Document and Entity Information
Document and Entity Information - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Apr. 30, 2017 | Apr. 17, 2017 | Jun. 30, 2016 | |
Document and Entity Information | |||||
Entity Registrant Name | Regional Health Properties,Inc. | ADCARE HEALTH SYSTEMS, INC | |||
Entity Central Index Key | 1,697,416 | 1,004,724 | |||
Document Type | S-4/A | 10-K | |||
Document Period End Date | Mar. 31, 2017 | Dec. 31, 2016 | |||
Amendment Flag | false | false | |||
Current Fiscal Year End Date | --12-31 | --12-31 | |||
Entity Well-known Seasoned Issuer | No | ||||
Entity Voluntary Filers | No | ||||
Entity Current Reporting Status | Yes | ||||
Entity Filer Category | Smaller Reporting Company | Smaller Reporting Company | |||
Entity Public Float | $ 36,685,983 | ||||
Entity Common Stock, Shares Outstanding | 19,805,924 | 19,813,499 | |||
Document Fiscal Year Focus | 2,017 | 2,016 | |||
Document Fiscal Period Focus | Q1 | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | |||
Cash and cash equivalents | $ 4,184 | $ 14,045 | $ 2,720 |
Restricted cash | 1,660 | 1,600 | 9,169 |
Accounts receivable, net of allowance of $7,529 and $12,487 | 2,263 | 2,429 | 8,805 |
Prepaid expenses and other | 2,586 | 2,395 | 3,214 |
Assets of disposal group held for sale | 0 | 1,249 | |
Total current assets | 10,693 | 20,469 | 25,157 |
Restricted cash and investments | 2,155 | 3,864 | 3,558 |
Property and equipment, net | 78,526 | 79,168 | 126,676 |
Intangible assets—bed licenses | 2,471 | 2,471 | 2,471 |
Intangible assets—lease rights, net | 2,587 | 2,754 | 3,420 |
Goodwill | 2,105 | 2,105 | 4,183 |
Lease deposits | 911 | 1,411 | 1,812 |
Other assets | 8,038 | 7,244 | 1,996 |
Total assets | 107,486 | 119,486 | 169,273 |
Current Liabilities: | |||
Current portion of notes payable and other debt | 4,390 | 4,018 | 50,960 |
Current portion of convertible debt, net | 2,478 | 9,136 | 0 |
Accounts payable | 3,316 | 3,037 | 8,741 |
Accrued expenses and other | 8,000 | 9,077 | 3,125 |
Liabilities of disposal group held for sale | 0 | 958 | |
Total current liabilities | 18,184 | 25,268 | 63,784 |
Notes payable and other debt, net of current portion: | |||
Senior debt, net | 58,179 | 60,189 | 54,742 |
Bonds, net | 6,605 | 6,586 | 6,600 |
Convertible debt, net | 0 | 8,968 | |
Other debt, net | 181 | 41 | 531 |
Other liabilities | 3,395 | 3,677 | 3,380 |
Deferred tax liability | 226 | 226 | 389 |
Total liabilities | 86,770 | 95,987 | 138,394 |
Commitments and contingencies (Note 15) | |||
Preferred stock, no par value; 5,000 and 5,000 shares authorized; 2,762 and 2,427 shares issued and outstanding, redemption amount $69,038 and $60,273 at December 31, 2016 and 2015, respectively | 61,446 | 61,446 | 54,714 |
Stockholders' deficit: | |||
Common stock and additional paid-in capital, no par value; 55,000 shares authorized; 19,927 and 19,861 shares issued and outstanding at December 31, 2016 and 2015, respectively | 61,690 | 61,643 | 60,958 |
Accumulated deficit | (102,420) | (99,590) | (84,793) |
Total stockholders' deficit | (40,730) | (37,947) | (23,835) |
Total liabilities and stockholders' deficit | $ 107,486 | $ 119,486 | $ 169,273 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 | |
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 2,762,000 | 2,761,535 | 2,426,930 |
Preferred stock, shares outstanding | 2,762,000 | 2,761,535 | 2,426,930 |
Redemption amount | $ 69,038 | $ 69,038 | $ 60,673 |
Common stock and additional paid-in capital, par value (in dollars per share) | $ 0 | $ 0 | |
Common stock and additional paid-in capital, par value (in dollars per share) | $ 0 | $ 0 | |
Common stock and additional paid-in capital, shares authorized | 55,000,000 | 55,000,000 | 55,000,000 |
Common stock and additional paid-in capital, shares issued | 19,806,000 | 19,927,000 | 19,861,000 |
Common stock and additional paid-in capital, shares outstanding | 19,806,000 | 19,927,000 | 19,861,000 |
Accounts receivable, allowance (in dollars) | $ 6,678 | $ 7,529 | $ 12,487 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | ||||
Rental revenues | $ 5,775 | $ 6,849 | $ 26,287 | $ 17,254 |
Management fee and other revenues | 360 | 233 | 1,050 | 1,146 |
Total revenues | 6,135 | 7,082 | 27,337 | 18,400 |
Expenses: | ||||
Facility rent expense | 2,171 | 2,179 | 8,694 | 5,758 |
Depreciation and amortization | 1,135 | 1,713 | 5,296 | 7,345 |
General and administrative expenses | 1,622 | 2,542 | 7,714 | 10,544 |
Other operating expenses | 555 | 203 | 1,378 | 2,394 |
Total expenses | 5,483 | 6,637 | 23,082 | 26,041 |
Income (loss) from operations | 652 | 445 | 4,255 | (7,641) |
Other (income) expense: | ||||
Interest expense, net | (1,032) | (1,825) | (6,885) | (8,462) |
Loss on extinguishment of debt | 63 | 0 | 245 | 680 |
Gain on disposal of assets | (8,750) | 0 | ||
Other expense | 95 | 42 | 72 | 918 |
Total other (income) expense, net | 1,190 | 1,867 | (1,548) | 10,060 |
Income (loss) from continuing operations before income taxes | (538) | (1,422) | 5,803 | (17,701) |
Income tax (benefit) expense | (1) | 0 | 163 | (110) |
Income (loss) from continuing operations | (539) | (1,422) | 5,966 | (17,811) |
Loss from discontinued operations, net of tax | (413) | (528) | (13,428) | (4,892) |
Net Loss | (952) | (1,950) | (7,462) | (22,703) |
Loss attributable to noncontrolling interests | 0 | (815) | ||
Net loss attributable to AdCare Health Systems, Inc. | (7,462) | (23,518) | ||
Preferred stock dividends | (1,878) | (1,777) | (7,335) | (5,208) |
Net loss attributable to AdCare Health Systems, Inc. common stockholders | $ (2,830) | $ (3,727) | $ (14,797) | $ (28,726) |
Net loss per share of common stock attributable to AdCare Health Systems, Inc. - Basic and diluted | ||||
Continuing Operations (in dollars per share) | $ (0.12) | $ (0.16) | $ (0.07) | $ (1.17) |
Discontinued Operations (in dollars per share) | (0.02) | (0.03) | (0.67) | (0.29) |
Net Loss per Common Share-Basic (in dollars per share) | $ (0.14) | $ (0.19) | $ (0.74) | $ (1.46) |
Weighted average shares of common stock outstanding: | ||||
Basic and diluted (shares) | 19,825 | 19,885 | 19,892 | 19,680 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Shares of Common Stock | Common Stock and Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest in Subsidiary |
Balance (in shares) at Dec. 31, 2014 | 19,151,000 | ||||
Balance at Dec. 31, 2014 | $ 3,389 | $ 61,896 | $ (56,067) | $ (2,440) | |
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 942 | 942 | |||
Exercises of options and warrants (in shares) | 527,000 | ||||
Exercises of options and warrants | 1,791 | 1,791 | |||
Nonemployee warrant cancellation | (320) | (320) | |||
Issuance of restricted stock, net of forfeitures (in shares) | 183,000 | ||||
Issuance of restricted stock, net of forfeitures | 0 | 0 | |||
Forfeiture of unvested restricted stock | 75 | 75 | |||
Common stock dividends | (3,276) | (3,276) | |||
Preferred stock dividends | (5,208) | (5,208) | |||
Net (loss) income | (22,703) | (23,518) | 815 | ||
Deconsolidation of noncontrolling interest | $ 1,625 | 1,625 | |||
Balance (in shares) at Dec. 31, 2015 | 19,861,000 | 19,861,000 | |||
Balance at Dec. 31, 2015 | $ (23,835) | 60,958 | (84,793) | 0 | |
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 1,133 | 1,133 | |||
Exercises of options and warrants (in shares) | 59,000 | ||||
Exercises of options and warrants | 0 | 0 | |||
Issuance of restricted stock, net of forfeitures (in shares) | 290,000 | ||||
Issuance of restricted stock, net of forfeitures | 0 | 0 | |||
Stock repurchase program (in shares) | (283,000) | ||||
Stock repurchase program | (523) | (523) | |||
Forfeiture of unvested restricted stock | 75 | 75 | |||
Preferred stock dividends | (7,335) | (7,335) | |||
Net (loss) income | $ (7,462) | (7,462) | 0 | ||
Balance (in shares) at Dec. 31, 2016 | 19,927,000 | 19,927,000 | |||
Balance at Dec. 31, 2016 | $ (37,947) | 61,643 | (99,590) | $ 0 | |
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 234 | 234 | |||
Issuance of restricted stock, net of forfeitures (in shares) | (3,000) | ||||
Issuance of restricted stock, net of forfeitures | $ 0 | 0 | |||
Stock repurchase program (in shares) | (118,199) | (118,000) | |||
Stock repurchase program | $ (187) | (187) | |||
Preferred stock dividends | (1,878) | (1,878) | |||
Net (loss) income | $ (952) | (952) | |||
Balance (in shares) at Mar. 31, 2017 | 19,806,000 | 19,806,000 | |||
Balance at Mar. 31, 2017 | $ (40,730) | $ 61,690 | $ (102,420) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||||
Net Loss | $ (952) | $ (1,950) | $ (7,462) | $ (22,703) |
Loss from discontinued operations, net of tax | 413 | 528 | 13,428 | 4,892 |
Income (loss) from continuing operations | (539) | (1,422) | 5,966 | (17,811) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | ||||
Depreciation and amortization | 1,135 | 1,713 | 5,296 | 7,345 |
Warrants (cancelled) issued for services | 0 | (320) | ||
Stock-based compensation expense | 234 | 480 | 1,133 | 942 |
Forfeiture (remeasurment) of liability based restricted stock | 75 | (75) | ||
Rent expense in excess of cash paid | 158 | 203 | 896 | 162 |
Rent revenue in excess of cash received | (768) | (718) | (2,498) | (1,211) |
Amortization of deferred financing costs | 95 | 216 | 1,046 | 1,163 |
Amortization of debt discounts and premiums | 4 | 4 | ||
Gain (loss) on debt extinguishment | (185) | 680 | ||
Deferred tax expense | (163) | 102 | ||
Gain on disposal of assets | (8,750) | 0 | ||
Bad debt expense | 466 | 0 | 215 | 2,132 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 163 | (1,219) | (545) | (2,220) |
Prepaid expenses and other | (201) | (242) | 672 | (2,156) |
Other assets | 294 | (17) | ||
Accounts payable and accrued expenses | 236 | (590) | (1,361) | (1,550) |
Other liabilities | 60 | 617 | (199) | 1,090 |
Net cash provided by (used in) operating activities—continuing operations | 749 | (941) | 1,598 | (11,727) |
Net cash used in operating activities—discontinued operations | (1,051) | (639) | (5,007) | (6,079) |
Net cash used in operating activities | (302) | (1,580) | (3,409) | (17,806) |
Cash flow from investing activities: | ||||
Proceeds from sale of property and equipment | 18,370 | 0 | ||
Change in restricted cash and investments | 1,649 | 3,839 | 7,263 | (3,950) |
Purchase of property and equipment | (329) | (19) | (1,500) | (1,799) |
Proceeds from the sale of property and equipment | 0 | 325 | ||
Net cash provided by (used in) investing activities—continuing operations | 1,320 | 4,145 | 24,133 | (5,749) |
Net cash provided by investing activities—discontinued operations | 0 | (1) | 0 | 15,594 |
Net cash provided by investing activities | 1,320 | 4,144 | 24,133 | 9,845 |
Cash flows from financing activities: | ||||
Proceeds from debt | 0 | 203 | 9,809 | 22,757 |
Proceeds from convertible debt | 0 | 2,049 | ||
Repayment on notes payable | (1,974) | (4,518) | (16,284) | (25,652) |
Repayment on bonds payable | (85) | 0 | ||
Repayment on convertible debt | (6,700) | 0 | 0 | (6,849) |
Proceeds from lines of credit | 0 | 28,310 | ||
Repayment on lines of credit | 0 | (34,944) | ||
Debt issuance costs | 0 | (25) | (315) | (598) |
Exercise of options and warrants | 0 | 1,791 | ||
Proceeds from preferred stock issuances, net | 0 | 3,677 | 6,780 | 34,323 |
Repurchase of common stock | (187) | (312) | (523) | 0 |
Repurchase of preferred stock | (48) | 0 | ||
Dividends on common stock | 0 | (3,276) | ||
Dividends on preferred stock | (1,878) | (1,777) | (7,335) | (5,208) |
Net cash (used in) provided by financing activities—continuing operations | (10,739) | (2,752) | (8,001) | 12,703 |
Net cash used in financing activities—discontinued operations | (140) | (268) | (1,398) | (12,757) |
Net cash used in financing activities | (10,879) | (3,020) | (9,399) | (54) |
Net change in cash and cash equivalents | (9,861) | (456) | 11,325 | (8,015) |
Cash and cash equivalents at beginning of period | 14,045 | 2,720 | 2,720 | 10,735 |
Cash and cash equivalents at end of period | 4,184 | 2,264 | 14,045 | 2,720 |
Cash paid during the year for: | ||||
Interest | 682 | 1,630 | 6,126 | 8,367 |
Income taxes | 0 | 0 | 0 | 8 |
Supplemental Disclosure of Non-Cash Activities: | ||||
Issuance of seller note | 3,000 | 0 | ||
Repayment on notes payable - sale of Arkansas Facilities | 35,176 | 0 | ||
Notes repaid by setoff of amounts owed to the Company by noteholders | 0 | 5,651 | ||
Notes issued in conjunction with financing of exit fees | 0 | 680 | ||
Cancellation of insurance premium financing | 0 | 721 | ||
Gain on extinguishment of exit fee note | 185 | 0 | ||
Cashless exercise of warrants | $ 135 | $ 0 | ||
Surrender of security deposit | 500 | 0 | ||
Non-cash proceeds from vendor-financed insurance | 193 | 0 | ||
Non-cash proceeds from financing of South Carolina Medicaid audit repayment | $ 385 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES See Part II, Item 8, Notes to Consolidated Financial Statements , Note 1 - Organization and Significant Accounting Policies included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 , filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2017 (the “Annual Report”), for a description of all significant accounting policies. Description of Business AdCare Health Systems, Inc. (“AdCare”), through its subsidiaries (together, the “Company” or “we”), is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living. The Company’s business primarily consists of leasing and subleasing healthcare facilities to third-party tenants, which operate such facilities. The operators of the Company’s facilities provide a range of healthcare services, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. The Company was incorporated in Ohio on August 14, 1991, under the name Passport Retirement, Inc. In 1995, the Company acquired substantially all of the assets and liabilities of AdCare Health Systems, Inc. and changed its name to AdCare Health Systems, Inc. AdCare completed its initial public offering in November 2006. Initially based in Ohio, the Company expanded its portfolio through a series of strategic acquisitions to include properties in a number of other states, primarily in the Southeast. In 2012, the Company relocated its executive offices and accounting operations to Georgia, and AdCare changed its state of incorporation from Ohio to Georgia on December 12, 2013. The Company leases its currently-owned healthcare properties, and subleases its currently-leased healthcare properties, on a triple-net basis, meaning that the lessee ( i.e ., the third-party operator of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. These leases are generally long-term in nature with renewal options and annual rent escalation clauses. The Company has many of the characteristics of a real estate investment trust (“REIT”) and is focused on the ownership, acquisition and leasing of healthcare properties. AdCare’s Board of Directors (the “Board”) continues to analyze and consider: (i) whether and, if so, when, the Company could satisfy the requirements to qualify as a REIT under the Internal Revenue Code of 1986, as amended; (ii) the structural and operational complexities which would need to be addressed before the Company could qualify as a REIT, including the disposition of certain assets or the termination of certain operations which may not be REIT compliant; and (iii) if the Company were to qualify as a REIT, whether electing REIT status would be in the best interests of the Company and its shareholders in light of various factors, including our significant consolidated federal net operating loss carryforwards. There is no assurance that the Company will qualify as a REIT in future taxable years or, if it were to so qualify, that the Board would determine that electing REIT status would be in the best interests of the Company and its shareholders. As of March 31, 2017 , the Company owns, leases, or manages 29 facilities primarily in the Southeast (see Note 17 - Subsequent Events ). Of the 29 facilities, the Company: (i) leased 14 owned and 11 leased skilled nursing facilities to third-party tenants; (ii) leased one owned assisted living facility to a third-party tenant; and (iii) managed on behalf of third-party owners two skilled nursing facilities and one independent living facility (see Note 7 - Leases below and Part II, Item 8, Notes to Consolidated Financial Statements , Note 7 - Leases in the Annual Report for a more detailed description of the Company’s leases). Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Article 8 of Regulations S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results of operations for the periods presented have been included. Operating results for the three months ended March 31, 2017 and 2016 are not necessarily indicative of the results that may be expected for the fiscal year. The balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. You should read the accompanying unaudited consolidated financial statements together with the historical consolidated financial audited statements of the Company for the year ended December 31, 2016 , included in the Annual Report. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported results of operations during the reporting period. Examples of significant estimates include allowance for doubtful accounts, self-insurance reserves, deferred tax valuation allowance, fair value of employee and nonemployee stock based awards, valuation of goodwill and other long-lived assets, and cash flow projections. Actual results could differ materially from those estimates. Revenue Recognition and Allowances Triple-Net Leased Properties. The Company's triple-net leases provide for periodic and determinable increases in rent. The Company recognizes rental revenues under these leases on a straight-line basis over the applicable lease term when collectibility is reasonably assured. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in other assets on our consolidated balance sheets. In the event the Company cannot reasonably estimate the future collection of rent from one or more tenant(s) of the Company’s facilities, rental income for the affected facilities will be recognized only upon cash collection, and any accumulated straight-line rent receivable will be reversed in the period in which the Company first deems rent collection no longer reasonably assured. Management Fee Revenue and Other. The Company recognizes management fee revenues as services are provided. Further, the Company recognizes income from lease inducements receivables and interest income from loans and investments, using the effective interest method when collectibility is reasonably assured. We apply the effective interest method on a loan-by-loan basis. Allowances. The Company assesses the collectibility of our rent receivables, including straight-line rent receivables and working capital loans to tenants. The Company bases its assessment of the collectibility of rent receivables and working capital loans to tenants on several factors, including, payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, and current economic conditions. If the Company's evaluation of these factors indicates it is probable that the Company will be unable to receive the rent payments or payments on a working capital loan, the Company provides a reserve against the recognized straight-line rent receivable asset or working capital loan for the portion that we estimate may not be recovered. If the Company changes its assumptions or estimates regarding the collectibility of future rent payments required by a lease or required from a working capital loan to a tenant, the Company may adjust its reserve to increase or reduce the rental revenue or interest revenue from working capital loans to tenants recognized in the period the Company makes such change in its assumptions or estimates. As of March 31, 2017 and December 31, 2016 , the Company allowed for approximately $6.7 million and $7.5 million , respectively, of gross patient care related receivables arising from our legacy operations. Allowance for patient care receivables are estimated based on an aged bucket method as well as additional analyses of remaining balances incorporating different payor types. Any changes in patient care receivable allowances are recognized as a component of discontinued operations. All patient care receivables exceeding 365 days are fully allowed at March 31, 2017 and December 31, 2016 . Accounts receivable, net totaled $2.3 million at March 31, 2017 and $2.4 million at December 31, 2016 of which $0.9 million and $0.9 million , respectively related to patient care receivables from our legacy operations. Self-Insurance The Company has self-insured against professional and general liability claims since it discontinued its healthcare operations during 2014 and 2015 (see Part II, Item 8, Notes to Consolidated Financial Statements , Note 7 - Leases in the Annual Report for a more detailed description of the Company’s leases). The Company evaluates quarterly the adequacy of its self-insurance reserve based on a number of factors, including: (i) the number of actions pending and the relief sought; (ii) analyses provided by defense counsel, medical experts or other information which comes to light during discovery; (iii) the legal fees and other expenses anticipated to be incurred in defending the actions; (v) the status and likely success of any mediation or settlement discussions; and (vi) the venues in which the actions have been filed or will be adjudicated. The Company currently believes that most of the professional and general liability actions, and particularly many of the most recently filed actions, are defensible and intends to defend them through final judgment. Accordingly, the self-insurance reserve primarily reflects the Company's estimated legal costs of litigating the pending actions accordingly. Because the self-insurance reserve is based on estimates, the amount of the self-insurance reserve may not be sufficient to cover the legal costs actually incurred in litigating the pending actions. Since these reserves are based on estimates, the actual expenses we incur may differ from the amount reserved (see Note 8 - Accrued Expenses ). Fair Value Measurements and Financial Instruments Accounting guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The categorization of a measurement within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: Level 1— Quoted market prices in active markets for identical assets or liabilities Level 2— Other observable market-based inputs or unobservable inputs that are corroborated by market data Level 3— Significant unobservable inputs The respective carrying value of certain financial instruments of the Company approximates their fair value. These instruments include cash and cash equivalents, restricted cash and investments, accounts receivable, notes receivable, and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values, they are receivable or payable on demand, or the interest rates earned and/or paid approximate current market rates. Recent Accounting Pronouncements Except for rules and interpretive releases of the SEC under authority of federal securities laws, the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. The Company has reviewed the FASB accounting pronouncements and Accounting Standards Update ("ASU") interpretations that have effectiveness dates during the periods reported and in future periods. In May 2014, the FASB issued ASU 2014-09 , which requires revenue to be recognized in an amount that reflects the consideration expected to be received in exchange for those goods and services. This new standard requires the disclosure of sufficient quantitative and qualitative information for financial statement users to understand the nature, amount, timing and uncertainty of revenue and associated cash flows arising from contracts with customers. The new guidance does not affect the recognition of revenue from leases. In August 2015, the FASB delayed the effective date of ASU 2014-09 by one year and subsequently amended the new revenue standard under ASU 2016-10 and ASU 2016-12 in April and May 2016, respectively. ASU 2016-10 provides additional guidance for identifying performance obligations and licenses of intellectual property, and ASU 2016-12 clarifies guidance regarding collectibility, noncash considerations and completed contracts at transition. These new revenue standards are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Early application is permitted under the original effective date of fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company is currently evaluating the impact on the Company’s financial position, results of operations and related disclosures. In January 2016, the FASB issued ASU 2016-01, which provides revised accounting guidance related to the accounting for and reporting of financial instruments. This guidance significantly revises an entity’s accounting related to (i) the classification and measurement of investments in equity securities and (ii) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. The ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017; earlier adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, as a comprehensive new leases standard that amends various aspects of existing guidance for leases and requires additional disclosures about leasing arrangements. It will require companies to recognize lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance, ASC 840, Leases . ASU 2016-02 creates a new Topic, ASC 842, Leases . This new Topic retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The ASU is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years; earlier adoption is permitted. In the financial statements in which the ASU is first applied, leases shall be measured and recognized at the beginning of the earliest comparative period presented with an adjustment to equity. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial condition, results of operations and cash flows. In March 2016, the FASB issued ASU 2016-09, with the intention to simplify aspects of the accounting for share-based payment transactions, including income tax impacts, classification on the statement of cash flows, and forfeitures. The ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2016. The various amendments within the standard require different approaches to adoption, on a retrospective, modified retrospective or prospective basis. The Company adopted the various amendments in its consolidated financial statements for the three month period ending March 31, 2017 with an effective date of January 1, 2017. The Company has elected to continue to estimate forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period. The adoption of ASU 2016-09 did not have a material effect on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 , which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. We are currently evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements. In November 2016, the FASB issued ASU 2016-18 , which requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash. Therefore, amounts generally described as restricted cash will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted using a retrospective transition method to each period presented. We are currently evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, which simplifies the required periodic test for goodwill impairment and modifies the concept of impairment of goodwill under previous guidance, ASC 350, Intangibles - Goodwill and Other . Under the updated guidance, a goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, up to the total amount of goodwill allocated to that reporting unit. This simplification eliminates previous requirements to determine the implied fair value of goodwill and record a loss on impairment equal to the carrying value of goodwill less the implied fair value. Further, the ASU modifies the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. ASU 2017-04 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted on a prospective basis for annual and interim periods beginning after January 1, 2017. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations or cash flows. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business AdCare Health Systems, Inc. (“AdCare”), through its subsidiaries (together, the “Company” or “we”), is a self-managed real estate investment company that invests primarily in real estate purposed for long-term healthcare and senior living. Our business primarily consists of leasing and subleasing such facilities to third-party tenants, which operate the facilities. As of December 31, 2016 , the Company owned, leased, or managed for third parties 29 facilities primarily in the Southeast. The operators of the Company's facilities provide a range of health care services to patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. The Company was incorporated in Ohio on August 14, 1991, under the name Passport Retirement, Inc. In 1995, the Company acquired substantially all of the assets and liabilities of AdCare Health Systems, Inc. and changed its name to AdCare Health Systems, Inc. AdCare completed its initial public offering in November 2006. Initially based in Ohio, the Company expanded its portfolio through a series of strategic acquisitions to include properties in a number of other states, primarily in the Southeast. In 2012, the Company relocated its executive offices and accounting operations to Georgia, and AdCare changed its state of incorporation from Ohio to Georgia on December 12, 2013. Historically, the Company's business focused on owning and operating skilled nursing and assisted living facilities. The Company also managed facilities on behalf of unaffiliated owners with whom the Company entered into management contracts. In July 2014, the Company's Board of Directors (the “Board”) approved a strategic plan to transition (the “Transition”) the Company to a healthcare property holding and leasing company through a series of leasing and subleasing transactions. As of December 31, 2015, the Company completed the Transition through: (i) leasing to third-party operators all of the healthcare properties which it owns and previously operated; (ii) subleasing to third-party operators all of the healthcare properties which it leases (but does not own) and previously operated; and (iii) continuing the one remaining management agreement to manage two skilled nursing facilities and one independent living facility for third parties. The Company leases its currently-owned healthcare properties, and subleases its currently-leased healthcare properties, on a triple-net basis, meaning that the lessee ( i.e ., the third-party operator of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the properties including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. These leases are generally long-term in nature with renewal options and annual escalation clauses. As a result of the Transition, the Company now has many of the characteristics of a real estate investment trust ("REIT") and is now focused on the ownership, acquisition and leasing of healthcare related properties. The Board is analyzing and considering: (i) whether and, if so, when, we could satisfy the requirements to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”); (ii) the structural and operational complexities which would need to be addressed before we could qualify as a REIT, including the disposition of certain assets or the termination of certain operations which may not be REIT compliant; and (iii) if we were to qualify as a REIT, whether electing REIT status would be in the best interests of the Company and its shareholders in light of various factors, including our significant consolidated federal net operating loss carryforwards of approximately $65.1 million as of December 31, 2016. There is no assurance that the Company will qualify as a REIT in future taxable years or, if it were to so qualify, that the Board would determine that electing REIT status would be in the best interests of the Company and its shareholders. As of December 31, 2016 , the Company owns, leases, or manages 29 facilities primarily in the Southeast. Of the 29 facilities, the Company: (i) leased 14 owned and subleased 11 leased skilled nursing facilities to third-party tenants; (ii) leased one owned assisted living facilities to third-party tenants; and (iii) managed on behalf of third-party owners two skilled nursing facilities and one independent living facility (see Note 7 - Leases for a full description of the Company's leases). Basis of Presentation The accompanying consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles ("GAAP") in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported results of operations during the reporting period. Examples of significant estimates include the self-insurance reserve for professional and general liability, allowance for doubtful accounts, contractual allowances for Medicaid, Medicare, and managed care reimbursements, deferred tax valuation allowance, fair value of employee and nonemployee stock based awards, fair value estimation methods used to determine the assigned fair value of assets and liabilities acquired in acquisitions, valuation of goodwill and other long-lived assets, and cash flow projections. Actual results could differ materially from those estimates. Principles of Consolidation The consolidated financial statements include the Company's majority owned and controlled subsidiaries. All intercompany transactions and balances have been eliminated through consolidation. For subsidiaries that are not wholly owned by the Company, the portions not controlled by the Company are presented as non-controlling interests in the consolidated financial statements. Arrangements with other business enterprises are evaluated, and those in which AdCare is determined to have controlling financial interest are consolidated. Guidance is provided by FASB ASC Topic 810-10, " Consolidation—Overall", which includes consolidation of business enterprises to which the usual condition of consolidation (ownership of a majority voting interest) does not apply. This guidance includes controlling financial interests that may be achieved through arrangements that do not involve voting interests. In absences of clear control through voting interests, a company's exposure (variable interest) to the economic risks and potential rewards from the variable interest entity's assets and activities are the best evidence of control. If an enterprise holds the power to direct and right to receive benefits of an entity, it would be considered the primary beneficiary. The primary beneficiary is required to consolidate the assets, liabilities and results of operations of the variable interest entity in its financial statements. The Company has evaluated and concluded that as of December 31, 2016 , they have no relationship with a variable interest entity ("VIE") in which they are the primary beneficiary required to consolidate the entity. Reclassifications Certain reclassifications have been made to the 2015 financial information to conform to the 2016 presentation with no effect on the Company's consolidated financial position or results of operations. Reclassifications were made to the Balance Sheet as of December 31, 2015 to reflect adoption of Accounting Standards Update ("ASU") 2015-03, which requires debt issuance costs to be presented as a direct reduction from the carrying debt amount, and consolidated statements of cash flows for the year ended December 31, 2015 to reflect the 2016 presentation of items within "Changes in operating assets and liabilities". Cash, Cash Equivalents, and Restricted Cash and Investments The Company considers all unrestricted short-term investments with original maturities less than three months, which are readily convertible into cash, to be cash equivalents. Certain cash, cash equivalents and investment amounts are restricted for specific purposes such as mortgage escrow requirements, reserves for capital expenditures on United States Housing and Urban Development ("HUD") insured facilities and collateral for other debt obligations. Revenue Recognition Triple-Net Leased Properties. The Company's triple-net leases provide for periodic and determinable increases in rent. The Company recognizes rental revenues under these leases on a straight-line basis over the applicable lease term when collectibility is reasonably assured. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in other assets on our consolidated balance sheets. Management Fee Revenue and Other. The Company recognizes management fee revenues as services are provided. Further, the Company recognizes interest income from lease inducements receivables and loans made to tenants. Allowances. The Company assesses the collectibility of our rent receivables, including straight-line rent receivables. The Company bases its assessment of the collectibility of rent receivables on several factors, including, payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, and current economic conditions. If the Company's evaluation of these factors indicates it is probable that the Company will be unable to receive the rent payments, the Company provides a reserve against the recognized straight-line rent receivable asset for the portion that we estimate may not be recovered. If the Company changes its assumptions or estimates regarding the collectibility of future rent payments required by a lease, the Company may adjust its reserve to increase or reduce the rental revenue recognized in the period the Company makes such change in its assumptions or estimates. At December 31, 2016 , the Company allowed for approximately $7.5 million on approximately $8.4 million of gross patient care related receivables primarily from our operations before completion of our Transition. Allowance for patient care receivables are estimated based on an aged bucket method as well as additional analyses of remaining balances incorporating different payor types. All patient care receivables exceeding 365 days are fully allowed at December 31, 2016 . The increase in the reserves for patient care is primarily included in discontinued operations. Concentrations of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, restricted investments, accounts receivable and straight-line rent receivables. Cash and cash equivalents, restricted cash and restricted investments are held with various financial institutions. From time to time, these balances exceed the federally insured limits. These balances are maintained with high quality financial institutions which management believes limits the risk. Accounts receivable are recorded at net realizable value. The Company performs ongoing evaluations of its tenants and significant third-party payors with which they contract, and generally does not require collateral. The Company maintains an allowance for doubtful accounts which management believes is sufficient to cover potential losses. Delinquent accounts receivable are charged against the allowance for doubtful accounts once collection has been determined to be unlikely. Accounts receivable are considered past due and placed on delinquent status based upon contractual terms as well as how frequently payments are received, on an individual account basis. Property and Equipment Property and equipment are stated at cost. Expenditures for major improvements are capitalized. Depreciation commences when the assets are placed in service. Maintenance and repairs which do not improve or extend the life of the respective assets are charged to expense as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is recorded. Depreciation is recorded on a straight-line basis over the estimated useful lives of the respective assets. Property and equipment also includes bed license intangibles for states other than Ohio (where the building and bed license are deemed complimentary assets) and are amortized over the life of the building. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. Leases and Leasehold Improvements The Company leases certain facilities and equipment in the normal course of business. At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating lease or capital lease. As of December 31, 2016 , all of the Company's leased facilities are accounted for as operating leases. For operating leases that contain scheduled rent increases, the Company records rent expense on a straight-line basis over the term of the lease. The lease term is also used to provide the basis for establishing depreciable lives for leasehold improvements. Intangible Assets and Goodwill Intangible assets consist of finite lived and indefinite lived intangibles. The Company's finite lived intangibles include lease rights and certain certificate of need ("CON") and bed licenses that are not separable from the associated buildings. Finite lived intangibles are amortized over their estimated useful lives. For the Company's lease related intangibles, the estimated useful life is based on the terms of the underlying facility leases averaging approximately ten years. For the Company's CON/bed licenses that are not separable from the buildings, the estimated useful life is based on the building life when acquired with an average estimated useful life of approximately 32 years. The Company evaluates the recoverability of the finite lived intangibles whenever an impairment indicator is present. The Company's indefinite lived intangibles consist primarily of values assigned to CON/bed licenses that are separable from the buildings. The Company does not amortize goodwill or indefinite lived intangibles. On an annual basis, the Company evaluates the recoverability of the indefinite lived intangibles and goodwill by performing an impairment test. The Company performs its annual test for impairment during the fourth quarter of each year. For the year ended December 31, 2016 the test results indicated no impairment necessary. Deferred Financing Costs The Company records deferred financing costs associated with debt obligations as direct reduction from the carrying amount of the debt liability. Costs are amortized over the term of the related debt using the straight-line method and are reflected as interest expense. The straight-line method yields results substantially similar to those that would be produced under the effective interest rate method. Income Taxes and Uncertain Tax Positions Deferred tax assets or liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that included the enactment date. Deferred tax assets are also recognized for the future tax benefits from net operating loss and other carry forwards. Valuation allowances are recorded for deferred tax assets when the recoverability of such assets is not deemed more likely than not. Judgment is required in evaluating uncertain tax positions. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is measured to determine the amount of benefit to recognize in the financial statements. The Company classifies unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as non-current liabilities in the consolidated balance sheets. The Company is subject to income taxes in the U.S. and numerous state and local jurisdictions. In general, the Company's tax returns filed for the 2013 through 2016 tax years are still subject to potential examination by taxing authorities. In early 2014, the Internal Revenue Service ("IRS") initiated an examination of the Company's income tax return for the 2011 income tax year. On May 7, 2014, the IRS completed and closed the examination and no changes were required to the Company's 2011 income tax return. In October 2014, the Georgia Department of Revenue ("GDOR") initiated an examination of the Company's Georgia income tax returns and net worth returns for the 2010, 2011, 2012, and 2013 income tax years, which was closed during 2016, with no adjustments required to the filed tax returns. The Company is not currently under examination by any other major income tax jurisdiction. The Company is not currently under examination by any other major income tax jurisdiction. Stock Based Compensation The Company follows the provisions of ASC topic 718 “ Compensation - Stock Compensation ”, which requires the use of the fair-value based method to determine compensation for all arrangements under which employees, non-employees, and others receive shares of stock or equity instruments (options, warrants or restricted shares). All awards are amortized on a straight-line basis over their vesting terms. Fair Value Measurements and Financial Instruments Accounting guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The categorization of a measurement within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: Level 1— Quoted market prices in active markets for identical assets or liabilities Level 2— Other observable market-based inputs or unobservable inputs that are corroborated by market data Level 3— Significant unobservable inputs The respective carrying value of certain financial instruments of the Company approximates their fair value. These instruments include cash and cash equivalents, restricted cash and investments, accounts receivable, notes receivable, and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values, they are receivable or payable on demand, or the interest rates earned and/or paid approximate current market rates. Self-Insurance The Company was self-insured for employee medical claims (in all states except for Oklahoma, where the Company participates in the Oklahoma state subsidy program) and had a large deductible workers' compensation plan (in all states except for Ohio, where workers' compensation is covered under a premium-only policy provided by the Ohio Bureau of Workers' Compensation). Additionally, the Company maintains insurance programs, including general and professional liability, property, casualty, directors' and officers' liability, crime, automobile and employment practices liability. In July 2014, the Board approved and commenced the Transition. In 2015, the insurance programs described above changed in order to address the different needs of the Company as a result of the Transition. The Company's workers compensation plan transitioned from a high deductible to a guaranteed cost program in February 2015. As of December 31, 2016 , claims incurred but not reported or unsettled claims for the legacy self-insured employee medical plan and the large deductible workers' compensation plan are recognized as a liability in the consolidated financial statements. Professional liability insurance was provided to facilities operations up until the date of transfer. Claims which were associated with prior operations of the Company but not reported as of the transition date were self-insured. The Company has self-insured against professional and general liability claims since it discontinued its healthcare operations in connection with the Transition. The Company evaluates quarterly the adequacy of its self-insurance reserve based on a number of factors, including: (i) the number of actions pending and the relief sought; (ii) analyses provided by defense counsel, medical experts or other information which comes to light during discovery; (iii) the legal fees and other expenses anticipated to be incurred in defending the actions; (v) the status and likely success of any mediation or settlement discussions; and (vi) the venues in which the actions have been filed or will be adjudicated. The Company currently believes that most of the professional and general liability actions, and particularly many of the most recently filed actions, are defensible and intends to defend them through final judgment. Accordingly, the self-insurance reserve primarily reflects the Company's estimated legal costs of litigating the pending actions accordingly. Because the self-insurance reserve is based on estimates, the amount of the self-insurance reserve may not be sufficient to cover the legal costs actually incurred in litigating the pending actions. Since these reserves are based on estimates the actual expenses we incur may differ from the amount reserved. See Note 8 - Accrued Expenses . Recently Issued Accounting Pronouncements Except for rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws, FASB ASC is the sole source of authoritative GAAP literature applicable to the Company. The Company has reviewed the FASB accounting pronouncements and ASU interpretations that have effectiveness dates during the periods reported and in future periods. In April 2014, the FASB issued ASU 2014-08 , which amends the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This ASU should be applied prospectively and is effective for the Company for the 2015 annual and interim reporting periods. Early adoption is permitted for disposals that have not been reported in financial statements previously issued. The Company adopted this ASU as of January 1, 2015. In May 2014, the FASB issued ASU 2014-09, guidance which requires revenue to be recognized in an amount that reflects the consideration expected to be received in exchange for goods and services. The new standard requires the disclosure of sufficient quantitative and qualitative information for financial statement users to understand the nature, amount, timing and uncertainty of revenue and associated cash flows arising from contracts with customers. The new guidance does not affect the recognition of revenue from leases. In August 2015, the FASB delayed the effective date of the new revenue standard by one year. As a result, this new revenue standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Early application is permitted under the original effective date of fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company is currently evaluating the impact on the Company's financial position and results of operations and related disclosures. In August 2014, the FASB issued ASU 2014-15 , which provides guidance regarding an entity’s ability to continue as a going concern, which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Before this new standard, there was minimal guidance in GAAP specific to going concern. Under the new standard, disclosures are required when conditions give rise to substantial doubt about a company’s ability to continue as a going concern within one year from the financial statement issuance date. The guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with early adoption permitted. The Company has not yet determined the impact, if any, that the adoption of this new standard will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03 , which requires debt issuance costs to be presented as a direct reduction from the carrying amount of the debt liability, consistent with the presentation of debt discounts. The amortization of debt issuance costs will be reported as interest expense. The new standard is to be applied on a retrospective basis and reported as a change in an accounting principle. In August 2015, the FASB released clarifying guidance for debt issuance costs related to line-of-credit arrangements, which permits debt issuance costs to be presented as an asset, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Debt issuance costs associated with a line of credit can be amortized ratably over the term of the line-of-credit arrangement. This standard is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted for financial statements that have not been previously issued. The Company has concluded that changes in its accounting required by this new guidance will not materially impact the Company's financial position or results of operations and related disclosures.. In September 2015, the FASB issued ASU 2015-16 , which requires that an acquirer in a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Under this guidance the acquirer recognizes, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. New disclosures are required to present separately on the face of the income statement or disclose in the notes the portion of the amount recognized in current-period earnings by line item that would have been recognized in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. At adoption, the new guidance is to be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The Company is currently evaluating changes in its accounting required by this new standard and the impact to the Company's financial position and related disclosures. In November 2015, the FASB issued ASU 2015 - 17, under the simplification and productivity initiative for presentation of deferred income tax liabilities and assets. This guidance simplifies the presentation of deferred income taxes such that deferred tax liabilities and assets are to be classified as noncurrent in a classified balance sheet. The update does not amend the current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted as of the beginning of an interim or annual reporting period and may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company has elected to early adopt, prospectively, the new guidance as of the balance sheet date. At December 31, 2015, the adoption resulted in a reclassification from current to noncurrent deferred tax assets of $6.2 million before consideration of the related valuation allowance, with the net amount presented as noncurrent deferred tax liability. The Company did not have any reclassifications of the deferred tax liability amounts. Prior periods are not retrospectively adjusted under the prospective adoption. In January 2016, the FASB issued ASU 2016-01, which provides revised accounting guidance related to the accounting for and reporting of financial instruments. This guidance significantly revises an entity’s accounting related to (i) the classification and measurement of investments in equity securities and (ii) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. The ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017; earlier adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial condition, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, as a comprehensive new leases standard that amends various aspects of existing guidance for leases and requires additional disclosures about leasing arrangements. It will require companies to recognize lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance, ASC 840, Leases . ASU 2016-02 creates a new Topic, ASC 842, Leases . This new topic retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The ASU is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years; earlier adoption is permitted. In the financial statements in which the ASU is first applied, leases shall be measured and recognized at the beginning of the earliest comparative period presented with an adjustment to equity. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial condition, results of operations and cash flows. In March 2016, the FASB issued ASU 2016-09 , which amends the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2016, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 , which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual an |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share is computed by dividing net income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the respective period. Diluted earnings per share is similar to basic earnings per share except: (i) net income or loss is adjusted by the impact of the assumed conversion of convertible debt into shares of common stock; and (ii) the weighted average number of shares of common stock outstanding includes potentially dilutive securities (such as options, warrants and additional shares of common stock issuable under convertible debt outstanding during the period) when such securities are not anti-dilutive. Potentially dilutive securities from options and warrants are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options and warrants with exercise prices exceeding the average market value are used to repurchase common stock at market value. The incremental shares remaining after the proceeds are exhausted represent the potentially dilutive effect of the securities. Potentially dilutive securities from convertible debt are calculated based on the assumed issuance at the beginning of the period, as well as any adjustment to income that would result from their assumed issuance. For the three months ended March 31, 2017 and 2016 , approximately 2.8 million and 4.6 million shares, respectively, of potentially dilutive securities were excluded from the diluted income (loss) per share calculation because including them would have been anti-dilutive for such periods. The following tables provide a reconciliation of net loss for continuing and discontinued operations and the number of shares of common stock used in the computation of both basic and diluted earnings per share: Three Months Ended March 31, (Amounts in 000’s, except per share data) 2017 2016 Numerator: Loss from continuing operations $ (539 ) $ (1,422 ) Preferred stock dividends (1,878 ) (1,777 ) Basic and diluted loss from continuing operations (2,417 ) (3,199 ) Loss from discontinued operations, net of tax (413 ) (528 ) Net loss attributable to AdCare Health Systems, Inc. common stockholders $ (2,830 ) $ (3,727 ) Denominator: Basic - weighted average shares 19,825 19,885 Diluted - adjusted weighted average shares (a) 19,825 19,885 Basic and diluted loss per share: Loss from continuing operations attributable to AdCare $ (0.12 ) $ (0.16 ) Loss from discontinued operations (0.02 ) (0.03 ) Loss attributable to AdCare Health Systems, Inc. common stockholders $ (0.14 ) $ (0.19 ) (a) Securities outstanding that were excluded from the computation, prior to the use of the treasury stock method, because they would have been anti-dilutive are as follows: March 31, (Share amounts in 000’s) 2017 2016 Stock options 333 373 Warrants - employee 1,450 1,559 Warrants - non employee 437 492 Shares issuable upon conversion of convertible debt 588 2,165 Total anti-dilutive securities 2,808 4,589 | EARNINGS PER SHARE Basic earnings per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is similar to basic earnings per share except net income or loss is adjusted by the impact of the assumed issuance of convertible shares and the weighted-average number of shares of common stock outstanding (which includes potentially dilutive securities, such as options, warrants, non-vested shares, and additional shares issuable under convertible notes outstanding during the period when such potentially dilutive securities are not anti-dilutive). Potentially dilutive securities from options, warrants and unvested restricted shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options and warrants with exercise prices exceeding the average market value are used to repurchase common stock at market value. The incremental shares remaining after the proceeds are exhausted represent the potentially dilutive effect of the securities. Potentially dilutive securities from convertible promissory notes are calculated based on the assumed issuance at the beginning of the period, as well as any adjustment to income that would result from their assumed issuance. For 2016 and 2015 , potentially dilutive securities of 4.4 million and 4.5 million , respectively, were excluded from the diluted loss per share calculation because including them would have been anti-dilutive in both periods. The following table provides a reconciliation of net loss for continuing and discontinued operations and the number of shares used in the computation of both basic and diluted earnings per share: Year Ended December 31, 2016 2015 (Amounts in 000's, except per share data) Income (loss) Shares (1) Per Loss Shares (1) Per Continuing Operations: Income (loss) from continuing operations $ 5,966 $ (17,811 ) Preferred stock dividends (7,335 ) (5,208 ) Basic loss from continuing operations $ (1,369 ) 19,892 $ (0.07 ) $ (23,019 ) 19,680 $ (1.17 ) Diluted loss from continuing operations $ (1,369 ) 19,892 $ (0.07 ) $ (23,019 ) 19,680 $ (1.17 ) Discontinued Operations: Loss from discontinued operations $ (13,428 ) $ (4,892 ) Net loss attributable to noncontrolling interests — 815 Basic Loss from discontinued operations attributable to the Company $ (13,428 ) 19,892 $ (0.67 ) $ (5,707 ) 19,680 $ (0.29 ) Diluted Loss from discontinued operations attributable to the Company $ (13,428 ) 19,892 $ (0.67 ) $ (5,707 ) 19,680 $ (0.29 ) Net Loss Attributable to AdCare: Basic loss $ (14,797 ) 19,892 $ (0.74 ) $ (28,726 ) 19,680 $ (1.46 ) Diluted loss $ (14,797 ) 19,892 $ (0.74 ) $ (28,726 ) 19,680 $ (1.46 ) (1) Securities outstanding that were excluded from the computation, prior to the use of the treasury stock method, because they would have been anti-dilutive are as follows: December 31, (Amounts in 000’s) 2016 2015 Stock options 355 267 Common stock warrants - employee 1,450 1,559 Common stock warrants - nonemployee 437 492 Shares issuable upon conversion of convertible debt 2,165 2,165 Total shares 4,407 4,483 |
