Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 9-May-14 | |
Document And Entity Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
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 | ' | 12,212,649 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $16,761 | $12,898 |
Patient accounts receivable, less allowance for doubtful accounts of $1,583 and $1,430, respectively | 32,755 | 30,820 |
Accounts receivable - other, less allowance for doubtful accounts of $198 and $198, respectively | 1,698 | 1,844 |
Other current assets | 3,040 | 4,098 |
Total current assets | 54,254 | 49,660 |
Fixed assets: | ' | ' |
Furniture and equipment | 39,472 | 38,965 |
Leasehold improvements | 21,701 | 21,891 |
Fixed assets, gross | 61,173 | 60,856 |
Less accumulated depreciation and amortization | 46,543 | 45,896 |
Fixed assets, net | 14,630 | 14,960 |
Goodwill | 142,517 | 143,955 |
Other intangible assets, net | 15,916 | 14,479 |
Other assets | 1,317 | 1,081 |
Total assets | 228,634 | 224,135 |
Current liabilities: | ' | ' |
Accounts payable - trade | 1,423 | 1,722 |
Accrued expenses | 17,147 | 20,625 |
Current portion of notes payable | 775 | 825 |
Total current liabilities | 19,345 | 23,172 |
Notes payable | 450 | 650 |
Revolving line of credit | 45,500 | 40,000 |
Deferred rent | 1,022 | 996 |
Other long-term liabilities | 5,031 | 4,196 |
Total liabilities | 71,348 | 69,014 |
Commitments and contingencies | ' | ' |
Redeemable non-controlling interests | 2,967 | 4,104 |
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, 14,413,102 and 14,315,882 shares issued, respectively | 144 | 143 |
Additional paid-in capital | 40,435 | 40,569 |
Retained earnings | 121,970 | 119,206 |
Treasury stock at cost, 2,214,737 shares | -31,628 | -31,628 |
Total U. S. Physical Therapy, Inc. shareholders' equity | 130,921 | 128,290 |
Non-controlling interests | 23,398 | 22,727 |
Total equity | 154,319 | 151,017 |
Total liabilities and stockholders' equity | $228,634 | $224,135 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts, patient accounts receivable | $1,583 | $1,430 |
Allowance for doubtful accounts, accounts receivable - other | $198 | $198 |
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 | 14,413,102 | 14,315,882 |
Treasury stock, shares | 2,214,737 | 2,214,737 |
CONSOLIDATED_STATEMENTS_OF_NET
CONSOLIDATED STATEMENTS OF NET INCOME (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net patient revenues | $68,397 | $61,432 |
Other revenues | 1,370 | 1,324 |
Net revenues | 69,767 | 62,756 |
Clinic operating costs: | ' | ' |
Salaries and related costs | 37,942 | 34,059 |
Rent, clinic supplies, contract labor and other | 14,216 | 12,734 |
Provision for doubtful accounts | 950 | 1,097 |
Closure costs | 13 | 18 |
Total clinic operating costs | 53,121 | 47,908 |
Gross margin | 16,646 | 14,848 |
Corporate office costs | 7,132 | 6,413 |
Operating income from continuing operations | 9,514 | 8,435 |
Interest and other income, net | 1 | 2 |
Interest expense | -253 | -135 |
Income before taxes from continuing operations | 9,262 | 8,302 |
Provision for income taxes | 2,939 | 2,493 |
Net income from continuing operations including non-controlling interests | 6,323 | 5,809 |
Discontinued operations, net of tax | ' | -200 |
Net income including non-controlling interests | 6,323 | 5,609 |
Less: net income attributable to non-controlling interests | -2,095 | -1,888 |
Net income attributable to common shareholders | 4,228 | 3,721 |
Basic earnings per share attributable to common shareholders: | ' | ' |
From continuing operations | $0.35 | $0.32 |
From discontinued operations | ' | ($0.01) |
Income (loss) from operations before, per basic share | $0.35 | $0.31 |
Revaluation of redeemable non-controlling interests, net of tax (Note 4) | ($0.08) | ' |
Basic | $0.27 | $0.31 |
Diluted earnings per share attributable to common shareholders: | ' | ' |
From continuing operations | $0.35 | $0.32 |
From discontinued operations | ' | ($0.01) |
Income (loss) from operations before, Per diluted share | $0.35 | $0.31 |
Revaluation of redeemable non-controlling interests, net of tax (Note 4) | ($0.08) | ' |
Diluted | $0.27 | $0.31 |
Shares used in computation: | ' | ' |
Basic | 12,129 | 11,955 |
Diluted | 12,144 | 11,979 |
Dividends declared per common share | $0.12 | $0.10 |
Earnings attributable to common shareholders: | ' | ' |
From continuing operations | 4,228 | 3,851 |
From discontinued operations | ' | -130 |
Net income attributable to common shareholders | $4,228 | $3,721 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
OPERATING ACTIVITIES | ' | ' |
Net income including non-controlling interests | $6,323 | $5,609 |
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 1,387 | 1,352 |
Provision for doubtful accounts | 950 | 1,089 |
Equity-based awards compensation expense | 735 | 639 |
Loss on sale of business and sale or abandonment of assets, net | 19 | 14 |
Excess tax benefit from exercise of stock options | -126 | ' |
Deferred income tax | 1,580 | -219 |
Other | ' | 33 |
Changes in operating assets and liabilities: | ' | ' |
Increase in patient accounts receivable | -3,002 | -3,429 |
Decrease in accounts receivable - other | 146 | 74 |
Decrease in other assets | 735 | 2,095 |
Decrease in accounts payable and accrued expenses | -5,241 | -2,460 |
Increase in other liabilities | 184 | 56 |
Net cash provided by operating activities | 3,690 | 4,853 |
INVESTING ACTIVITIES | ' | ' |
Purchase of fixed assets | -849 | -1,270 |
Purchase of businesses, net of cash acquired | -125 | -4,215 |
Acquisitions of non-controlling interests | -2,833 | -956 |
Proceeds on sale of business and fixed assets, net | 16 | 14 |
Net cash used in investing activities | -3,791 | -6,427 |
FINANCING ACTIVITIES | ' | ' |
Distributions to non-controlling interests | -1,413 | -1,594 |
Cash dividends to shareholders | ' | -1,207 |
Proceeds from revolving line of credit | 29,000 | 30,600 |
Payments on revolving line of credit | -23,500 | -27,600 |
Payment of notes payable | -250 | -50 |
Excess tax benefit from stock options exercised | 126 | 33 |
Other | 1 | 5 |
Net cash used in financing activities | 3,964 | 187 |
Net increase in cash | 3,863 | -1,387 |
Cash - beginning of period | 12,898 | 11,671 |
Cash - end of period | 16,761 | 10,284 |
Cash paid during the period for: | ' | ' |
Income taxes | 242 | 177 |
Interest | 345 | 119 |
Non-cash investing and financing transactions during the period: | ' | ' |
Purchase of business - seller financing portion | ' | 400 |
Revaluation of redeemable non-controlling interests | $1,639 | ' |
CONSOLIDATED_STATEMENTS_OF_SHA
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Total Shareholders' Equity | Non-controlling Interests |
In Thousands, except Share data | |||||||
Beginning Balance at Dec. 31, 2013 | $151,017 | $143 | $40,569 | $119,206 | ($31,628) | $128,290 | $22,727 |
Beginning Balance, shares at Dec. 31, 2013 | ' | 14,316,000 | ' | ' | -2,215,000 | ' | ' |
Issuance of restricted stock, net of cancellations | 1 | 1 | ' | ' | ' | 1 | ' |
Issuance of restricted stock, net of cancellations, shares | ' | 97,000 | ' | ' | ' | ' | ' |
Compensation expense - restricted stock | 735 | ' | 735 | ' | ' | 735 | ' |
Excess tax benefit of equity grants | 126 | ' | 126 | ' | ' | 126 | ' |
Revaluation of redeemable non-controlling interests, net of tax | -967 | ' | -967 | ' | ' | -967 | ' |
Acquisition of non-controlling interests | -39 | ' | -28 | ' | ' | -28 | -11 |
Dividends payable to shareholders | -1,464 | ' | ' | -1,464 | ' | -1,464 | ' |
Distributions to non-controlling interest partners | -1,413 | ' | ' | ' | ' | ' | -1,413 |
Net income | 6,323 | ' | ' | 4,228 | ' | 4,228 | 2,095 |
Ending Balance at Mar. 31, 2014 | $154,319 | $144 | $40,435 | $121,970 | ($31,628) | $130,921 | $23,398 |
Ending Balance, shares at Mar. 31, 2014 | ' | 14,316,000 | ' | ' | -2,215,000 | ' | ' |
Basis_of_Presentation_And_Sign
Basis of Presentation And Significant Accounting Policies | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
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 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 | 24-May | 80% | 5 | ||||||
