Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 28, 2020 | Jun. 30, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Diversicare Healthcare Services, Inc. | ||
Entity Central Index Key | 0000919956 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes | ||
Entity Common Stock, Shares Outstanding | 6,676,054 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 16,647 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash | $ 2,710 | $ 2,685 |
Receivables | 60,521 | 66,257 |
Self-insurance receivables | 1,011 | 4,475 |
Other receivables | 2,534 | 1,191 |
Prepaid expenses and other current assets | 5,056 | 4,659 |
Income tax refundable | 484 | 1,115 |
Current assets of discontinued operations | 0 | 155 |
Total current assets | 72,316 | 80,537 |
PROPERTY AND EQUIPMENT, at cost | 132,775 | 127,644 |
Less accumulated depreciation and amortization | (85,020) | (76,801) |
Property and equipment, net | 47,755 | 50,843 |
OTHER ASSETS: | ||
Operating lease right-of-use assets | 310,238 | |
Deferred income taxes, net | 0 | 15,851 |
Deferred leasehold costs | 0 | 206 |
Other noncurrent assets | 4,323 | 3,244 |
Acquired leasehold interest, net | 5,736 | 6,307 |
Noncurrent assets of discontinued operations | 0 | 2,256 |
Total other assets | 320,297 | 27,864 |
Total assets | 440,368 | 159,244 |
CURRENT LIABILITIES: | ||
Current portion of long-term debt and finance lease obligations | 3,498 | 12,449 |
Current portion of operating lease liability | 23,736 | |
Trade accounts payable | 14,641 | 15,659 |
Current liabilities of discontinued operations | 0 | 86 |
Accrued expenses: | ||
Payroll and employee benefits | 16,780 | 19,471 |
Self-insurance reserves, current portion | 13,829 | 13,158 |
Other current liabilities | 11,545 | 9,522 |
Total current liabilities | 84,029 | 70,345 |
NONCURRENT LIABILITIES: | ||
Long-term debt and finance lease obligations, less current portion and deferred financing costs, net | 70,637 | 60,984 |
Operating lease liability, less current portion | 295,636 | |
Self-insurance reserves, less current portion | 16,291 | 16,057 |
Litigation contingency | 9,000 | 6,400 |
Other noncurrent liabilities | 1,691 | 6,656 |
Total noncurrent liabilities | 393,255 | 90,097 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ DEFICIT: | ||
Common stock, authorized 20,000 shares, $.01 par value, 6,908 and 6,751 shares issued, and 6,676 and 6,519 shares outstanding, respectively | 69 | 68 |
Treasury stock at cost, 232 shares of common stock | (2,500) | (2,500) |
Paid-in capital | 24,026 | 23,413 |
Accumulated deficit | (59,079) | (23,016) |
Accumulated other comprehensive income | 568 | 837 |
Total shareholders’ deficit | (36,916) | (1,198) |
Total liabilities and shareholder's equity | $ 440,368 | $ 159,244 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
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) | 6,908,000 | 6,751,000 |
Common stock, shares outstanding (in shares) | 6,676,000 | 6,519,000 |
Treasury stock, shares (in shares) | 232,000 | 232,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
PATIENT REVENUES, net | $ 475,020 | $ 476,122 | $ 482,811 |
EXPENSES: | |||
Operating | 380,870 | 381,178 | 389,916 |
Lease and rent expense | 52,990 | ||
Lease and rent expense | 49,231 | 48,248 | |
Professional liability | 6,996 | 6,498 | 7,992 |
Litigation contingency expense | 3,100 | 6,400 | 0 |
General and administrative | 28,009 | 30,237 | 31,342 |
Depreciation and amortization | 9,122 | 9,991 | 9,252 |
Lease termination receipts | 0 | 0 | (180) |
Total expenses | 481,087 | 483,535 | 486,570 |
OPERATING LOSS | (6,067) | (7,413) | (3,759) |
OTHER INCOME (EXPENSE): | |||
Other income | 281 | 160 | 472 |
Gain on bargain purchase | 0 | 0 | 925 |
Gain on sale of investment in unconsolidated affiliate | 0 | 308 | 733 |
Hurricane costs | 0 | 0 | (232) |
Interest expense, net | (5,994) | (5,533) | (5,353) |
Debt retirement costs | 0 | (267) | 0 |
Total other income (expense) | (5,713) | (5,332) | (3,455) |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (11,780) | (12,745) | (7,214) |
BENEFIT (PROVISION) FOR INCOME TAXES | (15,694) | 1,481 | (2,534) |
LOSS FROM CONTINUING OPERATIONS | (27,474) | (11,264) | (9,748) |
INCOME (LOSS) FROM DISCONTINUED OPERATIONS: | |||
Operating income (loss), net of income tax provision of ($517), ($731) and ($4,209), respectively | (9,322) | (957) | 4,921 |
Gain on lease modification, net of tax | 733 | 0 | 0 |
Gain on sale of assets, net of tax | 0 | 4,825 | 0 |
INCOME (LOSS) FROM DISCONTINUED OPERATIONS | (8,589) | 3,868 | 4,921 |
NET LOSS | $ (36,063) | $ (7,396) | $ (4,827) |
Per common share – basic | |||
Continuing operations (in dollars per share) | $ (4.25) | $ (1.77) | $ (1.55) |
Discontinued operations (in dollars per share) | (1.33) | 0.61 | 0.78 |
Net income (loss) (in dollars per share) | (5.58) | (1.16) | (0.77) |
Per common share – diluted | |||
Continuing operations (in dollars per share) | (4.25) | (1.77) | (1.55) |
Discontinued operations (in dollars per share) | (1.33) | 0.61 | 0.78 |
Diluted net income (loss) per common share (in dollars per share) | (5.58) | (1.16) | (0.77) |
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK (in dollars per share) | $ 0 | $ 0.165 | $ 0.22 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | |||
Basic (in shares) | 6,459 | 6,372 | 6,279 |
Diluted (in shares) | 6,459 | 6,372 | 6,279 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Tax benefit on operating income | $ (517) | $ (731) | $ (4,209) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
NET LOSS | $ (36,063) | $ (7,396) | $ (4,827) |
OTHER COMPREHENSIVE INCOME (LOSS): | |||
Change in fair value of cash flow hedge, net of tax | (269) | ||
Change in fair value of cash flow hedge, net of tax | 279 | 976 | |
Less: reclassification adjustment for amounts recognized in net loss | 0 | ||
Less: reclassification adjustment for amounts recognized in net loss | (151) | (462) | |
Total other comprehensive income (loss) | (269) | 128 | 514 |
COMPREHENSIVE LOSS | $ (36,332) | $ (7,268) | $ (4,313) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance (in shares) at Dec. 31, 2016 | 6,592 | 232 | ||||
Balance at Dec. 31, 2016 | $ 11,420 | $ 66 | $ (2,500) | $ 21,935 | $ (8,276) | $ 195 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (4,827) | (4,827) | ||||
Common stock dividends declared | (1,384) | 47 | (1,431) | |||
Issuance/redemption of equity grants, net (in shares) | 95 | |||||
Issuance/redemption of equity grants, net | (94) | $ 1 | (95) | |||
Interest rate cash flow hedge | 514 | 514 | ||||
Stock based compensation | 833 | 833 | ||||
Balance (in shares) at Dec. 31, 2017 | 6,687 | 232 | ||||
Balance at Dec. 31, 2017 | 6,462 | $ 67 | $ (2,500) | 22,720 | (14,534) | 709 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (7,396) | (7,396) | ||||
Common stock dividends declared | (1,055) | 31 | (1,086) | |||
Issuance/redemption of equity grants, net (in shares) | 64 | |||||
Issuance/redemption of equity grants, net | (217) | $ 1 | (218) | |||
Interest rate cash flow hedge | 128 | 128 | ||||
Stock based compensation | 880 | 880 | ||||
Balance (in shares) at Dec. 31, 2018 | 6,751 | 232 | ||||
Balance at Dec. 31, 2018 | (1,198) | $ 68 | $ (2,500) | 23,413 | (23,016) | 837 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (36,063) | (36,063) | ||||
Issuance/redemption of equity grants, net (in shares) | 157 | |||||
Issuance/redemption of equity grants, net | 41 | $ 1 | 40 | |||
Interest rate cash flow hedge | (269) | (269) | ||||
Stock based compensation | 573 | 573 | ||||
Balance (in shares) at Dec. 31, 2019 | 6,908 | 232 | ||||
Balance at Dec. 31, 2019 | $ (36,916) | $ 69 | $ (2,500) | $ 24,026 | $ (59,079) | $ 568 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
NET LOSS | $ (36,063) | $ (7,396) | $ (4,827) |
Income (loss) from discontinued operations | (8,589) | 3,868 | 4,921 |
Loss from continuing operations | (27,474) | (11,264) | (9,748) |
Adjustments to reconcile loss from continuing operations to net cash provided by operating activities: | |||
Depreciation and amortization | 9,122 | 9,991 | 9,252 |
Provision for doubtful accounts | 0 | 0 | 8,202 |
Deferred income tax provision (benefit) | 15,421 | (926) | 2,040 |
Provision for self-insured professional liability, net of cash payments | 4,739 | 2,325 | 1,342 |
Stock based and deferred compensation | 573 | 1,127 | 1,027 |
Debt retirement costs | 0 | 267 | 0 |
Provision for leases, net of cash payments | 3,897 | (106) | (936) |
Amortization of right-of-use assets | 21,890 | ||
Litigation contingency expense | 3,100 | 6,400 | 0 |
Gain on sale of assets and unconsolidated affiliate | 0 | (308) | (733) |
Gain on bargain purchase | 0 | 0 | (925) |
Deferred bonus | 0 | 0 | 761 |
Other | 1,507 | 415 | 524 |
Changes in other assets and liabilities affecting operating activities: | |||
Receivables | 9,200 | (2,289) | (10,721) |
Prepaid expenses and other assets | (6,693) | (5,926) | 385 |
Trade accounts payable and accrued expenses | (1,793) | 6,010 | 1,589 |
Operating lease liabilities | (21,154) | ||
Net cash provided by continuing operations | 12,335 | 5,716 | 2,059 |
Net cash provided by (used in) discontinued operations | (7,003) | (65) | 10,001 |
Net cash provided by operating activities | 5,332 | 5,651 | 12,060 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (4,980) | (7,531) | (8,423) |
Acquisition of property and equipment through business combination | 0 | 0 | (8,750) |
Proceeds from unconsolidated affiliate | 0 | 308 | 1,100 |
Net cash used in continuing operations | (4,980) | (7,223) | (16,073) |
Net cash provided by (used in) discontinued operations | 6 | 17,653 | (1,307) |
Net cash provided by (used in) investing activities | (4,974) | 10,430 | (17,380) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Repayment of debt and finance lease obligations | (12,541) | (36,684) | (30,154) |
Proceeds from issuance of debt | 12,500 | 21,689 | 37,067 |
Financing costs | (333) | (146) | (195) |
Issuance and redemption of employee equity awards | 41 | (217) | (94) |
Payment of common stock dividends | 0 | (1,054) | (1,384) |
Payment for preferred stock restructuring | 0 | (508) | (659) |
Net cash provided by (used in) continuing operations | (333) | (16,920) | 4,581 |
Net cash provided by (used in) discontinued operations | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | (333) | (16,920) | 4,581 |
NET INCREASE (DECREASE) IN CASH | 25 | (839) | (739) |
CASH, beginning of period | 2,685 | 3,524 | 4,263 |
CASH, end of period | 2,710 | 2,685 | 3,524 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash payments of interest, net of amounts capitalized | 5,390 | 6,074 | 5,404 |
Cash payments of income taxes | 432 | 498 | 847 |
SUPPLEMENTAL INFORMATION ON NON-CASH INVESTING AND FINANCING TRANSACTIONS: | |||
Acquisition of equipment through finance lease | 483 | $ 689 | $ 507 |
Acquisition of operating leases through adoption of ASC Topic 842 | 389,403 | ||
Lease modification | $ (48,877) |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Business and Summary of Significant Accounting Policies | BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Diversicare Healthcare Services, Inc. ("Diversicare" or the "Company") provides a broad range of post-acute care services to patients and residents including skilled nursing, ancillary health care services and assisted living. In addition to the nursing and social services usually provided in long-term care centers, we offer a variety of rehabilitative, nutritional, respiratory, and other specialized ancillary services. The Company operates and reports one reportable operating segment. The Company believes that this structure reflects its current operational and financial management. As of December 31, 2019 , our continuing operations consist of 62 nursing centers with 7,329 licensed skilled nursing beds. Our nursing centers range in size from 50 to 320 licensed nursing beds. The licensed nursing bed count does not include 397 licensed assisted living and other residential beds. Our continuing operations include centers in Alabama, Florida, Indiana, Kansas, Mississippi, Missouri, Ohio, Tennessee, and Texas. The number of centers and beds denoted in these consolidated financial statements are unaudited. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the financial position, operations and accounts of Diversicare and its subsidiaries, all wholly-owned. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Codification 606, Revenues From Contracts with Customers , ("ASC 606"), using the modified retrospective method for all contracts as of the date of adoption. The reported results for 2019 and 2018 reflect the application of ASC 606 guidance while the reported results for 2017 were prepared under the guidance in ASC 605, Revenue Recognition (ASC 605). The adoption of ASC 606 represents a change in accounting principle that more closely aligns revenue recognition with the delivery of the Company's services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. Performance obligations are promises made in a contract to transfer a distinct good or service to the customer. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company has concluded that the contracts with patients and residents represent a bundle of distinct services that are substantially the same, with the same pattern of transfer to the customer. Accordingly, the promise to provide quality care is accounted for as a single performance obligation. The Company performed analyses using the application of the portfolio approach as a practical expedient to group patient contracts with similar characteristics, such that revenue for a given portfolio would not be materially different than if it were evaluated on a contract-by-contract basis. These analyses incorporated consideration of reimbursements at varying rates from Medicaid, Medicare, Managed Care, Private Pay, Assisted Living, Hospice, and Veterans for services provided in each corresponding state. It was determined that the contracts are not materially different for the following groups: Medicaid, Medicare, Managed Care and Private Pay and other (Assisted Living, Hospice and Veterans). In order to determine the transaction price, the Company estimates the amount of variable consideration at the beginning of the contract using the expected value method. The estimates consider (i) payor type, (ii) historical payment trends, (iii) the maturity of the portfolio, and (iv) geographic payment trends throughout a class of similar payors. The Company typically enters into agreements with third-party payors that provide for payments at amounts different from the established charges. These arrangement terms provide for subsequent settlement and cash flows that may occur well after the service is provided. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. Changes in the Company's expectation of the amount it will receive from the patient or third-party payors will be recorded in revenue unless there is a specific event that suggests the patient or third-party payor no longer has the ability and intent to pay the amount due and, therefore, the changes in its estimate of variable consideration better represent an impairment, or bad debt. These estimates are re-assessed each reporting period, and any amounts allocated to a satisfied performance obligation are recognized as revenue or a reduction of revenue in the period in which the transaction price changes. The Company satisfies its performance obligation by providing quality of care services to its patients and residents on a daily basis until termination of the contract. The performance obligation is recognized on a time elapsed basis, by day, for which the services are provided. For these contracts, the Company has the right to consideration from the customer in an amount that directly corresponds with the value to the customer of the Company's performance to date. Therefore, the Company recognizes revenue based on the amount billable to the customer in accordance with the practical expedient in ASC 606-10-55-18. Additionally, because the Company applied ASC 606 using certain practical expedients, the Company elected not to disclose the aggregate amount of the transaction price for unsatisfied, or partially unsatisfied, performance obligations for all contracts with an original expected length of one year or less. The Company incurs costs related to patient/resident contracts, such as legal and advertising expenses. The contract costs are expensed as incurred. They are not expected to be recovered and are not chargeable to the patient/resident regardless of whether the contract is executed. See Note 4, “Revenue Recognition and Receivables.” Lease Expense As of December 31, 2019 , the Company operates 47 nursing centers under operating leases, including 24 owned by Omega, 20 owned by Golden Living and three owned by other parties. The Company's operating leases generally require the Company to pay stated rent, subject to increases based on changes in the Consumer Price Index or a minimum percentage increase. The Company's Master Leases with Omega and Golden Living require the Company to pay certain scheduled rent increases. Such scheduled rent increases are recorded as additional lease expense on a straight-line basis recognized over the term of the related leases and the difference between the amounts recorded for rent expense as compared to rent payments is recorded as an accrued liability. See Note 2, "Business Development and Other Significant Transactions" and Note 11, "Commitments and Contingencies" for a discussion regarding the Company's Master Leases with Omega and Golden Living and the addition of certain leased centers. Classification of Expenses The Company classifies all expenses (except lease, interest, depreciation and amortization expenses) that are associated with its corporate and regional management support functions as general and administrative expenses within continuing operations. All other expenses (except lease, professional liability, interest, depreciation and amortization expenses) incurred by the Company at the center level for continuing operations are classified as operating expenses. Property and Equipment Property and equipment are recorded at cost or at fair value determined on the respective dates of acquisition for assets obtained in a business combination, with depreciation and amortization being provided over the shorter of the remaining lease term (where applicable) or the assets' estimated useful lives on the straight-line basis as follows: Buildings and improvements - 5 to 40 years Leasehold improvements - 2 to 10 years Furniture, fixtures and equipment - 2 to 15 years Interest incurred during construction periods for qualifying expenditures is capitalized as part of the building cost. Maintenance and repairs are expensed as incurred, and major betterments and improvements are capitalized. The Company routinely evaluates the recoverability of the carrying value of its long-lived assets, including property and equipment and right of use assets. The evaluation for recoverability includes when significant adverse changes in the general economic conditions and significant deteriorations of the underlying undiscounted cash flows or fair values of the asset group indicate that the carrying amount of the asset group may not be recoverable. If circumstances suggest that the recorded amounts are not recoverable based upon estimated future undiscounted cash flows, the carrying values of such assets are reduced to fair value. Cash Cash and cash equivalents include cash on deposit with banks and all highly liquid investments with original maturities of three months or less when purchased. Our cash on deposit with banks was subject to the Federal Deposit Insurance Corporation ("FDIC") minimum insurance levels. Deferred Financing and Other Costs The Company records deferred financing and lease costs for direct and incremental expenditures related to entering into or amending debt and lease agreements. These expenditures include lenders' and attorneys' fees. Financing costs are amortized using the effective interest method over the term of the related debt. The amortization is reflected as interest expense in the accompanying consolidated statements of operations. Deferred lease costs are amortized on a straight-line basis over the term of the related leases. See Note 7, "Long-term Debt, Interest Rate Swap and Finance Lease Obligations" for further discussion. Acquired Leasehold Interest The Company has recorded an acquired leasehold interest intangible asset related to an acquisition completed during 2007. The intangible asset is accounted for in accordance with the Financial Accounting Standards Board's ("FASB") guidance on goodwill and other intangible assets, and is amortized on a straight-line basis over the remaining life of the acquired lease. As discussed in Note 2, "Business Developments and Other Significant Transactions," the Company entered into a new Master Lease agreement with Omega Healthcare Investors ("Omega" or the "Lessor") on October 1, 2018, which was subsequently modified on August 30, 2019. The new Master Lease includes the seven centers to which the intangible asset relates. As such, the intangible asset is now being amortized over an adjusted remaining life, consistent with the term of the new Master Lease, which goes through September 30, 2030. Amortization expense of approximately $571 , $384 and $384 related to this intangible asset was recorded during each of the years ended December 31, 2019 , 2018 and 2017 , respectively. The carrying value of the acquired leasehold interest intangible and the accumulated amortization are as follows: December 31, 2019 2018 Acquired leasehold interest, gross $ 10,652 $ 10,652 Accumulated amortization (4,916 ) (4,345 ) Acquired leasehold interest, net $ 5,736 $ 6,307 The Company evaluates the recoverability of the carrying value of the acquired leasehold intangible in accordance with the FASB's guidance on accounting for the impairment or disposal of long-lived assets. Included in this evaluation is whether significant adverse changes in general economic conditions, and significant deteriorations of the underlying cash flows or fair values of the intangible asset indicate that the carrying amount of the intangible asset may not be recoverable. The need to recognize an impairment charge is based on estimated future undiscounted cash flows from the asset compared to the carrying value of that asset. If recognition of an impairment charge is necessary, it is measured as the amount by which the carrying amount of the intangible asset exceeds the fair value of the intangible asset. The expected amortization expense for the acquired leasehold interest intangible asset is as follows: 2020 $ 534 2021 534 2022 534 2023 534 2024 534 Thereafter 3,066 $ 5,736 Self-Insurance Self-insurance liabilities primarily represent the unfunded accrual for self-insured risks associated with general and professional liability claims, employee health insurance and workers' compensation. The Company's health insurance liability is based on known claims incurred and an estimate of incurred but unreported claims determined by an analysis of historical claims paid. The Company's workers' compensation liability relates primarily to periods of self insurance and consists of an estimate of the future costs to be incurred for the known claims. Final determination of the Company's actual liability for incurred general and professional liability claims is a process that may take years. The Company evaluates the adequacy of this liability on a quarterly basis. Semi-annually, the Company retains a third-party actuarial firm to assist in the evaluation of this unfunded accrual. Since May 2012, Merlinos & Associates, Inc. (“Merlinos”) has assisted management in the preparation of the appropriate accrual for incurred but not reported general and professional liability claims based on data furnished by the Company. Merlinos primarily utilizes historical data regarding the frequency and cost of the Company's past claims over a multi-year period, industry data and information regarding the number of occupied beds to develop its estimates of the Company's ultimate professional liability cost for current periods. On a quarterly basis, the Company obtains reports of asserted claims and lawsuits incurred. These reports, which are provided by the Company's insurers and a third party claims administrator, contain information relevant to the actual expense already incurred with each claim as well as the third-party administrator's estimate of the anticipated total cost of the claim. This information is reviewed by the Company quarterly and provided to the actuary semi-annually. Based on the Company's evaluation of the actual claim information obtained, the semi-annual estimates received from the third-party actuary, the amounts paid and committed for settlements of claims and on estimates regarding the number and cost of additional claims anticipated in the future, the reserve estimate for a particular period may be revised upward or downward on a quarterly basis. Any increase in the accrual has an unfavorable impact on results of operations in the period and any reduction in the accrual increases results of operations during the period. All losses are projected on an undiscounted basis. The self-insurance liabilities include estimates of liability for incurred but not reported claims, estimates of liability for reported but unresolved claims, actual liabilities related to settlements, including settlements to be paid over time, and estimates of related legal costs incurred and expected to be incurred. One of the key assumptions in the actuarial analysis is that historical losses provide an accurate forecast of future losses. Changes in legislation such as tort reform, changes in our financial condition, changes in our risk management practices and other factors may affect the severity and frequency of claims incurred in future periods as compared to historical claims. The facts and circumstances of each claim vary significantly, and the amount of ultimate liability for an individual claim may vary due to many factors, including whether the case can be settled by agreement, the quality of legal representation, the individual jurisdiction in which the claim is pending, and the views of the particular judge or jury deciding the case. Although the Company adjusts its unfunded accrual for professional and general liability claims on a quarterly basis and retains a third-party actuarial firm semi-annually to assist management in estimating the appropriate accrual, professional and general liability claims are inherently uncertain, and the liability associated with anticipated claims is very difficult to estimate. Professional liability cases have a long cycle from the date of an incident to the date a case is resolved, and final determination of the Company's actual liability for claims incurred in any given period is a process that takes years. As a result, the Company's actual liabilities may vary significantly from the unfunded accrual, and the amount of the accrual has and may continue to fluctuate by a material amount in any given period. Each change in the amount of this accrual will directly affect the Company's results of operations and financial position for the period in which the change in accrual is made. Income Taxes The Company follows the FASB's guidance on Income Taxes, which requires the asset and liability method of accounting for income taxes whereby deferred income taxes are recorded for the future tax consequences attributable to differences between the financial statement and tax bases of assets and liabilities. 