Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 21, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Trading Symbol | hlth | |
Entity Registrant Name | Nobilis Health Corp. | |
Entity Central Index Key | 1,409,916 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 77,805,014 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash | $ 34,139 | $ 24,572 |
Trade accounts receivable, net of allowance of $750 at September 30, 2017 and December 31, 2016 | 112,402 | 124,951 |
Medical supplies | 3,488 | 4,468 |
Prepaid expenses and other current assets | 13,521 | 10,083 |
Total current assets | 163,550 | 164,074 |
Property and equipment, net | 39,873 | 36,723 |
Intangible assets, net | 20,393 | 19,618 |
Goodwill | 70,003 | 62,018 |
Deferred tax asset | 21,867 | 21,652 |
Other long-term assets | 1,413 | 1,350 |
Total Assets | 317,099 | 305,435 |
Current Liabilities: | ||
Trade accounts payable | 19,169 | 22,184 |
Accrued liabilities | 37,518 | 30,145 |
Current portion of capital leases | 2,746 | 3,985 |
Current portion of long-term debt | 2,127 | 2,220 |
Current portion of convertible promissory note | 2,500 | 0 |
Current portion of warrant and stock option derivative liabilities | 0 | 3 |
Other current liabilities | 9,592 | 7,561 |
Total current liabilities | 73,652 | 66,098 |
Lines of credit | 18,000 | 15,000 |
Long-term capital leases, net of current portion | 12,317 | 12,387 |
Long-term debt, net of current portion | 46,190 | 48,323 |
Convertible promissory notes, net of current portion | 4,750 | 2,250 |
Warrant and stock option derivative liabilities, net of current portion | 458 | 899 |
Other long-term liabilities | 3,736 | 3,999 |
Total liabilities | 159,103 | 148,956 |
Commitments and Contingencies | ||
Contingently redeemable noncontrolling interest | 14,663 | 14,304 |
Shareholder's Equity: | ||
Common shares, no par value, unlimited shares authorized, 77,805,014 shares issued and outstanding at September 30, 2017 and December 31, 2016 | ||
Additional paid in capital | 225,122 | 222,240 |
Accumulated deficit | (78,841) | (79,042) |
Total shareholders’ equity attributable to Nobilis Health Corp. | 146,281 | 143,198 |
Noncontrolling interests | (2,948) | (1,023) |
Total shareholders' equity | 143,333 | 142,175 |
Total Liabilities and Shareholders' Equity | $ 317,099 | $ 305,435 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable, current | $ 750 | $ 750 |
Common shares issued (in shares) | 77,805,014 | 77,805,014 |
Common shares outstanding (in shares) | 77,805,014 | 77,805,014 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
Patient and net professional fees | $ 59,514 | $ 65,666 | $ 201,488 | $ 167,199 |
Contracted marketing revenues | 2,211 | 2,604 | 5,163 | 10,754 |
Factoring revenues | 2,927 | 2,413 | 6,265 | 5,874 |
Total revenues | 64,652 | 70,683 | 212,916 | 183,827 |
Income (loss) from operations | 1,283 | (1,101) | 5,533 | (10,740) |
Other expense (income): | ||||
Change in fair value of warrant and stock option derivative liabilities | (171) | 133 | (358) | (1,566) |
Interest expense | 1,380 | 744 | 3,998 | 2,115 |
Other expense (income), net | 143 | (198) | 215 | (3,011) |
Total other expense (income) | 1,352 | 679 | 3,855 | (2,462) |
(Loss) income before income taxes and noncontrolling interests | (69) | (1,780) | 1,678 | (8,278) |
Income tax (benefit) expense, net | (70) | 483 | 628 | (1,766) |
Net income (loss) | 1 | (2,263) | 1,050 | (6,512) |
Net (loss) income attributable to noncontrolling interests | (1,013) | 496 | 849 | (3,594) |
Net income (loss) attributable to Nobilis Health Corp. | 1,014 | (2,091) | (726) | (4,716) |
Net income (loss) attributable to Nobilis Health Corp. | $ 1,014 | $ (2,759) | $ 201 | $ (2,918) |
Net income (loss) per basic common share (in dollars per share) | $ 0.01 | $ (0.04) | $ 0 | $ (0.04) |
Net income (loss) per fully diluted common share (in dollars per share) | $ 0.01 | $ (0.04) | $ 0 | $ (0.04) |
Weighted average shares outstanding (basic) (in shares) | 77,805,014 | 76,774,967 | 77,805,014 | 76,114,538 |
Weighted average shares outstanding (fully diluted) (in shares) | 78,132,127 | 76,774,967 | 78,168,019 | 76,114,538 |
Operating expenses | ||||
Revenues: | ||||
Salaries and benefits | $ 15,735 | $ 13,209 | $ 46,473 | $ 38,377 |
Drugs and supplies | 10,386 | 15,473 | 35,709 | 39,670 |
General and administrative | 27,571 | 33,195 | 96,409 | 85,678 |
Depreciation and amortization | 2,716 | 1,952 | 7,782 | 6,462 |
Total operating expenses | 56,408 | 63,829 | 186,373 | 170,187 |
Corporate expenses | ||||
Revenues: | ||||
Salaries and benefits | 2,949 | 1,765 | 9,011 | 5,077 |
General and administrative | 3,252 | 4,576 | 10,100 | 14,984 |
Legal expenses | 667 | 1,535 | 1,643 | 4,110 |
Depreciation and amortization | 93 | 79 | 256 | 209 |
Total operating expenses | $ 6,961 | $ 7,955 | $ 21,010 | $ 24,380 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 1,050 | $ (6,512) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 8,038 | 6,671 |
Share-based compensation | 2,773 | 5,226 |
Change in fair value of warrant and stock option derivative liabilities | (332) | (1,566) |
Deferred income taxes | (215) | (2,435) |
Gain on sale of property and equipment | 0 | (265) |
Loss (earnings) from equity method investment | 108 | (1,000) |
Amortization of deferred financing fees | 358 | 112 |
Capital lease interest payments | (787) | (1,040) |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed: | ||
Trade accounts receivable | 13,296 | 6,399 |
Medical supplies | 1,275 | 172 |
Prepaid expenses and other current assets | (3,236) | (938) |
Other long-term assets | 0 | 152 |
Trade accounts payable and accrued liabilities | 3,878 | 334 |
Other current liabilities | 2,032 | 1,777 |
Other long-term liabilities | (355) | 137 |
Distributions from equity method investments | 0 | 1,079 |
Net cash provided by operating activities | 27,883 | 8,303 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (4,470) | (2,898) |
Purchase of equity method investment | 0 | (609) |
Note receivable, net | 0 | 150 |
Acquisitions, net of cash acquired | (8,798) | 0 |
Net cash used for investing activities | (13,268) | (3,357) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Distributions to noncontrolling interests | (2,413) | (6,245) |
Proceeds from exercise of stock options | 0 | 2,074 |
Proceeds from exercise of stock warrants | 0 | 130 |
Payments on capital lease obligations | (3,051) | (3,102) |
Proceeds from line of credit | 3,000 | 5,135 |
Proceeds from debt | 0 | 6,440 |
Payments on debt | (2,013) | (5,026) |
Deferred financing fees | (571) | (404) |
Net cash used for financing activities | (5,048) | (998) |
NET INCREASE IN CASH | 9,567 | 3,948 |
CASH — Beginning of period | 24,572 | 15,666 |
CASH — End of period | 34,139 | 19,614 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 2,966 | 2,052 |
Cash paid for taxes | 1,619 | 2,279 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Capital lease obligations | 2,461 | 405 |
Convertible promissory note | $ 5,000 | $ 2,250 |
COMPANY DESCRIPTION
COMPANY DESCRIPTION | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
COMPANY DESCRIPTION | COMPANY DESCRIPTION Nobilis Health Corp. (“Nobilis” or the “Company”) was incorporated on March 16, 2007 under the name "Northstar Healthcare Inc." pursuant to the provisions of the British Columbia Business Corporations Act . On December 5, 2014, Northstar Healthcare Inc. changed its name to Nobilis Health Corp. The Company owns and manages health care facilities in the States of Texas and Arizona, consisting primarily of specialty surgical hospitals, ambulatory surgery centers and multi-specialty clinics. The Company's service offerings within the health care industry include providing contracted marketing services and accounts receivable factoring. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The Company consolidates entities in which it has a controlling financial interest. The Company consolidates subsidiaries in which it holds, directly or indirectly, more than 50% of the voting rights and, in the case of variable interest entities, with respect to which the Company is determined to be the primary beneficiary. The accompanying interim consolidated financial statements have not been audited by the Company’s independent registered public accounting firm, except that the Consolidated Balance Sheet at December 31, 2016 , is derived from previously audited consolidated financial statements. In the opinion of management, all material adjustments, consisting of normal recurring adjustments, necessary for fair presentation have been included. These interim consolidated financial statements include all accounts of the Company. All intercompany transactions and accounts have been eliminated upon consolidation. Certain reclassifications have been made to prior period amounts to conform to current period financial statement classifications. The reclassifications included in these comparative interim consolidated financial statements represent a change in presentation of cash flows related to capital leases. The reclassifications were deemed to be immaterial to the consolidated financial statements both individually and in the aggregate. These consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, these interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Annual Report”) filed with the SEC on March 14, 2017. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. There have been no material changes to the Company’s critical accounting policies or estimates from those disclosed in the 2016 Annual Report. Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (FASB) issued Account Standard Update (ASU) No. 2017-01, Business Combinations – Clarifying the Definition of a Business . This standard clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions, disposals of assets or businesses. The standard introduces a test to determine when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contributes to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company does not expect the adoption of this ASU to have a material impact on our consolidated financial statements. In May 2017, the FASB issued ASU 2017-10, Service Concession Arrangements: Determining the Customer of the Operation Services. This standard clarifies the accounting and definition of the grantor in a service concession arrangement. Per ASU 2017-10, the grantor is the customer of the operation services in all cases for those arrangements. This new ASU is effective for the Company for reporting periods beginning after December 15, 2017. The Company is currently evaluating the new guidance to determine the method of adoption that it will use and the impact it will have on our consolidated financial statements. Recently Adopted Accounting Standards In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 impacts several aspects of the accounting for share-based payment transactions, including classification of certain items on the consolidated statement of cash flows and accounting for income taxes. Specifically, the ASU requires that excess tax benefits and tax deficiencies (the difference between the deduction for tax purposes and the compensation cost recognized for financial reporting purposes) be recognized as income tax expense or benefit in the consolidated statement of operations, introducing a new element of volatility to the provision for income taxes. ASU 2016-09 is effective on January 1, 2017, with early adoption permitted. The Company adopted this ASU in the first quarter of 2017. This adoption did not have an impact on the Company's financial statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. This standard simplifies the accounting for goodwill impairment by eliminating step two from the goodwill impairment test. Instead of a two-step impairment model, if the carrying amount of a reporting unit exceeds its fair value as determined in step one of the impairment test, an impairment loss is measured at the amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. This ASU is effective for any interim or annual impairment tests for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted this ASU in the second quarter of 2017. This adoption did not have an impact on the Company's financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. This standard clarifies the accounting and application of modifications to terms and conditions of share-based payment awards. This new ASU, based on meeting certain fair market value, classification and vesting conditions, includes guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. Early adoption is permitted, including adoption in any interim period. The Company adopted this ASU in the second quarter of 2017. This adoption did not have an impact on the Company's financial statements. Revenue Recognition Accounting Standards In May 2014, the FASB issued ASU No. 2014-09 , Revenue from Contracts with Customers (Topic 606) , which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” The standard provides enhancements to the quality and consistency of how revenue is reported by companies, while also improving comparability in the financial statements of companies reporting using International Financial Reporting Standards or U.S. GAAP. The new standard also will require enhanced revenue disclosures, provide guidance for transactions that were not previously addressed comprehensively and improved guidance for multiple-element arrangements. This accounting standard becomes effective for the Company for reporting periods beginning after December 15, 2017, and interim reporting periods thereafter. Early adoption is permitted for annual reporting periods (including interim periods) beginning after December 15, 2016. This new standard permits the use of either the retrospective or cumulative effect transition method. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contract s with Customers (Topic 606): Principal versus Agent Considerations . The purpose of this standard is to clarify the implementation of guidance on principal versus agent considerations related to ASU 2014-09. The standard has the same effective date as ASU 2014-09 described above. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customer (Topic 606) Identifying Performance Obligations and Licensing , which provides clarity related to ASU 2014-09 regarding identifying performance obligations and licensing implementation. The standard has the same effective date as ASU 2014-09 described above. In May 2016, the FASB issued ASU 2016-12: Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which provides narrow scope improvements and practical expedients related to ASU 2014-09. The purpose of this standard is to clarify certain narrow aspects of ASU 2014-09, such as assessing the collectability criterion, presentation of sales taxes, and other similar taxes collected from customers, non-cash consideration, contract modifications at transition, completed contracts at transition, and technical correction. The standard has the same effective date as ASU 2014-09 described above. In December 2016, the FASB issued ASU 2016-20: Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers . The amendments in this standard affect narrow aspects of guidance issued in ASU 2014-09. The standard has the same effective date as ASU 2014-09 described above. The Company plans to adopt these new revenue standard updates in the first quarter of 2018 and does not anticipate the adoption of these pronouncements to have a material impact with regard to its current contracts on its consolidated financial statements. The Company is still evaluating the possible effects of the new standard and has selected the modified retrospective transition method. The revenue recognition steering committee is currently evaluating the appropriate level of revenue disaggregation, as well as possible changes of internal control as it relates to the overall implementation. Moreover, industry guidance is continuing to develop around this issue, and any conclusions in the final industry guidance that is inconsistent with the Company’s application could result in changes to the Company’s expectations regarding the impact that this new accounting standard could have on the Company’s financial statements. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS The Company accounts for all transactions that represent business combinations using the acquisition method of accounting, where the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed and any noncontrolling interests has been obtained, limited to one year from the acquisition date) are recorded as of the date of acquisition. Any material impact to comparative information for periods after acquisition, but before the period in which adjustments are identified, is recognized during the measurement period in the reporting period in which the adjustment amounts are determined. 2017 Transactions: DeRosa Medical, P.C. ("DeRosa") On September 13, 2017, the Company purchased DeRosa in exchange for $0.9 million in cash. As a result of the acquisition, the Company has recognized $0.7 million of goodwill within our Medical Segment. The Company believes that the goodwill is primarily comprised of the business opportunities to be gained through the expanded geographical coverage as well as the access to a new physician group. Hamilton Vein Center (HVC) The Company completed the acquisition of the operating assets of HVC, Hamilton Physician Services, LLC, a Texas limited liability company (“HPS”), Carlos R. Hamilton, III, M.D., P.A. a Texas Professional Association (“PA”) (HPS and PA are each a “Seller” and collectively “Sellers”), and Carlos R. Hamilton III, M.D, a resident of the State of Texas (“Owner”). The Company, Northstar Healthcare Acquisitions, L.L.C. ("Buyer"), Sellers and Owner entered into an amended and restated purchase agreement (the “Amended and Restated Asset Purchase Agreement”) dated as of March 8, 2017. Buyer received substantially all of the operating assets of Sellers in exchange for an aggregate purchase price of approximately $13.3 million , comprised of $8.3 million in cash, $5.0 million in the form of a convertible note and an additional $0.3 million purchase price increase related to a working capital adjustment. The note is convertible to cash or stock at the Company's election, and is payable in two equal installments over a two -year period. As part of the Amended and Restated Purchase Agreement, $0.5 million of the cash purchase price was held back and is subject to certain indemnification provisions. On the twelve-month anniversary of closing, 50% of the amount held back, less any amounts paid as, or claimed as, indemnification, will be paid to the Owner. The remaining amounts held back, less any amounts paid as, or claimed as, indemnification, will be paid to the Owner on the twenty-four-month anniversary of closing. As a result of the acquisition, the Company has recognized $8.3 million of goodwill within our Medical Segment. The Company believes that the goodwill is primarily comprised of the business opportunities to be gained through the expanded geographical coverage as well as the access to a new physician group. Revenues and net loss for the three months ended September 30, 2017, are $3.0 million and $0.8 million , respectively. Revenues and net loss for the nine months ended September 30, 2017, are $7.8 million and $1.1 million , respectively. The costs related to the transaction were nominal and were expensed during the nine months ended September 30, 2017. These costs are included in the corporate general and administrative expenses in the Company’s Consolidated Statement of Operations for the nine months ended September 30, 2017. We finalized our purchase price allocation during the third quarter of 2017. The final fair values of the identifiable assets acquired and liabilities assumed at the date of acquisition is summarized in the following table ( in thousands ): Recognized as of Acquisition Date Measurement Period Adjustments (1) March 8, 2017 Assets acquired: Cash $ 438 $ — $ 438 Trade accounts receivable 747 (150 ) 597 Prepaid expenses and other current assets 42 — 42 Medical Supplies 295 — 295 Property and equipment 2,359 611 2,970 Intangible assets — 1,900 1,900 Goodwill 10,828 (2,499 ) 8,329 Total assets acquired $ 14,709 $ (138 ) $ 14,571 Liabilities assumed: Trade accounts payable $ 612 $ (203 ) $ 409 Refunds payable 347 (347 ) — Accrued liabilities 524 (83 ) 441 Current portion of capital lease 69 — 69 Long-term portion of capital leases 39 — 39 Total liabilities assumed $ 1,591 $ (633 ) $ 958 Consideration: Cash $ 8,321 $ — $ 8,321 Convertible promissory note 5,000 — 5,000 Working capital adjustment (203 ) 495 292 Total consideration $ 13,118 $ 495 $ 13,613 (1) The measurement period adjustments reflect changes in the estimated fair values of certain assets and liabilities. The measurement period adjustments were recorded to reflect new information obtained about facts and circumstances existing as of the date the acquisition was consummated and did not result from intervening events subsequent to that date. 2016 Transactions: On October 28, 2016, the Company acquired Arizona Vein and Vascular Center, LLC (AVVC) and its four affiliated surgery centers operating as Arizona Center for Minimally Invasive Surgery, LLC (ACMIS), (collectively, “AZ Vein”) from Dr. L. Philipp Wall, M.D., for a total purchase price of $22.3 million comprised of $17.5 million in cash, $2.25 million in Nobilis common shares, $2.25 million in the form of a convertible note, $0.1 million earn-out arrangement to be paid in cash based on a trailing 12 month earnings before interest, income taxes, depreciation and amortization (EBITDA) of AZ Vein and the purchased assets and an additional $0.2 million purchase price increase related to a working capital adjustment. In addition, $1.1 million of the cash purchase price was held back and is subject to certain indemnification provisions. On the twelve-month anniversary of closing, 50% of the amount held back, less any amounts paid as, or claimed as, indemnification, will be paid to Dr. Wall. The remaining amount held back, less any amounts paid as, or claimed as, indemnification, will be paid to Dr. Wall on the twenty-four-month anniversary of closing. Dr. Wall was the sole equity holder for both AVVC and ACMIS and started the companies in 2007 and 2012, respectively. AVVC and ACMIS are leading clinical and surgical providers for vascular, radiology, podiatry, and general surgery, with five locations in the Phoenix and Tucson metropolitan areas. The acquisition expands Nobilis' presence in two high-growth geographic markets, Phoenix and Tucson, and increases its multi-specialty offering with new vascular surgical specialties within a group of established physician partners. As a result of the acquisition, the Company has recognized $16.1 million of goodwill within our Medical Segment. The Company believes that the goodwill is primarily comprised of the business opportunities to be gained through the expanded geographical coverage as well as the access to a new physician group. Revenues and net loss for the three months ended September 30, 2017, are $1.2 million and $2.2 million , respectively. Revenues and net loss for the nine months ended September 30, 2017, are $4.3 million and $5.3 million , respectively. The costs related to the transaction were $0.3 million and were expensed during the year ended December 31, 2016. These costs are included in the corporate general and administrative expenses in the Company’s Consolidated Statement of Operations for the year ended December 31, 2016. We finalized our purchase price allocation during the second quarter of 2017. The final fair values of the identifiable assets acquired and liabilities assumed at the date of acquisition is summarized in the following table ( in thousands ): Recognized as of Acquisition Date Measurement Period Adjustments (1) October 28, 2016 Assets acquired: Cash $ 261 $ — $ 261 Trade accounts receivable 3,472 — 3,472 Prepaid expenses and other current assets 188 — 188 Medical Supplies 191 — 191 Property and equipment 2,745 — 2,745 Other long-term assets 6 — 6 Intangible assets 1,700 — 1,700 Goodwill 17,185 (1,041 ) 16,144 Total assets acquired $ 25,748 $ (1,041 ) $ 24,707 Liabilities assumed: Trade accounts payable $ 996 $ — $ 996 Accrued liabilities 273 — 273 Current portion of capital leases 472 — 472 Long-term portion of capital leases 666 — 666 Total liabilities assumed $ 2,407 $ — $ 2,407 Consideration: Cash $ 17,500 $ — $ 17,500 Stock issued 2,250 — 2,250 Convertible promissory note 2,250 — 2,250 Working capital adjustment 1,241 (1,041 ) 200 Earnout consideration 100 — 100 Total consideration $ 23,341 $ (1,041 ) $ 22,300 (1) The measurement period adjustments reflect changes in the estimated fair values of certain assets and liabilities. The measurement period adjustments were recorded to reflect new information obtained about facts and circumstances existing as of the date the acquisition was consummated and did not result from intervening events subsequent to that date. Unaudited Supplemental Pro Forma Information The following table presents the unaudited pro forma results of the Company as if all of the business combinations previously discussed had been made on January 1, 2016. The pro forma information is based on the Company’s consolidated results of operations for the three and nine months ended September 30, 2017 and 2016. The unaudited supplemental pro forma financial information has been provided for illustrative purposes only and does not purport to be indicative of the actual results that would have been achieved by combining the companies for the periods presented, or of the results that may be achieved by the combined companies in the future. Further, results may vary significantly from the results reflected in the following unaudited supplemental pro forma financial information because of future events and transactions, as well as other factors. The unaudited supplemental pro forma financial information presented below has been prepared by adjusting the historical results of the Company to include historical results of the acquired businesses described above and was then adjusted: (i) to increase amortization expense resulting from intangible assets acquired; (ii) to reduce interest expense from debt which was retained by the seller upon acquisition of the respective businesses and concurrently increase the Company's interest expense based upon the purchase price; and (iii) to increase depreciation expense for the incremental increase in the value of property and equipment acquired; (iv) to decrease expenses for management services which were provided by the preceding parent entity and to concurrently increase expenses for management services which are now provided by the Company; (v) to adjust earnings per share to reflect the common shares issued as part of the purchase consideration. The unaudited supplemental pro forma financial information does not include adjustments to reflect the impact of other cost savings or synergies that may result from these acquisition. The following table shows our pro forma results for the three and nine months ended September 30, 2017 and 2016 ( in thousands, except per share amounts ): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Revenue $64,652 $ 78,960 $ 215,518 $ 205,971 Income (loss) from operations $1,283 $ (29 ) $ 4,558 $ (12,175 ) Net income (loss) attributable to Nobilis Health Corp. $1,014 $ (2,091 ) $ (726 ) $ (4,716 ) Net income (loss) per basic common share $0.01 $ (0.03 ) $ (0.01 ) $ (0.06 ) |
INVESTMENTS IN ASSOCIATES
INVESTMENTS IN ASSOCIATES | 9 Months Ended |
Sep. 30, 2017 | |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures [Abstract] | |
INVESTMENTS IN ASSOCIATES | INVESTMENTS IN ASSOCIATES In March 2016, the Company acquired a 58% interest in Athelite Holdings LLC ("Athelite"), a holding company with a 70% interest in Dallas Metro Surgery Center LLC ("Dallas Metro"), a company formed to provide management services to a Hospital Outpatient Department (HOPD). In April 2016, Athelite interest in Dallas Metro was reduced to 62% . The Athelite investment is accounted for as an equity method investment as the Company did not obtain the necessary level of control for the investment to be accounted for as a business combination. This is due to the fact that the Company does not have the ability to directly appoint a majority of the board members of Dallas Metro or independently make strategic operational decisions. The carrying value as of September 30, 2017 was $0.4 million . The investment is classified as other long-term assets in the Consolidated Balance Sheets. |
FINANCIAL INSTRUMENTS AND CONCE
FINANCIAL INSTRUMENTS AND CONCENTRATION | 9 Months Ended |
Sep. 30, 2017 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS AND CONCENTRATION | FINANCIAL INSTRUMENTS AND CONCENTRATION The Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect to these risks is presented throughout these consolidated financial statements. Principal financial instruments The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows: • Accounts receivable and other receivables • Investments in associates • Accounts payable, accrued liabilities and other current liabilities • Other liabilities and notes payable • Capital leases • Lines of credit • Debt • Warrants • Non-employee stock options The carrying amounts of the Company’s cash, accounts receivable and other receivables, accounts payable, accrued liabilities, other current liabilities and other liabilities as reflected in the consolidated financial statements approximate fair value due to their short term maturity. The estimated fair value of the Company's other long-term debt instruments approximate their carrying amounts as the interest rates approximate the Company's current borrowing rate for similar debt instruments of comparable maturity, or have variable interest rates. Financial instruments - risk management The Company’s financial instrument risks include, but are not limited to the following: • Credit risk • Fair value risk • Foreign exchange risk • Other market price risk • Liquidity risk • Interest rate risk Credit risk Credit risk is the risk of financial loss to the Company if a patient, non-partner surgeon or insurance company fails to meet its contractual obligations. The Company, in the normal course of business, is exposed mainly to credit risk on its accounts receivable from insurance companies, other third-party payors, and physicians. Accounts receivables are net of applicable bad debt reserves, which are established based on specific credit risk associated with insurance companies, payors and other relevant information. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due and arises from the Company’s management of working capital. The Company’s objective to managing liquidity risk is to ensure that it will have sufficient cash to allow it to meet its liabilities when they become due. To achieve this objective, it seeks to maintain cash balances (or agreed credit facilities) to meet expected requirements. The liquidity risk of the Company and its subsidiaries is managed centrally by the Company’s finance function. The Company believes that there are currently no concerns of its ability to meet its liabilities as they become due for the foreseeable future. The following tables set forth certain information with respect to the Company’s payor concentration. Patient and net professional fee revenues by payor are summarized below for the applicable periods: MEDICAL SEGMENT Three Months Ended September 30, Nine Months Ended September 30, Payors 2017 2016 2017 2016 Private insurance and other private pay 96.2 % 96.3 % 97.0 % 96.2 % Workers compensation 1.7 % 3.4 % 1.8 % 3.4 % Medicare 2.1 % 0.3 % 1.2 % 0.4 % Total 100 % 100 % 100 % 100 % MARKETING SEGMENT Three Months Ended September 30, Nine Months Ended September 30, Payors 2017 2016 2017 2016 Private insurance and other private pay 100.0 % 100.0 % 100.0 % 100.0 % Workers compensation 0.0 % 0.0 % 0.0 % 0.0 % Medicare 0.0 % 0.0 % 0.0 % 0.0 % Total 100 % 100 % 100 % 100 % CONSOLIDATED SEGMENTS Three Months Ended September 30, Nine Months Ended September 30, Payors 2017 2016 2017 2016 Private insurance and other private pay 96.5 % 96.8 % 97.2 % 96.7 % Workers compensation 1.6 % 3.0 % 1.7 % 3.0 % Medicare 1.9 % 0.2 % 1.1 % 0.3 % Total 100 % 100 % 100 % 100 % Market risk Market risk is the risk that the fair value of future cash flows of financial instruments will fluctuate due to changes in interest rates and/or foreign currency exchange rates. Interest rate risk The Company entered into a revolving line of credit that, from time to time, may increase interest rates based on market index. |
