Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 04, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | U S PHYSICAL THERAPY INC /NV | ||
Entity Central Index Key | 885,978 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 467,032,000 | ||
Entity Common Stock, Shares Outstanding | 12,498,126 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 15,778 | $ 14,271 |
Patient accounts receivable, less allowance for doubtful accounts of $1,444 and $1,669, respectively | 36,231 | 32,891 |
Accounts receivable - other, less allowance for doubtful accounts of $198 and $198, respectively | 2,388 | 1,503 |
Other current assets | 5,785 | 6,186 |
Total current assets | 60,182 | 54,851 |
Fixed assets: | ||
Furniture and equipment | 44,749 | 42,003 |
Leasehold improvements | 25,160 | 22,806 |
Fixed assets, gross | 69,909 | 64,809 |
Less accumulated depreciation and amortization | 53,255 | 49,045 |
Fixed assets, net | 16,654 | 15,764 |
Goodwill | 171,547 | 147,914 |
Other identifiable intangible assets, net | 30,296 | 24,907 |
Other assets | 1,234 | 1,115 |
Total assets | 279,913 | 244,551 |
Current liabilities: | ||
Accounts payable - trade | 1,636 | 1,782 |
Accrued expenses | 16,596 | 22,839 |
Current portion of notes payable | 775 | 883 |
Total current liabilities | 19,007 | 25,504 |
Notes payable | 4,335 | 234 |
Revolving line of credit | 44,000 | 34,500 |
Deferred rent | 1,395 | 991 |
Deferred taxes and other long-term liabilities | 9,223 | 8,732 |
Total liabilities | $ 77,960 | $ 69,961 |
Commitments and contingencies | ||
Redeemable non-controlling interests | $ 8,843 | $ 7,376 |
U.S. Physical Therapy, Inc. shareholders' equity: | ||
Preferred stock, $.01 par value, 500,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $.01 par value, 20,000,000 shares authorized, 14,635,874 and 14,487,346 shares issued, respectively | 146 | 145 |
Additional paid-in capital | 45,251 | 43,577 |
Retained earnings | 149,016 | 134,186 |
Treasury stock at cost, 2,214,737 shares | (31,628) | (31,628) |
Total U.S. Physical Therapy, Inc. shareholders' equity | 162,785 | 146,280 |
Non-controlling interests | 30,325 | 20,934 |
Total equity | 193,110 | 167,214 |
Total liabilities and equity | $ 279,913 | $ 244,551 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Allowance for doubtful accounts, patient accounts receivable | $ 1,444 | $ 1,669 |
Allowance for doubtful accounts, accounts receivable - other | $ 198 | $ 198 |
U. S. Physical Therapy, Inc. shareholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 14,365,874 | 14,487,346 |
Treasury stock, shares (in shares) | 2,214,737 | 2,214,737 |
CONSOLIDATED STATEMENTS OF NET
CONSOLIDATED STATEMENTS OF NET INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CONSOLIDATED STATEMENTS OF NET INCOME [Abstract] | |||
Net patient revenues | $ 324,293 | $ 299,009 | $ 258,283 |
Other revenues | 7,009 | 6,065 | 5,775 |
Net revenues | 331,302 | 305,074 | 264,058 |
Clinic operating costs: | |||
Salaries and related costs | 180,514 | 163,417 | 141,840 |
Rent, clinic supplies, contract labor and other | 68,046 | 61,209 | 52,887 |
Provision for doubtful accounts | 4,170 | 4,112 | 4,384 |
Closure costs | 211 | 169 | 246 |
Total clinic operating costs | 252,941 | 228,907 | 199,357 |
Gross margin | 78,361 | 76,167 | 64,701 |
Corporate office costs | 31,067 | 30,399 | 25,931 |
Operating income from continuing operations | 47,294 | 45,768 | 38,770 |
Interest and other income, net | 81 | 18 | 7 |
Interest expense | (1,031) | (1,088) | (538) |
Income before taxes from continuing operations | 46,344 | 44,698 | 38,239 |
Provision for income taxes | 14,653 | 14,274 | 12,236 |
Net income from continuing operations including non-controlling interests | 31,691 | 30,424 | 26,003 |
Discontinued operations, net of tax benefit of $-0-, $-0- and $3,180. | 0 | 0 | (5,007) |
Net income including non-controlling interests | 31,691 | 30,424 | 20,996 |
Less: net income attributable to non-controlling interests | (9,412) | (9,571) | (8,273) |
Net income attributable to common shareholders | $ 22,279 | $ 20,853 | $ 12,723 |
Basic earnings per share attributable to common shareholders | |||
Prior to revaluation of redeemable non-controlling interests, net of tax (in dollars per share) | $ 1.80 | $ 1.71 | $ 1.45 |
Charges to additional-paid-in-capital - revaluation of non-controlling interests, net of tax (in dollars per share) | (0.03) | (0.09) | 0 |
From continuing operations, net of tax (in dollars per share) | 1.77 | 1.62 | 1.45 |
From discontinued operations, net of tax (in dollars per share) | 0 | 0 | (0.40) |
Basic (in dollars per share) | 1.77 | 1.62 | 1.05 |
Diluted earnings per share attributable to common shareholders | |||
Prior to revaluation of redeemable non-controlling interests, net of tax (in dollars per share) | 1.80 | 1.71 | 1.45 |
Charges to additional-paid-in-capital - revaluation of non-controlling interests, net of tax (in dollars per share) | (0.03) | (0.09) | 0 |
From continuing operations, net of tax (in dollars per share) | 1.77 | 1.62 | 1.45 |
From discontinued operations, net of tax (in dollars per share) | 0 | 0 | (0.40) |
Diluted (in dollars per share) | $ 1.77 | $ 1.62 | $ 1.05 |
Shares used in computation | |||
Basic (in shares) | 12,392 | 12,217 | 12,063 |
Diluted (in shares) | 12,392 | 12,221 | 12,082 |
Dividends declared per common share (in dollars per share) | $ 0.60 | $ 0.48 | $ 0.40 |
Earnings attributable to common shareholders | |||
From continuing operations | $ 22,279 | $ 20,853 | $ 17,492 |
From discontinued operations | 0 | 0 | (4,769) |
Net income attributable to common shareholders | $ 22,279 | $ 20,853 | $ 12,723 |
CONSOLIDATED STATEMENTS OF NET5
CONSOLIDATED STATEMENTS OF NET INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CONSOLIDATED STATEMENTS OF NET INCOME [Abstract] | |||
Tax benefit | $ 0 | $ 0 | $ 3,180 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total Shareholders' Equity [Member] | Non-controlling Interests [Member] | Total |
Beginning Balance at Dec. 31, 2012 | $ 141 | $ 37,489 | $ 111,321 | $ (31,628) | $ 117,323 | $ 17,336 | $ 134,659 |
Beginning Balance (in shares) at Dec. 31, 2012 | 14,130 | (2,215) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Proceeds from exercise of stock options | $ 2 | 45 | 0 | $ 0 | 47 | 0 | 47 |
Proceeds from exercise of stock options (in shares) | 17 | 0 | |||||
Net tax benefit from equity-based awards | $ 0 | 695 | 0 | $ 0 | 695 | 0 | 695 |
Issuance of restricted stock | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of restricted stock (in shares) | 175 | ||||||
Cancellation of restricted stock | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Cancellation of restricted stock (in shares) | (6) | ||||||
Compensation expense - restricted stock | $ 0 | 2,743 | 0 | 0 | 2,743 | 0 | 2,743 |
Transfer of compensation liability for certain stock issued pursuant to long-term incentive plans | 0 | 248 | 0 | 0 | 248 | 0 | 248 |
Purchase of businesses | 0 | 0 | 0 | 0 | 0 | 10,541 | 10,541 |
Reclass to redeemable non-controlling interests | 0 | 0 | 0 | 0 | 0 | (4,104) | (4,104) |
Acquisitions and sales of noncontrolling interests, net | 0 | (651) | 0 | 0 | (651) | (155) | (806) |
Cash dividends to shareholders | 0 | 0 | (4,838) | 0 | (4,838) | 0 | (4,838) |
Distributions to non-controlling interest partners | 0 | 0 | 0 | 0 | 0 | (9,164) | (9,164) |
Net income | 0 | 0 | 12,723 | 0 | 12,723 | 8,273 | 20,996 |
Ending Balance at Dec. 31, 2013 | $ 143 | 40,569 | 119,206 | $ (31,628) | 128,290 | 22,727 | 151,017 |
Ending Balance (in shares) at Dec. 31, 2013 | 14,316 | (2,215) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Proceeds from exercise of stock options | $ 1 | 43 | 0 | $ 0 | 44 | 0 | 44 |
Proceeds from exercise of stock options (in shares) | 21 | ||||||
Net tax benefit from equity-based awards | $ 0 | 948 | 0 | 0 | 948 | 0 | 948 |
Issuance of restricted stock | $ 1 | 0 | 0 | 0 | 1 | 0 | 1 |
Issuance of restricted stock (in shares) | 150 | ||||||
Cancellation of restricted stock | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Compensation expense - restricted stock | 0 | 3,363 | 0 | 0 | 3,363 | 0 | 3,363 |
Purchase of businesses | 0 | 0 | 0 | 0 | 0 | 4,725 | 4,725 |
Revaluation of redeemable non-controlling interests | (1,086) | 0 | 0 | (1,086) | 0 | (1,086) | |
Reclass to redeemable non-controlling interests | 0 | 0 | 0 | 0 | 0 | (6,375) | (6,375) |
Acquisitions and sales of noncontrolling interests, net | 0 | (260) | 0 | 0 | (260) | (63) | (323) |
Cash dividends to shareholders | 0 | (5,873) | (5,873) | 0 | (5,873) | ||
Contribution of non-controlling interest partners | 0 | 0 | 0 | 0 | 0 | 177 | 177 |
Distributions to non-controlling interest partners | 0 | 0 | 0 | 0 | 0 | (9,432) | (9,432) |
Net income | 0 | 0 | 20,853 | 0 | 20,853 | 9,175 | 30,028 |
Ending Balance at Dec. 31, 2014 | $ 145 | 43,577 | 134,186 | $ (31,628) | 146,280 | 20,934 | 167,214 |
Ending Balance (in shares) at Dec. 31, 2014 | 14,487 | (2,215) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Proceeds from exercise of stock options | $ 1 | 4 | 0 | $ 0 | 5 | 0 | 5 |
Proceeds from exercise of stock options (in shares) | 1 | ||||||
Net tax benefit from equity-based awards | $ 0 | 947 | 0 | 0 | 947 | 0 | 947 |
Issuance of restricted stock | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of restricted stock (in shares) | 148 | ||||||
Compensation expense - restricted stock | $ 0 | 4,491 | 0 | 0 | 4,491 | 0 | 4,491 |
Transfer of compensation liability for certain stock issued pursuant to long-term incentive plans | 0 | 446 | 0 | 0 | 446 | 0 | 446 |
Purchase of businesses | 0 | 0 | 0 | 0 | 0 | 12,292 | 12,292 |
Revaluation of redeemable non-controlling interests | (319) | 0 | 0 | (319) | 0 | (319) | |
Reclass to redeemable non-controlling interests | 0 | 0 | 0 | 0 | 0 | (2,681) | (2,681) |
Acquisitions and sales of noncontrolling interests, net | 0 | (3,895) | 0 | 0 | (3,895) | (260) | (4,155) |
Cash dividends to shareholders | 0 | (7,449) | (7,449) | 0 | (7,449) | ||
Contribution of non-controlling interest partners | 0 | 0 | 0 | 0 | 0 | 17 | 17 |
Distributions to non-controlling interest partners | 0 | 0 | 0 | 0 | 0 | (8,723) | (8,723) |
Net income | 0 | 0 | 22,279 | 0 | 22,279 | 8,746 | 31,025 |
Ending Balance at Dec. 31, 2015 | $ 146 | $ 45,251 | $ 149,016 | $ (31,628) | $ 162,785 | $ 30,325 | $ 193,110 |
Ending Balance (in shares) at Dec. 31, 2015 | 14,636 | (2,215) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING ACTIVITIES | |||
Net income including noncontrolling interests | $ 31,691 | $ 30,424 | $ 20,996 |
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities: | |||
Depreciation and amortization | 7,952 | 6,740 | 5,562 |
Provision for doubtful accounts | 4,170 | 4,112 | 4,384 |
Equity-based awards compensation expense | 4,491 | 3,363 | 2,743 |
Loss (gain) on sale of business and fixed assets | 84 | 35 | 7,335 |
Excess tax benefit from equity-based awards | (947) | (948) | (695) |
Deferred income tax | 7,001 | 6,275 | 2,369 |
Write-off of goodwill - closed clinic | 180 | 135 | 0 |
Changes in operating assets and liabilities: | |||
Increase in patient accounts receivable | (5,519) | (5,388) | (5,389) |
Increase in accounts receivable - other | (852) | 341 | (5) |
(Increase) decrease in other assets | (1,477) | (2,493) | 1,803 |
(Decrease) increase in accounts payable and accrued expenses | (7,013) | 1,868 | 4,833 |
(Decrease) increase in other liabilities | 1,482 | 730 | 859 |
Net cash provided by operating activities | 41,243 | 45,194 | 44,795 |
INVESTING ACTIVITIES | |||
Purchase of fixed assets | (6,263) | (5,167) | (4,637) |
Purchase of businesses, net of cash acquired | (18,965) | (12,270) | (46,628) |
Acquisitions of non-controlling interests | (7,083) | (5,490) | (1,876) |
Sale of non-controlling interests | 0 | 0 | 233 |
Proceeds on sale of business and fixed assets, net | 71 | 47 | 459 |
Net cash used in investing activities | (32,240) | (22,880) | (52,449) |
FINANCING ACTIVITIES | |||
Distributions to non-controlling interests (including redeemable non-controlling interests) | (9,632) | (9,913) | (9,164) |
Cash dividends to shareholders | (7,449) | (5,873) | (4,838) |
Proceeds from revolving line of credit | 103,000 | 134,300 | 150,800 |
Payments on revolving line of credit | (93,500) | (139,800) | (128,200) |
Principal payments on notes payable | (884) | (825) | (459) |
Tax benefit from stock based awards | 947 | 948 | 695 |
Other | 22 | 222 | 47 |
Net cash (used in) provided by financing activities | (7,496) | (20,941) | 8,881 |
Net increase in cash and cash equivalents | 1,507 | 1,373 | 1,227 |
Cash and cash equivalents - beginning of period | 14,271 | 12,898 | 11,671 |
Cash and cash equivalents - end of period | 15,778 | 14,271 | 12,898 |
Cash paid during the period for: | |||
Income taxes | 7,779 | 9,253 | 4,111 |
Interest | 884 | 1,103 | 352 |
Non-cash investing and financing transactions during the period: | |||
Purchase of business - seller financing portion | 1,800 | 400 | 1,300 |
Acquisition of noncontrolling interest - seller financing portion | 3,077 | 67 | 0 |
Revaluation of redeemable non-controlling interests | $ 529 | $ 1,841 | $ 0 |
Organization, Nature of Operati
Organization, Nature of Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Nature of Operations and Basis of Presentation [Abstract] | |
Organization, Nature of Operations and Basis of Presentation | 1. Organization, Nature of Operations and Basis of Presentation U.S. Physical Therapy, Inc. and its subsidiaries (together, the “Company”) operate outpatient physical therapy clinics that provide pre-and post-operative care and treatment for orthopedic-related disorders, sports-related injuries, preventative care, rehabilitation of injured workers and neurological-related injuries. As of December 31, 2015 the Company owned and/or operated 508 clinics in 42 states. The clinics’ business primarily originates from physician referrals. The principal sources of payment for the clinics’ services are managed care programs, commercial health insurance, Medicare/Medicaid, workers’ compensation insurance and proceeds from personal injury cases. In addition to the Company’s ownership and operation of outpatient physical therapy clinics, it also manages physical therapy facilities for third parties, such as physicians and hospitals, with 21 such third-party facilities under management as of December 31, 2015. The consolidated financial statements include the accounts of U.S. Physical Therapy, Inc. and its subsidiaries. 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 49% through 94% limited partnership interest. The managing therapist of each clinic owns 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”). During the last three years, the Company completed the following multi-clinic acquisitions: Acquisition Date % Interest Acquired Number of Clinics 2015 January 2015 Acquisition January 31 60 % 9 April 2015 Acquisition April 30 70 % 3 June 2015 Acquisition June 30 70 % 4 December 2015 Acquisition December 31 59 % 4 2014 April 2014 Acquisition April 30, 2014 70 % 13 August 2014 Acquisition August 1, 2014 100 % 3 2013 February 2013 Acquisition February 28, 2013 72 % 9 April 2013 Acquisition April 30, 2013 50 % 5 May 2013 Acquisition May 24, 2013 80 % 5 December 9, 2013 Acquisition December 9, 2013 60 % 12 December 13, 2013 Acquisition December 13, 2013 90 % 11 In addition to the multi-clinic acquisitions, the Company acquired a 60% interest in a single clinic practice during 2015,the Company acquired four individual clinics in separate transactions during 2014, and the Company acquired three individual clinics in separate transactions during 2013. Clinic Partnerships For Clinic Partnerships, the earnings and liabilities attributable to the non-controlling interest, typically owned by the managing therapist, directly or indirectly, are recorded within the statements of net income and balance sheets 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 the clinic partners/directors. 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 sheets. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Cash Equivalents The Company maintains its cash and cash equivalents at financial institutions. The combined account balances at several institutions typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. Management believes that this risk is not significant. Long-Lived Assets Fixed assets are stated at cost. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets. Estimated useful lives for furniture and equipment range from three to eight years and for software purchased from three to seven years. Leasehold improvements are amortized over the shorter of the related lease term or estimated useful lives of the assets, which is generally three to five years. Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of The Company reviews property and equipment and intangible assets with finite lives for impairment upon the occurrence of certain events or circumstances that indicate the related amounts may be impaired. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Goodwill Goodwill represents the excess of the amount paid and fair value of the non-controlling interests over the fair value of the acquired business assets, which include certain identifiable 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 is recognized as an adjustment to additional paid-in capital. The fair value of goodwill and other identifiable 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 the Company’s reporting units when performing its annual goodwill impairment test. In 2015, 2014 and 2013, there were six regions. An impairment loss generally would be recognized when the carrying amount of the net assets of a reporting unit, inclusive of goodwill and other identifiable intangible assets, exceeds the estimated fair value of the reporting unit. The estimated fair value of a reporting unit is determined using two factors: (i) earnings prior to taxes, depreciation and amortization for the reporting unit multiplied by a price/earnings ratio used in the industry and (ii) a discounted cash flow analysis. A weight is assigned to each factor and the sum of each weight times the factor is considered the estimated fair value. For 2015, the factors (i.e., price/earnings ratio, discount rate and residual capitalization rate) were updated to reflect current market conditions. The evaluation of goodwill in 2015, 2014 and 2013 did not result in any goodwill amounts that were deemed impaired. The Company has not identified any triggering events occurring after the testing date that would impact the impairment testing results obtained. Factors which could result in future impairment charges include but are not limited to: • changes as the result of government enacted national healthcare reform; • changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification or enrollment status; • revenue we receive from Medicare and Medicaid being subject to potential retroactive reduction; • business and regulatory conditions including federal and state regulation; • governmental and other third party payor inspections, reviews, investigations and audits; • compliance with federal and state laws and regulations relating to the privacy of individually identifiable patient information and associated fines and penalties for failure to comply; • possible legal actions, which could subject us to increased operating costs and uninsured liabilities; • changes in reimbursement rates or payment methods from third party payors including government agencies and deductibles and co-pays owed by patients; • revenue and earnings expectations; • general economic conditions; • availability and cost of qualified physical and occupational therapists; • personnel productivity and retaining key personnel; • competitive, economic or reimbursement conditions in our markets which may require us to reorganize or close certain operations and thereby incur losses and/or closure costs including the possible write-down or write-off of goodwill and other intangible assets; • acquisitions, purchases of non-controlling interests (minority interests) and the successful integration of the operations of the acquired business; • maintaining adequate internal controls; • maintaining necessary insurance coverage; • availability, terms, and use of capital; and • weather and other seasonal factors. The Company will continue to monitor for any triggering events or other indicators of impairment. 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 statements of net income. 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 equity investment on the deconsolidation date. When the purchase price of a non-controlling interest by the Company exceeds the book value at the time of purchase, any excess or shortfall 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 outside owners that have certain redemption rights that are currently exercisable, and that, if exercised, require that the Company purchases the non-controlling interest of the particular limited partner. At December 31, 2015, the redeemable non-controlling interests reflect the book value of the non-controlling interests for those not deemed probable that the limited partner will assert the redemption rights and the fair value of the non-controlling interest for those deemed probable. The redeemable non-controlling interests was 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 statements of net income. Although, the adjustments are not reflected in the statements of net income, current accounting rules require that the Company reflects the charge in the earning 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, taxes, depreciation and amortization. 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 statements of net income. Patient 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 have historically been subject to an automatic annual update 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 September 30, 2015, Centers for Medicare & Medicaid Services (“CMS”) or Congress has taken action to prevent the implementation of SGR formula reductions. On April 16, 2015, the Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”) was signed into law, eliminating the SGR formula and the associated annual automatic rate reductions. For services provided between January 1, 2015 and June 30, 2015 a 0% payment update was applied to the Medicare physician fee schedule payment rates; for services provided between July 1, 2015 and December 31, 2015 a 0.5% increase was applied to the fee schedule payment rates; for services provided in 2016 a 0.3% decrease is being applied to the fee schedule payment rates, and for 2017 through 2019, a 0.5% increase will be applied each year to the fee schedule payment rates, unless further adjusted by CMS. In addition, the MACRA promotes the development of new payment models that focus on quality and outcomes. 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. For 2015, the annual Limit on outpatient therapy services was $1,940 for Physical and Speech Language Pathology Services combined and $1,940 for Occupational Therapy Services. For 2016, the annual Limit on outpatient therapy services is $1,960 for Physical and Speech Language Pathology Services combined and $1,960 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 Therapy Caps to services furnished in hospital outpatient department settings. The application of these annual limits to hospital outpatient department settings will sunset on December 31, 2017 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. 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 extended the exceptions process for outpatient therapy caps through March 31, 2015. The MACRA further extended the exceptions process for outpatient therapy caps through December 31, 2017. Unless Congress extends the exceptions process further, the therapy caps will apply to all outpatient therapy services beginning January 1, 2018, 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 MACRA directed CMS to modify the manual medical review process such that those reviews will no longer apply to all claims exceeding the $3,700 threshold and instead will be determined on a targeted basis based on a variety of factors that CMS considers appropriate. The new factors have applied to exception requests for which CMS did not conduct a medical review by July 15, 2015. CMS adopted a multiple procedure payment reduction (“MPPR”) for therapy services in the final update to the MPFS for calendar year 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. Since 2013, the practice expense component for the second and subsequent therapy service furnished during the same day for the same patient was reduced by 50%. In addition, the 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 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: 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 certified rehabilitation agencies cannot participate because the Medicare claims processing systems currently cannot accommodate institutional providers such as certified rehabilitation 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 and 2017. 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 December 31, 2015. 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. For 2015, net revenue from Medicare accounts for $73.2 million. 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 by both insurance companies and government sponsored healthcare programs for such services. 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 the Company 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 system does 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, historically the difference between net revenues and corresponding cash collections has generally reflected a difference within approximately 1% of net revenues. Additionally, analysis of subsequent period’s contractual write-offs on a payor basis reflects a difference within approximately 1% 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 December 31, 2015. 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 bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which 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 did not have any accrued interest or penalties associated with any unrecognized tax benefits nor was any interest expense recognized during the twelve months ended December 31, 2015 and 2014. The Company will book any interest or penalties, if required, in interest and/or other income/expense as appropriate. 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. The impact of these changes were not material to the Company's consolidated financial statements. Fair Values of Financial Instruments The carrying amounts reported in the balance sheets 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 under the Amended Credit Agreement (as defined in Note 10) approximates its fair value. The interest rate on the Credit Agreement, which is tied to the Eurodollar Rate, is set at various short-term intervals, as detailed in the Credit Agreement. 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, 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 December 31, 2015. Restricted Stock Restricted stock issued to employees and directors is subject to continued employment or continued service on the board, respectively. Generally, restrictions on the stock granted to employees lapse in equal annual installments on the following four anniversaries of the date of grant. For those shares granted to directors, the restrictions will lapse in equal quarterly installments during the first year after the date of grant. For those granted to executive officers, the restriction will lapse in equal quarterly installments during the four years following 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 vesting period. The restricted stock issued is included in basic and diluted shares for the earnings per share computation. Recently Adopted Accounting Guidance In April 2014, the Financial Accounting Standards Board (“FASB”) issued changes to reporting discontinued operations and disclosures of disposals of components of an entity. These changes require a disposal of a component to meet a higher threshold in order to be reported as a discontinued operation in an entity’s financial statements. The threshold is defined as a strategic shift that has, or will have, a major effect on an entity’s operations and financial results such as a disposal of a major geographical area or a major line of business. Additionally, the following two criteria have been removed from consideration of whether a component meets the requirements for discontinued operations presentation: (i) the operations and cash flows of a disposal component have been or will be eliminated from the ongoing operations of an entity as a result of the disposal transaction, and (ii) an entity will not have any significant continuing involvement in the operations of the disposal component after the disposal transaction. Furthermore, equity method investments now may qualify for discontinued operations presentation. These changes also require expanded disclosures for all disposals of components of an entity, whether or not the threshold for reporting as a discontinued operation is met, related to profit or loss information and/or asset and liability information of the component. These changes became effective for the Company on January 1, 2015. The adoption of these changes did not have an immediate impact on the Consolidated Financial Statements. In November 2015, the FASB issued changes to the balance sheet classification of deferred taxes, which the Company early adopted, on a prospective basis in 2015. These changes simplify the presentation of deferred income taxes by requiring all deferred income tax assets and liabilities to be classified as noncurrent in a classified balance sheet. The current requirement that deferred tax assets and liabilities of a tax-paying component of an entity be offset and presented as a single amount is not affected by these changes. As such, all deferred income tax liabilities were classified in Other long-term liabilities line item on the December 31, 2015 Consolidated Balance Sheet. Recently Issued Accounting Guidance In September 2015, the FASB issued changes to the accounting for measurement-period adjustments related to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill during the measurement period, as well as revise comparative information for prior periods presented within financial statements as needed, including revising income effects, such as depreciation and amortization, as a result of changes made to the balance sheet amounts of the acquiree. Such adjustments are required when new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts initially recognized or would have resulted in the recognition of additional assets or liabilities. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). The changes eliminate the requirement to make such retrospective adjustments, and, instead require the acquiring entity to record these adjustments in the reporting period they are determined. Additionally, the changes require the acquiring entity to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period income by line item that would have been recorded in previous reporting periods if the adjustment to the balance sheet amounts had been recognized as of the acquisition date. These changes become effective for the Company on January 1, 2016; however, early adoption is permitted. The Company is currently evaluating the standard to determine the impact it will have on its consolidated financial statements. Subsequent Event The Company has evaluated events occurring after the balance sheet date for possible disclosure as a subsequent event through the date that these consolidated financial statements were issued. No disclosure was required. |
Acquisitions of Businesses
Acquisitions of Businesses | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions of Businesses [Abstract] | |
Acquisitions of Businesses | 3. Acquisitions of Businesses During 2015, 2014 and 2013, the Company completed the following multi-clinic acquisitions of physical therapy practices: Acquisition Date % Interest Acquired Number of Clinics 2015 January 2015 Acquisition January 31 60 % 9 April 2015 Acquisition April 30 70 % 3 June 2015 Acquisition June 30 70 % 4 December 2015 Acquisition December 31 59 % 4 2014 April 2014 Acquisition April 30, 2014 70 % 13 August 2014 Acquisition August 1, 2014 100 % 3 2013 February 2013 Acquisition February 28, 2013 72 % 9 April 2013 Acquisition April 30, 2013 50 % 5 May 2013 Acquisition May 24, 2013 80 % 5 December 9, 2013 Acquisition December 9, 2013 60 % 12 December 13, 2013 Acquisition December 13, 2013 90 % 11 In addition to the multi-clinic acquisitions detailed above, the Company acquired a 60% interest in an individual clinic practice during 2015, the Company acquired four individual clinics in separate transactions during 2014 and the Company acquired three individual clinics in separate transactions during 2013. On December 31, 2015, the Company acquired a 59% interest in a four-clinic physical therapy practice. The purchase price was $4.6 million in cash and $400,000 in seller notes payable that are payable in two principal installments of an aggregate of $200,000 each, plus accrued interest, in December 2016 and 2017. On June 30, 2015, the Company acquired a 70% interest in a four-clinic physical therapy practice. The purchase price was $3.6 million in cash and $0.7 million in seller notes that are payable plus accrued interest, in June 2018. On April 30, 2015, the Company acquired a 70% interest in a three-clinic physical therapy practice. The purchase price was $4.7 million in cash and $150,000 in a seller note that is payable in two principal installments of $75,000 each, plus accrued interest, in April 2016 and 2017. On January 31, 2015, the Company acquired a 60% interest in a nine-clinic physical therapy practice. The purchase price for the 60% interest was $6.7 million in cash and $0.5 million in a seller note that is payable in two principal installments of $250,000 each, plus accrued interest, in January 2016 and 2017. In addition to the multi-clinic acquisitions, on August 31, 2015, the Company acquired a 60% interest in a single physical therapy clinic for $150,000 in cash and $50,000 in a seller note payable that is payable plus accrued interest in August 2016. The purchase prices for the 2015 acquisitions have been preliminarily allocated as follows (in thousands): Cash paid, net of cash acquired $ 18,965 Seller notes 1,800 Total consideration $ 20,765 Estimated fair value of net tangible assets acquired: Total current assets $ 2,146 Total non-current assets 1,404 Total liabilities (1,036 ) Net tangible assets acquired $ 2,514 Referral relationships 3,069 Non-compete 731 Tradename 3,315 Goodwill 23,428 Fair value of non-controlling interest (12,292 ) $ 20,765 The purchase price for the 70% interest in the April 2014 Acquisition was $10.6 million in cash and a $400,000 seller note, that is payable in two principal installments totaling $200,000 each, plus accrued interest, in April 2015 and 2016. The purchase price for the August 2014 Acquisition was $1.0 million in cash. In addition, during 2014, the Company acquired three individual clinic practices for an aggregate of $595,000. The purchase prices for the 2014 acquisitions have been allocated as follows: Cash paid, net of cash acquired $ 12,270 Seller notes 400 Total consideration $ 12,670 Estimated fair value of net tangible assets acquired: Total current assets $ 1,213 Total non-current assets 1,051 Total liabilities (406 ) Net tangible assets acquired $ 1,858 Referral relationships 280 Non-compete 330 Tradename 1,600 Goodwill 13,327 Fair value of non-controlling interest (4,725 ) $ 12,670 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 was payable in two principal installments totaling $200,000 each, plus accrued interest, in February 2014 and 2015, which has been paid in full. 