Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 28, 2016 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
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 | 76,877,014 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash | $ 19,614 | $ 15,666 |
Trade accounts receivable, net of allowance of $2,144 at September 30, 2016 and $5,165 at December 31, 2015 | 86,170 | 92,569 |
Medical supplies | 4,321 | 4,493 |
Prepaid expenses and other current assets | 3,727 | 2,789 |
Total current assets | 113,832 | 115,517 |
Property and equipment, net | 34,638 | 35,303 |
Intangible assets, net | 18,268 | 19,619 |
Goodwill | 44,833 | 44,833 |
Deferred tax asset | 27,470 | 25,035 |
Other long-term assets | 1,942 | 1,720 |
Total Assets | 240,983 | 242,027 |
Current Liabilities: | ||
Trade accounts payable | 19,702 | 23,381 |
Accrued expenses | 20,661 | 16,648 |
Current portion of capital leases | 3,484 | 5,193 |
Current portion of long-term debt | 1,006 | 1,243 |
Current portion of warrant and stock option derivative liabilities | 380 | 332 |
Other current liabilities | 6,802 | 5,025 |
Total current liabilities | 52,035 | 51,822 |
Lines of credit | 8,135 | 3,000 |
Long-term capital leases, net of current portion | 12,711 | 13,654 |
Long-term debt, net of current portion | 22,826 | 21,469 |
Warrant and stock option derivative liabilities, net of current portion | 1,537 | 2,619 |
Other long-term liabilities | 3,523 | 3,386 |
Total liabilities | 100,767 | 95,950 |
Commitments and Contingencies | ||
Contingently redeemable noncontrolling interest | 10,567 | 12,225 |
Shareholders' Equity: | ||
Common shares, no par value, unlimited shares authorized, 76,855,014 and 73,675,979 shares issued and outstanding, respectively | 0 | 0 |
Additional paid in capital | 218,724 | 211,827 |
Accumulated deficit | (88,410) | (85,491) |
Total shareholders’ equity attributable to Nobilis Health Corp. | 130,314 | 126,336 |
Noncontrolling interests | (665) | 7,516 |
Total shareholders' equity | 129,649 | 133,852 |
Total Liabilities and Shareholders' Equity | $ 240,983 | $ 242,027 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable, current | $ 2,144 | $ 5,165 |
Common shares issued (in shares) | 76,885,014 | 73,675,979 |
Common shares outstanding (in shares) | 76,885,014 | 73,675,979 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Patient and net professional fees | $ 65,666 | $ 46,237 | $ 167,199 | $ 126,661 |
Contracted marketing revenues | 2,604 | 4,410 | 10,754 | 8,059 |
Factoring revenues | 2,413 | 1,836 | 5,874 | 4,481 |
Total revenues | 70,683 | 52,483 | 183,827 | 139,201 |
Bad debt expense | 0 | 1,129 | ||
(Loss) income from operations | (1,101) | 3,051 | (10,740) | 8,070 |
Other expense (income) : | ||||
Change in fair value of warrant and stock option derivative liabilities | 133 | (6,381) | (1,566) | (4,677) |
Interest expense | 744 | 322 | 2,115 | 1,106 |
Bargain purchase gain | 0 | (4,358) | 0 | (4,358) |
Other income, net | (198) | (106) | (3,011) | (1,518) |
Total other expense (income) | 679 | (10,523) | (2,462) | (9,447) |
(Loss) income before income taxes and noncontrolling interests | (1,780) | 13,574 | (8,278) | 17,517 |
Income tax expense (benefit) | 483 | 256 | (1,766) | 862 |
Net (loss) income | (2,263) | 13,318 | (6,512) | 16,655 |
Net income (loss) attributable to noncontrolling interests | 496 | 2,375 | (3,594) | 10,617 |
Net (loss) income attributable to Nobilis Health Corp. | $ (2,759) | $ 10,943 | $ (2,918) | $ 6,038 |
Net (loss) income per basic common share (in dollars per share) | $ (0.04) | $ 0.15 | $ (0.04) | $ 0.09 |
Net (loss) income per fully diluted common share (in dollars per share) | $ (0.04) | $ 0.14 | $ (0.04) | $ 0.08 |
Weighted average shares outstanding (basic) (in shares) | 76,774,967 | 70,935,587 | 76,114,538 | 65,310,610 |
Weighted average shares outstanding (fully diluted) (in shares) | 76,774,967 | 77,656,264 | 76,114,538 | 75,067,623 |
Operating expenses: | ||||
Revenues: | ||||
Salaries and benefits | $ 13,209 | $ 10,255 | $ 38,377 | $ 26,927 |
Drugs and supplies | 15,473 | 8,405 | 39,670 | 22,265 |
General and administrative | 33,195 | 21,025 | 85,678 | 54,625 |
Bad debt expense | 0 | 929 | 0 | 1,129 |
Depreciation and amortization | 1,952 | 1,522 | 6,462 | 3,114 |
Operating expenses | 63,829 | 42,136 | 170,187 | 108,060 |
Corporate expenses: | ||||
Revenues: | ||||
Salaries and benefits | 1,765 | 1,540 | 5,077 | 3,532 |
General and administrative | 4,576 | 5,192 | 14,984 | 17,707 |
Legal expenses | 1,535 | 521 | 4,110 | 1,733 |
Depreciation and amortization | 79 | 43 | 209 | 99 |
Operating expenses | $ 7,955 | $ 7,296 | $ 24,380 | $ 23,071 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (6,512) | $ 16,655 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 6,671 | 3,213 |
Bad debt expense | 0 | 1,129 |
Share-based compensation, net | 5,226 | 12,469 |
Change in fair value of warrant and stock option derivative liabilities | (1,566) | (4,677) |
Recoupment of indemnified expenses | 0 | (1,700) |
Deferred income taxes | (2,435) | 0 |
Bargain purchase gain | 0 | (4,358) |
Gain on sale of property and equipment | (265) | 0 |
Earnings from equity method investment | (1,000) | 0 |
Amortization of deferred financing fees | 112 | 66 |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed: | ||
Trade accounts receivable | 6,399 | (11,962) |
Medical supplies | 172 | (612) |
Prepaid expenses and other current assets | (938) | (2,095) |
Other long-term assets | 152 | (37) |
Trade accounts payable and accrued liabilities | 334 | (4,372) |
Other current liabilities | 1,777 | (900) |
Other long-term liabilities | 137 | 19 |
Distributions from equity method investments | 1,079 | 0 |
Net cash provided by operating activities | 9,343 | 2,838 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (4,388) | (2,533) |
Investment in associate | 0 | (206) |
Purchase of equity method investment | (609) | 0 |
Note receivable, net | (150) | 197 |
Acquisition of Victory | 0 | (1,436) |
Acquisition of Peak | 0 | (849) |
Acquisition of Peak, net of cash acquired | 0 | (1,299) |
Deconsolidation of imaging centers and urgent care clinic | 0 | (166) |
Net cash used for investing activities | (4,847) | (6,686) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Distributions to noncontrolling interests | (6,245) | (9,015) |
Proceeds from exercise of stock options | 2,074 | 521 |
Proceeds from exercise of stock warrants | 130 | 4,343 |
Proceeds from private placement | 0 | 28,395 |
Payments on capital lease obligations | (2,652) | (719) |
Proceeds (payments) from line of credit | 5,135 | (5,420) |
Proceeds from debt | 6,440 | 20,000 |
Payments on debt | (5,026) | (20,124) |
Deferred financing fees | (404) | (662) |
Net cash (used for) provided by financing activities | (548) | 17,319 |
NET INCREASE IN CASH | 3,948 | 13,525 |
CASH — Beginning of period | 15,666 | 7,568 |
CASH — End of period | $ 19,614 | $ 21,093 |
COMPANY DESCRIPTION
COMPANY DESCRIPTION | 9 Months Ended |
Sep. 30, 2016 | |
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 ambulatory surgery centers and acute-care surgical hospitals. In 2014, through its acquisition of Athas Health, LLC (“Athas”), the Company expanded its service offering within the health care industry to include providing contracted marketing services and accounts receivable factoring. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation 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, 2015 , 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 significant 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 consolidated financial statements are (i) a change in presentation of other comprehensive income and (ii) a reclassification from cost of goods sold to operating expenses. 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, 2015 (“2015 Annual Report”) filed with the SEC on March 15, 2016. 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 2015 Annual Report. Recent Accounting Pronouncements In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This update changes how entities account for and measure the fair value of certain equity investments and updates the presentation and disclosure of certain financial assets and liabilities. This new ASU is effective for annual and interim periods beginning on or after December 15, 2017, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that ASU 2016-01 will have on the Company’s consolidated financial position and disclosures. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) (“ASU 2016-08”). The amendments address how an entity should assess whether it is the principal or the agent in contracts that include three or more parties. The ASU clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract with a customer. The amendments affect the guidance in ASU 2014-09 which is not yet effective. The effective date and transition requirements for the amendments in this ASU are the same as the effective date and transition of ASU 2014-09, which will be 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 its consolidated financial statements. 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 No. 2016-09 is effective on January 1, 2017, with early adoption permitted. The transition method varies for each of the areas in the ASU. The Company is currently evaluating the impact of adopting this new accounting standard on its results of operations and financial position. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing , which clarifies the guidance in ASU 2014-09 regarding assessing whether promises to transfer goods or services are distinct, and whether an entity's promise to grant a license provides a customer with a right to use or right to access the entity's intellectual property. The effective date and transition requirements for the amendments in this ASU are the same as the effective date and transition of ASU 2014-09, which will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its consolidated financial statements. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). This Update provides for amendments to ASU 2014-09, amending the guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. Specifically, ASU 2016-12 clarifies that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. In addition, ASU 2016-12 clarifies how an entity should evaluate the collectability threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria. The effective date and transition requirements for the amendments in this ASU are the same as the effective date and transition of ASU 2014-09, which will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides guidance on how certain cash receipts and cash payments are to be presented and classified in the statement of cash flows. For public entities, ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. |
SUPPLEMENTAL CASH FLOWS
SUPPLEMENTAL CASH FLOWS | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOWS | SUPPLEMENTAL CASH FLOWS The supplemental cash flows information for the nine months ended September 30, 2016 and 2015 are comprised of the following ( in thousands) : Nine Months Ended September 30, 2016 2015 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 2,052 $ 1,129 Cash paid for taxes $ 2,279 $ 633 SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Non-cash acquisition of property and equipment $ — $ 15,345 Non-cash acquisition of goodwill and intangibles $ — $ 13,532 Non-cash deconsolidation of property and equipment $ — $ 2,828 Non-cash deconsolidation of goodwill $ — $ 701 Athas settlement in lieu of contingent shares $ — $ 5,685 |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Scottsdale Liberty Hospital (SLH) In November 2015, the Company acquired a 60% interest in Freedom Pain Hospital (n/k/a SLH) located in Scottsdale, Arizona. The Company acquired management control of the entity which was formed to own and operate the successor hospital. The transaction was treated as a business combination. The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed at the date of acquisition ( in thousands ): November 1, 2015 Net assets acquired: Trade accounts receivable $ 82 Prepaid expenses and other current assets 36 Inventory 69 Property and equipment 13,266 Other long-term assets 113 Goodwill 6,932 Tradename 160 Hospital license 12 Net assets acquired $ 20,670 Net liabilities assumed: Trade accounts payable $ 2,668 Accrued liabilities 419 Current portion of capital leases 658 Long-term portion of capital leases 12,213 Total liabilities assumed $ 15,958 Consideration: Cash, net of cash acquired $ 3,180 Noncontrolling Interest 1,532 Total consideration $ 4,712 Unaudited Supplemental Pro Forma Information The following unaudited supplemental pro forma financial information includes the results of operations for SLH, and is presented as if the acquired company had been consolidated as of the beginning of the year immediately preceding the year in which the company was acquired. 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. There were no acquisitions during the period ended September 30, 2016 , thus the consolidated financial statements for the period include full financial results of all consolidated subsidiaries. The following table shows our pro forma results for the nine months ended September 30, 2015 (in thousands, except per share amounts) : September 30, 2015 Revenue $ 139,774 Income from operations $ 8,225 Net income attributable to noncontrolling interests $ 10,360 Net income attributable to common stockholders $ 6,282 Net income per basic common share $ 0.10 |
TRADE ACCOUNTS RECEIVABLE, NET
TRADE ACCOUNTS RECEIVABLE, NET | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
