Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 07, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'USPH | ' |
Entity Registrant Name | 'U S PHYSICAL THERAPY INC /NV | ' |
Entity Central Index Key | '0000885978 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 12,106,820 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $12,123 | $11,671 |
Patient accounts receivable, less allowance for doubtful accounts of $1,427 and $1,595, respectively | 27,289 | 25,973 |
Accounts receivable-other, less allowance for doubtful accounts of $198 and $514, respectively | 1,263 | 1,703 |
Other current assets | 4,482 | 5,975 |
Total current assets | 45,157 | 45,322 |
Fixed assets: | ' | ' |
Furniture and equipment | 37,496 | 36,316 |
Leasehold improvements | 22,170 | 20,858 |
Fixed assets, gross | 59,666 | 57,174 |
Less accumulated depreciation and amortization | 46,150 | 44,158 |
Fixed assets, net | 13,516 | 13,016 |
Goodwill | 105,234 | 100,188 |
Other intangible assets, net | 14,672 | 12,146 |
Other assets | 1,078 | 1,042 |
Total assets | 179,657 | 171,714 |
Current liabilities: | ' | ' |
Accounts payable-trade | 1,301 | 1,732 |
Accrued expenses | 14,779 | 14,116 |
Current portion of notes payable | 575 | 459 |
Total current liabilities | 16,655 | 16,307 |
Notes payable | 400 | 175 |
Revolving line of credit | 14,150 | 17,400 |
Deferred rent | 1,015 | 894 |
Other long-term liabilities | 728 | 2,279 |
Total liabilities | 32,948 | 37,055 |
Commitments and contingencies | ' | ' |
U. S. Physical Therapy, Inc. shareholders' equity: | ' | ' |
Preferred stock, $.01 par value, 500,000 shares authorized, no shares issued and outstanding | ' | ' |
Common stock, $.01 par value, 20,000,000 shares authorized, 14,321,557 and 14,129,651 shares issued, respectively | 143 | 141 |
Additional paid-in capital | 39,225 | 37,489 |
Retained earnings | 116,555 | 111,321 |
Treasury stock at cost, 2,214,737 shares | -31,628 | -31,628 |
Total U. S. Physical Therapy, Inc. shareholders' equity | 124,295 | 117,323 |
Non-controlling interests | 22,414 | 17,336 |
Total equity | 146,709 | 134,659 |
Total liabilities and stockholders' equity | $179,657 | $171,714 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts, patient accounts receivable | $1,427 | $1,595 |
Allowance for doubtful accounts, accounts receivable - other | $198 | $514 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 14,321,557 | 14,129,651 |
Treasury stock, shares | 2,214,737 | 2,214,737 |
CONSOLIDATED_STATEMENTS_OF_NET
CONSOLIDATED STATEMENTS OF NET INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Net patient revenues | $64,368 | $60,719 | $191,027 | $183,048 |
Other revenues | 1,461 | 1,383 | 4,426 | 4,222 |
Net revenues | 65,829 | 62,102 | 195,453 | 187,270 |
Clinic operating costs: | ' | ' | ' | ' |
Salaries and related costs | 35,733 | 33,037 | 105,318 | 97,974 |
Rent, clinic supplies, contract labor and other | 12,878 | 12,368 | 38,161 | 37,051 |
Provision for doubtful accounts | 1,095 | 1,250 | 3,390 | 3,638 |
Closure costs | -5 | 5 | 21 | 76 |
Total clinic operating costs | 49,701 | 46,660 | 146,890 | 138,739 |
Gross margin | 16,128 | 15,442 | 48,563 | 48,531 |
Corporate office costs | 6,224 | 5,907 | 19,165 | 18,426 |
Operating income from continuing operations | 9,904 | 9,535 | 29,398 | 30,105 |
Interest and other income, net | 2 | 1 | 5 | 4 |
Interest expense | -133 | -142 | -398 | -449 |
Income before taxes from continuing operations | 9,773 | 9,394 | 29,005 | 29,660 |
Provision for income taxes | 3,017 | 2,992 | 8,798 | 9,052 |
Net income from continuing operations including non-controlling interests | 6,756 | 6,402 | 20,207 | 20,608 |
Discontinued operations, net of tax | -4,497 | -104 | -4,965 | -184 |
Net income including non-controlling interests | 2,259 | 6,298 | 15,242 | 20,424 |
Less: net income attributable to non-controlling interests | -2,032 | -1,735 | -6,380 | -6,534 |
Net income attributable to common shareholders | 227 | 4,563 | 8,862 | 13,890 |
Basic earnings per share attributable to common shareholders: | ' | ' | ' | ' |
From continuing operations | $0.38 | $0.39 | $1.13 | $1.19 |
From discontinued operations | ($0.36) | $0 | ($0.39) | ($0.01) |
Basic | $0.02 | $0.39 | $0.74 | $1.18 |
Diluted earnings per share attributable to common shareholders: | ' | ' | ' | ' |
From continuing operations | $0.38 | $0.38 | $1.12 | $1.18 |
From discontinued operations | ($0.36) | $0 | ($0.39) | ($0.01) |
Diluted | $0.02 | $0.38 | $0.73 | $1.17 |
Shares used in computation: | ' | ' | ' | ' |
Basic | 12,106 | 11,827 | 12,050 | 11,778 |
Diluted | 12,120 | 11,928 | 12,069 | 11,892 |
Dividends declared per common share | $0.10 | $0.09 | $0.30 | $0.27 |
Earnings attributable to common shareholders: | ' | ' | ' | ' |
From continuing operations | 4,659 | 4,622 | 13,589 | 13,982 |
From discontinued operations | -4,432 | -59 | -4,727 | -92 |
Net income attributable to common shareholders | $227 | $4,563 | $8,862 | $13,890 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
OPERATING ACTIVITIES | ' | ' |
Net income including non-controlling interests | $15,242 | $20,424 |
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 4,181 | 4,016 |
Provision for doubtful accounts | 3,390 | 3,638 |
Equity-based awards compensation expense | 2,092 | 1,589 |
Loss on sale of business and sale or abandonment of assets, net | 7,233 | 129 |
Deferred income tax | -543 | 2,535 |
Other | -277 | -381 |
Changes in operating assets and liabilities: | ' | ' |
Increase in patient accounts receivable | -3,318 | -1,298 |
Increase in accounts receivable-other | -41 | -482 |
Decrease in other assets | 1,148 | 471 |
Decrease in accounts payable and accrued expenses | -899 | -1,709 |
Increase in other liabilities | 664 | 400 |
Net cash provided by operating activities | 28,859 | 29,350 |
INVESTING ACTIVITIES | ' | ' |
Purchase of fixed assets | -3,458 | -2,948 |
Purchase of businesses, net of cash acquired | -10,128 | -7,402 |
Acquisitions of non-controlling interests, net of sales | -1,668 | -1,314 |
Net proceeds on sale of non controlling interest, fixed assets and business | 448 | 297 |
Net cash used in investing activities | -14,806 | -11,367 |
FINANCING ACTIVITIES | ' | ' |
Distributions to non-controlling interests | -6,588 | -6,850 |
Cash dividends to shareholders | -3,628 | -3,183 |
Proceeds from revolving line of credit | 88,450 | 55,900 |
Payments on revolving line of credit | -91,700 | -63,300 |
Payment of notes payable | -459 | -284 |
Excess tax benefit from stock options exercised | 277 | 381 |
Other | 47 | 53 |
Net cash used in financing activities | -13,601 | -17,283 |
Net increase in cash | 452 | 700 |
Cash-beginning of period | 11,671 | 9,983 |
Cash-end of period | 12,123 | 10,683 |
Cash paid during the period for: | ' | ' |
Income taxes | 4,402 | 5,200 |
Interest | 352 | 538 |
Non-cash investing and financing transactions during the period: | ' | ' |
Purchase of business-seller financing portion | $800 | $350 |
CONSOLIDATED_STATEMENT_OF_SHAR
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total Shareholders' Equity [Member] | Non-controlling Interests [Member] |
In Thousands, except Share data | |||||||
Balance at Dec. 31, 2012 | $134,659 | $141 | $37,489 | $111,321 | ($31,628) | $117,323 | $17,336 |
Balance, shares at Dec. 31, 2012 | ' | 14,130 | ' | ' | -2,215 | ' | ' |
Issuance of restricted stock | 0 | 175,000 | 0 | 0 | 0 | 0 | 0 |
Compensation expense-restricted stock | 2,092 | 0 | 2,092 | 0 | 0 | 2,092 | 0 |
Transfer of compensation liability for certain stock issued pursuant to incentive plans | 248 | 0 | 248 | 0 | 0 | 248 | 0 |
Proceeds from exercise of stock options | 47 | 2 | 45 | 0 | 0 | 47 | 0 |
Proceeds from exercise of stock options, shares | ' | 17 | ' | ' | ' | ' | ' |
Excess tax benefit of equity grants | 277 | 0 | 277 | 0 | 0 | 277 | 0 |
Purchases of business | 5,428 | 0 | 0 | 0 | 0 | 0 | 5,428 |
Acquisition of non controlling interests | -1,068 | 0 | -926 | 0 | 0 | -926 | -142 |
Cash dividends to shareholders | -3,628 | 0 | 0 | -3,628 | 0 | -3,628 | 0 |
Distributions to non-controlling interest partners | -6,588 | 0 | 0 | 0 | 0 | 0 | -6,588 |
Net income | 15,242 | 0 | 0 | 8,862 | 0 | 8,862 | 6,380 |
Balance at Sep. 30, 2013 | $146,709 | $143 | $39,225 | $116,555 | ($31,628) | $124,295 | $22,414 |
Balance, shares at Sep. 30, 2013 | ' | 14,322 | ' | ' | -2,215 | ' | ' |
BASIS_OF_PRESENTATION_AND_SIGN
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||
The consolidated financial statements include the accounts of U.S. Physical Therapy, Inc. and its subsidiaries (the “Company”). All significant intercompany transactions and balances have been eliminated. The Company primarily operates through subsidiary clinic partnerships, in which the Company generally owns a 1% general partnership interest and a 64% limited partnership interest. The managing therapist of each clinic owns, directly or indirectly, the remaining limited partnership interest in the majority of the clinics (hereinafter referred to as “Clinic Partnership”). To a lesser extent, the Company operates some clinics, through wholly-owned subsidiaries, under profit sharing arrangements with therapists (hereinafter referred to as “Wholly-Owned Facilities”). | |||||||||||||
The Company continues to seek to attract physical and occupational therapists who have established relationships with patients and physicians by offering therapists a competitive salary and a share of the profits of the clinic operated by that therapist. The Company has developed satellite clinic facilities of existing clinics, with the result that many Clinic Partnerships and Wholly-Owned Facilities operate more than one clinic location. In addition, the Company has acquired a controlling interest in a number of clinics through acquisitions. | |||||||||||||
During the nine months ended September 30, 2013, the Company acquired the following clinic groups: | |||||||||||||
% Interest | Number of | ||||||||||||
Acquisition | Date | Acquired | Clinics | ||||||||||
February 2013 Acquisition | 28-Feb | 72 | % | 9 | |||||||||
April 2013 Acquisition | 30-Apr | 50 | % | 5 | |||||||||
May 2013 Acquisition | May 24 | 80 | % | 5 | |||||||||
In addition to the above clinic group acquisitions, the Company, through three of its subsidiaries, acquired three physical therapy clinic practices in three separate transactions (the “Tuck-In Acquisitions”). | |||||||||||||
As of September 30, 2013, the Company operated 447 clinics in 43 states. | |||||||||||||
The results of operations of the acquired clinics have been included in the Company’s consolidated financial statements since the date of their respective acquisition. | |||||||||||||
The Company intends to continue to focus on developing new clinics, on opening satellite clinics where deemed appropriate and pursuing additional acquisition opportunities. | |||||||||||||
The accompanying unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions for Form 10-Q. However, the statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. Management believes this report contains all necessary adjustments (consisting only of normal recurring adjustments) to present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the interim periods presented. For further information regarding the Company’s accounting policies, please read the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. | |||||||||||||
The Company believes, and the Chief Executive Officer, Chief Financial Officer and Corporate Controller have certified, that the financial statements included in this report present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the interim periods presented. | |||||||||||||
Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results the Company expects for the entire year. Please also review the Risk Factors section included in our Annual Report on Form 10-K for the year ended December 31, 2012. | |||||||||||||
Clinic Partnerships | |||||||||||||
For Clinic Partnerships, the earnings and liabilities attributable to the non-controlling interests, typically owned by the managing therapist, directly or indirectly, are recorded within the balance sheets and income statements as non-controlling interests. | |||||||||||||
Wholly-Owned Facilities | |||||||||||||
For Wholly-Owned Facilities with profit sharing arrangements, an appropriate accrual is recorded for the amount of profit sharing due to the profit sharing therapists. The amount is expensed as compensation and included in clinic operating costs – salaries and related costs. The respective liability is included in current liabilities – accrued expenses on the balance sheet. | |||||||||||||
Significant Accounting Policies | |||||||||||||
Long-Lived Assets | |||||||||||||
