Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 01, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'ExamWorks Group, Inc. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 36,413,349 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001498021 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Consolidated_Balance_Sheets_un
Consolidated Balance Sheets (unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Current assets: | ' | ' | ||
Cash and cash equivalents | $12,045 | $8,627 | ||
Accounts receivable, net | 159,315 | 144,676 | ||
Other receivables | 29 | 21 | ||
Prepaid expenses | 6,012 | 5,336 | ||
Deferred tax assets | 3 | 16 | ||
Other current assets | 1,211 | 1,213 | ||
Total current assets | 178,615 | 159,889 | ||
Property, equipment and leasehold improvements, net | 10,737 | 10,333 | ||
Goodwill | 368,825 | 370,143 | ||
Intangible assets, net | 104,506 | 152,896 | ||
Long-term accounts receivable, less current portion | 35,809 | 31,708 | ||
Deferred tax assets, noncurrent | 16,443 | 4,173 | ||
Deferred financing costs, net | 8,744 | 10,258 | ||
Other assets | 1,475 | 1,101 | ||
Total assets | 725,154 | 740,501 | ||
Current liabilities: | ' | ' | ||
Accounts payable | 50,988 | 46,940 | ||
Accrued expenses | 37,772 | 35,995 | ||
Accrued interest expense | 4,836 | 10,918 | ||
Deferred revenue | 5,848 | 3,951 | ||
Current portion of subordinated unsecured notes payable | 314 | 275 | ||
Current portion of contingent earnout obligation | ' | 91 | ||
Current portion of working capital facilities | ' | 5,983 | ||
Other current liabilities | 6,081 | 5,973 | ||
Total current liabilities | 105,839 | 110,126 | ||
Senior unsecured notes payable | 250,000 | 250,000 | ||
Senior secured revolving credit facility and working capital facilities, less current portion | 101,226 | 128,402 | ||
Long-term subordinated unsecured notes payable, less current portion | ' | 300 | ||
Other long-term liabilities | 7,735 | 7,525 | ||
Total liabilities | 464,800 | 496,353 | ||
Commitments and contingencies | ' | ' | ||
Stockholders’ equity: | ' | ' | ||
Preferred stock, $0.0001 par value; Authorized 50,000,000 shares; no shares issued and outstanding at December 31, 2012 and September 30, 2013 | 0 | 0 | ||
Common stock, $0.0001 par value; Authorized 250,000,000 shares; issued and outstanding 34,341,360 and 36,205,323 shares at December 31, 2012 and September 30, 2013, respectively | 4 | 3 | ||
Additional paid-in capital | 317,705 | 285,938 | ||
Accumulated other comprehensive income (loss) | -3,753 | 3,183 | ||
Accumulated deficit | -45,114 | -36,488 | ||
Treasury stock, at cost; Outstanding 905,349 shares at December 31, 2012 and September 30, 2013 | -8,488 | -8,488 | ||
Total stockholders’ equity | 260,354 | [1] | 244,148 | [1] |
Total liabilities and stockholders' equity | $725,154 | $740,501 | ||
[1] | Includes intercompany investments in subsidiaries. |
Consolidated_Balance_Sheets_un1
Consolidated Balance Sheets (unaudited) (Parentheticals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred stock, shares par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock-shares authorized (in Shares) | 50,000,000 | 50,000,000 |
Preferred stock-shares issued (in Shares) | 0 | 0 |
Preferred stock-shares outstanding (in Shares) | 0 | 0 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in Shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in Shares) | 36,205,323 | 34,341,360 |
Common stock, shares outstanding (in Shares) | 36,205,323 | 34,341,360 |
Treasury stock, shares (in Shares) | 905,349 | 905,349 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenues | $152,354 | $130,085 | $457,205 | $381,600 |
Costs and expenses: | ' | ' | ' | ' |
Costs of revenues | 100,831 | 86,080 | 300,333 | 251,476 |
Selling, general and administrative expenses | 31,620 | 28,281 | 98,953 | 84,642 |
Depreciation and amortization | 15,910 | 14,458 | 48,058 | 42,245 |
Total costs and expenses | 148,361 | 128,819 | 447,344 | 378,363 |
Income from operations | 3,993 | 1,266 | 9,861 | 3,237 |
Interest and other expenses, net: | ' | ' | ' | ' |
Interest expense, net | 7,320 | 7,136 | 22,439 | 20,154 |
Other (income) expense, net | 3 | -70 | 208 | -226 |
Gain on interest rate swap | -7 | -54 | -101 | -169 |
Realized foreign currency loss | ' | 534 | ' | 534 |
Total interest and other expenses, net | 7,316 | 7,546 | 22,546 | 20,293 |
Loss before income taxes | -3,323 | -6,280 | -12,685 | -17,056 |
Benefit for income taxes | -1,072 | -1,654 | -4,059 | -4,800 |
Net loss | -2,251 | -4,626 | -8,626 | -12,256 |
Net loss per share: | ' | ' | ' | ' |
Basic and diluted (in Dollars per share) | ($0.06) | ($0.14) | ($0.25) | ($0.36) |
Weighted average number of common shares outstanding: | ' | ' | ' | ' |
Basic and diluted (in Shares) | 35,560,227 | 34,116,062 | 34,977,335 | 34,092,093 |
Comprehensive Income (Loss): | ' | ' | ' | ' |
Net loss | -2,251 | -4,626 | -8,626 | -12,256 |
Foreign currency translation adjustments, net of tax | 3,046 | 4,413 | -6,936 | 5,127 |
Total comprehensive income (loss) | $795 | ($213) | ($15,562) | ($7,129) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Operating activities: | ' | ' |
Net loss | ($8,626,000) | ($12,256,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Gain on interest rate swap | -101,000 | -169,000 |
Depreciation and amortization | 48,058,000 | 42,245,000 |
Amortization of deferred rent | -280,000 | -99,000 |
Share-based compensation | 12,234,000 | 12,562,000 |
Excess tax benefit related to share-based compensation | -5,974,000 | ' |
Provision for doubtful accounts | 3,506,000 | 2,555,000 |
Amortization of deferred financing costs | 1,636,000 | 1,612,000 |
Deferred income taxes | -12,963,000 | -15,346,000 |
Other | ' | -31,000 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ' | ' |
Accounts receivable | -22,327,000 | -20,850,000 |
Prepaid expenses and other current assets | -361,000 | 103,000 |
Accounts payable and accrued expenses | 12,588,000 | 8,339,000 |
Accrued interest expense | -6,082,000 | -5,114,000 |
Deferred revenue and customer deposits | 1,824,000 | 1,938,000 |
Other liabilities | -414,000 | -402,000 |
Net cash provided by operating activities | 22,718,000 | 15,087,000 |
Investing activities: | ' | ' |
Cash paid for acquisitions, net | ' | -95,801,000 |
Purchases of equipment and leasehold improvements, net | -4,758,000 | -4,857,000 |
Working capital and other settlements for acquisitions | -569,000 | 547,000 |
Proceeds from foreign currency net investment hedge | 500,000 | ' |
Other | -332,000 | ' |
Net cash used in investing activities | -5,159,000 | -100,111,000 |
Financing activities: | ' | ' |
Borrowings under senior secured revolving credit facility | 103,597,000 | 160,640,000 |
Proceeds from the exercise of options and warrants | 13,089,000 | 1,254,000 |
Excess tax benefit related to share-based compensation | 5,974,000 | ' |
Net borrowings (repayments) under working capital facilities | 215,000 | -5,517,000 |
Purchases of stock for treasury | ' | -387,000 |
Payment of deferred financing costs | -168,000 | -1,034,000 |
Repayment of subordinated unsecured notes payable | -270,000 | -975,000 |
Repayments under senior secured revolving credit facility | -136,301,000 | -71,000,000 |
Other | ' | -95,000 |
Net cash provided by (used in) financing activities | -13,864,000 | 82,886,000 |
Exchange rate impact on cash and cash equivalents | -277,000 | 128,000 |
Net increase (decrease) in cash and cash equivalents | 3,418,000 | -2,010,000 |
Cash and cash equivalents, beginning of period | 8,627,000 | 8,416,000 |
Cash and cash equivalents, end of period | 12,045,000 | 6,406,000 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | 26,570,000 | 23,860,000 |
Cash paid for income taxes | $7,604,000 | $5,513,000 |
Note_1_Nature_of_Operations_an
Note 1 - Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure Text Block [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
(1) Nature of Operations and Basis of Presentation | |
ExamWorks Group, Inc. (“ExamWorks” or the “Company”) is a leading provider of independent medical examinations (“IMEs”), peer and bill reviews and related services (“IME services” or the “IME industry”). ExamWorks, Inc. was incorporated as a Delaware corporation on April 27, 2007. In 2008, ExamWorks, Inc. acquired three companies operating in the IME industry. In 2009, ExamWorks, Inc. acquired 11 other IME companies, including a provider of software solutions to the IME industry. In 2010, ExamWorks, Inc. acquired 14 additional IME companies. In 2011, ExamWorks, Inc. acquired nine additional IME companies. In 2012, ExamWorks, Inc. acquired three additional IME companies. To date, the Company has acquired 40 IME companies. As of September 30, 2013, ExamWorks, Inc. operates out of 57 service centers serving all 50 United States, Canada, the United Kingdom and Australia. In June 2010, ExamWorks, Inc. effected a corporate reorganization creating a holding company, ExamWorks Group, Inc., with ExamWorks, Inc. becoming a 100% owned subsidiary of ExamWorks Group, Inc. In the fourth quarter of 2010, the Company completed an Initial Public Offering (“IPO”) of 9.3 million shares of common stock. | |
The consolidated financial statements of the Company as of September 30, 2013 and for the periods ended September 30, 2012 and 2013 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and have not been audited by its independent registered public accounting firm. In the opinion of management, all adjustments of a normal and recurring nature necessary to present fairly the financial position and results of operations and cash flows for all periods presented have been made. Pursuant to SEC rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted from these statements unless significant changes have taken place since the end of the Company's most recent fiscal year. The Company's December 31, 2012 Consolidated Balance Sheet was derived from audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012, the (“Form 10-K”), but does not include all disclosures required by U.S. GAAP. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Form 10-K. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. | |
The consolidated financial statements include the accounts of ExamWorks and its 100% owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Significant Accounting Policies [Text Block] | ' | ||||||||||||||||
(2) Summary of Significant Accounting Policies | |||||||||||||||||
(a) Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on certain assumptions which they believe are reasonable in the circumstances and actual results could differ from those estimates. The more significant estimates reflected in these consolidated financial statements include the valuation of equity issued prior to the Company’s IPO, purchase price allocations, useful lives of intangible assets, potential impairment of goodwill and intangible assets, the allowance for doubtful accounts, the portion of accounts receivable deemed to be long term in nature, the valuation of deferred tax assets and the valuation of share-based compensation and derivative instruments. | |||||||||||||||||
(b) Foreign Currencies | |||||||||||||||||
Assets and liabilities recorded in foreign currencies are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are recorded to other comprehensive income (loss) and are reported net of the effect of income taxes on the consolidated financial statements. | |||||||||||||||||
(c) Cash and Cash Equivalents | |||||||||||||||||
The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2012 and September 30, 2013. | |||||||||||||||||
(d) Accounts Receivable and Allowance for Doubtful Accounts | |||||||||||||||||
Accounts receivable consist of amounts owed to the Company for services provided in the normal course of business and are reported net of allowance for doubtful accounts, which amounted to $4.4 million and $4.2 million as of December 31, 2012 and September 30, 2013, respectively. Generally, no collateral is received from customers and additions to the allowance are based on ongoing credit evaluations of customers with general credit experience being within the range of management’s expectations. Accounts are reviewed regularly for collectability and those deemed uncollectible are written off. The Company assumes, that on average, all accounts receivable will be collected within one year and thus classifies these as current assets; however, there are certain receivables, principally in the U.K., that age longer than one year, and the Company has recorded an estimate for those receivables that will not be collected within one year as long term in the Consolidated Balance Sheets. | |||||||||||||||||
(e) Concentrations of Credit Risk | |||||||||||||||||
The Company routinely assesses the financial strength of its customers and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. For the three and nine months ended September 30, 2012 and 2013, no individual customer accounted for more than 10% of revenues. At December 31, 2012 and September 30, 2013, there were no individual customers that accounted for greater than 10% of the accounts receivable balance. | |||||||||||||||||
As of September 30, 2013, the Company had cash and cash equivalents totaling approximately $12.0 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $1.2 million were held in the U.S. The U.S. amounts are insured under standard FDIC insurance coverage for deposit accounts up to $250,000, per depositor and account ownership category, at each separately insured depository institution. | |||||||||||||||||
(f) Property, Equipment and Leasehold Improvements | |||||||||||||||||
Property, equipment and leasehold improvements are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets and accelerated methods for income tax purposes. Leasehold improvements are amortized over the lesser of their expected useful life or the remaining lease term. Maintenance and repair costs are expensed as incurred. | |||||||||||||||||
(g) Long-Lived Assets | |||||||||||||||||
In accordance with Impairment or Disposal of Long-Lived Assets, Subsections of Financial Accounting Standards Board (“FASB”) ASC Subtopic 360-10 (“ASC 360”), Property, Plant, and Equipment — Overall, long-lived assets, such as equipment and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. At December 31, 2012 and September 30, 2013, no impairment was noted. | |||||||||||||||||
(h) Goodwill and Other Intangible Assets | |||||||||||||||||
Goodwill is an asset representing the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually in accordance with the provisions of FASB ASC Topic 350, Intangibles — Goodwill and Other (“ASC 350”). The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. | |||||||||||||||||
The Company performed its annual impairment review of goodwill in October of 2012 and it was determined that the carrying amount of goodwill was not impaired and there have been no subsequent developments that would indicate impairment exists as of December 31, 2012 and September 30, 2013. The goodwill impairment review will continue to be performed annually or more frequently if facts and circumstances warrant a review. | |||||||||||||||||
ASC 350 also requires that intangible assets with definite lives be amortized over their estimated useful lives. Currently, customer relationships, trade names, covenants not-to-compete and technology are amortized using the straight-line method over estimated useful lives. | |||||||||||||||||
(i) Deferred Financing Costs | |||||||||||||||||
In November 2010, the Company entered into a senior secured revolving credit facility with Bank of America N.A. (“Senior Secured Revolving Credit Facility”) (see Note 10) and has incurred deferred financing costs through September 30, 2013 of $8.1 million, of which $620,000 and $30,000 were incurred in the nine months ended September 30, 2012 and 2013, respectively. Additionally, in July 2011, the Company closed a private offering of $250.0 million in aggregate principal amount of 9.0% senior notes due 2019 (“Initial Notes”). In June 2012, in accordance with the registration rights granted to the original purchasers of the Initial Notes, the Company completed an exchange offer of the privately placed Initial Notes for new 9.0% Senior Notes due 2019 (the “Exchange Notes,” and together with the Initial Notes, the “Senior Unsecured Notes”) registered with the SEC with substantially identical terms to the Initial Notes (see Note 10). The Company has incurred deferred financing costs of $7.1 million associated with the Senior Unsecured Notes, of which $243,000 and $22,000 were incurred in the nine months ended September 30, 2012 and 2013, respectively. In June 2013, the Company amended its Premex and UKIM working capital facilities (see Note 10) and has incurred deferred financing costs through September 30, 2013 of $116,000, all of which were incurred in the nine months ended September 30, 2013. | |||||||||||||||||
The deferred financing costs associated with the Senior Secured Revolving Credit Facility and the Senior Unsecured Notes are being amortized to interest expense over the five-year term of the facility, as amended, and the eight-year term of the notes, respectively, using the straight-line method which approximates the effective interest method. | |||||||||||||||||
For the three months ended September 30, 2012 and 2013, the Company amortized $564,000 and $477,000 to interest expense, respectively. For the nine months ended September 30, 2012 and 2013, the Company amortized $1.6 million to interest expense. | |||||||||||||||||
(j) Revenue Recognition | |||||||||||||||||
Revenue related to IMEs, peer reviews, bill reviews and administrative support services is recognized at the time services have been performed and the report is shipped to the end user. The Company believes that recognizing revenue at the time the report is shipped is appropriate because the Company’s revenue policies meet the following four criteria in accordance with ASC 605-10-S25, Revenue Recognition: Overall, (i) persuasive evidence that arrangement exists, (ii) shipment has occurred, (iii) the price is fixed and determinable and (iv) collectability is reasonably assured. The Company reports revenues net of any sales, use and value added taxes. | |||||||||||||||||
Revenue related to other IME services, including litigation support services and medical record retrieval services, where no report is generated, is recognized at the time the service is performed. The Company believes that recognizing revenue at the time the service is performed is appropriate because the Company’s revenue policies meet the following four criteria in accordance with ASC 605-10-S25, (i) persuasive evidence that arrangement exists, (ii) services have been rendered, (iii) the price is fixed and determinable and (iv) collectability is reasonably assured. | |||||||||||||||||
Certain agreements with customers in the U.K. include provisions whereby collection of the amounts billed are contingent on the favorable outcome of the claim. The Company has deemed these provisions to preclude revenue recognition at the time of sale, as collectability is not reasonably assured and the sales are contingent, and is deferring these revenues, net of estimated costs, until the case has been settled, the contingency has been resolved and the cash has been collected. As of December 31, 2012, the Company had deferred $12.6 million in contingent revenues and $9.1 million in costs and expenses associated with the contingent revenues. For the nine months ended September 30, 2013, the Company deferred an additional $6.8 million in contingent revenues and $4.9 million in costs and expenses associated with contingent revenues. | |||||||||||||||||
Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected. | |||||||||||||||||
(k) Costs of Revenues | |||||||||||||||||
Costs of revenues are comprised of fees paid to members of the Company’s medical panel; other direct costs including transcription, film and medical record obtainment and transportation; and other indirect costs including labor and overhead related to the generation of revenues. | |||||||||||||||||
(l) Income Taxes | |||||||||||||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company applies the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (included in FASB ASC Subtopic 740-10, Income Taxes — Overall ), and recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Prior to the adoption of FASB Interpretation No. 48, the Company recognized the effect of income tax positions only if such positions were probable of being sustained. | |||||||||||||||||
The Company records interest and penalties related to unrecognized tax benefits in income tax expense. | |||||||||||||||||
(m) Loss Per Common Share | |||||||||||||||||
Basic loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted loss per common share is calculated by dividing net loss, adjusted on an “as if converted” basis, by the weighted-average number of actual shares outstanding and, when dilutive, the share equivalents that would arise from the assumed conversion of convertible instruments. The effect of potentially dilutive stock options, warrants, shares of restricted stock with service restrictions that have not yet been satisfied and unvested restricted stock units (“RSUs”) is calculated using the treasury stock method. | |||||||||||||||||
For the three and nine months ended September 30, 2012, the potentially dilutive securities include options and warrants exercisable into 9.9 million shares of common stock and 68,000 shares of common stock issuable, at the holder’s option, to settle a subordinated unsecured note. For the three and nine months ended September 30, 2013, the potentially dilutive securities include options, warrants, unvested RSUs and shares of restricted stock with a service restriction not yet satisfied exercisable into 9.2 million shares of common stock. | |||||||||||||||||
For the three and nine months ended September 30, 2012 and 2013, all of the potentially dilutive securities were excluded from the calculation of shares applicable to loss per share, because their inclusion would have been anti-dilutive. | |||||||||||||||||
(n) Share-Based Compensation | |||||||||||||||||
The Company has an Amended and Restated 2008 Stock Incentive Plan, as amended, (the “Plan”) that provides for granting of stock options, shares of restricted stock and RSUs. The Company accounts for share-based awards in accordance with ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). ASC 718 requires measurement of compensation cost for all share-based awards at fair value on the grant date (or measurement date if different) and recognition of compensation expense, net of forfeitures, over the requisite service period for awards expected to vest. | |||||||||||||||||
Stock Options | |||||||||||||||||
The fair value of stock option grants is determined using the Black-Scholes valuation model. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, characteristics not present in these employee stock options. Additionally, option valuation models require the input of highly subjective assumptions, including the expected volatility of the stock price. Because the Company’s employee stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimates, in management’s opinion, the existing models may not provide a reliable single measure of the fair value of its share-based awards. The Company’s expected volatility assumptions are based on the weighted average of the Company’s peer group’s median implied volatility, the Company’s mean reversion volatility and the median of the Company’s peer group’s most recent historical volatilities for 2013 stock option grants. Expected life assumptions are based upon the “simplified” method for those options issued in the first nine months of 2013 which were determined to be issued at-the-money. The risk-free interest rate was selected based upon yields of U.S. Treasury issues with a term equal to the expected life of the option being valued. | |||||||||||||||||
The assumptions utilized for stock option grants during the nine months ended September 30, 2013 were as follows: | |||||||||||||||||
Nine months ended | |||||||||||||||||
30-Sep-13 | |||||||||||||||||
Volatility | 48.37 | to | 48.83 | % | |||||||||||||
Expected life (years) | 6 | ||||||||||||||||
Risk-free interest rate | 0.97 | to | 1.69 | % | |||||||||||||
Dividend yield | — | ||||||||||||||||
Fair value | $6.63 | to | 11.52 | ||||||||||||||
In the nine months ended September 30, 2013, the Company issued approximately 525,000 stock option awards to certain employees and outside consultants, and the aggregate fair value was $4.1 million. All of these awards vest over a three-year period. Additionally, all these options could vest earlier in the event of a change in control or merger or other acquisition. Share-based compensation expense related to stock option awards was $3.0 million and $9.0 million for the three and nine months ended September 30, 2012, of which $748,000 and $2.3 million was included in costs of revenues, respectively, and $2.2 million and $6.7 million was recorded in SGA expenses, respectively. Share-based compensation expense related to stock option awards was $3.0 million and $8.8 million for the three and nine months ended September 30, 2013, of which $748,000 and $2.2 million was included in costs of revenues, respectively, and $2.2 million and $6.6 million was recorded in SGA expenses, respectively. | |||||||||||||||||
At September 30, 2013, the unrecognized compensation expense related to stock option grants was $12.9 million, with a remaining weighted average life of 1.5 years. | |||||||||||||||||