LIQUIDITY AND PROFITABILITY
LIQUIDITY AND PROFITABILITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
LIQUIDITY AND PROFITABILITY [Abstract] | ||
LIQUIDITY AND PROFITABILITY | LIQUIDITY AND PROFITABILITY Sources of Liquidity The Company continues to undertake measures to grow its operations and to reduce its expenses by: (i) increasing future lease revenue through acquisitions and investments in existing properties; (ii) modifying the terms of existing leases; (iii) refinancing or repaying debt to reduce interest costs and mandatory principal repayments; and (iv) reducing general and administrative expenses. At March 31, 2017 , the Company had $4.2 million in cash and cash equivalents as well as restricted cash and investments of $3.8 million . Management anticipates access to several sources of liquidity, including cash flows from operations and cash on hand. Management holds routine ongoing discussions with existing lenders and potential new lenders to refinance current debt on a longer term basis and, in recent years, has refinanced shorter term acquisition debt, with traditional longer term mortgage notes, many of which have been executed under government guaranteed lending programs. Historically, the Company has raised capital through other sources, including issuances of preferred stock and convertible debt. Management expects to commence discussions with one of its lenders to extend maturity of a $1.2 million credit facility associated with its Northwest Oklahoma facility listed as current debt maturities at March 31, 2017 . On July 21, 2015, the Company entered into separate At Market Issuance Sales Agreements to sell, from time to time, up to 800,000 shares of the Company’s 10.875% Series A Cumulative Redeemable Preferred Stock, (the “Series A Preferred Stock”), through an “at-the-market” offering program (“ATM”). Since the inception of the ATM in July 2015 and through March 31, 2017 , the Company has sold 650,600 shares of Series A Preferred Stock under the ATM, generating net proceeds to the Company of approximately $13.5 million (see Note 12 - Common and Preferred Stock). Management anticipates renewing its at-the-market offering program with respect to sales of Series A Preferred Stock as a source of liquidity over the next twelve months. On June 18, 2016, a wholly-owned subsidiary of the Company (“ADK”) entered into a new master sublease agreement (the “Peach Health Sublease”) with affiliates (collectively, “Peach Health Sublessee”) of Peach Health Group, LLC (“Peach Health”), providing that Peach Health Sublessee would take possession of the facilities (the “Peach Facilities”) subleased to affiliates of New Beginnings Care, LLC (“New Beginnings”) prior to their bankruptcy. The Peach Facilities are comprised of: (i) an 85 -bed skilled nursing facility located in Tybee Island, Georgia (the “Oceanside Facility”); (ii) a 50 -bed skilled nursing facility located in Tybee Island, Georgia (the “Savannah Beach Facility”); and (iii) a 131 -bed skilled nursing facility located in Jeffersonville, Georgia (the “Jeffersonville Facility”). Rent for the Savannah Beach Facility, the Oceanside Facility, and the Jeffersonville Facility is $0.3 million , $0.4 million and $0.6 million per annum, respectively; but such rent is only $1 per month for the Oceanside and Jeffersonville Facilities until the date such facilities are recertified by the U.S. Department of Health and Human Services Centers for Medicare and Medicaid Services (“CMS”) or April 1, 2017, whichever first occurs (the “Rent Commencement Date”). The Oceanside and Jeffersonville Facilities were recertified by CMS in February 2017 and December 2016, respectively. In addition, with respect to the Oceanside and Jeffersonville Facilities, Peach Health Sublessee is entitled to three months of $1 per month rent following the Rent Commencement Date and, following such three -month period, five months of rent discounted by 50% . In the event that the Savannah Beach Facility is decertified due to any previous non-compliance attributable to New Beginnings, rent for such facility will revert to $1 a month until it is recertified along with the other facilities. The Company also provided Peach Health with a $1.0 million line of credit to be used for working capital and capital expenditure needs (the “Peach Line” or "Peach Note"). At March 31, 2017 , there was a $1.0 million outstanding balance on the Peach Line. On September 19, 2016, the Company obtained an option to extend the maturity date of the credit facility entered into in September 2013 between a certain wholly-owned subsidiary of the Company and Housing & Healthcare Funding, LLC (the "Quail Creek Credit Facility") from September 2017 to September 2018, which option management intends to exercise. There is no assurance that we will be able to refinance or further extend the maturity date of this credit facility on terms that are favorable to the Company or at all. On January 10, 2017, the Company repurchased $6.7 million of its outstanding 10% convertible subordinated notes due April 30, 2017 (collectively, the “2015 Notes”) pursuant to a cash tender offer for any and all of such outstanding convertible promissory notes (the "Tender Offer"). Cash Requirements At March 31, 2017 , the Company had $71.8 million in indebtedness of which the current portion is $6.9 million . This current portion is comprised of the following components: (i) convertible debt of $2.5 million ; and (ii) other debt of approximately $4.4 million which includes senior debt - bond and mortgage indebtedness (for a complete listing of our debt, see Note 9 - Notes Payable and Other Debt ). The Company anticipates net principal disbursements of approximately $6.9 million , which includes $2.5 million of convertible debt, approximately $0.4 million of payments on shorter term vendor notes, $1.8 million of routine debt service amortization, and a $2.2 million payment of other debt which includes current senior debt of the Northwest Oklahoma facility, a skilled nursing facility located in Oklahoma City, Oklahoma (the “Northwest Oklahoma Facility”) of approximately $1.2 million . Based on the described sources of liquidity, the Company expects sufficient funds for its operations and scheduled debt service, at least through the next twelve months. On a longer term basis, at March 31, 2017 , the Company has approximately $13.2 million of debt maturities due over the next two year period ending March 31, 2019 . These debt maturities include the aforementioned $2.5 million of convertible promissory notes, which are convertible into shares of the common stock and which also includes the current senior debt of the Northwest Oklahoma facility of $1.2 million in addition to $4.4 million with respect to the Quail Creek Oklahoma Facility. The Company believes its long-term liquidity needs will be satisfied by cash flows from operations, cash on hand, borrowings as required to refinance indebtedness as well as other sources, including issuances of preferred stock and convertible debt. In November 2016, the Board approved two share repurchase programs (collectively, the "November 2016 Repurchase Program"), pursuant to which AdCare was authorized to repurchase up to 1.0 million shares of the common stock and 100,000 shares of the Company’s 10.875% Series A Cumulative Redeemable Preferred Stock, no par value per share and liquidation preference of $25.00 per share (the “Series A Preferred Stock”) during a twelve-month period. The November 2016 repurchase program succeeded the Repurchase Program announced on November 12, 2015 (the “November 2015 Repurchase Program”), which terminated in accordance with its terms. Share repurchases under the November 2016 Repurchase Programs could be made from time to time through open market transactions, block trades or privately negotiated transactions and were subject to market conditions, as well as corporate, regulatory and other considerations. During the quarter ended March 31, 2017 , the Company made no repurchases of the Series A Preferred Stock and repurchased 118,199 shares of common stock at an average purchase price of approximately $1.54 per share, exclusive of commissions and related fees, for a net disbursement of approximately $0.2 million . The Company suspended the November 2016 Repurchase Program in February 2017. The Company is a defendant in a total of 44 professional and general liability cases. The claims generally seek unspecified compensatory and punitive damages for former patients of the Company who were allegedly injured or died while patients of facilities operated by the Company due to professional negligence or understaffing. The Company established a self-insurance reserve for these professional and general liability claims, included within “Accrued expenses and other” in the Company’s unaudited consolidated balance sheets, of $6.0 million and $6.9 million at March 31, 2017 , and December 31, 2016 , respectively. The Company currently believes that most of the professional and general liability actions, and particularly many of the most recently filed actions, are defensible and intends to defend them through final judgment. Accordingly, the self-insurance reserve primarily reflects the Company's estimated legal costs of litigating the pending actions. Anticipated costs associated with such litigation are reflected in the $6.0 million accrual and are expected to be paid over time as litigation continues. The duration of such legal proceedings could be greater than one year subsequent to the period ended March 31, 2017 , however, management cannot reliably estimate the exact timing of payments. The Company expects to fund litigation and potential indemnity costs through cash on hand as well as other sources as described above. During the three months ended March 31, 2017 , the Company generated negative cash flow from operations and anticipates positive cash flow from operations later in the current year. In order to satisfy the Company’s capital needs, the Company seeks to: (i) refinance debt where possible to obtain more favorable terms; (ii) raise capital through the issuance of debt or equity securities; and (iii) increase operating cash flows through acquisitions. The Company anticipates that these actions, if successful, will provide the opportunity to maintain its liquidity, thereby permitting the Company to better meet its operating and financing obligations for the next twelve months. However, there is no guarantee that such actions will be successful. Management’s ability to raise additional capital through the issuance of equity securities and the terms upon which we are able to raise such capital may be adversely affected if we are unable to maintain the listing of the common stock and the Company’s Series A Preferred Stock on the NYSE MKT. | LIQUIDITY AND PROFITABILITY Sources of Liquidity The Company continues to undertake measures to grow its operations and to streamline its cost infrastructure by: (i) increasing future lease revenue through acquisitions and investments in existing properties; (ii) modifying the terms of existing leases; (iii) refinancing or repaying debt to reduce interest costs and mandatory principal repayments; and (iv) reducing general and administrative expenses. At December 31, 2016 , the Company had $14.0 million in cash and cash equivalents as well as restricted cash of $5.5 million . Management anticipates access to several sources of liquidity, including cash flows from operations and cash on hand. Management holds routine ongoing discussions with existing lenders and potential new lenders to refinance current debt on a longer term basis and, in recent years, has refinanced shorter term acquisition debt, including seller notes, with traditional longer term mortgage notes, many of which have been executed under government guaranteed lending programs. Historically, the Company has raised capital through other sources of unsecured debt and junior forms of capital, including issuances of preferred stock and convertible debt. On April 13, 2015 and June 2, 2015, the Company issued 575,000 and 588,235 shares, respectively, of the Company's 10.875% Series A Cumulative Redeemable Preferred Stock, no par value per share and a liquidation preference of $25.00 per share (the “Series A Preferred Stock”), at a public offering of $25.75 and $25.50 per share respectively, in "best-efforts" underwritten registered public offerings. In connection therewith, the Company received net cash proceeds of approximately $13.5 million and $14.1 million , respectively, after the payment of underwriting commissions and discounts and other offering expenses payable by the Company. On July 21, 2015, the Company entered into At Market Issuance Sales Agreements with two agents, pursuant to which the Company may offer and sell, from time to time, up to 800,000 shares of the Series A Preferred Stock, in an “at-the-market” offering program ("ATM"). As of December 31, 2015, the Company sold 313,695 shares of Series A Preferred Stock under the ATM, generating net proceeds to the Company of approximately $6.7 million . During the year ended December 31, 2016 , the Company sold 336,905 shares of the Series A Preferred Stock, generating net proceeds to the Company of approximately $6.8 million and sold no shares of Series A Preferred Stock under the ATM during the fourth quarter of 2016. Since the inception of the ATM in July 2015 and through December 31, 2016 , the Company sold 650,600 shares of Series A Preferred Stock under the ATM, generating net proceeds to the Company of approximately $13.5 million (see Note 12 - Common and Preferred Stock ). The Company ceased sales under the ATM in September 2016, and will not engage in any additional sales of the Series A Preferred Stock while any preferred share repurchase program is in effect (see Note 19 - Subsequent Events ). The Company routinely has discussions with existing and new potential lenders to refinance current debt on a long-term basis and, in recent periods, has refinanced short-term acquisition-related debt with traditional long-term mortgage notes, some of which have been executed under government guaranteed lending programs. On July 30, 2015, the Company amended the terms of that certain 8% subordinated convertible note, issued by the Company to Cantone Asset Management, LLC ("CAM") and due July 31, 2015, with a principal payment amount as of such date of $4.8 million to: (i) extend the maturity date with respect to $1.5 million of the principal amount of the such note to October 31, 2017; (ii) increase the interest rate from 8.0% to 10.0% per annum; and (iii) increase the conversion price from $3.97 to $4.25 per share (see Note 9 - Notes Payable and Other Debt ). On September 19, 2016, the Company obtained an option to extend the maturity date of the credit facility entered into in September 2013 between a certain wholly-owned subsidiary of the Company and Housing & Healthcare Funding, LLC (the "Quail Creek Credit Facility") from September 2017 to September 2018, which option management intends to exercise. There is no assurance that we will be able to refinance or further extend the maturity date of this credit facility on terms that are favorable to the Company or at all. On September 29, 2016, the Company closed on HUD-guaranteed financing in the amount of $3.7 million , which refinanced approximately $3.1 million in debt previously owed by a certain-wholly owned subsidiary of the Company to The PrivateBank and Trust Company (the "PrivateBank"), with respect to the Company’s facility located in Georgetown, South Carolina (the “Georgetown Facility”) On October 6, 2016, the Company completed the sale of nine facilities located in Arkansas (the "Arkansas Facilities") for a total sales price of $55.0 million , which sale price consisted of: (i) cash consideration of $52.0 million (of which $35.2 million was accounted for as a net cashless transfer of assets for debt liabilities); and (ii) a promissory note in the amount of $3.0 million (the “Skyline Note”). Proceeds to the Company from the sale of the Arkansas Facilities exceeded related obligations by approximately $23.0 million . On October 6, 2016, in conjunction with the sale of the Arkansas Facilities, the Company repaid $2.4 million of debt associated with the Company’s facility located in College Park, Georgia (the “College Park Facility”). On December 14, 2016, the Company closed on HUD-guaranteed financing in the amount of $5.9 million , which refinanced approximately $5.9 million in debt previously owed by a certain-wholly owned subsidiary of the Company to the PrivateBank (the “Sumter Credit Facility”) with respect to the Company’s facility located in Sumter, South Carolina (the “Sumter Facility”). On June 18, 2016, a subsidiary of the Company entered into a new master sublease agreement (the “Peach Health Sublease”) with affiliates (collectively, “Peach Health Sublessee”) of Peach Health Group, LLC (“Peach Health”), providing that Peach Health Sublessee would take possession of the facilities (the “Peach Facilities”) subleased to affiliates of New Beginnings Care, LLC (“New Beginnings”) prior to their bankruptcy. The Peach Facilities are comprised of: (i) an 85 -bed skilled nursing facility located in Tybee Island, Georgia (the “Oceanside Facility”); (ii) a 50 -bed skilled nursing facility located in Tybee Island, Georgia (the “Savannah Beach Facility”); and (iii) a 131 -bed skilled nursing facility located in Jeffersonville, Georgia (the “Jeffersonville Facility”). Rent for the Savannah Beach Facility, the Oceanside Facility, and the Jeffersonville Facility is $0.3 million , $0.4 million and $0.6 million per annum, respectively; but such rent is only $1 per month for the Oceanside and Jeffersonville Facilities until the date such facilities are recertified by the U.S. Department of Health and Human Services Centers for Medicare and Medicaid Services (“CMS”) or April 1, 2017, whichever first occurs (the “Rent Commencement Date”). The Oceanside and Jeffersonville Facilities were recertified by CMS in February 2017 and December 2016, respectively. In addition, with respect to the Oceanside and Jeffersonville Facilities, Peach Health Sublessee is entitled to three months of $1 per month rent following the Rent Commencement Date and, following such three-month period, five months of rent discounted by 50% . In the event that the Savannah Beach Facility is decertified due to any previous non-compliance attributable to New Beginnings, rent for such facility will revert to $1 a month until it is recertified along with the other facilities. The Company also provided Peach Health with a $1.0 million line of credit to be used for working capital and capital expenditure needs (the “Peach Line” or "Peach Note"). As of December 31, 2016, Peach Health had borrowed approximately $0.7 million under the Peach Line. On January 10, 2017, the Company repurchased $6.7 million of its 10% convertible subordinated notes due April 30, 2017 pursuant to a cash tender offer for any and all of such outstanding convertible promissory notes (the "Tender Offer"). (See Note 19 -Subsequent Events). Cash Requirements At December 31, 2016 , the Company had $80.0 million in indebtedness of which the current portion is $13.2 million . This current portion is comprised of the following components: (i) convertible debt of $9.2 million ; and (ii) remaining debt of approximately $4.1 million which includes senior debt - bond and mortgage indebtedness (for a complete listing of our debt see Note 9 - Notes Payable and Other Debt). Subsequent to December 31, 2016, the Company repurchased $6.7 million in convertible debt pursuant to the Tender Offer using proceeds from the sale of the Arkansas Facilities. The Company anticipates net principal disbursements of approximately $13.2 million , which includes $9.1 million of convertible debt ( $6.7 million of which was repaid as part of the Tender Offer in January 2017), approximately $0.5 million of payments on shorter term vendor notes, $1.8 million of routine debt service amortization, and a $1.7 million payment of other debt which is inclusive of anticipated proceeds on refinancing of one facility in Oklahoma of approximately $1.2 million . Based on the described sources of liquidity, the Company expects sufficient funds for its operations and scheduled debt service, at least through the next twelve months. On a longer term basis, at December 31, 2016 , the Company has approximately $19.3 million of debt maturities due over the next two year period ending December 31, 2018. These debt maturities include the aforementioned $9.1 million of convertible promissory notes, which are convertible into shares of the common stock as well as $1.2 million for current maturities with respect to one facility located in Oklahoma. The Company believes its long-term liquidity needs will be satisfied by these same sources, as well as borrowings as required to refinance indebtedness. In November 2016, the Board approved two share repurchase programs (collectively, the "November 2016 Repurchase Program"), pursuant to which AdCare was authorized to repurchase up to 1.0 million shares of the common stock and 100,000 shares of the Series A Preferred Stock during a twelve-month period. As of December 31, 2016 , the Company had repurchased 2,300 shares of Series A Preferred Stock for approximately $48,000 , including commissions and customary business expenses, at an average price of $20.97 (excluding commissions) per share and 133,316 shares of the common stock for $0.3 million at an average price of $1.54 per share. The Company suspended the November 2016 Repurchase Program in February 2017. In the twelve months ended December 31, 2016 , the Company repurchased 150,000 shares of common stock pursuant to the share repurchase program announced on November 12, 2015 (the “November 2015 Repurchase Program”) at an average purchase price of approximately $2.05 per share, exclusive of commissions and related fees, for a net disbursement of approximately $0.2 million . Pursuant to the November 2015 Repurchase Program, the Company was authorized to repurchase up to 500,000 shares of its outstanding common stock during a twelve -month period. The Repurchase Program expired in accordance with its terms upon completion of such twelve-month period on November 12, 2016. The Company is a defendant in a total of 44 professional and general liability cases. The claims generally seek unspecified compensatory and punitive damages for former patients of the Company who were allegedly injured or died while patients of facilities operated by the Company due to professional negligence or understaffing. The Company established a self-insurance reserve for these professional and general liability claims, included within “Accrued expenses and other” in the Company’s unaudited consolidated balance sheets, of $6.9 million and $0.2 million at December 31, 2016, and December 31, 2015, respectively. The Company currently believes that most of the professional and general liability actions, and particularly many of the most recently filed actions, are defensible and intends to defend them through final judgement. Accordingly, the self-insurance reserve primarily reflects the Company's estimated legal costs of litigating the pending actions accordingly. Anticipated costs associated with such litigation are reflected in the $6.9 million accrual and are expected to be paid over time as litigation continues. The duration of such legal proceedings could be greater than one year subsequent to the year ended December 31, 2016, however management cannot reliably estimate the exact timing of payments. The Company expects to finance litigation and potential indemnity costs through cash on hand as well as other sources as described above. During the twelve months ended December 31, 2016, the Company generated negative cash flow from operations and anticipates positive cash flow from operations in 2017. In order to satisfy the Company’s capital needs, the Company seeks to: (i) refinance debt where possible to obtain more favorable terms; (ii) raise capital through the issuance of debt or equity securities; and (iii) increase operating cash flows through acquisitions. The Company anticipates that these actions, if successful, will provide the opportunity to maintain its liquidity, thereby permitting the Company to better meet its operating and financing obligations for the next twelve months. However, there is no guarantee that such actions will be successful. Management’s ability to raise additional capital through the issuance of equity securities and the terms upon which we are able to raise such capital may be adversely affected if we are unable to maintain the listing of the common stock and Series A Preferred Stock on the NYSE MKT. |
RESTRICTED CASH AND INVESTMENTS
RESTRICTED CASH AND INVESTMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Restricted Cash and Investments [Abstract] | ||
RESTRICTED CASH AND INVESTMENTS | RESTRICTED CASH AND INVESTMENTS The following presents the Company's various restricted cash, escrow deposits and investments: (Amounts in 000’s) March 31, 2017 December 31, 2016 Cash collateral $ 283 $ 260 Replacement reserves 822 811 Escrow deposits 555 529 Total current portion 1,660 1,600 Restricted investments for other debt obligations and certificates of deposit 467 2,274 HUD and other replacement reserves 1,688 1,590 Total noncurrent portion 2,155 3,864 Total restricted cash and investments $ 3,815 $ 5,464 Cash collateral —In securing mortgage financing from certain lending institutions, the Company and certain of its wholly-owned subsidiaries are required to deposit cash to be held as collateral in accordance with the terms of the loan agreements. Replacement reserves —Cash reserves set aside for non-critical building repairs to be completed within the next 12 months, pursuant to loan agreements. Escrow deposits —In connection with financing secured through our lenders, several wholly-owned subsidiaries of the Company are required to make monthly escrow deposits for taxes and insurance. Restricted investments for other debt obligations and certificates of deposit —In compliance with certain financing and insurance agreements, the Company and certain wholly-owned subsidiaries of the Company are required to deposit cash and/or certificates of deposit held as collateral by the lender or in escrow with certain designated financial institutions. HUD and other replacement reserves —The regulatory agreements entered into in connection with the financing secured through the U.S. Department of Housing and Urban Development (“HUD”) require monthly escrow deposits for replacement and improvement of the HUD project assets. | RESTRICTED CASH AND INVESTMENTS The following presents the Company's various restricted cash, escrow deposits and investments: December 31, Amounts in (000's) 2016 2015 Cash collateral and certificates of deposit $ 260 $ 7,687 Replacement reserves 811 950 Escrow deposits 529 532 Total current portion 1,600 9,169 Restricted investments for debt obligations 2,274 2,264 HUD and other replacement reserves 1,590 1,294 Total noncurrent portion 3,864 3,558 Total restricted cash and investments $ 5,464 $ 12,727 Cash collateral and certificates of deposit —In securing mortgage financing from certain lending institutions, the Company and certain of its wholly-owned subsidiaries are required to deposit cash and/or certificates of deposit to be held as collateral in accordance with the terms of the loan agreements. Replacement reserves —Cash reserves set aside for non-critical building repairs to be completed within the next 12 months, pursuant to loan agreements. Escrow deposits —In connection with financing secured through our lenders, several wholly-owned subsidiaries of the Company are required to make monthly escrow deposits for taxes and insurance. Restricted investments for debt obligations —In compliance with certain financing and insurance agreements, the Company and certain wholly-owned subsidiaries of the Company are required to deposit cash held as collateral by the lender or in escrow with certain designated financial institutions. HUD and other replacement reserves —The regulatory agreements entered into in connection with the financing secured through HUD require monthly escrow deposits for replacement and improvement of the HUD project assets. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT The following table sets forth the Company’s property and equipment: (Amounts in 000’s) Estimated Useful March 31, 2017 December 31, 2016 Buildings and improvements 5-40 $ 84,740 $ 84,108 Equipment and computer related 2-10 10,445 12,286 Land — 3,988 3,988 Construction in process — 36 602 99,209 100,984 Less: accumulated depreciation and amortization (20,683 ) (21,816 ) Property and equipment, net $ 78,526 $ 79,168 Buildings and improvements includes the capitalization of costs incurred for the respective certificates of need (the “CON”). For additional information on the CON amortization, see Note 6 - Intangible Assets and Goodwill . For the three months ended March 31, 2017 and 2016 , total depreciation was $0.7 million and $1.2 million , respectively. | PROPERTY AND EQUIPMENT The following table sets forth the Company’s property and equipment excluding $1.2 million classified as assets held for sale at December 31, 2015: December 31, (Amounts in 000's) Estimated Useful Lives (Years) 2016 2015 Buildings and improvements 5 - 40 $ 84,108 $ 128,912 Equipment and computer related 2 - 10 12,286 16,469 Land — 3,988 7,128 Construction in process — 602 390 100,984 152,899 Less: accumulated depreciation and amortization (21,816 ) (26,223 ) Property and equipment, net $ 79,168 $ 126,676 For the twelve months ended December 31, 2016 and 2015 , total depreciation and amortization expense was $5.3 million and $7.3 million , respectively. There were no amounts of total depreciation and amortization expense recognized in Loss from discontinued operations, net of tax during the twelve month period ended December 31, 2016 . Total depreciation and amortization expense excludes $0.1 million during the twelve month period ended December 31, 2015 , that is recognized in Loss from discontinued operations, net of tax. During the twelve months ended December 31, 2016 , the Company recorded no impairments in Property and equipment, net. We recognized approximately $21.0 thousand impairment for an office located in Roswell, Georgia as part of the sale from amounts previously recorded in Assets of disposal group held for sale (see Note 11 - Discontinued Operations ). On October 6, 2016, the Company completed the sale of the Arkansas Facilities, together with substantially all of the fixtures, equipment, furniture and other assets relating to such facilities (see Note 11 - Discontinued Operations ). During the twelve months ended December 31, 2015 , the Company recognized impairment charges of approximately $0.5 million and $0.1 million to write down the carrying value of its two office buildings located in Roswell, Georgia and one office building located in Rogers, Arkansas, respectively. The assets and liabilities of the office buildings are included in Assets and Liabilities Held for Sale as of December 31, 2015 , with all sales completed during 2016 (see Note 11 - Discontinued Operations ). |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Intangible assets consist of the following: (Amounts in 000’s) CON (included in property and equipment) Bed Licenses - Separable Lease Rights Total Balances, December 31, 2016 Gross $ 22,811 $ 2,471 $ 6,881 $ 32,163 Accumulated amortization (3,483 ) — (4,127 ) (7,610 ) Net carrying amount $ 19,328 $ 2,471 $ 2,754 $ 24,553 Amortization expense (171 ) — (167 ) (338 ) Balances, March 31, 2017 Gross 22,811 2,471 6,881 32,163 Accumulated amortization (3,654 ) — (4,294 ) (7,948 ) Net carrying amount $ 19,157 $ 2,471 $ 2,587 $ 24,215 Amortization expense for the CON included in property and equipment was approximately $0.2 million and $0.3 million for the three month periods ended March 31, 2017 and March 31, 2016 , respectively. Amortization expense for lease rights was approximately $0.2 million and $0.2 million for the three month periods ended March 31, 2017 and March 31, 2016 , respectively. Expected amortization expense for all definite-lived intangibles for each of the years ended December 31 is as follows: (Amounts in 000’s) Bed Licenses Lease Rights 2017 (a) $ 512 $ 500 2018 683 667 2019 683 667 2020 683 482 2021 683 203 Thereafter 15,913 68 Total expected amortization expense $ 19,157 $ 2,587 (a) Estimated amortization expense for the year ending December 31, 2017 , includes only amortization to be recorded after March 31, 2017 . The following table summarizes the carrying amount of goodwill: (Amounts in 000’s) March 31, 2017 December 31, 2016 Goodwill $ 2,945 $ 2,945 Accumulated impairment losses (840 ) (840 ) Net carrying amount $ 2,105 $ 2,105 The Company does not amortize indefinite-lived intangibles, which consist of separable bed licenses and goodwill. | INTANGIBLE ASSETS AND GOODWILL Intangible assets consist of the following: (Amounts in 000's) Bed Licenses Bed Licenses— Lease Total Balances, January 1, 2015 Gross $ 35,690 $ 2,471 $ 7,406 $ 45,567 Accumulated amortization (3,587 ) — (3,319 ) (6,906 ) Net carrying amount $ 32,103 $ 2,471 $ 4,087 $ 38,661 Dispositions Gross — — (525 ) (525 ) Accumulated amortization — — 525 525 Amortization expense (1,173 ) — (667 ) (1,840 ) Reclass to held for sale Gross — — — — Accumulated amortization — — — — Balances, December 31, 2015 Gross 35,690 2,471 6,881 45,042 Accumulated amortization (4,760 ) — (3,461 ) (8,221 ) Net carrying amount 30,930 2,471 3,420 36,821 Dispositions Gross (12,879 ) — — (12,879 ) Accumulated amortization 2,123 — — 2,123 Amortization expense (846 ) — (666 ) (1,512 ) Balances, December 31, 2016 Gross $ 22,811 $ 2,471 $ 6,881 $ 32,163 Accumulated amortization (3,483 ) — (4,127 ) (7,610 ) Net carrying amount $ 19,328 $ 2,471 $ 2,754 $ 24,553 Amortization expense for bed licenses is included in property and equipment depreciation and amortization expense (see Note 5 - Property and Equipment ). Estimated amortization expense for all finite-lived intangibles for each of the future years ending December 31 is as follows: Amounts in (000's) Bed Licenses Lease Rights 2017 $ 683 $ 667 2018 683 667 2019 683 667 2020 683 482 2021 683 203 Thereafter 15,913 68 Total $ 19,328 $ 2,754 The following table summarizes the changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 . (Amounts in 000's) Balances, January 1, 2015 Goodwill $ 5,023 Accumulated impairment losses (799 ) Total $ 4,224 Impairment losses (41 ) Net change during year (41 ) Balances, December 31, 2015 Goodwill $ 5,023 Accumulated impairment losses (840 ) Total $ 4,183 Disposals (2,078 ) Net change during year (2,078 ) Balances, December 31, 2016 Goodwill $ 2,945 Accumulated impairment losses (840 ) Total $ 2,105 On July 1, 2015, the Company completed the sale of its Bentonville Manor Nursing Home, 83 -bed skilled nursing facility located in Bentonville, Arkansas ("Bentonville") for approximately $3.4 million net of closing costs. The Company wrote off the remaining goodwill of $0.04 million at the time of sale. For the year ended December 31, 2016 , the Company determined that no other impairment adjustments were necessary for goodwill. The Company does not amortize goodwill or indefinite lived intangibles, which consist of separable bed licenses. On October 6, 2016, the Company completed the sale of the Arkansas Facilities and disposed of $2.1 million of goodwill (see Note 11 - Discontinued operations). |
Acquistions
Acquistions | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS For information regarding the Company’s acquisitions, see Note 17 - Subsequent Events. |
LEASES
LEASES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Leases [Abstract] | ||
LEASES | LEASES Operating Leases The Company leases a total of eleven skilled nursing facilities from unaffiliated owners under non-cancelable leases, all of which have rent escalation clauses and provisions for payments of real estate taxes, insurance and maintenance costs. Each of the skilled nursing facilities that are leased by the Company are subleased to and operated by third-party tenants. The Company also leases certain office space located in Suwanee, Georgia and Atlanta, Georgia. The Atlanta office space is subleased to a third-party tenant. As of March 31, 2017 , the Company is in compliance with all operating lease financial and administrative covenants. Future Minimum Lease Payments Future minimum lease payments for each of the next five years ending December 31, are as follows: (Amounts in 2017 (a) $ 6,167 2018 8,331 2019 8,492 2020 8,671 2021 8,830 Thereafter 46,456 Total $ 86,947 (a) Estimated minimum lease payments for the year ending December 31, 2017 include only payments to be recorded after March 31, 2017 . Leased and Subleased Facilities to Third-Party Operators The Company leases or subleases 26 facilities ( 15 owned by the Company and 11 leased to the Company) to third-party tenants on a triple net basis, meaning that the lessee (i.e., the third-party tenant of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. Peach Health. On June 18, 2016, ADK entered into the Peach Health Sublease with Peach Health Sublessee, providing that Peach Health Sublessee would take possession of and operate as subtenant: (i) an 85 -bed skilled nursing facility located in Tybee Island, Georgia (the “Oceanside Facility”); (ii) a 50 -bed skilled nursing facility located in Tybee Island, Georgia (the “Savannah Beach Facility”); and (iii) a 131 -bed skilled nursing facility located in Jeffersonville, Georgia (the “Jeffersonville Facility”), The Jeffersonville and Oceanside facilities were previously decertified by CMS in February and May 2016, respectively, for deficiencies related to its operations and maintenance of the facility while operated by the previous sublessee ( see Part II, Item 8, Notes to Consolidated Financial Statements, Note 7 - Leases included in the Annual Report for additional information). The Jeffersonville Facility and the Oceanside Facility were recertified by CMS as of December 20, 2016 and February 7, 2017, respectively, which are the Rent Commencement Dates for such facilities. The Peach Health Sublease became effective for the Jeffersonville Facility on June 18, 2016, and for the Savannah Beach and Oceanside Facilities on July 13, 2016 (the date on which ADK accepted possession of the facilities from the previous sublessee). The Peach Health Sublease is structured as a triple net lease, except that ADK assumes responsibility for the cost of certain deferred maintenance at the Savannah Beach Facility and capital improvements that may be necessary for the Oceanside and Jeffersonville Facilities in connection with recertification by CMS. Rent for the Savannah Beach Facility, the Oceanside Facility and the Jeffersonville Facility is $0.3 million , $0.4 million and $0.6 million per annum, respectively; provided, however, that rent is only $1 per month for the Oceanside and Jeffersonville Facilities until the respective Rent Commencement Dates. In addition, for the Oceanside and Jeffersonville Facilities, Peach Health Sublessee is entitled to three months of $1 per month rent following the respective Rent Commencement Dates and, following such three -month period, five months of rent discounted by 50% . The annual rent for each of the Peach Facilities will escalate at a rate of 3% each year pursuant to the Peach Health Sublease, and the term of the Peach Health Sublease for all three Peach Facilities expires on August 31, 2027. In connection with the Peach Health Sublease, the Company extended the Peach Line to the Peach Health Sublessee for up to $1.0 million for operations at the Peach Facilities (the “Peach Line” or “Peach Note”), with interest accruing on the unpaid balance under the Peach Line at a starting interest rate of 13.5% , increasing by 1% per annum. The entire principal amount due under the Peach Line, together with all accrued and unpaid interest thereunder, shall be due one year from the date of the first disbursement. The Peach Line is secured by a first priority security interest in Peach Health Sublessee’s assets and accounts receivable pursuant to a security agreement executed by Peach Health Sublessee (see Note 17 - Subsequent Events ). At March 31, 2017 , there was a $1.0 million outstanding balance on the Peach Line. Arkansas Leases and Facilities . Until February 3, 2016, the Company subleased through its subsidiaries (the “Aria Sublessors”) nine facilities located in Arkansas (collectively, the “Arkansas Facilities”) to affiliates (the “Aria Sublessees”) of Aria Health Group, LLC (“Aria”) pursuant to separate sublease agreements (the “Aria Subleases”). Effective February 3, 2016, the Company terminated each Aria Sublease due to the applicable Aria Sublessee’s failure to pay rent pursuant to the terms of such sublease. From February 5, 2016 to October 6, 2016, nine wholly-owned subsidiaries of the Company (each, a “Skyline Lessor”) leased the Arkansas Facilities to Skyline Healthcare LLC (“Skyline”), or an affiliate of Skyline (the “Skyline Lessee”), pursuant to a Master Lease Agreement, dated February 5, 2016 (the “Skyline Lease”). The term of the Skyline Lease commenced on April 1, 2016. In connection with the Skyline Lease, the Skyline Lessors entered into an Option Agreement, dated February 5, 2016, with Joseph Schwartz, the manager of Skyline, pursuant to which Mr. Schwartz, or an entity designated by Mr. Schwartz (the “Purchaser”), had an exclusive and irrevocable option to purchase the Arkansas Facilities at a purchase price of $55.0 million , consisting of cash consideration in the amount of $52.0 million and a promissory note with a principal amount of $3.0 million . The Company completed the sale of the Arkansas Facilities to the Purchaser on October 6, 2016. For further information see Part II, Item 8, Notes to Consolidated Financial Statements, Note 7 - Leases included in the Annual Report for additional information). Future minimum lease receivables from the Company’s facilities leased and subleased to third party tenants for each of the next five years ending December 31 are as follows: (Amounts in 2017 (a) $ 15,731 2018 21,825 2019 22,298 2020 22,825 2021 23,402 Thereafter 132,193 Total $ 238,274 (a) Estimated minimum lease receivables for the year ending December 31, 2017 , include only payments to be received after March 31, 2017 . For further details regarding the Company’s leased and subleased facilities to third-party operators, see Note 17 - Subsequent Events below and Part II, Item 8, Notes to Consolidated Financial Statements, Note 7 - Leases included in the Annual Report. | LEASES Operating Leases The Company leases a total of eleven skilled nursing facilities from unaffiliated owners under non-cancelable leases, most of which have rent escalation clauses and provisions for payments of real estate taxes, insurance and maintenance costs; each of the skilled nursing facilities that are leased by the Company are subleased to and operated by third-party tenants. The Company also leases certain office space located in Atlanta and Suwanee, Georgia. The Atlanta office space is subleased to a third-party entity. Foster Prime Lease. Eight of the Company's skilled nursing facilities (collectively, the "Georgia Facilities") are leased under a single master indivisible arrangement, by and between ADK Georgia, LLC, a Georgia limited liability company and subsidiary of the Company (“ADK”), and William M. Foster ("Lessor"), as landlord (the "Prime Lease"). Under the Prime Lease, a breach at a single facility could subject one or more of the other facilities covered by the same master lease to the same default risk. In addition, other potential defaults related to an individual facility may cause a default of the entire Prime Lease. With an indivisible lease, it is difficult to restructure the composition of the portfolio or economic terms of the lease without the consent of the landlord. On August 14, 2015, ADK and Lessor entered into an amendment to the Prime Lease (the “Second Amendment”) whereby the parties amended the Prime Lease to extend its initial term by seven years, resulting in a new lease termination date of August 31, 2027. In consideration for the extension, among other things, the Company agreed to: (i) pay to Lessor a fee of $575,000 ; (ii) release to Lessor upon the earlier of January 1, 2016 or the termination of the Prime Lease one month of pre-paid rent in the amount of $398,000 ; (iii) release to Lessor upon the earlier of January 1, 2017 or the termination of the Prime Lease the security deposit paid under the Prime Lease in the amount of $500,000 ; and (iv) pay to Lessor within ten days of the end of each quarter a payment of $26,000 . The annual base rent due in the first year immediately following the execution of the Second Amendment is approximately $5.3 million . Under the Second Amendment, the Company (and not Lessor) is responsible for the cost of maintaining the Georgia Facilities, including the cost to repair or replace all structural or capital items due to ordinary wear and tear. Pursuant to the Second Amendment: (i) Lessor consented to ADK’s sublease of the Georgia Facilities to a third-party tenant and ADK agreed to obtain Lessor’s consent prior to any future sublease of any of the Georgia Facilities; and (ii) the Company executed a lease guaranty for the benefit of Lessor whereby the Company guaranteed the performance of all of ADK’s obligations under the Prime Lease. In connection with such guaranty, the Company also consented to being primarily responsible for all of ADK’s obligations under the Prime Lease, thereby allowing Lessor to proceed directly against the Company, without having taken any prior action against ADK, should ADK be in default under the Prime Lease. On September 9, 2015 ADK and Lessor entered into a third amendment to the Prime Lease whereby commencing on July 1, 2016 and continuing during lease years two through five, rent increases at 2.0% annually and then increases at 2.5% annually for the remainder of the lease term. Bonterra/Parkview Master Lease. Two of the Company's facilities are leased under a single indivisible agreement (the "Bonterra/Parkview Master Lease"); therefore, a breach at a single facility could subject the second facility to the same default risk. On September 1, 2015, the Bonterra/Parkview Master Lease was amended (the "Bonterra/Parkview Master Lease Amendment"), whereby the parties agreed to: (i) extend its initial term by three years, resulting in a new lease termination date of August 31, 2025; (ii) provide consent to the sublease of the two facilities to a third-party operator; and (iii) extend the optional renewal terms to two separate twelve -year renewal periods. In consideration for the amended terms, among other things, the Company agreed to a monthly increase in base rent equal to 37.5% of the difference between the base rent owed by the Company under the Bonterra/Parkview Master Lease and the base rent owed to the Company by the new sublease operator. The annual base rent due in the first year immediately following the execution of the Bonterra/Parkview Master Lease Amendment is approximately $1.9 million . Covington Prime Lease. One of the Company's facilities is leased under an agreement dated August 26, 2002, as subsequently amended (the "Covington Prime Lease"), by and between the Company and Covington Realty, LLC. On August 1, 2015, the Covington Prime Lease was amended (the "Covington Prime Lease Amendment"), whereby the parties agreed to: (i) provide consent to the sublease of the facility to a third-party operator; (ii) extend the term of the lease to expire on April 30, 2025; and (iii) set the annual base rent, effective May 1, 2015 and continuing throughout the lease term, equal to 102% of the immediately preceding lease year's base rent. The annual base rent due in the first year immediately following the execution of the Covington Prime Lease Amendment is approximately $0.6 million . Future Minimum Lease Payments Future minimum lease payments for each of the next five years ending December 31 are as follows: (Amounts in 2017 $ 8,126 2018 8,308 2019 8,492 2020 8,671 2021 8,830 Thereafter 46,456 Total $ 88,883 Leased and Subleased Facilities to Third-Party Operators In connection with the Company's transition to a self-managed real estate investment company, 26 facilities ( 15 owned by us and 11 leased to us) are leased or subleased on a triple net basis, meaning that the lessee (i.e., the new third-party operator of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments, as applicable. Termination of Arkansas Leases . Until February 3, 2016, the Company subleased through its subsidiaries (the “Aria Sublessors”) the Arkansas Facilities to affiliates (the “Aria Sublessees”) of Aria Health Group, LLC (“Aria”) pursuant to separate sublease agreements (the “Aria Subleases”). Effective February 3, 2016, the Company terminated each Aria Sublease due to the applicable Aria Sublessee’s failure to pay rent pursuant to the terms of such sublease. The term of each Aria Sublease was approximately fifteen (15) years, and the annual aggregate base and special rent payable to the Company under the Aria Subleases was approximately $4.2 million in the first year of such subleases and the base rent was subject to specified annual rent escalators. On July 17, 2015, the Company made a short-term loan to Highlands Arkansas Holdings, LLC, an affiliate of Aria (“HAH”), for working capital purposes, and, in connection therewith, HAH executed a promissory note (the “ HAH Note”) in favor of the Company. Since July 17, 2015, the HAH Note has been amended from time to time and at December 31, 2015 and December 31, 2016, had an outstanding principal amount of $1.7 million and $1.0 million respectively and matured on December 31, 2015. The Company received $0.7 million in partial repayment of the HAH Note during the second quarter of 2016. The Company is currently seeking the repayment of the remaining balance of the HAH Note and expects repayment. Lease of Arkansas Facilities. From February 5, 2016 to October 6, 2016, nine wholly-owned subsidiaries of the Company (each, a “Skyline Lessor”) leased the Arkansas Facilities to Skyline Healthcare LLC (“Skyline”), or an affiliate of Skyline (the “Skyline Lessee”), pursuant to a Master Lease Agreement, dated February 5, 2016 (the “Skyline Lease”). The term of the Skyline Lease commenced on April 1, 2016. The initial lease term of the Skyline Lease was fifteen (15) years with two (2) separate renewal terms of five (5) years each. The Skyline Lease provided for annual rent in the first year of $5.4 million , and an annual rent escalator of 2.5% each year during the initial term and any subsequent renewal terms. Skyline guaranteed the obligations of its affiliates. Sale of Arkansas Facilities. In connection with the Skyline Lease, the Skyline Lessors entered into an Option Agreement, dated February 5, 2016, with Joseph Schwartz, the manager of Skyline, pursuant to which Mr. Schwartz, or an entity designated by Mr. Schwartz (the “Purchaser”), had an exclusive and irrevocable option to purchase the Arkansas Facilities at a purchase price of $55.0 million , which the Purchaser could exercise in accordance with such agreement until May 1, 2016. On April 22, 2016, the Purchaser delivered notice to the Company of its intent to exercise its option to purchase the Arkansas Facilities. Pursuant to such purchase option, on May 10, 2016, the Skyline Lessors and the Purchaser entered into a Purchase and Sale Agreement (the “Purchase Agreement”) whereby the Skyline Lessors agreed to sell, and the Purchaser agreed to buy, the Arkansas Facilities, together with all improvements, fixtures, furniture and equipment pertaining to such facilities (except for certain leased business equipment) and the Skyline Lessors’ intangible assets (including intellectual property) relating to the operation of the nursing home business at such facilities, for an aggregate purchase price of $55.0 million . Pursuant to the Purchase Agreement the purchase price consisted of: (i) a deposit of $1.0 million deposited by the Purchaser with an escrow agent at the time of the Purchaser’s exercise of the purchase option; (ii) cash consideration of $51.0 million to be paid at closing; and (iii) the Skyline Note from the Purchaser in favor of the Skyline Lessors with a principal amount of $3.0 million , to be executed and delivered at closing. For further information, see Note 3 - Liquidity and Profitability . On July 14, 2016, August 26, 2016 and September 29, 2016, the Skyline Lessors entered into separate letter agreements with Skyline and the Purchaser, which in the aggregate amended the Purchase Agreement to extend the date by which the purchase and sale of the Arkansas Facilities was required to close from August 1, 2016 to October 6, 2016 and increased the deposit payable by the Purchaser from $1.0 million to $1.8 million . On October 6, 2016, the Company completed the sale of the Arkansas Facilities to the Purchaser pursuant to the Purchase Agreement, as amended (see Note 11 - Discontinued Operations ). New Beginnings. On January 22, 2016, New Beginnings filed petitions to reorganize its finances under the U.S. Bankruptcy Code. New Beginnings operated the Oceanside Facility, the Savannah Beach Facility and the Jeffersonville Facility (collectively, the “New Beginnings Facilities”) pursuant to a master lease dated November 3, 2015, with the Company. The Jeffersonville Facility was decertified by CMS in February 2016 for deficiencies related to its operations and maintenance of the facility and in May 2016, a Notice of Involuntary Termination from CMS was issued to New Beginnings indicating that its operations at the Oceanside Facility were not in substantial compliance with CMS Requirements. From January 1, 2016 until June 4, 2016, New Beginnings paid de minimis rent for the Oceanside and Savannah Beach Facilities and did not pay rent for the Jeffersonville Facility. On March 4, 2016, due to defaults by New Beginnings, the Company petitioned the Bankruptcy Court to lift the automatic stay to enable the Company to regain possession of the New Beginnings Facilities. Prior to the court ruling on the motion, the Company entered into a consent order (the “Consent Order”) with New Beginnings, the debtors’ creditors’ committee, which represents the unsecured creditors in the proceedings, and Gemino Healthcare Finance, LLC (the debtors’ secured lender), in which the Company agreed to give the creditors’ committee until June 4, 2016 to sell all of New Beginnings’ assets, including the leasehold interests and personal property for the New Beginnings Facilities. The Consent Order further provided that if the creditors’ committee was unable to sell the assets by such date, the automatic stay would be lifted and the Company would be allowed to reclaim possession of the New Beginnings Facilities. The court signed the Consent Order on May 9, 2016, and it was entered on the docket on May 10, 2016. The automatic stay was lifted as of June 4, 2016, thereby allowing the Company to take possession of the New Beginnings Facilities from New Beginnings. Peach Health. On June 18, 2016, ADK entered into the Peach Health Sublease with Peach Health Sublessee, providing that Peach Health Sublessee would take possession of the Peach Facilities and operate them as a subtenant. The Peach Health Sublease became effective for the Jeffersonville Facility, on June 18, 2016 and for the Savannah Beach and Oceanside Facilities on July, 13, 2016 (the date on which ADK accepted possession of the facilities from New Beginnings). The Peach Health Sublease is structured as a triple net lease, except that ADK assumes responsibility for the cost of certain deferred maintenance at the Savannah Beach Facility and capital improvements that may be necessary for Peach Health Sublessee to recertify the Oceanside and Jeffersonville Facilities with CMS so they are eligible for Medicare and Medicaid reimbursement. The term of the Peach Health Sublease for all three Peach Facilities expires on August 31, 2027. As of December 31, 2016 , the Company has invested $0.8 million in the Oceanside and Jeffersonville Facilities. Rent for the Savannah Beach Facility, the Oceanside Facility and the Jeffersonville Facility is $0.3 million , $0.4 million and $0.6 million per annum, respectively. In addition, with respect to the Oceanside and Jeffersonville Facilities, Peach Health Sublessee is entitled to $1 per month rent until the first month after recertification by CMS and three months thereafter and, following such three -month period, five months of rent discounted by 50% . In addition, in the event that the Savannah Beach Facility is decertified due to any previous non-compliance attributable to New Beginnings, rent for such facility will revert to $1 a month until it is recertified along with the other facilities. The annual rent for each of the Peach Facilities will escalate at a rate of 3% each year pursuant to the Peach Health Sublease. Under the terms of the Peach Health Sublease, Peach Health Sublessee agreed to use its best efforts to pursue recertification of the Jeffersonville and Oceanside Facilities with CMS as soon as possible. In connection therewith, Peach Health Sublessee created an operating plan for such recertification, including a timetable and estimate of funds required from ADK for capital improvements for each such facility and submitted such plan to ADK for approval within sixty days of the commencement date of the Peach Health Sublease (a “Recertification Plan”). During the third quarter of 2016, the parties reached agreement on the terms of the Recertification Plan for both facilities. On December 20, 2016, the Jeffersonville Facility was recertified by CMS and received a new Medicare/Medicaid provider contract. For further information regarding the recertification of the Oceanside Facility, see Note 19 - Subsequent Events. In connection with the Peach Health Sublease, the Company has extended to Peach Health Sublessee a working capital line of credit of up to $1.0 million for operations at the Peach Facilities (the “Peach Line”), with interest accruing on the unpaid balance under the Peach Line at an interest rate of 13.5% per annum. The entire principal amount due under the Peach Line, together with all accrued and unpaid interest thereunder, shall be due one year from the date of the first disbursement. The Peach Line is secured by a first priority security interest in Peach Health Sublessee’s assets and accounts receivable pursuant to a security agreement executed by Peach Health Sublessee. At December 31, 2016 , there was a $0.7 million outstanding balance on the Peach Line. On April 7, 2017, the Company modified certain terms of the Peach Note in connection with the Peach Health Sublesses’ securing a $2.5 million working capital loan from a third party lender (see Note 19 - Subsequent Events). Future Minimum Lease Receivables Future minimum lease receivables for each of the next five years ending December 31 are as follows: (Amounts in (a) 2017 $ 20,744 2018 21,824 2019 22,299 2020 22,825 2021 23,402 Thereafter 132,193 Total $ 243,287 (a) R ecertification of the Jeffersonville and Oceanside Facilities occurred on December 20, 2016 and February 7, 2017, respectively. The following is a summary of the Company's leases to third-parties and which comprise the future minimum lease receivables of the Company. The terms of each lease are structured as "triple-net" leases. Each lease contains specific rent escalation amounts ranging from 2.0% to 3.0% annually. Further, each lease has one or more renewal options. For those facilities where the Company subleases, the renewal option in the sublease agreement is dependent on the Company's renewal of its lease agreement. Initial Lease Term Commencement Expiration Initial Facility Name Operator Affiliation (1) Date Date Annual Rent (Thousands) Owned Eaglewood ALF Beacon Health Management 8/1/2015 7/31/2025 $ 720 Eaglewood Care Center Beacon Health Management 8/1/2015 7/31/2025 720 H&C of Greenfield Beacon Health Management 8/1/2015 7/31/2025 360 Southland Healthcare Beacon Health Management 11/1/2014 10/31/2024 900 The Pavilion Care Center Beacon Health Management 8/1/2015 7/31/2025 360 Attalla Health Care C.R. Management 12/1/2014 8/31/2030 1,080 Autumn Breeze C.R. Management 9/30/2015 9/30/2025 840 College Park C.R. Management 4/1/2015 3/31/2025 600 Coosa Valley Health Care C.R. Management 12/1/2014 8/31/2030 900 Glenvue H&R C.R. Management 7/1/2015 6/30/2025 1,140 NW Nursing Center Southwest LTC 12/31/2015 11/30/2025 300 Quail Creek Southwest LTC 12/31/2015 11/30/2025 660 Georgetown Health Symmetry Healthcare 4/1/2015 3/31/2030 288 Mountain Trace Rehab Symmetry Healthcare 6/1/2015 5/31/2030 648 Sumter Valley Nursing Symmetry Healthcare 4/1/2015 3/31/2030 770 Subtotal Owned Facilities (15) $ 10,286 Leased Covington Care Beacon Health Management 8/1/2015 4/30/2025 $ 780 Lumber City Beacon Health Management 11/1/2014 8/31/2027 840 LaGrange C.R. Management 4/1/2015 8/31/2027 960 Thomasville N&R C.R. Management 7/1/2014 8/31/2027 324 Jeffersonville Peach Health 6/18/2016 8/31/2027 636 Oceanside Peach Health 7/13/2016 8/31/2027 432 Savannah Beach Peach Health 7/13/2016 8/31/2027 252 Bonterra Wellington Health Services 9/1/2015 8/31/2025 1,020 Parkview Manor/Legacy Wellington Health Services 9/1/2015 8/31/2025 1,020 Powder Springs Wellington Health Services 4/1/2015 8/31/2027 2,100 Tara Wellington Health Services 4/1/2015 8/31/2027 1,800 Subtotal Leased Facilities (11) $ 10,164 Total (26) $ 20,450 (1) Represents the number of facilities which are leased or subleased to separate tenants, which tenants are affiliates of the entity named in the table above. Our leases and subleases are by facility with tenants that are separate legal entities affiliated with the above operators. All facilities are skilled nursing facilities except for Eaglewood ALF which is an assisted living facility. All facilities have renewal provisions of one term of five years except facilities (Mountain Trace, Quail Creek, NW Nursing, Sumter Valley, and Georgetown) which have two renewal terms with each being five years. The leases also contain standard rent escalations that range from 2.0% to 3.0% annually. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Payables and Accruals [Abstract] | ||