Fixed assets are stated at cost. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets. Estimated useful lives for furniture and equipment range from three to eight years and for software purchased from three to seven years. Leasehold improvements are amortized over the shorter of the related lease term or estimated useful lives of the assets, which is generally three to five years. | |||||||||||||
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of | |||||||||||||
The Company reviews property and equipment and intangible assets with finite lives for impairment upon the occurrence of certain events or circumstances which indicate that the related amounts may be impaired. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. | |||||||||||||
Goodwill | |||||||||||||
Goodwill represents the excess of the amount paid and fair value of the non-controlling interests over the fair value of the acquired business assets, which include certain intangible assets. Historically, goodwill has been derived from acquisitions and, prior to 2009, from the purchase of some or all of a particular local management’s equity interest in an existing clinic. Effective January 1, 2009, if the purchase price of a non-controlling interest by the Company exceeds or is less than the book value at the time of purchase, any excess or shortfall, as applicable, is recognized as an adjustment to additional paid-in capital. | |||||||||||||
The fair value of goodwill and other intangible assets with indefinite lives are tested for impairment annually and upon the occurrence of certain events, and are written down to fair value if considered impaired. The Company evaluates goodwill for impairment on at least an annual basis (in its third quarter) by comparing the fair value of its reporting units to the carrying value of each reporting unit including related goodwill. The Company operates a one segment business which is made up of various clinics within partnerships. The partnerships are components of regions and are aggregated to the operating segment level for the purpose of determining our reporting units when performing our annual goodwill impairment test. | |||||||||||||
An impairment loss generally would be recognized when the carrying amount of the net assets of a reporting unit, inclusive of goodwill and other intangible assets, exceeds the estimated fair value of the reporting unit. The estimated fair value of a reporting unit is determined using two methods: (i) earnings prior to taxes, depreciation and amortization for the reporting unit multiplied by a price/earnings ratio used in the industry and (ii) a discounted cash flow analysis. A weight is assigned to each factor and the sum of each weight times the factor is considered the estimated fair value. For 2013, the factors (i.e., price/earnings ratio, discount rate and residual capitalization rate) were updated to reflect current market conditions. The evaluations in the third quarter of 2013 and 2012 did not yield any impairment charge. | |||||||||||||
Non-controlling interests | |||||||||||||
The Company recognizes non-controlling interests as equity in the consolidated financial statements separate from the parent entity’s equity. The amount of net income attributable to non-controlling interests is included in consolidated net income on the face of the income statement. Changes in a parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. The Company recognizes a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss is measured using the fair value of the non-controlling interest on the deconsolidation date. | |||||||||||||
When the purchase price of a non-controlling interest by the Company exceeds or is less than the book value at the time of purchase, any excess or shortfall, as applicable, is recognized as an adjustment to additional paid-in capital. Additionally, operating losses are allocated to non-controlling interests even when such allocation creates a deficit balance for the non-controlling interest partner. | |||||||||||||
Revenue Recognition | |||||||||||||
Revenues are recognized in the period in which services are rendered. Net patient revenues (patient revenues less estimated contractual adjustments) are reported at the estimated net realizable amounts from third-party payors, patients and others for services rendered. The Company has agreements with third-party payors that provide for payments to the Company at amounts different from its established rates. The allowance for estimated contractual adjustments is based on terms of payor contracts and historical collection and write-off experience. | |||||||||||||
The Company determines allowances for doubtful accounts based on the specific agings and payor classifications at each clinic. The provision for doubtful accounts is included in clinic operating costs in the statement of net income. Net accounts receivable, which are stated at the historical carrying amount net of contractual allowances, write-offs and allowance for doubtful accounts, includes only those amounts the Company estimates to be collectible. | |||||||||||||
Medicare Reimbursement | |||||||||||||
The Medicare program reimburses outpatient rehabilitation providers based on the Medicare Physician Fee Schedule (“MPFS”). The MPFS rates are automatically updated annually based on a formula, called the sustainable growth rate (“SGR”) formula. The use of the SGR formula would have resulted in calculated automatic reductions in rates in every year since 2002; however, for each year through 2013, Centers for Medicare & Medicaid Services (“CMS”) or Congress has taken action to prevent the implementation of SGR formula reductions. For 2013, the American Taxpayer Relief Act of 2012 froze the Medicare physician fee schedule rates at 2012 levels through December 31, 2013, averting a scheduled 26.5% cut as a result of the SGR formula that would have taken effect on January 1, 2013. On March 5, 2013, CMS estimated a 24.4% reduction in the MPFS rates for calendar year 2014, unless Congress again takes legislative action to prevent the SGR formula reductions from going into effect. If the 24.4% reduction is averted by Congress, the projected impact of the proposed 2014 MPFS rule on outpatient physical therapy services would be a positive 1% in aggregate for calendar year 2014. | |||||||||||||
The Budget Control Act of 2011 increased the federal debt ceiling in connection with deficit reductions over the next ten years, and requires automatic reductions in federal spending by approximately $1.2 trillion. Payments to Medicare providers are subject to these automatic spending reductions, subject to a 2% cap. On April 1, 2013, a 2% reduction to Medicare payments was implemented. | |||||||||||||
In addition, the Middle Class Tax Relief and Job Creation Act of 2012 (“MCTRA”) directed CMS to implement a claims-based data collection program to gather additional data on patient function during the course of therapy in order to better understand patient conditions and outcomes. All practice settings that provide outpatient therapy services are required to include this data on the claim form. Since July 1, 2013, therapists have been required to report new codes and modifiers on the claim form that reflect a patient’s functional limitations and goals at initial evaluation, periodically throughout care, and at discharge. Since July 1, 2013, CMS has rejected claims if the required data is not included in the claim. | |||||||||||||
As a result of the Balanced Budget Act of 1997, the formula for determining the total amount paid by Medicare in any one year for outpatient physical therapy, occupational therapy, and/or speech-language pathology services provided to any Medicare beneficiary (i.e., the “Therapy Cap” or “Limit”) was established. Based on the statutory definitions which constrained how the Therapy Cap would be applied, there is one Limit for Physical Therapy and Speech Language Pathology Services combined, and one Limit for Occupational Therapy. During 2013, the annual Limit on outpatient therapy services was $1,900 for Physical Therapy and Speech Language Pathology Services combined and $1,900 for Occupational Therapy Services. It is anticipated that in calendar year 2014 the therapy cap will be the 2013 rate increased by the percentage increase in the Medicare Economic Index. Historically, these Therapy Caps applied to outpatient therapy services provided in all settings, except for services provided in departments of hospitals. However, the American Taxpayer Relief Act of 2012 extended the annual limits on therapy expenses to services furnished in hospital outpatient department settings from October 1, 2012 through December 31, 2013. Unless Congress enacts legislation to extend the application of these limits to therapy provided in hospital outpatient settings, the Therapy Cap will no longer apply to such services starting as of January 1, 2014. | |||||||||||||
In the Deficit Reduction Act of 2005, Congress implemented an exceptions process to the annual Limit for therapy expenses for therapy services above the annual Limit. The American Taxpayer Relief Act of 2012 extended the exceptions process for outpatient Therapy Caps through December 31, 2013. Therapy services above the annual Limit that are medically necessary satisfy an exception to the annual Limit and such claims are payable by the Medicare program. Unless Congress extends the exceptions process, the Therapy Caps will apply to all claims regardless of medical necessity. For any claim above the annual Limit, the claim must contain a modifier indicating that the services are medically necessary and justified by appropriate documentation in the medical record. | |||||||||||||
Furthermore, under the MCTRA, since October 1, 2012, patients who met or exceeded $3,700 in therapy expenditures during a calendar year have been subject to a manual medical review to determine whether applicable payment criteria are satisfied. The $3,700 threshold is applied to Physical Therapy and Speech Language Pathology Services; a separate $3,700 threshold is applied to the Occupational Therapy. The American Taxpayer Relief Act of 2012 extended through December 31, 2013 the requirement that Medicare perform manual medical review of therapy services beyond the $3,700 threshold. In addition, as of January 1, 2013, CMS implemented a claims based data collection strategy that is designed to assist in reforming the Medicare payment system for outpatient therapy. Since January 1, 2013, all therapy claims must include additional codes and modifiers providing information about the beneficiary’s functional status at the outset of the therapy episode of care, specified points during treatment, and at the time of discharge. Effective July 1, 2013, claims submitted without the appropriate codes and modifiers are returned unpaid. | |||||||||||||
CMS adopted a multiple procedure payment reduction (“MPPR”) for therapy services in the final update to the MPFS for calendar year 2011. During 2011, the MPPR applied to all outpatient therapy services paid under Medicare Part B — occupational therapy, physical therapy and speech-language pathology. Under the policy, the Medicare program pays 100% of the practice expense component of the Relative Value Unit (“RVU”) for the therapy procedure with the highest practice expense RVU, then reduces the payment for the practice expense component for the second and subsequent therapy procedures or units of service furnished during the same day for the same patient, regardless of whether those therapy services are furnished in separate sessions. In 2011 and 2012, the practice expense component for the second and subsequent therapy service furnished during the same day for the same patient was reduced by 20% in office and other non-institutional settings and by 25% in institutional settings. The American Taxpayer Relief Act of 2012 increased the payment reduction of the practice expense component to 50%, on subsequent therapy procedures in either setting, effective April 1, 2013. This reduction in payment for our services provided to Medicare beneficiaries has negatively impacted the Company’s financial results, estimated to represent an 8% to 10% reduction in overall reimbursement for services the Company provides to Medicare beneficiaries as compared to the applicable reimbursement prior to April 1, 2013. | |||||||||||||
Statutes, regulations, and payment rules governing the delivery of therapy services to Medicare beneficiaries are complex and subject to interpretation. The Company believes that it is in compliance in all material respects with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material effect on the Company’s financial statements as of September 30, 2013. Compliance with such laws and regulations can be subject to future government review and interpretation, as well as significant regulatory action including fines, penalties, and exclusion from the Medicare program. | |||||||||||||