A summary of option activity for the nine months ended September 30, 2013 is as follows: | |||||||||||||||||
Weighted | Weighted | Aggregate | |||||||||||||||
average | average | intrinsic | |||||||||||||||
remaining | value | ||||||||||||||||
Number of options | exercise | contractual | (in | ||||||||||||||
price | life (years) | thousands) | |||||||||||||||
Outstanding at December 31, 2012 | 9,463,657 | $ | 11.76 | ||||||||||||||
Options granted | 525,100 | 16.68 | |||||||||||||||
Options forfeited | (344,052 | ) | 15.92 | ||||||||||||||
Options exercised | (1,517,855 | ) | 8.62 | ||||||||||||||
Outstanding at September 30, 2013 | 8,126,850 | $ | 12.49 | 7.6 | $ | 111,758 | |||||||||||
Exercisable at September 30, 2013 | 4,788,361 | $ | 11.71 | 7.1 | $ | 68,388 | |||||||||||
Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the fiscal period in excess of the weighted average exercise price multiplied by the number of options outstanding or exercisable. The total intrinsic value of stock options exercised during the nine months ended September 30, 2013 was $18.0 million. | |||||||||||||||||
Restricted Stock and Restricted Stock Units | |||||||||||||||||
The Company has granted members of the Board of Directors, certain employees and outside consultants, time lapse restricted stock and RSUs which vest after a stipulated number of years from the grant date depending on the terms of the issue. The fair value of shares of restricted stock and RSUs is determined based upon the market price of the underlying common stock as of the date of grant. Time lapse restricted shares issued and RSUs vest over one, two and three-year periods. The agreements under which the restricted stock and RSUs are issued provide that shares awarded may not be sold or otherwise transferred until restrictions established under the stock plans have been satisfied. The restriction on these awards could expire earlier than the stipulated time frame in the event of a change in control or merger or other acquisition. Share-based compensation expense related to shares of restricted stock and RSUs was $122,000 and $420,000 in the three and nine months ended September 30, 2012, respectively, all of which is included in SGA expenses. Share-based compensation expense related to shares of restricted stock and RSUs was $1.1 million and $2.8 million in the three and nine months ended September 30, 2013, respectively, all of which is included in SGA expenses. | |||||||||||||||||
The following is a summary of non-vested restricted share and RSU activity for the nine months ended September 30, 2013: | |||||||||||||||||
Number | Weighted | ||||||||||||||||
of | average | ||||||||||||||||
awards | grant date | ||||||||||||||||
fair value | |||||||||||||||||
Non-vested awards at December 31, 2012 | 189,412 | $ | 13.68 | ||||||||||||||
Awards granted | 655,985 | 15.58 | |||||||||||||||
Awards vested | (75,370 | ) | 13.4 | ||||||||||||||
Awards forfeited | (19,540 | ) | 14.06 | ||||||||||||||
Non-vested awards at September 30, 2013 | 750,487 | $ | 15.36 | ||||||||||||||
The total fair value of vested RSUs and shares of restricted stock during the nine months ended September 30, 2012 and 2013 was $425,000 and $1.0 million, respectively. At September 30, 2013, total unrecognized compensation cost related to non-vested restricted shares and RSUs was $8.4 million, which is expected to be recognized over a weighted average period of 2.1 years. | |||||||||||||||||
During the three months ended September 30, 2013, the Company has recorded a reduction in share-based compensation expense of $257,000 and during the nine months ended September 30, 2013, the Company has recorded share-based compensation expense of $630,000 related to a 2013 incentive compensation plan, all of which was recorded in SGA expenses. This amount is recorded within the Company’s accrued expenses in its Consolidated Balance Sheets. The compensation plan has both a 2013 annual performance metric and subsequent service requirement. If the performance metric is met, the associated liability will be settled in the first quarter of 2014 with an indeterminate number of restricted shares which will vest equally on June 1, 2014 and June 1, 2015. | |||||||||||||||||
(o) Fair Value Measurements | |||||||||||||||||
The Company’s financial liabilities, which are measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), are categorized using the fair value hierarchy at December 31, 2012 and September 30, 2013, and are as follows (in thousands): | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
As of December 31, 2012 | |||||||||||||||||
Financial instruments: | |||||||||||||||||
Interest rate swap | $ | — | $ | 101 | $ | — | $ | 101 | |||||||||
Contingent consideration | — | — | 846 | 846 | |||||||||||||
As of September 30, 2013 | |||||||||||||||||
Financial instruments: | |||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | 424 | $ | 424 | |||||||||
Foreign currency derivative | — | 272 | — | 272 | |||||||||||||
The fair value of the interest rate swap was determined using observable market inputs, such as current interest rates, and considers nonperformance risk of the Company and that of its counterparties. The interest rate swap matured in July of 2013 and the Company has no further obligation associated with this agreement. | |||||||||||||||||
The contingent consideration relates to earnout provisions recorded in conjunction with certain acquisitions completed in 2009 and 2010. Of the total decrease in fair value of the contingent consideration of $422,000 in the nine months ended September 30, 2013, $343,000 was settled as cash consideration to satisfy installments related to a 2009 and 2010 acquisition, $110,000 of the change in value relates to the release of a restriction associated with shares previously issued related to a 2009 acquisition, offset by an increase of $31,000 recorded in interest and other expenses, net in the Consolidated Statements of Comprehensive Income (Loss) due to changes in the fair value of the contingent consideration. | |||||||||||||||||
The fair value of the foreign currency derivative was determined using observable market inputs such as current foreign exchange rates and considers nonperformance risk of the Company and that of its counterparties. | |||||||||||||||||
In February 2007, the FASB issued authoritative guidance codified as ASC Topic 825 Financial Instruments (“ASC 825”), which permits entities to choose to measure many financial instruments and certain other items at fair value. This provision of ASC 825 is effective for fiscal years beginning after November 15, 2007. As the Company did not elect the fair value option, the adoption of this provision of ASC 825 did not have a material impact on its financial position, results of operations and cash flows. | |||||||||||||||||
(p) Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||
Accumulated other comprehensive income (loss) refers to revenues, expenses, gains and losses that under U.S. GAAP are recorded as a component of stockholders’ equity but are excluded from net loss. The Company’s other comprehensive income (loss) consists of foreign currency translation adjustments, reported net of tax as appropriate, from those subsidiaries not using the U.S. dollar as their functional currency and unrealized gains and losses, reported net of tax as appropriate, resulting from its net investment hedge of its Australian and U.K. subsidiaries. The changes in accumulated other comprehensive income (loss) for the nine months ended September 30, 2013 are as follows (in thousands): | |||||||||||||||||
Foreign | Net investment | Net investment | Total | ||||||||||||||
Currency | hedge - foreign | hedge - Australian | |||||||||||||||
Translation | exchange contract | denominated debt | |||||||||||||||
Balance at January 1, 2013 | $ | 3,356 | $ | — | $ | (173 | ) | $ | 3,183 | ||||||||
Other comprehensive income (loss), net of tax | (7,453 | ) | 138 | 379 | (6,936 | ) | |||||||||||
Balance at September 30, 2013 | $ | (4,097 | ) | $ | 138 | $ | 206 | $ | (3,753 | ) | |||||||
(q) Recent Accounting Pronouncements | |||||||||||||||||
Recently Adopted Accounting Pronouncements | |||||||||||||||||
In February 2013 the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This update amends Accounting Standards Codification (ASC) Topic 220, “Comprehensive Income,” to require reporting entities to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, reporting entities are required to present, either on the face of the statement of operations or in the footnotes to the financial statements, significant amounts reclassified from accumulated other comprehensive income by statement of operations line item. ASU 2013-02 is effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted these provisions effective January 1, 2013 and the adoption of these provisions did not have a material impact on its financial position, results of operations and cash flows. | |||||||||||||||||
Accounting Pronouncements Not Yet Adopted | |||||||||||||||||
In July 2013, the FASB issued ASU No.2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”) which amends accounting guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or tax credit carryforward exists. This new guidance requires entities, if certain criteria are met, to present an unrecognized tax benefit, or portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward when such items exist in the same taxing jurisdiction. The provisions of ASU 2013-11 are effective for fiscal years and interim periods beginning after December 15, 2013, and are to be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Company intends to adopt the provisions of this ASU in the first quarter of 2014 and is currently evaluating the potential impact on its financial position, results of operations and cash flows. | |||||||||||||||||
There were various other accounting standards and interpretations issued during 2013 the Company has not yet been required to adopt, none of which are expected to have a material impact on its financial position, results of operations and cash flows. |
Note_3_Acquisitions
Note 3 - Acquisitions | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||||||
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | ' | ||||||||||||
(3) Acquisitions | |||||||||||||
ExamWorks operates in a highly fragmented industry and has completed 40 acquisitions since July 14, 2008. A key component of ExamWorks’ acquisition strategy is growth through acquisitions that expand its geographic coverage, provide new or complementary lines of business, expand its portfolio of services and increase its market share. | |||||||||||||
The Company has accounted for all business combinations using the purchase method to record a new cost basis for the assets acquired and liabilities assumed. The Company recorded, based on a preliminary purchase price allocation, intangible assets representing client relationships, tradenames, covenants not-to-compete, and technology and the excess of purchase price over the estimated fair value of the tangible assets acquired and liabilities assumed and the separately recognized intangible assets has been recorded as goodwill in the accompanying consolidated financial statements. The goodwill is attributable to synergies achieved through the streamlining of operations combined with improved margins attainable through increased market presence. The results of operations are reflected in the consolidated financial statements of the Company from the date of acquisition. | |||||||||||||
(a) 2012 Acquisitions | |||||||||||||
In 2012, the Company completed the following individually insignificant acquisitions with an aggregate purchase price of $109.5 million, comprised of $112.3 million cash consideration less cash acquired of $2.9 million, and 6,190 shares of the Company’s common stock with an estimated fair value of $85,000. In conjunction with these 2012 acquisitions, the Company incurred transaction costs of $1.3 million, none of which was incurred in the three months ended September 30, 2013 and of which $28,000 were incurred in the nine months ended September 30, 2013, and of which $813,000 and $1.2 million were incurred in the three and nine months ended September 30, 2012. These amounts are reported in SGA expenses in the Company’s accompanying Consolidated Statements of Comprehensive Income (Loss). These acquisitions expanded the geographic coverage and, to a lesser extent, enhanced the service offering of the Company. | |||||||||||||
Company name | Form of acquisition | Date of acquisition | |||||||||||
Makos Health Associates Corp | Substantially all of the assets and assumed certain liabilities | 12-Jul-12 | |||||||||||
MedHealth Holdings Pty Limited | 100% of the outstanding common stock | 31-Aug-12 | |||||||||||
PMG | 100% of the outstanding common stock | 19-Dec-12 | |||||||||||
The preliminary allocation of consideration for these acquisitions is summarized as follows (in thousands): | |||||||||||||
Preliminary | Adjustments/ | Preliminary | |||||||||||
purchase price | reclassifications | purchase price | |||||||||||
allocation | allocation | ||||||||||||
31-Dec-12 | 30-Sep-13 | ||||||||||||
Equipment and leasehold improvements | $ | 850 | $ | — | $ | 850 | |||||||
Customer relationships | 44,413 | — | 44,413 | ||||||||||
Tradename | 11,901 | — | 11,901 | ||||||||||
Covenants not-to-compete | 313 | — | 313 | ||||||||||
Technology | 666 | — | 666 | ||||||||||
Goodwill | 60,373 | 5,629 | 66,002 | ||||||||||
Net deferred tax liability associated with step-up in book basis | (9,610 | ) | (5,836 | ) | (15,446 | ) | |||||||
Assets acquired and liabilities assumed, net | 269 | 557 | 826 | ||||||||||
Totals | $ | 109,175 | $ | 350 | $ | 109,525 | |||||||
In 2013, the Company recorded adjustments to working capital resulting in an increase in total consideration paid of $350,000. Additionally, the Company recorded adjustments relating to the final estimated tax values associated with foreign tax limitations. Goodwill of $59.1 million and other intangible assets of $50.2 million are expected to be deductible for U.S. federal income tax purposes, a portion of which give rise to annual foreign tax credit limitations subject to the provisions of IRC Section 901(m). The Company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but the Company is waiting for additional information necessary to finalize those fair values. Thus, the provisional measurement of fair value set forth above related to PMG is subject to change as this acquisition is still within the one year measurement period. Such changes are not expected to be significant. The Company expects to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date. | |||||||||||||
(b) Pro Forma Financial Information | |||||||||||||
The unaudited pro forma results of operations for the three and nine months ended September 30, 2012 assumes that the 2012 acquisitions were completed on January 1, 2011. There we no acquisitions completed in the three and nine months ended September 30, 2013 and thus there are no differences between the reported and pro forma results of operations. | |||||||||||||
For the three and nine months ended September 30, 2012, pro forma revenues were $145.2 million and $431.2 million, respectively. For the three and nine months ended September 30, 2012, pro forma net loss per share, on both a basic and diluted basis, was $0.13 and $0.46, respectively. | |||||||||||||
For the three and nine months ended September 30, 2012, the pro forma results include adjustments to reflect additional interest expense of $1.4 million and $4.8 million, respectively, associated with the funding of the acquisitions assuming that acquisition related debt was incurred on January 1, 2011. In addition, incremental depreciation and amortization expense was recorded as if the acquisitions had occurred on January 1, 2011 and amounted to $2.3 million and $8.7 million for the three and nine months ended September 30, 2012, respectively. Finally, adjustments of $1.6 million and $591,000 were made to reduce SGA expenses for the three and nine months ended September 30, 2012, respectively, principally related to certain salary and other personal expenses attributable to the previous owners of the acquired businesses. These adjustments represent contractual reductions and are considered to be non-recurring and are not expected to have a continuing impact on the operations of the Company. | |||||||||||||
The pro forma financial information presented above is not necessarily indicative of either the results of operations that would have occurred had the acquisitions been effective as of January 1, 2011 or of future operations of the Company. |
Note_4_Property_Equipment_and_
Note 4 - Property, Equipment and Leasehold Improvements | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||||||
(4) Property, Equipment and Leasehold Improvements | |||||||||||||
Property, equipment and leasehold improvements at December 31, 2012 and September 30, 2013, consist of the following (in thousands): | |||||||||||||
Estimated | December 31, | September 30, | |||||||||||
useful lives | 2012 | 2013 | |||||||||||
(years) | |||||||||||||
Building | 15 | $ | 600 | $ | 600 | ||||||||
Computer and office equipment | 3 | 15,557 | 18,472 | ||||||||||
Furniture and fixtures | 3 | to | 5 | 2,586 | 3,225 | ||||||||
Leasehold improvements | Lease term | 1,877 | 2,740 | ||||||||||
20,620 | 25,037 | ||||||||||||
Less accumulated depreciation and amortization | 10,287 | 14,300 | |||||||||||
Total | $ | 10,333 | $ | 10,737 | |||||||||
Depreciation expense for the three and nine months ended September 30, 2012 was $1.4 million and $4.0 million, respectively. Depreciation expense for the three and nine months ended September 30, 2013 was $1.4 million and $4.2 million, respectively. |
Note_5_Goodwill_and_Intangible
Note 5 - Goodwill and Intangible Assets | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | |||||||||||||||||
(5) Goodwill and Intangible Assets | ||||||||||||||||||
Goodwill at December 31, 2012 and September 30, 2013 consists of the following (in thousands): | ||||||||||||||||||
December 31, | September 30, | |||||||||||||||||
2012 | 2013 | |||||||||||||||||
Balance at beginning of period | $ | 300,260 | $ | 370,143 | ||||||||||||||
Goodwill acquired during the period | 60,373 | — | ||||||||||||||||
Adjustments to prior year acquisitions | 7,109 | 5,629 | ||||||||||||||||
Effect of foreign currency translation | 2,401 | (6,947 | ) | |||||||||||||||
Balance at end of period | $ | 370,143 | $ | 368,825 | ||||||||||||||
Intangible assets at December 31, 2012 and September 30, 2013, consist of the following (in thousands): | ||||||||||||||||||
31-Dec-12 | ||||||||||||||||||
Estimated | Gross | Accumulated | Net | |||||||||||||||
useful lives | carrying | amortization | carrying | |||||||||||||||
(months) | amount | value | ||||||||||||||||
Amortizable intangible assets: | ||||||||||||||||||
Customer relationships | 40 | to | 60 | $ | 204,699 | $ | (90,040 | ) | $ | 114,659 | ||||||||
Tradenames | 45 | to | 84 | 60,620 | (24,413 | ) | 36,207 | |||||||||||
Covenants not-to-compete | 36 | 3,116 | (2,313 | ) | 803 | |||||||||||||
Technology | 24 | to | 40 | 7,530 | (6,303 | ) | 1,227 | |||||||||||
Totals | $ | 275,965 | $ | (123,069 | ) | $ | 152,896 | |||||||||||
30-Sep-13 | ||||||||||||||||||
Estimated | Gross | Accumulated | Net | |||||||||||||||
useful lives | carrying | amortization | carrying | |||||||||||||||
(months) | amount | value | ||||||||||||||||
Amortizable intangible assets: | ||||||||||||||||||
Customer relationships | 40 | to | 60 | $ | 199,889 | $ | (122,907 | ) | $ | 76,982 | ||||||||
Tradenames | 45 | to | 84 | 59,395 | (33,211 | ) | 26,184 | |||||||||||
Covenants not-to-compete | 36 | 3,744 | (2,734 | ) | 1,010 | |||||||||||||
Technology | 24 | to | 40 | 7,478 | (7,148 | ) | 330 | |||||||||||
Totals | $ | 270,506 | $ | (166,000 | ) | $ | 104,506 | |||||||||||
The aggregate intangible amortization expense was $13.1 million and $38.2 million for the three and nine months ended September 30, 2012, respectively. The aggregate intangible amortization expense was $14.5 million and $43.9 million for the three and nine months ended September 30, 2013, respectively. | ||||||||||||||||||
The estimated future amortization expense of intangible assets is as follows (in thousands): | ||||||||||||||||||
Amount | ||||||||||||||||||
Three months ended December 31, 2013 | $ | 13,093 | ||||||||||||||||
Year ended December 31: | ||||||||||||||||||
2014 | 38,292 | |||||||||||||||||
2015 | 28,921 | |||||||||||||||||
2016 | 15,393 | |||||||||||||||||
2017 | 8,391 | |||||||||||||||||
Thereafter | 416 | |||||||||||||||||
Total | $ | 104,506 | ||||||||||||||||
Note_6_Accrued_Expenses
Note 6 - Accrued Expenses | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | ||||||||
(6) Accrued Expenses | |||||||||
Accrued expenses at December 31, 2012 and September 30, 2013 consist of the following (in thousands): | |||||||||
December 31, | September 30, | ||||||||
2012 | 2013 | ||||||||
Accrued compensation and benefits | $ | 7,217 | $ | 9,848 | |||||
Accrued selling and professional fees | 5,777 | 5,768 | |||||||
Accrued income, value added and other taxes | 17,256 | 15,152 | |||||||
Accrued medical panel fees | 2,646 | 2,804 | |||||||
Other accrued expenses | 3,099 | 4,200 | |||||||
Total | $ | 35,995 | $ | 37,772 | |||||
Note_7_Stockholders_Equity
Note 7 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
(7) Stockholders’ Equity | |
During the nine months ended September 30, 2013, the Company issued approximately 1.5 million shares of common stock to settle options exercised during the period. | |
During the nine months ended September 30, 2013, the Company issued approximately 59,000 shares of common stock to settle warrants exercised during the period. | |
During the nine months ended September 30, 2013, the Company issued approximately 231,000 shares of restricted stock with a fair value of $3.2 million to certain officers and employees for services to be provided during the next three years. The Company is recording the expense related to these awards in SGA expenses over the requisite service period. | |
During the nine months ended September 30, 2013, the Company issued approximately 20,000 shares of restricted stock with a fair value of $485,000 to the members of the Board of Directors as compensation for services to be provided in the upcoming year. The Company is recording the expense related to these awards in SGA expenses over the one-year service period. | |
During the nine months ended September 30, 2013, the Company issued approximately 37,000 shares of common stock to settle vested restricted stock units granted in early 2013 as compensation to certain employees for services provided in the year ended December 31, 2012. The Company recorded the expense related to these awards in SGA expenses over the requisite service period. | |
During the nine months ended September 30, 2013, the Company did not repurchase any shares under the share repurchase program. As of September 30, 2013, the Company has approximately 905,000 shares of common stock held as treasury shares with an average value of $9.38 per share, and the ability to repurchase an additional $10.2 million in shares of its common stock. |
Note_8_Related_Party_Transacti
Note 8 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
(8) Related Party Transactions | |
The Senior Secured Revolving Credit Facility contains a provision requiring the Company to use a third party to perform financial due diligence for acquisitions exceeding a certain size. With the approval of the senior lender, the Company engaged RedRidge Finance Group (“RedRidge”) to assist it with financial due diligence and incurred $40,000 and $160,000 in fees pertaining to acquisition-related work performed during the three and nine months ended September 30, 2012, respectively. The Company incurred $16,000 and $67,000 in fees pertaining to acquisition-related work performed during the three and nine months ended September 30, 2013, respectively. P&P Investment, LLC (“P&P”), a company owned by Richard Perlman and James Price, the Executive Chairman and Chief Executive Officer, respectively, of the Company, is a minority owner and lender to RedRidge. Prior to August 1, 2013, P&P, Mr. Perlman and Mr. Price waived any ownership right P&P had to any portion of the diligence fees paid by the Company to RedRidge. This waiver terminated as of August 1, 2013. | |
In June 2010, the Company entered into a lease agreement with Compass Partners ("Compass"), an entity owned and controlled by Mr. Perlman, the Executive Chairman, for corporate office space located at 655 Madison Avenue, 23rd Floor, New York, NY. Pursuant to the lease, which runs from April 1, 2010 through June 30, 2014, the Company paid Compass a rental fee of $10,080 per month in 2010, which fee was subject to increase commencing January 1, 2011 based on a proportionate pass through of base rent increases and increases for property taxes and building operating expenses. In the three and nine months ended September 30, 2012, the Company paid Compass $31,000 and $94,000 in rental payments, respectively. In the three and nine months ended September 30, 2013, the Company paid Compass $48,000 and $112,000 in rental payments, respectively. |
Note_9_Commitments_and_Conting
Note 9 - Commitments and Contingencies | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
(9) Commitments and Contingencies | |||||
(a) Lease Commitments | |||||
The Company and its subsidiaries lease office space and office related equipment under noncancelable operating leases with various expiration dates from 2013 through 2023. | |||||