TRADE ACCOUNTS RECEIVABLE, NET | TRADE ACCOUNTS RECEIVABLE, NET A detail of trade accounts receivable, net as of September 30, 2016 and December 31, 2015 is as follows ( in thousands ): September 30, 2016 December 31, 2015 Trade accounts receivable $ 84,573 $ 95,114 Allowance for doubtful accounts (2,144 ) (5,165 ) Receivables transferred (357 ) (298 ) Receivables purchased 4,098 2,918 Trade accounts receivable, net $ 86,170 $ 92,569 Bad debt expense was zero for the three and nine months ended September 30, 2016 and was $0.9 million and $1.1 million for the three and nine months ended September 30, 2015 respectively. 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, 2016 and December 31, 2015 , there remained a balance of $0.4 million and $0.3 million , respectively, in transferred receivables pursuant to the terms of the original agreement. For the three months ended September 30, 2016 and 2015 , the Company received advanced payments of $0.1 million and $0.3 million , respectively. During the same time period, the Company transferred $0.8 million and $1.4 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, 2016 and 2015 , the Company received advanced payments of $0.6 million and $1.4 million , respectively. During the same time period, the Company transferred $4.9 million and $5.2 million of receivables, respectively. Concurrently, upon collection of these transferred receivables, payment will be made to the transferee. Athas, Peak Neuromonitoring (“Peak”), and Nobilis Surgical Assist (“First Assist”) 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, Peak, and First Assist 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 and $3.2 million for the three months ended September 30, 2016 and 2015 , respectively. Gross revenue from purchased receivables was $11.2 million and $8.3 million for the nine months ended September 30, 2016 and 2015 , respectively. Revenue, net of the discounted purchase price, was $2.4 million and $1.8 million for the three months ended September 30, 2016 and 2015 , respectively. Revenue, net of the discounted purchase price, was $5.9 million and $4.5 million for the nine months ended September 30, 2016 and 2015 , respectively. Accounts receivable for purchased receivables was $4.1 million and $2.9 million for the nine months ended September 30, 2016 and year-ended December 31, 2015 , respectively. Revenue from receivables purchased is recorded in the factoring revenue line item within the Consolidated Statements of Operations. |
INVESTMENTS IN ASSOCIATES
INVESTMENTS IN ASSOCIATES | 9 Months Ended |
Sep. 30, 2016 | |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures [Abstract] | |
INVESTMENTS IN ASSOCIATES | INVESTMENTS IN ASSOCIATES During the first quarter of 2015, The Company completed the deconsolidation of two imaging centers and one urgent care clinic in Houston, which consisted of the following entities: Spring Northwest Management, LLC, Spring Northwest Operating, LLC, Willowbrook Imaging, LLC, GRIP Medical Diagnostics, LLC and KIRPA Holdings, LLC. The Company resigned as the manager of these facilities resulting in loss of control and its rights to exercise significant influence. The Company retained investments in these facilities that are accounted for as cost method investments beginning January 1, 2015. The carrying value as of September 30, 2016 and December 31, 2015 was $0.7 million . The investments are classified as other long-term assets in the Consolidated Balance Sheets. 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, 2016 was $0.5 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, 2016 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS AND CONCENTRATION | FINANCIAL INSTRUMENTS AND CONCENTRATION In common with all other businesses, 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 2016 2015 2016 2015 Private insurance and other private pay 96.3 % 94.4 % 96.2 % 94.7 % Workers compensation 3.4 % 5.1 % 3.4 % 4.8 % Medicare 0.3 % 0.5 % 0.4 % 0.5 % Total 100 % 100 % 100 % 100 % MARKETING SEGMENT Three Months Ended September 30, Nine Months Ended September 30, Payors 2016 2015 2016 2015 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 2016 2015 2016 2015 Private insurance and other private pay 96.8 % 95.1 % 96.7 % 95.2 % Workers compensation 3.0 % 4.5 % 3.0 % 4.3 % Medicare 0.2 % 0.4 % 0.3 % 0.5 % Total 100 % 100 % 100 % 100 % Three facilities represent approximately 75.1% and 83.0% of the Company’s contracted marketing revenue for the three and nine months ended September 30, 2016 , and three facilities represent approximately 83.6% of the Company’s contracted marketing accounts receivable as of September 30, 2016 . 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. Foreign exchange risk Foreign exchange risk arises because the Company has certain expenses that are incurred in Canadian dollars. The Company is also exposed to currency risk on purchases made from vendors based in Canada. The Company has Canadian denominated cash (“Cdn”) of $0.2 million and a nominal amount of trade payables at September 30, 2016 . The Company had Cdn of $0.3 million and a nominal amount of trade payables at December 31, 2015 . |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The following table presents a summary of items comprising accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 ( in thousands ): September 30, 2016 December 31, 2015 Accrued expenses: Accrued salaries and related benefits $ 3,941 $ 5,309 Other 16,720 11,339 Total accrued expenses $ 20,661 $ 16,648 Other current liabilities: Estimated amounts due to third party payors $ 6,348 $ 3,795 Other 454 1,230 Total other current liabilities $ 6,802 $ 5,025 |
OTHER LONG-TERM LIABILITIES
OTHER LONG-TERM LIABILITIES | 9 Months Ended |
Sep. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LONG-TERM LIABILITIES | OTHER LONG-TERM LIABILITIES The Company assumed real property leases as part of certain acquisitions which required the Company to pay above market rentals through the remainder of the lease terms. Of the $3.5 million balance in other long-term liabilities at September 30, 2016 , approximately $3.2 million of that balance 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, 2015 , is $0.1 million for the remainder of 2016 , $0.5 million for 2017 and $0.3 million for 2018 , 2019 , 2020 , and $2.2 million thereafter. |
LINES OF CREDIT
LINES OF CREDIT | 9 Months Ended |
Sep. 30, 2016 | |
Line of Credit Facility [Abstract] | |
LINES OF CREDIT | LINES OF CREDIT On March 31, 2015, the Company secured a $5.0 million revolving line of credit from Healthcare Financial Services, LLC (f/k/a General Electric Capital Corporation), or “HFS” (the “HFS Revolver”) maturing in March 2020, which was subsequently amended and increased to $11.6 million on August 19, 2016. The HFS Revolver bears interest at a rate of 4% plus LIBOR per annum (effective rate of 5.24% at September 30, 2016 ) and requires quarterly interest payments. Principal amounts borrowed under the HFS Revolver may be repaid and re-borrowed periodically. The HFS Revolver is collateralized in the same manner as the HFS term loan discussed in Note 11 - Debt . As of September 30, 2016 and December 31, 2015 , $8.1 million and $3.0 million , respectively, were outstanding under the HFS Revolver. The revolving line of credit is subject to certain restrictive covenants in conjunction with the HFS Term Loan, as defined in Note 11 - Debt . On July 30, 2015, the Company issued a $1.5 million letter of credit to the Landlord of the PSH (“PSH Landlord”) facility in connection with the execution of the hospital facility lease. The PSH Landlord shall have the right to draw upon the letter of credit in an event of default. The letter of credit is secured by the $5.0 million HFS Revolver, which was subsequently amended and increased to $11.6 million on August 19, 2016. On May 18, 2016, the Company secured a $3.0 million revolving line of credit from Legacy Texas Bank (the “Legacy Revolver”). The Legacy Revolver bears interest at a rate of 4% plus LIBOR per annum on drawn funds and requires monthly payments of interest. Monthly payments of principal commenced in September 2016 . As of September 30, 2016 , the outstanding balance was zero and the Legacy Revolver was extinguished using the increased borrowing capacity acquired through the Seventh Amendment to Credit Agreement ( the "Seventh Amendment") discussed in Note 11 - Debt . |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT On March 31, 2015, the Company secured a $20.0 million term loan from HFS (the “HFS Term Loan”), which was subsequently amended and increased to $25.0 million on August 19, 2016. The HFS Term Loan bears interest at a rate of 4% plus LIBOR per annum (effective rate of 5.24% at September 30, 2016 ) and requires quarterly payments of principal and interest until it matures in March 2020. The HFS Term Loan provides for a 0.70% LIBOR floor. The HFS Term Loan is collateralized by the accounts receivable and physical equipment of all of the Company’s 100% owned subsidiaries as well as the Company’s ownership interest in all less than wholly owned subsidiaries. The HFS Term Loan primarily served to refinance all previously held debt and lines of credit. Debt issuance costs associated with the new credit facility approximated $1.0 million . The issuance costs are a direct deduction from the carrying value of the HFS Term Loan, amortized using the interest method and reported as interest expense on our statement of operations. As of September 30, 2016 , the outstanding balance of the HFS Term Loan was $24.7 million . The Company entered into the Sixth Amendment to Credit Agreement (the "Sixth Amendment"), dated as of August 1, 2016, among Northstar Healthcare Acquisitions, L.L.C. ("NHA"), HFS and the credit parties named therein. The Sixth Amendment among other things, added a cap on Investments in Nobilis Health Anesthesia Network, PLLC of $2.0 million ; increased the permitted indebtedness of the Company pursuant to that certain Loan Agreement, dated as of July 30, 2015, between PSH and Legacy Texas Bank from 7.0 to 7.05 ; modified the maximum leverage ratio as of March 31, 2016, to 3.05 to 1.00 ; and modified the definition of "Subsidiary" to exclude the following entities: Athelite, Dallas Metro, Marsh Lane Surgical Hospital, LLC, Nobilis Health Network, Inc. ("NHN") and the subsidiaries of NHN. The Company entered into the Seventh Amendment, dated as of August 19, 2016, among HFS, other credit parties named therein and other financial institutions. The Seventh Amendment, among other things, increased total borrowing capacity to $36.6 million from $30.6 million . The increased borrowing capacity provided under the Seventh Amendment consisted of aggregate term and revolving loan commitments from HFS of $25 million and $11.6 million , respectively. The Seventh Amendment includes material financial covenants, ratios and tests. The Company must maintain a Consolidated Leverage Ratio of not more than 2.00 to 1.00 and a Consolidated Fixed Charge Coverage Ratio of at least 3.00 to 1.00. Capital Lease Obligations allowed under the covenants increased from $3.0 million to $6.1 million and the HFS Term Loan's quarterly amortization payment increased under the Seventh Amendment from $250,000 to $312,500 per quarter. The Company entered into the Eighth Amendment to Credit Agreement and Limited Waiver (the "Eighth Amendment"), dated as of October 20, 2016, by and among NHA, other credit parties named therein, HFS and other financial institutions. The purpose of the Amendment was to (i) modify the covenant regarding the Company’s holding company status to permit certain business activities thereunder (ii) define a new permitted lien and an applicable basket with regard to a lien filed by a Company vendor and (iii) amend the management fees covenant to permit payment of certain management fees under the Loan Agreement. As a result, the Company was in compliance with its covenants under the HFS Term Loan as of September 30, 2016. On July 30, 2015, the Company secured a $4.5 million term loan from Legacy Texas Bank (the “Legacy Bank Term Loan”). The term loan bears interest at a rate of 4% plus LIBOR per annum and requires monthly payments of interest. Monthly payments of principal commenced in August 2016. The Legacy Bank Term Loan matures in July 2020 and is subordinated to the Company’s term loan and revolver with HFS. As of September 30, 2016 , the outstanding balance was zero and the Legacy Bank Term Loan was extinguished using the increased borrowing capacity acquired through the Seventh Amendment. Loan origination fees are deferred and the net amount is amortized over the contractual life of the related loans. Debt at September 30, 2016 and December 31, 2015 consisted of the following ( in thousands ): September 30, 2016 December 31, 2015 Gross debt $ 24,687 $ 23,275 Less: unamortized loan fees 855 563 Debt, net of unamortized loan fees 23,832 22,712 Less: current portion of term loan, net of unamortized loan fees 1,006 1,243 Long-term debt, net of unamortized loan fees $ 22,826 $ 21,469 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 and 2015 . The following table summarizes our assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 , 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, 2015: Warrant and stock option derivative liabilities $ — $ — $ 2,951 $ 2,951 Total $ — $ — $ 2,951 $ 2,951 September 30, 2016: Warrant and stock option derivative liabilities $ — $ — $ 1,917 $ 1,917 Total $ — $ — $ 1,917 $ 1,917 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 14 - Warrants and options liabilities ). Due to the nature of valuation inputs, the valuation of the warrants is considered a Level 3 measurement. |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE BASED COMPENSATION | SHARE BASED COMPENSATION Restricted Share Units (“RSUs”) The Company had no stock compensation expense relative to RSUs for both the three months ended September 30, 2016 and 2015 . The Company recorded stock compensation expense relative to RSUs of nil and $5.4 million for the nine months ended September 30, 2016 and 2015 , respectively. There were no grants during the three and nine months ended September 30, 2016 and 2015 . During the nine months ended September 30, 2015, two key executives experienced