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. Valuation allowances are provided against any estimated non-realizable deferred tax assets where necessary. Where the Company believes that a tax position is supportable for income tax purposes, the item is included in its income tax returns. Where treatment of a position is uncertain, liabilities are recorded based upon the Company’s evaluation of the “more likely than not” outcome considering the technical merits of the position. While the judgments and estimates made by the Company are based on management’s evaluation of the technical merits of a matter, historical experience and other assumptions that management believes are appropriate and reasonable under current circumstances, actual resolution of these matters may differ from recorded estimated amounts, resulting in charges or credits that could materially affect future financial statements. See Note 10, "Income Taxes" for additional information related to the provision for income taxes. Disclosure of Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. In calculating fair value, a company must maximize the use of observable market inputs, minimize the use of unobservable market inputs and disclose in the form of an outlined hierarchy the details of such fair value measurements. The carrying amounts of cash, receivables, trade accounts payable and accrued expenses approximate fair value because of the short-term nature of these accounts. The Company's self-insurance liabilities are reported on an undiscounted basis as the timing of estimated settlements cannot be determined. The Company follows the FASB's guidance on Fair Value Measurements and Disclosures which provides rules for using fair value to measure assets and liabilities as well as a fair value hierarchy that prioritizes the information used to develop the measurements. It applies whenever other guidance requires (or permits) assets or liabilities to be measured at fair value and gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A summary of the fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels is described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. As further discussed in Note 7, "Long-term Debt, Interest Rate Swap and Finance Lease Obligations", in conjunction with the debt agreements entered into in February 2016, the Company entered into an interest rate swap agreement with a member of the bank syndicate as the counterparty. The applicable guidance requires companies to recognize all derivative instruments as either assets or liabilities at fair value in a company's balance sheets. As the Company's interest rate swap, a cash flow hedge, is not traded on a market exchange, the fair value is determined using a valuation model based on a discounted cash flow analysis. This analysis reflects the contractual terms of the interest rate swap agreement and uses observable market-based inputs, including estimated future LIBOR interest rates. The fair value of the Company's interest rate swap is the net difference in the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates and are observable inputs available to a market participant. The interest rate swap valuation is classified in Level 2 of the fair value hierarchy. The debt balances as presented in the consolidated balance sheets approximate the fair value of the respective instruments as the debt is at a variable rate, the estimates of which are considered Level 2 fair value calculations within the fair value hierarchy. The following table presents by level, within the fair value hierarchy, assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 : December 31, 2019 Fair Value Measurements - Assets (Liabilities) Total Level 1 Level 2 Level 3 Interest rate swap $ (57 ) $ — $ (57 ) $ — December 31, 2018 Fair Value Measurements - Assets (Liabilities) Total Level 1 Level 2 Level 3 Interest rate swap $ 384 $ — $ 384 $ — The change in fair value of the Company's cash flow hedge is detailed in the Company's Consolidated Statements of Comprehensive Loss. Net Loss per Common Share The Company follows the FASB's guidance on Earnings Per Share for the financial reporting of net loss per common share. Basic earnings per common share excludes dilution and restricted shares and is computed by dividing income available to common shareholders by the weighted-average number of common shares, excluding restricted shares, outstanding for the period. Diluted earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or otherwise resulted in the issuance of common stock that then shared in the earnings of the Company. See Note 9, "Net Loss per Common Share" for additional disclosures about the Company's Net Loss per Common Share. Stock Based Compensation The Company follows the FASB's guidance on Stock Compensation to account for share-based payments granted to team members and recorded non-cash stock based compensation expense of $573 , $1,127 and $1,027 during the years ended December 31, 2019 , 2018 and 2017 , respectively. Such amounts are included as components of general and administrative expense or operating expense based upon the classification of cash compensation paid to the related employees. See Note 8, "Shareholders' Equity, Stock Plans and Preferred Stock" for additional disclosures about the Company's stock based compensation plans. Accumulated Other Comprehensive Income Accumulated other comprehensive income consists of other comprehensive income (loss). Comprehensive income (loss) is a more inclusive financial reporting method that includes disclosure of financial information that historically has not been recognized in the calculation of net income (loss). Currently, the Company's other comprehensive income (loss) consists of the change in fair value of the Company's interest rate swap transaction accounted for as a cash flow hedge. Recent Accounting Standards Adopted by the Company In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842). The standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. For short-term leases (those with a term of 12 months or less and that do not include a lessee purchase option that is reasonably certain to be exercised), a lessee is permitted to make (and the Company chose to utilize) an accounting policy election by asset class not to recognize ROU assets and lease liabilities, which would generally result in lease expense for these short term leases being recognized on a straight-line basis over the lease term. The Company adopted the requirements of this standard effective January 1, 2019. In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements, which allows lessees and lessors to recognize and measure existing leases at the beginning of the period of adoption without modifying the comparative period financial statements (which therefore will remain under prior GAAP, Topic 840, Leases). The Company elected to reflect adoption in the period of adoption (January 1, 2019) rather than the earliest period presented. The Company also elected the package of practical expedients upon transition, which includes retaining the lease classification for any leases that exist prior to adoption of the standard. The adoption of the new standard resulted in the recording of net right-of-use assets and lease liabilities of $384,187 and $389,403 , respectively, as of January 1, 2019. The standard did not materially impact our consolidated net earnings and had no impact on cash flows. See Note 6, "Leases" for a discussion regarding leases under the new standard. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which is intended to simplify and amend the application of hedge accounting to more clearly portray the economics of an entity’s risk management strategies in its financial statements. The new guidance will make more financial and nonfinancial hedging strategies eligible for hedge accounting and reduce complexity in fair value hedges of interest rate risk. The new guidance also changes how companies assess effectiveness and amends the presentation and disclosure requirements. The new guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally the entire change in the fair value of a hedging instrument will be required to be presented in the same income statement line as the hedged item. The new guidance also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. The Company adopted the requirements of this standard effective January 1, 2019. The adoption did not have a material impact on our consolidated financial statements and related disclosures. In October 2018, the FASB issued ASU No. 2018-16, Derivatives and Hedging (Topic 805): Inclusion of the Secured Overnight Financing Rate ("SOFR") Overnight Index Swap ("OIS") Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. The ASU amends ASC 815 to add the OIS rate based on the SOFR as a fifth US benchmark interest rate. The Company adopted the requirements of this standard effective January 1, 2019. The adoption did not have a material impact on our consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which outlines a single comprehensive model for recognizing revenue and supersedes most existing revenue recognition guidance, including guidance specific to the healthcare industry. For public companies, Topic 606 is effective for annual and interim reporting periods beginning after December 15, 2017. The Company adopted the requirements of this standard effective January 1, 2018. The Company elected to apply the modified retrospective approach with the cumulative transition effect recognized in beginning retained earnings as of the date of adoption. The impact of the implementation to the consolidated financial statements for periods subsequent to the adoption is not material. See Note 4, "Revenue Recognition and Receivables" for a discussion regarding revenue recognition under the new standard. Accounting Standards Recently Issued But Not Yet Adopted by the Company In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Loses on Financial Instruments. This update is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. This update requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. This standard is effective for the fiscal year beginning after December 15, 2022 with early adoption permitted. The Company is in the initial stages of evaluating the impact from the adoption of this new standard on the consolidated financial statements and related notes. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820. The standard is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements. |
Business Developments and Other
Business Developments and Other Significant Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Developments and Other Significant Transactions | BUSINESS DEVELOPMENTS AND OTHER SIGNIFICANT TRANSACTIONS 2018 New Master Lease Agreement On October 1, 2018, the Company entered into a New Master Lease Agreement (the "Lease") with Omega to lease 34 centers currently owned by the Lessor and operated by Diversicare. The old Master Lease with the Lessor provided for its operation of 23 skilled nursing centers in Texas, Kentucky, Alabama, Tennessee, Florida, and Ohio. Additionally, Diversicare operated 11 centers owned by the Lessor under separate leases in Missouri, Kentucky, Indiana, and Ohio. The Lease entered into by Diversicare and the Lessor consolidated the leases for all 34 centers under one New Master Lease. The Lease has an initial term of twelve years with two optional 10 -year extensions. The Lease has a common date of annual lease fixed escalators of 2.15% beginning on October 1, 2019. On August 30, 2019, the Company terminated operations of ten centers in Kentucky and concurrently transferred operations to a new operator. The agreement effectively amended the Lease with the Lessor to remove the ten Kentucky facilities, reduce the annual rent expense, and release the Company from any further obligations arising under the Master Lease Agreement with respect to the Kentucky facilities. The remaining Lease terms remain unchanged with an initial term of twelve years and two optional 10 -year extensions. The annual lease fixed escalator remains at 2.15% beginning on October 1, 2019. Quality Incentive Payment Program The Company recently expanded its participation in a Quality Incentive Payment Program ("QIPP ") as administered by the Texas Health and Human Services Commission. QIPP provides supplemental Medicaid payments for skilled nursing centers that achieve certain quality measures. The Company previously had one of its Texas skilled nursing centers participating in the QIPP. During April 2019, the Company enrolled an additional eleven of its Texas skilled nursing centers in the program, such that twelve of the Company’s centers participate in the QIPP effective September 1, 2019. To allow four of these centers to meet the QIPP participation requirements, the Company entered into a transaction with a Texas medical district already participating in the QIPP, providing for the transfer of the provider license from the Company to the medical district. The Company’s operating subsidiary retained the management of the centers on behalf of the medical district. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS Kentucky Disposition On October 30, 2018, the Company entered into an Asset Purchase Agreement (the "Agreement") with Fulton Nursing and Rehabilitation, LLC, Holiday Fulton Propco LLC, Birchwood Nursing and Rehabilitation LLC, Padgett Clinton Propco LLC, Westwood Nursing and Rehabilitation LLC, and Westwood Glasgow Propco (the "Buyers") to sell the assets and transfer the operations of Diversicare of Fulton, LLC, Diversicare of Clinton, LLC and Diversicare of Glasgow, LLC (the "Kentucky Properties"). On December 1, 2018, the Company completed the sale of the Kentucky Properties with the Buyers for a purchase price of $18,700 . The carrying value of these centers' assets was $13,331 , resulting in a gain net of miscellaneous closing costs of $4,825 . The proceeds were used to relieve debt, as required under the terms of the Company's Amended Mortgage Loan and Amended Revolver. Refer to Note 7, "Long-term Debt, Interest Rate Swap and Finance Lease Obligations" for more information on this transaction. On May 22, 2019, the Company announced that it entered into an agreement with Omega to amend its master lease to terminate operations of ten nursing facilities, totaling approximately 885 skilled nursing beds, located in Kentucky and to concurrently transfer operations to an operator selected by Omega. These ten centers are collectively referred to as the "Kentucky Centers." The sale of the Kentucky Properties and the termination of operations at the Kentucky Centers are referred to collectively as the "Kentucky Exit." On August 30, 2019, the Company completed the transaction and no longer operates any skilled nursing centers in the State of Kentucky. The Company's exit from the state represents a strategic shift that has (or will have) a major effect on the Company's operations and financial results. In accordance with ASC 205-40, Presentation of Financial Statements- Discontinued Operations , the Company's discontinued financial position, results of operations and cash flows have been reclassified on the face of the financial statements and footnotes for all periods presented to reflect the discontinued status of these operations. The transaction resulted in a gain on the modification of the Lease, which is presented within Discontinued Operations on the Consolidated Statements of Operations. The net gain on the transaction was $733 . These centers contributed revenues of $46,019 , $87,338 and $91,727 and net income (loss) of $(8,589) , $3,868 and $4,921 during the years ended December 31, 2019 , 2018 and 2017 , respectively. The net income or loss for the nursing centers included in discontinued operations does not reflect any allocation of corporate general and administrative expense. The Company considered these additional costs along with the centers' future prospects based upon operating history when determining the contribution of the skilled nursing centers to its operations. The Company did not transfer the accounts receivable or liabilities, inclusive of the reserves for professional liability and workers' compensation, to the new operator. The Company expects to collect the balance of the accounts receivable and pay the remaining liabilities in the ordinary course of business through its future operating cash flows. |
Revenue Recognition and Receiva
Revenue Recognition and Receivables | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Revenue Recognition and Receivables | REVENUE RECOGNITION AND RECEIVABLES The Company's revenue is derived from providing quality healthcare services to its patients. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. The promise to provide quality care is accounted for as a single performance obligation satisfied at a point in time, when those services are rendered. The Company performed analyses using the application of the portfolio approach as a practical expedient to group patient contracts with similar characteristics, such that revenue for a given portfolio would not be materially different than if it were evaluated on a contract-by-contract basis. These analyses incorporated consideration of reimbursements at varying rates from Medicaid, Medicare, Managed Care, Private Pay, Assisted Living, Hospice, and Veterans for services provided in each corresponding state. It was determined that the contracts are not materially different for the following groups: Medicaid, Medicare, Managed Care and Private Pay and other (Assisted Living, Hospice and Veterans). Disaggregation of Revenue and Accounts Receivable The following table set forth net patient revenues related to our continuing operations by payor source for the periods presented (dollar amounts in thousands): The amounts as reported for revenue in 2019 and 2018 differ from the method of accounting in prior years due to the implementation of ASC 606. Twelve Months Ended December 31, 2019 2018 2017 As reported As reported As reported Medicaid $ 222,560 46.9 % $ 215,924 45.4 % $ 249,204 51.6 % Medicare 80,798 17.0 % 84,959 17.8 % 122,043 25.3 % Managed Care 50,323 10.6 % 48,879 10.3 % 39,162 8.1 % Private Pay and other 121,339 25.5 % 126,360 26.5 % 72,402 15.0 % Total $ 475,020 100.0 % $ 476,122 100.0 % $ 482,811 100.0 % Accounts receivable as of December 31, 2019 and 2018 is summarized in the following table: December 31, 2019 2018 Medicaid $ 21,998 $ 27,532 Medicare 11,811 15,706 Managed Care 9,103 8,126 Private Pay and other 17,609 14,893 Total accounts receivable $ 60,521 $ 66,257 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment, at cost, consists of the following: December 31, 2019 2018 Land $ 5,265 $ 5,283 Buildings and leasehold improvements 84,544 82,111 Furniture, fixtures and equipment 42,966 40,250 132,775 127,644 Less: accumulated depreciation (85,020 ) (76,801 ) Net property and equipment $ 47,755 $ 50,843 As discussed further in Note 7, "Long-term Debt, Interest Rate Swap and Finance Lease Obligations", the property and equipment of certain skilled nursing centers are pledged as collateral for mortgage debt obligations. In addition, the Company has assets recorded as finance leased assets purchased through finance lease obligations. The Company capitalizes leasehold improvements which will revert back to the lessor of the property at the expiration or termination of the lease, and depreciates these improvements over the shorter of the remaining lease term or the assets' estimated useful lives. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | LEASES The Company has operating and finance leases for facilities, corporate offices, and certain equipment. The Company recognizes lease expense for these operating leases on a straight-line basis over the lease term. Leases with an initial term of one year or less are not recorded on the consolidated balance sheet. The Company's other leases have original lease terms of one to twelve years , some of which include options to extend the lease for up to twenty years , and some of which include options to terminate the leases within one year. The exercise of lease renewal options is at our sole discretion. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. Upon adoption of Topic 842, the Company elected the practical expedient to not separate lease and non-lease components for all of its leases as the non-lease components are not significant to the overall lease costs. Leases Classification December 31, 2019 Assets Operating lease assets Operating lease right-of-use assets $ 310,238 Finance lease assets Property and equipment, net (a) 906 Total leased assets $ 311,144 Liabilities Current Operating Current portion of operating lease liability $ 23,736 Finance Current portion of long-term debt and finance lease obligations, net 231 Noncurrent Operating Operating lease liability, less current portion 295,636 Finance Long-term debt and finance lease obligations, less current portion and deferred financing costs, net 445 Total lease liabilities $ 320,048 (a) Finance lease assets are recorded net of accumulated amortization of $1,522 as of December 31, 2019. Lease Cost Year Ended Classification December 31, 2019 Operating lease cost (a) Lease and rent expense $ 52,990 Finance lease cost: Amortization of finance lease assets Depreciation and amortization 263 Interest on finance lease liabilities Interest expense, net 48 Short term lease cost Operating expense 649 Net lease cost $ 53,950 (a) Includes variable lease costs, which are immaterial Maturity of Lease Liabilities As of December 31, 2019 Operating Leases (a) Finance Leases (a) Total 2020 $ 50,819 $ 269 $ 51,088 2021 51,788 242 52,030 2022 52,812 179 52,991 2023 53,857 37 53,894 2024 53,843 14 53,857 After 2024 200,605 — 200,605 Total lease payments $ 463,724 $ 741 $ 464,465 Less: Interest (144,352 ) (65 ) (144,417 ) Present value of lease liabilities $ 319,372 $ 676 $ 320,048 (a) Operating and Finance lease payments exclude options to extend lease terms that are not reasonably certain of being exercised. The Company's future minimum lease commitments for continuing operations as of December 31, 2018, under Topic 840, predecessor to Topic 842, are as follows: As of December 31, 2018 Operating Leases (a) Finance Leases (a) Total 2019 $ 48,701 $ 454 $ 49,155 2020 49,595 174 49,769 2021 50,570 173 50,743 2022 51,587 127 51,714 2023 52,624 — 52,624 After 2023 245,225 — 245,225 Total lease payments $ 498,302 $ 928 $ 499,230 (a) Operating and Finance lease payments exclude option to extend lease terms that are not reasonably certain of being exercised. The measurement of right-of-use assets and lease liabilities requires the Company to estimate appropriate discount rates. To the extent the rate implicit in the lease is readily determinable, such rate is utilized. However, based on information available at lease commencement for the majority of our leases, the rate implicit in the lease is not known. In these instances, the Company utilizes an incremental borrowing rate, which represents the rate of interest that it would pay to borrow on a fully collateralized basis over a similar term. Lease Term and Discount Rate December 31, 2019 Weighted-average remaining lease term (years) Operating leases 8.81 Finance leases 3.00 Weighted-average discount rate Operating leases 8.9% Finance leases 6.1% Other Information Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 55,485 Operating cash flows for finance leases 48 Financing cash flows for finance leases 471 Acquisition of operating leases though adoption of Topic 842 389,403 Lease modification $ (48,877 ) |
