Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 14, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Trading Symbol | nhc | ||
Entity Registrant Name | Nobilis Health Corp. | ||
Entity Central Index Key | 1,409,916 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 77,827,013 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 115,150,423 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash | $ 24,572 | $ 15,666 |
Trade accounts receivable, net of allowance for bad debts of $750 and $5,165 at December 31, 2016 and 2015, respectively | 124,951 | 92,569 |
Medical supplies | 4,468 | 4,493 |
Prepaid expenses and other current assets | 10,083 | 2,789 |
Total current assets | 164,074 | 115,517 |
Property and equipment, net | 36,723 | 35,303 |
Intangible assets, net | 19,618 | 19,619 |
Goodwill | 62,018 | 44,833 |
Deferred tax asset | 21,652 | 25,035 |
Other long-term assets | 1,350 | 1,720 |
Total Assets | 305,435 | 242,027 |
Current Liabilities: | ||
Trade accounts payable | 22,184 | 23,381 |
Accrued expenses | 30,145 | 16,648 |
Current portion of capital leases | 3,985 | 5,193 |
Current portion of long-term debt | 2,220 | 1,243 |
Current portion of warrant and stock option derivative liabilities | 3 | 332 |
Other current liabilities | 7,561 | 5,025 |
Total current liabilities | 66,098 | 51,822 |
Lines of credit | 15,000 | 3,000 |
Long-term capital leases, net of current portion | 12,387 | 13,654 |
Long-term debt, net of current portion | 48,323 | 21,469 |
Convertible promissory note | 2,250 | 0 |
Warrant and stock option derivative liabilities, net of current portion | 899 | 2,619 |
Other long-term liabilities | 3,999 | 3,386 |
Total liabilities | 148,956 | 95,950 |
Commitments and Contingencies | ||
Contingently redeemable noncontrolling interest | 14,304 | 12,225 |
Shareholders' Equity: | ||
Common shares, no par value, unlimited shares authorized, 77,805,014 and 73,675,979 shares issued and outstanding, respectively | 0 | 0 |
Additional paid in capital | 222,240 | 211,827 |
Accumulated deficit | (79,042) | (85,491) |
Total shareholders’ equity attributable to Nobilis Health Corp. | 143,198 | 126,336 |
Noncontrolling interests | (1,023) | 7,516 |
Total shareholders' equity | 142,175 | 133,852 |
Total Liabilities and Shareholders' Equity | $ 305,435 | $ 242,027 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for bad debts | $ 750 | $ 5,165 |
Common Stock, Shares, Issued | 77,805,014 | 73,675,979 |
Common Stock, Shares, Outstanding | 77,805,014 | 73,675,979 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | |||
Patient and net professional fees | $ 264,211 | $ 209,446 | $ 80,917 |
Contracted marketing revenues | 13,346 | 13,106 | 2,171 |
Factoring revenues | 8,187 | 6,664 | 941 |
Total revenues | 285,744 | 229,216 | 84,029 |
Bad debt (recovery) expense, net | 750 | 3,557 | |
Income from operations | 10,038 | 31,650 | 20,491 |
Other (income) expense: | |||
Change in fair value of warrant and stock option derivative liabilities | (2,580) | (8,985) | 3,721 |
Interest expense | 3,999 | 1,597 | 288 |
Bargain purchase gain | 0 | (1,733) | 0 |
Other (income) expense, net | (2,970) | 34 | 32 |
Total other (income) expense | (1,551) | (9,087) | 4,041 |
Income before income taxes and noncontrolling interests | 11,589 | 40,737 | 16,450 |
Income tax expense (benefit) | 4,487 | (23,196) | 480 |
Net income | 7,102 | 63,933 | 15,970 |
Net income attributable to noncontrolling interests | 653 | 13,093 | 13,077 |
Net income attributable to Nobilis Health Corp. | $ 6,449 | $ 50,840 | $ 2,893 |
Net income per basic common share (in dollars per share) | $ 0.08 | $ 0.76 | $ 0.06 |
Net income per fully diluted common share (in dollars per share) | $ 0.08 | $ 0.68 | $ 0.06 |
Weighted average shares outstanding (basic) (in shares) | 76,453,128 | 67,015,387 | 46,517,815 |
Weighted average shares outstanding (fully diluted) (in shares) | 77,562,495 | 75,232,783 | 47,720,569 |
Operating Expense | |||
Revenues: | |||
Salaries and benefits | $ 52,774 | $ 40,845 | $ 11,933 |
Drugs and supplies | 57,011 | 37,365 | 11,295 |
General and administrative | 126,848 | 79,422 | 31,792 |
Bad debt (recovery) expense, net | (385) | 3,557 | 0 |
Depreciation and amortization | 8,539 | 4,531 | 1,503 |
Operating Expenses | 244,787 | 165,720 | 56,523 |
Corporate Segment | |||
Revenues: | |||
Salaries and benefits | 6,974 | 6,597 | 2,386 |
General and administrative | 18,897 | 22,648 | 4,449 |
Legal expenses | 4,755 | 2,445 | 66 |
Depreciation and amortization | 293 | 156 | 114 |
Operating Expenses | $ 30,919 | $ 31,846 | $ 7,015 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid In Capital | Accumulated Deficit | Equity Attributable to Nobilis Health Corp. | Equity (Deficit) Attributable to Noncontrolling Interests | Total Equity | Contingently Redeemable Noncontrolling Interests |
Beginning Balance at Dec. 31, 2013 | $ 148,128 | $ (139,580) | $ 8,548 | $ 3,491 | $ 12,039 | $ 1,263 | ||
Beginning Balance (Shares) at Dec. 31, 2013 | 42,729,547 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 2,893 | 2,893 | 3,833 | 6,726 | 9,244 | |||
Proceeds from private equity offering | 3,956 | 3,956 | 3,956 | |||||
Proceeds from private equity offering (Shares) | 5,568,400 | |||||||
Sale of ownership interest in subsidiary | $ (705) | 705 | 705 | 705 | ||||
Purchase of investment | 490 | 490 | 490 | |||||
Purchase of investment (Shares) | 431,711 | |||||||
Consolidation of investment | 522 | 522 | 5,206 | |||||
Acquisition of Athas Health | 16,239 | 16,239 | 16,239 | |||||
Acquisition of Athas Health (Shares) | 6,666,666 | |||||||
Distributions to noncontrolling interests | (3,713) | (3,713) | (2,846) | |||||
Vesting of restricted stock (Shares) | 215,896 | |||||||
Exercise of stock warrants | 4,797 | 4,797 | 4,797 | |||||
Exercise of stock warrants (Shares) | 3,206,007 | |||||||
Exercise of stock options | 166 | 166 | 166 | |||||
Exercise of stock options (Shares) | 600,000 | |||||||
Share-based compensation, net | 1,875 | 1,875 | 1,875 | |||||
Ending Balance at Dec. 31, 2014 | 176,356 | (136,687) | 39,669 | 4,133 | 43,802 | 12,867 | ||
Ending Balance (Shares) at Dec. 31, 2014 | 59,418,227 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 50,840 | 50,840 | 2,226 | 53,066 | 10,867 | |||
Proceeds from private equity offering | 15,598 | 15,598 | 15,598 | |||||
Proceeds from private equity offering (Shares) | 4,029,668 | |||||||
Deconsolidation of investment | (613) | 356 | (257) | 307 | 50 | |||
Sale of ownership interest in subsidiary | 0 | |||||||
Acquisition of Peak | 650 | 650 | 650 | |||||
Acquisition of Peak (Shares) | 89,749 | |||||||
Acquisition of Scottsdale Liberty | 1,532 | 1,532 | ||||||
Athas settlement | (5,685) | (5,685) | (5,685) | |||||
Athas settlement (Shares) | 3,830,638 | |||||||
Measurement period adjustments | 2,807 | 2,807 | ||||||
Distributions to noncontrolling interests | (3,489) | (3,489) | (11,509) | |||||
Vesting of restricted stock (Shares) | 2,725,000 | |||||||
Reclassification of vested non-employee stock options | (1,531) | (1,531) | (1,531) | |||||
Exercise of stock warrants | 13,392 | 13,392 | 13,392 | |||||
Exercise of stock warrants (Shares) | 3,134,909 | |||||||
Exercise of stock options | 521 | 521 | 521 | |||||
Exercise of stock options (Shares) | 447,788 | |||||||
Share-based compensation, net | 13,139 | 13,139 | 13,139 | |||||
Ending Balance at Dec. 31, 2015 | 133,852 | 211,827 | (85,491) | 126,336 | 7,516 | 133,852 | 12,225 | |
Ending Balance (Shares) at Dec. 31, 2015 | 73,675,979 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 6,449 | 6,449 | (4,955) | 1,494 | 5,606 | |||
Sale of ownership interest in subsidiary | 0 | |||||||
Distributions to noncontrolling interests | (3,532) | (3,532) | (3,527) | |||||
Additional ownership Interest in subsidiary | 52 | 52 | (52) | |||||
AZ Vein share consideration | 2,250 | 2,250 | 2,250 | |||||
AZ Vein share consideration (Shares) | 750,000 | |||||||
Vesting of restricted stock (Shares) | 2,000,000 | |||||||
Reclassification of vested non-employee stock options | (533) | (533) | (533) | |||||
Exercise of stock warrants | 130 | 130 | 130 | |||||
Exercise of stock warrants (Shares) | 95,285 | |||||||
Exercise of stock options | 2,322 | 2,322 | 2,322 | |||||
Exercise of stock options (Shares) | 1,283,750 | |||||||
Share-based compensation, net | 6,192 | 6,192 | 6,192 | |||||
Ending Balance at Dec. 31, 2016 | $ 142,175 | $ 222,240 | $ (79,042) | $ 143,198 | $ (1,023) | $ 142,175 | $ 14,304 | |
Ending Balance (Shares) at Dec. 31, 2016 | 77,805,014 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 7,102 | $ 63,933 | $ 15,970 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 8,832 | 4,687 | 1,616 |
(Recoupment) provision for bad debts, net | (385) | 3,557 | 0 |
Share-based compensation | 6,192 | 13,139 | 1,875 |
Change in fair value of warrant and stock option derivative liabilities | (2,580) | (8,985) | 3,721 |
Deferred income taxes | 3,383 | (25,035) | 0 |
Impairment charges | 688 | 1,622 | 0 |
Recoupment indemnified expenses | 0 | (1,700) | 0 |
Gain on sale of property and equipment | (265) | 0 | (39) |
Gain on bargain purchase of a business | 0 | (1,733) | 0 |
Earnings from equity method investment | (938) | 0 | 0 |
Amortization of deferred financing fees | 1,034 | 99 | 0 |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed: | |||
Trade accounts receivable | (28,525) | (51,673) | (20,958) |
Medical supplies | 216 | (1,469) | (27) |
Prepaids and other current assets | (7,106) | 6,966 | (2,799) |
Other long-term assets | (6) | (402) | 466 |
Trade accounts payable and accrued liabilities | 11,031 | 925 | 2,841 |
Other current liabilities | 1,293 | 3,441 | 1,340 |
Other long-term liabilities | 508 | (657) | (8) |
Distributions from equity investments | 1,085 | 0 | 0 |
Net cash provided by operating activities | 1,559 | 6,715 | 3,998 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (5,541) | (4,380) | (2,023) |
Investment in associate | 0 | (138) | (150) |
Purchase of equity method investment | (609) | 0 | 0 |
Note receivable, net | 150 | (197) | 0 |
Acquisition of AZ Vein, net of cash acquired | (17,239) | 0 | 0 |
Purchase of interest acquired in subsidiary | 0 | 0 | (346) |
Proceeds of sale of property and equipment | 0 | 0 | 39 |
Proceeds of sale of ownership interests in subsidiary | 0 | 0 | 705 |
Acquisition of Athas | 0 | 0 | (3,000) |
Acquisition of Hermann Drive, net of cash acquired | 0 | (1,436) | 0 |
Acquisition of Peak, net of cash acquired | 0 | (850) | 0 |
Acquisition of Plano, net of cash acquired | 0 | (1,299) | 0 |
Acquisition of Scottsdale Liberty | 0 | (3,180) | 0 |
Deconsolidation of imaging centers and urgent care clinic | 0 | (166) | 0 |
Net cash used for investing activities | (23,239) | (11,646) | (4,775) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Distributions to noncontrolling interests | (7,059) | (14,998) | (6,559) |
Proceeds from exercise of stock options | 2,322 | 521 | 166 |
Proceeds from exercise of stock warrants | 130 | 4,342 | 3,188 |
Proceeds from private placement | 0 | 28,395 | 6,100 |
Payments on capital lease obligations | (3,613) | (1,565) | (77) |
Proceeds from line of credit | 23,213 | 4,500 | 1,300 |
Payments from line of credit | (11,213) | (6,920) | |
Proceeds from debt | 58,940 | 20,000 | 0 |
Payments on debt | (29,713) | (20,584) | (1,375) |
Deferred financing fees | (2,429) | (662) | 0 |
Net cash provided by financing activities | 30,578 | 13,029 | 2,743 |
NET INCREASE IN CASH | 8,906 | 8,098 | 1,966 |
CASH — Beginning of year | 15,666 | 7,568 | 5,602 |
CASH — End of year | 24,572 | 15,666 | 7,568 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid for interest | 2,798 | 1,236 | 165 |
Cash paid for taxes | 5,852 | 427 | 216 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Non-cash deconsolidation of property and equipment | 0 | 2,828 | 0 |
Non-cash deconsolidation of goodwill | 0 | 701 | 0 |
Stock consideration given in conjunction with acquisitions | 650 | 0 | |
Convertible promissory note | 2,250 | 0 | 0 |
Athas settlement in lieu of contingent shares | $ 0 | $ 5,685 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The Company consolidates entities in which it has a controlling financial interest. We consolidate subsidiaries in which we hold, directly or indirectly, more than 50% of the voting rights and, in the case of variable interest entities (VIEs), with respect to which the Company is determined to be the primary beneficiary. These 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 financial information. Accordingly, they 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. Noncontrolling Interests - Noncontrolling interests represent third-party equity ownership in certain of our consolidated subsidiaries and are presented as a component of equity, unless the noncontrolling interest holders have certain redemption rights, in which case the carrying amount of such interests is classified as contingently redeemable (between liabilities and equity) or, for mandatorily redeemable noncontrolling interests, in liabilities. See Note 19 - Noncontrolling interests for further discussion of noncontrolling interests. Variable Interest Entities - VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities independently, or (ii) have equity holders that, as a group, do not have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the entity’s losses, or the right to receive the entity’s residual returns. We consolidate a VIE when we are the primary beneficiary, which is the party that has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) through its interests in the VIE, the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. See Note 19 - Noncontrolling interests for further discussion of noncontrolling interests. Use of Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Estimates most consequential to our consolidated financial statements are in the area of revenue recognition. Because a significant portion of our net patient service revenue is associated with services provided on out-of-network basis, with no contractually agreed-upon reimbursement rates from third-party payors, revenues expected to be realized are estimated based on our historical experience with allowable charges by a given payor for the specific service performed. These estimates are subject to ongoing monitoring and adjustment based on actual experience with final settlements and collections. Other significant estimates include estimates of fair values which management formulates in connection with valuation of assets and liabilities acquired in business combinations and impairment tests of goodwill, intangible assets, property, and certain investments and financial instruments; estimates of useful lives of our property and intangible assets; as well as realizable amounts of accounts receivable and deferred tax assets. Revenue Recognition Patient and Net Professional Fees - Patient and net professional fees are reported at the estimated net realizable amounts from third-party payors, patients and others for services rendered at the health facilities we operate and consist primarily of fees for the use of our facilities. Such revenues are recognized when the ultimate collection is estimable and reasonably assured, which typically is when the related medical procedures are performed. Net patient revenues are stated at the ultimate amounts expected to be collected (net of any patient discounts and contractual and other adjustments of third-party payors). Our revenues exclude any amounts billed for physicians’ services, which are billed separately by the physicians to the patient or third-party payor. The amounts actually collected by the Company from third-party payors, including private insurers, vary among payors, even for identical medical procedures. As such, in estimating net patient service revenues, management evaluates payor mix, (among private health insurance plans, workers’ compensation insurers, government payor plans and patients), historical settlement and payment data for a given payor and type of medical procedure, and current economic conditions and revises its revenue estimates as necessary in subsequent periods. For services subject to contracted rates with third-party payors, revenues are recognized net of applicable contractual adjustments. The Company analyzed the past 18 to 24 months of accounts receivable collections from third-party payors used in estimating net patient revenues on a regular basis. Based on the results of this analysis during the fourth quarter of 2016, the Company concluded that the historical estimates used to establish the net patient revenues resulted in, and could continue to result in, an understatement of accounts receivable collections and net patient revenues. As a result, the Company revised the estimates used to establish the net patient revenues effective as of the fourth quarter of 2016. This change in estimate resulted in an increase of approximately $3.5 million in trade accounts receivable and corresponding increase to patient and net professional fees to the Company’s Medical Segment. Contracted Marketing Revenues - Contracted marketing revenue is comprised of payments from hospitals, ASC’s and other ancillary service providers through marketing services agreements. The services include licensing, marketing, patient intake, and upfront education services. Revenue is recognized on a gross basis upon the performance of the marketing service and corresponding medical procedure when ultimate collection is measurable and reasonably assured. Factoring Revenues - Factoring revenues represent revenues generated from certain accounts receivables purchased from third parties (typically, practicing physicians) in the ordinary course of business. Purchase price is determined either by a flat fee per medical procedure (reflecting a discount to the face amount of the receivable), as dictated per the agreement, or as a percentage of final collections. At the time of purchase, Nobilis acquires the right to collect the full amount of the receivable and assumes all associated financial risk. Costs related to billings and collections are borne by the Company, without any recourse to the third party seller and reflected as a component of operating expenses. Factoring revenues represent the excess of collections of purchased receivables over their acquisition cost and are recognized over the period from purchase to collection. Advertising and Marketing Costs Advertising costs are expensed as they are incurred. Advertising expense for the years ended December 31, 2016 and 2015 was $43.8 million and $35.0 million , respectively. The Company utilizes many media outlets for marketing to patients which include internet, TV, radio, print, seminar and billboard advertising. Advertising and marketing expense is recorded within both the operating expenses: general and administrative and corporate costs: general and administrative line items within the consolidated statements of earnings. Cash Cash is defined as cash on-hand and demand deposits. The company maintains its cash in various financial institutions, which at times may exceed federally insured amounts. At December 31, 2016 and 2015 , our cash deposits exceeded such federally insured limits. Management believes that this risk is not significant. We have not experienced any losses in such accounts, and we believe we are not exposed to any significant credit risks on cash. Trade Accounts Receivable, net Trade accounts receivable, net consists of net patient service revenues and factoring revenues recorded at their net realizable amounts, while contracted marketing revenues are recognized at the fees due from the facilities for marketing services performed pursuant to governing contractual arrangements. On a periodic basis, we evaluate receivables based on the age of the receivable, history of past collections and current credit and economic conditions and adjust the carrying amount accordingly. An account is written off when it is determined that all collection efforts have been exhausted. The Company does not accrue finance or interest charges on accounts receivable. An allowance for uncollectible patient receivables balances, including receivables from non-partner surgeons, is maintained at a level which the Company believes is adequate to absorb probable credit losses. Medical Supplies Medical supplies consist of various surgical supplies and medications and are carried at the lower of cost or market using the first-in, first-out method. The market value of inventories is determined based on the estimated selling price in the ordinary course of business less the estimated costs of sale, and a reasonable profit margin based on the effort required to sell the inventories. The Company had no write-downs in the carrying amounts of medical supplies inventories for the years ended December 31, 2016 or 2015 . Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Property under capital leases and the related obligation for future lease payments are initially recorded at an amount equal to the lesser of fair value of the property and equipment or the present value of the future lease payments. Leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the term of the lease. Maintenance and repairs are charged to expense when incurred. We evaluate our long-lived assets for possible impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the asset, or related group of assets, may not be recoverable from estimated future undiscounted cash flows expected to arise from their use and ultimate disposition. If the estimated future undiscounted cash flows are lower than the carrying amount of the assets, we determine the amount of impairment, if any, as the excess of the carrying amount of the long-lived asset over its estimated fair value. The fair value of the assets is estimated based on appraisals, established market values of comparable assets or internal estimates of discounted future net cash flows expected to result from the use and ultimate disposition of the asset. The estimates of these future cash flows are based on assumptions and projections we believe to be reasonable and supportable. They require our subjective judgments and take into account assumptions about revenue and expense growth rates. These assumptions may vary by type of facility and presume stable, improving or, in some cases, declining results at our medical facilities, depending on their specific operating circumstances. Goodwill and Intangibles Goodwill represents the excess of the cost of an acquired business over the acquisition-date fair value of the net identifiable assets acquired. Goodwill is reviewed for impairment on an annual basis or more frequently if events or circumstances indicate potential impairment. Such review is performed at the reporting unit level, whereby goodwill balances and identifiable assets and liabilities are assigned to a reporting unit to which they relate. For this purpose, the Company currently has two reporting units which are aligned with its business segments. The Company’s goodwill evaluation for each reporting unit is based on both qualitative and quantitative assessments regarding the fair value of goodwill relative to its carrying amount. The Company assesses qualitative factors to determine if the fair value of its reporting units is more likely than not to exceed its carrying amount, including goodwill. In the event the Company determines that it is more likely than not that a reporting unit’s fair value is lower than its carrying amount, quantitative testing is performed comparing carrying amount of the reporting unit to estimated fair value. Fair value estimates are based on appraisals, established market prices for comparable assets or internal estimates of discounted future net cash flows. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired. If the carrying amount exceeds the fair value, an impairment charge is recognized for the excess of the carrying amount of goodwill over its implied fair value. Indefinite-lived intangible assets consisting of trade names, trademarks, and Medicare and hospital licenses, are not amortizable; however, are evaluated for impairment on an annual basis. Intangible assets subject to amortization, which consist of non-compete agreements, lease contract intangibles, internally developed software, trade secret methodology and physician relationships, are carried at cost less accumulated amortization, which is calculated on a straight-line basis over the asset’s estimated useful life. Investments in Unconsolidated Affiliates Investments in unconsolidated affiliates include the Company’s investments in non-marketable equity securities that do not represent a controlling financial interest in the investee. Such investment balances are included in the Company’s consolidated balance sheets in other long-term assets, and include investments accounted for using the equity and the cost method of accounting. Where the Company exercises significant influence over the investee, the Company accounts for its investment under the equity method of accounting. In other cases, the investments in unconsolidated affiliates are accounted for using the cost method of accounting. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors including, among others, representation on the investee’s board of directors, ability to participate in setting operating, financial and other policies of the investee, and ownership level. Under the equity method of accounting, the carrying amount of the investment is adjusted each reporting period for the Company’s pro rata share of investee’s earnings (which also are reflected in other (income) expense in the Company’s consolidated statements of earnings) and any distributions received. Cost-method investments are stated at cost, adjusted only to reflect any other-than-temporary impairment in value or return of the capital invested through a distribution or disposition. Earnings on cost-method investments, if any, are recognized in other expense (income) when dividends or other distributions of earnings are declared. Investments in unconsolidated affiliates are reviewed for impairment at least annually and any impairment loss that is other than temporary is recognized in the consolidated statements of earnings, with no future recovery in value recognized. Income Taxes The tax expense for the period comprises current and deferred tax. Tax expense is recognized in the consolidated statement of operations, except to the extent that it relates to items recognized directly in equity. For items recognized directly in equity, the tax expense is also recognized in equity. The current income tax charge is calculated on the basis of the tax laws enacted at the balance sheet date in the countries where the Company’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit against which the temporary difference can be utilized will be available. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and unconsolidated affiliates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company annually evaluates tax positions to determine the need for any additional disclosures, de-recognition, classification, interest and penalties on income taxes and accounting for income tax estimates in interim periods. In assessing the need for a valuation allowance, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Fair Value Certain financial instruments are reported at fair value on our consolidated balance sheets. Under fair value measurement accounting guidance, fair value is defined as the amount that would be received from the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants, (i.e., an exit price). To estimate an exit price, a three-level hierarchy is used. The fair value hierarchy prioritizes the inputs, which refer broadly to assumptions market participants would use in pricing an asset or a liability, into three levels. Level 1 inputs are unadjusted quoted prices in active markets for identical assets and liabilities and have the highest priority. Level 2 inputs are inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly (such as quoted prices for similar assets or liabilities). Level 3 inputs are unobservable inputs for the asset or liability and have the lowest priority (such as cash-flow assumptions formulated by management). The valuation techniques that may be used to measure fair value include a market approach, an income approach and a cost approach. A market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. An income approach uses valuation techniques to convert future cash flow amounts to a single present amount based on current market expectations, including present value techniques, option-pricing models and the excess earnings method. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Leases Certain leases to which the Company is party as a lessee are classified as capital leases whenever the terms of the lease transfer to the Company substantially all of the risks and rewards of ownership. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated statement of operations on a straight-line basis over the period of the lease as rent expense. Foreign Currency The Company has no significant business operations outside the United States and, therefore, the functional currency and the local currency for its business operations is the U.S. Dollar (“USD”). The accompanying consolidated statements are also presented in USD, the Company’s reporting currency. From time to time monetary assets and liabilities may be denominated in foreign currency, and, if so, will be translated at the exchange rate in effect as of the balance sheet date, with resulting gains or losses included within the consolidated statement of operations. Revenues and expenses denominated in foreign currencies are translated into USD at the average foreign currency exchange rate for the period. Stock-Based Compensation The Company recognizes all stock-based compensation to employees, including grants of employee stock options, in the consolidated financial statements based on their grant-date fair values. The Company values its stock options awarded using the Black-Scholes option pricing model. Restricted stock awards are valued at the grant-date closing market price. Stock-based compensation costs are recognized over the vesting period, which is the period during which the employee is required to provide service in exchange for the award. Occasionally, the Company issues stock-based awards to non-employees. The fair value of these option awards is estimated when the award recipient completes the contracted professional services. The Company recognizes expense for the estimated total value of the awards during the period from their issuance until performance completion, at which time the estimated expense is adjusted to the final value of the award as measured at performance completion. Because our non-employee stock options were issued with exercise prices denominated in Canadian Dollars, upon performance completion, their fair values are reclassified from equity to liabilities and remeasured to fair value each reporting period, with remeasurement gains and losses recognized in other income (expense) in our consolidated statements of operations. Net Income per Common Share We calculate net income per common share by dividing net income available for common shareholders by the weighted average number of common shares outstanding during the period. Fully diluted income per share is computed using the weighted average number of common and potential common shares outstanding during the period. Potential common shares include those that may be issued upon redemption of units granted under the Company’s restricted stock unit and Share Option Plans. Segment Reporting The Company reports segment information based on how the chief operating decision maker, along with other members of management, organize and utilize financial and operational data in determining how to allocate resources and assess performance. Effective December 1, 2014, the Company’s business lines are classified into two reportable business segments which include a Medical Segment and a Marketing Segment. The Medical Segment provides the operation of hospitals, outpatient facilities and other related health care services. The Marketing Segment provides direct-to-consumer marketing efforts which educate patients on their healthcare options. Factoring activities are included in the Marketing Segment, as such activities only pertain to patient services that result from the Company’s Marketing Segment efforts. We evaluate performance based on income from operations of the respective business segments prior to the allocation of corporate office expenses. Transactions between segments are eliminated in consolidation. Our corporate office provides general and administrative and support services to our two revenue-generating segments. Management allocates costs between segments for selling, general and administrative expenses and depreciation expense. Recently Issued Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (FASB) issued Account Standard Update (ASU) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . (Subtopic 205-40) This standard provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU No. 2014-15 is effective for fiscal years ending after December 15, 2016 and for interim and annual periods therein with early adoption permitted. The Company is currently assessing the timing of adoption of the new guidance, but does not expect it will have a material impact on the Company’s consolidated financial statements. The Company does not expect this ASU to have a material impact on our consolidated financial statements and related disclosures. 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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02") which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. The Company is currently evaluating the method of adoption and the impact of adopting ASU 2016-02 on its results of operations, cash flows and financial position. 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”). ASU 2016-08 amends a previously issued ASU released in 2014. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective in 2018. ASU 2016-08 addresses 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 ASU 2016-08 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 2016-09 is effective on January 1, 2017, with early adoption permitted. The transition method varies for each of the areas this 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 U.S. 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 Rece |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Acquisitions | BUSINESS ACQUISITIONS The Company accounts for all transactions that represent business combinations using the acquisition method of accounting, where the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed and any noncontrolling interests has been obtained, limited to one year from the acquisition date) are recorded as of the date of acquisition. Any material impact to comparative information for periods after acquisition, but before the period in which adjustments are identified, is recognized during the measurement period in the reporting period in which the adjustment amounts are determined. 2016 Transactions: On October 28, 2016, the Company acquired Arizona Vein and Vascular Center, LLC (AVVC) and its four affiliated surgery centers operating as Arizona Center for Minimally Invasive Surgery, LLC (ACMIS), (collectively “AZ Vein”) from Dr. L. Philipp Wall, M.D., P.C. for a total purchase price of $22.0 million comprised of $17.5 million in cash, $2.25 million in Nobilis common shares, $2.25 million in the form of a convertible note and $0.1 million earn-out arrangement to be paid in cash based on a trailing 12 month earnings before interest, income taxes, depreciation and amortization (EBITDA) of AZ Vein and the purchased assets. In addition, $1.1 million of the cash purchase price was heldback and is subject to certain indemnification provisions. On the twelve-month anniversary of closing, 50% of the amount held back, less any amounts paid as, or claimed as, indemnification, will be paid to Dr. Wall. The remaining amount held back, less any amounts paid as, or claimed as, indemnification, will be paid to Dr. Wall on the twenty-four-month anniversary of closing. Dr. Wall is the sole equity holder for both AVVC and ACMIS and started the companies in 2007 and 2012, respectively. AVVC and ACMIS are leading clinical and surgical providers for vascular, radiology, podiatry, and general surgery, with five locations in the Phoenix and Tucson metropolitan areas. The acquisition expands Nobilis' presence in two high-growth geographic markets, Phoenix and Tucson, and increases its multi-specialty offering with new vascular surgical specialties within a group of established physician partners. As a result of the acquisition, the Company has recognized $17.2 million of goodwill within our Medical Segment. The Company believes that the goodwill is primarily comprised of the business opportunities to be gained through the expanded geographical coverage as well as the access to a new physician group. Subsequent to the acquisition date of October 28, 2016, AZ Vein had $2.8 million in revenues and a net income of $0.3 million which is included in the Company’s consolidated statement of operations for the year ended December 31, 2016. The costs related to the transaction were $0.3 million and were expensed during the year ended December 31, 2016. These costs are included in the corporate general and administrative expenses in the Company’s consolidated statement of operations for the year ended December 31, 2016. The fair values assigned to certain assets acquired and liabilities assumed in relation to the Company's acquisition have been prepared on a preliminary basis with information currently available and are subject to change. Specifically, the Company is still in the process of assessing the fair value of trade accounts receivable, property and equipment, intangibles, goodwill, leases and working capital adjustment. The Company expects to finalize its analysis during 2017. The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed at the date of acquisition ( in thousands ): October 28, 2016 Net assets acquired: Cash $ 261 Trade accounts receivable 3,472 Prepaid expenses and other current assets 188 Medical Supplies 191 Property and equipment 2,745 Other long-term assets 6 Goodwill 17,185 Intangible assets 1,700 Net assets acquired $ 25,748 Net liabilities assumed: Trade accounts payable $ 996 Accrued liabilities 273 Current portion of capital leases 472 Long-term portion of capital leases 666 Total liabilities assumed $ 2,407 Consideration: Cash $ 17,500 Stock issued 2,250 Convertible promissory note 2,250 Working capital adjustment 1,241 Earnout consideration 100 Total consideration $ 23,341 2015 Transactions: During 2015 the Company paid approximately $13.6 million to acquire the operating assets and related businesses of certain physician practices and other ancillary businesses. In connection with these acquisitions, during the measurement period, the Company allocated approximately $35.5 million of the assets acquired to property and equipment, working capital and the remainder, approximately $23.9 million , consisted of goodwill within our Medical Segment. The Company believes that the goodwill is primarily comprised of the business opportunities to be gained through the expanded geographical coverage as well as the access to a new physician group. The Company also assumed approximately $45.8 million of liabilities in connection with acquisitions made during 2015. The costs related to the transactions were nominal and were expensed during the year ended December 31, 2015. These costs are included in the corporate general and administrative expenses in the Company’s consolidated statement of operations for the year ended December 31, 2015. The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed during 2015 ( in thousands ): As of December 31, 2016 Net assets acquired: Cash $ 65 Trade accounts receivable 4,087 Other receivables 418 Prepaid expenses and other current assets 80 Medical Supplies 1,612 Property and equipment 28,373 Customer Relations 500 Other long-term assets 115 Tradename 160 Hospital license 36 Goodwill 23,945 Net assets acquired $ 59,391 Net liabilities assumed: Trade accounts payable $ 9,072 Accrued expenses 3,016 Unfavorable leases 3,583 Current portion of capital leases 5,775 Long-term portion of capital leases 13,807 Long-term portion of note payable 6,052 Debt 4,500 Total liabilities assumed $ 45,805 Consideration: Cash $ 6,765 Stock issued as consideration 650 Noncontrolling interest 4,339 Bargain purchase gain 1,733 Earn out consideration 99 Total consideration $ 13,586 Unaudited Supplemental Pro Forma Information The following table presents the unaudited pro forma results of the Company as though all of the business combinations discussed above for 2016 had been made on January 1, 2015, and for 2015 had been made on January 1, 2014. The pro forma information is based on the Company’s consolidated results of operations for the years ended December 31, 2016, 2015 and 2014. The unaudited supplemental pro forma financial information has been provided for illustrative purposes only and does not purport to be indicative of the actual results that would have been achieved by combining the companies for the periods presented, or of the results that may be achieved by the combined companies in the future. Further, results may vary significantly from the results reflected in the following unaudited supplemental pro forma financial information because of future events and transactions, as well as other factors. The unaudited supplemental pro forma financial information presented below has been prepared by adjusting the historical results of the Company to include historical results of the acquired businesses described above and was then adjusted: (i) to increase amortization expense resulting from the intangible assets acquired; (ii) to adjust earnings per share to reflect the common shares issued as part of the purchase consideration; (iii) to reduce interest expense from debt which was retained by the seller upon acquisition of the respective businesses; (iv) to adjust the carrying value of net property and equipment to its fair value and to increase depreciation expense for the incremental increase in the value of property and equipment; (v) to decrease expenses for management services which were provided by the preceding parent entity and to concurrently increase expenses for management services which are now provided by the Company; and (vi) to adjust noncontrolling interest to properly reflect the minority ownership percentages which were not purchased by the Company. The unaudited supplemental pro forma financial information does not include adjustments to reflect the impact of other cost savings or synergies that may result from these acquisition. The following table shows our pro forma results for the year ended December 31, 2016 and 2015 ( in thousands, except per share amounts ): Year ended December 31, 2016 2015 Revenue $ 299,944 $ 253,624 Income from operations $ 13,135 $ 30,903 Net income attributable to noncontrolling interests $ 653 $ 10,216 Net income attributable to common stockholders $ 8,052 $ 52,868 Net income per basic common share $ 0.08 $ 0.77 |
Investments in Associates
Investments in Associates | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Investments [Abstract] | |
Investments in Associates | INVESTMENTS IN ASSOCIATES In March 2014, the Company acquired an ownership interest in Group of Pioneers Diagnostics (“GOP”), LLC, representing 40% of the outstanding share interests in GOP. The investment in GOP is accounted for using the equity method of accounting. GOP owns two Management Service Organizations (“MSOs”) which provides a suite of management services to their clients which may include, but is not be limited to, general business management, fiscal management and physician practice management. Due to lack of historical and current financial information of GOP and our Company’s separation from the management and operations of GOP, we do not believe there can be any sustainability in the business model. As a result, the investment in GOP was written off in December 2015. The impairment charge of approximately $0.2 million was recorded as other expense in the consolidated statements of operations. In December 2014, as part of the Athas acquisition, the Company acquired Athas’ investment ownership in two ASC’s and one hospital (the “Athas Investments”): 87.5% in Elite Orthopedic and Spine Surgery Center LLC; 15.7% in Elite Sinus Spine and Ortho LLC; and 10.7% in Elite Hospital Management LLC. For the Athas Investments, the Company concluded that it did not exert significant influence over the operating and financial activities. The Athas Investments are accounted for as cost method investments and recorded at cost. The total carrying value of the Athas Investments at December 31, 2014 was $0.7 million . In December 2015, the Company agreed to divest its interest in the Athas Investments, resulting in a loss of $0.7 million . The impairment charge of $0.7 million was recorded as other expense in the consolidated statements of operations. 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. In December 2015, the Company completed the revaluation of our remaining investments in these facilities resulting in a loss of $0.8 million . The impairment charge of $0.8 million was recorded as other expense and reduced the carrying value to $0.7 million as of December 31, 2015. In December 2016, the Company agreed to divest its interests in these investments, resulting in a loss of $0.7 million . The impairment charge of $0.7 million was recorded as other expense and reduced the carrying value to nil as of December 31, 2016. 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. 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 December 31, 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 | 12 Months Ended |
Dec. 31, 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 of 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, other liabilities as reflected in the consolidated financial statements approximate fair value due to the short term maturity of these items. The estimated fair value of our other long-term debt instruments approximate their carrying amounts as the interest rates approximate our current borrowing rate for similar debt instruments of comparable maturity, or have variable interest rates. Further discussion of fair value related to financial instruments are discussed within Note 15 - Fair value measurements . Financial instruments - risk management The Company is exposed through its operations to the following financial risks: • Credit risk • Fair value or cash flow interest rate risk • Foreign exchange risk • Market risk • Liquidity 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 doctors. Accounts receivables are net of applicable bad debt reserves, which are established based on specific credit risk associated with insurance companies and payors and other relevant information. 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. 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 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. Concentrations A summary of certain information about our payor concentration is as follows: MEDICAL SEGMENT PATIENT AND NET PROFESSIONAL FEE REVENUE BY PAYORS OF THE NOBILIS FACILITIES FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 Payors 2016 Patient and Net Professional Fee Revenue by Payor Mix 2015 Patient and Net Professional Fee Revenue by Payor Mix Private insurance and other private pay 96.6 % 95.5 % Workers compensation 3.0 % 4.1 % Medicare 0.4 % 0.4 % Total 100.0 % 100.0 % MARKETING SEGMENT PATIENT AND NET PROFESSIONAL FEE REVENUE BY PAYORS OF THE NOBILIS FACILITIES FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 Payors 2016 Patient and Net Professional Fee Revenue by Payor Mix 2015 Patient and Net Professional Fee Revenue by Payor Mix Private insurance and other private pay 100.0 % 100.0 % Workers compensation 0.0 % 0.0 % Medicare 0.0 % 0.0 % Total 100.0 % 100.0 % Five facilities represent approximately 96% of the Company’s contracted marketing revenue for the year-ended December 31, 2016, and four facilities represent approximately 89% of the Company’s contracted marketing accounts receivable as of December 31, 2016. |