Future minimum lease payments under the operating leases for the three months ended December 31, 2013 and in each of the years subsequent to December 31, 2013 are as follows (in thousands): | |||||
Amount | |||||
Three months ended December 31, 2013 | $ | 3,228 | |||
Year ended December 31: | |||||
2014 | 11,573 | ||||
2015 | 10,023 | ||||
2016 | 6,995 | ||||
2017 | 5,280 | ||||
Thereafter | 7,731 | ||||
Total | $ | 44,830 | |||
Related rent expense was $2.4 million and $7.1 million for the three and nine months ended September 30, 2012, respectively. Related rent expense was $3.1 million and $9.2 million for the three and nine months ended September 30, 2013, respectively. | |||||
(b) Employee Benefit Plans | |||||
The Company and certain of its subsidiaries each sponsor separate voluntary defined contribution pension plans. The plans cover employees that meet specific age and length of service requirements. The Company and certain of its subsidiaries have various matching and vesting arrangements within their individual plans. For the three and nine months ended September 30, 2012, the Company recorded $149,000 and $380,000 in compensation expense related to these plans, respectively. For the three and nine months ended September 30, 2013, the Company recorded $144,000 and $ 421,000 in compensation expense related to these plans, respectively. |
Note_10_LongTerm_Debt
Note 10 - Long-Term Debt | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||
Debt Disclosure [Text Block] | ' | ||||||||||
(10) Long-Term Debt | |||||||||||
December 31, | September 30, | ||||||||||
2012 | 2013 | ||||||||||
(In thousands) | |||||||||||
Senior Unsecured Notes Payable (a) | $ | 250,000 | $ | 250,000 | |||||||
Senior Secured Revolving Credit Facility, Bank of America, N.A. (b) | 99,926 | 66,596 | |||||||||
Working capital facilities, Barclays (c) | 34,459 | 34,630 | |||||||||
Various subordinated unsecured notes payable; maturing at various dates from 2011 through 2014 (d) | 575 | 314 | |||||||||
384,960 | 351,540 | ||||||||||
Less current portion | 6,258 | 314 | |||||||||
$ | 378,702 | $ | 351,226 | ||||||||
(a) On July 19, 2011, the Company closed a private offering of $250.0 million in aggregate principal amount of 9.0% senior notes due 2019 (the “Initial Notes”). The Initial Notes were issued at a price of 100% of their principal amount. A portion of the gross proceeds of $250.0 million were used to repay borrowings outstanding under the Company’s Senior Secured Revolving Credit Facility and pay related fees and expenses, and the remainder was used for general corporate purposes, including acquisitions. In June 2012, in accordance with the registration rights granted to the original purchasers of the Initial Notes, the Company completed an exchange offer of the privately placed Initial Notes for new 9.0% senior notes due 2019 (the “Exchange Notes,” and together with the Initial Notes, the “Senior Unsecured Notes”) registered with the SEC with substantially identical terms to the Initial Notes. The Senior Unsecured Notes are senior obligations of ExamWorks and are guaranteed by ExamWorks’ existing and future U.S. subsidiaries (the “Guarantors”). | |||||||||||
The Senior Unsecured Notes were issued under an Indenture, dated as of July 19, 2011 (the “Indenture”), among the Company, the Guarantors and U.S. Bank, National Association, as trustee (the “Trustee”). The Senior Unsecured Notes are the Company’s general senior unsecured obligations, and rank equally with the Company’s existing and future senior unsecured obligations and senior to all of the Company’s further subordinated indebtedness. The Senior Unsecured Notes accrue interest at a rate of 9.0% per year, payable semi-annually in cash in arrears on January 15 and July 15 of each year, commencing January 15, 2012. | |||||||||||
At any time on or after July 15, 2015, the Company may redeem some or all of the Senior Unsecured Notes at the redemption prices stated in the Indenture, plus accrued and unpaid interest to the date of redemption. Prior to July 15, 2014, the Company may redeem up to 35% of the aggregate principal amount of the Senior Unsecured Notes with net cash proceeds from certain equity offerings at a redemption price equal to 109% of the aggregate principal amount of the Senior Unsecured Notes, plus accrued and unpaid interest, if any, provided that at least 65% of the original aggregate principal amount of the Senior Unsecured Notes remains outstanding after redemption. Further, the Company may redeem some or all of the of the Senior Unsecured Notes at any time prior to July 15, 2015 at a redemption price equal to 100% of the principal amount of the Senior Unsecured Notes plus a make whole premium described in the Indenture, plus accrued and unpaid interest. | |||||||||||
The Indenture includes covenants which, subject to certain exceptions, limit the ability of the Company and its restricted subsidiaries (as defined in the Indenture) to, among other things, incur additional indebtedness, make certain types of restricted payments, incur liens on assets of the Company or the restricted subsidiaries, engage in asset sales and enter into transactions with affiliates. Upon a change of control (as defined in the Indenture), the Company may be required to make an offer to repurchase the Senior Unsecured Notes at 101% of their principal amount, plus accrued and unpaid interest. The Indenture also contains customary events of default. | |||||||||||
(b) The Company entered into a credit agreement dated November 2, 2010 with Bank of America, N.A (the “Senior Secured Revolving Credit Facility”). The Senior Secured Revolving Credit Facility initially consisted of a $180.0 million revolving credit facility. The Senior Secured Revolving Credit Facility is available to finance the Company’s acquisition program and working capital needs. On February 9, 2011, the Company exercised the accordion feature of the Senior Secured Revolving Credit Facility, increasing the facility from $180.0 million to $245.0 million. | |||||||||||
On May 6, 2011, the Company increased and fully exercised the accordion features of the Senior Secured Revolving Credit Facility. The increase and exercise of the accordion feature increased the committed capacity of the credit facility by $55.0 million, from a total of $245.0 million to a total of $300.0 million. | |||||||||||
On July 7, 2011, the Company entered into a second amendment to its Senior Secured Revolving Credit Facility (the “Second Amendment”) which became effective simultaneously with the consummation of the Company’s private offering of the Senior Unsecured Notes. The Second Amendment amended the Senior Secured Revolving Credit Facility to, among other things, (i) extend the maturity date of the Senior Secured Revolving Credit Facility from November 2013 to July 2016; (ii) permit the issuance and sale of the Senior Unsecured Notes; (iii) replace the consolidated senior leverage ratio with a consolidated senior secured leverage ratio while permitting the maximum consolidated senior secured leverage ratio to be 3.00 to 1; (iv) permit the Company’s maximum consolidated leverage ratio to increase from 3.5 to 1 to 4.75 to 1; (v) reduce the borrowing cost; and (vi) allow the Company to complete acquisitions with a purchase price of up to $75.0 million (previously $50.0 million) without prior lender consent. The Second Amendment also reduced the aggregate revolving commitments under the Senior Secured Revolving Credit Facility by $37.5 million for a maximum commitment of $262.5 million, subject to the Company’s right to increase the aggregate revolving commitments by $37.5 million for a maximum commitment of $300.0 million, so long as the Company is not in default and the Company satisfies certain other customary conditions. | |||||||||||
On February 27, 2012, the Company entered into a third amendment to its Senior Secured Revolving Credit Facility (the “Third Amendment”). The Third Amendment amended the Senior Secured Revolving Credit Facility as to the definitions of consolidated fixed charges and consolidated fixed charge coverage ratio and does not permit the consolidated fixed charge coverage ratio as of the end of any fiscal quarter to be less than (i) for any fiscal quarter ending during the period from December 31, 2011 to and including September 30, 2012, 1.75 to 1.00 and (ii) for any fiscal quarter ending thereafter, 2.00 to 1.00. | |||||||||||
On August 27, 2012, the Company entered into a fourth amendment to its Senior Secured Revolving Credit Facility (the “Fourth Amendment”). The Fourth Amendment amended the Senior Secured Revolving Credit Facility to add the Australian dollar as an alternative currency and increased the alternative currency sublimit from USD $60.0 million to USD $100.0 million. | |||||||||||
On June 27, 2013, the Company entered into a fifth amendment to its Senior Secured Revolving Credit Facility (the “Fifth Amendment”). Among other changes, the Fifth Amendment modifies the Credit Agreement to permit an implementation of an auto-borrow agreement between the swing line lender and the Company to facilitate the Company’s cash management, incorporates new provisions related to swap regulations and updates various provisions related to the LIBOR rate, Foreign Account Tax Compliance Act and the International Financial Reporting Standards. | |||||||||||
Borrowings under the Senior Secured Revolving Credit Facility, as amended, bear interest, at either (i) LIBOR plus the applicable margin or (ii) a base rate (equal to the highest of (a) the federal funds rate plus 0.5%, (b) the Bank of America prime rate and (c) LIBOR (using a one month-period) plus 1.0%), plus the applicable margin, as the Company elects. The applicable margin means a percentage per annum determined in accordance with the following table: | |||||||||||
Pricing Tier | Consolidated Senior Secured Leverage Ratio | Commitment | Letter of Credit Fee | Eurocurrency Rate Loans | Base Rate Loans | ||||||
Fee/Unused | |||||||||||
Line Fee | |||||||||||
1 | ≥ 2.50 to 1.0 | 0.50% | 3.75% | 3.75% | 2.75% | ||||||
2 | ≥ 2.00 to 1.0 but < 2.50 to 1.0 | 0.45% | 3.50% | 3.50% | 2.50% | ||||||
3 | ≥ 1.50 to 1.0 but < 2.00 to 1.0 | 0.40% | 3.25% | 3.25% | 2.25% | ||||||
4 | ≥ 1.00 to 1.0 but < 1.50 to 1.0 | 0.35% | 3.00% | 3.00% | 2.00% | ||||||
5 | < 1.00 to 1.0 | 0.30% | 2.75% | 2.75% | 1.75% | ||||||
In the event of default, the outstanding indebtedness under the facility will bear interest at an additional 2.00%. | |||||||||||
The Senior Secured Revolving Credit Facility contains restrictive covenants, including among other things, financial covenants requiring the Company to not exceed a maximum consolidated senior secured leverage coverage ratio and a maximum total consolidated leverage ratio and to maintain a minimum consolidated fixed charge coverage ratio. The Senior Secured Revolving Credit Facility also restricts the Company’s ability (subject to certain exceptions) to incur indebtedness, prepay or amend other indebtedness, create liens, make certain fundamental changes including mergers or dissolutions, pay dividends and make other payments in respect of capital stock, make certain investments, sell assets, change its lines of business, enter into transactions with affiliates and other corporate actions. | |||||||||||
As of September 30, 2013, the Company had $66.6 million outstanding under the Senior Secured Revolving Credit Facility, resulting in $195.9 million of undrawn commitments. The credit agreement governing the Company’s Senior Secured Revolving Credit Facility contains restrictive covenants, including among other things, financial covenants which may limit the amount of borrowings available. | |||||||||||
(c) On September 29, 2010, the Company’s indirect 100% owned subsidiary UKIM entered into a Sales Finance Agreement (the “UKIM SFA”) with Barclays Bank PLC (“Barclays”), pursuant to which Barclays provides UKIM a working capital facility of up to £5,000,000, subject to the terms and conditions of the UKIM SFA. The working capital facility bore a discount margin of 2.5% over Base Rate and serves to finance UKIM’s unpaid account receivables. The working capital facility had a minimum term of 36 months. On June 28, 2013, UKIM entered into an amendment to extend the term of the existing UKIM SFA by 24 months from June 28, 2013, to amend the discount margin to 2.4% over Base Rate (0.5% rate on September 30, 2013) and to provide that payments by UKIM for certain non-working capital purposes are permitted under the UKIM SFA. The working capital facility operates on a co-terminus and cross-default basis with other facilities provided by Barclays and with the Senior Secured Revolving Credit Facility. As of September 30, 2013, UKIM had $7.3 million outstanding under the working capital facility, resulting in approximately $729,000 in availability. | |||||||||||
On May 12, 2011, the Company’s indirect 100% owned subsidiary Premex entered into a Sales Finance Agreement (the “Premex SFA”) with Barclays, pursuant to which Barclays provides Premex a working capital facility of up to £26,500,000, subject to the terms and conditions of the Premex SFA. The working capital facility bears a discount margin of 2.4% over Base Rate (0.5% rate on September 30, 2013) and serves to finance Premex’s unpaid account receivables. The working capital facility had a minimum term of 36 months. On June 28, 2013, Premex entered into an amendment to extend the term of the existing Premex SFA by 24 months from June 28, 2013, and to provide that payments by Premex for certain non-working capital purposes are permitted under the Premex SFA. The working capital facility operates on a co-terminus and cross-default basis with other facilities provided by Barclays and with the Senior Secured Revolving Credit Facility. As of September 30, 2013, Premex had $27.3 million outstanding under the working capital facility, resulting in approximately $15.5 million in availability. | |||||||||||
(d) During 2009 and 2010, the Company issued seller debt in the form of subordinated unsecured notes payable with an estimated fair value of approximately $6.9 million relating to certain acquisitions. These notes are unsecured and subordinated to the Senior Secured Revolving Credit Facility and the Senior Unsecured Notes issued in July 2011. Five notes payable totaling $4.4 million bore interest at 6%, and were payable quarterly with amounts ranging between $50,000 and $76,000, with maturity dates ranging from August 2011 through March 2013. The remaining balance of the notes payable, $2.5 million, are noninterest bearing and are payable annually with amounts ranging between $250,000 and $750,000, maturing in 2014. The Company made principal payments totaling $270,000 during the nine months ended September 30, 2013. | |||||||||||
As of September 30, 2013, future maturities of long-term debt were as follows (in thousands): | |||||||||||
Amount | |||||||||||
Three months ended December 31, 2013 | $ | — | |||||||||
Year ended December 31: | |||||||||||
2014 | 314 | ||||||||||
2015 | 34,630 | ||||||||||
2016 | 66,596 | ||||||||||
2017 | — | ||||||||||
Thereafter | 250,000 | ||||||||||
Total | $ | 351,540 | |||||||||
Note_11_Financial_Instruments
Note 11 - Financial Instruments | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value Disclosures [Abstract] | ' |
Fair Value Disclosures [Text Block] | ' |
(11) Financial Instruments | |
The FASB issued ASC Topic 815, Derivatives and Hedging, (“ASC 815”), which establishes accounting and reporting standards for derivative instruments. ASC 815 requires an entity to recognize all derivatives as either assets or liabilities and measure those instruments at fair value. Derivatives that do not qualify as a hedge must be adjusted to fair value in earnings. If the derivative does qualify as a hedge under ASC 815, changes in the fair value will either be offset against the change in fair value of the hedged assets, liabilities or firm commitments or recognized in accumulated other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a hedge’s change in fair value will be immediately recognized in earnings. | |
In August 2008, in order to protect against interest rate exposure on its variable-rate debt, the Company entered into an interest rate swap to fix the interest rate applicable to certain of its variable-rate debt. The agreement swapped one-month LIBOR for a fixed interest rate of 4.36% with a notional amount of $4.8 million as of December 31, 2012. The interest rate swap agreement matured on July 15, 2013. The Company did not meet the criteria for hedge accounting under ASC 815, thus the difference between its amortized cost and its fair value resulted in an unrealized gain at September 30, 2012 and 2013 of $169,000 and $101,000 respectively, and such amount was reported in interest and other expenses, net on the accompanying Consolidated Statements of Comprehensive Income (Loss). | |
In September 2012, in order to protect against foreign currency exposure on its Australian operations, the Company borrowed in Australian dollars under the Senior Secured Revolving Credit Facility as a hedge of its net investment in Australia related to the MedHealth acquisition. The Company had outstanding debt of approximately AUD$50.0 million that was designated as a hedge of its net investment in Australia as of December 31, 2012. This non-derivative net investment hedge was classified as long-term debt in the Company’s Consolidated Balance Sheets. In accordance with ASC 815, the translation of this debt instrument designated as a net investment hedge is recorded in accumulated other comprehensive loss, offsetting the currency translation adjustment of the related net investment that is also recorded in accumulated other comprehensive loss. The AUD$ denominated debt was paid off in full in the second quarter of 2013 and as of September 30, 2013, all outstanding debt under the Senior Secured Revolving Credit Facility is denominated in U.S. dollars. | |
Beginning in the second quarter of 2013, in order to protect against foreign currency exposure in its Australian operations, the Company entered into forward foreign currency contracts as a hedge of AUD $60.0 million of its net investment in Australia. Beginning in the third quarter of 2013, the Company also entered into forward foreign currency contracts as a hedge of £40.0 million of its net investment in the U.K. The Company settled certain of its hedge positions in the second and third quarters of 2013 and received $500,000 in net proceeds. This amount was classified in other comprehensive income in the Company’s Consolidated Balance Sheet, offsetting the currency translation adjustment of the related net investment that is also recorded in accumulated other comprehensive loss, and is reported net of the effect of income taxes. As of September 30, 2013, the Company had a net liability of $272,000 recorded in other current liabilities with the offsetting unrealized loss being recorded in accumulated other comprehensive loss in its Consolidated Balance Sheets associated with open forward foreign currency contracts which matured on October 30, 2013. | |
The Company does not enter into derivative transactions for speculative purposes. |
Note_12_Income_Taxes
Note 12 - Income Taxes | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
Income Tax Disclosure [Text Block] | ' | ||||
(12) Income Taxes | |||||
In preparing its financial statements, the Company estimates income taxes in each of the jurisdictions in which it operates. This process involves estimating actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and financial reporting purposes. These differences result in deferred income tax assets and liabilities | |||||
Additionally, the Company currently has significant deferred tax assets and other deductible temporary differences including basis differences between intangible assets. The Company does not provide a valuation allowance against its deferred tax assets as the Company believes that it is more likely than not that all of the deferred tax assets will be realized based on available evidence including scheduled reversal of deferred tax liabilities, projected future taxable income and other tax planning considerations. | |||||
The Company applies the provisions of ASC 740 as it relates to uncertain tax positions. This interpretation prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. ASC 740 states that a tax benefit from an uncertain tax position may be recognized only if it is “more likely than not” that the position is sustainable, based on its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority having full knowledge of all relevant information. | |||||
As of December 31, 2012, the liability related to unrecognized tax benefits was approximately $327,000. The Company recorded an additional liability of $9,000 in the nine months ended September 30, 2013 related to interest and penalties on prior year tax positions. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. | |||||
The following table summarizes the activity related to the unrecognized tax benefits for the period ended September 30, 2013 (in thousands): | |||||
Balance at January 1, 2013 | $ | 327 | |||
Increase to prior year tax positions | 9 | ||||
Increase to current year tax positions | — | ||||
Expiration of the statute of limitations for the assessment of taxes | — | ||||
Decrease related to settlements | — | ||||
Balance at September 30, 2013 | $ | 336 | |||
The Company is no longer subject to U.S. federal income or state tax return examinations by tax authorities for tax years before 2008 and 2007, respectively, which periods relate to certain acquired businesses. The Company operates in multiple taxing jurisdictions and faces audits from various tax authorities. The Company remains subject to examination until the statute of limitations expires for the respective tax jurisdiction. The Company does not anticipate that the amount of the unrecognized benefit will significantly increase or decrease within the next 12 months. | |||||
Undistributed earnings of the Company’s foreign subsidiaries are considered indefinitely reinvested and, accordingly, no provision for U.S. federal income taxes has been recorded. Deferred taxes are provided for earnings outside the United States when those earnings are not considered indefinitely reinvested. |
Note_13_Segment_and_Geographic
Note 13 - Segment and Geographical Information | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Reporting Disclosure [Text Block] | ' | ||||||||||||||||
(13) Segment and Geographical Information | |||||||||||||||||
The Company applies the provisions of ASC Topic 280, Segment Reporting, (“ASC Topic 280”). ASC 280, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products, major customers and the geographies in which the entity holds material assets and reports revenue. An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the chief operating decision maker and for which discrete financial information is available. Based on the provisions of ASC 280, the Company has determined that it operates in one segment. The Company manages its resources and assesses its performance on an enterprise-wide basis. The Company’s product groups qualify for aggregation under ASC 280 due to their similarities in customer base, economic characteristics, and the nature of products and services provided. Additionally, for the three and nine months ended September 30, 2012 and 2013, each of the Company’s peer review, bill review, and related services, comprised less than 10% of the Company’s consolidated revenues. | |||||||||||||||||
Information relating to the Company’s revenues and long-lived assets by geography is as follows (in thousands): | |||||||||||||||||
Revenues: | For the three months ended | For the nine months ended | |||||||||||||||
September 30, | September 30, | ||||||||||||||||
2012 | 2013 | 2012 | 2013 | ||||||||||||||
United States | $ | 84,784 | $ | 93,963 | $ | 260,442 | $ | 280,634 | |||||||||
Canada | 6,553 | 7,290 | 20,457 | 22,986 | |||||||||||||
United Kingdom | 33,521 | 34,604 | 95,474 | 103,645 | |||||||||||||
Australia | 5,227 | 16,497 | 5,227 | 49,940 | |||||||||||||
Total | $ | 130,085 | $ | 152,354 | $ | 381,600 | $ | 457,205 | |||||||||
Long-lived assets: (1) | December 31, | September 30, | |||||||||||||||
2012 | 2013 | ||||||||||||||||
United States | $ | 337,831 | $ | 321,286 | |||||||||||||
Canada | 34,919 | 26,242 | |||||||||||||||
United Kingdom | 99,140 | 95,409 | |||||||||||||||
Australia | 94,291 | 78,415 | |||||||||||||||
Total | $ | 566,181 | $ | 521,352 | |||||||||||||
(1) Long-lived assets are noncurrent assets excluding deferred tax assets and deferred financing costs. |
Note_14_Condensed_Consolidatin
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Condensed Consolidating Financial Information Of Guarantor Subsidiaries [Abstract] | ' | ||||||||||||||||||||
Condensed Consolidating Financial Information Of Guarantor Subsidiaries | ' | ||||||||||||||||||||
(14) Condensed Consolidating Financial Information of Guarantor Subsidiaries | |||||||||||||||||||||
