Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 1-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ExamWorks Group, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 41,339,000 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1498021 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Large Accelerated Filer | |
Entity Well-known Seasoned Issuer | Yes | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Current assets: | ||||
Cash and cash equivalents | $20,282 | $9,751 | ||
Accounts receivable, net | 205,759 | 203,189 | ||
Prepaid expenses | 12,588 | 13,805 | ||
Deferred tax assets | 4,039 | 3,776 | ||
Other current assets | 2,071 | 1,437 | ||
Total current assets | 244,739 | 231,958 | ||
Property, equipment and leasehold improvements, net | 16,055 | 15,726 | ||
Goodwill | 490,007 | [1] | 495,679 | [1] |
Intangible assets, net | 91,628 | 102,583 | ||
Long-term accounts receivable, less current portion | 47,743 | 46,401 | ||
Deferred tax assets, noncurrent | 45,737 | 29,682 | ||
Deferred financing costs, net | 5,704 | 6,169 | ||
Other assets | 2,149 | 1,946 | ||
Total assets | 943,762 | [2] | 930,144 | |
Current liabilities: | ||||
Accounts payable | 57,437 | 57,033 | ||
Accrued expenses | 52,445 | 53,978 | ||
Accrued interest expense | 5,027 | 10,667 | ||
Deferred revenue | 5,426 | 6,402 | ||
Current portion of contingent earnout obligation | 4,393 | 4,473 | ||
Current portion of working capital facilities | 40,396 | |||
Other current liabilities | 7,235 | 6,950 | ||
Total current liabilities | 131,963 | 179,899 | ||
Senior unsecured notes payable | 250,000 | 250,000 | ||
Senior secured revolving credit facility and working capital facilities, less current portion | 178,447 | 143,853 | ||
Long-term contingent earnout obligation, less current portion | 2,114 | |||
Deferred tax liability, noncurrent | 10,580 | |||
Other long-term liabilities | 11,619 | 9,403 | ||
Total liabilities | 582,609 | 585,269 | ||
Commitments and contingencies | ||||
Stockholders’ equity: | ||||
Preferred stock, $0.0001 par value; Authorized 50,000 shares; no shares issued and outstanding at December 31, 2014 and March 31, 2015 | 0 | 0 | ||
Common stock, $0.0001 par value; Authorized 250,000 shares; issued and outstanding 40,371 and 41,280 shares at December 31, 2014 and March 31, 2015, respectively | 4 | 4 | ||
Additional paid-in capital | 424,076 | 403,945 | ||
Accumulated other comprehensive loss | -20,253 | -14,376 | ||
Accumulated deficit | -34,186 | -36,210 | ||
Treasury stock, at cost; Outstanding 905 shares at December 31, 2014 and March 31, 2015 | -8,488 | -8,488 | ||
Total stockholders’ equity | 361,153 | 344,875 | ||
Total liabilities and stockholders' equity | $943,762 | $930,144 | ||
[1] | Goodwill recorded in connection with certain tax benefits to be realized in the Company's U.S. income tax returns has been reflected in the United States segment. | |||
[2] | Total assets and long-lived assets include goodwill. Goodwill recorded in connection with certain tax benefits to be realized in the Company's U.S. income tax returns has been reflected in the United States segment. |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 41,280,000 | 40,371,000 |
Common stock, shares outstanding | 41,280,000 | 40,371,000 |
Treasury stock, shares outstanding | 905,000 | 905,000 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues | $196,316 | $173,028 |
Costs and expenses: | ||
Costs of revenues | 128,176 | 111,035 |
Selling, general and administrative expenses | 42,152 | 40,528 |
Depreciation and amortization | 14,848 | 14,342 |
Total costs and expenses | 185,176 | 165,905 |
Income from operations | 11,140 | 7,123 |
Interest and other expenses, net: | ||
Interest expense, net | 8,004 | 7,577 |
Total interest and other expenses, net | 8,004 | 7,577 |
Income (loss) before income taxes | 3,136 | -454 |
Provision (benefit) for income taxes | 1,112 | -165 |
Net income (loss) | 2,024 | -289 |
Comprehensive Loss: | ||
Net income (loss) | 2,024 | -289 |
Foreign currency translation adjustments, net of tax | -5,877 | -825 |
Total comprehensive loss | ($3,853) | ($1,114) |
Net income (loss) per share: | ||
Basic (in Dollars per share) | $0.05 | ($0.01) |
Diluted (in Dollars per share) | $0.05 | ($0.01) |
Weighted average number of common shares outstanding: | ||
Basic (in Shares) | 40,418 | 37,089 |
Diluted (in Shares) | 42,680 | 37,089 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities: | ||
Net income (loss) | $2,024 | ($289) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 14,848 | 14,342 |
Amortization of deferred rent | 138 | -44 |
Share-based compensation | 6,136 | 5,353 |
Excess tax benefit related to share-based compensation | -2,086 | -6,190 |
Provision for doubtful accounts | 1,918 | 1,359 |
Amortization of deferred financing costs | 587 | 571 |
Deferred income taxes | -1,759 | -2,228 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | -14,763 | -12,501 |
Prepaid expenses and other current assets | 1,010 | -1,715 |
Accounts payable and accrued expenses | 4,668 | 9,612 |
Accrued interest expense | -5,640 | -5,457 |
Deferred revenue and customer deposits | -133 | 442 |
Other liabilities | -784 | -50 |
Net cash provided by operating activities | 6,164 | 3,205 |
Investing activities: | ||
Cash paid for acquisitions, net | -2,299 | -97,153 |
Purchases of building, equipment and leasehold improvements, net | -2,229 | -712 |
Working capital and other settlements for acquisitions | -91 | -1,142 |
Proceeds from (cash paid for) foreign currency net investment hedges | 4,812 | -3,356 |
Other | -1,250 | -839 |
Net cash used in investing activities | -1,057 | -103,202 |
Financing activities: | ||
Borrowings under senior secured revolving credit facility | 25,478 | 121,012 |
Proceeds from the exercise of options and warrants | 8,855 | 14,637 |
Excess tax benefit related to share-based compensation | 2,086 | 6,190 |
Net borrowings (repayments) under working capital facilities | -132 | 4,123 |
Payment of deferred financing costs | -225 | |
Repayment of subordinated unsecured notes payable | -333 | |
Repayment of contingent earnout obligation | -1,023 | |
Repayments under senior secured revolving credit facility | -29,331 | -50,000 |
Net cash provided by financing activities | 5,933 | 95,404 |
Exchange rate impact on cash and cash equivalents | -509 | 268 |
Net increase (decrease) in cash and cash equivalents | 10,531 | -4,325 |
Cash and cash equivalents, beginning of period | 9,751 | 12,829 |
Cash and cash equivalents, end of period | 20,282 | 8,504 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 12,979 | 12,488 |
Cash paid for (refund from) income taxes | $2,703 | ($1,042) |
Note_1_Nature_of_Operations_an
Note 1 - Nature of Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
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, Medicare compliance services, case management services and other related services (“IME services” or the “IME industry”). ExamWorks, Inc. was incorporated as a Delaware corporation on April 27, 2007. Since 2008 through the date of this filing, ExamWorks completed 51 acquisitions. As of March 31, 2015, ExamWorks, Inc. operated out of 65 service centers serving all 50 U.S. states, Canada, the United Kingdom and Australia. | |
The consolidated financial statements of the Company as of March 31, 2015 and for the periods ended March 31, 2014 and 2015 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, 2014 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, 2014, (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 months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. | |
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 | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
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 consolidated 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 awards, 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, and the valuation of deferred tax assets, 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 (See Note 2 (p) to 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, 2014 and March 31, 2015. | |||||||||||||||||
(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 $9.9 million and $10.3 million as of December 31, 2014 and March 31, 2015, 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, primarily in the U.K., that have aged longer than one year as of December 31, 2014 and March 31, 2015, 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 months ended March 31, 2014 and 2015, no individual customer accounted for more than 10% of revenues. At December 31, 2014 and March 31, 2015 there was one individual customer that accounted for approximately 14% and 16%, respectively, of the accounts receivable balance. | |||||||||||||||||
As of March 31, 2015, the Company had cash and cash equivalents totaling approximately $20.3 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $9.2 million were held in the U.S. The U.S. amounts were 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 (using market participant assumptions), quoted market values and third-party independent appraisals, as considered necessary. At December 31, 2014 and March 31, 2015, 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 units are compared with their carrying values (including goodwill). If the fair value of a 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 (using market participant assumptions). 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 2014 and it was determined that the carrying amount of goodwill was not impaired as the fair value of the reporting units substantially exceeded their carrying values and there have been no subsequent developments that would indicate impairment exists as of March 31, 2015. The goodwill impairment review will continue to be performed annually and 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 of $8.3 million, of which $225,000 were incurred in the three months ended March 31, 2014. The Company did not make payments related to these financing costs in the three months ended March 31, 2015. In July 2011, the Company closed a private offering of $250 million in aggregate principal amount of 9.0% senior notes due 2019 (the “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. The Company has incurred deferred financing costs of $7.1 million associated therewith, none of which were incurred in the three months ended March 31, 2014 and 2015. | |||||||||||||||||
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. | |||||||||||||||||
The Company amortized $571,000 and $587,000 for the three months ended March 31, 2014 and 2015, respectively, to interest expense. | |||||||||||||||||
(j) Revenue Recognition | |||||||||||||||||
Revenue related to IMEs, peer reviews, bill reviews, administrative support services and Medicare compliance 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, medical record retrieval services and case management 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 performance, as collectability is not reasonably assured and the cash payments 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, 2014 and March 31, 2015, the Company had $4.4 million and $3.8 million, respectively, in U.K. net deferred revenues associated with such agreements. | |||||||||||||||||
Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any subsequent 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. | |||||||||||||||||
The Company records interest and penalties related to unrecognized tax benefits in income tax expense. | |||||||||||||||||
(m) Income (Loss) Per Common Share | |||||||||||||||||
Basic income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during each period. Diluted income (loss) per common share is calculated by dividing net income (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 months ended March 31, 2014, the potentially dilutive securities include options, warrants, shares of restricted stock with a service restriction not yet satisfied and RSUs exercisable into 7.8 million shares of common stock. For the three months ended March 31, 2014, 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. | |||||||||||||||||
The following table sets forth basic and diluted net income per share computational data for the three months ended March 31, 2015 (amounts in thousands): | |||||||||||||||||
Three Months Ended | |||||||||||||||||
31-Mar-15 | |||||||||||||||||
Net income | $ | 2,024 | |||||||||||||||
Weighted average basic shares outstanding: | |||||||||||||||||
Common stock | 40,418 | ||||||||||||||||
Weighted average diluted shares outstanding: | |||||||||||||||||
Common stock | 40,418 | ||||||||||||||||
Dilutive securities | 2,262 | ||||||||||||||||
Total | 42,680 | ||||||||||||||||
(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, restricted stock, RSUs and other equity awards. 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 the Company’s 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 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 upon the weighted average of the Company’s implied volatility, the Company’s mean reversion volatility and the median of the Company’s peer group’s most recent historical volatilities for 2015 stock option grants. Expected life assumptions are based upon the “simplified” method for those options issued in 2015, which were determined to be issued approximately 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 three months ended March 31, 2015 were as follows: | |||||||||||||||||
2015 | |||||||||||||||||
Volatility | 48.59 | % | |||||||||||||||
Expected life (years) | 6 | ||||||||||||||||
Risk-free interest rate | 2.01 | % | |||||||||||||||
Dividend yield | — | ||||||||||||||||
Fair value | $ | 19.37 | |||||||||||||||
In the three months ended March 31, 2015, the Company issued approximately 30,000 stock option awards to employees. The weighted average fair value of each stock option was $19.37 per option and the aggregate fair value was $581,000. All of these awards vest over a three-year period. Additionally, a majority of 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 $2.8 million and $1.9 million for the three months ended March 31, 2014 and 2015, respectively, of which $694,000 and $469,000, respectively, was included in costs of revenues, and $2.1 million and $1.4 million, respectively, was recorded in selling, general and administrative (“SGA”) expenses. | |||||||||||||||||
At March 31, 2015, the unrecognized compensation expense related to stock option awards was $8.1 million, with a remaining weighted average life of 1.7 years. | |||||||||||||||||
A summary of option activity for the three months ended March 31, 2015 is as follows: | |||||||||||||||||
Number | Weighted | Weighted | Aggregate | ||||||||||||||
of options | average | average | intrinsic | ||||||||||||||
exercise | remaining | value | |||||||||||||||
price | contractual | (in | |||||||||||||||
life (years) | thousands) | ||||||||||||||||
Outstanding at December 31, 2014 | 4,965,947 | $ | 12.96 | ||||||||||||||
Options granted | 30,000 | 40.22 | |||||||||||||||
Options forfeited | (15,000 | ) | 25.44 | ||||||||||||||
Options exercised | (630,820 | ) | 14.04 | ||||||||||||||
Outstanding at March 31, 2015 | 4,350,127 | $ | 12.95 | ||||||||||||||
Exercisable at March 31, 2015 | 3,745,257 | $ | 10.26 | 5.9 | $ | 117,454 | |||||||||||
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 was approximately $16.9 million during the three months ended March 31, 2015. | |||||||||||||||||