Leases | LEASES The Company has operating and finance leases for facilities, corporate offices, and certain equipment. The Company recognizes lease expense for these operating leases on a straight-line basis over the lease term. Leases with an initial term of one year or less are not recorded on the consolidated balance sheet. The Company's other leases have original lease terms of one to twelve years , some of which include options to extend the lease for up to twenty years , and some of which include options to terminate the leases within one year. The exercise of lease renewal options is at our sole discretion. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. Upon adoption of Topic 842, the Company elected the practical expedient to not separate lease and non-lease components for all of its leases as the non-lease components are not significant to the overall lease costs. Leases Classification December 31, 2019 Assets Operating lease assets Operating lease right-of-use assets $ 310,238 Finance lease assets Property and equipment, net (a) 906 Total leased assets $ 311,144 Liabilities Current Operating Current portion of operating lease liability $ 23,736 Finance Current portion of long-term debt and finance lease obligations, net 231 Noncurrent Operating Operating lease liability, less current portion 295,636 Finance Long-term debt and finance lease obligations, less current portion and deferred financing costs, net 445 Total lease liabilities $ 320,048 (a) Finance lease assets are recorded net of accumulated amortization of $1,522 as of December 31, 2019. Lease Cost Year Ended Classification December 31, 2019 Operating lease cost (a) Lease and rent expense $ 52,990 Finance lease cost: Amortization of finance lease assets Depreciation and amortization 263 Interest on finance lease liabilities Interest expense, net 48 Short term lease cost Operating expense 649 Net lease cost $ 53,950 (a) Includes variable lease costs, which are immaterial Maturity of Lease Liabilities As of December 31, 2019 Operating Leases (a) Finance Leases (a) Total 2020 $ 50,819 $ 269 $ 51,088 2021 51,788 242 52,030 2022 52,812 179 52,991 2023 53,857 37 53,894 2024 53,843 14 53,857 After 2024 200,605 — 200,605 Total lease payments $ 463,724 $ 741 $ 464,465 Less: Interest (144,352 ) (65 ) (144,417 ) Present value of lease liabilities $ 319,372 $ 676 $ 320,048 (a) Operating and Finance lease payments exclude options to extend lease terms that are not reasonably certain of being exercised. The Company's future minimum lease commitments for continuing operations as of December 31, 2018, under Topic 840, predecessor to Topic 842, are as follows: As of December 31, 2018 Operating Leases (a) Finance Leases (a) Total 2019 $ 48,701 $ 454 $ 49,155 2020 49,595 174 49,769 2021 50,570 173 50,743 2022 51,587 127 51,714 2023 52,624 — 52,624 After 2023 245,225 — 245,225 Total lease payments $ 498,302 $ 928 $ 499,230 (a) Operating and Finance lease payments exclude option to extend lease terms that are not reasonably certain of being exercised. The measurement of right-of-use assets and lease liabilities requires the Company to estimate appropriate discount rates. To the extent the rate implicit in the lease is readily determinable, such rate is utilized. However, based on information available at lease commencement for the majority of our leases, the rate implicit in the lease is not known. In these instances, the Company utilizes an incremental borrowing rate, which represents the rate of interest that it would pay to borrow on a fully collateralized basis over a similar term. Lease Term and Discount Rate December 31, 2019 Weighted-average remaining lease term (years) Operating leases 8.81 Finance leases 3.00 Weighted-average discount rate Operating leases 8.9% Finance leases 6.1% Other Information Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 55,485 Operating cash flows for finance leases 48 Financing cash flows for finance leases 471 Acquisition of operating leases though adoption of Topic 842 389,403 Lease modification $ (48,877 ) |
Leases | LEASES The Company has operating and finance leases for facilities, corporate offices, and certain equipment. The Company recognizes lease expense for these operating leases on a straight-line basis over the lease term. Leases with an initial term of one year or less are not recorded on the consolidated balance sheet. The Company's other leases have original lease terms of one to twelve years , some of which include options to extend the lease for up to twenty years , and some of which include options to terminate the leases within one year. The exercise of lease renewal options is at our sole discretion. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. Upon adoption of Topic 842, the Company elected the practical expedient to not separate lease and non-lease components for all of its leases as the non-lease components are not significant to the overall lease costs. Leases Classification December 31, 2019 Assets Operating lease assets Operating lease right-of-use assets $ 310,238 Finance lease assets Property and equipment, net (a) 906 Total leased assets $ 311,144 Liabilities Current Operating Current portion of operating lease liability $ 23,736 Finance Current portion of long-term debt and finance lease obligations, net 231 Noncurrent Operating Operating lease liability, less current portion 295,636 Finance Long-term debt and finance lease obligations, less current portion and deferred financing costs, net 445 Total lease liabilities $ 320,048 (a) Finance lease assets are recorded net of accumulated amortization of $1,522 as of December 31, 2019. Lease Cost Year Ended Classification December 31, 2019 Operating lease cost (a) Lease and rent expense $ 52,990 Finance lease cost: Amortization of finance lease assets Depreciation and amortization 263 Interest on finance lease liabilities Interest expense, net 48 Short term lease cost Operating expense 649 Net lease cost $ 53,950 (a) Includes variable lease costs, which are immaterial Maturity of Lease Liabilities As of December 31, 2019 Operating Leases (a) Finance Leases (a) Total 2020 $ 50,819 $ 269 $ 51,088 2021 51,788 242 52,030 2022 52,812 179 52,991 2023 53,857 37 53,894 2024 53,843 14 53,857 After 2024 200,605 — 200,605 Total lease payments $ 463,724 $ 741 $ 464,465 Less: Interest (144,352 ) (65 ) (144,417 ) Present value of lease liabilities $ 319,372 $ 676 $ 320,048 (a) Operating and Finance lease payments exclude options to extend lease terms that are not reasonably certain of being exercised. The Company's future minimum lease commitments for continuing operations as of December 31, 2018, under Topic 840, predecessor to Topic 842, are as follows: As of December 31, 2018 Operating Leases (a) Finance Leases (a) Total 2019 $ 48,701 $ 454 $ 49,155 2020 49,595 174 49,769 2021 50,570 173 50,743 2022 51,587 127 51,714 2023 52,624 — 52,624 After 2023 245,225 — 245,225 Total lease payments $ 498,302 $ 928 $ 499,230 (a) Operating and Finance lease payments exclude option to extend lease terms that are not reasonably certain of being exercised. The measurement of right-of-use assets and lease liabilities requires the Company to estimate appropriate discount rates. To the extent the rate implicit in the lease is readily determinable, such rate is utilized. However, based on information available at lease commencement for the majority of our leases, the rate implicit in the lease is not known. In these instances, the Company utilizes an incremental borrowing rate, which represents the rate of interest that it would pay to borrow on a fully collateralized basis over a similar term. Lease Term and Discount Rate December 31, 2019 Weighted-average remaining lease term (years) Operating leases 8.81 Finance leases 3.00 Weighted-average discount rate Operating leases 8.9% Finance leases 6.1% Other Information Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 55,485 Operating cash flows for finance leases 48 Financing cash flows for finance leases 471 Acquisition of operating leases though adoption of Topic 842 389,403 Lease modification $ (48,877 ) |
Leases | LEASES The Company has operating and finance leases for facilities, corporate offices, and certain equipment. The Company recognizes lease expense for these operating leases on a straight-line basis over the lease term. Leases with an initial term of one year or less are not recorded on the consolidated balance sheet. The Company's other leases have original lease terms of one to twelve years , some of which include options to extend the lease for up to twenty years , and some of which include options to terminate the leases within one year. The exercise of lease renewal options is at our sole discretion. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. Upon adoption of Topic 842, the Company elected the practical expedient to not separate lease and non-lease components for all of its leases as the non-lease components are not significant to the overall lease costs. Leases Classification December 31, 2019 Assets Operating lease assets Operating lease right-of-use assets $ 310,238 Finance lease assets Property and equipment, net (a) 906 Total leased assets $ 311,144 Liabilities Current Operating Current portion of operating lease liability $ 23,736 Finance Current portion of long-term debt and finance lease obligations, net 231 Noncurrent Operating Operating lease liability, less current portion 295,636 Finance Long-term debt and finance lease obligations, less current portion and deferred financing costs, net 445 Total lease liabilities $ 320,048 (a) Finance lease assets are recorded net of accumulated amortization of $1,522 as of December 31, 2019. Lease Cost Year Ended Classification December 31, 2019 Operating lease cost (a) Lease and rent expense $ 52,990 Finance lease cost: Amortization of finance lease assets Depreciation and amortization 263 Interest on finance lease liabilities Interest expense, net 48 Short term lease cost Operating expense 649 Net lease cost $ 53,950 (a) Includes variable lease costs, which are immaterial Maturity of Lease Liabilities As of December 31, 2019 Operating Leases (a) Finance Leases (a) Total 2020 $ 50,819 $ 269 $ 51,088 2021 51,788 242 52,030 2022 52,812 179 52,991 2023 53,857 37 53,894 2024 53,843 14 53,857 After 2024 200,605 — 200,605 Total lease payments $ 463,724 $ 741 $ 464,465 Less: Interest (144,352 ) (65 ) (144,417 ) Present value of lease liabilities $ 319,372 $ 676 $ 320,048 (a) Operating and Finance lease payments exclude options to extend lease terms that are not reasonably certain of being exercised. The Company's future minimum lease commitments for continuing operations as of December 31, 2018, under Topic 840, predecessor to Topic 842, are as follows: As of December 31, 2018 Operating Leases (a) Finance Leases (a) Total 2019 $ 48,701 $ 454 $ 49,155 2020 49,595 174 49,769 2021 50,570 173 50,743 2022 51,587 127 51,714 2023 52,624 — 52,624 After 2023 245,225 — 245,225 Total lease payments $ 498,302 $ 928 $ 499,230 (a) Operating and Finance lease payments exclude option to extend lease terms that are not reasonably certain of being exercised. The measurement of right-of-use assets and lease liabilities requires the Company to estimate appropriate discount rates. To the extent the rate implicit in the lease is readily determinable, such rate is utilized. However, based on information available at lease commencement for the majority of our leases, the rate implicit in the lease is not known. In these instances, the Company utilizes an incremental borrowing rate, which represents the rate of interest that it would pay to borrow on a fully collateralized basis over a similar term. Lease Term and Discount Rate December 31, 2019 Weighted-average remaining lease term (years) Operating leases 8.81 Finance leases 3.00 Weighted-average discount rate Operating leases 8.9% Finance leases 6.1% Other Information Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 55,485 Operating cash flows for finance leases 48 Financing cash flows for finance leases 471 Acquisition of operating leases though adoption of Topic 842 389,403 Lease modification $ (48,877 ) |
Long-Term Debt, Interest Rate S
Long-Term Debt, Interest Rate Swap and Finance Lease Obligations | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt, Interest Rate Swap and Finance Lease Obligations | LONG-TERM DEBT, INTEREST RATE SWAP AND FINANCE LEASE OBLIGATIONS Long-term debt consists of the following: December 31, 2019 2018 Mortgage loan $ 49,743 $ 51,730 Acquisition loan 9,400 6,900 Revolver 14,000 15,000 Affiliated revolver 1,000 — 74,143 73,630 Plus finance lease obligations 857 928 Less current portion (3,498 ) (12,449 ) 71,502 62,109 Less deferred financing costs, net (865 ) (1,125 ) Long-term debt and finance lease obligation, net $ 70,637 $ 60,984 On February 26, 2016, the Company executed an Amended and Restated Credit Agreement (the "Credit Agreement") with a syndicate of banks, which consists of a $80,000 mortgage loan subsequently amended ("Amended Mortgage Loan") and a $52,250 revolver subsequently amended ("Amended Revolver"). The Amended Mortgage Loan and Amended Revolver both have a five -year maturity through February 26, 2021. The Amended Mortgage Loan consists of $67,500 term and $12,500 acquisition loan facilities. The Amended Mortgage Loan has a term of five years, with principal and interest payable monthly based on a 25 -year amortization. Interest on the term and acquisition loan facilities are based on LIBOR plus 4.0% and 4.75% , respectively. A portion of the Amended Mortgage Loan is effectively fixed at 5.79% pursuant to an interest rate swap with an initial notional amount of $30,000 . The Amended Mortgage Loan balance was $59,143 as of December 31, 2019 , consisting of $49,743 on the term loan facility with an interest rate of 5.75% and $9,400 on the acquisition loan facility with an interest rate of 6.5% . The Amended Mortgage Loan is secured by 15 owned nursing centers, related equipment and a lien on the accounts receivable of these centers. The Amended Mortgage Loan and the Amended Revolver are cross-collateralized and cross-defaulted. The Company’s Amended Revolver has an interest rate of LIBOR plus 4.0% and is secured by accounts receivable and is subject to limits on the maximum amount of loans that can be outstanding under the revolver based on borrowing base restrictions. As of December 31, 2019 , the Company's weighted average interest rate on long-term debt, including the impact of the interest rate swap, was approximately 5.86% . In connection with the sale of the Kentucky Properties the Company entered into the Sixth Amendment ("Sixth Revolver Amendment") to amend the Amended Revolver effective December 1, 2018. The Sixth Amendment decreased the Amended Revolver capacity from $52,250 to $42,250 . The Company also applied $4,947 of net proceeds from the sale of the Kentucky Properties to the outstanding borrowings under the Amended Revolver. Also effective December 1, 2018, the Company executed a Fourth Amendment (the "Fourth Term Amendment") to amend the Amended Mortgage Loan. The Company applied $11,100 and $2,100 of net proceeds from the sale of the Kentucky Properties to the term and acquisition loans, respectively. Additionally, the related acquisition loan availability was reduced by a reserve of $2,100 , and therefore, our borrowing capacity is $10,400 . For further discussion of the sale of the Kentucky centers, refer to Note 3, "Discontinued Operations." The Company is participating in the Texas Quality Incentive Payment Program ("QIPP"). Effective May 13, 2019, the Company entered into a Fifth Amendment (the “Fifth Term Amendment”) to amend the Amended Mortgage Loan to release the operators of three of the QIPP centers in Texas from the Amended Mortgage Loan and a Seventh Amendment (the “Seventh Revolver Amendment”) to amend the Amended Revolver to remove the operators of four of the QIPP centers in Texas from the Amended Revolver and to permanently reduce the amount available under the Amended Revolver by $2,000 . At the same time, the operators of these four facilities entered into a separate revolving loan (the "affiliated revolver") with the same syndicate of banks to provide for the temporary working capital requirements of the four QIPP centers. The affiliated revolver, which is guaranteed by the Company, has an initial capacity of $5,000 , which amount is reduced by $1,000 on each of January 1, 2020, April 1, 2020 and July 1, 2020. The affiliated revolver has the same maturity date as the Amended Revolver and the Amended Mortgage Loan of February 26, 2021. The affiliated revolver is cross-defaulted with the Amended Revolver and the Amended Mortgage Loan. For further discussion of the QIPP centers in Texas, refer to Note 2, "Business Development and Other Significant Transactions." As of December 31, 2019 , the Company had $1,000 borrowings outstanding under the affiliated revolver. The interest rate related to the affiliated revolver was 5.75% as of December 31, 2019 . The balance available for borrowing under the affiliated revolver was $339 at December 31, 2019 . As of December 31, 2019 , the Company had $15,000 in borrowings outstanding under its revolvers compared to $15,000 outstanding as of December 31, 2018 . The interest rate related to the revolvers was 5.75% as of December 31, 2019 . The outstanding borrowings on the revolvers were used primarily for temporary working capital requirements. Annual fees for letters of credit issued under the Amended Revolver are 3.0% of the amount outstanding. The Company has 4 letters of credit with a total value of $12,143 outstanding as of December 31, 2019 . Considering the balance of eligible accounts receivable, the letter of credit, the amounts outstanding under the revolvers and the maximum loan amount of $31,579 , the balance available for borrowing under the revolvers was $5,774 at December 31, 2019 . Our lending agreements contain various financial covenants, the most restrictive of which relate to fixed charge coverage ratios. We are in compliance with all such covenants at December 31, 2019 , exclusive of the minimum guarantor fixed charge coverage ratio related to the Amended Mortgage Loan and Amended Revolver, which was due to the exit from the State of Kentucky and the related impact on our operating activities. The Company obtained a waiver of this covenant from our syndicate of banks in connection with an amendment to its credit facility that was effective February 25, 2020. See Note 13, "Subsequent Events" to the consolidated financial statements for further discussion on the amended debt agreement. In connection with the Company's loan agreements, the Company recorded the following amounts related to deferred loan costs, with such costs classified as a reduction of the debt balances discussed above: 2019 2018 Write-off of deferred financing costs $ — $ 267 Deferred financing costs capitalized $ 333 $ 146 The deferred financing costs included in the long-term debt balances were $865 at December 31, 2019 and $1,125 at December 31, 2018 . Scheduled principal payments of long-term debt are as follows: 2020 $ 3,085 2021 71,058 Total $ 74,143 Interest Rate Swap Cash Flow Hedge As part of the debt agreements entered into in April 2013, the Company entered into an interest rate swap agreement with a member of the bank syndicate as the counterparty. The Company entered into the interest rate swap agreement to mitigate the variable interest rate risk on its outstanding mortgage borrowings. The Company designated its interest rate swap as a cash flow hedge and the effective portion of the hedge, net of taxes, is reflected as a component of other comprehensive income (loss). In conjunction with the aforementioned amendment to the Credit Agreement that occurred in February 2016, the Company retained the previously agreed upon interest rate swap modifying the terms of the swap to reflect the amended Credit Agreement. The Company redesignated the interest rate swap as a cash flow hedge. The interest rate swap agreement has the same effective date and maturity date as the Amended Mortgage Loan, and has an amortizing notional amount that was $26,785 as of December 31, 2019 . The interest rate swap agreement requires the Company to make fixed rate payments to the bank calculated on the applicable notional amount at an annual fixed rate of 5.79% while the bank is obligated to make payments to the Company based on LIBOR on the same notional amounts. The applicable guidance requires companies to recognize all derivative instruments as either assets or liabilities at fair value in a company's balance sheets. The Company assesses the effectiveness of its interest rate swap on a quarterly basis and at December 31, 2019 , the Company determined that the interest rate swap was effective. The interest rate swap valuation model indicated a net liability of $57 at December 31, 2019 . The fair value of the interest rate swap is included in “other noncurrent liabilities” on the Company's consolidated balance sheets. The liability related to the change in the interest rate swap included in accumulated other comprehensive income at December 31, 2019 is $44 , net of income tax benefit of $13 . As the Company's interest rate swap is not traded on a market exchange, the fair value is determined using a valuation model based on a discounted cash flow analysis. This analysis reflects the contractual terms of the interest rate swap agreement and uses observable market-based inputs, including estimated future LIBOR interest rates. The fair value of the Company's interest rate swap is the net difference in the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates and are observable inputs available to a market participant. The interest rate swap valuation is classified in Level 2 of the fair value hierarchy, in accordance with the FASB's guidance on Fair Value Measurements and Disclosures . Finance Lease Obligations Upon acquisition of some centers, we assumed certain leases, primarily related to equipment, that constitute finance leases. As a result, we have recorded the underlying lease liabilities and financed lease obligations of $857 and $928 as of December 31, 2019 and 2018 , respectively. These lease agreements provide three to five year terms. Scheduled payments of the financed lease obligations are as follows: 2020 $ 461 2021 242 2022 178 2023 37 2024 15 Total 933 Amounts related to interest (76 ) Principal payments on finance lease obligation $ 857 |
Shareholders' Equity, Stock Pla
Shareholders' Equity, Stock Plans and Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Shareholders' Equity, Stock Plans and Preferred Stock | SHAREHOLDERS' EQUITY, STOCK PLANS AND PREFERRED STOCK Stock Based Compensation Plans The Company follows the FASB's guidance on Stock Compensation to account for stock-based payments granted to employees and non-employee directors. Overview of Plans In June 2008, the Company adopted the Advocat Inc. 2008 Stock Purchase Plan for Key Personnel (“Stock Purchase Plan”). The Stock Purchase Plan provides for the granting of rights to purchase shares of the Company's common stock to directors and officers and 150 shares of the Company's common stock has been reserved for issuance under the Stock Purchase Plan. The Stock Purchase Plan allows participants to elect to utilize a specified portion of base salary, annual cash bonus, or director compensation to purchase restricted shares or restricted share units (“RSU's”) at 85% of the quoted market price of a share of the Company's common stock on the date of purchase. The restriction period under the Stock Purchase Plan is generally two years from the date of purchase and during which the shares will have the rights to receive dividends, however, the restricted share certificates will not be delivered to the shareholder and the shares cannot be sold, assigned or disposed of during the restriction period and are subject to forfeiture. In June 2016, our shareholders approved an amendment to the Stock Purchase Plan to increase the number of shares of our common stock authorized under the Plan from 150 shares to 350 shares. No grants can be made under the Stock Purchase Plan after April 25, 2028. In April 2010, the Compensation Committee of the Board of Directors adopted the 2010 Long-Term Incentive Plan (“2010 Plan”), followed by approval by the Company's shareholders in June 2010. The 2010 Plan allows the Company to issue stock appreciation rights, stock options and other share and cash based awards. In June 2017, our shareholders approved an amendment to the Long-Term Incentive Plan to increase the number of shares of our common stock authorized under the Plan from 380 shares to 680 shares. No grants can be made under the 2010 Plan after May 31, 2027. Equity Grants and Valuations During 2019 and 2018 , the Compensation Committee of the Board of Directors approved grants totaling approximately 151 and 90 , respectively, shares of restricted common stock to certain employees and members of the Board of Directors. These restricted shares vest one-third on the first, second and third anniversaries of the grant date. Unvested shares may not be sold or transferred. During the vesting period, dividends accrue on the restricted shares, but are paid in additional shares of common stock upon vesting, subject to the vesting provisions of the underlying restricted shares. The restricted shares are entitled to the same voting rights as other common shares. Upon vesting, all restrictions are removed. Our policy is to account for forfeitures of share-based compensation awards as they occur. The Company recorded non-cash stock-based compensation expense from continuing operations for equity grants and RSU's issued under the Plans of $573 , $1,127 , and $1,027 during the years ended December 31, 2019 , 2018 , and 2017 , respectively. Such amounts are included as components of general and administrative expense or operating expense based upon the classification of cash compensation paid to the related employees. As of December 31, 2019 , there was $406 in unrecognized compensation costs related to stock-based compensation to be recognized over the applicable remaining vesting periods. The Company estimated the total recognized and unrecognized compensation for all options and SOSARs using the Black-Scholes-Merton equity grant valuation model. Restricted stock awards are valued using the market price on the grant date. The table below shows the weighted average assumptions the Company used to develop the fair value estimates under its option valuation model: Year Ended December 31, 2019 2018 2017 Expected volatility (range) N/A (1) 47%-49% N/A (1) Risk free interest rate (range) N/A (1) 2.68%-2.75% N/A (1) Expected dividends N/A (1) 2.70% N/A (1) Weighted average expected term (years) N/A (1) 6 N/A (1) ___________ (1) The Company did not issue any options or other equity grants that would require application of the Black-Scholes-Merton equity grant valuation model during the years ended December 31, 2019 and 2017. All equity grants during these periods were restricted common shares which are valued using an intrinsic valuation method based on market price. In computing the fair value estimates using the Black-Scholes-Merton valuation model, the Company took into consideration the exercise price of the equity grants and the market price of the Company's stock on the date of grant. The Company used an expected volatility that equals the historical volatility over the most recent period equal to the expected life of the equity grants. The risk free interest rate is based on the U.S. treasury yield curve in effect at the time of grant. The Company used the expected dividend yield at the date of grant, reflecting the level of annual cash dividends currently being paid on its common stock. In computing the fair value of these equity grants, the Company estimated the equity grants' expected term based on the average of the vesting term and the original contractual terms of the grants. The table below describes the resulting weighted average grant date fair values calculated as well as the intrinsic value of options exercised under the Company's equity awards during each of the following years: Year Ended December 31, 2019 (1) 2018 2017 (1) Weighted average grant date fair value $ — $ 3.05 $ — Total intrinsic value of exercises $ 3 $ 115 $ 2 ___________ (1) The Company did not issue any options or other equity grants that would require application of the Black-Scholes-Merton equity grant valuation model during the years ended December 31, 2019 and 2017. All equity grants during this period were restricted common shares which are valued using an intrinsic valuation method based on market price. The following table summarizes information regarding stock options and SOSAR grants outstanding as of December 31, 2019 : Weighted Average Intrinsic Intrinsic Range of Exercise Grants Value-Grants Grants Value-Grants Exercise Prices Prices Outstanding Outstanding Exercisable Exercisable $8.14 to $10.21 $ 8.83 45 $ — 35 $ — $5.45 to $5.86 $ 5.71 31 $ — 31 $ — 76 66 As of December 31, 2019 , the outstanding equity grants have a weighted average remaining life of 5.14 years and those outstanding equity grants that are exercisable have a weighted average remaining life of 4.7 years. During the year ended December 31, 2019 , approximately 2 stock option and SOSAR grants were exercised under these plans. All of the equity grants exercised were net settled. The net payments from equity grants exercised in 2019 was $41 . Summarized activity of the equity compensation plans is presented below: Weighted SOSARs/ Average Options Exercise Price Outstanding, December 31, 2018 122 $ 7.29 Granted — — Exercised (2 ) 2.37 Expired or cancelled (44 ) 7.06 Outstanding, December 31, 2019 76 $ 7.55 Exercisable, December 31, 2019 66 $ 7.46 Weighted Average Restricted Grant Date Shares Fair Value Outstanding, December 31, 2018 120 $ 8.77 Granted 151 3.93 Dividend Equivalents — — Vested (57 ) 8.91 Cancelled (7 ) 5.97 Outstanding, December 31, 2019 207 $ 5.28 Summarized activity of the Restricted Share Units for the Stock Purchase Plan is as follows: Weighted Average Restricted Grant Date Share Units Fair Value Outstanding, December 31, 2018 43 $ 9.26 Granted 36 3.93 Dividend Equivalents — — Vested (31 ) 9.54 Cancelled — — Outstanding December 31, 2019 48 $ 5.08 Preferred Stock The Company is authorized to issue up to 195 shares of Preferred Stock. The Company's Board of Directors is authorized to establish the terms and rights of each series, including the voting powers, designations, preferences, and other special rights, qualifications, limitations, or restrictions thereof. |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | NET LOSS PER COMMON SHARE Information with respect to the calculation of basic and diluted net income (loss) per common share is presented below: Years Ended December 31, 2019 2018 2017 Numerator: Loss: Loss from continuing operations $ (27,474 ) $ (11,264 ) $ (9,748 ) Income (loss) from discontinued operations, net of income taxes (8,589 ) 3,868 4,921 Net loss $ (36,063 ) $ (7,396 ) $ (4,827 ) Denominator: Basic Weighted Average Common Shares Outstanding: 6,459 6,372 6,279 Basic net loss per common share Loss from continuing operations $ (4.25 ) $ (1.77 ) $ (1.55 ) Income (loss) from discontinued operations Operating income (loss), net of taxes (1.33 ) 0.61 0.78 Discontinued operations, net of taxes (1.33 ) 0.61 0.78 Basic net loss per common share $ (5.58 ) $ (1.16 ) $ (0.77 ) 2019 2018 2017 Numerator: Loss from continuing operations $ (27,474 ) $ (11,264 ) $ (9,748 ) Income (loss) from discontinued operations, net of income taxes (8,589 ) 3,868 4,921 Net loss $ (36,063 ) $ (7,396 ) $ (4,827 ) Basic weighted average common shares outstanding 6,459 6,372 6,279 Denominator: Diluted Weighted Average Common Shares Outstanding: 6,459 6,372 6,279 Diluted net loss per common share Loss from continuing operations $ (4.25 ) $ (1.77 ) $ (1.55 ) Income (loss) from discontinued operations Operating income (loss), net of taxes (1.33 ) 0.61 0.78 Discontinued operations, net of taxes (1.33 ) 0.61 0.78 Diluted net loss per common share $ (5.58 ) $ (1.16 ) $ (0.77 ) The dilutive effects of the Company's stock options, SOSARs, Restricted Shares and Restricted Share Units are included in the computation of diluted income per common share during the periods they are considered dilutive. The following table reflects the weighted average outstanding SOSARs and Options that were excluded from the computation of diluted earnings per share, as they would have been anti-dilutive: 2019 2018 2017 SOSARs/Options Excluded 76,000 114,000 45,000 The weighted average common shares for basic and diluted earnings for common shares was the same due to the losses in 2019, 2018 and 2017. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Overview Effective January 1, 2018, the Tax Act reduced the corporate rate from 35% to 21%. The Company has adopted ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraph Pursuant to SEC Staff Accounting Bulletin No. 118 (SAB 118), which allows the Company to record provisional amounts during the period of enactment. Any change to the provisional amounts are recorded as an adjustment to the provision for income taxes in the period the amounts are determined. During the year ended December 31, 2017, the company recognized a provisional net deferred income tax expense of $5,476 to reflect the revaluation of the Company’s net deferred tax assets based on the U.S. federal tax rate of 21%. In accordance with SAB 118, the Tax Act related income tax effects that were initially reported as provisional estimates were refined as additional analysis was performed. The provision (benefit) for income taxes on continuing operations for the years ended December 31, 2019 , 2018 and 2017 is summarized as follows: Year Ended December 31, 2019 2018 2017 Current provision (benefit) : Federal $ 197 $ (143 ) $ 272 State 76 (412 ) 222 273 (555 ) 494 Deferred provision (benefit): Federal 12,439 (529 ) 2,544 State 2,982 (397 ) (504 ) 15,421 (926 ) 2,040 Provision (benefit) for income taxes of continuing operations $ 15,694 $ (1,481 ) $ 2,534 A reconciliation of taxes computed at statutory income tax rates on income (loss) from continuing operations is as follows: Year Ended December 31, 2019 2018 2017 Provision (benefit) for federal income taxes at statutory rates $ (2,469 ) $ (2,676 ) $ (2,453 ) Provision (benefit) for state income taxes, net of federal benefit (106 ) (564 ) 322 Valuation allowance changes affecting the provision for income taxes 19,002 (147 ) (498 ) Employment tax credits (210 ) (49 ) (173 ) Nondeductible expenses 122 1,899 401 Stock based compensation expense 80 15 (29 ) Effect of Tax Cuts and Jobs Creation Act — — 4,514 Rate actualization (1,349 ) — (36 ) Other 624 41 486 Provision (benefit) for income taxes of continuing operations $ 15,694 $ (1,481 ) $ 2,534 Deferred Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets are reduced by a valuation allowance if, based upon the weight of available evidence, it is more likely than not that we will realize only some portion of the deferred tax assets. The net deferred tax assets and liabilities, at the respective income tax rates, are as follows: December 31, 2019 2018 Deferred tax assets (liabilities): Net operating loss and other carryforwards $ 859 $ 324 Credit carryforwards 3,118 2,878 Accounts receivable 4,852 4,570 Prepaid expenses (1,015 ) (1,022 ) Interest rate limitation 971 148 Right-of-use lease 2,351 — Depreciation 1,863 1,318 Tax goodwill and intangibles (1,066 ) (1,079 ) Stock-based compensation 183 197 Accrued liabilities 504 896 Accrued rent 380 1,914 Kentucky and Kansas acquisition costs — 3 Impairment of long-lived assets 176 191 Interest rate swap (4 ) (152 ) Hedge Ineffectiveness (155 ) (168 ) Noncurrent self-insurance liabilities 6,363 5,997 Restitution 2,445 — Other 30 64 21,855 16,079 Less valuation allowance (21,855 ) (228 ) $ — $ 15,851 Deferred Tax Valuation Allowance The assessment of the amount of value assigned to our deferred tax assets under the applicable accounting standards is highly judgmental. We are required to consider all available positive and negative evidence in evaluating the likelihood that we will be able to realize the benefit of our deferred tax assets in the future. Such evidence includes scheduled reversals of deferred tax assets and liabilities, projected future taxable income, tax-planning strategies, and the results of recent operations. Since this evaluation requires consideration of historical and future events, there is significant judgment involved, and our conclusion could be materially different should certain of our expectations not transpire. When assessing all available evidence, we consider the weight of the evidence, both positive and negative, based on the objectivity of the underlying evidence and the extent to which it can be verified. For the three-year period ended December 31, 2019 , the Company has a cumulative pre-tax loss from continuing operations of $31,739 , which includes $11,780 of loss attributable to the year ended December 31, 2019 . Additionally, the Company recognized governmental and regulatory changes have put downward revenue pressure on the long-term care industry as a piece of negative evidence in the analysis. In 2019 and 2018 combined, the Company recognized a total expense of $9.5 million related to the CID settlement. Additionally, in 2017 it recorded an additional $5.5 million of income tax expense related to the revaluation of deferred tax assets in accordance with the Tax Cuts and Jobs Act. Because of these items and other financial results, the Company entered a cumulative loss for the 36 preceding months ended June 30, 2019 and performed a thorough assessment of the available positive and negative evidence in order to ascertain whether it is more likely than not that in future periods the Company will generate sufficient pre-tax income to utilize all of its federal deferred tax assets and its net operating loss and other carryforwards and credits. The Company also identified several pieces of positive evidence that were considered and weighed in the analysis performed regarding the valuation of deferred tax assets. The evidence included the termination of operations for 10 nursing facilities in Kentucky completed in the third quarter of 2019, the related corporate and regional restructuring and other cost saving initiatives already in process. The evidence also included consideration of participation in revenue incentive programs that are expected to generate additional revenue, the long-term expiration dates of a majority of the net operating losses and credits, and the Company’s history of not having carryforwards or credits expire unutilized. In performing the analysis, the Company contemplated utilization of the recorded deferred tax assets under multiple scenarios. After consideration of these factors, the Company determined that a full valuation allowance of $20.0 million was necessary as of June 30, 2019. As of December 31, 2019 , the Company has a valuation allowance in the amount of $21.9 million . The Company will continue to periodically assess the realizability of its future deferred tax assets. At December 31, 2019 , the Company had $8,655 of federal net operating losses, which expire at various dates beginning in 2020. The use of a portion of these loss carryforwards is limited by change in ownership provisions of the Federal tax code to a maximum of approximately $3,336 . The Company has reduced the deferred tax asset and the corresponding valuation allowances for net operating loss deductions permanently lost as a result of the change in ownership provisions. Under the Work Opportunity Tax Credit ("WOTC") program, the Company recorded $210 , $64 and $210 in Work Opportunity Tax Credits during 2019 , 2018 and 2017 , respectively. The Company is not currently under examination by any major income tax jurisdiction. During 2019, the statutes of limitations lapsed on the Company's 2015 Federal tax year and certain 2014 and 2015 state tax years. The Company does not believe the Federal or state statute lapses or any other event will significantly impact the balance of unrecognized tax benefits in the next twelve months. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Lease Commitments The Company is committed under long-term operating leases with various expiration dates and varying renewal options. Under these lease agreements, the Company's lease payments are subject to periodic annual escalations as described below and in Note 1, "Business and Summary of Significant Accounting Policies". Total lease expense for continuing operations was $52,990 , $49,231 and $48,248 for 2019 , 2018 and 2017 , respectively. The accrued liability related to straight line rent was $9,325 and $6,877 at December 31, 2019 and 2018 , respectively, and is recorded as an offset to the right-of-use asset on the accompanying consolidated balance sheets. Omega Master Lease On October 1, 2018, the Company entered into a New Master Lease Agreement (the "Omega Master Lease") with Omega Healthcare Investors (the "Lessor") to lease 34 centers currently owned by Omega and operated by Diversicare. The old Master Lease with Omega provided for its operation of 23 skilled nursing centers in Texas, Kentucky, Alabama, Tennessee, Florida, and Ohio. Additionally, Diversicare operates 11 centers owned by Omega, previously under separate leases in Missouri, Kentucky, Indiana, and Ohio. The Omega Master Lease entered into by Diversicare and Omega consolidated the leases for all 34 centers under one New Master Lease. The Omega Master Lease has an initial term of twelve years with the option of two ten year extensions at the Company's election. The Omega Master Lease has annual rent escalators of 2.15% beginning on October 1, 2019. On August 30, 2019, the Company terminated operations of 10 centers in Kentucky and concurrently transferred operations to a new operator. The agreement effectively amended the Master Lease Agreement with Omega Healthcare Investors to remove the 10 Kentucky facilities, reduce the annual rent expense, and release the Company from any further obligations arising under the Master Lease Agreement with respect to the Kentucky facilities. The remaining Lease terms remain unchanged with an initial term of twelve years and two optional 10 -year extensions. The annual lease fixed escalator remains at 2.15% beginning on October 1, 2019. Under generally accepted accounting principles, the Company is required to report these scheduled rent increases on a straight line basis over the term of the lease. These scheduled increases had no effect on cash rent payments at the start of the lease term and only result in additional cash outlay as the annual increases take effect each year. The Omega Master Lease requires the Company to fund annual capital expenditures related to the leased centers at an amount currently equal to four-hundred dollars per licensed bed. These amounts are subject to adjustment for increases in the Consumer Price Index. The Company is in compliance with the capital expenditure requirements. Total required capital expenditures during the remaining lease term are $12,294 . These capital expenditures are being depreciated on a straight-line basis over the shorter of the asset life or the appropriate lease term. Upon expiration of the Omega Master Lease or in the event of a default under the Omega Master Lease, the Company is required to transfer all of the leasehold improvements, equipment, furniture and fixtures of the leased centers to Omega. The assets to be transferred to Omega are being amortized on a straight-line basis over the shorter of the remaining lease term, excluding the renewal options, or estimated useful life, and will be fully depreciated upon the expiration of the lease. All of the equipment, inventory and other related assets of the centers leased pursuant to the Omega Master Lease have been pledged as security under the Omega Master Lease. In addition, the Company has a letter of credit of $5,332 as a security deposit for the Company's leases with Omega, as described in Note 7, "Long-term Debt, Interest Rate Swap and Finance Lease Obligations". Golden Living Master Lease The Company leases 20 nursing centers from Golden Living. On October 1, 2016, the Company and Golden Living entered into a Master Lease ("Golden Living Lease") agreement to lease eight centers located in Mississippi. On November 1, 2016, the Company and Golden Living entered into an Amended and Restated Master Lease ("Amended Lease") to extend the term of its centers leased from Golden Living and lease an additional twelve centers located in Alabama. The Amended Lease is triple net and has an initial term of ten years with two separate five year options to extend the term. Base rent for the amended lease is $24,675 for the first year and escalates 2% annually thereafter. Under generally accepted accounting principles, the Company is required to report these scheduled rent increases on a straight line basis over the term of the lease including the 10 year term of the renewal period. These scheduled increases had no effect on cash rent payments at the start of the lease term and only result in additional cash outlay as the annual increases take effect each year. The Golden Living Lease requires the Company to fund annual capital expenditures related to the leased centers at an amount currently equal to five hundred and twenty dollars per licensed bed. These amounts are subject to adjustment for increases in the Consumer Price Index. The Company is in compliance with the capital expenditure requirements. Total required capital expenditures during the remaining lease term and renewal options are $6,404 . These capital expenditures are being depreciated on a straight-line basis over the shorter of the asset life or the appropriate lease term. Upon expiration of the Golden Living Lease or in the event of a default under the Golden Living Lease , the Company is required to transfer all of the leasehold improvements, equipment, furniture and fixtures of the leased centers to Golden Living. The assets to be transferred to Golden Living are being amortized on a straight-line basis over the shorter of the remaining lease term or estimated useful life, and will be fully depreciated upon the expiration of the lease. All of the equipment, inventory and other related assets of the center leased pursuant to the Golden Living Lease have been pledged as security under the Golden Living Lease. In addition, the Company has a letter of credit of $6,481 as a security deposit for the Company's leases with Golden Living, as described in Note 7, "Long-term Debt, Interest Rate Swap and Finance Lease Obligations". Insurance Matters Professional Liability and Other Liability Insurance The Company has professional liability insurance coverage for its nursing centers that, based on historical claims experience, is likely to be substantially less than the claims that are expected to be incurred. Effective July 1, 2013, the Company established a wholly-owned, offshore limited purpose insurance subsidiary, SHC Risk Carriers, Inc. (“SHC”), to replace some of the expiring commercial policies. SHC covers losses up to specified limits per occurrence. All of the Company's nursing centers in Florida and Tennessee are now covered under the captive insurance policies along with most of the nursing centers in Alabama, Kentucky, and Texas. The insurance coverage provided for these centers under the SHC policy includes coverage limits of at least $1,000 per medical incident with a sublimit per center of $3,000 and total annual aggregate policy limits of $5,000 . All other centers within the Company’s portfolio are covered through various commercial insurance policies which provide similar coverage limits per medical incident, per location, and on an aggregate basis for covered centers. The deductibles for these policies vary in amount are covered through the insurance subsidiary. The Company follows the FASB Accounting Standards Update, “Presentation of Insurance Claims and Related Insurance Recoveries,” that clarifies that a health care entity should not net insurance recoveries against a related professional liability claim and that the amount of the claim liability should be determined without consideration of insurance recoveries. Accordingly, the estimated insurance recovery receivables are included within "Other Current Assets" on the Consolidated Balance Sheet. As of December 31, 2019 and 2018 , there are $1,011 and $5,478 , respectively, estimated insurance recovery receivables. Reserve for Estimated Self-Insured Professional Liability Claims Because the Company’s actual liability for existing and anticipated professional liability and general liability claims will likely exceed the Company’s limited insurance coverage, the Company has recorded total liabilities for reported and estimated future claims of $27,390 and $27,201 as of December 31, 2019 and 2018 , respectively. This accrual includes estimates of liability for incurred but not reported claims, estimates of liability for reported but unresolved claims, actual liabilities related to settlements, including settlements to be paid over time, and estimates of legal costs related to these claims. All losses are projected on an undiscounted basis and are presented without regard to any potential insurance recoveries. Amounts are added to the accrual for estimates of anticipated liability for claims incurred during each period, and amounts are deducted from the accrual for settlements paid on existing claims during each period. The Company evaluates the adequacy of this liability on a quarterly basis. Semi-annually, the Company retains a third-party actuarial firm to assist in the evaluation of this reserve. Since May 2012, the actuary has assisted management in the preparation of the appropriate accrual for incurred but not reported general and professional liability claims based on data furnished as of May 31 and November 30 of each year. The actuary primarily utilizes historical data regarding the frequency and cost of the Company’s past claims over a multi-year period, industry data and information regarding the number of occupied beds to develop its estimates of the Company’s ultimate professional liability cost for current periods. On a quarterly basis, the Company obtains reports of asserted claims and lawsuits incurred. These reports, which are provided by the Company’s insurers and a third party claims administrator, contain information relevant to the actual expense already incurred with each claim as well as the third-party administrator’s estimate of the anticipated total cost of the claim. This information is reviewed by the Company quarterly and provided to the actuary semi-annually. Based on the Company’s evaluation of the actual claim information obtained, the semi-annual estimates received from the third-party actuary, the amounts paid and committed for settlements of claims and on estimates regarding the number and cost of additional claims anticipated in the future, the reserve estimate for a particular period may be revised upward or downward on a quarterly basis. Any increase in the accrual decreases results of operations in the period and any reduction in the accrual increases results of operations during the period. The Company’s cash expenditures for self-insured professional liability costs were $4,578 , $6,540 , and $6,593 for the years ended December 31, 2019 , 2018 and 2017 , respectively. Although the Company adjusts its accrual for professional and general liability claims on a quarterly basis and retains a third-party actuarial firm semi-annually to assist management in estimating the appropriate accrual, professional and general liability claims are inherently uncertain, and the liability associated with anticipated claims is very difficult to estimate. Professional liability cases have a long cycle from the date of an incident to the date a case is resolved, and final determination of the Company’s actual liability for claims incurred in any given period is a process that takes years. As a result, the Company’s actual liabilities may vary significantly from the accrual, and the amount of the accrual has and may continue to fluctuate by a material amount in any given period. Each change in the amount of this accrual will directly affect the Company’s reported earnings and financial position for the period in which the change in accrual is made. Other Insurance With respect to