Trade Accounts Receivable
Trade Accounts Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Trade Accounts Receivable | TRADE ACCOUNTS RECEIVABLE A detail of trade accounts receivable, net as of December 31, 2016 and 2015 is as follows ( in thousands) : December 31, 2016 December 31, 2015 Trade accounts receivable $ 121,599 $ 95,114 Allowance for doubtful accounts (750 ) (5,165 ) Receivables transferred (309 ) (298 ) Receivables purchased 4,411 2,918 Trade accounts receivable, net $ 124,951 $ 92,569 Bad debt expense was $0.8 million , $3.6 and nil for the years ended December 31, 2016, 2015 and 2014 , respectively. A detail of allowance for doubtful accounts as of December 31, 2016 and 2015 is as follows (in thousands): Balance at Beginning of Period Costs and Expenses Recovery Write-offs, net (1) Balance at End of Period Allowance for doubtful accounts: Year ended December 31, 2016 $ (5,165 ) $ (750 ) $ 1,135 $ 4,030 $ (750 ) Year ended December 31, 2015 $ (1,384 ) $ (3,557 ) $ — $ (224 ) $ (5,165 ) (1) Adjudication of previously recorded allowance for doubtful accounts From time to time, we transfer to third parties certain of our accounts receivable payments on a non-recourse basis in return for advancement on payment to achieve a faster cash collection. As of December 31, 2016 and 2015 , there remained a balance of $0.3 million and $0.3 million , respectively, in transferred receivables pursuant to the terms of the original agreement. For the years ended December 31, 2016 , 2015 and 2014, the Company received advanced payments of $0.6 million , $1.7 million and $1.0 million , respectively. During the same time period, the Company transferred $5.2 million , $7.6 million and $7.3 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 $15.8 million , $11.5 million and $1.6 million for the years ended December 31, 2016 , 2015 and 2014 respectively. Revenue, net of the discounted purchase price, was $8.7 million , $6.6 million and $0.9 million for the years ended December 31, 2016 , 2015 and 2014 respectively. Accounts receivable for purchased receivables was $4.4 million and $2.9 million for the years ended December 31, 2016 and 2015 , respectively. Revenue from receivables purchased is recorded in the factoring revenue line item within the consolidated statements of operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following as of December 31, 2016 and 2015 ( in thousands ): 2016 2015 Telephone equipment $ 374 $ 122 Computer hardware 1,863 780 Computer software 2,824 733 Furniture and office equipment 1,726 1,143 Medical equipment 28,158 23,482 Leasehold improvements 8,605 7,942 Building 12,520 12,520 Construction in progress 859 1,325 56,929 48,047 Less: accumulated depreciation (20,206 ) (12,744 ) Property and equipment, net $ 36,723 $ 35,303 Depreciation expense for the years ended December 31, 2016 , 2015 and 2014 was $7.1 million , $3.7 million , and $1.6 million , respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS Intangible assets at December 31, 2016 and 2015 consist of the following ( in thousands ): December 31, 2016 December 31, 2015 Historical Cost Additions Accumulated Amortization Accumulated Impairment Net Book Value Historical Cost Additions Accumulated Amortization Accumulated Impairment Net Book Value Finite Life Non-compete agreements $ 2,761 $ 200 $ 1,258 $ — $ 1,703 $ 2,761 $ — $ 993 $ — $ 1,768 Internally developed software 1,980 — 825 — 1,155 1,980 — 330 — 1,650 Trade secret methodology 5,620 — 1,170 — 4,450 5,620 — 468 — 5,152 Physician relationships 2,800 — 327 — 2,473 2,800 — 130 — 2,670 Customer relationships 500 — 66 — 434 — 500 24 — 476 Indefinite Life Tradenames 1,160 1,100 — — 2,260 1,000 160 — — 1,160 Trademark 5,610 — — — 5,610 5,610 — — — 5,610 Medicare license 8,498 — — 7,401 1,097 8,498 — — 7,401 1,097 Hospital license 36 400 — — 436 — 36 — — 36 Total $ 28,965 $ 1,700 $ 3,646 $ 7,401 $ 19,618 $ 28,269 $ 696 $ 1,945 $ 7,401 $ 19,619 Amortization expense was $1.7 million , $0.9 million and $0.2 million for the years ended December 31, 2016 , 2015 and 2014, respectively. Estimated amortization of intangible assets for the five years and thereafter subsequent to December 31, 2016 is as follows ( in thousands ): Year ending December 31, 2017 $ 1,432 2018 1,415 2019 1,299 2020 936 2021 936 Thereafter 4,198 Total $ 10,216 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | GOODWILL The following tables provide information on changes in the carrying amount of goodwill, which is included in the accompanying consolidated balance sheets as of December 31, 2016 and 2015 ( in thousands ): December 31, 2016 December 31, 2015 Cost $ 200,461 $ 183,276 Accumulated impairment losses (138,443 ) (138,443 ) Total $ 62,018 $ 44,833 Cost December 31, 2016 December 31, 2015 BALANCE - beginning of period $ 183,276 $ 160,032 AZ Vein business combination 17,185 — Deconsolidation of imaging centers and urgent care clinic — (701 ) Hermann Drive business combination, as adjusted — 16,039 Peak business combination, as adjusted — 974 Scottsdale Liberty business combination — 6,932 Total cost $ 200,461 $ 183,276 Accumulated impairment BALANCE - beginning of period $ (138,443 ) $ (138,443 ) Impairment charges during the period — — Total accumulated impairment $ (138,443 ) $ (138,443 ) The Company did not record any impairment charges for the years ended December 31, 2016 , 2015 or 2014. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | ACCRUED EXPENSES AND OTHER CURRENT LIABILITES The following table presents a summary of items comprising accrued expenses and other current liabilities in the accompanying consolidated balance sheets as of December 31, 2016 and 2015 ( in thousands ): 2016 2015 Accrued expenses: Accrued salaries and benefits $ 3,333 $ 5,309 Lab expense 5,402 — Other 21,410 11,339 Total accrued expenses $ 30,145 $ 16,648 Other current liabilities: Estimated amounts due to third party payors $ 6,286 $ 3,795 Other 1,275 1,230 Total other current liabilities $ 7,561 $ 5,025 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities, Noncurrent [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 $4.0 million balance in other long-term liabilities at December 31, 2016 , approximately $3.1 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, 2016 , is $0.4 million for 2017 and $0.3 million for 2018, 2019, 2020, 2021 and $1.9 million thereafter. An additional $0.5 million is related to a holdback liability in conjunction with the AZ Vein acquisition. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | DEBT 2015 Developments HSF Term Loan On March 31, 2015, the Company secured a $20.0 million term loan from Healthcare Financial Services, LLC (f/k/a General Electric Capital Corporation) (HFS or the “HFS Term Loan”), which was subsequently amended and increased to $25.0 million on August 19, 2016. The HFS Term Loan incurred interest at a rate of 4% plus LIBOR per annum and required quarterly payments of principal and interest until it was to mature in March 2020. The HFS Term Loan provided for a 0.70% LIBOR floor. The HFS Term Loan was 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. As of December 31, 2016, the outstanding balance was zero as the HFS Term Loan was extinguished and replaced by the BBVA Compass Credit Agreement (the “BBVA Credit Agreement”) discussed below. On July 30, 2015, the Company secured a $4.5 million term loan from Legacy Texas Bank (the “Legacy Bank Term Loan”). The Legacy Bank Term Loan incurred 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 was to mature in July 2020 and was subordinated to the Company’s term loan and revolver with HFS. As of December 31, 2016 , the outstanding balance was zero and the Legacy Bank Term Loan was extinguished and replaced in 2016 using the increased borrowing capacity acquired through the Seventh Amendment, further discussed in the 2016 Developments below. Lines of Credit On March 31, 2015, the Company secured a $5.0 million revolving line of credit from HFS (the “HFS Revolver”) that was to mature in March 2020. The HFS Revolver incurred interest at a rate of 4% plus LIBOR per annum and required quarterly payments. The revolver was collateralized by the accounts receivable and physical equipment of all of the Company’s 100% owned subsidiaries as well as the Company’s ownership interests in all less than wholly owned subsidiaries. The HFS Revolver was extinguished and replaced in 2016 using the increased borrowing capacity acquired through the Seventh Amendment, further discussed in the 2016 Developments below. 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. This letter of credit was extinguished in conjunction with replacement of the HFS Revolver discussed further below. 2016 Developments HSF Term Loan 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 to Credit Agreement (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 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 of December 31, 2016, the outstanding balance was zero as the HFS Term Loan was extinguished and replaced by the BBVA Credit Agreement discussed below. Lines Of Credit 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 December 30, 2016, the outstanding balance was zero and the Legacy Revolver was extinguished using the increased borrowing capacity acquired through the Seventh Amendment to the Credit Agreement. BBVA Credit Agreement On October 28, 2016 the Company entered into a BBVA Credit Agreement by and among the Company, certain subsidiaries of the Company parties thereto, the lenders from time to time parties thereto (the “Lenders”) with BBVA Compass Bank as Administrative Agent for the lending group. The BBVA Credit Agreement replaced Borrower’s prior $36.6 million five -year Credit Agreement, dated as of March 31, 2015 as subsequently amended and modified with HFS. All amounts outstanding under the HFS Credit Agreement were repaid with proceeds from the BBVA Credit Agreement, and no early termination penalties were incurred by the Borrower or the Company in connection with the termination of the HFS Credit Agreement. The principal amount of the term loan (the “Term Loan”) pursuant to the BBVA Credit Agreement is $52.5 million , which bears interest on the outstanding principal amount thereof at a rate of the then applicable LIBOR, plus an applicable margin ranging from 3.0% to 3.75% (depending on the Company’s consolidated leverage ratio), with an option for the interest rate to be set at the then applicable Base Rate (the “Interest Rate”). The effective rate for the Term Loan as of December 31, 2016 was 4.4% . All outstanding principal on the Term Loan under the Credit Agreement is due and payable on October 28, 2021. The revolving credit facility is $30.0 million (the “Revolver”), which bears interest at the then applicable Interest Rate. The effective rate for the Revolver as of December 31, 2016 was 4.43% . The maturity date of the Revolver is October 28, 2021. Additionally, Borrower may request additional commitments from the Lenders in the maximum amount of $50 million , either by increasing the Revolver or creating new term loans. As of December 31, 2016, the outstanding balances on the Term Loan and Revolver were $52.5 million and $15.0 million , respectively. The BBVA Compass Credit Agreement contains two financial covenants that are tested beginning on December 31, 2016. The consolidated leverage ratio may not exceed (i) 2.75 to 1.00 as of the last day of any fiscal quarter from December 31, 2016 through and including September 30, 2018 (ii) 2.50 to 1.00 from December 31, 2018 through and including September 30, 2019 (iii) 2.25 to 1.00 from December 31, 2019 through and including September 30, 2020 and (iv) 2.00 to 1.00 from December 31, 2020 and thereafter, subject to covenant holidays upon the occurrence of certain conditions. The second financial covenant requires the loan parties to maintain a minimum consolidated fixed charge coverage ratio of not less than 2.00 to 1.00. The Loan Agreement also contains customary events of default, including, among others, the failure by the Borrower to make a payment of principal or interest due under the BBVA Credit Agreement, the making of a materially false or misleading representation or warranty by any loan party, the failure by the Borrower to perform or observe certain covenants in the BBVA Credit Agreement, a change of control, and the occurrence of certain cross-defaults, subject to customary notice and cure provisions. Upon the occurrence of an event of default, and so long as such event of default is continuing, the Administrative Agent could declare the amounts outstanding under the BBVA Credit Agreement due and payable. The Company entered into Amendment No. 1 to BBVA Credit Agreement and Waiver, dated as of March 3, 2017, by and among NHA, certain subsidiaries of the Company party thereto, Compass Bank, and other financial institutions (the "Amendment"). The purpose of the Amendment was to (i) modify the definition of “Permitted Acquisition” to require Lender approval and consent for any acquisition which is closing during the 2017 fiscal year; (ii) modify certain financial definitions and covenants, including, but not limited to, an increase to the maximum Consolidated Leverage Ratio to 3.75 to 1.00 for the period beginning September 30, 2016 and ending September 30, 2017, and an increase to the Consolidated Fixed Charge Coverage Ratio to 1.15 to 1.00 for the period beginning September 30, 2016 and ending June 30, 2017; (iii) waive the Pro Forma Leverage Requirement in connection with the previously reported Hamilton Vein Center acquisition; and (iv) provide each Lender’s consent to the Hamilton Vein Center acquisition. The Amendment also contained a limited waiver of a specified event of default. As a December 31, 2016 the Company was in compliance with its covenants. In conjunction with the extinguishment of the former debt structures previously discussed in the 2015 Developments section, $0.8 million in debt issuance costs associated with the prior arrangements were written off and are included as interest expense in our consolidated statements of earnings. Loan origination fees are deferred and the net amount is amortized over the contractual life of the related loans. Convertible Promissory Note In conjunction with our purchase of AZ Vein, we entered into a $2.25 million Convertible Promissory Note (the "Convertible Promissory Note"). The Convertible Promissory Note bears interest at 5% per annum and matures on the date that is 36 months from closing (the "Maturity Date"). The Convertible Promissory Note (outstanding principal but excluding accrued and unpaid interest) can be convertible into common shares of NHC (the "Conversion Shares"), at the sole discretion of NHC and NHA, on the Maturity Date. The number of Conversion Shares will be based on a price per share equal to the quotient obtained by dividing the conversion amount by the volume weighted average price of the common shares on the New York Stock Exchange in the trailing ten trading days prior to the Maturity Date. There are no pre-payment penalties. Debt at December 31, 2016 consisted of the following ( in thousands ): December 31, 2016 December 31, 2015 Lines of credit $ 15,000 $ 3,000 Term loan 52,500 23,275 Convertible promissory note 2,250 — Gross debt 69,750 26,275 Less: unamortized debt issuance costs (1,957 ) (563 ) Debt, net of unamortized debt issuance costs 67,793 25,712 Less: current maturities (2,220 ) (1,243 ) Long-term debt, net $ 65,573 $ 24,469 Future maturities of debt as of December 31, 2016 are as follows ( in thousands ): Year ending December 31, 2017 $ 2,625 2018 2,625 2019 7,500 2020 5,250 2021 51,750 Total $ 69,750 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2016 | |
Leases, Operating [Abstract] | |
Operating Leases | OPERATING LEASES The Company occupies ASC, hospital, clinic and corporate business spaces under operating lease agreements. The Company also leases certain medical equipment. The minimum rental commitments under non-cancellable operating leases, with terms in excess of one year subsequent to December 31, 2016 , are as follows ( in thousands ): Year ending December 31, 2017 $ 11,776 2018 11,401 2019 10,951 2020 9,132 2021 9,002 Thereafter 49,222 Total future commitment 101,484 Less: minimum sublease income to be received (684 ) Total future commitment, net of sublease income $ 100,800 Rent expense was $11.0 million , $9.1 million and $3.5 million for the years ended December 31, 2016 , 2015 and 2014 respectively. |
Capital Leases
Capital Leases | 12 Months Ended |
Dec. 31, 2016 | |
Leases, Capital [Abstract] | |
Capital Leases | CAPITAL LEASES The Company holds various capital leases for medical equipment which contain bargain purchase options at the end of the lease terms. The remaining minimum capital lease obligations, with terms in excess of one year subsequent to December 31, 2016 , are as follows ( in thousands ): Year ending December 31, 2017 $ 5,027 2018 2,679 2019 2,085 2020 1,888 2021 1,864 Thereafter 7,559 Total minimum rentals 21,102 Less amounts representing interest (4,730 ) Total Capital lease obligations $ 16,372 Medical equipment with a cost of $11.0 million, $8.4 million and $0.7 million were held under capital leases for the years ended December 31, 2016, 2015 and 2014, respectively. Capital leases had accumulated depreciation of $3.7 million and $1.7 million for the years ended December 31, 2016 and 2015 . |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2016 and 2015 . The following table summarizes our assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015 , aggregated by the level in the fair value hierarchy within which those measurements fall ( in thousands ): Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total December 31, 2015: Warrant and stock option derivative liabilities $ — $ — $ 2,951 $ 2,951 Total $ — $ — $ 2,951 $ 2,951 December 31, 2016: Warrant and stock option derivative liabilities $ — $ — $ 902 $ 902 Total $ — $ — $ 902 $ 902 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 Note 18 - Warrants and options liabilities . Due to the nature of valuation inputs, the valuation of the warrants is considered a Level 3 measurement. The estimated fair value of our other long-term debt instruments, approximate their carrying amounts as the interest rates approximate our current borrowing rate for similar debt instruments of comparable maturity, or have variable interest rates. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | SHAREHOLDERS' EQUITY In total, the Company has issued 77,805,014 and 73,675,979 of its common shares as of December 31, 2016 and 2015 , respectively. The Company has unlimited authorized shares. There is no par value assigned to our common shares. In May 2015, the Company issued, through a private placement agreement, 7,847,668 Units, at a price of Cdn$ 9.00 (USD$ 7.46 ) per Unit. Each Unit is comprised of one treasury unit (a “Treasury Unit”) and one-half of one common share from Donald L. Kramer, Healthcare Ventures, Ltd (a company wholly owned by Dr. Kramer), Harry Fleming or from treasury. Each Treasury Unit is comprised of one-half of one common share of the Company and one-half of one common share purchase warrant exercisable for one additional share at a price of Cdn$ 11.50 (USD$ 9.54 ) . Through the private placement, the Company raised proceeds of $ 28.4 million , net of offering costs and commissions of $ 1.9 million . As part of the private placement, the Company also granted 392,383 options to the underwriter at a price of Cdn$ 9.00 (USD$ 7.46 ). On June 30, 2015, the Company, entered into an agreement with Athas, certain seller parties (the “Athas Sellers”) to the Membership Interest Purchase Agreement dated as of November 26, 2014 (the “MIPA”) and certain other parties. Pursuant to the Agreement, the Athas Sellers agreed to reduce by 836,029 the number of common shares, in the aggregate, that were to be issued on the first and second anniversaries of the MIPA’s closing as contingent purchase price payments (the “Contingent Shares”). In addition, the Agreement accomplished (i) the financing of a $2.7 million debt owed by counterparties to the Agreement, (ii) recoupment of $1.7 million of indemnified expenses, and (iii) indemnification of counterparties with respect to litigation. Also pursuant to the Agreement, the Company accelerated the issuance of the remaining 3,830,638 Contingent Shares, resulting in a $5.7 million adjustment to additional paid in capital. Shareholder equity activity for 2016 is primarily related to employee share based compensation, discussed further in Note 17 - Share based compensation and the issuance of 750,000 unregistered common shares in conjunction with the acquisition of AZ Vein, discussed further in Note 3 - Acquisitions |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Compensation | SHARE BASED COMPENSATION Restricted Share Unit Plan During 2008, the Board of Directors (BOD) of the Company approved the adoption of a Restricted Share Unit (RSU) Plan for employees. Restricted Share Units (RSUs) may be granted to employees of Nobilis at the sole discretion of the BOD. Subject to the BOD’s ability to accelerate the vesting of the RSUs if it determines circumstances so warrant, each RSU would generally vest in full on the third anniversary of the date of grant; provided that if there is a change of control of the Company prior to the vesting date of the RSUs and a participant is terminated (or resigns for good reason) within six months following such change of control, a pro rata portion of their unvested RSUs would vest up to the date of the change of control. Upon vesting of his or her RSUs, a participant would be entitled to receive on the vesting date, at the discretion of the BOD either: (a) a lump sum cash payment equal to the number of RSUs multiplied by an average closing price of the common shares on the Toronto Stock Exchange on the redemption date, net of any applicable deductions and withholdings; or (b) that number of common shares equal to the number of RSUs credited to the participant’s RSU account, such common shares to be issued from the Company. The participant receives the benefit on, or as soon as practicable after, the vesting date, but in no event later than 90 days after the vesting date. Unlike share options, RSUs do not require the payment of any monetary consideration to the Company. Whenever cash dividends are paid on the Company’s common shares, dividend equivalents in the form of additional RSUs would be credited to each Participant and will become part of his or her award under the RSU Plan. The RSUs representing dividend equivalents would vest and be paid at the same time and in the same manner as the RSUs to which the dividend equivalents pertain. In the event of a Participant’s termination of employment, voluntary or by cause, with the Company prior to any vesting date, the Participant’s rights to any unvested RSUs would be immediately and irrevocably forfeited. If the Participant’s employment with the Company terminates on account of death or disability or is terminated by the Company without cause prior to any vesting date, the Participant would become vested in a prorated portion of his