ACCRUED EXPENSES | ACCRUED EXPENSES AND OTHER Accrued expenses and other consist of the following: (Amounts in 000’s) March 31, 2017 December 31, 2016 Accrued employee benefits and payroll related $ 468 $ 442 Real estate and other taxes 548 557 Self-insured reserve (1) 6,048 6,924 Accrued interest 263 251 Other accrued expenses 673 903 Total accrued expenses and other $ 8,000 $ 9,077 (1) The Company self-insures against professional and general liability cases and uses a third party administrator and outside counsel to manage and defend the claims. The decrease in the reserve at March 31, 2017 , reflects the legal and associated settlement amounts relieved from the accrual to be paid, see Note 15 - Commitments and Contingencies . | ACCRUED EXPENSES AND OTHER Accrued expenses consist of the following: December 31, Amounts in (000's) 2016 2015 Accrued employee benefits and payroll related $ 442 $ 1,332 Real estate and other taxes 557 411 Self-insured reserve (1) 6,924 221 Accrued interest 251 484 Other accrued expenses 903 677 Total $ 9,077 $ 3,125 (1) The Company self-insures against professional and general liability cases and uses a third party administrator and outside counsel to manage and defend the claims (see Note 15 - Commitments and Contingencies ). |
NOTES PAYABLE AND OTHER DEBT
NOTES PAYABLE AND OTHER DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE AND OTHER DEBT | NOTES PAYABLE AND OTHER DEBT See Part II, Item 8, Notes to Consolidated Financial Statements, Note 9 - Notes Payable and Other Debt included in the Annual Report for a detailed description of all the Company’s debt facilities. Notes payable and other debt consists of the following: (Amounts in 000’s) March 31, 2017 December 31, 2016 Senior debt—guaranteed by HUD $ 34,286 $ 34,473 Senior debt—guaranteed by USDA (a) 20,831 22,518 Senior debt—guaranteed by SBA (b) 2,293 2,319 Senior debt—bonds 7,145 7,145 Senior debt—other mortgage indebtedness 5,586 5,639 Other debt 1,479 1,063 Convertible debt 2,500 9,200 Subtotal 74,120 82,357 Deferred financing costs, net (2,099 ) (2,196 ) Unamortized discount on bonds (188 ) (191 ) Total debt 71,833 79,970 Less: current portion of debt 6,868 13,154 Notes payable and other debt, net of current portion $ 64,965 $ 66,816 (a) U.S. Department of Agriculture (“USDA”) (b) U.S. Small Business Administration (“SBA”) The following is a detailed listing of the debt facilities that comprise each of the above categories: (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) March 31, 2017 December 31, 2016 Senior debt - guaranteed by HUD The Pavilion Care Center Red Mortgage 12/01/2027 Fixed 4.16% $ 1,408 $ 1,434 Hearth and Care of Greenfield Red Mortgage 08/01/2038 Fixed 4.20% 2,175 2,191 Woodland Manor Midland State Bank 10/01/2044 Fixed 3.75% 5,419 5,447 Glenvue Midland State Bank 10/01/2044 Fixed 3.75% 8,414 8,457 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65% 7,315 7,352 Georgetown Midland State Bank 10/01/2046 Fixed 2.98% 3,704 3,723 Sumter Valley KeyBank 01/01/2047 Fixed 3.70% 5,851 5,869 Total $ 34,286 $ 34,473 Senior debt - guaranteed by USDA (b) Attalla Metro City 06/30/2032 Prime + 1.50% 5.50% $ 6,335 $ 7,189 Coosa Metro City 06/30/2032 Prime + 1.50% 5.50% 5,712 6,483 Mountain Trace Community B&T 01/24/2036 Prime + 1.75% 5.75% 4,353 4,384 Southland Bank of Atlanta 07/27/2036 Prime + 1.50% 6.00% 4,431 4,462 Total $ 20,831 $ 22,518 Senior debt - guaranteed by SBA College Park CDC 10/01/2031 Fixed 2.81% $ 1,589 $ 1,611 Southland Bank of Atlanta 07/27/2036 Prime + 2.25% 5.75% 704 708 Total $ 2,293 $ 2,319 (a) Represents cash interest rates as of March 31, 2017 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.08% to 0.53% per annum. (b) For the four skilled nursing facilities, the Company has term loans insured 70% to 80% by the USDA with financial institutions. The loans have an annual renewal fee for the USDA guarantee of 0.25% of the guaranteed portion. The loans have prepayment penalties of 4% to 6% through 2016, which decline 1% each year capped at 1% for the remainder of the term. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) March 31, 2017 December 31, 2016 Senior debt - bonds Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65% $ 6,610 $ 6,610 Eaglewood Bonds Series B City of Springfield, Ohio 05/01/2021 Fixed 8.50% 535 535 Total $ 7,145 $ 7,145 (a) Represents cash interest rates as of March 31, 2017 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing of approximately 0.26% per annum. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) March 31, 2017 December 31, 2016 Senior debt - other mortgage indebtedness Quail Creek (b) Congressional Bank 09/30/2017 LIBOR + 4.75% 5.75% 4,402 4,432 Northwest First Commercial 12/31/2017 Prime 5.00% 1,184 1,207 Total $ 5,586 $ 5,639 (a) Represents cash interest rates as of March 31, 2017 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.00% to 0.86% per annum. (b) On September 19, 2016, the Company obtained an option to extend the maturity date of the Quail Creek Credit Facility from September 2017 to September 2018, which management intends to exercise. (Amounts in 000’s) Lender Maturity Interest Rate March 31, 2017 December 31, 2016 Other debt First Insurance Funding 02/28/2018 Fixed 3.99% $ 193 $ 20 Key Bank 10/17/2017 Fixed 0.00% 495 496 Pharmacy Care of Arkansas 02/08/2018 Fixed 2.00% 422 547 South Carolina Department of Health & Human Services (a) 02/24/2019 Fixed 5.75% 369 — Total $ 1,479 $ 1,063 (a) On February 21, 2017, the South Carolina Department of Health and Human Services (“SCHHS”) issued fiscal year 2013 Medicaid audit reports for two facilities operated by the Company during 2013. In the fiscal year 2013 Medicaid audit reports, it was determined the Company owes an aggregate $0.4 million related to patient-care related payments made by the SCHHS during 2013. Repayment of the $0.4 million began on March 24, 2017 in the form of a two-year note bearing interest of 5.75% per annum. (Amounts in 000’s) Facility Maturity Interest Rate (a) March 31, 2017 December 31, 2016 Convertible debt Issued July 2012 10/31/2017 Fixed 10.00% $ 1,500 $ 1,500 Issued March 2015 (b) (c) 04/30/2017 Fixed 10.00% 1,000 7,700 Total $ 2,500 $ 9,200 (a) Represents cash interest rates as of March 31, 2017 . The rates exclude amortization of deferred financing costs which range from 0.25% to 1.92% per annum. (b) On December 8, 2016, the Company announced the Tender Offer for any and all of the 2015 Notes at a cash purchase price equal to $1,000 per $1,000 principal amount of the 2015 Notes purchased, plus accrued and unpaid interest to, but not including, the payment date. The Tender Offer expired on January 9, 2017, and $6.7 million in aggregate principal amount of the 2015 Notes were tendered and paid on January 10, 2017. (c) On April 30, 2017, the remaining $1.0 million in aggregate principal amount of the 2015 Notes outstanding was repaid (see Note 17 - Subsequent Events ). Debt Covenant Compliance As of March 31, 2017 , the Company had approximately 28 credit related instruments (credit facilities, mortgage notes, bonds and other credit obligations) outstanding that include various financial and administrative covenant requirements. Covenant requirements include, but are not limited to, fixed charge coverage ratios, debt service coverage ratios, minimum EBITDA or EBITDAR, current ratios and tangible net worth requirements. Certain financial covenant requirements are based on consolidated financial measurements whereas others are based on measurements at the subsidiary level (i.e., facility, multiple facilities or a combination of subsidiaries). The subsidiary level requirements are as follows: (i) financial covenants measured against subsidiaries of the Company; and (ii) financial covenants measured against third-party operator performance. Some covenants are based on annual financial metric measurements whereas others are based on quarterly financial metric measurements. The Company routinely tracks and monitors its compliance with its covenant requirements. The table below indicates which of the Company’s credit-related instruments were not in compliance as of March 31, 2017 . Credit Facility Balance at Subsidiary or Operator Level Covenant Requirement Financial Covenant Min/Max Financial Future Congressional Bank - Mortgage Note - QC Property Holdings, LLC $ 4,401 Operator Minimum Fixed Charge Coverage Ratio 1.1 0.3 (a) 1.1 Operator Minimum Operator Occupancy 75% 70% (a) 75% Operator Minimum Operator EBITDAR (000’s) $563 $477 (a) $642 (a) Waiver for violation of covenant obtained. Scheduled Maturities The schedule below summarizes the scheduled maturities for the twelve months ended March 31 of the respective year (not adjusted for commitments to refinance or extend the maturities of debt as noted above): For the twelve months ended March 31, (Amounts in 000’s) (a) 2018 $ 6,890 2019 6,326 2020 1,960 2021 2,064 2022 2,161 Thereafter 54,719 Subtotal $ 74,120 Less: unamortized discounts (188 ) Less: deferred financing costs, net (2,099 ) Total notes and other debt $ 71,833 (a) Excludes maturities for a Loan Agreement entered into May 1, 2017 (see Note 17 - Subsequent Events - Meadowood Credit Facility ). | NOTES PAYABLE AND OTHER DEBT Notes payable and other debt consists of the following: December 31, Amounts in (000's) 2016 2015 Senior debt—guaranteed by HUD (a) 34,473 25,469 Senior debt—guaranteed by USDA (a) 22,518 26,463 Senior debt—guaranteed by SBA (a) 2,319 3,548 Senior debt—bonds 7,145 7,230 Senior debt—other mortgage indebtedness 5,639 51,128 Other debt 1,063 2,638 Convertible debt (c) 9,200 9,200 Sub Total 82,357 125,676 Deferred financing costs (2,196 ) (2,712 ) Unamortized discounts on bonds (191 ) (205 ) Total 79,970 122,759 Less current portion 13,154 50,960 Less: portion included in liabilities of disposal group held for sale (b) — 958 Notes payable and other debt, net of current portion $ 66,816 $ 70,841 (a) HUD, U.S. Department of Agriculture ("USDA"), U.S. Small Business Administration ("SBA"). (b) Includes no deferred financing costs at December 31, 2016 and December 31, 2015 respectively. (c) On December 8, 2016, the Company announced the Tender Offer for any and all of its $7.7 million convertible subordinated notes due April 30, 2017. On January 10, 2017, the Company accepted for payment $6.7 million pursuant to the Tender Offer, (see Note 19 - Subsequent events) . The following is a detailed listing of the debt facilities that comprise each of the above categories: (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2016 December 31, 2015 Senior debt - guaranteed by HUD The Pavilion Care Center Red Mortgage 12/01/2027 Fixed 4.16% $ 1,434 $ 1,534 Hearth and Care of Greenfield Red Mortgage 08/01/2038 Fixed 4.20% 2,191 2,251 Woodland Manor Midland State Bank 10/01/2044 Fixed 3.75% 5,447 5,556 Glenvue Midland State Bank 10/01/2044 Fixed 3.75% 8,457 8,628 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65% 7,352 7,500 Georgetown (c) Midland State Bank 01/10/2046 Fixed 2.98% 3,723 — Sumter Valley (d) Key Bank 01/01/2047 Fixed 3.70% 5,869 — Total $ 34,473 $ 25,469 Senior debt - guaranteed by USDA (e) Attalla Metro City 09/30/2035 Prime + 1.50% 5.50% $ 7,189 $ 7,400 Coosa Metro City 09/30/2035 Prime + 1.50% 5.50% 6,483 6,671 Mountain Trace Community B&T 01/24/2036 Prime + 1.75% 5.75% 4,384 4,507 Southland Bank of Atlanta 07/27/2036 Prime + 1.50% 6.00% 4,462 4,576 Homestead (b) Square 1 10/14/2036 Prime + 1.00% 5.75% — 3,309 Total $ 22,518 $ 26,463 Senior debt - guaranteed by SBA College Park CDC 10/01/2031 Fixed 2.81% $ 1,611 $ 1,697 Stone County (b) CDC 07/01/2032 Fixed 2.42% — 1,123 Southland Bank of Atlanta 07/27/2036 Prime + 2.25% 5.75% 708 728 Total $ 2,319 $ 3,548 (a) Represents cash interest rates as of December 31, 2016 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.08% to 1.92% per annum. (b) On October 6, 2016, the Company completed the sale of the Arkansas Facilities (see Note 11 - Discontinued Operations). (c) On September 29, 2016, the Company closed a HUD-guaranteed financing in the amount of $3.7 million , maturing in 2046 and bearing an interest rate of 2.98% (interest rate excludes annual mortgage insurance premiums), which refinanced approximately $3.1 million in debt previously owed to the PrivateBank with respect to the Georgetown Facility. (d) On December 14, 2016, the Company refinanced the Sumter Credit Facility with $5.9 million of new mortgage debt maturing in 2047 and bearing an interest rate of 3.70% (interest rate excludes annual mortgage insurance premiums). The HUD-guaranteed mortgage refinances $5.9 million of short term debt that bore an interest rate of 4.71% at September 30, 2016. (e) For the five skilled nursing facilities, the Company has term loans insured 70% to 80% by the USDA with financial institutions. The loans have an annual renewal fee for the USDA guarantee of 0.25% of the guaranteed portion. The loans have prepayment penalties of 4% to 6% through 2016, which decline 1% each year capped at 1% for the remainder of the term. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2016 December 31, 2015 Senior debt - bonds Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65% $ 6,610 $ 6,610 Eaglewood Bonds Series B City of Springfield, Ohio 05/01/2021 Fixed 8.50% 535 620 Total $ 7,145 $ 7,230 (a) Represents cash interest rates as of December 31, 2016 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.08% to 1.92% per annum. (Amounts in 000’s) December 31, December 31, Facility Lender Maturity Interest Rate (a) 2016 2015 Senior debt - other mortgage indebtedness Sumter Valley (c) PrivateBank 09/01/2016 LIBOR + 4.25% 4.71% $ — $ 5,123 Georgetown (g) PrivateBank 09/01/2016 LIBOR + 4.25% 4.71% — 4,026 Northridge (b) PrivateBank (d) 09/01/2016 LIBOR + 4.25% 5.50% — 4,230 Woodland Hills (b) PrivateBank (d) 09/01/2016 LIBOR + 4.25% 5.50% — 3,557 Abington/Cumberland (b) PrivateBank (d) 09/01/2016 LIBOR + 4.25% 5.50% — 4,029 Heritage Park (b) PrivateBank (d) 09/01/2016 LIBOR + 3.50% 6.00% — 3,370 River Valley (b) PrivateBank (d) 09/01/2016 LIBOR + 3.50% 6.00% — 3,989 Little Rock/West Markham (b), (f) PrivateBank (d) 12/31/2016 LIBOR + 4.00% 6.00% — 11,399 Quail Creek (e) Congressional Bank 09/30/2017 LIBOR + 4.75% 5.75% 4,432 5,000 Northwest First Commercial 12/31/2017 Prime 5.00% 1,207 1,285 Stone County (b) Metro City 06/08/2022 Prime + 2.25% 6.25% — 1,697 College Park (f) Bank of Las Vegas 05/01/2031 Prime + 2.00% 6.25% — 2,465 Hembree Rd. Building (h) Fidelity Bank 12/01/2017 Fixed 5.50% — 958 Total $ 5,639 $ 51,128 (a) Represents cash interest rates as of December 31, 2016 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.08% to 1.92% per annum. (b) On October 6, 2016, the Company completed the sale of the Arkansas Facilities (see Note 11 - Discontinued Operations). (c) On March 24, 2016 , the Company obtained a lender commitment to extend the maturity date of the Sumter Credit Facility with PrivateBank from September 2016 to June 2017, subject to definitive documentation and certain closing conditions, which commitment expired on November 30, 2016. On June 13, 2016, the Company received a commitment to refinance the Sumter Credit Facility, subject to definitive documentation and certain closing conditions. On December 14, 2016, the Company refinanced existing mortgage debt with Key Bank on the Sumter Facility with $5.9 million of new mortgage debt maturing in 2047 and bearing an interest rate of 3.70% (interest rate excludes annual mortgage insurance premiums). The HUD-guaranteed mortgage refinances $5.9 million of short term debt that bore an interest rate of 4.71% at September 30, 2016. (d) On March 24, 2016, the Company obtained the release of approximately $3.9 million of restricted cash funds and applied the amounts as additional principal payments related to certain of the above debt facilities with the PrivateBank. (e) On September 19, 2016, the Company obtained an option to extend the maturity date of the Quail Creek Credit Facility from September 2017 to September 2018, which management intends to exercise. (f) On October 6, 2016, the related debt was repaid with a portion of the net proceeds from the sale of the Arkansas Facilities (see Note 11 - Discontinued Operations ). (g) On September 29, 2016, the Company closed a HUD-guaranteed financing with Midland State Bank in the amount of $3.7 million , maturing in 2046 and bearing an interest rate of 2.98% (interest rate excludes annual mortgage insurance premiums), which refinanced approximately $3.1 million in debt previously owed to the PrivateBank with respect to the Georgetown Facility. (h) Debt included in liabilities of disposal group held for sale. On April 25, 2016, the Company completed the sale of the related office building located in Roswell, Georgia (see Note 11 - Discontinued Operations ). (Amounts in 000’s) Lender Maturity Interest Rate December 31, 2016 December 31, 2015 Other debt First Insurance Funding 02/28/2017 Fixed 3.99% $ 20 $ 14 Key Bank 10/17/2017 Fixed 0.00% 496 680 Reliant Rehabilitation 11/15/2016 Fixed 7.00% — 944 Pharmacy Care of Arkansas 02/08/2018 Fixed 2.00% 547 1,000 Total $ 1,063 $ 2,638 (Amounts in 000’s) Facility Conversion price Maturity Interest Rate (a) December 31, 2016 December 31, 2015 Convertible debt Issued July 2012 $ 4.25 10/31/2017 Fixed 10.00% $ 1,500 $ 1,500 Issued March 2015 (b) $ 4.25 04/30/2017 Fixed 10.00% 7,700 7,700 Total $ 9,200 $ 9,200 (a) Represents cash interest rates as of December 31, 2016 . The rates exclude amortization of deferred financing costs which range from 0.08% to 1.92% per annum. (b) On December 8, 2016, the Company announced the Tender Offer for any and all of its $7.7 million convertible subordinated notes due April 3, 2017. On January 10, 2017, the Company accepted for payment $6.7 million pursuant to the Tender Offer (see Note 19 - Subsequent Events) . Scheduled Maturities The schedule below summarizes the scheduled maturities as of December 31, 2016 for each of the next five years and thereafter. Amounts in (000's) 2017 $ 13,218 2018 6,108 2019 1,844 2020 1,937 2021 2,030 Thereafter 57,220 Subtotal 82,357 Less: unamortized discounts (191 ) Less: deferred financing costs (1) (2,196 ) Total notes and other debt $ 79,970 (1) Approximately $0.1 million of deferred financing is recorded in "Current portion of convertible debt, net" on the Consolidated Balance sheets. Debt Covenant Compliance As of December 31, 2016 , the Company has approximately thirty-eight credit related instruments (credit facilities, mortgage notes, bonds and other credit obligations) outstanding that include various financial and administrative covenant requirements. Covenant requirements include, but are not limited to, fixed charge coverage ratios, debt service coverage ratios, minimum EBITDA or EBITDAR, current ratios and tangible net worth requirements. Certain financial covenant requirements are based on consolidated financial measurements whereas others are based on subsidiary level (i.e. facility, multiple facilities or a combination of subsidiaries comprising less than the Company's consolidated financial measurements). The subsidiary level requirements are as follows: (i) financial covenants measured against subsidiaries of the Company; and (ii) financial covenants measured against third-party operator performance. Some covenants are based on annual financial metric measurements whereas others are based on quarterly financial metric measurements. The Company routinely tracks and monitors its compliance with its covenant requirements. In recent periods, including as of December 31, 2016 , the Company has not been in compliance with certain financial and administrative covenants. For each instance of such non-compliance, the Company has obtained waivers or amendments to such requirements including as necessary modifications to future covenant requirements or the elimination of certain requirements in future periods. The Company’s credit-related instruments were all in financial compliance as of December 31, 2016 . Included in several of the Company’s various loan agreements are administrative covenants requiring that a set of audited financial statements be provided of the guarantor within 90 days of the end of each fiscal year (the “Administrative Covenants”). For the year ended December 31, 2016 , management has either received a waiver for all such Administrative Covenants or has applied a 30 -day cure provision, as provided in the loan agreements. Revolving Credit Facilities and Lines of Credit Contemporary Healthcare On August 17, 2012, in conjunction with the acquisition of the Companions Specialized Care Center, a 121-bed skilled nursing facility located in Tulsa, Oklahoma (“Companions”), a wholly owned subsidiary of the Company entered into a Loan Agreement with Contemporary Healthcare Capital LLC ("Contemporary") and issued a promissory note in favor of Contemporary with a principal amount of $0.6 million maturing on August 20, 2015 with an annual interest rate of 9.0% . On May 14, 2015, the outstanding principal amount of $0.2 million under loan was repaid in full. Gemino-Northwest Credit Facility On May 30, 2013, NW 61st Nursing, LLC (“Northwest”), a wholly owned subsidiary of the Company, entered into a senior-secured revolving credit facility with Gemino Healthcare Finance, LLC with principal amount of $1.0 million . Interest accrued on the principal balance thereof at an annual rate of 4.75% plus the current LIBOR rate. Northwest also paid to Gemino: (i) a collateral monitoring fee equal to 1.0% per annum of the daily outstanding balance of the facility; and (ii) a fee equal to 0.5% per annum of the unused portion of the facility. The facility was secured by a security interest in the accounts receivable of the Northwest facility. AdCare had unconditionally guaranteed all amounts owing under the Northwest Credit Facility. On April 30, 2015, the outstanding principal amount of $1.0 million under the facility was repaid in full. Gemino-Bonterra Credit Facility On April 27, 2011, ADK Bonterra/Parkview, LLC, a wholly owned subsidiary of the Company entered into a senior secured credit facility for up to $2.0 million with Gemino. Interest accrued on the principal balance outstanding at an annual rate equal to the LIBOR rate plus an applicable margin of 4.75% to 5.00% , which fluctuated depending upon the principal amount outstanding. On July 1, 2015, the outstanding principal amount of $0.4 million under the facility was repaid in full. PrivateBank Credit Facility During 2015, certain wholly owned subsidiaries (the “PrivateBank Borrowers”) the Company entered into a number of loan modifications with the PrivateBank, which modified that certain Loan Agreement, dated September 20, 2012, between the certain affiliates of the Company, PrivateBank and the Company, as guarantor (as amended, the “PrivateBank Credit Facility”). Under these modifications :(i) PrivateBank consented to the transfer of operations to new operators and the amendment of the related leases; (ii) the outstanding amount owing under the PrivateBank Credit Facility was reduced from $8.8 million to $1.8 million . In December 2015, the PrivateBank Credit Facility was repaid in full and as of December 31, 2016: (i) there were no cash borrowings outstanding under the PrivateBank Credit Facility and (ii) the Company had $0.4 million of outstanding letters of credit related to this credit facility. PrivateBank-Woodland Nursing and Glenvue Nursing Credit Facility On September 24, 2014, certain wholly-owned subsidiaries of the Company entered into a Loan and Security Agreement with PrivateBank. The facility provided for a $1.5 million principal amount senior secured revolving credit facility. In the fourth quarter of 2015, the Woodland Nursing and Glenvue Nursing Credit Facility was repaid in full and the Company terminated and closed the facility. Senior Debt-Guaranteed by HUD Autumn Breeze On December 17, 2014, Mt. Kenn Property Holdings, LLC (“Mt. Kenn”), a wholly owned subsidiary of the Company, entered into a Mortgage and Deed of Trust Agreement (the “Mt. Kenn Credit Facility”), with KeyBank National Association ("KeyBank"). The Mt. Kenn Credit Facility provides for a $7.6 million principal amount secured credit facility. The Mt. Kenn Credit Facility is secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the Mt. Kenn Facility. HUD has insured all amounts owing under the Mt. Kenn Credit Facility. The Mt. Kenn Credit Facility contains customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, and failure to perform or comply with certain agreements. Upon the occurrence of certain events of default, KeyBank may, after receiving the prior written approval of HUD, terminate the Mt. Kenn Credit Facility and all amounts under the Mt. Kenn Credit Facility will become immediately due and payable. In connection with entering into the Mt. Kenn Credit Facility, Mt. Kenn entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. Glenvue On September 24, 2014, a wholly owned subsidiary of the Company entered into a Mortgage and Deed of Trust Agreement (the “Glenvue Credit Facility”), with Housing & Healthcare Finance, LLC ("H&H") in connection with the refinancing of the skilled nursing facility known as Glenvue Health and Rehabilitation ("Glenvue"). The Glenvue Credit Facility provides for an $ 8.8 million principal amount secured credit facility. The Glenvue Credit Facility is secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to Glenvue. HUD has insured all amounts owing under the Glenvue Credit Facility. The Glenvue Credit Facility contains customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, failure to perform or comply with certain agreements and certain events of bankruptcy and insolvency. Upon the occurrence of certain events of default, H&H may, after receiving the prior written approval of HUD, terminate the Glenvue Credit Facility and all amounts under the Glenvue Credit Facility will become immediately due and payable. In connection with entering into the Glenvue Credit Facility, a wholly owned subsidiary of the Company entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. Hearth and Care of Greenfield On October 1, 2014, a certain wholly-owned subsidiary of the Company entered into a Modification Agreement with Red Mortgage Capital, Inc. ("Red Capital") and HUD which modified the loan agreement, dated July 29, 2008, by and between a wholly-owned subsidiary of the Company and Red Capital, which matures in 2038. The modification, among other things: (i) reduced the rate of interest therein provided from 6.50% per annum to 4.20% per annum, effective as of November 1, 2014; (ii) revised the amount of monthly installments of interest and principal payable on and after December 1, 2014, so as to re-amortize in full the loan over the remaining term thereof; and (iii) modified the prepayment provision of the loan. The Pavilion Care Center On October 1, 2014, a certain wholly-owned subsidiary of the Company entered into a Modification Agreement with Red Capital and HUD which modified the loan agreement, dated November 27, 2007, by and between a wholly-owned subsidiary of the Company and Red Capital, which matures in 2027. The modification, among other things: (i) reduced the rate of interest therein provided from 5.95% per annum to 4.16% per annum, effective as of November 1, 2014; (ii) revised the amount of monthly installments of interest and principal payable on and after December 1, 2014, so as to re-amortize in full the loan over the remaining term thereof; and (iii) modified the prepayment provision of the loan. Woodland Manor On September 24, 2014, a wholly owned subsidiary of the Company ("Woodland"), entered into a Mortgage and Deed of Trust Agreement (the “Woodland Credit Facility”), with H&H in connection with the refinancing of the skilled nursing facility known as Eaglewood Care Center ("Eaglewood"). The Woodland Credit Facility provides for a $5.7 million principal amount secured credit facility. The Woodland Credit Facility is secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to Eaglewood. HUD has insured all amounts owing under the Woodland Credit Facility. The Woodland Credit Facility contains customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, failure to perform or comply with certain agreements and certain events of bankruptcy and insolvency. Upon the occurrence of certain events of default, H&H may, after receiving the prior written approval of HUD, terminate the Woodland Credit Facility and all amounts under the Woodland Credit Facility will become immediately due and payable. In connection with entering into the Woodland Credit Facility, Woodland entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. Georgetown and Sumter Valley On September 29, 2016, the Company closed a HUD-guaranteed financing with Midland State Bank (the "Georgetown HUD Credit Facility") in the amount of $3.7 million , maturing in 2046 and bearing an interest rate of 2.98% (interest rate excludes annual mortgage insurance premiums), which refinanced approximately $3.1 million in debt previously owed to the PrivateBank with respect to the Georgetown Facility. On December 14, 2016, the Company refinanced the Sumter Credit Facility with Key Bank (the "Sumter HUD Credit Facility") for $5.9 million of new mortgage debt maturing in 2047 and bearing an interest rate of 3.70% (interest rate excludes annual mortgage insurance premiums). The HUD-guaranteed mortgage refinances $5.9 million of short term debt that bore an interest rate of 4.71% at September 30, 2016. The Georgetown and Sumter HUD Credit Facilities are secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the Georgetown and Sumter Facilities. HUD has insured all amounts owing under the Georgetown and Sumter HUD Credit Facilities. The Georgetown and Sumter HUD Credit Facility contains customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, and failure to perform or comply with certain agreements. Upon the occurrence of certain events of default, Midland State Bank or KeyBank may, after receiving the prior written approval of HUD, terminate the respective HUD credit facility and all amounts under the respective HUD credit facility will become immediately due and payable. In connection with entering into the Mt. Kenn Credit Facility, Georgetown HC&R Property Holdings, LLC ("Georgetown") and Sumter Valley Property Holdings, LLC ("Sumter") each entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. Senior Debt-Guaranteed by SBA Stone County In June 2012, Mt. V Property Holdings, LLC, a wholly owned subsidiary of AdCare, entered into a loan agreement with the Economic Development Corporation of Fulton County (the "CDC"), an economic development corporation working with the SBA, in the amount of $1.3 million . The CDC loan is payable in equal monthly installments of principal and interest based on a twenty year amortization schedule. The CDC loan may be prepaid, subject to prepayment premiums, during the first ten years. There are also annual fees associated with the CDC loan, including an SBA guarantee fee. The CDC loan is secured by a second-in-priority security deed on the Stone County Nursing and Rehabilitation facility and guarantees from AdCare, the SBA and a wholly owned subsidiary of AdCare. On October 6, 2016, the debt was repaid with a portion of the proceeds from the sale of the Arkansas Facilities. Other Senior Debt-Guaranteed by SBA For two facilities, the Company has two term loans insured 75% by the SBA with a financial institution. The notes mature at various dates starting in 2031 through 2036. For further information refer to the Other Senior Debt-Guaranteed by SBA detail debt table above. Senior Debt-Bonds Eaglewood Village Bonds In April 2012, a wholly-owned subsidiary of the Company entered into a loan agreement with the City of Springfield, Ohio pursuant to which City of Springfield lent to such subsidiary the proceeds from the sale of City of Springfield's Series 2012 Bonds. The Series 2012 Bonds consist of $6.6 million in Series 2012A First Mortgage Revenue Bonds and $0.6 million in Taxable Series 2012B First Mortgage Revenue Bonds. The bonds are secured by the Company's assisted living facility located in Springfield, Ohio known as Eaglewood Village and guaranteed by AdCare. There is an original issue discount of $0.3 million related to this loan. Riverchase Riverchase Village ADK, LLC (“Riverchase”), a consolidated VIE of the Company, financed its acquisition of the Riverchase Village facility, an assisted living facility located in Hoover, Alabama, using the proceeds of revenue bonds (the “Riverchase Bonds”) issued in two series by the Medical Clinical Board of the City of Hoover in the State of Alabama, as to which the Company was a guarantor. The Series 2010A portion of the Riverchase Bonds of $5.8 million was scheduled to mature on June 1, 2039. The Series 2010B portion of $0.5 million was scheduled to mature serially beginning on June 1, 2012 through June 1, 2017. Any early redemption after May 31, 2015 is at a redemption price of 100% of the principal amount plus accrued interest. The Riverchase Bonds paid interest at a weighted average effective interest rate of 7.9% . On November 20, 2015, Riverchase completed the previously announced sale to an unrelated third party of the Riverchase Village facility for a purchase price (as subsequently amended) of $6.9 million . In connection with the sale of the Riverchase Village facility: (i) the Riverchase Bonds were repaid in full; and (ii) the Company was released from its guaranty of Riverchase’s obligations thereunder. Senior Debt-Other Mortgage Indebtedness Bentonville, Heritage Park and River Valley On May 1, 2015, certain wholly-owned subsidiaries of the Company (collectively, the “Benton Borrower Group”), entered into a Loan Modification Agreement with PrivateBank, which modified that certain Loan Agreement, dated September 1, 2011, as amended, between the Benton Borrower Group and PrivateBank (the "Bentonville, Heritage Park and River Valley Credit Facility"). The Loan Modification, among other things: (i) provided for PrivateBank's consent to the sublease of the Company’s Heritage Park Nursing Center to an affiliate of Aria; and (ii) amended the minimum EBITDA covenant described in the Bentonville, Heritage Park and River Valley Credit Facility to (a) reflect a new facility operator, and (b) change the minimum EBITDA covenant to a “Minimum EBITDAR/Management Fee” covenant, which modifies minimum EBITDAR to take into account management fees equal to the greater of the operator’s actual management fees for such period or imputed management fees equal to 5% of such operator’s gross income for such period, as determined in accordance with GAAP. On July 1, 2015, the Company completed the sale of its Bentonville, Arkansas skilled nursing facility consisting of 83 licensed beds for $3.4 million net of customary closing and certain real property apportionments. Net proceeds were used to repay certain mortgage indebtedness under the Bentonville, Heritage Park and River Valley Credit Facility. On October 30, 2015, Benton Borrower Group entered into a Second Modification Agreement with PrivateBank, which modified the Bentonville, Heritage Park and River Valley Credit Facility to, among other things, establish a single cash collateral account to combine and collectively share the restricted cash reserves related to the following loans: (a) the Northridge, Woodland Hills and Abington Credit Facility (as defined below); (b) the Little Rock Credit Facility (as defined below); and (c) Bentonville, Heritage Park and River Valley Credit Facility. On October 6, 2016, the debt was repaid with a portion of the proceeds from the sale of the Arkansas Facilities. Companions Specialized Care In August 2012, a wholly owned subsidiary of the Company financed the acquisition of Companions by entering into a loan agreement for $5.0 million with Contemporary (the "Contemporary Loan"). The loan was scheduled to mature in August 2015 with a required final payment of $5.0 million and paid interest at a fixed rate of 8.5% per annum. The loan is secured by Companions and guaranteed by AdCare. On August 12, 2015, a wholly owned subsidiary of the Company entered into a First Amendment with Contemporary, which modified the Contemporary Loan. Under the First Amendment: (i) the outstanding amount owing under the Contemporary Loan was reduced from $5.0 million to $3.0 million ; (ii) restricted assets related to the loan of $2.0 million were used to reduce the outstanding amount owing under the Contemporary Loan, thus eliminating all restricted assets related to the loan; and (iii) the maturity date of the Contemporary Loan was extended to November 20, 2015. On October 30, 2015, the Company completed the sale of Companions and repaid in full the outstanding balance under the Contemporary Loan. Georgetown and Sumter Valley In December 2013, the Company entered into a Note, Mortgage and Loan Agreement Modification Agreement with Metro City Bank (the "Georgetown and Sumter Valley Modification Agreement") which modified the loan agreement, dated December 31, 2012, by and between Sumter Valley Property Holdings, LLC ("Sumter"), Georgetown HC&R Property Holdings, LLC ("Georgetown") and Metro City Bank. Interest on the loan accrues on the principal balance thereof at an annual rate of 1.5% per annum plus the prime interest rate (but in no event shall the total interest be less than 5.50% per annum). The Georgetown and Sumter Valley Modification Agreement, among other things: (i) extended the maturity date from February 1, 2014 to February 1, 2015 and (ii) increased the total amount available from $6.9 million to $9.0 million . On January 30, 2015, the outstanding principal and interest of $9.0 million owed under Georgetown and Sumter Valley Modification Agreement was repaid in full. On January 30, 2015, Georgetown and Sumter, entered into a Loan Agreement (the "Georgetown and Sumter Credit Facility") with PrivateBank. The Georgetown and Sumter Credit Facility provided for a $9.3 million principal amount secured credit facility. The Georgetown and Sumter Credit Facility was secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the Georgetown and Sumter Facilities. AdCare had unconditionally guaranteed all amounts owing under the Georgetown and Sumter Credit Facility. On September 29, 2016, the Company closed a HUD-guaranteed financing with Midland State Bank in the amount of $3.7 million , maturing in 2046 and bearing an interest rate of 2.98% (interest rate excludes annual mortgage insurance premiums), which refinanced approximately $3.1 million in debt previously owed to the PrivateBank with respect to the Georgetown Facility. On December 14, 2016, the Company refinanced the Sumter Credit Facility with Key Bank for $5.9 million of new mortgage debt maturing in 2047 and bearing an interest rate of 3.70% (interest rate excludes annual mortgage insurance premiums). The HUD-guaranteed mortgage refinances $5.9 million of short term debt that bore an interest rate of 4.71% at September 30, 2016. Little Rock Credit Facility On March 30, 2012, subsidiaries of the Company, in connection with the Company's April 2012 acquisition of three skilled nursing facilities located in Arkansas, entered into a loan agreement for $21.8 million with PrivateBank (the "Little Rock Credit Facility"). The Little Rock Credit Facility, as amended on December 28, 2012, matured in December 2016 with a required final payment of $13.7 million . The Little Rock Credit Facility accrued interest at the LIBOR rate plus 4% with a minimum rate of 6% per annum and required monthly principal payments. The Little Rock Credit Facility was secured by the three facilities and guaranteed by AdCare. The Little Rock Credit Facility was also secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the Company’s Little Rock Health & Rehabilitation Center. A portion of the Little Rock Credit Facility with respect to the Northridge facility and Woodland Hills facility was paid off and refinanced with a portion of the proceeds from a new credit facility with KeyB |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS The Company made no acquisitions during the years ended December 31, 2016 or 2015 . |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS For the discontinued operations, the patient care revenue, related cost of services, and facility rental expense prior to the commencement of subleasing are classified in the activities below. For a historical listing and description of the Company’s discontinued entities, see Part II, Item 8, Notes to Consolidated Financial Statements, Note 11 - Discontinued Operations included in the Annual Report. The following table summarizes certain activity of discontinued operations for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, (Amounts in 000’s) 2017 2016 Total revenues $ — $ — Cost of services 409 520 Interest expense, net 4 8 Net loss (413 ) (528 ) | DISCONTINUED OPERATIONS Disposition of Facility Operations The following table summarizes the disposition of operations by facility for the years ended December 31, 2016 and 2015 : Facility Name State Relationship to Property Type of Disposition Date of Disposition 2015 College Park GA Owned Lease 4/1/2015 LaGrange GA Leased Sublease 4/1/2015 Sumter Valley SC Owned Lease 4/1/2015 Georgetown SC Owned Lease 4/1/2015 Powder Springs GA Leased Sublease 4/1/2015 Tara GA Leased Sublease 4/1/2015 Heritage Park AR Owned Lease 5/1/2015 Homestead Manor AR Owned Lease 5/1/2015 Stone County SNF AR Owned Lease 5/1/2015 Stone County ALF AR Owned Lease 5/1/2015 Northridge AR Owned Lease 5/1/2015 West Markham AR Owned Lease 5/1/2015 Woodland Hills AR Owned Lease 5/1/2015 Cumberland AR Owned Lease 5/1/2015 Mountain Trace NC Owned Lease 6/1/2015 Glenvue GA Owned Lease 7/1/2015 Bentonville Manor AR Owned Sale 7/1/2015 Hearth & Care of Greenfield OH Owned Lease 8/1/2015 The Pavilion Care Center OH Owned Lease 8/1/2015 Eaglewood ALF OH Owned Lease 8/1/2015 Eaglewood Care Center OH Owned Lease 8/1/2015 Covington Care Center OH Leased Sublease 8/1/2015 Bonterra GA Leased Sublease 9/1/2015 Parkview GA Leased Sublease 9/1/2015 Autumn Breeze GA Owned Lease 9/30/2015 Companions Specialized Care OK Owned Sale 10/30/2015 River Valley AR Owned Lease 11/1/2015 Quail Creek OK Owned Lease 12/31/2015 Northwest OK Owned Lease 12/31/2015 2016 Heritage Park AR Owned Sale 10/6/2016 Homestead Manor AR Owned Sale 10/6/2016 Stone County SNF AR Owned Sale 10/6/2016 Stone County ALF AR Owned Sale 10/6/2016 Northridge AR Owned Sale 10/6/2016 West Markham AR Owned Sale 10/6/2016 Woodland Hills AR Owned Sale 10/6/2016 Cumberland AR Owned Sale 10/6/2016 River Valley AR Owned Sale 10/6/2016 For the discontinued operations, the patient care revenue, related cost of services, and facility rental expense prior to the commencement of leasing are classified in the activities below. The following table summarizes the activity of discontinued operations for the years ended December 31, 2016 and 2015 : Year Ending December 31, (Amounts in 000’s) 2016 2015 Total revenues $ — $ 87,920 Cost of services $ 12,411 $ 89,783 Net loss $ (13,428 ) $ (4,892 ) Interest expense, net $ 41 $ 1,510 Income tax expense $ — $ 251 Gain on disposal of assets $ — $ 1,251 Disposition of Assets Companions. On April 29, 2015, a wholly-owned subsidiary of the Company entered into an asset purchase agreement with Gracewood Manor, LLC, an Oklahoma limited liability company, to sell Companions for a sale price of $3.5 million . On October 30, 2015, the Company completed the sale of Companions for $3.5 million less customary closing and certain real property apportionments. The Company received $0.4 million net cash from the sale and proceeds were used for working capital purposes. The Company recorded a gain of $0.1 million on the sale. Bentonville. On May 15, 2015, a wholly-owned subsidiary of the Company entered into an asset purchase agreement with Bozeman Development, LLC, a Texas limited liability company, to sell Bentonville. The transaction closed on July 1, 2015 and the net sales proceeds of $3.4 million were remitted to Bentonville Property Holdings, LLC. The Company recorded a gain of $0.3 million on the sale. Riverchase. On June 11, 2015, Riverchase entered into an asset purchase agreement, as subsequently amended, with Omega Communities, LLC ("Omega") to sell the Riverchase Village facility, a 105 -bed assisted living facility located in Hoover, Alabama. The transaction closed on November 20, 2015 for a purchase price of $6.9 million . The Company recorded a gain of $0.8 million on the sale, net of intercompany receivables (see Note 18 - Related Party Transactions ). Office Buildings. On February 9, 2016, the Company sold an office building in Arkansas for $0.3 million . The office space was unencumbered. On April 25, 2016, the Company completed the sale of an owned office building located in Roswell, Georgia for $0.7 million . Debt obligations on the transaction exceeded proceeds by $0.2 million . On July 28, 2016, the Company completed the sale of one of its unencumbered office buildings located in Roswell, Georgia for $0.2 million . Arkansas Facilities. On October 6, 2016, the Company completed the sale of the Arkansas Facilities, together with substantially all of the fixtures, equipment, furniture and other assets relating to such facilities, to the Purchaser, pursuant the Purchase Agreement, as subsequently amended. The Arkansas Facilities consist of: • River Valley Health and Rehabilitation Center, a 129 -bed skilled nursing facility located in Fort Smith, Arkansas; • Heritage Park Nursing Center, a 110 -bed skilled nursing facility located in Rogers, Arkansas; • Homestead Manor Nursing Home, a 104 -bed skilled nursing facility located in Stamps, Arkansas; • Stone County Nursing and Rehabilitation Center, a 97 -bed skilled nursing facility located in Mountain View, Arkansas; • Stone County Residential Care Center, a 32 -bed assisted living facility located in Mountain View, Arkansas; • Northridge Health Care, a 140 -bed skilled nursing facility located in North Little Rock, Arkansas; • Little Rock Health & Rehabilitation, a 154 -bed skilled nursing facility located in Little Rock, Arkansas; • Woodland Hills Health & Rehabilitation, a 140 -bed skilled nursing facility located in Little Rock, Arkansas; and • Cumberland Health & Rehabilitation Center, a 120 -bed skilled nursing facility located in Little Rock, Arkansas. Prior to the closing of the sale of the Arkansas Facilities (the “Closing”), the Skyline Lessors leased the Arkansas Facilities to the Skyline Lessee pursuant to the Skyline Lease. For further information, see Note 7 - Leases . The Arkansas Facilities contributed approximately $0.9 million income recorded in "Net loss attributable to AdCare Health Systems, Inc. common stockholders" reported in the Consolidated Statement of operations for the period ended December 31, 2016. The aggregate purchase price paid to the Company for the Arkansas Facilities was $55.0 million , which purchase price consisted of: (i) a non-refundable deposit of $1.8 million ; (ii) cash consideration of $50.2 million paid to the Skyline Lessors at the Closing; and (iii) the Skyline Note, from JS Highland Holdings LLC, an affiliate of Skyline (the “Borrower”), in favor of the Company with a principal amount of $3.0 million . The principal amount of the Skyline Note, together with all accrued and unpaid interest, is due and payable on March 31, 2022 (the “Maturity Date”). The Borrower is required to make payments of interest only commencing on October 30, 2016 and on the last day of each month thereafter until the Maturity Date. The Skyline Note provides that simple interest shall accrue on the unpaid balance of the Skyline Note at rate of ten percent ( 10% ) per annum. Such interest rate will increase by two percent ( 2% ) on each anniversary date of the Skyline Note beginning in year three if such note is still outstanding at that time. The Skyline Note is guaranteed by Joseph Schwartz and Roselyn Schwartz (collectively, the “Guarantors”), pursuant to a Guaranty Agreement, dated September 30, 2016 (the “Guaranty”), executed by the Guarantors in favor of the Company. For further information see Note 3 - Liquidity and Profitability . In connection with the Closing, the Company entered into a Subordination and Standstill Agreement, dated September 26, 2016 (the “Subordination Agreement”), with the PrivateBank, as agent for the lenders specified therein (collectively, the “Lenders”). Pursuant to the Subordination Agreement, the Company agreed to subordinate its claims and rights to receive payment under the Skyline Note or any document which may evidence or secure the indebtedness evidenced by such note, other than the Guaranty (collectively, the “Subordinated Debt”), to the claims and rights of the Lenders to receive payment under certain revolving loans, with an initial aggregate principal amount of $6.0 million , and certain term loans, with an aggregate principal amount of $45.6 million (collectively, the “Loans”), each extended by certain of the Lenders to affiliates of Skyline (collectively, the “Skyline Borrowers”). Pursuant to the Subordination Agreement, the Company may not accept payment of the Subordinated Debt, or take any action to collect such payment, if: (i) the Company has received notice from the Lenders that the Skyline Borrowers have failed to meet a specified financial covenant with respect to the Loans; or (ii) a default has occurred or is continuing with respect to the Loans. Pursuant to the Guaranty, the Guarantors have agreed to pay the outstanding principal amount of the Skyline Note, together with all accrued and unpaid interest: (x) on the date on which the Borrower or an affiliate thereof repays or refinances any of the Loans; (y) on the date on which the Borrower or its affiliates sells any of the Arkansas Facilities which the Borrower or its affiliates purchased with proceeds from the Loans; or (z) upon written notice from the Company to the Guarantors any time on or after the two year anniversary of the Skyline Note. On October 6, 2016, in conjunction with the sale of the Arkansas Facilities, the Company repaid $2.4 million of debt associated with the College Park Facility. Assets and Liabilities Held for Sale Assets and liabilities of the disposal groups held for sale at December 31, 2016 and 2015 are as follows: December 31, Amounts in (000's) 2016 2015 Property and equipment, net * $ — $ 1,249 Assets of disposal group held for sale $ — $ 1,249 Notes payable * $ — $ 958 Liabilities of disposal group held for sale $ — $ 958 *Amounts represent office buildings and associated debt sold during 2016. |
COMMON AND PREFERRED STOCK
COMMON AND PREFERRED STOCK | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | ||