The Company has outstanding certain indebtedness that is guaranteed by all of its U.S. subsidiaries. However, the indebtedness is not guaranteed by the Company’s foreign subsidiaries. The guarantor subsidiaries are 100% owned and the guarantees are made on a joint and several basis, and are full and unconditional. Separate consolidated financial statements of the guarantor subsidiaries have not been presented because management believes that such information would not be material to investors. However, condensed consolidating financial information as of December 31, 2012 and September 30, 2013, and for the three and nine months ended September 30, 2012 and 2013 is presented below. The Company (issuer of the Senior Unsecured Notes) was formed in June 2010 to implement a holding company organizational structure. As a result, all operating activities are conducted through the Company’s 100% owned subsidiaries. On August 31, 2012, the Company acquired 100% of the outstanding common stock of MedHealth Holdings Pty Limited ("MedHealth"), an Australian entity. In connection with this acquisition, the Company formed a new Delaware holding company, ExamWorks AP, Inc. (“ExamWorks AP”). ExamWorks AP was added to the Indenture as a guarantor of the Senior Unsecured Notes and is a direct subsidiary of the Company. | |||||||||||||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) for the three months ended September 30, 2012 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Guarantor | Non- | ExamWorks | Consolidated | ||||||||||||||||||
Subsidiaries | Guarantor | Group, Inc. | Totals | ||||||||||||||||||
Subsidiaries | (Parent | ||||||||||||||||||||
Corporation) | |||||||||||||||||||||
Revenues | $ | 84,785 | $ | 45,300 | $ | — | $ | 130,085 | |||||||||||||
Costs and expenses: | |||||||||||||||||||||
Costs of revenues | 60,025 | 26,055 | — | 86,080 | |||||||||||||||||
Selling, general and administrative expenses | 15,003 | 13,278 | — | 28,281 | |||||||||||||||||
Depreciation and amortization | 8,480 | 5,978 | — | 14,458 | |||||||||||||||||
Total costs and expenses | 83,508 | 45,311 | — | 128,819 | |||||||||||||||||
Income (loss) from operations | 1,277 | (11 | ) | — | 1,266 | ||||||||||||||||
Interest and other expenses, net | 5,937 | 1,609 | — | 7,546 | |||||||||||||||||
Loss before income taxes | (4,660 | ) | (1,620 | ) | — | (6,280 | ) | ||||||||||||||
Provision (benefit) for income taxes | (3,692 | ) | 2,038 | — | (1,654 | ) | |||||||||||||||
Net loss | $ | (968 | ) | $ | (3,658 | ) | $ | — | $ | (4,626 | ) | ||||||||||
Comprehensive Income (Loss): | |||||||||||||||||||||
Net loss | $ | (968 | ) | $ | (3,658 | ) | $ | — | $ | (4,626 | ) | ||||||||||
Foreign currency translation adjustments, net of tax | (159 | ) | 4,572 | — | 4,413 | ||||||||||||||||
Total comprehensive income (loss) | $ | (1,127 | ) | $ | 914 | $ | — | $ | (213 | ) | |||||||||||
Condensed Consolidating Statement of Comprehensive Loss for the nine months ended September 30, 2012 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Guarantor | Non- | ExamWorks | Consolidated | ||||||||||||||||||
Subsidiaries | Guarantor | Group, Inc. | Totals | ||||||||||||||||||
Subsidiaries | (Parent | ||||||||||||||||||||
Corporation) | |||||||||||||||||||||
Revenues | $ | 260,442 | $ | 121,158 | $ | — | $ | 381,600 | |||||||||||||
Costs and expenses: | |||||||||||||||||||||
Costs of revenues | 182,747 | 68,729 | — | 251,476 | |||||||||||||||||
Selling, general and administrative expenses | 47,449 | 37,193 | — | 84,642 | |||||||||||||||||
Depreciation and amortization | 25,881 | 16,364 | — | 42,245 | |||||||||||||||||
Total costs and expenses | 256,077 | 122,286 | — | 378,363 | |||||||||||||||||
Income (loss) from operations | 4,365 | (1,128 | ) | — | 3,237 | ||||||||||||||||
Interest and other expenses, net | 16,391 | 3,902 | — | 20,293 | |||||||||||||||||
Loss before income taxes | (12,026 | ) | (5,030 | ) | — | (17,056 | ) | ||||||||||||||
Provision (benefit) for income taxes | (6,938 | ) | 2,138 | — | (4,800 | ) | |||||||||||||||
Net loss | $ | (5,088 | ) | $ | (7,168 | ) | $ | — | $ | (12,256 | ) | ||||||||||
Comprehensive Loss: | |||||||||||||||||||||
Net loss | $ | (5,088 | ) | $ | (7,168 | ) | $ | — | $ | (12,256 | ) | ||||||||||
Foreign currency translation adjustments, net of tax | (159 | ) | 5,286 | — | 5,127 | ||||||||||||||||
Total comprehensive loss | $ | (5,247 | ) | $ | (1,882 | ) | $ | — | $ | (7,129 | ) | ||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss) for the three months ended September 30, 2013 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Guarantor | Non- | ExamWorks | Consolidated | ||||||||||||||||||
Subsidiaries | Guarantor | Group, Inc. | Totals | ||||||||||||||||||
Subsidiaries | (Parent | ||||||||||||||||||||
Corporation) | |||||||||||||||||||||
Revenues | $ | 93,963 | $ | 58,391 | $ | — | $ | 152,354 | |||||||||||||
Costs and expenses: | |||||||||||||||||||||
Costs of revenues | 66,733 | 34,098 | — | 100,831 | |||||||||||||||||
Selling, general and administrative expenses | 15,902 | 15,718 | — | 31,620 | |||||||||||||||||
Depreciation and amortization | 7,730 | 8,180 | — | 15,910 | |||||||||||||||||
Total costs and expenses | 90,365 | 57,996 | — | 148,361 | |||||||||||||||||
Income from operations | 3,598 | 395 | — | 3,993 | |||||||||||||||||
Interest and other expenses, net | 5,512 | 1,804 | — | 7,316 | |||||||||||||||||
Loss before income taxes | (1,914 | ) | (1,409 | ) | — | (3,323 | ) | ||||||||||||||
Provision (benefit) for income taxes | (3,451 | ) | 2,379 | — | (1,072 | ) | |||||||||||||||
Net income (loss) | $ | 1,537 | $ | (3,788 | ) | $ | — | $ | (2,251 | ) | |||||||||||
Comprehensive Income (Loss): | |||||||||||||||||||||
Net income (loss) | $ | 1,537 | $ | (3,788 | ) | $ | — | $ | (2,251 | ) | |||||||||||
Foreign currency translation adjustments, net of tax | (2,166 | ) | 5,212 | — | 3,046 | ||||||||||||||||
Total comprehensive income (loss) | $ | (629 | ) | $ | 1,424 | $ | — | $ | 795 | ||||||||||||
Condensed Consolidating Statement of Comprehensive Loss for the nine months ended September 30, 2013 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Guarantor | Non- | ExamWorks | Consolidated | ||||||||||||||||||
Subsidiaries | Guarantor | Group, Inc. | Totals | ||||||||||||||||||
Subsidiaries | (Parent | ||||||||||||||||||||
Corporation) | |||||||||||||||||||||
Revenues | $ | 280,634 | $ | 176,571 | $ | — | $ | 457,205 | |||||||||||||
Costs and expenses: | |||||||||||||||||||||
Costs of revenues | 197,937 | 102,396 | — | 300,333 | |||||||||||||||||
Selling, general and administrative expenses | 51,306 | 47,647 | — | 98,953 | |||||||||||||||||
Depreciation and amortization | 24,609 | 23,449 | — | 48,058 | |||||||||||||||||
Total costs and expenses | 273,852 | 173,492 | — | 447,344 | |||||||||||||||||
Income from operations | 6,782 | 3,079 | — | 9,861 | |||||||||||||||||
Interest and other expenses, net | 16,859 | 5,687 | — | 22,546 | |||||||||||||||||
Loss before income taxes | (10,077 | ) | (2,608 | ) | — | (12,685 | ) | ||||||||||||||
Provision (benefit) for income taxes | (8,329 | ) | 4,270 | — | (4,059 | ) | |||||||||||||||
Net loss | $ | (1,748 | ) | $ | (6,878 | ) | $ | — | $ | (8,626 | ) | ||||||||||
Comprehensive Loss: | |||||||||||||||||||||
Net loss | $ | (1,748 | ) | $ | (6,878 | ) | $ | — | $ | (8,626 | ) | ||||||||||
Foreign currency translation adjustments, net of tax | 516 | (7,452 | ) | — | (6,936 | ) | |||||||||||||||
Total comprehensive loss | $ | (1,232 | ) | $ | (14,330 | ) | $ | — | $ | (15,562 | ) | ||||||||||
Condensed Consolidating Balance Sheet as of December 31, 2012 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Guarantor | Non- | ExamWorks | Consolidation | Consolidated | |||||||||||||||||
Subsidiaries | Guarantor | Group, Inc. | and | Totals | |||||||||||||||||
Subsidiaries | (Parent | Elimination | |||||||||||||||||||
Corporation) | Entries | ||||||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 4,125 | $ | 4,502 | $ | — | $ | — | $ | 8,627 | |||||||||||
Accounts receivable, net | 43,939 | 100,737 | — | — | 144,676 | ||||||||||||||||
Other receivables | 17 | 4 | — | — | 21 | ||||||||||||||||
Prepaid expenses | 2,723 | 2,613 | — | — | 5,336 | ||||||||||||||||
Deferred tax assets | 37 | — | — | (21 | ) | 16 | |||||||||||||||
Other current assets | — | 1,213 | — | — | 1,213 | ||||||||||||||||
Total current assets | 50,841 | 109,069 | — | (21 | ) | 159,889 | |||||||||||||||
Property, equipment and leasehold improvements, net | 8,339 | 1,994 | — | — | 10,333 | ||||||||||||||||
Goodwill | 258,890 | 111,253 | — | — | 370,143 | ||||||||||||||||
Intangible assets, net | 62,420 | 90,476 | — | — | 152,896 | ||||||||||||||||
Long-term accounts receivable, less current portion | — | 31,708 | — | — | 31,708 | ||||||||||||||||
Deferred tax assets, noncurrent | 61 | 4,112 | — | — | 4,173 | ||||||||||||||||
Deferred financing costs, net | — | — | 10,258 | — | 10,258 | ||||||||||||||||
Other assets | 495 | 606 | — | — | 1,101 | ||||||||||||||||
Total assets | $ | 381,046 | $ | 349,218 | $ | 10,258 | $ | (21 | ) | $ | 740,501 | ||||||||||
Liabilities and Stockholders’ Equity (Deficit) | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | 14,756 | $ | 32,184 | $ | — | $ | — | $ | 46,940 | |||||||||||
Accrued expenses | 8,067 | 27,928 | — | — | 35,995 | ||||||||||||||||
Accrued interest expense | — | — | 10,918 | — | 10,918 | ||||||||||||||||
Deferred revenue | 103 | 3,848 | — | — | 3,951 | ||||||||||||||||
Current portion of subordinated unsecured notes payable | 275 | — | — | — | 275 | ||||||||||||||||
Deferred tax liability | — | 21 | — | (21 | ) | — | |||||||||||||||
Current portion of contingent earnout obligation | 91 | — | — | — | 91 | ||||||||||||||||
Current portion of working capital facilities | — | 5,983 | — | — | 5,983 | ||||||||||||||||
Other current liabilities | 2,226 | 3,747 | — | — | 5,973 | ||||||||||||||||
Total current liabilities | 25,518 | 73,711 | 10,918 | (21 | ) | 110,126 | |||||||||||||||
Senior unsecured notes payable | — | — | 250,000 | — | 250,000 | ||||||||||||||||
Senior secured revolving credit facility and working capital facilities, less current portion | — | 28,476 | 99,926 | — | 128,402 | ||||||||||||||||
Long-term subordinated unsecured notes payable, less current portion | 300 | — | — | — | 300 | ||||||||||||||||
Other long-term liabilities | 1,493 | 6,032 | — | — | 7,525 | ||||||||||||||||
Total liabilities | 27,311 | 108,219 | 360,844 | (21 | ) | 496,353 | |||||||||||||||
Commitments and contingencies | |||||||||||||||||||||
Stockholders’ equity (deficit) (1) | 353,735 | 240,999 | (350,586 | ) | — | 244,148 | |||||||||||||||
Total liabilities and stockholders' equity (deficit) | $ | 381,046 | $ | 349,218 | $ | 10,258 | $ | (21 | ) | $ | 740,501 | ||||||||||
(1) Includes intercompany investments in subsidiaries. | |||||||||||||||||||||
Condensed Consolidating Balance Sheet as of September 30, 2013 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Guarantor | Non- | ExamWorks | Consolidation | Consolidated | |||||||||||||||||
Subsidiaries | Guarantor | Group, Inc. | and | Totals | |||||||||||||||||
Subsidiaries | (Parent | Elimination | |||||||||||||||||||
Corporation) | Entries | ||||||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 1,193 | $ | 10,852 | $ | — | $ | — | $ | 12,045 | |||||||||||
Accounts receivable, net | 45,633 | 113,682 | — | — | 159,315 | ||||||||||||||||
Other receivables | 29 | — | — | — | 29 | ||||||||||||||||
Prepaid expenses | 2,583 | 3,429 | — | — | 6,012 | ||||||||||||||||
Deferred tax assets | 7 | — | — | (4 | ) | 3 | |||||||||||||||
Other current assets | — | 1,211 | — | — | 1,211 | ||||||||||||||||
Total current assets | 49,445 | 129,174 | — | (4 | ) | 178,615 | |||||||||||||||
Property, equipment and leasehold improvements, net | 7,428 | 3,309 | — | — | 10,737 | ||||||||||||||||
Goodwill | 248,999 | 119,826 | — | — | 368,825 | ||||||||||||||||
Intangible assets, net | 41,874 | 62,632 | — | — | 104,506 | ||||||||||||||||
Long-term accounts receivable, less current portion | — | 35,809 | — | — | 35,809 | ||||||||||||||||
Deferred tax assets, noncurrent | 11,187 | 5,256 | — | — | 16,443 | ||||||||||||||||
Deferred financing costs, net | — | 106 | 8,638 | — | 8,744 | ||||||||||||||||
Other assets | 490 | 985 | — | — | 1,475 | ||||||||||||||||
Total assets | $ | 359,423 | $ | 357,097 | $ | 8,638 | $ | (4 | ) | $ | 725,154 | ||||||||||
Liabilities and Stockholders’ Equity (Deficit) | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | 15,729 | $ | 35,259 | $ | — | $ | — | $ | 50,988 | |||||||||||
Accrued expenses | 2,587 | 35,185 | — | — | 37,772 | ||||||||||||||||
Accrued interest expense | — | — | 4,836 | — | 4,836 | ||||||||||||||||
Deferred revenue | 100 | 5,748 | — | — | 5,848 | ||||||||||||||||
Current portion of subordinated unsecured notes payable | 314 | — | — | — | 314 | ||||||||||||||||
Deferred tax liability | — | 4 | — | (4 | ) | — | |||||||||||||||
Other current liabilities | 2,001 | 4,080 | — | — | 6,081 | ||||||||||||||||
Total current liabilities | 20,731 | 80,276 | 4,836 | (4 | ) | 105,839 | |||||||||||||||
Senior unsecured notes payable | — | — | 250,000 | — | 250,000 | ||||||||||||||||
Senior secured revolving credit facility and working capital facilities | — | 34,630 | 66,596 | — | 101,226 | ||||||||||||||||
Other long-term liabilities | 1,335 | 6,400 | — | — | 7,735 | ||||||||||||||||
Total liabilities | 22,066 | 121,306 | 321,432 | (4 | ) | 464,800 | |||||||||||||||
Commitments and contingencies | |||||||||||||||||||||
Stockholders’ equity (deficit) (1) | 337,357 | 235,791 | (312,794 | ) | — | 260,354 | |||||||||||||||
Total liabilities and stockholders' equity (deficit) | $ | 359,423 | $ | 357,097 | $ | 8,638 | $ | (4 | ) | $ | 725,154 | ||||||||||
(1) Includes intercompany investments in subsidiaries. | |||||||||||||||||||||
Condensed Consolidating Statement of Cash Flows for the nine months ended September 30, 2012 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Guarantor | Non- | ExamWorks | Consolidated | ||||||||||||||||||
Subsidiaries | Guarantor | Group, Inc. | Totals | ||||||||||||||||||
Subsidiaries | (Parent | ||||||||||||||||||||
Corporation) | |||||||||||||||||||||
Net cash provided by operating activities | $ | 10,938 | $ | 4,149 | $ | — | $ | 15,087 | |||||||||||||
Investing activities: | |||||||||||||||||||||
Cash proceeds from (paid for) acquisitions, net | (96,942 | ) | 1,141 | — | (95,801 | ) | |||||||||||||||
Purchases of equipment and leasehold improvements, net | (4,379 | ) | (478 | ) | — | (4,857 | ) | ||||||||||||||
Working capital and other settlements for acquisitions | (857 | ) | 1,404 | — | 547 | ||||||||||||||||
Net cash provided by (used in) investing activities | (102,178 | ) | 2,067 | — | (100,111 | ) | |||||||||||||||
Financing activities: | |||||||||||||||||||||
Borrowings under senior secured revolving credit facility | — | — | 160,640 | 160,640 | |||||||||||||||||
Proceeds from the exercise of options and warrants | — | — | 1,254 | 1,254 | |||||||||||||||||
Net repayments of working capital facilities | — | (5,517 | ) | — | (5,517 | ) | |||||||||||||||
Purchases of stock for treasury | — | — | (387 | ) | (387 | ) | |||||||||||||||
Payment of deferred financing costs | — | — | (1,034 | ) | (1,034 | ) | |||||||||||||||
Repayment of subordinated unsecured notes payable | (975 | ) | — | — | (975 | ) | |||||||||||||||
Repayments under senior secured revolving credit facility | — | — | (71,000 | ) | (71,000 | ) | |||||||||||||||
Intercompany investments and other | 89,378 | — | (89,473 | ) | (95 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | 88,403 | (5,517 | ) | — | 82,886 | ||||||||||||||||
Exchange rate impact on cash and cash equivalents | — | 128 | — | 128 | |||||||||||||||||
Net increase (decrease) in cash and cash equivalents | (2,837 | ) | 827 | — | (2,010 | ) | |||||||||||||||
Cash and cash equivalents, beginning of period | 6,044 | 2,372 | — | 8,416 | |||||||||||||||||
Cash and cash equivalents, end of period | $ | 3,207 | $ | 3,199 | $ | — | $ | 6,406 | |||||||||||||
Condensed Consolidating Statement of Cash Flows for the nine months ended September 30, 2013 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Guarantor | Non- | ExamWorks | Consolidated | ||||||||||||||||||
Subsidiaries | Guarantor | Group, Inc. | Totals | ||||||||||||||||||
Subsidiaries | (Parent | ||||||||||||||||||||
Corporation) | |||||||||||||||||||||
Net cash provided by operating activities | $ | 13,477 | $ | 9,241 | $ | — | $ | 22,718 | |||||||||||||
Investing activities: | |||||||||||||||||||||
Purchases of equipment and leasehold improvements, net | (2,170 | ) | (2,588 | ) | — | (4,758 | ) | ||||||||||||||
Working capital and other settlements for acquisitions | (444 | ) | (125 | ) | — | (569 | ) | ||||||||||||||
Proceeds from foreign currency net investment hedge | 500 | — | — | 500 | |||||||||||||||||
Other | (332 | ) | — | — | (332 | ) | |||||||||||||||
Net cash used in investing activities | (2,446 | ) | (2,713 | ) | — | (5,159 | ) | ||||||||||||||
Financing activities: | |||||||||||||||||||||
Borrowings under senior secured revolving credit facility | — | — | 103,597 | 103,597 | |||||||||||||||||
Proceeds from the exercise of options and warrants | — | — | 13,089 | 13,089 | |||||||||||||||||
Excess tax benefit related to share-based compensation | — | — | 5,974 | 5,974 | |||||||||||||||||
Net borrowings under working capital facilities | — | 215 | — | 215 | |||||||||||||||||
Payment of deferred financing costs | — | (116 | ) | (52 | ) | (168 | ) | ||||||||||||||
Repayment of subordinated unsecured notes payable | (270 | ) | — | — | (270 | ) | |||||||||||||||
Repayment under senior secured revolving credit facility | — | — | (136,301 | ) | (136,301 | ) | |||||||||||||||
Intercompany investments and other | (13,693 | ) | — | 13,693 | — | ||||||||||||||||
Net cash provided by (used in) financing activities | (13,963 | ) | 99 | — | (13,864 | ) | |||||||||||||||
Exchange rate impact on cash and cash equivalents | — | (277 | ) | — | (277 | ) | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | (2,932 | ) | 6,350 | — | 3,418 | ||||||||||||||||
Cash and cash equivalents, beginning of period | 4,125 | 4,502 | — | 8,627 | |||||||||||||||||
Cash and cash equivalents, end of period | $ | 1,193 | $ | 10,852 | $ | — | $ | 12,045 | |||||||||||||
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on certain assumptions which they believe are reasonable in the circumstances and actual results could differ from those estimates. The more significant estimates reflected in these consolidated financial statements include the valuation of equity issued prior to the Company’s IPO, purchase price allocations, useful lives of intangible assets, potential impairment of goodwill and intangible assets, the allowance for doubtful accounts, the portion of accounts receivable deemed to be long term in nature, the valuation of deferred tax assets and the valuation of share-based compensation and derivative instruments. | |||||||||||||||||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | ' | ||||||||||||||||
Foreign Currencies | |||||||||||||||||
Assets and liabilities recorded in foreign currencies are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are recorded to other comprehensive income (loss) and are reported net of the effect of income taxes on the consolidated financial statements. | |||||||||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2012 and September 30, 2013. | |||||||||||||||||
Receivables, Policy [Policy Text Block] | ' | ||||||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||||||||||||||
Accounts receivable consist of amounts owed to the Company for services provided in the normal course of business and are reported net of allowance for doubtful accounts, which amounted to $4.4 million and $4.2 million as of December 31, 2012 and September 30, 2013, respectively. Generally, no collateral is received from customers and additions to the allowance are based on ongoing credit evaluations of customers with general credit experience being within the range of management’s expectations. Accounts are reviewed regularly for collectability and those deemed uncollectible are written off. The Company assumes, that on average, all accounts receivable will be collected within one year and thus classifies these as current assets; however, there are certain receivables, principally in the U.K., that age longer than one year, and the Company has recorded an estimate for those receivables that will not be collected within one year as long term in the Consolidated Balance Sheets. | |||||||||||||||||
Concentration Risk Disclosure [Text Block] | ' | ||||||||||||||||
Concentrations of Credit Risk | |||||||||||||||||
The Company routinely assesses the financial strength of its customers and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. For the three and nine months ended September 30, 2012 and 2013, no individual customer accounted for more than 10% of revenues. At December 31, 2012 and September 30, 2013, there were no individual customers that accounted for greater than 10% of the accounts receivable balance. | |||||||||||||||||
As of September 30, 2013, the Company had cash and cash equivalents totaling approximately $12.0 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $1.2 million were held in the U.S. The U.S. amounts are insured under standard FDIC insurance coverage for deposit accounts up to $250,000, per depositor and account ownership category, at each separately insured depository institution. | |||||||||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ||||||||||||||||
Property, Equipment and Leasehold Improvements | |||||||||||||||||
Property, equipment and leasehold improvements are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets and accelerated methods for income tax purposes. Leasehold improvements are amortized over the lesser of their expected useful life or the remaining lease term. Maintenance and repair costs are expensed as incurred | |||||||||||||||||
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | ' | ||||||||||||||||
Long-Lived Assets | |||||||||||||||||
In accordance with Impairment or Disposal of Long-Lived Assets, Subsections of Financial Accounting Standards Board (“FASB”) ASC Subtopic 360-10 (“ASC 360”), Property, Plant, and Equipment — Overall, long-lived assets, such as equipment and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. At December 31, 2012 and September 30, 2013, no impairment was noted. | |||||||||||||||||
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | ' | ||||||||||||||||
Goodwill and Other Intangible Assets | |||||||||||||||||
Goodwill is an asset representing the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually in accordance with the provisions of FASB ASC Topic 350, Intangibles — Goodwill and Other (“ASC 350”). The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. | |||||||||||||||||
The Company performed its annual impairment review of goodwill in October of 2012 and it was determined that the carrying amount of goodwill was not impaired and there have been no subsequent developments that would indicate impairment exists as of December 31, 2012 and September 30, 2013. The goodwill impairment review will continue to be performed annually or more frequently if facts and circumstances warrant a review. | |||||||||||||||||
ASC 350 also requires that intangible assets with definite lives be amortized over their estimated useful lives. Currently, customer relationships, trade names, covenants not-to-compete and technology are amortized using the straight-line method over estimated useful lives | |||||||||||||||||
Deferred Charges, Policy [Policy Text Block] | ' | ||||||||||||||||
Deferred Financing Costs | |||||||||||||||||
In November 2010, the Company entered into a senior secured revolving credit facility with Bank of America N.A. (“Senior Secured Revolving Credit Facility”) (see Note 10) and has incurred deferred financing costs through September 30, 2013 of $8.1 million, of which $620,000 and $30,000 were incurred in the nine months ended September 30, 2012 and 2013, respectively. Additionally, in July 2011, the Company closed a private offering of $250.0 million in aggregate principal amount of 9.0% senior notes due 2019 (“Initial Notes”). In June 2012, in accordance with the registration rights granted to the original purchasers of the Initial Notes, the Company completed an exchange offer of the privately placed Initial Notes for new 9.0% Senior Notes due 2019 (the “Exchange Notes,” and together with the Initial Notes, the “Senior Unsecured Notes”) registered with the SEC with substantially identical terms to the Initial Notes (see Note 10). The Company has incurred deferred financing costs of $7.1 million associated with the Senior Unsecured Notes, of which $243,000 and $22,000 were incurred in the nine months ended September 30, 2012 and 2013, respectively. In June 2013, the Company amended its Premex and UKIM working capital facilities (see Note 10) and has incurred deferred financing costs through September 30, 2013 of $116,000, all of which were incurred in the nine months ended September 30, 2013. | |||||||||||||||||
The deferred financing costs associated with the Senior Secured Revolving Credit Facility and the Senior Unsecured Notes are being amortized to interest expense over the five-year term of the facility, as amended, and the eight-year term of the notes, respectively, using the straight-line method which approximates the effective interest method. | |||||||||||||||||
For the three months ended September 30, 2012 and 2013, the Company amortized $564,000 and $477,000 to interest expense, respectively. For the nine months ended September 30, 2012 and 2013, the Company amortized $1.6 million to interest expense. | |||||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
Revenue related to IMEs, peer reviews, bill reviews and administrative support services is recognized at the time services have been performed and the report is shipped to the end user. The Company believes that recognizing revenue at the time the report is shipped is appropriate because the Company’s revenue policies meet the following four criteria in accordance with ASC 605-10-S25, Revenue Recognition: Overall, (i) persuasive evidence that arrangement exists, (ii) shipment has occurred, (iii) the price is fixed and determinable and (iv) collectability is reasonably assured. The Company reports revenues net of any sales, use and value added taxes. | |||||||||||||||||