triggering events, as defined in their employee agreements, which accelerated all unrecognized stock compensation expense on their outstanding RSUs. As a result of this acceleration, the Company recognized $4.5 million of stock compensation expense during the nine months ended September 30, 2015. The Company had no outstanding RSUs at September 30, 2016 and 2015 . Stock Options The Company granted a total of 350,000 and 2,457,075 stock options during the three and nine months ended September 30, 2016 , respectively. Of the options granted during the nine months ended September 30, 2016 , 297,075 of those vest immediately and 2,160,000 vest ratably over a three -year period. The Company granted a total of 3,166,782 stock options during the year ended December 31, 2015 . Of the options granted during the year ended December 31, 2015 , 451,782 of those vest immediately, 450,000 vest ratably over a one -year period, 1,865,000 vest ratably over a three -year period, and 400,000 cliff vest at the end of a five -year period. The following table summarizes stock option activity for the nine months ended September 30, 2016 and 2015 : Shares Underlying Options Weighted- Average Exercise Price Weighted-Average Remaining Life (years) Outstanding at January 1, 2015 3,118,218 $ 1.45 9.80 Granted 2,601,782 $ 5.50 9.78 Exercised (447,787 ) $ 1.26 — Forfeited (372,213 ) $ 1.11 — Outstanding at September 30, 2015 4,900,000 $ 3.65 9.47 Exercisable at Exercisable at September 30, 2015 1,408,461 $ 2.54 9.47 Exercisable at Outstanding at January 1, 2016 5,465,000 $ 2.97 9.20 Granted 2,457,075 $ 2.14 9.40 Exercised (1,083,750 ) $ 1.91 — Forfeited (966,800 ) $ 3.01 — Outstanding at September 30, 2016 5,871,525 $ 2.77 8.90 Outstanding at Exercisable at September 30, 2016 2,234,025 $ 2.32 8.50 The above table includes 650,000 options issued to non-employees, all of which are still outstanding at September 30, 2016 . Refer to Note 14 - Warrants and options liabilities for discussion regarding the classification of these options within the Consolidated Balance Sheet. The total intrinsic value of stock options exercised was $1.3 million and $2.9 million during the nine months ended September 30, 2016 and 2015 , respectively. The total intrinsic value for all in-the-money vested outstanding stock options at September 30, 2016 was $1.8 million . Assuming all stock options outstanding at September 30, 2016 were vested, the total intrinsic value of in-the-money outstanding stock options would have been $4.2 million at September 30, 2016 . The Company recorded total stock compensation expense relative to employee stock options of $1.6 million and $1.3 million for the three months ended September 30, 2016 and 2015 , respectively, and $5.0 million and $4.3 million for the nine months ended September 30, 2016 and 2015 , 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, 2016 and 2015 . Nine Months Ended September 30, 2016 2015 Expected price volatility 114% - 117% 113% - 122% Risk free interest rate 1.03% - 1.53% 1.34% - 1.87% Expected annual dividend yield 0 % 0 % Expected option term (years) 5 - 6 5 - 6 Expected forfeiture rate 0.5% - 11.6% 1.3% - 8.8% Grant date fair value per share $1.73 - $2.41 $2.97 - $6.31 Grant date exercise price per share $1.99 - $2.82 $2.53 - $6.10 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, 2016 | |
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, 2016 2015 Risk free interest rate 0.26% - 0.59% 0.11% - 0.64% Expected life in years 0.25 - 1.15 0.25 - 2.0 Expected volatility 76% - 112% 71% - 89% 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, 2016 and 2015 were as follows ( in thousands ): 2016 2015 Balance at beginning of year $ 2,109 $ 6,657 Issuance of warrants and options — 12,797 Transferred to equity upon exercise — (8,882 ) Change in fair value recorded in earnings (1,729 ) (4,742 ) Balance as of September 30, 2016 and 2015 $ 380 $ 5,830 The following warrants and options were outstanding at September 30, 2016 : Exercise price in Cdn$ Number of warrants and options Remaining contractual life (years) 2015 Warrants $ 11.50 3,923,834 0.90 2015 Options $ 9.00 392,383 0.90 Outstanding and Exercisable as of September 30, 2016 4,316,217 As of September 30, 2016, there were no warrants or options outstanding from the 2014 issuances. Options Issued to Non-Employees As discussed in Note 13 - Share based compensation , in 2014 the Company issued 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, 2016 , there were 650,000 options outstanding to these non-employees. 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, 2016 2015 Risk free interest rate 1.01% - 1.14% 1.37% - 1.56% Expected life in years 4 - 5 5 - 6 Expected volatility 103% - 114% 113% - 115% Expected dividend yield 0 % 0 % For the three month periods ended September 30, 2016 and 2015, the Company recorded expense for non-employee stock options of $0.1 million and $0.2 million , respectively. For the nine months ended September 30, 2016 and 2015 , the Company recorded expense for non-employee stock options of $0.2 million and $2.8 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, 2016 and 2015 were as follows (in thousands) : 2016 2015 Balance at beginning of year $ 841 $ — Vested during the period 533 1,531 Change in fair value recorded in earnings 163 65 Balance as of September 30, 2016 and 2015 $ 1,537 $ 1,596 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, 2016 , there were 0.6 million unexercised non-employee options requiring liability classification. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 2015 2016 2015 Basic: Net (loss) income attributable to Nobilis Health Corp. $ (2,759 ) $ 10,943 $ (2,918 ) $ 6,038 Weighted average common shares outstanding 76,774,967 70,935,587 76,114,538 65,310,610 Net (loss) income per common share $ (0.04 ) $ 0.15 $ (0.04 ) $ 0.09 Diluted: Net (loss) income attributable to Nobilis Health Corp. $ (2,759 ) $ 10,943 $ (2,918 ) $ 6,038 Weighted average common shares outstanding 76,774,967 70,935,587 76,114,538 65,310,610 Dilutive effect of stock options, warrants, RSUs — 6,720,676 — 6,720,676 Athas share consideration — — — 3,036,337 Weighted average common shares outstanding assuming dilution 76,774,967 77,656,263 76,114,538 75,067,623 Net (loss) income per fully diluted share $ (0.04 ) $ 0.14 $ (0.04 ) $ 0.08 |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | NONCONTROLLING INTERESTS Noncontrolling interests at September 30, 2016 and December 31, 2015 represent an 8.1% interest in The Palladium for Surgery - Houston, Ltd, 75% interest in the Medical Ambulatory Suites, L.P., 65% interest in Microsurgery Institute, LLC., 2.3% interest in Houston Microsurgery Institute, LLC., 50% in Northstar Healthcare Dallas Management, LLC., 65% in NHC ASC – Dallas, LLC., 49% in First Nobilis, LLC., 40% in First Nobilis Hospital Management, LLC., 45% in Hermann Drive Surgical Hospital, LP., and 40% in Perimeter Road Surgical Hospital, LLC. 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, 2016 and December 31, 2015 . 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, 2015 $ 6,654 $ 6,213 $ 12,867 Distributions (3,892 ) (7,617 ) (11,509 ) Net income attributable to noncontrolling interests 631 10,236 10,867 Total contingently redeemable noncontrolling interests at December 31, 2015 $ 3,393 $ 8,832 $ 12,225 Balance at January 1, 2016 $ 3,393 $ 8,832 $ 12,225 Distributions (2,929 ) (600 ) (3,529 ) Net (loss) income attributable to noncontrolling interests (210 ) 2,081 1,871 Total contingently redeemable noncontrolling interests at September 30, 2016 $ 254 $ 10,313 $ 10,567 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, 2016 December 31, 2015 Total cash and short term investments $ 1,071 $ 191 Total accounts receivable 8,638 8,660 Total other current assets 1,768 1,582 Total property and equipment 17,547 5,227 Total other assets 165 144 Total assets $ 29,189 $ 15,804 Total accounts payable $ 3,847 $ 2,286 Total other liabilities 5,924 7,059 Total accrued liabilities 4,242 2,664 Long term - capital lease 11,543 780 Noncontrolling interest (8,547 ) (1,488 ) Total liabilities $ 17,009 $ 11,301 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2016 | |
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 32.5% for U.S. and none for Canada based on projected results for the year and applies this rate to income before taxes to calculate income tax expense. The following items caused the third quarter effective income tax rate to be significantly different from the statutory rate: • Canada is excluded from the worldwide annual effective tax rate calculation because Canada has losses but does not expect to realize them, which reduces the third quarter effective tax rate by approximately 3.8% for the nine months ended September 30, 2016 . • 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 reduces the third quarter effective tax rate by approximately 4.5% for the nine months ended September 30, 2016 . • The Company adjusted the prior year tax provision. The adjustment to the existing deferred tax assets and liabilities decreases the third quarter effective tax rate by approximately 1.6% for the nine months ended September 30, 2016 . • The third quarter effective tax rate includes a discrete item for the stock compensation shortfall, which reduces the effective tax rate by approximately 3.8% for the nine months ended September 30, 2016. • The net tax for the three and nine months ended September 30, 2016 was $0.5 million expense and $1.7 million benefit, respectively, resulting in an effective tax rate of approximately - 29.3% and 21.1% respectively. The net tax includes $0.3 million and $0.8 million of state tax expense, respectively. The Company did not recognize any federal or foreign tax expense or benefit for the three and nine months ended September 30, 2015 as the Company had a full valuation allowance against deferred tax assets at that time. The state tax expense for the three and nine months ended September 30, 2015 was $0.3 million and $0.9 million , respectively. On April 22, 2016, the Company received notification from the Internal Revenue Service to examine our December 31, 2014 and 2013 Federal income tax return. Based on management tax analysis, the Company did not have any uncertain tax positions as of September 30, 2016 . |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT INFORMATION | BUSINESS SEGMENT INFORMATION A summary of the business segment information for the three months ended September 30, 2016 and 2015 is as follows ( in thousands ): Three months ended September 30, 2016 Medical Services 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 Three months ended September 30, 2015 Medical Marketing Corporate Total Revenues $ 46,150 $ 6,333 $ — $ 52,483 Operating expenses 36,466 5,670 — 42,136 Corporate costs — — 7,296 7,296 Income (loss) from operations 9,684 663 (7,296 ) 3,051 Change in fair value of warrant and option liabilities — — (6,381 ) (6,381 ) Interest expense (income) 169 (15 ) 168 322 Bargain purchase (4,358 ) — — (4,358 ) Other expense (income) 1,583 (205 ) (1,484 ) (106 ) Income before income taxes $ 12,290 $ 883 $ 401 $ 13,574 Other data: Depreciation and amortization expense $ 1,178 $ 344 $ 43 $ 1,565 Income tax expense $ 176 $ 80 $ — $ 256 Capital expenditures $ 1,041 $ — $ — $ 1,041 Non-cash acquisition of property $ 10,485 $ — $ — $ 10,485 Non-cash acquisition of intangibles and goodwill $ 1,534 $ — $ — $ 1,534 A summary of the business segment information for the nine months ended September 30, 2016 and 2015 is as follows ( in thousands ): Nine months ended September 30, 2016 Medical Services 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 ) Capital expenditures $ 4,000 $ — $ 388 $ 4,388 Intangible assets $ 5,246 $ 13,022 $ — $ 18,268 Goodwill $ 25,822 $ 19,011 $ — $ 44,833 Total assets $ 175,279 $ 44,413 $ 21,291 $ 240,983 Total liabilities $ 55,602 $ 6,928 $ 38,237 $ 100,767 Nine months ended September 30, 2015 Medical Services Marketing Corporate Total Revenues $ 123,638 $ 15,563 $ — $ 139,201 Operating expenses 94,589 13,471 — 108,060 Corporate costs — — 23,071 23,071 Income (loss) from operations 29,049 2,092 (23,071 ) 8,070 Change in fair value of warrant and option liabilities — — (4,677 ) (4,677 ) Interest expense 169 65 872 1,106 Bargain purchase (4,358 ) — — (4,358 ) Other expense (income) 1,383 (446 ) (2,455 ) (1,518 ) Income (loss) before income taxes $ 31,855 $ 2,473 $ (16,811 ) $ 17,517 Other data: Depreciation and amortization expense $ 2,079 $ 1,035 $ 99 $ 3,213 Income tax expense $ 703 $ 159 $ — $ 862 Capital expenditures $ 2,406 $ 127 $ — $ 2,533 Intangible assets $ 5,734 $ 14,172 $ — $ 19,906 Goodwill $ 14,163 $ 19,011 $ — $ 33,174 Non-cash acquisition of property $ 15,345 $ — $ — $ 15,345 Non-cash acquisition of intangibles and goodwill $ 13,532 $ — $ — $ 13,532 Total assets $ 103,836 $ 43,528 $ 18,158 $ 165,522 Total liabilities $ 38,360 $ 3,909 $ 22,831 $ 65,100 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The minority interest holder of First Nobilis Hospital, a fully consolidated entity, is also a partial owner of First Street Hospital, L.P. and First Street Surgical Center, L.P., both of which have an ongoing business relationship with the Company. At September 30, 2016 , the Company has a net amount due from these related parties of $1.4 million . In addition, the Company leases certain medical equipment and facility space from these related parties. Equipment lease costs of approximately $0.5 million and $0.6 million were incurred during the quarter ended September 30, 2016 and 2015 , respectively. Facility lease costs of approximately $0.4 million were incurred during both the three months ended September 30, 2016 and 2015 . Equipment lease costs of approximately $1.6 million and $1.7 million were incurred during the nine months ended September 30, 2016 and 2015 , respectively. Facility lease costs of approximately $1.3 million were incurred during both the nine months ended September 30, 2016 and 2015 , respectively. 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 6 - Investments in associates ). At September 30, 2016 , the Company had $3.6 million in accounts receivable from the HOPD and $0.9 million in accounts receivable from Dallas Metro. The Company also rents, on a monthly basis, certain medical equipment to Dallas Metro and subleases operation facility to Benton Transitional. 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 October 2014 the Company entered into a marketing services agreement with an entity controlled by a physician equity owner. In June 2015, the Company expanded the relationship with this physician equity owner to include consulting, medical supplies, medical directorship and on-call agreements. The Company incurred expenses of $2.5 million and $2.5 million as of September 30, 2016 and 2015 , respectively. The Company has incurred expenses of $1.9 million and $0.2 million in fees owed pursuant to the service agreements as of September 30, 2016 and 2015 , 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 $1.0 million and $0.3 million as of September 30, 2016 and 2015 , respectively. • 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 $3.9 million and $2.4 million as of September 30, 2016 and 2015 , respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