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 to four-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 a majority of 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 $2.0 million and $4.1 million for the three months ended March 31, 2014 and 2015, respectively, all of which is included in SGA expenses. | |||||||||||||||||
The following is a summary of restricted share and RSU activity for the three months ended March 31, 2015: | |||||||||||||||||
Number | Weighted | ||||||||||||||||
of awards | average | ||||||||||||||||
grant date | |||||||||||||||||
fair value | |||||||||||||||||
Non-vested awards at December 31, 2014 | 880,433 | $ | 25.46 | ||||||||||||||
Awards granted | 612,637 | 40.54 | |||||||||||||||
Awards vested | (176,848 | ) | 18 | ||||||||||||||
Awards forfeited | (7,880 | ) | 30.46 | ||||||||||||||
Non-vested awards at March 31, 2015 | 1,308,342 | $ | 33.5 | ||||||||||||||
The total fair value of vested RSUs and shares of restricted stock during the three months ended March 31, 2014 and 2015 was $2.0 million and $3.2 million, respectively. At March 31, 2015, total unrecognized compensation costs related to non-vested restricted shares and RSUs was $32.9 million which is expected to be recognized over a weighted average period of 2.0 years. | |||||||||||||||||
During the three months ended March 31, 2014 and 2015, the Company recorded share-based compensation expense of $539,000 and $130,000, respectively, related to annual incentive compensation plans established by the Compensation Committee of the Board of Directors, all of which was recorded in SGA expenses. The 2014 obligation was settled in March 2015 via the issuance of approximately 122,000 shares of restricted stock, and the 2015 plan year obligation is recorded as accrued expenses in the accompanying Consolidated Balance Sheets. The 2015 incentive compensation plan contains a performance metric based on the Company’s 2015 financial performance and a subsequent time-based service requirement. If the performance metric is met, the associated liability will be settled in the first quarter of 2016 with the granting of an indeterminate number of restricted shares which will vest equally on June 1, 2016 and 2017. | |||||||||||||||||
(o) Fair Value Measurements | |||||||||||||||||
The Company’s financial assets and (liabilities), which are measured at fair value on a recurring basis, are categorized using the fair value hierarchy at December 31, 2014 and March 31, 2015, and are as follows (in thousands): | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
As of December 31, 2014 | |||||||||||||||||
Financial instruments: | |||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | (6,587 | ) | $ | (6,587 | ) | |||||||
Foreign currency derivative asset | — | 272 | — | 272 | |||||||||||||
As of March 31, 2015 | |||||||||||||||||
Financial instruments: | |||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | (4,393 | ) | $ | (4,393 | ) | |||||||
Foreign currency derivative liability | — | (159 | ) | — | (159 | ) | |||||||||||
Foreign currency derivative asset | — | 958 | — | 958 | |||||||||||||
The contingent consideration relates to earnout provisions recorded in conjunction with certain acquisitions completed in 2013 and 2014 (see Note 3). Of the total decrease in fair value of the contingent consideration of $2.2 million in 2015, $1.0 million was settled as cash consideration to satisfy an installment related to a 2014 acquisition and the Company recorded $941,000 in adjustments to the fair value of the obligation related to milestones which were not achieved, or expected to be achieved, recorded to SGA expenses, offset by $66,000 recorded in interest and other expenses, net in the Consolidated Statements of Comprehensive Loss due to changes in the fair value of the contingent consideration and the remaining change is due to currency fluctuations. | |||||||||||||||||
The fair value of the foreign currency derivative was determined using observable market inputs such as foreign currency exchange rates and considers nonperformance risk of the Company and that of its counterparties. | |||||||||||||||||
(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 income (loss). The Company’s accumulated 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. Accumulated other comprehensive income (loss) consists of the following (in thousands): | |||||||||||||||||
Foreign | Net investment | Net investment | Total | ||||||||||||||
Currency | hedge - foreign | hedge - Australian | |||||||||||||||
Translation | exchange contract | denominated debt | |||||||||||||||
Balance at December 31, 2014 | $ | (18,026 | ) | $ | 3,445 | $ | 205 | $ | (14,376 | ) | |||||||
Change during 2015: | |||||||||||||||||
Before-tax amount | (13,310 | ) | 5,339 | — | (7,971 | ) | |||||||||||
Tax (expense) benefit | 4,207 | (2,113 | ) | — | 2,094 | ||||||||||||
Total activity in 2015 | (9,103 | ) | 3,226 | — | (5,877 | ) | |||||||||||
Balance at March 31, 2015 | $ | (27,129 | ) | $ | 6,671 | $ | 205 | $ | (20,253 | ) | |||||||
(q) Recent Accounting Pronouncements | |||||||||||||||||
Recently Adopted Accounting Pronouncements | |||||||||||||||||
In April 2014, the FASB issued ASU No. 2014-08, (Topic 205 and 360), “Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity” (“ASU 2014-08”) which amends the definition for what types of asset disposals are to be considered discontinued operations, and amends the required disclosures for discontinued operations and assets held for sale. ASU 2014-08 also enhances the convergence of the FASB’s and the International Accounting Standard Board’s reporting requirements for discontinued operations. The amendments in this update are effective for fiscal periods beginning on or after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015. The Company adopted the provisions of this standard effective January 1, 2015 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 May 2014, the FASB issued ASU No. 2014-09, (Topic 606): Revenue from Contracts with Customers (“ASU 2014-09”) which supersedes the revenue recognition requirements in “Topic 605, Revenue Recognition” and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective retrospectively for annual or interim reporting periods beginning after December 15, 2016, with early application not permitted. The Company is currently evaluating the impact of this standard on its financial position, results of operations and cash flows. | |||||||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertanties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-05”) which defines management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Currently, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. This going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. ASU 2014-05 provides guidance regarding management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern and the related footnote disclosures. The amendments are effective for the year ending December 31, 2016, and for interim periods beginning the first quarter of 2017, with early application permitted. The Company plans to adopt the provisions for the year ending December 31, 2016 and will provide such disclosures as required if there are conditions and events that raise substantial doubt about its ability to continue as a going concern. The Company currently does not expect the adoption to have a material impact on its consolidated financial statements. | |||||||||||||||||
In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”) which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in ASU 2015-03. The amendments in this update are effective for fiscal periods beginning on or after December 15, 2015, and interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its financial position, results of operations and cash flows. | |||||||||||||||||
There were various other accounting standards and interpretations issued during 2014 and 2015 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 | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Disclosure Text Block Supplement [Abstract] | |||||||||||||
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | (3) Acquisitions | ||||||||||||
ExamWorks operates in a highly fragmented industry and as of March 31, 2015 has completed 50 acquisitions since July 14, 2008. A key component of ExamWorks’ acquisition strategy is growth through acquisitions that expand its geographic coverage, that provide new or complementary lines of business, expand its portfolio of services and that 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, technology and the excess of purchase price over the estimated fair value of the tangible assets acquired and liabilities assumed 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) 2014 Acquisitions | |||||||||||||
In 2014, the Company completed the following individually insignificant acquisitions, as defined in SEC Regulation S-X Rule 3-05, with an aggregate purchase price of $194.8 million, comprised of $189.0 million cash consideration less cash acquired of $1.1 million, and $6.9 million of contingent consideration. In conjunction with these 2014 acquisitions, the Company incurred transaction costs of $1.6 million, of which $753,000 was incurred in the three months ended March 31, 2014. The Company did not incur any costs associated with the indicated acquisitions in the first quarter of 2015. These amounts are reported in SGA expenses in the Company’s accompanying Consolidated Statements of Comprehensive Loss. These acquisitions enhanced and expanded the presence of the service offerings of the Company. | |||||||||||||
Company name | Form of acquisition | Date of acquisition | |||||||||||
Newton Medical Group (United States) | Substantially all of the assets and assumed certain liabilities | 13-Jan-14 | |||||||||||
Cheselden (United Kingdom) | 100% of the outstanding share capital | 16-Jan-14 | |||||||||||
G&L Intermediate Holdings (“Gould & Lamb”) (United States) | 100% of the outstanding common stock | 3-Feb-14 | |||||||||||
Assess Medical Group Pty Ltd (Australia) | 100% of the outstanding common stock | 14-Feb-14 | |||||||||||
Solomon Associates (United States) | Substantially all of the assets and assumed certain liabilities | 30-May-14 | |||||||||||
Ability Services Network (United States) | 100% of the outstanding common stock | 6-Jun-14 | |||||||||||
Expert Medical Opinions (United States) | Substantially all of the assets and assumed certain liabilities | 22-Aug-14 | |||||||||||
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-14 | March 31, | ||||||||||||
2015 | |||||||||||||
Equipment and leasehold improvements | 886 | — | 886 | ||||||||||
Customer relationships | 50,216 | — | 50,216 | ||||||||||
Tradenames | 10,342 | — | 10,342 | ||||||||||
Covenants not to compete | 590 | — | 590 | ||||||||||
Technology | 1,870 | — | 1,870 | ||||||||||
Goodwill | 136,034 | 468 | 136,502 | ||||||||||
Net deferred tax liability associated with step-up in book basis | (9,041 | ) | — | (9,041 | ) | ||||||||
Assets acquired and liabilities assumed, net | 3,785 | (377 | ) | 3,408 | |||||||||
Totals | 194,682 | 91 | 194,773 | ||||||||||
In 2015, the Company recorded adjustments to working capital resulting in an increase in total consideration paid of $91,000. Goodwill of $116.5 million and other intangible assets of $36.7 million are expected to be deductible for U.S. federal income tax purposes, a portion of which are subject to the provisions of IRC Section 901(m) which contain certain foreign tax credit limitations. 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 measurements of fair value set forth above are subject to change. 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) 2015Acquisition | |||||||||||||
In 2015, the Company completed the following individually insignificant acquisition, as defined in SEC Regulation S-X Rule 3-05, with a purchase price of $2.3 million, comprised of $2.7 million cash consideration less cash acquired of $405,000. In conjunction with the 2015 acquisition, the Company incurred transaction costs of $52,000, none of which were incurred in the three months ended March 31, 2015. The Company did not incur any costs associated with the indicated acquisition in the first quarter of 2014. These amounts are reported in SGA expenses in the Company’s accompanying Consolidated Statements of Comprehensive Loss. This acquisition enhanced and expanded the presence of the service offerings of the Company. | |||||||||||||
Company name | Form of acquisition | Date of acquisition | |||||||||||
ReliableRS (United States) | Substantially all of the assets and assumed certain liabilities | 2-Jan-15 | |||||||||||
The preliminary allocation of consideration for this acquisition is summarized as follows (in thousands): | |||||||||||||
Preliminary | |||||||||||||
purchase price | |||||||||||||
allocation | |||||||||||||
31-Mar-15 | |||||||||||||
Equipment and leasehold improvements | $ | 22 | |||||||||||
Customer relationships | 1,080 | ||||||||||||
Tradename | 270 | ||||||||||||
Goodwill | 807 | ||||||||||||
Assets acquired and liabilities assumed, net | 120 | ||||||||||||
Total | $ | 2,299 | |||||||||||
Goodwill of $807,000 and other intangible assets of $1.4 million are expected to be deductible for U.S. federal income tax purposes. 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 measurements of fair value set forth above are subject to change. 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. The 2015 acquisition contributed $616,000 in revenues and $19,000 in operating loss for the three months ended March 31, 2015. | |||||||||||||
(c) Pro forma Financial Information | |||||||||||||
The following unaudited pro forma results of operations for the three months ended March 31, 2014 and 2015 assumes that the 2014 acquisitions were completed on January 1, 2013 and the 2015 acquisition was completed on January 1, 2014. ReliableRS was acquired on January 2, 2015, thus there are no differences between the reported and pro forma results of operations for the three months ended March 31, 2015. | |||||||||||||
For the three months ended March 31, 2014, the pro forma results include adjustments to reflect reduced interest and other expenses of $393,000, associated with the elimination of the pre-acquisition debt related to certain acquisitions. In addition, incremental depreciation and amortization expense was recorded as if the acquisitions had occurred on the dates referenced above and amounted to $2.4 million for the three months ended March 31, 2014. Finally, adjustments of $4.1 million were made to reduce SGA expenses for the three months ended March 31, 2014, 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. | |||||||||||||
Three months ended March 31, | |||||||||||||
2014 | 2015 | ||||||||||||
(In thousands, except per share data) | |||||||||||||
Pro forma revenues | $ | 187,788 | $ | 196,316 | |||||||||
Pro forma net income (loss) | (326 | ) | 2,024 | ||||||||||
Pro forma income (loss) per share: Basic | $ | (0.01 | ) | $ | 0.05 | ||||||||
Pro forma income (loss) per share: Diluted | $ | (0.01 | ) | $ | 0.05 | ||||||||
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 of the respective years or of future operations of the Company. |
Note_4_Property_Equipment_and_
Note 4 - Property, Equipment and Leasehold Improvements | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
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, 2014 and March 31, 2015, consist of the following (in thousands): | |||||||||||||
Estimated | December 31, | March 31, | |||||||||||
useful lives | |||||||||||||
(years) | 2014 | 2015 | |||||||||||
Building | 15 | $ | 2,553 | $ | 2,633 | ||||||||
Computer and office equipment | 3 | 19,160 | 17,126 | ||||||||||