December 9, 2013 Acquisition | 9-Dec | 60% | 12 | ||||||
December 13, 2013 Acquisition | 13-Dec | 90% | 11 | ||||||
In addition to the above clinic group acquisitions, in 2013, the Company, through three of its subsidiaries, acquired three physical therapy clinic practices in separate transactions. | |||||||||
During the three months ended March 31, 2014, the Company has not acquired any clinic groups, however, the Company did acquire two clinic practices in separate transactions. One of the acquired clinics will operate as a satellite of one of the Company’s partnerships and the other will be consolidated into an existing clinic. | |||||||||
As of March 31, 2014, the Company operated 472 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, 2013. | |||||||||
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 months ended March 31, 2014 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, 2013. | |||||||||
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 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 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 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 putprice/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. During the three months ended March 31, 2014, the Company has not identified any triggering events occurring after the testing date that would impact the impairment testing results obtained. | |||||||||
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. | |||||||||
The non-controlling interests that are reflected as redeemable non-controlling interests in the consolidated financial statements consist of those owners who have certain redemption rights that are currently exercisable, and that, if exercised, require that the Company purchase the non-controlling interest of the particular limited partner. The redeemable non-controlling interests are adjusted to the fair value in the reporting period in which the Company deems it probable that the limited partner will assert the redemption rights and will be adjusted each reporting period thereafter. The adjustments are charged to additional paid-in capital and are not reflected in the statement of net income. Although the adjustments are not reflected in the statement of net income, current accounting rules require that the Company reflect the charge in its earnings per share calculation. | |||||||||
Typically, for acquisitions, the Company agrees to purchase the individual’s non-controlling interest at a predetermined multiple of earnings before interest and taxes. | |||||||||
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 March 31, 2014, Centers for Medicare & Medicaid Services (“CMS”) or Congress has taken action to prevent the implementation of SGR formula reductions. The Bipartisan Budget Act of 2013 froze the Medicare physician fee schedule rates at 2013 levels through March 31, 2014, averting a scheduled 20.1% cut in the MPFS as a result of the SGR formula that would have taken effect on January 1, 2014. The Protecting Access to Medicare Act of 2014 temporarily blocks this reduction through March 31, 2015 and replaces it with a 0.5% payment increase for services provided through December 31, 2014 and a 0% payment update from January 1, 2015 through March 31, 2015. Automatic reductions in the Medicare physician fee schedule payment rates will commence on April 1, 2015, unless Congress again takes legislative action to prevent the SGR formula reductions from going into effect. | |||||||||
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. | |||||||||
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. Effective January 1, 2014, the annual Limit on outpatient therapy services is $1,920 for Physical and Speech Language Pathology Services combined and $1,920 for Occupational Therapy Services. Historically, these Therapy Caps applied to outpatient therapy services provided in all settings, except for services provided in departments of hospitals. However, the Protecting Access to Medicare Act of 2014, and prior legislation, extended the annual limits on therapy expenses and the manual medical review thresholds to services furnished in hospital outpatient department settings through March 31, 2015. The application of annual limits will no longer apply to hospital outpatient department settings commencing as of March 31, 2015 unless Congress extends it. | |||||||||
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 Bipartisan Budget Act of 2013 extended the exceptions process for outpatient Therapy Caps through March 31, 2014. 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. The Protecting Access to Medicare Act of 2014 extends the exceptions process for outpatient therapy caps through March 31, 2015. Unless Congress extends the exceptions process, the therapy caps will apply to all outpatient therapy services beginning April 1, 2015, except those services furnished and billed by outpatient hospital departments. 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 Middle Class Tax Relief and Job Creation Act of 2012 (“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 Bipartisan Budget Relief Act of 2013 extended through March 31, 2014 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. 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. | |||||||||
The Physician Quality Reporting System, or "PQRS," is a CMS reporting program that uses a combination of incentive payments and payment reductions to promote reporting of quality information by "eligible professionals." Although physical therapists, occupational therapists and qualified speech-language therapists are generally able to participate in the PQRS program, therapy professionals for whose services we bill through our rehab agencies cannot participate because the Medicare claims processing systems currently cannot accommodate institutional providers such as rehab agencies. Eligible professionals, such as those of our therapy professionals for whose services we bill using their individual Medicare provider numbers, who do not satisfactorily report data on quality measures will be subject to a 2% reduction in their Medicare payment in 2016. | |||||||||
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 March 31, 2014. 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 March 31, 2014. | |||||||||
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 months ended March 31, 2014 and 2013. | |||||||||
On September 13, 2013, the U.S. Treasury Department and the I.R.S. issued final regulations that address costs incurred in acquiring, producing, or improving tangible property (the “Tangible Property Regulations”). The Tangible Property Regulations are generally effective for tax years beginning on or after January 1, 2014, and may be adopted in earlier years. The Company adopted the tax treatment of expenditures to improve tangible property and the capitalization of inherently facilitative costs to acquire tangible property as of January 1, 2014. Historically, the Company has treated the expenditures to improve tangible property and the capitalization of inherently facilitative costs to acquire tangible property similar for tax and book. Management does not anticipate the impact of these changes to be material to the Company’s consolidated financial statements. | |||||||||
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 9). | |||||||||
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 March 31, 2014. | |||||||||
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 recognized in 2013. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
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 | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Earnings attributable to common shareholders: | ||||||||
From continuing operations | $ | 4,228 | $ | 3,851 | ||||
From discontinued operations | - | (130 | ) | |||||
4,228 | 3,721 | |||||||
Revaluation of redeemable non-controlling interests, net of tax | (967 | ) | - | |||||
$ | 3,261 | $ | 3,721 | |||||
Diluted earnings per share attributable to common shareholders: | ||||||||