TRADE ACCOUNTS RECEIVABLE, NET
TRADE ACCOUNTS RECEIVABLE, NET | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
TRADE ACCOUNTS RECEIVABLE, NET | TRADE ACCOUNTS RECEIVABLE, NET A detail of trade accounts receivable, net as of September 30, 2017 and December 31, 2016 is as follows ( in thousands ): September 30, 2017 December 31, 2016 Trade accounts receivable $ 104,981 $ 121,599 Allowance for doubtful accounts (750 ) (750 ) Receivables transferred — (309 ) Receivables purchased 8,171 4,411 Trade accounts receivable, net $ 112,402 $ 124,951 Bad debt expense was nil for the three and nine months ended September 30, 2017 and 2016. A detail of allowance for doubtful accounts as of September 30, 2017 and December 31, 2016 is as follows ( in thousands) : Balance at Beginning of Period Costs and Expenses Recovery Write-offs, net (1) Balance at End of Period Allowance for doubtful accounts: Balance as of December 31, 2016 $ (5,165 ) $ (750 ) $ 1,135 $ 4,030 $ (750 ) Balance as of September 30, 2017 $ (750 ) $ — $ — $ — $ (750 ) (1) Adjudication of previously recorded allowance for doubtful accounts From time to time, we transfer to third parties certain of our accounts receivable balances on a non-recourse basis in return for advancement on payment to achieve a faster cash collection. As of September 30, 2017 and December 31, 2016 , there remained a balance of nil and $0.3 million , respectively, in transferred receivables pursuant to the terms of the original agreement. For the three months ended September 30, 2017 and 2016 , the Company received advanced payments of nil and $0.1 million , respectively. During the same time period, the Company transferred nil and $0.8 million of receivables, net of advancement of payment. Concurrently, upon collection of these transferred receivables, payment will be made to the transferee. For the nine months ended September 30, 2017 and 2016 , the Company received advanced payments of $0.1 million and $0.6 million , respectively. During the same time period, the Company transferred $0.5 million and $4.9 million of receivables, net of advancement of payment. Athas Health, LLC ("Athas"), Nobilis Health Network Specialist Group, PLLC (NHNSG) and Premier Health Specialists, LLC ("Premier") purchase receivables from physicians, at a discount, on a non-recourse basis. The discount and purchase price vary by specialty and are recorded at the date of purchase, which generally occurs 30 to 45 days after the accounts are billed. These purchased receivables are billed and collected by Athas, NHNSG and Premier and they retain 100% of what is collected after paying the discounted purchase price. Following the transfer of the receivable, the transferor has no continued involvement and there are no restrictions on the receivables. Gross revenue from purchased receivables was $4.6 million for both the three months ended September 30, 2017 and 2016 . Revenue, net of the discounted purchase price, was $2.9 million and $2.4 million for the three months ended September 30, 2017 and 2016 , respectively. Gross revenue from purchased receivables was $12.1 million and $11.2 million for the nine months ended September 30, 2017 and 2016 , respectively. Revenue, net of the discounted purchase price, was $6.3 million and $5.9 million for the nine months ended September 30, 2017 and 2016 , respectively. Accounts receivable for purchased receivables was $8.2 million and $4.4 million for the nine months ended September 30, 2017 and year ended December 31, 2016 , respectively. Revenue from receivables purchased is recorded in the factoring revenue line item within the Consolidated Statements of Operations. |
ACCRUED LIABILITIES AND OTHER C
ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES | ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES The following table presents a summary of items comprising accrued liabilities and other current liabilities in the accompanying Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 ( in thousands ): September 30, 2017 December 31, 2016 Accrued liabilities: Accrued salaries and related benefits $ 5,435 $ 3,333 Contract services 3,982 3,766 Lab expense 9,073 5,402 Other 19,028 17,644 Total accrued liabilities $ 37,518 $ 30,145 Other current liabilities: Estimated amounts due to third party payors $ 4,974 $ 6,286 Other 4,618 1,275 Total other current liabilities $ 9,592 $ 7,561 |
OTHER LONG-TERM LIABILITIES
OTHER LONG-TERM LIABILITIES | 9 Months Ended |
Sep. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LONG-TERM LIABILITIES | OTHER LONG-TERM LIABILITIES The Company assumed real property leases in conjunction with certain business acquisitions which required the Company to pay above market rentals through the remainder of the lease terms. Of the $3.7 million balance in other long-term liabilities at September 30, 2017 , approximately $2.9 million relates to unfavorable leases. The unfavorable lease liability is amortized as a reduction to rent expense over the contractual periods the Company is required to make rental payments under the leases. Estimated amortization of unfavorable leases for the five years and thereafter subsequent to December 31, 2016 , is $0.1 million for the remainder of 2017 , $0.3 million for 2018 , 2019 , 2020 , 2021 , and $1.9 million thereafter. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT BBVA Credit Agreement On October 28, 2016 the Company entered into a BBVA Credit Agreement by and among the Company, certain subsidiaries of the Company parties thereto, the lenders from time to time parties thereto (the “Lenders”) with BBVA Compass Bank as Administrative Agent for the lending group. The principal amount of the term loan (the “Term Loan”) pursuant to the BBVA Credit Agreement is $52.5 million , which bears interest on the outstanding principal amount thereof at a rate of the then applicable LIBOR, plus an applicable margin ranging from 3.0% to 3.75% (depending on the Company’s consolidated leverage ratio), with an option for the interest rate to be set at the then applicable Base Rate (the “Interest Rate”). The effective rate for the Term Loan as of September 30, 2017 was 5.33% . All outstanding principal on the Term Loan under the Credit Agreement is due and payable on October 28, 2021. The revolving credit facility is $30.0 million (the “Revolver”), which bears interest at the then applicable Interest Rate. The effective rate for the Revolver as of September 30, 2017 was 5.33% . The maturity date of the Revolver is October 28, 2021. Additionally, Borrower may request additional commitments from the Lenders in the maximum amount of $50 million , either by increasing the Revolver or creating new term loans. As of September 30, 2017 , the outstanding balances on the Term Loan and Revolver were $50.5 million and $18.0 million , respectively. The BBVA Compass Credit Agreement contains two financial covenants that are tested beginning on December 31, 2016. The consolidated leverage ratio may not exceed (i) 2.75 to 1.00 as of the last day of any fiscal quarter from December 31, 2016 through and including September 30, 2018 (ii) 2.50 to 1.00 from December 31, 2018 through and including September 30, 2019 (iii) 2.25 to 1.00 from December 31, 2019 through and including September 30, 2020 and (iv) 2.00 to 1.00 from December 31, 2020 and thereafter, subject to covenant holidays upon the occurrence of certain conditions. The second financial covenant requires the loan parties to maintain a minimum consolidated fixed charge coverage ratio of not less than 2.00 to 1.00. The Loan Agreement also contains customary events of default, including, among others, the failure by the Borrower to make a payment of principal or interest due under the BBVA Credit Agreement, the making of a materially false or misleading representation or warranty by any loan party, the failure by the Borrower to perform or observe certain covenants in the BBVA Credit Agreement, a change of control, and the occurrence of certain cross-defaults, subject to customary notice and cure provisions. Upon the occurrence of an event of default, and so long as such event of default is continuing, the Administrative Agent could declare the amounts outstanding under the BBVA Credit Agreement due and payable. The Company entered into Amendment No. 1 to BBVA Credit Agreement and Waiver, dated as of March 3, 2017, by and among NHA, certain subsidiaries of the Company party thereto, Compass Bank, and other financial institutions (the "Amendment"). The purpose of the Amendment was to (i) modify the definition of “Permitted Acquisition” to require Lender approval and consent for any acquisition which is closing during the 2017 fiscal year; (ii) modify certain financial definitions and covenants, including, but not limited to, an increase to the maximum Consolidated Leverage Ratio to 3.75 to 1.00 for the period beginning September 30, 2016 and ending September 30, 2017, and an increase to the Consolidated Fixed Charge Coverage Ratio to 1.15 to 1.00 for the period beginning September 30, 2016 and ending June 30, 2017; (iii) waive the Pro Forma Leverage Requirement in connection with the previously reported HVC; and (iv) provide each Lender’s consent to the HHVC acquisition. The Amendment also contained a limited waiver of a specified event of default. As of September 30, 2017 , the Company was in compliance with its covenants. Loan origination fees are deferred and the net amount is amortized over the contractual life of the related loans. Convertible Promissory Note - AZ Vein In conjunction with our purchase of AZ Vein, we entered into a $2.25 million convertible promissory note. The convertible promissory note bears interest at 5% per annum and matures on the date that is 36 months from closing. The convertible promissory note (outstanding principal but excluding accrued and unpaid interest) can be converted into common shares of NHC (the "Conversion Shares"), at the sole discretion of NHC and NHA, on the maturity date. The number of Conversion Shares will be based on a price per share equal to the quotient obtained by dividing the conversion amount by the volume weighted average price of the common shares on the New York Stock Exchange (NYSE) in the trailing ten trading days prior to the maturity date. There are no pre-payment penalties. Convertible Promissory Note - HVC In conjunction with our purchase of HVC, we entered into a $5.0 million convertible promissory note. The convertible promissory matures on March 8, 2019, bears interest at 5% per annum and is payable in two equal installments over a two -year period. The convertible promissory note (outstanding principal but excluding accrued and unpaid interest) can be converted into common shares of NHC (the "Conversion Shares"), at the sole discretion of NHC and NHA, on the maturity date. The number of Conversion Shares will be based on a price per share equal to the quotient obtained by dividing the conversion amount by the volume weighted average price of the common shares on the NYSE in the trailing ten trading days prior to the maturity date. There are no pre-payment penalties. Debt consisted of the following ( in thousands ): September 30, 2017 December 31, 2016 Lines of credit $ 18,000 $ 15,000 Term loan 50,487 52,500 Convertible promissory note 7,250 2,250 Gross debt 75,737 69,750 Less: unamortized debt issuance costs (2,170 ) (1,957 ) Debt, net of unamortized debt issuance costs 73,567 67,793 Less: current debt, net of unamortized debt issuance costs (4,627 ) (2,220 ) Long-term debt, net $ 68,940 $ 65,573 Future maturities of debt as of September 30, 2017 are as follows ( in thousands ): September 30, 2017 2017 $ 5,125 2018 5,125 2019 7,500 2020 5,250 2021 52,737 Total $ 75,737 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company measures certain financial assets and liabilities at fair value on a recurring basis, including warrant and stock option derivative liabilities. There have been no transfers between fair value measurement levels during the nine months ended September 30, 2017 . The following table summarizes our assets and liabilities measured at fair value on a recurring basis as of September 30, 2017 and the Company's fiscal year ended December 31, 2016 , aggregated by the level in the fair value hierarchy within which those measurements fall ( in thousands ): Fair Value Measurements Using Quoted Prices in Significant Other Significant Total December 31, 2016: Warrant and stock option derivative liabilities $ — $ — $ 902 $ 902 Total $ — $ — $ 902 $ 902 September 30, 2017: Warrant and stock option derivative liabilities $ — $ — $ 458 $ 458 Total $ — $ — $ 458 $ 458 In certain cases, where there is limited activity or less transparency around inputs to valuation, securities are classified as Level 3 within the valuation hierarchy. Level 3 liabilities that were measured at estimated fair value on a recurring basis consist of warrant and stock option derivative liabilities. The estimated fair values of the warrant and stock option derivative liabilities were measured using the Black-Scholes valuation model (refer to Note 12 - Warrants and options liabilities ). Due to the nature of valuation inputs, the valuation of the warrants is considered a Level 3 measurement. The remaining outstanding warrants and stock options expired in May of 2017. The balance of the Company's warrant and stock option derivative liabilities is zero as of September 30, 2017. |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE BASED COMPENSATION | SHARE BASED COMPENSATION Stock Options The Company granted a total of 280,000 and 895,000 stock options during the three and nine months ended September 30, 2017 , respectively. Of the options granted during the three months ended September 30, 2017 , 175,000 of those vested immediately and 105,000 vest ratably over two and three -year periods. Of the options granted during the nine months ended September 30, 2017 , 425,000 of those vest immediately and 470,000 vest ratably over a three -year period. During the nine months ended September 30, 2017 , 1,045,000 options were forfeited, with various vesting periods. The following table summarizes stock option activity for the nine months ended September 30, 2017 and 2016 : Shares Underlying Options Weighted- Average Exercise Price Weighted-Average Remaining Life (years) Outstanding at January 1, 2016 5,465,000 $ 2.97 9.2 Granted 2,457,075 $ 2.14 9.4 Exercised (1,083,750 ) $ 1.91 — Forfeited (966,800 ) $ 3.01 — Outstanding at September 30, 2016 5,871,525 $ 2.77 8.9 Exercisable at Exercisable at September 30, 2016 2,234,025 $ 2.32 8.5 Exercisable at Outstanding at January 1, 2017 7,544,025 $ 2.61 9.0 Granted 895,000 $ 1.71 9.7 Exercised — $ — — Forfeited (1,045,000 ) $ 3.02 — Outstanding at September 30, 2017 7,394,025 $ 2.45 8.4 Outstanding at Exercisable at September 30, 2017 4,146,108 $ 2.34 8.2 The above table includes 500,000 options issued to non-employees, 500,000 of them are exercisable, and all are still outstanding at September 30, 2017 . Refer to Note 12 - Warrants and options liabilities for discussion regarding the classification of these options within the Company's Consolidated Balance Sheets. The total intrinsic value of stock options exercised was nil and $1.3 million during the nine months ended September 30, 2017 and 2016 , respectively. There were no options exercised during 2017. Assuming all stock options outstanding at September 30, 2017 were vested, the total intrinsic value of in-the-money outstanding stock options would have been $0.1 million at September 30, 2017. The Company recorded total stock compensation expense relative to employee stock options of $1.2 million and $1.6 million for the three months ended September 30, 2017 and 2016 , respectively, and $2.8 million and $5.0 million for the nine months ended September 30, 2017 and 2016, respectively. The fair values of the employee stock options used in recording compensation expense are computed using the Black-Scholes option pricing model. The table below shows the assumptions used in the model for options awarded during the nine months ended September 30, 2017 and 2016 . Nine Months Ended September 30, 2017 2016 Expected price volatility 87% - 91% 114% - 117% Risk free interest rate 1.78% - 2.14% 1.03% - 1.53% Expected annual dividend yield 0% 0% Expected option term (years) 5 - 6 5 - 6 Expected forfeiture rate 3.1% - 11.6% 0.5% - 11.6% Grant date fair value per share $0.99 - $1.81 $1.73 - $2.41 Grant date exercise price per share $1.35 - 2.32 $1.99 - 2.82 For stock options, the Company recognizes share based compensation net of estimated forfeitures and revises the estimates in the subsequent periods if actual forfeitures differ from the estimates. Forfeiture rates are estimated based on historical experience as well as expected future behavior. |