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 was payable in two principal installments totaling $100,000 each, plus accrued interest, in April of 2014 and 2015, which has been paid in full. 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 was payable in two principal installments totaling $100,000 each, plus accrued interest, in May of 2014 and 2015, which has been paid in full. 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 was payable in two principal installments totaling $250,000 each, plus accrued interest, in December 2014 and 2015, which has been paid in full. The aggregate purchase price for the three individual clinic practices acquired in 2013 was $238,000. The purchase prices for the acquisitions in 2013 were 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 $ 3,177 Total non-current assets 1,541 Total liabilities (538 ) Net tangible assets acquired $ 4,180 Referral relationships 6,140 Non-compete 1,080 Tradename 3,700 Goodwill 43,369 Fair value of non-controlling interest (10,541 ) $ 47,928 The purchase prices plus the fair value of the non-controlling interests for the acquisitions in January 2015 and in 2014 and 2013 were allocated to the fair value of the assets acquired, inclusive of identifiable intangible assets, i.e. trade names, referral relationships and non-compete agreements, and liabilities assumed based on the fair values at the acquisition date, with the amount exceeding the fair values being recorded as goodwill. For the other acquisitions in 2015, 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 at December 31, 2015 based on additional information obtained and completion of the valuation of the identifiable intangible assets. Changes in the estimated valuation of the tangible assets acquired, the completion of the valuation of identifiable intangible assets 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. For the acquisitions in January 2015 and in 2014 and 2013, the values assigned to the referral relationships and non-compete agreements are being amortized to expense equally over the respective estimated lives. For referral relationships, the range of the estimated lives was 4½ to 13 years, and for non-compete agreements the estimated lives was six years. Generally, the values assigned to tradenames are tested annually for impairment, however with regards to one acquisition in 2013, the tradename is being amortized over the term of the six year agreement in which the Company has acquired the rights to use the specific tradename. The values assigned to goodwill are tested annually for impairment. For the 2015, 2014 and 2013 acquisitions, total current assets primarily represent primarily patient accounts receivable. Total non-current assets are fixed assets, primarily equipment, used in the practices. The consideration paid for each of the acquisitions was derived through arm’s length negotiations. Funding for the cash portions was derived from proceeds from the Company’s revolving credit facility. The results of operations of the acquisitions have been included in the Company’s consolidated financial statements since their respective date of acquisition. Unaudited proforma consolidated financial information for the acquisitions in 2015, 2014, with the exception of the December 13, 2013 Acquisition (previously disclosed), and 2013 acquisitions have not been included as the results, individually and in the aggregate, were not material to current operations. |
Acquisitions of Non-Controlling
Acquisitions of Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions of Non-Controlling Interests [Abstract] | |
Acquisitions of Non-Controlling Interests | 4. Acquisitions of Non-Controlling Interests In 2015, the Company purchased additional interests in eight partnerships. The interests in the partnerships purchased ranged from 5% to 35%. The aggregate purchase price paid was $8.7 million of which $5.6 million was paid in cash and the Company entered into several notes payable of $3.1 million. The notes are payable in two installments plus accrued interest (interest accrues at 3.25%). The first principal installments in an aggregate of $1.2 million are due on December 31, 2018 and the second principal installments in an aggregate of $1.9 million are due on January 31, 2019. The purchase prices included an aggregate of $260,000 of undistributed earnings. The remaining $8.4 million, less future tax benefits of $3.3 million, was recognized as an adjustment to additional paid-in capital. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2015 | |
Redeemable Non-Controlling Interest [Abstract] | |
Redeemable Non-Controlling Interest | 5. Redeemable Non-Controlling Interest In 2015, the Company purchased additional interests in a partnership which was classified as redeemable non-controlling interest. The purchase price was $1.5 million in cash. Also, in four separate transactions during 2014, the Company purchased partnership interests in four partnerships. The interests in the partnerships purchased and sold ranged from less than 1% to 35%. The aggregate of the purchase prices paid was $0.6 million. The purchase prices paid included a net of $0.1 million of undistributed earnings. The remaining $0.5 million, less future tax benefits of $0.2 million, was recognized as an adjustment to additional paid-in capital. The following table details the changes in the carrying amount of redeemable non-controlling interest: Year Ended December 31, 2015 Year Ended December 31, 2014 Beginning balance $ 7,376 $ 4,104 Operating results allocated to redeemable non-controlling interest partners 666 396 Distributions to redeemable non-controlling interest partners (909 ) (453 ) Reclass of non-controlling interests 2,681 6,375 Increase due to revaluation fair value of redeemable non-controlling interest 529 1,841 Payments for purchase of redeemable non-controlling interests (1,500 ) (4,887 ) Ending balance $ 8,843 $ 7,376 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 after tax adjustments are charged to additional paid-in capital and are not reflected in the statements of net income. Although the adjustments are not reflected in the statements of net income, current accounting rules require that the Company reflects the charge in the earnings per share calculation. The results of operations of the acquired non-controlling interests are included in the accompanying financial statements from the dates of purchase in the net income attributable to common shareholders. |
Divestiture of Business
Divestiture of Business | 12 Months Ended |
Dec. 31, 2015 | |
Divestiture of Business [Abstract] | |
Divestiture of Business | 6. Divestiture of Business On September 30, 2013, the Company sold the remainder of its physician services business. Previously, the Company closed its two physician services facilities – one in August 2013 and the other in December 2012. As previously disclosed in the Company’s public filings, the physician services business incurred negative gross margins in 2012 and through the first nine months of 2013. Revenues from physician services were generated by patient visits, franchise arrangements and fees from third parties. The results of operations and the loss on the sale of the physician services business have been reclassified to discontinued operations for all periods presented. The Company received $400,000 cash and a note receivable of $500,000. The sale less the write-off of assets, primarily of goodwill and other intangible assets, and recording of appropriate accruals resulted in an after-tax loss of $4.4 million. The following table details the losses from discontinued operations reported for the physician services business (in thousands): Year Ended December 31, 2013 Net revenues $ 864 Operating cost 1,537 Gross margin (673 ) Direct general and administrative expenses less proceeds 1,176 Write off goodwill and other intangible assets 6,338 Loss from discontinued operations, before tax (8,187 ) Tax benefit (provision) 3,180 (Loss) income from discontinued operations $ (5,007 ) The cash flow impact of the sale and closures is deemed immaterial for the consolidated statements of cash flows. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill [Abstract] | |
Goodwill | 7. Goodwill The changes in the carrying amount of goodwill as of December 31, 2015 and 2014 consisted of the following (in thousands): Year Ended December 31, 2015 Year Ended December 31, 2014 Beginning balance $ 147,914 $ 143,955 Goodwill acquired during the year 23,428 12,974 Goodwill allocated to specific assets for businesses acquired in 2013 — (9,760 ) Goodwill adjustments for purchase price allocation of businesses acquired 385 880 Goodwill written-off - closed clinics (180 ) (135 ) Ending balance $ 171,547 $ 147,914 |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets, net [Abstract] | |
Intangible Assets, net | 8. Intangible Assets, net Intangible assets, net as of December 31, 2015 and 2014 consisted of the following (in thousands): December 31, 2015 December 31, 2014 Tradenames, net of accumulated amortization of $170 and $86, respectively $ 17,660 $ 14,427 Referral relationships, net of accumulated amortization of $3,763 and $2,610, respectively 10,866 8,951 Non-compete agreements, net of accumulated amortization of $2,855 and $2,377, respectively 1,770 1,529 $ 30,296 $ 24,907 Tradenames, referral relationships and non-compete agreements are related to the businesses acquired. Typically, the value assigned to tradenames has an indefinite life and is tested at least annually for impairment using the relief from royalty method in conjunction with the Company’s annual goodwill impairment test. However, for one acquisition, the value assigned to tradename is being amortized over the term of the six year agreement in which the Company has acquired the right to use the specific tradename. The value assigned to referral relationships is being amortized over their respective estimated useful lives which range from six to 16 years. Non-compete 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 years ended December 31, 2015, 2014 and 2013 (in thousands): Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Tradenames $ 84 $ 86 $ — Referral relationships 1,153 1,028 521 Non-compete agreements 478 427 372 $ 1,715 $ 1,541 $ 893 During 2013, in conjunction with the sale of the physician services business, the Company wrote-off the referral relationships and non-compete agreements related to this business which included accumulated amortization of $156,000 and $270,000, respectively. The remaining balances of the tradename, referral relationships and non-compete agreements is expected to be amortized as follows (in thousands): Tradename Referral Relationships Non-Compete Agreements Years Annual Amount Years Annual Amount Years Annual Amount 2016 83 2016 1,234 2016 485 2017 84 2017 1,234 2017 441 2018 83 2018 1,188 2018 384 2019 80 2019 1,099 2019 312 2020 1,099 2020 99 2021 1,099 2021 49 2022 1,050 2023 942 2024 824 2025 716 2026 255 2027 107 2028 19 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 9. Accrued Expenses Accrued expenses as of December 31, 2015 and 2014 consisted of the following (in thousands): December 31, 2015 December 31, 2014 Salaries and related costs $ 9,414 $ 15,400 Group health insurance claims 2,276 2,116 Credit balances and overpayments due to patients and payors 1,472 1,834 Other 3,434 3,489 Total $ 16,596 $ 22,839 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable [Abstract] | |
Notes Payable | 10. Notes Payable Notes payable as of December 31, 2015 and 2014 consisted of the following (dollars in thousands): December 31, 2015 December 31, 2014 Credit Agreement average effective interest rate of 2.5% inclusive of unused fee $ 44,000 $ 34,500 Various notes payable with $775 plus accrued interest due in the next year interest accrues in the range of 3.25% through 3.5% per annum 5,110 1,117 49,110 35,617 Less current portion (775 ) (883 ) Long term portion $ 48,335 $ 34,734 Effective December 5, 2013, we 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. This agreement was amended in August 2015 and January 2016 (hereafter referred to as “Amended Credit Agreement”). The Amended 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 Amended Credit Agreement may be used for working capital, acquisitions, purchases of the Company’s common stock, dividend payments to the Company’s common stockholders, 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 Amended 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 Amended Credit Agreement. Effective January 11, 2016, the Company entered into an amendment to the Credit Agreement to increase the cash and noncash consideration that the Company could pay with respect to acquisitions permitted under the Amended Credit Agreement to $50,000,000 for any fiscal year from $25,000,000 and increased the amount the Company may pay in cash dividends to its shareholders in an aggregate amount not to exceed $10,000,000 in any fiscal year from $7,500,000. On December 31, 2015, $44.0 million was outstanding on the Credit Agreement resulting in $81.0 million of availability. As of December 31, 2015, the Company was in compliance with all of the covenants thereunder. The Company generally enters into various notes payable as a means of financing a portion of its acquisitions and purchases of non-controlling interests. In conjunction with the acquisitions in 2015 and the purchases of a non-controlling interest, the Company entered into notes payable in the aggregate amount of $4.9 million of which an aggregate principal payment of $575,000 in due in 2016; $525,000 in 2017; $1.9 million in 2018; and $1.9 million in 2019. Interest accrues in the range of 3.25% to 3.5% per annum and is payable with each principal installment. In conjunction with the 13 clinic-practice acquisition in 2014 and the purchase of a non-controlling interest, the Company entered into notes payable in the aggregate amount of $0.5 million, each note payable in two equal annual installments totaling $233,000 plus any accrued and unpaid interest. Interest accrues at 3.25% per annum, subjective to adjustment. 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 equal annual installments totaling $650,000 plus any accrued and unpaid interest. Interest accrues at 3.25% per annum, subjective to adjustment. Aggregate annual payments of principal required pursuant to the Credit Agreement and the above notes payable subsequent to December 31, 2015 are as follows (in thousands): December 31, 2015 During the twelve months ended December 30, 2016 $ 775 During the twelve months ended December 30, 2017 559 During the twelve months ended December 30, 2018 45,930 During the twelve months ended December 30, 2019 1,846 $ 49,110 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 11. Income Taxes Significant components of deferred tax assets included in the consolidated balance sheets at December 31, 2015 and 2014 were as follows (in thousands): December 31, 2015 December 31, 2014 Deferred tax assets: Compensation $ 1,830 $ 1,447 Allowance for doubtful accounts 472 538 Lease obligations - closed clinics 50 32 Deferred tax assets $ 2,352 $ 2,017 Deferred tax liabilities: Depreciation and amortization $ (8,989 ) $ (8,843 ) Other (1,718 ) (1,083 ) Deferred tax liabilities (10,707 ) (9,926 ) Net deferred tax liabilities $ (8,355 ) $ (7,909 ) Amount included in: Other current assets $ — $ 86 Deferred taxes and other long-term liabilities $ (8,355 ) $ (7,995 ) During 2015 and 2014, the Company recorded deferred tax assets of $3.5 million and $1.0 million, respectively, related to acquisitions of non-controlling interests. During 2015, the Company recorded an adjustment to the deferred tax assets of $3.0 million related to acquisitions of non-controlling interests in 2014 based on a detailed reconciliation of its federal and state taxes payable and receivable accounts along with its federal and state deferred tax asset and liability accounts. The offset to this adjustment was a reduction in the previously reported tax receivable of approximately $1.8 million and a credit to additional-paid-in-capital of $1.2 million. At December 31, 2015 and 2014, the Company had a tax receivable of $3.4 million and $4.3 million (prior to adjustment of $3.0 million), respectively, included in other current assets on the accompanying consolidated balance sheets. The differences between the federal tax rate and the Company’s effective tax rate for results of continuing operations for the years ended December 31, 2015, 2014 and 2013 were as follows (in thousands): December 31, 2015 December 31, 2014 December 31, 2013 U.S. tax at statutory rate $ 12,926 35.0 % $ 12,294 35.0 % $ 10,415 35.0 % State income taxes, net of federal benefit 1,408 3.8 % 1,688 4.8 % 1,814 6.1 % Deductible losses — 0.0 % — 0.0 % (98 ) -0.3 % Non-deductible expenses 319 0.9 % 292 0.8 % 105 0.3 % $ 14,653 39.7 % $ 14,274 40.6 % $ 12,236 41.1 % Significant components of the provision for income taxes for continuing operations for the years ended December 31, 2015, 2014 and 2013 were as follows (in thousands): December 31, 2015 December 31, 2014 December 31, 2013 Current: Federal $ 6,460 $ 7,059 $ 8,445 State 1,192 940 1,422 Total current 7,652 7,999 9,867 Deferred: Federal 6,237 5,266 1,970 State 764 1,009 399 Total deferred 7,001 6,275 2,369 Total income tax provision for continuing operations $ 14,653 $ 14,274 $ 12,236 For 2015, 2014 and 2013, the Company performed a detailed reconciliation of its federal and state taxes payable and receivable accounts along with its federal and state deferred tax asset and liability accounts. As a result of this detailed analysis, the Company recorded an increase in the income tax provision of $147,000, $223,000 and $393,000 for 2015, 2014, and 2013, respectively. The Company considers this reconciliation process to be an annual control. The Company is required to establish a valuation allowance for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income in the periods which the deferred tax assets are deductible, management believes that a valuation allowance is not required, as it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets. The Company’s U.S. federal returns remain open to examination for 2012 through 2014 and U.S. state jurisdictions are open for periods ranging from 2011 through 2014. The Company does not believe that it has any significant uncertain tax positions at December 31, 2015, nor is this expected to change within the next twelve months due to the settlement and expiration of statutes of limitation. The Company did not have any accrued interest or penalties associated with any unrecognized tax benefits nor was any interest expense recognized during the years ended December 31, 2015, 2014 and 2013. |