From continuing operations | $ | 0.35 | $ | 0.32 | ||||
Basic earnings per share attributable to common shareholders: | ||||||||
From continuing operations | $ | 0.35 | $ | 0.32 | ||||
From discontinued operations | - | (0.01 | ) | |||||
$ | 0.35 | $ | 0.31 | |||||
Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax | (0.08 | ) | - | |||||
$ | 0.27 | $ | 0.31 | |||||
Diluted earnings per share attributable to common shareholders: | ||||||||
From continuing operations | $ | 0.35 | $ | 0.32 | ||||
From discontinued operations | - | (0.01 | ) | |||||
$ | 0.35 | $ | 0.31 | |||||
Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax | (0.08 | ) | - | |||||
$ | 0.27 | $ | 0.31 | |||||
Shares used in computation: | ||||||||
Basic earnings per share - weighted-average shares | 12,129 | 11,955 | ||||||
Effect of dilutive securities - stock options | 15 | 24 | ||||||
Denominator for diluted earnings per share - adjusted weighted-average | 12,144 | 11,979 | ||||||
shares | ||||||||
All options to purchase shares were included in the diluted earnings per share calculation for the three months ended March 31, 2014 and 2013 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. | ||||||||
The charges to additional paid-in capital – revaluation of redeemable non-controlling interests, net of tax represent the increase in the fair value of the redeemable non-controlling interest that were deemed probable that the owners would assert the redemption rights. See Note 1 – Basis of Presentation and Significant Accounting Policies – Non-controlling Interests. |
Acquisitions_of_Businesses
Acquisitions of Businesses | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Acquisitions of Businesses | ' | ||||||||
3. ACQUISITIONS OF BUSINESSES | |||||||||
During the three months ended March 31, 2014, the Company acquired two individual clinic practices for an aggregate of $125,000 in cash. On March 31, 2014, the aggregate purchase price is included in Goodwill on the Consolidated Balance Sheet. Allocation of the purchase prices will be completed during 2014. | |||||||||
During 2013, the Company completed the following multi-clinic acquisitions of physical therapy practices: | |||||||||
% Interest | Number of | ||||||||
Acquisition | Date | Acquired | Clinics | ||||||
February 2013 Acquisition | 28-Feb | 72% | 9 | ||||||
April 2013 Acquisition | 30-Apr | 50% | 5 | ||||||
May 2013 Acquisition | 24-May | 80% | 5 | ||||||
December 9, 2013 Acquisition | 9-Dec | 60% | 12 | ||||||
December 13, 2013 Acquisition | 13-Dec | 90% | 11 | ||||||
In addition to the five multi-clinic acquisitions detailed above, in 2013, the Company acquired three individual clinics in separate transactions. | |||||||||
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. The purchase price for the 60% interest in the December 9, 2013 Acquisition was $1.7 million in cash. The purchase price for the 90% interest in the December 13, 2013 Acquisition was $35.5 million in cash and $500,000 in a seller note, that is payable in two principal installments totaling $250,000 each, plus accrued interest, in December 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, the Company acquired a 100% interest in a clinic for $95,000. On September 16, 2013, the Company acquired a 100% interest in a clinic for $130,000. | |||||||||
The purchase prices for the 2013 acquisitions have been preliminarily allocated as follows (in thousands): | |||||||||
Cash paid, net of cash acquired | $ | 46,628 | |||||||
Seller notes | 1,300 | ||||||||
Total consideration | $ | 47,928 | |||||||
Estimated fair value of net tangible assets acquired: | |||||||||
Total current assets | $ | 3,756 | |||||||
Total non-current assets | 2,283 | ||||||||
Total liabilities | (1,082 | ) | |||||||
Net tangible assets acquired | 4,957 | ||||||||
Referral relationships | 940 | ||||||||
Non-competition agreements | 400 | ||||||||
Tradename | 1,500 | ||||||||
Goodwill | 50,672 | ||||||||
Fair value of non-controlling interest | (10,541 | ) | |||||||
$ | 47,928 | ||||||||
The consideration for each transaction was agreed upon through arm’s length negotiations. Funding for the cash portion of the purchase price for the 2013 acquisitions 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. | |||||||||
For the two acquisitions which occurred in December, 2013, the purchase price plus the fair value of the non-controlling interest for those two acquisitions 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 identifiable intangible assets acquired and the liabilities assumed. Thus, the final allocation of the purchase price may differ from the preliminary estimates used 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. | |||||||||
Except for the December 13, 2013 Acquisition, unaudited proforma consolidated financial information for acquisitions occurring in 2013 have not been included as the results were not material to current operations. | |||||||||
Unaudited proforma net revenue and net income from continuing operations for the Company as if the December 13, 2013 Acquisition occurred as of January 1, 2012 is as follows (in thousands, except per share data): | |||||||||
Three Months | |||||||||
Ended | |||||||||
31-Mar-13 | |||||||||
Net revenues | $ | 65,461 | |||||||
Net income attributable to common shareholders from continuing operations | $ | 4,033 | |||||||
Earnings per share: | |||||||||
Basic - net income attributable to common shareholders from continuing operations | $ | 0.33 | |||||||
Diluted - net income attributable to common shareholders from continuing operations | $ | 0.33 | |||||||
Shares used in computation: | |||||||||
Basic - net income attributable to common shareholders from continuing operations | 12,129 | ||||||||
Diluted - net income attributable to common shareholders from continuing operations | 12,144 | ||||||||
Acquisitions_and_Revaluations_
Acquisitions and Revaluations of Non-Controlling Interests | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Acquisitions and Revaluations of Non-Controlling Interests | ' | |||
4. ACQUISITIONS AND REVALUATIONS OF NON-CONTROLLING INTERESTS | ||||
In three separate transactions during the three months ended March 31, 2014, the Company purchased interests in two partnerships. The interests in the partnerships purchased ranged from 20.5% to 35.0%. The aggregate of the purchase prices paid was $2.8 million, which included $1.7 million of net book value. The remaining purchase price of $1.1 million, less future tax benefits of $0.4 million, was recognized as an adjustment to additional paid-in capital. | ||||
Two of the above transactions related to non-controlling interests were classified as redeemable non-controlling interest. In addition to those two transactions it was deemed probable that two other individuals would assert their redemption rights. For the three months ended March 31, 2014, the following table details the changes in the carrying amount of redeemable non-controlling interest: | ||||
Three Months | ||||
Ended | ||||
31-Mar-14 | ||||
Beginning balance | $ | 4,104 | ||
Increase due to revaluation of redeemable non-controlling interests | 1,639 | |||
Purchases of redeemable non-controlling interests | (2,776 | ) | ||
Ending balance | $ | 2,967 | ||
The non-controlling interests that are reflected as redeemable non-controlling interests in the consolidated financial statements consist of those owners who have certain redemption rights that are currently exercisable, and that, if exercised, require that the Company purchase the non-controlling interest of those owners. The redeemable non-controlling interests are adjusted to the fair value in the reporting period in which the Company deems it probable that the limited partner will assert the redemption rights and it will be adjusted each reporting period thereafter. The adjustments are charged to additional paid-in capital and are not reflected in the statement of net income. Although the adjustments are not reflected in the statement of net income, current accounting rules require that the Company reflect the charge in an earnings per share calculation. | ||||
Discontinued_Operations