Revenue related to other IME services, including litigation support services and medical record retrieval services, where no report is generated, is recognized at the time the service is performed. The Company believes that recognizing revenue at the time the service is performed is appropriate because the Company’s revenue policies meet the following four criteria in accordance with ASC 605-10-S25, (i) persuasive evidence that arrangement exists, (ii) services have been rendered, (iii) the price is fixed and determinable and (iv) collectability is reasonably assured. | |||||||||||||||||
Certain agreements with customers in the U.K. include provisions whereby collection of the amounts billed are contingent on the favorable outcome of the claim. The Company has deemed these provisions to preclude revenue recognition at the time of sale, as collectability is not reasonably assured and the sales are contingent, and is deferring these revenues, net of estimated costs, until the case has been settled, the contingency has been resolved and the cash has been collected. As of December 31, 2012, the Company had deferred $12.6 million in contingent revenues and $9.1 million in costs and expenses associated with the contingent revenues. For the nine months ended September 30, 2013, the Company deferred an additional $6.8 million in contingent revenues and $4.9 million in costs and expenses associated with contingent revenues. | |||||||||||||||||
Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected. | |||||||||||||||||
Cost of Sales, Policy [Policy Text Block] | ' | ||||||||||||||||
Costs of Revenues | |||||||||||||||||
Costs of revenues are comprised of fees paid to members of the Company’s medical panel; other direct costs including transcription, film and medical record obtainment and transportation; and other indirect costs including labor and overhead related to the generation of revenues. | |||||||||||||||||
Income Tax, Policy [Policy Text Block] | ' | ||||||||||||||||
Income Taxes | |||||||||||||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company applies the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (included in FASB ASC Subtopic 740-10, Income Taxes — Overall ), and recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Prior to the adoption of FASB Interpretation No. 48, the Company recognized the effect of income tax positions only if such positions were probable of being sustained. | |||||||||||||||||
The Company records interest and penalties related to unrecognized tax benefits in income tax expense. | |||||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||||||||||||
Loss Per Common Share | |||||||||||||||||
Basic loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted loss per common share is calculated by dividing net loss, adjusted on an “as if converted” basis, by the weighted-average number of actual shares outstanding and, when dilutive, the share equivalents that would arise from the assumed conversion of convertible instruments. The effect of potentially dilutive stock options, warrants, shares of restricted stock with service restrictions that have not yet been satisfied and unvested restricted stock units (“RSUs”) is calculated using the treasury stock method. | |||||||||||||||||
For the three and nine months ended September 30, 2012, the potentially dilutive securities include options and warrants exercisable into 9.9 million shares of common stock and 68,000 shares of common stock issuable, at the holder’s option, to settle a subordinated unsecured note. For the three and nine months ended September 30, 2013, the potentially dilutive securities include options, warrants, unvested RSUs and shares of restricted stock with a service restriction not yet satisfied exercisable into 9.2 million shares of common stock. | |||||||||||||||||
For the three and nine months ended September 30, 2012 and 2013, all of the potentially dilutive securities were excluded from the calculation of shares applicable to loss per share, because their inclusion would have been anti-dilutive. | |||||||||||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | ||||||||||||||||
Share-Based Compensation | |||||||||||||||||
The Company has an Amended and Restated 2008 Stock Incentive Plan, as amended, (the “Plan”) that provides for granting of stock options, shares of restricted stock and RSUs. The Company accounts for share-based awards in accordance with ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). ASC 718 requires measurement of compensation cost for all share-based awards at fair value on the grant date (or measurement date if different) and recognition of compensation expense, net of forfeitures, over the requisite service period for awards expected to vest. | |||||||||||||||||
Stock Options | |||||||||||||||||
The fair value of stock option grants is determined using the Black-Scholes valuation model. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, characteristics not present in these employee stock options. Additionally, option valuation models require the input of highly subjective assumptions, including the expected volatility of the stock price. Because the Company’s employee stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimates, in management’s opinion, the existing models may not provide a reliable single measure of the fair value of its share-based awards. The Company’s expected volatility assumptions are based on the weighted average of the Company’s peer group’s median implied volatility, the Company’s mean reversion volatility and the median of the Company’s peer group’s most recent historical volatilities for 2013 stock option grants. Expected life assumptions are based upon the “simplified” method for those options issued in the first nine months of 2013 which were determined to be issued at-the-money. The risk-free interest rate was selected based upon yields of U.S. Treasury issues with a term equal to the expected life of the option being valued. | |||||||||||||||||
The assumptions utilized for stock option grants during the nine months ended September 30, 2013 were as follows: | |||||||||||||||||
Nine months ended | |||||||||||||||||
30-Sep-13 | |||||||||||||||||
Volatility | 48.37 | to | 48.83 | % | |||||||||||||
Expected life (years) | 6 | ||||||||||||||||
Risk-free interest rate | 0.97 | to | 1.69 | % | |||||||||||||
Dividend yield | — | ||||||||||||||||
Fair value | $6.63 | to | 11.52 | ||||||||||||||
In the nine months ended September 30, 2013, the Company issued approximately 525,000 stock option awards to certain employees and outside consultants, and the aggregate fair value was $4.1 million. All of these awards vest over a three-year period. Additionally, all these options could vest earlier in the event of a change in control or merger or other acquisition. Share-based compensation expense related to stock option awards was $3.0 million and $9.0 million for the three and nine months ended September 30, 2012, of which $748,000 and $2.3 million was included in costs of revenues, respectively, and $2.2 million and $6.7 million was recorded in SGA expenses, respectively. Share-based compensation expense related to stock option awards was $3.0 million and $8.8 million for the three and nine months ended September 30, 2013, of which $748,000 and $2.2 million was included in costs of revenues, respectively, and $2.2 million and $6.6 million was recorded in SGA expenses, respectively. | |||||||||||||||||
At September 30, 2013, the unrecognized compensation expense related to stock option grants was $12.9 million, with a remaining weighted average life of 1.5 years. | |||||||||||||||||
A summary of option activity for the nine months ended September 30, 2013 is as follows: | |||||||||||||||||
Weighted | Weighted | Aggregate | |||||||||||||||
average | average | intrinsic | |||||||||||||||
remaining | value | ||||||||||||||||
Number of options | exercise | contractual | (in | ||||||||||||||
price | life (years) | thousands) | |||||||||||||||
Outstanding at December 31, 2012 | 9,463,657 | $ | 11.76 | ||||||||||||||
Options granted | 525,100 | 16.68 | |||||||||||||||
Options forfeited | (344,052 | ) | 15.92 | ||||||||||||||
Options exercised | (1,517,855 | ) | 8.62 | ||||||||||||||
Outstanding at September 30, 2013 | 8,126,850 | $ | 12.49 | 7.6 | $ | 111,758 | |||||||||||
Exercisable at September 30, 2013 | 4,788,361 | $ | 11.71 | 7.1 | $ | 68,388 | |||||||||||
Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the fiscal period in excess of the weighted average exercise price multiplied by the number of options outstanding or exercisable. The total intrinsic value of stock options exercised during the nine months ended September 30, 2013 was $18.0 million. | |||||||||||||||||
Restricted Stock and Restricted Stock Units | |||||||||||||||||
The Company has granted members of the Board of Directors, certain employees and outside consultants, time lapse restricted stock and RSUs which vest after a stipulated number of years from the grant date depending on the terms of the issue. The fair value of shares of restricted stock and RSUs is determined based upon the market price of the underlying common stock as of the date of grant. Time lapse restricted shares issued and RSUs vest over one, two and three-year periods. The agreements under which the restricted stock and RSUs are issued provide that shares awarded may not be sold or otherwise transferred until restrictions established under the stock plans have been satisfied. The restriction on these awards could expire earlier than the stipulated time frame in the event of a change in control or merger or other acquisition. Share-based compensation expense related to shares of restricted stock and RSUs was $122,000 and $420,000 in the three and nine months ended September 30, 2012, respectively, all of which is included in SGA expenses. Share-based compensation expense related to shares of restricted stock and RSUs was $1.1 million and $2.8 million in the three and nine months ended September 30, 2013, respectively, all of which is included in SGA expenses. | |||||||||||||||||
The following is a summary of non-vested restricted share and RSU activity for the nine months ended September 30, 2013: | |||||||||||||||||
Number | Weighted | ||||||||||||||||
of | average | ||||||||||||||||
awards | grant date | ||||||||||||||||
fair value | |||||||||||||||||
Non-vested awards at December 31, 2012 | 189,412 | $ | 13.68 | ||||||||||||||
Awards granted | 655,985 | 15.58 | |||||||||||||||
Awards vested | (75,370 | ) | 13.4 | ||||||||||||||
Awards forfeited | (19,540 | ) | 14.06 | ||||||||||||||
Non-vested awards at September 30, 2013 | 750,487 | $ | 15.36 | ||||||||||||||
The total fair value of vested RSUs and shares of restricted stock during the nine months ended September 30, 2012 and 2013 was $425,000 and $1.0 million, respectively. At September 30, 2013, total unrecognized compensation cost related to non-vested restricted shares and RSUs was $8.4 million, which is expected to be recognized over a weighted average period of 2.1 years. | |||||||||||||||||
During the three months ended September 30, 2013, the Company has recorded a reduction in share-based compensation expense of $257,000 and during the nine months ended September 30, 2013, the Company has recorded share-based compensation expense of $630,000 related to a 2013 incentive compensation plan, all of which was recorded in SGA expenses. This amount is recorded within the Company’s accrued expenses in its Consolidated Balance Sheets. The compensation plan has both a 2013 annual performance metric and subsequent service requirement. If the performance metric is met, the associated liability will be settled in the first quarter of 2014 with an indeterminate number of restricted shares which will vest equally on June 1, 2014 and June 1, 2015. | |||||||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | ||||||||||||||||
Fair Value Measurements | |||||||||||||||||
The Company’s financial liabilities, which are measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), are categorized using the fair value hierarchy at December 31, 2012 and September 30, 2013, and are as follows (in thousands): | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
As of December 31, 2012 | |||||||||||||||||
Financial instruments: | |||||||||||||||||
Interest rate swap | $ | — | $ | 101 | $ | — | $ | 101 | |||||||||
Contingent consideration | — | — | 846 | 846 | |||||||||||||
As of September 30, 2013 | |||||||||||||||||
Financial instruments: | |||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | 424 | $ | 424 | |||||||||
Foreign currency derivative | — | 272 | — | 272 | |||||||||||||
The fair value of the interest rate swap was determined using observable market inputs, such as current interest rates, and considers nonperformance risk of the Company and that of its counterparties. The interest rate swap matured in July of 2013 and the Company has no further obligation associated with this agreement. | |||||||||||||||||
The contingent consideration relates to earnout provisions recorded in conjunction with certain acquisitions completed in 2009 and 2010. Of the total decrease in fair value of the contingent consideration of $422,000 in the nine months ended September 30, 2013, $343,000 was settled as cash consideration to satisfy installments related to a 2009 and 2010 acquisition, $110,000 of the change in value relates to the release of a restriction associated with shares previously issued related to a 2009 acquisition, offset by an increase of $31,000 recorded in interest and other expenses, net in the Consolidated Statements of Comprehensive Income (Loss) due to changes in the fair value of the contingent consideration. | |||||||||||||||||
The fair value of the foreign currency derivative was determined using observable market inputs such as current foreign exchange rates and considers nonperformance risk of the Company and that of its counterparties. | |||||||||||||||||
In February 2007, the FASB issued authoritative guidance codified as ASC Topic 825 Financial Instruments (“ASC 825”), which permits entities to choose to measure many financial instruments and certain other items at fair value. This provision of ASC 825 is effective for fiscal years beginning after November 15, 2007. As the Company did not elect the fair value option, the adoption of this provision of ASC 825 did not have a material impact on its financial position, results of operations and cash flows. | |||||||||||||||||
Comprehensive Income, Policy [Policy Text Block] | ' | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||
Accumulated other comprehensive income (loss) refers to revenues, expenses, gains and losses that under U.S. GAAP are recorded as a component of stockholders’ equity but are excluded from net loss. The Company’s other comprehensive income (loss) consists of foreign currency translation adjustments, reported net of tax as appropriate, from those subsidiaries not using the U.S. dollar as their functional currency and unrealized gains and losses, reported net of tax as appropriate, resulting from its net investment hedge of its Australian and U.K. subsidiaries. The changes in accumulated other comprehensive income (loss) for the nine months ended September 30, 2013 are as follows (in thousands): | |||||||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||||||||||||||
Recently Adopted Accounting Pronouncements | |||||||||||||||||
In February 2013 the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This update amends Accounting Standards Codification (ASC) Topic 220, “Comprehensive Income,” to require reporting entities to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, reporting entities are required to present, either on the face of the statement of operations or in the footnotes to the financial statements, significant amounts reclassified from accumulated other comprehensive income by statement of operations line item. ASU 2013-02 is effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted these provisions effective January 1, 2013 and the adoption of these provisions did not have a material impact on its financial position, results of operations and cash flows. | |||||||||||||||||
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | ' | ||||||||||||||||
Accounting Pronouncements Not Yet Adopted | |||||||||||||||||
In July 2013, the FASB issued ASU No.2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”) which amends accounting guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or tax credit carryforward exists. This new guidance requires entities, if certain criteria are met, to present an unrecognized tax benefit, or portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward when such items exist in the same taxing jurisdiction. The provisions of ASU 2013-11 are effective for fiscal years and interim periods beginning after December 15, 2013, and are to be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Company intends to adopt the provisions of this ASU in the first quarter of 2014 and is currently evaluating the potential impact on its financial position, results of operations and cash flows. | |||||||||||||||||
There were various other accounting standards and interpretations issued during 2013 the Company has not yet been required to adopt, none of which are expected to have a material impact on its financial position, results of operations and cash flows. |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||||
Nine months ended | |||||||||||||||||
30-Sep-13 | |||||||||||||||||
Volatility | 48.37 | to | 48.83 | % | |||||||||||||
Expected life (years) | 6 | ||||||||||||||||
Risk-free interest rate | 0.97 | to | 1.69 | % | |||||||||||||
Dividend yield | — | ||||||||||||||||
Fair value | $6.63 | to | 11.52 | ||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||
Weighted | Weighted | Aggregate | |||||||||||||||
average | average | intrinsic | |||||||||||||||
remaining | value | ||||||||||||||||
Number of options | exercise | contractual | (in | ||||||||||||||
price | life (years) | thousands) | |||||||||||||||
Outstanding at December 31, 2012 | 9,463,657 | $ | 11.76 | ||||||||||||||
Options granted | 525,100 | 16.68 | |||||||||||||||
Options forfeited | (344,052 | ) | 15.92 | ||||||||||||||
Options exercised | (1,517,855 | ) | 8.62 | ||||||||||||||
Outstanding at September 30, 2013 | 8,126,850 | $ | 12.49 | 7.6 | $ | 111,758 | |||||||||||
Exercisable at September 30, 2013 | 4,788,361 | $ | 11.71 | 7.1 | $ | 68,388 | |||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | ' | ||||||||||||||||
Number | Weighted | ||||||||||||||||
of | average | ||||||||||||||||
awards | grant date | ||||||||||||||||
fair value | |||||||||||||||||
Non-vested awards at December 31, 2012 | 189,412 | $ | 13.68 | ||||||||||||||
Awards granted | 655,985 | 15.58 | |||||||||||||||
Awards vested | (75,370 | ) | 13.4 | ||||||||||||||
Awards forfeited | (19,540 | ) | 14.06 | ||||||||||||||
Non-vested awards at September 30, 2013 | 750,487 | $ | 15.36 | ||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
As of December 31, 2012 | |||||||||||||||||
Financial instruments: | |||||||||||||||||
Interest rate swap | $ | — | $ | 101 | $ | — | $ | 101 | |||||||||
Contingent consideration | — | — | 846 | 846 | |||||||||||||
As of September 30, 2013 | |||||||||||||||||
Financial instruments: | |||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | 424 | $ | 424 | |||||||||
Foreign currency derivative | — | 272 | — | 272 | |||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | ' | ||||||||||||||||
Foreign | Net investment | Net investment | Total | ||||||||||||||
Currency | hedge - foreign | hedge - Australian | |||||||||||||||
Translation | exchange contract | denominated debt | |||||||||||||||
Balance at January 1, 2013 | $ | 3,356 | $ | — | $ | (173 | ) | $ | 3,183 | ||||||||
Other comprehensive income (loss), net of tax | (7,453 | ) | 138 | 379 | (6,936 | ) | |||||||||||
Balance at September 30, 2013 | $ | (4,097 | ) | $ | 138 | $ | 206 | $ | (3,753 | ) |
Note_3_Acquisitions_Tables
Note 3 - Acquisitions (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||||||
Schedule of Preliminary Purchase Price Allocation [Table Text Block] | ' | ||||||||||||
Preliminary | Adjustments/ | Preliminary | |||||||||||
purchase price | reclassifications | purchase price | |||||||||||
allocation | allocation | ||||||||||||
31-Dec-12 | 30-Sep-13 | ||||||||||||
Equipment and leasehold improvements | $ | 850 | $ | — | $ | 850 | |||||||
Customer relationships | 44,413 | — | 44,413 | ||||||||||
Tradename | 11,901 | — | 11,901 | ||||||||||
Covenants not-to-compete | 313 | — | 313 | ||||||||||
Technology | 666 | — | 666 | ||||||||||
Goodwill | 60,373 | 5,629 | 66,002 | ||||||||||
Net deferred tax liability associated with step-up in book basis | (9,610 | ) | (5,836 | ) | (15,446 | ) | |||||||
Assets acquired and liabilities assumed, net | 269 | 557 | 826 | ||||||||||
Totals | $ | 109,175 | $ | 350 | $ | 109,525 |
Note_4_Property_Equipment_and_1
Note 4 - Property, Equipment and Leasehold Improvements (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||
Property, Plant and Equipment [Table Text Block] | ' | ||||||||||||
Estimated | December 31, | September 30, | |||||||||||
useful lives | 2012 | 2013 | |||||||||||
(years) | |||||||||||||
Building | 15 | $ | 600 | $ | 600 | ||||||||
Computer and office equipment | 3 | 15,557 | 18,472 | ||||||||||
Furniture and fixtures | 3 | to | 5 | 2,586 | 3,225 | ||||||||
Leasehold improvements | Lease term | 1,877 | 2,740 | ||||||||||
20,620 | 25,037 | ||||||||||||
Less accumulated depreciation and amortization | 10,287 | 14,300 | |||||||||||
Total | $ | 10,333 | $ | 10,737 |
Note_5_Goodwill_and_Intangible1
Note 5 - Goodwill and Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||
Schedule of Goodwill [Table Text Block] | ' | |||||||||||||||||
December 31, | September 30, | |||||||||||||||||
2012 | 2013 | |||||||||||||||||
Balance at beginning of period | $ | 300,260 | $ | 370,143 | ||||||||||||||
Goodwill acquired during the period | 60,373 | — | ||||||||||||||||
Adjustments to prior year acquisitions | 7,109 | 5,629 | ||||||||||||||||
Effect of foreign currency translation | 2,401 | (6,947 | ) | |||||||||||||||
Balance at end of period | $ | 370,143 | $ | 368,825 | ||||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | |||||||||||||||||
31-Dec-12 | ||||||||||||||||||
Estimated | Gross | Accumulated | Net | |||||||||||||||
useful lives | carrying | amortization | carrying | |||||||||||||||
(months) | amount | value | ||||||||||||||||
Amortizable intangible assets: | ||||||||||||||||||
Customer relationships | 40 | to | 60 | $ | 204,699 | $ | (90,040 | ) | $ | 114,659 | ||||||||
Tradenames | 45 | to | 84 | 60,620 | (24,413 | ) | 36,207 | |||||||||||
Covenants not-to-compete | 36 | 3,116 | (2,313 | ) | 803 | |||||||||||||
Technology | 24 | to | 40 | 7,530 | (6,303 | ) | 1,227 | |||||||||||
Totals | $ | 275,965 | $ | (123,069 | ) | $ | 152,896 | |||||||||||
30-Sep-13 | ||||||||||||||||||
Estimated | Gross | Accumulated | Net | |||||||||||||||
useful lives | carrying | amortization | carrying | |||||||||||||||
(months) | amount | value | ||||||||||||||||
Amortizable intangible assets: | ||||||||||||||||||
Customer relationships | 40 | to | 60 | $ | 199,889 | $ | (122,907 | ) | $ | 76,982 | ||||||||
Tradenames | 45 | to | 84 | 59,395 | (33,211 | ) | 26,184 | |||||||||||
Covenants not-to-compete | 36 | 3,744 | (2,734 | ) | 1,010 | |||||||||||||
Technology | 24 | to | 40 | 7,478 | (7,148 | ) | 330 | |||||||||||
Totals | $ | 270,506 | $ | (166,000 | ) | $ | 104,506 | |||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | |||||||||||||||||
Amount | ||||||||||||||||||
Three months ended December 31, 2013 | $ | 13,093 | ||||||||||||||||
Year ended December 31: | ||||||||||||||||||
2014 | 38,292 | |||||||||||||||||
2015 | 28,921 | |||||||||||||||||
2016 | 15,393 | |||||||||||||||||
2017 | 8,391 | |||||||||||||||||
Thereafter | 416 | |||||||||||||||||
Total | $ | 104,506 |
Note_6_Accrued_Expenses_Tables
Note 6 - Accrued Expenses (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | ||||||||
December 31, | September 30, | ||||||||
2012 | 2013 | ||||||||
Accrued compensation and benefits | $ | 7,217 | $ | 9,848 | |||||
Accrued selling and professional fees | 5,777 | 5,768 | |||||||
Accrued income, value added and other taxes | 17,256 | 15,152 | |||||||
Accrued medical panel fees | 2,646 | 2,804 | |||||||
Other accrued expenses | 3,099 | 4,200 | |||||||
Total | $ | 35,995 | $ | 37,772 |
Note_9_Commitments_and_Conting1
Note 9 - Commitments and Contingencies (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Operating Leases of Lessee Disclosure [Table Text Block] | ' | ||||
Amount | |||||
Three months ended December 31, 2013 | $ | 3,228 | |||
Year ended December 31: | |||||
2014 | 11,573 | ||||
2015 | 10,023 | ||||
2016 | 6,995 | ||||
2017 | 5,280 | ||||
Thereafter | 7,731 | ||||
Total | $ | 44,830 |
Note_10_LongTerm_Debt_Tables
Note 10 - Long-Term Debt (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||
Schedule of Debt [Table Text Block] | ' | ||||||||||
December 31, | September 30, | ||||||||||
2012 | 2013 | ||||||||||
(In thousands) | |||||||||||
Senior Unsecured Notes Payable (a) | $ | 250,000 | $ | 250,000 | |||||||
Senior Secured Revolving Credit Facility, Bank of America, N.A. (b) | 99,926 | 66,596 | |||||||||
Working capital facilities, Barclays (c) | 34,459 | 34,630 | |||||||||