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. 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. Shareholder Lawsuits After the Company announced it would be restating its 2014 annual financial statements and 2015 first and second quarter interim financial statements, one complaint, Schott v. Nobilis Health Corp. et al, was filed in the United States District Court for the Southern District of Texas against the Company, our former chief executive officer and our current chief financial officer. The complaint sought class action status on behalf of our shareholders and alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 arising out of the restatement. The defendants vigorously defended against these claims and filed motions to dismiss the consolidated complaint for failure to plead particularized facts supporting a strong inference of scienter on the part of the individual defendants.On June 1, 2016 the court heard oral arguments on the Company’s pending motion to dismiss which the court later granted on September 29, 2016. The court ultimately dismissed the case with prejudice on October 24, 2016. In addition, 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 C$80 million plus interest. The defendants intend to vigorously defend against these claims. At this time the Company believes the likelihood of loss, if any, is remote. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company entered into the Eighth Amendment on October 20, 2016, by and among NHA, other credit parties named therein, HFS and other financial institutions. The purpose of the Amendment was to (i) modify the covenant regarding the Company’s holding company status to permit certain business activities thereunder (ii) define a new permitted lien and an applicable basket with regard to a lien filed by a Company vendor and (iii) amend the management fees covenant to permit payment of certain management fees under the Loan Agreement. As a result, the Company was in compliance with its covenants under the HFS Term Loan as of September 30, 2016. On October 28, 2016, the Company entered into an $82.5 million credit agreement (the “Compass Bank Loans”) with Compass Bank. The credit agreement includes a $52.5 million term loan and a $30.0 million revolving credit facility. The proceeds will be used to refinance all previously held debt and lines of credit and for the acquisition of Arizona Vein and Vascular Centers. As of September 30, 2016, the outstanding balance of the HFS Term Loan and Revolver was $24.7 million and $8.1 million , respectively. The Compass Bank loans are collateralized by the accounts receivable and physical equipment of all of the Company’s 100% owned subsidiaries as well as the Company’s ownership interest in all less than wholly owned subsidiaries. The Compass Bank Loans require the Company to maintain a consolidated leverage ratio of 2.75 to 1.00 through September 30, 2018, 2.50 to 1.00 for December 31, 2018 to September 30, 2019, 2.25 to 1.00 for December 31, 2019 to September 30, 2020 and 2.00 to 1.00 through December 31, 2020; and a consolidated fixed charge coverage ratio of 2.00 to 1.00. The Compass Bank Loans bear interest from the closing date to the first business day immediately following the date on which Compass Bank receives a compliance certificate from the Company for the fiscal quarter ending March 31, 2017; 2.75% per annum for base rate loans, 3.75% per annum for Eurodollar Rate Loans, 3.75% for line of credit fees, and 0.500% per annum for the commitment fee. Thereafter, the Compass Bank Loans bear interest based on the Company’s consolidated leverage ratio as follows: (i) Less than 1.00 to 1.00; base rate margin 2.00% , LIBOR margin 3.00% , commitment fee rate 0.375% , (ii) Less than 1.75 to 1.00 but greater than or equal to 1.00 to 1.00; base rate margin 2.25% , LIBOR margin 3.25% , commitment fee rate 0.375% , (iii) Less than 2.50 to 1.00 but greater than or equal to 1.75 to 1.00; base rate margin 2.50% , LIBOR margin 3.50% , commitment fee rate 0.450% , (iv) Greater than or equal to 2.50 to 1.00; base rate margin 2.75% , LIBOR margin 3.75% , commitment fee rate 0.500% . The Compass Bank term loan requires quarterly payments of Principal as follows: (i) March 31, 2017 to December 31, 2018 of $0.7 million , (ii) March 31, 2019 to December 31, 2020 of $1.3 million , (iii) March 31, 2021 to September 30, 2021 of $2.0 million , (iv) October 28, 2021, the remaining principal balance of the term. The Compass Bank Loans mature on October 28, 2021. In connection with the funding of the Compass Bank Loans, the Company also completed the acquisition of the operating assets of Arizona Center for Minimally Invasive Surgery, LLC, an Arizona limited liability company (“ACMIS”), L. Philipp Wall, M.D., P.C., an Arizona professional corporation (“PC”), Arizona Vein & Vascular Center, LLC, an Arizona limited liability company and wholly owned subsidiary of PC, (“AVVC” and with ACMIS and PC, each a “Seller” and collectively “Sellers”), and L. Philipp Wall (“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 Purchase Agreement”) dated as of October 28, 2016. Buyer received substantially all of the operating assets of Sellers in exchange for an aggregate purchase price of approximately $22.0 million , consisting of $17.0 million in cash (subject to a holdback described below), $2.5 million of NHC’s common shares, and $2.50 million the form of a convertible promissory note (“Convertible Promissory Note”) between Buyer and ACMIS. In addition, the Sellers may receive an additional earnout payment based on the growth in trailing twelve month EBITDA of the new vascular division on the twelve -month anniversary of closing (as compared to the trailing twelve month EBITDA for the twelve months prior to closing). The earnout payment shall be equal to fifty percent ( 50% ) of such growth. As part of the Amended and Restated Purchase Agreement, $1.05 million of the cash purchase price was held back and is subject to the Amended and Restated Purchase Agreement’s indemnification provisions. On the twelve-month anniversary of closing, fifty percent (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. The common shares issued to Owner at closing were issued at a price per share based on the NYSE MKT closing price of NHC’s common shares on the day prior to closing. The common shares are restricted under Rule 144 of the Securities Act of 1933, as amended, and are subject to additional contractual lock-up provisions, which lift in one-quarter increments on the twelve-month, fifteen-month, eighteen-month and twenty-first month anniversaries of closing. On October 31, 2016, the Company increased its ownership interest in SLH from 60% to 75% . Pursuant to a subscription agreement, the Company was the only member to participate in the capital raise and acquired an additional 60 Class C Units. |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation 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, 2015 , 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 significant 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 consolidated financial statements are (i) a change in presentation of other comprehensive income and (ii) a reclassification from cost of goods sold to operating expenses. 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, 2015 (“2015 Annual Report”) filed with the SEC on March 15, 2016. 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 2015 Annual Report. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This update changes how entities account for and measure the fair value of certain equity investments and updates the presentation and disclosure of certain financial assets and liabilities. This new ASU is effective for annual and interim periods beginning on or after December 15, 2017, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that ASU 2016-01 will have on the Company’s consolidated financial position and disclosures. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) (“ASU 2016-08”). The amendments address how an entity should assess whether it is the principal or the agent in contracts that include three or more parties. The ASU clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract with a customer. The amendments affect the guidance in ASU 2014-09 which is not yet effective. The effective date and transition requirements for the amendments in this ASU are the same as the effective date and transition of ASU 2014-09, which will be 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 its consolidated financial statements. 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 No. 2016-09 is effective on January 1, 2017, with early adoption permitted. The transition method varies for each of the areas in the ASU. The Company is currently evaluating the impact of adopting this new accounting standard on its results of operations and financial position. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing , which clarifies the guidance in ASU 2014-09 regarding assessing whether promises to transfer goods or services are distinct, and whether an entity's promise to grant a license provides a customer with a right to use or right to access the entity's intellectual property. The effective date and transition requirements for the amendments in this ASU are the same as the effective date and transition of ASU 2014-09, which will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its consolidated financial statements. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). This Update provides for amendments to ASU 2014-09, amending the guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. Specifically, ASU 2016-12 clarifies that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. In addition, ASU 2016-12 clarifies how an entity should evaluate the collectability threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria. The effective date and transition requirements for the amendments in this ASU are the same as the effective date and transition of ASU 2014-09, which will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides guidance on how certain cash receipts and cash payments are to be presented and classified in the statement of cash flows. For public entities, ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. |
SUPPLEMENTAL CASH FLOWS (Tables
SUPPLEMENTAL CASH FLOWS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The supplemental cash flows information for the nine months ended September 30, 2016 and 2015 are comprised of the following ( in thousands) : Nine Months Ended September 30, 2016 2015 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 2,052 $ 1,129 Cash paid for taxes $ 2,279 $ 633 SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Non-cash acquisition of property and equipment $ — $ 15,345 Non-cash acquisition of goodwill and intangibles $ — $ 13,532 Non-cash deconsolidation of property and equipment $ — $ 2,828 Non-cash deconsolidation of goodwill $ — $ 701 Athas settlement in lieu of contingent shares $ — $ 5,685 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Identifiable Assets | The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed at the date of acquisition ( in thousands ): November 1, 2015 Net assets acquired: Trade accounts receivable $ 82 Prepaid expenses and other current assets 36 Inventory 69 Property and equipment 13,266 Other long-term assets 113 Goodwill 6,932 Tradename 160 Hospital license 12 Net assets acquired $ 20,670 Net liabilities assumed: Trade accounts payable $ 2,668 Accrued liabilities 419 Current portion of capital leases 658 Long-term portion of capital leases 12,213 Total liabilities assumed $ 15,958 Consideration: Cash, net of cash acquired $ 3,180 Noncontrolling Interest 1,532 Total consideration $ 4,712 |
Business Acquisition, Pro Forma Information | The following table shows our pro forma results for the nine months ended September 30, 2015 (in thousands, except per share amounts) : September 30, 2015 Revenue $ 139,774 Income from operations $ 8,225 Net income attributable to noncontrolling interests $ 10,360 Net income attributable to common stockholders $ 6,282 Net income per basic common share $ 0.10 |
TRADE ACCOUNTS RECEIVABLE, NET
TRADE ACCOUNTS RECEIVABLE, NET (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | A detail of trade accounts receivable, net as of September 30, 2016 and December 31, 2015 is as follows ( in thousands ): September 30, 2016 December 31, 2015 Trade accounts receivable $ 84,573 $ 95,114 Allowance for doubtful accounts (2,144 ) (5,165 ) Receivables transferred (357 ) (298 ) Receivables purchased 4,098 2,918 Trade accounts receivable, net $ 86,170 $ 92,569 |