Management Contract Revenues | |||||||||||||
Management contract revenues are derived from contractual arrangements whereby the Company manages a clinic for third party owners. The Company does not have any ownership interest in these clinics. Typically, revenues are determined based on the number of visits conducted at the clinic and recognized when services are performed. Costs, typically salaries for the Company’s employees, are recorded when incurred. Management contract revenues are included in “other revenues” in the accompanying Consolidated Statements of Net Income. | |||||||||||||
Contractual Allowances | |||||||||||||
Contractual allowances result from the differences between the rates charged for services performed and expected reimbursements for such services by both insurance companies and government sponsored healthcare programs. Medicare regulations and the various third party payors and managed care contracts are often complex and may include multiple reimbursement mechanisms payable for the services provided in Company clinics. The Company estimates contractual allowances based on its interpretation of the applicable regulations, payor contracts and historical calculations. Each month the Company estimates its contractual allowance for each clinic based on payor contracts and the historical collection experience of the clinic and applies an appropriate contractual allowance reserve percentage to the gross accounts receivable balances for each payor of the clinic. Based on the Company’s historical experience, calculating the contractual allowance reserve percentage at the payor level is sufficient to allow it to provide the necessary detail and accuracy with its collectibility estimates. However, the services authorized and provided and related reimbursement are subject to interpretation that could result in payments that differ from the Company’s estimates. Payor terms are periodically revised necessitating continual review and assessment of the estimates made by management. The Company’s billing systems may not capture the exact change in its contractual allowance reserve estimate from period to period in order to assess the accuracy of its revenues, and hence, its contractual allowance reserves. Management regularly compares its cash collections to corresponding net revenues measured both in the aggregate and on a clinic-by-clinic basis. In the aggregate, the difference between net revenues and corresponding cash collections has historically generally reflected a difference within approximately 1% of net revenues. Additionally, analysis of subsequent period’s contractual write-offs on a payor basis shows a less than 1% difference between the actual aggregate contractual reserve percentage as compared to the estimated contractual allowance reserve percentage associated with the same period end balance. As a result, the Company believes that a change in the contractual allowance reserve estimate would not likely be more than 1% at September 30, 2013. | |||||||||||||
Income Taxes | |||||||||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which 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 income in the period that includes the enactment date. | |||||||||||||
The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount to be recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. | |||||||||||||
The Company recognizes accrued interest expense and penalties associated with unrecognized tax benefits as income tax expense. The Company did not have any accrued interest or penalties associated with any unrecognized tax benefits nor was any interest expense recognized during the three and nine months ended September 30, 2013 and 2012. | |||||||||||||
Fair Value of Financial Instruments | |||||||||||||
The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts receivable, accounts payable and notes payable approximate their fair values due to the short-term maturity of these financial instruments. The carrying amount of the Company’s revolving line of credit approximates its fair value. The interest rate on the revolving line of credit, which is tied to the Eurodollar Rate, is set at various short-term intervals as detailed in the Credit Agreement (as defined in Note 8). | |||||||||||||
Segment Reporting | |||||||||||||
Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by chief operating decision makers in deciding how to allocate resources and in assessing performance. The Company identifies operating segments based on management responsibility and believes it meets the criteria for aggregating its operating segments into a single reporting segment. | |||||||||||||
Use of Estimates | |||||||||||||
In preparing the Company’s consolidated financial statements, management makes certain estimates and assumptions, especially in relation to, but not limited to, purchase accounting, goodwill impairment, allowance for receivables, tax provision and contractual allowances, that affect the amounts reported in the consolidated financial statements and related disclosures. Actual results may differ from these estimates. | |||||||||||||
Self-Insurance Program | |||||||||||||
The Company utilizes a self-insurance plan for its employee group health insurance coverage administered by a third party. Predetermined loss limits have been arranged with the insurance company to minimize the Company’s maximum liability and cash outlay. Accrued expenses include the estimated incurred but unreported costs to settle unpaid claims and estimated future claims. Management believes that the current accrued amounts are sufficient to pay claims arising from self-insurance claims incurred through September 30, 2013. | |||||||||||||
Restricted Stock | |||||||||||||
Restricted stock issued to employees and directors is subject to certain conditions, including continued employment or continued service on our Board of Directors (the “Board”), respectively. The transfer restrictions for shares granted to directors lapse in four equal quarterly installments and those to employees lapse in equal installments on the following four or five annual anniversaries of the date of grant. Compensation expense for grants of restricted stock is recognized based on the fair value per share on the date of grant amortized over the service period. The restricted stock issued is included in basic and diluted shares for the earnings per share computation. | |||||||||||||
Reclassifications | |||||||||||||
Prior period amounts have been reclassified to conform to current period presentation due to discontinued operations. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
EARNINGS PER SHARE | ' | ||||||||||||||||
2. EARNINGS PER SHARE | |||||||||||||||||
The computations of basic and diluted earnings per share for the Company are as follows (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Earnings attributable to common shareholders: | |||||||||||||||||
From continuing operations | $ | 4,659 | $ | 4,622 | $ | 13,589 | $ | 13,982 | |||||||||
From discontinued operations | (4,432 | ) | (59 | ) | (4,727 | ) | (92 | ) | |||||||||
$ | 227 | $ | 4,563 | $ | 8,862 | $ | 13,890 | ||||||||||
Basic earnings per share attributable to common shareholders: | |||||||||||||||||
From continuing operations | $ | 0.38 | $ | 0.39 | $ | 1.13 | $ | 1.19 | |||||||||
From discontinued operations | (0.36 | ) | 0 | (0.39 | ) | (0.01 | ) | ||||||||||
Basic | $ | 0.02 | $ | 0.39 | $ | 0.74 | $ | 1.18 | |||||||||
Diluted earnings per share attributable to common shareholders: | |||||||||||||||||
From continuing operations | $ | 0.38 | $ | 0.38 | $ | 1.12 | $ | 1.18 | |||||||||
From discontinued operations | (0.36 | ) | 0 | (0.39 | ) | (0.01 | ) | ||||||||||
Diluted | $ | 0.02 | $ | 0.38 | $ | 0.73 | $ | 1.17 | |||||||||
Shares used in computation: | |||||||||||||||||
Basic earnings per share—weighted-average shares | 12,106 | 11,827 | 12,050 | 11,778 | |||||||||||||
Effect of dilutive securities—Stock options | 14 | 101 | 19 | 114 | |||||||||||||
Denominator for diluted earnings per share—adjusted weighted-average shares | 12,120 | 11,928 | 12,069 | 11,892 | |||||||||||||
All options to purchase shares were included in the diluted earnings per share calculation for the three and nine months ended September 30, 2013 and 2012 as the average market prices of the common stock was above the exercise prices. The Company’s restricted stock issued is included in basic and diluted shares for the earnings per share computation from the date of grant. |
ACQUISITIONS_OF_BUSINESSES
ACQUISITIONS OF BUSINESSES | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Text Block [Abstract] | ' | ||||
ACQUISITIONS OF BUSINESSES | ' | ||||
3. ACQUISITIONS OF BUSINESSES | |||||
The purchase price for the 72% interest in the February 2013 Acquisition was $4.3 million in cash and $400,000 in a seller note, that is payable in two principal installments totaling $200,000 each, plus accrued interest, in February 2014 and 2015. The purchase price for the 50% interest in the April 2013 Acquisition was $2.4 million in cash and $200,000 in a seller note, that is payable in two principal installments totaling $100,000 each, plus accrued interest, in April of 2014 and 2015. The purchase price for the 80% interest in the May 2013 Acquisition was $3.6 million in cash and $200,000 in a seller note, that is payable in two principal installments totaling $100,000 each, plus accrued interest, in May of 2014 and 2015. On February 1, 2013, through a subsidiary, the Company acquired a 100% interest in a clinic for $5,000, on June 1, 2013, through another subsidiary, the Company acquired a 100% interest in a clinic for $95,000 and on September 16, 2013, through another subsidiary, the Company acquired a 100% interest in a clinic for $130,000. The purchase prices have been preliminarily allocated as follows (in thousands): | |||||
Cash paid, net of cash acquired | $ | 10,128 | |||
Seller notes | 800 | ||||
Total consideration | $ | 10,928 | |||
Estimated fair value of net tangible assets acquired: | |||||
Total current assets | $ | 1,342 | |||
Total non-current assets | 719 | ||||
Total liabilities | (264 | ) | |||
Net tangible assets acquired | 1,797 | ||||
Referral relationships | 400 | ||||
Non competition | 160 | ||||
Tradename | 600 | ||||
Goodwill | 13,399 | ||||
Fair value of noncontrolling interest | (5,428 | ) | |||
$ | 10,928 | ||||
The consideration for each transaction was agreed upon through arm’s length negotiations. Funding for the cash portion of the purchase price was derived from proceeds under the Credit Agreement. | |||||
The results of operations of these acquisitions have been included in the Company’s consolidated financial statements since acquired. | |||||
Because these acquisitions occurred during the nine months ended September 30, 2013, the purchase price plus the fair value of the non-controlling interest was allocated to the fair value of the assets acquired and liabilities assumed based on the preliminary estimates of the fair values at the acquisition date, with the amount exceeding the estimated fair values being recorded as goodwill. The Company is in the process of completing its formal valuation analysis to identify and determine the fair value of tangible and intangible assets acquired and the liabilities assumed. Thus, the final allocation of the purchase price may differ from the preliminary estimates used at September 30, 2013 based on additional information obtained. Changes in the estimated valuation of the tangible and intangible assets acquired and the completion by the Company of the identification of any unrecorded pre-acquisition contingencies, where the liability is probable and the amount can be reasonably estimated, will likely result in adjustments to goodwill. | |||||
On May 22, 2012, the Company purchased a 70% interest in a 7 clinic group (“May 2012 Acquisition”). The purchase price for the 70% interest in the May 2012 Acquisition was $6,090,000 in cash and $250,000 in seller notes, that are payable in two principal installments totaling $125,000 each, plus any accrued interest, in May 2013 and 2014. The seller notes accrue interest at 3.25% per annum. For the Company, 70% of the goodwill for the May 2012 Acquisition is tax deductible. During the quarter ended March 31, 2013, the Company determined that the amounts attributable to intangible assets other than goodwill are as follows: tradenames—$1,300,000; referral relationships—$800,000; and non competition agreement—$240,000. The value assigned to referral relationships and the non competition agreements will be amortized over the related expected lives which are estimated to be 12 and six years, respectively. | |||||