or her unvested RSUs, based on the number of months that have elapsed in the then current vesting period as of the date of termination. During the year ended December 31, 2015, two key executives experienced triggering events, as defined in their employee agreements, which accelerated all unrecognized share compensation expense on their outstanding RSUs. As a result of this acceleration, the Company recognized a non-cash charge of $4.5 million of share compensation expense. The Company recorded total compensation expense relative to RSU’s of nil , $5.4 million and $0.3 million for the years ended December 31, 2016 , 2015 and 2014, respectively. There were no RSU grants during the year. The Company had nil and 2.0 million outstanding RSU’s at December 31, 2016 and 2015, respectively. Share Option Plan In 2012, the BOD approved the adoption of a Share Option Plan for insiders, employees, and service providers (or "Participants" or "Optionees"). Share options may be granted at the sole discretion of the BOD. The exercise price of an option is determined by the BOD at the time of grant and shall not be less than the current market price. The term of each option is determined by the BOD and shall not exceed 10 years. If an Optionee shall cease to be a Participant for cause, no option held by such Optionee shall be exercisable following the date on which such Optionee ceases to be a Participant. If an Optionee ceases to be a Participant for any reason other than for cause, any option held by such Optionee at such time shall remain exercisable in full at any time, and in part from time to time, for a period of 90 days after the date on which the Optionee ceases to be a Participant. If the Participant’s employment with the Company terminates on account of death, any option held by such Participant at the date of death shall be exercisable in whole or in part only by the person or persons to whom the rights of the Participant’s options pass to by will or laws of descent. The maximum number of RSUs and share options that may be issued under the combined plans is equal to 20.0% of the Company’s issued and outstanding common shares. The Company granted a total of 4,357,075 stock options during the year ended December 31, 2016 . Of the options issued, 422,075 of those vested immediately, 150,000 vest ratably over a two year period, and 3,785,000 vest ratably over a three year period. During the year, 994,300 were forfeited, with various vesting periods. Under the current share option plan, the Company had approximately 8.0 million share options available for future issuance as of December 31, 2016 . The following table summarizes stock option activity for the years ended December 31, 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 9.8 Granted 3,166,782 $ 4.13 9.5 Exercised (447,787 ) $ 1.13 Forfeited (372,213 ) $ 1.01 Outstanding at December 31, 2015 5,465,000 $ 2.97 9.2 Exercisable at December 31, 2015 2,129,522 $ 2.16 8.8 Outstanding at January 1, 2016 5,465,000 $ 2.97 9.2 Granted 4,357,075 $ 2.06 9.5 Exercised (1,283,750 ) $ 2.39 Forfeited (994,300 ) $ 3.45 Outstanding at December 31, 2016 7,544,025 $ 2.61 9.0 Exercisable at December 31, 2016 2,768,817 $ 2.45 8.6 The table above includes 710,000 options issued to non-employees, 650,000 of which are still outstanding ( 550,000 of these are exercisable) at December 31, 2016 . See Note 18 - Warrants and options liabilities for discussion regarding the accounting and classification of these options in the balance sheet. The total intrinsic value of stock options exercised was $1.6 million and $2.1 million for the years ended December 31, 2016 and 2015 , respectively. The total intrinsic value for all in-the-money vested outstanding stock options at December 31, 2016 was $0.8 million . Assuming all stock options outstanding at December 31, 2016 were vested, the total intrinsic value of the in-the-money outstanding stock options would have been $1.4 million . The Company recorded compensation expense relative to employee stock options of $6.0 million , $6.1 million and $0.7 million for the years ended December 31, 2016 , 2015 and 2014 respectively. The fair values of stock options used in recording compensation expense are computed using the Black-Scholes option pricing model. The following table below shows the assumptions used in the model for options awarded during the years ended December 31, 2016 and 2015 : 2016 2015 Expected price volatility 86% - 117% 113% - 122% Risk free interest rate 1.03% - 2.20% 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% - 5.0% Grant date fair value per share $1.41 - $2.41 $2.53 - $6.10 Grant date exercise price per share $1.92 - $2.82 $2.97 - $6.31 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 | 12 Months Ended |
Dec. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants and Options Liabilities | WARRANTS AND OPTIONS LIABILITIES Warrants and Options Issued in Private Placements As discussed in Note 16 - Shareholders' equity , 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. Hence, these warrants and options are classified as liabilities under the caption “Warrants and Options 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 statements of operations under the caption “Change in fair value of warrant and stock option 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 thereafter using the Black Scholes pricing model with the following inputs: Years ended December 31, 2016 2015 Risk free interest rate 0.26% - 0.62% 0.00% - 0.65% Expected life in years 0.25 - 1.15 0.25 - 2.0 Expected volatility 71% - 112% 71% - 96% Expected dividend yield 0 % 0 % The changes in fair value of the warrants and options liability during the years ended December 31, 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 — (9,050 ) Change in fair value recorded in earnings (2,106 ) (8,295 ) Balance at December 31, 2016 and 2015 $ 3 $ 2,109 The following warrants and options were outstanding at December 31, 2016 : Exercise price in Cnd$ Number of warrants and options Remaining contractual life (years) 2015 Warrants Cnd$ 11.50 3,923,834 0.40 2015 Options Cnd$ 9.00 392,383 0.40 Outstanding and exercisable at December 31, 2016 4,316,217 Options Issued to Non-Employees As discussed in Note 17 - 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 December 31, 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: 2016 2015 Risk free interest rate 0.86% - 1.76% 0.26% - 1.85% Expected life in years 4 - 5 1 - 6 Expected volatility 99% - 118% 74% - 121% Expected dividend yield 0 % 0 % The Company recorded expense for non-employee stock options of $0.1 million , $1.7 million and $0.8 million for the year ended December 31, 2016 , 2015 and 2014, respectively. The changes fair value of the liability related to vested yet un-excersised options to non-employees during 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 (475 ) (690 ) Balance as of December 31, 2016 and 2015 $ 899 $ 841 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 statements of earnings under the caption “Change in fair value of warrant and stock option liabilities”. At December 31, 2016 , there were 0.7 million unexercised non-employee options requiring liability classification. |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | NONCONTROLLING INTERESTS Noncontrolling interests at December 31, 2016 represent an 8.1% interest in The Palladium for Surgery - Houston, 75% interest in the Kirby Surgical Center, 65% interest in Microsurgery Institute, 2.3% interest in Houston Microsurgery Institute, 50% in Northstar Healthcare Dallas Management, 65% in NHC ASC – Dallas, 49% in First Nobilis Hospital, 40% in First Nobilis Hospital Management, 45% in Hermann Drive Surgical Hospital, and 25% in Scottsdale Liberty Hospital. 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 December 31, 2016 and 2015 . The contingently redeemable noncontrolling interests associated with these entities are classified in the Company’s balance sheet as “temporary” or mezzanine equity. Changes in contingently redeemable noncontrolling interests follow (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 (2,928 ) (599 ) (3,527 ) Net income attributable to noncontrolling interests (68 ) 5,674 5,606 Total contingently redeemable noncontrolling interests at December 31, 2016 $ 397 $ 13,907 $ 14,304 Certain of our consolidated subsidiaries that are less than wholly owned meet the definition of VIEs, and we hold voting interests in all such entities. We consolidate the activities of VIEs 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 VIEs 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 VIEs 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. Our loss exposure typically is limited to our equity investment in these 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 ): December 31, 2016 December 31, 2015 Total cash and short term investments $ 3,445 $ 191 Total accounts receivable 18,845 8,660 Total other current assets 1,664 1,582 Total property and equipment 16,804 5,227 Total other assets 190 144 Total assets $ 40,948 $ 15,804 Total accounts payable $ 4,119 $ 2,286 Total other liabilities 5,263 7,059 Total accrued liabilities 11,538 2,664 Long term - capital lease 11,169 780 Noncontrolling interest (8,892 ) (1,488 ) Total liabilities $ 23,197 $ 11,301 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 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 commons 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 of restricted stock awards, stock option awards and stock warrants 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 ): Year Ended December 31, 2016 2015 2014 Basic: Net income attributable to Nobilis Health Corp. $ 6,449 $ 50,840 $ 2,893 Weighted average common shares outstanding 76,453,128 67,015,387 46,517,815 Basic earnings per common share $ 0.08 $ 0.76 $ 0.06 Diluted: Net income attributable to Nobilis Health Corp. $ 6,449 $ 50,840 $ 2,893 Weighted average common shares outstanding 76,453,128 67,015,387 46,517,815 Dilutive effect of stock options, warrants, RSU's 1,109,367 8,217,396 1,202,754 Weighted average common shares outstanding assuming dilution 77,562,495 75,232,783 47,720,569 Diluted earnings per common share $ 0.08 $ 0.68 $ 0.06 Included in the diluted shares calculation, are 1.1 million potentially convertible shares related to the $2.25 million Convertible Promissory Note issued to the seller of AZ Vein in conjunction with the acquisition. |
Employee 401K Plan
Employee 401K Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee 401K Plan | EMPLOYEE 401K PLAN Substantially all of our employees, upon qualification, are eligible to participate in our defined contribution 401(k) plan (the “Plan”). Under the Plan, employees may contribute a portion of their eligible compensation, and the Company matches such contributions annually up to a maximum percentage for participants actively employed, as defined by the Plan documents. Plan expenses were approximately $0.5 million , $0.4 million and $0.1 million for the years ended December 31, 2016 , 2015 and 2014 respectively. Such amounts are reflected in operating salaries and benefits in the accompanying consolidated statements of earnings. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The components of income (benefit) expense for the years-ended December 31, 2016 , 2015 and 2014 are as follows (in thousands): Deferred Current Total 2016 Federal $ 3,625 $ 23 $ 3,648 States and Local (242 ) 1,081 839 Foreign (259 ) — (259 ) Change in deferred tax asset valuation allowance 259 — 259 Total $ 3,383 $ 1,104 $ 4,487 2015 Federal $ 8,215 $ 509 $ 8,724 States and Local — 1,330 1,330 Foreign — — — Change in deferred tax asset valuation allowance (33,250 ) — (33,250 ) Total $ (25,035 ) $ 1,839 $ (23,196 ) 2014 Federal $ — $ — $ — States and Local — 480 480 Foreign — — — Change in deferred tax asset valuation allowance — — — Total $ — $ 480 $ 480 The following table shows the reconciliation between income tax expense reported in our consolidated statement of operations and comprehensive income and the income tax expense that would have resulted from applying the United States federal income tax rate of 35% to pre-tax income. Though the Company was incorporated in British Columbia, all of the Company’s subsidiaries are incorporated in the United States. Therefore, the Company reconciles the income before income taxes for U.S. tax purposes. 2016 2015 2014 Net income before income tax $ 11,589 $ 40,737 $ 16,450 US federal income tax rate 35 % 34 % 34 % Expected U.S. Federal income tax (recovery) 4,056 13,851 5,593 Permanent differences / discrete items (791 ) (1,873 ) 388 State income tax (net of federal benefit) 585 649 317 Valuation Allowance 259 (33,250 ) (4,566 ) Non-controlling interests 7 (4,106 ) (4,446 ) Others 371 1,533 3,194 Total income tax (benefit) expense $ 4,487 $ (23,196 ) $ 480 The table below sets forth the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities that are reported in our consolidated balance sheets (in thousands): 2016 2015 2014 Deferred tax assets (liabilities) : Goodwill and fixed assets $ 8,768 $ 12,047 $ 15,617 Intangibles 785 797 1,070 Net operating loss carryforwards - U.S. 6,014 5,300 13,814 Interest carry-forward 1,405 1,351 1,351 Net operating loss carryforwards - Foreign 7,663 7,404 8,153 Allowance for bad debts 265 1,531 373 Equity compensation 4,074 2,479 275 Accrued bonus 325 1,020 — Accrued to cash - 481a (532 ) — — Other 16 — — AMT credit 532 509 — Valuation allowance (7,663 ) (7,403 ) (40,653 ) Net deferred tax assets $ 21,652 $ 25,035 $ — There was a partial valuation allowance as of December 31, 2016 and 2015, and a full valuation allowance as of December 31, 2014 , respectively. In assessing the need for a valuation allowance, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income, projections for future taxable income over the periods in which the deferred tax assets are deductible, and the scheduled reversal of deferred tax liabilities, management believes a partial valuation allowance in 2016 and 2015, and a full valuation allowance in 2014 is necessary, respectively. The Company reduced the valuation allowance in the fourth quarter of 2015 to reflect the revised assessment of the generation of future taxable income. The revised assessment was based on improved performance of our legacy businesses and the impacts of our 2015 acquisitions. The acquisition of Marsh Lane in July 2015, which commenced operations late in the third quarter of 2015, generated $9.6 million of income from operating until year end. Because these operations (and some of our other acquired operations) were distressed when we purchased them, we could not project future profitable operations until we had some actual operations results as a basis. The Company has Canadian net operating loss carryforwards of approximately $30.7 million which will begin to expire in 2028 and U.S. net operating loss carryforwards of approximately $17.1 million which will begin to expire in 2030. On September 30, 2010 the Company issued 18,778,446 common shares to entities controlled by the Company’s Chairman resulting in a change of ownership greater than 50% . As a result, the U.S. net operating losses are limited by the Internal Revenue Code Section 382. In addition, the Company has approximately $4.0 million in interest carry-forwards that have no expiration date. The Company files income tax returns in the U.S. federal jurisdiction, Canada federal jurisdiction, and several state jurisdictions. Our federal tax returns for 2015, 2014, and 2013 are open for review by taxing authorities. Our Canada and Texas tax returns for 2015, 2014, 2013, and 2012 are open for review by taxing authorities. We are not aware of potential interest, penalties or taxes for federal and Canada income tax returns. The Company received notification from the Internal Revenue Service (IRS) to examine our December 31, 2014 and 2013 Federal income tax return. In addition, First Nobilis, LLC has received notification from the IRS to examine its December 31, 2014. Based on management tax analysis, the Company did not have any uncertain tax positions at December 31, 2016 and 2015. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Business Segments | BUSINESS SEGMENTS A summary of the business segment information for 2016 and 2015 ( in thousands ): Years ended December 31, 2016 Medical Marketing Corporate Total Revenues $ 264,642 $ 21,102 $ — $ 285,744 Operating expenses 227,439 17,348 — 244,787 Corporate expenses — — 30,919 30,919 Income (loss) from operations 37,203 3,754 (30,919 ) 10,038 Change in fair value of warrant and option liabilities — — (2,580 ) (2,580 ) Interest expense 1,331 5 2,663 3,999 Other expense (income) (2,367 ) (353 ) (250 ) (2,970 ) Income (loss) before income taxes $ 38,239 $ 4,102 $ (30,752 ) $ 11,589 Other data: Depreciation and amortization expense $ 6,716 $ 1,823 $ 293 $ 8,832 Income tax expense $ 1,067 $ 155 $ 3,265 $ 4,487 Intangible assets, net $ 6,884 $ 12,734 $ — $ 19,618 Goodwill $ 43,007 $ 19,011 $ — $ 62,018 Capital expenditures $ 9,902 $ — $ 473 $ 10,375 Total assets $ 214,294 $ 44,942 $ 46,199 $ 305,435 Total liabilities $ 69,753 $ 6,059 $ 73,144 $ 148,956 Stock consideration given in conjunction with acquisitions $ 2,250 $ — $ — $ 2,250 Convertible promissory note $ 2,250 $ — $ — $ 2,250 Year ended December 31, 2015 Medical Marketing Corporate Total Revenues $ 205,730 $ 23,486 $ — $ 229,216 Operating expenses 145,835 19,885 — 165,720 Corporate expenses — — 31,846 31,846 Income (loss) from operations 59,895 3,601 (31,846 ) 31,650 Interest expense 351 54 1,192 1,597 Change in fair value of warrant and option liabilities — — (8,985 ) (8,985 ) Bargain purchase (1,733 ) — — (1,733 ) Other expense (income) 488 236 (690 ) 34 Income before income taxes $ 60,789 $ 3,311 $ (23,363 ) $ 40,737 Other data: Depreciation and amortization expense $ 3,403 $ 1,128 $ 156 $ 4,687 Income tax expense $ 898 $ 238 $ 703 $ 1,839 Intangible assets, net $ 5,462 $ 14,157 $ — $ 19,619 Goodwill $ 25,822 $ 19,011 $ — $ 44,833 Capital expenditures $ 3,653 $ 249 $ 478 $ 4,380 Total assets $ 151,324 $ 42,159 $ 48,544 $ 242,027 Total liabilities $ 56,407 $ 3,827 $ 35,716 $ 95,950 Non-cash deconsolidation of property and equipment $ 2,828 $ — $ — $ 2,828 Non-cash deconsolidation of goodwill $ 701 $ — $ — $ 701 Stock consideration given in conjunction with acquisitions $ — $ 650 $ — $ 650 Athas settlement in lieu of contingent shares $ — $ 5,685 $ — $ 5,685 The Company’s Marketing Segment started in December 2014 following the acquisition of Athas. Prior to the acquisition, the Company operated under the Medical Segment exclusively and therefore, we have not presented a prior period results of operations comparison for the Marketing Segment information. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Parties | RELATED PARTIES In conjunction with the Company’s purchase of PFSD, the Company entered into a promissory note with the Company’s former Chairman, on January 1, 2011. The note was paid off in full in March 2015 using the proceeds from the $20.0 million term loan which the Company secured on March 31, 2015. Refer to Note 12 - Debt . Certain sellers of Athas are current employees of Athas. The sellers of Athas entered into promissory note with the Company for $12.0 million , as mentioned in a previous footnote. The promissory note was paid off in full in March 2015 using proceeds from the $20 million term loan which the Company secured on March 31, 2015. Refer to Note 12 - Debt . May 2015 Private Placement On May 13, 2015, the Company closed a private placement of 7,847,668 units (the “Units”) at a price of C$ 9.00 per Unit for aggregate proceeds of C$ 70.6 million . Each Unit is comprised of one treasury unit (a "Treasury Unit") and one-half of one common share (each whole common share, an "Additional Share") from Donald L. Kramer and Healthcare Ventures, Ltd. (a company controlled by Dr. Kramer) or from Harry Fleming (collectively, the "Selling Shareholders" and the Additional Shares from the Selling Shareholders, (the "Secondary Shares") or from treasury (the "Additional Treasury Shares"). Each Treasury Unit is comprised of one-half of one common share of the Company (each whole common share, a “Treasury Unit Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). The Selling Shareholders are affiliates of the Company and received gross proceeds of C$ 34.4 million . Refer to Note 16 - Shareholders' equity . The private placement was approved by the disinterested directors of the Company who concluded that the private placement was entered into on market terms and was fair to the Company. 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 December 31, 2016 , the Company had $3.8 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 Denton Transitional. As a result of the AZ Vein acquisition in October 2016, an executive of the Company is owed $2.3 million and $1.1 million related to a convertible promissory note and a cash holdback. In addition, the Company entered into agreements to lease facility space with the same executive. Facility lease cost were $ 0.2 million in 2016. Physician Related Party Transactions Nobilis maintains certain medical directorship, consulting and marketing agreements with various physicians who are also equity owners in Nobilis entities. Material related party arrangements of this nature are described below: • In September 2013, the Company entered into a book deal with a physician equity owner. In March 2015, the Company entered into a marketing agreement with that physician equity owner and a marketing services company owned by the physician equity owner’s father. The Company incurred expenses of $2.0 million , $1.7 million and $1.0 million as a result of the book deal during the years ended December 31, 2016, 2015 and 2014, respectively. The Company incurred expenses of $2.9 million , $0.7 million and nil related to the marketing services entity during the years ended December 31, 2016 , 2015 and 2014, 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 $1.3 million , $0.6 million and $0.1 million to the entity during the years ended December 31, 2016 , 2015 and 2014, respectively. • In September 2014, the minority interest holder of a fully consolidated entity, who is also a partial owner of two other hospitals, entered into an ongoing business relationship with the Company. At December 31, 2016 , the Company has a net amount due from these related parties of $2.2 million . In addition, the Company leases certain medical equipment and facility space from these related parties. Equipment lease costs of $2.2 million , and $2.3 million and $ 0.6 million were incurred during 2016, 2015 and 2014, respectively. Facility lease costs of $ 1.8 million , $ 1.7 million and $0.6 million were incurred during 2016, 2015 and 2014, respectively. • In September 2014, the Company entered into a services agreement with a physician equity owner's wife who has financial interests in a related entity. The Company incurred expenses pursuant to service agreements of $ 0.5 million , $ 0.3 million and $ 0.2 million to the entity during the years ended December 31, 2016, 2015 and 2014, respectively. • In October 2014, the Company entered into a marketing 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 (collectively "service agreements"). The Company incurred expenses of $3.2 million , $3.4 million and $ 0.5 million in fees owed pursuant to the marketing agreement to the entity during the years ended December 31, 2016 , 2015 and 2014, respectively. The Company has incurred expenses of $ 2.6 million and $1.4 million in fees owed pursuant to the service agreements to the entity during the years ended December 31, 2016 and 2015, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 Lawsuit A statement of claim (complaint), Vince Capelli v. Nobilis Health Corp. et. al , was filed on January 8, 2016 in the Ontario Superior Court of Justice under court file number CV-16-544173 naming Nobilis Health Corp., certain current and former officers and the Company’s former auditors as defendants. The statement of claim seeks to advance claims on behalf of the plaintiff and on behalf of a class comprised of certain of our shareholders related to, among other things, alleged certain violations of the Ontario Securities Act and seeks damages in the amount of $100 million plus interest. The defendants intend to vigorously defend against these claims. At this time, the Company believes it is too early to provide a realistic estimate of the Company’s exposure. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS BBVA Credit Agreement and Waiver The Company entered into Amendment No. 1 to BBVA Credit Agreement and Waiver, dated as of March 3, 2017, by and among NHA, certain subsidiaries of the Company party thereto, Compass Bank, and other financial institutions (the "Amendment"). The purpose of the Amendment was to (i) modify the definition of “Permitted Acquisition” to require Lender approval and consent for any acquisition which is closing during the 2017 fiscal year; (ii) modify certain financial definitions and covenants, including, but not limited to, an increase to the maximum Consolidated Leverage Ratio to 3.75 to 1.00 for the period beginning September 30, 2016 and ending September 30, 2017, and an increase to the Consolidated Fixed Charge Coverage Ratio to 1.15 to 1.00 for the period beginning September 30, 2016 and ending June 30, 2017; (iii) waive the Pro Forma Leverage Requirement in connection with the previously reported Hamilton Vein Center acquisition; and (iv) provide each Lender’s consent to the Hamilton Vein Center acquisition. The Amendment also contained a limited waiver of a specified event of default. Acquisition of Hamilton Vein Center The Company completed the acquisition of the operating assets of Hamilton Vein Center (HVC), Hamilton Physician Services, LLC, a Texas limited liability company (“HPS”), Carlos R. Hamilton, III, M.D., P.A. a Texas Professional Association (“PA”) (HPS and PA are each a “Seller” and collectively “Sellers”), and Carlos R. Hamilton III, M.D, a resident of the State of Texas (“Owner”). The Company, Northstar Healthcare Acquisitions, L.L.C. ("Buyer"), Sellers and Owner entered into an amended and restated purchase agreement (the “Amended and Restated Asset Purchase Agreement”) dated as of March 8, 2017. Buyer received substantially all of the operating assets of Sellers in exchange for an aggregate purchase price of approximately $13.3 million , comprised of $8.3 million in cash and $5 million in the form of a convertible note. The note is convertible to cash or stock at the Company's election, and is payable in two equal installments over a two -year period. As part of the Amended and Restated Purchase Agreement, $0.5 million of the cash purchase price was held back and is subject to certain indemnification provisions. On the twelve-month anniversary of closing, 50% of the amount held back, less any amounts paid as, or claimed as, indemnification, will be paid to the Owner. The remaining amounts held back, less any amounts paid as, or claimed as, indemnification, will be paid to the Owner on the twenty-four-month anniversary of closing. |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Supplemental Financial Information | SUPPLEMENTAL FINANCIAL INFORMATION SELECTED QUARTERLY FINANCIAL DATA ( UNAUDITED ) The following table presents certain quarterly statement of earnings data for the years ended December 31, 2016 and 2015. The quarterly statement of earnings data set forth below was derived from the Company’s unaudited financial statements and includes all adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair presentation thereof. Results of operations for any particular quarter are not necessarily indicative of results of operations for a full year or predictive of future periods. Year ended December 31, 2016 First Second Third Fourth Revenues $ 51,273 $ 61,871 $ 70,683 $ 101,917 Operating income (loss) $ (9,694 ) $ 55 $ (1,101 ) $ 20,778 Net income (loss) $ (6,764 ) $ 2,515 $ (2,263 ) $ 13,614 Net income (loss) attributable to noncontrolling $ (1,799 ) $ (2,291 ) $ 496 $ 4,247 Net income (loss) attributable to Nobilis Health Corp. $ (4,965 ) $ 4,806 $ (2,759 ) $ 9,367 Net income (loss) per common share attributable to Nobilis Health Corp. Basic $ (0.07 ) $ 0.06 $ (0.04 ) $ 0.12 Diluted $ (0.07 ) $ 0.06 $ (0.04 ) $ 0.12 Total Assets $ 228,167 $ 232,940 $ 240,983 $ 305,435 Year ended December 31, 2015 First Second Third Fourth Revenues, net $ 37,851 $ 48,867 $ 52,483 $ 90,015 Operating income (loss) $ 3,883 $ 1,136 $ 3,051 $ 23,580 Net income (loss) $ 15 $ 3,379 $ 13,318 $ 47,221 Net income (loss) attributable to noncontrolling $ 4,497 $ 3,745 $ 2,375 $ 2,476 Net income (loss) attributable to Nobilis Health Corp $ (4,482 ) $ (366 ) $ 10,943 $ 44,745 Net income (loss) per common share attributable to Nobilis Health Corp Basic $ (0.07 ) $ (0.01 ) $ 0.15 $ 0.61 Diluted $ (0.07 ) $ (0.01 ) $ 0.14 $ 0.58 Total Assets $ 104,480 $ 153,518 $ 105,332 $ 242,027 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of Consolidation The Company consolidates entities in which it has a controlling financial interest. We consolidate subsidiaries in which we hold, directly or indirectly, more than 50% of the voting rights and, in the case of variable interest entities (VIEs), with respect to which the Company is determined to be the primary beneficiary. These 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 financial information. Accordingly, they 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. |
Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company consolidates entities in which it has a controlling financial interest. We consolidate subsidiaries in which we hold, directly or indirectly, more than 50% of the voting rights and, in the case of variable interest entities (VIEs), with respect to which the Company is determined to be the primary beneficiary. These 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 financial information. Accordingly, they 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. |
Variable Interest Entities | Variable Interest Entities - VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities independently, or (ii) have equity holders that, as a group, do not have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the entity’s losses, or the right to receive the entity’s residual returns. We consolidate a VIE when we are the primary beneficiary, which is the party that has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) through its interests in the VIE, the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. |
Noncontrolling Interests | Noncontrolling Interests - Noncontrolling interests represent third-party equity ownership in certain of our consolidated subsidiaries and are presented as a component of equity, unless the noncontrolling interest holders have certain redemption rights, in which case the carrying amount of such interests is classified as contingently redeemable (between liabilities and equity) or, for mandatorily redeemable noncontrolling interests, in liabilities. See Note 19 - Noncontrolling interests for further discussion of noncontrolling interests. |
Use of Accounting Estimates | Use of Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Estimates most consequential to our consolidated financial statements are in the area of revenue recognition. Because a significant portion of our net patient service revenue is associated with services provided on out-of-network basis, with no contractually agreed-upon reimbursement rates from third-party payors, revenues expected to be realized are estimated based on our historical experience with allowable charges by a given payor for the specific service performed. These estimates are subject to ongoing monitoring and adjustment based on actual experience with final settlements and collections. Other significant estimates include estimates of fair values which management formulates in connection with valuation of assets and liabilities acquired in business combinations and impairment tests of goodwill, intangible assets, property, and certain investments and financial instruments; estimates of useful lives of our property and intangible assets; as well as realizable amounts of accounts receivable and deferred tax assets. |
Revenue Recognition | Revenue Recognition Patient and Net Professional Fees - Patient and net professional fees are reported at the estimated net realizable amounts from third-party payors, patients and others for services rendered at the health facilities we operate and consist primarily of fees for the use of our facilities. Such revenues are recognized when the ultimate collection is estimable and reasonably assured, which typically is when the related medical procedures are performed. Net patient revenues are stated at the ultimate amounts expected to be collected (net of any patient discounts and contractual and other adjustments of third-party payors). Our revenues exclude any amounts billed for physicians’ services, which are billed separately by the physicians to the patient or third-party payor. The amounts actually collected by the Company from third-party payors, including private insurers, vary among payors, even for identical medical procedures. As such, in estimating net patient service revenues, management evaluates payor mix, (among private health insurance plans, workers’ compensation insurers, government payor plans and patients), historical settlement and payment data for a given payor and type of medical procedure, and current economic conditions and revises its revenue estimates as necessary in subsequent periods. For services subject to contracted rates with third-party payors, revenues are recognized net of applicable contractual adjustments. The Company analyzed the past 18 to 24 months of accounts receivable collections from third-party payors used in estimating net patient revenues on a regular basis. Based on the results of this analysis during the fourth quarter of 2016, the Company concluded that the historical estimates used to establish the net patient revenues resulted in, and could continue to result in, an understatement of accounts receivable collections and net patient revenues. As a result, the Company revised the estimates used to establish the net patient revenues effective as of the fourth quarter of 2016. This change in estimate resulted in an increase of approximately $3.5 million in trade accounts receivable and corresponding increase to patient and net professional fees to the Company’s Medical Segment. Contracted Marketing Revenues - Contracted marketing revenue is comprised of payments from hospitals, ASC’s and other ancillary service providers through marketing services agreements. The services include licensing, marketing, patient intake, and upfront education services. Revenue is recognized on a gross basis upon the performance of the marketing service and corresponding medical procedure when ultimate collection is measurable and reasonably assured. Factoring Revenues - Factoring revenues represent revenues generated from certain accounts receivables purchased from third parties (typically, practicing physicians) in the ordinary course of business. Purchase price is determined either by a flat fee per medical procedure (reflecting a discount to the face amount of the receivable), as dictated per the agreement, or as a percentage of final collections. At the time of purchase, Nobilis acquires the right to collect the full amount of the receivable and assumes all associated financial risk. Costs related to billings and collections are borne by the Company, without any recourse to the third party seller and reflected as a component of operating expenses. Factoring revenues represent the excess of collections of purchased receivables over their acquisition cost and are recognized over the period from purchase to collection. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising costs are expensed as they are incurred. Advertising expense for the years ended December 31, 2016 and 2015 was $43.8 million and $35.0 million , respectively. The Company utilizes many media outlets for marketing to patients which include internet, TV, radio, print, seminar and billboard advertising. Advertising and marketing expense is recorded within both the operating expenses: general and administrative and corporate costs: general and administrative line items within the consolidated statements of earnings. |
Cash | Cash Cash is defined as cash on-hand and demand deposits. The company maintains its cash in various financial institutions, which at times may exceed federally insured amounts. At December 31, 2016 and 2015 , our cash deposits exceeded such federally insured limits. Management believes that this risk is not significant. We have not experienced any losses in such accounts, and we believe we are not exposed to any significant credit risks on cash. |
Trade Accounts Receivable, net | Trade Accounts Receivable, net Trade accounts receivable, net consists of net patient service revenues and factoring revenues recorded at their net realizable amounts, while contracted marketing revenues are recognized at the fees due from the facilities for marketing services performed pursuant to governing contractual arrangements. On a periodic basis, we evaluate receivables based on the age of the receivable, history of past collections and current credit and economic conditions and adjust the carrying amount accordingly. An account is written off when it is determined that all collection efforts have been exhausted. The Company does not accrue finance or interest charges on accounts receivable. An allowance for uncollectible patient receivables balances, including receivables from non-partner surgeons, is maintained at a level which the Company believes is adequate to absorb probable credit losses. |
Medical Supplies | Medical Supplies Medical supplies consist of various surgical supplies and medications and are carried at the lower of cost or market using the first-in, first-out method. The market value of inventories is determined based on the estimated selling price in the ordinary course of business less the estimated costs of sale, and a reasonable profit margin based on the effort required to sell the inventories. The Company had no write-downs in the carrying amounts of medical supplies inventories for the years ended December 31, 2016 or 2015 . |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Property under capital leases and the related obligation for future lease payments are initially recorded at an amount equal to the lesser of fair value of the property and equipment or the present value of the future lease payments. Leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the term of the lease. Maintenance and repairs are charged to expense when incurred. We evaluate our long-lived assets for possible impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the asset, or related group of assets, may not be recoverable from estimated future undiscounted cash flows expected to arise from their use and ultimate disposition. If the estimated future undiscounted cash flows are lower than the carrying amount of the assets, we determine the amount of impairment, if any, as the excess of the carrying amount of the long-lived asset over its estimated fair value. The fair value of the assets is estimated based on appraisals, established market values of comparable assets or internal estimates of discounted future net cash flows expected to result from the use and ultimate disposition of the asset. The estimates of these future cash flows are based on assumptions and projections we believe to be reasonable and supportable. They require our subjective judgments and take into account assumptions about revenue and expense growth rates. These assumptions may vary by type of facility and presume stable, improving or, in some cases, declining results at our medical facilities, depending on their specific operating circumstances. |
Goodwill and Intangibles | Goodwill and Intangibles Goodwill represents the excess of the cost of an acquired business over the acquisition-date fair value of the net identifiable assets acquired. Goodwill is reviewed for impairment on an annual basis or more frequently if events or circumstances indicate potential impairment. Such review is performed at the reporting unit level, whereby goodwill balances and identifiable assets and liabilities are assigned to a reporting unit to which they relate. For this purpose, the Company currently has two reporting units which are aligned with its business segments. The Company’s goodwill evaluation for each reporting unit is based on both qualitative and quantitative assessments regarding the fair value of goodwill relative to its carrying amount. The Company assesses qualitative factors to determine if the fair value of its reporting units is more likely than not to exceed its carrying amount, including goodwill. In the event the Company determines that it is more likely than not that a reporting unit’s fair value is lower than its carrying amount, quantitative testing is performed comparing carrying amount of the reporting unit to estimated fair value. Fair value estimates are based on appraisals, established market prices for comparable assets or internal estimates of discounted future net cash flows. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired. If the carrying amount exceeds the fair value, an impairment charge is recognized for the excess of the carrying amount of goodwill over its implied fair value. Indefinite-lived intangible assets consisting of trade names, trademarks, and Medicare and hospital licenses, are not amortizable; however, are evaluated for impairment on an annual basis. Intangible assets subject to amortization, which consist of non-compete agreements, lease contract intangibles, internally developed software, trade secret methodology and physician relationships, are carried at cost less accumulated amortization, which is calculated on a straight-line basis over the asset’s estimated useful life. |
Investments in Unconsolidated Affiliates | Investments in Unconsolidated Affiliates Investments in unconsolidated affiliates include the Company’s investments in non-marketable equity securities that do not represent a controlling financial interest in the investee. Such investment balances are included in the Company’s consolidated balance sheets in other long-term assets, and include investments accounted for using the equity and the cost method of accounting. Where the Company exercises significant influence over the investee, the Company accounts for its investment under the equity method of accounting. In other cases, the investments in unconsolidated affiliates are accounted for using the cost method of accounting. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors including, among others, representation on the investee’s board of directors, ability to participate in setting operating, financial and other policies of the investee, and ownership level. Under the equity method of accounting, the carrying amount of the investment is adjusted each reporting period for the Company’s pro rata share of investee’s earnings (which also are reflected in other (income) expense in the Company’s consolidated statements of earnings) and any distributions received. Cost-method investments are stated at cost, adjusted only to reflect any other-than-temporary impairment in value or return of the capital invested through a distribution or disposition. Earnings on cost-method investments, if any, are recognized in other expense (income) when dividends or other distributions of earnings are declared. Investments in unconsolidated affiliates are reviewed for impairment at least annually and any impairment loss that is other than temporary is recognized in the consolidated statements of earnings, with no future recovery in value recognized. |
Income Taxes | Income Taxes The tax expense for the period comprises current and deferred tax. Tax expense is recognized in the consolidated statement of operations, except to the extent that it relates to items recognized directly in equity. For items recognized directly in equity, the tax expense is also recognized in equity. The current income tax charge is calculated on the basis of the tax laws enacted at the balance sheet date in the countries where the Company’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit against which the temporary difference can be utilized will be available. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and unconsolidated affiliates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company annually evaluates tax positions to determine the need for any additional disclosures, de-recognition, classification, interest and penalties on income taxes and accounting for income tax estimates in interim periods. In assessing the need for a valuation allowance, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. |
Fair Value | Fair Value Certain financial instruments are reported at fair value on our consolidated balance sheets. Under fair value measurement accounting guidance, fair value is defined as the amount that would be received from the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants, (i.e., an exit price). To estimate an exit price, a three-level hierarchy is used. The fair value hierarchy prioritizes the inputs, which refer broadly to assumptions market participants would use in pricing an asset or a liability, into three levels. Level 1 inputs are unadjusted quoted prices in active markets for identical assets and liabilities and have the highest priority. Level 2 inputs are inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly (such as quoted prices for similar assets or liabilities). Level 3 inputs are unobservable inputs for the asset or liability and have the lowest priority (such as cash-flow assumptions formulated by management). The valuation techniques that may be used to measure fair value include a market approach, an income approach and a cost approach. A market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. An income approach uses valuation techniques to convert future cash flow amounts to a single present amount based on current market expectations, including present value techniques, option-pricing models and the excess earnings method. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). |
Leases | Leases Certain leases to which the Company is party as a lessee are classified as capital leases whenever the terms of the lease transfer to the Company substantially all of the risks and rewards of ownership. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated statement of operations on a straight-line basis over the period of the lease as rent expense. |