Discontinued Operations | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
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 following table details the losses from discontinued operations reported for the physician services business: | |||||
Three Months | |||||
Ended | |||||
31-Mar-13 | |||||
Net revenues | $ | 341 | |||
Operating costs | 532 | ||||
Gross margin | (191 | ) | |||
Direct general and administrative expenses | 93 | ||||
(284 | ) | ||||
Tax benefit | 84 | ||||
Loss from discontinued operations | $ | (200 | ) | ||
The cash flow impact of the sale and closures is deemed immaterial for the consolidated statements of cash flows. | |||||
Goodwill
Goodwill | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Goodwill | ' | |||
6. GOODWILL | ||||
The changes in the carrying amount of goodwill consisted of the following (in thousands): | ||||
Three Months | ||||
Ended | ||||
31-Mar-14 | ||||
Beginning balance | $ | 143,955 | ||
Goodwill acquired during the period | 125 | |||
Goodwill allocated to specific assets for business acquired in first six months of 2013 | (1,680 | ) | ||
Goodwill adjustments for purchase price allocation of businesses acquired | 117 | |||
Ending balance | $ | 142,517 | ||
Intangible_Assets_Net
Intangible Assets, Net | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Intangible Assets, Net | ' | ||||||||||
7. INTANGIBLE ASSETS, NET | |||||||||||
Intangible assets, net as of March 31, 2014 and December 31, 2013 consisted of the following (in thousands): | |||||||||||
March 31, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Tradenames | $ | 10,714 | $ | 9,814 | |||||||
Referral relationships, net of accumulated amortization of $1,737 and $1,582, respectively | 4,343 | 3,959 | |||||||||
Non-competition agreements, net of accumulated amortization of $2,037 and $1,950, respectively | 859 | 706 | |||||||||
$ | 15,916 | $ | 14,479 | ||||||||
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 months ended March 31, 2014 and 2013 (in thousands): | |||||||||||
Three Months Ended March 31, | |||||||||||
2014 | 2013 | ||||||||||
Referral relationships | $ | 155 | $ | 150 | |||||||
Non-competition agreements | 87 | 106 | |||||||||
$ | 242 | $ | 256 | ||||||||
Based on the balance of referral relationships and non-competition agreements as of March 31, 2014, the expected amount to be amortized in 2014 and thereafter by year is as follows (in thousands): | |||||||||||
Referral Relationships | Non Competition Agreements | ||||||||||
Annual | Annual | ||||||||||
Years | Amount | Years | Amount | ||||||||
2014 | $ | 535 | 2014 | $ | 272 | ||||||
2015 | $ | 486 | 2015 | $ | 246 | ||||||
2016 | $ | 486 | 2016 | $ | 185 | ||||||
2017 | $ | 486 | 2017 | $ | 140 | ||||||
2018 | $ | 449 | 2018 | $ | 84 | ||||||
2019 | $ | 413 | 2019 | $ | 19 | ||||||
2020 | $ | 413 | |||||||||
2021 | $ | 413 | |||||||||
2022 | $ | 364 | |||||||||
2023 | $ | 257 | |||||||||
2024 | $ | 137 | |||||||||
2025 | $ | 49 | |||||||||
2026 | $ | 11 | |||||||||
Accrued_Expenses
Accrued Expenses | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Accrued Expenses | ' | ||||||||
8. ACCRUED EXPENSES | |||||||||
Accrued expenses as of March 31, 2014 and December 31, 2013 consisted of the following (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Salaries and related costs | $ | 7,332 | $ | 11,686 | |||||
Group health insurance claims | 2,537 | 2,023 | |||||||
Credit balances and overpayments due to patients and payors | 1,596 | 2,371 | |||||||
Dividends payable to common shareholders | 1,464 | - | |||||||
Other | 4,218 | 4,545 | |||||||
Total | $ | 17,147 | $ | 20,625 | |||||
Notes_Payable_and_Credit_Agree
Notes Payable and Credit Agreement | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Notes Payable and Credit Agreement | ' | |||||||
9. NOTES PAYABLE AND CREDIT AGREEMENT | ||||||||
Amounts outstanding under the Credit Agreement and notes payable as of March 31, 2014 and December 31, 2013 consisted of the following (in thousands): | ||||||||
2014 | 2013 | |||||||
Credit Agreement average effective interest rate of 2.3% inclusive of unused fee | $ | 45,500 | $ | 40,000 | ||||
Various notes payable with $775 plus accrued interest due in the next year, interest accrues at 3.25% per annum | 1,225 | 1,475 | ||||||
46,725 | 41,475 | |||||||
Less current portion | (775 | ) | (825 | ) | ||||
$ | 45,950 | $ | 40,650 | |||||
Effective December 5, 2013, the Company entered into an Amended and Restated Credit Agreement with a commitment for a $125.0 million revolving credit facility with a maturity date of November 30, 2018 (“Credit Agreement”). 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. The pricing grid which is based on the Company’s consolidated leverage ratio with the applicable spread over LIBOR ranging from 1.5% to 2.5% or the applicable spread over the Base Rate ranging from 0.1% to 1%. Fees under the Credit Agreement include an unused commitment fee ranging from 0.1% to 0.25% depending on the Company’s consolidated leverage ratio and the amount of funds outstanding under the Credit Agreement. | ||||||||
On March 31, 2014, $45.5 million was outstanding on the Credit Agreement resulting in $79.5 million of availability. As of March 31, 2014, 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. In conjunction with the acquisitions in 2013, the Company entered into notes payable in the aggregate amount of $1.3 million, each payable in two annual equal installments totaling $650,000 plus any accrued and unpaid interest. Interest accrues at 3.25% per annum, subject to adjustment. In conjunction with the acquisitions in 2012, the Company entered into notes payable in the aggregate amount of $350,000, each payable in two annual equal installments totaling $175,000 plus any accrued and unpaid interest. Interest accrues at 3.25% per annum. | ||||||||
Aggregate annual payments of principal required pursuant to the Credit Agreement and the above notes payable subsequent to March 31, 2014 are as follows (in thousands): | ||||||||
During the twelve months ended March 31, 2015 | $ | 775 | ||||||
During the twelve months ended March 31, 2016 | 450 | |||||||
During the twelve months ended March 31, 2019 | 45,500 | |||||||
$ | 46,725 | |||||||
Common_Stock
Common Stock | 3 Months Ended |
Mar. 31, 2014 | |
Common Stock | ' |
10. 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 ended March 31, 2014. | |
Recovered_Sheet1
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
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 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 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 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 putprice/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. During the three months ended March 31, 2014, the Company has not identified any triggering events occurring after the testing date that would impact the impairment testing results obtained. | |
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. | |
The non-controlling interests that are reflected as redeemable non-controlling interests in the consolidated financial statements consist of those owners who have certain redemption rights that are currently exercisable, and that, if exercised, require that the Company purchase the non-controlling interest of the particular limited partner. The redeemable non-controlling interests are adjusted to the fair value in the reporting period in which the Company deems it probable that the limited partner will assert the redemption rights and will be adjusted each reporting period thereafter. The adjustments are charged to additional paid-in capital and are not reflected in the statement of net income. Although the adjustments are not reflected in the statement of net income, current accounting rules require that the Company reflect the charge in its earnings per share calculation. | |
Typically, for acquisitions, the Company agrees to purchase the individual’s non-controlling interest at a predetermined multiple of earnings before interest and taxes. | |