In addition to the May 2012 Acquisition, in 2012, the Company, through its subsidiaries, purchased 7 outpatient therapy practices in 7 transactions for aggregate cash consideration of $1,938,000 and, in one transaction, a $100,000 note payable. The purchase prices were allocated $43,000 to current assets, $213,000 to non-current assets, $25,000 to non competition agreements, $57,000 to referral relationships and $1,883,000 to goodwill. | |||||
The purchase prices for the acquisitions in 2012 have been allocated as follows (in thousands): | |||||
Cash paid, net of cash acquired | $ | 7,929 | |||
Seller notes | 350 | ||||
Total consideration | $ | 8,279 | |||
Estimated fair value of net tangible assets acquired: | |||||
Total current assets | $ | 363 | |||
Total non-current assets | 478 | ||||
Total liabilities | (331 | ) | |||
Net tangible assets acquired | $ | 510 | |||
Tradenames | 1,300 | ||||
Referral relationships | 857 | ||||
Non competition agreements | 265 | ||||
Goodwill | 8,239 | ||||
Fair value of noncontrolling interest | (2,892 | ) | |||
$ | 8,279 | ||||
The purchase price plus the fair value of the non-controlling interest for the 2012 acquisitions was allocated to the fair value of the assets acquired and liabilities assumed based on the fair values at the acquisition date, with the amount exceeding the fair values being recorded as goodwill. | |||||
Unaudited proforma consolidated financial information for acquisitions occurring in 2013 and 2012 have not been included as the results were not material to current operations. |
ACQUISITIONS_OF_NONCONTROLLING
ACQUISITIONS OF NON-CONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2013 | |
Business Combinations [Abstract] | ' |
ACQUISITIONS OF NON-CONTROLLING INTERESTS | ' |
4. ACQUISITIONS OF NON-CONTROLLING INTERESTS | |
In seven separate transactions during the nine months ended September 30, 2013, the Company purchased interests in five partnerships. The interests in the partnerships purchased ranged from .1% to 35%. The aggregate of the purchase prices paid was $1.7 million, which included $142,000 of undistributed earnings. The remaining purchase price of $1.6 million, less future tax benefits of $0.6 million, was recognized as an adjustment to additional paid-in capital. During the nine months ended September 30, 2013, the Company sold a 1% interest in two separate partnerships for an aggregate price of $112,000. This amount, less tax effect of $34,000, was credited to additional paid-in capital. | |
Included in the above purchases of partnership interests, the Company purchased the remaining 1.3% of the non-controlling interest in STAR Physical Therapy, LP, a subsidiary of the Company (“STAR”), held by Mr. Regg Swanson, the Managing Director and a founder of STAR and a member of the Board (“Swanson”). The purchase price paid for the 1.3% interest was $801,640, which included $55,000 of undistributed earnings. The purchase price was determined based on the contractual terms in the Reorganization and Purchase Agreement dated as of September 6, 2007 among the Company, STAR, the limited partners of STAR and Swanson as Seller Representative and in his individual capacity, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2007. After this transaction, Swanson does not hold any interest in STAR. |
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Discontinued Operations And Disposal Groups [Abstract] | ' | ||||||||||||||||
DISCONTINUED OPERATIONS | ' | ||||||||||||||||
5. DISCONTINUED OPERATIONS | |||||||||||||||||
On September 30, 2013, the Company sold the remainder of its physician services business. Previously, the Company closed its two physician services facilities – one in August 2013 and the other in December 2012. As previously disclosed in the Company’s public filings, the physician services business incurred negative gross margins in 2012 and through the first nine months of 2013. Revenues from physician services were generated by patient visits, franchise arrangements and fees from third parties. The results of operations and the loss on the sale of the physician services business have been reclassified to discontinued operations for all periods presented. | |||||||||||||||||
The Company received $400,000 cash and a note receivable of $500,000. The sale less the write-off of assets, primarily of goodwill and other intangible assets, and recording of appropriate accruals resulted in an after-tax loss of $4.4 million. | |||||||||||||||||
The following table details the losses from discontinued operations reported for the physician services business: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net revenues | $ | 168 | $ | 750 | $ | 864 | $ | 2,123 | |||||||||
Operating costs | 369 | 822 | 1,537 | 2,157 | |||||||||||||
Gross margin | (201 | ) | (72 | ) | (673 | ) | (34 | ) | |||||||||
Direct general and administrative expenses less proceeds | 989 | 71 | 1,176 | 210 | |||||||||||||
Write off of goodwill and other intangible assets | 6,338 | — | 6,338 | — | |||||||||||||
(7,528 | ) | (143 | ) | (8,187 | ) | (244 | ) | ||||||||||
Tax benefit | 3,031 | 39 | 3,222 | 60 | |||||||||||||
Loss from discontinued operations | $ | (4,497 | ) | $ | (104 | ) | $ | (4,965 | ) | $ | (184 | ) | |||||
The cash flow impact of the sale and closures is deemed immaterial for the consolidated statements of cash flows. The reclassifications on the consolidated balance sheet as of December 31, 2012 are also deemed immaterial. |
GOODWILL
GOODWILL | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||
GOODWILL | ' | ||||
6. GOODWILL | |||||
The changes in the carrying amount of goodwill consisted of the following (in thousands): | |||||
Nine Months Ended | |||||
September 30, 2013 | |||||
Beginning balance | $ | 100,188 | |||
Goodwill acquired during the period | 13,399 | ||||
Goodwill allocated to specific assets for business acquired in 2012 | (2,340 | ) | |||
Write off of goodwill due to sale of business and other | (6,013 | ) | |||
Ending balance | $ | 105,234 | |||
The write off of goodwill relates to the discontinued operations discussed above. |
INTANGIBLE_ASSETS_NET
INTANGIBLE ASSETS, NET | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
INTANGIBLE ASSETS, NET | ' | ||||||||||||||||
7. INTANGIBLE ASSETS, NET | |||||||||||||||||
Intangible assets, net as of September 30, 2013 and December 31, 2012 consisted of the following (in thousands): | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Tradenames | $ | 9,814 | $ | 7,973 | |||||||||||||
Referral relationships, net of accumulated amortization of $1,460 and $1,217, respectively | 4,080 | 3,501 | |||||||||||||||
Non competition agreements, net of accumulated amortization of $1,872 and $1,848, respectively | 778 | 672 | |||||||||||||||
$ | 14,672 | $ | 12,146 | ||||||||||||||
Tradenames, referral relationships and non competition agreements are related to the businesses acquired. The value assigned to tradenames has an indefinite life and is tested at least annually for impairment in conjunction with the Company’s annual goodwill impairment test. The value assigned to referral relationships is being amortized over their respective estimated useful lives which range from six to 16 years. Non competition agreements are amortized over the respective term of the agreements which range from five to six years. | |||||||||||||||||
The following table details the amount of amortization expense recorded for intangible assets for the three and nine months ended September 30, 2013 and 2012 (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Referral relationships | 134 | 100 | 400 | 334 | |||||||||||||
Non competition agreements | 102 | 96 | 293 | 324 | |||||||||||||
236 | 196 | 693 | 658 | ||||||||||||||
Based on the balance of referral relationships and non competition agreements as of September 30, 2013, the expected amount to be amortized in 2013 and thereafter by year is as follows (in thousands): | |||||||||||||||||
Referral Relationships | Non Competition Agreements | ||||||||||||||||
Annual | Annual | ||||||||||||||||
Years | Amount | Years | Amount | ||||||||||||||
2013 | 490 | 2013 | 361 | ||||||||||||||
2014 | 462 | 2014 | 207 | ||||||||||||||
2015 | 441 | 2015 | 207 | ||||||||||||||
2016 | 441 | 2016 | 145 | ||||||||||||||
2017 | 441 | 2017 | 100 | ||||||||||||||
2018 | 405 | 2018 | 47 | ||||||||||||||
2019 | 368 | 2019 | 5 | ||||||||||||||
2020 | 368 | ||||||||||||||||
2021 | 367 | ||||||||||||||||
2022 | 319 | ||||||||||||||||
2023 | 211 | ||||||||||||||||
2024 | 111 | ||||||||||||||||
2025 | 31 | ||||||||||||||||
2026 | 2 |
NOTES_PAYABLE_AND_CREDIT_AGREE
NOTES PAYABLE AND CREDIT AGREEMENT | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
NOTES PAYABLE AND CREDIT AGREEMENT | ' | ||||||||
8. NOTES PAYABLE AND CREDIT AGREEMENT | |||||||||
Amounts outstanding under the Credit Agreement and notes payable as of September 30, 2013 and December 31, 2012 consisted of the following ($ in thousands): | |||||||||
2013 | 2012 | ||||||||
Credit Agreement average effective interest rate of 2.9% inclusive of unused fee | $ | 14,150 | $ | 17,400 | |||||
Various notes payable with $575 plus accrued interest due in the next year interest accrues at 3.25% per annum | 975 | 634 | |||||||
15,125 | 18,034 | ||||||||
Less current portion | (575 | ) | (459 | ) | |||||
$ | 14,550 | $ | 17,575 | ||||||
Effective August 27, 2007, the Company entered into a credit agreement with a commitment for a $30.0 million revolving credit facility which was increased to $50.0 million effective June 4, 2008 and increased to $75.0 million effective July 14, 2011 (the “Credit Agreement”). Effective March 18, 2009, the Credit Agreement was amended to permit the purchase up to $15,000,000 of the Company’s common stock subject to compliance with certain covenants, including the requirement that after giving effect to any stock purchase, the Company’s consolidated leverage ratio (as defined in the Credit Agreement) be less than 1.0 to 1.0 and that any stock repurchased be retired within seven days of purchase. Effective October 13, 2010, the Credit Agreement was amended to extend the maturity date from August 31, 2011 to August 31, 2015. In addition, the Credit Agreement was amended to adjust the pricing grid which is based on the Company’s consolidated leverage ratio with the applicable spread over LIBOR ranging from 1.6% to 2.5% or the applicable spread over the Base Rate ranging from .1% to 1%. Effective October 24, 2012, the Credit Agreement was amended to permit the Company to purchase, commencing on October 24, 2012, and at all times thereafter, up to $15,000,000 of its common stock subject to compliance with covenants. On December 3, 2012, the Credit Agreement was amended to allow the Company to pay a special dividend of $0.40 per share. The Credit Agreement is unsecured and has loan covenants, including requirements that the Company comply with a consolidated fixed charge coverage ratio and consolidated leverage ratio. Proceeds from the Credit Agreement may be used for working capital, acquisitions, purchases of the Company’s common stock, dividend payments to the Company’s common shareholders, capital expenditures and other corporate purposes. Fees under the Credit Agreement include an unused commitment fee ranging from .1% to .25% depending on the Company’s consolidated leverage ratio and the amount of funds outstanding under the Credit Agreement. On September 30, 2013, $14,150,000 was outstanding under the Credit Agreement resulting in $60,850,000 of availability. As of September 30, 2013, the Company was in compliance with all of the covenants thereunder. | |||||||||
The Company generally enters into various notes payable as a means of financing a portion of its acquisitions and purchases of non-controlling interests. In conjunction with the clinic group acquisitions, the Company entered into several seller notes. See Note 3 to consolidated financial statements – Acquisitions of Businesses. | |||||||||
Aggregate annual payments of principal required pursuant to the Credit Agreement and the above notes payable subsequent to September 30, 2013 are as follows (in thousands): | |||||||||
During the twelve months ended September 30, 2014 | $ | 575 | |||||||
During the twelve months ended September 30, 2015 | 14,550 | ||||||||
During the twelve months ended September 30, 2016 | — | ||||||||
$ | 15,125 | ||||||||
COMMON_STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
COMMON STOCK | ' |
9. COMMON STOCK | |