COMMON AND PREFERRED STOCK | COMMON AND PREFERRED STOCK Common and Preferred Stock Repurchase Activity In November 2016, the Board approved two share repurchase programs (collectively, the "November 2016 Repurchase Program"), pursuant to which AdCare was authorized to repurchase up to 1.0 million shares of the common stock and 100,000 shares of the Series A Preferred Stock during a twelve-month period. The November 2016 Repurchase Program succeeded the repurchase program announced on November 12, 2015 (the “November 2015 Repurchase Program”), which terminated in accordance with its terms. Share repurchases under the November 2016 Repurchase Programs could be made from time to time through open market transactions, block trades or privately negotiated transactions and were subject to market conditions, as well as corporate, regulatory and other considerations. The Company could suspend or continue the November 2016 Repurchase Program at any time and had no obligation to repurchase any amount of the common stock or the Series A Preferred Stock under such program. The November 2016 Repurchase Program was suspended in February 2017. During the quarter ended March 31, 2016 , the Company repurchased 150,000 shares of common stock pursuant to the November 2015 Repurchase Program for $0.3 million at an average purchase price of approximately $2.05 per share, exclusive of commissions and related fees. Pursuant to the November 2015 Repurchase Program, the Company was authorized to repurchase up to 500,000 shares of its outstanding common stock during a twelve -month period. During the quarter ended March 31, 2017 , the Company made no repurchases of the Series A Preferred Stock and repurchased 118,199 shares of the common stock for $0.2 million at an average price of $1.54 per share, exclusive of commissions and related fees. Preferred Stock Offerings and Dividends Dividends declared and paid on shares of the Series A Preferred Stock were $0.68 per share, or $1.9 million and $1.8 million for the three months ended March 31, 2017 and 2016 , respectively. No additional shares of the Series A Preferred Stock were issued under the Company’s At Market Issuance Sales Agreement (the “ATM”) during the quarter ended March 31, 2017 . As of March 31, 2017 , the Company had 2,761,535 shares of the Series A Preferred Stock issued and outstanding. Holders of the Series A Preferred Stock generally have no voting rights but have limited voting rights under certain circumstances. The Company may not redeem the Series A Preferred Stock before December 1, 2017, except the Company is required to redeem the Series A Preferred Stock following a "Change of Control," as defined in the Company's Articles of Incorporation. On and after December 1, 2017, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, by paying $25.00 per share, plus any accrued and unpaid dividends to the redemption date. The change-in-control provision requires the Series A Preferred Stock to be classified as temporary equity because, although deemed a remote possibility, a purchaser could acquire a majority of the voting power of the outstanding common stock without Company approval, thereby triggering redemption. FASB ASC Topic 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, requires classification outside of permanent equity for redeemable instruments for which the redemption triggers are outside of the issuer's control. The assessment of whether the redemption of an equity security could occur outside of the issuer's control is required to be made without regard to the probability of the event or events that may result in the instrument becoming redeemable. For historical information regarding the Series A Preferred Stock, the ATM and prior share repurchase programs, see Part II, Item 8, Notes to Consolidated Financial Statements, Note 12 - Common and Preferred Stock included in the Annual Report. | COMMON AND PREFERRED STOCK Preferred Stock The liquidation preference of the Series A Preferred Stock is $25.00 per share. Cumulative dividends accrue and are paid in the amount of $2.72 per share each year, which is equivalent to 10.875% of the $25.00 liquidation preference per share. The dividend rate may increase under certain circumstances. Holders of the Series A Preferred Stock generally have no voting rights but have limited voting rights under certain circumstances. The Company may not redeem the Series A Preferred Stock before December 1, 2017, except the Company is required to redeem the Series A Preferred Stock following a "Change of Control," as defined in the Company's Articles of Incorporation. On and after December 1, 2017, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, by paying $25.00 per share, plus any accrued and unpaid dividends to the redemption date. The change-of-control provision requires the Series A Preferred Stock to be classified as temporary equity because, although deemed a remote possibility, a purchaser could acquire a majority of the voting power of the outstanding common stock without company approval, thereby triggering redemption. FASB ASC Topic 480-10-S99-3A, " SEC Staff Announcement: Classification and Measurement of Redeemable Securities" , requires classification outside of permanent equity for redeemable instruments for which the redemption triggers are outside of the issuer's control. The assessment of whether the redemption of an equity security could occur outside of the issuer's control is required to be made without regard to the probability of the event or events that may result in the instrument becoming redeemable. Preferred Stock Activity The following table summarizes the shares of Series A Preferred Stock activity for the Company and net proceeds received and expenses from issuance and repurchases of Series A Preferred Stock for the years ended December 31, 2016 and 2015 : Shares Issued & Outstanding Net Proceeds from Issuance (in 000's) Balances, January 1, 2015 950,000 $ 20,392 Issuance of Preferred Stock: April 13, 2015 offering (1) 575,000 13,481 June 2, 2015 offering (2) 588,235 14,105 ATM offering (3) 313,695 6,736 Balances, December 31, 2015 2,426,930 $ 54,714 ATM Issuance of Preferred Stock for the three months ended: (4) March 31, 2016 186,905 3,677 June 30, 2016 43,204 870 September 30, 2016 106,796 2,233 December 31, 2016 — — Repurchases of Preferred Stock for the three months ended: December 31, 2016 (5) (2,300 ) (48 ) Balances, December 31, 2016 2,761,535 $ 61,446 (1) On April 13, 2015 the Company issued and sold 575,000 shares of Series A Preferred Stock in a “best efforts” registered public offering for a public offering price of $25.75 per share. In connection therewith, the Company received net proceeds of approximately $13.5 million , after payment of underwriting commissions and discounts and all other offering expenses incurred by the Company. (2) On June 2, 2015, the Company issued and sold 588,235 shares of Series A Preferred Stock in a “best efforts” registered public offering for a public offering price of $25.50 per share. In connection therewith, the Company received net proceeds of approximately $14.1 million , after payment of underwriting commissions and discounts and all other offering expenses incurred by the Company. (3) On July 21, 2015, the Company entered into separate At Market Issuance Sales Agreements with agents, pursuant to which the Company may offer and sell, from time to time, up to 800,000 shares of Series A Preferred Stock. For the year ended December 31, 2015 , the Company sold 313,695 shares of Series A Preferred Stock under its ATM at an average sale price of $22.11 per share. In connection therewith, the Company received net proceeds of approximately $6.7 million , after payment of sales commissions and discounts and all other expenses incurred by the Company. (4) For the year ended December 31, 2016 , the Company sold 336,905 shares of Series A Preferred Stock under its ATM at an average sale price of $20.06 per share. In connection therewith, the Company received net proceeds of approximately $6.8 million , after payment of sales commissions and discounts and all other expenses incurred by the Company. (5) On November 17, 2016 , the Company bought 2,300 shares of Series A Preferred Stock pursuant to the November 2016 Repurchase Program at an average sale price of $20.97 per share, excluding commissions. In connection therewith, the Company's net disbursement was approximately $48 thousand after payment of sales commissions. Dividends The following table summarizes the common stock and preferred stock dividends paid by the Company for the years ended December 31, 2016 and 2015 : Date of Payment Dividends Paid (in 000's) Dividends Per Share Common Stock Dividends: * 4/30/2015 $ 990 $ 0.050 7/31/2015 1,093 0.055 10/31/2015 1,193 0.060 For the year ended December 31, 2015 $ 3,276 $ 0.165 Preferred Stock Dividends: 3/31/2015 $ 646 $ 0.68 6/30/2015 1,437 0.68 9/30/2015 1,498 0.68 12/31/2015 1,627 0.68 For the year ended December 31, 2015 $ 5,208 $ 2.72 3/31/2016 $ 1,777 $ 0.68 6/30/2016 1,801 0.68 9/30/2016 1,879 0.68 12/31/2016 1,878 0.68 For the year ended December 31, 2016 $ 7,335 $ 2.72 * There we no dividends paid on the common stock during the twelve months ended December 31, 2016. Share Repurchase Programs On November 10, 2016, the Board approved the November 2016 Repurchase Program, pursuant to which the Company is authorized to repurchase up to 1.0 million shares of the common stock and 100,000 shares of the Series A Preferred Stock during a twelve-month period. The November 2016 Repurchase Program succeeded the November 2015 Repurchase Program announced on November 12, 2015, which terminated in accordance with its terms. Share repurchases under the November 2016 Repurchase Programs may be made from time to time through open market transactions, block trades or privately negotiated transactions and are subject to market conditions, as well as corporate, regulatory and other considerations. The November 2016 Repurchase Program may be suspended or discontinued at any time, and the Company has no obligation to repurchase any amount of the common stock or the Series A Preferred Stock under such program. The November 2016 Repurchase Program was suspended in February 2017. November 2016 Repurchase Program - In the twelve months ended December 31, 2016 , the Company repurchased (i) 133,316 shares of common stock at an average purchase price of approximately $1.54 per share, exclusive of commissions and related fees for a net disbursement of approximately $0.3 million , and (ii) 2,300 shares of Series A Preferred stock at an average purchase price of approximately $20.97 per share, exclusive of commissions and related fees for a net disbursement of approximately $48,000 . November 2015 Repurchase Program - In the twelve months ended December 31, 2016 , the Company repurchased 150,000 shares of common stock at an average purchase price of approximately $2.05 per share, exclusive of commissions and related fees, for a net disbursement of approximately $0.2 million . Pursuant to the November 2015 Repurchase Program, the Company was authorized to repurchase up to 500,000 shares of its outstanding common stock during a twelve -month period. The November 2015 Repurchase Program expired in accordance with its terms upon completion of such twelve-month period on November 12, 2016. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS For additional information regarding the Company’s related party transactions, see Part II, Item 8, Notes to Consolidated Financial Statements, Note 18 - Related Party Transactions included in the Annual Report. Park City Capital On March 31, 2015, the Company accepted a Subscription Agreement from Park City Capital Offshore Master, Ltd. (“Park City Offshore”), an affiliate of Michael J. Fox, for a 2015 Note with an aggregate principal amount of $1,000,000 and, in connection therewith, issued such note to Park City Capital Offshore on April 30, 2015. The 2015 Note was offered to Park City Offshore on the same terms and conditions as all other investors in the offering. In January 2017, the Company repurchased the $1,000,000 2015 Note held by Park City Offshore pursuant to the terms of the Tender Offer for any and all of the outstanding 2015 Notes (for a description of the Tender Offer, see Note 9 - Notes Payable and Other Debt ). Mr. Fox is a an affiliate of Park City Offshore, a director of the Company since October 2013, Lead Independent Director since April 1, 2015, and a beneficial owner of greater than 5% of the outstanding common stock. Doucet Asset Management, LLC On June 10, 2014 and on subsequent dates, Doucet Capital, LLC, Doucet Asset Management, LLC, Christopher L. Doucet and Suzette A. Doucet jointly filed with the SEC a Schedule 13D reporting beneficial ownership of greater than 5% of the common stock. In January 2017, the Company repurchased the 2015 Notes in aggregate principal amount of $250,000 held by Mr. and Ms. Doucet pursuant to the terms of the Tender Offer for any and all of the outstanding 2015 Notes (for a description of the Tender Offer, see Note 9 - Notes Payable and Other Debt ). On January 19, 2017, Doucet Capital, LLC, Doucet Asset Management, LLC and Mr. and Ms. Doucet jointly filed with the SEC a Schedule 13D reporting beneficial ownership of less than 5% of the common stock as a result of the 2015 Notes repurchased by the Company pursuant to the Tender Offer. Promissory Note Issued By Brogdon On November 10, 2016, the Company and Mr. Brogdon (a beneficial owner of greater than 5% of the outstanding common stock)agreed to further amend the promissory note issued by Mr. Brogdon on December 31, 2013 to the Company to extend its maturity date to December 31, 2017. As a condition to such amendment, Winter Haven Homes, Inc. (“Winter Haven”), an entity owned and controlled by Mr. Brogdon, has agreed to waive payment of certain charges otherwise due and owing from the Company to Winter Haven from January 1, 2016 to July 31, 2016. As of March 31, 2017, principal due and payable under the promissory note issued by Mr. Brogdon to the Company was $268,663 , which has been fully allowed for in the Company’s unaudited consolidated statement of operations during the quarter ended March 31, 2017. | RELATED PARTY TRANSACTIONS Riverchase . On April 9, 2010 , Riverchase, then a wholly owned subsidiary of the Company, entered into a purchase agreement with a third party to acquire the assets of Riverchase Village, a 105 -bed assisted living facility located in Hoover, Alabama, for a purchase price of approximately $5.0 million . On June 22, 2010 , the Company assigned to Christopher F. Brogdon (a then director of the Company, beneficial owner of more than 5% of the common stock and the Company’s former Chief Acquisition Officer) 100% of the membership interests in Riverchase (the “Assignment”). On June 25, 2010 , Riverchase, then owned by Mr. Brogdon, completed the acquisition of the Riverchase Village facility. Riverchase financed the purchase of the Riverchase Village facility by borrowing from the Medical Clinic Board of the City of Hoover, Alabama the proceeds from the issuance of the Riverchase Bonds, with an aggregate principal amount of $6.3 million . As part of the financing, AdCare guaranteed Riverchase’s obligations under the Riverchase Bonds. As consideration for the Assignment and AdCare’s guarantee of Riverchase’s obligations under the Riverchase Bonds, Mr. Brogdon granted to a wholly owned subsidiary of the Company an exclusive and irrevocable option to acquire Riverchase (the “Riverchase Option”) originally through June 22, 2012 (which option was subsequently extended through June 22, 2015) for an exercise price of $100,000 . In addition, another wholly owned subsidiary of the Company entered into a five -year year management agreement with Riverchase pursuant to which such subsidiary supervised the management of the Riverchase Village facility for a monthly fee equal to 5% of the monthly gross revenues of the Riverchase Village facility. On June 22, 2013, the Company subsidiary and Riverchase agreed to mutually terminate such management agreement. See “- Letter Agreement with Brogdon”. Sale of Riverchase Facility . On June 11, 2015, Riverchase entered into an asset purchase agreement with Omega to sell the Riverchase Village facility, which was subsequently amended. On November 20, 2015, Riverchase completed the sale of the Riverchase Village facility to Omega for a purchase price of $6.9 million . In connection with such sale, the Riverchase Bonds were repaid in full, and the Company was released from its guaranty of Riverchase’s obligations thereunder. In connection with the sale of the Riverchase Village facility, the Company received $0.2 million , all of which was applied to reduce the obligations under the promissory note issued by Riverchase to the Company (See “- Letter Agreement with Brogdon”). As of December 31, 2016, principal due and payable under the promissory note issued by Riverchase was $95,000 . See “- Letter Agreement with Brogdon” below for a further description of the agreements with respect to the Riverchase Village facility and related matters. Promissory Note Issued By Brogdon . On December 31, 2013, the Company notified certain entities controlled by Mr. Brogdon of the Company’s intent to terminate the management agreements between subsidiaries of the Company and such Brogdon entities under which the Company subsidiaries managed eight skilled nursing facilities located in Oklahoma owned by the Brogdon entities. Pursuant to the Letter Agreement discussed under “- Letter Agreement with Brogdon”: (i) the parties agreed to terminate the management agreements effective March 1, 2014 and (ii) Mr. Brogdon executed a promissory note in favor of the Company in principal amount of $523,663 which represented amounts owed as of March 1, 2014 (a) by the Brogdon entities pursuant to the management agreements and (b) by GL Nursing, LLC (an entity controlled by Mr. Brogdon) to the Company in connection with the Company’s assignment to GL Nursing, LLC in May 2012 of the Company’s rights to acquire a 141-bed skilled nursing facility located in Lonoke, Arkansas, known as Golden Years Manor. The promissory note was originally payable in five equal monthly installments commencing on September 1, 2014 and ending on December 31, 2014, and did not bear interest. Letter Agreement with Brogdon . On March 3, 2014, the Company and certain of its subsidiaries entered into a letter agreement, dated as of February 28, 2014 (the “Letter Agreement”), with Mr. Brogdon and entities controlled by him which reduced the purchase price for the exercise of the Riverchase Option to $1.00 . Furthermore, the Letter Agreement provided that, upon the closing of the sale of the Riverchase Village facility to an arms-length third party purchaser, regardless of whether the Company has exercised the Riverchase Option, the net sales proceeds from such sale shall be distributed as follows: (a) one-half of the net sales proceeds will be paid to the Company; (b) the remaining net sales proceeds will be paid to the Company to satisfy the outstanding principal balance and interest (if any) then due under the promissory note issued by Mr. Brogdon in favor of the Company with an original principal amount of $523,663 , with such payment to be applied in the order of scheduled amortization under the note; and (c) the balance of net sales proceeds will be paid to the Company. On May 15, 2014, the Company and certain of its subsidiaries entered into an amendment to the Letter Agreement (the “Letter Agreement First Amendment”), pursuant to which the Company paid $92,323 (the “Tax Payment”) to the appropriate governmental authorities of Jefferson County, Alabama, such amount representing outstanding real property taxes due on the Riverchase Village facility. The Company determined that it was in its best interests to make the Tax Payment in order to preserve the Company’s interest in the sale of the Riverchase Village facility. In connection with the Tax Payment, the parties also agreed to amend and restate the promissory note issued by Mr. Brogdon in favor of the Company to reflect a new principal amount of $615,986 , which amount represents the original principal amount of the note plus the Tax Payment. Furthermore, the Letter Agreement First Amendment amended the Letter Agreement to provide that, if the closing of the sale of the Riverchase Village facility did not occur on or before December 31, 2014, then a payment of principal under the amended and restated promissory note equal to the Tax Payment would be due and payable to the Company on or before January 31, 2015. Prior to the sale of the Riverchase Village facility in November 2015, AdCare guaranteed Riverchase’s obligations with respect to the Riverchase Bonds, and in order to preserve the Company’s interest in the sale of the Riverchase Village facility, the Company made a payment in the amount of $85,000 (the “Principal Obligation”) on behalf of Riverchase with respect to its obligations under the bonds. On October 10, 2014, Riverchase issued a promissory note in favor of the Company in the principal amount of $177,323 , which represented the amount of Tax Payment plus the Principal Obligation. The note does not bear interest and was due upon the closing of the sale of the Riverchase Village facility. See “- Sale of Riverchase Village Facility”. On October 10, 2014, the Company and certain of its subsidiaries entered into a second amendment to the Letter Agreement, as amended (the “Letter Agreement Second Amendment”), with Mr. Brogdon and entities controlled by Mr. Brogdon, pursuant to which the Company reduced the principal amount of the promissory note issued by Mr. Brogdon by the amount equal to $92,323 (which represents the amount of the Tax Payment) plus $255,000 (which represents an offset of amounts owed by the Company to Mr. Brogdon under his consulting agreement with the Company). See “- Brogdon Consulting Agreement”. The Letter Agreement Second Amendment also amended the Letter Agreement, as amended, to provide that upon the closing of the sale of the Riverchase Village facility to a third party purchaser, the net sales proceeds from such sale shall be distributed so that any net sales proceeds shall first be paid to the Company to satisfy the $177,323 outstanding under the note issued by Riverchase to the Company. On March 25, 2015, the Company and certain of its subsidiaries entered into a third amendment to the Letter Agreement, as amended (the “Letter Agreement Third Amendment”), with Mr. Brogdon and entities controlled by him, pursuant to which Riverchase and the Company agreed to amend the promissory note issued by Riverchase to the Company to: (i) increase the principal amount due under the promissory note issued by Riverchase to the Company by any additional real property tax payments made by the Company with respect to the Riverchase Village facility and (ii) to state that such promissory note would not bear interest. The Letter Agreement Third Amendment amended the Letter Agreement to provide a schedule for the payment to the Company of the net sales proceeds resulting from a sale of the Riverchase Village facility to a third-party purchaser. The Letter Agreement Third Amendment required that the net sales proceeds from such sale be distributed to the Company as follows: (i) an amount sufficient to satisfy all amounts due and owing under the promissory note issued by Riverchase to the Company; (ii) one-half of the then remaining net sales proceeds; (iii) an amount sufficient to satisfy the amounts due and owing under the promissory note issued by Mr. Brogdon to the Company; and (d) the then remaining balance of net sales proceeds. In connection with the Letter Agreement Third Amendment, the Company and Mr. Brogdon agreed to amend the promissory note issued by Mr. Brogdon to the Company. Pursuant to this amendment, the principal balance plus any accrued interest under the promissory note issued by Mr. Brogdon to the Company shall be due and payable on the earlier of: (i) December 31, 2015; or (ii) the closing of the sale of the Riverchase Village facility. See “- Sale of Riverchase Village Facility”. On November 10, 2016, the Company and Mr. Brogdon agreed to further amend the promissory note issued by Mr. Brogdon to the Company to extend its maturity date to December 31, 2017. As a condition to such amendment, Winter Haven Homes, Inc. (“Winter Haven”), an entity owned and controlled by Mr. Brogdon, has agreed to waive payment of certain charges otherwise due and owing from the Company to Winter Haven from January 1, 2016 to July 31, 2016. As of December 31, 2016, principal due and payable under the promissory note issued by Mr. Brogdon to the Company was $268,663 . Brogdon Consulting Agreement . In December 2012, the Company entered into a three-year consulting agreement with Mr. Brogdon for consulting services related to the acquisition and financing of skilled nursing facilities. On May 6, 2014, the Company and Mr. Brogdon amended the consulting agreement to: (i) provide for an aggregate consulting fee equal to $400,000 ; (ii) a success fee of $25,000 (a “Success Fee”), subject to certain limitations; and (iii) eliminate the severance pay originally payable to Mr. Brogdon upon termination of the original consulting agreement without cause. Under the amended consulting agreement, Mr. Brogdon also would have received a change of control fee of $500,000 , if a change of control occurred on or before May 1, 2015; however, no such fee became payable. Pursuant to the amended consulting agreement, the Company made a one-time payment of $100,000 in respect of the $400,000 consulting fee on May 6, 2014, and was obligated to pay the remainder of the consulting fee in monthly payments of $15,000 , which payments commenced on June 1, 2014. The Company did not pay any Success Fee to Mr. Brogdon during the fiscal year 2015. Pursuant to the amended consulting agreement, the balance of the consulting fee owed to Mr. Brogdon by the Company in the amount of $255,000 was offset in October 2014 against the remaining amount owed by Mr. Brogdon to the Company under the promissory note, thereby reducing the principal amount of the promissory note to $268,663 . See “- Promissory Note Issued by Brogdon” above. On March 21, 2016, Mr. Brogdon and the Company entered into a letter agreement with respect to the amended consulting agreement pursuant to which Mr. Brogdon and the Company agreed that such agreement was terminated effective as of November 20, 2015. Settlement and Indemnification Agreement . On March 26, 2015, the Company and certain entities controlled by Mr. Brogdon entered into a Settlement and Indemnification Agreement with respect to: (i) certain claims made by the Brogdon entities in connection with management and administrative services provided by the Company to the Brogdon entities under various management agreements; and (ii) certain pending, or threatened, legal proceedings against the Company and certain of its subsidiaries, and Mr. Brogdon and certain entities controlled by him, including the litigation filed in the District Court of Oklahoma County, State of Oklahoma and described in Part I, Item 3, “Legal Proceedings” in the Company’s 2014 Annual Report on Form 10-K (collectively, and including any unasserted claims arising from the management agreements, the “AdCare Indemnified Claims”). Pursuant to such agreement, the Company contributed $600,000 towards the settlement of the litigation, which occurred in March 2015, and Mr. Brogdon and the Brogdon entities released the Company from any and all claims arising in connection with the management agreements and indemnified the Company with respect to the AdCare Indemnified Claims. Personal Guarantor on Loan Agreements . Mr. Brogdon serves as personal guarantor on certain loan agreements entered into by the Company prior to 2015. At December 31, 2016, the total outstanding principal owed under such loan agreements was approximately $15.3 million . Park City Capital . On March 31, 2015, the Company accepted a Subscription Agreement from Park City Capital Offshore Master, Ltd. (“Park City Offshore”), an affiliate of Michael J. Fox, for a 2015 Note with an aggregate principal amount of $1,000,000 and, in connection therewith, issued such note to Park City Capital Offshore on April 30, 2015. The 2015 Note was offered to Park City Offshore on the same terms and conditions as all other investors in the offering. In January 2017, the Company repurchased the $1,000,000 2015 Note held by Park City Offshore pursuant to the terms of the Tender Offer for any and all of the outstanding 2015 Notes. For a description of the Tender Offer, see Note 19 - Subsequent Events . Mr. Fox is a an affiliate of Park City Offshore, a director of the Company since October 2013, Lead Independent Director since April 1, 2015 and a beneficial owner of greater than 5% of the outstanding common stock. Rimland Consulting Agreement . During March 2015, prior to Allan J. Rimland’s appointment as Chief Financial Officer of the Company, Mr. Rimland provided certain consulting services to the Company as an independent contractor. The Company paid Mr. Rimland $20,000 for such services. Knaup Consulting Agreement . From November 2014 through September 2015, Thomas Knaup provided certain insurance-related consulting services to the Company through an entity owned and controlled by him. In connection with such services, the Company issued to the entity in December 2014 a five -year warrant to purchase 224,758 shares of common stock at an exercise price of $4.04 per share. In September 2015, the Company and the entity terminated the consulting arrangement and the warrant, without it being exercised, and the Company paid $115,000 to the entity in connection therewith. Mr. Knaup was elected a director of the Company in October 14, 2015. Doucet Asset Management, LLC . On June 10, 2014 and on subsequent dates, Doucet Capital, LLC, Doucet Asset Management, LLC, Christopher L. Doucet and Suzette A. Doucet jointly filed with the SEC a Schedule 13D reporting beneficial ownership of greater than 5% of the common stock. On March 31, 2015, the Company accepted Subscription Agreements from Christopher L. Doucet and Suzette A. Doucet for 2015 Notes with an aggregate principal amount of $250,000 . The 2015 Notes were offered to them on the same terms and conditions as all other investors in the offering. With respect to the offering of 2015 Notes, Institutional Securities Corporation served as the placement agent and Doucet Asset Management, LLC served as the selected dealer, both of which are affiliates of Mr. and Ms. Doucet. In connection with the offering of 2015 Notes, the Company paid to Institutional Securities Corporation a placement fee of $151,000 . In January 2017, the Company repurchased the 2015 Notes in aggregate principal amount of $250,000 held by Mr. and Ms. Doucet pursuant to the terms of the Tender Offer for any and all of the outstanding 2015 Notes. For a description of the Tender Offer, see Note 19 - Subsequent Events . On January 19, 2017, Doucet Capital, LLC, Doucet Asset Management, LLC and Mr. and Ms. Doucet jointly filed with the SEC a Schedule 13D reporting beneficial ownership of less than 5% of the common stock as a result of the convertible notes repurchased by the Company pursuant to such tender offer. Cantone . On April 12, 2011 and on subsequent dates, Anthony J. Cantone, Cantone Research, Inc. (“CRI”), and certain other reporting persons filed with the SEC a Schedule 13G reporting beneficial ownership of greater than 5% of the common stock. On October 5, 2015, Mr. Cantone, CRI and CAM, and certain other reporting persons filed with the SEC a Schedule 13G/A-2, which reported beneficial ownership of less than 5% of the common stock. As part of a private placement offering in 2012 for which CRI acted as placement agent, the Company issued and sold to Mr. Cantone and CAM 2012 Notes with an aggregate principal amount of approximately $6.4 million . On June 30, 2015, the Company entered into prepayment agreements with Mr. Cantone and CAM and, in connection therewith, prepaid the 2012 Note held by Mr. Cantone in its entirety and partially prepaid the 2012 Note held by CAM, leaving a principal balance of approximately $4.8 million with respect to such note. All but $1.5 million of such principal balance was repaid on the July 31, 2015 maturity date. Effective July 31, 2015, the Company and CAM amended the 2012 Note held by CAM to, among other things: (i) extend the maturity date with respect to $1.5 million of the principal amount of the 2012 Note to October 31, 2017; (ii) increase the interest rate from 8.0% to 10.0% per annum; and (iii) increase the conversion price from $3.97 to $4.25 per share. Additionally, the amendment modifies the Company’s right to prepay the 2012 Note held by CAM so that the Company may prepay at any time, without penalty, upon 60 days prior notice, any portion of the outstanding principal amount and accrued and unpaid interest thereon with respect to the 2012 Note; provided, however, that: (i) the shares of the common stock issuable upon conversion of the 2012 Note have been registered for resale under the Securities Act; and (ii) at any time after the issue date of the 2012 Note, the volume-weighted average price of the common stock for ten consecutive trading days has equaled or exceeded 150% of the then-current conversion price. The amendment also affords each of CAM and the Company the right to cause the redemption of all or any portion of the principal amount of the 2012 Note held by CAM upon a change of control (as defined in the 2012 Note) at a redemption price equal to 115% of the sum of (i) outstanding principal amount to be redeemed, plus (ii) the amount of accrued and unpaid interest thereon. Pursuant to the amendment, the Company paid to CRI a fee equal to $37,500 . The amendment also amends the consulting agreement, dated July 2, 2012, between the Company and CRI to: (i) reduce the annual consulting fee payable thereunder from approximately $50,000 to $15,000 and further reduce such fee proportionately upon each repayment, redemption or conversion of the principal amount of the 2012 Note held by CAM; and (ii) terminate such consulting agreement upon the earlier of October 31, 2017, or the conversion, redemption or prepayment of the entire principal amount of the 2012 Note held by CAM. The consulting agreement was originally executed by the parties in 2012 in connection with the Company’s private offering of the 2012 Notes. Other than the items discussed above, there are no other material undisclosed related party transactions. For purposes of the disclosure in this Note 18 - Related Party Transactions , note that: (i) Mr. Brogdon is a greater than 5% holder of the outstanding common stock ; and (ii) CAM and CRI are affiliates of Anthony J. Cantone, who filed with the SEC in July 2013 a Form 4 reporting that he beneficially owned greater than 10% of the outstanding common stock which was reported as less than 5% on a Schedule 13G/A filed with the SEC in October 2015. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
STOCK BASED COMPENSATION | STOCK BASED COMPENSATION For the three months ended March 31, 2017 and 2016 , the Company recognized stock-based compensation expense as follows: Three Months Ended March 31, (Amounts in 000’s) 2017 2016 Employee compensation: Restricted stock $ 118 $ 246 Stock options — 111 Warrants 60 85 Total employee stock-based compensation expense $ 178 $ 442 Non-employee compensation: Board restricted stock 44 26 Board stock options 12 12 Total non-employee stock-based compensation expense $ 56 $ 38 Total stock-based compensation expense $ 234 $ 480 Stock Incentive Plan AdCare Health Systems, Inc. 2011 Stock Incentive Plan, as amended (the “2011 Stock Incentive Plan”) expires March 28, 2021 and provides for a maximum of 2,027,393 shares of common stock to be issued. The 2011 Stock Incentive Plan permits the granting of incentive or nonqualified stock options and the granting of restricted stock. The plan is administered by the Compensation Committee of the Board (the “Compensation Committee”), pursuant to authority delegated to it by the Board. The Compensation Committee is responsible for determining the employees to whom awards will be made, the amounts of the awards, and the other terms and conditions of the awards. As of March 31, 2017 , the number of securities remaining available for future issuance is 463,190 . In addition to the Company’s 2011 Stock Incentive Plan, the Company grants stock warrants to officers, directors, employees and certain consultants to the Company from time to time as determined by the Board and, when appropriate, the Compensation Committee. The assumptions used in calculating the fair value of employee common stock options and warrants granted during the three months ended March 31, 2017 and March 31, 2016 , using the Black-Scholes-Merton option-pricing model, are set forth in the following table: Three Months Ended March 31, 2017 * 2016 Dividend yield — % — % Expected volatility — % 41 % Risk-free interest rate — % 1.43 % Expected term (in years) n/a 5.0 * No issuances of common stock options or warrants during the current period. Common Stock Options The following table summarizes the Company’s common stock option activity for the three months ended March 31, 2017 : Number of Shares (000's) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in 000's) Outstanding, December 31, 2016 355 $ 3.21 5.6 $ — Granted — $ — Forfeited — $ — Expired (22 ) $ 3.93 Outstanding, March 31, 2017 333 $ 3.17 4.8 $ — Vested, March 31, 2017 298 $ 3.08 4.5 $ — The following table summarizes the common stock options outstanding and exercisable as of March 31, 2017 : Stock Options Outstanding Options Exercisable Exercise Price Number of Shares Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Vested, March 31, 2017 Weighted Average Exercise Price $1.31 - $3.99 268 4.4 $ 2.93 233 $ 2.79 $4.00 - $4.30 65 6.4 $ 4.12 65 $ 4.12 Total 333 4.8 $ 3.17 298 $ 3.08 For options unvested at March 31, 2017 , $0.04 million in compensation expense will be recognized over the next 0.7 years. Common Stock Warrants The following table summarizes the Company’s common stock warrant activity for the three months ended March 31, 2017 : Number of Warrants (000's) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in 000's) Outstanding, December 31, 2016 1,887 $ 3.58 4.1 $ 11 Granted — $ — Forfeited — $ — Expired — $ — Outstanding, March 31, 2017 1,887 $ 3.58 3.8 $ 6 Vested, March 31, 2017 1,604 $ 3.44 3.1 $ 6 The following table summarizes the common stock warrants outstanding and exercisable as of March 31, 2017 : Warrants Outstanding Warrants Exercisable Exercise Price Number of Shares (000's) Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Vested at March 31, 2017 Weighted Average Exercise Price $0 - $1.99 218 0.6 $ 1.82 218 $ 1.82 $2.00 - $2.99 335 1.3 $ 2.58 335 $ 2.58 $3.00 - $3.99 500 2.5 $ 3.59 500 $ 3.59 $4.00 - $4.99 811 6.4 $ 4.39 528 $ 4.23 $5.00 - $5.90 23 6.1 $ 5.90 23 $ 5.90 Total 1,887 3.8 $ 3.58 1,604 $ 3.44 For warrants unvested at March 31, 2017 , $0.2 million in compensation expense will be recognized over the next 0.7 years. Restricted Stock The following table summarizes the Company’s restricted stock activity for the three months ended March 31, 2017 : Number of Shares (000's) Weighted Avg. Grant Date Fair Value Unvested, December 31, 2016 404 $ 2.84 Granted — $ — Vested (37 ) $ 2.14 Forfeited (3 ) $ 2.49 Unvested, March 31, 2017 364 $ 2.91 For restricted stock unvested at March 31, 2017 , $0.7 million in compensation expense will be recognized over the next 2.8 years. | STOCK BASED COMPENSATION The following table summarizes employee and nonemployee stock based compensation for the years ended December 31, 2016 and 2015 : Year Ending December 31, Amounts in (000's) 2016 2015 Employee compensation: Stock options $ 112 $ 42 Warrants 278 196 Restricted stock 628 431 Total employee stock-based compensation expense $ 1,018 $ 669 Non-employee compensation: Stock options $ 50 $ 49 Warrants — — Restricted stock 65 224 Total non-employee stock-based compensation expense $ 115 $ 273 Total stock-based compensation expense $ 1,133 $ 942 The assumptions used in calculating the fair value of employee stock options and warrants granted for the years ended December 31, 2016 and 2015 , using the Black-Scholes-Merton option-pricing model, are set forth in the following table: Year Ending December 31, 2016 2015 Dividend Yield — % 4.8 % Expected Volatility 40.9 % 38.6 % Risk-Free Interest Rate 1.43 % 1.09 % Expected Term (in years) 5.0 3.9 No stock-based compensation awards were granted to non-employees for the year ended December 31, 2016 or for the year ended December 31, 2015 . Common Stock Options The Company has two stock option plans: • The 2005 Stock Incentive Plan, which expired September 30, 2015 ; and • The 2011 Stock Incentive Plan, which expires March 28, 2021 and provides for a maximum of 2,027,393 shares of common stock to be issued. The two plans permit the granting of incentive or nonqualified stock options. The 2011 Stock Incentive Plan also permits the granting of restricted stock. The plans are administered by the Board which has the authority to determine to whom awards will be made, the amounts of the awards, and the other terms and conditions of the awards. The number of securities remaining available for future issuance under the 2011 Stock Incentive Plan as of December 31, 2016 is 438,110 . The following summarizes the Company's employee and non-employee stock option activity for the years ended December 31, 2016 and 2015 : Number of Weighted Weighted Average Aggregate (a) Outstanding at December 31, 2014 935 $ 4.91 Granted — $ — Exercised (13 ) $ 2.35 Forfeited (535 ) $ 5.63 Expired (120 ) $ 4.10 Outstanding at December 31, 2015 267 $ 3.96 6.9 $ 2 Vested at December 31, 2015 184 $ 3.96 6.1 $ 2 Vested or Expected to Vest at December 31, 2015 (b) 264 $ 3.96 6.9 $ 2 Outstanding at December 31, 2015 267 $ 3.96 Granted 141 $ 2.07 Exercised — $ — Forfeited (8 ) $ 4.06 Expired (45 ) $ 3.86 Outstanding at December 31, 2016 355 $ 3.21 5.6 $ — Vested at December 31, 2016 320 $ 3.14 5.3 $ — Vested or Expected to Vest at December 31, 2016 (b) 355 $ 3.21 5.6 $ — (a) Represents the aggregate gain on exercise for vested in-the-money options as of December 31, 2016. (b) Includes forfeiture adjusted unvested shares. The weighted average grant date fair value of common stock options granted during the year ended December 31, 2016 was $2.07 . No options were granted during the year ended December 31, 2015 . At December 31, 2016 , the Company has approximately $47.5 thousand of unrecognized compensation expense related to unvested options. Assuming no pre-vesting forfeitures, this expense will be recognized as a charge to earnings over a weighted-average remaining service period of 1.0 year. The total intrinsic value of options exercised during the years ended December 31, 2016 and 2015 , was zero and $0.02 million , respectively. The following summary information reflects stock options outstanding, vested and related details as of December 31, 2016 : Stock Options Outstanding Stock Options Exercisable Exercise Price Number Outstanding (000's) Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Vested and Exercisable (000's) Weighted Average Exercise Price $1.31 - $3.99 290 5.3 $ 3.01 255 $ 2.89 $4.00 - $4.30 65 6.7 $ 4.12 65 $ 4.12 Total 355 5.6 $ 3.21 320 $ 3.14 Common Stock Warrants The Company grants stock warrants to officers, directors, employees and certain consultants to the Company from time to time as determined by the Board and, when appropriate, the Compensation Committee of the Board. The Board administers the granting of warrants, determines the persons to whom awards will be made, the amount of the awards, and the other terms and conditions of the awards. The following summarizes the Company's employee and non-employee common stock warrant activity for the years ended December 31, 2016 and 2015 : Number of Warrants (000's) Weighted Average Exercise Price Weighted Aggregate Intrinsic Value (000's) (a) Outstanding at December 31, 2014 2,716 $ 3.45 Granted 275 $ 4.25 Exercised (519 ) $ 3.43 Forfeited (225 ) $ 4.04 Expired (196 ) $ 3.91 Outstanding at December 31, 2015 2,051 $ 3.46 4.7 $ 305 Vested at December 31, 2015 1,576 $ 3.19 3.5 $ 305 Vested or Expected to Vest at December 31, 2015 (b) 1,998 $ 3.43 4.7 $ 305 Outstanding at December 31, 2015 2,051 $ 3.46 Granted — $ — Exercised (109 ) $ 1.04 Forfeited — $ — Expired (55 ) $ 4.08 Outstanding at December 31, 2016 1,887 $ 3.58 4.1 $ 11 Vested at December 31, 2016 1,604 $ 3.44 3.3 $ 11 Vested or Expected to Vest at December 31, 2016 (b) 1,867 $ 3.57 4.0 $ 11 (a) Represents the aggregate gain on exercise for vested in-the-money warrants as of December 31, 2016. (b) Includes forfeiture adjusted unvested shares. No warrants were granted during the year ended December 31, 2016 . The weighted average grant date fair value of common stock warrants granted during the year ended December 31, 2015 , was $0.85 . The Company has approximately $0.3 million of unrecognized compensation expense related to unvested common stock warrants as of December 31, 2016 . Assuming no pre-vesting forfeitures, this expense will be recognized as a charge to earnings over a weighted-average remaining service period of 1.0 years. The total intrinsic value of common stock warrants exercised during the years ended December 31, 2016 and 2015 was $0.1 million and $0.4 million , respectively. The following summary information reflects warrants outstanding, vested and related details as of December 31, 2016 : Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding (000's) Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Vested and Exercisable (000's) Weighted Average Exercise Price $1.04 - $1.99 218 0.9 $ 1.82 218 $ 1.82 $2.00 - $2.99 335 1.5 $ 2.58 335 $ 2.58 $3.00 - $3.99 500 2.8 $ 3.59 500 $ 3.59 $4.00 - $4.99 811 6.7 $ 4.39 528 $ 4.42 $5.00 - $5.90 23 6.4 $ 5.90 23 $ 5.90 Total 1,887 4.1 $ 3.58 1,604 $ 3.44 Restricted Stock The following summarizes the Company's restricted stock activity for the year ended December 31, 2016 and 2015 : Number Weighted Average Unvested at December 31, 2014 504 $ 3.68 Granted 204 $ 4.05 Vested (393 ) $ 3.51 Forfeited (21 ) $ 3.20 Unvested at December 31, 2015 294 $ 4.19 Granted 305 $ 1.93 Vested (183 ) $ 3.52 Forfeited (12 ) $ 2.49 Unvested at December 31, 2016 404 $ 2.84 The weighted average grant date fair value of restricted stock awards granted during the years ended December 31, 2016 and 2015 was $1.93 and $4.05 , respectively. The Company has approximately $0.9 million of unrecognized compensation expense related to unvested restricted stock awards as of December 31, 2016 . Assuming no pre-vesting forfeitures, this expense will be recognized as a charge to earnings over a weighted-average remaining service period of 2.81 years. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract] | ||
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES Non-consolidated Variable Interest Entities Aria. On April 30, 2015, the Company entered into a lease inducement (the “Aria Lease Inducement”) with Aria Health Consulting, LLC with respect to the Aria Subleases. The Aria Lease Inducement provided for a one-time payment from the Company to Aria Health Consulting, LLC equal to $2.0 million minus the security deposits and first month’s base and special rent for all Aria Subleases. On April 30, 2015, in connection with the Aria Lease Inducement, eight of the Aria Subleases were amended to, among other things, provide that the Aria Sublessees shall, collectively, pay to the Aria Sublessors special rent in the amount of $29,500 per month payable in advance on or before the first day of each month (except for the first special rent payment, which was subtracted from the lease inducement fee paid by the Company under the Aria Lease Inducement). On July 17, 2015, the Company made a short-term loan to Highlands Arkansas Holdings, LLC, an affiliate of Aria (“HAH”), for working capital purposes, and, in connection therewith, HAH executed a promissory note (the “ HAH Note”) in favor of the Company. Since July 17, 2015, the HAH Note has been amended from time to time and currently has an outstanding principal amount of $ 1.0 million and matured on December 31, 2016 . On October 6, 2015, HAH and the Company entered into a security agreement, whereby HAH granted the Company a security interest in all accounts arising from the business of HAH and the Aria Sublessees, and all rights to payment from patients, residents, private insurers and others arising from the business of HAH and the Aria Sublessees (including any proceeds thereof), as security for payment of the HAH Note, as amended, and certain rent and security deposit obligations of the Aria Sublessees under Aria Subleases. On March 1, 2017, the Company was advised that $0.8 million is available for repayment of the HAH Note in accordance with its terms. Accordingly, the Company has charged a $0.2 million bad debt expense to the Company’s unaudited consolidated statement of operations for the three months ended March 31, 2017. For further information, see Note 7 - Leases . The Aria Lease Inducement and HAH Note entered into by the Company create a variable interest that may absorb some or all of the expected losses of the Variable Interest Entity (“VIE”). The Company does not consolidate the operating activities of the Aria Sublessees as the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance. Effective February 3, 2016, each Aria Sublessor terminated the applicable Aria Sublease due to the applicable Aria Sublessee’s failure to pay rent pursuant to the terms of such sublease. Peach Health. In connection with the Peach Health Sublease, the Company extended the Peach Line to Peach Health Sublessee in an amount of up to $1.0 million , with interest accruing on the unpaid balance under the Peach Line at a rate of 13.5% per annum. The entire principal amount due under the Peach Line, together with all accrued and unpaid interest thereunder, shall be due one year from the date of the first disbursement. The Peach Line is secured by a first priority security interest in Peach Health Sublessee’s assets and accounts receivable pursuant to a security agreement executed by Peach Health Sublessee. As of March 31, 2017 , $1.0 million was outstanding on the Peach Line. For further information on the Peach Health Sublease and Peach line, see Note 7 - Leases and Note 17 - Subsequent Events . The LOC creates a variable interest that may absorb some or all of a VIE’s expected losses. The Company does not consolidate the operating activities of the affiliates of Peach Health as the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance. | VARIABLE INTEREST ENTITIES Consolidated Variable Interest Entity The Company had one variable interest entity that was required to be consolidated because AdCare had control as primary beneficiary. A "primary beneficiary" is the party in a VIE that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (ii) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. For a further description of the VIE, see Note 18 - Related Party Transactions - Riverchase . On March 3, 2014 , the Company and certain of its subsidiaries entered into a letter agreement, dated as of February 28, 2014 (the "Letter Agreement"), with Christopher Brogdon (a then director of the Company and a greater than 5% beneficial owner of the outstanding common stock) and entities controlled by Mr. Brogdon, which: (i) amended the Company's previously-existing option to acquire all of the issued and outstanding membership interests in Riverchase, the Company's consolidated VIE, until June 22, 2015 ; and (ii) reduced the purchase price for the exercise of such option to $1.00 . Furthermore, the Letter Agreement provides that, upon the closing of the sale of the Riverchase Village facility, a 105 -bed assisted living facility located in Hoover, Alabama and owned by Riverchase, to an arms-length third party purchaser, regardless of whether the Company has exercised its option to purchase Riverchase, the net sales proceeds from such sale shall be distributed as follows: (a) one-half of the net sales proceeds will be paid to the Company; (b) the remaining net sales proceeds will be paid to the Company to satisfy the outstanding principal balance and interest (if any) then due under the promissory note issued by Mr. Brogdon in favor of the Company with an original principal amount of $523,663 , with such payment to be applied in the order of scheduled amortization under the note; and (c) the balance of net sales proceeds will be paid to the Company. On May 15, 2014 , the Company and certain of its subsidiaries entered into an Amendment to the Letter Agreement (the "Letter Agreement First Amendment"), pursuant to which the Company agreed to pay $92,323 (the "Tax Payment") to the appropriate governmental authorities of Jefferson County, Alabama, such amount representing outstanding real property taxes due on the Riverchase Village facility. The Company determined that it was in its best interest to make the Tax Payment in order to preserve the Company's interest in the sale of the Riverchase Village facility. In connection with the Tax Payment, the parties also agreed to amend and restate the promissory note issued by Mr. Brogdon in favor of the Company to reflect a new principal amount of $615,986 , which amount represents the original principal amount of the note plus the Tax Payment. Furthermore, the Letter Agreement First Amendment amended the Letter Agreement to provide that, if the closing of the sale of the Riverchase Village facility does not occur on or before December 31, 2014 , then a payment of principal under the amended and restated promissory note equal to the Tax Payment will be due and payable to the Company on or before January 31, 2015 . On October 10, 2014 , AdCare and certain of its subsidiaries entered into a second amendment to the Letter Agreement, as amended (the “Letter Agreement Second Amendment”), with Mr. Brogdon and entities controlled by Mr. Brogdon, pursuant to which the Company reduced the principal amount of the note issued by Mr. Brogdon by the amount equal to $92,323 (which represents the amount of the Tax Payment) plus $255,000 (which represents an offset of amounts owed by the Company to Mr. Brogdon under his Consulting Agreement with the Company). The Letter Agreement Second Amendment also amended the Letter Agreement, as amended, to provide that upon the closing of the sale of the Riverchase Village facility to a third party purchaser, the net sales proceeds from such sale shall be distributed so that any net sales proceeds shall first be paid to the Company to satisfy the $177,323 outstanding under the note issued by Riverchase to the Company, which note is discussed below. AdCare was a guarantor of Riverchase’s obligations with respect to the Riverchase Bonds, and in order to preserve the Company's interest in the sale of the Riverchase Village facility, the Company made a payment in the amount of $85,000 (the "Principal Obligation") on behalf of Riverchase with respect to its obligations under the bonds. On October 10, 2014 , Riverchase issued a promissory note in favor of the Company in the principal amount of $177,323 , which represented the amount of Tax Payment plus the Principal Obligation. The note did not bear interest and was due upon the closing of the sale of the Riverchase Village facility. On March 25, 2015 , AdCare and certain of its subsidiaries entered into a third amendment to the Letter Agreement, as amended (the “Letter Agreement Third Amendment”), with Mr. Brogdon and entities controlled by him, pursuant to which Riverchase and the Company agreed to amend the promissory notes issued by Riverchase to the Company to: (i) increase the principal amount due under the promissory note issued by Riverchase to the Company by any additional real property tax payments made by the Company with respect to the Riverchase Village facility and (ii) to state that such promissory note would not bear interest. The Letter Agreement Third Amendment amended the Letter Agreement to provide a schedule for the payment to the Company of the net sales proceeds resulting from a sale of the Riverchase Village facility to a third-party purchaser. The net sales proceeds from such sale shall be distributed to the Company as follows: (i) an amount sufficient to satisfy all amounts due and owing under the promissory note issued by Riverchase to the Company; (ii) one-half of the then remaining net sales proceeds; (iii) an amount sufficient to satisfy the amounts due and owing under the promissory note issued by Mr. Brogdon to the Company; and (iv) the then remaining balance of net sales proceeds. In connection with the Letter Agreement Third Amendment, the Company and Mr. Brogdon agreed to amend the promissory note issued by Mr. Brogdon to the Company. Pursuant to this amendment, the principal balance plus any accrued interest under the promissory note issued by Mr. Brogdon to the Company would be due and payable on the earlier of: (i) December 31, 2015; or (ii) the closing of the sale of the Riverchase Village facility. On June 11, 2015, Omega executed an Asset Purchase Agreement (the “Omega Purchase Agreement”) for $6.75 million and had a closing deadline of August 31, 2015. The Omega Purchase Agreement was later amended on August 6, 2015 to, among other things, extend the closing deadline from August 31, 2015 to September 30, 2015 as well as increase the purchase price from $6.75 million to $6.85 million . The Omega Purchase Agreement was later amended for a second time on September 30, 2015 to, among other things, extend the closing deadline from September 30, 2015 to November 30, 2015. Riverchase completed the sale of the Riverchase Village facility effective November 20, 2015. As of November 20, 2015, proceeds to repay the full balance of the facility’s senior debt were deposited with the lender/bond trustee. On November 23, 2015, the Company announced that Christopher Brogdon had informed the Board of his decision to accelerate his resignation from the Board to be effective as of November 20, 2015. As of December 31, 2016, principal due and payable under the promissory note issued by Riverchase was $95,000 . This note was fully allowed at December 31, 2015. The facility assets were sold while the VIE was still consolidated and, as such, the sale of the Riverchase Village facility is reflected in the Company's financial statements. The accounting for the operations and the sale are reflected in discontinued operations. As a result of the Riverchase Village sale and resulting payoff of the Riverchase Bonds, the Company was no longer the guarantor of the underlying debt. In consideration of this and the fact that the Company no longer holds a purchase option for the Riverchase Village facility, the Company determined it was no longer the primary beneficiary and determined it should deconsolidate the Riverchase VIE. As part of the deconsolidation of the Riverchase VIE, an eliminated intercompany balance of approximately $1.6 million consisting of operating losses sustained from 2010-2013, which were funded by AdCare and recognized in AdCare’s consolidated statements of operations from 2010-2013 attributable to the non-controlling interest in 2010-2013, were re-attributed to the Company’s shareholders. Non-consolidated Variable Interest Entities Aria. On April 30, 2015, the Company entered into a lease inducement (the "Aria Lease Inducement") with Aria Health Consulting, LLC with respect to the Aria Subleases. The Aria Lease Inducement provided for a one-time payment from the Company to Aria Health Consulting, LLC equal to $2.0 million minus the security deposits and first month's base and special rent for all Aria Sublessees. On April 30, 2015, in connection with the Aria Lease Inducement, eight sublease agreements with Aria Sublessees were amended to, among other things, provide that the Aria Sublessees shall, collectively, pay to the Aria Sublessors special rent in the amount of $29,500 per month payable in advance on or before the first day of each month (except for the first special rent payment, which shall be subtracted from the lease inducement fee paid by the Company under the Aria Lease Inducement). On July 17, 2015, the Company made a short-term loan, with an annual interest rate of 13.5% , to HAH and, in connection therewith, HAH executed the HAH Note, as subsequently amended, in favor of the Company. Since July 17, 2015, the HAH Note has been amended from time to time and currently has an outstanding principal amount of $1.0 million and matured on December 31, 2015 . On October 6, 2015, HAH and the Company entered into a security agreement, whereby HAH granted the Company a security interest in all accounts arising from the business of HAH and the Aria Sublessees, and all rights to payment from patients, residents, private insurers and others arising from the business of HAH and the Aria Sublessees (including any proceeds thereof), as security for payment of the HAH Note, as amended, and certain rent and security deposit obligations of the Aria Sublessees under Aria Subleases. The Company is currently seeking the repayment of the HAH Note in accordance with its terms and expects full repayment. For further information, see Note 7 - Leases . The Aria Lease Inducement and HAH Note entered into by the Company create a variable interest that may absorb some or all of a VIE’s expected losses. The Company does not consolidate the operating activities of the Aria Sublessees as the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance (see Note 7 - Leases ). Beacon. On August 1, 2015, the Company entered into a Lease Inducement Fee Agreement with certain affiliates of Beacon Health Management, LLC ("Beacon"), pursuant to which the Company paid a fee of $0.6 million as a lease inducement for certain affiliates of Beacon (the "Beacon Sublessees") to enter into sublease agreements and to commence such subleases and transfer operations thereunder (see Note 7 - Leases ). The inducement fee was paid net of certain other fees and costs owed by the affiliates of, including the first month of base rent for all of the Beacon facilities and the first month of special rent pertaining to the four of such facilities. On August 1, 2015, the Company made a short-term loan to certain affiliates of Beacon (collectively, the "Beacon Affiliates") and, in connection therewith, Beacon Affiliates executed a promissory note maturing on May 31, 2016 in the amount $0.6 million (the "Beacon Note"), as amended, in favor of the Company. Interest accrues on the unpaid principal balance of the note at a rate of 18% per annum. Until all amounts due and owing under the note have been paid, the Beacon Sublessees will not pledge, as security, any of the accounts receivable relating to the respective facilities that such entities sublease from affiliates of the Company. As of June 30, 2016, $0.6 million outstanding principal on the Beacon Note was paid in full. The Beacon Lease Inducement and Beacon Note entered into by the Company create a variable interest that may absorb some or all of a VIE’s expected losses. The Company does not consolidate the operating activities of the Beacon Sublessees as the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance (see Note 7 - Leases ). Peach Health. In connection with the Peach Health Sublease, the Company extended the Peach Line to Peach Health Sublessee in an amount of up to $1.0 million , with interest accruing on the unpaid balance under the Peach Line at a rate of 13.5% per annum. The entire principal amount due under the Peach Line, together with all accrued and unpaid interest thereunder, shall be due one year from the date of the first disbursement. The Peach Line is secured by a first priority security interest in Peach Health Sublessee’s assets and accounts receivable pursuant to a security agreement executed by Peach Health Sublessee. As of December 31, 2016 , $0.7 million was outstanding on the Peach Line. For further information on the Peach Health Sublease, see Note 7 - Leases and Note 19 - Subsequent Events . The Peach Line creates a variable interest that may absorb some or all of a VIE’s expected losses. The Company does not consolidate the operating activities of the affiliates of Peach Health as the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Regulatory Matters Laws and regulations governing federal Medicare and state Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from certain governmental programs. As of March 31, 2017 , all of the Company’s facilities leased and subleased to third-party operators and managed for third-parties are certified by CMS and operational (see Note 7 - Leases ). Legal Matters The Company is party to various legal actions and administrative proceedings and is subject to various claims arising in the ordinary course of business, including claims that the services the Company provided during the time it operated skilled nursing facilities resulted in injury or death to the patients of the Company’s facilities and claims related to professional and general negligence, employment, staffing requirements and commercial matters. Although the Company intends to vigorously defend itself in these matters, there is no assurance that the outcomes of these matters will not have a material adverse effect on the Company’s business, results of operations and financial condition. The Company previously operated, and the Company’s tenants now operate, in an industry that is extremely regulated. As such, in the ordinary course of business, the Company’s tenants are continuously subject to state and federal regulatory scrutiny, supervision and control. Such regulatory scrutiny often includes inquiries, investigations, examinations, audits, site visits and surveys, some of which are non-routine. In addition, we believe that there has been, and will continue to be, an increase in governmental investigations of long-term care providers, particularly in the area of Medicare/Medicaid false claims, as well as an increase in enforcement actions resulting from these investigations. Adverse determinations in legal proceedings or governmental investigations against or involving the Company, for the Company’s prior operations, or the Company’s tenants, whether currently asserted or arising in the future, could have a material adverse effect on the Company’s business, results of operations and financial condition. Professional and General Liability Claims . As of March 31, 2017 , the Company was a defendant in a total of 44 professional and general liability actions commenced on behalf of former patients, of which 28 cases were filed in the State of Arkansas by the same plaintiff attorney who represented the plaintiffs in the lawsuit captioned Amy Cleveland et. al. v. APHR&R Nursing, LLC et. al. filed on March 4, 2015 with the Circuit Court of Pulaski County, Arkansas, 16th Division, 6th Circuit. These actions generally seek unspecified compensatory and punitive damages for former patients of the Company who were allegedly injured or died while patients of facilities operated by the Company due to professional negligence or understaffing. Three of the pending actions are covered by insurance, except that any award of punitive damages would be excluded from such coverage. The actions are in various stages of discovery, and the Company intends to vigorously litigate the claims. The Company established a self-insurance reserve for these professional and general liability claims, included within “Accrued expenses and other” in the Company’s unaudited consolidated balance sheets of $6.0 million and $6.9 million at March 31, 2017 , and December 31, 2016 , respectively. The decrease in the reserve at March 31, 2017 , reflects the legal and associated settlement amounts relieved from the accrual to be paid. For additional information regarding the Company’s self-insurance reserve, please see Part II, Item 8, Notes to Consolidated Financial Statements, Note 15 - Commitments and Contingencies included in the Annual Report. Ohio Attorney General Action. On October 27, 2016, the Attorney General of Ohio (the “OAG”) filed in the Court of Common Pleas, Franklin County, Ohio a complaint against The Pavilion Care Center, LLC, Hearth & Home of Greenfield, LLC (each a subsidiary of the Company), and certain other parties (including parties for which the Company provides or provided management services). The lawsuit alleges that defendants submitted improper Medicaid claims for independent laboratory services for glucose blood tests and capillary blood draws and further alleges that defendants (i) engaged in deception, (ii) willfully received Medicaid payments to which they were not entitled or in a greater amount than that to which they were entitled, and (iii) obtained payments under the Medicaid program to which they were not entitled pursuant to their provider agreements and applicable Medicaid rules and regulations. The OAG is seeking, among other things, triple the amount