Equity Based Plans
Equity Based Plans | 12 Months Ended |
Dec. 31, 2015 | |
Equity Based Plans [Abstract] | |
Equity Based Plans | 12. Equity Based Plans The Company has the following equity based plans with outstanding equity grants: The Amended and Restated 1999 Employee Stock Option Plan (the “Amended 1999 Plan”) permits the Company to grant to non-employee directors and employees of the Company up to 600,000 non-qualified options to purchase shares of common stock and restricted stock (subject to proportionate adjustments in the event of stock dividends, splits, and similar corporate transactions). The exercise prices of options granted under the Amended 1999 Plan are determined by the Compensation Committee. The period within which each option will be exercisable is determined by the Compensation Committee. The Amended 1999 Plan was approved by the shareholders of the Company at the 2008 Shareholders Meeting on May 20, 2008. The Amended and Restated 2003 Stock Option Plan (the “Amended 2003 Plan”) permits the Company to grant to key employees and outside directors of the Company incentive and non-qualified options and shares of restricted stock covering up to 1,750,000 shares of common stock (subject to proportionate adjustments in the event of stock dividends, splits, and similar corporate transactions). The material terms of the Amended 2003 Plan was reapproved by the shareholders of the Company at the 2015 Shareholders Meeting on May 19, 2015. A cumulative summary of equity plans as of December 31, 2015 follows: Authorized Restricted Stock Issued Outstanding Stock Options Stock Options Exercised Stock Options Exercisable Shares Available for Grant Equity Plans Amended 1999 Plan 600,000 377,552 — 139,791 — 82,657 Amended 2003 Plan 1,750,000 705,382 — 778,300 — 266,318 2,350,000 1,082,934 — 918,091 — 348,975 During 2015, 2014 and 2013, the Company granted the following shares (net of those shares cancelled in their respective grant year due to employee terminations prior to restrictions lapsing) of restricted stock to directors, officers and employees pursuant to its equity plans as follows: Year Granted Number of Shares Weighted Average Fair Value Per Share 2013 174,938 $ 23.52 2014 159,443 $ 33.29 2015 147,928 $ 41.66 Generally, restrictions on the stock granted to employees lapse in equal annual installments on the following four or five anniversaries of the date of grant. For those shares granted to directors, the restrictions will lapse in equal quarterly installments during the first year after the date of grant. For those granted to executive officers, the restriction will lapse in equal quarterly installments during the four years following the date of grant. As of December 31, 2015, there were 265,718 shares outstanding for which restrictions had not lapsed. The restrictions will lapse in 2016 through 2019. Compensation expense for grants of restricted stock is recognized based on the fair value on the date of grant. Compensation expense for restricted stock grants was $4,491,000, $3,363,000 and $2,743,000, respectively, for 2015, 2014 and 2013. As of December 31, 2015, the remaining $6.8 million of compensation expense will be recognized from 2016 through 2019. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Preferred Stock [Abstract] | |
Preferred Stock | 13. Preferred Stock The Board is empowered, without approval of the shareholders, to cause shares of preferred stock to be issued in one or more series and to establish the number of shares to be included in each such series and the rights, powers, preferences and limitations of each series. There are no provisions in the Company’s Articles of Incorporation specifying the vote required by the holders of preferred stock to take action. All such provisions would be set out in the designation of any series of preferred stock established by the Board. The bylaws of the Company specify that, when a quorum is present at any meeting, the vote of the holders of at least a majority of the outstanding shares entitled to vote who are present, in person or by proxy, shall decide any question brought before the meeting, unless a different vote is required by law or the Company’s Articles of Incorporation. Because the Board has the power to establish the preferences and rights of each series, it may afford the holders of any series of preferred stock, preferences, powers, and rights, voting or otherwise, senior to the right of holders of common stock. The issuance of the preferred stock could have the effect of delaying or preventing a change in control of the Company. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Common Stock [Abstract] | |
Common Stock | 14. 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 (the “March 2009 Authorization”). In connection with the March 2009 Authorization, the Company amended its prior 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 an additional estimated 279,433 shares (based on a closing price of $53.68 on December 31, 2015) 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 2015 or 2014. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2015 | |
Defined Contribution Plan [Abstract] | |
Defined Contribution Plan | 15. Defined Contribution Plan The Company has several 401(k) profit sharing plans covering all employees with three months of service. For certain plans, the Company makes matching contributions. The Company may also make discretionary contributions of up to 50% of employee contributions. The Company did not make any discretionary contributions for the years ended December 31, 2015, 2014 and 2013. The Company matching contributions totaled $0.9 million, $0.7 million and $0.5 million, respectively, for the years ended December 31, 2015, 2014 and 2013. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies Operating Leases The Company has entered into operating leases for its executive offices and clinic facilities. In connection with these agreements, the Company incurred rent expense of $28.3 million, $25.6 million and $22.0 million for the years ended December 31, 2015, 2014 and 2013, respectively. Several of the leases provide for an annual increase in the rental payment based upon the Consumer Price Index. The majority of the leases provide for renewal periods ranging from one to five years. The agreements to extend the leases specify that rental rates would be adjusted to market rates as of each renewal date. The future minimum operating lease commitments for each of the next five years and thereafter and in the aggregate as of December 31, 2015 are as follows (in thousands): December 31, 2015 2016 $ 26,799 2017 20,896 2018 14,872 2019 9,216 2020 9,329 Thereafter 3,117 Total $ 84,229 Employment Agreements At December 31, 2015, the Company had outstanding employment agreements with three of its executive officers. These agreements, which presently expire on December 31, 2018, provide for automatic two year renewals at the conclusion of each expiring term or renewal term. All of the agreements contain a provision for annual adjustment of salaries. In addition, the Company has outstanding employment agreements with most of the managing physical therapist partners of the Company’s physical therapy clinics and with certain other clinic employees which obligate subsidiaries of the Company to pay compensation of $25.7 million in 2016 and $13.3 million in the aggregate from 2017 through 2020. In addition, most of the employment agreements with the managing physical therapists provide for monthly bonus payments calculated as a percentage of each clinic’s net revenues (not in excess of operating profits) or operating profits. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 17. Earnings Per Share The computations of basic and diluted earnings per share for the years ended December 31, 2015, 2014 and 2013 are as follows (in thousands, except per share data): Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Earnings per share attributable to common shareholders: Prior to revaluation of redeemable non-controlling interests, net of tax $ 22,279 $ 20,853 $ 17,492 Charges to additional-paid-in-capital - revaluation of non-controlling interests, net of tax (314 ) (1,086 ) — From continuing operations, net of tax 21,965 19,767 17,492 From discontinued operations, net of tax — — (4,769 ) $ 21,965 $ 19,767 $ 12,723 Basic earnings per share attributable to common shareholders: Prior to revaluation of redeemable non-controlling interests, net of tax $ 1.80 $ 1.71 $ 1.45 Charges to additional-paid-in-capital - revaluation of non-controlling interests, net of tax (0.03 ) (0.09 ) — From continuing operations, net of tax 1.77 1.62 1.45 From discontinued operations, net of tax — — (0.40 ) Basic $ 1.77 $ 1.62 $ 1.05 Diluted earnings per share attributable to common shareholders: Prior to revaluation of redeemable non-controlling interests, net of tax $ 1.80 $ 1.71 $ 1.45 Charges to additional-paid-in-capital - revaluation of non-controlling interests, net of tax (0.03 ) (0.09 ) — From continuing operations, net of tax 1.77 1.62 1.45 From discontinued operations, net of tax — — (0.40 ) Diluted $ 1.77 $ 1.62 $ 1.05 Shares used in computation: Basic earnings per share - weighted-average shares 12,392 12,217 12,063 Effect of dilutive securities - stock options — 4 19 Denominator for diluted earnings per share - adjusted weighted-average shares 12,392 12,221 12,082 All options to purchase shares for the year ended December 31, 2015, 2014 and 2013 were included in the diluted earnings per share calculation as the average market price for those years exceeded the options’ exercise price. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Data (Unaudited) [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | 18. Selected Quarterly Financial Data (Unaudited) 2015 Q1 2015 Q2 2015 Q3 2015 Q4 Net patient revenues $ 75,807 $ 81,451 $ 82,154 $ 84,881 Net revenues $ 77,241 $ 83,288 $ 84,049 $ 86,724 Operating income $ 9,185 $ 13,549 $ 11,949 $ 12,611 Net income including non-controlling interests $ 6,151 $ 9,117 $ 8,064 $ 8,359 Net income attributable to common shareholders $ 4,166 $ 6,304 $ 5,818 $ 5,991 Basic earnings per share attributable to common shareholders: Prior to revaluation of redeemable non-controlling interests, net of tax $ 0.34 $ 0.51 $ 0.47 $ 0.48 Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax — (0.03 ) — — $ 0.34 $ 0.48 $ 0.47 $ 0.48 Diluted earnings per share attributable to common shareholders: Prior to revaluation of redeemable non-controlling interests, net of tax $ 0.34 $ 0.51 $ 0.47 $ 0.48 Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax — (0.03 ) — — $ 0.34 $ 0.48 $ 0.47 $ 0.48 Shares used in computation: Basic 12,313 12,409 12,421 12,421 Diluted 12,313 12,409 12,421 12,421 2014 Q1 2014 Q2 2014 Q3 2014 Q4 Net patient revenues $ 68,397 $ 76,470 $ 76,184 $ 77,958 Net revenues $ 69,767 $ 78,201 $ 77,716 $ 79,390 Operating income $ 9,514 $ 14,221 $ 11,278 $ 10,755 Net income including non-controlling interests $ 6,323 $ 9,420 $ 7,418 $ 7,263 Net income attributable to common shareholders $ 4,228 $ 6,432 $ 5,216 $ 4,977 Basic earnings per share attributable to common shareholders: Prior to revaluation of redeemable non-controlling interests, net of tax $ 0.35 $ 0.53 $ 0.43 $ 0.41 Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax (0.08 ) (0.01 ) — — $ 0.27 $ 0.52 $ 0.43 $ 0.41 Diluted earnings per share attributable to common shareholders: Prior to revaluation of redeemable non-controlling interests, net of tax $ 0.35 $ 0.53 $ 0.43 $ 0.41 Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax (0.08 ) (0.01 ) — — $ 0.27 $ 0.52 $ 0.43 $ 0.41 Shares used in computation: Basic 12,129 12,224 12,244 12,267 Diluted 12,144 12,226 12,247 12,271 |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2015 | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES COL. A COL B COL C COL D COL E Additions Description Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period (Amounts in Thousands) YEAR ENDED DECEMBER 31, 2015: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts(1) $ 1,867 $ 4,170 — $ 4,395(2 ) $ 1,642 YEAR ENDED DECEMBER 31, 2014: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts $ 1,628 $ 4,112 — $ 3,873(2 ) $ 1,867 YEAR ENDED DECEMBER 31, 2013: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts $ 2,109 $ 4,370 — $ 4,851(2 ) $ 1,628 (1) Related to patient accounts receivable and accounts receivable—other. (2) Uncollectible accounts written off, net of recoveries. * All other schedules are omitted because of the absence of conditions under which they are required or because the required information is shown in the financial statements or notes thereto. |
Significant Accounting Polici27
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Significant Accounting Policies [Abstract] | |
Cash Equivalents | Cash Equivalents The Company maintains its cash and cash equivalents at financial institutions. The combined account balances at several institutions typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. Management believes that this risk is not significant. |
Long-Lived Assets | Long-Lived Assets Fixed assets are stated at cost. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets. Estimated useful lives for furniture and equipment range from three to eight years and for software purchased from three to seven years. Leasehold improvements are amortized over the shorter of the related lease term or estimated useful lives of the assets, which is generally three to five years. |