From September 2001 through December 31, 2008, the Board authorized the Company to purchase, in the open market or in privately negotiated transactions, up to 2,250,000 shares of the Company’s common stock. In March 2009, the Board authorized the repurchase of up to 10% or approximately 1,200,000 shares of its common stock (“March 2009 Authorization”). In connection with the March 2009 Authorization, the Company amended the Credit Agreement to permit share repurchases of up to $15,000,000. The Company is required to retire shares purchased under the March 2009 Authorization. | |
Under the March 2009 Authorization, the Company has purchased a total of 859,499 shares. There is no expiration date for the share repurchase program. The Credit Agreement was further amended to permit the Company to purchase, commencing on October 24, 2012 and at all times thereafter, up to $15,000,000 of its common stock subject to compliance with covenants. There are currently an additional estimated 340,501 shares that may be purchased from time to time in the open market or private transactions depending on price, availability and the Company’s cash position. The Company did not purchase any shares of its common stock during the three months and nine months ended September 30, 2013. |
BASIS_OF_PRESENTATION_AND_SIGN1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Long-Lived Assets | ' |
Long-Lived Assets | |
Fixed assets are stated at cost. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets. Estimated useful lives for furniture and equipment range from three to eight years and for software purchased from three to seven years. Leasehold improvements are amortized over the shorter of the related lease term or estimated useful lives of the assets, which is generally three to five years. | |
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of | ' |
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of | |
The Company reviews property and equipment and intangible assets with finite lives for impairment upon the occurrence of certain events or circumstances which indicate that the related amounts may be impaired. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. | |
Goodwill | ' |
Goodwill | |
Goodwill represents the excess of the amount paid and fair value of the non-controlling interests over the fair value of the acquired business assets, which include certain intangible assets. Historically, goodwill has been derived from acquisitions and, prior to 2009, from the purchase of some or all of a particular local management’s equity interest in an existing clinic. Effective January 1, 2009, if the purchase price of a non-controlling interest by the Company exceeds or is less than the book value at the time of purchase, any excess or shortfall, as applicable, is recognized as an adjustment to additional paid-in capital. | |
The fair value of goodwill and other intangible assets with indefinite lives are tested for impairment annually and upon the occurrence of certain events, and are written down to fair value if considered impaired. The Company evaluates goodwill for impairment on at least an annual basis (in its third quarter) by comparing the fair value of its reporting units to the carrying value of each reporting unit including related goodwill. The Company operates a one segment business which is made up of various clinics within partnerships. The partnerships are components of regions and are aggregated to the operating segment level for the purpose of determining our reporting units when performing our annual goodwill impairment test. | |
An impairment loss generally would be recognized when the carrying amount of the net assets of a reporting unit, inclusive of goodwill and other intangible assets, exceeds the estimated fair value of the reporting unit. The estimated fair value of a reporting unit is determined using two methods: (i) earnings prior to taxes, depreciation and amortization for the reporting unit multiplied by a price/earnings ratio used in the industry and (ii) a discounted cash flow analysis. A weight is assigned to each factor and the sum of each weight times the factor is considered the estimated fair value. For 2013, the factors (i.e., price/earnings ratio, discount rate and residual capitalization rate) were updated to reflect current market conditions. The evaluations in the third quarter of 2013 and 2012 did not yield any impairment charge. | |
Non-controlling Interests | ' |
Non-controlling interests | |
The Company recognizes non-controlling interests as equity in the consolidated financial statements separate from the parent entity’s equity. The amount of net income attributable to non-controlling interests is included in consolidated net income on the face of the income statement. Changes in a parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. The Company recognizes a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss is measured using the fair value of the non-controlling interest on the deconsolidation date. | |
When the purchase price of a non-controlling interest by the Company exceeds or is less than the book value at the time of purchase, any excess or shortfall, as applicable, is recognized as an adjustment to additional paid-in capital. Additionally, operating losses are allocated to non-controlling interests even when such allocation creates a deficit balance for the non-controlling interest partner. | |
Revenue Recognition | ' |
Revenue Recognition | |
Revenues are recognized in the period in which services are rendered. Net patient revenues (patient revenues less estimated contractual adjustments) are reported at the estimated net realizable amounts from third-party payors, patients and others for services rendered. The Company has agreements with third-party payors that provide for payments to the Company at amounts different from its established rates. The allowance for estimated contractual adjustments is based on terms of payor contracts and historical collection and write-off experience. | |
The Company determines allowances for doubtful accounts based on the specific agings and payor classifications at each clinic. The provision for doubtful accounts is included in clinic operating costs in the statement of net income. Net accounts receivable, which are stated at the historical carrying amount net of contractual allowances, write-offs and allowance for doubtful accounts, includes only those amounts the Company estimates to be collectible. | |
Medicare Reimbursement | |
The Medicare program reimburses outpatient rehabilitation providers based on the Medicare Physician Fee Schedule (“MPFS”). The MPFS rates are automatically updated annually based on a formula, called the sustainable growth rate (“SGR”) formula. The use of the SGR formula would have resulted in calculated automatic reductions in rates in every year since 2002; however, for each year through 2013, Centers for Medicare & Medicaid Services (“CMS”) or Congress has taken action to prevent the implementation of SGR formula reductions. For 2013, the American Taxpayer Relief Act of 2012 froze the Medicare physician fee schedule rates at 2012 levels through December 31, 2013, averting a scheduled 26.5% cut as a result of the SGR formula that would have taken effect on January 1, 2013. On March 5, 2013, CMS estimated a 24.4% reduction in the MPFS rates for calendar year 2014, unless Congress again takes legislative action to prevent the SGR formula reductions from going into effect. If the 24.4% reduction is averted by Congress, the projected impact of the proposed 2014 MPFS rule on outpatient physical therapy services would be a positive 1% in aggregate for calendar year 2014. | |
The Budget Control Act of 2011 increased the federal debt ceiling in connection with deficit reductions over the next ten years, and requires automatic reductions in federal spending by approximately $1.2 trillion. Payments to Medicare providers are subject to these automatic spending reductions, subject to a 2% cap. On April 1, 2013, a 2% reduction to Medicare payments was implemented. | |
In addition, the Middle Class Tax Relief and Job Creation Act of 2012 (“MCTRA”) directed CMS to implement a claims-based data collection program to gather additional data on patient function during the course of therapy in order to better understand patient conditions and outcomes. All practice settings that provide outpatient therapy services are required to include this data on the claim form. Since July 1, 2013, therapists have been required to report new codes and modifiers on the claim form that reflect a patient’s functional limitations and goals at initial evaluation, periodically throughout care, and at discharge. Since July 1, 2013, CMS has rejected claims if the required data is not included in the claim. | |
As a result of the Balanced Budget Act of 1997, the formula for determining the total amount paid by Medicare in any one year for outpatient physical therapy, occupational therapy, and/or speech-language pathology services provided to any Medicare beneficiary (i.e., the “Therapy Cap” or “Limit”) was established. Based on the statutory definitions which constrained how the Therapy Cap would be applied, there is one Limit for Physical Therapy and Speech Language Pathology Services combined, and one Limit for Occupational Therapy. During 2013, the annual Limit on outpatient therapy services was $1,900 for Physical Therapy and Speech Language Pathology Services combined and $1,900 for Occupational Therapy Services. It is anticipated that in calendar year 2014 the therapy cap will be the 2013 rate increased by the percentage increase in the Medicare Economic Index. Historically, these Therapy Caps applied to outpatient therapy services provided in all settings, except for services provided in departments of hospitals. However, the American Taxpayer Relief Act of 2012 extended the annual limits on therapy expenses to services furnished in hospital outpatient department settings from October 1, 2012 through December 31, 2013. Unless Congress enacts legislation to extend the application of these limits to therapy provided in hospital outpatient settings, the Therapy Cap will no longer apply to such services starting as of January 1, 2014. | |
In the Deficit Reduction Act of 2005, Congress implemented an exceptions process to the annual Limit for therapy expenses for therapy services above the annual Limit. The American Taxpayer Relief Act of 2012 extended the exceptions process for outpatient Therapy Caps through December 31, 2013. Therapy services above the annual Limit that are medically necessary satisfy an exception to the annual Limit and such claims are payable by the Medicare program. Unless Congress extends the exceptions process, the Therapy Caps will apply to all claims regardless of medical necessity. For any claim above the annual Limit, the claim must contain a modifier indicating that the services are medically necessary and justified by appropriate documentation in the medical record. | |
Furthermore, under the MCTRA, since October 1, 2012, patients who met or exceeded $3,700 in therapy expenditures during a calendar year have been subject to a manual medical review to determine whether applicable payment criteria are satisfied. The $3,700 threshold is applied to Physical Therapy and Speech Language Pathology Services; a separate $3,700 threshold is applied to the Occupational Therapy. The American Taxpayer Relief Act of 2012 extended through December 31, 2013 the requirement that Medicare perform manual medical review of therapy services beyond the $3,700 threshold. In addition, as of January 1, 2013, CMS implemented a claims based data collection strategy that is designed to assist in reforming the Medicare payment system for outpatient therapy. Since January 1, 2013, all therapy claims must include additional codes and modifiers providing information about the beneficiary’s functional status at the outset of the therapy episode of care, specified points during treatment, and at the time of discharge. Effective July 1, 2013, claims submitted without the appropriate codes and modifiers are returned unpaid. | |