Furniture and fixtures | 3 to 5 | 4,274 | 4,425 | ||||||||||
Leasehold improvements | Lease term | 4,836 | 4,776 | ||||||||||
30,824 | 28,960 | ||||||||||||
Less accumulated depreciation and amortization | 15,098 | 12,905 | |||||||||||
Totals | $ | 15,726 | $ | 16,055 | |||||||||
Depreciation expense was $1.4 million and $1.7 million for the three months ended March 31, 2014 and 2015, respectively. |
Note_5_Goodwill_and_Intangible
Note 5 - Goodwill and Intangible Assets | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | (5) Goodwill and Intangible Assets | ||||||||||||||||||||
Goodwill by segment at December 31, 2014 and March 31, 2015 consists of the following (in thousands) (1): | |||||||||||||||||||||
United | United | ||||||||||||||||||||
States | Canada | Kingdom | Australia | Total | |||||||||||||||||
Balance at December 31, 2014 | $ | 401,560 | $ | 17,178 | $ | 38,354 | $ | 38,587 | $ | 495,679 | |||||||||||
Goodwill acquired during the year | 807 | — | — | — | 807 | ||||||||||||||||
Adjustments to prior year acquisitions | 468 | — | — | — | 468 | ||||||||||||||||
Effect of foreign currency translation | — | (2,021 | ) | (1,868 | ) | (3,058 | ) | (6,947 | ) | ||||||||||||
Balance at March 31, 2015 | $ | 402,835 | $ | 15,157 | $ | 36,486 | $ | 35,529 | $ | 490,007 | |||||||||||
-1 | Goodwill recorded in connection with certain tax benefits to be realized in the Company’s U.S. income tax returns has been reflected in the United States segment. | ||||||||||||||||||||
Intangible assets at December 31, 2014 and March 31, 2015, consist of the following (in thousands): | |||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||
Estimated | Gross | Accumulated | Net | ||||||||||||||||||
useful lives | carrying | amortization | carrying | ||||||||||||||||||
(months) | amount | value | |||||||||||||||||||
Amortizable intangible assets: | |||||||||||||||||||||
Customer relationships | 40 to 60 | $ | 244,211 | $ | (167,943 | ) | $ | 76,268 | |||||||||||||
Tradenames | 45 to 84 | 68,264 | (45,901 | ) | 22,363 | ||||||||||||||||
Covenants not to compete | 36 | 6,761 | (4,116 | ) | 2,645 | ||||||||||||||||
Technology | 24 to 40 | 9,188 | (7,881 | ) | 1,307 | ||||||||||||||||
Totals | $ | 328,424 | $ | (225,841 | ) | $ | 102,583 | ||||||||||||||
31-Mar-15 | |||||||||||||||||||||
Estimated | Gross | Accumulated | Net | ||||||||||||||||||
useful lives | carrying | amortization | carrying | ||||||||||||||||||
(months) | amount | value | |||||||||||||||||||
Amortizable intangible assets: | |||||||||||||||||||||
Customer relationships | 40 to 60 | $ | 239,707 | $ | (174,154 | ) | $ | 65,553 | |||||||||||||
Tradenames | 45 to 84 | 67,176 | (47,146 | ) | 20,030 | ||||||||||||||||
Covenants not to compete | 36 | 9,487 | (4,578 | ) | 4,909 | ||||||||||||||||
Technology | 24 to 40 | 9,048 | (7,912 | ) | 1,136 | ||||||||||||||||
Totals | $ | 325,418 | $ | (233,790 | ) | $ | 91,628 | ||||||||||||||
The aggregate intangible amortization expense was $12.9 million and $13.1 million for the three months ended March 31, 2014 and 2015, respectively. The estimated future amortization expense of intangible assets is as follows (in thousands): | |||||||||||||||||||||
Amount | |||||||||||||||||||||
Nine months ended December 31, 2015 | $ | 33,846 | |||||||||||||||||||
Year ended December 31: | |||||||||||||||||||||
2016 | 33,633 | ||||||||||||||||||||
2017 | 21,172 | ||||||||||||||||||||
2018 | 2,094 | ||||||||||||||||||||
2019 | 883 | ||||||||||||||||||||
Total | $ | 91,628 | |||||||||||||||||||
Note_6_Accrued_Expenses
Note 6 - Accrued Expenses | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | (6) Accrued Expenses | ||||||||
Accrued expenses at December 31, 2014 and March 31, 2015 consist of the following (in thousands): | |||||||||
31-Dec-14 | March 31, | ||||||||
2015 | |||||||||
Accrued compensation and benefits | $ | 15,041 | $ | 14,416 | |||||
Accrued selling and professional fees | 4,202 | 3,892 | |||||||
Accrued income, value added and other taxes | 26,576 | 26,954 | |||||||
Accrued medical panel fees | 4,391 | 3,890 | |||||||
Other accrued expenses | 3,768 | 3,293 | |||||||
Totals | $ | 53,978 | $ | 52,445 | |||||
Note_7_Stockholders_Equity
Note 7 - Stockholders' Equity | 3 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | (7) Stockholders’ Equity |
During the three months ended March 31, 2015, the Company issued approximately 622,000 shares of common stock to settle options exercised during the period. | |
During the three months ended March 31, 2015, the Company issued approximately 8,000 shares of common stock to settle warrants exercised during the period. | |
During the three months ended March 31, 2015, the Company issued approximately 91,000 shares of restricted stock with a fair value of $3.7 million to certain officers and employees for services to be provided during the next three years. The Company is recording the expenses related to these awards in SGA expenses over the requisite service period. | |
During the three months ended March 31, 2015, the Company issued approximately 67,000 shares of common stock to settle restricted stock units whose restrictions were lifted during the period. | |
During the three months ended March 31, 2015, the Company issued approximately 122,000 shares of restricted stock to certain officers and employees in settlement of its 2014 incentive compensation plan liability. The restriction on these shares will be lifted in 50% increments on June 1, 2015 and 2016. The Company is recording the remaining expenses related to these awards in SGA expenses over the remaining service period. | |
During the three months ended March 31, 2015, the Company did not repurchase any shares under the share repurchase program. As of March 31, 2015, 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 | 3 Months Ended |
Mar. 31, 2015 | |
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 $176,000 and $118,000 in fees, pertaining to acquisition-related work performed during the three months ended March 31, 2014 and 2015, 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, are minority owners and lenders of RedRidge. |
Note_9_Commitments_and_Conting
Note 9 - Commitments and Contingencies | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
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 2015 through 2023. | |||||
Future minimum lease payments under the operating leases for the nine months ended December 31, 2015 and in each of the years subsequent to December 31, 2015 are as follows (in thousands): | |||||
Amount | |||||
Nine months ended December 31, 2015 | $ | 9,835 | |||
Year ended December 31: | |||||
2016 | 11,335 | ||||
2017 | 9,747 | ||||
2018 | 7,977 | ||||
2019 | 5,423 | ||||
Thereafter | 5,043 | ||||
Total | $ | 49,360 | |||
Related rent expense was $3.5 million and $4.2 million for the three months ended March 31, 2014 and 2015, 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 months ended March 31, 2014 and 2015, the Company recorded $228,000 and $370,000, respectively, in compensation expense related to these plans. |
Note_10_Longterm_Debt
Note 10 - Long-term Debt | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||
Debt Disclosure [Text Block] | (10) Long-Term Debt | ||||||||||||||||||||||||
Long-term debt at December 31, 2014 and March 31, 2015 consists of the following (amounts in thousands) (1). | |||||||||||||||||||||||||
December 31, | March 31, | ||||||||||||||||||||||||
2014 | 2015 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Senior Unsecured Notes Payable (a) | $ | 250,000 | $ | 250,000 | |||||||||||||||||||||
Senior Secured Revolving Credit Facility, Bank of America, N.A. (b) | 143,853 | 140,000 | |||||||||||||||||||||||
Working capital facilities, Barclays (c) | 40,396 | 38,447 | |||||||||||||||||||||||
434,249 | 428,447 | ||||||||||||||||||||||||
Less current portion | 40,396 | — | |||||||||||||||||||||||
$ | 393,853 | $ | 428,447 | ||||||||||||||||||||||
(1) See Note 15, Subsequent Events, for a discussion of the issuance of the Company's 5.625% Senior Notes due 2023, the Amended and Restated Senior Secured Revolving Credit Facility and amendments to the Company's working capital facilities, all events that occurred subsequent to March 31, 2015. | |||||||||||||||||||||||||
(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 Senior Secured Revolving Credit Facility agreement dated November 2, 2010 (the “Senior Secured Revolving Credit Facility”) with Bank of America, N.A. The facility initially consisted of a $180.0 million revolving credit facility. The 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 Senior Secured Revolving 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 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. | |||||||||||||||||||||||||
On February 3, 2014, the Company entered into a sixth amendment to its Senior Secured Revolving Credit Facility (the “Sixth Amendment”). The Sixth Amendment (i) allowed the Company to consummate the acquisition of Gould & Lamb, and (ii) allows the Company to acquire a target (a) with negative trailing twelve month adjusted EBITDA (as defined in the Senior Secured Revolving Credit Facility) if the purchase price of such acquisition is less than $5.0 million, (b) with trailing twelve month adjusted EBITDA (as defined in the Senior Secured Revolving Credit Facility) of less than or equal to $3,000,000 without delivering to the lenders a quality of earnings report regarding such target and (c) without delivering pro forma projections of the Company to the lenders if the purchase price of such acquisition is less than $75.0 million, in each case, without prior lender consent. | |||||||||||||||||||||||||
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 | Consolidated Senior | Commitment | Letter of | Eurocurrency | Base Rate | ||||||||||||||||||||
Tier | Secured Leverage Ratio | Fee/Unused | Credit Fee | Rate Loans | Loans | ||||||||||||||||||||
Line Fee | |||||||||||||||||||||||||
1 | ≥ | 2.5 | to 1.0 | 0.5 | % | 3.75 | % | 3.75 | % | 2.75 | % | ||||||||||||||
2 | ≥ | 2 | to 1.0 but < | 2.5 | to 1.0 | 0.45 | % | 3.5 | % | 3.5 | % | 2.5 | % | ||||||||||||
3 | ≥ | 1.5 | to 1.0 but < | 2 | to 1.0 | 0.4 | % | 3.25 | % | 3.25 | % | 2.25 | % | ||||||||||||
4 | ≥ | 1 | to 1.0 but < | 1.5 | to 1.0 | 0.35 | % | 3 | % | 3 | % | 2 | % | ||||||||||||
5 | < | 1 | to 1.0 | 0.3 | % | 2.75 | % | 2.75 | % | 1.75 | % | ||||||||||||||
In the event of default, the outstanding indebtedness under the facility will bear interest at an additional 2%. | |||||||||||||||||||||||||
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, 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 March 31, 2015, the Company had $140.0 million outstanding under the Senior Secured Revolving Credit Facility, bearing interest at a rate of LIBOR plus 3.00%, resulting in $122.5 million of undrawn commitments. | |||||||||||||||||||||||||
(c) On September 29, 2010, the Company’s indirect 100% owned subsidiary UK Independent Medical Services Limited (“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 served 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 March 31, 2015) 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 March 31, 2015, UKIM had $6.2 million outstanding under the working capital facility, resulting in approximately $1.2 million in availability. | |||||||||||||||||||||||||
On May 12, 2011, the Company’s indirect 100% owned subsidiary Premex Group Limited (“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 March 31, 2015) 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 March 31, 2015, Premex had $32.2 million outstanding under the working capital facility, resulting in approximately $7.1 million in availability. |
Note_11_Financial_Instruments
Note 11 - Financial Instruments | 3 Months Ended |
Mar. 31, 2015 | |
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 (loss) 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. | |
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 during the 2015 year and received $4.8 million in net proceeds. This amount was classified in accumulated other comprehensive loss in the Company’s Consolidated Balance Sheet (see Note 2), 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 December 31, 2014, the Company had a net asset of $272,000 recorded in other current assets with the offsetting net unrealized gain being recorded in accumulated other comprehensive loss in its Consolidated Balance Sheets associated with open forward foreign currency contracts which matured in January of 2015. As of March 31, 2015, the Company had a gross asset and liability of $958,000 and $159,000, respectively recorded in other current assets and other current liabilities, respectively, with the offsetting net unrealized gain and loss being recorded in accumulated other comprehensive loss in its Consolidated Balance Sheets associated with open forward foreign currency contracts which matured in May of 2015. | |
The Company does not enter into derivative transactions for speculative purposes. |
Note_12_Income_Taxes
Note 12 - Income Taxes | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Income Tax Disclosure [Abstract] | |||||
Income Tax Disclosure [Text Block] | (12) Income Taxes | ||||
In preparing its consolidated 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. 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 three months ended March 31, 2015, (in thousands) | |||||
Balance at January 1, 2015 | $ | 1,593 | |||
Increase to prior year tax positions | 11 | ||||
Increase to current year tax positions | — | ||||
Expiration of the statute of limitations for the assessment of taxes | — | ||||
Decrease related to settlements | — | ||||
Balance at March 31, 2015 | $ | 1,604 | |||
The Company is no longer subject to U.S. federal income and state tax return examinations by tax authorities for tax years before 2010 and 2009, respectively. 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 | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
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 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 (“CODM”) and for which discrete financial information is available. Based on the provisions of ASC 280, the Company has determined that it operates in four geographic segments: the United States, Canada, the United Kingdom and Australia. The CODM evaluates segment performance based on revenues and segment profit, as defined below. The Company’s corporate costs and assets are all incurred in the United States and are included in the United States segment, as this is consistent with how they are presented and reviewed by the CODM. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies. | |||||||||||||||||||||
Information relating to the Company’s product groups (IMEs, peer review, bill review, Medicare compliance, case management and other related services) is as follows (in thousands): | |||||||||||||||||||||
Revenues: | For the three months ended March 31, | ||||||||||||||||||||
2014 | 2015 | ||||||||||||||||||||
IME and other related services (1) | $ | 154,540 | $ | 167,345 | |||||||||||||||||
Peer and bill reviews, Medicare compliance services and case management services (1) | 18,488 | 28,971 | |||||||||||||||||||
Total revenues | $ | 173,028 | $ | 196,316 | |||||||||||||||||