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of | Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of The Company reviews property and equipment and intangible assets with finite lives for impairment upon the occurrence of certain events or circumstances that indicate the related amounts may be impaired. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Goodwill | Goodwill Goodwill represents the excess of the amount paid and fair value of the non-controlling interests over the fair value of the acquired business assets, which include certain identifiable 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 is recognized as an adjustment to additional paid-in capital. The fair value of goodwill and other identifiable 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 the Company’s reporting units when performing its annual goodwill impairment test. In 2015, 2014 and 2013, there were six regions. An impairment loss generally would be recognized when the carrying amount of the net assets of a reporting unit, inclusive of goodwill and other identifiable intangible assets, exceeds the estimated fair value of the reporting unit. The estimated fair value of a reporting unit is determined using two factors: (i) earnings prior to taxes, depreciation and amortization for the reporting unit multiplied by a price/earnings ratio used in the industry and (ii) a discounted cash flow analysis. A weight is assigned to each factor and the sum of each weight times the factor is considered the estimated fair value. For 2015, the factors (i.e., price/earnings ratio, discount rate and residual capitalization rate) were updated to reflect current market conditions. The evaluation of goodwill in 2015, 2014 and 2013 did not result in any goodwill amounts that were deemed impaired. The Company has not identified any triggering events occurring after the testing date that would impact the impairment testing results obtained. Factors which could result in future impairment charges include but are not limited to: • changes as the result of government enacted national healthcare reform; • changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification or enrollment status; • revenue we receive from Medicare and Medicaid being subject to potential retroactive reduction; • business and regulatory conditions including federal and state regulation; • governmental and other third party payor inspections, reviews, investigations and audits; • compliance with federal and state laws and regulations relating to the privacy of individually identifiable patient information and associated fines and penalties for failure to comply; • possible legal actions, which could subject us to increased operating costs and uninsured liabilities; • changes in reimbursement rates or payment methods from third party payors including government agencies and deductibles and co-pays owed by patients; • revenue and earnings expectations; • general economic conditions; • availability and cost of qualified physical and occupational therapists; • personnel productivity and retaining key personnel; • competitive, economic or reimbursement conditions in our markets which may require us to reorganize or close certain operations and thereby incur losses and/or closure costs including the possible write-down or write-off of goodwill and other intangible assets; • acquisitions, purchases of non-controlling interests (minority interests) and the successful integration of the operations of the acquired business; • maintaining adequate internal controls; • maintaining necessary insurance coverage; • availability, terms, and use of capital; and • weather and other seasonal factors. The Company will continue to monitor for any triggering events or other indicators of impairment. |
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 statements of net income. 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 equity investment on the deconsolidation date. When the purchase price of a non-controlling interest by the Company exceeds the book value at the time of purchase, any excess or shortfall 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 outside owners that have certain redemption rights that are currently exercisable, and that, if exercised, require that the Company purchases the non-controlling interest of the particular limited partner. At December 31, 2015, the redeemable non-controlling interests reflect the book value of the non-controlling interests for those not deemed probable that the limited partner will assert the redemption rights and the fair value of the non-controlling interest for those deemed probable. The redeemable non-controlling interests was 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 statements of net income. Although, the adjustments are not reflected in the statements of net income, current accounting rules require that the Company reflects the charge in the earning 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, taxes, depreciation and amortization. |
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 statements of net income. Patient 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 have historically been subject to an automatic annual update 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 September 30, 2015, Centers for Medicare & Medicaid Services (“CMS”) or Congress has taken action to prevent the implementation of SGR formula reductions. On April 16, 2015, the Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”) was signed into law, eliminating the SGR formula and the associated annual automatic rate reductions. For services provided between January 1, 2015 and June 30, 2015 a 0% payment update was applied to the Medicare physician fee schedule payment rates; for services provided between July 1, 2015 and December 31, 2015 a 0.5% increase was applied to the fee schedule payment rates; for services provided in 2016 a 0.3% decrease is being applied to the fee schedule payment rates, and for 2017 through 2019, a 0.5% increase will be applied each year to the fee schedule payment rates, unless further adjusted by CMS. In addition, the MACRA promotes the development of new payment models that focus on quality and outcomes. 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. For 2015, the annual Limit on outpatient therapy services was $1,940 for Physical and Speech Language Pathology Services combined and $1,940 for Occupational Therapy Services. For 2016, the annual Limit on outpatient therapy services is $1,960 for Physical and Speech Language Pathology Services combined and $1,960 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 Therapy Caps to services furnished in hospital outpatient department settings. The application of these annual limits to hospital outpatient department settings will sunset on December 31, 2017 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. 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 extended the exceptions process for outpatient therapy caps through March 31, 2015. The MACRA further extended the exceptions process for outpatient therapy caps through December 31, 2017. Unless Congress extends the exceptions process further, the therapy caps will apply to all outpatient therapy services beginning January 1, 2018, 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 MACRA directed CMS to modify the manual medical review process such that those reviews will no longer apply to all claims exceeding the $3,700 threshold and instead will be determined on a targeted basis based on a variety of factors that CMS considers appropriate. The new factors have applied to exception requests for which CMS did not conduct a medical review by July 15, 2015. CMS adopted a multiple procedure payment reduction (“MPPR”) for therapy services in the final update to the MPFS for calendar year 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. Since 2013, the practice expense component for the second and subsequent therapy service furnished during the same day for the same patient was reduced by 50%. In addition, the 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 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: 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 certified rehabilitation agencies cannot participate because the Medicare claims processing systems currently cannot accommodate institutional providers such as certified rehabilitation 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 and 2017. 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 December 31, 2015. 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. For 2015, net revenue from Medicare accounts for $73.2 million. 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 by both insurance companies and government sponsored healthcare programs for such services. 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 the Company 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 system does 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, historically the difference between net revenues and corresponding cash collections has generally reflected a difference within approximately 1% of net revenues. Additionally, analysis of subsequent period’s contractual write-offs on a payor basis reflects a difference within approximately 1% 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 December 31, 2015. |
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 bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which 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 did not have any accrued interest or penalties associated with any unrecognized tax benefits nor was any interest expense recognized during the twelve months ended December 31, 2015 and 2014. The Company will book any interest or penalties, if required, in interest and/or other income/expense as appropriate. 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. The impact of these changes were not material to the Company's consolidated financial statements. |
Fair Values of Financial Instruments | Fair Values of Financial Instruments The carrying amounts reported in the balance sheets 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 under the Amended Credit Agreement (as defined in Note 10) approximates its fair value. The interest rate on the Credit Agreement, which is tied to the Eurodollar Rate, is set at various short-term intervals, as detailed in the Credit Agreement. |
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, 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 December 31, 2015. |
Restricted Stock | Restricted Stock Restricted stock issued to employees and directors is subject to continued employment or continued service on the board, respectively. Generally, restrictions on the stock granted to employees lapse in equal annual installments on the following four anniversaries of the date of grant. For those shares granted to directors, the restrictions will lapse in equal quarterly installments during the first year after the date of grant. For those granted to executive officers, the restriction will lapse in equal quarterly installments during the four years following 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 vesting period. The restricted stock issued is included in basic and diluted shares for the earnings per share computation. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In April 2014, the Financial Accounting Standards Board (“FASB”) issued changes to reporting discontinued operations and disclosures of disposals of components of an entity. These changes require a disposal of a component to meet a higher threshold in order to be reported as a discontinued operation in an entity’s financial statements. The threshold is defined as a strategic shift that has, or will have, a major effect on an entity’s operations and financial results such as a disposal of a major geographical area or a major line of business. Additionally, the following two criteria have been removed from consideration of whether a component meets the requirements for discontinued operations presentation: (i) the operations and cash flows of a disposal component have been or will be eliminated from the ongoing operations of an entity as a result of the disposal transaction, and (ii) an entity will not have any significant continuing involvement in the operations of the disposal component after the disposal transaction. Furthermore, equity method investments now may qualify for discontinued operations presentation. These changes also require expanded disclosures for all disposals of components of an entity, whether or not the threshold for reporting as a discontinued operation is met, related to profit or loss information and/or asset and liability information of the component. These changes became effective for the Company on January 1, 2015. The adoption of these changes did not have an immediate impact on the Consolidated Financial Statements. In November 2015, the FASB issued changes to the balance sheet classification of deferred taxes, which the Company early adopted, on a prospective basis in 2015. These changes simplify the presentation of deferred income taxes by requiring all deferred income tax assets and liabilities to be classified as noncurrent in a classified balance sheet. The current requirement that deferred tax assets and liabilities of a tax-paying component of an entity be offset and presented as a single amount is not affected by these changes. As such, all deferred income tax liabilities were classified in Other long-term liabilities line item on the December 31, 2015 Consolidated Balance Sheet. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance In September 2015, the FASB issued changes to the accounting for measurement-period adjustments related to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill during the measurement period, as well as revise comparative information for prior periods presented within financial statements as needed, including revising income effects, such as depreciation and amortization, as a result of changes made to the balance sheet amounts of the acquiree. Such adjustments are required when new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts initially recognized or would have resulted in the recognition of additional assets or liabilities. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). The changes eliminate the requirement to make such retrospective adjustments, and, instead require the acquiring entity to record these adjustments in the reporting period they are determined. Additionally, the changes require the acquiring entity to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period income by line item that would have been recorded in previous reporting periods if the adjustment to the balance sheet amounts had been recognized as of the acquisition date. These changes become effective for the Company on January 1, 2016; however, early adoption is permitted. The Company is currently evaluating the standard to determine the impact it will have on its consolidated financial statements. |
Subsequent Event | Subsequent Event The Company has evaluated events occurring after the balance sheet date for possible disclosure as a subsequent event through the date that these consolidated financial statements were issued. No disclosure was required. |
Organization, Nature of Opera28
Organization, Nature of Operations and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Schedule of Multi Clinic Acquisition | During 2015, 2014 and 2013, the Company completed the following multi-clinic acquisitions of physical therapy practices: Acquisition Date % Interest Acquired Number of Clinics 2015 January 2015 Acquisition January 31 60 % 9 April 2015 Acquisition April 30 70 % 3 June 2015 Acquisition June 30 70 % 4 December 2015 Acquisition December 31 59 % 4 2014 April 2014 Acquisition April 30, 2014 70 % 13 August 2014 Acquisition August 1, 2014 100 % 3 2013 February 2013 Acquisition February 28, 2013 72 % 9 April 2013 Acquisition April 30, 2013 50 % 5 May 2013 Acquisition May 24, 2013 80 % 5 December 9, 2013 Acquisition December 9, 2013 60 % 12 December 13, 2013 Acquisition December 13, 2013 90 % 11 |
Acquisitions of Businesses (Tab
Acquisitions of Businesses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions of Businesses [Abstract] | |
Schedule of Multi Clinic Acquisition | During 2015, 2014 and 2013, the Company completed the following multi-clinic acquisitions of physical therapy practices: Acquisition Date % Interest Acquired Number of Clinics 2015 January 2015 Acquisition January 31 60 % 9 April 2015 Acquisition April 30 70 % 3 June 2015 Acquisition June 30 70 % 4 December 2015 Acquisition December 31 59 % 4 2014 April 2014 Acquisition April 30, 2014 70 % 13 August 2014 Acquisition August 1, 2014 100 % 3 2013 February 2013 Acquisition February 28, 2013 72 % 9 April 2013 Acquisition April 30, 2013 50 % 5 May 2013 Acquisition May 24, 2013 80 % 5 December 9, 2013 Acquisition December 9, 2013 60 % 12 December 13, 2013 Acquisition December 13, 2013 90 % 11 |
Schedule of Preliminary Purchase Prices Allocation | The purchase prices for the 2015 acquisitions have been preliminarily allocated as follows (in thousands): Cash paid, net of cash acquired $ 18,965 Seller notes 1,800 Total consideration $ 20,765 Estimated fair value of net tangible assets acquired: Total current assets $ 2,146 Total non-current assets 1,404 Total liabilities (1,036 ) Net tangible assets acquired $ 2,514 Referral relationships 3,069 Non-compete 731 Tradename 3,315 Goodwill 23,428 Fair value of non-controlling interest (12,292 ) $ 20,765 The purchase prices for the 2014 acquisitions have been allocated as follows: Cash paid, net of cash acquired $ 12,270 Seller notes 400 Total consideration $ 12,670 Estimated fair value of net tangible assets acquired: Total current assets $ 1,213 Total non-current assets 1,051 Total liabilities (406 ) Net tangible assets acquired $ 1,858 Referral relationships 280 Non-compete 330 Tradename 1,600 Goodwill 13,327 Fair value of non-controlling interest (4,725 ) $ 12,670 The purchase prices for the acquisitions in 2013 were 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 $ 3,177 Total non-current assets 1,541 Total liabilities (538 ) Net tangible assets acquired $ 4,180 Referral relationships 6,140 Non-compete 1,080 Tradename 3,700 Goodwill 43,369 Fair value of non-controlling interest (10,541 ) $ 47,928 |
Redeemable Non-Controlling In30
Redeemable Non-Controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Redeemable Non-Controlling Interest [Abstract] | |
Changes in Carrying Amount of Redeemable Non-Controlling Interest | The following table details the changes in the carrying amount of redeemable non-controlling interest: Year Ended December 31, 2015 Year Ended December 31, 2014 Beginning balance $ 7,376 $ 4,104 Operating results allocated to redeemable non-controlling interest partners 666 396 Distributions to redeemable non-controlling interest partners (909 ) (453 ) Reclass of non-controlling interests 2,681 6,375 Increase due to revaluation fair value of redeemable non-controlling interest 529 1,841 Payments for purchase of redeemable non-controlling interests (1,500 ) (4,887 ) Ending balance $ 8,843 $ 7,376 |