of damages proven at trial (plus interest) and not less than $5,000 and not more than $10,000 for each deceptive claim or falsification. As previously disclosed, the Company received a letter from the OAG in February 2014 demanding repayment of allegedly improper Medicaid claims related to glucose blood tests and capillary blood draws and penalties of approximately $1.0 million , and the Company responded to such letter in July 2014 denying all claims. The Company filed an answer to the complaint on January 27, 2017 in which it denied the allegations. Although there is no assurance as to the ultimate outcome of this matter or its impact on the Company’s business or its financial condition, the Company believes it has meritorious defenses and intends to vigorously defend the claim. | COMMITMENTS AND CONTINGENCIES Regulatory Matters Laws and regulations governing federal Medicare and state Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from certain governmental programs. In February and May 2016, CMS decertified the Jeffersonville and Oceanside Facilities respectively, meaning the facilities can no longer accept Medicare or Medicaid patients. On December 20, 2016, the Jeffersonville Facility was recertified by CMS and received a new Medicare/Medicaid provider contract. For further information (see Note 7 - Leases and Note 19 - Subsequent Events). The Company believes that it is in compliance in all material respects with all applicable laws and regulations. Legal Matters The Company is party to various legal actions and administrative proceedings and are subject to various claims arising in the ordinary course of business, including claims that the services the Company provides during the time it operated skilled nursing facilities resulted in injury or death to the residents of the Company's facilities and claims related to employment, staffing requirements and commercial matters. Although the Company intends to vigorously defend itself in these matters, there is no assurance that the outcomes of these matters will not have a material adverse effect on the Company's business, results of operations and financial condition. The Company previously operated, and the Company's tenants now operate, in an industry that is extremely regulated. As such, in the ordinary course of business, the Company's tenants are continuously subject to state and federal regulatory scrutiny, supervision and control. Such regulatory scrutiny often includes inquiries, investigations, examinations, audits, site visits and surveys, some of which are non-routine. In addition, we believe that there has been, and will continue to be, an increase in governmental investigations of long-term care providers, particularly in the area of Medicare/Medicaid false claims, as well as an increase in enforcement actions resulting from these investigations. Adverse determinations in legal proceedings or governmental investigations against or involving the Company, for the Company's prior operations, or the Company's tenants, whether currently asserted or arising in the future, could have a material adverse effect on the Company's business, results of operations and financial condition. Clanton Matter. On June 24, 2013, South Star Services, Inc., Troy Clanton and Rose Rabon (collectively, the “Plaintiffs”) filed a complaint in the District Court of Oklahoma County, State of Oklahoma against: (i) AdCare, certain of its wholly owned subsidiaries and AdCare’s former Chief Executive Officer; (ii) Christopher Brogdon (a director of the Company, owner of greater than 5% of the outstanding shares of the common stock and former Chief Acquisition Officer of the Company) and his wife; and (iii) five entities controlled by Mr. and Mrs. Brogdon, which entities own five skilled-nursing facilities located in Oklahoma that were previously managed by an AdCare subsidiary. On February 10, 2015, Plaintiffs and the defendants participated in a voluntary mediation in an attempt to resolve the case. Although the case did not settle at the mediation, Plaintiffs and defendants continued to negotiate over the following weeks and executed a settlement agreement on March 30, 2015 (the "Clanton Settlement Agreement") to settle all claims for a lump sum payment of $2.0 million . In April 2015, under the Clanton Settlement Agreement, the Company paid $0.6 million to the Plaintiffs with the balance paid by two of the Company's insurance carriers. The Company and the other defendants in the matter deny all of the Plaintiff's claims and any wrongdoing but agreed to settle the matter to avoid the continued expense and unpredictability of litigation. Ohio Attorney General Action. On October 27, 2016, the Ohio Attorney General (the “OAG”) filed in the Court of Common Pleas, Franklin County, Ohio a complaint against The Pavilion Care Center, LLC, Hearth & Home of Greenfield, LLC (each a subsidiary of the Company), and certain other parties (including parties for which the Company provides or provided management services). The lawsuit alleges that defendants submitted improper Medicaid claims for independent laboratory services for glucose blood tests and capillary blood draws and further alleges that defendants (i) engaged in deception, (ii) willfully received Medicaid payments to which they were not entitled or in a greater amount than that to which they were entitled, and (iii) obtained payments under the Medicaid program to which they were not entitled pursuant to their provider agreements and applicable Medicaid rules and regulations. The OAG is seeking, among other things, triple the amount of damages proven at trial (plus interest) and not less than $5,000 and not more than $10,000 for each deceptive claim or falsification. As previously disclosed, the Company received a letter from the OAG in February 2014 offering to settle its claims against the defendants for improper Medicaid claims related to glucose blood tests and capillary blood draws for a payment of approximately $1.0 million . The Company responded to such letter in July 2014 denying the allegations and heard nothing more from the OAG until the above referenced lawsuit was filed. The Company filed an answer to the complaint on January 27, 2017 in which it denied the allegations. Although there is no assurance as to the ultimate outcome of this matter or its impact on the Company’s business or its financial condition, the Company believes it has meritorious defenses and intends to vigorously defend the claim. Professional and General Liability Claims . The Company was a defendant in a purported class action lawsuit captioned Amy Cleveland et. al. v. APHR&R Nursing, LLC et. al. filed on March 4, 2015 with the Circuit Court of Pulaski County, Arkansas, 16th Division, 6th Circuit (the “Amy Cleveland Class Action”). On December 16, 2015, the Company's insurance carrier reached a settlement with each of the individual plaintiffs on behalf of the Company and all other defendants pursuant to which separate payments are to be made by the Company's carrier to the plaintiffs. The individual settlements are contingent on approval by the probate courts having jurisdiction over the deceased plaintiffs' respective estates, if applicable. As of June 30, 2016, all of the individual settlement agreements had been approved and the settlement consideration paid to the plaintiffs. As of April 17, 2017 , the Company was a defendant in a total of 44 professional and general liability actions commenced on behalf of former patients, of which 28 cases were filed in the State of Arkansas by the same plaintiff attorney who represented the plaintiffs in the Amy Cleveland Class Action. These actions generally seek unspecified compensatory and punitive damages for former patients of the Company who were allegedly injured or died while patients of facilities operated by the Company due to professional negligence or understaffing. Three of the pending actions are covered by insurance, except that any award of punitive damages would be excluded from such coverage. The actions are in various stages of discovery, and the Company intends to vigorously litigate the claims. The Company has self-insured against professional and general liability actions since it discontinued its healthcare operations in connection with its transition to a healthcare holding and leasing company. The Company established a self-insurance reserve for these professional and general liability claims, included within “Accrued expenses and other” in the Company’s audited consolidated balance sheets of $6.9 million and $0.2 million at December 31, 2016 , and December 31, 2015 , respectively. The Company evaluates quarterly the adequacy of its self-insurance reserve based on a number of factors, including: (i) the number of actions pending and the relief sought; (ii) analyses provided by defense counsel, medical experts or other information which comes to light during discovery; (iii) the legal fees and other expenses anticipated to be incurred in defending the actions; (v) the status and likely success of any settlement discussions; and (vi) the venues in which the actions have been filed or will be adjudicated. In evaluating the adequacy of the self-insurance reserve in connection with the preparation of the Company’s financial statements for the year ended December 31, 2016 , the Company also considered: (i) the increase in the number of pending actions since December 31, 2015 ; (ii) the outcome of initial mediation sessions and the status of settlement negotiations; and (iii) defense counsel’s evaluation of estimated legal costs and other expenses if the pending actions were to be litigated to final judgment. Based on the foregoing, the Company has increased the self-insurance reserve at December 31, 2016 to $6.9 million . The Company currently believes that most of its cases, and particularly many of the most recently filed cases, are defensible and intends to defend these claims through final judgment. The self-insurance reserve includes the Company's estimated legal costs of litigating the pending actions accordingly. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The provision for income taxes attributable to continuing operations for the years ended December 31, 2016 and 2015 are presented below: Year Ended December 31, (Amounts in 000's) 2016 2015 Current Tax Expense: Federal $ — $ 8 $ — $ 8 Deferred Tax Expense: Federal $ (163 ) $ 102 $ (163 ) $ 102 Total income tax expense $ (163 ) $ 110 The income tax expense applicable to continuing and discontinued operations is presented below: Year Ended December 31, (Amounts in 000's) 2016 2015 Income tax expense on continuing operations $ (163 ) $ 110 Income tax (benefit) expense on discontinued operations — 251 Total income tax (benefit) expense $ (163 ) $ 361 At December 31, 2016 and 2015 , the tax effect of significant temporary differences representing deferred tax assets and liabilities are as follows: Year Ended December 31, (Amounts in 000's) 2016 2015 Net deferred tax asset (liability): Allowance for doubtful accounts $ 4,475 $ 5,839 Accrued expenses 3,374 1,047 Net operating loss carry forwards 21,624 21,521 Property, equipment & intangibles (4,004 ) (4,526 ) Stock based compensation 268 125 Convertible debt adjustments 261 206 Total deferred tax assets 25,998 24,212 Valuation allowance (26,224 ) (24,601 ) Net deferred tax liability $ (226 ) $ (389 ) In accordance with ASU No. 2015-17, the Company has prospectively adopted the early application of ASU No. 2015-17, thereby classifying all deferred taxes as noncurrent assets and noncurrent liabilities as of December 31, 2015. The reason for the change is to simplify the reporting of all deferred tax assets and liabilities on the balance sheet. The items accounting for the differences between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: Year Ended December 31, 2016 2015 Federal income tax at statutory rate 34.0 % 34.0 % State and local taxes (0.4 )% 2.4 % Consolidated VIE LLC — % 1.0 % Nondeductible expenses (20.6 )% (7.3 )% Other (0.1 )% (2.6 )% Change in valuation allowance (11.7 )% (28.8 )% Effective tax rate 1.2 % (1.3 )% As of December 31, 2016 , the Company had consolidated federal net operating loss ("NOL") carry forwards of $65.1 million . These NOLs begin to expire in 2018 through 2036 and currently are offset by a full valuation allowance. As of December 31, 2016 , the Company had consolidated state NOL carry forwards of $44.5 million . These NOLs begin to expire in 2017 through 2036 and currently are offset by a full valuation allowance. Given the Company's historical net operating losses, a full valuation allowance has been established on the Company's net deferred tax assets. The Company has generated additional deferred tax liabilities related to its tax amortization of certain acquired indefinite lived intangible assets because these assets are not amortized for book purposes. The tax amortization in current and future years gives rise to a deferred tax liability which will only reverse at the time of ultimate sale or book impairment. Due to the uncertain timing of this reversal, the temporary differences associated with indefinite lived intangibles cannot be considered a source of future taxable income for purposes of determining a valuation allowance. As such, the deferred tax liability cannot be used to support an equal amount of the deferred tax asset related to the NOL carry forward. This resulted in recognizing deferred federal and state tax expense of $0.2 million and $0.1 million for the years ended December 31, 2016 and 2015 , respectively, and a deferred tax liability of $0.2 million and $0.4 million for the years ended December 31, 2016 and 2015 , respectively. In early 2014, the IRS initiated an examination of the Company's income tax return for the 2011 income tax year. On May 7, 2014, the IRS completed and closed the examination and no changes were required to the Company's 2011 income tax return. In October 2014 , the GDOR initiated an examination of the Company's Georgia income tax returns and net worth returns for the 2010 , 2011 , 2012 , and 2013 income tax years, which was closed during 2016, with no adjustments required to the filed tax returns. The Company is not currently under examination by any other major income tax jurisdiction. |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
BENEFIT PLANS | BENEFIT PLANS The Company sponsors a 401(k) plan, which provides retirement benefits to eligible employees. All employees are eligible once they reach age 21 years and complete one year of eligible service. The Company's plan allowed eligible employees to contribute up to 20% of their eligible compensation, subject to applicable annual Code limits. The Company provides 50% matching on employee contributions, up to 2% of the employee's salary. Total matching contributions during the years ended December 31, 2016 and 2015 were approximately $2 thousand and $37 thousand , respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company has evaluated all subsequent events through the date the consolidated financial statements were issued and filed with the SEC. The following is a summary of the material subsequent events. Acquisition and Lease of Meadowood Retirement Village On March 8, 2017, AdCare executed a purchase and sale agreement with Meadowood Retirement Village, LLC and Meadowood Properties, LLC (the “Meadowood Purchase Agreement”) to acquire an assisted living and memory care community with 106 operational beds in Glencoe, Alabama (“the Meadowood Facility”) for $5.5 million cash. In addition, on March 21, 2017, AdCare executed a long-term lease with an affiliate of C.R. Management (the “Meadowood Operator”) to lease the facility upon purchase. Lease terms include: (i) a 13 -year initial term with one five -year renewal option; (ii) base rent of $37,500 per month; (iii) a rental escalator of 2.0% per annum in the initial term and 2.5% per annum in the renewal term; (iv) a cross renewal provision, whereby the Meadowood Operator may exercise the lease renewal for the Meadowood Facility if its affiliate exercises the lease renewal option for Coosa Valley Health Care, a 124 -bed skilled nursing facility located in Gadsden, Alabama (the Coosa Valley Facility”) ; and (v) a security deposit equal to one month of base rent. The Company completed the purchase of the Meadowood Facility on May 1, 2017 pursuant to the Meadowood Purchase Agreement, at which time the lease commenced and operations of the Meadowood Facility transferred to the Meadowood Operator. Meadowood Credit Facility On May 1, 2017, in connection with the Meadowood Purchase Agreement, a wholly-owned subsidiary of the Company entered into a Loan Agreement (the “Meadowood Credit Facility”) with the Exchange Bank of Alabama, which provides for a $4.1 million principal amount secured credit facility maturing on May 1, 2022. Interest on the Meadowood Credit Facility accrues on the principal balance thereof at 4.5% per annum. The Meadowood Credit Facility is secured by the Meadowood Facility. Peach Note Modification On April 6, 2017, the Company modified certain terms of the Peach Note (pursuant to which the Company extended a $1.0 million line of credit to Peach Health in connection with the Peach Health Sublesse's securing a $2.5 million working capital loan from a third party lender (the “Peach Working Capital Facility”). Borrowings under the Peach Working Capital Facility are based on a borrowing base of eligible accounts receivable. The modifications of the Peach Note include: (i) reducing the loan balance to $0.8 million and restricting further borrowings; (ii) extending the maturity of the loan to October 1, 2020 and adding a six month extension option by the Peach Health Sublessee assuming certain conditions precedent are met at the time of the exercise of the option; (iii) increasing the interest rate from 13.5% per annum by 1% per year; and (iv) establishing a four year amortization schedule. Payment of principal and interest under the Peach Note shall be governed by certain financial covenants limiting distributions under the Peach Working Capital Facility. Furthermore, the Company guaranteed Peach Health Sublessee’s borrowings under the Peach Working Capital Facility subject to certain burn-off provisions (i.e., the Company’s obligations under such guaranty cease after the later of 18 months or achievement of a certain financial ratio by Peach Health Sublessee). Repayment of 2015 Notes On April 30, 2017, the Company repaid in cash the outstanding $1.0 million in aggregate principal amount of the 2015 Notes, plus accrued and unpaid interest in accordance with the terms of such notes, and all related obligations owed under the 2015 Notes were extinguished at that time. Amendments to Bylaws | SUBSEQUENT EVENTS The Company has evaluated all subsequent events through the date the consolidated financial statements were issued and filed with the SEC. The following is a summary of the material subsequent events. Tender Offer for 10% Convertible Subordinated Notes Due April 30, 2017 On December 8, 2016, the Company commenced the Tender Offer for any and all of its outstanding 2015 Notes. The purchase price offered was cash in an amount equal to $1,000 per $1,000 principal amount of the 2015 Notes purchased, plus accrued and unpaid interest to, but not including, the payment date. The Tender Offer expired on January 9, 2017, and $6.7 million in aggregate principal amount of the 2015 Notes were validly tendered and not properly withdrawn. AdCare accepted and paid all of the 2015 Notes validly tendered and not properly withdrawn pursuant to the Tender Offer. Payment for the 2015 Notes tendered and accepted for payment was made by check on January 10, 2017. After giving effect to such payment, $1.0 million in aggregate principal amount of the 2015 Notes remain outstanding. Recertification of Oceanside Facility On February 7, 2017, the Oceanside Facility was recertified by CMS. Extension of College Park Lease On February 16, 2017, C.R. of College Park LLC, which subleases the College Park Facility from a subsidiary of the Company pursuant to a Sublease Agreement dated February 18, 2015, delivered irrevocable notice to the Company, extending the term of its lease of the College Park Facility for 5 years pursuant to the terms of such sublease. Pending Acquisition and Lease of Meadowood Retirement Village On March 8, 2017, AdCare executed a purchase and sale agreement with Meadowood Retirement Village, LLC and Meadowood Properties, LLC to acquire an assisted living facility with 106 operational beds in Glencoe, Alabama for $5.5 million cash. In addition, on March 21, 2017, AdCare executed a long-term lease with an affiliate of C.Ross Management to lease the facility upon purchase. Lease terms include: (i) a 13 -year initial term with one five -year renewal option, (ii) base rent of $37,500 per month, (iii) a rental escalator of 2% per annum in the initial term and 2.5% per annum in the renewal term, (iii) a cross renewal provision with the Coosa Valley facility and (iv) a one month security deposit. Coosa/Attalla Loan Reduction On March 20, 2017, mortgage indebtedness related to the Coosa Valley and Attalla facilities was reduced by $720,000 and $798,200 , respectively through the application of restricted cash held as collateral against such indebtedness. Peach Note Modification On April 6, 2017, the Company modified certain terms of the Peach Note in connection with the Peach Health Sublesse's securing a $2.5 million working capital loan from a third party lender (the “Peach Working Capital Facility”). Borrowings under the Peach Working Capital Facility are based on a borrowing base of eligible accounts receivable. The modifications of the Peach Note include: (i) reducing the loan balance to $840,217 and restricting further borrowings, (ii) extending the maturity of the loan to October 1, 2020 and adding a six month extension option by the Peach Health Sublesse assuming certain conditions precedent are met at the time of the exercise of the option, (iii) increasing the interest rate from 13.5% per annum by 1% per year, and (iv) establishing a four year amortization schedule. Payment of principal and interest under the Peach Note shall be governed by certain financial covenants limiting distributions under the Peach Working Capital Facility. Furthermore, the Company guaranteed borrowings under the Peach Working Capital Facility subject to certain burn-off provisions. |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Article 8 of Regulations S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results of operations for the periods presented have been included. Operating results for the three months ended March 31, 2017 and 2016 are not necessarily indicative of the results that may be expected for the fiscal year. The balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. | The accompanying consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles ("GAAP") in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported results of operations during the reporting period. Examples of significant estimates include allowance for doubtful accounts, self-insurance reserves, deferred tax valuation allowance, fair value of employee and nonemployee stock based awards, valuation of goodwill and other long-lived assets, and cash flow projections. Actual results could differ materially from those estimates. | The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported results of operations during the reporting period. Examples of significant estimates include the self-insurance reserve for professional and general liability, allowance for doubtful accounts, contractual allowances for Medicaid, Medicare, and managed care reimbursements, deferred tax valuation allowance, fair value of employee and nonemployee stock based awards, fair value estimation methods used to determine the assigned fair value of assets and liabilities acquired in acquisitions, valuation of goodwill and other long-lived assets, and cash flow projections. Actual results could differ materially from those estimates. |
Principles of Consolidation | The consolidated financial statements include the Company's majority owned and controlled subsidiaries. All intercompany transactions and balances have been eliminated through consolidation. For subsidiaries that are not wholly owned by the Company, the portions not controlled by the Company are presented as non-controlling interests in the consolidated financial statements. Arrangements with other business enterprises are evaluated, and those in which AdCare is determined to have controlling financial interest are consolidated. Guidance is provided by FASB ASC Topic 810-10, " Consolidation—Overall", which includes consolidation of business enterprises to which the usual condition of consolidation (ownership of a majority voting interest) does not apply. This guidance includes controlling financial interests that may be achieved through arrangements that do not involve voting interests. In absences of clear control through voting interests, a company's exposure (variable interest) to the economic risks and potential rewards from the variable interest entity's assets and activities are the best evidence of control. If an enterprise holds the power to direct and right to receive benefits of an entity, it would be considered the primary beneficiary. The primary beneficiary is required to consolidate the assets, liabilities and results of operations of the variable interest entity in its financial statements. The Company has evaluated and concluded that as of December 31, 2016 , they have no relationship with a variable interest entity ("VIE") in which they are the primary beneficiary required to consolidate the entity. | |
Cash and Cash Equivalents | The Company considers all unrestricted short-term investments with original maturities less than three months, which are readily convertible into cash, to be cash equivalents. Certain cash, cash equivalents and investment amounts are restricted for specific purposes such as mortgage escrow requirements, reserves for capital expenditures on United States Housing and Urban Development ("HUD") insured facilities and collateral for other debt obligations. | |
Revenue Recognition | Revenue Recognition and Allowances Triple-Net Leased Properties. The Company's triple-net leases provide for periodic and determinable increases in rent. The Company recognizes rental revenues under these leases on a straight-line basis over the applicable lease term when collectibility is reasonably assured. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in other assets on our consolidated balance sheets. In the event the Company cannot reasonably estimate the future collection of rent from one or more tenant(s) of the Company’s facilities, rental income for the affected facilities will be recognized only upon cash collection, and any accumulated straight-line rent receivable will be reversed in the period in which the Company first deems rent collection no longer reasonably assured. Management Fee Revenue and Other. The Company recognizes management fee revenues as services are provided. Further, the Company recognizes income from lease inducements receivables and interest income from loans and investments, using the effective interest method when collectibility is reasonably assured. We apply the effective interest method on a loan-by-loan basis. Allowances. The Company assesses the collectibility of our rent receivables, including straight-line rent receivables and working capital loans to tenants. The Company bases its assessment of the collectibility of rent receivables and working capital loans to tenants on several factors, including, payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, and current economic conditions. If the Company's evaluation of these factors indicates it is probable that the Company will be unable to receive the rent payments or payments on a working capital loan, the Company provides a reserve against the recognized straight-line rent receivable asset or working capital loan for the portion that we estimate may not be recovered. If the Company changes its assumptions or estimates regarding the collectibility of future rent payments required by a lease or required from a working capital loan to a tenant, the Company may adjust its reserve to increase or reduce the rental revenue or interest revenue from working capital loans to tenants recognized in the period the Company makes such change in its assumptions or estimates. As of March 31, 2017 and December 31, 2016 , the Company allowed for approximately $6.7 million and $7.5 million , respectively, of gross patient care related receivables arising from our legacy operations. Allowance for patient care receivables are estimated based on an aged bucket method as well as additional analyses of remaining balances incorporating different payor types. Any changes in patient care receivable allowances are recognized as a component of discontinued operations. All patient care receivables exceeding 365 days are fully allowed at March 31, 2017 and December 31, 2016 . | Triple-Net Leased Properties. The Company's triple-net leases provide for periodic and determinable increases in rent. The Company recognizes rental revenues under these leases on a straight-line basis over the applicable lease term when collectibility is reasonably assured. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in other assets on our consolidated balance sheets. Management Fee Revenue and Other. The Company recognizes management fee revenues as services are provided. Further, the Company recognizes interest income from lease inducements receivables and loans made to tenants. Allowances. The Company assesses the collectibility of our rent receivables, including straight-line rent receivables. The Company bases its assessment of the collectibility of rent receivables on several factors, including, payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, and current economic conditions. If the Company's evaluation of these factors indicates it is probable that the Company will be unable to receive the rent payments, the Company provides a reserve against the recognized straight-line rent receivable asset for the portion that we estimate may not be recovered. If the Company changes its assumptions or estimates regarding the collectibility of future rent payments required by a lease, the Company may adjust its reserve to increase or reduce the rental revenue recognized in the period the Company makes such change in its assumptions or estimates. At December 31, 2016 , the Company allowed for approximately $7.5 million on approximately $8.4 million of gross patient care related receivables primarily from our operations before completion of our Transition. Allowance for patient care receivables are estimated based on an aged bucket method as well as additional analyses of remaining balances incorporating different payor types. All patient care receivables exceeding 365 days are fully allowed at December 31, 2016 . The increase in the reserves for patient care is primarily included in discontinued operations. |
Concentrations of Credit Risk and Market Concentration Risk | Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, restricted investments, accounts receivable and straight-line rent receivables. Cash and cash equivalents, restricted cash and restricted investments are held with various financial institutions. From time to time, these balances exceed the federally insured limits. These balances are maintained with high quality financial institutions which management believes limits the risk. Accounts receivable are recorded at net realizable value. The Company performs ongoing evaluations of its tenants and significant third-party payors with which they contract, and generally does not require collateral. The Company maintains an allowance for doubtful accounts which management believes is sufficient to cover potential losses. Delinquent accounts receivable are charged against the allowance for doubtful accounts once collection has been determined to be unlikely. Accounts receivable are considered past due and placed on delinquent status based upon contractual terms as well as how frequently payments are received, on an individual account basis. | |
Property and Equipment | Property and equipment are stated at cost. Expenditures for major improvements are capitalized. Depreciation commences when the assets are placed in service. Maintenance and repairs which do not improve or extend the life of the respective assets are charged to expense as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is recorded. Depreciation is recorded on a straight-line basis over the estimated useful lives of the respective assets. Property and equipment also includes bed license intangibles for states other than Ohio (where the building and bed license are deemed complimentary assets) and are amortized over the life of the building. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. | |
Leases and Leasehold Improvements | The Company leases certain facilities and equipment in the normal course of business. At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating lease or capital lease. As of December 31, 2016 , all of the Company's leased facilities are accounted for as operating leases. For operating leases that contain scheduled rent increases, the Company records rent expense on a straight-line basis over the term of the lease. The lease term is also used to provide the basis for establishing depreciable lives for leasehold improvements. | |
Intangible Assets and Goodwill | Intangible assets consist of finite lived and indefinite lived intangibles. The Company's finite lived intangibles include lease rights and certain certificate of need ("CON") and bed licenses that are not separable from the associated buildings. Finite lived intangibles are amortized over their estimated useful lives. For the Company's lease related intangibles, the estimated useful life is based on the terms of the underlying facility leases averaging approximately ten years. For the Company's CON/bed licenses that are not separable from the buildings, the estimated useful life is based on the building life when acquired with an average estimated useful life of approximately 32 years. The Company evaluates the recoverability of the finite lived intangibles whenever an impairment indicator is present. The Company's indefinite lived intangibles consist primarily of values assigned to CON/bed licenses that are separable from the buildings. The Company does not amortize goodwill or indefinite lived intangibles. On an annual basis, the Company evaluates the recoverability of the indefinite lived intangibles and goodwill by performing an impairment test. The Company performs its annual test for impairment during the fourth quarter of each year. For the year ended December 31, 2016 the test results indicated no impairment necessary. | |
Deferred Financing Costs | The Company records deferred financing costs associated with debt obligations as direct reduction from the carrying amount of the debt liability. Costs are amortized over the term of the related debt using the straight-line method and are reflected as interest expense. The straight-line method yields results substantially similar to those that would be produced under the effective interest rate method. | |
Income Taxes and Uncertain Tax Positions | Deferred tax assets or liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that included the enactment date. Deferred tax assets are also recognized for the future tax benefits from net operating loss and other carry forwards. Valuation allowances are recorded for deferred tax assets when the recoverability of such assets is not deemed more likely than not. Judgment is required in evaluating uncertain tax positions. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is measured to determine the amount of benefit to recognize in the financial statements. The Company classifies unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as non-current liabilities in the consolidated balance sheets. The Company is subject to income taxes in the U.S. and numerous state and local jurisdictions. In general, the Company's tax returns filed for the 2013 through 2016 tax years are still subject to potential examination by taxing authorities. In early 2014, the Internal Revenue Service ("IRS") initiated an examination of the Company's income tax return for the 2011 income tax year. On May 7, 2014, the IRS completed and closed the examination and no changes were required to the Company's 2011 income tax return. In October 2014, the Georgia Department of Revenue ("GDOR") initiated an examination of the Company's Georgia income tax returns and net worth returns for the 2010, 2011, 2012, and 2013 income tax years, which was closed during 2016, with no adjustments required to the filed tax returns. The Company is not currently under examination by any other major income tax jurisdiction. The Company is not currently under examination by any other major income tax jurisdiction. | |
Stock Based Compensation | The Company follows the provisions of ASC topic 718 “ Compensation - Stock Compensation ”, which requires the use of the fair-value based method to determine compensation for all arrangements under which employees, non-employees, and others receive shares of stock or equity instruments (options, warrants or restricted shares). All awards are amortized on a straight-line basis over their vesting terms. | |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments Accounting guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The categorization of a measurement within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: Level 1— Quoted market prices in active markets for identical assets or liabilities Level 2— Other observable market-based inputs or unobservable inputs that are corroborated by market data Level 3— Significant unobservable inputs The respective carrying value of certain financial instruments of the Company approximates their fair value. These instruments include cash and cash equivalents, restricted cash and investments, accounts receivable, notes receivable, and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values, they are receivable or payable on demand, or the interest rates earned and/or paid approximate current market rates. | Accounting guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The categorization of a measurement within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: Level 1— Quoted market prices in active markets for identical assets or liabilities Level 2— Other observable market-based inputs or unobservable inputs that are corroborated by market data Level 3— Significant unobservable inputs The respective carrying value of certain financial instruments of the Company approximates their fair value. These instruments include cash and cash equivalents, restricted cash and investments, accounts receivable, notes receivable, and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values, they are receivable or payable on demand, or the interest rates earned and/or paid approximate current market rates. |
Self-Insurance | The Company was self-insured for employee medical claims (in all states except for Oklahoma, where the Company participates in the Oklahoma state subsidy program) and had a large deductible workers' compensation plan (in all states except for Ohio, where workers' compensation is covered under a premium-only policy provided by the Ohio Bureau of Workers' Compensation). Additionally, the Company maintains insurance programs, including general and professional liability, property, casualty, directors' and officers' liability, crime, automobile and employment practices liability. In July 2014, the Board approved and commenced the Transition. In 2015, the insurance programs described above changed in order to address the different needs of the Company as a result of the Transition. The Company's workers compensation plan transitioned from a high deductible to a guaranteed cost program in February 2015. As of December 31, 2016 , claims incurred but not reported or unsettled claims for the legacy self-insured employee medical plan and the large deductible workers' compensation plan are recognized as a liability in the consolidated financial statements. Professional liability insurance was provided to facilities operations up until the date of transfer. Claims which were associated with prior operations of the Company but not reported as of the transition date were self-insured. The Company has self-insured against professional and general liability claims since it discontinued its healthcare operations in connection with the Transition. The Company evaluates quarterly the adequacy of its self-insurance reserve based on a number of factors, including: (i) the number of actions pending and the relief sought; (ii) analyses provided by defense counsel, medical experts or other information which comes to light during discovery; (iii) the legal fees and other expenses anticipated to be incurred in defending the actions; (v) the status and likely success of any mediation or settlement discussions; and (vi) the venues in which the actions have been filed or will be adjudicated. The Company currently believes that most of the professional and general liability actions, and particularly many of the most recently filed actions, are defensible and intends to defend them through final judgment. Accordingly, the self-insurance reserve primarily reflects the Company's estimated legal costs of litigating the pending actions accordingly. Because the self-insurance reserve is based on estimates, the amount of the self-insurance reserve may not be sufficient to cover the legal costs actually incurred in litigating the pending actions. Since these reserves are based on estimates the actual expenses we incur may differ from the amount reserved. See Note 8 - Accrued Expenses . | |
Recently Issued Accounting Pronouncements | Recent Accounting Pronouncements Except for rules and interpretive releases of the SEC under authority of federal securities laws, the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. The Company has reviewed the FASB accounting pronouncements and Accounting Standards Update ("ASU") interpretations that have effectiveness dates during the periods reported and in future periods. In May 2014, the FASB issued ASU 2014-09 , which requires revenue to be recognized in an amount that reflects the consideration expected to be received in exchange for those goods and services. This new standard requires the disclosure of sufficient quantitative and qualitative information for financial statement users to understand the nature, amount, timing and uncertainty of revenue and associated cash flows arising from contracts with customers. The new guidance does not affect the recognition of revenue from leases. In August 2015, the FASB delayed the effective date of ASU 2014-09 by one year and subsequently amended the new revenue standard under ASU 2016-10 and ASU 2016-12 in April and May 2016, respectively. ASU 2016-10 provides additional guidance for identifying performance obligations and licenses of intellectual property, and ASU 2016-12 clarifies guidance regarding collectibility, noncash considerations and completed contracts at transition. These new revenue standards are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Early application is permitted under the original effective date of fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company is currently evaluating the impact on the Company’s financial position, results of operations and related disclosures. In January 2016, the FASB issued ASU 2016-01, which provides revised accounting guidance related to the accounting for and reporting of financial instruments. This guidance significantly revises an entity’s accounting related to (i) the classification and measurement of investments in equity securities and (ii) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. The ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017; earlier adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, as a comprehensive new leases standard that amends various aspects of existing guidance for leases and requires additional disclosures about leasing arrangements. It will require companies to recognize lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance, ASC 840, Leases . ASU 2016-02 creates a new Topic, ASC 842, Leases . This new Topic retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The ASU is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years; earlier adoption is permitted. In the financial statements in which the ASU is first applied, leases shall be measured and recognized at the beginning of the earliest comparative period presented with an adjustment to equity. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial condition, results of operations and cash flows. In March 2016, the FASB issued ASU 2016-09, with the intention to simplify aspects of the accounting for share-based payment transactions, including income tax impacts, classification on the statement of cash flows, and forfeitures. The ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2016. The various amendments within the standard require different approaches to adoption, on a retrospective, modified retrospective or prospective basis. The Company adopted the various amendments in its consolidated financial statements for the three month period ending March 31, 2017 with an effective date of January 1, 2017. The Company has elected to continue to estimate forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period. The adoption of ASU 2016-09 did not have a material effect on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 , which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. We are currently evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements. In November 2016, the FASB issued ASU 2016-18 , which requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash. Therefore, amounts generally described as restricted cash will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted using a retrospective transition method to each period presented. We are currently evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, which simplifies the required periodic test for goodwill impairment and modifies the concept of impairment of goodwill under previous guidance, ASC 350, Intangibles - Goodwill and Other . Under the updated guidance, a goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, up to the total amount of goodwill allocated to that reporting unit. This simplification eliminates previous requirements to determine the implied fair value of goodwill and record a loss on impairment equal to the carrying value of goodwill less the implied fair value. Further, the ASU modifies the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. ASU 2017-04 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted on a prospective basis for annual and interim periods beginning after January 1, 2017. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations or cash flows. | Except for rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws, FASB ASC is the sole source of authoritative GAAP literature applicable to the Company. The Company has reviewed the FASB accounting pronouncements and ASU interpretations that have effectiveness dates during the periods reported and in future periods. In April 2014, the FASB issued ASU 2014-08 , which amends the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This ASU should be applied prospectively and is effective for the Company for the 2015 annual and interim reporting periods. Early adoption is permitted for disposals that have not been reported in financial statements previously issued. The Company adopted this ASU as of January 1, 2015. In May 2014, the FASB issued ASU 2014-09, guidance which requires revenue to be recognized in an amount that reflects the consideration expected to be received in exchange for goods and services. The new standard requires the disclosure of sufficient quantitative and qualitative information for financial statement users to understand the nature, amount, timing and uncertainty of revenue and associated cash flows arising from contracts with customers. The new guidance does not affect the recognition of revenue from leases. In August 2015, the FASB delayed the effective date of the new revenue standard by one year. As a result, this new revenue standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Early application is permitted under the original effective date of fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company is currently evaluating the impact on the Company's financial position and results of operations and related disclosures. In August 2014, the FASB issued ASU 2014-15 , which provides guidance regarding an entity’s ability to continue as a going concern, which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Before this new standard, there was minimal guidance in GAAP specific to going concern. Under the new standard, disclosures are required when conditions give rise to substantial doubt about a company’s ability to continue as a going concern within one year from the financial statement issuance date. The guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with early adoption permitted. The Company has not yet determined the impact, if any, that the adoption of this new standard will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03 , which requires debt issuance costs to be presented as a direct reduction from the carrying amount of the debt liability, consistent with the presentation of debt discounts. The amortization of debt issuance costs will be reported as interest expense. The new standard is to be applied on a retrospective basis and reported as a change in an accounting principle. In August 2015, the FASB released clarifying guidance for debt issuance costs related to line-of-credit arrangements, which permits debt issuance costs to be presented as an asset, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Debt issuance costs associated with a line of credit can be amortized ratably over the term of the line-of-credit arrangement. This standard is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted for financial statements that have not been previously issued. The Company has concluded that changes in its accounting required by this new guidance will not materially impact the Company's financial position or results of operations and related disclosures.. In September 2015, the FASB issued ASU 2015-16 , which requires that an acquirer in a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Under this guidance the acquirer recognizes, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. New disclosures are required to present separately on the face of the income statement or disclose in the notes the portion of the amount recognized in current-period earnings by line item that would have been recognized in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. At adoption, the new guidance is to be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The Company is currently evaluating changes in its accounting required by this new standard and the impact to the Company's financial position and related disclosures. In November 2015, the FASB issued ASU 2015 - 17, under the simplification and productivity initiative for presentation of deferred income tax liabilities and assets. This guidance simplifies the presentation of deferred income taxes such that deferred tax liabilities and assets are to be classified as noncurrent in a classified balance sheet. The update does not amend the current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted as of the beginning of an interim or annual reporting period and may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company has elected to early adopt, prospectively, the new guidance as of the balance sheet date. At December 31, 2015, the adoption resulted in a reclassification from current to noncurrent deferred tax assets of $6.2 million before consideration of the related valuation allowance, with the net amount presented as noncurrent deferred tax liability. The Company did not have any reclassifications of the deferred tax liability amounts. Prior periods are not retrospectively adjusted under the prospective adoption. In January 2016, the FASB issued ASU 2016-01, which provides revised accounting guidance related to the accounting for and reporting of financial instruments. This guidance significantly revises an entity’s accounting related to (i) the classification and measurement of investments in equity securities and (ii) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. The ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017; earlier adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial condition, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, as a comprehensive new leases standard that amends various aspects of existing guidance for leases and requires additional disclosures about leasing arrangements. It will require companies to recognize lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance, ASC 840, Leases . ASU 2016-02 creates a new Topic, ASC 842, Leases . This new topic retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The ASU is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years; earlier adoption is permitted. In the financial statements in which the ASU is first applied, leases shall be measured and recognized at the beginning of the earliest comparative period presented with an adjustment to equity. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial condition, results of operations and cash flows. In March 2016, the FASB issued ASU 2016-09 , which amends the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2016, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 , which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. We are currently evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15 , which eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The retrospective transition method, requiring adjustment to all comparative periods presented, is required unless it is impracticable for some of the amendments, in which case those amendments would be applied prospectively as of the earliest date practicable. ASU 2016-15 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted. We do not expect the adoption of ASU 2016-15 to have a material impact on our Consolidated Statements of Cash Flows. In November 2016, the FASB issued ASU 2016-18 , which requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash. Therefore, amounts generally described as restricted cash will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted using a retrospective transition method to each period presented. We are currently evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted | The following tables provide a reconciliation of net loss for continuing and discontinued operations and the number of shares of common stock used in the computation of both basic and diluted earnings per share: Three Months Ended March 31, (Amounts in 000’s, except per share data) 2017 2016 Numerator: Loss from continuing operations $ (539 ) $ (1,422 ) Preferred stock dividends (1,878 ) (1,777 ) Basic and diluted loss from continuing operations (2,417 ) (3,199 ) Loss from discontinued operations, net of tax (413 ) (528 ) Net loss attributable to AdCare Health Systems, Inc. common stockholders $ (2,830 ) $ (3,727 ) Denominator: Basic - weighted average shares 19,825 19,885 Diluted - adjusted weighted average shares (a) 19,825 19,885 Basic and diluted loss per share: Loss from continuing operations attributable to AdCare $ (0.12 ) $ (0.16 ) Loss from discontinued operations (0.02 ) (0.03 ) Loss attributable to AdCare Health Systems, Inc. common stockholders $ (0.14 ) $ (0.19 ) (a) Securities outstanding that were excluded from the computation, prior to the use of the treasury stock method, because they would have been anti-dilutive are as follows: March 31, (Share amounts in 000’s) 2017 2016 Stock options 333 373 Warrants - employee 1,450 1,559 Warrants - non employee 437 492 Shares issuable upon conversion of convertible debt 588 2,165 Total anti-dilutive securities 2,808 4,589 | The following table provides a reconciliation of net loss for continuing and discontinued operations and the number of shares used in the computation of both basic and diluted earnings per share: Year Ended December 31, 2016 2015 (Amounts in 000's, except per share data) Income (loss) Shares (1) Per Loss Shares (1) Per Continuing Operations: Income (loss) from continuing operations $ 5,966 $ (17,811 ) Preferred stock dividends (7,335 ) (5,208 ) Basic loss from continuing operations $ (1,369 ) 19,892 $ (0.07 ) $ (23,019 ) 19,680 $ (1.17 ) Diluted loss from continuing operations $ (1,369 ) 19,892 $ (0.07 ) $ (23,019 ) 19,680 $ (1.17 ) Discontinued Operations: Loss from discontinued operations $ (13,428 ) $ (4,892 ) Net loss attributable to noncontrolling interests — 815 Basic Loss from discontinued operations attributable to the Company $ (13,428 ) 19,892 $ (0.67 ) $ (5,707 ) 19,680 $ (0.29 ) Diluted Loss from discontinued operations attributable to the Company $ (13,428 ) 19,892 $ (0.67 ) $ (5,707 ) 19,680 $ (0.29 ) Net Loss Attributable to AdCare: Basic loss $ (14,797 ) 19,892 $ (0.74 ) $ (28,726 ) 19,680 $ (1.46 ) Diluted loss $ (14,797 ) 19,892 $ (0.74 ) $ (28,726 ) 19,680 $ (1.46 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Securities outstanding that were excluded from the computation, prior to the use of the treasury stock method, because they would have been anti-dilutive are as follows: March 31, (Share amounts in 000’s) 2017 2016 Stock options 333 373 Warrants - employee 1,450 1,559 Warrants - non employee 437 492 Shares issuable upon conversion of convertible debt 588 2,165 Total anti-dilutive securities 2,808 4,589 | Securities outstanding that were excluded from the computation, prior to the use of the treasury stock method, because they would have been anti-dilutive are as follows: December 31, (Amounts in 000’s) 2016 2015 Stock options 355 267 Common stock warrants - employee 1,450 1,559 Common stock warrants - nonemployee 437 492 Shares issuable upon conversion of convertible debt 2,165 2,165 Total shares 4,407 4,483 |
RESTRICTED CASH AND INVESTMEN29
RESTRICTED CASH AND INVESTMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Restricted Cash and Investments [Abstract] | ||
Schedule of restricted cash, escrow deposits and investments | The following presents the Company's various restricted cash, escrow deposits and investments: (Amounts in 000’s) March 31, 2017 December 31, 2016 Cash collateral $ 283 $ 260 Replacement reserves 822 811 Escrow deposits 555 529 Total current portion 1,660 1,600 Restricted investments for other debt obligations and certificates of deposit 467 2,274 HUD and other replacement reserves 1,688 1,590 Total noncurrent portion 2,155 3,864 Total restricted cash and investments $ 3,815 $ 5,464 | The following presents the Company's various restricted cash, escrow deposits and investments: December 31, Amounts in (000's) 2016 2015 Cash collateral and certificates of deposit $ 260 $ 7,687 Replacement reserves 811 950 Escrow deposits 529 532 Total current portion 1,600 9,169 Restricted investments for debt obligations 2,274 2,264 HUD and other replacement reserves 1,590 1,294 Total noncurrent portion 3,864 3,558 Total restricted cash and investments $ 5,464 $ 12,727 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment | The following table sets forth the Company’s property and equipment: (Amounts in 000’s) Estimated Useful March 31, 2017 December 31, 2016 Buildings and improvements 5-40 $ 84,740 $ 84,108 Equipment and computer related 2-10 10,445 12,286 Land — 3,988 3,988 Construction in process — 36 602 99,209 100,984 Less: accumulated depreciation and amortization (20,683 ) (21,816 ) Property and equipment, net $ 78,526 $ 79,168 | The following table sets forth the Company’s property and equipment excluding $1.2 million classified as assets held for sale at December 31, 2015: December 31, (Amounts in 000's) Estimated Useful Lives (Years) 2016 2015 Buildings and improvements 5 - 40 $ 84,108 $ 128,912 Equipment and computer related 2 - 10 12,286 16,469 Land — 3,988 7,128 Construction in process — 602 390 100,984 152,899 Less: accumulated depreciation and amortization (21,816 ) (26,223 ) Property and equipment, net $ 79,168 $ 126,676 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible assets | Intangible assets consist of the following: (Amounts in 000’s) CON (included in property and equipment) Bed Licenses - Separable Lease Rights Total Balances, December 31, 2016 Gross $ 22,811 $ 2,471 $ 6,881 $ 32,163 Accumulated amortization (3,483 ) — (4,127 ) (7,610 ) Net carrying amount $ 19,328 $ 2,471 $ 2,754 $ 24,553 Amortization expense (171 ) — (167 ) (338 ) Balances, March 31, 2017 Gross 22,811 2,471 6,881 32,163 Accumulated amortization (3,654 ) — (4,294 ) (7,948 ) Net carrying amount $ 19,157 $ 2,471 $ 2,587 $ 24,215 | Intangible assets consist of the following: (Amounts in 000's) Bed Licenses Bed Licenses— Lease Total Balances, January 1, 2015 Gross $ 35,690 $ 2,471 $ 7,406 $ 45,567 Accumulated amortization (3,587 ) — (3,319 ) (6,906 ) Net carrying amount $ 32,103 $ 2,471 $ 4,087 $ 38,661 Dispositions Gross — — (525 ) (525 ) Accumulated amortization — — 525 525 Amortization expense (1,173 ) — (667 ) (1,840 ) Reclass to held for sale Gross — — — — Accumulated amortization — — — — Balances, December 31, 2015 Gross 35,690 2,471 6,881 45,042 Accumulated amortization (4,760 ) — (3,461 ) (8,221 ) Net carrying amount 30,930 2,471 3,420 36,821 Dispositions Gross (12,879 ) — — (12,879 ) Accumulated amortization 2,123 — — 2,123 Amortization expense (846 ) — (666 ) (1,512 ) Balances, December 31, 2016 Gross $ 22,811 $ 2,471 $ 6,881 $ 32,163 Accumulated amortization (3,483 ) — (4,127 ) (7,610 ) Net carrying amount $ 19,328 $ 2,471 $ 2,754 $ 24,553 |