Various subordinated unsecured notes payable; maturing at various dates from 2011 through 2014 (d) | 575 | 314 | |||||||||
384,960 | 351,540 | ||||||||||
Less current portion | 6,258 | 314 | |||||||||
$ | 378,702 | $ | 351,226 | ||||||||
Schedule of Guarantor Obligations [Table Text Block] | ' | ||||||||||
Pricing Tier | Consolidated Senior Secured Leverage Ratio | Commitment | Letter of Credit Fee | Eurocurrency Rate Loans | Base Rate Loans | ||||||
Fee/Unused | |||||||||||
Line Fee | |||||||||||
1 | ≥ 2.50 to 1.0 | 0.50% | 3.75% | 3.75% | 2.75% | ||||||
2 | ≥ 2.00 to 1.0 but < 2.50 to 1.0 | 0.45% | 3.50% | 3.50% | 2.50% | ||||||
3 | ≥ 1.50 to 1.0 but < 2.00 to 1.0 | 0.40% | 3.25% | 3.25% | 2.25% | ||||||
4 | ≥ 1.00 to 1.0 but < 1.50 to 1.0 | 0.35% | 3.00% | 3.00% | 2.00% | ||||||
5 | < 1.00 to 1.0 | 0.30% | 2.75% | 2.75% | 1.75% | ||||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | ||||||||||
Amount | |||||||||||
Three months ended December 31, 2013 | $ | — | |||||||||
Year ended December 31: | |||||||||||
2014 | 314 | ||||||||||
2015 | 34,630 | ||||||||||
2016 | 66,596 | ||||||||||
2017 | — | ||||||||||
Thereafter | 250,000 | ||||||||||
Total | $ | 351,540 |
Note_12_Income_Taxes_Tables
Note 12 - Income Taxes (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
Summary of Income Tax Contingencies [Table Text Block] | ' | ||||
Balance at January 1, 2013 | $ | 327 | |||
Increase to prior year tax positions | 9 | ||||
Increase to current year tax positions | — | ||||
Expiration of the statute of limitations for the assessment of taxes | — | ||||
Decrease related to settlements | — | ||||
Balance at September 30, 2013 | $ | 336 |
Note_13_Segment_and_Geographic1
Note 13 - Segment and Geographical Information (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | ' | ||||||||||||||||
Revenues: | For the three months ended | For the nine months ended | |||||||||||||||
September 30, | September 30, | ||||||||||||||||
2012 | 2013 | 2012 | 2013 | ||||||||||||||
United States | $ | 84,784 | $ | 93,963 | $ | 260,442 | $ | 280,634 | |||||||||
Canada | 6,553 | 7,290 | 20,457 | 22,986 | |||||||||||||
United Kingdom | 33,521 | 34,604 | 95,474 | 103,645 | |||||||||||||
Australia | 5,227 | 16,497 | 5,227 | 49,940 | |||||||||||||
Total | $ | 130,085 | $ | 152,354 | $ | 381,600 | $ | 457,205 | |||||||||
Disclosure on Geographic Areas, Long-Lived Assets | ' | ||||||||||||||||
Long-lived assets: (1) | December 31, | September 30, | |||||||||||||||
2012 | 2013 | ||||||||||||||||
United States | $ | 337,831 | $ | 321,286 | |||||||||||||
Canada | 34,919 | 26,242 | |||||||||||||||
United Kingdom | 99,140 | 95,409 | |||||||||||||||
Australia | 94,291 | 78,415 | |||||||||||||||
Total | $ | 566,181 | $ | 521,352 |
Note_14_Condensed_Consolidatin1
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Condensed Consolidating Financial Information Of Guarantor Subsidiaries [Abstract] | ' | ||||||||||||||||||||
Condensed Income Statement [Table Text Block] | ' | ||||||||||||||||||||
Guarantor | Non- | ExamWorks | Consolidated | ||||||||||||||||||
Subsidiaries | Guarantor | Group, Inc. | Totals | ||||||||||||||||||
Subsidiaries | (Parent | ||||||||||||||||||||
Corporation) | |||||||||||||||||||||
Revenues | $ | 84,785 | $ | 45,300 | $ | — | $ | 130,085 | |||||||||||||
Costs and expenses: | |||||||||||||||||||||
Costs of revenues | 60,025 | 26,055 | — | 86,080 | |||||||||||||||||
Selling, general and administrative expenses | 15,003 | 13,278 | — | 28,281 | |||||||||||||||||
Depreciation and amortization | 8,480 | 5,978 | — | 14,458 | |||||||||||||||||
Total costs and expenses | 83,508 | 45,311 | — | 128,819 | |||||||||||||||||
Income (loss) from operations | 1,277 | (11 | ) | — | 1,266 | ||||||||||||||||
Interest and other expenses, net | 5,937 | 1,609 | — | 7,546 | |||||||||||||||||
Loss before income taxes | (4,660 | ) | (1,620 | ) | — | (6,280 | ) | ||||||||||||||
Provision (benefit) for income taxes | (3,692 | ) | 2,038 | — | (1,654 | ) | |||||||||||||||
Net loss | $ | (968 | ) | $ | (3,658 | ) | $ | — | $ | (4,626 | ) | ||||||||||
Comprehensive Income (Loss): | |||||||||||||||||||||
Net loss | $ | (968 | ) | $ | (3,658 | ) | $ | — | $ | (4,626 | ) | ||||||||||
Foreign currency translation adjustments, net of tax | (159 | ) | 4,572 | — | 4,413 | ||||||||||||||||
Total comprehensive income (loss) | $ | (1,127 | ) | $ | 914 | $ | — | $ | (213 | ) | |||||||||||
Guarantor | Non- | ExamWorks | Consolidated | ||||||||||||||||||
Subsidiaries | Guarantor | Group, Inc. | Totals | ||||||||||||||||||
Subsidiaries | (Parent | ||||||||||||||||||||
Corporation) | |||||||||||||||||||||
Revenues | $ | 260,442 | $ | 121,158 | $ | — | $ | 381,600 | |||||||||||||
Costs and expenses: | |||||||||||||||||||||
Costs of revenues | 182,747 | 68,729 | — | 251,476 | |||||||||||||||||
Selling, general and administrative expenses | 47,449 | 37,193 | — | 84,642 | |||||||||||||||||
Depreciation and amortization | 25,881 | 16,364 | — | 42,245 | |||||||||||||||||
Total costs and expenses | 256,077 | 122,286 | — | 378,363 | |||||||||||||||||
Income (loss) from operations | 4,365 | (1,128 | ) | — | 3,237 | ||||||||||||||||
Interest and other expenses, net | 16,391 | 3,902 | — | 20,293 | |||||||||||||||||
Loss before income taxes | (12,026 | ) | (5,030 | ) | — | (17,056 | ) | ||||||||||||||
Provision (benefit) for income taxes | (6,938 | ) | 2,138 | — | (4,800 | ) | |||||||||||||||
Net loss | $ | (5,088 | ) | $ | (7,168 | ) | $ | — | $ | (12,256 | ) | ||||||||||
Comprehensive Loss: | |||||||||||||||||||||
Net loss | $ | (5,088 | ) | $ | (7,168 | ) | $ | — | $ | (12,256 | ) | ||||||||||
Foreign currency translation adjustments, net of tax | (159 | ) | 5,286 | — | 5,127 | ||||||||||||||||
Total comprehensive loss | $ | (5,247 | ) | $ | (1,882 | ) | $ | — | $ | (7,129 | ) | ||||||||||
Guarantor | Non- | ExamWorks | Consolidated | ||||||||||||||||||
Subsidiaries | Guarantor | Group, Inc. | Totals | ||||||||||||||||||
Subsidiaries | (Parent | ||||||||||||||||||||
Corporation) | |||||||||||||||||||||
Revenues | $ | 93,963 | $ | 58,391 | $ | — | $ | 152,354 | |||||||||||||
Costs and expenses: | |||||||||||||||||||||
Costs of revenues | 66,733 | 34,098 | — | 100,831 | |||||||||||||||||
Selling, general and administrative expenses | 15,902 | 15,718 | — | 31,620 | |||||||||||||||||
Depreciation and amortization | 7,730 | 8,180 | — | 15,910 | |||||||||||||||||
Total costs and expenses | 90,365 | 57,996 | — | 148,361 | |||||||||||||||||
Income from operations | 3,598 | 395 | — | 3,993 | |||||||||||||||||
Interest and other expenses, net | 5,512 | 1,804 | — | 7,316 | |||||||||||||||||
Loss before income taxes | (1,914 | ) | (1,409 | ) | — | (3,323 | ) | ||||||||||||||
Provision (benefit) for income taxes | (3,451 | ) | 2,379 | — | (1,072 | ) | |||||||||||||||
Net income (loss) | $ | 1,537 | $ | (3,788 | ) | $ | — | $ | (2,251 | ) | |||||||||||
Comprehensive Income (Loss): | |||||||||||||||||||||
Net income (loss) | $ | 1,537 | $ | (3,788 | ) | $ | — | $ | (2,251 | ) | |||||||||||
Foreign currency translation adjustments, net of tax | (2,166 | ) | 5,212 | — | 3,046 | ||||||||||||||||
Total comprehensive income (loss) | $ | (629 | ) | $ | 1,424 | $ | — | $ | 795 | ||||||||||||
Guarantor | Non- | ExamWorks | Consolidated | ||||||||||||||||||
Subsidiaries | Guarantor | Group, Inc. | Totals | ||||||||||||||||||
Subsidiaries | (Parent | ||||||||||||||||||||
Corporation) | |||||||||||||||||||||
Revenues | $ | 280,634 | $ | 176,571 | $ | — | $ | 457,205 | |||||||||||||
Costs and expenses: | |||||||||||||||||||||
Costs of revenues | 197,937 | 102,396 | — | 300,333 | |||||||||||||||||
Selling, general and administrative expenses | 51,306 | 47,647 | — | 98,953 | |||||||||||||||||
Depreciation and amortization | 24,609 | 23,449 | — | 48,058 | |||||||||||||||||
Total costs and expenses | 273,852 | 173,492 | — | 447,344 | |||||||||||||||||
Income from operations | 6,782 | 3,079 | — | 9,861 | |||||||||||||||||
Interest and other expenses, net | 16,859 | 5,687 | — | 22,546 | |||||||||||||||||
Loss before income taxes | (10,077 | ) | (2,608 | ) | — | (12,685 | ) | ||||||||||||||
Provision (benefit) for income taxes | (8,329 | ) | 4,270 | — | (4,059 | ) | |||||||||||||||
Net loss | $ | (1,748 | ) | $ | (6,878 | ) | $ | — | $ | (8,626 | ) | ||||||||||
Comprehensive Loss: | |||||||||||||||||||||
Net loss | $ | (1,748 | ) | $ | (6,878 | ) | $ | — | $ | (8,626 | ) | ||||||||||
Foreign currency translation adjustments, net of tax | 516 | (7,452 | ) | — | (6,936 | ) | |||||||||||||||
Total comprehensive loss | $ | (1,232 | ) | $ | (14,330 | ) | $ | — | $ | (15,562 | ) | ||||||||||
Condensed Balance Sheet [Table Text Block] | ' | ||||||||||||||||||||
Guarantor | Non- | ExamWorks | Consolidation | Consolidated | |||||||||||||||||
Subsidiaries | Guarantor | Group, Inc. | and | Totals | |||||||||||||||||
Subsidiaries | (Parent | Elimination | |||||||||||||||||||
Corporation) | Entries | ||||||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 4,125 | $ | 4,502 | $ | — | $ | — | $ | 8,627 | |||||||||||
Accounts receivable, net | 43,939 | 100,737 | — | — | 144,676 | ||||||||||||||||
Other receivables | 17 | 4 | — | — | 21 | ||||||||||||||||
Prepaid expenses | 2,723 | 2,613 | — | — | 5,336 | ||||||||||||||||
Deferred tax assets | 37 | — | — | (21 | ) | 16 | |||||||||||||||
Other current assets | — | 1,213 | — | — | 1,213 | ||||||||||||||||
Total current assets | 50,841 | 109,069 | — | (21 | ) | 159,889 | |||||||||||||||
Property, equipment and leasehold improvements, net | 8,339 | 1,994 | — | — | 10,333 | ||||||||||||||||
Goodwill | 258,890 | 111,253 | — | — | 370,143 | ||||||||||||||||
Intangible assets, net | 62,420 | 90,476 | — | — | 152,896 | ||||||||||||||||
Long-term accounts receivable, less current portion | — | 31,708 | — | — | 31,708 | ||||||||||||||||
Deferred tax assets, noncurrent | 61 | 4,112 | — | — | 4,173 | ||||||||||||||||
Deferred financing costs, net | — | — | 10,258 | — | 10,258 | ||||||||||||||||
Other assets | 495 | 606 | — | — | 1,101 | ||||||||||||||||
Total assets | $ | 381,046 | $ | 349,218 | $ | 10,258 | $ | (21 | ) | $ | 740,501 | ||||||||||
Liabilities and Stockholders’ Equity (Deficit) | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | 14,756 | $ | 32,184 | $ | — | $ | — | $ | 46,940 | |||||||||||
Accrued expenses | 8,067 | 27,928 | — | — | 35,995 | ||||||||||||||||
Accrued interest expense | — | — | 10,918 | — | 10,918 | ||||||||||||||||
Deferred revenue | 103 | 3,848 | — | — | 3,951 | ||||||||||||||||
Current portion of subordinated unsecured notes payable | 275 | — | — | — | 275 | ||||||||||||||||
Deferred tax liability | — | 21 | — | (21 | ) | — | |||||||||||||||
Current portion of contingent earnout obligation | 91 | — | — | — | 91 | ||||||||||||||||
Current portion of working capital facilities | — | 5,983 | — | — | 5,983 | ||||||||||||||||
Other current liabilities | 2,226 | 3,747 | — | — | 5,973 | ||||||||||||||||
Total current liabilities | 25,518 | 73,711 | 10,918 | (21 | ) | 110,126 | |||||||||||||||
Senior unsecured notes payable | — | — | 250,000 | — | 250,000 | ||||||||||||||||
Senior secured revolving credit facility and working capital facilities, less current portion | — | 28,476 | 99,926 | — | 128,402 | ||||||||||||||||
Long-term subordinated unsecured notes payable, less current portion | 300 | — | — | — | 300 | ||||||||||||||||
Other long-term liabilities | 1,493 | 6,032 | — | — | 7,525 | ||||||||||||||||
Total liabilities | 27,311 | 108,219 | 360,844 | (21 | ) | 496,353 | |||||||||||||||
Commitments and contingencies | |||||||||||||||||||||
Stockholders’ equity (deficit) (1) | 353,735 | 240,999 | (350,586 | ) | — | 244,148 | |||||||||||||||
Total liabilities and stockholders' equity (deficit) | $ | 381,046 | $ | 349,218 | $ | 10,258 | $ | (21 | ) | $ | 740,501 | ||||||||||
Guarantor | Non- | ExamWorks | Consolidation | Consolidated | |||||||||||||||||
Subsidiaries | Guarantor | Group, Inc. | and | Totals | |||||||||||||||||
Subsidiaries | (Parent | Elimination | |||||||||||||||||||
Corporation) | Entries | ||||||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 1,193 | $ | 10,852 | $ | — | $ | — | $ | 12,045 | |||||||||||
Accounts receivable, net | 45,633 | 113,682 | — | — | 159,315 | ||||||||||||||||
Other receivables | 29 | — | — | — | 29 | ||||||||||||||||
Prepaid expenses | 2,583 | 3,429 | — | — | 6,012 | ||||||||||||||||
Deferred tax assets | 7 | — | — | (4 | ) | 3 | |||||||||||||||
Other current assets | — | 1,211 | — | — | 1,211 | ||||||||||||||||
Total current assets | 49,445 | 129,174 | — | (4 | ) | 178,615 | |||||||||||||||
Property, equipment and leasehold improvements, net | 7,428 | 3,309 | — | — | 10,737 | ||||||||||||||||
Goodwill | 248,999 | 119,826 | — | — | 368,825 | ||||||||||||||||
Intangible assets, net | 41,874 | 62,632 | — | — | 104,506 | ||||||||||||||||
Long-term accounts receivable, less current portion | — | 35,809 | — | — | 35,809 | ||||||||||||||||
Deferred tax assets, noncurrent | 11,187 | 5,256 | — | — | 16,443 | ||||||||||||||||
Deferred financing costs, net | — | 106 | 8,638 | — | 8,744 | ||||||||||||||||
Other assets | 490 | 985 | — | — | 1,475 | ||||||||||||||||
Total assets | $ | 359,423 | $ | 357,097 | $ | 8,638 | $ | (4 | ) | $ | 725,154 | ||||||||||
Liabilities and Stockholders’ Equity (Deficit) | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | 15,729 | $ | 35,259 | $ | — | $ | — | $ | 50,988 | |||||||||||
Accrued expenses | 2,587 | 35,185 | — | — | 37,772 | ||||||||||||||||
Accrued interest expense | — | — | 4,836 | — | 4,836 | ||||||||||||||||
Deferred revenue | 100 | 5,748 | — | — | 5,848 | ||||||||||||||||
Current portion of subordinated unsecured notes payable | 314 | — | — | — | 314 | ||||||||||||||||
Deferred tax liability | — | 4 | — | (4 | ) | — | |||||||||||||||
Other current liabilities | 2,001 | 4,080 | — | — | 6,081 | ||||||||||||||||
Total current liabilities | 20,731 | 80,276 | 4,836 | (4 | ) | 105,839 | |||||||||||||||
Senior unsecured notes payable | — | — | 250,000 | — | 250,000 | ||||||||||||||||
Senior secured revolving credit facility and working capital facilities | — | 34,630 | 66,596 | — | 101,226 | ||||||||||||||||
Other long-term liabilities | 1,335 | 6,400 | — | — | 7,735 | ||||||||||||||||
Total liabilities | 22,066 | 121,306 | 321,432 | (4 | ) | 464,800 | |||||||||||||||
Commitments and contingencies | |||||||||||||||||||||
Stockholders’ equity (deficit) (1) | 337,357 | 235,791 | (312,794 | ) | — | 260,354 | |||||||||||||||
Total liabilities and stockholders' equity (deficit) | $ | 359,423 | $ | 357,097 | $ | 8,638 | $ | (4 | ) | $ | 725,154 | ||||||||||
Condensed Cash Flow Statement [Table Text Block] | ' | ||||||||||||||||||||
Guarantor | Non- | ExamWorks | Consolidated | ||||||||||||||||||
Subsidiaries | Guarantor | Group, Inc. | Totals | ||||||||||||||||||
Subsidiaries | (Parent | ||||||||||||||||||||
Corporation) | |||||||||||||||||||||
Net cash provided by operating activities | $ | 10,938 | $ | 4,149 | $ | — | $ | 15,087 | |||||||||||||
Investing activities: | |||||||||||||||||||||
Cash proceeds from (paid for) acquisitions, net | (96,942 | ) | 1,141 | — | (95,801 | ) | |||||||||||||||
Purchases of equipment and leasehold improvements, net | (4,379 | ) | (478 | ) | — | (4,857 | ) | ||||||||||||||
Working capital and other settlements for acquisitions | (857 | ) | 1,404 | — | 547 | ||||||||||||||||
Net cash provided by (used in) investing activities | (102,178 | ) | 2,067 | — | (100,111 | ) | |||||||||||||||
Financing activities: | |||||||||||||||||||||
Borrowings under senior secured revolving credit facility | — | — | 160,640 | 160,640 | |||||||||||||||||
Proceeds from the exercise of options and warrants | — | — | 1,254 | 1,254 | |||||||||||||||||
Net repayments of working capital facilities | — | (5,517 | ) | — | (5,517 | ) | |||||||||||||||
Purchases of stock for treasury | — | — | (387 | ) | (387 | ) | |||||||||||||||
Payment of deferred financing costs | — | — | (1,034 | ) | (1,034 | ) | |||||||||||||||
Repayment of subordinated unsecured notes payable | (975 | ) | — | — | (975 | ) | |||||||||||||||
Repayments under senior secured revolving credit facility | — | — | (71,000 | ) | (71,000 | ) | |||||||||||||||
Intercompany investments and other | 89,378 | — | (89,473 | ) | (95 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | 88,403 | (5,517 | ) | — | 82,886 | ||||||||||||||||
Exchange rate impact on cash and cash equivalents | — | 128 | — | 128 | |||||||||||||||||
Net increase (decrease) in cash and cash equivalents | (2,837 | ) | 827 | — | (2,010 | ) | |||||||||||||||
Cash and cash equivalents, beginning of period | 6,044 | 2,372 | — | 8,416 | |||||||||||||||||
Cash and cash equivalents, end of period | $ | 3,207 | $ | 3,199 | $ | — | $ | 6,406 | |||||||||||||
Guarantor | Non- | ExamWorks | Consolidated | ||||||||||||||||||
Subsidiaries | Guarantor | Group, Inc. | Totals | ||||||||||||||||||
Subsidiaries | (Parent | ||||||||||||||||||||
Corporation) | |||||||||||||||||||||
Net cash provided by operating activities | $ | 13,477 | $ | 9,241 | $ | — | $ | 22,718 | |||||||||||||
Investing activities: | |||||||||||||||||||||
Purchases of equipment and leasehold improvements, net | (2,170 | ) | (2,588 | ) | — | (4,758 | ) | ||||||||||||||
Working capital and other settlements for acquisitions | (444 | ) | (125 | ) | — | (569 | ) | ||||||||||||||
Proceeds from foreign currency net investment hedge | 500 | — | — | 500 | |||||||||||||||||
Other | (332 | ) | — | — | (332 | ) | |||||||||||||||
Net cash used in investing activities | (2,446 | ) | (2,713 | ) | — | (5,159 | ) | ||||||||||||||
Financing activities: | |||||||||||||||||||||
Borrowings under senior secured revolving credit facility | — | — | 103,597 | 103,597 | |||||||||||||||||
Proceeds from the exercise of options and warrants | — | — | 13,089 | 13,089 | |||||||||||||||||
Excess tax benefit related to share-based compensation | — | — | 5,974 | 5,974 | |||||||||||||||||
Net borrowings under working capital facilities | — | 215 | — | 215 | |||||||||||||||||
Payment of deferred financing costs | — | (116 | ) | (52 | ) | (168 | ) | ||||||||||||||
Repayment of subordinated unsecured notes payable | (270 | ) | — | — | (270 | ) | |||||||||||||||
Repayment under senior secured revolving credit facility | — | — | (136,301 | ) | (136,301 | ) | |||||||||||||||
Intercompany investments and other | (13,693 | ) | — | 13,693 | — | ||||||||||||||||
Net cash provided by (used in) financing activities | (13,963 | ) | 99 | — | (13,864 | ) | |||||||||||||||
Exchange rate impact on cash and cash equivalents | — | (277 | ) | — | (277 | ) | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | (2,932 | ) | 6,350 | — | 3,418 | ||||||||||||||||
Cash and cash equivalents, beginning of period | 4,125 | 4,502 | — | 8,627 | |||||||||||||||||
Cash and cash equivalents, end of period | $ | 1,193 | $ | 10,852 | $ | — | $ | 12,045 |
Note_1_Nature_of_Operations_an1
Note 1 - Nature of Operations and Basis of Presentation (Details) | 12 Months Ended | 63 Months Ended | 69 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Sep. 30, 2013 | Sep. 30, 2013 |
Disclosure Text Block [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Number of Businesses Acquired | 3 | 9 | 14 | 11 | 3 | 40 | 40 |
Number Of Service Centers | ' | ' | ' | ' | ' | 57 | 57 |
Number of States in which Entity Operates | ' | ' | ' | ' | ' | 50 | 50 |
Stock Issued During Period, Shares, New Issues (in Shares) | ' | ' | 9.3 | ' | ' | ' | ' |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jul. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Jan. 15, 2012 | Dec. 31, 2011 | Jul. 19, 2011 | |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allowance for Doubtful Accounts Receivable | ' | $4,200,000 | ' | $4,200,000 | ' | $4,400,000 | ' | ' | ' |
Cash and Cash Equivalents, at Carrying Value | ' | 12,045,000 | 6,406,000 | 12,045,000 | 6,406,000 | 8,627,000 | ' | 8,416,000 | ' |
Cash, FDIC Insured Amount | ' | 250,000 | ' | 250,000 | ' | ' | ' | ' | ' |
Deferred Finance Costs, Gross | ' | 116,000 | ' | 116,000 | ' | ' | ' | ' | ' |
Proceeds from Unsecured Notes Payable | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ' | ' | ' | ' | ' | 9.00% | ' | 9.00% |
Amortization of Financing Costs | ' | 477,000 | 564,000 | 1,636,000 | 1,612,000 | ' | ' | ' | ' |
Deferred Revenue | ' | 6,800,000 | ' | 6,800,000 | ' | 12,600,000 | ' | ' | ' |
Deferred Costs, Current | ' | 4,900,000 | ' | 4,900,000 | ' | 9,100,000 | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | ' | 9,200,000 | ' | 9,200,000 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | ' | ' | ' | 525,100 | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Total Fair Value | ' | ' | ' | 4,100,000 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | '3 years | ' | ' | ' | ' | ' |
Share-based Compensation | ' | ' | ' | 12,234,000 | 12,562,000 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | ' | ' | ' | ' | 425,000 | ' | ' | ' | ' |
Accrued Share Based Compensation | ' | 257,000 | ' | 630,000 | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | ' | ' | ' | 422,000 | ' | ' | ' | ' | ' |
Business Combination Contingent Consideration Settled In Cash | ' | ' | ' | 343,000 | ' | ' | ' | ' | ' |
Business Combination Contingent Consideration Change Related To Restricted With Shares Issued Previously | ' | ' | ' | 110,000 | ' | ' | ' | ' | ' |
Senior Secured Revolving Credit Facility [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Financing Costs Incurred | ' | ' | ' | 30,000 | 620,000 | ' | ' | ' | ' |
Senior Unsecured Notes [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Finance Costs, Gross | ' | 7,100,000 | ' | 7,100,000 | ' | ' | ' | ' | ' |
Deferred Financing Costs Incurred | ' | ' | ' | 22,000 | 243,000 | ' | ' | ' | ' |
Employee Stock Option [Member] | Cost of Sales [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation | ' | 748,000 | 748,000 | 2,200,000 | 2,200,000 | ' | ' | ' | ' |
Employee Stock Option [Member] | Selling, General and Administrative Expenses [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation | ' | 2,200,000 | 2,300,000 | 6,600,000 | 6,700,000 | ' | ' | ' | ' |
Employee Stock Option [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | ' | ' | ' | 525,000 | ' | ' | ' | ' | ' |
Share-based Compensation | ' | 3,000,000 | 3,000,000 | 8,800,000 | 9,000,000 | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | ' | 12,900,000 | ' | 12,900,000 | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | ' | '1 year 6 months | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | ' | ' | ' | 18,000,000 | ' | ' | ' | ' | ' |
Restricted Stock [Member] | Selling, General and Administrative Expenses [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation | ' | 1,100,000 | 122,000 | 2,800,000 | 420,000 | ' | ' | ' | ' |
Restricted Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | ' | 8,400,000 | ' | 8,400,000 | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | ' | '2 years 36 days | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' |
Options and Warrants [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | ' | ' | ' | ' | 9,900,000 | ' | ' | ' | ' |
Unsubordinated Unsecured Note [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | ' | ' | ' | ' | 68,000 | ' | ' | ' | ' |
Interest Expense [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase Decrease In Interest And Other Expense Related To Contingent Consideration | ' | ' | ' | 31,000 | ' | ' | ' | ' | ' |
United States [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and Cash Equivalents, at Carrying Value | ' | 1,200,000 | ' | 1,200,000 | ' | ' | ' | ' | ' |
Accrued [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Finance Costs, Gross | ' | $8,100,000 | ' | $8,100,000 | ' | ' | ' | ' | ' |
Note_2_Summary_of_Significant_3
Note 2 - Summary of Significant Accounting Policies (Details) - Assumptions Utilized for Stock Option Grants (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Note 2 - Summary of Significant Accounting Policies (Details) - Assumptions Utilized for Stock Option Grants [Line Items] | ' |
Expected life (years) | '6 years |
Minimum [Member] | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Assumptions Utilized for Stock Option Grants [Line Items] | ' |
Volatility | 48.37% |
Risk-free interest rate | 0.97% |
Dividend yield | ' |
Fair value (in Dollars per share) | 6.63 |
Maximum [Member] | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Assumptions Utilized for Stock Option Grants [Line Items] | ' |
Volatility | 48.83% |
Risk-free interest rate | 1.69% |
Fair value (in Dollars per share) | 11.52 |
Note_2_Summary_of_Significant_4
Note 2 - Summary of Significant Accounting Policies (Details) - Stock Option Activity (USD $) | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 |
Stock Option Activity [Abstract] | ' |
Outstanding at December 31, 2012 | 9,463,657 |
Outstanding at December 31, 2012 (in Dollars per share) | $11.76 |
Outstanding at September 30, 2013 | 8,126,850 |
Outstanding at September 30, 2013 (in Dollars per share) | $12.49 |
Outstanding at September 30, 2013 | '7 years 219 days |
Outstanding at September 30, 2013 (in Dollars) | $111,758 |
Exercisable at September 30, 2013 | 4,788,361 |
Exercisable at September 30, 2013 (in Dollars per share) | $11.71 |
Exercisable at September 30, 2013 | '7 years 36 days |
Exercisable at September 30, 2013 (in Dollars) | $68,388 |
Options granted | 525,100 |
Options granted (in Dollars per share) | $16.68 |
Options forfeited | -344,052 |
Options forfeited (in Dollars per share) | $15.92 |
Options exercised | -1,517,855 |
Options exercised (in Dollars per share) | $8.62 |
Note_2_Summary_of_Significant_5
Note 2 - Summary of Significant Accounting Policies (Details) - Summary of Changes in Non Vested Restricted Shares and RSUs (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Summary of Changes in Non Vested Restricted Shares and RSUs [Abstract] | ' |