Divestiture of Business (Tables
Divestiture of Business (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Divestiture of Business [Abstract] | |
Schedule of Details of Losses Reported for Physician Services | The following table details the losses from discontinued operations reported for the physician services business (in thousands): Year Ended December 31, 2013 Net revenues $ 864 Operating cost 1,537 Gross margin (673 ) Direct general and administrative expenses less proceeds 1,176 Write off goodwill and other intangible assets 6,338 Loss from discontinued operations, before tax (8,187 ) Tax benefit (provision) 3,180 (Loss) income from discontinued operations $ (5,007 ) |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill as of December 31, 2015 and 2014 consisted of the following (in thousands): Year Ended December 31, 2015 Year Ended December 31, 2014 Beginning balance $ 147,914 $ 143,955 Goodwill acquired during the year 23,428 12,974 Goodwill allocated to specific assets for businesses acquired in 2013 — (9,760 ) Goodwill adjustments for purchase price allocation of businesses acquired 385 880 Goodwill written-off - closed clinics (180 ) (135 ) Ending balance $ 171,547 $ 147,914 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets, net [Abstract] | |
Intangible Assets, Net | Intangible assets, net as of December 31, 2015 and 2014 consisted of the following (in thousands): December 31, 2015 December 31, 2014 Tradenames, net of accumulated amortization of $170 and $86, respectively $ 17,660 $ 14,427 Referral relationships, net of accumulated amortization of $3,763 and $2,610, respectively 10,866 8,951 Non-compete agreements, net of accumulated amortization of $2,855 and $2,377, respectively 1,770 1,529 $ 30,296 $ 24,907 |
Amortization Expenses | The following table details the amount of amortization expense recorded for intangible assets for the years ended December 31, 2015, 2014 and 2013 (in thousands): Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Tradenames $ 84 $ 86 $ — Referral relationships 1,153 1,028 521 Non-compete agreements 478 427 372 $ 1,715 $ 1,541 $ 893 |
Amortization of Referral Relationships and Non Competition Agreements | The remaining balances of the tradename, referral relationships and non-compete agreements is expected to be amortized as follows (in thousands): Tradename Referral Relationships Non-Compete Agreements Years Annual Amount Years Annual Amount Years Annual Amount 2016 83 2016 1,234 2016 485 2017 84 2017 1,234 2017 441 2018 83 2018 1,188 2018 384 2019 80 2019 1,099 2019 312 2020 1,099 2020 99 2021 1,099 2021 49 2022 1,050 2023 942 2024 824 2025 716 2026 255 2027 107 2028 19 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses [Abstract] | |
Summary of Accrued Expenses | Accrued expenses as of December 31, 2015 and 2014 consisted of the following (in thousands): December 31, 2015 December 31, 2014 Salaries and related costs $ 9,414 $ 15,400 Group health insurance claims 2,276 2,116 Credit balances and overpayments due to patients and payors 1,472 1,834 Other 3,434 3,489 Total $ 16,596 $ 22,839 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable [Abstract] | |
Summary of Credit Agreement and Notes Payable | Notes payable as of December 31, 2015 and 2014 consisted of the following (dollars in thousands): December 31, 2015 December 31, 2014 Credit Agreement average effective interest rate of 2.5% inclusive of unused fee $ 44,000 $ 34,500 Various notes payable with $775 plus accrued interest due in the next year interest accrues in the range of 3.25% through 3.5% per annum 5,110 1,117 49,110 35,617 Less current portion (775 ) (883 ) Long term portion $ 48,335 $ 34,734 |
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 December 31, 2015 are as follows (in thousands): December 31, 2015 During the twelve months ended December 30, 2016 $ 775 During the twelve months ended December 30, 2017 559 During the twelve months ended December 30, 2018 45,930 During the twelve months ended December 30, 2019 1,846 $ 49,110 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Schedule of Components of Deferred Tax Assets Included in Consolidated Balance Sheets | Significant components of deferred tax assets included in the consolidated balance sheets at December 31, 2015 and 2014 were as follows (in thousands): December 31, 2015 December 31, 2014 Deferred tax assets: Compensation $ 1,830 $ 1,447 Allowance for doubtful accounts 472 538 Lease obligations - closed clinics 50 32 Deferred tax assets $ 2,352 $ 2,017 Deferred tax liabilities: Depreciation and amortization $ (8,989 ) $ (8,843 ) Other (1,718 ) (1,083 ) Deferred tax liabilities (10,707 ) (9,926 ) Net deferred tax liabilities $ (8,355 ) $ (7,909 ) Amount included in: Other current assets $ — $ 86 Deferred taxes and other long-term liabilities $ (8,355 ) $ (7,995 ) |
Schedule of Differences Between Federal Tax Rate and Company's Effective Tax Rate for Results of Continuing Operations | The differences between the federal tax rate and the Company’s effective tax rate for results of continuing operations for the years ended December 31, 2015, 2014 and 2013 were as follows (in thousands): December 31, 2015 December 31, 2014 December 31, 2013 U.S. tax at statutory rate $ 12,926 35.0 % $ 12,294 35.0 % $ 10,415 35.0 % State income taxes, net of federal benefit 1,408 3.8 % 1,688 4.8 % 1,814 6.1 % Deductible losses — 0.0 % — 0.0 % (98 ) -0.3 % Non-deductible expenses 319 0.9 % 292 0.8 % 105 0.3 % $ 14,653 39.7 % $ 14,274 40.6 % $ 12,236 41.1 % |
Schedule of Significant Components of Provision for Income Taxes for Continuing Operations | Significant components of the provision for income taxes for continuing operations for the years ended December 31, 2015, 2014 and 2013 were as follows (in thousands): December 31, 2015 December 31, 2014 December 31, 2013 Current: Federal $ 6,460 $ 7,059 $ 8,445 State 1,192 940 1,422 Total current 7,652 7,999 9,867 Deferred: Federal 6,237 5,266 1,970 State 764 1,009 399 Total deferred 7,001 6,275 2,369 Total income tax provision for continuing operations $ 14,653 $ 14,274 $ 12,236 |
Equity Based Plans (Tables)
Equity Based Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity Based Plans [Abstract] | |
Summary of Cumulative Summary of Equity Plans | A cumulative summary of equity plans as of December 31, 2015 follows: Authorized Restricted Stock Issued Outstanding Stock Options Stock Options Exercised Stock Options Exercisable Shares Available for Grant Equity Plans Amended 1999 Plan 600,000 377,552 — 139,791 — 82,657 Amended 2003 Plan 1,750,000 705,382 — 778,300 — 266,318 2,350,000 1,082,934 — 918,091 — 348,975 |
Summary of Restricted Stock Granted to Directors, Officers and Employees Pursuant to Its Equity Plans | During 2015, 2014 and 2013, the Company granted the following shares (net of those shares cancelled in their respective grant year due to employee terminations prior to restrictions lapsing) of restricted stock to directors, officers and employees pursuant to its equity plans as follows: Year Granted Number of Shares Weighted Average Fair Value Per Share 2013 174,938 $ 23.52 2014 159,443 $ 33.29 2015 147,928 $ 41.66 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Future Minimum Operating Lease Commitments | The future minimum operating lease commitments for each of the next five years and thereafter and in the aggregate as of December 31, 2015 are as follows (in thousands): December 31, 2015 2016 $ 26,799 2017 20,896 2018 14,872 2019 9,216 2020 9,329 Thereafter 3,117 Total $ 84,229 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Computations of Basic and Diluted Earnings Per Share | The computations of basic and diluted earnings per share for the years ended December 31, 2015, 2014 and 2013 are as follows (in thousands, except per share data): Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Earnings per share attributable to common shareholders: Prior to revaluation of redeemable non-controlling interests, net of tax $ 22,279 $ 20,853 $ 17,492 Charges to additional-paid-in-capital - revaluation of non-controlling interests, net of tax (314 ) (1,086 ) — From continuing operations, net of tax 21,965 19,767 17,492 From discontinued operations, net of tax — — (4,769 ) $ 21,965 $ 19,767 $ 12,723 Basic earnings per share attributable to common shareholders: Prior to revaluation of redeemable non-controlling interests, net of tax $ 1.80 $ 1.71 $ 1.45 Charges to additional-paid-in-capital - revaluation of non-controlling interests, net of tax (0.03 ) (0.09 ) — From continuing operations, net of tax 1.77 1.62 1.45 From discontinued operations, net of tax — — (0.40 ) Basic $ 1.77 $ 1.62 $ 1.05 Diluted earnings per share attributable to common shareholders: Prior to revaluation of redeemable non-controlling interests, net of tax $ 1.80 $ 1.71 $ 1.45 Charges to additional-paid-in-capital - revaluation of non-controlling interests, net of tax (0.03 ) (0.09 ) — From continuing operations, net of tax 1.77 1.62 1.45 From discontinued operations, net of tax — — (0.40 ) Diluted $ 1.77 $ 1.62 $ 1.05 Shares used in computation: Basic earnings per share - weighted-average shares 12,392 12,217 12,063 Effect of dilutive securities - stock options — 4 19 Denominator for diluted earnings per share - adjusted weighted-average shares 12,392 12,221 12,082 |
Selected Quarterly Financial 40
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Data (Unaudited) [Abstract] | |
Summary of Selected Quarterly Financial Data | 2015 Q1 2015 Q2 2015 Q3 2015 Q4 Net patient revenues $ 75,807 $ 81,451 $ 82,154 $ 84,881 Net revenues $ 77,241 $ 83,288 $ 84,049 $ 86,724 Operating income $ 9,185 $ 13,549 $ 11,949 $ 12,611 Net income including non-controlling interests $ 6,151 $ 9,117 $ 8,064 $ 8,359 Net income attributable to common shareholders $ 4,166 $ 6,304 $ 5,818 $ 5,991 Basic earnings per share attributable to common shareholders: Prior to revaluation of redeemable non-controlling interests, net of tax $ 0.34 $ 0.51 $ 0.47 $ 0.48 Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax — (0.03 ) — — $ 0.34 $ 0.48 $ 0.47 $ 0.48 Diluted earnings per share attributable to common shareholders: Prior to revaluation of redeemable non-controlling interests, net of tax $ 0.34 $ 0.51 $ 0.47 $ 0.48 Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax — (0.03 ) — — $ 0.34 $ 0.48 $ 0.47 $ 0.48 Shares used in computation: Basic 12,313 12,409 12,421 12,421 Diluted 12,313 12,409 12,421 12,421 2014 Q1 2014 Q2 2014 Q3 2014 Q4 Net patient revenues $ 68,397 $ 76,470 $ 76,184 $ 77,958 Net revenues $ 69,767 $ 78,201 $ 77,716 $ 79,390 Operating income $ 9,514 $ 14,221 $ 11,278 $ 10,755 Net income including non-controlling interests $ 6,323 $ 9,420 $ 7,418 $ 7,263 Net income attributable to common shareholders $ 4,228 $ 6,432 $ 5,216 $ 4,977 Basic earnings per share attributable to common shareholders: Prior to revaluation of redeemable non-controlling interests, net of tax $ 0.35 $ 0.53 $ 0.43 $ 0.41 Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax (0.08 ) (0.01 ) — — $ 0.27 $ 0.52 $ 0.43 $ 0.41 Diluted earnings per share attributable to common shareholders: Prior to revaluation of redeemable non-controlling interests, net of tax $ 0.35 $ 0.53 $ 0.43 $ 0.41 Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax (0.08 ) (0.01 ) — — $ 0.27 $ 0.52 $ 0.43 $ 0.41 Shares used in computation: Basic 12,129 12,224 12,244 12,267 Diluted 12,144 12,226 12,247 12,271 |
Organization, Nature of Opera41
Organization, Nature of Operations and Basis of Presentation (Details) | 12 Months Ended | ||
Dec. 31, 2015ClinicStateFacility | Dec. 31, 2014Clinic | Dec. 31, 2013Clinic | |
Organization, Nature of Operations and Basis of Presentation [Abstract] | |||
Number of clinics operated | 508 | ||
Number of states where clinics are operated | State | 42 | ||
Number of third party facilities | Facility | 21 | ||
Percentage of general partnership interest owned | 1.00% | ||
Minimum percentage of limited partnership interest owned | 49.00% | ||
Maximum percentage of limited partnership interest owned | 94.00% | ||
Percentage of interest acquired in a single clinic | 60.00% | ||
Number of clinic practices acquired | 4 | 3 |
Organization, Nature of Opera42
Organization, Nature of Operations and Basis of Presentation - Schedule of Multi Clinic Acquisition (Details) - Clinic | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
January 2015 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Jan. 31, 2015 | ||
Percentage of interest acquired | 60.00% | ||
Number of Clinics | 9 | ||
April 2015 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Apr. 30, 2015 | ||
Percentage of interest acquired | 70.00% | ||
Number of Clinics | 3 | ||
June 2015 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Jun. 30, 2015 | ||
Percentage of interest acquired | 70.00% | ||
Number of Clinics | 4 | ||
December 2015 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Dec. 31, 2015 | ||
Percentage of interest acquired | 59.00% | ||
Number of Clinics | 4 | ||
April 2014 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Apr. 30, 2014 | Apr. 30, 2014 | |
Percentage of interest acquired | 70.00% | ||
Number of Clinics | 13 | 13 | |
August 2014 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Aug. 1, 2014 | Aug. 1, 2014 | |
Percentage of interest acquired | 100.00% | ||
Number of Clinics | 3 | 3 | |
February 2013 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Feb. 28, 2013 | Feb. 28, 2013 | |
Percentage of interest acquired | 72.00% | ||
Number of Clinics | 9 | 9 | |
April 2013 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Apr. 30, 2013 | Apr. 30, 2013 | |
Percentage of interest acquired | 50.00% | ||
Number of Clinics | 5 | 5 | |
May 2013 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | May 24, 2013 | May 24, 2013 | |
Percentage of interest acquired | 80.00% | ||
Number of Clinics | 5 | 5 | |
December 9, 2013 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Dec. 9, 2013 | Dec. 9, 2013 | |
Percentage of interest acquired | 60.00% | ||
Number of Clinics | 12 | 12 | |
December 13, 2013 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Dec. 13, 2013 | Dec. 13, 2013 | |
Percentage of interest acquired | 90.00% | ||
Number of Clinics | 11 | 11 |
Significant Accounting Polici43
Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)SegmentRegion | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Depreciation Amortization Impairment [Line Items] | |||
Number of business segments | Segment | 1 | ||
Number of regions | Region | 6 | ||
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% | ||
Combined physical therapy/speech language pathology expenses | $ 3,700 | ||
Percentage of practice expense component | 100.00% | ||
Net revenue from Medicare accounts | $ 73,200,000 | ||
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 | $ 0 |
Interest expense recognized | $ 0 | $ 0 | |
Year 2016 [Member] | |||
Depreciation Amortization Impairment [Line Items] | |||
Percentage of medicare payment | (0.30%) | ||
Expected reduction in Medicare spending percentage | 2.00% | ||
Year 2017 [Member] | |||
Depreciation Amortization Impairment [Line Items] | |||
Expected reduction in Medicare spending percentage | 2.00% | ||
January 1, 2015 through June 30, 2015 [Member] | |||
Depreciation Amortization Impairment [Line Items] | |||
Percentage of medicare payment | 0.00% | ||
July 1, 2015 through December 31, 2015 [Member] | |||
Depreciation Amortization Impairment [Line Items] | |||
Percentage of medicare payment | 0.50% | ||
From 2017 through 2019 [Member] | |||
Depreciation Amortization Impairment [Line Items] | |||
Percentage of medicare payment | 0.50% | ||
Minimum [Member] | Furniture & Equipment [Member] | |||
Depreciation Amortization Impairment [Line Items] | |||
Estimated useful lives | 3 years | ||
Minimum [Member] | Computer Software, Intangible Asset [Member] | |||
Depreciation Amortization Impairment [Line Items] | |||
Estimated useful lives | 3 years | ||
Minimum [Member] | Leasehold Improvements [Member] | |||
Depreciation Amortization Impairment [Line Items] | |||
Estimated useful lives | 3 years | ||
Maximum [Member] | |||
Depreciation Amortization Impairment [Line Items] | |||
Annual limit on physical therapy and speech language pathology services | $ 1,940 | ||
Annual limit occupational therapy services | 1,940 | ||
Maximum [Member] | Year 2016 [Member] | |||
Depreciation Amortization Impairment [Line Items] | |||
Annual limit on physical therapy and speech language pathology services | 1,960 | ||
Annual limit occupational therapy services | $ 1,960 | ||
Maximum [Member] | Furniture & Equipment [Member] | |||
Depreciation Amortization Impairment [Line Items] | |||
Estimated useful lives | 8 years | ||
Maximum [Member] | Computer Software, Intangible Asset [Member] | |||
Depreciation Amortization Impairment [Line Items] | |||
Estimated useful lives | 7 years | ||
Maximum [Member] | Leasehold Improvements [Member] | |||
Depreciation Amortization Impairment [Line Items] | |||
Estimated useful lives | 5 years |
Acquisitions of Businesses (Det
Acquisitions of Businesses (Details) | Dec. 31, 2015USD ($)Installment | Aug. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Apr. 30, 2015USD ($)Installment | Jan. 31, 2015USD ($)Installment | Aug. 31, 2014USD ($) | Apr. 30, 2014USD ($)Installment | Dec. 13, 2013USD ($)Installment | Dec. 09, 2013USD ($) | May. 31, 2013USD ($)Installment | Apr. 30, 2013USD ($)Installment | Feb. 18, 2013USD ($)Installment | Dec. 31, 2015USD ($)Clinic | Dec. 31, 2014USD ($)Clinic | Dec. 31, 2013USD ($)Clinic |