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 March 31, 2014, Centers for Medicare & Medicaid Services (“CMS”) or Congress has taken action to prevent the implementation of SGR formula reductions. The Bipartisan Budget Act of 2013 froze the Medicare physician fee schedule rates at 2013 levels through March 31, 2014, averting a scheduled 20.1% cut in the MPFS as a result of the SGR formula that would have taken effect on January 1, 2014. The Protecting Access to Medicare Act of 2014 temporarily blocks this reduction through March 31, 2015 and replaces it with a 0.5% payment increase for services provided through December 31, 2014 and a 0% payment update from January 1, 2015 through March 31, 2015. Automatic reductions in the Medicare physician fee schedule payment rates will commence on April 1, 2015, unless Congress again takes legislative action to prevent the SGR formula reductions from going into effect. | |
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. | |
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. Effective January 1, 2014, the annual Limit on outpatient therapy services is $1,920 for Physical and Speech Language Pathology Services combined and $1,920 for Occupational Therapy Services. Historically, these Therapy Caps applied to outpatient therapy services provided in all settings, except for services provided in departments of hospitals. However, the Protecting Access to Medicare Act of 2014, and prior legislation, extended the annual limits on therapy expenses and the manual medical review thresholds to services furnished in hospital outpatient department settings through March 31, 2015. The application of annual limits will no longer apply to hospital outpatient department settings commencing as of March 31, 2015 unless Congress extends it. | |
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 Bipartisan Budget Act of 2013 extended the exceptions process for outpatient Therapy Caps through March 31, 2014. 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. The Protecting Access to Medicare Act of 2014 extends the exceptions process for outpatient therapy caps through March 31, 2015. Unless Congress extends the exceptions process, the therapy caps will apply to all outpatient therapy services beginning April 1, 2015, except those services furnished and billed by outpatient hospital departments. 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 Middle Class Tax Relief and Job Creation Act of 2012 (“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 Bipartisan Budget Relief Act of 2013 extended through March 31, 2014 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. 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. | |
The Physician Quality Reporting System, or "PQRS," is a CMS reporting program that uses a combination of incentive payments and payment reductions to promote reporting of quality information by "eligible professionals." Although physical therapists, occupational therapists and qualified speech-language therapists are generally able to participate in the PQRS program, therapy professionals for whose services we bill through our rehab agencies cannot participate because the Medicare claims processing systems currently cannot accommodate institutional providers such as rehab agencies. Eligible professionals, such as those of our therapy professionals for whose services we bill using their individual Medicare provider numbers, who do not satisfactorily report data on quality measures will be subject to a 2% reduction in their Medicare payment in 2016. | |
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 March 31, 2014. 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 March 31, 2014. | |
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 months ended March 31, 2014 and 2013. | |
On September 13, 2013, the U.S. Treasury Department and the I.R.S. issued final regulations that address costs incurred in acquiring, producing, or improving tangible property (the “Tangible Property Regulations”). The Tangible Property Regulations are generally effective for tax years beginning on or after January 1, 2014, and may be adopted in earlier years. The Company adopted the tax treatment of expenditures to improve tangible property and the capitalization of inherently facilitative costs to acquire tangible property as of January 1, 2014. Historically, the Company has treated the expenditures to improve tangible property and the capitalization of inherently facilitative costs to acquire tangible property similar for tax and book. Management does not anticipate the impact of these changes to be material to the Company’s consolidated financial statements. | |
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 9). | |
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 March 31, 2014. | |
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 recognized in 2013. |
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Schedule of Clinic Acquisition | ' | ||||||||
During 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 | 24-May | 80% | 5 | ||||||
December 9, 2013 Acquisition | 9-Dec | 60% | 12 | ||||||
December 13, 2013 Acquisition | 13-Dec | 90% | 11 | ||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
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 | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Earnings attributable to common shareholders: | ||||||||
From continuing operations | $ | 4,228 | $ | 3,851 | ||||
From discontinued operations | - | (130 | ) | |||||
4,228 | 3,721 | |||||||
Revaluation of redeemable non-controlling interests, net of tax | (967 | ) | - | |||||
$ | 3,261 | $ | 3,721 | |||||
Diluted earnings per share attributable to common shareholders: | ||||||||
From continuing operations | $ | 0.35 | $ | 0.32 | ||||
Basic earnings per share attributable to common shareholders: | ||||||||
From continuing operations | $ | 0.35 | $ | 0.32 | ||||
From discontinued operations | - | (0.01 | ) | |||||
$ | 0.35 | $ | 0.31 | |||||
Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax | (0.08 | ) | - | |||||
$ | 0.27 | $ | 0.31 | |||||
Diluted earnings per share attributable to common shareholders: | ||||||||
From continuing operations | $ | 0.35 | $ | 0.32 | ||||
From discontinued operations | - | (0.01 | ) | |||||
$ | 0.35 | $ | 0.31 | |||||
Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax | (0.08 | ) | - | |||||
$ | 0.27 | $ | 0.31 | |||||
Shares used in computation: | ||||||||
Basic earnings per share - weighted-average shares | 12,129 | 11,955 | ||||||
Effect of dilutive securities - stock options | 15 | 24 | ||||||
Denominator for diluted earnings per share - adjusted weighted-average | 12,144 | 11,979 | ||||||
shares | ||||||||
Acquisitions_of_Businesses_Tab
Acquisitions of Businesses (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Schedule of Clinic Acquisition | ' | ||||||||
During 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 | 24-May | 80% | 5 | ||||||
December 9, 2013 Acquisition | 9-Dec | 60% | 12 | ||||||
December 13, 2013 Acquisition | 13-Dec | 90% | 11 | ||||||
Schedule of Preliminary Purchase Prices Allocation | ' | ||||||||
The purchase prices for the 2013 acquisitions have been preliminarily allocated as follows (in thousands): | |||||||||
Cash paid, net of cash acquired | $ | 46,628 | |||||||
Seller notes | 1,300 | ||||||||
Total consideration | $ | 47,928 | |||||||
Estimated fair value of net tangible assets acquired: | |||||||||
Total current assets | $ | 3,756 | |||||||
Total non-current assets | 2,283 | ||||||||
Total liabilities | (1,082 | ) | |||||||
Net tangible assets acquired | 4,957 | ||||||||
Referral relationships | 940 | ||||||||
Non-competition agreements | 400 | ||||||||
Tradename | 1,500 | ||||||||
Goodwill | 50,672 | ||||||||
Fair value of non-controlling interest | (10,541 | ) | |||||||
$ | 47,928 | ||||||||
Schedule of Unaudited Proforma Net Revenue and Net Income from Continuing Operations | ' | ||||||||
Unaudited proforma net revenue and net income from continuing operations for the Company as if the December 13, 2013 Acquisition occurred as of January 1, 2012 is as follows (in thousands, except per share data): | |||||||||