WARRANTS AND OPTIONS LIABILITIE
WARRANTS AND OPTIONS LIABILITIES | 9 Months Ended |
Sep. 30, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS AND OPTIONS LIABILITIES | WARRANTS AND OPTIONS LIABILITIES Warrants and Options Issued in Private Placements The Company issued warrants and compensatory options in connection with private placements completed in December 2013, September 2014 and May 2015. These warrants and options have exercise prices denominated in Canadian dollars and as such may not be considered indexed to our stock which is valued in U.S. dollars. Hence, these warrants and options are classified as liabilities under the caption “Warrants and Options Derivative Liability” and recorded at estimated fair value at each reporting date, computed using the Black-Scholes valuation method. Changes in the liability from period to period are recorded in the Consolidated Statements of Operations under the caption “Change in fair value of warrant and stock option derivative liabilities”. The estimated fair values of warrants and options accounted for as liabilities were determined on the date of the private placements and at each balance sheet date following using the Black-Scholes pricing model with the following inputs: Nine Months Ended September 30, 2017 2016 Risk free interest rate 0.62% 0.26% - 0.59% Expected life in years 0.15 0.25 - 1.15 Expected volatility 63 % 76% - 112% Expected dividend yield 0 % 0 % The changes in fair value of the warrants and options (excluding non-employees) liability during the nine months ended September 30, 2017 and 2016 were as follows ( in thousands ): Nine months Ended September 30, 2017 2016 Balance at beginning of year $ 3 $ 2,109 Issuance of warrants and options — — Transferred to equity upon exercise — — Change in fair value recorded in earnings (3 ) (1,729 ) Balance as of September 30, 2017 and 2016 $ — $ 380 As of September 30, 2017 , there were no warrants or options outstanding. The remaining outstanding warrants and stock options expired in May of 2017. The balance of the Company's warrant and stock option derivative liabilities is zero as of September 30, 2017. Options Issued to Non-Employees As discussed in Note 11 - Share based compensation , in 2014 the Company issued 650,000 options to professionals providing services to the organization. These professionals do not meet the definition of an employee under U.S. GAAP. At September 30, 2017 , there were 500,000 options outstanding all of which are exercisable to the remaining non-employee professional. During the third quarter, one of the two non-employee professionals became an employee of the Company. At this time, the Company revalued the associated 150,000 shares and reclassified $0.1 million out of the liability and into equity. Under U.S. GAAP, the value of these option awards is determined at the performance completion date. The Company recognizes expense for the estimated total value of the awards during the period from their issuance until performance completion since the professional services are being rendered during this time. The total expense recognized is adjusted to the final value of the award as determined on the performance completion date. The estimated values of the option awards are determined using the Black-Scholes pricing model with the following inputs: Nine Months Ended September 30, 2017 2016 Risk free interest rate 1.55% 1.01% - 1.14% Expected life in years 3 4 - 5 Expected volatility 84% 103% - 114% Expected dividend yield 0% 0 % For the three months ended September 30, 2017 and 2016, the Company recorded a recovery for non-employee stock options of a nominal amount and a nominal expense for non-employee stock options, respectively. For the nine month periods ended September 30, 2017 and 2016, the Company recorded a recovery for non-employee stock options of a nominal amount and an expense for non-employee stock options of $0.2 million , respectively. The changes in fair value of the liability related to vested yet un-exercised options issued to non-employees during the nine months ended September 30, 2017 and 2016 were as follows (in thousands) : Nine Months Ended September 30, 2017 2016 Balance at beginning of year $ 899 $ 841 Reclassification to additional paid in capital (109 ) — Vested during the period — 533 Change in fair value recorded in earnings (332 ) 163 Balance as of September 30, 2017 and 2016 $ 458 $ 1,537 Options issued to non-employees are reclassified from equity to liabilities on the performance completion date. Under U.S. GAAP, such options may not be considered indexed to our stock because they have exercise prices denominated in Canadian dollars. Hence, these will be classified as liabilities under the caption “Warrant and stock option liabilities” and recorded at estimated fair value at each reporting date, computed using the Black-Scholes valuation method. Changes in the liability from period to period will be recorded in the Consolidated Statements of Operations under the caption “Change in fair value of warrant and stock option liabilities”. At September 30, 2017 , there were 500,000 unexercised non-employee options requiring liability classification. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic net earnings attributable to Nobilis common shareholders, per common share, excludes dilution and is computed by dividing net earnings attributable to Nobilis common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings attributable to Nobilis common shareholders, per common share, is computed by dividing net earnings attributable to Nobilis common shareholders by the weighted-average number of common shares outstanding during the period plus any potential dilutive common share equivalents, including shares issuable upon the vesting stock option awards, warrants and RSUs as determined under the treasury stock method. A detail of the Company’s earnings per share is as follows ( in thousands, except for share and per share amounts ): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Basic: Net income (loss) attributable to Nobilis Health Corp. $ 1,014 $ (2,759 ) $ 201 $ (2,918 ) Weighted average common shares outstanding 77,805,014 76,774,967 77,805,014 76,114,538 Net income (loss) per common share $ 0.01 $ (0.04 ) $ — $ (0.04 ) Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Diluted: Net income (loss) attributable to Nobilis Health Corp. $ 1,014 $ (2,759 ) $ 201 $ (2,918 ) Weighted average common shares outstanding 77,805,014 76,774,967 77,805,014 76,114,538 Dilutive effect of stock options, warrants, RSUs 327,113 — 363,005 — Weighted average common shares outstanding diluted 78,132,127 76,774,967 78,168,019 76,114,538 Net income (loss) per fully diluted share $ 0.01 $ (0.04 ) $ — $ (0.04 ) |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | NONCONTROLLING INTERESTS Noncontrolling interests at September 30, 2017 represent an 8.1% interest in The Palladium for Surgery - Houston, 75% interest in the Kirby Surgical Center, 65% interest in Microsurgery Institute, 2.3% interest in Houston Microsurgery Institute, 50% in Northstar Healthcare Dallas Management, 65% in NHC ASC – Dallas, 49% in First Nobilis Hospital, 40% in First Nobilis Hospital Management, 45% in Hermann Drive Surgical Hospital, 25% in Scottsdale Liberty Hospital, 10% in Series 1 Best Choice Anesthesia & Pain and 15% in Peak Neuromonitoring Physicians II, PLLC. Agreements with the third-party equity owners in NHC - ASC Dallas and First Nobilis give these owners limited rights to require the Company to repurchase their equity interests upon the occurrence of certain events, none of which were probable of occurring as of September 30, 2017 and December 31, 2016 . The contingently redeemable noncontrolling interests associated with these entities are classified in the Company’s Consolidated Balance Sheets as “temporary” or mezzanine equity. Changes in contingently redeemable noncontrolling interests are as follows ( in thousands ): NHC - ASC Dallas First Nobilis Total Balance at January 1, 2016 $ 3,393 $ 8,832 $ 12,225 Distributions (2,928 ) (599 ) (3,527 ) Net (loss) income attributable to noncontrolling interests (68 ) 5,674 5,606 Total contingently redeemable noncontrolling interests at December 31, 2016 $ 397 $ 13,907 $ 14,304 Balance at January 1, 2017 $ 397 $ 13,907 $ 14,304 Distributions — — — Net income attributable to noncontrolling interests 152 207 359 Total contingently redeemable noncontrolling interests at September 30, 2017 $ 549 $ 14,114 $ 14,663 Certain of our consolidated subsidiaries that are less than wholly owned meet the definition of a Variable Interest Entity (VIE), and we hold voting interests in all such entities. We consolidate the activities of VIE’s for which we are the primary beneficiary. In order to determine whether we own a variable interest in a VIE, we perform qualitative analysis of the entity’s design, organizational structure, primary decision makers and relevant agreements. Such variable interests include our voting interests, and may also include other interests and rights, including those gained through management contracts. Since our core business is the management and operation of health care facilities, our subsidiaries that are determined to be VIE’s represent entities that own, manage and operate such facilities. Voting interests in such entities are typically owned by us, by physicians practicing at these facilities (or entities controlled by them) and other parties associated with the operation of the facilities. In forming such entities, we typically seek to retain operational control and, as a result, in some cases, voting rights we hold are not proportionate to the economic share of our ownership in these entities, which causes them to meet the VIE definition. We consolidate such VIE’s if we determine that we are the primary beneficiary because (i) we have the power to direct the activities that most significantly impact the economic performance of the VIE via our rights and obligations associated with the management and operation of the VIE’s health care facilities, and (ii) as a result of our obligation to absorb losses and the right to receive residual returns that could potentially be significant to the VIE, which we have through our equity interests. The following table summarizes the carrying amount of the assets and liabilities of our material VIE’s included in the Company’s Consolidated Balance Sheets (after elimination of intercompany transactions and balances) ( in thousands ): September 30, 2017 December 31, 2016 Total cash and short term investments $ 9,043 $ 3,445 Total accounts receivable 24,813 18,845 Total other current assets 1,875 1,664 Total property and equipment 16,207 16,804 Total other assets 190 190 Total assets $ 52,128 $ 40,948 Total accounts payable $ 3,995 $ 4,119 Total other liabilities 4,466 5,263 Total accrued liabilities 16,337 11,538 Long term - capital lease 11,712 11,169 Noncontrolling interest (9,939 ) (8,892 ) Total liabilities $ 26,571 $ 23,197 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company is a corporation subject to federal income tax at a statutory rate of 35% of pretax earnings. The Company estimates an annual effective income tax rate of 39.6% for U.S. and none for Canada based on the projected results for the year and applies this rate to income before taxes to calculate income tax expense. The net tax expense for the nine months ended September 30, 2017 was $0.6 million , resulting in an effective tax rate of approximately 37.5% , compared to an income tax benefit of $1.8 million with an effective tax rate of approximately 21.1% for the prior corresponding period. The net tax expense amount includes $0.8 million and $0.9 million tax expense for states in which the Company operates for the nine months ended September 30, 2017 and 2016, respectively. The Company did not recognize any foreign tax expense or benefit for the nine months ended September 30, 2017 and 2016, as the Company had a full valuation allowance against deferred tax assets. The following items caused the third quarter effective income tax rate to be different from the statutory rate: • Canada is excluded from the worldwide annual effective tax rate calculation because Canada has historical ordinary losses but does not expect to recognize them and has recorded a full valuation allowance, which decreases the third quarter effective tax rate by approximately 2.2% for the nine months ended September 30, 2017. • All of the Partnership’s earnings are included in the Company’s net income; however, the Company is not required to record income tax expense or benefit with respect to the portion of the Partnership’s earnings allocated to its noncontrolling public limited partners, which increases the first quarter effective tax rate by approximately 1.0% for the nine months ended September 30, 2017. The Company received notification from the Internal Revenue Service to examine the 2014 federal income tax return for First Nobilis, LLC that the Company owns 51% . Based on management’s analysis, the Company did not have any uncertain tax positions as of September 30, 2017. |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT INFORMATION | BUSINESS SEGMENT INFORMATION A summary of the business segment information for the three and nine months ended September 30, 2017 and 2016 is as follows ( in thousands ): Three Months Ended September 30, 2017 Medical Marketing Corporate Total Revenues $ 59,276 $ 5,376 $ — $ 64,652 Operating expenses 52,052 4,356 — 56,408 Corporate costs — — 6,961 6,961 Income (loss) from operations 7,224 1,020 (6,961 ) 1,283 Change in fair value of warrant and option liabilities — — (171 ) (171 ) Interest expense (income) 253 (2 ) 1,129 1,380 Other expense $ 105 $ — 38 143 Income (loss) before income taxes $ 6,866 $ 1,022 $ (7,957 ) $ (69 ) Other data: Depreciation and amortization expense $ 2,298 $ 418 $ 93 $ 2,809 Income tax expense (benefit) $ 413 $ 33 $ (516 ) $ (70 ) Capital expenditures $ 775 $ 522 $ 118 $ 1,415 Three Months Ended September 30, 2016 Medical Marketing Corporate Total Revenues $ 65,419 $ 5,264 $ — $ 70,683 Operating expenses 60,871 2,958 — 63,829 Corporate costs — — 7,955 7,955 Income (loss) from operations 4,548 2,306 (7,955 ) (1,101 ) Change in fair value of warrant and option liabilities — — 133 133 Interest expense 329 1 414 744 Other (income) expense (199 ) (57 ) 58 (198 ) Income (loss) before income taxes $ 4,418 $ 2,362 (8,560 ) (1,780 ) Other data: Depreciation and amortization expense $ 1,564 $ 388 $ 79 $ 2,031 Income tax expense $ 205 $ 78 $ 200 $ 483 Capital expenditures $ 1,289 $ — $ 72 $ 1,361 Nine Months Ended September 30, 2017 Medical Marketing Corporate Total Revenues $ 201,204 $ 11,712 $ — $ 212,916 Operating expenses 174,409 11,964 — 186,373 Corporate costs — — 21,010 21,010 Income (loss) from operations 26,795 (252 ) (21,010 ) 5,533 Change in fair value of warrant and option liabilities — — (358 ) (358 ) Interest expense (income) 771 (10 ) 3,237 3,998 Other expense (income) 80 (8 ) 143 215 Income (loss) before income taxes $ 25,944 $ (234 ) $ (24,032 ) $ 1,678 Other data: Depreciation and amortization expense $ 6,552 $ 1,230 $ 256 $ 8,038 Income tax expense (benefit) $ 857 $ 88 $ (317 ) $ 628 Intangible assets, net $ 8,521 $ 11,872 $ — $ 20,393 Goodwill $ 50,992 $ 19,011 $ — $ 70,003 Capital expenditures $ 5,028 $ 2,737 $ 286 $ 8,051 Total assets $ 225,646 $ 49,240 $ 42,213 $ 317,099 Total liabilities $ 69,742 $ 8,760 $ 80,601 $ 159,103 Nine Months Ended September 30, 2016 Medical Marketing Corporate Total Revenues $ 166,922 $ 16,905 $ — $ 183,827 Operating expenses 158,471 11,716 — 170,187 Corporate costs — — 24,380 24,380 Income (loss) from operations 8,451 5,189 (24,380 ) (10,740 ) Change in fair value of warrant and option liabilities — — (1,566 ) (1,566 ) Interest expense 1,074 4 1,037 2,115 Other income (1,682 ) (305 ) (1,024 ) (3,011 ) Income (loss) before income taxes $ 9,059 $ 5,490 $ (22,827 ) $ (8,278 ) Other data: Depreciation and amortization expense $ 5,026 $ 1,436 $ 209 $ 6,671 Income tax expense (benefit) $ 662 $ 149 $ (2,577 ) $ (1,766 ) Intangible assets, net $ 5,246 $ 13,022 $ — $ 18,268 Goodwill $ 25,822 $ 19,011 $ — $ 44,833 Capital expenditures $ 4,000 $ — $ 388 $ 4,388 Total assets $ 175,279 $ 44,413 $ 21,291 $ 240,983 Total liabilities $ 55,602 $ 6,928 $ 38,237 $ 100,767 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS In March 2016, the Company acquired an interest in Athelite, a holding company which owns an interest in Dallas Metro, a company formed to provide management services to an HOPD. The Athelite investment is accounted for as an equity method investment (refer to Note 4 - Investments in associates ). At September 30, 2017 , the Company had $3.8 million in accounts receivable from the HOPD. As a result of the AZ Vein acquisition in October 2016, an executive of the Company is owed $2.3 million , $2.2 million and $1.1 million related to a convertible promissory note, pre-acquisition and working capital adjustment and a cash holdback, respectively, as of September 30, 2017 . In addition, the Company entered into agreements to lease facility space with the same executive. Facility lease cost were $0.8 million in for the nine months ended 2017. Physician Related Party Transactions Nobilis maintains certain medical directorship, consulting and marketing agreements with various physicians who are also equity owners in Nobilis entities. Material related party arrangements of this nature are described below: • In September 2013, the Company entered into a book deal with a physician equity owner. In March 2015, the Company entered into a marketing agreement with that physician equity owner and a marketing services company owned by the physician equity owner’s father. The Company incurred expenses of nil and $1.7 million as a result of the book deal during the nine months ended September 30, 2017 and 2016 , respectively. The Company incurred expenses of nil and $0.3 million related to the marketing services entity during the nine months ended September 30, 2017 and 2016, respectively. The Company incurred expenses of nil and $0.9 million related to the Consulting services entity during the nine months ended September 30, 2017 and 2016, respectively. • In July 2014, the Company entered into a marketing services agreement with a physician equity owner and an entity owned by that physician equity owner’s brother. The Company incurred expenses of $0.4 million and $1.0 million to the entity during the nine months ended September 30, 2017 and 2016 , respectively. • In September 2014, the minority interest holder of a fully consolidated entity, who is also a partial owner of two other hospitals, entered into an ongoing business relationship with the Company. At September 30, 2017 , the Company has a net amount due from these related parties of $3.2 million . In addition, the Company leases certain medical equipment and facility space from these related parties. Equipment lease costs of $1.6 million and $1.6 million were incurred during the nine months ended September 30, 2017 and 2016 , respectively. Facility lease costs of $1.3 million and $1.3 million were incurred during the nine months ended September 30, 2017 and 2016 , respectively. • In September 2014, the Company entered into a services agreement with a physician equity owner's wife who has financial interests in a related entity. The Company incurred expenses pursuant to service agreements of nil and $0.4 million to the entity during the nine months ended September 30, 2017 and 2016 , respectively. • In October 2014, the Company entered into a management agreement with an entity controlled by a physician equity owner. In June 2015, the Company expanded the relationship with this physician equity owner and an entity owned by the physician equity owner's wife to include consulting, marketing, medical supplies, medical directorship and on-call agreements (collectively "service agreements"). The Company incurred expenses of $2.1 million and $1.9 million in fees owed pursuant to the management agreement to the entity during the nine months ended September 30, 2017 and 2016 , respectively. The Company has incurred expenses of $5.6 million and $5.2 million in fees owed pursuant to the service agreements to the entity during the nine months ended September 30, 2017 and 2016 , respectively. • In April 2017, the minority interest holder of a fully consolidated entity, who is also a member of the Company's board of directors, entered into an ongoing business relationship with the Company. The Company incurred expenses of $0.3 million during the nine months ended September 30, 2017 . At September 30, 2017 , the Company has a net amount due to this related party of $0.1 million . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation In the normal course of our business, we are subject to legal proceedings brought by or against us and our subsidiaries, including claims for damages for personal injuries, medical malpractice, breach of contracts, and employment related claims. In certain of these actions, plaintiffs request payment for damages, including punitive damages that may not be covered by insurance. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially impact the financial position, results of operations or liquidity of the Company. A statement of claim (complaint), Vince Capelli v. Nobilis Health Corp. et. al, was filed on January 8, 2016 in the Ontario Superior Court of Justice under court file number CV-16-544173 naming Nobilis Health Corp., certain current and former officers and the Company’s former auditors as defendants. The statement of claim seeks to advance claims on behalf of the plaintiff and on behalf of a class comprised of certain of our shareholders related to, among other things, alleged certain violations of the Ontario Securities Act and seeks damages in the amount of $100 million plus interest. The defendants intend to vigorously defend against these claims. At this time, the Company believes it is too early to provide a realistic estimate of the Company’s exposure. |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company consolidates entities in which it has a controlling financial interest. The Company consolidates subsidiaries in which it holds, directly or indirectly, more than 50% of the voting rights and, in the case of variable interest entities, with respect to which the Company is determined to be the primary beneficiary. The accompanying interim consolidated financial statements have not been audited by the Company’s independent registered public accounting firm, except that the Consolidated Balance Sheet at December 31, 2016 , is derived from previously audited consolidated financial statements. In the opinion of management, all material adjustments, consisting of normal recurring adjustments, necessary for fair presentation have been included. These interim consolidated financial statements include all accounts of the Company. All intercompany transactions and accounts have been eliminated upon consolidation. Certain reclassifications have been made to prior period amounts to conform to current period financial statement classifications. The reclassifications included in these comparative interim consolidated financial statements represent a change in presentation of cash flows related to capital leases. The reclassifications were deemed to be immaterial to the consolidated financial statements both individually and in the aggregate. These consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, these interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Annual Report”) filed with the SEC on March 14, 2017. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. There have been no material changes to the Company’s critical accounting policies or estimates from those disclosed in the 2016 Annual Report. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (FASB) issued Account Standard Update (ASU) No. 2017-01, Business Combinations – Clarifying the Definition of a Business . This standard clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions, disposals of assets or businesses. The standard introduces a test to determine when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contributes to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company does not expect the adoption of this ASU to have a material impact on our consolidated financial statements. In May 2017, the FASB issued ASU 2017-10, Service Concession Arrangements: Determining the Customer of the Operation Services. This standard clarifies the accounting and definition of the grantor in a service concession arrangement. Per ASU 2017-10, the grantor is the customer of the operation services in all cases for those arrangements. This new ASU is effective for the Company for reporting periods beginning after December 15, 2017. The Company is currently evaluating the new guidance to determine the method of adoption that it will use and the impact it will have on our consolidated financial statements. Recently Adopted Accounting Standards In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 impacts several aspects of the accounting for share-based payment transactions, including classification of certain items on the consolidated statement of cash flows and accounting for income taxes. Specifically, the ASU requires that excess tax benefits and tax deficiencies (the difference between the deduction for tax purposes and the compensation cost recognized for financial reporting purposes) be recognized as income tax expense or benefit in the consolidated statement of operations, introducing a new element of volatility to the provision for income taxes. ASU 2016-09 is effective on January 1, 2017, with early adoption permitted. The Company adopted this ASU in the first quarter of 2017. This adoption did not have an impact on the Company's financial statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. This standard simplifies the accounting for goodwill impairment by eliminating step two from the goodwill impairment test. Instead of a two-step impairment model, if the carrying amount of a reporting unit exceeds its fair value as determined in step one of the impairment test, an impairment loss is measured at the amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. This ASU is effective for any interim or annual impairment tests for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted this ASU in the second quarter of 2017. This adoption did not have an impact on the Company's financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. This standard clarifies the accounting and application of modifications to terms and conditions of share-based payment awards. This new ASU, based on meeting certain fair market value, classification and vesting conditions, includes guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. Early adoption is permitted, including adoption in any interim period. The Company adopted this ASU in the second quarter of 2017. This adoption did not have an impact on the Company's financial statements. Revenue Recognition Accounting Standards In May 2014, the FASB issued ASU No. 2014-09 , Revenue from Contracts with Customers (Topic 606) , which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” The standard provides enhancements to the quality and consistency of how revenue is reported by companies, while also improving comparability in the financial statements of companies reporting using International Financial Reporting Standards or U.S. GAAP. The new standard also will require enhanced revenue disclosures, provide guidance for transactions that were not previously addressed comprehensively and improved guidance for multiple-element arrangements. This accounting standard becomes effective for the Company for reporting periods beginning after December 15, 2017, and interim reporting periods thereafter. Early adoption is permitted for annual reporting periods (including interim periods) beginning after December 15, 2016. This new standard permits the use of either the retrospective or cumulative effect transition method. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contract s with Customers (Topic 606): Principal versus Agent Considerations . The purpose of this standard is to clarify the implementation of guidance on principal versus agent considerations related to ASU 2014-09. The standard has the same effective date as ASU 2014-09 described above. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customer (Topic 606) Identifying Performance Obligations and Licensing , which provides clarity related to ASU 2014-09 regarding identifying performance obligations and licensing implementation. The standard has the same effective date as ASU 2014-09 described above. In May 2016, the FASB issued ASU 2016-12: Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which provides narrow scope improvements and practical expedients related to ASU 2014-09. The purpose of this standard is to clarify certain narrow aspects of ASU 2014-09, such as assessing the collectability criterion, presentation of sales taxes, and other similar taxes collected from customers, non-cash consideration, contract modifications at transition, completed contracts at transition, and technical correction. The standard has the same effective date as ASU 2014-09 described above. In December 2016, the FASB issued ASU 2016-20: Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers . The amendments in this standard affect narrow aspects of guidance issued in ASU 2014-09. The standard has the same effective date as ASU 2014-09 described above. The Company plans to adopt these new revenue standard updates in the first quarter of 2018 and does not anticipate the adoption of these pronouncements to have a material impact with regard to its current contracts on its consolidated financial statements. The Company is still evaluating the possible effects of the new standard and has selected the modified retrospective transition method. The revenue recognition steering committee is currently evaluating the appropriate level of revenue disaggregation, as well as possible changes of internal control as it relates to the overall implementation. Moreover, industry guidance is continuing to develop around this issue, and any conclusions in the final industry guidance that is inconsistent with the Company’s application could result in changes to the Company’s expectations regarding the impact that this new accounting standard could have on the Company’s financial statements. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Identifiable Assets | Recognized as of Acquisition Date Measurement Period Adjustments (1) March 8, 2017 Assets acquired: Cash $ 438 $ — $ 438 Trade accounts receivable 747 (150 ) 597 Prepaid expenses and other current assets 42 — 42 Medical Supplies 295 — 295 Property and equipment 2,359 611 2,970 Intangible assets — 1,900 1,900 Goodwill 10,828 (2,499 ) 8,329 Total assets acquired $ 14,709 $ (138 ) $ 14,571 Liabilities assumed: Trade accounts payable $ 612 $ (203 ) $ 409 Refunds payable 347 (347 ) — Accrued liabilities 524 (83 ) 441 Current portion of capital lease 69 — 69 Long-term portion of capital leases 39 — 39 Total liabilities assumed $ 1,591 $ (633 ) $ 958 Consideration: Cash $ 8,321 $ — $ 8,321 Convertible promissory note 5,000 — 5,000 Working capital adjustment (203 ) 495 292 Total consideration $ 13,118 $ 495 $ 13,613 (1) The measurement period adjustments reflect changes in the estimated fair values of certain assets and liabilities. The measurement period adjustments were recorded to reflect new information obtained about facts and circumstances existing as of the date the acquisition was consummated and did not result from intervening events subsequent to that date. The final fair values of the identifiable assets acquired and liabilities assumed at the date of acquisition is summarized in the following table ( in thousands ): Recognized as of Acquisition Date Measurement Period Adjustments (1) October 28, 2016 Assets acquired: Cash $ 261 $ — $ 261 Trade accounts receivable 3,472 — 3,472 Prepaid expenses and other current assets 188 — 188 Medical Supplies 191 — 191 Property and equipment 2,745 — 2,745 Other long-term assets 6 — 6 Intangible assets 1,700 — 1,700 Goodwill 17,185 (1,041 ) 16,144 Total assets acquired $ 25,748 $ (1,041 ) $ 24,707 Liabilities assumed: Trade accounts payable $ 996 $ — $ 996 Accrued liabilities 273 — 273 Current portion of capital leases 472 — 472 Long-term portion of capital leases 666 — 666 Total liabilities assumed $ 2,407 $ — $ 2,407 Consideration: Cash $ 17,500 $ — $ 17,500 Stock issued 2,250 — 2,250 Convertible promissory note 2,250 — 2,250 Working capital adjustment 1,241 (1,041 ) 200 Earnout consideration 100 — 100 Total consideration $ 23,341 $ (1,041 ) $ 22,300 (1) The measurement period adjustments reflect changes in the estimated fair values of certain assets and liabilities. The measurement period adjustments were recorded to reflect new information obtained about facts and circumstances existing as of the date the acquisition was consummated and did not result from intervening events subsequent to that date. |
Pro Forma Information | The following table shows our pro forma results for the three and nine months ended September 30, 2017 and 2016 ( in thousands, except per share amounts ): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Revenue $64,652 $ 78,960 $ 215,518 $ 205,971 Income (loss) from operations $1,283 $ (29 ) $ 4,558 $ (12,175 ) Net income (loss) attributable to Nobilis Health Corp. $1,014 $ (2,091 ) $ (726 ) $ (4,716 ) Net income (loss) per basic common share $0.01 $ (0.03 ) $ (0.01 ) $ (0.06 ) |
FINANCIAL INSTRUMENTS AND CON26
FINANCIAL INSTRUMENTS AND CONCENTRATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Medical Segment | |
Segment Reporting Information [Line Items] | |
Schedule of Revenue by Major Customers by Reporting Segments | Three Months Ended September 30, Nine Months Ended September 30, Payors 2017 2016 2017 2016 Private insurance and other private pay 96.2 % 96.3 % 97.0 % 96.2 % Workers compensation 1.7 % 3.4 % 1.8 % 3.4 % Medicare 2.1 % 0.3 % 1.2 % 0.4 % Total 100 % 100 % 100 % 100 % |
Marketing Segment | |
Segment Reporting Information [Line Items] | |
Schedule of Revenue by Major Customers by Reporting Segments | Three Months Ended September 30, Nine Months Ended September 30, Payors 2017 2016 2017 2016 Private insurance and other private pay 100.0 % 100.0 % 100.0 % 100.0 % Workers compensation 0.0 % 0.0 % 0.0 % 0.0 % Medicare 0.0 % 0.0 % 0.0 % 0.0 % Total 100 % 100 % 100 % 100 % |
Consolidated Segments | |
Segment Reporting Information [Line Items] | |
Schedule of Revenue by Major Customers by Reporting Segments | Three Months Ended September 30, Nine Months Ended September 30, Payors 2017 2016 2017 2016 Private insurance and other private pay 96.5 % 96.8 % 97.2 % 96.7 % Workers compensation 1.6 % 3.0 % 1.7 % 3.0 % Medicare 1.9 % 0.2 % 1.1 % 0.3 % Total 100 % 100 % 100 % 100 % |
TRADE ACCOUNTS RECEIVABLE, NET
TRADE ACCOUNTS RECEIVABLE, NET (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | A detail of allowance for doubtful accounts as of September 30, 2017 and December 31, 2016 is as follows ( in thousands) : Balance at Beginning of Period Costs and Expenses Recovery Write-offs, net (1) Balance at End of Period Allowance for doubtful accounts: Balance as of December 31, 2016 $ (5,165 ) $ (750 ) $ 1,135 $ 4,030 $ (750 ) Balance as of September 30, 2017 $ (750 ) $ — $ — $ — $ (750 ) (1) Adjudication of previously recorded allowance for doubtful accounts A detail of trade accounts receivable, net as of September 30, 2017 and December 31, 2016 is as follows ( in thousands ): September 30, 2017 December 31, 2016 Trade accounts receivable $ 104,981 $ 121,599 Allowance for doubtful accounts (750 ) (750 ) Receivables transferred — (309 ) Receivables purchased 8,171 4,411 Trade accounts receivable, net $ 112,402 $ 124,951 |
ACCRUED LIABILITIES AND OTHER28
ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The following table presents a summary of items comprising accrued liabilities and other current liabilities in the accompanying Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 ( in thousands ): September 30, 2017 December 31, 2016 Accrued liabilities: Accrued salaries and related benefits $ 5,435 $ 3,333 Contract services 3,982 3,766 Lab expense 9,073 5,402 Other 19,028 17,644 Total accrued liabilities $ 37,518 $ 30,145 Other current liabilities: Estimated amounts due to third party payors $ 4,974 $ 6,286 Other 4,618 1,275 Total other current liabilities $ 9,592 $ 7,561 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consisted of the following ( in thousands ): September 30, 2017 December 31, 2016 Lines of credit $ 18,000 $ 15,000 Term loan 50,487 52,500 Convertible promissory note 7,250 2,250 Gross debt 75,737 69,750 Less: unamortized debt issuance costs (2,170 ) (1,957 ) Debt, net of unamortized debt issuance costs 73,567 67,793 Less: current debt, net of unamortized debt issuance costs (4,627 ) (2,220 ) Long-term debt, net $ 68,940 $ 65,573 |
Schedule of Future Maturities | Future maturities of debt as of September 30, 2017 are as follows ( in thousands ): September 30, 2017 2017 $ 5,125 2018 5,125 2019 7,500 2020 5,250 2021 52,737 Total $ 75,737 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, by Balance Sheet Grouping | The following table summarizes our assets and liabilities measured at fair value on a recurring basis as of September 30, 2017 and the Company's fiscal year ended December 31, 2016 , aggregated by the level in the fair value hierarchy within which those measurements fall ( in thousands ): Fair Value Measurements Using Quoted Prices in Significant Other Significant Total December 31, 2016: Warrant and stock option derivative liabilities $ — $ — $ 902 $ 902 Total $ — $ — $ 902 $ 902 September 30, 2017: Warrant and stock option derivative liabilities $ — $ — $ 458 $ 458 Total $ — $ — $ 458 $ 458 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option activity for the nine months ended September 30, 2017 and 2016 : Shares Underlying Options Weighted- Average Exercise Price Weighted-Average Remaining Life (years) Outstanding at January 1, 2016 5,465,000 $ 2.97 9.2 Granted 2,457,075 $ 2.14 9.4 Exercised (1,083,750 ) $ 1.91 — Forfeited (966,800 ) $ 3.01 — Outstanding at September 30, 2016 5,871,525 $ 2.77 8.9 Exercisable at Exercisable at September 30, 2016 2,234,025 $ 2.32 8.5 Exercisable at Outstanding at January 1, 2017 7,544,025 $ 2.61 9.0 Granted 895,000 $ 1.71 9.7 Exercised — $ — — Forfeited (1,045,000 ) $ 3.02 — Outstanding at September 30, 2017 7,394,025 $ 2.45 8.4 Outstanding at Exercisable at September 30, 2017 4,146,108 $ 2.34 8.2 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The table below shows the assumptions used in the model for options awarded during the nine months ended September 30, 2017 and 2016 . Nine Months Ended September 30, 2017 2016 Expected price volatility 87% - 91% 114% - 117% Risk free interest rate 1.78% - 2.14% 1.03% - 1.53% Expected annual dividend yield 0% 0% Expected option term (years) 5 - 6 5 - 6 Expected forfeiture rate 3.1% - 11.6% 0.5% - 11.6% Grant date fair value per share $0.99 - $1.81 $1.73 - $2.41 Grant date exercise price per share $1.35 - 2.32 $1.99 - 2.82 |
WARRANTS AND OPTIONS LIABILIT32
WARRANTS AND OPTIONS LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrants or Rights, Valuation Assumptions | The estimated fair values of warrants and options accounted for as liabilities were determined on the date of the private placements and at each balance sheet date following using the Black-Scholes pricing model with the following inputs: Nine Months Ended September 30, 2017 2016 Risk free interest rate 0.62% 0.26% - 0.59% Expected life in years 0.15 0.25 - 1.15 Expected volatility 63 % 76% - 112% Expected dividend yield 0 % 0 % |
Schedule of Warrants or Rights, Activity | The changes in fair value of the warrants and options (excluding non-employees) liability during the nine months ended September 30, 2017 and 2016 were as follows ( in thousands ): Nine months Ended September 30, 2017 2016 Balance at beginning of year $ 3 $ 2,109 Issuance of warrants and options — — Transferred to equity upon exercise — — Change in fair value recorded in earnings (3 ) (1,729 ) Balance as of September 30, 2017 and 2016 $ — $ 380 |
Schedule of Option Awards, Valuation Assumptions | The estimated values of the option awards are determined using the Black-Scholes pricing model with the following inputs: Nine Months Ended September 30, 2017 2016 Risk free interest rate 1.55% 1.01% - 1.14% Expected life in years 3 4 - 5 Expected volatility 84% 103% - 114% Expected dividend yield 0% 0 % |
Schedule of Stockholders' Equity Note, Options to Non-employees | The changes in fair value of the liability related to vested yet un-exercised options issued to non-employees during the nine months ended September 30, 2017 and 2016 were as follows (in thousands) : Nine Months Ended September 30, 2017 2016 Balance at beginning of year $ 899 $ 841 Reclassification to additional paid in capital (109 ) — Vested during the period — 533 Change in fair value recorded in earnings (332 ) 163 Balance as of September 30, 2017 and 2016 $ 458 $ 1,537 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A detail of the Company’s earnings per share is as follows ( in thousands, except for share and per share amounts ): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Basic: Net income (loss) attributable to Nobilis Health Corp. $ 1,014 $ (2,759 ) $ 201 $ (2,918 ) Weighted average common shares outstanding 77,805,014 76,774,967 77,805,014 76,114,538 Net income (loss) per common share $ 0.01 $ (0.04 ) $ — $ (0.04 ) Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Diluted: Net income (loss) attributable to Nobilis Health Corp. $ 1,014 $ (2,759 ) $ 201 $ (2,918 ) Weighted average common shares outstanding 77,805,014 76,774,967 77,805,014 76,114,538 Dilutive effect of stock options, warrants, RSUs 327,113 — 363,005 — Weighted average common shares outstanding diluted 78,132,127 76,774,967 78,168,019 76,114,538 Net income (loss) per fully diluted share $ 0.01 $ (0.04 ) $ — $ (0.04 ) |
NONCONTROLLING INTERESTS (Table
NONCONTROLLING INTERESTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | Changes in contingently redeemable noncontrolling interests are as follows ( in thousands ): NHC - ASC Dallas First Nobilis Total Balance at January 1, 2016 $ 3,393 $ 8,832 $ 12,225 Distributions (2,928 ) (599 ) (3,527 ) Net (loss) income attributable to noncontrolling interests (68 ) 5,674 5,606 Total contingently redeemable noncontrolling interests at December 31, 2016 $ 397 $ 13,907 $ 14,304 Balance at January 1, 2017 $ 397 $ 13,907 $ 14,304 Distributions — — — Net income attributable to noncontrolling interests 152 207 359 Total contingently redeemable noncontrolling interests at September 30, 2017 $ 549 $ 14,114 $ 14,663 |
Schedule of Variable Interest Entities | The following table summarizes the carrying amount of the assets and liabilities of our material VIE’s included in the Company’s Consolidated Balance Sheets (after elimination of intercompany transactions and balances) ( in thousands ): September 30, 2017 December 31, 2016 Total cash and short term investments $ 9,043 $ 3,445 Total accounts receivable 24,813 18,845 Total other current assets 1,875 1,664 Total property and equipment 16,207 16,804 Total other assets 190 190 Total assets $ 52,128 $ 40,948 Total accounts payable $ 3,995 $ 4,119 Total other liabilities 4,466 5,263 Total accrued liabilities 16,337 11,538 Long term - capital lease 11,712 11,169 Noncontrolling interest (9,939 ) (8,892 ) Total liabilities $ 26,571 $ 23,197 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | A summary of the business segment information for the three and nine months ended September 30, 2017 and 2016 is as follows ( in thousands ): Three Months Ended September 30, 2017 Medical Marketing Corporate Total Revenues $ 59,276 $ 5,376 $ — $ 64,652 Operating expenses 52,052 4,356 — 56,408 Corporate costs — — 6,961 6,961 Income (loss) from operations 7,224 1,020 (6,961 ) 1,283 Change in fair value of warrant and option liabilities — — (171 ) (171 ) Interest expense (income) 253 (2 ) 1,129 1,380 Other expense $ 105 $ — 38 143 Income (loss) before income taxes $ 6,866 $ 1,022 $ (7,957 ) $ (69 ) Other data: Depreciation and amortization expense $ 2,298 $ 418 $ 93 $ 2,809 Income tax expense (benefit) $ 413 $ 33 $ (516 ) $ (70 ) Capital expenditures $ 775 $ 522 $ 118 $ 1,415 Three Months Ended September 30, 2016 Medical Marketing Corporate Total Revenues $ 65,419 $ 5,264 $ — $ 70,683 Operating expenses 60,871 2,958 — 63,829 Corporate costs — — 7,955 7,955 Income (loss) from operations 4,548 2,306 (7,955 ) (1,101 ) Change in fair value of warrant and option liabilities — — 133 133 Interest expense 329 1 414 744 Other (income) expense (199 ) (57 ) 58 (198 ) Income (loss) before income taxes $ 4,418 $ 2,362 (8,560 ) (1,780 ) Other data: Depreciation and amortization expense $ 1,564 $ 388 $ 79 $ 2,031 Income tax expense $ 205 $ 78 $ 200 $ 483 Capital expenditures $ 1,289 $ — $ 72 $ 1,361 Nine Months Ended September 30, 2017 Medical Marketing Corporate Total Revenues $ 201,204 $ 11,712 $ — $ 212,916 Operating expenses 174,409 11,964 — 186,373 Corporate costs — — 21,010 21,010 Income (loss) from operations 26,795 (252 ) (21,010 ) 5,533 Change in fair value of warrant and option liabilities — — (358 ) (358 ) Interest expense (income) 771 (10 ) 3,237 3,998 Other expense (income) 80 (8 ) 143 215 Income (loss) before income taxes $ 25,944 $ (234 ) $ (24,032 ) $ 1,678 Other data: Depreciation and amortization expense $ 6,552 $ 1,230 $ 256 $ 8,038 Income tax expense (benefit) $ 857 $ 88 $ (317 ) $ 628 Intangible assets, net $ 8,521 $ 11,872 $ — $ 20,393 Goodwill $ 50,992 $ 19,011 $ — $ 70,003 Capital expenditures $ 5,028 $ 2,737 $ 286 $ 8,051 Total assets $ 225,646 $ 49,240 $ 42,213 $ 317,099 Total liabilities $ 69,742 $ 8,760 $ 80,601 $ 159,103 Nine Months Ended September 30, 2016 Medical Marketing Corporate Total Revenues $ 166,922 $ 16,905 $ — $ 183,827 Operating expenses 158,471 11,716 — 170,187 Corporate costs — — 24,380 24,380 Income (loss) from operations 8,451 5,189 (24,380 ) (10,740 ) Change in fair value of warrant and option liabilities — — (1,566 ) (1,566 ) Interest expense 1,074 4 1,037 2,115 Other income (1,682 ) (305 ) (1,024 ) (3,011 ) Income (loss) before income taxes $ 9,059 $ 5,490 $ (22,827 ) $ (8,278 ) Other data: Depreciation and amortization expense $ 5,026 $ 1,436 $ 209 $ 6,671 Income tax expense (benefit) $ 662 $ 149 $ (2,577 ) $ (1,766 ) Intangible assets, net $ 5,246 $ 13,022 $ — $ 18,268 Goodwill $ 25,822 $ 19,011 $ — $ 44,833 Capital expenditures $ 4,000 $ — $ 388 $ 4,388 Total assets $ 175,279 $ 44,413 $ 21,291 $ 240,983 Total liabilities $ 55,602 $ 6,928 $ 38,237 $ 100,767 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) $ in Thousands | Sep. 13, 2017USD ($) | Mar. 08, 2017USD ($)installment | Oct. 28, 2016USD ($)surgery_center | Oct. 31, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 70,003 | $ 70,003 | $ 62,018 | ||||