Schedule of estimated amortization expense for all definite lived intangibles | Expected amortization expense for all definite-lived intangibles for each of the years ended December 31 is as follows: (Amounts in 000’s) Bed Licenses Lease Rights 2017 (a) $ 512 $ 500 2018 683 667 2019 683 667 2020 683 482 2021 683 203 Thereafter 15,913 68 Total expected amortization expense $ 19,157 $ 2,587 (a) Estimated amortization expense for the year ending December 31, 2017 , includes only amortization to be recorded after March 31, 2017 . | Estimated amortization expense for all finite-lived intangibles for each of the future years ending December 31 is as follows: Amounts in (000's) Bed Licenses Lease Rights 2017 $ 683 $ 667 2018 683 667 2019 683 667 2020 683 482 2021 683 203 Thereafter 15,913 68 Total $ 19,328 $ 2,754 |
Summary of the changes in the carrying amount of goodwill | The following table summarizes the carrying amount of goodwill: (Amounts in 000’s) March 31, 2017 December 31, 2016 Goodwill $ 2,945 $ 2,945 Accumulated impairment losses (840 ) (840 ) Net carrying amount $ 2,105 $ 2,105 | The following table summarizes the changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 . (Amounts in 000's) Balances, January 1, 2015 Goodwill $ 5,023 Accumulated impairment losses (799 ) Total $ 4,224 Impairment losses (41 ) Net change during year (41 ) Balances, December 31, 2015 Goodwill $ 5,023 Accumulated impairment losses (840 ) Total $ 4,183 Disposals (2,078 ) Net change during year (2,078 ) Balances, December 31, 2016 Goodwill $ 2,945 Accumulated impairment losses (840 ) Total $ 2,105 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Leases [Abstract] | ||
Schedule of future minimum lease payments | Future minimum lease payments for each of the next five years ending December 31, are as follows: (Amounts in 2017 (a) $ 6,167 2018 8,331 2019 8,492 2020 8,671 2021 8,830 Thereafter 46,456 Total $ 86,947 (a) Estimated minimum lease payments for the year ending December 31, 2017 include only payments to be recorded after March 31, 2017 . | Future minimum lease payments for each of the next five years ending December 31 are as follows: (Amounts in 2017 $ 8,126 2018 8,308 2019 8,492 2020 8,671 2021 8,830 Thereafter 46,456 Total $ 88,883 |
Schedule of Future Minimum Payment Receivable for Operating Lease | Future minimum lease receivables from the Company’s facilities leased and subleased to third party tenants for each of the next five years ending December 31 are as follows: (Amounts in 2017 (a) $ 15,731 2018 21,825 2019 22,298 2020 22,825 2021 23,402 Thereafter 132,193 Total $ 238,274 (a) Estimated minimum lease receivables for the year ending December 31, 2017 , include only payments to be received after March 31, 2017 . | Future minimum lease receivables for each of the next five years ending December 31 are as follows: (Amounts in (a) 2017 $ 20,744 2018 21,824 2019 22,299 2020 22,825 2021 23,402 Thereafter 132,193 Total $ 243,287 (a) R ecertification of the Jeffersonville and Oceanside Facilities occurred on December 20, 2016 and February 7, 2017, respectively. The following is a summary of the Company's leases to third-parties and which comprise the future minimum lease receivables of the Company. The terms of each lease are structured as "triple-net" leases. Each lease contains specific rent escalation amounts ranging from 2.0% to 3.0% annually. Further, each lease has one or more renewal options. For those facilities where the Company subleases, the renewal option in the sublease agreement is dependent on the Company's renewal of its lease agreement. Initial Lease Term Commencement Expiration Initial Facility Name Operator Affiliation (1) Date Date Annual Rent (Thousands) Owned Eaglewood ALF Beacon Health Management 8/1/2015 7/31/2025 $ 720 Eaglewood Care Center Beacon Health Management 8/1/2015 7/31/2025 720 H&C of Greenfield Beacon Health Management 8/1/2015 7/31/2025 360 Southland Healthcare Beacon Health Management 11/1/2014 10/31/2024 900 The Pavilion Care Center Beacon Health Management 8/1/2015 7/31/2025 360 Attalla Health Care C.R. Management 12/1/2014 8/31/2030 1,080 Autumn Breeze C.R. Management 9/30/2015 9/30/2025 840 College Park C.R. Management 4/1/2015 3/31/2025 600 Coosa Valley Health Care C.R. Management 12/1/2014 8/31/2030 900 Glenvue H&R C.R. Management 7/1/2015 6/30/2025 1,140 NW Nursing Center Southwest LTC 12/31/2015 11/30/2025 300 Quail Creek Southwest LTC 12/31/2015 11/30/2025 660 Georgetown Health Symmetry Healthcare 4/1/2015 3/31/2030 288 Mountain Trace Rehab Symmetry Healthcare 6/1/2015 5/31/2030 648 Sumter Valley Nursing Symmetry Healthcare 4/1/2015 3/31/2030 770 Subtotal Owned Facilities (15) $ 10,286 Leased Covington Care Beacon Health Management 8/1/2015 4/30/2025 $ 780 Lumber City Beacon Health Management 11/1/2014 8/31/2027 840 LaGrange C.R. Management 4/1/2015 8/31/2027 960 Thomasville N&R C.R. Management 7/1/2014 8/31/2027 324 Jeffersonville Peach Health 6/18/2016 8/31/2027 636 Oceanside Peach Health 7/13/2016 8/31/2027 432 Savannah Beach Peach Health 7/13/2016 8/31/2027 252 Bonterra Wellington Health Services 9/1/2015 8/31/2025 1,020 Parkview Manor/Legacy Wellington Health Services 9/1/2015 8/31/2025 1,020 Powder Springs Wellington Health Services 4/1/2015 8/31/2027 2,100 Tara Wellington Health Services 4/1/2015 8/31/2027 1,800 Subtotal Leased Facilities (11) $ 10,164 Total (26) $ 20,450 (1) Represents the number of facilities which are leased or subleased to separate tenants, which tenants are affiliates of the entity named in the table above. |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Payables and Accruals [Abstract] | ||
Schedule of accrued expenses | Accrued expenses and other consist of the following: (Amounts in 000’s) March 31, 2017 December 31, 2016 Accrued employee benefits and payroll related $ 468 $ 442 Real estate and other taxes 548 557 Self-insured reserve (1) 6,048 6,924 Accrued interest 263 251 Other accrued expenses 673 903 Total accrued expenses and other $ 8,000 $ 9,077 (1) The Company self-insures against professional and general liability cases and uses a third party administrator and outside counsel to manage and defend the claims. The decrease in the reserve at March 31, 2017 , reflects the legal and associated settlement amounts relieved from the accrual to be paid, see Note 15 - Commitments and Contingencies . | Accrued expenses consist of the following: December 31, Amounts in (000's) 2016 2015 Accrued employee benefits and payroll related $ 442 $ 1,332 Real estate and other taxes 557 411 Self-insured reserve (1) 6,924 221 Accrued interest 251 484 Other accrued expenses 903 677 Total $ 9,077 $ 3,125 (1) The Company self-insures against professional and general liability cases and uses a third party administrator and outside counsel to manage and defend the claims (see Note 15 - Commitments and Contingencies ). |
NOTES PAYABLE AND OTHER DEBT (T
NOTES PAYABLE AND OTHER DEBT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Schedule of notes payable and other debt | Notes payable and other debt consists of the following: (Amounts in 000’s) March 31, 2017 December 31, 2016 Senior debt—guaranteed by HUD $ 34,286 $ 34,473 Senior debt—guaranteed by USDA (a) 20,831 22,518 Senior debt—guaranteed by SBA (b) 2,293 2,319 Senior debt—bonds 7,145 7,145 Senior debt—other mortgage indebtedness 5,586 5,639 Other debt 1,479 1,063 Convertible debt 2,500 9,200 Subtotal 74,120 82,357 Deferred financing costs, net (2,099 ) (2,196 ) Unamortized discount on bonds (188 ) (191 ) Total debt 71,833 79,970 Less: current portion of debt 6,868 13,154 Notes payable and other debt, net of current portion $ 64,965 $ 66,816 (a) U.S. Department of Agriculture (“USDA”) (b) U.S. Small Business Administration (“SBA”) The following is a detailed listing of the debt facilities that comprise each of the above categories: (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) March 31, 2017 December 31, 2016 Senior debt - guaranteed by HUD The Pavilion Care Center Red Mortgage 12/01/2027 Fixed 4.16% $ 1,408 $ 1,434 Hearth and Care of Greenfield Red Mortgage 08/01/2038 Fixed 4.20% 2,175 2,191 Woodland Manor Midland State Bank 10/01/2044 Fixed 3.75% 5,419 5,447 Glenvue Midland State Bank 10/01/2044 Fixed 3.75% 8,414 8,457 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65% 7,315 7,352 Georgetown Midland State Bank 10/01/2046 Fixed 2.98% 3,704 3,723 Sumter Valley KeyBank 01/01/2047 Fixed 3.70% 5,851 5,869 Total $ 34,286 $ 34,473 Senior debt - guaranteed by USDA (b) Attalla Metro City 06/30/2032 Prime + 1.50% 5.50% $ 6,335 $ 7,189 Coosa Metro City 06/30/2032 Prime + 1.50% 5.50% 5,712 6,483 Mountain Trace Community B&T 01/24/2036 Prime + 1.75% 5.75% 4,353 4,384 Southland Bank of Atlanta 07/27/2036 Prime + 1.50% 6.00% 4,431 4,462 Total $ 20,831 $ 22,518 Senior debt - guaranteed by SBA College Park CDC 10/01/2031 Fixed 2.81% $ 1,589 $ 1,611 Southland Bank of Atlanta 07/27/2036 Prime + 2.25% 5.75% 704 708 Total $ 2,293 $ 2,319 (a) Represents cash interest rates as of March 31, 2017 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.08% to 0.53% per annum. (b) For the four skilled nursing facilities, the Company has term loans insured 70% to 80% by the USDA with financial institutions. The loans have an annual renewal fee for the USDA guarantee of 0.25% of the guaranteed portion. The loans have prepayment penalties of 4% to 6% through 2016, which decline 1% each year capped at 1% for the remainder of the term. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) March 31, 2017 December 31, 2016 Senior debt - bonds Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65% $ 6,610 $ 6,610 Eaglewood Bonds Series B City of Springfield, Ohio 05/01/2021 Fixed 8.50% 535 535 Total $ 7,145 $ 7,145 (a) Represents cash interest rates as of March 31, 2017 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing of approximately 0.26% per annum. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) March 31, 2017 December 31, 2016 Senior debt - other mortgage indebtedness Quail Creek (b) Congressional Bank 09/30/2017 LIBOR + 4.75% 5.75% 4,402 4,432 Northwest First Commercial 12/31/2017 Prime 5.00% 1,184 1,207 Total $ 5,586 $ 5,639 (a) Represents cash interest rates as of March 31, 2017 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.00% to 0.86% per annum. (b) On September 19, 2016, the Company obtained an option to extend the maturity date of the Quail Creek Credit Facility from September 2017 to September 2018, which management intends to exercise. (Amounts in 000’s) Lender Maturity Interest Rate March 31, 2017 December 31, 2016 Other debt First Insurance Funding 02/28/2018 Fixed 3.99% $ 193 $ 20 Key Bank 10/17/2017 Fixed 0.00% 495 496 Pharmacy Care of Arkansas 02/08/2018 Fixed 2.00% 422 547 South Carolina Department of Health & Human Services (a) 02/24/2019 Fixed 5.75% 369 — Total $ 1,479 $ 1,063 (a) On February 21, 2017, the South Carolina Department of Health and Human Services (“SCHHS”) issued fiscal year 2013 Medicaid audit reports for two facilities operated by the Company during 2013. In the fiscal year 2013 Medicaid audit reports, it was determined the Company owes an aggregate $0.4 million related to patient-care related payments made by the SCHHS during 2013. Repayment of the $0.4 million began on March 24, 2017 in the form of a two-year note bearing interest of 5.75% per annum. (Amounts in 000’s) Facility Maturity Interest Rate (a) March 31, 2017 December 31, 2016 Convertible debt Issued July 2012 10/31/2017 Fixed 10.00% $ 1,500 $ 1,500 Issued March 2015 (b) (c) 04/30/2017 Fixed 10.00% 1,000 7,700 Total $ 2,500 $ 9,200 (a) Represents cash interest rates as of March 31, 2017 . The rates exclude amortization of deferred financing costs which range from 0.25% to 1.92% per annum. (b) On December 8, 2016, the Company announced the Tender Offer for any and all of the 2015 Notes at a cash purchase price equal to $1,000 per $1,000 principal amount of the 2015 Notes purchased, plus accrued and unpaid interest to, but not including, the payment date. The Tender Offer expired on January 9, 2017, and $6.7 million in aggregate principal amount of the 2015 Notes were tendered and paid on January 10, 2017. (c) On April 30, 2017, the remaining $1.0 million in aggregate principal amount of the 2015 Notes outstanding was repaid (see Note 17 - Subsequent Events ). | Notes payable and other debt consists of the following: December 31, Amounts in (000's) 2016 2015 Senior debt—guaranteed by HUD (a) 34,473 25,469 Senior debt—guaranteed by USDA (a) 22,518 26,463 Senior debt—guaranteed by SBA (a) 2,319 3,548 Senior debt—bonds 7,145 7,230 Senior debt—other mortgage indebtedness 5,639 51,128 Other debt 1,063 2,638 Convertible debt (c) 9,200 9,200 Sub Total 82,357 125,676 Deferred financing costs (2,196 ) (2,712 ) Unamortized discounts on bonds (191 ) (205 ) Total 79,970 122,759 Less current portion 13,154 50,960 Less: portion included in liabilities of disposal group held for sale (b) — 958 Notes payable and other debt, net of current portion $ 66,816 $ 70,841 (a) HUD, U.S. Department of Agriculture ("USDA"), U.S. Small Business Administration ("SBA"). (b) Includes no deferred financing costs at December 31, 2016 and December 31, 2015 respectively. (c) On December 8, 2016, the Company announced the Tender Offer for any and all of its $7.7 million convertible subordinated notes due April 30, 2017. On January 10, 2017, the Company accepted for payment $6.7 million pursuant to the Tender Offer, (see Note 19 - Subsequent events) . The following is a detailed listing of the debt facilities that comprise each of the above categories: (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2016 December 31, 2015 Senior debt - guaranteed by HUD The Pavilion Care Center Red Mortgage 12/01/2027 Fixed 4.16% $ 1,434 $ 1,534 Hearth and Care of Greenfield Red Mortgage 08/01/2038 Fixed 4.20% 2,191 2,251 Woodland Manor Midland State Bank 10/01/2044 Fixed 3.75% 5,447 5,556 Glenvue Midland State Bank 10/01/2044 Fixed 3.75% 8,457 8,628 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65% 7,352 7,500 Georgetown (c) Midland State Bank 01/10/2046 Fixed 2.98% 3,723 — Sumter Valley (d) Key Bank 01/01/2047 Fixed 3.70% 5,869 — Total $ 34,473 $ 25,469 Senior debt - guaranteed by USDA (e) Attalla Metro City 09/30/2035 Prime + 1.50% 5.50% $ 7,189 $ 7,400 Coosa Metro City 09/30/2035 Prime + 1.50% 5.50% 6,483 6,671 Mountain Trace Community B&T 01/24/2036 Prime + 1.75% 5.75% 4,384 4,507 Southland Bank of Atlanta 07/27/2036 Prime + 1.50% 6.00% 4,462 4,576 Homestead (b) Square 1 10/14/2036 Prime + 1.00% 5.75% — 3,309 Total $ 22,518 $ 26,463 Senior debt - guaranteed by SBA College Park CDC 10/01/2031 Fixed 2.81% $ 1,611 $ 1,697 Stone County (b) CDC 07/01/2032 Fixed 2.42% — 1,123 Southland Bank of Atlanta 07/27/2036 Prime + 2.25% 5.75% 708 728 Total $ 2,319 $ 3,548 (a) Represents cash interest rates as of December 31, 2016 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.08% to 1.92% per annum. (b) On October 6, 2016, the Company completed the sale of the Arkansas Facilities (see Note 11 - Discontinued Operations). (c) On September 29, 2016, the Company closed a HUD-guaranteed financing in the amount of $3.7 million , maturing in 2046 and bearing an interest rate of 2.98% (interest rate excludes annual mortgage insurance premiums), which refinanced approximately $3.1 million in debt previously owed to the PrivateBank with respect to the Georgetown Facility. (d) On December 14, 2016, the Company refinanced the Sumter Credit Facility with $5.9 million of new mortgage debt maturing in 2047 and bearing an interest rate of 3.70% (interest rate excludes annual mortgage insurance premiums). The HUD-guaranteed mortgage refinances $5.9 million of short term debt that bore an interest rate of 4.71% at September 30, 2016. (e) For the five skilled nursing facilities, the Company has term loans insured 70% to 80% by the USDA with financial institutions. The loans have an annual renewal fee for the USDA guarantee of 0.25% of the guaranteed portion. The loans have prepayment penalties of 4% to 6% through 2016, which decline 1% each year capped at 1% for the remainder of the term. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2016 December 31, 2015 Senior debt - bonds Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65% $ 6,610 $ 6,610 Eaglewood Bonds Series B City of Springfield, Ohio 05/01/2021 Fixed 8.50% 535 620 Total $ 7,145 $ 7,230 (a) Represents cash interest rates as of December 31, 2016 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.08% to 1.92% per annum. (Amounts in 000’s) December 31, December 31, Facility Lender Maturity Interest Rate (a) 2016 2015 Senior debt - other mortgage indebtedness Sumter Valley (c) PrivateBank 09/01/2016 LIBOR + 4.25% 4.71% $ — $ 5,123 Georgetown (g) PrivateBank 09/01/2016 LIBOR + 4.25% 4.71% — 4,026 Northridge (b) PrivateBank (d) 09/01/2016 LIBOR + 4.25% 5.50% — 4,230 Woodland Hills (b) PrivateBank (d) 09/01/2016 LIBOR + 4.25% 5.50% — 3,557 Abington/Cumberland (b) PrivateBank (d) 09/01/2016 LIBOR + 4.25% 5.50% — 4,029 Heritage Park (b) PrivateBank (d) 09/01/2016 LIBOR + 3.50% 6.00% — 3,370 River Valley (b) PrivateBank (d) 09/01/2016 LIBOR + 3.50% 6.00% — 3,989 Little Rock/West Markham (b), (f) PrivateBank (d) 12/31/2016 LIBOR + 4.00% 6.00% — 11,399 Quail Creek (e) Congressional Bank 09/30/2017 LIBOR + 4.75% 5.75% 4,432 5,000 Northwest First Commercial 12/31/2017 Prime 5.00% 1,207 1,285 Stone County (b) Metro City 06/08/2022 Prime + 2.25% 6.25% — 1,697 College Park (f) Bank of Las Vegas 05/01/2031 Prime + 2.00% 6.25% — 2,465 Hembree Rd. Building (h) Fidelity Bank 12/01/2017 Fixed 5.50% — 958 Total $ 5,639 $ 51,128 (a) Represents cash interest rates as of December 31, 2016 as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.08% to 1.92% per annum. (b) On October 6, 2016, the Company completed the sale of the Arkansas Facilities (see Note 11 - Discontinued Operations). (c) On March 24, 2016 , the Company obtained a lender commitment to extend the maturity date of the Sumter Credit Facility with PrivateBank from September 2016 to June 2017, subject to definitive documentation and certain closing conditions, which commitment expired on November 30, 2016. On June 13, 2016, the Company received a commitment to refinance the Sumter Credit Facility, subject to definitive documentation and certain closing conditions. On December 14, 2016, the Company refinanced existing mortgage debt with Key Bank on the Sumter Facility with $5.9 million of new mortgage debt maturing in 2047 and bearing an interest rate of 3.70% (interest rate excludes annual mortgage insurance premiums). The HUD-guaranteed mortgage refinances $5.9 million of short term debt that bore an interest rate of 4.71% at September 30, 2016. (d) On March 24, 2016, the Company obtained the release of approximately $3.9 million of restricted cash funds and applied the amounts as additional principal payments related to certain of the above debt facilities with the PrivateBank. (e) On September 19, 2016, the Company obtained an option to extend the maturity date of the Quail Creek Credit Facility from September 2017 to September 2018, which management intends to exercise. (f) On October 6, 2016, the related debt was repaid with a portion of the net proceeds from the sale of the Arkansas Facilities (see Note 11 - Discontinued Operations ). (g) On September 29, 2016, the Company closed a HUD-guaranteed financing with Midland State Bank in the amount of $3.7 million , maturing in 2046 and bearing an interest rate of 2.98% (interest rate excludes annual mortgage insurance premiums), which refinanced approximately $3.1 million in debt previously owed to the PrivateBank with respect to the Georgetown Facility. (h) Debt included in liabilities of disposal group held for sale. On April 25, 2016, the Company completed the sale of the related office building located in Roswell, Georgia (see Note 11 - Discontinued Operations ). (Amounts in 000’s) Lender Maturity Interest Rate December 31, 2016 December 31, 2015 Other debt First Insurance Funding 02/28/2017 Fixed 3.99% $ 20 $ 14 Key Bank 10/17/2017 Fixed 0.00% 496 680 Reliant Rehabilitation 11/15/2016 Fixed 7.00% — 944 Pharmacy Care of Arkansas 02/08/2018 Fixed 2.00% 547 1,000 Total $ 1,063 $ 2,638 (Amounts in 000’s) Facility Conversion price Maturity Interest Rate (a) December 31, 2016 December 31, 2015 Convertible debt Issued July 2012 $ 4.25 10/31/2017 Fixed 10.00% $ 1,500 $ 1,500 Issued March 2015 (b) $ 4.25 04/30/2017 Fixed 10.00% 7,700 7,700 Total $ 9,200 $ 9,200 (a) Represents cash interest rates as of December 31, 2016 . The rates exclude amortization of deferred financing costs which range from 0.08% to 1.92% per annum. (b) On December 8, 2016, the Company announced the Tender Offer for any and all of its $7.7 million convertible subordinated notes due April 3, 2017. On January 10, 2017, the Company accepted for payment $6.7 million pursuant to the Tender Offer (see Note 19 - Subsequent Events) . |
Summary of the scheduled maturities | The schedule below summarizes the scheduled maturities for the twelve months ended March 31 of the respective year (not adjusted for commitments to refinance or extend the maturities of debt as noted above): For the twelve months ended March 31, (Amounts in 000’s) (a) 2018 $ 6,890 2019 6,326 2020 1,960 2021 2,064 2022 2,161 Thereafter 54,719 Subtotal $ 74,120 Less: unamortized discounts (188 ) Less: deferred financing costs, net (2,099 ) Total notes and other debt $ 71,833 (a) Excludes maturities for a Loan Agreement entered into May 1, 2017 (see Note 17 - Subsequent Events - Meadowood Credit Facility ). | The schedule below summarizes the scheduled maturities as of December 31, 2016 for each of the next five years and thereafter. Amounts in (000's) 2017 $ 13,218 2018 6,108 2019 1,844 2020 1,937 2021 2,030 Thereafter 57,220 Subtotal 82,357 Less: unamortized discounts (191 ) Less: deferred financing costs (1) (2,196 ) Total notes and other debt $ 79,970 |
Schedule of Credit-Related Instruments, Out of Compliance | The table below indicates which of the Company’s credit-related instruments were not in compliance as of March 31, 2017 . Credit Facility Balance at Subsidiary or Operator Level Covenant Requirement Financial Covenant Min/Max Financial Future Congressional Bank - Mortgage Note - QC Property Holdings, LLC $ 4,401 Operator Minimum Fixed Charge Coverage Ratio 1.1 0.3 (a) 1.1 Operator Minimum Operator Occupancy 75% 70% (a) 75% Operator Minimum Operator EBITDAR (000’s) $563 $477 (a) $642 (a) Waiver for violation of covenant obtained. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Summary of activity of disposal groups | The following table summarizes the disposition of operations by facility for the years ended December 31, 2016 and 2015 : Facility Name State Relationship to Property Type of Disposition Date of Disposition 2015 College Park GA Owned Lease 4/1/2015 LaGrange GA Leased Sublease 4/1/2015 Sumter Valley SC Owned Lease 4/1/2015 Georgetown SC Owned Lease 4/1/2015 Powder Springs GA Leased Sublease 4/1/2015 Tara GA Leased Sublease 4/1/2015 Heritage Park AR Owned Lease 5/1/2015 Homestead Manor AR Owned Lease 5/1/2015 Stone County SNF AR Owned Lease 5/1/2015 Stone County ALF AR Owned Lease 5/1/2015 Northridge AR Owned Lease 5/1/2015 West Markham AR Owned Lease 5/1/2015 Woodland Hills AR Owned Lease 5/1/2015 Cumberland AR Owned Lease 5/1/2015 Mountain Trace NC Owned Lease 6/1/2015 Glenvue GA Owned Lease 7/1/2015 Bentonville Manor AR Owned Sale 7/1/2015 Hearth & Care of Greenfield OH Owned Lease 8/1/2015 The Pavilion Care Center OH Owned Lease 8/1/2015 Eaglewood ALF OH Owned Lease 8/1/2015 Eaglewood Care Center OH Owned Lease 8/1/2015 Covington Care Center OH Leased Sublease 8/1/2015 Bonterra GA Leased Sublease 9/1/2015 Parkview GA Leased Sublease 9/1/2015 Autumn Breeze GA Owned Lease 9/30/2015 Companions Specialized Care OK Owned Sale 10/30/2015 River Valley AR Owned Lease 11/1/2015 Quail Creek OK Owned Lease 12/31/2015 Northwest OK Owned Lease 12/31/2015 2016 Heritage Park AR Owned Sale 10/6/2016 Homestead Manor AR Owned Sale 10/6/2016 Stone County SNF AR Owned Sale 10/6/2016 Stone County ALF AR Owned Sale 10/6/2016 Northridge AR Owned Sale 10/6/2016 West Markham AR Owned Sale 10/6/2016 Woodland Hills AR Owned Sale 10/6/2016 Cumberland AR Owned Sale 10/6/2016 River Valley AR Owned Sale 10/6/2016 | |
Schedule of Income statement, assets and liabilities of the disposal groups held for sale | The following table summarizes certain activity of discontinued operations for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, (Amounts in 000’s) 2017 2016 Total revenues $ — $ — Cost of services 409 520 Interest expense, net 4 8 Net loss (413 ) (528 ) | Assets and Liabilities Held for Sale Assets and liabilities of the disposal groups held for sale at December 31, 2016 and 2015 are as follows: December 31, Amounts in (000's) 2016 2015 Property and equipment, net * $ — $ 1,249 Assets of disposal group held for sale $ — $ 1,249 Notes payable * $ — $ 958 Liabilities of disposal group held for sale $ — $ 958 *Amounts represent office buildings and associated debt sold during 2016. The following table summarizes the activity of discontinued operations for the years ended December 31, 2016 and 2015 : Year Ending December 31, (Amounts in 000’s) 2016 2015 Total revenues $ — $ 87,920 Cost of services $ 12,411 $ 89,783 Net loss $ (13,428 ) $ (4,892 ) Interest expense, net $ 41 $ 1,510 Income tax expense $ — $ 251 Gain on disposal of assets $ — $ 1,251 The following table summarizes the activity of discontinued operations for the years ended December 31, 2016 and 2015 : Year Ending December 31, (Amounts in 000’s) 2016 2015 Total revenues $ — $ 87,920 Cost of services $ 12,411 $ 89,783 Net loss $ (13,428 ) $ (4,892 ) Interest expense, net $ 41 $ 1,510 Income tax expense $ — $ 251 Gain on disposal of assets $ — $ 1,251 |
COMMON AND PREFERRED STOCK (Tab
COMMON AND PREFERRED STOCK (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Preferred Stock | The following table summarizes the shares of Series A Preferred Stock activity for the Company and net proceeds received and expenses from issuance and repurchases of Series A Preferred Stock for the years ended December 31, 2016 and 2015 : Shares Issued & Outstanding Net Proceeds from Issuance (in 000's) Balances, January 1, 2015 950,000 $ 20,392 Issuance of Preferred Stock: April 13, 2015 offering (1) 575,000 13,481 June 2, 2015 offering (2) 588,235 14,105 ATM offering (3) 313,695 6,736 Balances, December 31, 2015 2,426,930 $ 54,714 ATM Issuance of Preferred Stock for the three months ended: (4) March 31, 2016 186,905 3,677 June 30, 2016 43,204 870 September 30, 2016 106,796 2,233 December 31, 2016 — — Repurchases of Preferred Stock for the three months ended: December 31, 2016 (5) (2,300 ) (48 ) Balances, December 31, 2016 2,761,535 $ 61,446 (1) On April 13, 2015 the Company issued and sold 575,000 shares of Series A Preferred Stock in a “best efforts” registered public offering for a public offering price of $25.75 per share. In connection therewith, the Company received net proceeds of approximately $13.5 million , after payment of underwriting commissions and discounts and all other offering expenses incurred by the Company. (2) On June 2, 2015, the Company issued and sold 588,235 shares of Series A Preferred Stock in a “best efforts” registered public offering for a public offering price of $25.50 per share. In connection therewith, the Company received net proceeds of approximately $14.1 million , after payment of underwriting commissions and discounts and all other offering expenses incurred by the Company. (3) On July 21, 2015, the Company entered into separate At Market Issuance Sales Agreements with agents, pursuant to which the Company may offer and sell, from time to time, up to 800,000 shares of Series A Preferred Stock. For the year ended December 31, 2015 , the Company sold 313,695 shares of Series A Preferred Stock under its ATM at an average sale price of $22.11 per share. In connection therewith, the Company received net proceeds of approximately $6.7 million , after payment of sales commissions and discounts and all other expenses incurred by the Company. (4) For the year ended December 31, 2016 , the Company sold 336,905 shares of Series A Preferred Stock under its ATM at an average sale price of $20.06 per share. In connection therewith, the Company received net proceeds of approximately $6.8 million , after payment of sales commissions and discounts and all other expenses incurred by the Company. (5) On November 17, 2016 , the Company bought 2,300 shares of Series A Preferred Stock pursuant to the November 2016 Repurchase Program at an average sale price of $20.97 per share, excluding commissions. In connection therewith, the Company's net disbursement was approximately $48 thousand after payment of sales commissions. |
Dividends Declared | The following table summarizes the common stock and preferred stock dividends paid by the Company for the years ended December 31, 2016 and 2015 : Date of Payment Dividends Paid (in 000's) Dividends Per Share Common Stock Dividends: * 4/30/2015 $ 990 $ 0.050 7/31/2015 1,093 0.055 10/31/2015 1,193 0.060 For the year ended December 31, 2015 $ 3,276 $ 0.165 Preferred Stock Dividends: 3/31/2015 $ 646 $ 0.68 6/30/2015 1,437 0.68 9/30/2015 1,498 0.68 12/31/2015 1,627 0.68 For the year ended December 31, 2015 $ 5,208 $ 2.72 3/31/2016 $ 1,777 $ 0.68 6/30/2016 1,801 0.68 9/30/2016 1,879 0.68 12/31/2016 1,878 0.68 For the year ended December 31, 2016 $ 7,335 $ 2.72 * There we no dividends paid on the common stock during the twelve months ended December 31, 2016. |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Summary of employee and nonemployee stock based compensation | For the three months ended March 31, 2017 and 2016 , the Company recognized stock-based compensation expense as follows: Three Months Ended March 31, (Amounts in 000’s) 2017 2016 Employee compensation: Restricted stock $ 118 $ 246 Stock options — 111 Warrants 60 85 Total employee stock-based compensation expense $ 178 $ 442 Non-employee compensation: Board restricted stock 44 26 Board stock options 12 12 Total non-employee stock-based compensation expense $ 56 $ 38 Total stock-based compensation expense $ 234 $ 480 | The following table summarizes employee and nonemployee stock based compensation for the years ended December 31, 2016 and 2015 : Year Ending December 31, Amounts in (000's) 2016 2015 Employee compensation: Stock options $ 112 $ 42 Warrants 278 196 Restricted stock 628 431 Total employee stock-based compensation expense $ 1,018 $ 669 Non-employee compensation: Stock options $ 50 $ 49 Warrants — — Restricted stock 65 224 Total non-employee stock-based compensation expense $ 115 $ 273 Total stock-based compensation expense $ 1,133 $ 942 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The assumptions used in calculating the fair value of employee common stock options and warrants granted during the three months ended March 31, 2017 and March 31, 2016 , using the Black-Scholes-Merton option-pricing model, are set forth in the following table: Three Months Ended March 31, 2017 * 2016 Dividend yield — % — % Expected volatility — % 41 % Risk-free interest rate — % 1.43 % Expected term (in years) n/a 5.0 * No issuances of common stock options or warrants during the current period. | |
Schedule of assumptions used in calculating fair value of warrants using the Black Sholes Merton option-pricing model | The assumptions used in calculating the fair value of employee stock options and warrants granted for the years ended December 31, 2016 and 2015 , using the Black-Scholes-Merton option-pricing model, are set forth in the following table: Year Ending December 31, 2016 2015 Dividend Yield — % 4.8 % Expected Volatility 40.9 % 38.6 % Risk-Free Interest Rate 1.43 % 1.09 % Expected Term (in years) 5.0 3.9 | |
Summary of the Company's stock option activity | The following table summarizes the Company’s common stock option activity for the three months ended March 31, 2017 : Number of Shares (000's) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in 000's) Outstanding, December 31, 2016 355 $ 3.21 5.6 $ — Granted — $ — Forfeited — $ — Expired (22 ) $ 3.93 Outstanding, March 31, 2017 333 $ 3.17 4.8 $ — Vested, March 31, 2017 298 $ 3.08 4.5 $ — | The following summarizes the Company's employee and non-employee stock option activity for the years ended December 31, 2016 and 2015 : Number of Weighted Weighted Average Aggregate (a) Outstanding at December 31, 2014 935 $ 4.91 Granted — $ — Exercised (13 ) $ 2.35 Forfeited (535 ) $ 5.63 Expired (120 ) $ 4.10 Outstanding at December 31, 2015 267 $ 3.96 6.9 $ 2 Vested at December 31, 2015 184 $ 3.96 6.1 $ 2 Vested or Expected to Vest at December 31, 2015 (b) 264 $ 3.96 6.9 $ 2 Outstanding at December 31, 2015 267 $ 3.96 Granted 141 $ 2.07 Exercised — $ — Forfeited (8 ) $ 4.06 Expired (45 ) $ 3.86 Outstanding at December 31, 2016 355 $ 3.21 5.6 $ — Vested at December 31, 2016 320 $ 3.14 5.3 $ — Vested or Expected to Vest at December 31, 2016 (b) 355 $ 3.21 5.6 $ — (a) Represents the aggregate gain on exercise for vested in-the-money options as of December 31, 2016. (b) Includes forfeiture adjusted unvested shares. |
Schedule of exercise price range | The following table summarizes the common stock warrants outstanding and exercisable as of March 31, 2017 : Warrants Outstanding Warrants Exercisable Exercise Price Number of Shares (000's) Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Vested at March 31, 2017 Weighted Average Exercise Price $0 - $1.99 218 0.6 $ 1.82 218 $ 1.82 $2.00 - $2.99 335 1.3 $ 2.58 335 $ 2.58 $3.00 - $3.99 500 2.5 $ 3.59 500 $ 3.59 $4.00 - $4.99 811 6.4 $ 4.39 528 $ 4.23 $5.00 - $5.90 23 6.1 $ 5.90 23 $ 5.90 Total 1,887 3.8 $ 3.58 1,604 $ 3.44 The following table summarizes the common stock options outstanding and exercisable as of March 31, 2017 : Stock Options Outstanding Options Exercisable Exercise Price Number of Shares Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Vested, March 31, 2017 Weighted Average Exercise Price $1.31 - $3.99 268 4.4 $ 2.93 233 $ 2.79 $4.00 - $4.30 65 6.4 $ 4.12 65 $ 4.12 Total 333 4.8 $ 3.17 298 $ 3.08 | The following summary information reflects stock options outstanding, vested and related details as of December 31, 2016 : Stock Options Outstanding Stock Options Exercisable Exercise Price Number Outstanding (000's) Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Vested and Exercisable (000's) Weighted Average Exercise Price $1.31 - $3.99 290 5.3 $ 3.01 255 $ 2.89 $4.00 - $4.30 65 6.7 $ 4.12 65 $ 4.12 Total 355 5.6 $ 3.21 320 $ 3.14 |
Schedule of common stock warrant activity | The following table summarizes the Company’s common stock warrant activity for the three months ended March 31, 2017 : Number of Warrants (000's) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in 000's) Outstanding, December 31, 2016 1,887 $ 3.58 4.1 $ 11 Granted — $ — Forfeited — $ — Expired — $ — Outstanding, March 31, 2017 1,887 $ 3.58 3.8 $ 6 Vested, March 31, 2017 1,604 $ 3.44 3.1 $ 6 | |
Summary of the Company's restricted stock activity | The following table summarizes the Company’s restricted stock activity for the three months ended March 31, 2017 : Number of Shares (000's) Weighted Avg. Grant Date Fair Value Unvested, December 31, 2016 404 $ 2.84 Granted — $ — Vested (37 ) $ 2.14 Forfeited (3 ) $ 2.49 Unvested, March 31, 2017 364 $ 2.91 | The following summarizes the Company's restricted stock activity for the year ended December 31, 2016 and 2015 : Number Weighted Average Unvested at December 31, 2014 504 $ 3.68 Granted 204 $ 4.05 Vested (393 ) $ 3.51 Forfeited (21 ) $ 3.20 Unvested at December 31, 2015 294 $ 4.19 Granted 305 $ 1.93 Vested (183 ) $ 3.52 Forfeited (12 ) $ 2.49 Unvested at December 31, 2016 404 $ 2.84 |
Warrant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of exercise price range | The following summary information reflects warrants outstanding, vested and related details as of December 31, 2016 : Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding (000's) Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Vested and Exercisable (000's) Weighted Average Exercise Price $1.04 - $1.99 218 0.9 $ 1.82 218 $ 1.82 $2.00 - $2.99 335 1.5 $ 2.58 335 $ 2.58 $3.00 - $3.99 500 2.8 $ 3.59 500 $ 3.59 $4.00 - $4.99 811 6.7 $ 4.39 528 $ 4.42 $5.00 - $5.90 23 6.4 $ 5.90 23 $ 5.90 Total 1,887 4.1 $ 3.58 1,604 $ 3.44 | |
Schedule of common stock warrant activity | The following summarizes the Company's employee and non-employee common stock warrant activity for the years ended December 31, 2016 and 2015 : Number of Warrants (000's) Weighted Average Exercise Price Weighted Aggregate Intrinsic Value (000's) (a) Outstanding at December 31, 2014 2,716 $ 3.45 Granted 275 $ 4.25 Exercised (519 ) $ 3.43 Forfeited (225 ) $ 4.04 Expired (196 ) $ 3.91 Outstanding at December 31, 2015 2,051 $ 3.46 4.7 $ 305 Vested at December 31, 2015 1,576 $ 3.19 3.5 $ 305 Vested or Expected to Vest at December 31, 2015 (b) 1,998 $ 3.43 4.7 $ 305 Outstanding at December 31, 2015 2,051 $ 3.46 Granted — $ — Exercised (109 ) $ 1.04 Forfeited — $ — Expired (55 ) $ 4.08 Outstanding at December 31, 2016 1,887 $ 3.58 4.1 $ 11 Vested at December 31, 2016 1,604 $ 3.44 3.3 $ 11 Vested or Expected to Vest at December 31, 2016 (b) 1,867 $ 3.57 4.0 $ 11 (a) Represents the aggregate gain on exercise for vested in-the-money warrants as of December 31, 2016. (b) Includes forfeiture adjusted unvested shares. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes attributable to continuing operations | The provision for income taxes attributable to continuing operations for the years ended December 31, 2016 and 2015 are presented below: Year Ended December 31, (Amounts in 000's) 2016 2015 Current Tax Expense: Federal $ — $ 8 $ — $ 8 Deferred Tax Expense: Federal $ (163 ) $ 102 $ (163 ) $ 102 Total income tax expense $ (163 ) $ 110 |
Schedule of income tax expense applicable to continuing and discontinued operations | The income tax expense applicable to continuing and discontinued operations is presented below: Year Ended December 31, (Amounts in 000's) 2016 2015 Income tax expense on continuing operations $ (163 ) $ 110 Income tax (benefit) expense on discontinued operations — 251 Total income tax (benefit) expense $ (163 ) $ 361 |
Schedule of tax effect of significant temporary differences representing deferred tax assets and liabilities | At December 31, 2016 and 2015 , the tax effect of significant temporary differences representing deferred tax assets and liabilities are as follows: Year Ended December 31, (Amounts in 000's) 2016 2015 Net deferred tax asset (liability): Allowance for doubtful accounts $ 4,475 $ 5,839 Accrued expenses 3,374 1,047 Net operating loss carry forwards 21,624 21,521 Property, equipment & intangibles (4,004 ) (4,526 ) Stock based compensation 268 125 Convertible debt adjustments 261 206 Total deferred tax assets 25,998 24,212 Valuation allowance (26,224 ) (24,601 ) Net deferred tax liability $ (226 ) $ (389 ) |
Schedule of differences between income taxes computed at the federal statutory rate and the provision for income taxes | The items accounting for the differences between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: Year Ended December 31, 2016 2015 Federal income tax at statutory rate 34.0 % 34.0 % State and local taxes (0.4 )% 2.4 % Consolidated VIE LLC — % 1.0 % Nondeductible expenses (20.6 )% (7.3 )% Other (0.1 )% (2.6 )% Change in valuation allowance (11.7 )% (28.8 )% Effective tax rate 1.2 % (1.3 )% |
SUMMARY OF SIGNIFICANT ACCOUN39
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 3 Months Ended | 5 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($)facility | Dec. 31, 2014agreementfacility | Dec. 31, 2016USD ($)facility | Dec. 31, 2015USD ($) | |
Acquisition Policy | ||||
Number of facilities | 29 | 29 | ||
Number of management agreements | agreement | 1 | |||
Number of skilled nursing facilities | 2 | |||
Number of assisted living facilities | 1 | |||
Number of sublease agreements executed, owned by company | 14 | 14 | ||
Number of sublease agreements executed, leased by company | 11 | 11 | ||
Allowance for uncollectible accounts management fees receivables | $ | $ 6,700 | $ 7,500 | ||
Deferred tax assets, net, noncurrent | $ | $ 6,200 | |||
Number of independent living facilities | 1 | |||
Number of skilled nursing facilities, managed by third party | 2 | |||
New Accounting Pronouncement, Early Adoption, Effect | ||||
Acquisition Policy | ||||
Deferred tax asset | $ | (62,000) | |||
Deferred tax assets, net, noncurrent | $ | $ 62,000 | |||
Lease-Related Intangible Asset | ||||
Acquisition Policy | ||||
Estimated useful life | 10 years | |||
Intangible Assets-bed licenses | ||||
Acquisition Policy | ||||
Estimated useful life | 32 years | |||
Patient Care Receivables | ||||
Acquisition Policy | ||||
Accounts receivable, gross, current | $ | $ 8,400 | |||
Accounts receivable, net | $ | $ 900 | $ 900 | ||
Third Party Operators | ||||
Acquisition Policy | ||||
Number of sublease agreements executed, owned by company | 15 | 15 | ||
Number owned assisted living facilities leased | 1 | 1 | ||
Federal | ||||
Acquisition Policy | ||||
Net operating loss carry forwards | $ | $ 65,100 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Income (loss) from continuing operations | $ (539) | $ (1,422) | $ 5,966 | $ (17,811) |
Preferred stock dividends | (1,878) | (7,335) | (5,208) | |
Net loss attributable to AdCare Health Systems, Inc. common stockholders | (2,830) | (3,727) | (14,797) | (28,726) |
Loss from discontinued operations | $ (413) | $ (528) | (13,428) | (4,892) |
Net loss attributable to noncontrolling interests | $ 0 | $ 815 | ||
Weighted average number of shares outstanding, basic (in shares) | 19,825 | 19,885 | 19,892 | 19,680 |
Weighted average number of shares outstanding, diluted (in shares) | 19,825 | 19,885 | 19,892 | 19,680 |
Basic loss from continuing operations (in dollars per share) | $ (0.12) | $ (0.16) | $ (0.07) | $ (1.17) |
Basic Loss from discontinued operations attributable to the Company (in dollars per share) | (0.02) | (0.03) | (0.67) | (0.29) |
Basic loss (in dollars per shares) | $ (0.14) | $ (0.19) | (0.74) | (1.46) |
Diluted loss (in dollars per share) | $ (0.74) | $ (1.46) | ||
Continuing Operations | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Income (loss) from continuing operations | $ 5,966 | $ (17,811) | ||
Preferred stock dividends | (7,335) | (5,208) | ||
Net loss attributable to AdCare Health Systems, Inc. common stockholders | $ (2,417) | $ (3,199) | (1,369) | (23,019) |
Net Loss Attributable to AdCare Health Systems, Inc. common stockholders, diluted | $ (1,369) | $ (23,019) | ||
Weighted average number of shares outstanding, diluted (in shares) | 19,892 | 19,680 | ||
Basic loss from continuing operations (in dollars per share) | $ (0.07) | $ (1.17) | ||
Diluted loss from continuing operations (in dollars per share) | $ (0.07) | $ (1.17) | ||
Discontinued Operations | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss attributable to AdCare Health Systems, Inc. common stockholders | $ (13,428) | $ (5,707) | ||
Net Loss Attributable to AdCare Health Systems, Inc. common stockholders, diluted | (13,428) | (5,707) | ||
Loss from discontinued operations | (13,428) | (4,892) | ||
Net loss attributable to noncontrolling interests | $ 0 | $ 815 | ||
Weighted average number of shares outstanding, basic (in shares) | 19,892 | 19,680 | ||
Weighted average number of shares outstanding, diluted (in shares) | 19,892 | 19,680 | ||
Basic Loss from discontinued operations attributable to the Company (in dollars per share) | $ (0.67) | $ (0.29) | ||
Diluted Loss from discontinued operations attributable to the Company (in dollars per share) | $ (0.67) | $ (0.29) |
Earnings Per Share (Reconciliat
Earnings Per Share (Reconciliation of Net Income (Loss) for Continuing and Discontinued Operations) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | ||||
Loss from continuing operations | $ (539) | $ (1,422) | $ 5,966 | $ (17,811) |
Preferred stock dividends | (1,878) | (7,335) | (5,208) | |
Loss from discontinued operations, net of tax | (13,428) | (4,892) | ||
Net loss attributable to AdCare Health Systems, Inc. common stockholders | $ (2,830) | $ (3,727) | $ (14,797) | $ (28,726) |
Denominator: | ||||
Basic earnings per share - weighted average shares (in shares) | 19,825 | 19,885 | 19,892 | 19,680 |
Diluted earnings per share—adjusted weighted average shares (in shares) | 19,825 | 19,885 | 19,892 | 19,680 |
Basic and diluted loss per share: | ||||
Loss from continuing operations attributable to AdCare | $ (0.12) | $ (0.16) | ||
Loss from discontinuing operations (in dollars per share) | (0.02) | (0.03) | $ (0.67) | $ (0.29) |
Net Loss per Common Share-Basic (in dollars per share) | $ (0.14) | $ (0.19) | $ (0.74) | $ (1.46) |
Continuing Operations | ||||
Numerator: | ||||
Loss from continuing operations | $ 5,966 | $ (17,811) | ||
Preferred stock dividends | (7,335) | (5,208) | ||
Net loss attributable to AdCare Health Systems, Inc. common stockholders | $ (2,417) | $ (3,199) | $ (1,369) | $ (23,019) |
Denominator: | ||||
Diluted earnings per share—adjusted weighted average shares (in shares) | 19,892 | 19,680 |
EARNINGS PER SHARE Antidilutive
EARNINGS PER SHARE Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 2,808 | 4,589 | 4,407 | 4,483 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 333 | 373 | 355 | 267 |
Common stock warrants - employee | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 1,450 | 1,559 | 1,450 | 1,559 |
Common stock warrants - nonemployee | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 437 | 492 | 437 | 492 |
Shares issuable upon conversion of convertible debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 588 | 2,165 | 2,165 | 2,165 |
LIQUIDITY AND PROFITABILITY (De
LIQUIDITY AND PROFITABILITY (Details) | Jan. 10, 2017USD ($) | Nov. 17, 2016USD ($)$ / sharesshares | Oct. 06, 2016USD ($)facility | Jul. 28, 2016USD ($) | Apr. 25, 2016USD ($) | Feb. 09, 2016USD ($) | Jul. 29, 2015USD ($) | Jul. 21, 2015USD ($)$ / sharesshares | Jul. 01, 2015USD ($)bed | Jun. 02, 2015USD ($)$ / sharesshares | Apr. 30, 2015USD ($) | Apr. 13, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($)shares | Jun. 30, 2016USD ($)shares | Mar. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2016USD ($)shares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2016USD ($)$ / sharesshares | May 15, 2017case | Apr. 30, 2017USD ($) | Mar. 24, 2017case | Dec. 08, 2016 | Nov. 30, 2016shares | Sep. 29, 2016USD ($) | Sep. 28, 2016USD ($) | Jun. 18, 2016bed | Jul. 31, 2015USD ($)$ / shares | Jul. 30, 2015USD ($)$ / shares | Jun. 30, 2015USD ($) | Mar. 28, 2014 | Dec. 31, 2012$ / shares | Jul. 02, 2012USD ($)$ / shares |
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ 14,045,000 | $ 4,184,000 | $ 14,045,000 | $ 2,264,000 | $ 2,720,000 | $ 14,045,000 | $ 2,720,000 | $ 10,735,000 | $ 14,045,000 | |||||||||||||||||||||||||||||
Restricted cash and investments | $ 5,464,000 | $ 3,815,000 | $ 5,464,000 | $ 12,727,000 | $ 5,464,000 | $ 12,727,000 | $ 5,464,000 | |||||||||||||||||||||||||||||||
Preferred stock, shares issued | shares | 313,695 | 588,235 | 575,000 | 2,761,535 | 2,762,000 | 2,761,535 | 106,796 | 43,204 | 186,905 | 2,426,930 | 106,796 | 2,761,535 | 2,426,930 | 950,000 | 2,761,535 | |||||||||||||||||||||||
Shares issued, price (in dollars per share) | $ / shares | $ 25.50 | $ 25.75 | ||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Redeemable Preferred Stock | $ 14,100,000 | $ 13,500,000 | ||||||||||||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 18.00% | |||||||||||||||||||||||||||||||||||||
Proceeds from preferred stock issuances, net | $ 0 | $ 3,677,000 | $ 6,780,000 | $ 34,323,000 | ||||||||||||||||||||||||||||||||||
Proceeds from offerings | $ 6,736,000 | $ 14,105,000 | $ 13,481,000 | $ 0 | $ 2,233,000 | $ 870,000 | 3,677,000 | 61,446,000 | 54,714,000 | $ 20,392,000 | ||||||||||||||||||||||||||||
Principal amount of the debt instrument | $ 6,400,000 | |||||||||||||||||||||||||||||||||||||
Repayment of debt | $ 2,400,000 | $ 6,500,000 | ||||||||||||||||||||||||||||||||||||
Total indebtedness | $ 79,970,000 | 71,833,000 | 79,970,000 | 79,970,000 | $ 79,970,000 | |||||||||||||||||||||||||||||||||
Annual rent, per agreement | 20,450,000 | |||||||||||||||||||||||||||||||||||||
Rent revenue with property under rectification | 1 | 1 | ||||||||||||||||||||||||||||||||||||
Loans receivable | 1,000,000 | |||||||||||||||||||||||||||||||||||||
Outstanding amount | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||
Current portion of debt, including debt of held for sale | 13,200,000 | 13,200,000 | 13,200,000 | 13,200,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, outstanding amount | 82,357,000 | 74,120,000 | 82,357,000 | $ 125,676,000 | 82,357,000 | 125,676,000 | 82,357,000 | |||||||||||||||||||||||||||||||
Debt instruments, maturities maturing in one and two fiscal years | 19,300,000 | 13,200,000 | 19,300,000 | 19,300,000 | 19,300,000 | |||||||||||||||||||||||||||||||||
Expected disbursements | (6,900,000) | $ (700,000) | (13,200,000) | |||||||||||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 1,800,000 | 1,800,000 | $ 1,800,000 | 1,800,000 | 1,800,000 | |||||||||||||||||||||||||||||||||
Debt, current | 13,154,000 | $ 6,868,000 | $ 13,154,000 | 50,960,000 | 13,154,000 | 50,960,000 | 13,154,000 | |||||||||||||||||||||||||||||||
Number of shares authorized to be repurchased | shares | 500,000 | |||||||||||||||||||||||||||||||||||||
Stock repurchase program (in shares) | shares | 118,199 | 2,300 | 150,000 | |||||||||||||||||||||||||||||||||||
Stock repurchased, average cost per share | $ / shares | $ 1.54 | $ 2.05 | ||||||||||||||||||||||||||||||||||||
Stock Repurchased During Period, Value | $ 187,000 | $ 300,000 | 523,000 | |||||||||||||||||||||||||||||||||||
Debt repayment during the next 12 months | 13,218,000 | $ 13,218,000 | 13,218,000 | 13,218,000 | ||||||||||||||||||||||||||||||||||
Anticipated proceeds from debt refinancing | 1,200,000 | 1,200,000 | 1,200,000 | 1,200,000 | ||||||||||||||||||||||||||||||||||
Self-insured reserve | 6,924,000 | 6,048,000 | 6,924,000 | 221,000 | 6,924,000 | 221,000 | 6,924,000 | |||||||||||||||||||||||||||||||
Restricted Cash | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Debt repayment during the next 12 months | 9,100,000 | 9,100,000 | 9,100,000 | 9,100,000 | ||||||||||||||||||||||||||||||||||
Revolver Debt, Bonds and Mortgage Indebtedness | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Debt instruments, maturities maturing in one and two fiscal years | 4,100,000 | 4,100,000 | 4,100,000 | 4,100,000 | ||||||||||||||||||||||||||||||||||
Debt, current | $ 9,100,000 | $ 9,100,000 | $ 9,100,000 | $ 9,100,000 | ||||||||||||||||||||||||||||||||||
Convertible debt issued in 2012 | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 10.00% | 10.00% | 8.00% | |||||||||||||||||||||||||||||||||||
Periodic payment of principal | $ 4,800,000 | |||||||||||||||||||||||||||||||||||||
Principal amount of the debt instrument | $ 1,500,000 | $ 1,500,000 | $ 6,400,000 | |||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 3.97 | $ 3.97 | $ 3.97 | $ 3.97 | $ 4.25 | $ 4.25 | $ 4.17 | $ 3.97 | ||||||||||||||||||||||||||||||
Short Term Vendor Notes | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | $ 500,000 | $ 500,000 | 400,000 | $ 500,000 | $ 500,000 | |||||||||||||||||||||||||||||||||
Other Debt Instruments | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Debt repayment during the next 12 months | 1,700,000 | 1,700,000 | 2,200,000 | 1,700,000 | 1,700,000 | |||||||||||||||||||||||||||||||||
Senior debt - guaranteed by HUD | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Debt instrument, outstanding amount | 34,473,000 | 34,473,000 | 25,469,000 | 34,473,000 | 25,469,000 | 34,473,000 | ||||||||||||||||||||||||||||||||
Senior debt - guaranteed by HUD | Senior Debt Obligations | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Total indebtedness | 34,473,000 | 34,473,000 | 25,469,000 | 34,473,000 | 25,469,000 | 34,473,000 | ||||||||||||||||||||||||||||||||
Debt instrument, outstanding amount | 34,473,000 | $ 34,286,000 | 34,473,000 | 34,473,000 | 34,473,000 | |||||||||||||||||||||||||||||||||
Convertible Notes | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 10.00% | |||||||||||||||||||||||||||||||||||||
Stock redeemed or called during period, value | $ 6,700,000 | |||||||||||||||||||||||||||||||||||||
Convertible debt issued in 2014 | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 10.00% | |||||||||||||||||||||||||||||||||||||
Debt instrument, outstanding amount | $ 9,200,000 | $ 9,200,000 | $ 9,200,000 | $ 9,200,000 | $ 9,200,000 | $ 9,200,000 | ||||||||||||||||||||||||||||||||
Redeemable Preferred Stock | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Preferred stock, agreement to sell shares (up to) | shares | 800,000 | |||||||||||||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 10.875% | |||||||||||||||||||||||||||||||||||||
Liquidation preference per share (in dollars per share) | $ / shares | $ 25 | |||||||||||||||||||||||||||||||||||||
Series A Preferred Stock | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | shares | 588,235 | 575,000 | 336,905 | 650,600 | 336,905 | 313,695 | 336,905 | 313,695 | 336,905 | |||||||||||||||||||||||||||||
Shares issued, price (in dollars per share) | $ / shares | $ 25.50 | $ 25.75 | $ 22.11 | $ 22.11 | ||||||||||||||||||||||||||||||||||
Preferred stock, agreement to sell shares (up to) | shares | 800,000 | |||||||||||||||||||||||||||||||||||||
Number of shares issued | shares | 313,695 | 650,600 | ||||||||||||||||||||||||||||||||||||
Proceeds from preferred stock issuances, net | $ 13,500,000 | $ 6,700,000 | $ 6,700,000 | |||||||||||||||||||||||||||||||||||
Proceeds from offerings | $ 6,800,000 | $ 13,500,000 | ||||||||||||||||||||||||||||||||||||
Number of shares authorized to be repurchased | shares | 100,000 | |||||||||||||||||||||||||||||||||||||
Stock repurchase program (in shares) | shares | 2,300 | 2,300 | ||||||||||||||||||||||||||||||||||||
Stock repurchased, average cost per share | $ / shares | $ 20.97 | $ 20.97 | $ 20.06 | |||||||||||||||||||||||||||||||||||
Stock Repurchased During Period, Value | $ 48,000 | $ 48,000 | ||||||||||||||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Number of shares authorized to be repurchased | shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||
Stock repurchase program (in shares) | shares | 133,316 | |||||||||||||||||||||||||||||||||||||
Stock repurchased, average cost per share | $ / shares | $ 1.54 | |||||||||||||||||||||||||||||||||||||
Subsequent Event | Convertible Notes | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Stock redeemed or called during period, value | 6,700,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument, outstanding amount | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||
Northwest Oklahoma Facility | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 1,184,000 | |||||||||||||||||||||||||||||||||||||
Savannah Beach | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 50 | |||||||||||||||||||||||||||||||||||||
Annual rent, per agreement | 300,000 | $ 300,000 | ||||||||||||||||||||||||||||||||||||
Oceanside Facility | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 85 | |||||||||||||||||||||||||||||||||||||
Annual rent, per agreement | 400,000 | 400,000 | ||||||||||||||||||||||||||||||||||||
Jefferson Facility | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 131 | |||||||||||||||||||||||||||||||||||||
Annual rent, per agreement | $ 600,000 | 600,000 | ||||||||||||||||||||||||||||||||||||
Oklahoma Facility | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Debt, current | $ 1,200,000 | $ 1,200,000 | $ 1,200,000 | $ 1,200,000 | ||||||||||||||||||||||||||||||||||
Debt repayment during the next 12 months | $ 1,200,000 | |||||||||||||||||||||||||||||||||||||
Midland State Bank | Georgetown Health | Senior debt - guaranteed by HUD | Senior Debt Obligations | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 2.98% | 2.98% | 2.98% | 2.98% | 2.98% | 2.98% | ||||||||||||||||||||||||||||||||
Principal amount of the debt instrument | $ 3,700,000 | |||||||||||||||||||||||||||||||||||||
Total indebtedness | $ 3,723,000 | $ 3,704,000 | $ 3,723,000 | 0 | $ 3,723,000 | 0 | $ 3,723,000 | |||||||||||||||||||||||||||||||
Midland State Bank | Sumter Valley | Senior debt - guaranteed by HUD | Senior Debt Obligations | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 3.70% | 3.70% | 3.70% | 3.70% | ||||||||||||||||||||||||||||||||||
Total indebtedness | $ 5,869,000 | $ 5,869,000 | $ 0 | $ 5,869,000 | $ 0 | $ 5,869,000 | ||||||||||||||||||||||||||||||||
Refinanced, amount | $ 5,900,000 | |||||||||||||||||||||||||||||||||||||
Private Bank | Georgetown Health | Senior debt - guaranteed by HUD | Senior Debt Obligations | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Principal amount of the debt instrument | $ 3,100,000 | |||||||||||||||||||||||||||||||||||||
Arkansas Facilities | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Number of Facilities Sold | facility | 9 | |||||||||||||||||||||||||||||||||||||
Disposal group, consideration received | $ 55,000,000 | |||||||||||||||||||||||||||||||||||||
Cash consideration | 52,000,000 | |||||||||||||||||||||||||||||||||||||
Cashless transfer of assets | 35,200,000 | |||||||||||||||||||||||||||||||||||||
Gain (loss) on disposal | 23,000,000 | |||||||||||||||||||||||||||||||||||||
Notes Receivable | Arkansas Facilities | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Financing receivable, Net | $ 3,000,000 | |||||||||||||||||||||||||||||||||||||
Peach Health Care | Variable Interest Entity, Not Primary Beneficiary | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 13.50% | |||||||||||||||||||||||||||||||||||||
Loans receivable | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||
Outstanding amount | $ 700,000 | $ 1,000,000 | $ 700,000 | $ 700,000 | $ 700,000 | |||||||||||||||||||||||||||||||||
Pending Litigation | Subsequent Event | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Number of professional and general liability cases | case | 44 | 44 | ||||||||||||||||||||||||||||||||||||
Arkansas | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Proceeds from sales of business | $ 300,000 | $ 3,400,000 | ||||||||||||||||||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 83 | |||||||||||||||||||||||||||||||||||||
Arkansas | Pending Litigation | Subsequent Event | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Number of professional and general liability cases | case | 28 | 28 | ||||||||||||||||||||||||||||||||||||
Roswell, Georgia | ||||||||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity and profitability | ||||||||||||||||||||||||||||||||||||||
Proceeds from sales of business | $ 200,000 | $ 700,000 |
RESTRICTED CASH AND INVESTMEN44
RESTRICTED CASH AND INVESTMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Restricted Cash and Investments [Abstract] | |||
Cash collateral and certificates of deposit | $ 283 | $ 260 | $ 7,687 |
Replacement reserves | 822 | 811 | 950 |
Escrow deposits | 555 | 529 | 532 |
Total current portion | 1,660 | 1,600 | 9,169 |
Restricted Cash and Investments, Noncurrent [Abstract] | |||
Restricted investments for debt obligations | 467 | 2,274 | 2,264 |
HUD and other replacement reserves | 1,688 | 1,590 | 1,294 |
Total noncurrent portion | 2,155 | 3,864 | 3,558 |
Total restricted cash and investments | $ 3,815 | $ 5,464 | $ 12,727 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)building | |