Three Months | |||||||||
Ended | |||||||||
31-Mar-13 | |||||||||
Net revenues | $ | 65,461 | |||||||
Net income attributable to common shareholders from continuing operations | $ | 4,033 | |||||||
Earnings per share: | |||||||||
Basic - net income attributable to common shareholders from continuing operations | $ | 0.33 | |||||||
Diluted - net income attributable to common shareholders from continuing operations | $ | 0.33 | |||||||
Shares used in computation: | |||||||||
Basic - net income attributable to common shareholders from continuing operations | 12,129 | ||||||||
Diluted - net income attributable to common shareholders from continuing operations | 12,144 | ||||||||
Multi Clinic Acquisitions of Physical Therapy | ' | ||||||||
Schedule of Clinic Acquisition | ' | ||||||||
During 2013, the Company completed the following multi-clinic acquisitions of physical therapy practices: | |||||||||
% Interest | Number of | ||||||||
Acquisition | Date | Acquired | Clinics | ||||||
February 2013 Acquisition | 28-Feb | 72% | 9 | ||||||
April 2013 Acquisition | 30-Apr | 50% | 5 | ||||||
May 2013 Acquisition | 24-May | 80% | 5 | ||||||
December 9, 2013 Acquisition | 9-Dec | 60% | 12 | ||||||
December 13, 2013 Acquisition | 13-Dec | 90% | 11 | ||||||
Acquisitions_and_Revaluations_1
Acquisitions and Revaluations of Non-Controlling Interests (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Changes in Carrying Amount of Redeemable Non-Controlling Interest | ' | |||
For the three months ended March 31, 2014, the following table details the changes in the carrying amount of redeemable non-controlling interest: | ||||
Three Months | ||||
Ended | ||||
31-Mar-14 | ||||
Beginning balance | $ | 4,104 | ||
Increase due to revaluation of redeemable non-controlling interests | 1,639 | |||
Purchases of redeemable non-controlling interests | (2,776 | ) | ||
Ending balance | $ | 2,967 | ||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
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 | |||||
31-Mar-13 | |||||
Net revenues | $ | 341 | |||
Operating costs | 532 | ||||
Gross margin | (191 | ) | |||
Direct general and administrative expenses | 93 | ||||
(284 | ) | ||||
Tax benefit | 84 | ||||
Loss from discontinued operations | $ | (200 | ) | ||
Goodwill_Tables
Goodwill (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Summary of Changes in Carrying Amount of Goodwill | ' | |||
The changes in the carrying amount of goodwill consisted of the following (in thousands): | ||||
Three Months | ||||
Ended | ||||
31-Mar-14 | ||||
Beginning balance | $ | 143,955 | ||
Goodwill acquired during the period | 125 | |||
Goodwill allocated to specific assets for business acquired in first six months of 2013 | (1,680 | ) | ||
Goodwill adjustments for purchase price allocation of businesses acquired | 117 | |||
Ending balance | $ | 142,517 | ||
Intangible_Assets_Net_Tables
Intangible Assets, Net (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Intangible Assets, Net | ' | ||||||||||
Intangible assets, net as of March 31, 2014 and December 31, 2013 consisted of the following (in thousands): | |||||||||||
March 31, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Tradenames | $ | 10,714 | $ | 9,814 | |||||||
Referral relationships, net of accumulated amortization of $1,737 and $1,582, respectively | 4,343 | 3,959 | |||||||||
Non-competition agreements, net of accumulated amortization of $2,037 and $1,950, respectively | 859 | 706 | |||||||||
$ | 15,916 | $ | 14,479 | ||||||||
Amortization Expenses | ' | ||||||||||
The following table details the amount of amortization expense recorded for intangible assets for the three months ended March 31, 2014 and 2013 (in thousands): | |||||||||||
Three Months Ended March 31, | |||||||||||
2014 | 2013 | ||||||||||
Referral relationships | $ | 155 | $ | 150 | |||||||
Non-competition agreements | 87 | 106 | |||||||||
$ | 242 | $ | 256 | ||||||||
Amortization of Referral Relationships and Non-Competition Agreements | ' | ||||||||||
Based on the balance of referral relationships and non-competition agreements as of March 31, 2014, the expected amount to be amortized in 2014 and thereafter by year is as follows (in thousands): | |||||||||||
Referral Relationships | Non Competition Agreements | ||||||||||
Annual | Annual | ||||||||||
Years | Amount | Years | Amount | ||||||||
2014 | $ | 535 | 2014 | $ | 272 | ||||||
2015 | $ | 486 | 2015 | $ | 246 | ||||||
2016 | $ | 486 | 2016 | $ | 185 | ||||||
2017 | $ | 486 | 2017 | $ | 140 | ||||||
2018 | $ | 449 | 2018 | $ | 84 | ||||||
2019 | $ | 413 | 2019 | $ | 19 | ||||||
2020 | $ | 413 | |||||||||
2021 | $ | 413 | |||||||||
2022 | $ | 364 | |||||||||
2023 | $ | 257 | |||||||||
2024 | $ | 137 | |||||||||
2025 | $ | 49 | |||||||||
2026 | $ | 11 | |||||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Summary of Accrued Expenses | ' | ||||||||
Accrued expenses as of March 31, 2014 and December 31, 2013 consisted of the following (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Salaries and related costs | $ | 7,332 | $ | 11,686 | |||||
Group health insurance claims | 2,537 | 2,023 | |||||||
Credit balances and overpayments due to patients and payors | 1,596 | 2,371 | |||||||
Dividends payable to common shareholders | 1,464 | - | |||||||
Other | 4,218 | 4,545 | |||||||
Total | $ | 17,147 | $ | 20,625 | |||||
Notes_Payable_and_Credit_Agree1
Notes Payable and Credit Agreement (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Summary of Credit Agreement and Notes Payable | ' | |||||||
Amounts outstanding under the Credit Agreement and notes payable as of March 31, 2014 and December 31, 2013 consisted of the following (in thousands): | ||||||||
2014 | 2013 | |||||||
Credit Agreement average effective interest rate of 2.3% inclusive of unused fee | $ | 45,500 | $ | 40,000 | ||||
Various notes payable with $775 plus accrued interest due in the next year, interest accrues at 3.25% per annum | 1,225 | 1,475 | ||||||
46,725 | 41,475 | |||||||
Less current portion | (775 | ) | (825 | ) | ||||
$ | 45,950 | $ | 40,650 | |||||
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 March 31, 2014 are as follows (in thousands): | ||||||||
During the twelve months ended March 31, 2015 | $ | 775 | ||||||
During the twelve months ended March 31, 2016 | 450 | |||||||
During the twelve months ended March 31, 2019 | 45,500 | |||||||
$ | 46,725 | |||||||
Basis_of_Presentation_and_Sign2
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Clinic | Year 2016 | Through December 31, 2014 | January 1, 2015 through March 31, 2015 | Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | Maximum | Maximum | ||
State | Furniture & equipment | Computer Software, Intangible Asset | Leasehold Improvements | Furniture & equipment | Computer Software, Intangible Asset | Leasehold Improvements | |||||||
Depreciation Amortization Impairment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of general partnership interest owned | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of limited partnership interest owned | 64.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of clinics operated | 472 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of states where clinics are operated | 43 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful lives | ' | ' | ' | ' | ' | '3 years | '3 years | '3 years | ' | ' | '8 years | '7 years | '5 years |
Percentage of reduction prevented in Medicare Fee rate | 20.10% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Medicare service fees, description | 'Protecting Access to Medicare Act of 2014 temporarily blocks this reduction through March 31, 2015 and replaces it with a 0.5% payment increase for services provided through December 31, 2014 and a 0% payment update from January 1, 2015 through March 31, 2015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of increase in payment for service | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of medicare payment | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' |