(1) Includes the results of certain of the Company’s service centers acquired whose revenues are generated substantially through the indicated product group. Outside of this presentation, other product groups are not tracked within the Company’s financial systems. Additionally, other related services, which include any Medicare compliance services and case management services completed at the Company’s historic service centers in the periods presented, are not separately captured within the Company’s financial systems and have been included with IME services in the above presentation as separate presentation is not practicable. With the Company’s acquisition of Gould & Lamb in February of 2014 and Ability Services Network and Med Allocators in June of 2014, Medicare compliance services and case management services have been added to the presentation above. None of the individual services within the peer and bill reviews, Medicare compliance services and case management services category above represent more than 10% of consolidated revenues. | |||||||||||||||||||||
Information relating to the Company’s geographic segments is as follows (in thousands)(1)(2): | |||||||||||||||||||||
United | United | ||||||||||||||||||||
States | Canada | Kingdom | Australia | Total | |||||||||||||||||
Three months ended March 31, 2014 | |||||||||||||||||||||
Revenues | $ | 106,049 | $ | 7,507 | $ | 42,053 | $ | 17,419 | $ | 173,028 | |||||||||||
Segment profit | 15,954 | 1,098 | 7,081 | 3,877 | 28,010 | ||||||||||||||||
Depreciation and amortization expense | 7,720 | 811 | 3,175 | 2,636 | 14,342 | ||||||||||||||||
Capital expenditures | (402 | ) | — | (290 | ) | (20 | ) | (712 | ) | ||||||||||||
Total assets (3) | 488,362 | 28,293 | 230,597 | 100,373 | 847,625 | ||||||||||||||||
Long-lived assets (3) | 403,354 | 21,169 | 105,373 | 88,856 | 618,752 | ||||||||||||||||
Three months ended March 31, 2015 | |||||||||||||||||||||
Revenues | $ | 121,718 | $ | 7,949 | $ | 47,444 | $ | 19,205 | $ | 196,316 | |||||||||||
Segment profit | 19,522 | 634 | 7,699 | 4,097 | 31,952 | ||||||||||||||||
Depreciation and amortization expense | 9,411 | 582 | 2,383 | 2,472 | 14,848 | ||||||||||||||||
Capital expenditures | (1,670 | ) | (114 | ) | (189 | ) | (256 | ) | (2,229 | ) | |||||||||||
Total assets (3) | 602,005 | 22,343 | 236,186 | 83,228 | 943,762 | ||||||||||||||||
Long-lived assets (3) | 471,040 | 15,613 | 92,703 | 68,227 | 647,583 | ||||||||||||||||
(1) For segment purposes, the Company defines segment profit as earnings before interest expenses, income taxes, depreciation and amortization, share-based compensation expenses, acquisition related transaction costs and other expenses. A consolidated reconciliation from segment profit to income from operations is included below. | |||||||||||||||||||||
(2) Long-lived assets are noncurrent assets excluding deferred tax assets and deferred financing costs. | |||||||||||||||||||||
(3) Total assets and long-lived assets include goodwill. Goodwill recorded in connection with certain tax benefits to be realized in the Company’s U.S. income tax returns has been reflected in the United States segment. | |||||||||||||||||||||
A reconciliation of segment profit to consolidated income from operations is as follows (in thousands): | |||||||||||||||||||||
For the three months ended March 31, | |||||||||||||||||||||
2014 | 2015 | ||||||||||||||||||||
Segment Profit | 28,010 | 31,952 | |||||||||||||||||||
Depreciation and amortization | (14,342 | ) | (14,848 | ) | |||||||||||||||||
Share-based compensation expense | (5,353 | ) | (6,136 | ) | |||||||||||||||||
Acquisition related transaction costs | (1,192 | ) | 382 | ||||||||||||||||||
Other expenses | — | (210 | ) | ||||||||||||||||||
Income from operations | $ | 7,123 | $ | 11,140 | |||||||||||||||||
Note_14_Condensed_Consolidatin
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Condensed Consolidating Financial Information Of Guarantor Subsidiaries [Abstract] | |||||||||||||||||||||
Condensed Consolidating Financial Information Of Guarantor Subsidiaries [Text Block] | (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, 2014 and March 31, 2015, and for the three months ended March 31, 2014 and 2015 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. | |||||||||||||||||||||
Condensed Consolidating Statement of Operations | |||||||||||||||||||||
for the three months ended March 31, 2014 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Guarantor Subsidiaries | Non-Guarantor Subsidiaries | ExamWorks Group, Inc. (Parent Corporation) | Consolidation and Elimination Entries | Consolidated Totals | |||||||||||||||||
Revenues | $ | 106,049 | $ | 66,979 | $ | — | $ | — | $ | 173,028 | |||||||||||
Costs and expenses: | |||||||||||||||||||||
Costs of revenues | 71,067 | 39,968 | — | — | 111,035 | ||||||||||||||||
Selling, general and administrative expenses | 21,705 | 18,823 | — | — | 40,528 | ||||||||||||||||
Depreciation and amortization | 7,720 | 6,622 | — | — | 14,342 | ||||||||||||||||
Total costs and expenses | 100,492 | 65,413 | — | — | 165,905 | ||||||||||||||||
Income from operations | 5,557 | 1,566 | — | — | 7,123 | ||||||||||||||||
Interest and other expenses, net | 5,692 | 1,885 | — | — | 7,577 | ||||||||||||||||
Loss before income taxes | (135 | ) | (319 | ) | — | — | (454 | ) | |||||||||||||
Provision (benefit) for income taxes | (1,642 | ) | 1,477 | — | — | (165 | ) | ||||||||||||||
Net loss before earnings of consolidated subsidiaries | $ | 1,507 | $ | (1,796 | ) | $ | — | $ | — | $ | (289 | ) | |||||||||
Net income (loss) of consolidated subsidiaries | (1,796 | ) | — | (1,796 | ) | 3,592 | — | ||||||||||||||
Net income (loss) | $ | (289 | ) | $ | (1,796 | ) | $ | (1,796 | ) | $ | 3,592 | $ | (289 | ) | |||||||
Condensed Consolidating Statement of Operations | |||||||||||||||||||||
for the three months ended March 31, 2015 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Guarantor Subsidiaries | Non-Guarantor Subsidiaries | ExamWorks Group, Inc. (Parent Corporation) | Consolidation and Elimination Entries | Consolidated Totals | |||||||||||||||||
Revenues | $ | 121,718 | $ | 74,598 | $ | — | $ | — | $ | 196,316 | |||||||||||
Costs and expenses: | |||||||||||||||||||||
Costs of revenues | 82,334 | 45,842 | — | — | 128,176 | ||||||||||||||||
Selling, general and administrative expenses | 23,014 | 19,138 | — | — | 42,152 | ||||||||||||||||
Depreciation and amortization | 9,411 | 5,437 | — | — | 14,848 | ||||||||||||||||
Total costs and expenses | 114,759 | 70,417 | — | — | 185,176 | ||||||||||||||||
Income from operations | 6,959 | 4,181 | — | — | 11,140 | ||||||||||||||||
Interest and other expenses, net | 6,409 | 1,595 | — | — | 8,004 | ||||||||||||||||
Income before income taxes | 550 | 2,586 | — | — | 3,136 | ||||||||||||||||
Provision (benefit) for income taxes | (594 | ) | 1,706 | — | — | 1,112 | |||||||||||||||
Net income before earnings of consolidated subsidiaries | $ | 1,144 | $ | 880 | $ | — | $ | — | $ | 2,024 | |||||||||||
Net income (loss) of consolidated subsidiaries | 880 | — | 880 | (1,760 | ) | — | |||||||||||||||
Net income (loss) | $ | 2,024 | $ | 880 | $ | 880 | $ | (1,760 | ) | $ | 2,024 | ||||||||||
Condensed Consolidating Balance Sheet as of December 31, 2014 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Guarantor Subsidiaries | Non-Guarantor Subsidiaries | ExamWorks Group, Inc. (Parent Corporation) | Consolidation and Elimination Entries | Consolidated Totals | |||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 388 | $ | 9,363 | $ | — | $ | — | $ | 9,751 | |||||||||||
Accounts receivable, net | 55,684 | 147,505 | — | — | 203,189 | ||||||||||||||||
Intercompany receivable | 42,002 | — | 10,667 | (52,669 | ) | — | |||||||||||||||
Prepaid expenses | 8,248 | 5,557 | — | — | 13,805 | ||||||||||||||||
Deferred tax assets | 3,780 | — | — | (4 | ) | 3,776 | |||||||||||||||
Other current assets | 272 | 1,165 | — | — | 1,437 | ||||||||||||||||
Total current assets | 110,374 | 163,590 | 10,667 | (52,673 | ) | 231,958 | |||||||||||||||
Property, equipment and leasehold improvements, net | 10,394 | 5,332 | — | — | 15,726 | ||||||||||||||||
Investment in subsidiaries | 217,344 | — | 591,435 | (808,779 | ) | — | |||||||||||||||
Intercompany notes receivable | 174,464 | — | 174,464 | (348,928 | ) | — | |||||||||||||||
Goodwill | 387,104 | 108,575 | — | — | 495,679 | ||||||||||||||||
Intangible assets, net | 64,530 | 38,053 | — | — | 102,583 | ||||||||||||||||
Long-term accounts receivable, less current portion | — | 46,401 | — | — | 46,401 | ||||||||||||||||
Deferred tax assets, noncurrent | 22,505 | 7,177 | — | — | 29,682 | ||||||||||||||||
Deferred financing costs, net | 6,140 | 29 | — | — | 6,169 | ||||||||||||||||
Other assets | 663 | 1,283 | — | — | 1,946 | ||||||||||||||||
Total assets | $ | 993,518 | $ | 370,440 | $ | 776,566 | $ | (1,210,380 | ) | $ | 930,144 | ||||||||||
Liabilities and Stockholders’ Equity (Deficit) | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | 20,163 | $ | 36,870 | $ | — | $ | — | $ | 57,033 | |||||||||||
Intercompany payable | 10,667 | 42,002 | — | (52,669 | ) | — | |||||||||||||||
Accrued expenses | 23,904 | 30,074 | — | — | 53,978 | ||||||||||||||||
Accrued interest expense | — | — | 10,667 | — | 10,667 | ||||||||||||||||
Deferred revenue | 244 | 6,158 | — | — | 6,402 | ||||||||||||||||
Deferred tax liability | — | 4 | — | (4 | ) | — | |||||||||||||||
Current portion of contingent earnout obligation | — | 4,473 | — | — | 4,473 | ||||||||||||||||
Current portion of working capital facilities | — | 40,396 | — | — | 40,396 | ||||||||||||||||
Other current liabilities | 2,363 | 4,587 | — | — | 6,950 | ||||||||||||||||
Total current liabilities | 57,341 | 164,564 | 10,667 | (52,673 | ) | 179,899 | |||||||||||||||
Senior unsecured notes payable | — | — | 250,000 | — | 250,000 | ||||||||||||||||
Senior secured revolving credit facility and working capital facilities, less current portion | — | — | 143,853 | — | 143,853 | ||||||||||||||||
Intercompany notes payable | 174,464 | 174,464 | — | (348,928 | ) | — | |||||||||||||||
Long-term contingent earnout obligation, less current portion | — | 2,114 | — | — | 2,114 | ||||||||||||||||
Other long-term liabilities | 1,795 | 7,608 | — | — | 9,403 | ||||||||||||||||
Total liabilities | 233,600 | 348,750 | 404,520 | (401,601 | ) | 585,269 | |||||||||||||||
Commitments and contingencies | |||||||||||||||||||||
Stockholders’ equity (deficit) | 759,918 | 21,690 | 372,046 | (808,779 | ) | 344,875 | |||||||||||||||
Total liabilities and stockholders' equity (deficit) | $ | 993,518 | $ | 370,440 | $ | 776,566 | $ | (1,210,380 | ) | $ | 930,144 | ||||||||||
Condensed Consolidating Balance Sheet as of March 31, 2015 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Guarantor Subsidiaries | Non-Guarantor Subsidiaries | ExamWorks Group, Inc. (Parent Corporation) | Consolidation and Elimination Entries | Consolidated Totals | |||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 9,202 | $ | 11,080 | $ | — | $ | — | $ | 20,282 | |||||||||||
Accounts receivable, net | 57,518 | 148,241 | — | — | 205,759 | ||||||||||||||||
Intercompany receivable | 44,998 | — | 5,027 | (50,025 | ) | — | |||||||||||||||
Prepaid expenses | 7,991 | 4,597 | — | — | 12,588 | ||||||||||||||||
Deferred tax assets | 3,938 | 101 | — | — | 4,039 | ||||||||||||||||
Other current assets | 958 | 1,113 | — | — | 2,071 | ||||||||||||||||
Total current assets | 124,605 | 165,132 | 5,027 | (50,025 | ) | 244,739 | |||||||||||||||
Property, equipment and leasehold improvements, net | 11,118 | 4,937 | — | — | 16,055 | ||||||||||||||||
Investment in subsidiaries | 218,225 | — | 594,614 | (812,839 | ) | — | |||||||||||||||
Intercompany notes receivable | 174,385 | — | 174,385 | (348,770 | ) | — | |||||||||||||||
Goodwill | 388,379 | 101,628 | — | — | 490,007 | ||||||||||||||||
Intangible assets, net | 60,527 | 31,101 | — | — | 91,628 | ||||||||||||||||
Long-term accounts receivable, less current portion | — | 47,743 | — | — | 47,743 | ||||||||||||||||
Deferred tax assets, noncurrent | 38,661 | 7,076 | — | — | 45,737 | ||||||||||||||||
Deferred financing costs, net | 5,690 | 14 | — | — | 5,704 | ||||||||||||||||
Other assets | 695 | 1,454 | — | — | 2,149 | ||||||||||||||||
Total assets | $ | 1,022,285 | $ | 359,085 | $ | 774,026 | $ | (1,211,634 | ) | $ | 943,762 | ||||||||||
Liabilities and Stockholders’ Equity (Deficit) | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | 21,126 | $ | 36,311 | $ | — | $ | — | $ | 57,437 | |||||||||||
Intercompany payable | 5,027 | 44,998 | — | (50,025 | ) | — | |||||||||||||||
Accrued expenses | 23,343 | 29,102 | — | — | 52,445 | ||||||||||||||||
Accrued interest expense | — | — | 5,027 | — | 5,027 | ||||||||||||||||
Deferred revenue | 300 | 5,126 | — | — | 5,426 | ||||||||||||||||
Current portion of contingent earnout obligation | — | 4,393 | — | — | 4,393 | ||||||||||||||||
Other current liabilities | 2,634 | 4,601 | — | — | 7,235 | ||||||||||||||||
Total current liabilities | 52,430 | 124,531 | 5,027 | (50,025 | ) | 131,963 | |||||||||||||||
Senior unsecured notes payable | — | — | 250,000 | — | 250,000 | ||||||||||||||||
Senior secured revolving credit facility and working capital facilities, less current portion | — | 38,447 | 140,000 | — | 178,447 | ||||||||||||||||
Intercompany notes payable | 174,385 | 174,385 | — | (348,770 | ) | — | |||||||||||||||
Deferred tax liability, noncurrent | 10,580 | — | — | — | 10,580 | ||||||||||||||||
Other long-term liabilities | 3,364 | 8,255 | — | — | 11,619 | ||||||||||||||||
Total liabilities | 240,759 | 345,618 | 395,027 | (398,795 | ) | 582,609 | |||||||||||||||
Commitments and contingencies | |||||||||||||||||||||
Stockholders’ equity (deficit) | 781,526 | 13,467 | 378,999 | (812,839 | ) | 361,153 | |||||||||||||||
Total liabilities and stockholders' equity (deficit) | $ | 1,022,285 | $ | 359,085 | $ | 774,026 | $ | (1,211,634 | ) | $ | 943,762 | ||||||||||
Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2014 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Guarantor Subsidiaries | Non-Guarantor Subsidiaries | ExamWorks Group, Inc. (Parent Corporation) | Consolidation and Elimination Entries | Consolidated Totals | |||||||||||||||||
Net cash provided by operating activities | $ | 1,369 | $ | 1,836 | $ | — | $ | — | $ | 3,205 | |||||||||||
Investing activities: | |||||||||||||||||||||
Cash paid for acquisitions, net | (87,615 | ) | (9,538 | ) | — | — | (97,153 | ) | |||||||||||||
Purchases of building, equipment and leasehold improvements, net | (402 | ) | (310 | ) | — | — | (712 | ) | |||||||||||||
Working capital and other settlements for acquisitions | — | (1,142 | ) | — | — | (1,142 | ) | ||||||||||||||
Cash paid for foreign currency net investment hedges | (3,356 | ) | — | — | — | (3,356 | ) | ||||||||||||||
Other | (839 | ) | — | — | — | (839 | ) | ||||||||||||||
Net cash used in investing activities | (92,212 | ) | (10,990 | ) | — | — | (103,202 | ) | |||||||||||||
Financing activities: | |||||||||||||||||||||
Borrowings under senior secured revolving credit facility | — | — | 121,012 | — | 121,012 | ||||||||||||||||
Proceeds from the exercise of options and warrants | — | — | 14,637 | — | 14,637 | ||||||||||||||||
Excess tax benefit related to share-based compensation | — | — | 6,190 | — | 6,190 | ||||||||||||||||
Net borrowings under working capital facilities | — | 4,123 | — | — | 4,123 | ||||||||||||||||
Payment of deferred financing costs | — | — | (225 | ) | — | (225 | ) | ||||||||||||||
Repayment of subordinated unsecured notes payable | (333 | ) | — | — | — | (333 | ) | ||||||||||||||
Repayment under senior secured revolving credit facility | — | — | (50,000 | ) | — | (50,000 | ) | ||||||||||||||
Intercompany notes and investments and other | 91,614 | — | (91,614 | ) | — | — | |||||||||||||||
Net cash provided by financing activities | 91,281 | 4,123 | — | — | 95,404 | ||||||||||||||||