workers' compensation insurance, substantially all of our employees are covered under either a prefunded deductible policy or state-sponsored program. The Company has been and remains a non-subscriber to the Texas workers’ compensation system and is, therefore, completely self-insured for employee injuries with respect to its Texas operations. From June 30, 2003 until June 30, 2007, the Company’s workers’ compensation insurance programs provided coverage for claims incurred with premium adjustments depending on incurred losses. For the period from July 1, 2008 through December 31, 2019, the Company is covered by a prefunded deductible policy. Under this policy, the Company is self-insured for the first $500 per claim, subject to an aggregate maximum of $3,000 . The Company funds a loss fund account with the insurer to pay for claims below the deductible. The Company accounts for premium expense under this policy based on its estimate of the level of claims subject to the policy deductibles expected to be incurred. The liability for workers’ compensation claims is $921 and $618 at December 31, 2019 and 2018 , respectively. The Company has a non-current receivable for workers’ compensation policies covering previous years of $1,575 and $1,258 as of December 31, 2019 and 2018 , respectively. The non-current receivable is a function of payments paid to the Company’s insurance carrier in excess of the estimated level of claims expected to be incurred. As of December 31, 2019 , the Company is self-insured for health insurance benefits for certain employees and dependents for amounts up to $200 per individual annually. The Company provides reserves for the settlement of outstanding self-insured health claims at amounts believed to be adequate. The liability for reported claims and estimates for incurred but unreported claims is $1,810 and $1,396 at December 31, 2019 and 2018 , respectively. The differences between actual settlements and reserves are included in expense in the period finalized. Employment Agreements The Company has employment agreements with certain members of management that provide for the payment to these members of amounts up to 2.0 times their annual salary in the event of a termination without cause, a constructive discharge (as defined in each employee agreement), or upon a change in control of the Company (as defined in each employee agreement). The maximum contingent liability under these agreements is $1,692 as of December 31, 2019 . The terms of such agreements are from 1 to 3 years and automatically renew for 1 year if not terminated by the employee or the Company. No amounts have been accrued for these contingent liabilities for members of management the Company currently employs. Health Care Industry and Legal Proceedings The provision of health care services entails an inherent risk of liability. Participants in the health care industry are subject to lawsuits alleging malpractice, violations of false claims acts, product liability, or related legal theories, many of which involve large claims and significant defense costs. Like many other companies engaged in the long-term care profession in the United States, we have numerous pending liability claims, disputes and legal actions for professional liability and other related issues. Further, as with all health care providers, we are periodically subject to regulatory actions seeking fines and penalties for alleged violations of health care laws and are potentially subject to the increased scrutiny of regulators for issues related to compliance with health care fraud and abuse laws and with respect to the quality of care provided to residents of our center. Like other health care providers, in the ordinary course of our business, we are also subject to claims made by employees and other disputes and litigation arising from the conduct of our business. As of December 31, 2019 , we are engaged in 95 professional liability lawsuits, of which 46 relate to centers we no longer operate, which are reserved for as discussed above. Twenty-three lawsuits are currently scheduled for trial or arbitration during the next twelve months, and it is expected that additional cases will be set for trial or hearing. The ultimate results of any of our professional liability claims and disputes cannot be predicted. We have limited, and sometimes no, professional liability insurance with regard to most of these claims. A significant judgment entered against us in one or more of these legal actions could have a material adverse impact on our financial position and cash flows. In February 2020, the Company entered into a settlement agreement with the U.S. Department of Justice and the State of Tennessee of actions alleging violations of the federal False Claims Act in connection with our provision of therapy and the completion of certain resident admission forms. This settlement of $9,500 resolved an investigation that had begun in 2012 and covers the time period from January 1, 2010 through December 31, 2015. This agreement requires an initial payment of $500 within ten days of the effective date, which was February 14, 2020, and material annual payments for a period of five years thereafter ending in February 2025, and also requires a contingent payment in the event the Company sells any of its owned facilities during the five year payment period. Failure to make timely any of these payments could result in rescission of the settlement and result in the government having a very large claim against us, including penalties, and/or make us ineligible to participate in certain government funded healthcare programs, any of which could in turn significantly harm our business and financial condition. In conjunction with the settlement of the government investigation related to our therapy practices, the Company entered into a corporate integrity agreement with the Office of the Inspector General of CMS. This agreement has a term of five years and imposes material burdens on the Company, its officers and directors to take actions designed to insure compliance with applicable healthcare laws, including requirements to maintain specific compliance positions within the Company, to report any non-compliance with the terms of the agreement, to return any overpayments received, to submit annual reports and for an annual audit of submitted claims by an independent review organization. The CIA sets forth penalties for non-compliance by the Company with the terms of the agreement, including possible exclusion from federally funded healthcare programs for material violations of the agreement. In January 2009, a purported class action complaint was filed in the Circuit Court of Garland County, Arkansas against the Company and certain of its subsidiaries and Garland Nursing & Rehabilitation Center (the “Center”). The complaint alleges that the defendants breached their statutory and contractual obligations to the patients of the Center over the five -year period prior to the filing of the complaints. The lawsuit remains in its early stages and has not yet been certified by the court as a class action. The Company intends to defend the lawsuit vigorously. We cannot currently predict with certainty the ultimate impact of any of the above cases on our financial condition, cash flows or results of operations. Our reserve for professional liability expenses does not include the amounts that will be owed under the settlement agreement with the DOJ and State of Tennessee or the purported class action against the Arkansas centers. An unfavorable outcome in any of these lawsuits or any of our professional liability actions, any regulatory action, any investigation or lawsuit alleging violations of fraud and abuse laws or of elderly abuse laws or any state or Federal False Claims Act case could subject us to fines, penalties and damages, including exclusion from the Medicare or Medicaid programs, and could have a material adverse impact on our financial condition, cash flows or results of operations. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Selected quarterly financial information for each of the quarters in the years ended December 31, 2019 and 2018 is as follows: Quarter 2019 First Second Third Fourth Patient revenues, net $ 117,550 $ 117,967 $ 118,630 $ 120,873 Professional liability expense (1) 1,851 1,594 1,737 1,814 Loss from continuing operations (1,574 ) (22,616 ) (1,916 ) (1,368 ) Loss from discontinued operations (1,772 ) (1,980 ) (2,958 ) (1,879 ) Net loss (2) $ (3,346 ) $ (24,596 ) $ (4,874 ) $ (3,247 ) Basic net loss per common share: Loss from continuing operations $ (0.24 ) $ (3.49 ) $ (0.30 ) $ (0.22 ) Loss from discontinued operations (0.28 ) (0.31 ) (0.45 ) (0.29 ) Net loss per common share $ (0.52 ) $ (3.80 ) $ (0.75 ) $ (0.51 ) Diluted net loss per common share: Loss from continuing operations $ (0.24 ) $ (3.49 ) $ (0.30 ) $ (0.22 ) Loss from discontinued operations (0.28 ) (0.31 ) (0.45 ) (0.29 ) Net loss per common share $ (0.52 ) $ (3.80 ) $ (0.75 ) $ (0.51 ) (1) The Company's quarterly results are significantly affected by the amounts recorded for professional liability expense, as discussed further in Note 11, "Commitments and Contingencies". The amount of expense recorded for professional liability in each quarter of 2019 is set forth in the table above. (2) The loss in the second quarter of 2019 is inclusive of a full valuation allowance of $20.0 million . Quarter 2018 First Second Third Fourth Patient revenues, net $ 119,043 $ 119,327 $ 119,036 $ 118,716 Professional liability expense (1) 1,539 1,755 1,604 1,600 Loss from continuing operations (738 ) (327 ) (7,512 ) (2,687 ) Income from discontinued operations 635 17 114 3,102 Net income (loss) $ (103 ) $ (310 ) $ (7,398 ) $ 415 Basic net income (loss) per common share: Loss from continuing operations $ (0.12 ) $ (0.05 ) $ (1.18 ) $ (0.42 ) Income from discontinued operations 0.11 — 0.02 0.48 Net income (loss) per common share $ (0.01 ) $ (0.05 ) $ (1.16 ) $ 0.06 Diluted net income (loss) per common share: Loss from continuing operations $ (0.12 ) $ (0.05 ) $ (1.18 ) $ (0.42 ) Income from discontinued operations 0.11 — 0.02 0.48 Net income (loss) per common share $ (0.01 ) $ (0.05 ) $ (1.16 ) $ 0.06 (1) The Company's quarterly results are significantly affected by the amounts recorded for professional liability expense, as discussed further in Note 11, "Commitments and Contingencies". The amount of expense recorded for professional liability in each quarter of 2018 is set forth in the table above. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Debt Amendment Effective February 25, 2020, the Company entered into a Sixth Amendment to amend the Amended Mortgage Loan, an Eighth Amendment to amend the Amended Revolver and a First Amendment to the affiliated revolver. The amendments extend the maturity date of the facilities to September 30, 2021. Also, in connection with these amendments, the Company obtained a waiver from our syndicate of banks for the minimum guarantor fixed charge coverage ratio covenant applicable to the Amended Mortgage Loan and the Amended Revolver for the period ending December 31, 2019 and made certain changes to the financial covenants of these loan agreements, as follows. Pursuant to the amendments, the Company’s Fixed Charge Coverage Ratio, as defined under the Amended Mortgage Loan and the Amended Revolver, should not be less than 1.01 to 1.00, for the Fiscal Quarter (i) ending March 31, 2020, measured on the last day of the applicable Fiscal Quarter on a trailing three month basis, (ii) ending June 30, 2020, measured on the last day of the applicable Fiscal Quarter on a trailing six month basis, (iii) ending September 30, 2020, measured on the last day of the applicable Fiscal Quarter on a trailing nine month basis, and (iv) ending December 31, 2020 and for each Fiscal Quarter thereafter, each measured on the last day of the applicable Fiscal Quarter on a trailing twelve month basis. The minimum Adjusted EBITDA should not be less than (i) $9,500,000 for the Fiscal Quarter ending December 31, 2019 on a trailing Twelve month basis, (ii) $3,250,000 for the Fiscal Quarter ending March 31, 2020, measured on the last day of the applicable Fiscal Quarter on a trailing three month basis, (iii) $6,500,000 for the Fiscal Quarter ending June 30, 2020, measured on the last day of the applicable Fiscal Quarter on a trailing six month basis, (iv) $9,750,000 for the Fiscal Quarter ending September 30, 2020, measured on the last day of the applicable Fiscal Quarter on a trailing nine month basis, and (v) $13,000,000 for the Fiscal Quarter ending December 31, 2020 and for each Fiscal Quarter thereafter, each measured on the last day of the applicable Fiscal Quarter on a trailing twelve month basis. Civil Investigative Demand Effective February 14, 2020, the Company entered into a settlement agreement in the amount of $9.5 million with the U.S. Department of Justice and the State of Tennessee of actions alleging violations of the federal False Claims Act in connection with our provision of therapy and the completion of certain resident admission forms. This settlement resolved an investigation that had begun in 2012 and covers the time period from January 1, 2010 through December 31, 2015. This agreement requires material annual payments for a period of five years ending in February 2025 and also requires a contingent payment in the event the Company sells any of its owned facilities during the five year payment period. Failure to make timely any of these payments could result in rescission of the settlement and result in the government having a very large claim against us, including penalties, and/or make us ineligible to participate in certain government funded healthcare programs, any of which could in turn significantly harm our business and financial condition. In conjunction with the settlement of the government investigation related to our therapy practices, we entered into a corporate integrity agreement with the Office of the Inspector General of CMS. This agreement has a term of five years and imposes material burdens on the Company, its officers and directors to take actions designed to insure compliance with applicable healthcare laws, including requirements to maintain specific compliance positions within the Company, to report any non-compliance with the terms of the agreement, to return any overpayments received, to submit annual reports and for an annual audit of submitted claims by an independent review organization. The CIA sets forth penalties for non-compliance by the Company with the terms of the agreement, including possible exclusion from federally funded healthcare programs for material violations of the agreement. |
Schedule II - Valuation of Qual
Schedule II - Valuation of Qualifying Accounts of Continuing Operations | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION OF QUALIFYING ACCOUNTS OF CONTINUING OPERATIONS | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS OF CONTINUING OPERATIONS (in thousands) Description Balance at Beginning of Period Impact of ASC 606 Adoption (1) Additions Charged to Costs and Expenses Deductions Balance at End of Period Year ended December 31, 2019: Allowance for doubtful accounts $— $— $— $— $— Year ended December 31, 2018: Allowance for doubtful accounts $14,235 $(14,235) $— $— $— Year ended December 31, 2017: Allowance for doubtful accounts $10,326 $— $8,958 $(5,049) $14,235 (1) Subsequent to the adoption of ASC 606 on January 1 2018, the allowance for doubtful accounts related to bad debt expense has been incorporated as an implicit price concession factored into net revenue and accounts receivable. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (in thousands) Column A Column B Column C Column D Column E Additions Deductions Description Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts (2) Other Payments (1) Balance at End of Period Year ended December 31, 2019: Professional Liability Reserve $27,201 $10,435 $— $(3,020) $(7,226) $27,390 Workers Compensation $618 $400 $— $— $(97) $921 Health Insurance $1,396 $16,733 $— $— $(16,319) $1,810 Year ended December 31, 2018: Professional Liability Reserve $20,057 $8,865 $— $5,475 $(7,196) $27,201 Workers Compensation $867 $(18) $— $— $(231) $618 Health Insurance $1,326 $14,369 $— $— $(14,299) $1,396 Year ended December 31, 2017: Professional Liability Reserve $19,977 $7,935 $— $— $(7,855) $20,057 Workers Compensation $171 $995 $— $— $(299) $867 Health Insurance $1,019 $13,769 $— $— $(13,462) $1,326 (1) Payments for the Professional Liability Reserve include amounts paid for claims settled during the period as well as payments made under structured arrangements for claims settled in earlier periods. (2) The Company has presented the results of certain divestiture and lease termination transactions as discontinued operations. The amounts charged to Other Accounts represent the amounts charged to discontinued operations. DIVERSICARE HEALTHCARE SERVICES, INC. AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS OF CONTINUING OPERATIONS (in thousands) Description Balance at Beginning of Period Additions Charged to Costs and Expenses (1) Deductions Balance at End of Period Year ended December 31, 2019: Deferred Tax Valuation Allowance $228 $21,657 $— $21,885 Year ended December 31, 2018: Deferred Tax Valuation Allowance $377 $— $(149) $228 Year ended December 31, 2017: Deferred Tax Valuation Allowance $732 $— $(355) $377 (1) The Company initially recorded a full valuation allowance of $20.0 million during the second quarter of 2019. |
Business and Summary of Signi_2
Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the financial position, operations and accounts of Diversicare and its subsidiaries, all wholly-owned. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Codification 606, Revenues From Contracts with Customers , ("ASC 606"), using the modified retrospective method for all contracts as of the date of adoption. The reported results for 2019 and 2018 reflect the application of ASC 606 guidance while the reported results for 2017 were prepared under the guidance in ASC 605, Revenue Recognition (ASC 605). The adoption of ASC 606 represents a change in accounting principle that more closely aligns revenue recognition with the delivery of the Company's services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. Performance obligations are promises made in a contract to transfer a distinct good or service to the customer. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company has concluded that the contracts with patients and residents represent a bundle of distinct services that are substantially the same, with the same pattern of transfer to the customer. Accordingly, the promise to provide quality care is accounted for as a single performance obligation. The Company performed analyses using the application of the portfolio approach as a practical expedient to group patient contracts with similar characteristics, such that revenue for a given portfolio would not be materially different than if it were evaluated on a contract-by-contract basis. These analyses incorporated consideration of reimbursements at varying rates from Medicaid, Medicare, Managed Care, Private Pay, Assisted Living, Hospice, and Veterans for services provided in each corresponding state. It was determined that the contracts are not materially different for the following groups: Medicaid, Medicare, Managed Care and Private Pay and other (Assisted Living, Hospice and Veterans). In order to determine the transaction price, the Company estimates the amount of variable consideration at the beginning of the contract using the expected value method. The estimates consider (i) payor type, (ii) historical payment trends, (iii) the maturity of the portfolio, and (iv) geographic payment trends throughout a class of similar payors. The Company typically enters into agreements with third-party payors that provide for payments at amounts different from the established charges. These arrangement terms provide for subsequent settlement and cash flows that may occur well after the service is provided. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. Changes in the Company's expectation of the amount it will receive from the patient or third-party payors will be recorded in revenue unless there is a specific event that suggests the patient or third-party payor no longer has the ability and intent to pay the amount due and, therefore, the changes in its estimate of variable consideration better represent an impairment, or bad debt. These estimates are re-assessed each reporting period, and any amounts allocated to a satisfied performance obligation are recognized as revenue or a reduction of revenue in the period in which the transaction price changes. The Company satisfies its performance obligation by providing quality of care services to its patients and residents on a daily basis until termination of the contract. The performance obligation is recognized on a time elapsed basis, by day, for which the services are provided. For these contracts, the Company has the right to consideration from the customer in an amount that directly corresponds with the value to the customer of the Company's performance to date. Therefore, the Company recognizes revenue based on the amount billable to the customer in accordance with the practical expedient in ASC 606-10-55-18. Additionally, because the Company applied ASC 606 using certain practical expedients, the Company elected not to disclose the aggregate amount of the transaction price for unsatisfied, or partially unsatisfied, performance obligations for all contracts with an original expected length of one year or less. The Company incurs costs related to patient/resident contracts, such as legal and advertising expenses. The contract costs are expensed as incurred. They are not expected to be recovered and are not chargeable to the patient/resident regardless of whether the contract is executed |
Lease Expense | Lease Expense As of December 31, 2019 , the Company operates 47 nursing centers under operating leases, including 24 owned by Omega, 20 owned by Golden Living and three owned by other parties. The Company's operating leases generally require the Company to pay stated rent, subject to increases based on changes in the Consumer Price Index or a minimum percentage increase. The Company's Master Leases with Omega and Golden Living require the Company to pay certain scheduled rent increases. Such scheduled rent increases are recorded as additional lease expense on a straight-line basis recognized over the term of the related leases and the difference between the amounts recorded for rent expense as compared to rent payments is recorded as an accrued liability. |
Classification of Expenses | Classification of Expenses The Company classifies all expenses (except lease, interest, depreciation and amortization expenses) that are associated with its corporate and regional management support functions as general and administrative expenses within continuing operations. All other expenses (except lease, professional liability, interest, depreciation and amortization expenses) incurred by the Company at the center level for continuing operations are classified as operating expenses. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost or at fair value determined on the respective dates of acquisition for assets obtained in a business combination, with depreciation and amortization being provided over the shorter of the remaining lease term (where applicable) or the assets' estimated useful lives on the straight-line basis as follows: Buildings and improvements - 5 to 40 years Leasehold improvements - 2 to 10 years Furniture, fixtures and equipment - 2 to 15 years Interest incurred during construction periods for qualifying expenditures is capitalized as part of the building cost. Maintenance and repairs are expensed as incurred, and major betterments and improvements are capitalized. The Company routinely evaluates the recoverability of the carrying value of its long-lived assets, including property and equipment and right of use assets. The evaluation for recoverability includes when significant adverse changes in the general economic conditions and significant deteriorations of the underlying undiscounted cash flows or fair values of the asset group indicate that the carrying amount of the asset group may not be recoverable. If circumstances suggest that the recorded amounts are not recoverable based upon estimated future undiscounted cash flows, the carrying values of such assets are reduced to fair value. |
Cash | Cash Cash and cash equivalents include cash on deposit with banks and all highly liquid investments with original maturities of three months or less when purchased. Our cash on deposit with banks was subject to the Federal Deposit Insurance Corporation ("FDIC") minimum insurance levels. |
Deferred Financing and Other Costs | Deferred Financing and Other Costs The Company records deferred financing and lease costs for direct and incremental expenditures related to entering into or amending debt and lease agreements. These expenditures include lenders' and attorneys' fees. Financing costs are amortized using the effective interest method over the term of the related debt. The amortization is reflected as interest expense in the accompanying consolidated statements of operations. Deferred lease costs are amortized on a straight-line basis over the term of the related leases. See Note 7, "Long-term Debt, Interest Rate Swap and Finance Lease Obligations" for further discussion. |