Number of awards nonvested | 189,412 |
Weighted average grant date fair value of nonvested awards (in Dollars per share) | $13.68 |
Awards granted | 655,985 |
Awards granted (in Dollars per share) | $15.58 |
Awards vested | -75,370 |
Awards vested (in Dollars per share) | $13.40 |
Awards forfeited | -19,540 |
Awards forfeited (in Dollars per share) | $14.06 |
Number of awards nonvested | 750,487 |
Weighted average grant date fair value of nonvested awards (in Dollars per share) | $15.36 |
Note_2_Summary_of_Significant_6
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of the Company's Financial Assets Measured on a Recurring Basis (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of the Company's Financial Assets Measured on a Recurring Basis [Line Items] | ' | ' |
Financial Instruments | ' | $101 |
Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Contract [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of the Company's Financial Assets Measured on a Recurring Basis [Line Items] | ' | ' |
Financial Instruments | 272 | ' |
Fair Value, Inputs, Level 3 [Member] | Contingent Consideration [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of the Company's Financial Assets Measured on a Recurring Basis [Line Items] | ' | ' |
Financial Instruments | 424 | 846 |
Interest Rate Swap [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of the Company's Financial Assets Measured on a Recurring Basis [Line Items] | ' | ' |
Financial Instruments | ' | 101 |
Contingent Consideration [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of the Company's Financial Assets Measured on a Recurring Basis [Line Items] | ' | ' |
Financial Instruments | 424 | 846 |
Foreign Exchange Contract [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of the Company's Financial Assets Measured on a Recurring Basis [Line Items] | ' | ' |
Financial Instruments | $272 | ' |
Note_2_Summary_of_Significant_7
Note 2 - Summary of Significant Accounting Policies (Details) - Changes in Accumulated Other Comprehensive Income (Loss) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' |
Balance at January 1, 2013 | $3,356 |
Balance at January 1, 2013 | 3,183 |
Other comprehensive income (loss), net of tax | -7,453 |
Other comprehensive income (loss), net of tax | -6,936 |
Balance at September 30, 2013 | -4,097 |
Balance at September 30, 2013 | -3,753 |
Investment Hedge, Foreign Exchange Contract [Member] | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' |
Other comprehensive income (loss), net of tax | 138 |
Balance at September 30, 2013 | 138 |
Investment Hedge, Australian Denominated Debt [Member] | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' |
Balance at January 1, 2013 | -173 |
Other comprehensive income (loss), net of tax | 379 |
Balance at September 30, 2013 | $206 |
Note_3_Acquisitions_Details
Note 3 - Acquisitions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 63 Months Ended | 69 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Sep. 30, 2013 | Sep. 30, 2013 | |
Note 3 - Acquisitions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Businesses Acquired | ' | ' | ' | ' | 3 | 9 | 14 | 11 | 3 | 40 | 40 |
Business Combination, Consideration Transferred | ' | ' | $350,000 | ' | $109,500,000 | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | 112,300,000 | ' | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | ' | ' | ' | ' | 2,900,000 | ' | ' | ' | ' | ' | ' |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | ' | ' | ' | ' | 6,190 | ' | ' | ' | ' | ' | ' |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | ' | ' | ' | ' | 85,000 | ' | ' | ' | ' | ' | ' |
Business Acquisition, Transaction Costs | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' |
Business Combination, Acquisition Related Costs | ' | 813,000 | 28,000 | 1,200,000 | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Revenue | ' | 145,200,000 | ' | 431,200,000 | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Earnings Per Share, Basic (in Dollars per share) | ' | $0.13 | ' | $0.46 | ' | ' | ' | ' | ' | ' | ' |
Interest Expense | ' | ' | ' | 4,800,000 | ' | ' | ' | ' | ' | ' | ' |
Depreciation, Depletion and Amortization | 15,910,000 | 14,458,000 | 48,058,000 | 42,245,000 | ' | ' | ' | ' | ' | ' | ' |
Selling, General and Administrative Expense | 31,620,000 | 28,281,000 | 98,953,000 | 84,642,000 | ' | ' | ' | ' | ' | ' | ' |
MedHealth Holdings [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 3 - Acquisitions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' |
Parthenia Medical Group [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 3 - Acquisitions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' |
Other 2012 Acquisitions [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 3 - Acquisitions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | ' | ' | ' | ' | 59,100,000 | ' | ' | ' | ' | ' | ' |
Business Acquisition Purchase Price Allocation Intangible Assets Expected Tax Deductible Amount | ' | ' | ' | ' | 50,200,000 | ' | ' | ' | ' | ' | ' |
Pro Forma Additional Expenses [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note 3 - Acquisitions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Expense | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation, Depletion and Amortization | ' | 2,300,000 | ' | 8,700,000 | ' | ' | ' | ' | ' | ' | ' |
Selling, General and Administrative Expense | ' | $1,600,000 | ' | $591,000 | ' | ' | ' | ' | ' | ' | ' |
Note_3_Acquisitions_Details_Pr
Note 3 - Acquisitions (Details) - Preliminary Allocation (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Note 3 - Acquisitions (Details) - Preliminary Allocation [Line Items] | ' | ' | ' |
Goodwill | $368,825,000 | $370,143,000 | $300,260,000 |
Totals | 350,000 | 109,500,000 | ' |
Preliminary Purchase Price Allocation [Member] | Customer Relationships [Member] | ' | ' | ' |
Note 3 - Acquisitions (Details) - Preliminary Allocation [Line Items] | ' | ' | ' |
Intangible assets | 44,413,000 | 44,413,000 | ' |
Preliminary Purchase Price Allocation [Member] | Trade Names [Member] | ' | ' | ' |
Note 3 - Acquisitions (Details) - Preliminary Allocation [Line Items] | ' | ' | ' |
Intangible assets | 11,901,000 | 11,901,000 | ' |
Preliminary Purchase Price Allocation [Member] | Noncompete Agreements [Member] | ' | ' | ' |
Note 3 - Acquisitions (Details) - Preliminary Allocation [Line Items] | ' | ' | ' |
Intangible assets | 313,000 | 313,000 | ' |
Preliminary Purchase Price Allocation [Member] | Unpatented Technology [Member] | ' | ' | ' |
Note 3 - Acquisitions (Details) - Preliminary Allocation [Line Items] | ' | ' | ' |
Intangible assets | 666,000 | 666,000 | ' |
Preliminary Purchase Price Allocation [Member] | ' | ' | ' |
Note 3 - Acquisitions (Details) - Preliminary Allocation [Line Items] | ' | ' | ' |
Equipment and leasehold improvements | 850,000 | 850,000 | ' |
Goodwill | 66,002,000 | 60,373,000 | ' |
Net deferred tax liability associated with step-up in book basis | -15,446,000 | -9,610,000 | ' |
Assets acquired and liabilities assumed, net | 826,000 | 269,000 | ' |
Totals | 109,525,000 | 109,175,000 | ' |
Purchase Price Adjustments and Reclassifications [Member] | ' | ' | ' |
Note 3 - Acquisitions (Details) - Preliminary Allocation [Line Items] | ' | ' | ' |
Goodwill | 5,629,000 | ' | ' |
Net deferred tax liability associated with step-up in book basis | -5,836,000 | ' | ' |
Assets acquired and liabilities assumed, net | 557,000 | ' | ' |
Totals | $350,000 | ' | ' |
Note_4_Property_Equipment_and_2
Note 4 - Property, Equipment and Leasehold Improvements (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Property, Plant and Equipment [Abstract] | ' | ' | ' | ' |
Depreciation | $1.40 | $1.40 | $4.20 | $4 |
Note_4_Property_Equipment_and_3
Note 4 - Property, Equipment and Leasehold Improvements (Details) - Property, Equipment and Leasehold Improvements (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, and equipment | $25,037 | $20,620 |
Less accumulated depreciation and amortization | 14,300 | 10,287 |
Total | 10,737 | 10,333 |
Building [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated useful lives | '15 years | ' |
Property, plant, and equipment | 600 | 600 |
Computer and Office Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated useful lives | '3 years | ' |
Property, plant, and equipment | 18,472 | 15,557 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, and equipment | 3,225 | 2,586 |
Furniture and Fixtures [Member] | Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated useful lives | '3 years | ' |
Furniture and Fixtures [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated useful lives | '5 years | ' |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Leasehold improvements | 'Lease term | ' |
Leasehold improvements | $2,740 | $1,877 |
Note_5_Goodwill_and_Intangible2
Note 5 - Goodwill and Intangible Assets (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Amortization of Intangible Assets | $14.50 | $13.10 | $43.90 | $38.20 |
Note_5_Goodwill_and_Intangible3
Note 5 - Goodwill and Intangible Assets (Details) - Goodwill (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Goodwill [Abstract] | ' | ' |
Balance at beginning of period | $370,143 | $300,260 |
Goodwill acquired during the period | ' | 60,373 |
Adjustments to prior year acquisitions | 5,629 | 7,109 |
Effect of foreign currency translation | -6,947 | 2,401 |
Balance at end of period | $368,825 | $370,143 |
Note_5_Goodwill_and_Intangible4
Note 5 - Goodwill and Intangible Assets (Details) - Intangible Assets (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Amortizable intangible assets: | ' | ' |
Gross carrying value | $270,506 | $275,965 |
Accumulated Amortization | -166,000 | -123,069 |
Net carrying value | 104,506 | 152,896 |
Customer Relationships [Member] | ' | ' |
Amortizable intangible assets: | ' | ' |
Gross carrying value | 199,889 | 204,699 |
Accumulated Amortization | -122,907 | -90,040 |
Net carrying value | 76,982 | 114,659 |
Trade Names [Member] | ' | ' |
Amortizable intangible assets: | ' | ' |
Gross carrying value | 59,395 | 60,620 |
Accumulated Amortization | -33,211 | -24,413 |
Net carrying value | 26,184 | 36,207 |
Noncompete Agreements [Member] | ' | ' |
Amortizable intangible assets: | ' | ' |
Estimated useful lives | '36 months | '36 months |
Gross carrying value | 3,744 | 3,116 |
Accumulated Amortization | -2,734 | -2,313 |
Net carrying value | 1,010 | 803 |
Unpatented Technology [Member] | ' | ' |
Amortizable intangible assets: | ' | ' |
Gross carrying value | 7,478 | 7,530 |
Accumulated Amortization | -7,148 | -6,303 |
Net carrying value | $330 | $1,227 |
Minimum [Member] | Customer Relationships [Member] | ' | ' |
Amortizable intangible assets: | ' | ' |
Estimated useful lives | '40 months | '40 months |
Minimum [Member] | Trade Names [Member] | ' | ' |
Amortizable intangible assets: | ' | ' |
Estimated useful lives | '45 months | '45 months |
Minimum [Member] | Unpatented Technology [Member] | ' | ' |
Amortizable intangible assets: | ' | ' |
Estimated useful lives | '24 months | '24 months |
Maximum [Member] | Customer Relationships [Member] | ' | ' |
Amortizable intangible assets: | ' | ' |
Estimated useful lives | '60 months | '60 months |
Maximum [Member] | Trade Names [Member] | ' | ' |
Amortizable intangible assets: | ' | ' |
Estimated useful lives | '84 months | '84 months |
Maximum [Member] | Unpatented Technology [Member] | ' | ' |
Amortizable intangible assets: | ' | ' |
Estimated useful lives | '40 months | '40 months |
Note_5_Goodwill_and_Intangible5
Note 5 - Goodwill and Intangible Assets (Details) - Intangible Amortization Expense (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Intangible Amortization Expense [Abstract] | ' | ' |
Three months ended December 31, 2013 | $13,093 | ' |
Year ended December 31: | ' | ' |
2014 | 38,292 | ' |
2015 | 28,921 | ' |
2016 | 15,393 | ' |
2017 | 8,391 | ' |
Thereafter | 416 | ' |
Total | $104,506 | $152,896 |
Note_6_Accrued_Expenses_Detail
Note 6 - Accrued Expenses (Details) - Accrued Expenses (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Expenses [Abstract] | ' | ' |
Accrued compensation and benefits | $9,848 | $7,217 |
Accrued selling and professional fees | 5,768 | 5,777 |
Accrued income, value added and other taxes | 15,152 | 17,256 |
Accrued medical panel fees | 2,804 | 2,646 |
Other accrued expenses | 4,200 | 3,099 |
Total | $37,772 | $35,995 |
Note_7_Stockholders_Equity_Det
Note 7 - Stockholders' Equity (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Note 7 - Stockholders' Equity (Details) [Line Items] | ' | ' |
Warrants Exercised During Period | 59,000 | ' |
Treasury Stock, Shares | 905,349 | 905,349 |
Treasury Stock Acquired, Average Cost Per Share (in Dollars per share) | $9.38 | ' |
Stock Repurchase Program, Remaining Authorized Repurchase Amount (in Dollars) | $10,200,000 | ' |
Employee Stock Option [Member] | ' | ' |
Note 7 - Stockholders' Equity (Details) [Line Items] | ' | ' |
Stock Issued During Period, Shares, Share-based Compensation, Gross | 1,500,000 | ' |
Restricted Stock [Member] | Officers and Employees [Member] | ' | ' |
Note 7 - Stockholders' Equity (Details) [Line Items] | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 231,000 | ' |
Stock Issued During Period, Value, Restricted Stock Award, Gross (in Dollars) | 3,200,000 | ' |
Restricted Stock [Member] | Board of Directors[Member] | ' | ' |
Note 7 - Stockholders' Equity (Details) [Line Items] | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 20,000 | ' |
Stock Issued During Period, Value, Restricted Stock Award, Gross (in Dollars) | $485,000 | ' |
Restricted Stock [Member] | ' | ' |
Note 7 - Stockholders' Equity (Details) [Line Items] | ' | ' |
Stock Issued During Period, Shares, Share-based Compensation, Gross | 37,000 | ' |
Note_8_Related_Party_Transacti1
Note 8 - Related Party Transactions (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
RedRidge Finance Group [Member] | ' | ' | ' | ' | ' |
Note 8 - Related Party Transactions (Details) [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | ' | $16,000 | $40,000 | $67,000 | $160,000 |
Compass [Member] | ' | ' | ' | ' | ' |
Note 8 - Related Party Transactions (Details) [Line Items] | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | $10,080 | $48,000 | $31,000 | $112,000 | $94,000 |
Note_9_Commitments_and_Conting2
Note 9 - Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' |
Operating Leases, Rent Expense | $3,100,000 | $2,400,000 | $9,200,000 | $7,100,000 |
Defined Contribution Plan, Cost Recognized | $144,000 | $149,000 | $421,000 | $380,000 |
Note_9_Commitments_and_Conting3
Note 9 - Commitments and Contingencies (Details) - Future Minimum Lease Payments (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Future Minimum Lease Payments [Abstract] | ' |
Three months ended December 31, 2013 | $3,228 |
Year ended December 31: | ' |
2014 | 11,573 |
2015 | 10,023 |
2016 | 6,995 |
2017 | 5,280 |
Thereafter | 7,731 |
Total | $44,830 |
Note_10_LongTerm_Debt_Details
Note 10 - Long-Term Debt (Details) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||||||||||||
Jul. 19, 2011 | 6-May-11 | Sep. 30, 2013 | Dec. 31, 2011 | Dec. 31, 2010 | Jul. 15, 2015 | Dec. 31, 2012 | Jan. 15, 2012 | Jul. 31, 2011 | Jul. 07, 2011 | Feb. 09, 2011 | Nov. 02, 2010 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 29, 2010 | Sep. 30, 2013 | 12-May-11 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2010 | Dec. 31, 2010 | Dec. 31, 2010 | Sep. 30, 2011 | Dec. 31, 2010 | Sep. 30, 2011 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | UKIM [Member] | Premex Group [Member] | UKIM [Member] | UKIM [Member] | Premex Group [Member] | Premex Group [Member] | Federal Funds Rate Base [Member] | LIBOR Rate Base [Member] | Default Rate [Member] | UKIM June 2013 Amendment Letter [Member] | Premex June 2013 Amendment Letter [Member] | Subordinated Unsecured Notes [Member] | Noninterest Bearing [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | ||||
USD ($) | USD ($) | GBP (£) | GBP (£) | USD ($) | USD ($) | Noninterest Bearing [Member] | USD ($) | Noninterest Bearing [Member] | USD ($) | ||||||||||||||||||||
USD ($) | USD ($) | ||||||||||||||||||||||||||||
Note 10 - Long-Term Debt (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior Notes | $250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ' | ' | ' | ' | ' | ' | 9.00% | 9.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | 6.00% | ' | ' | ' | ' | ' |
Proceeds from Issuance of Senior Long-term Debt | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Repurchase Percentage of Face Amount | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | 262,500,000 | 245,000,000 | 180,000,000 | ' | ' | ' | 5,000,000 | ' | 26,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Increase (Decrease), Other, Net | ' | 55,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line Of Credit Facility Increase Right | ' | ' | ' | 37,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line Of Credit Facility Increase Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Secured Revolving Credit Facility, Alternative Currency Sublimit | ' | ' | ' | 60,000,000 | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | 2.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | 2.40% | ' | 0.50% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | 66,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,300,000 | 27,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Remaining Borrowing Capacity | ' | ' | 195,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 729,000 | 15,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '24 months | '24 months | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate at Period End | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred, Liabilities Incurred | ' | ' | ' | ' | 6,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,400,000 | 2,500,000 | ' | ' | ' | ' |
Debt Instrument, Periodic Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | 76,000 |
Debt Instrument, Annual Principal Payment | ' | ' | $270,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $250,000 | ' | $750,000 | ' |
Note_10_LongTerm_Debt_Details_
Note 10 - Long-Term Debt (Details) - Debt (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Note 10 - Long-Term Debt (Details) - Debt [Line Items] | ' | ' | ||
$351,540 | $384,960 | |||
Less current portion | 314 | 6,258 | ||
351,226 | 378,702 | |||
Senior Unsecured Notes Payable [Member] | ' | ' | ||
Note 10 - Long-Term Debt (Details) - Debt [Line Items] | ' | ' | ||
Unsecured notes payable | 250,000 | [1] | 250,000 | [1] |
Senior Secured Revolving Credit Facility [Member] | ' | ' | ||
Note 10 - Long-Term Debt (Details) - Debt [Line Items] | ' | ' | ||
Revolving credit facilities | 66,596 | [2] | 99,926 | [2] |
Working Capital Facilities [Member] | ' | ' | ||
Note 10 - Long-Term Debt (Details) - Debt [Line Items] | ' | ' | ||
Revolving credit facilities | 34,630 | [3] | 34,459 | [3] |
Various Unsecured Notes Payable [Member] | ' | ' | ||
Note 10 - Long-Term Debt (Details) - Debt [Line Items] | ' | ' | ||
Unsecured notes payable | $314 | [4] | $575 | [4] |
[1] | On July 19, 2011, the Company closed a private offering of $250.0 million in aggregate principal amount of 9.0% senior notes due 2019 (the "Initial Notes"). The Initial Notes were issued at a price of 100% of their principal amount. A portion of the gross proceeds of $250.0 million were used to repay borrowings outstanding under the Company's Senior Secured Revolving Credit Facility and pay related fees and expenses, and the remainder was used for general corporate purposes, including acquisitions. In June 2012, in accordance with the registration rights granted to the original purchasers of the Initial Notes, the Company completed an exchange offer of the privately placed Initial Notes for new 9.0% senior notes due 2019 (the "Exchange Notes," and together with the Initial Notes, the "Senior Unsecured Notes") registered with the SEC with substantially identical terms to the Initial Notes. The Senior Unsecured Notes are senior obligations of ExamWorks and are guaranteed by ExamWorks' existing and future U.S. subsidiaries (the "Guarantors"). The Senior Unsecured Notes were issued under an Indenture, dated as of July 19, 2011 (the "Indenture"), among the Company, the Guarantors and U.S. Bank, National Association, as trustee (the "Trustee"). The Senior Unsecured Notes are the Company's general senior unsecured obligations, and rank equally with the Company's existing and future senior unsecured obligations and senior to all of the Company's further subordinated indebtedness. The Senior Unsecured Notes accrue interest at a rate of 9.0% per year, payable semi-annually in cash in arrears on January 15 and July 15 of each year, commencing January 15, 2012. At any time on or after July 15, 2015, the Company may redeem some or all of the Senior Unsecured Notes at the redemption prices stated in the Indenture, plus accrued and unpaid interest to the date of redemption. Prior to July 15, 2014, the Company may redeem up to 35% of the aggregate principal amount of the Senior Unsecured Notes with net cash proceeds from certain equity offerings at a redemption price equal to 109% of the aggregate principal amount of the Senior Unsecured Notes, plus accrued and unpaid interest, if any, provided that at least 65% of the original aggregate principal amount of the Senior Unsecured Notes remains outstanding after redemption. Further, the Company may redeem some or all of the of the Senior Unsecured Notes at any time prior to July 15, 2015 at a redemption price equal to 100% of the principal amount of the Senior Unsecured Notes plus a make whole premium described in the Indenture, plus accrued and unpaid interest. The Indenture includes covenants which, subject to certain exceptions, limit the ability of the Company and its restricted subsidiaries (as defined in the Indenture) to, among other things, incur additional indebtedness, make certain types of restricted payments, incur liens on assets of the Company or the restricted subsidiaries, engage in asset sales and enter into transactions with affiliates. Upon a change of control (as defined in the Indenture), the Company may be required to make an offer to repurchase the Senior Unsecured Notes at 101% of their principal amount, plus accrued and unpaid interest. The Indenture also contains customary events of default. | |||
[2] | The Company entered into a credit agreement dated November 2, 2010 with Bank of America, N.A (the "Senior Secured Revolving Credit Facility"). The Senior Secured Revolving Credit Facility initially consisted of a $180.0 million revolving credit facility. The Senior Secured Revolving Credit Facility is available to finance the Company's acquisition program and working capital needs. On February 9, 2011, the Company exercised the accordion feature of the Senior Secured Revolving Credit Facility, increasing the facility from $180.0 million to $245.0 million. On May 6, 2011, the Company increased and fully exercised the accordion features of the Senior Secured Revolving Credit Facility. The increase and exercise of the accordion feature increased the committed capacity of the credit facility by $55.0 million, from a total of $245.0 million to a total of $300.0 million. On July 7, 2011, the Company entered into a second amendment to its Senior Secured Revolving Credit Facility (the "Second Amendment") which became effective simultaneously with the consummation of the Company's private offering of the Senior Unsecured Notes. The Second Amendment amended the Senior Secured Revolving Credit Facility to, among other things, (i) extend the maturity date of the Senior Secured Revolving Credit Facility from November 2013 to July 2016; (ii) permit the issuance and sale of the Senior Unsecured Notes; (iii) replace the consolidated senior leverage ratio with a consolidated senior secured leverage ratio while permitting the maximum consolidated senior secured leverage ratio to be 3.00 to 1; (iv) permit the Company's maximum consolidated leverage ratio to increase from 3.5 to 1 to 4.75 to 1; (v) reduce the borrowing cost; and (vi) allow the Company to complete acquisitions with a purchase price of up to $75.0 million (previously $50.0 million) without prior lender consent. The Second Amendment also reduced the aggregate revolving commitments under the Senior Secured Revolving Credit Facility by $37.5 million for a maximum commitment of $262.5 million, subject to the Company's right to increase the aggregate revolving commitments by $37.5 million for a maximum commitment of $300.0 million, so long as the Company is not in default and the Company satisfies certain other customary conditions. On February 27, 2012, the Company entered into a third amendment to its Senior Secured Revolving Credit Facility (the "Third Amendment"). The Third Amendment amended the Senior Secured Revolving Credit Facility as to the definitions of consolidated fixed charges and consolidated fixed charge coverage ratio and does not permit the consolidated fixed charge coverage ratio as of the end of any fiscal quarter to be less than (i) for any fiscal quarter ending during the period from December 31, 2011 to and including September 30, 2012, 1.75 to 1.00 and (ii) for any fiscal quarter ending thereafter, 2.00 to 1.00. On August 27, 2012, the Company entered into a fourth amendment to its Senior Secured Revolving Credit Facility (the "Fourth Amendment"). The Fourth Amendment amended the Senior Secured Revolving Credit Facility to add the Australian dollar as an alternative currency and increased the alternative currency sublimit from USD $60.0 million to USD $100.0 million. On June 27, 2013, the Company entered into a fifth amendment to its Senior Secured Revolving Credit Facility (the "Fifth Amendment"). Among other changes, the Fifth Amendment modifies the Credit Agreement to permit an implementation of an auto-borrow agreement between the swing line lender and the Company to facilitate the Company's cash management, incorporates new provisions related to swap regulations and updates various provisions related to the LIBOR rate, Foreign Account Tax Compliance Act and the International Financial Reporting Standards. Borrowings under the Senior Secured Revolving Credit Facility, as amended, bear interest, at either (i) LIBOR plus the applicable margin or (ii) a base rate (equal to the highest of (a) the federal funds rate plus 0.5%, (b) the Bank of America prime rate and (c) LIBOR (using a one month-period) plus 1.0%), plus the applicable margin, as the Company elects. The applicable margin means a percentage per annum determined in accordance with the following table: Pricing Tier Consolidated Senior Secured Leverage Ratio CommitmentFee/UnusedLine Fee Letter of Credit Fee Eurocurrency Rate Loans Base Rate Loans 1 2.50 to 1.0 0.50 % 3.75 % 3.75 % 2.75 %2 2.00 to 1.0 but < 2.50 to 1.0 0.45 % 3.50 % 3.50 % 2.50 %3 1.50 to 1.0 but < 2.00 to 1.0 0.40 % 3.25 % 3.25 % 2.25 %4 1.00 to 1.0 but < 1.50 to 1.0 0.35 % 3.00 % 3.00 % 2.00 %5 < 1.00 to 1.0 0.30 % 2.75 % 2.75 % 1.75 % In the event of default, the outstanding indebtedness under the facility will bear interest at an additional 2.00%. The Senior Secured Revolving Credit Facility contains restrictive covenants, including among other things, financial covenants requiring the Company to not exceed a maximum consolidated senior secured leverage coverage ratio and a maximum total consolidated leverage ratio and to maintain a minimum consolidated fixed charge coverage ratio. The Senior Secured Revolving Credit Facility also restricts the Company's ability (subject to certain exceptions) to incur indebtedness, prepay or amend other indebtedness, create liens, make certain fundamental changes including mergers or dissolutions, pay dividends and make other payments in respect of capital stock, make certain investments, sell assets, change its lines of business, enter into transactions with affiliates and other corporate actions. As of September 30, 2013, the Company had $66.6 million outstanding under the Senior Secured Revolving Credit Facility, resulting in $195.9 million of undrawn commitments. The credit agreement governing the Company's Senior Secured Revolving Credit Facility contains restrictive covenants, including among other things, financial covenants which may limit the amount of borrowings available. | |||