Exchange rate impact on cash and cash equivalents | — | 268 | — | — | 268 | ||||||||||||||||
Net increase (decrease) in cash and cash equivalents | 438 | (4,763 | ) | — | — | (4,325 | ) | ||||||||||||||
Cash and cash equivalents, beginning of period | 760 | 12,069 | — | — | 12,829 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 1,198 | $ | 7,306 | $ | — | $ | — | $ | 8,504 | |||||||||||
Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2015 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Guarantor Subsidiaries | Non-Guarantor Subsidiaries | ExamWorks Group, Inc. (Parent Corporation) | Consolidation and Elimination Entries | Consolidated Totals | |||||||||||||||||
Net cash provided by operating activities | $ | 2,226 | $ | 3,938 | $ | — | $ | — | $ | 6,164 | |||||||||||
Investing activities: | |||||||||||||||||||||
Cash paid for acquisitions, net | (2,299 | ) | — | — | — | (2,299 | ) | ||||||||||||||
Purchases of building, equipment and leasehold improvements, net | (1,670 | ) | (559 | ) | — | — | (2,229 | ) | |||||||||||||
Working capital and other settlements for acquisitions | (91 | ) | — | — | — | (91 | ) | ||||||||||||||
Proceeds from foreign currency net investment hedges | 4,812 | — | — | — | 4,812 | ||||||||||||||||
Other | (1,250 | ) | — | — | — | (1,250 | ) | ||||||||||||||
Net cash used in investing activities | (498 | ) | (559 | ) | — | — | (1,057 | ) | |||||||||||||
Financing activities: | |||||||||||||||||||||
Borrowings under senior secured revolving credit facility | — | — | 25,478 | — | 25,478 | ||||||||||||||||
Proceeds from the exercise of options and warrants | — | — | 8,855 | — | 8,855 | ||||||||||||||||
Excess tax benefit related to share-based compensation | — | — | 2,086 | — | 2,086 | ||||||||||||||||
Net repayments under working capital facilities | — | (132 | ) | — | — | (132 | ) | ||||||||||||||
Repayment of contingent earnout obligation | — | (1,023 | ) | — | — | (1,023 | ) | ||||||||||||||
Repayment under senior secured revolving credit facility | — | — | (29,331 | ) | — | (29,331 | ) | ||||||||||||||
Intercompany notes and investments and other | 7,088 | — | (7,088 | ) | — | — | |||||||||||||||
Net cash provided by financing activities | 7,088 | (1,155 | ) | — | — | 5,933 | |||||||||||||||
Exchange rate impact on cash and cash equivalents | — | (509 | ) | — | — | (509 | ) | ||||||||||||||
Net increase (decrease) in cash and cash equivalents | 8,816 | 1,715 | — | — | 10,531 | ||||||||||||||||
Cash and cash equivalents, beginning of period | 388 | 9,363 | — | — | 9,751 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 9,204 | $ | 11,078 | $ | — | $ | — | $ | 20,282 | |||||||||||
Note_15_Subsequent_Events
Note 15 - Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | (15) Subsequent Events |
The Company has evaluated subsequent events from the balance sheet date through the date of this filing and identified the following items: | |
5.625% Senior Notes due 2023 | |
On April 16, 2015, the Company closed the public offering of $500.0 million in aggregate principal amount of 5.625% senior notes due 2023 (the “Notes”). The Notes were issued at a price of 100% of their principal amount. The Notes are senior obligations of ExamWorks and are guaranteed by certain of ExamWorks’ existing and future U.S. subsidiaries. A portion of the gross proceeds of $500.0 million were or will be used to repay all outstanding borrowings under the Senior Secured Revolving Credit Facility, to redeem all of the Senior Unsecured Notes, to pay related fees and expenses, and for general corporate purposes, including acquisitions. | |
Amended and Restated Senior Secured Revolving Credit Facility | |
Concurrently with the issuance of the Notes, on April 16, 2015, the Company amended and restated the terms of its Senior Secured Revolving Credit Facility in connection with the offering of the Notes pursuant to an amended and restated credit agreement (the “Amended and Restated Credit Facility”) dated April 16, 2015. The Amended and Restated Credit Facility provides for up to $300.0 million of revolving extensions of credit outstanding at any time (including revolving loans, swingline loans and letters of credit). During the term of the Amended and Restated Credit Facility, the Company has the right, subject to compliance with the covenants specified in the Amended and Restated Credit Facility and the Notes, to increase the revolving extensions under the Amended and Restated Credit Facility to a maximum of $400.0 million. The term of the Senior Secured Revolving Credit Facility was extended for five years from the date of the amendment to April 2020. | |
Working Capital Facilities | |
On April 16, 2015, the Company amended both the working capital facility provided to UKIM by Barclays Bank PLC and the working capital facility provided to Premex by Barclays Bank PLC to, among other things, extend the term by a period of 36 months to April 2018. The amounts outstanding under these facilities have been reclassified from current to long-term as of March 31, 2015. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
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 consolidated 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 awards, 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, and the valuation of deferred tax assets, 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 (See Note 2 (p) to 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, 2014 and March 31, 2015. | |||||||||||||||||
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 $9.9 million and $10.3 million as of December 31, 2014 and March 31, 2015, 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, primarily in the U.K., that have aged longer than one year as of December 31, 2014 and March 31, 2015, 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, Credit Risk, Policy [Policy 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 months ended March 31, 2014 and 2015, no individual customer accounted for more than 10% of revenues. At December 31, 2014 and March 31, 2015 there was one individual customer that accounted for approximately 14% and 16%, respectively, of the accounts receivable balance. | |||||||||||||||||
As of March 31, 2015, the Company had cash and cash equivalents totaling approximately $20.3 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $9.2 million were held in the U.S. The U.S. amounts were 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 (using market participant assumptions), quoted market values and third-party independent appraisals, as considered necessary. At December 31, 2014 and March 31, 2015, 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 units are compared with their carrying values (including goodwill). If the fair value of a 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 (using market participant assumptions). 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 2014 and it was determined that the carrying amount of goodwill was not impaired as the fair value of the reporting units substantially exceeded their carrying values and there have been no subsequent developments that would indicate impairment exists as of March 31, 2015. The goodwill impairment review will continue to be performed annually and 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 of $8.3 million, of which $225,000 were incurred in the three months ended March 31, 2014. The Company did not make payments related to these financing costs in the three months ended March 31, 2015. In July 2011, the Company closed a private offering of $250 million in aggregate principal amount of 9.0% senior notes due 2019 (the “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. The Company has incurred deferred financing costs of $7.1 million associated therewith, none of which were incurred in the three months ended March 31, 2014 and 2015. | |||||||||||||||||
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. | |||||||||||||||||
The Company amortized $571,000 and $587,000 for the three months ended March 31, 2014 and 2015, respectively, to interest expense. | |||||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition | ||||||||||||||||
Revenue related to IMEs, peer reviews, bill reviews, administrative support services and Medicare compliance 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, medical record retrieval services and case management 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 performance, as collectability is not reasonably assured and the cash payments 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, 2014 and March 31, 2015, the Company had $4.4 million and $3.8 million, respectively, in U.K. net deferred revenues associated with such agreements. | |||||||||||||||||
Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any subsequent 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. | |||||||||||||||||
The Company records interest and penalties related to unrecognized tax benefits in income tax expense. | |||||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | Income (Loss) Per Common Share | ||||||||||||||||
Basic income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during each period. Diluted income (loss) per common share is calculated by dividing net income (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 months ended March 31, 2014, the potentially dilutive securities include options, warrants, shares of restricted stock with a service restriction not yet satisfied and RSUs exercisable into 7.8 million shares of common stock. For the three months ended March 31, 2014, 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. | |||||||||||||||||
The following table sets forth basic and diluted net income per share computational data for the three months ended March 31, 2015 (amounts in thousands): | |||||||||||||||||
Three Months Ended | |||||||||||||||||
31-Mar-15 | |||||||||||||||||
Net income | $ | 2,024 | |||||||||||||||
Weighted average basic shares outstanding: | |||||||||||||||||
Common stock | 40,418 | ||||||||||||||||
Weighted average diluted shares outstanding: | |||||||||||||||||
Common stock | 40,418 | ||||||||||||||||
Dilutive securities | 2,262 | ||||||||||||||||
Total | 42,680 | ||||||||||||||||
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, restricted stock, RSUs and other equity awards. 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 the Company’s 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 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 upon the weighted average of the Company’s implied volatility, the Company’s mean reversion volatility and the median of the Company’s peer group’s most recent historical volatilities for 2015 stock option grants. Expected life assumptions are based upon the “simplified” method for those options issued in 2015, which were determined to be issued approximately 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 three months ended March 31, 2015 were as follows: | |||||||||||||||||
2015 | |||||||||||||||||
Volatility | 48.59 | % | |||||||||||||||
Expected life (years) | 6 | ||||||||||||||||
Risk-free interest rate | 2.01 | % | |||||||||||||||
Dividend yield | — | ||||||||||||||||
Fair value | $ | 19.37 | |||||||||||||||
In the three months ended March 31, 2015, the Company issued approximately 30,000 stock option awards to employees. The weighted average fair value of each stock option was $19.37 per option and the aggregate fair value was $581,000. All of these awards vest over a three-year period. Additionally, a majority of 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 $2.8 million and $1.9 million for the three months ended March 31, 2014 and 2015, respectively, of which $694,000 and $469,000, respectively, was included in costs of revenues, and $2.1 million and $1.4 million, respectively, was recorded in selling, general and administrative (“SGA”) expenses. | |||||||||||||||||
At March 31, 2015, the unrecognized compensation expense related to stock option awards was $8.1 million, with a remaining weighted average life of 1.7 years. | |||||||||||||||||
A summary of option activity for the three months ended March 31, 2015 is as follows: | |||||||||||||||||
Number | Weighted | Weighted | Aggregate | ||||||||||||||
of options | average | average | intrinsic | ||||||||||||||
exercise | remaining | value | |||||||||||||||
price | contractual | (in | |||||||||||||||
life (years) | thousands) | ||||||||||||||||
Outstanding at December 31, 2014 | 4,965,947 | $ | 12.96 | ||||||||||||||
Options granted | 30,000 | 40.22 | |||||||||||||||
Options forfeited | (15,000 | ) | 25.44 | ||||||||||||||
Options exercised | (630,820 | ) | 14.04 | ||||||||||||||
Outstanding at March 31, 2015 | 4,350,127 | $ | 12.95 | ||||||||||||||
Exercisable at March 31, 2015 | 3,745,257 | $ | 10.26 | 5.9 | $ | 117,454 | |||||||||||
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 was approximately $16.9 million during the three months ended March 31, 2015. | |||||||||||||||||
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 to four-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 a majority of 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 $2.0 million and $4.1 million for the three months ended March 31, 2014 and 2015, respectively, all of which is included in SGA expenses. | |||||||||||||||||
The following is a summary of restricted share and RSU activity for the three months ended March 31, 2015: | |||||||||||||||||
Number | Weighted | ||||||||||||||||
of awards | average | ||||||||||||||||
grant date | |||||||||||||||||
fair value | |||||||||||||||||
Non-vested awards at December 31, 2014 | 880,433 | $ | 25.46 | ||||||||||||||
Awards granted | 612,637 | 40.54 | |||||||||||||||
Awards vested | (176,848 | ) | 18 | ||||||||||||||
Awards forfeited | (7,880 | ) | 30.46 | ||||||||||||||
Non-vested awards at March 31, 2015 | 1,308,342 | $ | 33.5 | ||||||||||||||
The total fair value of vested RSUs and shares of restricted stock during the three months ended March 31, 2014 and 2015 was $2.0 million and $3.2 million, respectively. At March 31, 2015, total unrecognized compensation costs related to non-vested restricted shares and RSUs was $32.9 million which is expected to be recognized over a weighted average period of 2.0 years. | |||||||||||||||||
During the three months ended March 31, 2014 and 2015, the Company recorded share-based compensation expense of $539,000 and $130,000, respectively, related to annual incentive compensation plans established by the Compensation Committee of the Board of Directors, all of which was recorded in SGA expenses. The 2014 obligation was settled in March 2015 via the issuance of approximately 122,000 shares of restricted stock, and the 2015 plan year obligation is recorded as accrued expenses in the accompanying Consolidated Balance Sheets. The 2015 incentive compensation plan contains a performance metric based on the Company’s 2015 financial performance and a subsequent time-based service requirement. If the performance metric is met, the associated liability will be settled in the first quarter of 2016 with the granting of an indeterminate number of restricted shares which will vest equally on June 1, 2016 and 2017. | |||||||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value Measurements | ||||||||||||||||
The Company’s financial assets and (liabilities), which are measured at fair value on a recurring basis, are categorized using the fair value hierarchy at December 31, 2014 and March 31, 2015, and are as follows (in thousands): | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