Acquired Leasehold Interest | Acquired Leasehold Interest The Company has recorded an acquired leasehold interest intangible asset related to an acquisition completed during 2007. The intangible asset is accounted for in accordance with the Financial Accounting Standards Board's ("FASB") guidance on goodwill and other intangible assets, and is amortized on a straight-line basis over the remaining life of the acquired lease. As discussed in Note 2, "Business Developments and Other Significant Transactions," the Company entered into a new Master Lease agreement with Omega Healthcare Investors ("Omega" or the "Lessor") on October 1, 2018, which was subsequently modified on August 30, 2019. The new Master Lease includes the seven centers to which the intangible asset relates. As such, the intangible asset is now being amortized over an adjusted remaining life, consistent with the term of the new Master Lease, which goes through September 30, 2030. Amortization expense of approximately $571 , $384 and $384 related to this intangible asset was recorded during each of the years ended December 31, 2019 , 2018 and 2017 , respectively. The carrying value of the acquired leasehold interest intangible and the accumulated amortization are as follows: December 31, 2019 2018 Acquired leasehold interest, gross $ 10,652 $ 10,652 Accumulated amortization (4,916 ) (4,345 ) Acquired leasehold interest, net $ 5,736 $ 6,307 The Company evaluates the recoverability of the carrying value of the acquired leasehold intangible in accordance with the FASB's guidance on accounting for the impairment or disposal of long-lived assets. Included in this evaluation is whether significant adverse changes in general economic conditions, and significant deteriorations of the underlying cash flows or fair values of the intangible asset indicate that the carrying amount of the intangible asset may not be recoverable. The need to recognize an impairment charge is based on estimated future undiscounted cash flows from the asset compared to the carrying value of that asset. If recognition of an impairment charge is necessary, it is measured as the amount by which the carrying amount of the intangible asset exceeds the fair value of the intangible asset. |
Self Insurance | Self-Insurance Self-insurance liabilities primarily represent the unfunded accrual for self-insured risks associated with general and professional liability claims, employee health insurance and workers' compensation. The Company's health insurance liability is based on known claims incurred and an estimate of incurred but unreported claims determined by an analysis of historical claims paid. The Company's workers' compensation liability relates primarily to periods of self insurance and consists of an estimate of the future costs to be incurred for the known claims. Final determination of the Company's actual liability for incurred general and professional liability claims is a process that may take years. The Company evaluates the adequacy of this liability on a quarterly basis. Semi-annually, the Company retains a third-party actuarial firm to assist in the evaluation of this unfunded accrual. Since May 2012, Merlinos & Associates, Inc. (“Merlinos”) has assisted management in the preparation of the appropriate accrual for incurred but not reported general and professional liability claims based on data furnished by the Company. Merlinos primarily utilizes historical data regarding the frequency and cost of the Company's past claims over a multi-year period, industry data and information regarding the number of occupied beds to develop its estimates of the Company's ultimate professional liability cost for current periods. On a quarterly basis, the Company obtains reports of asserted claims and lawsuits incurred. These reports, which are provided by the Company's insurers and a third party claims administrator, contain information relevant to the actual expense already incurred with each claim as well as the third-party administrator's estimate of the anticipated total cost of the claim. This information is reviewed by the Company quarterly and provided to the actuary semi-annually. Based on the Company's evaluation of the actual claim information obtained, the semi-annual estimates received from the third-party actuary, the amounts paid and committed for settlements of claims and on estimates regarding the number and cost of additional claims anticipated in the future, the reserve estimate for a particular period may be revised upward or downward on a quarterly basis. Any increase in the accrual has an unfavorable impact on results of operations in the period and any reduction in the accrual increases results of operations during the period. All losses are projected on an undiscounted basis. The self-insurance liabilities include estimates of liability for incurred but not reported claims, estimates of liability for reported but unresolved claims, actual liabilities related to settlements, including settlements to be paid over time, and estimates of related legal costs incurred and expected to be incurred. One of the key assumptions in the actuarial analysis is that historical losses provide an accurate forecast of future losses. Changes in legislation such as tort reform, changes in our financial condition, changes in our risk management practices and other factors may affect the severity and frequency of claims incurred in future periods as compared to historical claims. The facts and circumstances of each claim vary significantly, and the amount of ultimate liability for an individual claim may vary due to many factors, including whether the case can be settled by agreement, the quality of legal representation, the individual jurisdiction in which the claim is pending, and the views of the particular judge or jury deciding the case. Although the Company adjusts its unfunded accrual for professional and general liability claims on a quarterly basis and retains a third-party actuarial firm semi-annually to assist management in estimating the appropriate accrual, professional and general liability claims are inherently uncertain, and the liability associated with anticipated claims is very difficult to estimate. Professional liability cases have a long cycle from the date of an incident to the date a case is resolved, and final determination of the Company's actual liability for claims incurred in any given period is a process that takes years. As a result, the Company's actual liabilities may vary significantly from the unfunded accrual, and the amount of the accrual has and may continue to fluctuate by a material amount in any given period. Each change in the amount of this accrual will directly affect the Company's results of operations and financial position for the period in which the change in accrual is made. |
Income Taxes | Income Taxes The Company follows the FASB's guidance on Income Taxes, which requires the asset and liability method of accounting for income taxes whereby deferred income taxes are recorded for the future tax consequences attributable to differences between the financial statement and tax bases of assets and liabilities. 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. Valuation allowances are provided against any estimated non-realizable deferred tax assets where necessary. Where the Company believes that a tax position is supportable for income tax purposes, the item is included in its income tax returns. Where treatment of a position is uncertain, liabilities are recorded based upon the Company’s evaluation of the “more likely than not” outcome considering the technical merits of the position. While the judgments and estimates made by the Company are based on management’s evaluation of the technical merits of a matter, historical experience and other assumptions that management believes are appropriate and reasonable under current circumstances, actual resolution of these matters may differ from recorded estimated amounts, resulting in charges or credits that could materially affect future financial statements. See Note 10, "Income Taxes" for additional information related to the provision for income taxes. |
Disclosure of Fair Value of Financial Instruments | Disclosure of Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. In calculating fair value, a company must maximize the use of observable market inputs, minimize the use of unobservable market inputs and disclose in the form of an outlined hierarchy the details of such fair value measurements. The carrying amounts of cash, receivables, trade accounts payable and accrued expenses approximate fair value because of the short-term nature of these accounts. The Company's self-insurance liabilities are reported on an undiscounted basis as the timing of estimated settlements cannot be determined. The Company follows the FASB's guidance on Fair Value Measurements and Disclosures which provides rules for using fair value to measure assets and liabilities as well as a fair value hierarchy that prioritizes the information used to develop the measurements. It applies whenever other guidance requires (or permits) assets or liabilities to be measured at fair value and gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A summary of the fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels is described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. As further discussed in Note 7, "Long-term Debt, Interest Rate Swap and Finance Lease Obligations", in conjunction with the debt agreements entered into in February 2016, the Company entered into an interest rate swap agreement with a member of the bank syndicate as the counterparty. The applicable guidance requires companies to recognize all derivative instruments as either assets or liabilities at fair value in a company's balance sheets. As the Company's interest rate swap, a cash flow hedge, is not traded on a market exchange, the fair value is determined using a valuation model based on a discounted cash flow analysis. This analysis reflects the contractual terms of the interest rate swap agreement and uses observable market-based inputs, including estimated future LIBOR interest rates. The fair value of the Company's interest rate swap is the net difference in the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates and are observable inputs available to a market participant. The interest rate swap valuation is classified in Level 2 of the fair value hierarchy. The debt balances as presented in the consolidated balance sheets approximate the fair value of the respective instruments as the debt is at a variable rate, the estimates of which are considered Level 2 fair value calculations within the fair value hierarchy. |
Net Loss per Common Share | Net Loss per Common Share The Company follows the FASB's guidance on Earnings Per Share for the financial reporting of net loss per common share. Basic earnings per common share excludes dilution and restricted shares and is computed by dividing income available to common shareholders by the weighted-average number of common shares, excluding restricted shares, outstanding for the period. Diluted earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or otherwise resulted in the issuance of common stock that then shared in the earnings of the Company. |
Stock Based Compensation | Stock Based Compensation The Company follows the FASB's guidance on Stock Compensation to account for share-based payments granted to team members and recorded non-cash stock based compensation expense of $573 , $1,127 and $1,027 during the years ended December 31, 2019 , 2018 and 2017 , respectively. Such amounts are included as components of general and administrative expense or operating expense based upon the classification of cash compensation paid to the related employees. |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income Accumulated other comprehensive income consists of other comprehensive income (loss). Comprehensive income (loss) is a more inclusive financial reporting method that includes disclosure of financial information that historically has not been recognized in the calculation of net income (loss). Currently, the Company's other comprehensive income (loss) consists of the change in fair value of the Company's interest rate swap transaction accounted for as a cash flow hedge. |
Recent Accounting Standards Adopted by the Company and Account Standards Recently Issued But Not Yet Adopted by the Company | Recent Accounting Standards Adopted by the Company In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842). The standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. For short-term leases (those with a term of 12 months or less and that do not include a lessee purchase option that is reasonably certain to be exercised), a lessee is permitted to make (and the Company chose to utilize) an accounting policy election by asset class not to recognize ROU assets and lease liabilities, which would generally result in lease expense for these short term leases being recognized on a straight-line basis over the lease term. The Company adopted the requirements of this standard effective January 1, 2019. In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements, which allows lessees and lessors to recognize and measure existing leases at the beginning of the period of adoption without modifying the comparative period financial statements (which therefore will remain under prior GAAP, Topic 840, Leases). The Company elected to reflect adoption in the period of adoption (January 1, 2019) rather than the earliest period presented. The Company also elected the package of practical expedients upon transition, which includes retaining the lease classification for any leases that exist prior to adoption of the standard. The adoption of the new standard resulted in the recording of net right-of-use assets and lease liabilities of $384,187 and $389,403 , respectively, as of January 1, 2019. The standard did not materially impact our consolidated net earnings and had no impact on cash flows. See Note 6, "Leases" for a discussion regarding leases under the new standard. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which is intended to simplify and amend the application of hedge accounting to more clearly portray the economics of an entity’s risk management strategies in its financial statements. The new guidance will make more financial and nonfinancial hedging strategies eligible for hedge accounting and reduce complexity in fair value hedges of interest rate risk. The new guidance also changes how companies assess effectiveness and amends the presentation and disclosure requirements. The new guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally the entire change in the fair value of a hedging instrument will be required to be presented in the same income statement line as the hedged item. The new guidance also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. The Company adopted the requirements of this standard effective January 1, 2019. The adoption did not have a material impact on our consolidated financial statements and related disclosures. In October 2018, the FASB issued ASU No. 2018-16, Derivatives and Hedging (Topic 805): Inclusion of the Secured Overnight Financing Rate ("SOFR") Overnight Index Swap ("OIS") Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. The ASU amends ASC 815 to add the OIS rate based on the SOFR as a fifth US benchmark interest rate. The Company adopted the requirements of this standard effective January 1, 2019. The adoption did not have a material impact on our consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which outlines a single comprehensive model for recognizing revenue and supersedes most existing revenue recognition guidance, including guidance specific to the healthcare industry. For public companies, Topic 606 is effective for annual and interim reporting periods beginning after December 15, 2017. The Company adopted the requirements of this standard effective January 1, 2018. The Company elected to apply the modified retrospective approach with the cumulative transition effect recognized in beginning retained earnings as of the date of adoption. The impact of the implementation to the consolidated financial statements for periods subsequent to the adoption is not material. See Note 4, "Revenue Recognition and Receivables" for a discussion regarding revenue recognition under the new standard. Accounting Standards Recently Issued But Not Yet Adopted by the Company In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Loses on Financial Instruments. This update is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. This update requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. This standard is effective for the fiscal year beginning after December 15, 2022 with early adoption permitted. The Company is in the initial stages of evaluating the impact from the adoption of this new standard on the consolidated financial statements and related notes. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820. The standard is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements. |
Revenue from Contract with Customer | The Company performed analyses using the application of the portfolio approach as a practical expedient to group patient contracts with similar characteristics, such that revenue for a given portfolio would not be materially different than if it were evaluated on a contract-by-contract basis. These analyses incorporated consideration of reimbursements at varying rates from Medicaid, Medicare, Managed Care, Private Pay, Assisted Living, Hospice, and Veterans for services provided in each corresponding state. It was determined that the contracts are not materially different for the following groups: Medicaid, Medicare, Managed Care and Private Pay and other (Assisted Living, Hospice and Veterans). |
Business and Summary of Signi_3
Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives | Property and equipment are recorded at cost or at fair value determined on the respective dates of acquisition for assets obtained in a business combination, with depreciation and amortization being provided over the shorter of the remaining lease term (where applicable) or the assets' estimated useful lives on the straight-line basis as follows: Buildings and improvements - 5 to 40 years Leasehold improvements - 2 to 10 years Furniture, fixtures and equipment - 2 to 15 years Property and equipment, at cost, consists of the following: December 31, 2019 2018 Land $ 5,265 $ 5,283 Buildings and leasehold improvements 84,544 82,111 Furniture, fixtures and equipment 42,966 40,250 132,775 127,644 Less: accumulated depreciation (85,020 ) (76,801 ) Net property and equipment $ 47,755 $ 50,843 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The carrying value of the acquired leasehold interest intangible and the accumulated amortization are as follows: December 31, 2019 2018 Acquired leasehold interest, gross $ 10,652 $ 10,652 Accumulated amortization (4,916 ) (4,345 ) Acquired leasehold interest, net $ 5,736 $ 6,307 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The expected amortization expense for the acquired leasehold interest intangible asset is as follows: 2020 $ 534 2021 534 2022 534 2023 534 2024 534 Thereafter 3,066 $ 5,736 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents by level, within the fair value hierarchy, assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 : December 31, 2019 Fair Value Measurements - Assets (Liabilities) Total Level 1 Level 2 Level 3 Interest rate swap $ (57 ) $ — $ (57 ) $ — December 31, 2018 Fair Value Measurements - Assets (Liabilities) Total Level 1 Level 2 Level 3 Interest rate swap $ 384 $ — $ 384 $ — |
Revenue Recognition and Recei_2
Revenue Recognition and Receivables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Disaggregation of Revenue | The following table set forth net patient revenues related to our continuing operations by payor source for the periods presented (dollar amounts in thousands): The amounts as reported for revenue in 2019 and 2018 differ from the method of accounting in prior years due to the implementation of ASC 606. Twelve Months Ended December 31, 2019 2018 2017 As reported As reported As reported Medicaid $ 222,560 46.9 % $ 215,924 45.4 % $ 249,204 51.6 % Medicare 80,798 17.0 % 84,959 17.8 % 122,043 25.3 % Managed Care 50,323 10.6 % 48,879 10.3 % 39,162 8.1 % Private Pay and other 121,339 25.5 % 126,360 26.5 % 72,402 15.0 % Total $ 475,020 100.0 % $ 476,122 100.0 % $ 482,811 100.0 % |
Schedule of Accounts Receivable | Accounts receivable as of December 31, 2019 and 2018 is summarized in the following table: December 31, 2019 2018 Medicaid $ 21,998 $ 27,532 Medicare 11,811 15,706 Managed Care 9,103 8,126 Private Pay and other 17,609 14,893 Total accounts receivable $ 60,521 $ 66,257 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, at cost | Property and equipment are recorded at cost or at fair value determined on the respective dates of acquisition for assets obtained in a business combination, with depreciation and amortization being provided over the shorter of the remaining lease term (where applicable) or the assets' estimated useful lives on the straight-line basis as follows: Buildings and improvements - 5 to 40 years Leasehold improvements - 2 to 10 years Furniture, fixtures and equipment - 2 to 15 years Property and equipment, at cost, consists of the following: December 31, 2019 2018 Land $ 5,265 $ 5,283 Buildings and leasehold improvements 84,544 82,111 Furniture, fixtures and equipment 42,966 40,250 132,775 127,644 Less: accumulated depreciation (85,020 ) (76,801 ) Net property and equipment $ 47,755 $ 50,843 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Assets and Liabilities, Leases | Leases Classification December 31, 2019 Assets Operating lease assets Operating lease right-of-use assets $ 310,238 Finance lease assets Property and equipment, net (a) 906 Total leased assets $ 311,144 Liabilities Current Operating Current portion of operating lease liability $ 23,736 Finance Current portion of long-term debt and finance lease obligations, net 231 Noncurrent Operating Operating lease liability, less current portion 295,636 Finance Long-term debt and finance lease obligations, less current portion and deferred financing costs, net 445 Total lease liabilities $ 320,048 (a) Finance lease assets are recorded net of accumulated amortization of $1,522 as of December 31, 2019. |
Lease, Cost | Lease Cost Year Ended Classification December 31, 2019 Operating lease cost (a) Lease and rent expense $ 52,990 Finance lease cost: Amortization of finance lease assets Depreciation and amortization 263 Interest on finance lease liabilities Interest expense, net 48 Short term lease cost Operating expense 649 Net lease cost $ 53,950 (a) Includes variable lease costs, which are immaterial |
Lessee, Operating Lease, Liability, Maturity | Maturity of Lease Liabilities As of December 31, 2019 Operating Leases (a) Finance Leases (a) Total 2020 $ 50,819 $ 269 $ 51,088 2021 51,788 242 52,030 2022 52,812 179 52,991 2023 53,857 37 53,894 2024 53,843 14 53,857 After 2024 200,605 — 200,605 Total lease payments $ 463,724 $ 741 $ 464,465 Less: Interest (144,352 ) (65 ) (144,417 ) Present value of lease liabilities $ 319,372 $ 676 $ 320,048 (a) Operating and Finance lease payments exclude options to extend lease terms that are not reasonably certain of being exercised. The Company's future minimum lease commitments for continuing operations as of December 31, 2018, under Topic 840, predecessor to Topic 842, are as follows: As of December 31, 2018 Operating Leases (a) Finance Leases (a) Total 2019 $ 48,701 $ 454 $ 49,155 2020 49,595 174 49,769 2021 50,570 173 50,743 2022 51,587 127 51,714 2023 52,624 — 52,624 After 2023 245,225 — 245,225 Total lease payments $ 498,302 $ 928 $ 499,230 (a) Operating and Finance lease payments exclude option to extend lease terms that are not reasonably certain of being exercised. |
Summary of Other Lease Information | Lease Term and Discount Rate December 31, 2019 Weighted-average remaining lease term (years) Operating leases 8.81 Finance leases 3.00 Weighted-average discount rate Operating leases 8.9% Finance leases 6.1% Other Information Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 55,485 Operating cash flows for finance leases 48 Financing cash flows for finance leases 471 Acquisition of operating leases though adoption of Topic 842 389,403 Lease modification $ (48,877 ) |
Long-Term Debt, Interest Rate_2
Long-Term Debt, Interest Rate Swap and Finance Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | Long-term debt consists of the following: December 31, 2019 2018 Mortgage loan $ 49,743 $ 51,730 Acquisition loan 9,400 6,900 Revolver 14,000 15,000 Affiliated revolver 1,000 — 74,143 73,630 Plus finance lease obligations 857 928 Less current portion (3,498 ) (12,449 ) 71,502 62,109 Less deferred financing costs, net (865 ) (1,125 ) Long-term debt and finance lease obligation, net $ 70,637 $ 60,984 |
Schedule of Deferred Financing Costs | In connection with the Company's loan agreements, the Company recorded the following amounts related to deferred loan costs, with such costs classified as a reduction of the debt balances discussed above: 2019 2018 Write-off of deferred financing costs $ — $ 267 Deferred financing costs capitalized $ 333 $ 146 |
Scheduled Principal Payments of Long-term Debt | Scheduled principal payments of long-term debt are as follows: 2020 $ 3,085 2021 71,058 Total $ 74,143 |
Scheduled Payments of Capitalized Lease Obligations | Scheduled payments of the financed lease obligations are as follows: 2020 $ 461 2021 242 2022 178 2023 37 2024 15 Total 933 Amounts related to interest (76 ) Principal payments on finance lease obligation $ 857 |
Shareholders' Equity, Stock P_2