PROPERTY AND EQUIPMENT | |||
Assets of disposal group held for sale | $ 0 | $ 1,249,000 | |
Property and equipment, gross | $ 99,209,000 | 100,984,000 | 152,899,000 |
Less: accumulated depreciation and amortization expense | (20,683,000) | (21,816,000) | (26,223,000) |
Property and equipment, net | 78,526,000 | 79,168,000 | 126,676,000 |
Total depreciation and amortization | 5,300,000 | 7,300,000 | |
Total depreciation expense and amortization expense pertaining to discontinued operations | 0 | 100,000 | |
Roswell, Georgia | |||
PROPERTY AND EQUIPMENT | |||
Asset impairment charges | $ 500,000 | ||
Number of office buildings | building | 2 | ||
Wynne, Arkansas | |||
PROPERTY AND EQUIPMENT | |||
Asset impairment charges | $ 100,000 | ||
Buildings and improvements | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | $ 84,740,000 | $ 84,108,000 | 128,912,000 |
Buildings and improvements | Minimum | |||
PROPERTY AND EQUIPMENT | |||
Useful lives | 5 years | 5 years | |
Buildings and improvements | Maximum | |||
PROPERTY AND EQUIPMENT | |||
Useful lives | 40 years | 40 years | |
Equipment | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | $ 10,445,000 | $ 12,286,000 | 16,469,000 |
Equipment | Minimum | |||
PROPERTY AND EQUIPMENT | |||
Useful lives | 2 years | 2 years | |
Equipment | Maximum | |||
PROPERTY AND EQUIPMENT | |||
Useful lives | 10 years | 10 years | |
Land | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | $ 3,988,000 | $ 3,988,000 | 7,128,000 |
Construction in process | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | $ 36,000 | 602,000 | $ 390,000 |
Roswell, Georgia | Discontinued Operations, Disposed of by Sale | |||
PROPERTY AND EQUIPMENT | |||
Asset impairment charges | $ 21,000 |
Property and Equipment (Textual
Property and Equipment (Textual) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 0.7 | $ 1.2 |
INTANGIBLE ASSETS AND GOODWIL47
INTANGIBLE ASSETS AND GOODWILL (Intangibles) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Balance at the start of the period | |||||
Finite and indefinite lived intangible assets, gross | $ 32,163 | $ 32,163 | $ 45,042 | $ 45,567 | |
Finite and indefinite lived intangible assets, accumulated amortization | (7,948) | (7,610) | (8,221) | (6,906) | |
Intangible assets, net carrying amount | 24,215 | 24,553 | 36,821 | 38,661 | |
Intangible assets | |||||
Assets disposed, gross | (12,879) | (525) | |||
Assets disposed, accumulated amortization | 2,123 | 525 | |||
Amortization expense | (338) | (1,512) | (1,840) | ||
Reclassification adjustment of assets to held-for-sale, gross | 0 | ||||
Reclassification adjustment of assets to held-for-sale, accumulated amortization | 0 | ||||
Estimated amortization expense | |||||
Total | 2,587 | 2,754 | 3,420 | ||
Bed Licenses— Separable | |||||
Balance at the start of the period | |||||
Finite and indefinite lived intangible assets, gross | 2,471 | 2,471 | 2,471 | 2,471 | |
Finite and indefinite lived intangible assets, accumulated amortization | 0 | 0 | 0 | 0 | |
Intangible assets, net carrying amount | 2,471 | 2,471 | 2,471 | 2,471 | |
Intangible assets | |||||
Assets disposed, gross | 0 | 0 | |||
Assets disposed, accumulated amortization | 0 | 0 | |||
Amortization expense | 0 | 0 | 0 | ||
Reclassification adjustment of assets to held-for-sale, gross | 0 | ||||
Reclassification adjustment of assets to held-for-sale, accumulated amortization | 0 | ||||
Bed Licenses (included in property and equipment) | |||||
Balance at the start of the period | |||||
Finite and indefinite lived intangible assets, gross | 22,811 | 22,811 | 35,690 | 35,690 | |
Finite and indefinite lived intangible assets, accumulated amortization | (3,654) | (3,483) | (4,760) | (3,587) | |
Intangible assets, net carrying amount | 19,157 | 19,328 | 30,930 | 32,103 | |
Intangible assets | |||||
Assets disposed, gross | (12,879) | 0 | |||
Assets disposed, accumulated amortization | 2,123 | 0 | |||
Amortization expense | (171) | $ (300) | (846) | (1,173) | |
Reclassification adjustment of assets to held-for-sale, gross | 0 | ||||
Reclassification adjustment of assets to held-for-sale, accumulated amortization | 0 | ||||
Estimated amortization expense | |||||
2,017 | 512 | ||||
2,017 | 683 | ||||
2,018 | 683 | 683 | |||
2,019 | 683 | 683 | |||
2,020 | 683 | 683 | |||
2,021 | 683 | 683 | |||
Thereafter | 15,913 | 15,913 | |||
Total | 19,157 | 19,328 | |||
Lease Rights | |||||
Balance at the start of the period | |||||
Finite and indefinite lived intangible assets, gross | 6,881 | 6,881 | 6,881 | 7,406 | |
Finite and indefinite lived intangible assets, accumulated amortization | (4,294) | (4,127) | (3,461) | (3,319) | |
Intangible assets, net carrying amount | 2,587 | 2,754 | 3,420 | $ 4,087 | |
Intangible assets | |||||
Assets disposed, gross | 0 | (525) | |||
Assets disposed, accumulated amortization | 0 | 525 | |||
Amortization expense | (167) | $ (200) | (666) | (667) | |
Reclassification adjustment of assets to held-for-sale, gross | 0 | ||||
Reclassification adjustment of assets to held-for-sale, accumulated amortization | $ 0 | ||||
Estimated amortization expense | |||||
2,017 | 500 | ||||
2,017 | 667 | ||||
2,018 | 667 | 667 | |||
2,019 | 667 | 667 | |||
2,020 | 482 | 482 | |||
2,021 | 203 | 203 | |||
Thereafter | 68 | 68 | |||
Total | $ 2,587 | $ 2,754 |
INTANGIBLE ASSETS AND GOODWIL48
INTANGIBLE ASSETS AND GOODWILL (Change in Carrying Value) (Details) $ in Thousands | Jul. 01, 2015USD ($)bed | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2014USD ($) |
Changes in the carrying amount of goodwill | |||||
Goodwill, Gross | $ 2,945 | $ 5,023 | $ 2,945 | $ 5,023 | |
Accumulated impairment losses | (840) | (840) | (840) | (799) | |
Total | 2,105 | 4,183 | $ 2,105 | $ 4,224 | |
Impairment loss | (41) | ||||
Disposals | (2,078) | ||||
Net change during year | $ 2,078 | $ 41 | |||
Discontinued Operations, Held-for-sale or Disposed of by Sale | Bentonville, Arkansas | |||||
Goodwill [Line Items] | |||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 83 | ||||
Proceeds from sales of business | $ 3,400 | ||||
Changes in the carrying amount of goodwill | |||||
Impairment loss | $ (40) |
LEASES (Lease Information) (Det
LEASES (Lease Information) (Details) | Oct. 06, 2016USD ($) | Aug. 01, 2016USD ($) | May 10, 2016USD ($) | Feb. 05, 2016USD ($)renewal_termsubsidiary | Sep. 01, 2015USD ($)renewal_termfacility | Aug. 14, 2015USD ($) | Mar. 31, 2017USD ($)facility | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($)facility | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 09, 2015 | Aug. 01, 2015USD ($) | Jun. 11, 2015USD ($) |
Operating Leased Assets [Line Items] | ||||||||||||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 11 | 11 | ||||||||||||
Operating lease, escalation percentage, initial term, percentage | 0.03 | 0.03 | ||||||||||||
Operating lease, escalation percentage, renewal term, percentage | 0.01 | |||||||||||||
Future minimum lease payments | ||||||||||||||
2,017 | $ 8,126,000 | |||||||||||||
2,017 | $ 6,167,000 | |||||||||||||
2,018 | 8,331,000 | 8,308,000 | ||||||||||||
2,019 | 8,492,000 | 8,492,000 | ||||||||||||
2,020 | 8,671,000 | 8,671,000 | ||||||||||||
2,021 | 8,830,000 | 8,830,000 | ||||||||||||
Thereafter | 46,456,000 | 46,456,000 | ||||||||||||
Total | $ 86,947,000 | $ 88,883,000 | ||||||||||||
Number of sublease agreements executed | facility | 26 | 26 | ||||||||||||
Number of sublease agreements executed, owned by company | facility | 14 | 14 | ||||||||||||
Annual rent, per agreement | $ 20,450,000 | |||||||||||||
Expected disbursements | $ 6,900,000 | $ 700,000 | $ 13,200,000 | |||||||||||
Number of subsidiaries entered into lease agreement | subsidiary | 9 | |||||||||||||
Amount of asset purchase agreement | $ 6,850,000 | $ 6,750,000 | ||||||||||||
Number of facilities | facility | 29 | 29 | ||||||||||||
Investment to regain recertification | $ 800,000 | |||||||||||||
Proceeds from sale of property and equipment | 18,370,000 | $ 0 | ||||||||||||
Rent revenue with property under rectification | $ 1 | $ 1 | ||||||||||||
Period where rent is $1 | 3 months | 3 months | ||||||||||||
Rent discount period | 5 months | 5 months | ||||||||||||
Rent discount (percent) | 50.00% | 50.00% | ||||||||||||
Loans receivable | $ 1,000,000 | |||||||||||||
LOC fixed interest rate (percent) | 13.50% | |||||||||||||
Outstanding amount | $ 0 | |||||||||||||
Operating Leases, Future Minimum Payments Receivable [Abstract] | ||||||||||||||
2,017 | $ 15,731,000 | |||||||||||||
2,017 | 20,744,000 | |||||||||||||
2,018 | 21,825,000 | 21,824,000 | ||||||||||||
2,019 | 22,298,000 | 22,299,000 | ||||||||||||
2,020 | 22,825,000 | 22,825,000 | ||||||||||||
2,021 | 23,402,000 | 23,402,000 | ||||||||||||
Thereafter | 132,193,000 | 132,193,000 | ||||||||||||
Total | 238,274,000 | $ 243,287,000 | ||||||||||||
Short-term debt | $ 6,900,000 | |||||||||||||
Third Party Operators | ||||||||||||||
Future minimum lease payments | ||||||||||||||
Number of sublease agreements executed, owned by company | facility | 15 | 15 | ||||||||||||
Lease Ending 2020 | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 8 | |||||||||||||
Prime Lease Second Amendment | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Operating lease, increase in contract term | 7 years | |||||||||||||
Lessor fees | $ 575,000 | |||||||||||||
Period of prepaid rent | 1 month | |||||||||||||
Prepaid rent on termination of lease | $ 398,000 | |||||||||||||
Deposit | $ 500,000 | |||||||||||||
Quarterly payment, threshold for payment, in days | 10 days | |||||||||||||
Quarterly payment | $ 26,000 | |||||||||||||
Operating lease, escalation percentage, initial term, percentage | 0.020 | |||||||||||||
Operating lease, escalation percentage, renewal term, percentage | 0.025 | |||||||||||||
Future minimum lease payments | ||||||||||||||
2,017 | $ 5,300,000 | |||||||||||||
Lease Ending 2022 | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Number of skilled nursing facilities under non-cancelable operating leases | facility | 2 | |||||||||||||
Bonterra/Parkview Lease Agreement | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Operating lease, escalation percentage, renewal term, percentage | 0.375 | |||||||||||||
Renewal term (in years) | 3 years | |||||||||||||
Number of facilities subleased | facility | 2 | |||||||||||||
Operating lease renewal terms | renewal_term | 2 | |||||||||||||
Operating lease, renewal term | 12 years | |||||||||||||
Future minimum lease payments | ||||||||||||||
2,017 | $ 1,900,000 | |||||||||||||
Covington Lease Amendment | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Operating lease, escalation percentage, renewal term, percentage | 1.02 | |||||||||||||
Future minimum lease payments | ||||||||||||||
2,017 | $ 600,000 | |||||||||||||
Aria Subleases | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Operating lease, renewal term | 15 years | |||||||||||||
Future minimum lease payments | ||||||||||||||
Annual rent, per agreement | $ 4,200,000 | |||||||||||||
Skyline Lease | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Operating lease, escalation percentage, initial term, percentage | 0.025 | |||||||||||||
Renewal term (in years) | 5 years | |||||||||||||
Operating lease renewal terms | renewal_term | 2 | |||||||||||||
Future minimum lease payments | ||||||||||||||
Annual rent, per agreement | $ 5,400,000 | |||||||||||||
Initial lease term (in years) | 15 years | |||||||||||||
Amount of asset purchase agreement | $ 55,000,000 | |||||||||||||
Payments for deposits with other institutions | $ 1,800,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||
Proceeds from sale of property and equipment | 51,000,000 | 52,000,000 | ||||||||||||
Minimum | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Operating lease, escalation percentage, initial term, percentage | 0.020 | |||||||||||||
Maximum | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Operating lease, escalation percentage, initial term, percentage | 0.030 | |||||||||||||
Savannah Beach | ||||||||||||||
Future minimum lease payments | ||||||||||||||
Annual rent, per agreement | $ 300,000 | $ 300,000 | ||||||||||||
Oceanside | ||||||||||||||
Future minimum lease payments | ||||||||||||||
Annual rent, per agreement | 400,000 | 400,000 | ||||||||||||
Jeffersonville | ||||||||||||||
Future minimum lease payments | ||||||||||||||
Annual rent, per agreement | 600,000 | $ 600,000 | ||||||||||||
Variable Interest Entity, Not Primary Beneficiary | Peach Health Care | ||||||||||||||
Future minimum lease payments | ||||||||||||||
Number of facilities | facility | 3 | |||||||||||||
Loans receivable | $ 1,000,000 | |||||||||||||
LOC fixed interest rate (percent) | 13.50% | |||||||||||||
Outstanding amount | $ 1,000,000 | $ 700,000 | ||||||||||||
Operating Leases, Future Minimum Payments Receivable [Abstract] | ||||||||||||||
Short-term debt | 2,500,000 | |||||||||||||
Notes Receivable | Skyline Lease | ||||||||||||||
Future minimum lease payments | ||||||||||||||
Financing receivable, Net | $ 3,000,000 | $ 3,000,000 | ||||||||||||
Notes Receivable | HAH | ||||||||||||||
Future minimum lease payments | ||||||||||||||
Outstanding principal amount of note | $ 1,000,000 | $ 1,700,000 |
LEASES (Leased and Subleased Fa
LEASES (Leased and Subleased Facilities to Third Party Operators) (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)renewal_term | Mar. 31, 2017 | |
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 20,450 | |
Operating lease, escalation percentage, initial term, percentage | 0.03 | 0.03 |
LOC fixed interest rate (percent) | 13.50% | |
Minimum | ||
Operating Leased Assets [Line Items] | ||
Operating lease, escalation percentage, initial term, percentage | 0.020 | |
Maximum | ||
Operating Leased Assets [Line Items] | ||
Operating lease, escalation percentage, initial term, percentage | 0.030 | |
Owned Facilities | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 10,286 | |
Eaglewood ALF | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 720 | |
Operating lease, renewals | renewal_term | 1 | |
Operating lease, renewal term | 5 years | |
Eaglewood Care Center | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 720 | |
Operating lease, renewals | renewal_term | 1 | |
Operating lease, renewal term | 5 years | |
H&C of Greenfield | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 360 | |
Operating lease, renewals | renewal_term | 1 | |
Operating lease, renewal term | 5 years | |
Southland Healthcare | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 900 | |
Operating lease, renewals | renewal_term | 1 | |
Operating lease, renewal term | 5 years | |
The Pavilion Care Center | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 360 | |
Operating lease, renewals | renewal_term | 1 | |
Operating lease, renewal term | 5 years | |
Attalla Health Care | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 1,080 | |
Operating lease, renewals | renewal_term | 1 | |
Operating lease, renewal term | 5 years | |
Autumn Breeze | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 840 | |
Operating lease, renewals | renewal_term | 1 | |
Operating lease, renewal term | 5 years | |
College Park | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 600 | |
Operating lease, renewals | renewal_term | 1 | |
Operating lease, renewal term | 5 years | |
Coosa Valley Health Care | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 900 | |
Operating lease, renewals | renewal_term | 1 | |
Operating lease, renewal term | 5 years | |
Glenvue H&R | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 1,140 | |
Operating lease, renewals | renewal_term | 1 | |
Operating lease, renewal term | 5 years | |
NW Nursing Center | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 300 | |
Operating lease, renewals | renewal_term | 2 | |
Operating lease, renewal term | 5 years | |
Quail Creek | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 660 | |
Operating lease, renewals | renewal_term | 2 | |
Operating lease, renewal term | 5 years | |
Georgetown Health | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 288 | |
Operating lease, renewals | renewal_term | 2 | |
Operating lease, renewal term | 5 years | |
Mountain Trace Rehab | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 648 | |
Operating lease, renewals | renewal_term | 2 | |
Operating lease, renewal term | 5 years | |
Sumter Valley Nursing | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 770 | |
Operating lease, renewals | renewal_term | 2 | |
Operating lease, renewal term | 5 years | |
Leased Facilities | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 10,164 | |
Covington Care | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 780 | |
Operating lease, renewals | renewal_term | 1,000 | |
Operating lease, renewal term | 5 years | |
Lumber City | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 840 | |
Operating lease, renewals | renewal_term | 1,000 | |
Operating lease, renewal term | 5 years | |
LaGrange | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 960 | |
Operating lease, renewals | renewal_term | 1,000 | |
Operating lease, renewal term | 5 years | |
Thomasville N&R | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 324 | |
Operating lease, renewals | renewal_term | 1,000 | |
Operating lease, renewal term | 5 years | |
Jeffersonville | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 636 | |
Operating lease, renewals | renewal_term | 1,000 | |
Operating lease, renewal term | 5 years | |
Oceanside | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 432 | |
Operating lease, renewals | renewal_term | 1,000 | |
Operating lease, renewal term | 5 years | |
Savannah Beach | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 252 | |
Operating lease, renewals | renewal_term | 1,000 | |
Operating lease, renewal term | 5 years | |
Bonterra | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 1,020 | |
Operating lease, renewals | renewal_term | 1,000 | |
Operating lease, renewal term | 5 years | |
Parkview Manor/Legacy | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 1,020 | |
Operating lease, renewals | renewal_term | 1,000 | |
Operating lease, renewal term | 5 years | |
Powder Springs | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 2,100 | |
Operating lease, renewals | renewal_term | 1,000 | |
Operating lease, renewal term | 5 years | |
Tara | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 1,800 | |
Operating lease, renewals | renewal_term | 1,000 | |
Operating lease, renewal term | 5 years |
Accrued Expenses and Other (Det
Accrued Expenses and Other (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | |||
Accrued employee benefits and payroll related | $ 468 | $ 442 | $ 1,332 |
Real estate and other taxes | 548 | 557 | 411 |
Self-insured reserve | 6,048 | 6,924 | 221 |
Accrued interest | 263 | 251 | |
Other accrued expenses | 673 | 903 | $ 677 |
Total accrued expenses and other | $ 8,000 | $ 9,077 |
Notes Payable and Other Debt (S
Notes Payable and Other Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 74,120 | $ 82,357 | $ 125,676 |
Deferred financing costs, net | 2,099 | 2,196 | |
Unamortized discounts on bonds | (188) | (191) | (205) |
Long-term Debt | 71,833 | 79,970 | 122,759 |
Less: current portion of debt | 6,868 | 13,154 | 50,960 |
Notes payable and other debt, net of current portion | 64,965 | 66,816 | |
Senior debt—guaranteed by HUD | |||
Debt Instrument [Line Items] | |||
Long-term debt | 34,473 | 25,469 | |
Senior debt—guaranteed by USDA | |||
Debt Instrument [Line Items] | |||
Long-term debt | 22,518 | 26,463 | |
Senior debt - guaranteed by SBA | |||
Debt Instrument [Line Items] | |||
Long-term debt | 2,319 | 3,548 | |
Senior debt—bonds | |||
Debt Instrument [Line Items] | |||
Long-term debt | 7,145 | $ 7,230 | |
Senior debt—other mortgage indebtedness | |||
Debt Instrument [Line Items] | |||
Long-term debt | 5,586 | 5,639 | |
Senior Debt Obligations | Senior debt—guaranteed by HUD | |||
Debt Instrument [Line Items] | |||
Long-term debt | 34,286 | 34,473 | |
Senior Debt Obligations | Senior debt—guaranteed by USDA | |||
Debt Instrument [Line Items] | |||
Long-term debt | 20,831 | 22,518 | |
Senior Debt Obligations | Senior debt - guaranteed by SBA | |||
Debt Instrument [Line Items] | |||
Long-term debt | 2,293 | 2,319 | |
Bonds | Senior debt—bonds | |||
Debt Instrument [Line Items] | |||
Long-term debt | 7,145 | 7,145 | |
Other debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | 1,479 | 1,063 | |
Convertible debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 2,500 | $ 9,200 |
Notes Payable and Other Debt (N
Notes Payable and Other Debt (Narrative) (Details) - USD ($) | Jan. 10, 2017 | Dec. 08, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Apr. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2015 | Jul. 31, 2015 | Jun. 30, 2015 |
Debt Instrument [Line Items] | |||||||||
Total debt | $ 71,833,000 | $ 79,970,000 | |||||||
Fixed interest rate (percentage) | 18.00% | ||||||||
Long-term debt | $ 74,120,000 | $ 82,357,000 | $ 125,676,000 | ||||||
Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of deferred financing costs, percentage | 0.08% | ||||||||
Prepayment penalties percentage | 4.00% | 4.00% | |||||||
Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of deferred financing costs, percentage | 0.53% | ||||||||
Prepayment penalties percentage | 6.00% | 6.00% | |||||||
Senior debt—other mortgage indebtedness | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | $ 5,639,000 | 51,128,000 | |||||||
Long-term debt | $ 5,586,000 | $ 5,639,000 | |||||||
Senior debt—other mortgage indebtedness | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of deferred financing costs, percentage | 0.00% | ||||||||
Senior debt—other mortgage indebtedness | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of deferred financing costs, percentage | 0.86% | ||||||||
Senior debt—guaranteed by USDA | |||||||||
Debt Instrument [Line Items] | |||||||||
Annual renewal fee for the USDA guarantee (as a percent) | 0.25% | 0.25% | |||||||
Prepayment penalties declining percentage Capped | 1.00% | 1.00% | |||||||
Long-term debt | $ 22,518,000 | 26,463,000 | |||||||
Senior debt—guaranteed by USDA | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of principal amount insured (percentage) | 70.00% | 70.00% | |||||||
Senior debt—guaranteed by USDA | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of principal amount insured (percentage) | 80.00% | 80.00% | |||||||
Senior debt—bonds | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | $ 7,145,000 | 7,230,000 | |||||||
Convertible Subordinated Notes Due April 30, 2017 (Convertible Notes) | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (percentage) | 10.00% | ||||||||
Conversion of stock, purchase price per principal amount | $ 1,000 | ||||||||
Stock redeemed | $ 6,700,000 | ||||||||
Bonds | Senior debt—bonds | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of deferred financing costs, percentage | 0.26% | ||||||||
Total debt | $ 7,145,000 | 7,230,000 | |||||||
Long-term debt | $ 7,145,000 | 7,145,000 | |||||||
Other debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | $ 1,063,000 | 2,638,000 | |||||||
Long-term debt | 1,479,000 | 1,063,000 | |||||||
Other debt | South Carolina Department of Health & Human Services | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | $ 369,000 | 0 | |||||||
Fixed interest rate (percentage) | 5.75% | ||||||||
Convertible debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | 9,200,000 | $ 9,200,000 | |||||||
Fixed interest rate (percentage) | 14.00% | ||||||||
Long-term debt | $ 2,500,000 | $ 9,200,000 | |||||||
Convertible debt | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of deferred financing costs, percentage | 0.25% | 0.08% | |||||||
Convertible debt | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of deferred financing costs, percentage | 1.92% | 1.92% | |||||||
Subsequent Event | Convertible Subordinated Notes Due April 30, 2017 (Convertible Notes) | |||||||||
Debt Instrument [Line Items] | |||||||||
Stock redeemed | 6,700,000 | ||||||||
Long-term debt | $ 1,000,000 | $ 1,000,000 |
Notes Payable and Other Debt (D
Notes Payable and Other Debt (Debt Covenant Compliance) (Details) | 3 Months Ended | |
Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||
Long-term LOC | $ 0 | |
Minimum Fixed Charge Coverage Ratio, required | 1.1 | |
Minimum Fixed Charge Coverage Ratio, achieved | 0.3 | |
Debt Instrument, Financial Covenant Required, Fixed Charge Coverage Ratio, Future Requirement | 1.1 | |
Minimum Operator Occupancy, required (percentage) | 75.00% | |
Minimum Operator Occupancy, achieved (in percentage) | 70.00% | |
Debt Instrument, Financial Covenant Required, Minimum Operator Occupancy, Future Requirement | 75.00% | |
Minimum Operator EBITDAR, required | $ 563,000 | |
Minimum Operator EBITDAR, achieved | 477,000 | |
Debt Instrument, Financial Covenant Required, Minimum EBITDAR, Future Requirement | 642,000 | |
Congressional Bank | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term LOC | $ 4,401,000 |
Notes Payable and Other Debt 55
Notes Payable and Other Debt (Scheduled Maturities) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | |||
2,018 | $ 6,890 | ||
2,019 | 6,326 | $ 6,108 | |
2,020 | 1,960 | 1,844 | |
2,021 | 2,064 | 1,937 | |
2,022 | 2,161 | 2,030 | |
Thereafter | 54,719 | 57,220 | |
Subtotal | 74,120 | 82,357 | |
Less: unamortized discounts | (188) | (191) | $ (205) |
Less: deferred financing costs, net | (2,099) | (2,196) | |
Total debt | $ 71,833 | $ 79,970 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | |||
Accrued payroll related | $ 468 | $ 442 | $ 1,332 |
Real estate and other taxes | 548 | 557 | 411 |
Self-insured reserve | 6,048 | 6,924 | 221 |
Accrued interest | 251 | 484 | |
Other accrued expenses | 673 | 903 | 677 |
Total | $ 8,000 | $ 9,077 | $ 3,125 |
Discontinued Operations (Activi
Discontinued Operations (Activity of Discontinued Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net loss | $ (13,428) | $ (4,892) | ||
Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenues | $ 0 | $ 0 | ||
Cost of services | 409 | 520 | ||
Interest expense, net | 4 | 8 | ||
Net loss | $ (413) | $ (528) |
NOTES PAYABLE AND OTHER DEBT Su
NOTES PAYABLE AND OTHER DEBT Summary of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | $ 74,120 | $ 82,357 | $ 125,676 |
Deferred financing costs | (2,196) | (2,712) | |
Unamortized discounts on bonds | (188) | (191) | (205) |
Long-term Debt | 71,833 | 79,970 | 122,759 |
Less current portion | 6,868 | 13,154 | 50,960 |
Notes payable | 0 | 958 | |
Notes payable and other debt, net of current portion | 66,816 | 70,841 | |
Senior debt - guaranteed by HUD | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 34,473 | 25,469 | |
Senior debt - guaranteed by USDA | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 22,518 | 26,463 | |
Senior debt - guaranteed by SBA | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 2,319 | 3,548 | |
Senior debt Bonds, net of discount | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 7,145 | 7,230 | |
Senior Debt - Other Mortgage Indebtedness | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 5,639 | 51,128 | |
Other debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 1,063 | 2,638 | |
Convertible debt issued in 2014 | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 9,200 | $ 9,200 | |
Senior Debt Obligations | Senior debt - guaranteed by HUD | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 34,286 | 34,473 | |
Senior Debt Obligations | Senior debt - guaranteed by USDA | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | 20,831 | 22,518 | |
Senior Debt Obligations | Senior debt - guaranteed by SBA | |||
Debt Instrument [Line Items] | |||
Debt instrument, outstanding amount | $ 2,293 | 2,319 | |
Quail Creek | |||
Debt Instrument [Line Items] | |||
Less current portion | $ 4,400 | ||
Private Bank | Sumter Valley | LIBOR | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 4.25% | ||
Private Bank | Georgetown Healthcare and Rehab [Member] | LIBOR | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 4.25% | ||
Private Bank | Northridge Health | LIBOR | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 4.25% | ||
Private Bank | Woodland Hills | LIBOR | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 4.25% | ||
Private Bank | Abington Acquisition | LIBOR | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 4.25% | ||
Private Bank | Heritage Park | LIBOR | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 3.50% | ||
Private Bank | River Valley Health | LIBOR | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 3.50% | ||
Private Bank | Little Rock H&R | LIBOR | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 4.75% | ||
Congressional Bank [Member] | Quail Creek | LIBOR | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 4.75% | 4.00% | |
Metro City Bank | Attalla Health Care | Prime Rate [Member] | Senior Debt Obligations | Senior debt - guaranteed by USDA | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 1.50% | 1.50% | |
Metro City Bank | Stone County Nursing | Prime Rate [Member] | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 2.25% | ||
Metro City Bank | Coosa Valley Health Care | Prime Rate [Member] | Senior Debt Obligations | Senior debt - guaranteed by USDA | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 1.50% | 1.50% | |
Bank of Las Vegas [Member] | College Park | Prime Rate [Member] | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 2.00% | ||
Community Bank [Member] | Mountain Trace Rehab | Prime Rate [Member] | Senior Debt Obligations | Senior debt - guaranteed by USDA | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 1.75% | 1.75% | |
Bank of Atlanta [Member] | Southland Healthcare | Prime Rate [Member] | Senior Debt Obligations | Senior debt - guaranteed by USDA | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 1.50% | 1.50% | |
Bank of Atlanta [Member] | Southland Healthcare | Prime Rate [Member] | Senior Debt Obligations | Senior debt - guaranteed by SBA | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 2.25% | 2.25% | |
Square One [Member] | Homestead Manor | Prime Rate [Member] | Senior Debt Obligations | Senior debt - guaranteed by USDA | |||
Debt Instrument [Line Items] | |||
Spread on floating interest rate (as a percent) | 1.00% |
NOTES PAYABLE AND OTHER DEBT (F
NOTES PAYABLE AND OTHER DEBT (Footnotes to the Table) (Details) - USD ($) | Jan. 10, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 08, 2016 | Sep. 29, 2016 | Sep. 28, 2016 | Mar. 24, 2016 | Jul. 31, 2015 | Jun. 30, 2015 |
Debt Instrument [Line Items] | |||||||||||
Offered to repurchase debt, amount | $ 7,700,000 | ||||||||||
Principal amount of the debt instrument | $ 6,400,000 | ||||||||||
Restricted cash released | $ 3,900,000 | ||||||||||
Outstanding amount | $ 0 | ||||||||||
Notes payable | 0 | $ 958,000 | |||||||||
Total indebtedness | $ 71,833,000 | 79,970,000 | |||||||||
Fixed interest rate (as a percent) | 18.00% | ||||||||||
Deferred financing costs | $ 2,196,000 | 2,712,000 | |||||||||
Convertible Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stock redeemed or called during period, value | $ 6,700,000 | ||||||||||
Fixed interest rate (as a percent) | 10.00% | ||||||||||
Senior debt - guaranteed by USDA | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Annual renewal fee for the USDA guarantee (as a percent) | 0.25% | 0.25% | |||||||||
Prepayment penalties, annual decline capped (as a percent) | 1.00% | 1.00% | |||||||||
Senior debt—other mortgage indebtedness | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total indebtedness | $ 5,639,000 | 51,128,000 | |||||||||
Convertible debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total indebtedness | 9,200,000 | 9,200,000 | |||||||||
Fixed interest rate (as a percent) | 14.00% | ||||||||||
Senior Debt Obligations | Senior debt - guaranteed by HUD | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total indebtedness | 34,473,000 | 25,469,000 | |||||||||
Senior Debt Obligations | Senior debt - guaranteed by USDA | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total indebtedness | $ 22,518,000 | 26,463,000 | |||||||||
Contemporary Healthcare Capital Loan Agreement [Member] | Tulsa Companion Care PSA | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance of debt | 5,000,000 | ||||||||||
Fixed interest rate (as a percent) | 8.50% | ||||||||||
Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amortization of deferred financing costs (in percentage) | 0.08% | ||||||||||
Prepayment penalties percentage | 4.00% | 4.00% | |||||||||
Minimum | Senior debt - guaranteed by USDA | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of debt insured | 70.00% | 70.00% | |||||||||
Minimum | Senior debt—other mortgage indebtedness | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amortization of deferred financing costs (in percentage) | 0.00% | ||||||||||
Minimum | Convertible debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amortization of deferred financing costs (in percentage) | 0.25% | 0.08% | |||||||||
Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amortization of deferred financing costs (in percentage) | 0.53% | ||||||||||
Prepayment penalties percentage | 6.00% | 6.00% | |||||||||
Maximum | Senior debt - guaranteed by USDA | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of debt insured | 80.00% | 80.00% | |||||||||
Maximum | Senior debt—other mortgage indebtedness | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amortization of deferred financing costs (in percentage) | 0.86% | ||||||||||
Maximum | Convertible debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amortization of deferred financing costs (in percentage) | 1.92% | 1.92% | |||||||||
Midland State Bank | Georgetown Health | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount of the debt instrument | $ 3,700,000 | ||||||||||
Total indebtedness | $ 3,704,000 | $ 3,723,000 | 0 | ||||||||
Fixed interest rate (as a percent) | 2.98% | 2.98% | 2.98% | ||||||||
Midland State Bank | Sumter Valley | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Refinanced, amount | $ 5,900,000 | ||||||||||
Fixed interest rate (in percentage) | 4.71% | ||||||||||
Total indebtedness | $ 5,869,000 | 0 | |||||||||
Fixed interest rate (as a percent) | 3.70% | ||||||||||
Private Bank | Georgetown Health | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount of the debt instrument | $ 3,100,000 | ||||||||||
Private Bank | Sumter Valley | Senior debt—other mortgage indebtedness | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total indebtedness | $ 0 | $ 5,123,000 | |||||||||
Subsequent Event | Convertible Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stock redeemed or called during period, value | $ 6,700,000 | ||||||||||
Current Portion of Convertible Debt, Net | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Deferred financing costs | $ 100,000 |
NOTES PAYABLE AND OTHER DEBT 60
NOTES PAYABLE AND OTHER DEBT (Details of Long term debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Sep. 29, 2016 | Dec. 31, 2015 | Jul. 31, 2015 | Jul. 30, 2015 | Jun. 30, 2015 | Jul. 02, 2012 |
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 18.00% | ||||||||
Total indebtedness | $ 71,833 | $ 79,970 | |||||||
Convertible Subordinated Promissory Notes Issued in July 2012 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 10.00% | 10.00% | 8.00% | ||||||
Senior debt—other mortgage indebtedness | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | 5,639 | $ 51,128 | |||||||
Convertible debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 14.00% | ||||||||
Total indebtedness | $ 9,200 | 9,200 | |||||||
Convertible debt | Convertible Subordinated Promissory Notes Issued in July 2012 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 10.00% | 10.00% | |||||||
Total indebtedness | $ 1,500 | $ 1,500 | 1,500 | ||||||
Convertible debt | Convertible Debt Issued in 2015 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 10.00% | 10.00% | |||||||
Total indebtedness | $ 1,000 | $ 7,700 | 7,700 | ||||||
Other debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 1,063 | 2,638 | |||||||
Bonds | Senior debt Bonds, net of discount | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | 7,145 | 7,230 | |||||||
Senior Debt Obligations | Senior debt - guaranteed by HUD | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | 34,473 | 25,469 | |||||||
Senior Debt Obligations | Senior debt - guaranteed by USDA | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | 22,518 | 26,463 | |||||||
Senior Debt Obligations | Senior debt - guaranteed by SBA | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | 2,319 | 3,548 | |||||||
First Insurance Funding | Other debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 3.99% | 3.99% | |||||||
Total indebtedness | $ 193 | $ 20 | $ 20 | 14 | |||||
Private Bank | Sumter Valley | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate (as a percent) | 4.71% | ||||||||
Private Bank | Sumter Valley | Senior debt—other mortgage indebtedness | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 0 | 5,123 | |||||||
Private Bank | Georgetown Healthcare and Rehab [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate (as a percent) | 4.71% | ||||||||
Private Bank | Georgetown Healthcare and Rehab [Member] | Senior debt—other mortgage indebtedness | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 0 | 4,026 | |||||||
Private Bank | Northridge Health | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate (as a percent) | 5.50% | ||||||||
Private Bank | Northridge Health | Senior debt—other mortgage indebtedness | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 0 | 4,230 | |||||||
Private Bank | Woodland Hills | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate (as a percent) | 5.50% | ||||||||
Private Bank | Woodland Hills | Senior debt—other mortgage indebtedness | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 0 | 3,557 | |||||||
Private Bank | Abington Acquisition | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate (as a percent) | 5.50% | ||||||||
Private Bank | Abington Acquisition | Senior debt—other mortgage indebtedness | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 0 | 4,029 | |||||||
Private Bank | Heritage Park | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate (as a percent) | 6.00% | ||||||||
Private Bank | Heritage Park | Senior debt—other mortgage indebtedness | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 0 | 3,370 | |||||||
Private Bank | River Valley Health | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate (as a percent) | 6.00% | ||||||||
Private Bank | River Valley Health | Senior debt—other mortgage indebtedness | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 0 | 3,989 | |||||||
Private Bank | Little Rock H&R | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate (as a percent) | 6.00% | ||||||||
Private Bank | Little Rock H&R | Senior debt—other mortgage indebtedness | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 0 | 11,399 | |||||||
City of Springfield [Member] | Eaglewood Care Center | Bonds | Bonds Series A [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 7.65% | 7.65% | |||||||
Total indebtedness | $ 6,610 | $ 6,610 | 6,610 | ||||||
City of Springfield [Member] | Eaglewood Care Center | Bonds | Bond Series B [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 8.50% | 8.50% | |||||||
Total indebtedness | $ 535 | $ 535 | 620 | ||||||
Red Mortgage [Member] | The Pavilion Care Center | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 4.16% | 4.16% | |||||||
Total indebtedness | $ 1,408 | $ 1,434 | 1,534 | ||||||
Red Mortgage [Member] | H&C of Greenfield | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 4.20% | 4.20% | |||||||
Total indebtedness | $ 2,175 | $ 2,191 | 2,251 | ||||||
Midland State Bank | Sumter Valley | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 3.70% | ||||||||
Total indebtedness | $ 5,869 | 0 | |||||||
Midland State Bank | Woodland Manor | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 3.75% | 3.75% | |||||||
Total indebtedness | $ 5,419 | $ 5,447 | 5,556 | ||||||
Midland State Bank | Glenvue H&R | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 3.75% | 3.75% | |||||||
Total indebtedness | $ 8,414 | $ 8,457 | 8,628 | ||||||
Midland State Bank | Georgetown Health | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 2.98% | 2.98% | 2.98% | ||||||
Total indebtedness | $ 3,704 | $ 3,723 | 0 | ||||||
KeyBank [Member] | Other debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 0.00% | 0.00% | |||||||
Total indebtedness | $ 495 | 496 | $ 496 | 680 | |||||
KeyBank [Member] | Sumter Valley | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 3.70% | ||||||||
Total indebtedness | $ 5,851 | $ 5,869 | |||||||
KeyBank [Member] | Autumn Breeze | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 3.65% | 3.65% | |||||||
Total indebtedness | $ 7,315 | $ 7,352 | 7,500 | ||||||
Metro City Bank | Attalla Health Care | Senior Debt Obligations | Senior debt - guaranteed by USDA | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 6,335 | $ 7,189 | 7,400 | ||||||
Effective interest rate (as a percent) | 5.50% | 5.50% | |||||||
Metro City Bank | Coosa Valley Health Care | Senior Debt Obligations | Senior debt - guaranteed by USDA | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 5,712 | $ 6,483 | 6,671 | ||||||
Effective interest rate (as a percent) | 5.50% | 5.50% | |||||||
Metro City Bank | Stone County Nursing | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate (as a percent) | 6.25% | ||||||||
Metro City Bank | Stone County Nursing | Senior debt—other mortgage indebtedness | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 0 | 1,697 | |||||||
Community Bank [Member] | Mountain Trace Rehab | Senior Debt Obligations | Senior debt - guaranteed by USDA | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 4,353 | $ 4,384 | 4,507 | ||||||
Effective interest rate (as a percent) | 5.75% | 5.75% | |||||||
Bank of Atlanta [Member] | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by USDA | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 4,431 | $ 4,462 | 4,576 | ||||||
Effective interest rate (as a percent) | 6.00% | 6.00% | |||||||
Bank of Atlanta [Member] | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by SBA | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 704 | $ 708 | 728 | ||||||
Effective interest rate (as a percent) | 5.75% | 5.75% | |||||||
Square One [Member] | Homestead Manor | Senior Debt Obligations | Senior debt - guaranteed by USDA | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 0 | 3,309 | |||||||
Effective interest rate (as a percent) | 5.75% | ||||||||
CDC [Member] | College Park | Senior Debt Obligations | Senior debt - guaranteed by SBA | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 2.81% | 2.81% | |||||||
Total indebtedness | $ 1,589 | $ 1,611 | 1,697 | ||||||
CDC [Member] | Stone County Nursing | Senior Debt Obligations | Senior debt - guaranteed by SBA | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 2.42% | ||||||||
Total indebtedness | $ 0 | 1,123 | |||||||
Congressional Bank [Member] | Quail Creek | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate (as a percent) | 5.75% | 5.75% | |||||||
Congressional Bank [Member] | Quail Creek | Senior debt—other mortgage indebtedness | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 4,402 | $ 4,432 | 5,000 | ||||||
First Commercial Bank [Member] | Northwest | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate (as a percent) | 5.00% | 5.00% | |||||||
First Commercial Bank [Member] | Northwest | Senior debt—other mortgage indebtedness | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 1,184 | $ 1,207 | 1,285 | ||||||
Bank of Las Vegas [Member] | College Park | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate (as a percent) | 6.25% | ||||||||
Bank of Las Vegas [Member] | College Park | Senior debt—other mortgage indebtedness | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 0 | 2,465 | |||||||
Fidelity Bank [Member] | Hembree Property Road [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 5.50% | ||||||||
Fidelity Bank [Member] | Hembree Property Road [Member] | Senior debt—other mortgage indebtedness | |||||||||
Debt Instrument [Line Items] | |||||||||
Total indebtedness | $ 0 | 958 | |||||||
Reliant Rehabilitation [Member] | Other debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 7.00% | ||||||||
Total indebtedness | $ 0 | 944 | |||||||
Pharmacy Care of Arkansas [Member] | Other debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate (as a percent) | 2.00% | 2.00% | |||||||
Total indebtedness | $ 422 | $ 547 | $ 547 | $ 1,000 |
NOTES PAYABLE AND OTHER DEBT (C
NOTES PAYABLE AND OTHER DEBT (Credit Facilities) (Details) | Oct. 06, 2016USD ($) | Apr. 30, 2015USD ($) | May 30, 2013USD ($) | Aug. 17, 2012USD ($) | Jul. 02, 2012USD ($) | Apr. 27, 2011USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($)credit_instrument | Dec. 31, 2015USD ($) | Sep. 02, 2015USD ($) | Jun. 30, 2015USD ($) | May 14, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 24, 2014USD ($) |
Line of Credit Facility [Line Items] | ||||||||||||||
Number of Credit Facilities Outstanding | credit_instrument | 38 | |||||||||||||
Fixed interest rate (as a percent) | 18.00% | |||||||||||||
Long-term Debt | $ 71,833,000 | $ 79,970,000 | $ 122,759,000 | |||||||||||
Maximum borrowing capacity | $ 8,800,000 | |||||||||||||
Repayment of debt | $ 2,400,000 | $ 6,500,000 | ||||||||||||
Outstanding amount | 0 | |||||||||||||
Principal amount of the debt instrument | $ 6,400,000 | |||||||||||||
Contemporary Healthcare Senior Loan | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Proceeds from issuance of debt | $ 600,000 | |||||||||||||
Fixed interest rate (as a percent) | 9.00% | |||||||||||||
Gemino Northwest Credit Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 1,000,000 | |||||||||||||
Monitoring fee as a percentage of outstanding balance | 1.00% | |||||||||||||
Fee as percent of unused portion of debt | 0.50% | |||||||||||||
Repayment of debt | $ 1,000,000 | |||||||||||||
Gemino Bonterra Credit Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 2,000,000 | |||||||||||||
Repayment of debt | $ 400,000 | |||||||||||||
PrivateBank Credit Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Letters of credit | $ 400,000 | |||||||||||||
LIBOR | Gemino Northwest Credit Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Spread on floating interest rate (as a percent) | 4.75% | |||||||||||||
Minimum | LIBOR | Gemino Bonterra Credit Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Spread on floating interest rate (as a percent) | 4.75% | |||||||||||||
Maximum | LIBOR | Gemino Bonterra Credit Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Spread on floating interest rate (as a percent) | 5.00% | |||||||||||||
Promissory Note [Member] | Contemporary Healthcare Capital | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Long-term Debt | $ 200,000 | |||||||||||||
Line of Credit | Letter of Credit [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Letters of credit | $ 1,800,000 | |||||||||||||
Line of Credit | Woodland Nursing and Glenvue Nursing Credit Facility [Member] | Private Bank | Revolving Credit Facility [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 1,500,000 |
NOTES PAYABLE AND OTHER DEBT 62
NOTES PAYABLE AND OTHER DEBT (Senior Debt Guaranteed by HUD) (Details) - USD ($) | Oct. 06, 2016 | Apr. 30, 2015 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 17, 2014 | Nov. 01, 2014 | Oct. 01, 2014 | Sep. 24, 2014 |
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 8,800,000 | ||||||||||
Fixed interest rate (as a percent) | 18.00% | ||||||||||
Total indebtedness | $ 71,833,000 | $ 79,970,000 | |||||||||
Repayment of debt | $ 2,400,000 | $ 6,500,000 | |||||||||
Outstanding amount | 0 | ||||||||||
Senior Debt Obligations | Senior debt - guaranteed by HUD | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total indebtedness | $ 34,473,000 | $ 25,469,000 | |||||||||
Glenvue H&R | Midland State Bank | Senior Debt Obligations | Senior debt - guaranteed by HUD | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 8,800,000 | ||||||||||
Fixed interest rate (as a percent) | 3.75% | 3.75% | |||||||||
Total indebtedness | $ 8,414,000 | $ 8,457,000 | $ 8,628,000 | ||||||||
Subsidiaries | Secured Debt | Key Bank National Association | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 7,600,000 | ||||||||||
Subsidiaries | Eaglewood Care Center | Secured Debt | Housing and Healthcare Finance, LLC | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 5,700,000 | ||||||||||
Red Mortgage Capital, LLC and Secretary of Urban Housing and Development | Subsidiaries | Term Loan [Member] | Term Loan Dated November 27, 2007 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fixed interest rate (as a percent) | 4.16% | 5.95% | |||||||||
Red Mortgage Capital, LLC and Secretary of Urban Housing and Development | Subsidiaries | H&C of Greenfield | Term Loan [Member] | Term Loan Dated November 27, 2007 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fixed interest rate (as a percent) | 4.20% | 6.50% |
NOTES PAYABLE AND OTHER DEBT 63
NOTES PAYABLE AND OTHER DEBT (Senior Note - Guaranteed by USDA and SBA) (Details) - USD ($) $ in Thousands | Oct. 06, 2016 | Apr. 30, 2015 | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2015 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ||||||
Total indebtedness | $ 71,833 | $ 79,970 | ||||
Fixed interest rate (as a percent) | 18.00% | |||||
Repayment of debt | $ 2,400 | $ 6,500 | ||||
Senior debt - guaranteed by USDA | ||||||
Debt Instrument [Line Items] | ||||||
Annual renewal fee for the USDA guarantee (as a percent) | 0.25% | 0.25% | ||||
Prepayment penalties, annual decline capped (as a percent) | 1.00% | 1.00% | ||||
Other Senior Debt - Guaranteed by SBA | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of debt insured | 75.00% | |||||
Total indebtedness | $ 1,300 | |||||
Minimum | Senior debt - guaranteed by USDA | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of debt insured | 70.00% | 70.00% | ||||
Maximum | Senior debt - guaranteed by USDA | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of debt insured | 80.00% | 80.00% |
NOTES PAYABLE AND OTHER DEBT 64
NOTES PAYABLE AND OTHER DEBT (Senior Debt - Bonds) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2012 | Dec. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2015 | Nov. 20, 2015 | Jun. 30, 2015 | |
Debt Instrument [Line Items] | ||||||
Fixed interest rate (as a percent) | 18.00% | |||||
Unamortized discounts on bonds | $ 191 | $ 188 | $ 205 | |||
Debt instrument, outstanding amount | 82,357 | $ 74,120 | 125,676 | |||
Principal amount of the debt instrument | $ 6,400 | |||||
Senior debt Bonds, net of discount | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, outstanding amount | 7,145 | $ 7,230 | ||||
Riverchase | Series 2010 A Bonds | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of the debt instrument | 5,800 | |||||
Riverchase | Series 2010 B Bonds | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of the debt instrument | $ 500 | |||||
Riverchase | Series 2010 Bonds | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of principal amount at which debt may be required to be repurchased after May 31, 2015 | 100.00% | |||||
Effective interest rate (as a percent) | 7.90% | |||||
Eaglewood ALF | Series 2012A Bonds | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of debt | $ 6,600 | |||||
Eaglewood ALF | Series 2012B Bonds | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of debt | 600 | |||||
Eaglewood ALF | Series 2012 Bonds | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized discounts on bonds | $ 300 | |||||
Discontinued Operations, Held-for-sale or Disposed of by Sale | Omega | Riverchase Village ADK LLC | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate purchase price | $ 6,900 |
NOTES PAYABLE AND OTHER DEBT 65
NOTES PAYABLE AND OTHER DEBT (Senior Debt - Other Mortgage Indebtedness and Other Debt) (Details) | Dec. 14, 2016USD ($) | Oct. 06, 2016USD ($) | Feb. 09, 2016USD ($) | Jul. 01, 2015USD ($)bed | Apr. 30, 2015USD ($) | Apr. 03, 2015promissory_note | Feb. 27, 2015USD ($) | Feb. 25, 2015USD ($)subsidiarypromissory_note | Jan. 30, 2015USD ($) | Dec. 31, 2012USD ($) | Dec. 28, 2012USD ($)facility | May 31, 2015USD ($) | Mar. 28, 2014USD ($) | Dec. 31, 2013USD ($) | Nov. 30, 2012USD ($) | Jul. 31, 2012USD ($) | Apr. 30, 2012USD ($)facility | Jan. 31, 2012USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)subsidiary | Dec. 31, 2014 | Mar. 31, 2017USD ($) | Feb. 25, 2016USD ($) | Feb. 08, 2016USD ($) | Sep. 30, 2015USD ($) | Aug. 12, 2015USD ($) | Jun. 30, 2015USD ($) | May 01, 2015 | Mar. 31, 2015USD ($) | Feb. 01, 2015USD ($) | Feb. 01, 2014USD ($) | Sep. 27, 2013USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Maximum borrowing capacity | $ 8,800,000 | |||||||||||||||||||||||||||||||
Debt instrument, outstanding amount | $ 82,357,000 | $ 125,676,000 | $ 74,120,000 | |||||||||||||||||||||||||||||
Repayment of debt | $ 2,400,000 | $ 6,500,000 | ||||||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 18.00% | |||||||||||||||||||||||||||||||
Outstanding amount | 0 | |||||||||||||||||||||||||||||||
Principal amount of the debt instrument | $ 6,400,000 | |||||||||||||||||||||||||||||||
Long-term Debt | 79,970,000 | $ 122,759,000 | 71,833,000 | |||||||||||||||||||||||||||||
Unamortized discount current | (174,000) | |||||||||||||||||||||||||||||||
Unamortized premium current | $ 268,000 | |||||||||||||||||||||||||||||||
Quail Creek Credit Facility | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Maximum borrowing capacity | $ 5,000,000 | |||||||||||||||||||||||||||||||
Additional maturity extension period | 1 year | |||||||||||||||||||||||||||||||
Effective interest rate (as a percent) | 5.75% | |||||||||||||||||||||||||||||||
KeyBank Credit Facility | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Maximum borrowing capacity | $ 16,500,000 | |||||||||||||||||||||||||||||||
Spread on floating interest rate (as a percent) | 4.25% | |||||||||||||||||||||||||||||||
Number of subsidiaries | subsidiary | 2 | |||||||||||||||||||||||||||||||
Additional maturity extension period | 6 years | |||||||||||||||||||||||||||||||
Senior debt—other mortgage indebtedness | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, outstanding amount | $ 5,639,000 | $ 5,586,000 | ||||||||||||||||||||||||||||||
Other debt | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, outstanding amount | 1,063,000 | $ 2,638,000 | ||||||||||||||||||||||||||||||
Commercial Insurance Premium Finance Security Agreements [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 3.29% | |||||||||||||||||||||||||||||||
Debt Instrument, Increase (Decrease), Net | $ 1,000,000 | |||||||||||||||||||||||||||||||
Principal amount of the debt instrument | $ 400,000 | |||||||||||||||||||||||||||||||
First Insurance Funding | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, outstanding amount | 10,000 | |||||||||||||||||||||||||||||||
Secured Debt | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Restricted assets related to the loan | $ 2,000,000 | |||||||||||||||||||||||||||||||
Long-term Debt | $ 3,000,000 | $ 5,000,000 | ||||||||||||||||||||||||||||||
Unsecured Debt [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, outstanding amount | $ 900,000 | $ 1,000,000 | ||||||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 7.00% | 2.00% | ||||||||||||||||||||||||||||||
Contemporary Healthcare Capital Loan Agreement [Member] | Tulsa Companion Care PSA | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 5,000,000 | |||||||||||||||||||||||||||||||
Final payment required | $ 5,000,000 | |||||||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 8.50% | |||||||||||||||||||||||||||||||
Woodland Manor | Mortgage Notes | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 4,800,000 | |||||||||||||||||||||||||||||||
Little Rock, Northridge and Woodland Hills | Loan agreement with Private Bank | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, outstanding amount | $ 11,800,000 | |||||||||||||||||||||||||||||||
Effective interest rate (as a percent) | 5.50% | |||||||||||||||||||||||||||||||
Restricted assets related to the loan | $ 2,000,000 | |||||||||||||||||||||||||||||||
Outstanding amount | 12,000,000 | |||||||||||||||||||||||||||||||
Stone County Nursing | Metro City Bank Loan 2 | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Restricted assets related to the loan | $ 100,000 | |||||||||||||||||||||||||||||||
Prepayment penalties, annual decline (as a percent) | 1.00% | |||||||||||||||||||||||||||||||
Prepayment penalties, annual decline capped (as a percent) | 10.00% | |||||||||||||||||||||||||||||||
Principal amount of the debt instrument | $ 1,800,000 | |||||||||||||||||||||||||||||||
Stone County Nursing | Metro City Bank Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, outstanding amount | 1,700,000 | |||||||||||||||||||||||||||||||
Glenvue Acquisition | Loan agreement with Private Bank | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 6,600,000 | |||||||||||||||||||||||||||||||
Abington Acquisition | Metro City Bank Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Repayment of debt | $ 3,400,000 | |||||||||||||||||||||||||||||||
Northwest | First Commercial Bank promissory note | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, outstanding amount | 1,300,000 | |||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 1,500,000 | |||||||||||||||||||||||||||||||
ADK Hembree Road Property LLC | Fidelity Bank promissory note | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, outstanding amount | 1,000,000 | |||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 1,100,000 | |||||||||||||||||||||||||||||||
Arkansas | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Monthly principal and interest payments | $ 200,000 | |||||||||||||||||||||||||||||||
Number of skilled nursing facilities securing loan | facility | 3 | |||||||||||||||||||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 83 | |||||||||||||||||||||||||||||||
Proceeds from sales of business | $ 300,000 | $ 3,400,000 | ||||||||||||||||||||||||||||||
Arkansas | Little Rock, Northridge and Woodland Hills | Loan agreement with Private Bank | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Spread on floating interest rate (as a percent) | 4.00% | |||||||||||||||||||||||||||||||
Debt instrument, outstanding amount | $ 11,400,000 | |||||||||||||||||||||||||||||||
Effective interest rate (as a percent) | 6.00% | |||||||||||||||||||||||||||||||
Restricted assets related to the loan | $ 2,100,000 | |||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 21,800,000 | |||||||||||||||||||||||||||||||
Final payment required | $ 13,700,000 | |||||||||||||||||||||||||||||||
Variable interest rate floor (as a percent) | 6.00% | |||||||||||||||||||||||||||||||
Number of skilled nursing facilities acquired | facility | 3 | |||||||||||||||||||||||||||||||
Glencoe, Alabama | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, outstanding amount | 5,000,000 | |||||||||||||||||||||||||||||||
Restricted assets related to the loan | $ 100,000 | |||||||||||||||||||||||||||||||
Metro City Bank | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Repayment of debt | $ 9,000,000 | |||||||||||||||||||||||||||||||
Metro City Bank | Sumter Valley and Georgetown | Secured Debt | Revolving credit facilities and lines of credit | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Maximum borrowing capacity | $ 9,000,000 | $ 6,900,000 | ||||||||||||||||||||||||||||||
Metro City Bank | Sumter Valley and Georgetown | Secured Debt | Revolving credit facilities and lines of credit | Prime Rate [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Spread on floating interest rate (as a percent) | 1.50% | |||||||||||||||||||||||||||||||
Private Bank | Little Rock Northridge and Woodland Hills and Abington Place Health and Rehab Center | Secured Debt | Revolving credit facilities and lines of credit | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Maximum borrowing capacity | $ 12,000,000 | |||||||||||||||||||||||||||||||
Spread on floating interest rate (as a percent) | 4.25% | |||||||||||||||||||||||||||||||
Number of wholly owned subsidiaries that entered into the loan agreement | subsidiary | 3 | |||||||||||||||||||||||||||||||
Private Bank | Sumter Valley and Georgetown | Secured Debt | Revolving credit facilities and lines of credit | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Maximum borrowing capacity | $ 9,300,000 | |||||||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 4.70% | |||||||||||||||||||||||||||||||
Outstanding amount | $ 9,100,000 | |||||||||||||||||||||||||||||||