CMS adopted a multiple procedure payment reduction (“MPPR”) for therapy services in the final update to the MPFS for calendar year 2011. During 2011, the MPPR applied to all outpatient therapy services paid under Medicare Part B — occupational therapy, physical therapy and speech-language pathology. Under the policy, the Medicare program pays 100% of the practice expense component of the Relative Value Unit (“RVU”) for the therapy procedure with the highest practice expense RVU, then reduces the payment for the practice expense component for the second and subsequent therapy procedures or units of service furnished during the same day for the same patient, regardless of whether those therapy services are furnished in separate sessions. In 2011 and 2012, the practice expense component for the second and subsequent therapy service furnished during the same day for the same patient was reduced by 20% in office and other non-institutional settings and by 25% in institutional settings. The American Taxpayer Relief Act of 2012 increased the payment reduction of the practice expense component to 50%, on subsequent therapy procedures in either setting, effective April 1, 2013. This reduction in payment for our services provided to Medicare beneficiaries has negatively impacted the Company’s financial results, estimated to represent an 8% to 10% reduction in overall reimbursement for services the Company provides to Medicare beneficiaries as compared to the applicable reimbursement prior to April 1, 2013. | |
Statutes, regulations, and payment rules governing the delivery of therapy services to Medicare beneficiaries are complex and subject to interpretation. The Company believes that it is in compliance in all material respects with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material effect on the Company’s financial statements as of September 30, 2013. Compliance with such laws and regulations can be subject to future government review and interpretation, as well as significant regulatory action including fines, penalties, and exclusion from the Medicare program. | |
Management Contract Revenues | |
Management contract revenues are derived from contractual arrangements whereby the Company manages a clinic for third party owners. The Company does not have any ownership interest in these clinics. Typically, revenues are determined based on the number of visits conducted at the clinic and recognized when services are performed. Costs, typically salaries for the Company’s employees, are recorded when incurred. Management contract revenues are included in “other revenues” in the accompanying Consolidated Statements of Net Income. | |
Contractual Allowances | ' |
Contractual Allowances | |
Contractual allowances result from the differences between the rates charged for services performed and expected reimbursements for such services by both insurance companies and government sponsored healthcare programs. Medicare regulations and the various third party payors and managed care contracts are often complex and may include multiple reimbursement mechanisms payable for the services provided in Company clinics. The Company estimates contractual allowances based on its interpretation of the applicable regulations, payor contracts and historical calculations. Each month the Company estimates its contractual allowance for each clinic based on payor contracts and the historical collection experience of the clinic and applies an appropriate contractual allowance reserve percentage to the gross accounts receivable balances for each payor of the clinic. Based on the Company’s historical experience, calculating the contractual allowance reserve percentage at the payor level is sufficient to allow it to provide the necessary detail and accuracy with its collectibility estimates. However, the services authorized and provided and related reimbursement are subject to interpretation that could result in payments that differ from the Company’s estimates. Payor terms are periodically revised necessitating continual review and assessment of the estimates made by management. The Company’s billing systems may not capture the exact change in its contractual allowance reserve estimate from period to period in order to assess the accuracy of its revenues, and hence, its contractual allowance reserves. Management regularly compares its cash collections to corresponding net revenues measured both in the aggregate and on a clinic-by-clinic basis. In the aggregate, the difference between net revenues and corresponding cash collections has historically generally reflected a difference within approximately 1% of net revenues. Additionally, analysis of subsequent period’s contractual write-offs on a payor basis shows a less than 1% difference between the actual aggregate contractual reserve percentage as compared to the estimated contractual allowance reserve percentage associated with the same period end balance. As a result, the Company believes that a change in the contractual allowance reserve estimate would not likely be more than 1% at September 30, 2013. | |
Income Taxes | ' |
Income Taxes | |
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which 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 income in the period that includes the enactment date. | |
The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount to be recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. | |
The Company recognizes accrued interest expense and penalties associated with unrecognized tax benefits as income tax expense. The Company did not have any accrued interest or penalties associated with any unrecognized tax benefits nor was any interest expense recognized during the three and nine months ended September 30, 2013 and 2012. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts receivable, accounts payable and notes payable approximate their fair values due to the short-term maturity of these financial instruments. The carrying amount of the Company’s revolving line of credit approximates its fair value. The interest rate on the revolving line of credit, which is tied to the Eurodollar Rate, is set at various short-term intervals as detailed in the Credit Agreement (as defined in Note 8). | |
Segment Reporting | ' |
Segment Reporting | |
Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by chief operating decision makers in deciding how to allocate resources and in assessing performance. The Company identifies operating segments based on management responsibility and believes it meets the criteria for aggregating its operating segments into a single reporting segment. | |
Use of Estimates | ' |
Use of Estimates | |
In preparing the Company’s consolidated financial statements, management makes certain estimates and assumptions, especially in relation to, but not limited to, purchase accounting, goodwill impairment, allowance for receivables, tax provision and contractual allowances, that affect the amounts reported in the consolidated financial statements and related disclosures. Actual results may differ from these estimates. | |
Self-Insurance Program | ' |
Self-Insurance Program | |
The Company utilizes a self-insurance plan for its employee group health insurance coverage administered by a third party. Predetermined loss limits have been arranged with the insurance company to minimize the Company’s maximum liability and cash outlay. Accrued expenses include the estimated incurred but unreported costs to settle unpaid claims and estimated future claims. Management believes that the current accrued amounts are sufficient to pay claims arising from self-insurance claims incurred through September 30, 2013. | |
Restricted Stock | ' |
Restricted Stock | |
Restricted stock issued to employees and directors is subject to certain conditions, including continued employment or continued service on our Board of Directors (the “Board”), respectively. The transfer restrictions for shares granted to directors lapse in four equal quarterly installments and those to employees lapse in equal installments on the following four or five annual anniversaries of the date of grant. Compensation expense for grants of restricted stock is recognized based on the fair value per share on the date of grant amortized over the service period. The restricted stock issued is included in basic and diluted shares for the earnings per share computation. | |
Reclassifications | ' |
Reclassifications | |
Prior period amounts have been reclassified to conform to current period presentation due to discontinued operations. |
BASIS_OF_PRESENTATION_AND_SIGN2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Schedule of Clinic Acquisition | ' | ||||||||||||
During the nine months ended September 30, 2013, the Company acquired the following clinic groups: | |||||||||||||
% Interest | Number of | ||||||||||||
Acquisition | Date | Acquired | Clinics | ||||||||||
February 2013 Acquisition | 28-Feb | 72 | % | 9 | |||||||||
April 2013 Acquisition | 30-Apr | 50 | % | 5 | |||||||||
May 2013 Acquisition | May 24 | 80 | % | 5 |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Computations of Basic and Diluted Earnings Per Share | ' | ||||||||||||||||
The computations of basic and diluted earnings per share for the Company are as follows (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Earnings attributable to common shareholders: | |||||||||||||||||
From continuing operations | $ | 4,659 | $ | 4,622 | $ | 13,589 | $ | 13,982 | |||||||||
From discontinued operations | (4,432 | ) | (59 | ) | (4,727 | ) | (92 | ) | |||||||||
$ | 227 | $ | 4,563 | $ | 8,862 | $ | 13,890 | ||||||||||
Basic earnings per share attributable to common shareholders: | |||||||||||||||||
From continuing operations | $ | 0.38 | $ | 0.39 | $ | 1.13 | $ | 1.19 | |||||||||
From discontinued operations | (0.36 | ) | 0 | (0.39 | ) | (0.01 | ) | ||||||||||
Basic | $ | 0.02 | $ | 0.39 | $ | 0.74 | $ | 1.18 | |||||||||
Diluted earnings per share attributable to common shareholders: | |||||||||||||||||
From continuing operations | $ | 0.38 | $ | 0.38 | $ | 1.12 | $ | 1.18 | |||||||||
From discontinued operations | (0.36 | ) | 0 | (0.39 | ) | (0.01 | ) | ||||||||||
Diluted | $ | 0.02 | $ | 0.38 | $ | 0.73 | $ | 1.17 | |||||||||
Shares used in computation: | |||||||||||||||||
Basic earnings per share—weighted-average shares | 12,106 | 11,827 | 12,050 | 11,778 | |||||||||||||
Effect of dilutive securities—Stock options | 14 | 101 | 19 | 114 | |||||||||||||
Denominator for diluted earnings per share—adjusted weighted-average shares | 12,120 | 11,928 | 12,069 | 11,892 | |||||||||||||
ACQUISITIONS_OF_BUSINESSES_Tab
ACQUISITIONS OF BUSINESSES (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Text Block [Abstract] | ' | ||||
Schedule of Preliminary Purchase Prices Allocation | ' | ||||
The purchase prices have been preliminarily allocated as follows (in thousands): | |||||
Cash paid, net of cash acquired | $ | 10,128 | |||
Seller notes | 800 | ||||
Total consideration | $ | 10,928 | |||
Estimated fair value of net tangible assets acquired: | |||||
Total current assets | $ | 1,342 | |||
Total non-current assets | 719 | ||||
Total liabilities | (264 | ) | |||
Net tangible assets acquired | 1,797 | ||||
Referral relationships | 400 | ||||
Non competition | 160 | ||||
Tradename | 600 | ||||
Goodwill | 13,399 | ||||
Fair value of noncontrolling interest | (5,428 | ) | |||
$ | 10,928 | ||||
The purchase prices for the acquisitions in 2012 have been allocated as follows (in thousands): | |||||
Cash paid, net of cash acquired | $ | 7,929 | |||
Seller notes | 350 | ||||
Total consideration | $ | 8,279 | |||
Estimated fair value of net tangible assets acquired: | |||||
Total current assets | $ | 363 | |||
Total non-current assets | 478 | ||||
Total liabilities | (331 | ) | |||
Net tangible assets acquired | $ | 510 | |||
Tradenames | 1,300 | ||||
Referral relationships | 857 | ||||
Non competition agreements | 265 | ||||
Goodwill | 8,239 | ||||
Fair value of noncontrolling interest | (2,892 | ) | |||
$ | 8,279 | ||||
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Discontinued Operations And Disposal Groups [Abstract] | ' | ||||||||||||||||
Schedule of Details of Losses Reported for Physician Services | ' | ||||||||||||||||
The following table details the losses from discontinued operations reported for the physician services business: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net revenues | $ | 168 | $ | 750 | $ | 864 | $ | 2,123 | |||||||||
Operating costs | 369 | 822 | 1,537 | 2,157 | |||||||||||||
Gross margin | (201 | ) | (72 | ) | (673 | ) | (34 | ) | |||||||||
Direct general and administrative expenses less proceeds | 989 | 71 | 1,176 | 210 | |||||||||||||
Write off of goodwill and other intangible assets | 6,338 | — | 6,338 | — | |||||||||||||
(7,528 | ) | (143 | ) | (8,187 | ) | (244 | ) | ||||||||||
Tax benefit | 3,031 | 39 | 3,222 | 60 | |||||||||||||
Loss from discontinued operations | $ | (4,497 | ) | $ | (104 | ) | $ | (4,965 | ) | $ | (184 | ) | |||||
GOODWILL_Tables
GOODWILL (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||
Summary of Changes in Carrying Amount of Goodwill | ' | ||||
The changes in the carrying amount of goodwill consisted of the following (in thousands): | |||||
Nine Months | |||||
Ended | |||||
September 30, | |||||
2013 | |||||
Beginning balance | $ | 100,188 | |||
Goodwill acquired during the period | 13,399 | ||||