Shareholders' Equity, Stock Plans and Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The table below shows the weighted average assumptions the Company used to develop the fair value estimates under its option valuation model: Year Ended December 31, 2019 2018 2017 Expected volatility (range) N/A (1) 47%-49% N/A (1) Risk free interest rate (range) N/A (1) 2.68%-2.75% N/A (1) Expected dividends N/A (1) 2.70% N/A (1) Weighted average expected term (years) N/A (1) 6 N/A (1) ___________ (1) The Company did not issue any options or other equity grants that would require application of the Black-Scholes-Merton equity grant valuation model during the years ended December 31, 2019 and 2017. All equity grants during these periods were restricted common shares which are valued using an intrinsic valuation method based on market price. |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | The table below describes the resulting weighted average grant date fair values calculated as well as the intrinsic value of options exercised under the Company's equity awards during each of the following years: Year Ended December 31, 2019 (1) 2018 2017 (1) Weighted average grant date fair value $ — $ 3.05 $ — Total intrinsic value of exercises $ 3 $ 115 $ 2 ___________ (1) The Company did not issue any options or other equity grants that would require application of the Black-Scholes-Merton equity grant valuation model during the years ended December 31, 2019 and 2017. All equity grants during this period were restricted common shares which are valued using an intrinsic valuation method based on market price. |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | The following table summarizes information regarding stock options and SOSAR grants outstanding as of December 31, 2019 : Weighted Average Intrinsic Intrinsic Range of Exercise Grants Value-Grants Grants Value-Grants Exercise Prices Prices Outstanding Outstanding Exercisable Exercisable $8.14 to $10.21 $ 8.83 45 $ — 35 $ — $5.45 to $5.86 $ 5.71 31 $ — 31 $ — 76 66 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Summarized activity of the equity compensation plans is presented below: Weighted SOSARs/ Average Options Exercise Price Outstanding, December 31, 2018 122 $ 7.29 Granted — — Exercised (2 ) 2.37 Expired or cancelled (44 ) 7.06 Outstanding, December 31, 2019 76 $ 7.55 Exercisable, December 31, 2019 66 $ 7.46 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | Weighted Average Restricted Grant Date Shares Fair Value Outstanding, December 31, 2018 120 $ 8.77 Granted 151 3.93 Dividend Equivalents — — Vested (57 ) 8.91 Cancelled (7 ) 5.97 Outstanding, December 31, 2019 207 $ 5.28 Summarized activity of the Restricted Share Units for the Stock Purchase Plan is as follows: Weighted Average Restricted Grant Date Share Units Fair Value Outstanding, December 31, 2018 43 $ 9.26 Granted 36 3.93 Dividend Equivalents — — Vested (31 ) 9.54 Cancelled — — Outstanding December 31, 2019 48 $ 5.08 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Basic and diluted net income (loss) per common share | Information with respect to the calculation of basic and diluted net income (loss) per common share is presented below: Years Ended December 31, 2019 2018 2017 Numerator: Loss: Loss from continuing operations $ (27,474 ) $ (11,264 ) $ (9,748 ) Income (loss) from discontinued operations, net of income taxes (8,589 ) 3,868 4,921 Net loss $ (36,063 ) $ (7,396 ) $ (4,827 ) Denominator: Basic Weighted Average Common Shares Outstanding: 6,459 6,372 6,279 Basic net loss per common share Loss from continuing operations $ (4.25 ) $ (1.77 ) $ (1.55 ) Income (loss) from discontinued operations Operating income (loss), net of taxes (1.33 ) 0.61 0.78 Discontinued operations, net of taxes (1.33 ) 0.61 0.78 Basic net loss per common share $ (5.58 ) $ (1.16 ) $ (0.77 ) 2019 2018 2017 Numerator: Loss from continuing operations $ (27,474 ) $ (11,264 ) $ (9,748 ) Income (loss) from discontinued operations, net of income taxes (8,589 ) 3,868 4,921 Net loss $ (36,063 ) $ (7,396 ) $ (4,827 ) Basic weighted average common shares outstanding 6,459 6,372 6,279 Denominator: Diluted Weighted Average Common Shares Outstanding: 6,459 6,372 6,279 Diluted net loss per common share Loss from continuing operations $ (4.25 ) $ (1.77 ) $ (1.55 ) Income (loss) from discontinued operations Operating income (loss), net of taxes (1.33 ) 0.61 0.78 Discontinued operations, net of taxes (1.33 ) 0.61 0.78 Diluted net loss per common share $ (5.58 ) $ (1.16 ) $ (0.77 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table reflects the weighted average outstanding SOSARs and Options that were excluded from the computation of diluted earnings per share, as they would have been anti-dilutive: 2019 2018 2017 SOSARs/Options Excluded 76,000 114,000 45,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The provision (benefit) for income taxes on continuing operations for the years ended December 31, 2019 , 2018 and 2017 is summarized as follows: Year Ended December 31, 2019 2018 2017 Current provision (benefit) : Federal $ 197 $ (143 ) $ 272 State 76 (412 ) 222 273 (555 ) 494 Deferred provision (benefit): Federal 12,439 (529 ) 2,544 State 2,982 (397 ) (504 ) 15,421 (926 ) 2,040 Provision (benefit) for income taxes of continuing operations $ 15,694 $ (1,481 ) $ 2,534 |
Schedule of Components of Income Tax Expense (Benefit) | A reconciliation of taxes computed at statutory income tax rates on income (loss) from continuing operations is as follows: Year Ended December 31, 2019 2018 2017 Provision (benefit) for federal income taxes at statutory rates $ (2,469 ) $ (2,676 ) $ (2,453 ) Provision (benefit) for state income taxes, net of federal benefit (106 ) (564 ) 322 Valuation allowance changes affecting the provision for income taxes 19,002 (147 ) (498 ) Employment tax credits (210 ) (49 ) (173 ) Nondeductible expenses 122 1,899 401 Stock based compensation expense 80 15 (29 ) Effect of Tax Cuts and Jobs Creation Act — — 4,514 Rate actualization (1,349 ) — (36 ) Other 624 41 486 Provision (benefit) for income taxes of continuing operations $ 15,694 $ (1,481 ) $ 2,534 |
Schedule of Deferred Tax Assets and Liabilities | The net deferred tax assets and liabilities, at the respective income tax rates, are as follows: December 31, 2019 2018 Deferred tax assets (liabilities): Net operating loss and other carryforwards $ 859 $ 324 Credit carryforwards 3,118 2,878 Accounts receivable 4,852 4,570 Prepaid expenses (1,015 ) (1,022 ) Interest rate limitation 971 148 Right-of-use lease 2,351 — Depreciation 1,863 1,318 Tax goodwill and intangibles (1,066 ) (1,079 ) Stock-based compensation 183 197 Accrued liabilities 504 896 Accrued rent 380 1,914 Kentucky and Kansas acquisition costs — 3 Impairment of long-lived assets 176 191 Interest rate swap (4 ) (152 ) Hedge Ineffectiveness (155 ) (168 ) Noncurrent self-insurance liabilities 6,363 5,997 Restitution 2,445 — Other 30 64 21,855 16,079 Less valuation allowance (21,855 ) (228 ) $ — $ 15,851 |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Selected quarterly financial information for each of the quarters in the years ended December 31, 2019 and 2018 is as follows: Quarter 2019 First Second Third Fourth Patient revenues, net $ 117,550 $ 117,967 $ 118,630 $ 120,873 Professional liability expense (1) 1,851 1,594 1,737 1,814 Loss from continuing operations (1,574 ) (22,616 ) (1,916 ) (1,368 ) Loss from discontinued operations (1,772 ) (1,980 ) (2,958 ) (1,879 ) Net loss (2) $ (3,346 ) $ (24,596 ) $ (4,874 ) $ (3,247 ) Basic net loss per common share: Loss from continuing operations $ (0.24 ) $ (3.49 ) $ (0.30 ) $ (0.22 ) Loss from discontinued operations (0.28 ) (0.31 ) (0.45 ) (0.29 ) Net loss per common share $ (0.52 ) $ (3.80 ) $ (0.75 ) $ (0.51 ) Diluted net loss per common share: Loss from continuing operations $ (0.24 ) $ (3.49 ) $ (0.30 ) $ (0.22 ) Loss from discontinued operations (0.28 ) (0.31 ) (0.45 ) (0.29 ) Net loss per common share $ (0.52 ) $ (3.80 ) $ (0.75 ) $ (0.51 ) (1) The Company's quarterly results are significantly affected by the amounts recorded for professional liability expense, as discussed further in Note 11, "Commitments and Contingencies". The amount of expense recorded for professional liability in each quarter of 2019 is set forth in the table above. (2) The loss in the second quarter of 2019 is inclusive of a full valuation allowance of $20.0 million . Quarter 2018 First Second Third Fourth Patient revenues, net $ 119,043 $ 119,327 $ 119,036 $ 118,716 Professional liability expense (1) 1,539 1,755 1,604 1,600 Loss from continuing operations (738 ) (327 ) (7,512 ) (2,687 ) Income from discontinued operations 635 17 114 3,102 Net income (loss) $ (103 ) $ (310 ) $ (7,398 ) $ 415 Basic net income (loss) per common share: Loss from continuing operations $ (0.12 ) $ (0.05 ) $ (1.18 ) $ (0.42 ) Income from discontinued operations 0.11 — 0.02 0.48 Net income (loss) per common share $ (0.01 ) $ (0.05 ) $ (1.16 ) $ 0.06 Diluted net income (loss) per common share: Loss from continuing operations $ (0.12 ) $ (0.05 ) $ (1.18 ) $ (0.42 ) Income from discontinued operations 0.11 — 0.02 0.48 Net income (loss) per common share $ (0.01 ) $ (0.05 ) $ (1.16 ) $ 0.06 (1) The Company's quarterly results are significantly affected by the amounts recorded for professional liability expense, as discussed further in Note 11, "Commitments and Contingencies". The amount of expense recorded for professional liability in each quarter of 2018 is set forth in the table above. |
Business and Summary of Signi_4
Business and Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019USD ($)segmentcenterbed | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2019USD ($) | Oct. 01, 2018center | |
Accounting Policies [Line Items] | |||||
Number of operating segments | segment | 1 | ||||
Number of reportable segments | segment | 1 | ||||
Number of nursing centers | 62 | ||||
Number of licensed nursing beds | bed | 7,329 | ||||
Number of licensed assisted living beds | bed | 397 | ||||
Number of nursing center facilities leased | 47 | 34 | |||
Tax Cuts and Jobs Act, income tax expense | $ | $ 0 | $ 0 | $ 4,514 | ||
Stock based compensation | $ | 573 | 1,127 | 1,027 | ||
Net lease assets | $ | 311,144 | $ 384,187 | |||
Lease liabilities | $ | $ 320,048 | $ 389,403 | |||
Leases, acquired-in-place | |||||
Accounting Policies [Line Items] | |||||
Number of nursing center facilities leased | 7 | ||||
Amortization of intangible asset | $ | $ 571 | $ 384 | $ 384 | ||
Minimum | |||||
Accounting Policies [Line Items] | |||||
Number of licensed nursing beds per nursing center | bed | 50 | ||||
Maximum | |||||
Accounting Policies [Line Items] | |||||
Number of licensed nursing beds per nursing center | bed | 320 | ||||
Omega Healthcare Investors, Inc | |||||
Accounting Policies [Line Items] | |||||
Number of nursing center facilities owned | 24 | ||||
Golden Living | |||||
Accounting Policies [Line Items] | |||||
Number of nursing center facilities owned | 20 | ||||
Other parties | |||||
Accounting Policies [Line Items] | |||||
Number of nursing center facilities owned | 3 |
Business and Summary of Signi_5
Business and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Buildings and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Buildings and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Furniture, fixtures and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Furniture, fixtures and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Business and Summary of Signi_6
Business and Summary of Significant Accounting Policies - Schedule of Acquired Leasehold Interest Intangible (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Net | $ 5,736 | |
Leases, acquired-in-place | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired leasehold interest, gross | 10,652 | $ 10,652 |
Accumulated amortization | (4,916) | (4,345) |
Net | $ 5,736 | $ 6,307 |
Business and Summary of Signi_7
Business and Summary of Significant Accounting Policies - Schedule of Expected Amortization Expense for Acquired Leasehold Interest Intangible Asset (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Accounting Policies [Abstract] | |
2020 | $ 534 |
2021 | 534 |
2022 | 534 |
2023 | 534 |
2024 | 534 |
Thereafter | 3,066 |
Net | $ 5,736 |
Business and Summary of Signi_8
Business and Summary of Significant Accounting Policies - Schedule of Fair Value Measurements - Assets and Liabilities (Details) - Interest rate swap - Fair value, measurements, recurring - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) at fair value | $ (57) | $ 384 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) at fair value | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) at fair value | (57) | 384 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) at fair value | $ 0 | $ 0 |
Business Developments and Oth_2
Business Developments and Other Significant Transactions - Narrative (Details) | Aug. 30, 2019facility | Oct. 01, 2018extensioncenter | Dec. 31, 2019center | Oct. 01, 2019 | Sep. 30, 2019center | Sep. 01, 2019 | Aug. 30, 2019extension | Aug. 30, 2019center | May 22, 2019 | May 13, 2019center | Apr. 30, 2019center | Mar. 31, 2019center |
Business Acquisition [Line Items] | ||||||||||||
Number of nursing center facilities leased | 34 | 47 | ||||||||||
Number of skilled nursing centers under lease | 23 | |||||||||||
Number of skilled nursing centers participating in QIPP | 11 | 12 | 4 | 11 | 1 | |||||||
Lease extension period | 10 years | 10 years | ||||||||||
Operating lease, initial term | 12 years | 12 years | ||||||||||
Operating lease, number of lease extensions allowed | extension | 2 | 2 | ||||||||||
Annual lease fixed escalators, percent | 2.15% | 2.15% | ||||||||||
Number of nursing center facilities terminated | 10 | 10 | ||||||||||
Kentucky Properties | Discontinued Operations | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of nursing center facilities terminated | 10 | 10 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) $ in Thousands | Dec. 01, 2018USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($)center | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Aug. 30, 2019facility | Aug. 30, 2019center | May 22, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||
Number of nursing center facilities terminated | 10 | 10 | |||||||||||||
Discontinued operation, revenue | $ 46,019 | $ 87,338 | $ 91,727 | ||||||||||||
Income (Loss) from discontinued operations, net of tax, including portion attributable to noncontrolling interest | $ (1,879) | $ (2,958) | $ (1,980) | $ (1,772) | $ 3,102 | $ 114 | $ 17 | $ 635 | (8,589) | $ 3,868 | $ 4,921 | ||||
Kentucky Properties | Discontinued Operations | |||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||
Number of nursing center facilities terminated | 10 | ||||||||||||||
Number of skilled nursing beds terminated | 885 | ||||||||||||||
Pretax gain on transaction | $ 733 | ||||||||||||||
Kentucky Properties | |||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||
Proceeds from sale of assets | $ 18,700 | ||||||||||||||
Carrying value of centers | 13,331 | ||||||||||||||
Gain on disposition of assets | $ 4,825 | ||||||||||||||
Kentucky Properties | Discontinued Operations | |||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||
Number of nursing center facilities terminated | 10 | 10 |
Revenue Recognition and Recei_3
Revenue Recognition and Receivables - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 475,020 | $ 476,122 | $ 482,811 |
Total revenues, as a percent | 100.00% | 100.00% | 100.00% |
Medicaid | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 222,560 | $ 215,924 | $ 249,204 |
Total revenues, as a percent | 46.90% | 45.40% | 51.60% |
Medicare | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 80,798 | $ 84,959 | $ 122,043 |
Total revenues, as a percent | 17.00% | 17.80% | 25.30% |
Managed Care | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 50,323 | $ 48,879 | $ 39,162 |
Total revenues, as a percent | 10.60% | 10.30% | 8.10% |
Private Pay and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 121,339 | $ 126,360 | $ 72,402 |
Total revenues, as a percent | 25.50% | 26.50% | 15.00% |
Revenue Recognition and Recei_4
Revenue Recognition and Receivables - Schedule of Other Receivables and Advances (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables before the allowance for doubtful accounts | $ 60,521 | $ 66,257 |
Medicaid | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables before the allowance for doubtful accounts | 21,998 | 27,532 |
Medicare | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables before the allowance for doubtful accounts | 11,811 | 15,706 |
Managed Care | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables before the allowance for doubtful accounts | 9,103 | 8,126 |
Private Pay and other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables before the allowance for doubtful accounts | $ 17,609 | $ 14,893 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 132,775 | $ 127,644 |
Less: accumulated depreciation | (85,020) | (76,801) |
Net property and equipment | 47,755 | 50,843 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 5,265 | 5,283 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 84,544 | 82,111 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 42,966 | $ 40,250 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |
Leases. initial term | 1 year |
Other leases renewal term | 20 years |
Other leases termination period | 1 year |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Other leases remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Other leases remaining lease term | 12 years |
Leases - Balance Sheet Classifi
Leases - Balance Sheet Classification (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Jan. 01, 2019 | |
Assets [Abstract] | ||
Operating lease assets | $ 310,238 | |
Finance lease assets | 906 | |
Total leased assets | 311,144 | $ 384,187 |
Liabilities, Current [Abstract] | ||
Current portion of operating lease liabilities | 23,736 | |
Finance Lease, Current | 231 | |
Liabilities, Noncurrent [Abstract] | ||
Operating lease liabilities, less current portion | 295,636 | |
Finance lease, non current | 445 | |
Total lease liabilities | 320,048 | $ 389,403 |
Accumulated amortization of finance leases | $ 1,522 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 52,990 |
Amortization of finance lease assets | 263 |
Interest on finance lease liabilities | 48 |
Short term lease cost | 649 |
Net lease cost | $ 53,950 |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Financing Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operating Leases | ||
2020 | $ 50,819 | |
2021 | 51,788 | |
2022 | 52,812 | |
2023 | 53,857 | |
2024 | 53,843 | |
After 2024 | 200,605 | |
Total lease payments | 463,724 | |
Less: Interest | (144,352) | |
Present value of lease liabilities | 319,372 | |
2019 | $ 48,701 | |
2020 | 49,595 | |
2021 | 50,570 | |
2022 | 51,587 | |
2023 | 52,624 | |
After 2023 | 245,225 | |
Total lease payments | 498,302 | |
Finance Leases | ||
2020 | 269 | |
2021 | 242 | |
2022 | 179 | |
2023 | 37 | |
2024 | 14 | |
After 2024 | 0 | |
Total lease payments | 741 | |
Less: Interest | (65) | |
Present value of lease liabilities | 676 | |
2019 | 454 | |
2020 | 174 | |
2021 | 173 | |
2022 | 127 | |
2023 | 0 | |
After 2023 | 0 | |
Total | 928 | |
Operating and Finance Lease Liabilities Payments Due [Abstract] | ||
2020 | 51,088 | 49,155 |
2021 | 52,030 | 49,769 |
2022 | 52,991 | 50,743 |
2023 | 53,894 | 51,714 |
2024 | 53,857 | 52,624 |
After 2024 | 200,605 | 245,225 |
Total lease payments | 464,465 | $ 499,230 |
Less: Interest | (144,417) | |
Present value of lease liabilities | $ 320,048 |
Leases - Other Lease Informatio
Leases - Other Lease Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Weighted-average remaining lease term (years) | |
Operating leases | 8 years 9 months 22 days |
Finance leases | 3 years |
Weighted-average discount rate | |
Operating leases | 8.90% |
Finance leases | 6.10% |
Operating cash flows for operating leases | $ 55,485 |
Operating cash flows for finance leases | 48 |
Financing cash flows for finance leases | 471 |
Acquisition of operating leases | 389,403 |
Lease modification | $ (48,877) |
Long-Term Debt, Interest Rate_3
Long-Term Debt, Interest Rate Swap and Finance Lease Obligations - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 74,143 | $ 73,630 |
Plus finance lease obligations | 676 | |
Less current portion | (3,498) | (12,449) |
Long-term debt, excluding current maturities | 71,502 | 62,109 |
Less deferred financing costs, net | (865) | (1,125) |
Long-term debt and finance lease obligation, net | 70,637 | 60,984 |
Loans Payable | Mortgage loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 49,743 | 51,730 |
Loans Payable | Acquisition loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 9,400 | 6,900 |
Revolving Credit Facility | Amended and restated credit agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt | 15,000 | |
Revolving Credit Facility | Affiliated revolver | ||
Debt Instrument [Line Items] | ||
Long-term debt | 339 | |
Revolving Credit Facility | Line of Credit | Amended and restated credit agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt | 14,000 | 15,000 |
Revolving Credit Facility | Line of Credit | Affiliated revolver | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,000 | 0 |
Equipment | ||
Debt Instrument [Line Items] | ||
Plus finance lease obligations | $ 857 | $ 928 |
Long-Term Debt, Interest Rate_4
Long-Term Debt, Interest Rate Swap and Finance Lease Obligations - Narrative (Details) | Dec. 01, 2018USD ($) | Feb. 26, 2016USD ($) | Dec. 31, 2019USD ($)centerletter_of_credit | Sep. 01, 2019 | May 13, 2019USD ($)center | Apr. 30, 2019center | Mar. 31, 2019center | Dec. 31, 2018USD ($) | Oct. 01, 2018 | Oct. 03, 2016USD ($) |
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Number of skilled nursing centers participating in QIPP | 12 | 4 | 11 | 1 | 11 | |||||
Weighted average interest rate of long term debt | 5.86% | |||||||||
Long-term debt | $ 74,143,000 | $ 73,630,000 | ||||||||
Interest rate swap | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Notional amount of interest rate swap | 26,785,000 | |||||||||
Amended and restated credit agreement | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Number of skilled nursing centers participating in QIPP | center | 3 | |||||||||
Deferred financing costs capitalized | $ 333,000 | 146,000 | ||||||||
Number of owned nursing centers | center | 15 | |||||||||
Number of letters of credit | letter_of_credit | 4 | |||||||||
Mortgages | Amended and restated credit agreement | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Borrowing capacity | $ 80,000,000 | |||||||||
Mortgage loan with principal and interest payable monthly based | 25 years | |||||||||
Term mortgage loan facility | $ 59,143,000 | |||||||||
Mortgages | Amended and restated credit agreement | Interest rate swap | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Interest rate | 5.79% | |||||||||
Revolving Credit Facility | Amended and restated credit agreement | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Borrowing capacity | $ 42,250,000 | $ 52,250,000 | $ 52,250,000 | |||||||
Term of loan | 5 years | |||||||||
Proceeds applied to outstanding borrowings | 4,947 | |||||||||
Line of credit facility reserve | 2,100,000 | |||||||||
Long-term debt | $ 15,000,000 | |||||||||
Interest rate on debt | 5.75% | |||||||||
Borrowing under the revolving credit facility | $ 5,774,000 | |||||||||
Revolving Credit Facility | Amended and restated credit agreement | Omega Healthcare Investors, Inc | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Letters of credit security deposit for a lease | 12,143,000 | |||||||||
Revolving Credit Facility | Affiliated revolver | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Borrowing capacity | 31,579,000 | $ 5,000,000 | ||||||||
Periodic reduction in capacity | 1,000,000 | |||||||||
Long-term debt | $ 339,000 | |||||||||
Interest rate on debt | 5.75% | |||||||||
Borrowing under the revolving credit facility | $ 1,000,000 | $ 2,000,000 | ||||||||
Letter of credit | Amended and restated credit agreement | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Annual fee for letters of credit issued under Revolver outstanding | 3.00% | |||||||||
Mortgage term loan | Amended and restated credit agreement | LIBOR | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Long-term debt basis spread based on LIBOR | 4.00% | |||||||||
Mortgage term loan | Mortgages | Amended and restated credit agreement | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Borrowing capacity | $ 67,500,000 | |||||||||
Stated interest rate | 5.75% | |||||||||
Mortgage term loan | Mortgages | Amended and restated credit agreement | Interest rate swap | Designated as hedging instrument | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Notional amount of interest rate swap | $ 30,000,000 | |||||||||
Mortgage term loan | Revolving Credit Facility | Amended and restated credit agreement | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Proceeds applied to outstanding borrowings | 11,100,000 | |||||||||
Loans Payable | Acquisition loan | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Long-term debt | 9,400,000 | 6,900,000 | ||||||||
Loans Payable | Mortgage loan | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Long-term debt | $ 49,743,000 | 51,730,000 | ||||||||
Acquisition loan facility | Amended and restated credit agreement | LIBOR | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Long-term debt basis spread based on LIBOR | 4.75% | |||||||||
Acquisition loan facility | Mortgages | Amended and restated credit agreement | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Borrowing capacity | $ 12,500,000 | |||||||||
Interest rate | 6.50% | |||||||||
Acquisition loan facility | Revolving Credit Facility | Amended and restated credit agreement | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Borrowing capacity | 10,400,000 | |||||||||
Proceeds applied to outstanding borrowings | $ 2,100,000 | |||||||||
Line of Credit | Revolving Credit Facility | Amended and restated credit agreement | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Long-term debt | $ 14,000,000 | 15,000,000 | ||||||||
Line of Credit | Revolving Credit Facility | Affiliated revolver | ||||||||||
Long-Term Debt and Interest Rate Swap (Textual) [Abstract] | ||||||||||
Long-term debt | $ 1,000,000 | $ 0 |
Long-Term Debt, Interest Rate_5