Private Bank | Bentonville, Heritage Park, and River Valley [Member] | Loans Payable [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Management Fees, Percentage of Operator Gross Income | 5.00% | |||||||||||||||||||||||||||||||
KeyBank [Member] | Promissory note | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Number of Promissory Notes | promissory_note | 4 | |||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 700,000 | |||||||||||||||||||||||||||||||
Amended KeyBank Promissory Notes [Member] | Promissory note | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Number of Promissory Notes | promissory_note | 5 | |||||||||||||||||||||||||||||||
Extinguishment of Debt, Amount | $ 200,000 | |||||||||||||||||||||||||||||||
Interest Rate Floor [Member] | Quail Creek Credit Facility | One Month LIBOR | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Spread on floating interest rate (as a percent) | 5.75% | |||||||||||||||||||||||||||||||
Maximum | Metro City Bank | Sumter Valley and Georgetown | Secured Debt | Revolving credit facilities and lines of credit | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Effective interest rate (as a percent) | 5.50% |
NOTES PAYABLE AND OTHER DEBT 66
NOTES PAYABLE AND OTHER DEBT (Convertible Debt) (Details) $ / shares in Units, $ in Thousands | Jan. 10, 2017USD ($) | Oct. 06, 2016USD ($) | Jul. 31, 2015USD ($)day$ / shares | Jul. 30, 2015USD ($)day$ / shares | Apr. 30, 2015USD ($) | Mar. 31, 2015USD ($)$ / shares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($) | Apr. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 08, 2016 | Jul. 29, 2015$ / shares | Jun. 30, 2015USD ($) | May 05, 2015 | Mar. 28, 2014 | Dec. 31, 2012$ / shares | Oct. 22, 2012 | Jul. 02, 2012USD ($)$ / shares |
Debt Instrument [Line Items] | ||||||||||||||||||||
Fixed interest rate (as a percent) | 18.00% | |||||||||||||||||||
Loss on extinguishment of debt | $ 185 | $ (680) | ||||||||||||||||||
Proceeds from convertible debt | 0 | 2,049 | ||||||||||||||||||
Maximum borrowing capacity | $ 8,800 | |||||||||||||||||||
Repayment of debt | $ 2,400 | $ 6,500 | ||||||||||||||||||
Convertible debt repaid | $ 6,500 | |||||||||||||||||||
Notes Reduction, 2014 Notes Surrendered and Cancelled in Payment for 2015 Notes | $ 5,700 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 6,400 | |||||||||||||||||||
Debt instrument, outstanding amount | 82,357 | 125,676 | $ 74,120 | |||||||||||||||||
Convertible debt issued in 2010 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock dividend (as a percent) | 5.00% | |||||||||||||||||||
Subordinated Convertible Notes Issued in 2011 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock dividend (as a percent) | 5.00% | |||||||||||||||||||
Subordinated convertible debt | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Proceeds from issuance of debt | $ 7,500 | |||||||||||||||||||
Fixed interest rate (as a percent) | 10.00% | 10.00% | 8.00% | |||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 4.25 | $ 4.25 | $ 3.97 | $ 4.17 | $ 3.97 | |||||||||||||||
Stock dividend (as a percent) | 5.00% | |||||||||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | day | 60 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 1,500 | $ 1,500 | $ 6,400 | |||||||||||||||||
Convertible Subordinated Promissory Notes Issued in March 2014 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fixed interest rate (as a percent) | 10.00% | |||||||||||||||||||
Debt instrument, outstanding amount | $ 9,200 | $ 9,200 | ||||||||||||||||||
Convertible Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fixed interest rate (as a percent) | 10.00% | |||||||||||||||||||
Stock redeemed or called during period, value | $ 6,700 | |||||||||||||||||||
Anthony Cantone and Cantone Asset Management LLC | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Repayment of debt | $ 4,800 | |||||||||||||||||||
Ownership percentage | 5.00% | |||||||||||||||||||
Debt Instrument, Face Amount | $ 1,500 | |||||||||||||||||||
Convertible debt | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fixed interest rate (as a percent) | 14.00% | |||||||||||||||||||
Debt instrument, outstanding amount | $ 9,200 | $ 2,500 | ||||||||||||||||||
Convertible debt | Subordinated convertible debt | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fixed interest rate (as a percent) | 10.00% | 10.00% | ||||||||||||||||||
Convertible debt | Convertible Subordinated Promissory Notes Issued in 2012 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fixed interest rate (as a percent) | 10.00% | 8.00% | ||||||||||||||||||
Convertible debt | Convertible note issued in 2015 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fixed interest rate (as a percent) | 10.00% | |||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 4.25 | $ 4.25 | $ 3.97 | |||||||||||||||||
Percentage of the conversion price that the weighted average price of the entity's common stock must exceed in order for the notes to be convertible | 150.00% | 125.00% | ||||||||||||||||||
Number of days written notice to prepay convertible debt ( period in days) | 60 days | |||||||||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | day | 10 | |||||||||||||||||||
Debt Instrument, Subscription Accepted Not Funded, Face Amount | 800 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 6,000 | $ 1,700 | ||||||||||||||||||
Debt Instrument, Face Amount With Extended Maturity Date | $ 1,500 | |||||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 115.00% | |||||||||||||||||||
Debt instrument, outstanding amount | $ 7,700 | |||||||||||||||||||
Convertible debt | 2015 Convertible Subordinated Notes Subscription Agreement [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 8,500 | |||||||||||||||||||
Subsequent Event | Convertible Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, outstanding amount | 1,000 | $ 1,000 | ||||||||||||||||||
Stock redeemed or called during period, value | $ 6,700 |
DISCONTINUED OPERATIONS (Narrat
DISCONTINUED OPERATIONS (Narrative) (Details) $ in Thousands | Oct. 06, 2016USD ($)bed | Jul. 28, 2016USD ($)building | Apr. 25, 2016USD ($) | Feb. 09, 2016USD ($) | Nov. 20, 2015USD ($) | Oct. 30, 2015USD ($) | Jul. 01, 2015USD ($)bed | Jun. 11, 2015USD ($)bed | May 15, 2015USD ($) | Apr. 30, 2015USD ($) | Apr. 29, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2017USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Net loss | $ (13,428) | $ (4,892) | ||||||||||||
Proceeds from sale of property and equipment | 18,370 | 0 | ||||||||||||
Interest rate of notes receivable (percent) | 10.00% | |||||||||||||
Note Receivable, increase in stated interest rate (in percentage) | 2.00% | |||||||||||||
Debt instrument, outstanding amount | 82,357 | $ 125,676 | $ 74,120 | |||||||||||
Repayment of debt | $ 2,400 | $ 6,500 | ||||||||||||
Bentonville Purchaser | Bentonville | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from sales of business | $ 3,400 | |||||||||||||
Gain on sale of business | $ 300 | |||||||||||||
Discontinued Operations, Disposed of by Sale | Gracewood Manor, LLC | Tulsa Companion Care PSA | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from sales of business | $ 400 | $ 3,500 | ||||||||||||
Disposal group, consideration received | 3,500 | |||||||||||||
Gain on sale of business | $ 100 | |||||||||||||
Discontinued Operations, Held-for-sale or Disposed of by Sale | Omega | Riverchase Village ADK LLC | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Gain on sale of business | $ 800 | |||||||||||||
Number of units (beds) | bed | 105 | |||||||||||||
Aggregate purchase price | $ 6,900 | |||||||||||||
Repayment of debt | $ 200 | |||||||||||||
Discontinued Operations, Held-for-sale | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets held for sale | building | 1 | |||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Arkansas Facilities | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Disposal group, consideration received | 55,000 | |||||||||||||
Net loss | $ 900 | |||||||||||||
Payments for deposits with other institutions | 1,800 | |||||||||||||
Proceeds from sale of property and equipment | $ 50,200 | |||||||||||||
Arkansas | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from sales of business | $ 300 | $ 3,400 | ||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 83 | |||||||||||||
Roswell, Georgia | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from sales of business | $ 200 | $ 700 | ||||||||||||
Gain on disposition of property plant equipment | $ 200 | |||||||||||||
Fort Smith, Arkansas | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Arkansas Facilities | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 129 | |||||||||||||
Rogers, Arkansas | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Arkansas Facilities | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 110 | |||||||||||||
Stamps, Arkansas | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Arkansas Facilities | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 104 | |||||||||||||
Mountain View, Arkansas | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Arkansas Facilities | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 97 | |||||||||||||
Capacity of assisted living facility (in numbers of bed) | bed | 32 | |||||||||||||
North Little Rock, Arkansas | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Arkansas Facilities | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 140 | |||||||||||||
Little Rock Health & Rehabilitation | Little Rock, Arkansas | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Arkansas Facilities | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 154 | |||||||||||||
Woodland Hills Health & Rehabilitation | Little Rock, Arkansas | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Arkansas Facilities | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 140 | |||||||||||||
Cumberland H&R | Little Rock, Arkansas | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Arkansas Facilities | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Capacity of skilled nursing facility (in numbers of bed) | bed | 120 | |||||||||||||
Notes Receivable | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Arkansas Facilities | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Financing receivable, Net | $ 3,000 | |||||||||||||
Subordinated Debt | Purchaser of Arkansas Facilities | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Principal amount | 6,000 | |||||||||||||
Debt instrument, outstanding amount | $ 45,600 |
DISCONTINUED OPERATIONS (Summar
DISCONTINUED OPERATIONS (Summary of activity of discontinued operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net loss | $ (13,428) | $ (4,892) |
Income tax expense | 0 | (251) |
Home health business | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total revenues | 0 | 87,920 |
Cost of services | 12,411 | 89,783 |
Interest expense, net | 41 | 1,510 |
Income tax expense | 0 | 251 |
Gain on disposal of assets | $ 0 | $ 1,251 |
DISCONTINUED OPERATIONS (Assets
DISCONTINUED OPERATIONS (Assets and Liabilities Held for Sale) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets and liabilities of the disposal groups held for sale | ||
Assets of disposal group held for sale | $ 0 | $ 1,249 |
Notes payable | 0 | 958 |
Liabilities of disposal group held for sale | 0 | 958 |
Home health business | ||
Assets and liabilities of the disposal groups held for sale | ||
Property and equipment, net | 0 | 1,249 |
Assets of disposal group held for sale | 0 | 1,249 |
Notes payable | 0 | 958 |
Liabilities of disposal group held for sale | $ 0 | $ 958 |
COMMON AND PREFERRED STOCK (Det
COMMON AND PREFERRED STOCK (Details) - USD ($) | Nov. 17, 2016 | Dec. 31, 2015 | Oct. 31, 2015 | Sep. 30, 2015 | Jul. 31, 2015 | Jul. 21, 2015 | Jun. 30, 2015 | Jun. 02, 2015 | Apr. 30, 2015 | Apr. 13, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Nov. 07, 2012 | Dec. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 01, 2017 | Nov. 30, 2016 |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Dividends paid, preferred stock (in dollars per share) | $ 0.68 | $ 0.68 | $ 0.68 | $ 0.68 | $ 0.68 | $ 0.68 | $ 0.68 | $ 0.68 | $ 2.72 | $ 2.72 | |||||||||||||||||||
Preferred stock, shares outstanding | 2,426,930 | 106,796 | 43,204 | 186,905 | 950,000 | 2,761,535 | 2,762,000 | 2,761,535 | 2,426,930 | 2,761,535 | 2,426,930 | 950,000 | 2,761,535 | ||||||||||||||||
Preferred stock, shares issued | 2,426,930 | 313,695 | 588,235 | 575,000 | 950,000 | 2,761,535 | 2,762,000 | 2,761,535 | 106,796 | 43,204 | 186,905 | 2,426,930 | 2,761,535 | 2,426,930 | 950,000 | 2,761,535 | |||||||||||||
Proceeds from offerings | $ 6,736,000 | $ 14,105,000 | $ 13,481,000 | $ 0 | $ 2,233,000 | $ 870,000 | $ 3,677,000 | $ 61,446,000 | $ 54,714,000 | $ 20,392,000 | |||||||||||||||||||
Stock repurchase program (in shares) | (118,199) | (2,300) | (150,000) | ||||||||||||||||||||||||||
Payments for Repurchase of Equity | $ (48,000) | ||||||||||||||||||||||||||||
Shares issued, price (in dollars per share) | $ 25.50 | $ 25.75 | |||||||||||||||||||||||||||
Amount of net proceeds | $ 0 | $ 3,677,000 | 6,780,000 | 34,323,000 | |||||||||||||||||||||||||
Stock repurchased, average cost per share | $ 1.54 | $ 2.05 | |||||||||||||||||||||||||||
Stock Repurchased During Period, Value | $ 187,000 | $ 300,000 | 523,000 | ||||||||||||||||||||||||||
Dividends paid, common stock | $ 1,193,000 | $ 1,093,000 | $ 990,000 | $ 3,276,000 | |||||||||||||||||||||||||
Dividends paid, common stock (in dollars per share) | $ 0.060 | $ 0.055 | $ 0.050 | $ 0.165 | |||||||||||||||||||||||||
Dividends paid, preferred stock | $ 1,878,000 | $ 1,879,000 | $ 1,801,000 | $ 1,777,000 | $ 1,627,000 | $ 1,498,000 | $ 1,437,000 | $ 646,000 | $ 7,335,000 | $ 5,208,000 | |||||||||||||||||||
Number of shares authorized to be repurchased | 500,000 | ||||||||||||||||||||||||||||
Series A Preferred Stock | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Liquidation preference per share (in dollars per share) | $ 25 | ||||||||||||||||||||||||||||
Dividends paid, preferred stock (in dollars per share) | $ 0.68 | ||||||||||||||||||||||||||||
Dividend rate | 10.875% | ||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 2,761,535 | ||||||||||||||||||||||||||||
Preferred stock, shares issued | 313,695 | 588,235 | 575,000 | 336,905 | 650,600 | 336,905 | 313,695 | 336,905 | 313,695 | 336,905 | |||||||||||||||||||
Proceeds from offerings | $ 6,800,000 | $ 13,500,000 | |||||||||||||||||||||||||||
Stock repurchase program (in shares) | (2,300) | (2,300) | |||||||||||||||||||||||||||
Shares issued, price (in dollars per share) | $ 22.11 | $ 25.50 | $ 25.75 | $ 22.11 | $ 22.11 | ||||||||||||||||||||||||
Preferred stock, agreement to sell shares (up to) | 800,000 | ||||||||||||||||||||||||||||
Amount of net proceeds | $ 13,500,000 | $ 6,700,000 | $ 6,700,000 | ||||||||||||||||||||||||||
Stock repurchased, average cost per share | $ 20.97 | $ 20.97 | $ 20.06 | ||||||||||||||||||||||||||
Stock Repurchased During Period, Value | $ 48,000 | $ 48,000 | |||||||||||||||||||||||||||
Number of shares authorized to be repurchased | 100,000 | ||||||||||||||||||||||||||||
Shares of Common Stock | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock repurchase program (in shares) | (133,316) | ||||||||||||||||||||||||||||
Stock repurchased, average cost per share | $ 1.54 | ||||||||||||||||||||||||||||
Number of shares authorized to be repurchased | 1,000,000 | ||||||||||||||||||||||||||||
November 2015 Plan | Shares of Common Stock | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock repurchase program (in shares) | (150,000) | ||||||||||||||||||||||||||||
Stock repurchased, average cost per share | $ 2.05 | ||||||||||||||||||||||||||||
Stock Repurchased During Period, Value | $ 200,000 | ||||||||||||||||||||||||||||
Number of shares authorized to be repurchased | 500,000 | 500,000 | 500,000 | 500,000 | |||||||||||||||||||||||||
November 2016 Plan | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ (48,000) | ||||||||||||||||||||||||||||
November 2016 Plan | Series A Preferred Stock | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock repurchase program (in shares) | (2,300) | ||||||||||||||||||||||||||||
Stock Repurchased During the Period, Value, Weighted Average Price Per Share | $ 20.97 | ||||||||||||||||||||||||||||
November 2016 Plan | Shares of Common Stock | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock repurchase program (in shares) | (133,316) | ||||||||||||||||||||||||||||
Stock Repurchased During Period, Value | $ 300,000 | ||||||||||||||||||||||||||||
Stock Repurchased During the Period, Value, Weighted Average Price Per Share | $ 1.54 | ||||||||||||||||||||||||||||
Forecast | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Liquidation preference per share (in dollars per share) | $ 25 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) $ in Thousands | May 15, 2017case | Mar. 31, 2017USD ($) | Mar. 24, 2017case | Dec. 31, 2016USD ($) | Oct. 27, 2016USD ($) | Dec. 31, 2015USD ($) | Feb. 28, 2014USD ($) |
Loss Contingencies [Line Items] | |||||||
Allowance for litigation | $ 6,048 | $ 6,924 | $ 221 | ||||
Ohio Attorney General Action | |||||||
Loss Contingencies [Line Items] | |||||||
Estimate of possible loss | $ 1,000 | ||||||
Pending Litigation | Subsequent Event | |||||||
Loss Contingencies [Line Items] | |||||||
Number of claims | case | 44 | 44 | |||||
Arkansas | Pending Litigation | Subsequent Event | |||||||
Loss Contingencies [Line Items] | |||||||
Number of claims | case | 28 | 28 | |||||
Minimum | Ohio Attorney General Action | |||||||
Loss Contingencies [Line Items] | |||||||
Estimate of possible loss | $ 5,000 | ||||||
Maximum | Ohio Attorney General Action | |||||||
Loss Contingencies [Line Items] | |||||||
Estimate of possible loss | $ 10,000 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | ||||||
Jan. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Mar. 27, 2014 | Apr. 09, 2010 | |
Related Party Transaction [Line Items] | |||||||
Debt instrument, face amount | $ 6,400,000 | ||||||
Vice Chairman | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of ownership (percentage) | 5.00% | ||||||
Notes payable, related party | $ 268,663 | ||||||
Convertible Subordinated Promissory Notes Issued in March 2015 | Convertible Notes Payable | Park City Capital Offshore Master, Ltd | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, face amount | $ 1,000,000 | ||||||
Percentage of ownership (percentage) | 5.00% | ||||||
Convertible Subordinated Promissory Notes Issued in March 2015 | Convertible Notes Payable | Christopher L. Doucet and Suzette A. Doucet | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, face amount | $ 250,000 | ||||||
Extinguishment of debt | $ 250,000 | ||||||
Convertible Subordinated Promissory Notes Issued in March 2014 | Convertible Notes Payable | Park City Capital Offshore Master, Ltd | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of ownership (percentage) | 5.00% | 5.00% |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2016USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2016USD ($)stock_plan$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Compensation Expense | $ 234,000 | $ 480,000 | $ 1,133,000 | $ 942,000 | ||
Weighted average significant assumptions used to estimate the fair value | ||||||
Dividend Yield (as a percent) | 0.00% | 0.00% | ||||
Expected Volatility (as a percent) | 0.00% | 41.00% | ||||
Risk-Free Interest Rate (as a percent) | 0.00% | 1.43% | ||||
Expected Term | 5 years | |||||
Additional disclosure | ||||||
Number of securities remaining available for future issuance | shares | 463,190 | 438,110 | ||||
Weighted average grant date fair value of options granted (in dollars per share) | $ / shares | $ 2.07 | |||||
Unrecognized compensation expense | $ 47,500 | |||||
Period of recognition of compensation expense | 11 months 30 days | |||||
Total intrinsic value of options exercised | $ 0 | 20,000 | ||||
Options forfeited (in shares) | shares | 21,000 | |||||
Total intrinsic value of common stock warrants | $ 100,000 | 400,000 | ||||
2011 plan | ||||||
Additional disclosure | ||||||
Number of employee stock option plans | stock_plan | 2 | |||||
Maximum number of shares of the company's stock that may be issued | shares | 2,027,393 | 2,027,393 | ||||
Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Compensation Expense | $ 178,000 | $ 442,000 | $ 669,000 | $ 1,018,000 | ||
Nonemployee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Compensation Expense | 56,000 | 38,000 | $ 115,000 | $ 273,000 | ||
Warrant | ||||||
Additional disclosure | ||||||
Unrecognized compensation expense | $ 200,000 | |||||
Period of recognition of compensation expense | 8 months 29 days | |||||
Warrants granted (in dollars per share) | $ / shares | $ 0 | $ 0 | $ 4.25 | |||
Warrant | Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Compensation Expense | $ 60,000 | 85,000 | 196,000 | $ 278,000 | ||
Additional disclosure | ||||||
Weighted average grant date fair value of options granted (in dollars per share) | $ / shares | $ 0.85 | |||||
Unrecognized compensation expense | $ 300,000 | |||||
Period of recognition of compensation expense | 11 months 30 days | |||||
Warrant | Nonemployee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Compensation Expense | $ 0 | $ 0 | ||||
Stock options | ||||||
Additional disclosure | ||||||
Unrecognized compensation expense | $ 40,000 | |||||
Period of recognition of compensation expense | 8 months 1 day | |||||
Stock options | Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Compensation Expense | $ 0 | 111,000 | 42,000 | $ 112,000 | ||
Stock options | Nonemployee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Compensation Expense | 12,000 | 12,000 | ||||
Stock options | Warrant | Employee | ||||||
Weighted average significant assumptions used to estimate the fair value | ||||||
Dividend Yield (as a percent) | 0.00% | 4.80% | ||||
Expected Volatility (as a percent) | 40.90% | 38.60% | ||||
Risk-Free Interest Rate (as a percent) | 1.43% | 1.09% | ||||
Expected Term | 5 years | 3 years 11 months | ||||
Restricted stock | ||||||
Additional disclosure | ||||||
Unrecognized compensation expense | $ 700,000 | $ 900,000 | ||||
Period of recognition of compensation expense | 2 years 8 months 31 days | 2 years 9 months 21 days | ||||
Shares granted (in shares) | shares | 0 | 305,000 | 204,000 | |||
Options forfeited (in shares) | shares | 3,000 | 12,000 | ||||
Shares granted (in dollars per share) | $ / shares | $ 0 | $ 1.93 | $ 4.05 | |||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 2.91 | $ 2.84 | $ 4.19 | $ 3.68 | ||
Restricted stock | Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Compensation Expense | $ 118,000 | 246,000 | ||||
Restricted stock | Nonemployee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Compensation Expense | $ 44,000 | $ 26,000 | ||||
Restricted stock issued to Executives | Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Compensation Expense | $ 431,000 | $ 628,000 | ||||
Restricted stock issued to BOD | Nonemployee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Compensation Expense | 65,000 | $ 224,000 | ||||
Stock options issued to BOD | Nonemployee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total Compensation Expense | $ 50,000 | $ 49,000 |
STOCK BASED COMPENSATION (Stock
STOCK BASED COMPENSATION (Stock Option Activity) (Details) - Stock options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Beginning balance (shares) | 355 | 267 | 935 |
Granted (shares) | 0 | 141 | 0 |
Exercised (shares) | 0 | (13) | |
Forfeited (shares) | 0 | (8) | (535) |
Expired (shares) | (22) | (45) | (120) |
Ending balance (shares) | 333 | 355 | 267 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Beginning balance (usd per share) | $ 3.21 | $ 3.96 | $ 4.91 |
Granted (usd per share) | 0 | 2.07 | 0 |
Exercised (usd per share) | 0 | 2.35 | |
Forfeited (usd per share) | 0 | 4.06 | 5.63 |
Expired (usd per share) | 3.93 | 3.86 | 4.10 |
Ending balance (usd per share) | $ 3.17 | $ 3.21 | $ 3.96 |
Additional disclosures | |||
Outstanding - weighted average remaining contract life | 4 years 9 months 1 day | 5 years 6 months 20 days | 6 years 10 months 24 days |
Outstanding aggregate intrinsic value | $ 0 | $ 0 | $ 2 |
Shares vested as of year end (in shares) | 298 | 320 | 184 |
Shares vested as of year end (in dollars per share) | $ 3.08 | $ 3.14 | $ 3.96 |
Share vested, weighted average remaining contractual life | 4 years 6 months | 5 years 3 months 20 days | 6 years 1 month 6 days |
Shares vested, aggregate intrinsic value | $ 0 | $ 0 | $ 2 |
Exercisable at the end of the period (in shares) | 355 | 264 | |
Exercisable at the end of the period (in dollars per share) | $ 3.21 | $ 3.96 | |
Weighted average remaining contractual term, exercisable ( in years) | 5 years 6 months 20 days | 6 years 10 months 24 days | |
Exercisable at year end, aggregate intrinsic value | $ 0 | $ 2 |
STOCK BASED COMPENSATION (Exerc
STOCK BASED COMPENSATION (Exercise price range) (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding, number (shares) | 333 | 355,000 |
Stock options outstanding, weighted average remaining contractual term (in years) | 4 years 9 months 24 days | 5 years 6 months 22 days |
Stock options outstanding, weighted average exercise price (usd per share) | $ 3.17 | $ 3.21 |
Options exercisable, vested and exercisable (shares) | 298 | 320,000 |
Options exercisable, weighted average exercise price (usd per share) | $ 3.08 | $ 3.14 |
$1.31 - $3.99 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding, number (shares) | 268 | 290,000 |
Stock options outstanding, weighted average remaining contractual term (in years) | 4 years 4 months 24 days | 5 years 3 months 15 days |
Stock options outstanding, weighted average exercise price (usd per share) | $ 2.93 | $ 3.01 |
Options exercisable, vested and exercisable (shares) | 233 | 255,000 |
Options exercisable, weighted average exercise price (usd per share) | $ 2.79 | $ 2.89 |
Exercise price, maximum (usd per share) | 3.99 | 3.99 |
Exercise price, minimum (usd per share) | $ 1.31 | $ 1.31 |
$4.00 - $4.30 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding, number (shares) | 65 | 65,000 |
Stock options outstanding, weighted average remaining contractual term (in years) | 6 years 5 months 1 day | 6 years 8 months 23 days |
Stock options outstanding, weighted average exercise price (usd per share) | $ 4.12 | $ 4.12 |
Options exercisable, vested and exercisable (shares) | 65 | 65,000 |
Options exercisable, weighted average exercise price (usd per share) | $ 4.12 | $ 4.12 |
Exercise price, maximum (usd per share) | 4.30 | 4.30 |
Exercise price, minimum (usd per share) | $ 4 | $ 4 |
STOCK BASED COMPENSATION (Warra
STOCK BASED COMPENSATION (Warrants Activity) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding at the beginning of the period (in shares) | 1,887 | |||
Expired (in shares) | 0 | (196) | ||
Outstanding at the end of the period (in shares) | 1,887 | |||
Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding at the beginning of the period (in shares) | 1,887 | 2,051 | 2,716 | |
Granted (in shares) | 0 | 0 | 275 | |
Exercised (in shares) | (109) | (519) | ||
Forfeited (in shares) | 0 | 0 | (225) | |
Expired (in shares) | (55) | |||
Outstanding at the end of the period (in shares) | 1,887 | 1,887 | 2,051 | 2,716 |
Outstanding at the beginning of the period (in dollars per share) | $ 3.58 | $ 3.46 | $ 3.45 | |
Granted (in dollars per share) | 0 | 0 | 4.25 | |
Exercised (in dollars per share) | 1.04 | $ 3.43 | ||
Expired (in dollars per share) | 0 | 4.08 | 3.91 | |
Forfeited (in dollars per share) | 0 | 0 | 4.04 | |
Outstanding at the end of the period (in dollars per share) | $ 3.58 | $ 3.58 | $ 3.46 | $ 3.45 |
Weighted average remaining contractual term (in years) | 3 years 9 months | 4 years 1 month | 4 years 8 months 12 days | |
Aggregate intrinsic value (in dollars) | $ 6 | $ 11 | $ 305 | |
Vested (shares) | 1,604 | 1,604 | 1,576 | |
Vested (in dollars per share) | $ 3.44 | $ 3.44 | $ 3.19 | |
Weighted average remaining contract life, vested (in years) | 3 years 1 month 6 days | 3 years 4 months | 3 years 6 months | |
Aggregate intrinsic value, vested (in dollars) | $ 6 | $ 11 | $ 305 | |
Exercisable at the end of the period (in shares) | 1,867 | 1,998 | ||
Vested or Expected to Vest (in dollars per share) | $ 3.57 | $ 3.43 | ||
Weighted average remaining contractual term, exercisable ( in years) | 4 years | 4 years 8 months 12 days | ||
Exercisable at the end of the period (in dollars) | $ 11 | $ 305 |
STOCK BASED COMPENSATION (Optio
STOCK BASED COMPENSATION (Options and Warrants Outstanding by Exercise Price) (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 1,887,000 | |||
Weighted Average Remaining Contractual Term (in years) | 4 years 1 month 18 days | |||
Vested and Exercisable (000's) | 1,604,000 | |||
Warrant | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 1,887,000 | 1,887,000 | 2,051,000 | 2,716,000 |
Weighted Average Exercise Price (in dollars per share) | $ 3.58 | $ 3.58 | $ 3.46 | $ 3.45 |
Weighted Average Exercise Price (in dollars per share) | 3.57 | $ 3.43 | ||
Warrant | Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 1,887 | |||
Weighted Average Remaining Contractual Term (in years) | 3 years 9 months | |||
Weighted Average Exercise Price (in dollars per share) | $ 3.58 | 3.58 | ||
Vested and Exercisable (000's) | 1,604 | |||
Weighted Average Exercise Price (in dollars per share) | $ 3.44 | $ 3.44 | ||
$1.04 - $1.99 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 218,192 | |||
Weighted Average Remaining Contractual Term (in years) | 11 months | |||
Vested and Exercisable (000's) | 218,192 | |||
$1.04 - $1.99 | Warrant | Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 218 | |||
Weighted Average Remaining Contractual Term (in years) | 7 months 16 days | |||
Weighted Average Exercise Price (in dollars per share) | $ 1.82 | $ 1.82 | ||
Vested and Exercisable (000's) | 218 | |||
Weighted Average Exercise Price (in dollars per share) | $ 1.82 | $ 1.82 | ||
$2.00 - $2.99 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 335,354 | |||
Weighted Average Remaining Contractual Term (in years) | 1 year 6 months | |||
Vested and Exercisable (000's) | 335,354 | |||
$2.00 - $2.99 | Warrant | Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 335 | |||
Weighted Average Remaining Contractual Term (in years) | 1 year 3 months 6 days | |||
Weighted Average Exercise Price (in dollars per share) | $ 2.58 | $ 2.58 | ||
Vested and Exercisable (000's) | 335 | |||
Weighted Average Exercise Price (in dollars per share) | $ 2.58 | $ 2.58 | ||
$3.00 - $3.99 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 500,355 | |||
Weighted Average Remaining Contractual Term (in years) | 2 years 9 months 18 days | |||
Vested and Exercisable (000's) | 500,355 | |||
$3.00 - $3.99 | Warrant | Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 500 | |||
Weighted Average Remaining Contractual Term (in years) | 2 years 6 months 17 days | |||
Weighted Average Exercise Price (in dollars per share) | $ 3.59 | $ 3.59 | ||
Vested and Exercisable (000's) | 500 | |||
Weighted Average Exercise Price (in dollars per share) | $ 3.59 | $ 3.59 | ||
$4.00 - $4.99 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 810,644 | |||
Weighted Average Remaining Contractual Term (in years) | 6 years 8 months 22 days | |||
Vested and Exercisable (000's) | 528,311 | |||
$4.00 - $4.99 | Warrant | Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 811 | |||
Weighted Average Remaining Contractual Term (in years) | 6 years 4 months 30 days | |||
Weighted Average Exercise Price (in dollars per share) | $ 4.39 | $ 4.39 | ||
Vested and Exercisable (000's) | 528 | |||
Weighted Average Exercise Price (in dollars per share) | $ 4.23 | $ 4.42 | ||
$5.00 - $5.90 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 23,333 | |||
Weighted Average Remaining Contractual Term (in years) | 6 years 4 months 24 days | |||
Vested and Exercisable (000's) | 23,333 | |||
$5.00 - $5.90 | Warrant | Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 23 | |||
Weighted Average Remaining Contractual Term (in years) | 6 years 1 month 16 days | |||
Weighted Average Exercise Price (in dollars per share) | $ 5.90 | $ 5.90 | ||
Vested and Exercisable (000's) | 23 | |||
Weighted Average Exercise Price (in dollars per share) | $ 5.90 | 5.90 | ||
Minimum | $1.04 - $1.99 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | 0 | 1.04 | ||
Minimum | $2.00 - $2.99 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | 2 | 2 | ||
Minimum | $3.00 - $3.99 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | 3 | 3 | ||
Minimum | $4.00 - $4.99 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | 4 | 4 | ||
Minimum | $5.00 - $5.90 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | 5 | 5 | ||
Maximum | $1.04 - $1.99 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | 1.99 | 1.99 | ||
Maximum | $2.00 - $2.99 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | 2.99 | 2.99 | ||
Maximum | $3.00 - $3.99 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | 3.99 | 3.99 | ||
Maximum | $4.00 - $4.99 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | 4.99 | 4.99 | ||
Maximum | $5.00 - $5.90 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | $ 5.90 | $ 5.99 |
STOCK BASED COMPENSATION (Restr
STOCK BASED COMPENSATION (Restricted Stock Activity) (Details) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Shares (000's) | ||||
Forfeited (in shares) | (21) | |||
Restricted stock | ||||
Number of Shares (000's) | ||||
Unvested at the beginning of the period (in shares) | 404 | 294 | 504 | |
Granted (in shares) | 0 | 305 | 204 | |
Vested (in shares) | (37) | (183) | (393) | |
Forfeited (in shares) | (3) | (12) | ||
Unvested at the end of the period (in shares) | 364 | 404 | 294 | 504 |
Weighted Average Grant Date Fair Value | ||||
Unvested at the beginning of the period (in dollars per share) | $ 2.84 | $ 4.19 | $ 3.68 | |
Granted (in dollars per share) | 0 | 1.93 | 4.05 | |
Vested (in dollars per share) | 2.14 | 3.52 | 3.51 | |
Forfeited (in dollars per share) | 2.49 | 2.49 | $ 3.20 | |
Unvested at the ending of the period (in dollars per share) | $ 2.91 | $ 2.84 | $ 4.19 | $ 3.68 |
VARIABLE INTEREST ENTITIES (Nar
VARIABLE INTEREST ENTITIES (Narrative) (Details) | Mar. 01, 2017USD ($) | Aug. 01, 2015USD ($) | Apr. 30, 2015USD ($)sublease | Oct. 10, 2014USD ($) | May 15, 2014USD ($) | Jun. 22, 2013facility | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Oct. 06, 2016 | Sep. 30, 2015USD ($) | Jul. 17, 2015USD ($) | Jun. 30, 2015 | Jun. 11, 2015USD ($) | Mar. 03, 2014USD ($)$ / shares | Mar. 01, 2014USD ($) |
Variable Interest Entity [Line Items] | |||||||||||||||||
Amount of asset purchase agreement | $ 6,850,000 | $ 6,750,000 | |||||||||||||||
Interest rate of notes receivable (percent) | 10.00% | ||||||||||||||||
Fixed interest rate (as a percent) | 18.00% | ||||||||||||||||
Loans receivable | $ 1,000,000 | ||||||||||||||||
LOC fixed interest rate (percent) | 13.50% | ||||||||||||||||
Outstanding amount | $ 0 | ||||||||||||||||
Bad debt expense | $ 466,000 | $ 0 | 215,000 | $ 2,132,000 | |||||||||||||
Variable Interest Entity, Not Primary Beneficiary | |||||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||||
Notes payable | 95,000 | ||||||||||||||||
Loss | $ 1,600,000 | ||||||||||||||||
Riverchase Village Facility | |||||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||||
Real estate tax expense | $ 92,323 | ||||||||||||||||
Christopher Brogdon, the Company's Vice Chairman | Variable Interest Entity, Not Primary Beneficiary | |||||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||||
Ownership percentage | 5.00% | ||||||||||||||||
Christopher Brogdon, the Company's Vice Chairman | Riverchase Village Facility | |||||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||||
Ownership percentage | 5.00% | ||||||||||||||||
Aria Health Consulting LLC | Variable Interest Entity, Not Primary Beneficiary | |||||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||||
One-time lease payment | $ 2,000,000 | ||||||||||||||||
Number of sub-lease agreements | sublease | 8 | ||||||||||||||||
Monthly rent expense | $ 29,500 | ||||||||||||||||
Debt, cash available for payment | $ 800,000 | ||||||||||||||||
Bad debt expense | $ 200,000 | ||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary | Aria Health Consulting LLC | |||||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||||
One-time lease payment | $ 2,000,000 | ||||||||||||||||
Number of sub-lease agreements | sublease | 8 | ||||||||||||||||
Monthly rent expense | $ 29,500 | ||||||||||||||||
Riverchase Village ADK LLC | Riverchase Village Facility | |||||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||||
Capacity of assisted living facility (in numbers of bed) | facility | 105 | ||||||||||||||||
Management Agreement Termination | Christopher Brogdon, the Company's Vice Chairman | |||||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||||
Notes payable | $ 615,986 | $ 523,663 | $ 523,663 | ||||||||||||||
Management Agreement Termination | Riverchase Village ADK LLC | Christopher Brogdon, the Company's Vice Chairman | Riverchase Village Facility | |||||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||||
Exercise price (usd per share) | $ / shares | $ 1 | ||||||||||||||||
Percentage of sales proceeds | 500 | ||||||||||||||||
Letter Agreement Second Amendment | Christopher Brogdon, the Company's Vice Chairman | |||||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||||
Amount of tax payment | $ 92,323 | ||||||||||||||||
Consulting fee payable, as per the amended agreement | 255,000 | ||||||||||||||||
Riverchase Village ADK LLC | Cantone Asset Management LLC | |||||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||||
Principal amount of note receivable | 177,323 | ||||||||||||||||
Riverchase Village ADK LLC | Senior debt Bonds, net of discount | Cantone Asset Management LLC | |||||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||||
Repayments of debt | $ 85,000 | ||||||||||||||||
Notes Receivable | Aria Health Consulting LLC | Variable Interest Entity, Not Primary Beneficiary | |||||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||||
Interest rate of notes receivable (percent) | 13.50% | ||||||||||||||||
Outstanding principal amount of note | $ 1,000,000 | $ 1,000,000 | |||||||||||||||
Peach Health Care | Variable Interest Entity, Not Primary Beneficiary | |||||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||||
Fixed interest rate (as a percent) | 13.50% | ||||||||||||||||
Loans receivable | $ 1,000,000 | ||||||||||||||||
LOC fixed interest rate (percent) | 13.50% | ||||||||||||||||
Outstanding amount | $ 1,000,000 | $ 700,000 | |||||||||||||||
Ohio | Beacon Facilities | Variable Interest Entity, Not Primary Beneficiary | |||||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||||
Notes payable | $ 600,000 | ||||||||||||||||
Payments for fees | $ 600,000 | ||||||||||||||||
Fixed interest rate (as a percent) | 18.00% |
COMMITMENTS AND CONTINGENCIES80
COMMITMENTS AND CONTINGENCIES (Details) | Oct. 27, 2016USD ($) | Mar. 30, 2015USD ($) | Jun. 24, 2013facilityentity | Apr. 30, 2015USD ($)company | May 15, 2017case | Mar. 31, 2017USD ($) | Mar. 24, 2017case | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Commitments and contingencies | |||||||||
Ownership interest, percentage | 5.00% | ||||||||
Number of entities controlled by related party against which complaint filed in the district court of oklahoma county | entity | 5 | ||||||||
Number of facilities owned by related party | facility | 5 | ||||||||
Lump sum payment | $ 2,000,000 | ||||||||
Loss on legal settlement | $ 600,000 | ||||||||
Number of insurance carriers to pay the settlement amount | company | 2 | ||||||||
Self-insured reserve | $ 6,048,000 | $ 6,924,000 | $ 221,000 | ||||||
Pending Litigation | Subsequent Event | |||||||||
Commitments and contingencies | |||||||||
Number of professional and general liability cases | case | 44 | 44 | |||||||
Pending Litigation | Arkansas | Subsequent Event | |||||||||
Commitments and contingencies | |||||||||
Number of professional and general liability cases | case | 28 | 28 | |||||||
Pending Litigation | Ohio Attorney General Action | Ohio | |||||||||
Commitments and contingencies | |||||||||
Offer to settle claims | $ 1,000,000 | ||||||||
Pending Litigation | Ohio Attorney General Action | Ohio | Minimum | |||||||||
Commitments and contingencies | |||||||||
Damages sought per claim or falsification | 5,000 | ||||||||
Pending Litigation | Ohio Attorney General Action | Ohio | Maximum | |||||||||
Commitments and contingencies | |||||||||
Damages sought per claim or falsification | $ 10,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current Tax Expense (Benefit): | ||||
Federal | $ 0 | $ 8 | ||
Total Current Tax Expense | 0 | 8 | ||
Deferred Tax Expense: | ||||
Total deferred tax expense | (163) | 102 | ||
Income tax expense on continuing operations | $ 1 | $ 0 | (163) | 110 |
Income tax expense applicable to continuing and discontinued operations | ||||
Income tax expense on continuing operations | $ 1 | $ 0 | (163) | 110 |
Income tax expense (benefit) on discontinued operations | 0 | 251 | ||
Total income tax expense | (163) | 361 | ||
Net current deferred tax asset: | ||||
Allowance for doubtful accounts | 4,475 | 5,839 | ||
Accrued expenses | 3,374 | 1,047 | ||
Net long-term deferred tax asset (liability): | ||||
Net operating loss carry forwards | 21,624 | 21,521 | ||
Property, equipment & intangibles | (4,004) | (4,526) | ||
Stock based compensation | 268 | 125 | ||
Convertible debt adjustments | 261 | 206 | ||
Total deferred tax assets | 25,998 | 24,212 | ||
Valuation allowance | (26,224) | (24,601) | ||
Net deferred tax liability | $ (226) | $ (389) | ||
Differences between income taxes computed at the federal statutory rate and the provision for income taxes | ||||
Federal income tax at statutory rate (as a percent) | 34.00% | 34.00% | ||
State and local taxes (as a percent) | (0.40%) | 2.40% | ||
Consolidated VIE LLCs (as a percentage) | 0.00% | 1.00% | ||
Nondeductible expenses (as a percent) | (20.60%) | (7.30%) | ||
Other (as a percent) | (0.10%) | (2.60%) | ||
Change in valuation allowance (as a percent) | (11.70%) | (28.80%) | ||
Effective tax rate (as a percent) | 1.20% | (1.30%) | ||
Operating Loss Carryforwards [Line Items] | ||||
Deferred Federal tax expense | $ (163) | $ 102 | ||
Deferred tax liability | (226) | $ (389) | ||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards | 65,100 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards | $ 44,500 |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
Age of employees to be eligible to participate in the defined contribution plan | 21 years | |
Eligible service period to participate in the defined contribution plan | 1 year | |
Maximum employee contribution, Percentage | 20.00% | |
Matching contribution by the company (as a percent) | 50.00% | |
Maximum percentage of employee's salary | 2.00% | |
Total matching contributions | $ 2 | $ 37 |
RELATED PARTY TRANSACTIONS (D83
RELATED PARTY TRANSACTIONS (Details) | Oct. 06, 2016USD ($) | Nov. 20, 2015USD ($) | Jul. 31, 2015USD ($)day$ / shares | Jul. 30, 2015USD ($)$ / shares | Jul. 29, 2015USD ($) | Apr. 30, 2015USD ($) | Oct. 10, 2014USD ($) | May 15, 2014USD ($) | May 06, 2014USD ($) | Jun. 22, 2013facility | Jul. 02, 2012USD ($)$ / shares | Jun. 22, 2010USD ($) | Apr. 09, 2010USD ($)bed | Jan. 31, 2017USD ($) | Oct. 31, 2015 | Apr. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Mar. 31, 2017 | Jan. 17, 2017 | Jun. 30, 2015USD ($) | Jun. 02, 2015$ / shares | May 05, 2015 | Apr. 13, 2015$ / shares | Feb. 04, 2015 | Mar. 28, 2014 | Mar. 27, 2014 | Mar. 03, 2014USD ($)$ / shares | Mar. 01, 2014USD ($) | Dec. 31, 2012$ / shares |
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Loss on legal settlement | $ 600,000 | ||||||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 18.00% | ||||||||||||||||||||||||||||||
Principal amount of the debt instrument | $ 6,400,000 | ||||||||||||||||||||||||||||||
Repayment of debt | $ 2,400,000 | $ 6,500,000 | |||||||||||||||||||||||||||||
Shares issued, price (in dollars per share) | $ / shares | $ 25.50 | $ 25.75 | |||||||||||||||||||||||||||||
Convertible debt issued in 2012 | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 7,500,000 | ||||||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 10.00% | 10.00% | 8.00% | ||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 4.25 | $ 4.25 | $ 3.97 | $ 3.97 | $ 4.17 | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | day | 60 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 10 days | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 150.00% | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger Possible Redemption | 115.00% | ||||||||||||||||||||||||||||||
Principal amount of the debt instrument | $ 1,500,000 | $ 1,500,000 | $ 6,400,000 | ||||||||||||||||||||||||||||
Periodic payment of principal | $ 4,800,000 | ||||||||||||||||||||||||||||||
Notes Payable, Related Parties, Current | $ 1,500,000 | ||||||||||||||||||||||||||||||
Convertible debt issued in 2014 | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 10.00% | ||||||||||||||||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Notes payable | 95,000 | ||||||||||||||||||||||||||||||
Riverchase Village Facility | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Real estate tax expense | $ 92,323 | ||||||||||||||||||||||||||||||
Riverchase Village ADK LLC | First Mortgage Healthcare Facility Revenue Bonds Series 2010 A | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 6,300,000 | ||||||||||||||||||||||||||||||
Riverchase Village ADK LLC | Riverchase Village Facility | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Capacity of assisted living facility (in numbers of bed) | facility | 105 | ||||||||||||||||||||||||||||||
Christopher Brogdon, the Company's Vice Chairman | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Notes Payable, Related Parties, Noncurrent | 268,663 | ||||||||||||||||||||||||||||||
Noncontrolling ownership percentage | 5.00% | ||||||||||||||||||||||||||||||
Christopher Brogdon, the Company's Vice Chairman | Management Agreement Termination | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Notes payable | $ 615,986 | $ 523,663 | $ 523,663 | ||||||||||||||||||||||||||||
Christopher Brogdon, the Company's Vice Chairman | Letter Agreement Second Amendment | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Amount of tax payment | $ 92,323 | ||||||||||||||||||||||||||||||
Consulting fee payable, as per the amended agreement | 255,000 | ||||||||||||||||||||||||||||||
Christopher Brogdon, the Company's Vice Chairman | Consulting Agreement | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Consulting Agreement, consulting fee, upfront payment | $ 100,000 | ||||||||||||||||||||||||||||||
Consulting Agreement, consulting fee, monthly payment | 15,000 | ||||||||||||||||||||||||||||||
Christopher Brogdon, the Company's Vice Chairman | Consulting Agreement Amendment | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Notes payable | 268,663 | ||||||||||||||||||||||||||||||
Consulting Agreement, aggregate consulting fee | 400,000 | ||||||||||||||||||||||||||||||
Consulting Agreement, success fee, per completed acquisition | 25,000 | ||||||||||||||||||||||||||||||
Consulting Agreement, change in control fee | $ 500,000 | ||||||||||||||||||||||||||||||
Consulting fee payable | 255,000 | ||||||||||||||||||||||||||||||
Loss on legal settlement | $ 600,000 | ||||||||||||||||||||||||||||||
Christopher Brogdon, the Company's Vice Chairman | Variable Interest Entity, Not Primary Beneficiary | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 5.00% | ||||||||||||||||||||||||||||||
Christopher Brogdon, the Company's Vice Chairman | Riverchase Village Facility | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 5.00% | ||||||||||||||||||||||||||||||
Christopher Brogdon, the Company's Vice Chairman | Riverchase Village ADK LLC | Riverchase Village Facility | Management Agreement Termination | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Exercise price (usd per share) | $ / shares | $ 1 | ||||||||||||||||||||||||||||||
Wholly Owned Subsidiary | Riverchase Village ADK LLC | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Management agreement period | 5 years | ||||||||||||||||||||||||||||||
Christopher Brogdon | Roswell, Georgia | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Long-term debt | $ 15,300,000 | ||||||||||||||||||||||||||||||
Anthony Cantone and Cantone Asset Management LLC | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Consulting Agreement, aggregate consulting fee | 37,500 | ||||||||||||||||||||||||||||||
Principal amount of the debt instrument | $ 1,500,000 | ||||||||||||||||||||||||||||||
Repayment of debt | $ 4,800,000 | ||||||||||||||||||||||||||||||
Noncontrolling ownership percentage | 5.00% | ||||||||||||||||||||||||||||||
Anthony Cantone and Cantone Asset Management LLC | Minimum | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Consulting Agreement, aggregate consulting fee | 15,000 | ||||||||||||||||||||||||||||||
Anthony Cantone and Cantone Asset Management LLC | Maximum | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Consulting Agreement, aggregate consulting fee | $ 50,000 | ||||||||||||||||||||||||||||||
Park City Capital Offshore Master, Ltd | Convertible Notes Payable | Convertible debt issued in 2014 | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Noncontrolling ownership percentage | 5.00% | 5.00% | |||||||||||||||||||||||||||||
Park City Capital Offshore Master, Ltd | Convertible Notes Payable | Convertible note issued in 2015 | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Principal amount of the debt instrument | $ 1,000,000 | ||||||||||||||||||||||||||||||
Noncontrolling ownership percentage | 5.00% | ||||||||||||||||||||||||||||||
Allan J. Rimland | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Amounts of transaction | $ 20,000 | ||||||||||||||||||||||||||||||
Thomas W. Knaup | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Warrant period | 5 years | ||||||||||||||||||||||||||||||
Loss on contract termination | $ 115,000 | ||||||||||||||||||||||||||||||
Thomas W. Knaup | Common Stock | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Shares issued for services (in shares) | shares | 224,758 | ||||||||||||||||||||||||||||||
Shares issued, price (in dollars per share) | $ / shares | $ 4.04 | ||||||||||||||||||||||||||||||
Doucet Capital LLC, Doucet Asset Management LLC, Christopher L. Doucet and Suzette A. Doucet | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Noncontrolling ownership percentage | 5.00% | ||||||||||||||||||||||||||||||
Christopher L. Doucet and Suzette A. Doucet | Convertible Notes Payable | Convertible note issued in 2015 | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Principal amount of the debt instrument | 250,000 | ||||||||||||||||||||||||||||||
Extinguishment of Debt, Amount | $ 250,000 | ||||||||||||||||||||||||||||||
Doucet Asset Management LLC | Convertible Notes Payable | Convertible note issued in 2015 | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Placement fees to be paid upon subscription of notes, as per the agreement | $ 151,000 | ||||||||||||||||||||||||||||||
Cantaone Asset Management LLC and Cantone Research Inc. | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Ownership percentage | 5.00% | 10.00% | |||||||||||||||||||||||||||||
Riverchase Village Facility | Wholly Owned Subsidiary | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Percentage of monthly gross revenues of facility | 5.00% | ||||||||||||||||||||||||||||||
Riverchase Village Facility | Purchase Agreement | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Capacity of assisted living facility (in numbers of bed) | bed | 105 | ||||||||||||||||||||||||||||||
Recognized assets acquired and liabilities assumed | $ 5,000,000 | ||||||||||||||||||||||||||||||
Riverchase Village Facility | Purchase Agreement | Christopher Brogdon, the Company's Vice Chairman | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Percentage of membership interests assigned to related party | 100.00% | ||||||||||||||||||||||||||||||
Riverchase Village Facility | Purchase Agreement | Hearth and Home of Ohio Inc | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Purchase option exercise price | $ 100,000 | ||||||||||||||||||||||||||||||
Riverchase Village ADK LLC | Cantone Asset Management LLC | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Principal amount of note receivable | 177,323 | ||||||||||||||||||||||||||||||
Riverchase Village ADK LLC | Cantone Asset Management LLC | Senior debt Bonds, net of discount | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Repayments of debt | $ 85,000 | ||||||||||||||||||||||||||||||
Riverchase Village ADK LLC | Discontinued Operations, Held-for-sale or Disposed of by Sale | Omega | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Aggregate purchase price | $ 6,900,000 | ||||||||||||||||||||||||||||||
Repayment of debt | $ 200,000 | ||||||||||||||||||||||||||||||
Subsequent Event | Park City Capital Offshore Master, Ltd | Convertible Notes Payable | Convertible note issued in 2015 | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Principal amount of the debt instrument | 1,000,000 | ||||||||||||||||||||||||||||||
Subsequent Event | Doucet Capital LLC, Doucet Asset Management LLC, Christopher L. Doucet and Suzette A. Doucet | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Noncontrolling ownership percentage | 5.00% | ||||||||||||||||||||||||||||||
Subsequent Event | Christopher L. Doucet and Suzette A. Doucet | Convertible Notes Payable | Convertible note issued in 2015 | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Extinguishment of Debt, Amount | $ 250,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Apr. 07, 2017USD ($) | Mar. 20, 2017USD ($) | Mar. 08, 2017USD ($)bedrenewal_term | Feb. 16, 2017 | Jan. 10, 2017USD ($) | Dec. 08, 2016USD ($) | Oct. 06, 2016USD ($) | Apr. 30, 2015USD ($) | Apr. 30, 2017USD ($) | Apr. 06, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015 |
Subsequent Event [Line Items] | ||||||||||||||
Fixed interest rate (as a percent) | 18.00% | |||||||||||||
Debt instrument, outstanding amount | $ 74,120,000 | $ 82,357,000 | $ 125,676,000 | |||||||||||
Operating lease, escalation percentage, initial term, percentage | 0.03 | 0.03 | ||||||||||||
Operating lease, escalation percentage, renewal term, percentage | 0.01 | |||||||||||||
Repayment of debt | $ 2,400,000 | $ 6,500,000 | ||||||||||||
Short-term debt | $ 6,900,000 | |||||||||||||
LOC fixed interest rate (percent) | 13.50% | |||||||||||||
Meadowood Retirement Village | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of units in facilities acquired | bed | 106 | |||||||||||||
Payments to acquire businesses | $ 5,500,000 | |||||||||||||
Initial lease term (in years) | 13 years | |||||||||||||
Renewal term (in years) | 5 years | |||||||||||||
Base rent amount per month | $ 37,500 | |||||||||||||
Operating lease, escalation percentage, initial term, percentage | 0.02 | |||||||||||||
Operating lease, escalation percentage, renewal term, percentage | 0.025 | |||||||||||||
Convertible Notes | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Fixed interest rate (as a percent) | 10.00% | |||||||||||||
Purchase price per $1,000 principal amount | $ 1,000 | |||||||||||||
Stock redeemed or called during period, value | $ 6,700,000 | |||||||||||||
Subsequent Event | Meadowood Retirement Village | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of units in facilities acquired | bed | 106 | |||||||||||||
Payments to acquire businesses | $ 5,500,000 | |||||||||||||
Initial lease term (in years) | 13 years | |||||||||||||
Number of renewal terms | renewal_term | 1 | |||||||||||||
Renewal term (in years) | 5 years | |||||||||||||
Base rent amount per month | $ 37,500 | |||||||||||||
Operating lease, escalation percentage, initial term, percentage | 0.02 | |||||||||||||
Operating lease, escalation percentage, renewal term, percentage | 0.025 | |||||||||||||
Subsequent Event | C R of College Park LLC | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Lease agreement, extension period | 5 years | |||||||||||||
Subsequent Event | Coosa Valley Health Care | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Repayment of debt | $ 720,000 | |||||||||||||
Subsequent Event | Attalla Health Care | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Repayment of debt | $ 798,200 | |||||||||||||
Subsequent Event | Convertible Notes | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt instrument, outstanding amount | 1,000,000 | $ 1,000,000 | ||||||||||||
Stock redeemed or called during period, value | $ 6,700,000 | |||||||||||||
Variable Interest Entity, Not Primary Beneficiary | Peach Health Care | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Fixed interest rate (as a percent) | 13.50% | |||||||||||||
Short-term debt | $ 2,500,000 | |||||||||||||
LOC fixed interest rate (percent) | 13.50% | |||||||||||||
Variable Interest Entity, Not Primary Beneficiary | Subsequent Event | Peach Health Care | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Short-term debt | $ 840,217 | $ 2,500,000 | ||||||||||||
LOC fixed interest rate (percent) | 13.50% | |||||||||||||
Increase in interest rate (percentage) | 1.00% |
Subsequent Events (Details Text
Subsequent Events (Details Textual) | Apr. 07, 2017USD ($) | Mar. 08, 2017USD ($)bed | May 01, 2017USD ($) | Apr. 30, 2017USD ($) | Apr. 06, 2017USD ($) | Mar. 31, 2017USD ($) | Jan. 10, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 08, 2016 | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) |
SUBSEQUENT EVENTS | ||||||||||||
Escalation percentage through initial term, as a percent | 0.03 | 0.03 | ||||||||||
Escalation percentage per renewal (percentage) | 0.01 | |||||||||||
Debt instrument, face amount | $ 6,400,000 | |||||||||||
Fixed interest rate (percentage) | 18.00% | |||||||||||
Line of credit, maximum borrowing | $ 8,800,000 | |||||||||||
Current debt | $ 6,900,000 | |||||||||||
Loan receivable, fixed interest rate (percentage) | 13.50% | |||||||||||
Long-term debt | $ 74,120,000 | $ 82,357,000 | $ 125,676,000 | |||||||||
Convertible Subordinated Notes Due April 30, 2017 (Convertible Notes) | ||||||||||||
SUBSEQUENT EVENTS | ||||||||||||
Fixed interest rate (percentage) | 10.00% | |||||||||||
Convertible Subordinated Notes Due April 30, 2017 (Convertible Notes) | Subsequent Event | ||||||||||||
SUBSEQUENT EVENTS | ||||||||||||
Long-term debt | $ 1,000,000 | $ 1,000,000 | ||||||||||
Secured Debt | Medowood | Subsequent Event | ||||||||||||
SUBSEQUENT EVENTS | ||||||||||||
Debt instrument, face amount | $ 4,100,000 | |||||||||||
Fixed interest rate (percentage) | 4.50% | |||||||||||
Meadowood Retirement Village | ||||||||||||
SUBSEQUENT EVENTS | ||||||||||||
Number of units in facilities acquired | bed | 106 | |||||||||||
Payments to acquire businesses | $ 5,500,000 | |||||||||||
Term of lease (years) | 13 years | |||||||||||
Renewal option | 5 years | |||||||||||
Base rent per month | $ 37,500 | |||||||||||
Escalation percentage through initial term, as a percent | 0.02 | |||||||||||
Escalation percentage per renewal (percentage) | 0.025 | |||||||||||
Meadowood Retirement Village | Subsequent Event | ||||||||||||
SUBSEQUENT EVENTS | ||||||||||||
Number of units in facilities acquired | bed | 106 | |||||||||||
Payments to acquire businesses | $ 5,500,000 | |||||||||||
Term of lease (years) | 13 years | |||||||||||
Renewal option | 5 years | |||||||||||
Base rent per month | $ 37,500 | |||||||||||
Escalation percentage through initial term, as a percent | 0.02 | |||||||||||
Escalation percentage per renewal (percentage) | 0.025 | |||||||||||
Meadowood Retirement Village | Coosa | ||||||||||||
SUBSEQUENT EVENTS | ||||||||||||
Number of units in facilities acquired | bed | 124 | |||||||||||
Variable Interest Entity, Not Primary Beneficiary | Peach Health Care | ||||||||||||
SUBSEQUENT EVENTS | ||||||||||||
Fixed interest rate (percentage) | 13.50% | |||||||||||
Current debt | $ 2,500,000 | |||||||||||
Loan receivable, fixed interest rate (percentage) | 13.50% | |||||||||||
Variable Interest Entity, Not Primary Beneficiary | Peach Health Care | Subsequent Event | ||||||||||||
SUBSEQUENT EVENTS | ||||||||||||
Current debt | $ 840,217 | $ 2,500,000 | ||||||||||
Loan receivable, fixed interest rate (percentage) | 13.50% | |||||||||||
Debt instrument, interest rate, increase (decrease), (percentage) | 1.00% | |||||||||||
Peach Health Credit Facility Amended | Variable Interest Entity, Not Primary Beneficiary | Peach Health Care | Line of Credit | Subsequent Event | ||||||||||||
SUBSEQUENT EVENTS | ||||||||||||
Line of credit, maximum borrowing | $ 1,000,000 |