FINANCIAL INSTRUMENTS AND CON31
FINANCIAL INSTRUMENTS AND CONCENTRATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 2016 2015 2016 2015 Private insurance and other private pay 96.3 % 94.4 % 96.2 % 94.7 % Workers compensation 3.4 % 5.1 % 3.4 % 4.8 % Medicare 0.3 % 0.5 % 0.4 % 0.5 % 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 2016 2015 2016 2015 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 2016 2015 2016 2015 Private insurance and other private pay 96.8 % 95.1 % 96.7 % 95.2 % Workers compensation 3.0 % 4.5 % 3.0 % 4.3 % Medicare 0.2 % 0.4 % 0.3 % 0.5 % Total 100 % 100 % 100 % 100 % |
ACCRUED EXPENSES AND OTHER CU32
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The following table presents a summary of items comprising accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 ( in thousands ): September 30, 2016 December 31, 2015 Accrued expenses: Accrued salaries and related benefits $ 3,941 $ 5,309 Other 16,720 11,339 Total accrued expenses $ 20,661 $ 16,648 Other current liabilities: Estimated amounts due to third party payors $ 6,348 $ 3,795 Other 454 1,230 Total other current liabilities $ 6,802 $ 5,025 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt at September 30, 2016 and December 31, 2015 consisted of the following ( in thousands ): September 30, 2016 December 31, 2015 Gross debt $ 24,687 $ 23,275 Less: unamortized loan fees 855 563 Debt, net of unamortized loan fees 23,832 22,712 Less: current portion of term loan, net of unamortized loan fees 1,006 1,243 Long-term debt, net of unamortized loan fees $ 22,826 $ 21,469 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 and December 31, 2015 , 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, 2015: Warrant and stock option derivative liabilities $ — $ — $ 2,951 $ 2,951 Total $ — $ — $ 2,951 $ 2,951 September 30, 2016: Warrant and stock option derivative liabilities $ — $ — $ 1,917 $ 1,917 Total $ — $ — $ 1,917 $ 1,917 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 and 2015 : Shares Underlying Options Weighted- Average Exercise Price Weighted-Average Remaining Life (years) Outstanding at January 1, 2015 3,118,218 $ 1.45 9.80 Granted 2,601,782 $ 5.50 9.78 Exercised (447,787 ) $ 1.26 — Forfeited (372,213 ) $ 1.11 — Outstanding at September 30, 2015 4,900,000 $ 3.65 9.47 Exercisable at Exercisable at September 30, 2015 1,408,461 $ 2.54 9.47 Exercisable at Outstanding at January 1, 2016 5,465,000 $ 2.97 9.20 Granted 2,457,075 $ 2.14 9.40 Exercised (1,083,750 ) $ 1.91 — Forfeited (966,800 ) $ 3.01 — Outstanding at September 30, 2016 5,871,525 $ 2.77 8.90 Outstanding at Exercisable at September 30, 2016 2,234,025 $ 2.32 8.50 |
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, 2016 and 2015 . Nine Months Ended September 30, 2016 2015 Expected price volatility 114% - 117% 113% - 122% Risk free interest rate 1.03% - 1.53% 1.34% - 1.87% Expected annual dividend yield 0 % 0 % Expected option term (years) 5 - 6 5 - 6 Expected forfeiture rate 0.5% - 11.6% 1.3% - 8.8% Grant date fair value per share $1.73 - $2.41 $2.97 - $6.31 Grant date exercise price per share $1.99 - $2.82 $2.53 - $6.10 |
WARRANTS AND OPTIONS LIABILIT36
WARRANTS AND OPTIONS LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 2015 Risk free interest rate 0.26% - 0.59% 0.11% - 0.64% Expected life in years 0.25 - 1.15 0.25 - 2.0 Expected volatility 76% - 112% 71% - 89% 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, 2016 and 2015 were as follows ( in thousands ): 2016 2015 Balance at beginning of year $ 2,109 $ 6,657 Issuance of warrants and options — 12,797 Transferred to equity upon exercise — (8,882 ) Change in fair value recorded in earnings (1,729 ) (4,742 ) Balance as of September 30, 2016 and 2015 $ 380 $ 5,830 |
Schedule of Warrants or Rights | The following warrants and options were outstanding at September 30, 2016 : Exercise price in Cdn$ Number of warrants and options Remaining contractual life (years) 2015 Warrants $ 11.50 3,923,834 0.90 2015 Options $ 9.00 392,383 0.90 Outstanding and Exercisable as of September 30, 2016 4,316,217 |
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, 2016 2015 Risk free interest rate 1.01% - 1.14% 1.37% - 1.56% Expected life in years 4 - 5 5 - 6 Expected volatility 103% - 114% 113% - 115% 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, 2016 and 2015 were as follows (in thousands) : 2016 2015 Balance at beginning of year $ 841 $ — Vested during the period 533 1,531 Change in fair value recorded in earnings 163 65 Balance as of September 30, 2016 and 2015 $ 1,537 $ 1,596 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 2015 2016 2015 Basic: Net (loss) income attributable to Nobilis Health Corp. $ (2,759 ) $ 10,943 $ (2,918 ) $ 6,038 Weighted average common shares outstanding 76,774,967 70,935,587 76,114,538 65,310,610 Net (loss) income per common share $ (0.04 ) $ 0.15 $ (0.04 ) $ 0.09 Diluted: Net (loss) income attributable to Nobilis Health Corp. $ (2,759 ) $ 10,943 $ (2,918 ) $ 6,038 Weighted average common shares outstanding 76,774,967 70,935,587 76,114,538 65,310,610 Dilutive effect of stock options, warrants, RSUs — 6,720,676 — 6,720,676 Athas share consideration — — — 3,036,337 Weighted average common shares outstanding assuming dilution 76,774,967 77,656,263 76,114,538 75,067,623 Net (loss) income per fully diluted share $ (0.04 ) $ 0.14 $ (0.04 ) $ 0.08 |
NONCONTROLLING INTERESTS (Table
NONCONTROLLING INTERESTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2015 $ 6,654 $ 6,213 $ 12,867 Distributions (3,892 ) (7,617 ) (11,509 ) Net income attributable to noncontrolling interests 631 10,236 10,867 Total contingently redeemable noncontrolling interests at December 31, 2015 $ 3,393 $ 8,832 $ 12,225 Balance at January 1, 2016 $ 3,393 $ 8,832 $ 12,225 Distributions (2,929 ) (600 ) (3,529 ) Net (loss) income attributable to noncontrolling interests (210 ) 2,081 1,871 Total contingently redeemable noncontrolling interests at September 30, 2016 $ 254 $ 10,313 $ 10,567 |
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, 2016 December 31, 2015 Total cash and short term investments $ 1,071 $ 191 Total accounts receivable 8,638 8,660 Total other current assets 1,768 1,582 Total property and equipment 17,547 5,227 Total other assets 165 144 Total assets $ 29,189 $ 15,804 Total accounts payable $ 3,847 $ 2,286 Total other liabilities 5,924 7,059 Total accrued liabilities 4,242 2,664 Long term - capital lease 11,543 780 Noncontrolling interest (8,547 ) (1,488 ) Total liabilities $ 17,009 $ 11,301 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | A summary of the business segment information for the three months ended September 30, 2016 and 2015 is as follows ( in thousands ): Three months ended September 30, 2016 Medical Services 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 Three months ended September 30, 2015 Medical Marketing Corporate Total Revenues $ 46,150 $ 6,333 $ — $ 52,483 Operating expenses 36,466 5,670 — 42,136 Corporate costs — — 7,296 7,296 Income (loss) from operations 9,684 663 (7,296 ) 3,051 Change in fair value of warrant and option liabilities — — (6,381 ) (6,381 ) Interest expense (income) 169 (15 ) 168 322 Bargain purchase (4,358 ) — — (4,358 ) Other expense (income) 1,583 (205 ) (1,484 ) (106 ) Income before income taxes $ 12,290 $ 883 $ 401 $ 13,574 Other data: Depreciation and amortization expense $ 1,178 $ 344 $ 43 $ 1,565 Income tax expense $ 176 $ 80 $ — $ 256 Capital expenditures $ 1,041 $ — $ — $ 1,041 Non-cash acquisition of property $ 10,485 $ — $ — $ 10,485 Non-cash acquisition of intangibles and goodwill $ 1,534 $ — $ — $ 1,534 A summary of the business segment information for the nine months ended September 30, 2016 and 2015 is as follows ( in thousands ): Nine months ended September 30, 2016 Medical Services 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 ) Capital expenditures $ 4,000 $ — $ 388 $ 4,388 Intangible assets $ 5,246 $ 13,022 $ — $ 18,268 Goodwill $ 25,822 $ 19,011 $ — $ 44,833 Total assets $ 175,279 $ 44,413 $ 21,291 $ 240,983 Total liabilities $ 55,602 $ 6,928 $ 38,237 $ 100,767 Nine months ended September 30, 2015 Medical Services Marketing Corporate Total Revenues $ 123,638 $ 15,563 $ — $ 139,201 Operating expenses 94,589 13,471 — 108,060 Corporate costs — — 23,071 23,071 Income (loss) from operations 29,049 2,092 (23,071 ) 8,070 Change in fair value of warrant and option liabilities — — (4,677 ) (4,677 ) Interest expense 169 65 872 1,106 Bargain purchase (4,358 ) — — (4,358 ) Other expense (income) 1,383 (446 ) (2,455 ) (1,518 ) Income (loss) before income taxes $ 31,855 $ 2,473 $ (16,811 ) $ 17,517 Other data: Depreciation and amortization expense $ 2,079 $ 1,035 $ 99 $ 3,213 Income tax expense $ 703 $ 159 $ — $ 862 Capital expenditures $ 2,406 $ 127 $ — $ 2,533 Intangible assets $ 5,734 $ 14,172 $ — $ 19,906 Goodwill $ 14,163 $ 19,011 $ — $ 33,174 Non-cash acquisition of property $ 15,345 $ — $ — $ 15,345 Non-cash acquisition of intangibles and goodwill $ 13,532 $ — $ — $ 13,532 Total assets $ 103,836 $ 43,528 $ 18,158 $ 165,522 Total liabilities $ 38,360 $ 3,909 $ 22,831 $ 65,100 |
SUPPLEMENTAL CASH FLOWS - Suppl
SUPPLEMENTAL CASH FLOWS - Supplemental Disclosures (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 2,052 | |
Cash paid for interest | $ 1,129 | |
Cash paid for taxes | 2,279 | |
Cash paid for taxes | 633 | |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Non-cash acquisition of property and equipment | 0 | |
Non-cash acquisition of property and equipment | 15,345 | |
Non-cash acquisition of goodwill and intangibles | 0 | |
Non-cash acquisition of goodwill and intangibles | 13,532 | |
Non-cash deconsolidation of property and equipment | 0 | |
Non-cash deconsolidation of property and equipment | 2,828 | |
Non-cash deconsolidation of goodwill | 0 | |
Non-cash deconsolidation of goodwill | 701 | |
Athas settlement in lieu of contingent shares | $ 0 | |
Athas settlement in lieu of contingent shares | $ 5,685 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) | 1 Months Ended |
Nov. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions 1 | 60.00% |
ACQUISITIONS - Schedule of Fair
ACQUISITIONS - Schedule of Fair Value of Identifiable Assets (Details) $ in Thousands | 1 Months Ended |
Nov. 30, 2015USD ($) | |
Net assets acquired: | |
Trade accounts receivable | $ 82 |
Prepaid expenses and other current assets | 36 |
Inventory | 69 |
Property and equipment | 13,266 |
Other long-term assets | 113 |
Goodwill | 6,932 |
Tradename | 160 |
Hospital license | 12 |
Net assets acquired | 20,670 |
Net liabilities assumed: | |
Trade accounts payable | 2,668 |
Accrued liabilities | 419 |
Current portion of capital leases | 658 |
Long-term portion of capital leases | 12,213 |
Total liabilities assumed | 15,958 |
Consideration: | |
Cash, net of cash acquired | 3,180 |
Noncontrolling Interest | 1,532 |
Total consideration | $ 4,712 |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)$ / shares | |
Business Combinations [Abstract] | |
Revenue | $ 139,774 |
Income from operations | 8,225 |
Net income attributable to noncontrolling interests | 10,360 |
Net income attributable to common stockholders | $ 6,282 |
Net income per basic common share (in dollars per share) | $ / shares | $ 0.10 |
TRADE ACCOUNTS RECEIVABLE, NE44
TRADE ACCOUNTS RECEIVABLE, NET - Schedule of Accounts, Notes, Loans and Financing Receivable (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Receivables [Abstract] | ||
Trade accounts receivable | $ 84,573 | |
Trade accounts receivable | $ 95,114 | |
Allowance for doubtful accounts | (2,144) | |
Allowance for doubtful accounts | (5,165) | |
Receivables transferred | (357) | |
Receivables transferred | (298) | |
Receivables purchased | 4,098 | |
Receivables purchased | 2,918 | |
Trade accounts receivable, net | $ 86,170 | |
Trade accounts receivable, net | $ 92,569 |
TRADE ACCOUNTS RECEIVABLE, NE45
TRADE ACCOUNTS RECEIVABLE, NET (Narrative) (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Receivables [Abstract] | |||||
Trade Accounts Receivable, Net 1 | 0 | 0 | |||
Trade Accounts Receivable, Net 2 | $ 0.9 | $ 1.1 | |||
Trade Accounts Receivable, Net 3 | $ 0.4 | ||||
Trade Accounts Receivable, Net 4 | $ 0.3 | ||||
Trade Accounts Receivable, Net 5 | $ 0.1 | ||||
Trade Accounts Receivable, Net 6 | 0.3 | ||||
Trade Accounts Receivable, Net 7 | 0.8 | ||||
Trade Accounts Receivable, Net 8 | 1.4 | ||||
Trade Accounts Receivable, Net 9 | 0.6 | ||||
Trade Accounts Receivable, Net 10 | 1.4 | ||||
Trade Accounts Receivable, Net 11 | $ 4.9 | ||||
Trade Accounts Receivable, Net 12 | 5.2 | ||||
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 | 4.6 | ||||
Trade Accounts Receivable, Net 17 | 3.2 | ||||
Trade Accounts Receivable, Net 18 | $ 11.2 | ||||
Trade Accounts Receivable, Net 19 | 8.3 | ||||
Trade Accounts Receivable, Net 20 | $ 2.4 | ||||
Trade Accounts Receivable, Net 21 | $ 1.8 | ||||
Trade Accounts Receivable, Net 22 | 5.9 | ||||
Trade Accounts Receivable, Net 23 | $ 4.5 | ||||
Trade Accounts Receivable, Net 24 | $ 4.1 | ||||
Trade Accounts Receivable, Net 25 | $ 2.9 |
INVESTMENTS IN ASSOCIATES (Narr
INVESTMENTS IN ASSOCIATES (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures [Abstract] | ||||
Investments In Associates 1 | $ 0.7 | $ 0.7 | ||
Investments In Associates 2 | 58.00% | |||
Investments In Associates 3 | 70.00% | |||
Investments In Associates 4 | 62.00% | |||
Investments In Associates 5 | $ 0.5 |
FINANCIAL INSTRUMENTS AND CON47
FINANCIAL INSTRUMENTS AND CONCENTRATION - Schedule of Revenue by Major Customers by Reporting Segments (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Medical Segment | ||||
Segment Reporting Information [Line Items] | ||||
Private insurance and other private pay | 96.30% | |||
Private insurance and other private pay | 94.40% | |||
Private insurance and other private pay | 96.20% | |||
Private insurance and other private pay | 94.70% | |||
Workers compensation | 3.40% | |||