Business Acquisition [Line Items] | |||||||||||||||
Seller notes issued for acquisition of interest in clinic | $ 1,800,000 | $ 1,800,000 | $ 400,000 | $ 1,300,000 | |||||||||||
Cash paid, net of cash acquired | 18,965,000 | 12,270,000 | 46,628,000 | ||||||||||||
Seller notes | 1,800,000 | 1,800,000 | 400,000 | 1,300,000 | |||||||||||
Total consideration | 20,765,000 | 20,765,000 | 12,670,000 | 47,928,000 | |||||||||||
Estimated fair value of net tangible assets acquired: [Abstract] | |||||||||||||||
Total current assets | 2,146,000 | 2,146,000 | 1,213,000 | 3,177,000 | |||||||||||
Total non-current assets | 1,404,000 | 1,404,000 | 1,051,000 | 1,541,000 | |||||||||||
Total liabilities | (1,036,000) | (1,036,000) | (406,000) | (538,000) | |||||||||||
Net tangible assets acquired | 2,514,000 | 2,514,000 | 1,858,000 | 4,180,000 | |||||||||||
Referral relationships | 3,069,000 | 3,069,000 | 280,000 | 6,140,000 | |||||||||||
Non-compete | 731,000 | 731,000 | 330,000 | 1,080,000 | |||||||||||
Tradename | 3,315,000 | 3,315,000 | 1,600,000 | 3,700,000 | |||||||||||
Goodwill | 23,428,000 | 23,428,000 | 13,327,000 | 43,369,000 | |||||||||||
Fair value of noncontrolling interest | (12,292,000) | (12,292,000) | (4,725,000) | (10,541,000) | |||||||||||
Total consideration | $ 20,765,000 | $ 20,765,000 | $ 12,670,000 | $ 47,928,000 | |||||||||||
Minimum [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of interest acquired | 5.00% | 5.00% | 1.00% | ||||||||||||
Maximum [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of interest acquired | 35.00% | 35.00% | 35.00% | ||||||||||||
Referral Relationships [Member] | Minimum [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Estimated useful lives of acquired intangibles | 4 years 6 months | ||||||||||||||
Referral Relationships [Member] | Maximum [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Estimated useful lives of acquired intangibles | 13 years | ||||||||||||||
Non-compete Agreements [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Estimated useful lives of acquired intangibles | 6 years | ||||||||||||||
Tradenames [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Estimated useful lives of acquired intangibles | 6 years | ||||||||||||||
January 2015 Acquisition [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | Jan. 31, 2015 | ||||||||||||||
Percentage of interest acquired | 60.00% | 60.00% | |||||||||||||
Number of Clinics | Clinic | 9 | ||||||||||||||
April 2015 Acquisition [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | Apr. 30, 2015 | ||||||||||||||
Percentage of interest acquired | 70.00% | 70.00% | |||||||||||||
Number of Clinics | Clinic | 3 | ||||||||||||||
June 2015 Acquisition [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | Jun. 30, 2015 | ||||||||||||||
Percentage of interest acquired | 70.00% | 70.00% | |||||||||||||
Number of Clinics | Clinic | 4 | ||||||||||||||
December 2015 Acquisition [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | Dec. 31, 2015 | ||||||||||||||
Percentage of interest acquired | 59.00% | 59.00% | |||||||||||||
Number of Clinics | Clinic | 4 | ||||||||||||||
April 2014 Acquisition [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | Apr. 30, 2014 | Apr. 30, 2014 | |||||||||||||
Percentage of interest acquired | 70.00% | ||||||||||||||
Number of Clinics | Clinic | 13 | 13 | |||||||||||||
August 2014 Acquisition [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | Aug. 1, 2014 | Aug. 1, 2014 | |||||||||||||
Percentage of interest acquired | 100.00% | ||||||||||||||
Number of Clinics | Clinic | 3 | 3 | |||||||||||||
February 2013 Acquisition [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | Feb. 28, 2013 | Feb. 28, 2013 | |||||||||||||
Percentage of interest acquired | 72.00% | ||||||||||||||
Number of Clinics | Clinic | 9 | 9 | |||||||||||||
April 2013 Acquisition [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | Apr. 30, 2013 | Apr. 30, 2013 | |||||||||||||
Percentage of interest acquired | 50.00% | ||||||||||||||
Number of Clinics | Clinic | 5 | 5 | |||||||||||||
May 2013 Acquisition [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | May 24, 2013 | May 24, 2013 | |||||||||||||
Percentage of interest acquired | 80.00% | ||||||||||||||
Number of Clinics | Clinic | 5 | 5 | |||||||||||||
December 9, 2013 Acquisition [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | Dec. 9, 2013 | Dec. 9, 2013 | |||||||||||||
Percentage of interest acquired | 60.00% | ||||||||||||||
Number of Clinics | Clinic | 12 | 12 | |||||||||||||
December 13, 2013 Acquisition [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | Dec. 13, 2013 | Dec. 13, 2013 | |||||||||||||
Percentage of interest acquired | 90.00% | ||||||||||||||
Number of Clinics | Clinic | 11 | 11 | |||||||||||||
Acquisition Of Single Clinic Practices [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of interest acquired | 60.00% | 60.00% | 60.00% | ||||||||||||
Number of Clinics | Clinic | 1 | 4 | 3 | ||||||||||||
Cash paid for acquisition of interest in clinic | $ 150,000 | ||||||||||||||
Seller notes issued for acquisition of interest in clinic | 50,000 | ||||||||||||||
Aggregate purchase price for the acquired clinic practices | $ 238,000 | ||||||||||||||
Seller notes | 50,000 | ||||||||||||||
Acquisition Of Single Clinic Practices [Member] | August 2016 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | $ 50,000 | ||||||||||||||
Acquisition Of Three Clinic Practices [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of interest acquired | 70.00% | ||||||||||||||
Cash paid for acquisition of interest in clinic | $ 4,700,000 | $ 1,000,000 | |||||||||||||
Seller notes issued for acquisition of interest in clinic | $ 150,000 | $ 595,000 | |||||||||||||
Business acquisition number of installments to payment of purchase consideration | Installment | 2 | ||||||||||||||
Seller notes | $ 150,000 | $ 595,000 | |||||||||||||
Acquisition Of Three Clinic Practices [Member] | April 2016 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | 75,000 | ||||||||||||||
Acquisition Of Three Clinic Practices [Member] | April 2017 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | $ 75,000 | ||||||||||||||
Acquisition Of Four Clinic Practices [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of interest acquired | 59.00% | 70.00% | 59.00% | ||||||||||||
Cash paid for acquisition of interest in clinic | $ 4,600,000 | $ 3,600,000 | |||||||||||||
Seller notes issued for acquisition of interest in clinic | $ 400,000 | 700,000 | $ 400,000 | ||||||||||||
Business acquisition number of installments to payment of purchase consideration | Installment | 2 | ||||||||||||||
Seller notes | $ 400,000 | 700,000 | $ 400,000 | ||||||||||||
Acquisition Of Four Clinic Practices [Member] | December 2016 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | 200,000 | ||||||||||||||
Acquisition Of Four Clinic Practices [Member] | December 2017 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | $ 200,000 | ||||||||||||||
Acquisition Of Four Clinic Practices [Member] | June 2018 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | $ 700,000 | ||||||||||||||
Acquisition Of Five Clinic Practices [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of interest acquired | 80.00% | 50.00% | |||||||||||||
Cash paid for acquisition of interest in clinic | $ 3,600,000 | $ 2,400,000 | |||||||||||||
Seller notes issued for acquisition of interest in clinic | $ 200,000 | $ 200,000 | |||||||||||||
Business acquisition number of installments to payment of purchase consideration | Installment | 2 | 2 | |||||||||||||
Seller notes | $ 200,000 | $ 200,000 | |||||||||||||
Acquisition Of Five Clinic Practices [Member] | April 2015 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | 100,000 | ||||||||||||||
Acquisition Of Five Clinic Practices [Member] | April 2014 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | $ 100,000 | ||||||||||||||
Acquisition Of Five Clinic Practices [Member] | May 2014 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | 100,000 | ||||||||||||||
Acquisition Of Five Clinic Practices [Member] | May 2015 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | $ 100,000 | ||||||||||||||
Acquisition Of Nine Clinic Practices [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of interest acquired | 60.00% | 72.00% | |||||||||||||
Cash paid for acquisition of interest in clinic | $ 6,700,000 | $ 4,300,000 | |||||||||||||
Seller notes issued for acquisition of interest in clinic | $ 500,000 | $ 400,000 | |||||||||||||
Business acquisition number of installments to payment of purchase consideration | Installment | 2 | 2 | |||||||||||||
Seller notes | $ 500,000 | $ 400,000 | |||||||||||||
Acquisition Of Nine Clinic Practices [Member] | January 2016 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | 250,000 | ||||||||||||||
Acquisition Of Nine Clinic Practices [Member] | January 2017 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | $ 250,000 | ||||||||||||||
Acquisition Of Nine Clinic Practices [Member] | February 2014 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | 200,000 | ||||||||||||||
Acquisition Of Nine Clinic Practices [Member] | February 2015 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | $ 200,000 | ||||||||||||||
Acquisition Of Eleven Clinic Practices [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of interest acquired | 90.00% | ||||||||||||||
Cash paid for acquisition of interest in clinic | $ 35,500,000 | ||||||||||||||
Seller notes issued for acquisition of interest in clinic | $ 500,000 | ||||||||||||||
Business acquisition number of installments to payment of purchase consideration | Installment | 2 | ||||||||||||||
Seller notes | $ 500,000 | ||||||||||||||
Acquisition Of Eleven Clinic Practices [Member] | December 2014 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | 250,000 | ||||||||||||||
Acquisition Of Eleven Clinic Practices [Member] | December 2015 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | $ 250,000 | ||||||||||||||
Acquisition Of Twelve Clinic Practices [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of interest acquired | 60.00% | ||||||||||||||
Cash paid for acquisition of interest in clinic | $ 1,700,000 | ||||||||||||||
Acquisition Of Thirteen Clinic Practices [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of interest acquired | 70.00% | ||||||||||||||
Cash paid for acquisition of interest in clinic | $ 10,600,000 | ||||||||||||||
Seller notes issued for acquisition of interest in clinic | $ 400,000 | ||||||||||||||
Business acquisition number of installments to payment of purchase consideration | Installment | 2 | ||||||||||||||
Seller notes | $ 400,000 | ||||||||||||||
Acquisition Of Thirteen Clinic Practices [Member] | April 2016 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | 200,000 | ||||||||||||||
Acquisition Of Thirteen Clinic Practices [Member] | April 2015 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost payable in installments including accrued interest | $ 200,000 |
Acquisitions of Non-Controlli45
Acquisitions of Non-Controlling Interests (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($)InstallmentPartnership | Dec. 31, 2014USD ($)Partnership | |
Business Acquisition [Line Items] | ||
Number of partnership in which interest acquired | Partnership | 8 | 4 |
Purchase price for additional non controlling interest | $ 8,700 | $ 600 |
Acquisitions of noncontrolling interests | 5,600 | |
Notes payable | $ 3,100 | |
Number of installments | Installment | 2 | |
Accrued interest rate | 3.25% | |
Book value of purchase price | $ 260,000 | |
Remaining purchase price | 8,400 | 500 |
Future tax benefits | 3,300 | $ 200 |
December 31, 2018 [Member] | ||
Business Acquisition [Line Items] | ||
Acquisition cost payable in installments including accrued interest | 1,200 | |
January 31, 2019 [Member] | ||
Business Acquisition [Line Items] | ||
Acquisition cost payable in installments including accrued interest | $ 1,900 | |
Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of interest acquired | 5.00% | 1.00% |
Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of interest acquired | 35.00% | 35.00% |
Redeemable Non-Controlling In46
Redeemable Non-Controlling Interest (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($)Partnership | Dec. 31, 2014USD ($)Partnership | |
Redeemable Non-Controlling Interest [Abstract] | ||
Beginning balance | $ 7,376 | $ 4,104 |
Operating results allocated to redeemable non-controlling interest partners | 666 | 396 |
Distributions to redeemable non-controlling interest partners | (909) | (453) |
Reclass of non-controlling interests | 2,681 | 6,375 |
Increase due to revaluation fair value of redeemable non-controlling interest | 529 | 1,841 |
Payments for purchase of redeemable non-controlling interests | (1,500) | (4,887) |
Ending balance | $ 8,843 | $ 7,376 |
Business Acquisition [Line Items] | ||
Number of separate transactions to purchase partnership interest | Partnership | 4 | |
Number of partnership in which interest acquired | Partnership | 8 | 4 |
Purchase price for additional non controlling interest in cash | $ 1,500 | |
Purchase price for additional non controlling interest | 8,700 | $ 600 |
Undistributed earnings | 100 | |
Remaining purchase price | 8,400 | 500 |
Future tax benefits | $ 3,300 | $ 200 |
Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of interest acquired | 5.00% | 1.00% |
Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of interest acquired | 35.00% | 35.00% |
Divesture of Business (Details)
Divesture of Business (Details) - Physician Services Business [Member] | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2013Facility | Dec. 31, 2012Facility | Dec. 31, 2015USD ($)Facility | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash proceeds from sale of business | $ 400,000 | ||
Notes receivable, received from sale of business | 500,000 | ||
Loss on sale of business | $ (4,400,000) | ||
Facilities previously closed | Facility | 1 | 1 | 2 |
Divesture of Business - Schedul
Divesture of Business - Schedule of Details of Losses Reported for Physician Services (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Tax benefit (provision) | $ 0 | $ 0 | $ (3,180) |
(Loss) income from discontinued operations | 0 | $ 0 | $ (5,007) |
Physician Services Business [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net revenues | 864 | ||
Operating cost | 1,537 | ||
Gross margin | (673) | ||
Direct general and administrative expenses less proceeds | 1,176 | ||
Write off goodwill and other intangible assets | 6,338 | ||
Loss from discontinued operations, before tax | (8,187) | ||
Tax benefit (provision) | 3,180 | ||
(Loss) income from discontinued operations | $ (5,007) |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 147,914 | $ 143,955 | |
Goodwill acquired during the year | 23,428 | 12,974 | |
Goodwill allocated to specific assets for businesses acquired in 2013 | 0 | (9,760) | |
Goodwill adjustments for purchase price allocation of businesses acquired | 385 | 880 | |
Goodwill written-off - closed clinics | (180) | (135) | $ 0 |
Ending balance | $ 171,547 | $ 147,914 | $ 143,955 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total | $ 30,296 | $ 24,907 | |
Tradenames [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total | 17,660 | 14,427 | |
Accumulated amortization | $ 170 | 86 | |
Estimated useful life | 6 years | ||
Referral Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total | $ 10,866 | 8,951 | |
Accumulated amortization | $ 3,763 | 2,610 | |
Referral Relationships [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 6 years | ||
Referral Relationships [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 16 years | ||
Referral Relationships [Member] | Physician Services [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Accumulated amortization | $ 156 | ||
Non-compete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total | $ 1,770 | 1,529 | |
Accumulated amortization | $ 2,855 | $ 2,377 | |
Non-compete Agreements [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 5 years | ||
Non-compete Agreements [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 6 years | ||
Non-compete Agreements [Member] | Physician Services [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Accumulated amortization | $ 270 |
Intangible Assets, net - Amorti
Intangible Assets, net - Amortization Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expenses | $ 1,715 | $ 1,541 | $ 893 |
Tradenames [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expenses | 84 | 86 | 0 |
Referral Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expenses | 1,153 | 1,028 | 521 |
Non-compete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expenses | $ 478 | $ 427 | $ 372 |
Intangible Assets, net - Amor52
Intangible Assets, net - Amortization of Referral Relationships and Non-Competition Agreements (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Tradenames [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | $ 83 |
2,017 | 84 |
2,018 | 83 |
2,019 | 80 |
Referral Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | 1,234 |
2,017 | 1,234 |
2,018 | 1,188 |
2,019 | 1,099 |
2,020 | 1,099 |
2,021 | 1,099 |
2,022 | 1,050 |
2,023 | 942 |
2,024 | 824 |
2,025 | 716 |
2,026 | 255 |
2,027 | 107 |
2,028 | 19 |
Non-compete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | 485 |