As of December 31, 2014 | |||||||||||||||||
Financial instruments: | |||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | (6,587 | ) | $ | (6,587 | ) | |||||||
Foreign currency derivative asset | — | 272 | — | 272 | |||||||||||||
As of March 31, 2015 | |||||||||||||||||
Financial instruments: | |||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | (4,393 | ) | $ | (4,393 | ) | |||||||
Foreign currency derivative liability | — | (159 | ) | — | (159 | ) | |||||||||||
Foreign currency derivative asset | — | 958 | — | 958 | |||||||||||||
The contingent consideration relates to earnout provisions recorded in conjunction with certain acquisitions completed in 2013 and 2014 (see Note 3). Of the total decrease in fair value of the contingent consideration of $2.2 million in 2015, $1.0 million was settled as cash consideration to satisfy an installment related to a 2014 acquisition and the Company recorded $941,000 in adjustments to the fair value of the obligation related to milestones which were not achieved, or expected to be achieved, recorded to SGA expenses, offset by $66,000 recorded in interest and other expenses, net in the Consolidated Statements of Comprehensive Loss due to changes in the fair value of the contingent consideration and the remaining change is due to currency fluctuations. | |||||||||||||||||
The fair value of the foreign currency derivative was determined using observable market inputs such as foreign currency exchange rates and considers nonperformance risk of the Company and that of its counterparties. | |||||||||||||||||
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 income (loss). The Company’s accumulated 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. Accumulated other comprehensive income (loss) consists of the following (in thousands): | |||||||||||||||||
Foreign | Net investment | Net investment | Total | ||||||||||||||
Currency | hedge - foreign | hedge - Australian | |||||||||||||||
Translation | exchange contract | denominated debt | |||||||||||||||
Balance at December 31, 2014 | $ | (18,026 | ) | $ | 3,445 | $ | 205 | $ | (14,376 | ) | |||||||
Change during 2015: | |||||||||||||||||
Before-tax amount | (13,310 | ) | 5,339 | — | (7,971 | ) | |||||||||||
Tax (expense) benefit | 4,207 | (2,113 | ) | — | 2,094 | ||||||||||||
Total activity in 2015 | (9,103 | ) | 3,226 | — | (5,877 | ) | |||||||||||
Balance at March 31, 2015 | $ | (27,129 | ) | $ | 6,671 | $ | 205 | $ | (20,253 | ) | |||||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements | ||||||||||||||||
Recently Adopted Accounting Pronouncements | |||||||||||||||||
In April 2014, the FASB issued ASU No. 2014-08, (Topic 205 and 360), “Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity” (“ASU 2014-08”) which amends the definition for what types of asset disposals are to be considered discontinued operations, and amends the required disclosures for discontinued operations and assets held for sale. ASU 2014-08 also enhances the convergence of the FASB’s and the International Accounting Standard Board’s reporting requirements for discontinued operations. The amendments in this update are effective for fiscal periods beginning on or after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015. The Company adopted the provisions of this standard effective January 1, 2015 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 May 2014, the FASB issued ASU No. 2014-09, (Topic 606): Revenue from Contracts with Customers (“ASU 2014-09”) which supersedes the revenue recognition requirements in “Topic 605, Revenue Recognition” and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective retrospectively for annual or interim reporting periods beginning after December 15, 2016, with early application not permitted. The Company is currently evaluating the impact of this standard on its financial position, results of operations and cash flows. | |||||||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertanties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-05”) which defines management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Currently, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. This going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. ASU 2014-05 provides guidance regarding management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern and the related footnote disclosures. The amendments are effective for the year ending December 31, 2016, and for interim periods beginning the first quarter of 2017, with early application permitted. The Company plans to adopt the provisions for the year ending December 31, 2016 and will provide such disclosures as required if there are conditions and events that raise substantial doubt about its ability to continue as a going concern. The Company currently does not expect the adoption to have a material impact on its consolidated financial statements. | |||||||||||||||||
In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”) which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in ASU 2015-03. The amendments in this update are effective for fiscal periods beginning on or after December 15, 2015, and interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its financial position, results of operations and cash flows. | |||||||||||||||||
There were various other accounting standards and interpretations issued during 2014 and 2015 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) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Schedule of Weighted Average Number of Shares [Table Text Block] | Three Months Ended | ||||||||||||||||
31-Mar-15 | |||||||||||||||||
Net income | $ | 2,024 | |||||||||||||||
Weighted average basic shares outstanding: | |||||||||||||||||
Common stock | 40,418 | ||||||||||||||||
Weighted average diluted shares outstanding: | |||||||||||||||||
Common stock | 40,418 | ||||||||||||||||
Dilutive securities | 2,262 | ||||||||||||||||
Total | 42,680 | ||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2015 | ||||||||||||||||
Volatility | 48.59 | % | |||||||||||||||
Expected life (years) | 6 | ||||||||||||||||
Risk-free interest rate | 2.01 | % | |||||||||||||||
Dividend yield | — | ||||||||||||||||
Fair value | $ | 19.37 | |||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number | Weighted | Weighted | Aggregate | |||||||||||||
of options | average | average | intrinsic | ||||||||||||||
exercise | remaining | value | |||||||||||||||
price | contractual | (in | |||||||||||||||
life (years) | thousands) | ||||||||||||||||
Outstanding at December 31, 2014 | 4,965,947 | $ | 12.96 | ||||||||||||||
Options granted | 30,000 | 40.22 | |||||||||||||||
Options forfeited | (15,000 | ) | 25.44 | ||||||||||||||
Options exercised | (630,820 | ) | 14.04 | ||||||||||||||
Outstanding at March 31, 2015 | 4,350,127 | $ | 12.95 | ||||||||||||||
Exercisable at March 31, 2015 | 3,745,257 | $ | 10.26 | 5.9 | $ | 117,454 | |||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Number | Weighted | |||||||||||||||
of awards | average | ||||||||||||||||
grant date | |||||||||||||||||
fair value | |||||||||||||||||
Non-vested awards at December 31, 2014 | 880,433 | $ | 25.46 | ||||||||||||||
Awards granted | 612,637 | 40.54 | |||||||||||||||
Awards vested | (176,848 | ) | 18 | ||||||||||||||
Awards forfeited | (7,880 | ) | 30.46 | ||||||||||||||
Non-vested awards at March 31, 2015 | 1,308,342 | $ | 33.5 | ||||||||||||||
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, 2014 | |||||||||||||||||
Financial instruments: | |||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | (6,587 | ) | $ | (6,587 | ) | |||||||
Foreign currency derivative asset | — | 272 | — | 272 | |||||||||||||
As of March 31, 2015 | |||||||||||||||||
Financial instruments: | |||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | (4,393 | ) | $ | (4,393 | ) | |||||||
Foreign currency derivative liability | — | (159 | ) | — | (159 | ) | |||||||||||
Foreign currency derivative asset | — | 958 | — | 958 | |||||||||||||
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 December 31, 2014 | $ | (18,026 | ) | $ | 3,445 | $ | 205 | $ | (14,376 | ) | |||||||
Change during 2015: | |||||||||||||||||
Before-tax amount | (13,310 | ) | 5,339 | — | (7,971 | ) | |||||||||||
Tax (expense) benefit | 4,207 | (2,113 | ) | — | 2,094 | ||||||||||||
Total activity in 2015 | (9,103 | ) | 3,226 | — | (5,877 | ) | |||||||||||
Balance at March 31, 2015 | $ | (27,129 | ) | $ | 6,671 | $ | 205 | $ | (20,253 | ) |
Note_3_Acquisitions_Tables
Note 3 - Acquisitions (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Note 3 - Acquisitions (Tables) [Line Items] | |||||||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | Three months ended March 31, | ||||||||||||
2014 | 2015 | ||||||||||||
(In thousands, except per share data) | |||||||||||||
Pro forma revenues | $ | 187,788 | $ | 196,316 | |||||||||
Pro forma net income (loss) | (326 | ) | 2,024 | ||||||||||
Pro forma income (loss) per share: Basic | $ | (0.01 | ) | $ | 0.05 | ||||||||
Pro forma income (loss) per share: Diluted | $ | (0.01 | ) | $ | 0.05 | ||||||||
2014 Acquisitions [Member] | |||||||||||||
Note 3 - Acquisitions (Tables) [Line Items] | |||||||||||||
Schedule of Preliminary Purchase Price Allocation [Table Text Block] | Preliminary | Adjustments/ | Preliminary | ||||||||||
purchase price | reclassifications | purchase price | |||||||||||
allocation | allocation | ||||||||||||
31-Dec-14 | March 31, | ||||||||||||
2015 | |||||||||||||
Equipment and leasehold improvements | 886 | — | 886 | ||||||||||
Customer relationships | 50,216 | — | 50,216 | ||||||||||
Tradenames | 10,342 | — | 10,342 | ||||||||||
Covenants not to compete | 590 | — | 590 | ||||||||||
Technology | 1,870 | — | 1,870 | ||||||||||
Goodwill | 136,034 | 468 | 136,502 | ||||||||||
Net deferred tax liability associated with step-up in book basis | (9,041 | ) | — | (9,041 | ) | ||||||||
Assets acquired and liabilities assumed, net | 3,785 | (377 | ) | 3,408 | |||||||||
Totals | 194,682 | 91 | 194,773 | ||||||||||
2015 Acquisitions [Member] | |||||||||||||
Note 3 - Acquisitions (Tables) [Line Items] | |||||||||||||
Schedule of Preliminary Purchase Price Allocation [Table Text Block] | Preliminary | ||||||||||||
purchase price | |||||||||||||
allocation | |||||||||||||
31-Mar-15 | |||||||||||||
Equipment and leasehold improvements | $ | 22 | |||||||||||
Customer relationships | 1,080 | ||||||||||||
Tradename | 270 | ||||||||||||
Goodwill | 807 | ||||||||||||
Assets acquired and liabilities assumed, net | 120 | ||||||||||||
Total | $ | 2,299 |
Note_4_Property_Equipment_and_1
Note 4 - Property, Equipment and Leasehold Improvements (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
Property, Plant and Equipment [Table Text Block] | Estimated | December 31, | March 31, | ||||||||||
useful lives | |||||||||||||
(years) | 2014 | 2015 | |||||||||||
Building | 15 | $ | 2,553 | $ | 2,633 | ||||||||
Computer and office equipment | 3 | 19,160 | 17,126 | ||||||||||
Furniture and fixtures | 3 to 5 | 4,274 | 4,425 | ||||||||||
Leasehold improvements | Lease term | 4,836 | 4,776 | ||||||||||
30,824 | 28,960 | ||||||||||||
Less accumulated depreciation and amortization | 15,098 | 12,905 | |||||||||||
Totals | $ | 15,726 | $ | 16,055 |
Note_5_Goodwill_and_Intangible1
Note 5 - Goodwill and Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||
Schedule of Goodwill [Table Text Block] | United | United | |||||||||||||||||||
States | Canada | Kingdom | Australia | Total | |||||||||||||||||
Balance at December 31, 2014 | $ | 401,560 | $ | 17,178 | $ | 38,354 | $ | 38,587 | $ | 495,679 | |||||||||||
Goodwill acquired during the year | 807 | — | — | — | 807 | ||||||||||||||||
Adjustments to prior year acquisitions | 468 | — | — | — | 468 | ||||||||||||||||
Effect of foreign currency translation | — | (2,021 | ) | (1,868 | ) | (3,058 | ) | (6,947 | ) | ||||||||||||
Balance at March 31, 2015 | $ | 402,835 | $ | 15,157 | $ | 36,486 | $ | 35,529 | $ | 490,007 | |||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | 31-Dec-14 | ||||||||||||||||||||
Estimated | Gross | Accumulated | Net | ||||||||||||||||||
useful lives | carrying | amortization | carrying | ||||||||||||||||||
(months) | amount | value | |||||||||||||||||||
Amortizable intangible assets: | |||||||||||||||||||||
Customer relationships | 40 to 60 | $ | 244,211 | $ | (167,943 | ) | $ | 76,268 | |||||||||||||
Tradenames | 45 to 84 | 68,264 | (45,901 | ) | 22,363 | ||||||||||||||||
Covenants not to compete | 36 | 6,761 | (4,116 | ) | 2,645 | ||||||||||||||||
Technology | 24 to 40 | 9,188 | (7,881 | ) | 1,307 | ||||||||||||||||
Totals | $ | 328,424 | $ | (225,841 | ) | $ | 102,583 | ||||||||||||||
31-Mar-15 | |||||||||||||||||||||
Estimated | Gross | Accumulated | Net | ||||||||||||||||||
useful lives | carrying | amortization | carrying | ||||||||||||||||||
(months) | amount | value | |||||||||||||||||||
Amortizable intangible assets: | |||||||||||||||||||||
Customer relationships | 40 to 60 | $ | 239,707 | $ | (174,154 | ) | $ | 65,553 | |||||||||||||
Tradenames | 45 to 84 | 67,176 | (47,146 | ) | 20,030 | ||||||||||||||||
Covenants not to compete | 36 | 9,487 | (4,578 | ) | 4,909 | ||||||||||||||||
Technology | 24 to 40 | 9,048 | (7,912 | ) | 1,136 | ||||||||||||||||
Totals | $ | 325,418 | $ | (233,790 | ) | $ | 91,628 | ||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amount | ||||||||||||||||||||
Nine months ended December 31, 2015 | $ | 33,846 | |||||||||||||||||||
Year ended December 31: | |||||||||||||||||||||
2016 | 33,633 | ||||||||||||||||||||
2017 | 21,172 | ||||||||||||||||||||
2018 | 2,094 | ||||||||||||||||||||
2019 | 883 | ||||||||||||||||||||
Total | $ | 91,628 |
Note_6_Accrued_Expenses_Tables
Note 6 - Accrued Expenses (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Schedule of Accrued Liabilities [Table Text Block] | 31-Dec-14 | March 31, | |||||||
2015 | |||||||||
Accrued compensation and benefits | $ | 15,041 | $ | 14,416 | |||||
Accrued selling and professional fees | 4,202 | 3,892 | |||||||
Accrued income, value added and other taxes | 26,576 | 26,954 | |||||||
Accrued medical panel fees | 4,391 | 3,890 | |||||||
Other accrued expenses | 3,768 | 3,293 | |||||||
Totals | $ | 53,978 | $ | 52,445 |
Note_9_Commitments_and_Conting1
Note 9 - Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Operating Leases of Lessee Disclosure [Table Text Block] | Amount | ||||
Nine months ended December 31, 2015 | $ | 9,835 | |||
Year ended December 31: | |||||
2016 | 11,335 | ||||
2017 | 9,747 | ||||
2018 | 7,977 | ||||
2019 | 5,423 | ||||
Thereafter | 5,043 | ||||
Total | $ | 49,360 |
Note_10_Longterm_Debt_Tables
Note 10 - Long-term Debt (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||
Schedule of Debt [Table Text Block] | December 31, | March 31, | |||||||||||||||||||||||
2014 | 2015 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Senior Unsecured Notes Payable (a) | $ | 250,000 | $ | 250,000 | |||||||||||||||||||||
Senior Secured Revolving Credit Facility, Bank of America, N.A. (b) | 143,853 | 140,000 | |||||||||||||||||||||||
Working capital facilities, Barclays (c) | 40,396 | 38,447 | |||||||||||||||||||||||
434,249 | 428,447 | ||||||||||||||||||||||||
Less current portion | 40,396 | — | |||||||||||||||||||||||
$ | 393,853 | $ | 428,447 | ||||||||||||||||||||||
Schedule of Guarantor Obligations [Table Text Block] | Pricing | Consolidated Senior | Commitment | Letter of | Eurocurrency | Base Rate | |||||||||||||||||||
Tier | Secured Leverage Ratio | Fee/Unused | Credit Fee | Rate Loans | Loans | ||||||||||||||||||||
Line Fee | |||||||||||||||||||||||||