Foreign Currency | Foreign Currency The Company has no significant business operations outside the United States and, therefore, the functional currency and the local currency for its business operations is the U.S. Dollar (“USD”). The accompanying consolidated statements are also presented in USD, the Company’s reporting currency. From time to time monetary assets and liabilities may be denominated in foreign currency, and, if so, will be translated at the exchange rate in effect as of the balance sheet date, with resulting gains or losses included within the consolidated statement of operations. Revenues and expenses denominated in foreign currencies are translated into USD at the average foreign currency exchange rate for the period. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes all stock-based compensation to employees, including grants of employee stock options, in the consolidated financial statements based on their grant-date fair values. The Company values its stock options awarded using the Black-Scholes option pricing model. Restricted stock awards are valued at the grant-date closing market price. Stock-based compensation costs are recognized over the vesting period, which is the period during which the employee is required to provide service in exchange for the award. Occasionally, the Company issues stock-based awards to non-employees. The fair value of these option awards is estimated when the award recipient completes the contracted professional services. The Company recognizes expense for the estimated total value of the awards during the period from their issuance until performance completion, at which time the estimated expense is adjusted to the final value of the award as measured at performance completion. Because our non-employee stock options were issued with exercise prices denominated in Canadian Dollars, upon performance completion, their fair values are reclassified from equity to liabilities and remeasured to fair value each reporting period, with remeasurement gains and losses recognized in other income (expense) in our consolidated statements of operations. |
Net Income Per Common Share | Net Income per Common Share We calculate net income per common share by dividing net income available for common shareholders by the weighted average number of common shares outstanding during the period. Fully diluted income per share is computed using the weighted average number of common and potential common shares outstanding during the period. Potential common shares include those that may be issued upon redemption of units granted under the Company’s restricted stock unit and Share Option Plans. |
Segment Reporting | Segment Reporting The Company reports segment information based on how the chief operating decision maker, along with other members of management, organize and utilize financial and operational data in determining how to allocate resources and assess performance. Effective December 1, 2014, the Company’s business lines are classified into two reportable business segments which include a Medical Segment and a Marketing Segment. The Medical Segment provides the operation of hospitals, outpatient facilities and other related health care services. The Marketing Segment provides direct-to-consumer marketing efforts which educate patients on their healthcare options. Factoring activities are included in the Marketing Segment, as such activities only pertain to patient services that result from the Company’s Marketing Segment efforts. We evaluate performance based on income from operations of the respective business segments prior to the allocation of corporate office expenses. Transactions between segments are eliminated in consolidation. Our corporate office provides general and administrative and support services to our two revenue-generating segments. Management allocates costs between segments for selling, general and administrative expenses and depreciation expense. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (FASB) issued Account Standard Update (ASU) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . (Subtopic 205-40) This standard provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU No. 2014-15 is effective for fiscal years ending after December 15, 2016 and for interim and annual periods therein with early adoption permitted. The Company is currently assessing the timing of adoption of the new guidance, but does not expect it will have a material impact on the Company’s consolidated financial statements. The Company does not expect this ASU to have a material impact on our consolidated financial statements and related disclosures. 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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02") which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. The Company is currently evaluating the method of adoption and the impact of adopting ASU 2016-02 on its results of operations, cash flows and financial position. 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”). ASU 2016-08 amends a previously issued ASU released in 2014. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective in 2018. ASU 2016-08 addresses 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 ASU 2016-08 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 2016-09 is effective on January 1, 2017, with early adoption permitted. The transition method varies for each of the areas this 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 U.S. 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. In October 2016, the FASB issued ASU No. 2016-17, Interests Held through Related Parties That Are under Common Control . This standard modifies existing guidance with respect to how a decision maker that holds an indirect interest in a VIE through a common control party determines whether it is the primary beneficiary of the VIE as part of the analysis of whether the VIE would need to be consolidated. Under the ASU, a decision maker would need to consider only its proportionate indirect interest in the VIE held through a common control party. Previous guidance had required the decision maker to treat the common control party’s interest in the VIE as if the decision maker held the interest itself. As a result of the ASU, in certain cases, previous consolidation conclusions may change. The standard is effective January 1, 2017 with retrospective application to January 1, 2016. We do not expect this ASU to have a material impact on our consolidated financial statements and related disclosures. Recently Adopted Accounting Standards In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis that amends the current consolidation guidance. The amendments affect both the variable interest entity and voting interest entity consolidation models. The guidance must be applied using one of two retrospective application methods and will be effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The Company adopted this ASU in the first quarter of 2016. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03) which requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of related debt liability, consistent with debt discounts. Under the former accounting standards, such costs were recorded as an asset. On August 18, 2015, the FASB clarified that the guidance in ASU 2015-03 does not apply to line-of-credit arrangements. Accordingly, companies may continue to present debt issuance costs for line-of-credit arrangements as an asset and subsequently amortize the deferred debt costs ratably over the term of the arrangement. This new guidance is effective for annual reporting periods beginning after December 15, 2015. The Company adopted this ASU in the second quarter of 2015. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, requiring that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This ASU also requires an entity to present separately on the face of the income statement, or disclose in the notes to the financial statements, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This ASU is effective within annual periods beginning after December 15, 2015, including interim periods within that reporting period, and will be applied prospectively to measurement period adjustments that occur after the effective date of this ASU. The Company adopted this ASU in the third quarter of 2015. In November 2015, the FASB issued ASU No. 2015-17 Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , which simplifies the presentation of deferred income taxes. Under the new accounting standard, deferred tax assets and liabilities are required to be classified as noncurrent, eliminating the prior requirement to separate deferred tax assets and liabilities into current and noncurrent. The new guidance is effective for annual reporting periods beginning after December 15, 2016, with early adoption permitted. The standard may be adopted prospectively or retrospectively to all periods presented. The Company adopted this ASU in the fourth quarter of 2015. |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 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 ): October 28, 2016 Net assets acquired: Cash $ 261 Trade accounts receivable 3,472 Prepaid expenses and other current assets 188 Medical Supplies 191 Property and equipment 2,745 Other long-term assets 6 Goodwill 17,185 Intangible assets 1,700 Net assets acquired $ 25,748 Net liabilities assumed: Trade accounts payable $ 996 Accrued liabilities 273 Current portion of capital leases 472 Long-term portion of capital leases 666 Total liabilities assumed $ 2,407 Consideration: Cash $ 17,500 Stock issued 2,250 Convertible promissory note 2,250 Working capital adjustment 1,241 Earnout consideration 100 Total consideration $ 23,341 The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed during 2015 ( in thousands ): As of December 31, 2016 Net assets acquired: Cash $ 65 Trade accounts receivable 4,087 Other receivables 418 Prepaid expenses and other current assets 80 Medical Supplies 1,612 Property and equipment 28,373 Customer Relations 500 Other long-term assets 115 Tradename 160 Hospital license 36 Goodwill 23,945 Net assets acquired $ 59,391 Net liabilities assumed: Trade accounts payable $ 9,072 Accrued expenses 3,016 Unfavorable leases 3,583 Current portion of capital leases 5,775 Long-term portion of capital leases 13,807 Long-term portion of note payable 6,052 Debt 4,500 Total liabilities assumed $ 45,805 Consideration: Cash $ 6,765 Stock issued as consideration 650 Noncontrolling interest 4,339 Bargain purchase gain 1,733 Earn out consideration 99 Total consideration $ 13,586 |
Business Acquisition, Pro Forma Information | The following table shows our pro forma results for the year ended December 31, 2016 and 2015 ( in thousands, except per share amounts ): Year ended December 31, 2016 2015 Revenue $ 299,944 $ 253,624 Income from operations $ 13,135 $ 30,903 Net income attributable to noncontrolling interests $ 653 $ 10,216 Net income attributable to common stockholders $ 8,052 $ 52,868 Net income per basic common share $ 0.08 $ 0.77 |
Financial Instruments and Con35
Financial Instruments and Concentration (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Medical Segment | |
Schedule of Revenue by Major Customers by Reporting Segments | A summary of certain information about our payor concentration is as follows: MEDICAL SEGMENT PATIENT AND NET PROFESSIONAL FEE REVENUE BY PAYORS OF THE NOBILIS FACILITIES FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 Payors 2016 Patient and Net Professional Fee Revenue by Payor Mix 2015 Patient and Net Professional Fee Revenue by Payor Mix Private insurance and other private pay 96.6 % 95.5 % Workers compensation 3.0 % 4.1 % Medicare 0.4 % 0.4 % Total 100.0 % 100.0 % |
Marketing Segment | |
Schedule of Revenue by Major Customers by Reporting Segments | MARKETING SEGMENT PATIENT AND NET PROFESSIONAL FEE REVENUE BY PAYORS OF THE NOBILIS FACILITIES FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 Payors 2016 Patient and Net Professional Fee Revenue by Payor Mix 2015 Patient and Net Professional Fee Revenue by Payor Mix Private insurance and other private pay 100.0 % 100.0 % Workers compensation 0.0 % 0.0 % Medicare 0.0 % 0.0 % Total 100.0 % 100.0 % |
Trade Accounts Receivable (Tabl
Trade Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | A detail of trade accounts receivable, net as of December 31, 2016 and 2015 is as follows ( in thousands) : December 31, 2016 December 31, 2015 Trade accounts receivable $ 121,599 $ 95,114 Allowance for doubtful accounts (750 ) (5,165 ) Receivables transferred (309 ) (298 ) Receivables purchased 4,411 2,918 Trade accounts receivable, net $ 124,951 $ 92,569 A detail of allowance for doubtful accounts as of December 31, 2016 and 2015 is as follows (in thousands): Balance at Beginning of Period Costs and Expenses Recovery Write-offs, net (1) Balance at End of Period Allowance for doubtful accounts: Year ended December 31, 2016 $ (5,165 ) $ (750 ) $ 1,135 $ 4,030 $ (750 ) Year ended December 31, 2015 $ (1,384 ) $ (3,557 ) $ — $ (224 ) $ (5,165 ) (1) Adjudication of previously recorded allowance for doubtful accounts |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant, and equipment | Property and equipment, net consisted of the following as of December 31, 2016 and 2015 ( in thousands ): 2016 2015 Telephone equipment $ 374 $ 122 Computer hardware 1,863 780 Computer software 2,824 733 Furniture and office equipment 1,726 1,143 Medical equipment 28,158 23,482 Leasehold improvements 8,605 7,942 Building 12,520 12,520 Construction in progress 859 1,325 56,929 48,047 Less: accumulated depreciation (20,206 ) (12,744 ) Property and equipment, net $ 36,723 $ 35,303 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets at December 31, 2016 and 2015 consist of the following ( in thousands ): December 31, 2016 December 31, 2015 Historical Cost Additions Accumulated Amortization Accumulated Impairment Net Book Value Historical Cost Additions Accumulated Amortization Accumulated Impairment Net Book Value Finite Life Non-compete agreements $ 2,761 $ 200 $ 1,258 $ — $ 1,703 $ 2,761 $ — $ 993 $ — $ 1,768 Internally developed software 1,980 — 825 — 1,155 1,980 — 330 — 1,650 Trade secret methodology 5,620 — 1,170 — 4,450 5,620 — 468 — 5,152 Physician relationships 2,800 — 327 — 2,473 2,800 — 130 — 2,670 Customer relationships 500 — 66 — 434 — 500 24 — 476 Indefinite Life Tradenames 1,160 1,100 — — 2,260 1,000 160 — — 1,160 Trademark 5,610 — — — 5,610 5,610 — — — 5,610 Medicare license 8,498 — — 7,401 1,097 8,498 — — 7,401 1,097 Hospital license 36 400 — — 436 — 36 — — 36 Total $ 28,965 $ 1,700 $ 3,646 $ 7,401 $ 19,618 $ 28,269 $ 696 $ 1,945 $ 7,401 $ 19,619 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization of intangible assets for the five years and thereafter subsequent to December 31, 2016 is as follows ( in thousands ): Year ending December 31, 2017 $ 1,432 2018 1,415 2019 1,299 2020 936 2021 936 Thereafter 4,198 Total $ 10,216 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill Cost and Impairment Losses | The following tables provide information on changes in the carrying amount of goodwill, which is included in the accompanying consolidated balance sheets as of December 31, 2016 and 2015 ( in thousands ): December 31, 2016 December 31, 2015 Cost $ 200,461 $ 183,276 Accumulated impairment losses (138,443 ) (138,443 ) Total $ 62,018 $ 44,833 |
Schedule of Goodwill | Cost December 31, 2016 December 31, 2015 BALANCE - beginning of period $ 183,276 $ 160,032 AZ Vein business combination 17,185 — Deconsolidation of imaging centers and urgent care clinic — (701 ) Hermann Drive business combination, as adjusted — 16,039 Peak business combination, as adjusted — 974 Scottsdale Liberty business combination — 6,932 Total cost $ 200,461 $ 183,276 Accumulated impairment BALANCE - beginning of period $ (138,443 ) $ (138,443 ) Impairment charges during the period — — Total accumulated impairment $ (138,443 ) $ (138,443 ) |
Accrued Expenses and Other Cu40
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities and Other Liabilities [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 December 31, 2016 and 2015 ( in thousands ): 2016 2015 Accrued expenses: Accrued salaries and benefits $ 3,333 $ 5,309 Lab expense 5,402 — Other 21,410 11,339 Total accrued expenses $ 30,145 $ 16,648 Other current liabilities: Estimated amounts due to third party payors $ 6,286 $ 3,795 Other 1,275 1,230 Total other current liabilities $ 7,561 $ 5,025 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt at December 31, 2016 consisted of the following ( in thousands ): December 31, 2016 December 31, 2015 Lines of credit $ 15,000 $ 3,000 Term loan 52,500 23,275 Convertible promissory note 2,250 — Gross debt 69,750 26,275 Less: unamortized debt issuance costs (1,957 ) (563 ) Debt, net of unamortized debt issuance costs 67,793 25,712 Less: current maturities (2,220 ) (1,243 ) Long-term debt, net $ 65,573 $ 24,469 |
Schedule of Maturities of Long-term Debt | Future maturities of debt as of December 31, 2016 are as follows ( in thousands ): Year ending December 31, 2017 $ 2,625 2018 2,625 2019 7,500 2020 5,250 2021 51,750 Total $ 69,750 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases, Operating [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The minimum rental commitments under non-cancellable operating leases, with terms in excess of one year subsequent to December 31, 2016 , are as follows ( in thousands ): Year ending December 31, 2017 $ 11,776 2018 11,401 2019 10,951 2020 9,132 2021 9,002 Thereafter 49,222 Total future commitment 101,484 Less: minimum sublease income to be received (684 ) Total future commitment, net of sublease income $ 100,800 |
Capital Leases (Tables)
Capital Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases, Capital [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | The remaining minimum capital lease obligations, with terms in excess of one year subsequent to December 31, 2016 , are as follows ( in thousands ): Year ending December 31, 2017 $ 5,027 2018 2,679 2019 2,085 2020 1,888 2021 1,864 Thereafter 7,559 Total minimum rentals 21,102 Less amounts representing interest (4,730 ) Total Capital lease obligations $ 16,372 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The following table summarizes our assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015 , aggregated by the level in the fair value hierarchy within which those measurements fall ( in thousands ): Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total December 31, 2015: Warrant and stock option derivative liabilities $ — $ — $ 2,951 $ 2,951 Total $ — $ — $ 2,951 $ 2,951 December 31, 2016: Warrant and stock option derivative liabilities $ — $ — $ 902 $ 902 Total $ — $ — $ 902 $ 902 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 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 9.8 Granted 3,166,782 $ 4.13 9.5 Exercised (447,787 ) $ 1.13 Forfeited (372,213 ) $ 1.01 Outstanding at December 31, 2015 5,465,000 $ 2.97 9.2 Exercisable at December 31, 2015 2,129,522 $ 2.16 8.8 Outstanding at January 1, 2016 5,465,000 $ 2.97 9.2 Granted 4,357,075 $ 2.06 9.5 Exercised (1,283,750 ) $ 2.39 Forfeited (994,300 ) $ 3.45 Outstanding at December 31, 2016 7,544,025 $ 2.61 9.0 Exercisable at December 31, 2016 2,768,817 $ 2.45 8.6 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table below shows the assumptions used in the model for options awarded during the years ended December 31, 2016 and 2015 : 2016 2015 Expected price volatility 86% - 117% 113% - 122% Risk free interest rate 1.03% - 2.20% 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% - 5.0% Grant date fair value per share $1.41 - $2.41 $2.53 - $6.10 Grant date exercise price per share $1.92 - $2.82 $2.97 - $6.31 |
Warrants and Options Liabilit46
Warrants and Options Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Stockholders' Equity Note, 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 thereafter using the Black Scholes pricing model with the following inputs: Years ended December 31, 2016 2015 Risk free interest rate 0.26% - 0.62% 0.00% - 0.65% Expected life in years 0.25 - 1.15 0.25 - 2.0 Expected volatility 71% - 112% 71% - 96% Expected dividend yield 0 % 0 % |
Schedule of Stockholders' Equity Note, Warrants or Rights, Activity | The changes in fair value of the warrants and options liability during the years ended December 31, 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 — (9,050 ) Change in fair value recorded in earnings (2,106 ) (8,295 ) Balance at December 31, 2016 and 2015 $ 3 $ 2,109 |
Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award and Warrants or Rights | The following warrants and options were outstanding at December 31, 2016 : Exercise price in Cnd$ Number of warrants and options Remaining contractual life (years) 2015 Warrants Cnd$ 11.50 3,923,834 0.40 2015 Options Cnd$ 9.00 392,383 0.40 Outstanding and exercisable at December 31, 2016 4,316,217 |
Schedule of Stockholders' Equity Note, Option Awards, Valuation Assumptions | The estimated values of the option awards are determined using the Black Scholes pricing model with the following inputs: 2016 2015 Risk free interest rate 0.86% - 1.76% 0.26% - 1.85% Expected life in years 4 - 5 1 - 6 Expected volatility 99% - 118% 74% - 121% Expected dividend yield 0 % 0 % |
Schedule of Nonvested Share Activity | The changes fair value of the liability related to vested yet un-excersised options to non-employees during 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 (475 ) (690 ) Balance as of December 31, 2016 and 2015 $ 899 $ 841 |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | Changes in contingently redeemable noncontrolling interests follow (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 (2,928 ) (599 ) (3,527 ) Net income attributable to noncontrolling interests (68 ) 5,674 5,606 Total contingently redeemable noncontrolling interests at December 31, 2016 $ 397 $ 13,907 $ 14,304 |
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 ): December 31, 2016 December 31, 2015 Total cash and short term investments $ 3,445 $ 191 Total accounts receivable 18,845 8,660 Total other current assets 1,664 1,582 Total property and equipment 16,804 5,227 Total other assets 190 144 Total assets $ 40,948 $ 15,804 Total accounts payable $ 4,119 $ 2,286 Total other liabilities 5,263 7,059 Total accrued liabilities 11,538 2,664 Long term - capital lease 11,169 780 Noncontrolling interest (8,892 ) (1,488 ) Total liabilities $ 23,197 $ 11,301 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | A detail of the Company’s earnings per share is as follows ( in thousands except for share and per share amounts ): Year Ended December 31, 2016 2015 2014 Basic: Net income attributable to Nobilis Health Corp. $ 6,449 $ 50,840 $ 2,893 Weighted average common shares outstanding 76,453,128 67,015,387 46,517,815 Basic earnings per common share $ 0.08 $ 0.76 $ 0.06 Diluted: Net income attributable to Nobilis Health Corp. $ 6,449 $ 50,840 $ 2,893 Weighted average common shares outstanding 76,453,128 67,015,387 46,517,815 Dilutive effect of stock options, warrants, RSU's 1,109,367 8,217,396 1,202,754 Weighted average common shares outstanding assuming dilution 77,562,495 75,232,783 47,720,569 Diluted earnings per common share $ 0.08 $ 0.68 $ 0.06 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income (benefit) expense for the years-ended December 31, 2016 , 2015 and 2014 are as follows (in thousands): Deferred Current Total 2016 Federal $ 3,625 $ 23 $ 3,648 States and Local (242 ) 1,081 839 Foreign (259 ) — (259 ) Change in deferred tax asset valuation allowance 259 — 259 Total $ 3,383 $ 1,104 $ 4,487 2015 Federal $ 8,215 $ 509 $ 8,724 States and Local — 1,330 1,330 Foreign — — — Change in deferred tax asset valuation allowance (33,250 ) — (33,250 ) Total $ (25,035 ) $ 1,839 $ (23,196 ) 2014 Federal $ — $ — $ — States and Local — 480 480 Foreign — — — Change in deferred tax asset valuation allowance — — — Total $ — $ 480 $ 480 |
Schedule of Effective Income Tax Rate Reconciliation | Therefore, the Company reconciles the income before income taxes for U.S. tax purposes. 2016 2015 2014 Net income before income tax $ 11,589 $ 40,737 $ 16,450 US federal income tax rate 35 % 34 % 34 % Expected U.S. Federal income tax (recovery) 4,056 13,851 5,593 Permanent differences / discrete items (791 ) (1,873 ) 388 State income tax (net of federal benefit) 585 649 317 Valuation Allowance 259 (33,250 ) (4,566 ) Non-controlling interests 7 (4,106 ) (4,446 ) Others 371 1,533 3,194 Total income tax (benefit) expense $ 4,487 $ (23,196 ) $ 480 |