2,017 | 441 |
2,018 | 384 |
2,019 | 312 |
2,020 | 99 |
2,021 | $ 49 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Salaries and related costs | $ 9,414 | $ 15,400 |
Group health insurance claims | 2,276 | 2,116 |
Credit balances and overpayments due to patients and payors | 1,472 | 1,834 |
Other | 3,434 | 3,489 |
Total | $ 16,596 | $ 22,839 |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Payments/Long term debt, Total | $ 49,110 | $ 35,617 |
Less current portion | (775) | (883) |
Long term portion | 48,335 | 34,734 |
Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Payments/Long term debt, Total | $ 44,000 | 34,500 |
Average effective interest rate | 2.50% | |
3.25 % through 3.5 % notes payable due in next year [Member] | ||
Debt Instrument [Line Items] | ||
Payments/Long term debt, Total | $ 5,110 | $ 1,117 |
Annual installments | $ 775 | |
Percentage of interest accrued, minimum | 3.25% | |
Percentage of interest accrued, maximum | 3.50% |
Notes Payable (Details)
Notes Payable (Details) | Jan. 11, 2016USD ($) | Dec. 05, 2013USD ($) | Dec. 31, 2015USD ($)Installment | Dec. 31, 2014USD ($)ClinicInstallment | Dec. 31, 2013USD ($)Installment |
Debt Instrument [Line Items] | |||||
Number of annual installments | Installment | 2 | ||||
Aggregate principal payment due in 2016 | $ 775,000 | ||||
Aggregate principal payment due in 2017 | 559,000 | ||||
Aggregate principal payment due in 2018 | 45,930,000 | ||||
Aggregate principal payment due in 2019 | 1,846,000 | ||||
Number of clinic-practice acquisition | Clinic | 13 | ||||
Notes Payable, Other Payables [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate amount of notes payable | $ 500,000 | $ 1.3 | |||
Aggregate principal installments | $ 233,000 | $ 650,000 | |||
Average effective interest rate | 3.25% | 3.25% | |||
Number of annual installments | Installment | 2 | 2 | |||
Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate amount of notes payable | 4,900,000 | ||||
Aggregate principal payment due in 2016 | 575,000 | ||||
Aggregate principal payment due in 2017 | 525,000 | ||||
Aggregate principal payment due in 2018 | 1,900,000 | ||||
Aggregate principal payment due in 2019 | $ 1,900,000 | ||||
Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Spread on Libor variable rate | 1.50% | ||||
Spread on base variable rate | 0.10% | ||||
Percentage of unused commitment fee | 0.10% | ||||
Minimum [Member] | Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Average effective interest rate | 3.25% | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Spread on Libor variable rate | 2.50% | ||||
Spread on base variable rate | 1.00% | ||||
Percentage of unused commitment fee | 0.25% | ||||
Maximum [Member] | Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Average effective interest rate | 3.50% | ||||
Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Cash and noncash consideration with respect to acquisition | $ 25,000,000 | ||||
Cash and noncash consideration with respect to acquisition after amendment | 50,000,000 | ||||
Cash dividends | 7,500,000 | ||||
Cash dividends after amendment | $ 10,000,000 | ||||
Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility commitment | $ 125,000,000 | ||||
Revolving credit facility maturity date | Nov. 30, 2018 | ||||
Remaining revolving credit outstanding | $ 81,000,000 | ||||
Average effective interest rate | 2.50% |
Notes Payable - Summary of Aggr
Notes Payable - Summary of Aggregate Annual Payments of Principal Required to Revolving Credit Facility (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Long Term Debt By Maturity [Abstract] | ||
During the twelve months ended December 30, 2016 | $ 775 | |
During the twelve months ended December 30, 2017 | 559 | |
During the twelve months ended December 30, 2018 | 45,930 | |
During the twelve months ended December 30, 2019 | 1,846 | |
Payments/Long term debt, Total | $ 49,110 | $ 35,617 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets Included in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets [Abstract] | ||
Compensation | $ 1,830 | $ 1,447 |
Allowance for doubtful accounts | 472 | 538 |
Lease obligations - closed clinics | 50 | 32 |
Deferred tax assets | 2,352 | 2,017 |
Deferred tax liabilities [Abstract] | ||
Depreciation and amortization | (8,989) | (8,843) |
Other | (1,718) | (1,083) |
Deferred tax liabilities | (10,707) | (9,926) |
Net deferred tax assets (liabilities) | (8,355) | (7,909) |
Amount included in [Abstract] | ||
Other current assets | 0 | 86 |
Deferred taxes and other long-term liabilities | $ (8,355) | $ (7,995) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Examination [Line Items] | |||
Deferred tax assets related to acquisitions of non controlling interests | $ 3,500,000 | $ 1,000,000 | |
Adjustment to the deferred tax assets related to acquisitions of non controlling interests | 3,000,000 | ||
Offset to adjustment, reduction in the previously reported tax receivable | 1,800,000 | ||
Additional-paid-in-capital | 1,200,000 | ||
Tax receivable included in other current assets | 3,400,000 | 4,300,000 | |
Increase in current state income tax provision | 147,000 | 223,000 | $ 393,000 |
Accrued interest and penalties associated with any unrecognized tax benefits | 0 | 0 | 0 |
Interest expense recognized | $ 0 | $ 0 | $ 0 |
Federal [Member] | Maximum [Member] | |||
Income Tax Examination [Line Items] | |||
Periods open for examination | 2,014 | ||
Federal [Member] | Minimum [Member] | |||
Income Tax Examination [Line Items] | |||
Periods open for examination | 2,012 | ||
State [Member] | Maximum [Member] | |||
Income Tax Examination [Line Items] | |||
Periods open for examination | 2,014 | ||
State [Member] | Minimum [Member] | |||
Income Tax Examination [Line Items] | |||
Periods open for examination | 2,011 |
Income Taxes - Schedule of Diff
Income Taxes - Schedule of Differences Between Federal Tax Rate and Company's Effective Tax Rate for Results of Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Abstract] | |||
U.S. tax at statutory rate | $ 12,926 | $ 12,294 | $ 10,415 |
State income taxes, net of federal benefit | 1,408 | 1,688 | 1,814 |
Deductible losses | 0 | 0 | (98) |
Non-deductible expenses | 319 | 292 | 105 |
Total income tax provision for continuing operations | $ 14,653 | $ 14,274 | $ 12,236 |
U.S. tax at statutory rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit | 3.80% | 4.80% | 6.10% |
Deductible losses | 0.00% | 0.00% | (0.30%) |
Nondeductible expenses | 0.90% | 0.80% | 0.30% |
Total | 39.70% | 40.60% | 41.10% |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Provision for Income Taxes for Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current [Abstract] | |||
Federal | $ 6,460 | $ 7,059 | $ 8,445 |
State | 1,192 | 940 | 1,422 |
Total current | 7,652 | 7,999 | 9,867 |
Deferred [Abstract] | |||
Federal | 6,237 | 5,266 | 1,970 |
State | 764 | 1,009 | 399 |
Total deferred | 7,001 | 6,275 | 2,369 |
Total income tax provision for continuing operations | $ 14,653 | $ 14,274 | $ 12,236 |
Equity Based Plans (Details)
Equity Based Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-qualified options to purchase shares (in shares) | 2,350,000 | ||
Number of common shares available for grant (in shares) | 348,975 | ||
Shares outstanding for which restrictions had not lapsed (in shares) | 265,718 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 4,491,000 | $ 3,363,000 | $ 2,743,000 |
Compensation not yet recognized | $ 6,800,000 | ||
Amended 2003 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-qualified options to purchase shares (in shares) | 1,750,000 | ||
Number of common shares available for grant (in shares) | 266,318 | ||
Executive Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted period on the stock granted | 4 years | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restrictions will lapse in | 2,019 | ||
Maximum [Member] | Non Qualified Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-qualified options to purchase shares (in shares) | 600,000 | ||
Maximum [Member] | Amended 2003 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of common shares available for grant (in shares) | 1,750,000 | ||
Maximum [Member] | Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted period on the stock granted | 5 years | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restrictions will lapse in | 2,016 | ||
Minimum [Member] | Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted period on the stock granted | 4 years |
Equity Based Plans - Summary of
Equity Based Plans - Summary of Cumulative Summary of Equity Plans (Details) | Dec. 31, 2015shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Authorized (in shares) | 2,350,000 |
Restricted stock issued (in shares) | 1,082,934 |
Outstanding stock options (in shares) | 0 |
Stock options exercised (in shares) | 918,091 |
Stock options exercisable (in shares) | 0 |
Shares available for grant (in shares) | 348,975 |
Amended 1999 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Authorized (in shares) | 600,000 |
Restricted stock issued (in shares) | 377,552 |
Outstanding stock options (in shares) | 0 |
Stock options exercised (in shares) | 139,791 |
Stock options exercisable (in shares) | 0 |
Shares available for grant (in shares) | 82,657 |
Amended 2003 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Authorized (in shares) | 1,750,000 |
Restricted stock issued (in shares) | 705,934 |
Outstanding stock options (in shares) | 0 |
Stock options exercised (in shares) | 778,300 |
Stock options exercisable (in shares) | 0 |
Shares available for grant (in shares) | 266,318 |
Equity Based Plans - Summary 63
Equity Based Plans - Summary of Restricted Stock Granted to Directors, Officers and Employees Pursuant to Its Equity Plans (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity Based Plans [Abstract] | |||
Number of shares (in shares) | 147,928 | 159,443 | 174,938 |
Weighted average fair value (in dollars per share) | $ 41.66 | $ 33.29 | $ 23.52 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2009 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2008 | |
Common Stock [Abstract] | ||||
Common stock authorized by the Board of Directors (in shares) | 1,200,000 | 2,250,000 | ||
Maximum percentage of repurchase of common stock | 10.00% | |||
Bank credit agreement to permit share repurchases of common stock | $ 15,000,000 | |||
Total purchased shares (in shares) | 859,499 | 0 | 0 | |
Additional estimated shares (in shares) | 279,433 | |||
Closing price (in dollars per share) | $ 53.68 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Contribution Plan [Abstract] | |||
Required time period for employees for profit sharing plan | 3 months | ||
Maximum employer contribution as a percentage of employee contribution | 50.00% | ||
Contribution expense recognized | $ 0 | $ 0 | $ 0 |
Employer matching contribution amount | $ 900,000 | $ 700,000 | $ 500,000 |
Commitments and Contingencies66
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($)Officer | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Operating Leased Assets [Line Items] | |||
Rent expense | $ 28.3 | $ 25.6 | $ 22 |
Renewal period of employment agreements | 2 years | ||
Expiration date | Dec. 31, 2018 | ||
Future compensation - 2016 | $ 25.7 | ||
Future compensation - 2017 through 2020 | $ 13.3 | ||
Executive Officer [Member] | |||
Operating Leased Assets [Line Items] | |||
Number of officers with the company had employee agreement | Officer | 3 | ||
Minimum [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating leases renewal period | 1 year | ||
Maximum [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating leases renewal period | 5 years |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Operating Lease Commitments (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies [Abstract] | |
2,016 | $ 26,799 |
2,017 | 20,896 |
2,018 | 14,872 |
2,019 | 9,216 |
2,020 | 9,329 |
Thereafter | 3,117 |
Total | $ 84,229 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings per share attributable to common shareholders [Abstract] | |||||||||||
Prior to revaluation of redeemable non-controlling interests, net of tax | $ 22,279 | $ 20,853 | $ 17,492 | ||||||||
Charges to additional-paid-in-capital - revaluation of non-controlling interests, net of tax | (314) | (1,086) | 0 | ||||||||
From continuing operations, net of tax | 21,965 | 19,767 | 17,492 | ||||||||
From discontinued operations, net of tax | 0 | 0 | (4,769) | ||||||||
Net income attributable to common shareholders | $ 21,965 | $ 19,767 | $ 12,723 | ||||||||
Basic earnings per share attributable to common shareholders [Abstract] | |||||||||||
Prior to revaluation of redeemable non-controlling interests, net of tax (in dollars per share) | $ 0.48 | $ 0.47 | $ 0.51 | $ 0.34 | $ 0.41 | $ 0.43 | $ 0.53 | $ 0.35 | $ 1.80 | $ 1.71 | $ 1.45 |
Charges to additional-paid-in-capital - revaluation of non-controlling interests, net of tax (in dollars per share) | (0.03) | (0.09) | 0 | ||||||||
From continuing operations, net of tax (in dollars per share) | 1.77 | 1.62 | 1.45 | ||||||||
From discontinued operations, net of tax (in dollars per share) | 0 | 0 | (0.40) | ||||||||
Basic (in dollars per share) | 0.48 | 0.47 | 0.48 | 0.34 | 0.41 | 0.43 | 0.52 | 0.27 | 1.77 | 1.62 | 1.05 |
Diluted earnings per share attributable to common shareholders [Abstract] | |||||||||||
Prior to revaluation of redeemable non-controlling interests, net of tax (in dollars per share) | 0.48 | 0.47 | 0.51 | 0.34 | 0.41 | 0.43 | 0.53 | 0.35 | 1.80 | 1.71 | 1.45 |
Charges to additional-paid-in-capital - revaluation of non-controlling interests, net of tax (in dollars per share) | 0 | 0 | (0.03) | 0 | 0 | 0 | (0.01) | (0.08) | (0.03) | (0.09) | 0 |
From continuing operations, net of tax (in dollars per share) | 1.77 | 1.62 | 1.45 | ||||||||
From discontinued operations, net of tax (in dollars per share) | 0 | 0 | (0.40) | ||||||||
Diluted (in dollars per share) | $ 0.48 | $ 0.47 | $ 0.48 | $ 0.34 | $ 0.41 | $ 0.43 | $ 0.52 | $ 0.27 | $ 1.77 | $ 1.62 | $ 1.05 |
Shares used in computation [Abstract] | |||||||||||
Basic earnings per share - weighted-average shares (in shares) | 12,421 | 12,421 | 12,409 | 12,313 | 12,267 | 12,244 | 12,224 | 12,129 | 12,392 | 12,217 | 12,063 |
Effect of dilutive securities - stock options (in shares) | 0 | 4 | 19 | ||||||||
Denominator for diluted earnings per share - adjusted weighted-average shares (in shares) | 12,421 | 12,421 | 12,409 | 12,313 | 12,271 | 12,247 | 12,226 | 12,144 | 12,392 | 12,221 | 12,082 |
Selected Quarterly Financial 69
Selected Quarterly Financial Data (Unaudited) - Summary of Selected Quarterly Financial Data (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Selected Quarterly Financial Data (Unaudited) [Abstract] | |||||||||||
Net patient revenues | $ 84,881 | $ 82,154 | $ 81,451 | $ 75,807 | $ 77,958 | $ 76,184 | $ 76,470 | $ 68,397 | $ 324,293 | $ 299,009 | $ 258,283 |
Net revenues | 86,724 | 84,049 | 83,288 | 77,241 | 79,390 | 77,716 | 78,201 | 69,767 | 331,302 | 305,074 | 264,058 |
Operating income | 12,611 | 11,949 | 13,549 | 9,185 | 10,755 | 11,278 | 14,221 | 9,514 | 47,294 | 45,768 | 38,770 |
Net income including non-controlling interests | 8,359 | 8,064 | 9,117 | 6,151 | 7,263 | 7,418 | 9,420 | 6,323 | $ 31,691 | $ 30,424 | $ 26,003 |
Net income attributable to common shareholders | $ 5,991 | $ 5,818 | $ 6,304 | $ 4,166 | $ 4,977 | $ 5,216 | $ 6,432 | $ 4,228 | |||
Basic earnings per share attributable to common shareholders: [Abstract] | |||||||||||
Prior to revaluation of redeemable non-controlling interests, net of tax (in dollars per share) | $ 0.48 | $ 0.47 | $ 0.51 | $ 0.34 | $ 0.41 | $ 0.43 | $ 0.53 | $ 0.35 | $ 1.80 | $ 1.71 | $ 1.45 |
Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax (in dollars per share) | 0 | 0 | (0.03) | 0 | 0 | 0 | (0.01) | (0.08) | |||
Basic (in dollars per share) | 0.48 | 0.47 | 0.48 | 0.34 | 0.41 | 0.43 | 0.52 | 0.27 | 1.77 | 1.62 | 1.05 |
Diluted earnings per share attributable to common shareholders [Abstract] | |||||||||||
Prior to revaluation of redeemable non-controlling interests, net of tax (in dollars per share) | 0.48 | 0.47 | 0.51 | 0.34 | 0.41 | 0.43 | 0.53 | 0.35 | 1.80 | 1.71 | 1.45 |
Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax (in dollars per share) | 0 | 0 | (0.03) | 0 | 0 | 0 | (0.01) | (0.08) | (0.03) | (0.09) | 0 |
Diluted (in dollars per share) | $ 0.48 | $ 0.47 | $ 0.48 | $ 0.34 | $ 0.41 | $ 0.43 | $ 0.52 | $ 0.27 | $ 1.77 | $ 1.62 | $ 1.05 |
Shares used in computation [Abstract] | |||||||||||
Basic (in shares) | 12,421 | 12,421 | 12,409 | 12,313 | 12,267 | 12,244 | 12,224 | 12,129 | 12,392 | 12,217 | 12,063 |
Diluted (in shares) | 12,421 | 12,421 | 12,409 | 12,313 | 12,271 | 12,247 | 12,226 | 12,144 | 12,392 | 12,221 | 12,082 |
SCHEDULE II - VALUATION AND Q70
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - Allowance for Doubtful Accounts [Member] - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2015 | [1] | Dec. 31, 2014 | Dec. 31, 2013 | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||
Beginning Balance | $ 1,867 | $ 1,628 | $ 2,109 | |||
Additions Charged to Cost and Expenses | 4,170 | 4,112 | 4,370 | |||
Additions Charged to Other Accounts | 0 | 0 | 0 | |||
Deductions | [2] | 4,395 | 3,873 | 4,851 | ||
Ending Balance | $ 1,642 | $ 1,867 | [1] | $ 1,628 | ||
[1] | Related to patient accounts receivable and accounts receivable-other. | |||||
[2] | Uncollectible accounts written off, net of recoveries. |