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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual limit on physical therapy and speech language pathology services | ' | ' | ' | ' | ' | ' | ' | ' | 1,920 | 1,900 | ' | ' | ' |
Annual limit occupational therapy services | ' | ' | ' | ' | ' | ' | ' | ' | 1,920 | 1,900 | ' | ' | ' |
Combined physical therapy/speech language pathology expenses | 3,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of practice expense component | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage reduction for service | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage reduction for service in institutional settings | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage reduction for service in institutional settings | 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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized tax benefit | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest and penalties associated with any unrecognized tax benefits | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense recognized | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares granted to employees lapse in equal installments on the following four or five annual anniversaries of the date of grant | '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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prior Period Reclassification Adjustment Description | 'Prior period amounts have been reclassified to conform to current period presentation due to discontinued operations recognized in 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis_of_Presentation_and_Sign3
Basis of Presentation and Significant Accounting Policies - Schedule of Clinic Acquisition (Detail) | Sep. 16, 2013 | Jun. 01, 2013 | Feb. 01, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
February 2013 Acquisition | April 2013 Acquisition | May 2013 Acquisition | December 9, 2013 Acquisition | December 13, 2013 Acquisition | ||||
Clinic | Clinic | Clinic | Clinic | Clinic | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition date | ' | ' | ' | 28-Feb-13 | 30-Apr-13 | 24-May-13 | 9-Dec-13 | 13-Dec-13 |
Percentage of interest acquired | 100.00% | 100.00% | 100.00% | 72.00% | 50.00% | 80.00% | 60.00% | 90.00% |
Number of Clinics | ' | ' | ' | 9 | 5 | 5 | 12 | 11 |
Earnings_Per_Share_Computation
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings attributable to common shareholders: | ' | ' |
From continuing operations | $4,228 | $3,851 |
From discontinued operations | ' | -130 |
Net income attributable to common shareholders | 4,228 | 3,721 |
Revaluation of redeemable non-controlling interests, net of tax | -967 | ' |
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest, Total | $3,261 | $3,721 |
Basic earnings per share attributable to common shareholders: | ' | ' |
From continuing operations | $0.35 | $0.32 |
From discontinued operations | ' | ($0.01) |
Income (loss) from operations before, per basic share | $0.35 | $0.31 |
Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax | ($0.08) | ' |
Basic | $0.27 | $0.31 |
Diluted earnings per share attributable to common shareholders: | ' | ' |
From continuing operations | $0.35 | $0.32 |
From discontinued operations | ' | ($0.01) |
Income (loss) from operations before, per diluted share | $0.35 | $0.31 |
Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax | ($0.08) | ' |
Diluted | $0.27 | $0.31 |
Shares used in computation: | ' | ' |
Basic earnings per share - weighted-average shares | 12,129 | 11,955 |
Effect of dilutive securities - stock options | 15 | 24 |
Denominator for diluted earnings per share - adjusted weighted-average shares | 12,144 | 11,979 |
Acquisition_of_Businesses_Addi
Acquisition of Businesses - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | Sep. 16, 2013 | Jun. 01, 2013 | Feb. 01, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Transactions | Feb-14 | Feb-15 | Apr-14 | Apr-15 | May-14 | May-15 | Dec-14 | Dec-15 | Acquisition Of Two Clinic Practices | Acquisition Of Clinics On Separate Transactions | February 2013 Acquisition | April 2013 Acquisition | May 2013 Acquisition | December 9, 2013 Acquisition | December 13, 2013 Acquisition | ||||
Clinic | Clinic | Installment | Installment | Installment | Installment | ||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of clinic practices acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 3 | ' | ' | ' | ' | ' |
Cash paid for acquisition of interest in clinic | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $125,000 | ' | $4,300,000 | $2,400,000 | $3,600,000 | $1,700,000 | $35,500,000 |
Number of multi-clinic acquisitions | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of interest acquired | ' | 100.00% | 100.00% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 72.00% | 50.00% | 80.00% | 60.00% | 90.00% |
Seller notes issued for acquisition of interest in clinic | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | 200,000 | 200,000 | ' | 500,000 |
Business acquisition number of installments to payment of purchase consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 2 | 2 | ' | 2 |
Acquisition cost payable in two principal installments including accrued interest | ' | ' | ' | ' | 200,000 | 200,000 | 100,000 | 100,000 | 100,000 | 100,000 | 250,000 | 250,000 | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, cost of acquired entity | ' | $130,000 | $95,000 | $5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_of_Businesses_Sch
Acquisitions of Businesses - Schedule of Multi Clinic Acquisition (Detail) | Sep. 16, 2013 | Jun. 01, 2013 | Feb. 01, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
February 2013 Acquisition | April 2013 Acquisition | May 2013 Acquisition | December 9, 2013 Acquisition | December 13, 2013 Acquisition | ||||
Clinic | Clinic | Clinic | Clinic | Clinic | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition date | ' | ' | ' | 28-Feb-13 | 30-Apr-13 | 24-May-13 | 9-Dec-13 | 13-Dec-13 |
Percentage of interest acquired | 100.00% | 100.00% | 100.00% | 72.00% | 50.00% | 80.00% | 60.00% | 90.00% |
Number of Clinics | ' | ' | ' | 9 | 5 | 5 | 12 | 11 |
Acquisitions_of_Businesses_Sch1
Acquisitions of Businesses - Schedule of Preliminary Purchase Price Allocation (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ' | ' | ' |
Cash paid, net of cash acquired | $125 | $4,215 | $46,628 |
Seller notes | ' | ' | 1,300 |
Total consideration | ' | ' | 47,928 |
Estimated fair value of net tangible assets acquired: | ' | ' | ' |
Total current assets | ' | ' | 3,756 |
Total non-current assets | ' | ' | 2,283 |
Total liabilities | ' | ' | -1,082 |
Net tangible assets acquired | ' | ' | 4,957 |
Referral relationships | ' | ' | 940 |
Non-competition agreements | ' | ' | 400 |
Tradename | ' | ' | 1,500 |
Goodwill | ' | ' | 50,672 |
Fair value of non-controlling interest | ' | ' | -10,541 |
Total consideration | ' | ' | $47,928 |
Acquisitions_of_Businesses_Una
Acquisitions of Businesses - Unaudited Proforma Net Revenue and Net Income from Continuing Operations (Detail) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2013 |
Business Combinations [Abstract] | ' |
Net revenues | $65,461 |
Net income attributable to common shareholders from continuing operations | $4,033 |
Earnings per share: | ' |
Basic - net income attributable to common shareholders from continuing operations | $0.33 |
Diluted - net income attributable to common shareholders from continuing operations | $0.33 |
Shares used in computation: | ' |
Basic - net income attributable to common shareholders from continuing operations | 12,129 |
Diluted - net income attributable to common shareholders from continuing operations | 12,144 |
Acquisitions_and_Revaluations_2
Acquisitions and Revaluations of Non-Controlling Interests - Additional Information (Detail) (USD $) | 3 Months Ended | |||
In Millions, unless otherwise specified | Mar. 31, 2014 | Sep. 16, 2013 | Jun. 01, 2013 | Feb. 01, 2013 |
Partnership | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Number of separate transactions to purchase partnership interest | 3 | ' | ' | ' |
Number of partnership in which interest acquired | 2 | ' | ' | ' |