1 | ≥ | 2.5 | to 1.0 | 0.5 | % | 3.75 | % | 3.75 | % | 2.75 | % | ||||||||||||||
2 | ≥ | 2 | to 1.0 but < | 2.5 | to 1.0 | 0.45 | % | 3.5 | % | 3.5 | % | 2.5 | % | ||||||||||||
3 | ≥ | 1.5 | to 1.0 but < | 2 | to 1.0 | 0.4 | % | 3.25 | % | 3.25 | % | 2.25 | % | ||||||||||||
4 | ≥ | 1 | to 1.0 but < | 1.5 | to 1.0 | 0.35 | % | 3 | % | 3 | % | 2 | % | ||||||||||||
5 | < | 1 | to 1.0 | 0.3 | % | 2.75 | % | 2.75 | % | 1.75 | % |
Note_12_Income_Taxes_Tables
Note 12 - Income Taxes (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Income Tax Disclosure [Abstract] | |||||
Summary of Income Tax Contingencies [Table Text Block] | Balance at January 1, 2015 | $ | 1,593 | ||
Increase to prior year tax positions | 11 | ||||
Increase to current year tax positions | — | ||||
Expiration of the statute of limitations for the assessment of taxes | — | ||||
Decrease related to settlements | — | ||||
Balance at March 31, 2015 | $ | 1,604 |
Note_13_Segment_and_Geographic1
Note 13 - Segment and Geographical Information (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||
Revenue from External Customers by Products and Services [Table Text Block] | Revenues: | For the three months ended March 31, | |||||||||||||||||||
2014 | 2015 | ||||||||||||||||||||
IME and other related services (1) | $ | 154,540 | $ | 167,345 | |||||||||||||||||
Peer and bill reviews, Medicare compliance services and case management services (1) | 18,488 | 28,971 | |||||||||||||||||||
Total revenues | $ | 173,028 | $ | 196,316 | |||||||||||||||||
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | United | United | |||||||||||||||||||
States | Canada | Kingdom | Australia | Total | |||||||||||||||||
Three months ended March 31, 2014 | |||||||||||||||||||||
Revenues | $ | 106,049 | $ | 7,507 | $ | 42,053 | $ | 17,419 | $ | 173,028 | |||||||||||
Segment profit | 15,954 | 1,098 | 7,081 | 3,877 | 28,010 | ||||||||||||||||
Depreciation and amortization expense | 7,720 | 811 | 3,175 | 2,636 | 14,342 | ||||||||||||||||
Capital expenditures | (402 | ) | — | (290 | ) | (20 | ) | (712 | ) | ||||||||||||
Total assets (3) | 488,362 | 28,293 | 230,597 | 100,373 | 847,625 | ||||||||||||||||
Long-lived assets (3) | 403,354 | 21,169 | 105,373 | 88,856 | 618,752 | ||||||||||||||||
Three months ended March 31, 2015 | |||||||||||||||||||||
Revenues | $ | 121,718 | $ | 7,949 | $ | 47,444 | $ | 19,205 | $ | 196,316 | |||||||||||
Segment profit | 19,522 | 634 | 7,699 | 4,097 | 31,952 | ||||||||||||||||
Depreciation and amortization expense | 9,411 | 582 | 2,383 | 2,472 | 14,848 | ||||||||||||||||
Capital expenditures | (1,670 | ) | (114 | ) | (189 | ) | (256 | ) | (2,229 | ) | |||||||||||
Total assets (3) | 602,005 | 22,343 | 236,186 | 83,228 | 943,762 | ||||||||||||||||
Long-lived assets (3) | 471,040 | 15,613 | 92,703 | 68,227 | 647,583 | ||||||||||||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | For the three months ended March 31, | ||||||||||||||||||||
2014 | 2015 | ||||||||||||||||||||
Segment Profit | 28,010 | 31,952 | |||||||||||||||||||
Depreciation and amortization | (14,342 | ) | (14,848 | ) | |||||||||||||||||
Share-based compensation expense | (5,353 | ) | (6,136 | ) | |||||||||||||||||
Acquisition related transaction costs | (1,192 | ) | 382 | ||||||||||||||||||
Other expenses | — | (210 | ) | ||||||||||||||||||
Income from operations | $ | 7,123 | $ | 11,140 |
Note_14_Condensed_Consolidatin1
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Condensed Consolidating Financial Information Of Guarantor Subsidiaries [Abstract] | |||||||||||||||||||||
Condensed Income Statement [Table Text Block] | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | ExamWorks Group, Inc. (Parent Corporation) | Consolidation and Elimination Entries | Consolidated Totals | ||||||||||||||||
Revenues | $ | 106,049 | $ | 66,979 | $ | — | $ | — | $ | 173,028 | |||||||||||
Costs and expenses: | |||||||||||||||||||||
Costs of revenues | 71,067 | 39,968 | — | — | 111,035 | ||||||||||||||||
Selling, general and administrative expenses | 21,705 | 18,823 | — | — | 40,528 | ||||||||||||||||
Depreciation and amortization | 7,720 | 6,622 | — | — | 14,342 | ||||||||||||||||
Total costs and expenses | 100,492 | 65,413 | — | — | 165,905 | ||||||||||||||||
Income from operations | 5,557 | 1,566 | — | — | 7,123 | ||||||||||||||||
Interest and other expenses, net | 5,692 | 1,885 | — | — | 7,577 | ||||||||||||||||
Loss before income taxes | (135 | ) | (319 | ) | — | — | (454 | ) | |||||||||||||
Provision (benefit) for income taxes | (1,642 | ) | 1,477 | — | — | (165 | ) | ||||||||||||||
Net loss before earnings of consolidated subsidiaries | $ | 1,507 | $ | (1,796 | ) | $ | — | $ | — | $ | (289 | ) | |||||||||
Net income (loss) of consolidated subsidiaries | (1,796 | ) | — | (1,796 | ) | 3,592 | — | ||||||||||||||
Net income (loss) | $ | (289 | ) | $ | (1,796 | ) | $ | (1,796 | ) | $ | 3,592 | $ | (289 | ) | |||||||
Guarantor Subsidiaries | Non-Guarantor Subsidiaries | ExamWorks Group, Inc. (Parent Corporation) | Consolidation and Elimination Entries | Consolidated Totals | |||||||||||||||||
Revenues | $ | 121,718 | $ | 74,598 | $ | — | $ | — | $ | 196,316 | |||||||||||
Costs and expenses: | |||||||||||||||||||||
Costs of revenues | 82,334 | 45,842 | — | — | 128,176 | ||||||||||||||||
Selling, general and administrative expenses | 23,014 | 19,138 | — | — | 42,152 | ||||||||||||||||
Depreciation and amortization | 9,411 | 5,437 | — | — | 14,848 | ||||||||||||||||
Total costs and expenses | 114,759 | 70,417 | — | — | 185,176 | ||||||||||||||||
Income from operations | 6,959 | 4,181 | — | — | 11,140 | ||||||||||||||||
Interest and other expenses, net | 6,409 | 1,595 | — | — | 8,004 | ||||||||||||||||
Income before income taxes | 550 | 2,586 | — | — | 3,136 | ||||||||||||||||
Provision (benefit) for income taxes | (594 | ) | 1,706 | — | — | 1,112 | |||||||||||||||
Net income before earnings of consolidated subsidiaries | $ | 1,144 | $ | 880 | $ | — | $ | — | $ | 2,024 | |||||||||||
Net income (loss) of consolidated subsidiaries | 880 | — | 880 | (1,760 | ) | — | |||||||||||||||
Net income (loss) | $ | 2,024 | $ | 880 | $ | 880 | $ | (1,760 | ) | $ | 2,024 | ||||||||||
Condensed Balance Sheet [Table Text Block] | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | ExamWorks Group, Inc. (Parent Corporation) | Consolidation and Elimination Entries | Consolidated Totals | ||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 388 | $ | 9,363 | $ | — | $ | — | $ | 9,751 | |||||||||||
Accounts receivable, net | 55,684 | 147,505 | — | — | 203,189 | ||||||||||||||||
Intercompany receivable | 42,002 | — | 10,667 | (52,669 | ) | — | |||||||||||||||
Prepaid expenses | 8,248 | 5,557 | — | — | 13,805 | ||||||||||||||||
Deferred tax assets | 3,780 | — | — | (4 | ) | 3,776 | |||||||||||||||
Other current assets | 272 | 1,165 | — | — | 1,437 | ||||||||||||||||
Total current assets | 110,374 | 163,590 | 10,667 | (52,673 | ) | 231,958 | |||||||||||||||
Property, equipment and leasehold improvements, net | 10,394 | 5,332 | — | — | 15,726 | ||||||||||||||||
Investment in subsidiaries | 217,344 | — | 591,435 | (808,779 | ) | — | |||||||||||||||
Intercompany notes receivable | 174,464 | — | 174,464 | (348,928 | ) | — | |||||||||||||||
Goodwill | 387,104 | 108,575 | — | — | 495,679 | ||||||||||||||||
Intangible assets, net | 64,530 | 38,053 | — | — | 102,583 | ||||||||||||||||
Long-term accounts receivable, less current portion | — | 46,401 | — | — | 46,401 | ||||||||||||||||
Deferred tax assets, noncurrent | 22,505 | 7,177 | — | — | 29,682 | ||||||||||||||||
Deferred financing costs, net | 6,140 | 29 | — | — | 6,169 | ||||||||||||||||
Other assets | 663 | 1,283 | — | — | 1,946 | ||||||||||||||||
Total assets | $ | 993,518 | $ | 370,440 | $ | 776,566 | $ | (1,210,380 | ) | $ | 930,144 | ||||||||||
Liabilities and Stockholders’ Equity (Deficit) | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | 20,163 | $ | 36,870 | $ | — | $ | — | $ | 57,033 | |||||||||||
Intercompany payable | 10,667 | 42,002 | — | (52,669 | ) | — | |||||||||||||||
Accrued expenses | 23,904 | 30,074 | — | — | 53,978 | ||||||||||||||||
Accrued interest expense | — | — | 10,667 | — | 10,667 | ||||||||||||||||
Deferred revenue | 244 | 6,158 | — | — | 6,402 | ||||||||||||||||
Deferred tax liability | — | 4 | — | (4 | ) | — | |||||||||||||||
Current portion of contingent earnout obligation | — | 4,473 | — | — | 4,473 | ||||||||||||||||
Current portion of working capital facilities | — | 40,396 | — | — | 40,396 | ||||||||||||||||
Other current liabilities | 2,363 | 4,587 | — | — | 6,950 | ||||||||||||||||
Total current liabilities | 57,341 | 164,564 | 10,667 | (52,673 | ) | 179,899 | |||||||||||||||
Senior unsecured notes payable | — | — | 250,000 | — | 250,000 | ||||||||||||||||
Senior secured revolving credit facility and working capital facilities, less current portion | — | — | 143,853 | — | 143,853 | ||||||||||||||||
Intercompany notes payable | 174,464 | 174,464 | — | (348,928 | ) | — | |||||||||||||||
Long-term contingent earnout obligation, less current portion | — | 2,114 | — | — | 2,114 | ||||||||||||||||
Other long-term liabilities | 1,795 | 7,608 | — | — | 9,403 | ||||||||||||||||
Total liabilities | 233,600 | 348,750 | 404,520 | (401,601 | ) | 585,269 | |||||||||||||||
Commitments and contingencies | |||||||||||||||||||||
Stockholders’ equity (deficit) | 759,918 | 21,690 | 372,046 | (808,779 | ) | 344,875 | |||||||||||||||
Total liabilities and stockholders' equity (deficit) | $ | 993,518 | $ | 370,440 | $ | 776,566 | $ | (1,210,380 | ) | $ | 930,144 | ||||||||||
Guarantor Subsidiaries | Non-Guarantor Subsidiaries | ExamWorks Group, Inc. (Parent Corporation) | Consolidation and Elimination Entries | Consolidated Totals | |||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 9,202 | $ | 11,080 | $ | — | $ | — | $ | 20,282 | |||||||||||
Accounts receivable, net | 57,518 | 148,241 | — | — | 205,759 | ||||||||||||||||
Intercompany receivable | 44,998 | — | 5,027 | (50,025 | ) | — | |||||||||||||||
Prepaid expenses | 7,991 | 4,597 | — | — | 12,588 | ||||||||||||||||
Deferred tax assets | 3,938 | 101 | — | — | 4,039 | ||||||||||||||||
Other current assets | 958 | 1,113 | — | — | 2,071 | ||||||||||||||||
Total current assets | 124,605 | 165,132 | 5,027 | (50,025 | ) | 244,739 | |||||||||||||||
Property, equipment and leasehold improvements, net | 11,118 | 4,937 | — | — | 16,055 | ||||||||||||||||
Investment in subsidiaries | 218,225 | — | 594,614 | (812,839 | ) | — | |||||||||||||||
Intercompany notes receivable | 174,385 | — | 174,385 | (348,770 | ) | — | |||||||||||||||
Goodwill | 388,379 | 101,628 | — | — | 490,007 | ||||||||||||||||
Intangible assets, net | 60,527 | 31,101 | — | — | 91,628 | ||||||||||||||||
Long-term accounts receivable, less current portion | — | 47,743 | — | — | 47,743 | ||||||||||||||||
Deferred tax assets, noncurrent | 38,661 | 7,076 | — | — | 45,737 | ||||||||||||||||
Deferred financing costs, net | 5,690 | 14 | — | — | 5,704 | ||||||||||||||||
Other assets | 695 | 1,454 | — | — | 2,149 | ||||||||||||||||
Total assets | $ | 1,022,285 | $ | 359,085 | $ | 774,026 | $ | (1,211,634 | ) | $ | 943,762 | ||||||||||
Liabilities and Stockholders’ Equity (Deficit) | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | 21,126 | $ | 36,311 | $ | — | $ | — | $ | 57,437 | |||||||||||
Intercompany payable | 5,027 | 44,998 | — | (50,025 | ) | — | |||||||||||||||
Accrued expenses | 23,343 | 29,102 | — | — | 52,445 | ||||||||||||||||
Accrued interest expense | — | — | 5,027 | — | 5,027 | ||||||||||||||||
Deferred revenue | 300 | 5,126 | — | — | 5,426 | ||||||||||||||||
Current portion of contingent earnout obligation | — | 4,393 | — | — | 4,393 | ||||||||||||||||
Other current liabilities | 2,634 | 4,601 | — | — | 7,235 | ||||||||||||||||
Total current liabilities | 52,430 | 124,531 | 5,027 | (50,025 | ) | 131,963 | |||||||||||||||
Senior unsecured notes payable | — | — | 250,000 | — | 250,000 | ||||||||||||||||
Senior secured revolving credit facility and working capital facilities, less current portion | — | 38,447 | 140,000 | — | 178,447 | ||||||||||||||||
Intercompany notes payable | 174,385 | 174,385 | — | (348,770 | ) | — | |||||||||||||||
Deferred tax liability, noncurrent | 10,580 | — | — | — | 10,580 | ||||||||||||||||
Other long-term liabilities | 3,364 | 8,255 | — | — | 11,619 | ||||||||||||||||
Total liabilities | 240,759 | 345,618 | 395,027 | (398,795 | ) | 582,609 | |||||||||||||||
Commitments and contingencies | |||||||||||||||||||||
Stockholders’ equity (deficit) | 781,526 | 13,467 | 378,999 | (812,839 | ) | 361,153 | |||||||||||||||
Total liabilities and stockholders' equity (deficit) | $ | 1,022,285 | $ | 359,085 | $ | 774,026 | $ | (1,211,634 | ) | $ | 943,762 | ||||||||||
Condensed Cash Flow Statement [Table Text Block] | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | ExamWorks Group, Inc. (Parent Corporation) | Consolidation and Elimination Entries | Consolidated Totals | ||||||||||||||||
Net cash provided by operating activities | $ | 1,369 | $ | 1,836 | $ | — | $ | — | $ | 3,205 | |||||||||||
Investing activities: | |||||||||||||||||||||
Cash paid for acquisitions, net | (87,615 | ) | (9,538 | ) | — | — | (97,153 | ) | |||||||||||||
Purchases of building, equipment and leasehold improvements, net | (402 | ) | (310 | ) | — | — | (712 | ) | |||||||||||||
Working capital and other settlements for acquisitions | — | (1,142 | ) | — | — | (1,142 | ) | ||||||||||||||
Cash paid for foreign currency net investment hedges | (3,356 | ) | — | — | — | (3,356 | ) | ||||||||||||||
Other | (839 | ) | — | — | — | (839 | ) | ||||||||||||||
Net cash used in investing activities | (92,212 | ) | (10,990 | ) | — | — | (103,202 | ) | |||||||||||||
Financing activities: | |||||||||||||||||||||
Borrowings under senior secured revolving credit facility | — | — | 121,012 | — | 121,012 | ||||||||||||||||
Proceeds from the exercise of options and warrants | — | — | 14,637 | — | 14,637 | ||||||||||||||||
Excess tax benefit related to share-based compensation | — | — | 6,190 | — | 6,190 | ||||||||||||||||
Net borrowings under working capital facilities | — | 4,123 | — | — | 4,123 | ||||||||||||||||
Payment of deferred financing costs | — | — | (225 | ) | — | (225 | ) | ||||||||||||||
Repayment of subordinated unsecured notes payable | (333 | ) | — | — | — | (333 | ) | ||||||||||||||
Repayment under senior secured revolving credit facility | — | — | (50,000 | ) | — | (50,000 | ) | ||||||||||||||
Intercompany notes and investments and other | 91,614 | — | (91,614 | ) | — | — | |||||||||||||||
Net cash provided by financing activities | 91,281 | 4,123 | — | — | 95,404 | ||||||||||||||||
Exchange rate impact on cash and cash equivalents | — | 268 | — | — | 268 | ||||||||||||||||
Net increase (decrease) in cash and cash equivalents | 438 | (4,763 | ) | — | — | (4,325 | ) | ||||||||||||||
Cash and cash equivalents, beginning of period | 760 | 12,069 | — | — | 12,829 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 1,198 | $ | 7,306 | $ | — | $ | — | $ | 8,504 | |||||||||||
Guarantor Subsidiaries | Non-Guarantor Subsidiaries | ExamWorks Group, Inc. (Parent Corporation) | Consolidation and Elimination Entries | Consolidated Totals | |||||||||||||||||
Net cash provided by operating activities | $ | 2,226 | $ | 3,938 | $ | — | $ | — | $ | 6,164 | |||||||||||
Investing activities: | |||||||||||||||||||||
Cash paid for acquisitions, net | (2,299 | ) | — | — | — | (2,299 | ) | ||||||||||||||
Purchases of building, equipment and leasehold improvements, net | (1,670 | ) | (559 | ) | — | — | (2,229 | ) | |||||||||||||