Workers compensation | 5.10% | |||
Workers compensation | 3.40% | |||
Workers compensation | 4.80% | |||
Medicare | 0.30% | |||
Medicare | 0.50% | |||
Medicare | 0.40% | |||
Medicare | 0.50% | |||
Total | 100.00% | |||
Total | 100.00% | |||
Total | 100.00% | |||
Total | 100.00% | |||
Marketing Segment | ||||
Segment Reporting Information [Line Items] | ||||
Private insurance and other private pay | 100.00% | |||
Private insurance and other private pay | 100.00% | |||
Private insurance and other private pay | 100.00% | |||
Private insurance and other private pay | 100.00% | |||
Workers compensation | 0.00% | |||
Workers compensation | 0.00% | |||
Workers compensation | 0.00% | |||
Workers compensation | 0.00% | |||
Medicare | 0.00% | |||
Medicare | 0.00% | |||
Medicare | 0.00% | |||
Medicare | 0.00% | |||
Total | 100.00% | |||
Total | 100.00% | |||
Total | 100.00% | |||
Total | 100.00% | |||
Consolidated Segments | ||||
Segment Reporting Information [Line Items] | ||||
Private insurance and other private pay | 96.80% | |||
Private insurance and other private pay | 95.10% | |||
Private insurance and other private pay | 96.70% | |||
Private insurance and other private pay | 95.20% | |||
Workers compensation | 3.00% | |||
Workers compensation | 4.50% | |||
Workers compensation | 3.00% | |||
Workers compensation | 4.30% | |||
Medicare | 0.20% | |||
Medicare | 0.40% | |||
Medicare | 0.30% | |||
Medicare | 0.50% | |||
Total | 100.00% | |||
Total | 100.00% | |||
Total | 100.00% | |||
Total | 100.00% |
FINANCIAL INSTRUMENTS AND CON48
FINANCIAL INSTRUMENTS AND CONCENTRATION (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Investments, All Other Investments [Abstract] | |||
Financial Instruments And Concentration 1 | 75.10% | ||
Financial Instruments And Concentration 2 | 83.00% | ||
Financial Instruments And Concentration 3 | 83.60% | ||
Financial Instruments And Concentration 4 | $ 0.2 | ||
Financial Instruments And Concentration 5 | $ 0.3 |
ACCRUED EXPENSES AND OTHER CU49
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - Schedule of Accounts Payable and Accrued Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Accrued expenses: | |
Accrued salaries and related benefits | $ 3,941 |
Accrued salaries and related benefits | 5,309 |
Other | 16,720 |
Other | 11,339 |
Total accrued expenses | 20,661 |
Total accrued expenses | 16,648 |
Other current liabilities: | |
Estimated amounts due to third party payors | 6,348 |
Estimated amounts due to third party payors | 3,795 |
Other | 454 |
Other | 1,230 |
Total other current liabilities | 6,802 |
Total other current liabilities | $ 5,025 |
OTHER LONG-TERM LIABILITIES (Na
OTHER LONG-TERM LIABILITIES (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Other long-term liabilities | $ 3,523 | $ 3,386 |
Unfavorable lease | 3,200 | |
Estimated amortization of unfavorable lease, remainder of 2016 | 100 | |
Estimated amortization of unfavorable lease, 2017 | 500 | |
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, thereafter | $ 2,200 |
LINES OF CREDIT (Narrative) (De
LINES OF CREDIT (Narrative) (Details) - USD ($) | Aug. 19, 2016 | May 18, 2016 | Mar. 31, 2016 | Jul. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Abstract] | ||||||
Lines Of Credit 1 | $ 11,600,000 | $ 5,000,000 | ||||
Lines Of Credit 2 | 4.00% | |||||
Lines Of Credit 3 | 5.24% | |||||
Lines Of Credit 4 | $ 8,100,000 | |||||
Lines Of Credit 5 | $ 3,000,000 | |||||
Lines Of Credit 6 | $ 1,500,000 | |||||
Lines Of Credit 7 | $ 5,000,000 | |||||
Lines Of Credit 8 | $ 3,000,000 | |||||
Lines Of Credit 9 | 4.00% | |||||
Long-term Line of Credit | $ 0 |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) | Aug. 19, 2016USD ($) | Aug. 18, 2016USD ($) | Aug. 01, 2016USD ($) | Jul. 31, 2016 | Mar. 31, 2016 | Jul. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2016USD ($) |
Line of Credit Facility [Line Items] | ||||||||
Debt 1 | $ 25,000,000 | $ 20,000,000 | ||||||
Debt 2 | 4.00% | |||||||
Debt 3 | 5.24% | |||||||
Debt 4 | 0.70% | |||||||
Debt 5 | 100.00% | |||||||
Debt 6 | $ 1,000,000 | |||||||
Debt 7 | $ 24,700,000 | |||||||
Debt 8 | $ 2,000,000 | |||||||
Debt 9 | 7 | |||||||
Debt 10 | 7.05 | |||||||
Debt 11 | 2 | 3.05 | ||||||
Fixed charge coverage ratio | 3 | |||||||
Debt 14 | $ 4,500,000 | |||||||
Debt 15 | 4.00% | |||||||
Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 36,600,000 | $ 30,600,000 | ||||||
Capital lease obligation limit | 6,100,000 | 3,000,000 | ||||||
Credit Agreement | Term | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 25,000,000 | |||||||
Quarterly amortization payment | 312,500 | $ 250,000 | ||||||
Credit Agreement | Revolving | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 11,600,000 |
DEBT - Schedule of Long-term De
DEBT - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Gross debt | $ 24,687 | |
Gross debt | $ 23,275 | |
Less: unamortized loan fees | 855 | |
Less: unamortized loan fees | 563 | |
Debt, net of unamortized loan fees | 23,832 | |
Debt, net of unamortized loan fees | 22,712 | |
Less: current portion of term loan, net of unamortized loan fees | 1,006 | |
Less: current portion of term loan, net of unamortized loan fees | 1,243 | |
Long-term debt, net of unamortized loan fees | $ 22,826 | |
Long-term debt, net of unamortized loan fees | $ 21,469 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value, by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | ||
Warrant and stock option derivative liabilities, Level 1 | $ 0 | |
Warrant and stock option derivative liabilities, Level 2 | 0 | |
Warrant and stock option derivative liabilities, Level 3 | 2,951 | |
Warrant and stock option derivative liabilities | 2,951 | |
Total, Level 1 | 0 | |
Total, Level 2 | 0 | |
Total, Level 3 | 2,951 | |
Total | $ 2,951 | |
Warrant and stock option derivative liabilities, Level 1 | $ 0 | |
Warrant and stock option derivative liabilities, Level 2 | 0 | |
Warrant and stock option derivative liabilities, Level 3 | 1,917 | |
Warrant and stock option derivative liabilities | 1,917 | |
Total, Level 1 | 0 | |
Total, Level 2 | 0 | |
Total, Level 3 | 1,917 | |
Total | $ 1,917 |
SHARE BASED COMPENSATION (Narra
SHARE BASED COMPENSATION (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share Based Compensation 3 | $ 0 | ||||
Share Based Compensation 4 | $ 5.4 | ||||
Share Based Compensation 5 | 0 | 0 | 0 | 0 | |
Stock compensation expense | $ 4.5 | ||||
Share Based Compensation 6 | 0 | ||||
Share Based Compensation 7 | 0 | ||||
Share Based Compensation 8 | 350,000 | ||||
Share Based Compensation 9 | 2,457,075 | ||||
Share Based Compensation 10 | 297,075 | ||||
Share Based Compensation 11 | 2,160,000 | ||||
Share Based Compensation 12 | 3,166,782 | ||||
Share Based Compensation 13 | 451,782 | ||||
Share Based Compensation 17 | 650,000 | ||||
Share Based Compensation 19 | $ 1.3 | ||||
Share Based Compensation 20 | $ 2.9 | ||||
Share Based Compensation 21 | 1.8 | ||||
Share Based Compensation 22 | 4.2 | ||||
Share Based Compensation 23 | $ 1.6 | ||||
Share Based Compensation 24 | $ 1.3 | ||||
Share Based Compensation 25 | $ 5 | ||||
Share Based Compensation 26 | $ 4.3 | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Stock options | Share-based Compensation Award, Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Share Based Compensation 14 | 450,000 | ||||
Stock options | Share-based Compensation Award, Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Share Based Compensation 15 | 1,865,000 | ||||
Stock options | Share-based Compensation Award, Tranche Three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 5 years | ||||
Share Based Compensation 16 | 400,000 |
SHARE BASED COMPENSATION - Sche
SHARE BASED COMPENSATION - Schedule of Stock Options, Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Shares Underlying Options | ||||
ScheduleOfSharebasedCompensationStockOptionsActivityZeroThreeTwoSevenOneThreeSevenSixFiveQCBcSevenpThreeNinerNineFourx | 3,118,218 | |||
Granted (in shares) | 2,601,782 | |||
Exercised (in shares) | (447,787) | |||
Forfeited (in shares) | (372,213) | |||
ScheduleOfSharebasedCompensationStockOptionsActivityZeroThreeTwoSevenOneThreeSevenSixFiveMTzNineVHCFKTVM | 4,900,000 | |||
ScheduleOfSharebasedCompensationStockOptionsActivityZeroThreeTwoSevenOneThreeSevenSixFiveOneThreeLsMGKxvSevenPc | 5,465,000 | |||
Granted (in shares) | 2,457,075 | |||
Exercised (in shares) | (1,083,750) | |||
Forfeited (in shares) | (966,800) | |||
ScheduleOfSharebasedCompensationStockOptionsActivityZeroThreeTwoSevenOneThreeSevenSixFiveFivelpGTbLSixfLJFive | 5,871,525 | |||
Exercisable (in shares) | 1,408,461 | |||
Exercisable (in shares) | 2,234,025 | |||
Weighted- Average Exercise Price | ||||
ScheduleOfSharebasedCompensationStockOptionsActivityZeroThreeTwoSevenOneThreeSevenSixFiveNRtwMkTSixtkbN | $ 1.45 | |||
Granted (in dollars per share) | $ 5.50 | |||
Exercised (in dollars per share) | 1.26 | |||
Forfeited (in dollars per share) | 1.11 | |||
ScheduleOfSharebasedCompensationStockOptionsActivityZeroThreeTwoSevenOneThreeSevenSixFiveZFivetTWQmOneEightZeroDSeven | 3.65 | |||
ScheduleOfSharebasedCompensationStockOptionsActivityZeroThreeTwoSevenOneThreeSevenSixFiveFourmSMHdcSixqsph | $ 2.97 | |||
Granted (in dollars per share) | $ 2.14 | |||
Exercised (in dollars per share) | 1.91 | |||
Forfeited (in dollars per share) | 3.01 | |||
ScheduleOfSharebasedCompensationStockOptionsActivityZeroThreeTwoSevenOneThreeSevenSixFiveOnePHvMGNineFourpPZv | 2.77 | |||
Exercisable (in dollars per share) | $ 2.54 | |||
Exercisable (in dollars per share) | $ 2.32 | |||
Weighted-Average Remaining Life (years) | ||||
Outstanding | 9 years 9 months 18 days | |||
Granted | 9 years 9 months 11 days | |||
Outstanding | 9 years 5 months 19 days | |||
Exercisable | 9 years 5 months 19 days | |||
Outstanding | 9 years 2 months 12 days | |||
Granted | 9 years 4 months 24 days | |||
Outstanding | 8 years 10 months 24 days | |||
Exercisable | 8 years 6 months |
SHARE BASED COMPENSATION - Sc57
SHARE BASED COMPENSATION - Schedule of Stock Options, Valuation Assumptions (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected price volatility Min | 114.00% | |
Expected price volatility Max | 117.00% | |
Expected price volatility Min | 113.00% | |
Expected price volatility Max | 122.00% | |
Risk free interest rate Min | 1.03% | |
Risk free interest rate Max | 1.53% | |
Risk free interest rate Min | 1.34% | |
Risk free interest rate Max | 1.87% | |
Expected annual dividend yield | 0.00% | |
Expected annual dividend yield | 0.00% | |
Expected option term Min | 5 years | |
Expected option term Max | 6 years | |
Expected option term Min | 5 years | |
Expected option term Max | 6 years | |
Expected forfeiture rate Min | 0.50% | |
Expected forfeiture rate Max | 11.60% | |
Expected forfeiture rate Min | 1.30% | |
Expected forfeiture rate Max | 8.80% | |
Grant date fair value Min (in dollars per share) | $ 1.73 | |
Grant date fair value Max (in dollars per share) | 2.41 | |
Grant date fair value Min (in dollars per share) | $ 2.97 | |
Grant date fair value Max (in dollars per share) | 6.31 | |
Grant date exercise price Min (in dollars per share) | 1.99 | |
Grant date exercise price Max (in dollars per share) | $ 2.82 | |
Grant date exercise price Min (in dollars per share) | 2.53 | |
Grant date exercise price Max (in dollars per share) | $ 6.10 |
WARRANTS AND OPTIONS LIABILIT58
WARRANTS AND OPTIONS LIABILITIES - Schedule of Warrants or Rights, Valuation Assumptions (Details) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Risk free interest rate Min | 0.26% | |
Risk free interest rate Max | 0.59% | |
Risk free interest rate Min | 0.11% | |
Risk free interest rate Max | 0.64% | |
Expected life Min | 3 months | |
Expected life Max | 1 year 1 month 24 days | |
Expected life Min | 3 months | |
Expected life Max | 2 years | |
Expected volatility Min | 76.00% | |
Expected volatility Max | 112.00% | |
Expected volatility Min | 71.00% | |
Expected volatility Max | 89.00% | |
Expected dividend yield | 0.00% | |
Expected dividend yield | 0.00% |
WARRANTS AND OPTIONS LIABILIT59
WARRANTS AND OPTIONS LIABILITIES - Schedule of Warrants or Rights, Activity (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Warrant And Option Liability [Roll Forward] | ||||
ScheduleOfStockholdersaposEquityNoteWarrantsOrRightsActivityZeroThreeTwoSevenOneThreeSevenSixFiveFvCffPsFivedxKOne | $ 2,109 | |||
ScheduleOfStockholdersaposEquityNoteWarrantsOrRightsActivityZeroThreeTwoSevenOneThreeSevenSixFiveckFourkMPbFivecOneSixTwo | $ 6,657 | |||
Issuance of warrants and options | $ 0 | |||
Issuance of warrants and options | $ 12,797 | |||
Transferred to equity upon exercise | 0 | |||
Transferred to equity upon exercise | (8,882) | |||
Change in fair value recorded in earnings | (1,729) | |||
Change in fair value recorded in earnings | (4,742) | |||
ScheduleOfStockholdersaposEquityNoteWarrantsOrRightsActivityZeroThreeTwoSevenOneThreeSevenSixFiveVBTmmThreeZeromttZeroX | $ 380 | |||
ScheduleOfStockholdersaposEquityNoteWarrantsOrRightsActivityZeroThreeTwoSevenOneThreeSevenSixFivesFiveZeroBXhcNineSEightLh | $ 5,830 |
WARRANTS AND OPTIONS LIABILIT60
WARRANTS AND OPTIONS LIABILITIES - Schedule of Warrants or Rights (Details) | 9 Months Ended |
Sep. 30, 2016CAD / sharesshares | |
Exercise price | |
2015 Warrants (in Canadian dollars per share) | CAD / shares | CAD 11.50 |
2015 Options (in Canadian dollars per share) | CAD / shares | CAD 9 |
Number of warrants and options | |
2015 Warrants (in shares) | 3,923,834 |
2015 Options (in shares) | 392,383 |
Outstanding and Exercisable (in shares) | 4,316,217 |
Remaining contractual life | |
2015 Warrants | 10 months 24 days |
2015 Options | 10 months 24 days |
WARRANTS AND OPTIONS LIABILIT61
WARRANTS AND OPTIONS LIABILITIES (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Class of Warrant or Right [Line Items] | ||||
Nonemployee options outstanding (in shares) | 600,000 | 600,000 | ||
Warrants And Options Liabilities 1 | 650,000 | |||
Warrants And Options Liabilities 2 | $ 0.1 | $ 0.2 | ||