Schedule of Deferred Tax Assets and Liabilities | The table below sets forth the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities that are reported in our consolidated balance sheets (in thousands): 2016 2015 2014 Deferred tax assets (liabilities) : Goodwill and fixed assets $ 8,768 $ 12,047 $ 15,617 Intangibles 785 797 1,070 Net operating loss carryforwards - U.S. 6,014 5,300 13,814 Interest carry-forward 1,405 1,351 1,351 Net operating loss carryforwards - Foreign 7,663 7,404 8,153 Allowance for bad debts 265 1,531 373 Equity compensation 4,074 2,479 275 Accrued bonus 325 1,020 — Accrued to cash - 481a (532 ) — — Other 16 — — AMT credit 532 509 — Valuation allowance (7,663 ) (7,403 ) (40,653 ) Net deferred tax assets $ 21,652 $ 25,035 $ — |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | A summary of the business segment information for 2016 and 2015 ( in thousands ): Years ended December 31, 2016 Medical Marketing Corporate Total Revenues $ 264,642 $ 21,102 $ — $ 285,744 Operating expenses 227,439 17,348 — 244,787 Corporate expenses — — 30,919 30,919 Income (loss) from operations 37,203 3,754 (30,919 ) 10,038 Change in fair value of warrant and option liabilities — — (2,580 ) (2,580 ) Interest expense 1,331 5 2,663 3,999 Other expense (income) (2,367 ) (353 ) (250 ) (2,970 ) Income (loss) before income taxes $ 38,239 $ 4,102 $ (30,752 ) $ 11,589 Other data: Depreciation and amortization expense $ 6,716 $ 1,823 $ 293 $ 8,832 Income tax expense $ 1,067 $ 155 $ 3,265 $ 4,487 Intangible assets, net $ 6,884 $ 12,734 $ — $ 19,618 Goodwill $ 43,007 $ 19,011 $ — $ 62,018 Capital expenditures $ 9,902 $ — $ 473 $ 10,375 Total assets $ 214,294 $ 44,942 $ 46,199 $ 305,435 Total liabilities $ 69,753 $ 6,059 $ 73,144 $ 148,956 Stock consideration given in conjunction with acquisitions $ 2,250 $ — $ — $ 2,250 Convertible promissory note $ 2,250 $ — $ — $ 2,250 Year ended December 31, 2015 Medical Marketing Corporate Total Revenues $ 205,730 $ 23,486 $ — $ 229,216 Operating expenses 145,835 19,885 — 165,720 Corporate expenses — — 31,846 31,846 Income (loss) from operations 59,895 3,601 (31,846 ) 31,650 Interest expense 351 54 1,192 1,597 Change in fair value of warrant and option liabilities — — (8,985 ) (8,985 ) Bargain purchase (1,733 ) — — (1,733 ) Other expense (income) 488 236 (690 ) 34 Income before income taxes $ 60,789 $ 3,311 $ (23,363 ) $ 40,737 Other data: Depreciation and amortization expense $ 3,403 $ 1,128 $ 156 $ 4,687 Income tax expense $ 898 $ 238 $ 703 $ 1,839 Intangible assets, net $ 5,462 $ 14,157 $ — $ 19,619 Goodwill $ 25,822 $ 19,011 $ — $ 44,833 Capital expenditures $ 3,653 $ 249 $ 478 $ 4,380 Total assets $ 151,324 $ 42,159 $ 48,544 $ 242,027 Total liabilities $ 56,407 $ 3,827 $ 35,716 $ 95,950 Non-cash deconsolidation of property and equipment $ 2,828 $ — $ — $ 2,828 Non-cash deconsolidation of goodwill $ 701 $ — $ — $ 701 Stock consideration given in conjunction with acquisitions $ — $ 650 $ — $ 650 Athas settlement in lieu of contingent shares $ — $ 5,685 $ — $ 5,685 |
Supplemental Financial Inform51
Supplemental Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following table presents certain quarterly statement of earnings data for the years ended December 31, 2016 and 2015. The quarterly statement of earnings data set forth below was derived from the Company’s unaudited financial statements and includes all adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair presentation thereof. Results of operations for any particular quarter are not necessarily indicative of results of operations for a full year or predictive of future periods. Year ended December 31, 2016 First Second Third Fourth Revenues $ 51,273 $ 61,871 $ 70,683 $ 101,917 Operating income (loss) $ (9,694 ) $ 55 $ (1,101 ) $ 20,778 Net income (loss) $ (6,764 ) $ 2,515 $ (2,263 ) $ 13,614 Net income (loss) attributable to noncontrolling $ (1,799 ) $ (2,291 ) $ 496 $ 4,247 Net income (loss) attributable to Nobilis Health Corp. $ (4,965 ) $ 4,806 $ (2,759 ) $ 9,367 Net income (loss) per common share attributable to Nobilis Health Corp. Basic $ (0.07 ) $ 0.06 $ (0.04 ) $ 0.12 Diluted $ (0.07 ) $ 0.06 $ (0.04 ) $ 0.12 Total Assets $ 228,167 $ 232,940 $ 240,983 $ 305,435 Year ended December 31, 2015 First Second Third Fourth Revenues, net $ 37,851 $ 48,867 $ 52,483 $ 90,015 Operating income (loss) $ 3,883 $ 1,136 $ 3,051 $ 23,580 Net income (loss) $ 15 $ 3,379 $ 13,318 $ 47,221 Net income (loss) attributable to noncontrolling $ 4,497 $ 3,745 $ 2,375 $ 2,476 Net income (loss) attributable to Nobilis Health Corp $ (4,482 ) $ (366 ) $ 10,943 $ 44,745 Net income (loss) per common share attributable to Nobilis Health Corp Basic $ (0.07 ) $ (0.01 ) $ 0.15 $ 0.61 Diluted $ (0.07 ) $ (0.01 ) $ 0.14 $ 0.58 Total Assets $ 104,480 $ 153,518 $ 105,332 $ 242,027 |
Summary of Significant Accoun52
Summary of Significant Accounting Policies - (Narrative) (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2016USD ($)reporting_unit | Dec. 31, 2015USD ($) | |
Accounting Policies [Abstract] | ||
Summary Of Significant Accounting Policies 1 | 50.00% | |
Summary Of Significant Accounting Policies 2 | $ | $ 43.8 | $ 35 |
Number of reporting units | reporting_unit | 2 |
Business Acquisitions - (Narrat
Business Acquisitions - (Narrative) (Details) $ in Thousands | Oct. 28, 2016USD ($)surgery_center | Oct. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||
Goodwill | $ 62,018 | $ 44,833 | ||
AZ Vein | ||||
Business Acquisition [Line Items] | ||||
Number of properties acquired | surgery_center | 4 | |||
Purchase price | $ 22,000 | |||
Cash to acquire | 17,500 | |||
Convertible promissory note | 2,250 | |||
Goodwill | 17,185 | |||
Revenue since acquisition date | 2,800 | |||
Net income since acquisition date | 300 | |||
Transaction costs | 300 | |||
2015 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Purchase price | 13,600 | |||
Goodwill | $ 23,945 | 23,900 | ||
Assets acquired | 35,500 | |||
Liabilities assumed | $ 45,800 | |||
Common Stock | AZ Vein | ||||
Business Acquisition [Line Items] | ||||
Convertible promissory note | 2,250 | |||
Convertible note | AZ Vein | ||||
Business Acquisition [Line Items] | ||||
Convertible promissory note | 2,250 | $ 2,300 | ||
Earn-out Arrangement | AZ Vein | ||||
Business Acquisition [Line Items] | ||||
Contingent liability | 100 | |||
Contingent Cash Holdback | AZ Vein | ||||
Business Acquisition [Line Items] | ||||
Contingent liability | $ 1,100 | $ 1,100 | ||
Percentage of contingent liability paid in 12 months from acquisition | 50.00% |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Fair Value of Identifiable Assets (Details) - USD ($) $ in Thousands | Oct. 28, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Net assets acquired: | ||||
Goodwill | $ 62,018 | $ 44,833 | ||
Net liabilities assumed: | ||||
Stock consideration given in conjunction with acquisitions | $ 2,250 | 650 | $ 0 | |
AZ Vein | ||||
Net assets acquired: | ||||
Cash | 261 | |||
Trade accounts receivable | 3,472 | |||
Prepaid expenses and other current assets | 188 | |||
Medical Supplies | 191 | |||
Property and equipment | 2,745 | |||
Other long-term assets | 6 | |||
Goodwill | 17,185 | |||
Intangible assets | 1,700 | |||
Net assets acquired | 25,748 | |||
Net liabilities assumed: | ||||
Trade accounts payable | 996 | |||
Accrued expenses | 273 | |||
Current portion of capital leases | 472 | |||
Long-term portion of capital leases | 666 | |||
Total liabilities assumed | 2,407 | |||
Cash, net of cash acquired | 17,500 | |||
Stock consideration given in conjunction with acquisitions | 2,250 | |||
Convertible promissory note | 2,250 | |||
Working capital adjustment | 1,241 | |||
Earn out consideration | 100 | |||
Total consideration | $ 23,341 | |||
2015 Acquisitions | ||||
Net assets acquired: | ||||
Cash | 65 | |||
Trade accounts receivable | 4,087 | |||
Other receivables | 418 | |||
Prepaid expenses and other current assets | 80 | |||
Medical Supplies | 1,612 | |||
Property and equipment | 28,373 | |||
Customer Relations | 500 | |||
Other long-term assets | 115 | |||
Tradename | 160 | |||
Hospital license | 36 | |||
Goodwill | 23,945 | $ 23,900 | ||
Net assets acquired | 59,391 | |||
Net liabilities assumed: | ||||
Trade accounts payable | 9,072 | |||
Accrued expenses | 3,016 | |||
Unfavorable leases | 3,583 | |||
Current portion of capital leases | 5,775 | |||
Long-term portion of capital leases | 13,807 | |||
Long-term portion of note payable | 6,052 | |||
Debt | 4,500 | |||
Total liabilities assumed | 45,805 | |||
Cash, net of cash acquired | 6,765 | |||
Stock issued as consideration | 650 | |||
Noncontrolling interest | 4,339 | |||
Bargain purchase gain | 1,733 | |||
Earn out consideration | 99 | |||
Total consideration | $ 13,586 |
Business Acquisitions - Pro For
Business Acquisitions - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | ||
Revenue | $ 299,944 | $ 253,624 |
Income from operations | 13,135 | 30,903 |
Net income attributable to noncontrolling interests | 653 | 10,216 |
Net income attributable to common stockholders | $ 8,052 | $ 52,868 |
Net income per basic common share (in dollars per share) | $ 0.08 | $ 0.77 |
Investments in Associates - Inv
Investments in Associates - Investments (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)businesshospital | Mar. 31, 2015imaging_centerclinic | Mar. 31, 2014 | |
Group of Pioneers Diagnostics | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage, equity method | 40.00% | ||||
Athas Investments, Elite Orthopedic and Spine Surgery Center LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage, cost method | 87.50% | ||||
Athas Investments, Elite Sinus Spine and Ortho LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage, cost method | 15.70% | ||||
Athas Investments, Elite Hospital Management LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage, cost method | 10.70% | ||||
Athas Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Cost method investments carrying value | $ 0.7 | ||||
Loss in cost method investments | $ 0.7 | ||||
Spring Northwest Management, LLC, Spring Northwest Operating, LLC, Willowbrook Imaging, LLC, GRIP Medical Diagnostics, LLC and KIRPA Holdings, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Cost method investments carrying value | 0.7 | ||||
Loss in cost method investments | $ 0.7 | ||||
Loss on revaluation of investment | 0.8 | ||||
Other Expense | Group of Pioneers Diagnostics | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method impairment charge | 0.2 | ||||
Other Expense | Athas Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Cost method impairment charge | 0.7 | ||||
Other Expense | Spring Northwest Management, LLC, Spring Northwest Operating, LLC, Willowbrook Imaging, LLC, GRIP Medical Diagnostics, LLC and KIRPA Holdings, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Cost method impairment charge | $ 0.7 | $ 0.8 | |||
Athas Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of businesses acquired | business | 2 | ||||
Number of properties acquired | hospital | 1 | ||||
Imaging Centers | Spring Northwest Management, LLC, Spring Northwest Operating, LLC, Willowbrook Imaging, LLC, GRIP Medical Diagnostics, LLC and KIRPA Holdings, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of properties deconsolidated | imaging_center | 2 | ||||
Urgent Care Clinic | Spring Northwest Management, LLC, Spring Northwest Operating, LLC, Willowbrook Imaging, LLC, GRIP Medical Diagnostics, LLC and KIRPA Holdings, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of properties deconsolidated | clinic | 1 |
Investments in Associates - (Na
Investments in Associates - (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | |
Schedule of Investments [Abstract] | |||
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 Con58
Financial Instruments and Concentration - Schedule of Revenue by Major Customers by Reporting Segments (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Medical Segment | ||
Segment Reporting Information [Line Items] | ||
Private insurance and other private pay | 96.60% | 95.50% |
Workers compensation | 3.00% | 4.10% |
Medicare | 0.40% | 0.40% |
Total | 100.00% | 100.00% |
Marketing Segment | ||
Segment Reporting Information [Line Items] | ||
Private insurance and other private pay | 100.00% | 100.00% |
Workers compensation | 0.00% | 0.00% |
Medicare | 0.00% | 0.00% |
Total | 100.00% | 100.00% |
Financial Instruments and Con59
Financial Instruments and Concentration - (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments And Concentration 1 | 96.00% |
Financial Instruments And Concentration 2 | 89.00% |
Trade Accounts Receivable - Sch
Trade Accounts Receivable - Schedule of Accounts, Notes, Loans and Financing Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Receivables [Abstract] | ||
Trade accounts receivable | $ 121,599 | $ 95,114 |
Allowance for doubtful accounts | (750) | (5,165) |
Receivables transferred | (309) | (298) |
Receivables purchased | 4,411 | 2,918 |
Trade accounts receivable, net | $ 124,951 | $ 92,569 |
Trade Accounts Receivable - (Na
Trade Accounts Receivable - (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)d | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Trade Accounts Receivable, Net 2 | $ 800,000 | $ 3,600,000 | $ 0 |
Trade Accounts Receivable, Net 3 | 300,000 | 300,000 | |
Trade Accounts Receivable, Net 5 | 600,000 | 1,700,000 | 1,000,000 |
Trade Accounts Receivable, Net 7 | $ 5,200,000 | 7,600,000 | 7,300,000 |
Trade Accounts Receivable, Net 10 | 100.00% | ||
Trade Accounts Receivable, Net 11 | $ 15,800,000 | 11,500,000 | 1,600,000 |
Trade Accounts Receivable, Net 13 | 8,700,000 | 6,600,000 | $ 900,000 |
Trade Accounts Receivable, Net 15 | $ 4,411,000 | $ 2,918,000 | |
Minimum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Trade Accounts Receivable, Net 9 | d | 30 | ||
Maximum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Trade Accounts Receivable, Net 9 | d | 45 |
Trade Accounts Receivable - All
Trade Accounts Receivable - Allowance for Doubtful Accounts Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance at Beginning of Period | $ (5,165) | $ (1,384) |
Costs and Expenses | (750) | (3,557) |
Recovery | 1,135 | 0 |
Write-offs, net | 4,030 | (224) |
Balance at End of Period | $ (750) | $ (5,165) |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Telephone equipment | $ 374 | $ 122 |
Computer hardware | 1,863 | 780 |
Computer software | 2,824 | 733 |
Furniture and office equipment | 1,726 | 1,143 |
Medical equipment | 28,158 | 23,482 |
Leasehold improvements | 8,605 | 7,942 |
Building | 12,520 | 12,520 |
Construction in progress | 859 | 1,325 |
Property and equipment | 56,929 | 48,047 |
Less: accumulated depreciation | (20,206) | (12,744) |
Property and equipment, net | $ 36,723 | $ 35,303 |
Property and Equipment - (Narra
Property and Equipment - (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Property And Equipment, Net 1 | $ 7.1 | $ 3.7 | $ 1.6 |
- Schedule of Finite-Lived Inta
- Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Total | ||
Historical Cost | $ 28,965 | $ 28,269 |
Additions | 1,700 | 696 |
Accumulated Amortization | 3,646 | 1,945 |
Accumulated Impairment | 7,401 | 7,401 |
Net Book Value | 19,618 | 19,619 |
Tradenames | ||
Indefinite Life | ||
Historical Cost | 1,160 | 1,000 |
Additions | 1,100 | 160 |
Accumulated Impairment | 0 | 0 |
Accumulated Impairment | 0 | 0 |
Net Book Value | 2,260 | 1,160 |
Trademark | ||
Indefinite Life | ||
Historical Cost | 5,610 | 5,610 |
Additions | 0 | 0 |
Accumulated Impairment | 0 | 0 |
Accumulated Impairment | 0 | 0 |
Net Book Value | 5,610 | 5,610 |
Medicare license | ||
Indefinite Life | ||
Historical Cost | 8,498 | 8,498 |
Additions | 0 | 0 |
Accumulated Impairment | 0 | 0 |
Accumulated Impairment | 7,401 | 7,401 |
Net Book Value | 1,097 | 1,097 |
Hospital license | ||
Indefinite Life | ||
Historical Cost | 36 | 0 |
Additions | 400 | 36 |
Accumulated Impairment | 0 | 0 |
Accumulated Impairment | 0 | 0 |
Net Book Value | 436 | 36 |
Non-compete agreements | ||
Finite Life | ||
Historical Cost | 2,761 | 2,761 |
Additions | 200 | 0 |
Accumulated Amortization | 1,258 | 993 |
Accumulated Impairment | 0 | 0 |
Net Book Value | 1,703 | 1,768 |
Internally developed software | ||
Finite Life | ||
Historical Cost | 1,980 | 1,980 |
Additions | 0 | 0 |
Accumulated Amortization | 825 | 330 |
Accumulated Impairment | 0 | 0 |
Net Book Value | 1,155 | 1,650 |
Trade secret methodology | ||
Finite Life | ||
Historical Cost | 5,620 | 5,620 |
Additions | 0 | 0 |
Accumulated Amortization | 1,170 | 468 |
Accumulated Impairment | 0 | 0 |
Net Book Value | 4,450 | 5,152 |
Physician relationships | ||
Finite Life | ||
Historical Cost | 2,800 | 2,800 |
Additions | 0 | 0 |
Accumulated Amortization | 327 | 130 |
Accumulated Impairment | 0 | 0 |
Net Book Value | 2,473 | 2,670 |
Customer relationships | ||
Finite Life | ||
Historical Cost | 500 | 0 |
Additions | 0 | 500 |
Accumulated Amortization | 66 | 24 |
Accumulated Impairment | 0 | 0 |
Net Book Value | $ 434 | $ 476 |
Intangible Assets - (Narrative)
Intangible Assets - (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible Assets 1 | $ 1.7 | $ 0.9 | $ 0.2 |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 1,432 |
2,018 | 1,415 |
2,019 | 1,299 |
2,020 | 936 |
2,021 | 936 |
Thereafter | 4,198 |
Total | $ 10,216 |
Goodwill - Goodwill Cost and Im
Goodwill - Goodwill Cost and Impairment Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Cost | $ 200,461 | $ 183,276 |
Accumulated impairment losses | (138,443) | (138,443) |
Total | $ 62,018 | $ 44,833 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
BALANCE - beginning of period | $ 183,276 | $ 160,032 |
AZ Vein business combination | 17,185 | 0 |
Deconsolidation of imaging centers and urgent care clinic | 0 | (701) |
Hermann Drive business combination, as adjusted | 0 | 16,039 |
Peak business combination, as adjusted | 0 | 974 |
Scottsdale Liberty business combination | 0 | 6,932 |
Total cost | 200,461 | $ 183,276 |
Goodwill Impairment [Roll Forward] | ||
BALANCE - beginning of period | (138,443) | |
Impairment charges during the period | 0 | |
Total accumulated impairment | $ (138,443) |
Accrued Expenses and Other Cu70
Accrued Expenses and Other Current Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued salaries and benefits | $ 3,333 | $ 5,309 |
Lab expense | 5,402 | 0 |
Other | 21,410 | 11,339 |
Total accrued expenses | 30,145 | 16,648 |
Estimated amounts due to third party payors | 6,286 | 3,795 |
Other | 1,275 | 1,230 |
Total other current liabilities | $ 7,561 | $ 5,025 |
Other Long-Term Liabilities - (
Other Long-Term Liabilities - (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2016 | |
Other Liabilities, Noncurrent [Abstract] | ||
Other Long-term Liabilities 1 | $ 4 | |
Other Long-term Liabilities 2 | 3.1 | |
2,017 | 0.4 | |
2,018 | 0.3 | |
2,019 | 0.3 | |
2,020 | 0.3 | |
2,021 | 0.3 | |
Thereafter | $ 1.9 | |
Holdback liability | $ 0.5 |
Debt - (Narrative) (Details)
Debt - (Narrative) (Details) | Oct. 28, 2016USD ($) | Aug. 19, 2016USD ($) | Aug. 01, 2016USD ($) | Jul. 31, 2016 | May 18, 2016USD ($) | Mar. 31, 2016USD ($) | Jul. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Mar. 03, 2017 | Aug. 18, 2016USD ($) |
Debt Instrument [Line Items] | |||||||||||
Debt 1 | $ 25,000,000 | $ 20,000,000 | |||||||||
Debt 2 | 4.00% | ||||||||||
Debt 3 | 0.70% | ||||||||||
Debt 4 | 100.00% | ||||||||||
Debt 5 | $ 0 | ||||||||||
Debt 6 | $ 4,500,000 | ||||||||||
Debt 7 | 4.00% | ||||||||||
Debt 9 | $ 5,000,000 | ||||||||||
Debt 10 | 15,000,000 | ||||||||||
Debt 11 | 4.00% | ||||||||||
Debt 12 | $ 1,500,000 | ||||||||||
Debt 13 | $ 5,000,000 | ||||||||||
Debt 14 | $ 2,000,000 | ||||||||||
Debt 15 | 7 | ||||||||||
Debt 16 | 7.05 | ||||||||||
Debt 17 | 3.05 | ||||||||||
Debt 18 | $ 3,000,000 | ||||||||||
Debt 19 | 4.00% | ||||||||||
Outstanding balance | 0 | ||||||||||
Debt 20 | 52,500,000 | ||||||||||
Debt issuance costs | 800,000 | ||||||||||
Legacy Bank Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt 8 | 0 | ||||||||||
Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 36,600,000 | $ 30,600,000 | |||||||||
Debt instrument term | 5 years | ||||||||||
Debt outstanding | $ 0 | ||||||||||
Secured Debt | Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||||||
Revolving Credit Facility | Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 11,600,000 | ||||||||||
Compass Bank | Compass Bank Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Consolidated fixed charge ratio | 2 | ||||||||||
Compass Bank | Secured Debt | Compass Bank Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 52,500,000 | ||||||||||
Effective rate | 4.40% | ||||||||||
Maximum additional borrowing capacity | 50,000,000 | ||||||||||
Compass Bank | Revolving Credit Facility | Compass Bank Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||||||
Effective rate | 4.43% | ||||||||||
Minimum | LIBOR | Compass Bank | Secured Debt | Compass Bank Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate percentage | 3.00% | ||||||||||
Maximum | LIBOR | Compass Bank | Secured Debt | Compass Bank Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate percentage | 3.75% | ||||||||||
Period One | Compass Bank | Compass Bank Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Consolidated leverage ratio | 2.75 | ||||||||||
Period Two | Compass Bank | Compass Bank Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Consolidated leverage ratio | 2.50 | ||||||||||
Period Three | Compass Bank | Compass Bank Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Consolidated leverage ratio | 2.25 | ||||||||||
Period Four | Compass Bank | Compass Bank Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Consolidated leverage ratio | 2 | ||||||||||
Convertible note | Convertible Promissory Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 2,250,000 | ||||||||||
Interest rate | 5.00% | ||||||||||
Subsequent Event | Period One | Compass Bank | Compass Bank Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Consolidated leverage ratio | 3.75 | ||||||||||
Subsequent Event | Period Two | Compass Bank | Compass Bank Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Consolidated fixed charge ratio | 1.15 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Lines of credit | $ 15,000 | $ 3,000 |
Term loan | 52,500 | 23,275 |
Convertible promissory note | 2,250 | 0 |
Gross debt | 69,750 | 26,275 |
Less: unamortized debt issuance costs | (1,957) | (563) |
Debt, net of unamortized debt issuance costs | 67,793 | 25,712 |
Less: current maturities | (2,220) | (1,243) |
Long-term debt, net | $ 65,573 | $ 24,469 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Debt Disclosure [Abstract] | |
2,017 | $ 2,625 |
2,018 | 2,625 |
2,019 | 7,500 |
2,020 | 5,250 |
2,021 | 51,750 |
Total | $ 69,750 |
Operating Leases - Schedule of
Operating Leases - Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Leases, Operating [Abstract] | |
2,017 | $ 11,776 |
2,018 | 11,401 |
2,019 | 10,951 |
2,020 | 9,132 |
2,021 | 9,002 |
Thereafter | 49,222 |
Total future commitment | 101,484 |
Less: minimum sublease income to be received | (684) |
Total future commitment, net of sublease income | $ 100,800 |
Operating Leases - (Narrative)
Operating Leases - (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Leases, Operating [Abstract] | |||
Operating Leases 1 | $ 11 | $ 9.1 | $ 3.5 |
Capital Leases - Schedule of Fu
Capital Leases - Schedule of Future Minimum Lease Payments for Capital Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Leases, Capital [Abstract] | |
2,017 | $ 5,027 |
2,018 | 2,679 |
2,019 | 2,085 |
2,020 | 1,888 |
2,021 | 1,864 |
Thereafter | 7,559 |
Total minimum rentals | 21,102 |
Less amounts representing interest | (4,730) |
Total Capital lease obligations | $ 16,372 |
Capital Leases - (Narrative) (D
Capital Leases - (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Capital Leased Assets [Line Items] | |||
Capital Leases 3 | $ 3.7 | $ 1.7 | |
Medical equipment | |||
Capital Leased Assets [Line Items] | |||
Capital leased asset | $ 11 | $ 8.4 | $ 0.7 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | ||
Warrant and stock option derivative liabilities, Level 1 | $ 0 | $ 0 |