Goodwill allocated to specific assets for business acquired in 2012 | (2,340 | ) | |||
Write off of goodwill due to sale of business and other | (6,013 | ) | |||
Ending balance | $ | 105,234 | |||
INTANGIBLE_ASSETS_NET_Tables
INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Intangible Assets, Net | ' | ||||||||||||||||
Intangible assets, net as of September 30, 2013 and December 31, 2012 consisted of the following (in thousands): | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Tradenames | $ | 9,814 | $ | 7,973 | |||||||||||||
Referral relationships, net of accumulated amortization of $1,460 and $1,217, respectively | 4,080 | 3,501 | |||||||||||||||
Non competition agreements, net of accumulated amortization of $1,872 and $1,848, respectively | 778 | 672 | |||||||||||||||
$ | 14,672 | $ | 12,146 | ||||||||||||||
Amortization Expenses | ' | ||||||||||||||||
The following table details the amount of amortization expense recorded for intangible assets for the three and nine months ended September 30, 2013 and 2012 (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Referral relationships | 134 | 100 | 400 | 334 | |||||||||||||
Non competition agreements | 102 | 96 | 293 | 324 | |||||||||||||
236 | 196 | 693 | 658 | ||||||||||||||
Amortization of Referral Relationships and Non Competition Agreements | ' | ||||||||||||||||
Based on the balance of referral relationships and non competition agreements as of September 30, 2013, the expected amount to be amortized in 2013 and thereafter by year is as follows (in thousands): | |||||||||||||||||
Referral Relationships | Non Competition Agreements | ||||||||||||||||
Annual | Annual | ||||||||||||||||
Years | Amount | Years | Amount | ||||||||||||||
2013 | 490 | 2013 | 361 | ||||||||||||||
2014 | 462 | 2014 | 207 | ||||||||||||||
2015 | 441 | 2015 | 207 | ||||||||||||||
2016 | 441 | 2016 | 145 | ||||||||||||||
2017 | 441 | 2017 | 100 | ||||||||||||||
2018 | 405 | 2018 | 47 | ||||||||||||||
2019 | 368 | 2019 | 5 | ||||||||||||||
2020 | 368 | ||||||||||||||||
2021 | 367 | ||||||||||||||||
2022 | 319 | ||||||||||||||||
2023 | 211 | ||||||||||||||||
2024 | 111 | ||||||||||||||||
2025 | 31 | ||||||||||||||||
2026 | 2 |
NOTES_PAYABLE_AND_CREDIT_AGREE1
NOTES PAYABLE AND CREDIT AGREEMENT (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Summary of Credit Agreement and Notes Payable | ' | ||||||||
Amounts outstanding under the Credit Agreement and notes payable as of September 30, 2013 and December 31, 2012 consisted of the following ($ in thousands): | |||||||||
2013 | 2012 | ||||||||
Credit Agreement average effective interest rate of 2.9% inclusive of unused fee | $ | 14,150 | $ | 17,400 | |||||
Various notes payable with $575 plus accrued interest due in the next year interest accrues at 3.25% per annum | 975 | 634 | |||||||
15,125 | 18,034 | ||||||||
Less current portion | (575 | ) | (459 | ) | |||||
$ | 14,550 | $ | 17,575 | ||||||
Summary of Aggregate Annual Payments of Principal Required to Revolving Credit Facility | ' | ||||||||
Aggregate annual payments of principal required pursuant to the Credit Agreement and the above notes payable subsequent to September 30, 2013 are as follows (in thousands): | |||||||||
During the twelve months ended September 30, 2014 | $ | 575 | |||||||
During the twelve months ended September 30, 2015 | 14,550 | ||||||||
During the twelve months ended September 30, 2016 | — | ||||||||
$ | 15,125 | ||||||||
Recovered_Sheet1
Basis of Presentation and Significant Accounting Policies - Additional information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 05, 2013 | 31-May-12 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Clinic | Clinic | Clinic | ||||
State | State | |||||
Depreciation Amortization Impairment [Line Items] | ' | ' | ' | ' | ' | ' |
Percentage of general partnership interest owned | ' | ' | ' | ' | 1.00% | ' |
Percentage of limited partnership interest owned | ' | ' | ' | ' | 64.00% | ' |
Number of clinic acquired | ' | 7 | ' | ' | 1 | ' |
Number of clinics operated | ' | ' | 447 | ' | 447 | ' |
Number of states where clinics are operated | ' | ' | 43 | ' | 43 | ' |
Percentage of reduction prevented | ' | ' | ' | ' | 26.50% | ' |
Percentage reduction in MPFS | 24.40% | ' | ' | ' | ' | ' |
Percentage of Outpatient physical therapy services | 1.00% | ' | ' | ' | ' | ' |
Effective date of reduction in Medicare physician fee payment rate | ' | ' | ' | ' | 1-Apr-13 | ' |
Federal debt ceiling in connection with deficit reductions | ' | ' | ' | ' | '10 years | ' |
Reductions in federal spending | ' | ' | ' | ' | $1,200,000,000,000 | ' |
Medicare spending cut percentage | ' | ' | ' | ' | 2.00% | ' |
Expected reduction in Medicare spending percentage | ' | ' | 2.00% | ' | 2.00% | ' |
Percentage of practice expense component | ' | ' | ' | ' | 100.00% | ' |
Percentage reduction for service | ' | ' | ' | ' | 20.00% | ' |
Percentage reduction for service in institutional settings | ' | ' | ' | ' | 25.00% | ' |
Percentage of increased payment reduction | ' | ' | ' | ' | 50.00% | ' |
Difference between net revenues and corresponding cash collections, approximately of net revenues | ' | ' | ' | ' | 1.00% | ' |
Maximum difference between actual aggregate contractual reserve and estimated contractual allowance reserve | ' | ' | ' | ' | 1.00% | ' |
Minimum difference between actual aggregate contractual reserve and estimated contractual allowance reserve | ' | ' | ' | ' | 1.00% | ' |
Minimum percentage of fair value reporting unit less than carrying amount | ' | ' | ' | ' | 50.00% | ' |
Accrued interest and penalties associated with any unrecognized tax benefits | ' | ' | 0 | 0 | 0 | 0 |
Unrecognized tax benefit | ' | ' | 0 | 0 | 0 | 0 |
Interest expense recognized | ' | ' | 0 | 0 | 0 | 0 |
Prior Period Reclassification Adjustment Description | ' | ' | ' | ' | 'Prior period amounts have been reclassified to conform to current period presentation due to discontinued operations. | ' |
Shares granted to employees lapse in equal installments on the following four or five annual anniversaries of the date of grant | ' | ' | ' | ' | 'Shares granted to employees lapse in equal installments on the following four or five annual anniversaries of the date of grant. | ' |
Minimum [Member] | ' | ' | ' | ' | ' | ' |
Depreciation Amortization Impairment [Line Items] | ' | ' | ' | ' | ' | ' |
Combined physical therapy/speech language pathology expenses | ' | ' | ' | ' | 3,700 | ' |
Reduction in overall reimbursement for services Company provides to Medicare beneficiaries. | ' | ' | ' | ' | 8.00% | ' |
Maximum [Member] | ' | ' | ' | ' | ' | ' |
Depreciation Amortization Impairment [Line Items] | ' | ' | ' | ' | ' | ' |
Annual limit on physical therapy and speech language pathology services | ' | ' | ' | ' | 1,900 | ' |
Annual limit occupational therapy services | ' | ' | ' | ' | $1,900 | ' |
Reduction in overall reimbursement for services Company provides to Medicare beneficiaries. | ' | ' | ' | ' | 10.00% | ' |
Furniture & equipment [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' |
Depreciation Amortization Impairment [Line Items] | ' | ' | ' | ' | ' | ' |
Estimated useful lives | ' | ' | ' | ' | '3 years | ' |
Furniture & equipment [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' |
Depreciation Amortization Impairment [Line Items] | ' | ' | ' | ' | ' | ' |
Estimated useful lives | ' | ' | ' | ' | '8 years | ' |
Computer Software, Intangible Asset [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' |
Depreciation Amortization Impairment [Line Items] | ' | ' | ' | ' | ' | ' |
Estimated useful lives | ' | ' | ' | ' | '3 years | ' |
Computer Software, Intangible Asset [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' |
Depreciation Amortization Impairment [Line Items] | ' | ' | ' | ' | ' | ' |
Estimated useful lives | ' | ' | ' | ' | '7 years | ' |
Leasehold improvements [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' |
Depreciation Amortization Impairment [Line Items] | ' | ' | ' | ' | ' | ' |
Estimated useful lives | ' | ' | ' | ' | '3 years | ' |
Leasehold improvements [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' |
Depreciation Amortization Impairment [Line Items] | ' | ' | ' | ' | ' | ' |
Estimated useful lives | ' | ' | ' | ' | '5 years | ' |
Recovered_Sheet2
Basis of Presentation and Significant Accounting Policies - Schedule of Clinic Acquisition (Detail) | 12 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2012 | Sep. 30, 2013 | Sep. 16, 2013 | Feb. 28, 2013 | 22-May-12 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Clinic | February 2013 Acquisition [Member] | April 2013 Acquisition [Member] | May 2013 Acquisition [Member] | |||||
Clinic | Clinic | Clinic | ||||||
Loans At Acquisition Date [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition date | ' | ' | ' | ' | ' | 28-Feb-13 | 30-Apr-13 | 24-May-13 |
Percentage of interest acquired | ' | 100.00% | 100.00% | 100.00% | 70.00% | 72.00% | 50.00% | 80.00% |
Number of clinics | 7 | ' | ' | ' | ' | 9 | 5 | 5 |
Earnings_Per_Share_Computation
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings attributable to common shareholders: | ' | ' | ' | ' |
From continuing operations | $4,659 | $4,622 | $13,589 | $13,982 |
From discontinued operations | -4,432 | -59 | -4,727 | -92 |
Net income attributable to common shareholders | $227 | $4,563 | $8,862 | $13,890 |
Basic earnings per share attributable to common shareholders: | ' | ' | ' | ' |
From continuing operations | $0.38 | $0.39 | $1.13 | $1.19 |
From discontinued operations | ($0.36) | $0 | ($0.39) | ($0.01) |
Basic | $0.02 | $0.39 | $0.74 | $1.18 |
Diluted earnings per share attributable to common shareholders: | ' | ' | ' | ' |
From continuing operations | $0.38 | $0.38 | $1.12 | $1.18 |
From discontinued operations | ($0.36) | $0 | ($0.39) | ($0.01) |
Diluted | $0.02 | $0.38 | $0.73 | $1.17 |
Shares used in computation: | ' | ' | ' | ' |
Basic earnings per share - weighted-average shares | 12,106 | 11,827 | 12,050 | 11,778 |
Effect of dilutive securities - Stock options | 14 | 101 | 19 | 114 |
Denominator for diluted earnings per share - adjusted weighted-average shares | 12,120 | 11,928 | 12,069 | 11,892 |
Acquisition_of_Businesses_Addi
Acquisition of Businesses - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | |||||||||||||||
31-May-12 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 16, 2013 | Feb. 28, 2013 | 22-May-12 | 22-May-12 | Feb. 28, 2013 | Feb. 28, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | 31-May-13 | 31-May-12 | 31-May-13 | 31-May-12 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Clinic | Clinic | Clinic | Seller Note [Member] | February 2015 [Member] | February 2016 [Member] | April 2014 [Member] | April 2015 [Member] | May 2014 [Member] | May 2014 [Member] | May 2015 [Member] | May 2013 [Member] | Non Competition Agreement [Member] | Referral relationships [Member] | Multi Clinic [Member] | Multi Clinic [Member] | Multi Clinic [Member] | February 2013 Acquisition [Member] | April 2013 Acquisition [Member] | May 2013 Acquisition [Member] | ||||
Transactions | Non Competition Agreement [Member] | Non Competition Agreement [Member] | Installment | Installment | Installment | ||||||||||||||||||
Clinic | Clinic | Clinic | |||||||||||||||||||||
Loans At Acquisition Date [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of purchase of non controlling interest | ' | 100.00% | ' | 100.00% | 100.00% | 70.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 72.00% | 50.00% | 80.00% |
Cash paid for acquisition of interest in clinic | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,090,000 | ' | ' | $1,938,000 | ' | ' | $4,300,000 | $2,400,000 | $3,600,000 |
Business acquisition number of installments to payment of purchase consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 2 | 2 |
Business acquisition, cost of acquired entity | ' | 130,000 | ' | 95,000 | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition cost payable in two principal installments including accrued interest | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | 100,000 | 100,000 | 100,000 | 125,000 | 100,000 | 125,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Seller notes issued for acquisition of interest in clinic | ' | ' | 350,000 | ' | 800,000 | 250,000 | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of clinics | ' | ' | 7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9 | 5 | 5 |
Percentage of Tax Deductible Goodwill | ' | ' | ' | ' | ' | 70.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest seller note | ' | ' | ' | ' | ' | ' | 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tradenames | ' | 1,300,000 | 1,300,000 | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price allocated to referral relationships | ' | 800,000 | 857,000 | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 57,000 | ' | ' | ' | ' | ' |