DeRosa | |||||||
Business Acquisition [Line Items] | |||||||
Cash payments for business | $ 900 | ||||||
Hamilton Vein Center | |||||||
Business Acquisition [Line Items] | |||||||
Cash payments for business | $ 8,300 | ||||||
Purchase price | 13,300 | ||||||
Debt incurred | 5,000 | ||||||
Working capital adjustment | $ 292 | ||||||
Number of installments | installment | 2 | ||||||
Period liability payable | 2 years | ||||||
Revenue since acquisition | 3,000 | 7,800 | |||||
Net loss since acquisition | 800 | 1,100 | |||||
Equity issued (value) | $ 5,000 | ||||||
AZ Vein | |||||||
Business Acquisition [Line Items] | |||||||
Cash payments for business | $ 17,500 | ||||||
Goodwill | 16,144 | ||||||
Purchase price | 22,300 | ||||||
Working capital adjustment | $ 200 | ||||||
Revenue since acquisition | 1,200 | 4,300 | |||||
Net loss since acquisition | $ 2,200 | $ 5,300 | |||||
Number of properties acquired | surgery_center | 4 | ||||||
Equity issued (value) | $ 2,250 | ||||||
Transaction costs | $ 300 | ||||||
Common Stock | AZ Vein | |||||||
Business Acquisition [Line Items] | |||||||
Equity issued (value) | 2,250 | ||||||
Convertible Debt | AZ Vein | |||||||
Business Acquisition [Line Items] | |||||||
Equity issued (value) | 2,250 | $ 2,300 | |||||
Contingent Cash Holdback | Hamilton Vein Center | |||||||
Business Acquisition [Line Items] | |||||||
Contingent liability | $ 500 | ||||||
Contingent liability, percentage paid | 50.00% | ||||||
Contingent Cash Holdback | AZ Vein | |||||||
Business Acquisition [Line Items] | |||||||
Contingent liability | $ 1,100 | $ 1,100 | |||||
Contingent liability, percentage paid | 50.00% | ||||||
Earn-out Arrangement | AZ Vein | |||||||
Business Acquisition [Line Items] | |||||||
Contingent liability | $ 100 | ||||||
Medical | DeRosa | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 700 | ||||||
Medical | Hamilton Vein Center | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 8,329 |
ACQUISITIONS - Schedule of Fair
ACQUISITIONS - Schedule of Fair Value of Identifiable Assets (Details) - USD ($) $ in Thousands | Mar. 08, 2017 | Oct. 28, 2016 | Sep. 30, 2017 | Dec. 31, 2016 |
Assets acquired: | ||||
Goodwill | $ 70,003 | $ 62,018 | ||
Hamilton Vein Center | ||||
Assets acquired: | ||||
Cash | $ 438 | |||
Trade accounts receivable | 597 | |||
Prepaid expenses and other current assets | 42 | |||
Medical Supplies | 295 | |||
Property and equipment | 2,970 | |||
Intangible assets | 1,900 | |||
Total assets acquired | 14,571 | |||
Liabilities assumed: | ||||
Trade accounts payable | 409 | |||
Refunds payable | 0 | |||
Accrued liabilities | 441 | |||
Current portion of capital leases | 69 | |||
Long-term portion of capital leases | 39 | |||
Total liabilities assumed | 958 | |||
Consideration: | ||||
Cash | 8,321 | |||
Convertible promissory note | 5,000 | |||
Working capital adjustment | 292 | |||
Total consideration | 13,613 | |||
AZ Vein | ||||
Assets acquired: | ||||
Cash | $ 261 | |||
Trade accounts receivable | 3,472 | |||
Prepaid expenses and other current assets | 188 | |||
Medical Supplies | 191 | |||
Property and equipment | 2,745 | |||
Other long-term assets | 6 | |||
Intangible assets | 1,700 | |||
Goodwill | 16,144 | |||
Total assets acquired | 24,707 | |||
Liabilities assumed: | ||||
Trade accounts payable | 996 | |||
Accrued liabilities | 273 | |||
Current portion of capital leases | 472 | |||
Long-term portion of capital leases | 666 | |||
Total liabilities assumed | 2,407 | |||
Consideration: | ||||
Cash | 17,500 | |||
Stock issued | 2,250 | |||
Convertible promissory note | 2,250 | |||
Working capital adjustment | 200 | |||
Earnout consideration | 100 | |||
Total consideration | 22,300 | |||
Recognized as of Acquisition Date | Hamilton Vein Center | ||||
Assets acquired: | ||||
Cash | 438 | |||
Trade accounts receivable | 747 | |||
Prepaid expenses and other current assets | 42 | |||
Medical Supplies | 295 | |||
Property and equipment | 2,359 | |||
Intangible assets | 0 | |||
Goodwill | 10,828 | |||
Total assets acquired | 14,709 | |||
Liabilities assumed: | ||||
Trade accounts payable | 612 | |||
Refunds payable | 347 | |||
Accrued liabilities | 524 | |||
Current portion of capital leases | 69 | |||
Long-term portion of capital leases | 39 | |||
Total liabilities assumed | 1,591 | |||
Consideration: | ||||
Cash | 8,321 | |||
Convertible promissory note | 5,000 | |||
Working capital adjustment | (203) | |||
Total consideration | 13,118 | |||
Recognized as of Acquisition Date | AZ Vein | ||||
Assets acquired: | ||||
Cash | 261 | |||
Trade accounts receivable | 3,472 | |||
Prepaid expenses and other current assets | 188 | |||
Medical Supplies | 191 | |||
Property and equipment | 2,745 | |||
Other long-term assets | 6 | |||
Intangible assets | 1,700 | |||
Goodwill | 17,185 | |||
Total assets acquired | 25,748 | |||
Liabilities assumed: | ||||
Trade accounts payable | 996 | |||
Accrued liabilities | 273 | |||
Current portion of capital leases | 472 | |||
Long-term portion of capital leases | 666 | |||
Total liabilities assumed | 2,407 | |||
Consideration: | ||||
Cash | 17,500 | |||
Stock issued | 2,250 | |||
Convertible promissory note | 2,250 | |||
Working capital adjustment | 1,241 | |||
Earnout consideration | 100 | |||
Total consideration | 23,341 | |||
Measurement Period Adjustments | Hamilton Vein Center | ||||
Assets acquired: | ||||
Cash | 0 | |||
Trade accounts receivable | (150) | |||
Prepaid expenses and other current assets | 0 | |||
Medical Supplies | 0 | |||
Property and equipment | 611 | |||
Intangible assets | 1,900 | |||
Goodwill | (2,499) | |||
Total assets acquired | (138) | |||
Liabilities assumed: | ||||
Trade accounts payable | (203) | |||
Refunds payable | (347) | |||
Accrued liabilities | (83) | |||
Current portion of capital leases | 0 | |||
Long-term portion of capital leases | 0 | |||
Total liabilities assumed | (633) | |||
Consideration: | ||||
Cash | 0 | |||
Convertible promissory note | 0 | |||
Working capital adjustment | 495 | |||
Total consideration | $ 495 | |||
Measurement Period Adjustments | AZ Vein | ||||
Assets acquired: | ||||
Cash | 0 | |||
Trade accounts receivable | 0 | |||
Prepaid expenses and other current assets | 0 | |||
Medical Supplies | 0 | |||
Property and equipment | 0 | |||
Other long-term assets | 0 | |||
Intangible assets | 0 | |||
Goodwill | (1,041) | |||
Total assets acquired | (1,041) | |||
Liabilities assumed: | ||||
Trade accounts payable | 0 | |||
Accrued liabilities | 0 | |||
Current portion of capital leases | 0 | |||
Long-term portion of capital leases | 0 | |||
Total liabilities assumed | 0 | |||
Consideration: | ||||
Cash | 0 | |||
Stock issued | 0 | |||
Convertible promissory note | 0 | |||
Working capital adjustment | (1,041) | |||
Earnout consideration | 0 | |||
Total consideration | $ (1,041) |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Combinations [Abstract] | ||||
Revenue | $ 64,652 | $ 78,960 | $ 215,518 | $ 205,971 |
Income (loss) from operations | 1,283 | (29) | 4,558 | (12,175) |
Net income (loss) attributable to Nobilis Health Corp. | $ 1,014 | $ (2,091) | $ (726) | $ (4,716) |
Net income (loss) per basic common share (in dollars per share) | $ 0.01 | $ (0.03) | $ (0.01) | $ (0.06) |
INVESTMENTS IN ASSOCIATES (Narr
INVESTMENTS IN ASSOCIATES (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Apr. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2017 | |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures [Abstract] | |||
Investments In Associates 2 | 58.00% | ||
Investments In Associates 3 | 70.00% | ||
Investments In Associates 4 | 62.00% | ||
Investments In Associates 5 | $ 0.4 |
FINANCIAL INSTRUMENTS AND CON40
FINANCIAL INSTRUMENTS AND CONCENTRATION - Schedule of Revenue by Major Customers by Reporting Segments (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Private insurance and other private pay | 96.50% | 96.80% | 97.20% | 96.70% |
Workers compensation | 1.60% | 3.00% | 1.70% | 3.00% |
Medicare | 1.90% | 0.20% | 1.10% | 0.30% |
Total | 100.00% | 100.00% | 100.00% | 100.00% |
Medical Segment | ||||
Segment Reporting Information [Line Items] | ||||
Private insurance and other private pay | 96.20% | 96.30% | 97.00% | 96.20% |
Workers compensation | 1.70% | 3.40% | 1.80% | 3.40% |
Medicare | 2.10% | 0.30% | 1.20% | 0.40% |
Total | 100.00% | 100.00% | 100.00% | 100.00% |
Marketing Segment | ||||
Segment Reporting Information [Line Items] | ||||
Private insurance and other private pay | 100.00% | 100.00% | 100.00% | 100.00% |
Workers compensation | 0.00% | 0.00% | 0.00% | 0.00% |
Medicare | 0.00% | 0.00% | 0.00% | 0.00% |
Total | 100.00% | 100.00% | 100.00% | 100.00% |
TRADE ACCOUNTS RECEIVABLE, NE41
TRADE ACCOUNTS RECEIVABLE, NET - Schedule of Accounts, Notes, Loans and Financing Receivable (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Receivables [Abstract] | ||
Trade accounts receivable | $ 104,981 | $ 121,599 |
Allowance for doubtful accounts | (750) | (750) |
Receivables transferred | 0 | (309) |
Receivables purchased | 8,171 | 4,411 |
Trade accounts receivable, net | $ 112,402 | $ 124,951 |
TRADE ACCOUNTS RECEIVABLE, NE42
TRADE ACCOUNTS RECEIVABLE, NET - (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Receivables [Abstract] | |||||
Trade Accounts Receivable, Net 2 | $ 0 | $ 0 | $ 0 | $ 0 | |
Trade Accounts Receivable, Net 3 | 0 | $ 300,000 | |||
Trade Accounts Receivable, Net 5 | 0 | 100,000 | 100,000 | 600,000 | |
Trade Accounts Receivable, Net 7 | 0 | 800,000 | $ 500,000 | 4,900,000 | |
Trade Accounts Receivable, Net 13 | 30 days | ||||
Trade Accounts Receivable, Net 14 | 45 days | ||||
Trade Accounts Receivable, Net 15 | 100.00% | ||||
Trade Accounts Receivable, Net 16 | 4,600,000 | 4,600,000 | $ 12,100,000 | 11,200,000 | |
Trade Accounts Receivable, Net 20 | $ 2,900,000 | $ 2,400,000 | 6,300,000 | $ 5,900,000 | |
Trade Accounts Receivable, Net 24 | $ 8,200,000 | $ 4,400,000 |
TRADE ACCOUNTS RECEIVABLE, NE43
TRADE ACCOUNTS RECEIVABLE, NET - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance at Beginning of Period | $ (750) | $ (5,165) |
Costs and Expenses | 0 | (750) |
Recovery | 0 | 1,135 |
Write-offs, net | 0 | 4,030 |
Balance at End of Period | $ (750) | $ (750) |
ACCRUED LIABILITIES AND OTHER44
ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Accrued liabilities: | ||
Accrued salaries and related benefits | $ 5,435 | $ 3,333 |
Contract services | 3,982 | 3,766 |
Lab expense | 9,073 | 5,402 |
Other | 19,028 | 17,644 |
Total accrued liabilities | 37,518 | 30,145 |
Other current liabilities: | ||
Estimated amounts due to third party payors | 4,974 | 6,286 |
Other | 4,618 | 1,275 |
Total other current liabilities | $ 9,592 | $ 7,561 |
OTHER LONG-TERM LIABILITIES (Na
OTHER LONG-TERM LIABILITIES (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Other long-term liabilities | $ 3,736 | $ 3,999 |
Unfavorable lease | 2,900 | |
Estimated amortization of unfavorable lease, remainder of 2017 | 100 | |
Estimated amortization of unfavorable lease, 2018 | 300 | |
Estimated amortization of unfavorable lease, 2019 | 300 | |
Estimated amortization of unfavorable lease, 2020 | 300 | |
Estimated amortization of unfavorable lease, 2021 | 300 | |
Estimated amortization of unfavorable lease, thereafter | $ 1,900 |
DEBT - 2016 Developments (Detai
DEBT - 2016 Developments (Details) | Mar. 08, 2017USD ($)installmentd | Oct. 28, 2016USD ($) | Sep. 30, 2017USD ($)d | Mar. 03, 2017 |
Debt Instrument [Line Items] | ||||
Debt 7 | $ 50,500,000 | |||
Lines Of Credit 4 | $ 18,000,000 | |||
Convertible Debt | Convertible Promissory Note | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.00% | |||
Compass Bank | Compass Bank Loans | ||||
Debt Instrument [Line Items] | ||||
Consolidated fixed charge ratio | 2 | |||
Compass Bank | Compass Bank Loans | Through September 30, 2018 | ||||
Debt Instrument [Line Items] | ||||
Consolidated leverage ratio | 2.75 | 3.75 | ||
Compass Bank | Compass Bank Loans | December 31, 2018 to September 30, 2019 | ||||
Debt Instrument [Line Items] | ||||
Consolidated leverage ratio | 2.50 | |||
Consolidated fixed charge ratio | 1.15 | |||
Compass Bank | Compass Bank Loans | December 31, 2019 to September 30, 2020 | ||||
Debt Instrument [Line Items] | ||||
Consolidated leverage ratio | 2.25 | |||
Compass Bank | Compass Bank Loans | Through December 31, 2020 | ||||
Debt Instrument [Line Items] | ||||
Consolidated leverage ratio | 2 | |||
Compass Bank | Term | Compass Bank Loans | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 52,500,000 | |||
Effective rate percentage | 5.33% | |||
Additional borrowing capacity | 50,000,000 | |||
Compass Bank | Revolving | Compass Bank Loans | ||||
Debt Instrument [Line Items] | ||||
Effective rate percentage | 5.33% | |||
Maximum borrowing capacity | $ 30,000,000 | |||
Minimum | Compass Bank | Term | Compass Bank Loans | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Margin | 3.00% | |||
Maximum | Compass Bank | Term | Compass Bank Loans | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Margin | 3.75% | |||
AZ Vein | Convertible Debt | Convertible Promissory Note | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 2,250,000 | |||
Debt term | 36 months | |||
Trailing trading days | d | 10 | |||
Hamilton Vein Center | ||||
Debt Instrument [Line Items] | ||||
Number of installments | installment | 2 | |||
Period liability payable | 2 years | |||
Hamilton Vein Center | Convertible Debt | Convertible Promissory Note | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 5,000,000 | |||
Trailing trading days | d | 10 |
DEBT - Schedule of Long-term De
DEBT - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Lines of credit | $ 18,000 | $ 15,000 |
Term loan | 50,487 | 52,500 |
Convertible promissory note | 7,250 | 2,250 |
Gross debt | 75,737 | 69,750 |
Less: unamortized debt issuance costs | (2,170) | (1,957) |
Debt, net of unamortized debt issuance costs | 73,567 | 67,793 |
Less: current debt, net of unamortized debt issuance costs | (4,627) | (2,220) |
Long-term debt, net | $ 68,940 | $ 65,573 |
DEBT - Future Maturities (Detai
DEBT - Future Maturities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Debt Disclosure [Abstract] | |
2,017 | $ 5,125 |
2,018 | 5,125 |
2,019 | 7,500 |
2,020 | 5,250 |
2,021 | 52,737 |
Total | $ 75,737 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value, by Balance Sheet Grouping (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||
Warrant and stock option derivative liabilities, Level 1 | $ 0 | $ 0 |
Warrant and stock option derivative liabilities, Level 2 | 0 | 0 |
Warrant and stock option derivative liabilities, Level 3 | 458,000 | 902,000 |
Warrant and stock option derivative liabilities | 458,000 | 902,000 |
Total, Level 1 | 0 | 0 |
Total, Level 2 | 0 | 0 |
Total, Level 3 | 458,000 | 902,000 |
Total | 458,000 | $ 902,000 |
Warrants and stock option derivative liabilities | $ 0 |
SHARE BASED COMPENSATION (Narra
SHARE BASED COMPENSATION (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Based Compensation 9 (in shares) | 280,000 | 895,000 | ||
Share Based Compensation 10 (in shares) | 175,000 | 425,000 | ||