Warrant and stock option derivative liabilities, Level 2 | 0 | 0 |
Warrant and stock option derivative liabilities, Level 3 | 902 | 2,951 |
Warrant and stock option derivative liabilities, Total | 902 | 2,951 |
Total, Level 1 | 0 | 0 |
Total, Level 2 | 0 | 0 |
Total, Level 3 | 902 | 2,951 |
Total | $ 902 | $ 2,951 |
Shareholders' Equity - (Narrati
Shareholders' Equity - (Narrative) (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2015USD ($)shares | May 31, 2015USD ($)$ / sharesshares | May 31, 2015CAD / shares | Dec. 31, 2016shares | Dec. 31, 2015shares | |
Class of Stock [Line Items] | |||||
Shareholders Equity 1 | 77,805,014 | 73,675,979 | |||
Shareholders Equity 40 | 7,847,668 | ||||
Shareholders Equity 41 | CAD / shares | CAD 9 | ||||
Shareholders Equity 42 | $ / shares | $ 7.46 | ||||
Conversion ratio | 0.5 | ||||
Shareholders Equity 43 | CAD / shares | 11.50 | ||||
Shareholders Equity 44 | $ / shares | $ 9.54 | ||||
Shareholders Equity 45 | $ | $ 28.4 | ||||
Shareholders Equity 46 | $ | $ 1.9 | ||||
Shareholders Equity 47 | 392,383 | ||||
Shareholders Equity 48 | CAD / shares | CAD 9 | ||||
Shareholders Equity 49 | $ / shares | $ 7.46 | ||||
Shareholders Equity 35 | 836,029 | ||||
Shareholders Equity 36 | $ | $ 2.7 | ||||
Shareholders Equity 37 | $ | $ 1.7 | ||||
Shareholders Equity 38 | 3,830,638 | ||||
Shareholders Equity 39 | $ | $ 5.7 | ||||
Unregistered Common Shares | |||||
Class of Stock [Line Items] | |||||
Shares issued (in shares) | 750,000 |
Share Based Compensation - (Nar
Share Based Compensation - (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)dyrshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share Based Compensation 1 | d | 90 | ||
Share Based Compensation 2 | $ | $ 4,500,000 | ||
Share Based Compensation 3 | $ | $ 0 | $ 5,400,000 | $ 300,000 |
Share Based Compensation 4 | 0 | 2,000,000 | |
Share Based Compensation 7 | yr | 10 | ||
Share Based Compensation 8 | d | 90 | ||
Share Based Compensation 9 | 20.00% | ||
Share Based Compensation 10 | 4,357,075 | ||
Share Based Compensation 11 | 422,075 | ||
Share Based Compensation 17 | 8,000,000 | ||
Share Based Compensation 18 | 710,000 | ||
Share Based Compensation 19 | 650,000 | ||
Share Based Compensation 20 | $ | $ 1,600,000 | $ 2,100,000 | |
Share Based Compensation 21 | $ | 800,000 | ||
Share Based Compensation 22 | $ | 1,400,000 | ||
Share Based Compensation 23 | $ | $ 6,000,000 | $ 6,100,000 | $ 700,000 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares granted (in shares) | 0 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares forfeited (in shares) | 994,300 | ||
Stock Options | Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share Based Compensation 13 | 150,000 | ||
Vesting period | 2 years | ||
Stock Options | Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Share Based Compensation 14 | 3,785,000 | ||
Options To Non-employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options in exercisable (in shares) | 550,000 |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Shares Underlying Options | ||
Beginning balance (in shares) | 5,465,000 | 3,118,218 |
Granted (in shares) | 4,357,075 | 3,166,782 |
Exercised (in shares) | (1,283,750) | (447,787) |
Forfeited (in shares) | (994,300) | (372,213) |
Ending balance (in shares) | 7,544,025 | 5,465,000 |
Exercisable (in shares) | 2,768,817 | 2,129,522 |
Weighted- Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 2.97 | $ 1.45 |
Granted (in dollars per share) | 2.06 | 4.13 |
Exercised (in dollars per share) | 2.39 | 1.13 |
Forfeited (in dollars per share) | 3.45 | 1.01 |
Ending balance (in dollars per share) | 2.61 | 2.97 |
Exercisable (in dollars per share) | $ 2.45 | $ 2.16 |
Weighted-Average Remaining Life, Beginning outstanding | 9 years 2 months 12 days | 9 years 9 months 18 days |
Weighted-Average Remaining Life, Granted | 9 years 6 months | 9 years 6 months |
Weighted-Average Remaining Life, Ending outstanding | 9 years | 9 years 2 months 12 days |
Weighted-Average Remaining Life, Exercisable | 8 years 7 months 6 days | 8 years 9 months 18 days |
Share Based Compensation - Sc83
Share Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected price volatility, min | 86.00% | 113.00% |
Expected price volatility, max | 117.00% | 122.00% |
Risk free interest rate, min | 1.03% | 1.34% |
Risk free interest rate, max | 2.20% | 1.87% |
Expected annual dividend yield | 0.00% | 0.00% |
Expected option term, min | 5 years | 5 years |
Expected option term, max | 6 years | 6 years |
Expected forfeiture rate, min | 0.50% | 1.30% |
Expected forfeiture rate, max | 11.60% | 5.00% |
Grant date fair value per share (in dollars per share) | $ 1.41 | $ 2.53 |
Grant date fair value per share (in dollars per share) | 2.41 | 6.10 |
Grant date exercise price per share (in dollars per share) | 1.92 | 2.97 |
Grant date exercise price per share (in dollars per share) | $ 2.82 | $ 6.31 |
Warrants and Options Liabilit84
Warrants and Options Liabilities - Schedule of Stockholders' Equity Note, Warrants or Rights, Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Risk free interest rate, min | 0.26% | 0.00% |
Risk free interest rate, max | 0.62% | 0.65% |
Expected life in years, min | 3 months | 3 months |
Expected life in years, max | 1 year 1 month 25 days | 2 years |
Expected volatility, min | 71.00% | 71.00% |
Expected volatility, max | 112.00% | 96.00% |
Expected dividend yield | 0.00% | 0.00% |
Warrants and Options Liabilit85
Warrants and Options Liabilities - Schedule of Stockholders' Equity Note, Warrants or Rights, Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrant And Option Liability [Roll Forward] | ||
Balance at beginning of year | $ 2,109 | $ 6,657 |
Issuance of warrants and options | 0 | 12,797 |
Transferred to equity upon exercise | 0 | (9,050) |
Change in fair value recorded in earnings | (2,106) | (8,295) |
Balance at December 31, 2016 and 2015 | $ 3 | $ 2,109 |
Warrants and Options Liabilit86
Warrants and Options Liabilities - Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award and Warrants or Rights[Table Text Block] (Details) | 12 Months Ended |
Dec. 31, 2016CAD / sharesshares | |
Warrants and Rights Note Disclosure [Abstract] | |
Exercise price in Cnd$, 2015 Warrants (in Canadian dollars per share) | CAD / shares | CAD 11.5 |
Exercise price in Cnd$, 2015 Options (in Canadian dollars per share) | CAD / shares | CAD 9 |
Number of warrants and options, 2015 Warrants | 3,923,834 |
Number of warrants and options, 2015 Options | 392,383 |
Number of warrants and options, Outstanding and Exercisable | 4,316,217 |
Remaining contractual life, 2015 Warrants | 0.4 |
Remaining contractual life, 2015 Options | 0.4 |
Warrants and Options Liabilit87
Warrants and Options Liabilities (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Warrants and Rights Note Disclosure [Abstract] | |||
Warrants And Options Liabilities 1 | 650,000 | ||
Warrants And Options Liabilities 3 | $ 0.1 | $ 1.7 | $ 0.8 |
Warrants And Options Liabilities 2 | 700,000 |
Warrants and Options Liabilit88
Warrants and Options Liabilities - Schedule of Stockholders' Equity Note, Option Awards, Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Risk free interest rate, min | 0.86% | 0.26% |
Risk free interest rate, max | 1.76% | 1.85% |
Expected life in years, min | 4 years | 1 year |
Expected life in years, max | 5 years | 6 years |
Expected volatility, min | 99.00% | 74.00% |
Expected volatility, max | 118.00% | 121.00% |
Warrants and Options Liabilit89
Warrants and Options Liabilities - Change in Fair Value Liability to Non Employees (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested [Roll Forward] | ||
Balance at beginning of year | $ 841 | $ 0 |
Vested during the period | 533 | 1,531 |
Change in fair value recorded in earnings | (475) | (690) |
Balance at end of year | $ 899 | $ 841 |
Noncontrolling Interests - (Nar
Noncontrolling Interests - (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests (restated) 1 | 8.10% |
Noncontrolling Interests (restated) 2 | 75.00% |
Noncontrolling Interests (restated) 3 | 65.00% |
Noncontrolling Interests (restated) 4 | 2.30% |
Noncontrolling Interests (restated) 5 | 50.00% |
Noncontrolling Interests (restated) 6 | 65.00% |
Noncontrolling Interests (restated) 7 | 49.00% |
Noncontrolling Interests (restated) 8 | 40.00% |
Noncontrolling Interests (restated) 9 | 45.00% |
Noncontrolling Interests (restated) 10 | 25.00% |
Noncontrolling Interests - Rede
Noncontrolling Interests - Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Redeemable Noncontrolling Interest [Roll Forward] | ||
Beginning balance | $ 12,225 | $ 12,867 |
Distributions | (3,527) | (11,509) |
Net income attributable to noncontrolling interests | 5,606 | 10,867 |
Ending balance | 14,304 | 12,225 |
Reportable Legal Entities | NHC - ASC Dallas | ||
Redeemable Noncontrolling Interest [Roll Forward] | ||
Beginning balance | 3,393 | 6,654 |
Distributions | (2,928) | (3,892) |
Net income attributable to noncontrolling interests | (68) | 631 |
Ending balance | 397 | 3,393 |
Reportable Legal Entities | First Nobilis | ||
Redeemable Noncontrolling Interest [Roll Forward] | ||
Beginning balance | 8,832 | 6,213 |
Distributions | (599) | (7,617) |
Net income attributable to noncontrolling interests | 5,674 | 10,236 |
Ending balance | $ 13,907 | $ 8,832 |
Noncontrolling Interests - Vari
Noncontrolling Interests - Variable Interest Entities (Details) - Variable Interest Entity, Primary Beneficiary - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Variable Interest Entity [Line Items] | ||
Total assets | $ 40,948 | $ 15,804 |
Total liabilities | 23,197 | 11,301 |
Cash and short term investments | ||
Variable Interest Entity [Line Items] | ||
Total assets | 3,445 | 191 |
Accounts receivable | ||
Variable Interest Entity [Line Items] | ||
Total assets | 18,845 | 8,660 |
Other current assets | ||
Variable Interest Entity [Line Items] | ||
Total assets | 1,664 | 1,582 |
Property and equipment | ||
Variable Interest Entity [Line Items] | ||
Total assets | 16,804 | 5,227 |
Other assets | ||
Variable Interest Entity [Line Items] | ||
Total assets | 190 | 144 |
Accounts payable | ||
Variable Interest Entity [Line Items] | ||
Total liabilities | 4,119 | 2,286 |
Other liabilities | ||
Variable Interest Entity [Line Items] | ||
Total liabilities | 5,263 | 7,059 |
Accrued liabilities | ||
Variable Interest Entity [Line Items] | ||
Total liabilities | 11,538 | 2,664 |
Long term - capital lease | ||
Variable Interest Entity [Line Items] | ||
Total liabilities | 11,169 | 780 |
Noncontrolling interest | ||
Variable Interest Entity [Line Items] | ||
Noncontrolling interest | $ (8,892) | $ (1,488) |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basic: | |||||||||||
Net income attributable to Nobilis Health Corp. | $ 9,367 | $ (2,759) | $ 4,806 | $ (4,965) | $ 44,745 | $ 10,943 | $ (366) | $ (4,482) | $ 6,449 | $ 50,840 | $ 2,893 |
Weighted average shares outstanding (basic) (in shares) | 76,453,128 | 67,015,387 | 46,517,815 | ||||||||
Basic earnings per common share (in dollars per share) | $ 0.12 | $ (0.04) | $ 0.06 | $ (0.07) | $ 0.61 | $ 0.15 | $ (0.01) | $ (0.07) | $ 0.08 | $ 0.76 | $ 0.06 |
Diluted: | |||||||||||
Net income attributable to Nobilis Health Corp. | $ 9,367 | $ (2,759) | $ 4,806 | $ (4,965) | $ 44,745 | $ 10,943 | $ (366) | $ (4,482) | $ 6,449 | $ 50,840 | $ 2,893 |
Weighted average shares outstanding (basic) (in shares) | 76,453,128 | 67,015,387 | 46,517,815 | ||||||||
Dilutive effect of stock options, warrants, RSU's (in shares) | 1,109,367 | 8,217,396 | 1,202,754 | ||||||||
Weighted average common shares outstanding assuming dilution (in shares) | 77,562,495 | 75,232,783 | 47,720,569 | ||||||||
Diluted earnings per common share (in dollars per share) | $ 0.08 | $ 0.68 | $ 0.06 |
Earnings Per Share - (Narrative
Earnings Per Share - (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Convertible shares potentially dilutive | $ 1,100,000 |
Convertible Promissory Note | Convertible debt | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Face amount | $ 2,250,000 |
Employee 401K Plan - (Narrative
Employee 401K Plan - (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Employee Retirement Plan 1 | $ 0.5 | $ 0.4 | $ 0.1 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred | |||
Federal | $ 3,625 | $ 8,215 | $ 0 |
States and Local | (242) | 0 | 0 |
Foreign | (259) | 0 | 0 |
Change in deferred tax asset valuation allowance | 259 | (33,250) | 0 |
Total | 3,383 | (25,035) | 0 |
Current | |||
Federal | 23 | 509 | 0 |
States and Local | 1,081 | 1,330 | 480 |
Foreign | 0 | 0 | 0 |
Change in deferred tax asset valuation allowance | 0 | 0 | 0 |
Total | 1,104 | 1,839 | 480 |
Total | |||
Federal | 3,648 | 8,724 | 0 |
States and Local | 839 | 1,330 | 480 |
Foreign | (259) | 0 | 0 |
Change in deferred tax asset valuation allowance | 259 | (33,250) | 0 |
Total | $ 4,487 | $ (23,196) | $ 480 |
Income Taxes - (Narrative) (Det
Income Taxes - (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2010 | Sep. 30, 2015 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | |||
Income Taxes 1 | 35.00% | ||
Income Taxes 2 | $ 9.6 | ||
Income Taxes 2 | $ 30.7 | ||
Income Taxes 3 | 17.1 | ||
Income Taxes 4 | 18,778,446 | ||
Income Taxes 5 | 50.00% | ||
Income Taxes 6 | $ 4 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Net income before income tax | $ 11,589 | $ 40,737 | $ 16,450 |
US federal income tax rate | 35.00% | 34.00% | 34.00% |
Expected U.S. Federal income tax (recovery) | $ 4,056 | $ 13,851 | $ 5,593 |
Permanent differences / discrete items | (791) | (1,873) | 388 |
State income tax (net of federal benefit) | 585 | 649 | 317 |
Valuation Allowance | 259 | (33,250) | (4,566) |
Non-controlling interests | 7 | (4,106) | (4,446) |
Others | 371 | 1,533 | 3,194 |
Total income tax (benefit) expense | $ 4,487 | $ (23,196) | $ 480 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | |||
Goodwill and fixed assets | $ 8,768 | $ 12,047 | $ 15,617 |
Intangibles | 785 | 797 | 1,070 |
Net operating loss carryforwards - U.S. | 6,014 | 5,300 | 13,814 |
Interest carry-forward | 1,405 | 1,351 | 1,351 |
Net operating loss carryforwards - Foreign | 7,663 | 7,404 | 8,153 |
Allowance for bad debts | 265 | 1,531 | 373 |
Equity compensation | 4,074 | 2,479 | 275 |
Accrued bonus | 325 | 1,020 | 0 |
Accrued to cash - 481a | (532) | 0 | 0 |
Other | 16 | 0 | 0 |
AMT credit | 532 | 509 | 0 |
Valuation allowance | (7,663) | (7,403) | (40,653) |
Net deferred tax assets | $ 21,652 | $ 25,035 | $ 0 |
Business Segments (Details)
Business Segments (Details) - USD ($) $ in Thousands | Oct. 28, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Other data: | ||||
Non-cash deconsolidation of property and equipment | $ 0 | $ 2,828 | $ 0 | |
Non-cash deconsolidation of goodwill | 0 | 701 | 0 | |
Stock consideration given in conjunction with acquisitions | $ 2,250 | 650 | 0 | |
Convertible promissory note | 2,250 | 0 | 0 | |
Athas settlement in lieu of contingent shares | 0 | 5,685 | $ 0 | |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 285,744 | 229,216 | ||
Operating expenses | 244,787 | 165,720 | ||
Corporate expenses | 30,919 | 31,846 | ||
Income (loss) from operations | 10,038 | 31,650 | ||
Interest expense | (2,580) | 1,597 | ||
Change in fair value of warrant and option liabilities | 3,999 | (8,985) | ||
Bargain purchase | (1,733) | |||
Other expense (income) | (2,970) | 34 | ||
Income (loss) before income taxes | 11,589 | 40,737 | ||
Other data: | ||||
Depreciation and amortization expense | 8,832 | 4,687 | ||
Income tax expense | 4,487 | 1,839 | ||
Intangible assets, net | 19,618 | 19,619 | ||
Goodwill | 62,018 | 44,833 | ||
Capital expenditures | 10,375 | 4,380 | ||
Total assets | 305,435 | 242,027 | ||
Total liabilities | 148,956 | 95,950 | ||
Non-cash deconsolidation of property and equipment | 2,828 | |||
Non-cash deconsolidation of goodwill | 701 | |||
Stock consideration given in conjunction with acquisitions | 2,250 | 650 | ||
Convertible promissory note | 2,250 | |||
Athas settlement in lieu of contingent shares | 5,685 | |||
Operating Segments | Medical | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 264,642 | 205,730 | ||
Operating expenses | 227,439 | 145,835 | ||
Corporate expenses | 0 | 0 | ||
Income (loss) from operations | 37,203 | 59,895 | ||
Interest expense | 0 | 351 | ||
Change in fair value of warrant and option liabilities | 1,331 | 0 | ||
Bargain purchase | (1,733) | |||
Other expense (income) | (2,367) | 488 | ||
Income (loss) before income taxes | 38,239 | 60,789 | ||
Other data: | ||||
Depreciation and amortization expense | 6,716 | 3,403 | ||
Income tax expense | 1,067 | 898 | ||
Intangible assets, net | 6,884 | 5,462 | ||
Goodwill | 43,007 | 25,822 | ||
Capital expenditures | 9,902 | 3,653 | ||
Total assets | 214,294 | 151,324 | ||
Total liabilities | 69,753 | 56,407 | ||
Non-cash deconsolidation of property and equipment | 2,828 | |||
Non-cash deconsolidation of goodwill | 701 | |||
Stock consideration given in conjunction with acquisitions | 2,250 | 0 | ||
Convertible promissory note | 2,250 | |||
Athas settlement in lieu of contingent shares | 0 | |||
Operating Segments | Marketing | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 21,102 | 23,486 | ||
Operating expenses | 17,348 | 19,885 | ||
Corporate expenses | 0 | 0 | ||
Income (loss) from operations | 3,754 | 3,601 | ||
Interest expense | 0 | 54 | ||
Change in fair value of warrant and option liabilities | 5 | 0 | ||
Bargain purchase | 0 | |||
Other expense (income) | (353) | 236 | ||
Income (loss) before income taxes | 4,102 | 3,311 | ||
Other data: | ||||
Depreciation and amortization expense | 1,823 | 1,128 | ||
Income tax expense | 155 | 238 | ||
Intangible assets, net | 12,734 | 14,157 | ||
Goodwill | 19,011 | 19,011 | ||
Capital expenditures | 0 | 249 | ||
Total assets | 44,942 | 42,159 | ||
Total liabilities | 6,059 | 3,827 | ||
Non-cash deconsolidation of property and equipment | 0 | |||
Non-cash deconsolidation of goodwill | 0 | |||
Stock consideration given in conjunction with acquisitions | 0 | 650 | ||
Convertible promissory note | 0 | |||
Athas settlement in lieu of contingent shares | 5,685 | |||
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | ||
Operating expenses | 0 | 0 | ||
Corporate expenses | 30,919 | 31,846 | ||
Income (loss) from operations | (30,919) | (31,846) | ||
Interest expense | (2,580) | 1,192 | ||
Change in fair value of warrant and option liabilities | 2,663 | (8,985) | ||
Bargain purchase | 0 | |||
Other expense (income) | (250) | (690) | ||
Income (loss) before income taxes | (30,752) | (23,363) | ||
Other data: | ||||
Depreciation and amortization expense | 293 | 156 | ||
Income tax expense | 3,265 | 703 | ||
Intangible assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Capital expenditures | 473 | 478 | ||
Total assets | 46,199 | 48,544 | ||
Total liabilities | 73,144 | 35,716 | ||
Non-cash deconsolidation of property and equipment | 0 | |||
Non-cash deconsolidation of goodwill | 0 | |||
Stock consideration given in conjunction with acquisitions | 0 | 0 | ||
Convertible promissory note | $ 0 | |||
Athas settlement in lieu of contingent shares | $ 0 |
Related Parties - (Narrative) (
Related Parties - (Narrative) (Details) CAD / shares in Units, CAD in Millions | Oct. 28, 2016USD ($) | May 13, 2015CADCAD / sharesshares | Oct. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016CAD | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Related Party Transaction [Line Items] | ||||||||
Related Parties 1 | $ 20,000,000 | |||||||
Related Parties 10 | $ 12,000,000 | |||||||
Related Parties 14 | shares | 7,847,668 | |||||||
Related Parties 15 | CAD / shares | CAD 9 | |||||||
Related Parties 16 | CAD | CAD 70.6 | |||||||
Related Parties 17 | CAD | CAD 34.4 | |||||||
Facility lease cost | 200,000 | |||||||
Related Parties 19 | 3,200,000 | $ 3,400,000 | $ 500,000 | |||||
Related Parties 20 | 2,600,000 | 1,400,000 | ||||||
Related Parties 22 | 1,300,000 | 600,000 | 100,000 | |||||
Related Parties 6 | 2,200,000 | |||||||
Related Parties 8 | 2,200,000 | 2,300,000 | 600,000 | |||||
Related Parties 9 | 1,800,000 | 1,700,000 | 600,000 | |||||
HOPD | Affiliate | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related Parties 11 | 3,800,000 | |||||||
Dallas Metro | Affiliate | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related Parties 11 | 900,000 | |||||||
AZ Vein | ||||||||
Related Party Transaction [Line Items] | ||||||||
Convertible promissory note | $ 2,250,000 | |||||||
Convertible note | AZ Vein | ||||||||
Related Party Transaction [Line Items] | ||||||||
Convertible promissory note | 2,250,000 | $ 2,300,000 | ||||||
Contingent Cash Holdback | AZ Vein | ||||||||
Related Party Transaction [Line Items] | ||||||||
Contingent liability | $ 1,100,000 | $ 1,100,000 | ||||||
Book deal | Affiliate | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses incurred | 2,000,000 | 1,700,000 | 1,000,000 | |||||
Marketing services related to book deal | Affiliate | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses incurred | 2,900,000 | 700,000 | 0 | |||||
Service Agreements | Linear Marketing, LLC | Immediate family member | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses incurred | $ 500,000 | $ 300,000 | $ 200,000 |
Commitments and Contingencies -
Commitments and Contingencies - (Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Damages sought | $ 100 |
Subsequent Events - (Narrative)
Subsequent Events - (Narrative) (Details) $ in Millions | Mar. 08, 2017USD ($)installment | Mar. 03, 2017 | Oct. 28, 2016 |
Hamilton Vein Center | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Purchase price | $ 13.3 | ||
Cash to acquire | 8.3 | ||
Debt incurred to acquire | $ 5 | ||
Number of installments liability is payable | installment | 2 | ||
Period over which liability is payable | 2 years | ||
Contingent Cash Holdback | Hamilton Vein Center | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Contingent liability | $ 0.5 | ||
Percentage of contingent liability paid in 12 months from acquisition | 50.00% | ||
Compass Bank | Compass Bank Loans | |||
Subsequent Event [Line Items] | |||
Consolidated fixed charge ratio | 2 | ||
Period One | Compass Bank | Compass Bank Loans | |||
Subsequent Event [Line Items] | |||
Consolidated leverage ratio | 2.75 | ||
Period One | Compass Bank | Compass Bank Loans | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Consolidated leverage ratio | 3.75 | ||
Period Two | Compass Bank | Compass Bank Loans | |||
Subsequent Event [Line Items] | |||
Consolidated leverage ratio | 2.50 | ||
Period Two | Compass Bank | Compass Bank Loans | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Consolidated fixed charge ratio | 1.15 |
Supplemental Financial Infor104
Supplemental Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 101,917 | $ 70,683 | $ 61,871 | $ 51,273 | $ 90,015 | $ 52,483 | $ 48,867 | $ 37,851 | $ 285,744 | $ 229,216 | $ 84,029 |
Operating income (loss) | 20,778 | (1,101) | 55 | (9,694) | 23,580 | 3,051 | 1,136 | 3,883 | 10,038 | 31,650 | 20,491 |
Net income (loss) | 13,614 | (2,263) | 2,515 | (6,764) | 47,221 | 13,318 | 3,379 | 15 | 7,102 | 63,933 | 15,970 |
Net income (loss) attributable to noncontrolling | 4,247 | 496 | (2,291) | (1,799) | 2,476 | 2,375 | 3,745 | 4,497 | 653 | 13,093 | 13,077 |
Net income (loss) attributable to Nobilis Health Corp. | $ 9,367 | $ (2,759) | $ 4,806 | $ (4,965) | $ 44,745 | $ 10,943 | $ (366) | $ (4,482) | $ 6,449 | $ 50,840 | $ 2,893 |
Net income (loss) per common share attributable to Nobilis Health Corp. | |||||||||||
Basic (in dollars per share) | $ 0.12 | $ (0.04) | $ 0.06 | $ (0.07) | $ 0.61 | $ 0.15 | $ (0.01) | $ (0.07) | $ 0.08 | $ 0.76 | $ 0.06 |
Diluted (in dollars per share) | $ 0.12 | $ (0.04) | $ 0.06 | $ (0.07) | $ 0.58 | $ 0.14 | $ (0.01) | $ (0.07) | $ 0.08 | $ 0.68 | $ 0.06 |
Total Assets | $ 305,435 | $ 240,983 | $ 232,940 | $ 228,167 | $ 242,027 | $ 105,332 | $ 153,518 | $ 104,480 | $ 305,435 | $ 242,027 |