Purchase price allocated to non-competition agreement | ' | ' | 265,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 240,000 | 25,000 | ' | ' | ' |
Values assigned being amortized to expense equally over the respective estimated life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years | '12 years | ' | ' | ' | ' | ' | ' |
Number of separate transactions for outpatient therapy practices | ' | ' | 7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of clinic acquired | 7 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number or transaction for notes payable purchased | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' |
Purchase price allocated to current asset | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 43,000 | ' | ' | ' | ' | ' |
Purchase price allocated to non current asset | ' | ' | 478,000 | ' | 719,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 213,000 | ' | ' | ' | ' | ' |
Purchase price allocated to goodwill | ' | ' | $8,239,000 | ' | $13,399,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,883,000 | ' | ' | ' | ' | ' |
Acquisition_of_Businesses_Sche
Acquisition of Businesses - Schedule of Preliminary Purchase Price Allocation (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | 22-May-12 | |
Business Combinations [Abstract] | ' | ' | ' | ' | ' |
Cash paid, net of cash acquired | $10,128,000 | $10,128,000 | $7,402,000 | $7,929,000 | ' |
Seller notes | 800,000 | ' | ' | 350,000 | 250,000 |
Total consideration | 10,928,000 | ' | ' | 8,279,000 | ' |
Estimated fair value of net tangible assets acquired: | ' | ' | ' | ' | ' |
Total current assets | 1,342,000 | ' | ' | 363,000 | ' |
Total non-current assets | 719,000 | ' | ' | 478,000 | ' |
Total liabilities | -264,000 | ' | ' | -331,000 | ' |
Net tangible assets acquired | 1,797,000 | ' | ' | 510,000 | ' |
Referral relationships | 400,000 | 800,000 | ' | 857,000 | ' |
Non competition | 160,000 | ' | ' | ' | ' |
Tradename | 600,000 | 1,300,000 | ' | 1,300,000 | ' |
Non competition agreements | ' | ' | ' | 265,000 | ' |
Goodwill | 13,399,000 | ' | ' | 8,239,000 | ' |
Fair value of noncontrolling interest | -5,428,000 | ' | ' | -2,892,000 | ' |
Total consideration | $10,928,000 | ' | ' | $8,279,000 | ' |
Recovered_Sheet3
Acquisitions of Non-controlling Interests - Additional Information (Detail) (USD $) | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 16, 2013 | Feb. 28, 2013 | 22-May-12 | |
Partnership | ||||
Transactions | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Number of separate transactions to purchase partnership interest | 7 | ' | ' | ' |
Number of partnership in which interest acquired | 5 | ' | ' | ' |
Purchase price for additional non controlling interest | $1,700,000 | ' | ' | ' |
Undistributed earnings | 142,000 | ' | ' | ' |
Consolidation less than wholly owned subsidiary parent ownership interest amount changes purchase consideration charge from undistributed earning | 1,600,000 | ' | ' | ' |
Future tax benefits | 600,000 | ' | ' | ' |
Consolidation less than wholly owned subsidiary parent ownership interest changes sale of interest percent by parent | 1.00% | ' | ' | ' |
Proceeds from divestiture of interest in consolidated subsidiaries | 112,000 | ' | ' | ' |
Percentage of purchase of non controlling interest | 100.00% | 100.00% | 100.00% | 70.00% |
Income tax effects on sale of interest in partnership | 34,000 | ' | ' | ' |
Business acquisition, cost of acquired entity | 130,000 | 95,000 | 5,000 | ' |
STAR Physical Therapy, LP [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Undistributed earnings | 55,000 | ' | ' | ' |
Percentage of purchase of non controlling interest | 1.30% | ' | ' | ' |
Business acquisition, cost of acquired entity | $801,640 | ' | ' | ' |
Minimum [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Percentage of purchase of non controlling interest | 0.10% | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Percentage of purchase of non controlling interest | 35.00% | ' | ' | ' |
Discontinued_Operations_Additi
Discontinued Operations - Additional information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | |
Aug. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | |
Facility | Facility | Physician Services Business [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' |
Cash proceeds from sale of business | ' | ' | $400,000 |
Notes receivable, received from sale of business | ' | ' | 500,000 |
Loss on sale of business | ' | ' | $4,400,000 |
Facilities previously closed | 1 | 1 | ' |
Discontinued_Operations_Schedu
Discontinued Operations - Schedule of Details of Losses Reported for Physician Services (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Loss from discontinued operations | ($4,497) | ($104) | ($4,965) | ($184) |
Physician Services Business [Member] | ' | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Net revenues | 168 | 750 | 864 | 2,123 |
Operating costs | 369 | 822 | 1,537 | 2,157 |
Gross margin | -201 | -72 | -673 | -34 |
Direct general and administrative expenses less proceeds | 989 | 71 | 1,176 | 210 |
Write off of goodwill and other intangible assets | 6,338 | ' | 6,338 | ' |
Loss from discontinued operations, before tax | -7,528 | -143 | -8,187 | -244 |
Tax benefit | 3,031 | 39 | 3,222 | 60 |
Loss from discontinued operations | ($4,497) | ($104) | ($4,965) | ($184) |
Goodwill_Summary_of_Changes_in
Goodwill - Summary of Changes in Carrying Amount of Goodwill (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Goodwill [Roll Forward] | ' |
Beginning balance | $100,188 |
Goodwill acquired during the period | 13,399 |
Goodwill allocated to specific assets for business acquired in 2012 | -2,340 |
Write off of goodwill due to sale of business and other | -6,013 |
Ending balance | $105,234 |
Intangible_Assets_Net_Intangib
Intangible Assets, Net - Intangible Assets, Net (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ' | ' |
Total | $14,672 | $12,146 |
Tradenames [Member] | ' | ' |
Intangible Assets Net Excluding Goodwill [Line Items] | ' | ' |
Total | 9,814 | 7,973 |
Referral relationships [Member] | ' | ' |
Intangible Assets Net Excluding Goodwill [Line Items] | ' | ' |
Total | 4,080 | 3,501 |
Non competition agreements [Member] | ' | ' |
Intangible Assets Net Excluding Goodwill [Line Items] | ' | ' |
Total | $778 | $672 |
Intangible_Assets_Net_Intangib1
Intangible Assets, Net - Intangible Assets, Net (Parenthetical) (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Referral relationships [Member] | ' | ' |
Intangible Assets Net Excluding Goodwill [Line Items] | ' | ' |
Accumulated amortization | $1,460 | $1,217 |
Non competition agreements [Member] | ' | ' |
Intangible Assets Net Excluding Goodwill [Line Items] | ' | ' |
Accumulated amortization | $1,872 | $1,848 |
Intangible_Assets_Net_Addition
Intangible Assets, Net - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
Referral relationships [Member] | Minimum [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Estimated useful life | '6 years |
Referral relationships [Member] | Maximum [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Estimated useful life | '16 years |
Non competition agreements [Member] | Minimum [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Estimated useful life | '5 years |
Non competition agreements [Member] | Maximum [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Estimated useful life | '6 years |
Intangible_Assets_Net_Amortiza
Intangible Assets, Net - Amortization Expenses (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Finite Lived Intangible Assets Amortization [Line Items] | ' | ' | ' | ' |
Total amortization expenses | $236 | $196 | $693 | $658 |
Referral relationships [Member] | ' | ' | ' | ' |
Finite Lived Intangible Assets Amortization [Line Items] | ' | ' | ' | ' |
Total amortization expenses | 134 | 100 | 400 | 334 |
Non competition agreements [Member] | ' | ' | ' | ' |
Finite Lived Intangible Assets Amortization [Line Items] | ' | ' | ' | ' |
Total amortization expenses | $102 | $96 | $293 | $324 |
Intangible_Assets_Net_Amortiza1
Intangible Assets, Net - Amortization of Referral Relationships and Non Competition Agreements (Detail) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Referral relationships [Member] | ' |
Finite Lived Intangible Assets Amortization [Line Items] | ' |
2013 | $490 |
2014 | 462 |
2015 | 441 |
2016 | 441 |
2017 | 441 |
2018 | 405 |
2019 | 368 |
2020 | 368 |
2021 | 367 |
2022 | 319 |
2023 | 211 |
2024 | 111 |
2025 | 31 |
2026 | 2 |
Non competition agreements [Member] | ' |
Finite Lived Intangible Assets Amortization [Line Items] | ' |
2013 | 361 |
2014 | 207 |
2015 | 207 |
2016 | 145 |
2017 | 100 |
2018 | 47 |
2019 | $5 |
Notes_Payable_and_Revolving_Cr
Notes Payable and Revolving Credit Agreement - Summary of Notes Payable (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Proforma Debt Instrument [Line Items] | ' | ' |
Payments/Long term debt, Total | $15,125 | $18,034 |
Less current portion | -575 | -459 |
Long term portion | 14,550 | 17,575 |
Credit Facility [Member] | ' | ' |
Proforma Debt Instrument [Line Items] | ' | ' |
Payments/Long term debt, Total | 14,150 | 17,400 |
3.25 % notes payable due in next year [Member] | ' | ' |
Proforma Debt Instrument [Line Items] | ' | ' |
Payments/Long term debt, Total | $975 | $634 |
Notes_Payable_and_Revolving_Cr1
Notes Payable and Revolving Credit Agreement - Summary of Notes Payable (Parenthetical) (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Credit Facility [Member] | ' |
Proforma Debt Instrument [Line Items] | ' |
Average effective interest rate | 2.90% |
3.25 % notes payable due in next year [Member] | ' |
Proforma Debt Instrument [Line Items] | ' |
Annual installments | 575 |
Percentage of Interest accrues | 3.25% |
Notes_Payable_and_Revolving_Cr2
Notes Payable and Revolving Credit Agreement - Additional Information (Detail) (USD $) | 9 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2013 | Dec. 31, 2012 | Mar. 18, 2009 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 14, 2011 | Jun. 04, 2008 | Aug. 27, 2007 | |
Minimum [Member] | Maximum [Member] | Revolving credit agreement average effective interest rate of 3.0% inclusive of unused fee [Member] | Revolving credit agreement average effective interest rate of 3.0% inclusive of unused fee [Member] | Revolving credit agreement average effective interest rate of 3.0% inclusive of unused fee [Member] | Revolving credit agreement average effective interest rate of 3.0% inclusive of unused fee [Member] | ||||
Proforma Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility commitment | ' | ' | ' | ' | ' | ' | $75,000,000 | $50,000,000 | $30,000,000 |
Purchase of common stock under credit agreement | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' |
Company's consolidated leverage ratio | 'Less than 1.0 to 1.0 | ' | ' | ' | ' | ' | ' | ' | ' |
Retirement period of stock repurchased | '7 days | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity start date | 31-Aug-11 | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity end date | 31-Aug-15 | ' | ' | ' | ' | ' | ' | ' | ' |
Spread on Libor variable rate | ' | ' | ' | 1.60% | 2.50% | ' | ' | ' | ' |
Spread on base variable rate | ' | ' | ' | 0.10% | 1.00% | ' | ' | ' | ' |
Special Dividend | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of unused commitment fee | ' | ' | ' | 0.10% | 0.25% | ' | ' | ' | ' |
Revolving credit outstanding | 15,125,000 | 18,034,000 | ' | ' | ' | 14,150,000 | ' | ' | ' |
Remaining revolving credit outstanding | ' | ' | ' | ' | ' | $60,850,000 | ' | ' | ' |
Notes_Payable_and_Revolving_Cr3
Notes Payable and Revolving Credit Agreement - Summary of Aggregate Annual Payments of Principal Required to Revolving Credit Facility (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Long Term Debt By Maturity [Abstract] | ' | ' |
During the twelve months ended September 30, 2014 | $575 | ' |
During the twelve months ended September 30, 2015 | 14,550 | ' |
During the twelve months ended September 30, 2016 | ' | ' |
Payments/Long term debt, Total | $15,125 | $18,034 |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Mar. 31, 2009 | Dec. 31, 2008 | |
Statement Of Partners Capital [Abstract] | ' | ' | ' |
Common stock authorized by the Board of Directors | ' | ' | 2,250,000 |
Maximum percentage of repurchase of common stock | ' | 10.00% | ' |
Repurchase of common stock | ' | 1,200,000 | ' |
Bank credit agreement to permit share repurchases of common stock | ' | $15,000,000 | ' |
Total purchased shares | 859,499 | ' | ' |
Additional estimated shares | 340,501 | ' | ' |