Warrants And Options Liabilities 3 | $ 0.2 | |||
Warrants And Options Liabilities 4 | $ 2.8 | |||
2014 Warrant And Option Issuances | ||||
Class of Warrant or Right [Line Items] | ||||
Nonemployee options outstanding (in shares) | 0 | 0 |
WARRANTS AND OPTIONS LIABILIT62
WARRANTS AND OPTIONS LIABILITIES - Schedule of Option Awards, Valuation Assumptions (Details) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Risk free interest rate Min | 1.01% | |
Risk free interest rate Max | 1.14% | |
Risk free interest rate Min | 1.37% | |
Risk free interest rate Max | 1.56% | |
Expected life Min | 4 years | |
Expected life Max | 5 years | |
Expected life Min | 5 years | |
Expected life Max | 6 years | |
Expected volatility Min | 103.00% | |
Expected volatility Max | 114.00% | |
Expected volatility Min | 113.00% | |
Expected volatility Max | 115.00% | |
Expected dividend yield | 0.00% | |
Expected dividend yield | 0.00% |
WARRANTS AND OPTIONS LIABILIT63
WARRANTS AND OPTIONS LIABILITIES - Schedule of Option Awards, Liability (Details) - Options To Non-employees - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Warrants and Rights Outstanding [Roll Forward] | ||
Balance at beginning of year | $ 841 | $ 0 |
Vested during the period | 533 | 1,531 |
Change in fair value recorded in earnings | 163 | 65 |
Ending balance | $ 1,537 | $ 1,596 |
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, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Basic: | ||||
Net (loss) income attributable to Nobilis Health Corp. | $ (2,759) | |||
Net (loss) income attributable to Nobilis Health Corp. | $ 10,943 | |||
Net (loss) income attributable to Nobilis Health Corp. | $ (2,918) | |||
Net (loss) income attributable to Nobilis Health Corp. | $ 6,038 | |||
Weighted average common shares outstanding (in shares) | 76,774,967 | |||
Weighted average common shares outstanding (in shares) | 70,935,587 | |||
Weighted average common shares outstanding (in shares) | 76,114,538 | |||
Weighted average common shares outstanding (in shares) | 65,310,610 | |||
Net (loss) income per common share (in dollars per share) | $ (0.04) | |||
Net (loss) income per common share (in dollars per share) | $ 0.15 | |||
Net (loss) income per common share (in dollars per share) | $ (0.04) | |||
Net (loss) income per common share (in dollars per share) | $ 0.09 | |||
Diluted: | ||||
Net (loss) income attributable to Nobilis Health Corp. | $ (2,759) | |||
Net (loss) income attributable to Nobilis Health Corp. | $ 10,943 | |||
Net (loss) income attributable to Nobilis Health Corp. | $ (2,918) | |||
Net (loss) income attributable to Nobilis Health Corp. | $ 6,038 | |||
Weighted average common shares outstanding (in shares) | 76,774,967 | |||
Weighted average common shares outstanding (in shares) | 70,935,587 | |||
Weighted average common shares outstanding (in shares) | 76,114,538 | |||
Weighted average common shares outstanding (in shares) | 65,310,610 | |||
Dilutive effect of stock options, warrants, RSUs (in shares) | 0 | |||
Dilutive effect of stock options, warrants, RSUs (in shares) | 6,720,676 | |||
Dilutive effect of stock options, warrants, RSUs (in shares) | 0 | |||
Dilutive effect of stock options, warrants, RSUs (in shares) | 6,720,676 | |||
Athas share consideration (in shares) | 0 | 0 | 0 | 3,036,337 |
Weighted average common shares outstanding assuming dilution (in shares) | 76,774,967 | |||
Weighted average common shares outstanding assuming dilution (in shares) | 77,656,263 | |||
Weighted average common shares outstanding assuming dilution (in shares) | 76,114,538 | |||
Weighted average common shares outstanding assuming dilution (in shares) | 75,067,623 | |||
Net (loss) income per fully diluted share (in dollars per share) | $ (0.04) | |||
Net (loss) income per fully diluted share (in dollars per share) | $ 0.14 | |||
Net (loss) income per fully diluted share (in dollars per share) | $ (0.04) | |||
Net (loss) income per fully diluted share (in dollars per share) | $ 0.08 |
NONCONTROLLING INTERESTS (Narra
NONCONTROLLING INTERESTS (Narrative) (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | ||
Noncontrolling Interests 1 | 8.10% | 8.10% |
Noncontrolling Interests 2 | 75.00% | 75.00% |
Noncontrolling Interests 3 | 65.00% | 65.00% |
Noncontrolling Interests 4 | 2.30% | 2.30% |
Noncontrolling Interests 5 | 50.00% | 50.00% |
Noncontrolling Interests 6 | 65.00% | 65.00% |
Noncontrolling Interests 7 | 49.00% | 49.00% |
Noncontrolling Interests 8 | 40.00% | 40.00% |
Noncontrolling Interests 9 | 45.00% | 45.00% |
Noncontrolling Interests 10 | 40.00% | 40.00% |
NONCONTROLLING INTERESTS - Rede
NONCONTROLLING INTERESTS - Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
RedeemableNoncontrollingInterestZeroThreeTwoSevenOneThreeSevenSixFivewThreePDTVPPtNlThree | $ 6,654 | ||
RedeemableNoncontrollingInterestZeroThreeTwoSevenOneThreeSevenSixFiveOneSixBEightKZMTThreeFourySix | 6,213 | ||
RedeemableNoncontrollingInterestZeroThreeTwoSevenOneThreeSevenSixFiveMzhcTSevenKbnfQB | $ 12,867 | ||
Distributions, NHC - ASC Dallas | $ (3,892) | ||
Distributions, First Nobilis | (7,617) | ||
Distributions, Total | (11,509) | ||
Net income attributable to noncontrolling interests, NHC - ASC Dallas | 631 | ||
Net income attributable to noncontrolling interests, First Nobilis | 10,236 | ||
Net income attributable to noncontrolling interests, Total | 10,867 | ||
RedeemableNoncontrollingInterestZeroThreeTwoSevenOneThreeSevenSixFiveSevenFKTmFSGQVNineV | 3,393 | ||
RedeemableNoncontrollingInterestZeroThreeTwoSevenOneThreeSevenSixFivelrxSXFiveWLCGWw | 8,832 | ||
RedeemableNoncontrollingInterestZeroThreeTwoSevenOneThreeSevenSixFivebqThreeEightByHvcKSOne | 12,225 | ||
RedeemableNoncontrollingInterestZeroThreeTwoSevenOneThreeSevenSixFiveyEightSevenQBTBCgThreeVh | 3,393 | ||
RedeemableNoncontrollingInterestZeroThreeTwoSevenOneThreeSevenSixFiveNinexwfFourDVrRLhv | 8,832 | ||
RedeemableNoncontrollingInterestZeroThreeTwoSevenOneThreeSevenSixFiveSevenPSixFourcxftMGcg | $ 12,225 | ||
Distributions, NHC - ASC Dallas | $ (2,929) | ||
Distributions, First Nobilis | (600) | ||
Distributions, Total | (3,529) | ||
Net (loss) income attributable to noncontrolling interests, NHC - ASC Dallas | (210) | ||
Net (loss) income attributable to noncontrolling interests, First Nobilis | 2,081 | ||
Net (loss) income attributable to noncontrolling interests, Total | 1,871 | ||
RedeemableNoncontrollingInterestZeroThreeTwoSevenOneThreeSevenSixFiveyptnFrGxHhFourH | 254 | ||
RedeemableNoncontrollingInterestZeroThreeTwoSevenOneThreeSevenSixFiveThreeqTMSBbFiveZeroHqR | 10,313 | ||
RedeemableNoncontrollingInterestZeroThreeTwoSevenOneThreeSevenSixFiveVZTHsFivekksEightNThree | $ 10,567 |
NONCONTROLLING INTERESTS - Sche
NONCONTROLLING INTERESTS - Schedule of Variable Interest Entities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | ||
Total cash and short term investments | $ 1,071 | |
Total cash and short term investments | $ 191 | |
Total accounts receivable | 8,638 | |
Total accounts receivable | 8,660 | |
Total other current assets | 1,768 | |
Total other current assets | 1,582 | |
Total property and equipment | 17,547 | |
Total property and equipment | 5,227 | |
Total other assets | 165 | |
Total other assets | 144 | |
Total assets | 29,189 | |
Total assets | 15,804 | |
Total accounts payable | 3,847 | |
Total accounts payable | 2,286 | |
Total other liabilities | 5,924 | |
Total other liabilities | 7,059 | |
Total accrued liabilities | 4,242 | |
Total accrued liabilities | 2,664 | |
Long term - capital lease | 11,543 | |
Long term - capital lease | 780 | |
Noncontrolling interest | (8,547) | |
Noncontrolling interest | (1,488) | |
Total liabilities | $ 17,009 | |
Total liabilities | $ 11,301 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income Taxes 1 | 35.00% | |||
Income Taxes 2 | 32.50% | |||
Income Taxes 3 | 3.80% | |||
Income Taxes 4 | 4.50% | |||
Income Taxes 7 | 1.60% | |||
Effective income tax rate reduction for discrete tax items | 3.80% | |||
Income Taxes 9 | $ 0.5 | |||
Income Taxes 10 | $ 1.7 | |||
Income Taxes 11 | 29.30% | |||
Income Taxes 12 | 21.10% | |||
Income Taxes 13 | $ 0.3 | |||
Income Taxes 14 | $ 0.8 | |||
Income Taxes 15 | $ 0.3 | |||
Income Taxes 16 | $ 0.9 |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenues, Medical Services | $ 65,419 | |||
Revenues, Marketing | 5,264 | |||
Revenues, Corporate | 0 | |||
Revenues, Total | 70,683 | |||
Operating expenses, Medical Services | 60,871 | |||
Operating expenses, Marketing | 2,958 | |||
Operating expenses, Corporate | 0 | |||
Operating expenses, Total | 63,829 | |||
Corporate costs, Medical Services | 0 | |||
Corporate costs, Marketing | 0 | |||
Corporate costs, Corporate | 7,955 | |||
Corporate costs, Total | 7,955 | |||
Income (loss) from operations, Medical Services | 4,548 | |||
Income (loss) from operations, Marketing | 2,306 | |||
Income (loss) from operations, Corporate | (7,955) | |||
Income (loss) from operations, Total | (1,101) | |||
Change in fair value of warrant and option liabilities, Medical Services | 0 | |||
Change in fair value of warrant and option liabilities, Marketing | 0 | |||
Change in fair value of warrant and option liabilities, Corporate | 133 | |||
Change in fair value of warrant and option liabilities, Total | 133 | |||
Interest expense, Medical Services | 329 | |||
Interest expense, Marketing | 1 | |||
Interest expense, Corporate | 414 | |||
Interest expense, Total | 744 | |||
Other (income) expense, Medical Services | (199) | |||
Other (income) expense, Marketing | (57) | |||
Other (income) expense, Corporate | 58 | |||
Other (income) expense, Total | (198) | |||
Income (loss) before income taxes, Medical Services | 4,418 | |||
Income (loss) before income taxes, Marketing | 2,362 | |||
Income (loss) before income taxes, Corporate | (8,560) | |||
Income (loss) before income taxes, Total | (1,780) | |||
Depreciation and amortization expense, Medical Services | 1,564 | |||
Depreciation and amortization expense, Marketing | 388 | |||
Depreciation and amortization expense, Corporate | 79 | |||
Depreciation and amortization expense, Total | 2,031 | |||
Income tax expense, Medical Services | 205 | |||
Income tax expense, Marketing | 78 | |||
Income tax expense, Corporate | 200 | |||
Income tax expense, Total | 483 | |||
Capital expenditures, Medical Services | 1,289 | |||
Capital expenditures, Marketing | 0 | |||
Capital expenditures, Corporate | 72 | |||
Capital expenditures, Total | 1,361 | |||
Revenues, Medical Services | $ 46,150 | |||
Revenues, Marketing | 6,333 | |||
Revenues, Corporate | 0 | |||
Revenues, Total | 52,483 | |||
Operating expenses, Medical Services | 36,466 | |||
Operating expenses, Marketing | 5,670 | |||
Operating expenses, Corporate | 0 | |||
Operating expenses, Total | 42,136 | |||
Corporate costs, Medical Services | 0 | |||
Corporate costs, Marketing | 0 | |||
Corporate costs, Corporate | 7,296 | |||
Corporate costs, Total | 7,296 | |||
Income (loss) from operations, Medical Services | 9,684 | |||
Income (loss) from operations, Marketing | 663 | |||
Income (loss) from operations, Corporate | (7,296) | |||
Income (loss) from operations, Total | 3,051 | |||
Change in fair value of warrant and option liabilities, Medical Services | 0 | |||
Change in fair value of warrant and option liabilities, Marketing | 0 | |||
Change in fair value of warrant and option liabilities, Corporate | (6,381) | |||
Change in fair value of warrant and option liabilities, Total | (6,381) | |||
Interest expense (income), Medical Services | 169 | |||
Interest expense (income), Marketing | (15) | |||
Interest expense (income), Corporate | 168 | |||
Interest expense (income), Total | 322 | |||
Bargain purchase | $ 0 | (4,358) | $ 0 | $ (4,358) |
Other expense (income), Medical Services | 1,583 | |||
Other expense (income), Marketing | (205) | |||
Other expense (income), Corporate | (1,484) | |||
Other expense (income), Total | (106) | |||
Income before income taxes, Medical Services | 12,290 | |||
Income before income taxes, Marketing | 883 | |||
Income before income taxes, Corporate | 401 | |||
Income before income taxes, Total | 13,574 | |||
Depreciation and amortization expense, Medical Services | 1,178 | |||
Depreciation and amortization expense, Marketing | 344 | |||
Depreciation and amortization expense, Corporate | 43 | |||
Depreciation and amortization expense, Total | 1,565 | |||
Income tax expense, Medical Services | 176 | |||
Income tax expense, Marketing | 80 | |||
Income tax expense, Corporate | 0 | |||
Income tax expense, Total | 256 | |||
Capital expenditures, Medical Services | 1,041 | |||
Capital expenditures, Marketing | 0 | |||
Capital expenditures, Corporate | 0 | |||
Capital expenditures, Total | 1,041 | |||
Non-cash acquisition of property, Medical Services | 10,485 | |||
Non-cash acquisition of property, Marketing | 0 | |||
Non-cash acquisition of property, Corporate | 0 | |||
Non-cash acquisition of property, Total | 10,485 | |||
Non-cash acquisition of intangibles and goodwill, Medical Services | 1,534 | |||
Non-cash acquisition of intangibles and goodwill, Marketing | 0 | |||
Non-cash acquisition of intangibles and goodwill, Corporate | 0 | |||
Non-cash acquisition of intangibles and goodwill, Total | 1,534 | |||
Revenues, Medical Services | 166,922 | |||
Revenues, Marketing | 16,905 | |||
Revenues, Corporate | 0 | |||
Revenues, Total | 183,827 | |||
Operating expenses, Medical Services | 158,471 | |||
Operating expenses, Marketing | 11,716 | |||
Operating expenses, Corporate | 0 | |||
Operating expenses, Total | 170,187 | |||
Corporate costs, Medical Services | 0 | |||
Corporate costs, Marketing | 0 | |||
Corporate costs, Corporate | 24,380 | |||
Corporate costs, Total | 24,380 | |||
Income (loss) from operations, Medical Services | 8,451 | |||
Income (loss) from operations, Marketing | 5,189 | |||
Income (loss) from operations, Corporate | (24,380) | |||
Income (loss) from operations, Total | (10,740) | |||
Change in fair value of warrant and option liabilities, Medical Services | 0 | |||