Long-Term Debt, Interest Rate Swap and Finance Lease Obligations - Schedule of Deferred Loan Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Write-off of deferred financing costs | $ 0 | $ 267 | $ 0 |
Amended and restated credit agreement | |||
Debt Instrument [Line Items] | |||
Write-off of deferred financing costs | 0 | 267 | |
Deferred financing costs capitalized | $ 333 | $ 146 |
Long-Term Debt, Interest Rate_6
Long-Term Debt, Interest Rate Swap and Finance Lease Obligations - Schedule of Principal Payments of Long Term Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Deferred financing costs, net | $ 865 | $ 1,125 |
2020 | 3,085 | |
2021 | 71,058 | |
Total | $ 74,143 | $ 73,630 |
Long-Term Debt, Interest Rate_7
Long-Term Debt, Interest Rate Swap and Finance Lease Obligations - Interest Rate Swap Cash Flow Hedge (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Accumulated other comprehensive income | $ 568 | $ 837 |
Interest rate swap | ||
Derivative [Line Items] | ||
Notional amount of interest rate swap | $ 26,785 | |
Long-term debt fixed based on the interest rate swap | 5.79% | |
Net asset of interest rate swap | $ 57 | |
Accumulated other comprehensive income | 44 | |
Income tax benefit, interest rate swap | $ 13 |
Long-Term Debt, Interest Rate_8
Long-Term Debt, Interest Rate Swap and Finance Lease Obligations - Finance Lease Obligations (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Lessee, Lease, Description [Line Items] | ||
Present value of lease liabilities | $ 676 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease agreement term | 3 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease agreement term | 5 years | |
Equipment | ||
Lessee, Lease, Description [Line Items] | ||
Present value of lease liabilities | $ 857 | $ 928 |
Long-Term Debt, Interest Rate_9
Long-Term Debt, Interest Rate Swap and Finance Lease Obligations - Scheduled Payments of Finance Lease Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Lessee, Lease, Description [Line Items] | ||
2020 | $ 269 | |
2021 | 242 | |
2022 | 179 | |
2023 | 37 | |
2024 | 14 | |
Total lease payments | 741 | |
Less: Interest | (65) | |
Present value of lease liabilities | 676 | |
Equipment | ||
Lessee, Lease, Description [Line Items] | ||
2020 | 461 | |
2021 | 242 | |
2022 | 178 | |
2023 | 37 | |
2024 | 15 | |
Total lease payments | 933 | |
Less: Interest | (76) | |
Present value of lease liabilities | $ 857 | $ 928 |
Shareholders' Equity, Stock P_3
Shareholders' Equity, Stock Plans and Preferred Stock - Shareholders' Equity and Stock Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 31, 2017 | Jun. 30, 2016 | Jun. 29, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized under the Plan (in shares) | 350,000 | 150,000 | ||||
Stock based compensation | $ 573 | $ 1,127 | $ 1,027 | |||
Total unrecognized stock-based compensation expense | 406 | |||||
Net proceeds under equity grants | $ 41 | |||||
Restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grants approved by the Board of Directors (in shares) | 151,000 | 90,000 | ||||
Restricted stock | First anniversary | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage of awards | 33.33% | |||||
Restricted stock | Second anniversary | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage of awards | 33.33% | |||||
Restricted stock | Third anniversary | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage of awards | 33.33% | |||||
Stock Options and Stock Appreciation Rights (SARs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average remaining life of outstanding equity grants | 5 years 1 month 21 days | |||||
Weighted average remaining life of grants that are exercisable | 4 years 8 months 5 days | |||||
Stock option and SOSAR grants exercised (in shares) | 2,000 | |||||
2008 Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | 150,000 | |||||
Percentage of fair market value at date of grant (percentage) | 85.00% | |||||
Restriction period | 2 years | |||||
2010 Long Term Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | 680,000 | 380,000 |
Shareholders' Equity, Stock P_4
Shareholders' Equity, Stock Plans and Preferred Stock - Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividends | 2.70% |
Weighted average expected term (years) | 6 years |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility (range) | 47.00% |
Risk free interest rate (range) | 2.68% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility (range) | 49.00% |
Risk free interest rate (range) | 2.75% |
Shareholders' Equity, Stock P_5
Shareholders' Equity, Stock Plans and Preferred Stock - Schedule of Weighted Average Grant Date Fair Value and Total Intrinsic Value of Exercises (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Weighted average grant date fair value (in dollars per share) | $ 0 | $ 3.05 | $ 0 |
Total intrinsic value of exercises | $ 3 | $ 115 | $ 2 |
Shareholders' Equity, Stock P_6
Shareholders' Equity, Stock Plans and Preferred Stock - Schedule of Stock Options Outstanding and Exercisable (Details) - Stock Options and Stock Appreciation Rights (SARs) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted Average Exercise Prices (in dollars per share) | $ 7.55 | $ 7.29 |
Grants Outstanding (in shares) | 76 | |
Grants Exercisable (in shares) | 66 | |
$8.14 to $10.21 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, lower range limit (in dollars per share) | $ 8.14 | |
Range of Exercise Prices, upper range limit (in dollars per share) | 10.21 | |
Weighted Average Exercise Prices (in dollars per share) | $ 8.83 | |
Grants Outstanding (in shares) | 45 | |
Intrinsic Value - Grants Outstanding | $ 0 | |
Grants Exercisable (in shares) | 35 | |
Intrinsic Value - Grants Exercisable | $ 0 | |
$5.45 to $5.86 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, lower range limit (in dollars per share) | $ 5.45 | |
Range of Exercise Prices, upper range limit (in dollars per share) | 5.86 | |
Weighted Average Exercise Prices (in dollars per share) | $ 5.71 | |
Grants Outstanding (in shares) | 31 | |
Intrinsic Value - Grants Outstanding | $ 0 | |
Grants Exercisable (in shares) | 31 | |
Intrinsic Value - Grants Exercisable | $ 0 |
Shareholders' Equity, Stock P_7
Shareholders' Equity, Stock Plans and Preferred Stock - Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable (Details) - Stock Options and Stock Appreciation Rights (SARs) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 76 | 76 | 122 |
Granted (in shares) | 0 | ||
Exercised (in shares) | (2) | ||
Expired or cancelled (in shares) | (44) | ||
Outstanding at end of period (in shares) | 76 | ||
Number of Shares, Exercisable (in shares) | 66 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Weighted-Average Exercise Price, Outstanding at beginning of period (in dollars per share) | $ 7.29 | ||
Weighted-Average Exercise Price, Granted (in dollars per share) | 0 | ||
Weighted-Average Exercise Price, Exercised (in dollars per share) | 2.37 | ||
Weighted-Average Exercise Price, Expired or cancelled (in dollars per share) | 7.06 | ||
Weighted-Average Exercise Price, Outstanding at end of period (in dollars per share) | $ 7.55 | ||
Weighted-Average Exercise Price, Exercisable (in dollars per share) | $ 7.46 |
Shareholders' Equity, Stock P_8
Shareholders' Equity, Stock Plans and Preferred Stock - Restricted Stock and Restricted Stock Units Activity (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at beginning of period (in shares) | shares | 120 |
Granted (in shares) | shares | 151 |
Dividend Equivalents (in shares) | shares | 0 |
Vested (in shares) | shares | (57) |
Cancelled (in shares) | shares | (7) |
Outstanding at beginning of period (in shares) | shares | 207 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Weighted-Average Grant Date Fair Value, Outstanding at beginning of period (in dollars per share) | $ / shares | $ 8.77 |
Weighted Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares | 3.93 |
Weighted Average Grant Date Fair Value, Dividend Equivalents (in dollars per share) | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Vested (in dollars per share) | $ / shares | 8.91 |
Weighted-Average Grant Date Fair Value, Cancelled (in dollars per share) | $ / shares | 5.97 |
Weighted-Average Grant Date Fair Value, Outstanding at end of period (in dollars per share) | $ / shares | $ 5.28 |
Employee Stock Purchase Plan | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at beginning of period (in shares) | shares | 43 |
Granted (in shares) | shares | 36 |
Dividend Equivalents (in shares) | shares | 0 |
Vested (in shares) | shares | (31) |
Cancelled (in shares) | shares | 0 |
Outstanding at beginning of period (in shares) | shares | 48 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Weighted-Average Grant Date Fair Value, Outstanding at beginning of period (in dollars per share) | $ / shares | $ 9.26 |
Weighted Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares | 3.93 |
Weighted Average Grant Date Fair Value, Dividend Equivalents (in dollars per share) | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Vested (in dollars per share) | $ / shares | 9.54 |
Weighted-Average Grant Date Fair Value, Cancelled (in dollars per share) | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Outstanding at end of period (in dollars per share) | $ / shares | $ 5.08 |
Shareholders' Equity, Stock P_9
Shareholders' Equity, Stock Plans and Preferred Stock - Preferred Stock (Details) | Dec. 31, 2019shares |
Series A Preferred Stock | |
Class of Stock [Line Items] | |
Preferred stock, shares authorized | 195,000 |
Net Loss Per Common Share - Cal
Net Loss Per Common Share - Calculation of Net Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: Loss: | |||||||||||
Loss from continuing operations | $ (1,368) | $ (1,916) | $ (22,616) | $ (1,574) | $ (2,687) | $ (7,512) | $ (327) | $ (738) | $ (27,474) | $ (11,264) | $ (9,748) |
Income (loss) from discontinued operations, net of income taxes | (8,589) | 3,868 | 4,921 | ||||||||
Net loss | $ (36,063) | $ (7,396) | $ (4,827) | ||||||||
Denominator: Basic Weighted Average Common Shares Outstanding (in shares) | 6,459 | 6,372 | 6,279 | ||||||||
Basic net loss per common share | |||||||||||
Income (loss) from continuing operations (in dollars per share) | $ (0.22) | $ (0.30) | $ (3.49) | $ (0.24) | $ (0.42) | $ (1.18) | $ (0.05) | $ (0.12) | $ (4.25) | $ (1.77) | $ (1.55) |
Income (loss) from discontinued operations | |||||||||||
Operating loss, net of taxes (in dollars per share) | (1.33) | 0.61 | 0.78 | ||||||||
Discontinued operations (in dollars per share) | (0.29) | (0.45) | (0.31) | (0.28) | 0.48 | 0.02 | 0 | 0.11 | (1.33) | 0.61 | 0.78 |
Net income (loss) (in dollars per share) | (0.51) | (0.75) | (3.80) | (0.52) | 0.06 | (1.16) | (0.05) | (0.01) | $ (5.58) | $ (1.16) | $ (0.77) |
Weighted Average Common Shares Outstanding: | |||||||||||
Denominator: Basic Weighted Average Common Shares Outstanding (in shares) | 6,459 | 6,372 | 6,279 | ||||||||
Denominator: Diluted Weighted Average Common Shares Outstanding: (in shares) | 6,459 | 6,372 | 6,279 | ||||||||
Diluted net loss per common share | |||||||||||
Income (loss) from continuing operations (in dollars per share) | (0.22) | (0.30) | (3.49) | (0.24) | (0.42) | (1.18) | (0.05) | (0.12) | $ (4.25) | $ (1.77) | $ (1.55) |
Operating loss, net of taxes (in dollars per share) | (1.33) | 0.61 | 0.78 | ||||||||
Discontinued operations, net of taxes (in dollars per share) | (0.29) | (0.45) | (0.31) | (0.28) | 0.48 | 0.02 | 0 | 0.11 | (1.33) | 0.61 | 0.78 |
Diluted net income (loss) per common share (in dollars per share) | $ (0.51) | $ (0.75) | $ (3.80) | $ (0.52) | $ 0.06 | $ (1.16) | $ (0.05) | $ (0.01) | $ (5.58) | $ (1.16) | $ (0.77) |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Antidilutive Securities Excluded from the Computation of Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||
SOSARs/Options Excluded | 76,000 | 114,000 | 45,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Thousands | 12 Months Ended | 36 Months Ended | |||||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2019center | Jun. 30, 2019USD ($) | May 22, 2019 | |
Income Tax Disclosure [Line Items] | |||||||
Cumulative pre-tax income (loss) from continuing operations | $ (11,780) | $ (12,745) | $ (7,214) | $ (31,739) | |||
Tax contingency | 9,500 | ||||||
Tax Act, provisional income tax expense | 5,476 | ||||||
Number of nursing center facilities terminated | 10 | 10 | |||||
Deferred tax assets, valuation allowance | 21,855 | 228 | $ 228 | $ 20,000 | |||
Net operating losses | 8,655 | ||||||
Work Opportunity Tax Credit | |||||||
Income Tax Disclosure [Line Items] | |||||||
Employment tax credit | 210 | $ 64 | $ 210 | ||||
IRS | |||||||
Income Tax Disclosure [Line Items] | |||||||
Operating loss carryforwards limited by change in ownership provisions | $ 3,336 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current provision (benefit) : | |||
Federal | $ 197 | $ (143) | $ 272 |
State | 76 | (412) | 222 |
Total current | 273 | (555) | 494 |
Deferred provision (benefit): | |||
Federal | 12,439 | (529) | 2,544 |
State | 2,982 | (397) | (504) |
Total deferred | 15,421 | (926) | 2,040 |
Provision (benefit) for income taxes of continuing operations | $ 15,694 | $ (1,481) | $ 2,534 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | |||
Provision (benefit) for federal income taxes at statutory rates | $ (2,469) | $ (2,676) | $ (2,453) |
Provision (benefit) for state income taxes, net of federal benefit | (106) | (564) | 322 |
Valuation allowance changes affecting the provision for income taxes | 19,002 | (147) | (498) |
Employment tax credits | (210) | (49) | (173) |
Nondeductible expenses | 122 | 1,899 | 401 |
Stock based compensation expense | 80 | 15 | (29) |
Effect of Tax Cuts and Jobs Creation Act | 0 | 0 | 4,514 |
Rate actualization | (1,349) | 0 | (36) |
Other | 624 | 41 | 486 |
Provision (benefit) for income taxes of continuing operations | $ 15,694 | $ (1,481) | $ 2,534 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Deferred tax assets (liabilities): | |||
Net operating loss and other carryforwards | $ 859 | $ 324 | |
Credit carryforwards | 3,118 | 2,878 | |
Accounts receivable | 4,852 | 4,570 | |
Prepaid expenses | (1,015) | (1,022) | |
Interest rate limitation | 971 | 148 | |
Right-of-use lease | 2,351 | ||
Depreciation | 1,863 | 1,318 | |
Tax goodwill and intangibles | (1,066) | (1,079) | |
Stock-based compensation | 183 | 197 | |
Accrued liabilities | 504 | 896 | |
Accrued rent | 380 | 1,914 | |
Kentucky and Kansas acquisition costs | 0 | 3 | |
Impairment of long-lived assets | 176 | 191 | |
Interest rate swap | (4) | (152) | |
Hedge Ineffectiveness | (155) | (168) | |
Noncurrent self-insurance liabilities | 6,363 | 5,997 | |
Restitution | 2,445 | 0 | |
Other | 30 | 64 | |
Subtotal | 21,855 | 16,079 | |
Less valuation allowance | (21,855) | $ (20,000) | (228) |
Total noncurrent deferred tax assets | $ 0 | $ 15,851 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Feb. 14, 2020USD ($) | Aug. 30, 2019facility | Oct. 01, 2018extensioncenter | Nov. 01, 2016USD ($) | Feb. 29, 2020USD ($) | Dec. 31, 2019USD ($)centerbedlawsuitMultiple | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Oct. 01, 2019 | Sep. 30, 2019center | Aug. 30, 2019extension | Aug. 30, 2019center | May 22, 2019 | Oct. 01, 2016center |
Commitments and Contingencies [Line Items] | |||||||||||||||
Operating lease cost | $ 52,990,000 | ||||||||||||||
Lease and rent expense | $ 49,231,000 | $ 48,248,000 | |||||||||||||
Accrued liability related to straightline rent | $ 9,325,000 | 6,877,000 | |||||||||||||
Number of nursing center facilities leased | center | 34 | 47 | |||||||||||||
Number of skilled nursing centers under lease | center | 23 | ||||||||||||||
Operating lease, initial term | 12 years | 12 years | |||||||||||||
Operating lease, number of lease extensions allowed | extension | 2 | 2 | |||||||||||||
Operating lease, extension period | 10 years | 10 years | |||||||||||||
Operating lease, annual lease fixed escalators, percent | 2.15% | 2.15% | |||||||||||||
Number of nursing center facilities terminated | 10 | 10 | |||||||||||||
Number of licensed nursing beds | bed | 7,329 | ||||||||||||||
Estimated insurance recoveries | $ 1,011 | 5,478 | |||||||||||||
Cash expenditures for self-insured professional liability costs | 4,578,000 | 6,540,000 | 6,593,000 | ||||||||||||
Liability for workers compensation claims | 921,000 | 618,000 | |||||||||||||
Workers compensation insurance, non current receivable for excess premiums paid | 1,575,000 | 1,258,000 | |||||||||||||
Health insurance, maximum self-insured annual amount per individual | $ 200,000 | ||||||||||||||
Salary multiple | Multiple | 2 | ||||||||||||||
Renewal period for employee agreements | 1 year | ||||||||||||||
Number of professional liability lawsuits | lawsuit | 95 | ||||||||||||||
Number of Professional Liability Lawsuits, Nonoperating Facilities | center | 46 | ||||||||||||||
Litigation contingency expense | $ 3,100,000 | 6,400,000 | $ 0 | ||||||||||||
Duration of alleged breaches of statutory and contractual obligations to patents | 5 years | ||||||||||||||
Leases, acquired-in-place | |||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||
Number of nursing center facilities leased | center | 7 | ||||||||||||||
Scheduled for trial or arbitration over next 12 months | |||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||
Number of professional liability lawsuits | lawsuit | 23 | ||||||||||||||
Professional malpractice liability insurance | |||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||
Insurance policy coverage limits per claim | $ 1,000,000 | ||||||||||||||
Workers compensation insurance, maximum annual aggregate self-insured amount | 3,000,000 | ||||||||||||||
Maximum claim amount on insurance | 5,000,000 | ||||||||||||||
Liability for reported and estimated future claims | 27,390,000 | 27,201,000 | |||||||||||||
Prefunded deductible policy | |||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||
Insurance policy coverage limits per claim | $ 500,000 | ||||||||||||||
Professional liability insurance, annual coverage limit per facility | $ 3,000,000 | ||||||||||||||
Liability for reported claims and estimates for incurred but unreported claims | $ 1,810,000 | $ 1,396,000 | |||||||||||||
Minimum | |||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||
Employee termination agreement term | 1 year | ||||||||||||||
Maximum | |||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||
Maximum contingent liability | $ 1,692,000 | ||||||||||||||
Employee termination agreement term | 3 years | ||||||||||||||
Omega Healthcare Investors, Inc | |||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||
Annual capital expenditure per licensed bed | $ 400 | ||||||||||||||
Total required capital expenditures during remaining lease term | 12,294,000 | ||||||||||||||
Letters of credit security deposit for a lease | 5,332,000 | ||||||||||||||
Golden Living master lease | |||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||
Annual capital expenditure per licensed bed | 520 | ||||||||||||||
Total required capital expenditures during remaining lease term | 6,404,000 | ||||||||||||||
Golden Living | Mississippi | |||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||
Number of nursing center facilities leased | center | 8 | ||||||||||||||
Golden Living | Alabama | |||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||
Number of nursing center facilities leased | center | 12 | ||||||||||||||
Golden Living | Amended lease | |||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||
First year rent | $ 24,675,000 | ||||||||||||||
Annual rent increase, as a percent | 2.00% | ||||||||||||||
Term of lease | 10 years | ||||||||||||||
Letter of credit | Golden Living master lease | |||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||
Letters of credit security deposit for a lease | $ 6,481,000 | ||||||||||||||
Golden Living | |||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||
Operating lease, number of lease extensions allowed | extension | 2 | ||||||||||||||
Operating lease, extension period | 5 years | ||||||||||||||
Number of nursing center facilities owned | center | 20 | ||||||||||||||
Omega Healthcare Investors, Inc | |||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||
Number of nursing center facilities leased | center | 11 | ||||||||||||||
Kentucky Properties | Discontinued Operations | |||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||
Number of nursing center facilities terminated | 10 | 10 | |||||||||||||
Subsequent event | Violations of False Claims Act | |||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||
Litigation contingency expense | $ 9,500,000 | $ 9,500,000 | |||||||||||||
Loss Contingency, Initial Payment Requirement, Amount | $ 500,000 | ||||||||||||||
Settlement, payment period | 5 years | 5 years | |||||||||||||
Settlement agreement, term | 5 years |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Patient revenues, net | $ 120,873 | $ 118,630 | $ 117,967 | $ 117,550 | $ 118,716 | $ 119,036 | $ 119,327 | $ 119,043 | $ 475,020 | $ 476,122 | $ 482,811 |
Professional liability expense | 1,814 | 1,737 | 1,594 | 1,851 | 1,600 | 1,604 | 1,755 | 1,539 | 6,996 | 6,498 | 7,992 |
Loss from continuing operations | (1,368) | (1,916) | (22,616) | (1,574) | (2,687) | (7,512) | (327) | (738) | (27,474) | (11,264) | (9,748) |
Income from discontinued operations | (1,879) | (2,958) | (1,980) | (1,772) | 3,102 | 114 | 17 | 635 | (8,589) | 3,868 | 4,921 |
NET LOSS | $ (3,247) | $ (4,874) | $ (24,596) | $ (3,346) | $ 415 | $ (7,398) | $ (310) | $ (103) | $ (36,063) | $ (7,396) | $ (4,827) |
Basic net loss per common share | |||||||||||
Income (loss) from continuing operations (in dollars per share) | $ (0.22) | $ (0.30) | $ (3.49) | $ (0.24) | $ (0.42) | $ (1.18) | $ (0.05) | $ (0.12) | $ (4.25) | $ (1.77) | $ (1.55) |
Loss from discontinued operations (in dollars per share) | (0.29) | (0.45) | (0.31) | (0.28) | 0.48 | 0.02 | 0 | 0.11 | (1.33) | 0.61 | 0.78 |
Net income (loss) (in dollars per share) | (0.51) | (0.75) | (3.80) | (0.52) | 0.06 | (1.16) | (0.05) | (0.01) | (5.58) | (1.16) | (0.77) |
Diluted net loss per common share | |||||||||||
Income (loss) from continuing operations (in dollars per share) | (0.22) | (0.30) | (3.49) | (0.24) | (0.42) | (1.18) | (0.05) | (0.12) | (4.25) | (1.77) | (1.55) |
Loss from discontinued operations (in dollars per share) | (0.29) | (0.45) | (0.31) | (0.28) | 0.48 | 0.02 | 0 | 0.11 | (1.33) | 0.61 | 0.78 |
Diluted net income (loss) per common share (in dollars per share) | $ (0.51) | $ (0.75) | $ (3.80) | $ (0.52) | $ 0.06 | $ (1.16) | $ (0.05) | $ (0.01) | $ (5.58) | $ (1.16) | $ (0.77) |
Valuation allowance | $ 20,000 |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 25, 2020USD ($) | Feb. 14, 2020USD ($) | Feb. 29, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Subsequent Event [Line Items] | ||||||
Litigation contingency expense | $ 3,100,000 | $ 6,400,000 | $ 0 | |||
Violations of False Claims Act | Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Litigation contingency expense | $ 9,500,000 | $ 9,500,000 | ||||
Settlement, payment period | 5 years | 5 years | ||||
Settlement agreement, term | 5 years | |||||
Sixth Amendment | Revolving Credit Facility | Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Minimum fixed charge coverage ratio, per quarter | 1.01 | |||||
Debt Instrument, Redemption, Period One | Sixth Amendment | Revolving Credit Facility | Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Minimum adjusted EBITA required | $ 9,500,000 | |||||
Debt Instrument, Redemption, Period Two | Sixth Amendment | Revolving Credit Facility | Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Minimum adjusted EBITA required | 3,250,000 | |||||
Debt Instrument, Redemption, Period Three | Sixth Amendment | Revolving Credit Facility | Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Minimum adjusted EBITA required | 6,500,000 | |||||
Debt Instrument, Redemption, Period Four | Sixth Amendment | Revolving Credit Facility | Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Minimum adjusted EBITA required | 9,750,000 | |||||
Debt Instrument, Redemption, Period Five | Sixth Amendment | Revolving Credit Facility | Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Minimum adjusted EBITA required | $ 13,000,000 |
Schedule II - Valuation of Qu_2
Schedule II - Valuation of Qualifying Accounts of Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Valuation allowance | $ 20,000 | |||
Allowance for doubtful accounts | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | $ 0 | $ 14,235 | $ 10,326 | |
Impact of ASC 606 Adoption | 0 | (14,235) | 0 | |
Charged to Costs and Expenses | 0 | 0 | 8,958 | |
Payments | 0 | 0 | (5,049) | |
Balance at End of Period | 0 | 0 | 14,235 | |
Professional Liability Reserve | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | 27,201 | 20,057 | 19,977 | |
Charged to Costs and Expenses | 10,435 | 8,865 | 7,935 | |
Charged to Other Accounts | 0 | 0 | 0 | |
Other | (3,020) | 5,475 | 0 | |
Payments | (7,226) | (7,196) | (7,855) | |
Balance at End of Period | 27,390 | 27,201 | 20,057 | |
Workers Compensation Reserve | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | 618 | 867 | 171 | |
Charged to Costs and Expenses | 400 | (18) | 995 | |
Charged to Other Accounts | 0 | 0 | 0 | |
Other | 0 | 0 | 0 | |
Payments | (97) | (231) | (299) | |
Balance at End of Period | 921 | 618 | 867 | |
Health Insurance Reserve | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | 1,396 | 1,326 | 1,019 | |
Charged to Costs and Expenses | 16,733 | 14,369 | 13,769 | |
Charged to Other Accounts | 0 | 0 | 0 | |
Other | 0 | 0 | 0 | |
Payments | (16,319) | (14,299) | (13,462) | |
Balance at End of Period | 1,810 | 1,396 | 1,326 | |
Deferred Tax Valuation Allowance | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | 228 | 377 | 732 | |
Charged to Other Accounts | 21,657 | 0 | 0 | |
Payments | 0 | (149) | (355) | |
Balance at End of Period | $ 21,885 | $ 228 | $ 377 |