[3] | On September 29, 2010, the Company's indirect 100% owned subsidiary UKIM entered into a Sales Finance Agreement (the "UKIM SFA") with Barclays Bank PLC ("Barclays"), pursuant to which Barclays provides UKIM a working capital facility of up to 5,000,000, subject to the terms and conditions of the UKIM SFA. The working capital facility bore a discount margin of 2.5% over Base Rate and serves to finance UKIM's unpaid account receivables. The working capital facility had a minimum term of 36 months. On June 28, 2013, UKIM entered into an amendment to extend the term of the existing UKIM SFA by 24 months from June 28, 2013, to amend the discount margin to 2.4% over Base Rate (0.5% rate on September 30, 2013) and to provide that payments by UKIM for certain non-working capital purposes are permitted under the UKIM SFA. The working capital facility operates on a co-terminus and cross-default basis with other facilities provided by Barclays and with the Senior Secured Revolving Credit Facility. As of September 30, 2013, UKIM had $7.3 million outstanding under the working capital facility, resulting in approximately $729,000 in availability. | |||
[4] | During 2009 and 2010, the Company issued seller debt in the form of subordinated unsecured notes payable with an estimated fair value of approximately $6.9 million relating to certain acquisitions. These notes are unsecured and subordinated to the Senior Secured Revolving Credit Facility and the Senior Unsecured Notes issued in July 2011. Five notes payable totaling $4.4 million bore interest at 6%, and were payable quarterly with amounts ranging between $50,000 and $76,000, with maturity dates ranging from August 2011 through March 2013. The remaining balance of the notes payable, $2.5 million, are noninterest bearing and are payable annually with amounts ranging between $250,000 and $750,000, maturing in 2014. The Company made principal payments totaling $270,000 during the nine months ended September 30, 2013. As of September 30, 2013, future maturities of long-term debt were as follows (in thousands): Amount Three months ended December 31, 2013 $ - Year ended December 31: 2014 314 2015 34,630 2016 66,596 2017 - Thereafter 250,000 Total $ 351,540 |
Note_10_LongTerm_Debt_Details_1
Note 10 - Long-Term Debt (Details) - Borrowings under the Senior Secured Revolving Credit Facility | Jan. 15, 2012 | Jul. 31, 2011 | Jul. 19, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Pricing Tier 1 [Member] | Pricing Tier 1 [Member] | Pricing Tier 1 [Member] | Pricing Tier 2 [Member] | Pricing Tier 2 [Member] | Pricing Tier 2 [Member] | Pricing Tier 3 [Member] | Pricing Tier 3 [Member] | Pricing Tier 3 [Member] | Pricing Tier 4 [Member] | Pricing Tier 4 [Member] | Pricing Tier 4 [Member] | Pricing Tier 5 [Member] | Pricing Tier 5 [Member] | Pricing Tier 5 [Member] | ||||
Eurocurrency Rate Loans [Member] | Base Rate Loans [Member] | Eurocurrency Rate Loans [Member] | Base Rate Loans [Member] | Eurocurrency Rate Loans [Member] | Base Rate Loans [Member] | Eurocurrency Rate Loans [Member] | Base Rate Loans [Member] | Eurocurrency Rate Loans [Member] | Base Rate Loans [Member] | |||||||||
Guarantor Obligations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated Leverage Ratio | ' | ' | ' | ' | ' | ' 2.50 to 1.0 | ' | ' | ' 2.00 to 1.0 but < 2.50 to 1.0 | ' | ' | ' 1.50 to 1.0 but < 2.00 to 1.0 | ' | ' | ' 1.00 to 1.0 but < 1.50 to 1.0 | ' | ' | '< 1.00 to 1.0 |
Commitment Fee/Unused Line Fee | ' | ' | ' | ' | ' | 0.50% | ' | ' | 0.45% | ' | ' | 0.40% | ' | ' | 0.35% | ' | ' | 0.30% |
Letter of Credit Fee | ' | ' | ' | ' | ' | 3.75% | ' | ' | 3.50% | ' | ' | 3.25% | ' | ' | 3.00% | ' | ' | 2.75% |
Rate Loans | 9.00% | 9.00% | 9.00% | 3.75% | 2.75% | ' | 3.50% | 2.50% | ' | 3.25% | 2.25% | ' | 3.00% | 2.00% | ' | 2.75% | 1.75% | ' |
Note_10_LongTerm_Debt_Details_2
Note 10 - Long-Term Debt (Details) - Future Maturities of Long-Term Debt (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Year ended December 31: | ' |
2014 | $314 |
2015 | 34,630 |
2016 | 66,596 |
2017 | 0 |
Thereafter | 250,000 |
Total | $351,540 |
Note_11_Financial_Instruments_
Note 11 - Financial Instruments (Details) | 6 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
USD ($) | AUD | GBP (£) | USD ($) | AUD | Interest Expense [Member] | Interest Expense [Member] | Other Current Liabilities [Member] | |
USD ($) | USD ($) | USD ($) | ||||||
Note 11 - Financial Instruments (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Fixed Interest Rate | ' | ' | ' | 4.36% | 4.36% | ' | ' | ' |
Derivative, Notional Amount | ' | ' | ' | $4,800,000 | ' | ' | ' | ' |
Unrealized Gain (Loss) on Derivatives | ' | ' | ' | ' | ' | 101,000 | 169,000 | ' |
Long-term Debt, Fair Value (in Dollars) | ' | ' | ' | ' | 50,000,000 | ' | ' | ' |
Derivative, Amount of Hedged Item (in Dollars) | ' | 60,000,000 | 40,000,000 | ' | ' | ' | ' | ' |
Derivative, Amount of Hedged Item (in Pounds) | ' | 60,000,000 | 40,000,000 | ' | ' | ' | ' | ' |
Payments for (Proceeds from) Hedge, Investing Activities | -500,000 | ' | ' | ' | ' | ' | ' | ' |
Derivative Liability | ' | ' | ' | ' | ' | ' | ' | $272,000 |
Note_12_Income_Taxes_Details
Note 12 - Income Taxes (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Unrecognized Tax Benefits | $336,000 | $327,000 |
Unrecognized Tax Benefits, Period Increase (Decrease) | $9,000 | ' |
Note_12_Income_Taxes_Details_U
Note 12 - Income Taxes (Details) - Unrecognized Tax Benefits (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Unrecognized Tax Benefits [Abstract] | ' |
Balance | $327,000 |
Increase to prior year tax positions | 9,000 |
Increase to current year tax positions | 0 |
Expiration of the statute of limitations for the assessment of taxes | 0 |
Decrease related to settlements | 0 |
Balance | $336,000 |
Note_13_Segment_and_Geographic2
Note 13 - Segment and Geographical Information (Details) - Revenues by Geographic Area (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Note 13 - Segment and Geographical Information (Details) - Revenues by Geographic Area [Line Items] | ' | ' | ' | ' |
Revenues by Country | $152,354 | $130,085 | $457,205 | $381,600 |
United States [Member] | ' | ' | ' | ' |
Note 13 - Segment and Geographical Information (Details) - Revenues by Geographic Area [Line Items] | ' | ' | ' | ' |
Revenues by Country | 93,963 | 84,784 | 280,634 | 260,442 |
Canada [Member] | ' | ' | ' | ' |
Note 13 - Segment and Geographical Information (Details) - Revenues by Geographic Area [Line Items] | ' | ' | ' | ' |
Revenues by Country | 7,290 | 6,553 | 22,986 | 20,457 |
United Kingdom [Member] | ' | ' | ' | ' |
Note 13 - Segment and Geographical Information (Details) - Revenues by Geographic Area [Line Items] | ' | ' | ' | ' |
Revenues by Country | 34,604 | 33,521 | 103,645 | 95,474 |
Australia [Member] | ' | ' | ' | ' |
Note 13 - Segment and Geographical Information (Details) - Revenues by Geographic Area [Line Items] | ' | ' | ' | ' |
Revenues by Country | $16,497 | $5,227 | $49,940 | $5,227 |
Note_13_Segment_and_Geographic3
Note 13 - Segment and Geographical Information (Details) - Long-Lived Assets by Geographic Area (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Note 13 - Segment and Geographical Information (Details) - Long-Lived Assets by Geographic Area [Line Items] | ' | ' | ||
Long-lived Assets by Country | $521,352 | [1] | $566,181 | [1] |
United States [Member] | ' | ' | ||
Note 13 - Segment and Geographical Information (Details) - Long-Lived Assets by Geographic Area [Line Items] | ' | ' | ||
Long-lived Assets by Country | 321,286 | [1] | 337,831 | [1] |
Canada [Member] | ' | ' | ||
Note 13 - Segment and Geographical Information (Details) - Long-Lived Assets by Geographic Area [Line Items] | ' | ' | ||
Long-lived Assets by Country | 26,242 | [1] | 34,919 | [1] |
United Kingdom [Member] | ' | ' | ||
Note 13 - Segment and Geographical Information (Details) - Long-Lived Assets by Geographic Area [Line Items] | ' | ' | ||
Long-lived Assets by Country | 95,409 | [1] | 99,140 | [1] |
Australia [Member] | ' | ' | ||
Note 13 - Segment and Geographical Information (Details) - Long-Lived Assets by Geographic Area [Line Items] | ' | ' | ||
Long-lived Assets by Country | $78,415 | [1] | $94,291 | [1] |
[1] | Long-lived assets are noncurrent assets excluding deferred tax assets and deferred financing costs. |
Note_14_Condensed_Consolidatin2
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Details) - Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Condensed Income Statements, Captions [Line Items] | ' | ' | ' | ' |
Revenues | $152,354,000 | $130,085,000 | $457,205,000 | $381,600,000 |
Costs and expenses: | ' | ' | ' | ' |
Costs of revenues | 100,831,000 | 86,080,000 | 300,333,000 | 251,476,000 |
Selling, general and administrative expenses | 31,620,000 | 28,281,000 | 98,953,000 | 84,642,000 |
Depreciation and amortization | 15,910,000 | 14,458,000 | 48,058,000 | 42,245,000 |
Total costs and expenses | 148,361,000 | 128,819,000 | 447,344,000 | 378,363,000 |
Income (loss) from operations | 3,993,000 | 1,266,000 | 9,861,000 | 3,237,000 |
Interest and other expenses, net | 7,316,000 | 7,546,000 | 22,546,000 | 20,293,000 |
Loss before income taxes | -3,323,000 | -6,280,000 | -12,685,000 | -17,056,000 |
Provision (benefit) for income taxes | -1,072,000 | -1,654,000 | -4,059,000 | -4,800,000 |
Net loss | -2,251,000 | -4,626,000 | -8,626,000 | -12,256,000 |
Comprehensive Income (Loss): | ' | ' | ' | ' |
Foreign currency translation adjustments, net of tax | 3,046,000 | 4,413,000 | -6,936,000 | 5,127,000 |
Total comprehensive income (loss) | 795,000 | -213,000 | -15,562,000 | -7,129,000 |
Guarantor Subsidiaries [Member] | ' | ' | ' | ' |
Condensed Income Statements, Captions [Line Items] | ' | ' | ' | ' |
Revenues | 93,963,000 | 84,785,000 | 280,634,000 | 260,442,000 |
Costs and expenses: | ' | ' | ' | ' |
Costs of revenues | 66,733,000 | 60,025,000 | 197,937,000 | 182,747,000 |
Selling, general and administrative expenses | 15,902,000 | 15,003,000 | 51,306,000 | 47,449,000 |
Depreciation and amortization | 7,730,000 | 8,480,000 | 24,609,000 | 25,881,000 |
Total costs and expenses | 90,365,000 | 83,508,000 | 273,852,000 | 256,077,000 |
Income (loss) from operations | 3,598,000 | 1,277,000 | 6,782,000 | 4,365,000 |
Interest and other expenses, net | 5,512,000 | 5,937,000 | 16,859,000 | 16,391,000 |
Loss before income taxes | -1,914,000 | -4,660,000 | -10,077,000 | -12,026,000 |
Provision (benefit) for income taxes | -3,451,000 | -3,692,000 | -8,329,000 | -6,938,000 |
Net loss | 1,537,000 | -968,000 | -1,748,000 | -5,088,000 |
Comprehensive Income (Loss): | ' | ' | ' | ' |
Foreign currency translation adjustments, net of tax | -2,166,000 | -159,000 | 516,000 | -159,000 |
Total comprehensive income (loss) | -629,000 | -1,127,000 | -1,232,000 | -5,247,000 |
Non-Guarantor Subsidiaries [Member] | ' | ' | ' | ' |
Condensed Income Statements, Captions [Line Items] | ' | ' | ' | ' |
Revenues | 58,391,000 | 45,300,000 | 176,571,000 | 121,158,000 |
Costs and expenses: | ' | ' | ' | ' |
Costs of revenues | 34,098,000 | 26,055,000 | 102,396,000 | 68,729,000 |
Selling, general and administrative expenses | 15,718,000 | 13,278,000 | 47,647,000 | 37,193,000 |
Depreciation and amortization | 8,180,000 | 5,978,000 | 23,449,000 | 16,364,000 |
Total costs and expenses | 57,996,000 | 45,311,000 | 173,492,000 | 122,286,000 |
Income (loss) from operations | 395,000 | -11,000 | 3,079,000 | -1,128,000 |
Interest and other expenses, net | 1,804,000 | 1,609,000 | 5,687,000 | 3,902,000 |
Loss before income taxes | -1,409,000 | -1,620,000 | -2,608,000 | -5,030,000 |
Provision (benefit) for income taxes | 2,379,000 | 2,038,000 | 4,270,000 | 2,138,000 |
Net loss | -3,788,000 | -3,658,000 | -6,878,000 | -7,168,000 |
Comprehensive Income (Loss): | ' | ' | ' | ' |
Foreign currency translation adjustments, net of tax | 5,212,000 | 4,572,000 | -7,452,000 | 5,286,000 |
Total comprehensive income (loss) | $1,424,000 | $914,000 | ($14,330,000) | ($1,882,000) |
Note_14_Condensed_Consolidatin3
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Details) - Condensed Consolidating Balance Sheet (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 | ||
In Thousands, unless otherwise specified | ||||||
Current assets: | ' | ' | ' | ' | ||
Cash and cash equivalents | $12,045 | $8,627 | $6,406 | $8,416 | ||
Accounts receivable, net | 159,315 | 144,676 | ' | ' | ||
Other receivables | 29 | 21 | ' | ' | ||
Prepaid expenses | 6,012 | 5,336 | ' | ' | ||
Deferred tax assets | 3 | 16 | ' | ' | ||
Other current assets | 1,211 | 1,213 | ' | ' | ||
Total current assets | 178,615 | 159,889 | ' | ' | ||
Property, equipment and leasehold improvements, net | 10,737 | 10,333 | ' | ' | ||
Goodwill | 368,825 | 370,143 | ' | 300,260 | ||
Intangible assets, net | 104,506 | 152,896 | ' | ' | ||
Long-term accounts receivable, less current portion | 35,809 | 31,708 | ' | ' | ||
Deferred tax assets, noncurrent | 16,443 | 4,173 | ' | ' | ||
Deferred financing costs, net | 8,744 | 10,258 | ' | ' | ||
Other assets | 1,475 | 1,101 | ' | ' | ||
Total assets | 725,154 | 740,501 | ' | ' | ||
Current liabilities: | ' | ' | ' | ' | ||
Accounts payable | 50,988 | 46,940 | ' | ' | ||
Accrued expenses | 37,772 | 35,995 | ' | ' | ||
Accrued interest expense | 4,836 | 10,918 | ' | ' | ||
Deferred revenue | 5,848 | 3,951 | ' | ' | ||
Current portion of subordinated unsecured notes payable | 314 | 275 | ' | ' | ||
Current portion of contingent earnout obligation | ' | 91 | ' | ' | ||
Current portion of working capital facilities | ' | 5,983 | ' | ' | ||
Other current liabilities | 6,081 | 5,973 | ' | ' | ||
Total current liabilities | 105,839 | 110,126 | ' | ' | ||
Senior unsecured notes payable | 250,000 | 250,000 | ' | ' | ||
Senior secured revolving credit facility and working capital facilities | 101,226 | 128,402 | ' | ' | ||
Long-term subordinated unsecured notes payable, less current portion | ' | 300 | ' | ' | ||
Other long-term liabilities | 7,735 | 7,525 | ' | ' | ||
Total liabilities | 464,800 | 496,353 | ' | ' | ||
Commitments and contingencies | ' | ' | ' | ' | ||
Stockholders’ equity (deficit) (1) | 260,354 | [1] | 244,148 | [1] | ' | ' |
Total liabilities and stockholders' equity (deficit) | 725,154 | 740,501 | ' | ' | ||
Consolidation, Eliminations [Member] | ' | ' | ' | ' | ||
Current assets: | ' | ' | ' | ' | ||
Deferred tax assets | -4 | -21 | ' | ' | ||
Total current assets | -4 | -21 | ' | ' | ||
Total assets | -4 | -21 | ' | ' | ||
Current liabilities: | ' | ' | ' | ' | ||
Deferred tax liability | -4 | -21 | ' | ' | ||
Total current liabilities | -4 | -21 | ' | ' | ||
Total liabilities | -4 | -21 | ' | ' | ||
Commitments and contingencies | ' | ' | ' | ' | ||
Stockholders’ equity (deficit) (1) | ' | [1] | ' | [1] | ' | ' |
Total liabilities and stockholders' equity (deficit) | -4 | -21 | ' | ' | ||
Guarantor Subsidiaries [Member] | ' | ' | ' | ' | ||
Current assets: | ' | ' | ' | ' | ||
Cash and cash equivalents | 1,193 | 4,125 | 3,207 | 6,044 | ||
Accounts receivable, net | 45,633 | 43,939 | ' | ' | ||
Other receivables | 29 | 17 | ' | ' | ||
Prepaid expenses | 2,583 | 2,723 | ' | ' | ||
Deferred tax assets | 7 | 37 | ' | ' | ||
Total current assets | 49,445 | 50,841 | ' | ' | ||
Property, equipment and leasehold improvements, net | 7,428 | 8,339 | ' | ' | ||
Goodwill | 248,999 | 258,890 | ' | ' | ||
Intangible assets, net | 41,874 | 62,420 | ' | ' | ||
Deferred tax assets, noncurrent | 11,187 | 61 | ' | ' | ||
Other assets | 490 | 495 | ' | ' | ||
Total assets | 359,423 | 381,046 | ' | ' | ||
Current liabilities: | ' | ' | ' | ' | ||
Accounts payable | 15,729 | 14,756 | ' | ' | ||
Accrued expenses | 2,587 | 8,067 | ' | ' | ||
Deferred revenue | 100 | 103 | ' | ' | ||
Current portion of subordinated unsecured notes payable | 314 | 275 | ' | ' | ||
Current portion of contingent earnout obligation | ' | 91 | ' | ' | ||
Other current liabilities | 2,001 | 2,226 | ' | ' | ||
Total current liabilities | 20,731 | 25,518 | ' | ' | ||
Long-term subordinated unsecured notes payable, less current portion | ' | 300 | ' | ' | ||
Other long-term liabilities | 1,335 | 1,493 | ' | ' | ||
Total liabilities | 22,066 | 27,311 | ' | ' | ||
Commitments and contingencies | ' | ' | ' | ' | ||
Stockholders’ equity (deficit) (1) | 337,357 | [1] | 353,735 | [1] | ' | ' |
Total liabilities and stockholders' equity (deficit) | 359,423 | 381,046 | ' | ' | ||
Non-Guarantor Subsidiaries [Member] | ' | ' | ' | ' | ||
Current assets: | ' | ' | ' | ' | ||
Cash and cash equivalents | 10,852 | 4,502 | 3,199 | 2,372 | ||
Accounts receivable, net | 113,682 | 100,737 | ' | ' | ||
Other receivables | ' | 4 | ' | ' | ||
Prepaid expenses | 3,429 | 2,613 | ' | ' | ||
Other current assets | 1,211 | 1,213 | ' | ' | ||
Total current assets | 129,174 | 109,069 | ' | ' | ||
Property, equipment and leasehold improvements, net | 3,309 | 1,994 | ' | ' | ||
Goodwill | 119,826 | 111,253 | ' | ' | ||
Intangible assets, net | 62,632 | 90,476 | ' | ' | ||
Long-term accounts receivable, less current portion | 35,809 | 31,708 | ' | ' | ||
Deferred tax assets, noncurrent | 5,256 | 4,112 | ' | ' | ||
Deferred financing costs, net | 106 | ' | ' | ' | ||
Other assets | 985 | 606 | ' | ' | ||
Total assets | 357,097 | 349,218 | ' | ' | ||
Current liabilities: | ' | ' | ' | ' | ||
Accounts payable | 35,259 | 32,184 | ' | ' | ||
Accrued expenses | 35,185 | 27,928 | ' | ' | ||
Deferred revenue | 5,748 | 3,848 | ' | ' | ||
Deferred tax liability | 4 | 21 | ' | ' | ||
Current portion of working capital facilities | ' | 5,983 | ' | ' | ||
Other current liabilities | 4,080 | 3,747 | ' | ' | ||
Total current liabilities | 80,276 | 73,711 | ' | ' | ||
Senior secured revolving credit facility and working capital facilities | 34,630 | 28,476 | ' | ' | ||
Other long-term liabilities | 6,400 | 6,032 | ' | ' | ||
Total liabilities | 121,306 | 108,219 | ' | ' | ||
Commitments and contingencies | ' | ' | ' | ' | ||
Stockholders’ equity (deficit) (1) | 235,791 | [1] | 240,999 | [1] | ' | ' |
Total liabilities and stockholders' equity (deficit) | 357,097 | 349,218 | ' | ' | ||
Parent Company [Member] | ' | ' | ' | ' | ||
Current assets: | ' | ' | ' | ' | ||
Deferred financing costs, net | 8,638 | 10,258 | ' | ' | ||
Total assets | 8,638 | 10,258 | ' | ' | ||
Current liabilities: | ' | ' | ' | ' | ||
Accrued interest expense | 4,836 | 10,918 | ' | ' | ||
Total current liabilities | 4,836 | 10,918 | ' | ' | ||
Senior unsecured notes payable | 250,000 | 250,000 | ' | ' | ||
Senior secured revolving credit facility and working capital facilities | 66,596 | 99,926 | ' | ' | ||
Total liabilities | 321,432 | 360,844 | ' | ' | ||
Commitments and contingencies | ' | ' | ' | ' | ||
Stockholders’ equity (deficit) (1) | -312,794 | [1] | -350,586 | [1] | ' | ' |
Total liabilities and stockholders' equity (deficit) | $8,638 | $10,258 | ' | ' | ||
[1] | Includes intercompany investments in subsidiaries. |
Note_14_Condensed_Consolidatin4
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Details) - Condensed Consolidating Statement of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Condensed Cash Flow Statements, Captions [Line Items] | ' | ' |
Net cash provided by operating activities | $22,718 | $15,087 |
Investing activities: | ' | ' |
Cash proceeds from (paid for) acquisitions, net | ' | -95,801 |
Purchases of equipment and leasehold improvements, net | -4,758 | -4,857 |
Working capital and other settlements for acquisitions | -569 | 547 |
Net cash provided by (used in) investing activities | -5,159 | -100,111 |
Proceeds from foreign currency net investment hedge | 500 | ' |
Other | -332 | ' |
Financing activities: | ' | ' |
Borrowings under senior secured revolving credit facility | 103,597 | 160,640 |
Proceeds from the exercise of options and warrants | 13,089 | 1,254 |
Excess tax benefit related to share-based compensation | 5,974 | ' |
Net repayments of working capital facilities | 215 | -5,517 |
Purchases of stock for treasury | ' | -387 |
Payment of deferred financing costs | -168 | -1,034 |
Repayment of subordinated unsecured notes payable | -270 | -975 |
Repayment under senior secured revolving credit facility | -136,301 | -71,000 |
Intercompany investments and other | ' | -95 |
Net cash used in financing activities | -13,864 | 82,886 |
Exchange rate impact on cash and cash equivalents | -277 | 128 |
Net increase (decrease) in cash and cash equivalents | 3,418 | -2,010 |
Cash and cash equivalents, beginning of period | 8,627 | 8,416 |
Cash and cash equivalents, end of period | 12,045 | 6,406 |
Guarantor Subsidiaries [Member] | ' | ' |
Condensed Cash Flow Statements, Captions [Line Items] | ' | ' |
Net cash provided by operating activities | 13,477 | 10,938 |
Investing activities: | ' | ' |
Cash proceeds from (paid for) acquisitions, net | ' | -96,942 |
Purchases of equipment and leasehold improvements, net | -2,170 | -4,379 |
Working capital and other settlements for acquisitions | -444 | -857 |
Net cash provided by (used in) investing activities | -2,446 | -102,178 |
Proceeds from foreign currency net investment hedge | 500 | ' |
Other | -332 | ' |
Financing activities: | ' | ' |
Repayment of subordinated unsecured notes payable | -270 | -975 |
Intercompany investments and other | -13,693 | 89,378 |
Net cash used in financing activities | -13,963 | 88,403 |
Net increase (decrease) in cash and cash equivalents | -2,932 | -2,837 |
Cash and cash equivalents, beginning of period | 4,125 | 6,044 |
Cash and cash equivalents, end of period | 1,193 | 3,207 |
Non-Guarantor Subsidiaries [Member] | ' | ' |
Condensed Cash Flow Statements, Captions [Line Items] | ' | ' |
Net cash provided by operating activities | 9,241 | 4,149 |
Investing activities: | ' | ' |
Cash proceeds from (paid for) acquisitions, net | ' | 1,141 |
Purchases of equipment and leasehold improvements, net | -2,588 | -478 |
Working capital and other settlements for acquisitions | -125 | 1,404 |
Net cash provided by (used in) investing activities | -2,713 | 2,067 |
Financing activities: | ' | ' |
Net repayments of working capital facilities | 215 | -5,517 |
Payment of deferred financing costs | -116 | ' |
Net cash used in financing activities | 99 | -5,517 |
Exchange rate impact on cash and cash equivalents | -277 | 128 |
Net increase (decrease) in cash and cash equivalents | 6,350 | 827 |
Cash and cash equivalents, beginning of period | 4,502 | 2,372 |
Cash and cash equivalents, end of period | 10,852 | 3,199 |
Parent Company [Member] | ' | ' |
Financing activities: | ' | ' |
Borrowings under senior secured revolving credit facility | 103,597 | 160,640 |
Proceeds from the exercise of options and warrants | 13,089 | 1,254 |
Excess tax benefit related to share-based compensation | 5,974 | ' |
Purchases of stock for treasury | ' | -387 |
Payment of deferred financing costs | -52 | -1,034 |
Repayment under senior secured revolving credit facility | -136,301 | -71,000 |
Intercompany investments and other | $13,693 | ($89,473) |