Change in fair value of warrant and option liabilities, Marketing | 0 | |||
Change in fair value of warrant and option liabilities, Corporate | (1,566) | |||
Change in fair value of warrant and option liabilities, Total | (1,566) | |||
Interest expense, Medical Services | 1,074 | |||
Interest expense, Marketing | 4 | |||
Interest expense, Corporate | 1,037 | |||
Interest expense, Total | 2,115 | |||
Other income, Medical Services | (1,682) | |||
Other income, Marketing | (305) | |||
Other income, Corporate | (1,024) | |||
Other income, Total | (3,011) | |||
Income (loss) before income taxes, Medical Services | 9,059 | |||
Income (loss) before income taxes, Marketing | 5,490 | |||
Income (loss) before income taxes, Corporate | (22,827) | |||
Income (loss) before income taxes, Total | (8,278) | |||
Depreciation and amortization expense, Medical Services | 5,026 | |||
Depreciation and amortization expense, Marketing | 1,436 | |||
Depreciation and amortization expense, Corporate | 209 | |||
Depreciation and amortization expense, Total | 6,671 | |||
Income tax expense (benefit), Medical Services | 662 | |||
Income tax expense (benefit), Marketing | 149 | |||
Income tax expense (benefit), Corporate | (2,577) | |||
Income tax expense (benefit), Total | (1,766) | |||
Capital expenditures, Medical Services | 4,000 | |||
Capital expenditures, Marketing | 0 | |||
Capital expenditures, Corporate | 388 | |||
Capital expenditures, Total | 4,388 | |||
Intangible assets, Medical Services | 5,246 | |||
Intangible assets, Marketing | 13,022 | |||
Intangible assets, Corporate | 0 | |||
Intangible assets, Total | 18,268 | |||
Goodwill, Medical Services | 25,822 | |||
Goodwill, Marketing | 19,011 | |||
Goodwill, Corporate | 0 | |||
Goodwill, Total | 44,833 | |||
Total assets, Medical Services | 175,279 | |||
Total assets, Marketing | 44,413 | |||
Total assets, Corporate | 21,291 | |||
Total assets, Total | 240,983 | |||
Total liabilities, Medical Services | 55,602 | |||
Total liabilities, Marketing | 6,928 | |||
Total liabilities, Corporate | 38,237 | |||
Total liabilities, Total | $ 100,767 | |||
Revenues, Medical Services | 123,638 | |||
Revenues, Marketing | 15,563 | |||
Revenues, Corporate | 0 | |||
Revenues, Total | 139,201 | |||
Operating expenses, Medical Services | 94,589 | |||
Operating expenses, Marketing | 13,471 | |||
Operating expenses, Corporate | 0 | |||
Operating expenses, Total | 108,060 | |||
Corporate costs, Medical Services | 0 | |||
Corporate costs, Marketing | 0 | |||
Corporate costs, Corporate | 23,071 | |||
Corporate costs, Total | 23,071 | |||
Income (loss) from operations, Medical Services | 29,049 | |||
Income (loss) from operations, Marketing | 2,092 | |||
Income (loss) from operations, Corporate | (23,071) | |||
Income (loss) from operations, Total | 8,070 | |||
Change in fair value of warrant and option liabilities, Medical Services | 0 | |||
Change in fair value of warrant and option liabilities, Marketing | 0 | |||
Change in fair value of warrant and option liabilities, Corporate | (4,677) | |||
Change in fair value of warrant and option liabilities, Total | (4,677) | |||
Interest expense, Medical Services | 169 | |||
Interest expense, Marketing | 65 | |||
Interest expense, Corporate | 872 | |||
Interest expense, Total | 1,106 | |||
Other expense (income), Medical Services | 1,383 | |||
Other expense (income), Marketing | (446) | |||
Other expense (income), Corporate | (2,455) | |||
Other expense (income), Total | (1,518) | |||
Income (loss) before income taxes, Medical Services | 31,855 | |||
Income (loss) before income taxes, Marketing | 2,473 | |||
Income (loss) before income taxes, Corporate | (16,811) | |||
Income (loss) before income taxes, Total | 17,517 | |||
Depreciation and amortization expense, Medical Services | 2,079 | |||
Depreciation and amortization expense, Marketing | 1,035 | |||
Depreciation and amortization expense, Corporate | 99 | |||
Depreciation and amortization expense, Total | 3,213 | |||
Income tax expense, Medical Services | 703 | |||
Income tax expense, Marketing | 159 | |||
Income tax expense, Corporate | 0 | |||
Income tax expense, Total | 862 | |||
Capital expenditures, Medical Services | 2,406 | |||
Capital expenditures, Marketing | 127 | |||
Capital expenditures, Corporate | 0 | |||
Capital expenditures, Total | 2,533 | |||
Intangible assets, Medical Services | 5,734 | |||
Intangible assets, Marketing | 14,172 | |||
Intangible assets, Corporate | 0 | |||
Intangible assets, Total | 19,906 | |||
Goodwill, Medical Services | 14,163 | |||
Goodwill, Marketing | 19,011 | |||
Goodwill, Corporate | 0 | |||
Goodwill, Total | 33,174 | |||
Non-cash acquisition of property, Medical Services | 15,345 | |||
Non-cash acquisition of property, Marketing | 0 | |||
Non-cash acquisition of property, Corporate | 0 | |||
Non-cash acquisition of property, Total | 15,345 | |||
Non-cash acquisition of intangibles and goodwill, Medical Services | 13,532 | |||
Non-cash acquisition of intangibles and goodwill, Marketing | 0 | |||
Non-cash acquisition of intangibles and goodwill, Corporate | 0 | |||
Non-cash acquisition of intangibles and goodwill, Total | 13,532 | |||
Total assets, Medical Services | 103,836 | |||
Total assets, Marketing | 43,528 | |||
Total assets, Corporate | 18,158 | |||
Total assets, Total | 165,522 | |||
Total liabilities, Medical Services | 38,360 | |||
Total liabilities, Marketing | 3,909 | |||
Total liabilities, Corporate | 22,831 | |||
Total liabilities, Total | 65,100 | |||
Medical Services | ||||
Segment Reporting Information [Line Items] | ||||
Bargain purchase | (4,358) | (4,358) | ||
Marketing | ||||
Segment Reporting Information [Line Items] | ||||
Bargain purchase | 0 | 0 | ||
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Bargain purchase | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) number in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
Related Party Transaction [Line Items] | ||||
Related Party Transactions 1 | $ 1.4 | |||
Related Party Transactions 2 | $ 0.5 | |||
Related Party Transactions 3 | $ 0.6 | |||
Related Party Transactions 4 | $ 0.4 | $ 0.4 | ||
Related Party Transactions 5 | 1.6 | $ 1.7 | ||
Related Party Transactions 6 | 1.3 | 1.3 | ||
Related Party Transactions 8 | 2.5 | |||
Related Party Transactions 9 | $ 2.5 | |||
Related Party Transactions 10 | 1.9 | |||
Related Party Transactions 11 | 0.2 | |||
Related Party Transactions 12 | 1 | |||
Related Party Transactions 13 | $ 0.3 | |||
Related Party Transactions 14 | 3.9 | |||
Related Party Transactions 15 | $ 2.4 | |||
Affiliate | HOPD | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transactions 7 | 3.6 | |||
Affiliate | Dallas Metro | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transactions 7 | $ 0.9 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) CAD in Millions | 9 Months Ended |
Sep. 30, 2016CAD | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies 1 | CAD 80 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) | Oct. 31, 2016shares | Oct. 28, 2016USD ($) | Nov. 30, 2015 | Sep. 30, 2016USD ($) |
Subsequent Event [Line Items] | ||||
Outstanding balance | $ 24,700,000 | |||
Outstanding balance | $ 8,100,000 | |||
Ownership interest | 60.00% | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Ownership interest | 75.00% | |||
Subsequent Event | Arizona Center For Minimally Invasive Surgery, LLC, L. Philipp Wall, M.D., P.C., And Arizona Vein & Vascular Center, LLC | ||||
Subsequent Event [Line Items] | ||||
Purchase price | $ 22,000,000 | |||
Cash payments for business | 17,000,000 | |||
Equity issued (value) | 2,500,000 | |||
Debt incurred | $ 2,500,000 | |||
Earnout, measurement period | 12 months | |||
Earnout, percentage | 50.00% | |||
Indemnification value | $ 1,050,000 | |||
Indemnification period | 24 months | |||
Subsequent Event | SLH | ||||
Subsequent Event [Line Items] | ||||
Number of Class C Units acquired (in shares) | shares | 60 | |||
Subsequent Event | Compass Bank Loans | Compass Bank | ||||
Subsequent Event [Line Items] | ||||
Face amount | $ 82,500,000 | |||
Consolidated fixed charge ratio | 2 | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Consolidate leverage ratio of less than 1.00 to 1.00 | ||||
Subsequent Event [Line Items] | ||||
Commitment fee | 0.375% | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Consolidate leverage ratio of less than 1.00 to 1.00 | Maximum | ||||
Subsequent Event [Line Items] | ||||
Consolidated leverage ratio | 1 | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Consolidate leverage ratio of less than 1.75 to 1.00 but greater than or equal to 1.00 to 1.00 | ||||
Subsequent Event [Line Items] | ||||
Commitment fee | 0.375% | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Consolidate leverage ratio of less than 1.75 to 1.00 but greater than or equal to 1.00 to 1.00 | Maximum | ||||
Subsequent Event [Line Items] | ||||
Consolidated leverage ratio | 1.75 | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Consolidate leverage ratio of less than 1.75 to 1.00 but greater than or equal to 1.00 to 1.00 | Minimum | ||||
Subsequent Event [Line Items] | ||||
Consolidated leverage ratio | 1 | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Consolidate leverage ratio of less than 2.50 to 1.00 but greater than or equal to 1.75 to 1.00 | ||||
Subsequent Event [Line Items] | ||||
Commitment fee | 0.45% | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Consolidate leverage ratio of less than 2.50 to 1.00 but greater than or equal to 1.75 to 1.00 | Maximum | ||||
Subsequent Event [Line Items] | ||||
Consolidated leverage ratio | 2.50 | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Consolidate leverage ratio of less than 2.50 to 1.00 but greater than or equal to 1.75 to 1.00 | Minimum | ||||
Subsequent Event [Line Items] | ||||
Consolidated leverage ratio | 1.75 | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Consolidate leverage ratio of greater than or equal to 2.50 to 1.00 | ||||
Subsequent Event [Line Items] | ||||
Commitment fee | 0.50% | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Consolidate leverage ratio of greater than or equal to 2.50 to 1.00 | Minimum | ||||
Subsequent Event [Line Items] | ||||
Consolidated leverage ratio | 2.50 | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Base Rate | Consolidate leverage ratio of less than 1.00 to 1.00 | ||||
Subsequent Event [Line Items] | ||||
Margin | 2.00% | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Base Rate | Consolidate leverage ratio of less than 1.75 to 1.00 but greater than or equal to 1.00 to 1.00 | ||||
Subsequent Event [Line Items] | ||||
Margin | 2.25% | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Base Rate | Consolidate leverage ratio of less than 2.50 to 1.00 but greater than or equal to 1.75 to 1.00 | ||||
Subsequent Event [Line Items] | ||||
Margin | 2.50% | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Base Rate | Consolidate leverage ratio of greater than or equal to 2.50 to 1.00 | ||||
Subsequent Event [Line Items] | ||||
Margin | 2.75% | |||
Subsequent Event | Compass Bank Loans | Compass Bank | London Interbank Offered Rate (LIBOR) | Consolidate leverage ratio of less than 1.00 to 1.00 | ||||
Subsequent Event [Line Items] | ||||
Margin | 3.00% | |||
Subsequent Event | Compass Bank Loans | Compass Bank | London Interbank Offered Rate (LIBOR) | Consolidate leverage ratio of less than 1.75 to 1.00 but greater than or equal to 1.00 to 1.00 | ||||
Subsequent Event [Line Items] | ||||
Margin | 3.25% | |||
Subsequent Event | Compass Bank Loans | Compass Bank | London Interbank Offered Rate (LIBOR) | Consolidate leverage ratio of less than 2.50 to 1.00 but greater than or equal to 1.75 to 1.00 | ||||
Subsequent Event [Line Items] | ||||
Margin | 3.50% | |||
Subsequent Event | Compass Bank Loans | Compass Bank | London Interbank Offered Rate (LIBOR) | Consolidate leverage ratio of greater than or equal to 2.50 to 1.00 | ||||
Subsequent Event [Line Items] | ||||
Margin | 3.75% | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Through September 30, 2018 | ||||
Subsequent Event [Line Items] | ||||
Consolidated leverage ratio | 2.75 | |||
Subsequent Event | Compass Bank Loans | Compass Bank | December 31, 2018 to September 30, 2019 | ||||
Subsequent Event [Line Items] | ||||
Consolidated leverage ratio | 2.50 | |||
Subsequent Event | Compass Bank Loans | Compass Bank | December 31, 2019 to September 30, 2020 | ||||
Subsequent Event [Line Items] | ||||
Consolidated leverage ratio | 2.25 | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Through December 31, 2020 | ||||
Subsequent Event [Line Items] | ||||
Consolidated leverage ratio | 2 | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Fiscal quarter ending March 31, 2017 | ||||
Subsequent Event [Line Items] | ||||
Line of credit fee | 3.75% | |||
Commitment fee | 0.50% | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Fiscal quarter ending March 31, 2017 | Base Rate | ||||
Subsequent Event [Line Items] | ||||
Interest rate | 2.75% | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Fiscal quarter ending March 31, 2017 | Eurodollar | ||||
Subsequent Event [Line Items] | ||||
Interest rate | 3.75% | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Term | ||||
Subsequent Event [Line Items] | ||||
Face amount | $ 52,500,000 | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Term | March 31, 2017 to December 31, 2018 | ||||
Subsequent Event [Line Items] | ||||
Quarterly payment | 700,000 | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Term | March 31, 2019 to December 31, 2020 | ||||
Subsequent Event [Line Items] | ||||
Quarterly payment | 1,300,000 | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Term | March 31, 2021 to September 30, 2021 | ||||
Subsequent Event [Line Items] | ||||
Quarterly payment | 2,000,000 | |||
Subsequent Event | Compass Bank Loans | Compass Bank | Revolving | ||||
Subsequent Event [Line Items] | ||||
Maximum borrowing capacity | $ 30,000,000 |