Share Based Compensation 11 (in shares) | 105,000 | 470,000 | ||
Share Based Compensation 16 (in shares) | 500,000 | |||
Share Based Compensation 20 | $ 0 | $ 1,300,000 | ||
Exercised (in shares) | 0 | 1,083,750 | ||
Intrinsic value of stock options outstanding | $ 100,000 | $ 100,000 | ||
Share Based Compensation 23 | $ 1,200,000 | $ 1,600,000 | $ 2,800,000 | $ 5,000,000 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Shares forfeited (in shares) | 1,045,000 | |||
Options To Non-employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options exercisable (in shares) | 500,000 | 500,000 | ||
Tranche One | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years | |||
Tranche Two | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years |
SHARE BASED COMPENSATION - Sche
SHARE BASED COMPENSATION - Schedule of Stock Options, Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares Underlying Options | ||||
Outstanding (in shares) | 7,544,025 | 5,465,000 | 5,465,000 | |
Granted (in shares) | 895,000 | 2,457,075 | ||
Exercised (in shares) | 0 | (1,083,750) | ||
Forfeited (in shares) | (1,045,000) | (966,800) | ||
Outstanding (in shares) | 7,394,025 | 5,871,525 | 7,544,025 | 5,465,000 |
Exercisable (in shares) | 4,146,108 | 2,234,025 | ||
Weighted- Average Exercise Price | ||||
Outstanding (in dollars per share) | $ 2.61 | $ 2.97 | $ 2.97 | |
Granted (in dollars per share) | 1.71 | 2.14 | ||
Exercised (in dollars per share) | 0 | 1.91 | ||
Forfeited (in dollars per share) | 3.02 | 3.01 | ||
Outstanding (in dollars per share) | 2.45 | 2.77 | $ 2.61 | $ 2.97 |
Exercisable (in dollars per share) | $ 2.34 | $ 2.32 | ||
Weighted-Average Remaining Life (years) | ||||
Outstanding | 9 years | 9 years 2 months 12 days | ||
Granted | 9 years 8 months 12 days | 9 years 4 months 24 days | ||
Outstanding | 8 years 4 months 24 days | 8 years 10 months 24 days | ||
Exercisable | 8 years 2 months 12 days | 8 years 6 months |
SHARE BASED COMPENSATION - Sc52
SHARE BASED COMPENSATION - Schedule of Stock Options, Valuation Assumptions (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected price volatility, min | 87.00% | 114.00% |
Expected price volatility, max | 91.00% | 117.00% |
Risk free interest rate, min | 1.78% | 1.03% |
Risk free interest rate, max | 2.14% | 1.53% |
Expected annual dividend yield | 0.00% | 0.00% |
Expected option term, min | 5 years | 5 years |
Expected option term, max | 6 years | 6 years |
Expected forfeiture rate, min | 3.10% | 0.50% |
Expected forfeiture rate, max | 11.60% | 11.60% |
Grant date fair value per share, min (in dollars per share) | $ 0.99 | $ 1.73 |
Grant date fair value per share, max (in dollars per share) | 1.81 | 2.41 |
Grant date exercise price per share, min (in dollars per share) | 1.35 | 1.99 |
Grant date exercise price per share, max (in dollars per share) | $ 2.32 | $ 2.82 |
WARRANTS AND OPTIONS LIABILIT53
WARRANTS AND OPTIONS LIABILITIES - Schedule of Warrants or Rights, Valuation Assumptions (Details) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Risk free interest rate, min | 0.62% | 0.26% |
Risk free interest rate, max | 0.59% | |
Expected life in years, min | 1 month 25 days | 3 months |
Expected life in years, max | 1 year 1 month 25 days | |
Expected volatility, min | 63.00% | 76.00% |
Expected volatility, max | 112.00% | |
Expected dividend yield | 0.00% | 0.00% |
WARRANTS AND OPTIONS LIABILIT54
WARRANTS AND OPTIONS LIABILITIES - Schedule of Warrants or Rights, Activity (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Warrant And Option Liability [Roll Forward] | ||
Balance at beginning of year | $ 3 | $ 2,109 |
Issuance of warrants and options | 0 | 0 |
Transferred to equity upon exercise | 0 | 0 |
Change in fair value recorded in earnings | (3) | (1,729) |
Balance at end of the year | $ 0 | $ 380 |
WARRANTS AND OPTIONS LIABILIT55
WARRANTS AND OPTIONS LIABILITIES (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||||
Nonemployee options outstanding (in shares) | 500,000 | 500,000 | ||
Shares issued to non-employees (in shares) | 650,000 | |||
Shares revalued (in shares) | 150,000 | |||
Increase (decrease) of value of nonemployee shares issued | $ 0.1 | |||
Warrants And Options Liabilities 1 (in shares) | 500,000 | |||
Warrants And Options Liabilities 2 | $ 0.2 | $ 0.2 | ||
2014 Warrant And Option Issuances | ||||
Class of Warrant or Right [Line Items] | ||||
Nonemployee options outstanding (in shares) | 0 | 0 | ||
Options To Non-employees | ||||
Class of Warrant or Right [Line Items] | ||||
Options exercisable (in shares) | 500,000 | 500,000 |
WARRANTS AND OPTIONS LIABILIT56
WARRANTS AND OPTIONS LIABILITIES - Schedule of Option Awards, Valuation Assumptions (Details) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Risk free interest rate, min | 1.01% | |
Risk free interest rate, max | 1.55% | 1.14% |
Expected life in years, min | 4 years | |
Expected life in years, max | 3 years | 5 years |
Expected volatility, min | 103.00% | |
Expected volatility, max | 84.00% | 114.00% |
WARRANTS AND OPTIONS LIABILIT57
WARRANTS AND OPTIONS LIABILITIES - Schedule of Option Awards, Liability (Details) - Options To Non-employees - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Warrants and Rights Outstanding [Roll Forward] | ||
Balance at beginning of year | $ 899 | $ 841 |
Reclassification to additional paid in capital | (109) | 0 |
Vested during the period | 0 | 533 |
Change in fair value recorded in earnings | (332) | 163 |
Ending balance | $ 458 | $ 1,537 |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Basic: | ||||
Net income (loss) attributable to Nobilis Health Corp. | $ 1,014 | $ (2,759) | $ 201 | $ (2,918) |
Weighted average common shares outstanding (in shares) | 77,805,014 | 76,774,967 | 77,805,014 | 76,114,538 |
Net income (loss) per common share (in dollars per share) | $ 0.01 | $ (0.04) | $ 0 | $ (0.04) |
Diluted: | ||||
Net income (loss) attributable to Nobilis Health Corp. | $ 1,014 | $ (2,759) | $ 201 | $ (2,918) |
Weighted average common shares outstanding (in shares) | 77,805,014 | 76,774,967 | 77,805,014 | 76,114,538 |
Dilutive effect of stock options, warrants, RSUs (in shares) | 327,113 | 0 | 363,005 | 0 |
Weighted average common shares outstanding diluted (in shares) | 78,132,127 | 76,774,967 | 78,168,019 | 76,114,538 |
Net income (loss) per fully diluted share (in dollars per share) | $ 0.01 | $ (0.04) | $ 0 | $ (0.04) |
NONCONTROLLING INTERESTS (Narra
NONCONTROLLING INTERESTS (Narrative) (Details) | Sep. 30, 2017 |
The Palladium for Surgery - Houston | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 8.10% |
Kirby Surgical Center | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 75.00% |
Microsurgery Institute | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 65.00% |
Houston Microsurgery Institute | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 2.30% |
Northstar Healthcare Dallas Management | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 50.00% |
NHC - ASC Dallas | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 65.00% |
First Nobilis Hospital | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 49.00% |
First Nobilis Hospital Management | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 40.00% |
Hermann Drive Surgical Hospital | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 45.00% |
Scottsdale Liberty Hospital | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 25.00% |
Series 1 Best Choice Anesthesia & Pain | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 10.00% |
Peak Neuromonitoring Physicians II, PLLC | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 15.00% |
NONCONTROLLING INTERESTS - Rede
NONCONTROLLING INTERESTS - Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Redeemable Noncontrolling Interest [Roll Forward] | ||
Beginning balance | $ 14,304 | $ 12,225 |
Distributions | 0 | (3,527) |
Net (loss) income attributable to noncontrolling interests | 359 | 5,606 |
Ending balance | 14,663 | 14,304 |
Reportable Legal Entities | NHC - ASC Dallas | ||
Redeemable Noncontrolling Interest [Roll Forward] | ||
Beginning balance | 397 | 3,393 |
Distributions | 0 | (2,928) |
Net (loss) income attributable to noncontrolling interests | 152 | (68) |
Ending balance | 549 | 397 |
Reportable Legal Entities | First Nobilis | ||
Redeemable Noncontrolling Interest [Roll Forward] | ||
Beginning balance | 13,907 | 8,832 |
Distributions | 0 | (599) |
Net (loss) income attributable to noncontrolling interests | 207 | 5,674 |
Ending balance | $ 14,114 | $ 13,907 |
NONCONTROLLING INTERESTS - Sche
NONCONTROLLING INTERESTS - Schedule of Variable Interest Entities (Details) - Variable Interest Entity, Primary Beneficiary - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Variable Interest Entity [Line Items] | ||
Total assets | $ 52,128 | $ 40,948 |
Total liabilities | 26,571 | 23,197 |
Total cash and short term investments | ||
Variable Interest Entity [Line Items] | ||
Total assets | 9,043 | 3,445 |
Total accounts receivable | ||
Variable Interest Entity [Line Items] | ||
Total assets | 24,813 | 18,845 |
Total other current assets | ||
Variable Interest Entity [Line Items] | ||
Total assets | 1,875 | 1,664 |
Total property and equipment | ||
Variable Interest Entity [Line Items] | ||
Total assets | 16,207 | 16,804 |
Total other assets | ||
Variable Interest Entity [Line Items] | ||
Total assets | 190 | 190 |
Total accounts payable | ||
Variable Interest Entity [Line Items] | ||
Total liabilities | 3,995 | 4,119 |
Total other liabilities | ||
Variable Interest Entity [Line Items] | ||
Total liabilities | 4,466 | 5,263 |
Total accrued liabilities | ||
Variable Interest Entity [Line Items] | ||
Total liabilities | 16,337 | 11,538 |
Long term - capital lease | ||
Variable Interest Entity [Line Items] | ||
Total liabilities | 11,712 | 11,169 |
Noncontrolling interest | ||
Variable Interest Entity [Line Items] | ||
Noncontrolling interest | $ (9,939) | $ (8,892) |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||||
Income Taxes 1 | 35.00% | |||
Income Taxes 2 | 39.60% | |||
Income tax expense (benefit), net | $ (70) | $ 483 | $ 628 | $ (1,766) |
Income Taxes 11 | 37.50% | 21.10% | ||
Income Taxes 13 | $ 800 | $ 900 | ||
Income Taxes 3 | 2.20% | |||
Income Taxes 4 | 1.00% | |||
First Nobilis | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 51.00% | 51.00% |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 64,652 | $ 70,683 | $ 212,916 | $ 183,827 |
Operating expenses | 56,408 | 63,829 | 186,373 | 170,187 |
Corporate costs | 6,961 | 7,955 | 21,010 | 24,380 |
Income (loss) from operations | 1,283 | (1,101) | 5,533 | (10,740) |
Change in fair value of warrant and option liabilities | (171) | 133 | (358) | (1,566) |
Interest expense (income) | 1,380 | 744 | 3,998 | 2,115 |
Other expense (income) | 143 | (198) | 215 | (3,011) |
Income (loss) before income taxes | (69) | (1,780) | 1,678 | (8,278) |
Other data: | ||||
Depreciation and amortization expense | 2,809 | 2,031 | 8,038 | 6,671 |
Income tax expense (benefit) | (70) | 483 | 628 | (1,766) |
Intangible assets, net | 20,393 | 18,268 | 20,393 | 18,268 |
Goodwill | 70,003 | 44,833 | 70,003 | 44,833 |
Capital expenditures | 1,415 | 1,361 | 8,051 | 4,388 |
Total assets | 317,099 | 240,983 | 317,099 | 240,983 |
Total liabilities | 159,103 | 100,767 | 159,103 | 100,767 |
Operating Segments | Medical | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 59,276 | 65,419 | 201,204 | 166,922 |
Operating expenses | 52,052 | 60,871 | 174,409 | 158,471 |
Corporate costs | 0 | 0 | 0 | 0 |
Income (loss) from operations | 7,224 | 4,548 | 26,795 | 8,451 |
Change in fair value of warrant and option liabilities | 0 | 0 | 0 | 0 |
Interest expense (income) | 253 | 329 | 771 | 1,074 |
Other expense (income) | 105 | (199) | 80 | (1,682) |
Income (loss) before income taxes | 6,866 | 4,418 | 25,944 | 9,059 |
Other data: | ||||
Depreciation and amortization expense | 2,298 | 1,564 | 6,552 | 5,026 |
Income tax expense (benefit) | 413 | 205 | 857 | 662 |
Intangible assets, net | 8,521 | 5,246 | 8,521 | 5,246 |
Goodwill | 50,992 | 25,822 | 50,992 | 25,822 |
Capital expenditures | 775 | 1,289 | 5,028 | 4,000 |
Total assets | 225,646 | 175,279 | 225,646 | 175,279 |
Total liabilities | 69,742 | 55,602 | 69,742 | 55,602 |
Operating Segments | Marketing | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 5,376 | 5,264 | 11,712 | 16,905 |
Operating expenses | 4,356 | 2,958 | 11,964 | 11,716 |
Corporate costs | 0 | 0 | 0 | 0 |
Income (loss) from operations | 1,020 | 2,306 | (252) | 5,189 |
Change in fair value of warrant and option liabilities | 0 | 0 | 0 | 0 |
Interest expense (income) | (2) | 1 | (10) | 4 |
Other expense (income) | 0 | (57) | (8) | (305) |
Income (loss) before income taxes | 1,022 | 2,362 | (234) | 5,490 |
Other data: | ||||
Depreciation and amortization expense | 418 | 388 | 1,230 | 1,436 |
Income tax expense (benefit) | 33 | 78 | 88 | 149 |
Intangible assets, net | 11,872 | 13,022 | 11,872 | 13,022 |
Goodwill | 19,011 | 19,011 | 19,011 | 19,011 |
Capital expenditures | 522 | 0 | 2,737 | 0 |
Total assets | 49,240 | 44,413 | 49,240 | 44,413 |
Total liabilities | 8,760 | 6,928 | 8,760 | 6,928 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Operating expenses | 0 | 0 | 0 | 0 |
Corporate costs | 6,961 | 7,955 | 21,010 | 24,380 |
Income (loss) from operations | (6,961) | (7,955) | (21,010) | (24,380) |
Change in fair value of warrant and option liabilities | (171) | 133 | (358) | (1,566) |
Interest expense (income) | 1,129 | 414 | 3,237 | 1,037 |
Other expense (income) | 38 | 58 | 143 | (1,024) |
Income (loss) before income taxes | (7,957) | (8,560) | (24,032) | (22,827) |
Other data: | ||||
Depreciation and amortization expense | 93 | 79 | 256 | 209 |
Income tax expense (benefit) | (516) | 200 | (317) | (2,577) |
Intangible assets, net | 0 | 0 | 0 | 0 |
Goodwill | 0 | 0 | 0 | 0 |
Capital expenditures | 118 | 72 | 286 | 388 |
Total assets | 42,213 | 21,291 | 42,213 | 21,291 |
Total liabilities | $ 80,601 | $ 38,237 | $ 80,601 | $ 38,237 |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) - USD ($) | Oct. 28, 2016 | Oct. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Related Party Transaction [Line Items] | ||||
Related Party Transaction 8 | $ 400,000 | $ 1,000,000 | ||
Related Party Transaction 9 | 3,200,000 | |||
Related Party Transaction 11 | 1,600,000 | 1,600,000 | ||
Related Party Transactions 6 | 1,300,000 | 1,300,000 | ||
Related Party Transaction 12 | 2,100,000 | 1,900,000 | ||
Related Party Transactions 10 | 5,600,000 | 5,200,000 | ||
Affiliate | HOPD | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transactions 7 | 3,800,000 | |||
AZ Vein | ||||
Related Party Transaction [Line Items] | ||||
Equity issued (value) | $ 2,250,000 | |||
Facility lease expenses | 800,000 | |||
AZ Vein | Convertible Debt | ||||
Related Party Transaction [Line Items] | ||||
Equity issued (value) | 2,250,000 | $ 2,300,000 | ||
Pre-Acquisition And Working Capital Adjustment | AZ Vein | ||||
Related Party Transaction [Line Items] | ||||
Contingent liability | 2,200,000 | |||
Contingent Cash Holdback | AZ Vein | ||||
Related Party Transaction [Line Items] | ||||
Contingent liability | $ 1,100,000 | $ 1,100,000 | ||
Book Deal, Related Party | Affiliate | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 0 | 1,700,000 | ||
Book Deal, Marketing Services | Affiliate | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 0 | 300,000 | ||
Book Deal, Consulting Services | Affiliate | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 0 | 900,000 | ||
Service Agreements, Related Party | Immediate Family Member of Management or Principal Owner | Linear Marketing, LLC | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 0 | $ 400,000 | ||
Transfer of minority interest | Member of board of directors | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 300,000 | |||
Net amount due to related parties | $ 100,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) $ in Millions | Jan. 08, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies 1 | $ 100 |