Purchase price for additional non controlling interest | $2.80 | ' | ' | ' |
Book value of purchase price | 1.7 | ' | ' | ' |
Consolidation less than wholly owned subsidiary parent ownership interest amount changes purchase consideration charge from undistributed earning | 1.1 | ' | ' | ' |
Future tax benefits | $0.40 | ' | ' | ' |
Percentage of interest acquired | ' | 100.00% | 100.00% | 100.00% |
Minimum | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Percentage of interest acquired | 20.50% | ' | ' | ' |
Maximum | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Percentage of interest acquired | 35.00% | ' | ' | ' |
Acquisitions_and_Revaluations_3
Acquisitions and Revaluations of Non-Controlling Interests - Changes in Carrying Amount of Redeemable Non-Controlling Interest (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Business Acquisition [Line Items] | ' |
Beginning balance | $4,104 |
Increase due to revaluation of redeemable non-controlling interests | 1,639 |
Purchases of redeemable non-controlling interests | -2,776 |
Ending balance | $2,967 |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) | 1 Months Ended | |
Aug. 31, 2013 | Dec. 31, 2012 | |
Facility | Facility | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ' | ' |
Facilities previously closed | 1 | 1 |
Discontinued_Operations_Schedu
Discontinued Operations - Schedule of Details of Losses Reported for Physician Services (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2013 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ' |
Loss from discontinued operations | ($200) |
Physician Services | ' |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ' |
Net revenues | 341 |
Operating costs | 532 |
Gross margin | -191 |
Direct general and administrative expenses | 93 |
Loss from discontinued operations, before tax | -284 |
Tax benefit | 84 |
Loss from discontinued operations | ($200) |
Goodwill_Summary_of_Changes_in
Goodwill - Summary of Changes in Carrying Amount of Goodwill (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Goodwill [Roll Forward] | ' |
Beginning balance | $143,955 |
Goodwill acquired during the period | 125 |
Goodwill allocated to specific assets for business acquired in first six months of 2013 | -1,680 |
Goodwill adjustments for purchase price allocation of businesses acquired | 117 |
Ending balance | $142,517 |
Intangible_Assets_Net_Intangib
Intangible Assets, Net - Intangible Assets, Net (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite Lived Intangible Assets [Line Items] | ' | ' |
Total | $15,916 | $14,479 |
Tradenames | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Total | 10,714 | 9,814 |
Referral relationships | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Total | 4,343 | 3,959 |
Non-competition agreements | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Total | $859 | $706 |
Intangible_Assets_Net_Intangib1
Intangible Assets, Net - Intangible Assets, Net (Parenthetical) (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Referral relationships | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | $1,737 | $1,582 |
Non-competition agreements | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | $2,037 | $1,950 |
Intangible_Assets_Net_Addition
Intangible Assets, Net - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Referral relationships | Minimum | ' |
Finite Lived Intangible Assets [Line Items] | ' |
Estimated useful life | '6 years |
Referral relationships | Maximum | ' |
Finite Lived Intangible Assets [Line Items] | ' |
Estimated useful life | '16 years |
Non-competition agreements | Minimum | ' |
Finite Lived Intangible Assets [Line Items] | ' |
Estimated useful life | '5 years |
Non-competition agreements | Maximum | ' |
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 | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Total amortization expenses | $242 | $256 |
Referral relationships | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Total amortization expenses | 155 | 150 |
Non-competition agreements | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Total amortization expenses | $87 | $106 |
Intangible_Assets_Net_Amortiza1
Intangible Assets, Net - Amortization of Referral Relationships and Non-Competition Agreements (Detail) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Referral relationships | ' |
Finite Lived Intangible Assets [Line Items] | ' |
2014 | $535 |
2015 | 486 |
2016 | 486 |
2017 | 486 |
2018 | 449 |
2019 | 413 |
2020 | 413 |
2021 | 413 |
2022 | 364 |
2023 | 257 |
2024 | 137 |
2025 | 49 |
2026 | 11 |
Non-competition agreements | ' |
Finite Lived Intangible Assets [Line Items] | ' |
2014 | 272 |
2015 | 246 |
2016 | 185 |
2017 | 140 |
2018 | 84 |
2019 | $19 |
Accrued_Expenses_Summary_of_Ac
Accrued Expenses - Summary of Accrued Expenses (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ' | ' |
Salaries and related costs | $7,332 | $11,686 |
Group health insurance claims | 2,537 | 2,023 |
Credit balances and overpayments due to patients and payors | 1,596 | 2,371 |
Dividends payable to common shareholders | 1,464 | ' |
Other | 4,218 | 4,545 |
Total | $17,147 | $20,625 |
Notes_Payable_and_Credit_Agree2
Notes Payable and Credit Agreement - Summary of Credit Agreement and Notes Payable (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Payments/Long term debt, Total | $46,725 | $41,475 |
Less current portion | -775 | -825 |
Long term portion | 45,950 | 40,650 |
Credit Facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Payments/Long term debt, Total | 45,500 | 40,000 |
3.25 % notes payable due in next year | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Payments/Long term debt, Total | $1,225 | $1,475 |
Notes_Payable_and_Credit_Agree3
Notes Payable and Credit Agreement - Summary of Credit Agreement and Notes Payable (Parenthetical) (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Credit Facility | ' |
Debt Instrument [Line Items] | ' |
Average effective interest rate | 2.30% |
3.25 % notes payable due in next year | ' |
Debt Instrument [Line Items] | ' |
Annual installments | 775 |
Percentage of interest accrued | 3.25% |
Notes_Payable_and_Credit_Agree4
Notes Payable and Credit Agreement - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | |||||||
Dec. 05, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 05, 2013 | |
Notes Payable, Other Payables | Notes Payable, Other Payables | Minimum | Maximum | Revolving credit agreement average effective interest rate of 3.0% inclusive of unused fee | Revolving credit agreement average effective interest rate of 3.0% inclusive of unused fee | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility commitment | ' | ' | ' | ' | ' | ' | ' | ' | $125,000,000 |
Maturity Date | 30-Nov-18 | ' | ' | ' | ' | ' | ' | ' | ' |
Spread on Libor variable rate | ' | ' | ' | ' | ' | 1.50% | 2.50% | ' | ' |
Spread on base variable rate | ' | ' | ' | ' | ' | 0.10% | 1.00% | ' | ' |
Percentage of unused commitment fee | ' | ' | ' | ' | ' | 0.10% | 0.25% | ' | ' |
Payments/Long term debt, Total | ' | 46,725,000 | 41,475,000 | ' | ' | ' | ' | 45,500,000 | ' |
Remaining revolving credit outstanding | ' | ' | ' | ' | ' | ' | ' | 79,500,000 | ' |
Aggregate amount of Notes Payable | ' | ' | ' | 1,300,000 | 350,000 | ' | ' | ' | ' |
Aggregate principal installments | ' | ' | ' | $650,000 | $175,000 | ' | ' | ' | ' |
Average effective interest rate | ' | ' | ' | 3.25% | 3.25% | ' | ' | ' | ' |
Notes_Payable_and_Credit_Agree5
Notes Payable and Credit Agreement - Summary of Aggregate Annual Payments of Principal Required to Revolving Credit Facility (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Long Term Debt By Maturity [Abstract] | ' | ' |
During the twelve months ended March 31, 2015 | $775 | ' |
During the twelve months ended March 31, 2016 | 450 | ' |
During the twelve months ended March 31, 2019 | 45,500 | ' |
Payments/Long term debt, Total | $46,725 | $41,475 |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2009 | Mar. 31, 2014 | 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 | 0 | ' |
Additional estimated shares | 340,501 | ' | ' |