Working capital and other settlements for acquisitions | (91 | ) | — | — | — | (91 | ) | ||||||||||||||
Proceeds from foreign currency net investment hedges | 4,812 | — | — | — | 4,812 | ||||||||||||||||
Other | (1,250 | ) | — | — | — | (1,250 | ) | ||||||||||||||
Net cash used in investing activities | (498 | ) | (559 | ) | — | — | (1,057 | ) | |||||||||||||
Financing activities: | |||||||||||||||||||||
Borrowings under senior secured revolving credit facility | — | — | 25,478 | — | 25,478 | ||||||||||||||||
Proceeds from the exercise of options and warrants | — | — | 8,855 | — | 8,855 | ||||||||||||||||
Excess tax benefit related to share-based compensation | — | — | 2,086 | — | 2,086 | ||||||||||||||||
Net repayments under working capital facilities | — | (132 | ) | — | — | (132 | ) | ||||||||||||||
Repayment of contingent earnout obligation | — | (1,023 | ) | — | — | (1,023 | ) | ||||||||||||||
Repayment under senior secured revolving credit facility | — | — | (29,331 | ) | — | (29,331 | ) | ||||||||||||||
Intercompany notes and investments and other | 7,088 | — | (7,088 | ) | — | — | |||||||||||||||
Net cash provided by financing activities | 7,088 | (1,155 | ) | — | — | 5,933 | |||||||||||||||
Exchange rate impact on cash and cash equivalents | — | (509 | ) | — | — | (509 | ) | ||||||||||||||
Net increase (decrease) in cash and cash equivalents | 8,816 | 1,715 | — | — | 10,531 | ||||||||||||||||
Cash and cash equivalents, beginning of period | 388 | 9,363 | — | — | 9,751 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 9,204 | $ | 11,078 | $ | — | $ | — | $ | 20,282 |
Note_1_Nature_of_Operations_an1
Note 1 - Nature of Operations and Basis of Presentation (Details) | 81 Months Ended | 87 Months Ended |
Mar. 31, 2015 | Mar. 31, 2015 | |
Disclosure Text Block [Abstract] | ||
Number of Businesses Acquired | 50 | 51 |
Number Of Service Centers | 65 | 65 |
Number of States in which Entity Operates | 50 | 50 |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2012 | Jul. 31, 2011 | Nov. 30, 2010 | |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Cash Equivalents, at Carrying Value | $0 | $0 | |||||
Allowance for Doubtful Accounts Receivable | 10,300,000 | 9,900,000 | |||||
Cash and Cash Equivalents, at Carrying Value | 20,282,000 | 8,504,000 | 9,751,000 | 12,829,000 | |||
Cash, FDIC Insured Amount | 250,000 | ||||||
Impairment of Long-Lived Assets Held-for-use | 0 | 0 | |||||
Interest Expense | 587,000 | 571,000 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 7,800,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $19.37 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | -2,200,000 | ||||||
Business Combination Contingent Consideration Settled In Cash | 66,000 | ||||||
Increase Decrease In Interest And Other Expense Related To Contingent Consideration | 941,000 | ||||||
Employee Stock Option [Member] | Cost of Sales [Member] | |||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Allocated Share-based Compensation Expense | 469,000 | 694,000 | |||||
Employee Stock Option [Member] | Selling, General and Administrative Expenses [Member] | |||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Allocated Share-based Compensation Expense | 1,400,000 | 2,100,000 | |||||
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, Net of Forfeitures (in Shares) | 30,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $19.37 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value (in Dollars per share) | $581,000 | ||||||
Allocated Share-based Compensation Expense | 1,900,000 | 2,800,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 8,100,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 255 days | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 16,900,000 | ||||||
Time Lapse Restricted Stock and RSUs [Member] | Minimum [Member] | |||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||
Time Lapse Restricted Stock and RSUs [Member] | Maximum [Member] | |||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||
Restricted Stock and RSUs [Member] | Selling, General and Administrative Expenses [Member] | |||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Allocated Share-based Compensation Expense | 4,100,000 | 2,000,000 | |||||
Restricted Stock and RSUs [Member] | |||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 32,900,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 3,200,000 | 2,000,000 | |||||
Restricted Stock Units (RSUs) [Member] | |||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period (in Shares) | 122,000 | ||||||
Selling, General and Administrative Expenses [Member] | |||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Allocated Share-based Compensation Expense | 130,000 | 539,000 | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Concentration Risk, Percentage | 16.00% | 14.00% | |||||
UNITED STATES | |||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Cash and Cash Equivalents, at Carrying Value | 9,200,000 | ||||||
UNITED KINGDOM | |||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Deferred Revenue | 3,800,000 | 4,400,000 | |||||
2014 Acquisitions [Member] | |||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Business Combination Contingent Consideration Settled In Cash | 1,000,000 | ||||||
Exchange Notes [Member] | |||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||
Senior Unsecured Notes [Member] | |||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Deferred Finance Costs, Gross | 7,100,000 | 7,100,000 | |||||
Debt Instrument, Term | 8 years | ||||||
Senior Secured Revolving Credit Facility [Member] | |||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Debt Instrument, Term | 5 years | ||||||
Senior Secured Revolving Credit Facility [Member] | |||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Deferred Finance Costs, Gross | 8,300,000 | ||||||
Deferred Financing Costs Incurred | 225,000 | ||||||
Senior Notes | $250,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% |
Note_2_Summary_of_Significant_3
Note 2 - Summary of Significant Accounting Policies (Details) - Basic and Diluted Net Income per Share Computational Data (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Basic and Diluted Net Income per Share Computational Data [Abstract] | ||
Net income (in Dollars) | $2,024 | ($289) |
Weighted average basic shares outstanding: | ||
Common stock | 40,418 | 37,089 |
Weighted average diluted shares outstanding: | ||
Common stock | 40,418 | 37,089 |
Dilutive securities | 2,262 | |
Total | 42,680 | 37,089 |
Note_2_Summary_of_Significant_4
Note 2 - Summary of Significant Accounting Policies (Details) - Assumptions Utilized for Stock Option Grants (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Assumptions Utilized for Stock Option Grants [Abstract] | |
Volatility | 48.59% |
Expected life (years) | 6 years |
Risk-free interest rate | 2.01% |
Fair value (in Dollars per share) | $19.37 |
Note_2_Summary_of_Significant_5
Note 2 - Summary of Significant Accounting Policies (Details) - Stock Option Activity (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Stock Option Activity [Abstract] | ||
Outstanding | 4,350,127 | 4,965,947 |
Outstanding - weighted average exercise price | $12.95 | $12.96 |
Exercisable at March 31, 2015 | 3,745,257 | |
Exercisable at March 31, 2015 | $10.26 | |
Exercisable at March 31, 2015 | 5 years 328 days | |
Exercisable at March 31, 2015 | $117,454 | |
Options granted | 30,000 | |
Options granted | $40.22 | |
Options forfeited | -15,000 | |
Options forfeited | $25.44 | |
Options exercised | -630,820 | |
Options exercised | $14.04 |
Note_2_Summary_of_Significant_6
Note 2 - Summary of Significant Accounting Policies (Details) - Non-vested Restricted Share and RSU Activity (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Non-vested Restricted Share and RSU Activity [Abstract] | ||
Non-vested awards | 1,308,342 | 880,433 |
Non-vested awards, weighted average grant date fair value | $33.50 | $25.46 |
Awards granted | 612,637 | |
Awards granted | $40.54 | |
Awards vested | -176,848 | |
Awards vested | $18 | |
Awards forfeited | -7,880 | |
Awards forfeited | $30.46 |
Note_2_Summary_of_Significant_7
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Inputs, Level 1 [Member] | Contingent Consideration [Member] | ||
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis [Line Items] | ||
Financial instruments, fair value | $0 | |
Fair Value, Inputs, Level 2 [Member] | Foreign Currency Derivative Asset [Member] | ||
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis [Line Items] | ||
Financial instruments, fair value | 958 | 272 |
Fair Value, Inputs, Level 2 [Member] | Foreign Currency Derivative Liability [Member] | ||
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis [Line Items] | ||
Financial instruments, fair value | -159 | |
Fair Value, Inputs, Level 3 [Member] | Contingent Consideration [Member] | ||
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis [Line Items] | ||
Financial instruments, fair value | -4,393 | -6,587 |
Contingent Consideration [Member] | ||
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis [Line Items] | ||
Financial instruments, fair value | -4,393 | -6,587 |
Foreign Currency Derivative Asset [Member] | ||
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis [Line Items] | ||
Financial instruments, fair value | 958 | 272 |
Foreign Currency Derivative Liability [Member] | ||
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis [Line Items] | ||
Financial instruments, fair value | ($159) |
Note_2_Summary_of_Significant_8
Note 2 - Summary of Significant Accounting Policies (Details) - Accumulated Other Comprehensive Income (Loss) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance - foreign currency translation | ($27,129) | ($18,026) | |
Total | -20,253 | -14,376 | |
Total activity in 2015 | -9,103 | ||
Total activity in 2015 | -5,877 | -825 | |
Change during 2015: | |||
Before-tax amount | -13,310 | ||
Before-tax amount | -7,971 | ||
Tax (expense) benefit | 4,207 | ||
Tax (expense) benefit | 2,094 | ||
Investment Hedge Foreign Exchange Contract [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance - net investment hedge | 6,671 | 3,445 | |
Total activity in 2015 | 3,226 | ||
Change during 2015: | |||
Before-tax amount | 5,339 | ||
Tax (expense) benefit | -2,113 | ||
Investment Hedge Australian Denominated Debt [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance - net investment hedge | $205 | $205 |
Note_3_Acquisitions_Details
Note 3 - Acquisitions (Details) (USD $) | 3 Months Ended | 81 Months Ended | 87 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Note 3 - Acquisitions (Details) [Line Items] | |||||
Number of Businesses Acquired | 50 | 51 | |||
Business Combination, Acquisition Related Costs | ($382,000) | $1,192,000 | |||
Business Combination, Pro Forma Information, Adjustments to Interest and Other Expenses Related to Funding of Acquisition | 393,000 | ||||
Business Combination, Pro Forma Information, Incremental Depreciation and Amoritzation | 2,400,000 | ||||
Business Combination, Pro Forma Information, Adjustments to Selling, General and Administrative Expense | 4,100,000 | ||||
Scenario, Adjustment [Member] | 2014 Acquisitions [Member] | |||||
Note 3 - Acquisitions (Details) [Line Items] | |||||
Business Combination, Consideration Transferred | 91,000 | 91,000 | |||
Selling, General and Administrative Expenses [Member] | 2014 Acquisitions [Member] | |||||
Note 3 - Acquisitions (Details) [Line Items] | |||||
Business Combination, Acquisition Related Costs | 0 | 753,000 | |||
2014 Acquisitions [Member] | |||||
Note 3 - Acquisitions (Details) [Line Items] | |||||
Business Combination, Consideration Transferred | 194,773,000 | 194,800,000 | |||
Payments to Acquire Businesses, Gross | 189,000,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 1,100,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 6,900,000 | ||||
Business Acquisition, Transaction Costs | 1,600,000 | ||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 116,500,000 | 116,500,000 | 116,500,000 | ||
Business Acquisition Purchase Price Allocation Intangible Assets Expected Tax Deductible Amount | 36,700,000 | 36,700,000 | 36,700,000 | ||
2015 Acquisitions [Member] | |||||
Note 3 - Acquisitions (Details) [Line Items] | |||||
Business Combination, Consideration Transferred | 2,299,000 | ||||
Payments to Acquire Businesses, Gross | 2,700,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 405,000 | 405,000 | 405,000 | ||
Business Acquisition, Transaction Costs | 52,000 | 52,000 | 52,000 | ||
Business Combination, Acquisition Related Costs | 0 | 0 | |||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 807,000 | 807,000 | 807,000 | ||
Business Acquisition Purchase Price Allocation Intangible Assets Expected Tax Deductible Amount | 1,400,000 | 1,400,000 | 1,400,000 | ||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 616,000 | ||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | ($19,000) |
Note_3_Acquisitions_Details_Pr
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | ||||
Goodwill | $490,007,000 | [1] | $495,679,000 | [1] |
Scenario, Previously Reported [Member] | 2014 Acquisitions [Member] | Customer Relationships [Member] | ||||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | ||||
Intangible assets | 50,216,000 | |||
Scenario, Previously Reported [Member] | 2014 Acquisitions [Member] | Trade Names [Member] | ||||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | ||||
Intangible assets | 10,342,000 | |||
Scenario, Previously Reported [Member] | 2014 Acquisitions [Member] | Noncompete Agreements [Member] | ||||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | ||||
Intangible assets | 590,000 | |||
Scenario, Previously Reported [Member] | 2014 Acquisitions [Member] | Technology-Based Intangible Assets [Member] | ||||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | ||||
Intangible assets | 1,870,000 | |||
Scenario, Previously Reported [Member] | 2014 Acquisitions [Member] | ||||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | ||||
Equipment and leasehold improvements | 886,000 | |||
Goodwill | 136,034,000 | |||
Net deferred tax liability associated with step-up in book basis | -9,041,000 | |||
Assets acquired and liabilities assumed, net | 3,785,000 | |||
Totals | 194,682,000 | |||
Scenario, Adjustment [Member] | 2014 Acquisitions [Member] | ||||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | ||||
Goodwill | 468,000 | |||
Assets acquired and liabilities assumed, net | -377,000 | |||
Totals | 91,000 | 91,000 | ||
2014 Acquisitions [Member] | Customer Relationships [Member] | ||||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | ||||
Intangible assets | 50,216,000 | |||
2014 Acquisitions [Member] | Trade Names [Member] | ||||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | ||||
Intangible assets | 10,342,000 | |||
2014 Acquisitions [Member] | Noncompete Agreements [Member] | ||||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | ||||
Intangible assets | 590,000 | |||
2014 Acquisitions [Member] | Technology-Based Intangible Assets [Member] | ||||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | ||||
Intangible assets | 1,870,000 | |||
2014 Acquisitions [Member] | ||||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | ||||
Equipment and leasehold improvements | 886,000 | |||
Goodwill | 136,502,000 | |||
Net deferred tax liability associated with step-up in book basis | -9,041,000 | |||
Assets acquired and liabilities assumed, net | 3,408,000 | |||
Totals | $194,773,000 | $194,800,000 | ||
[1] | Goodwill recorded in connection with certain tax benefits to be realized in the Company's U.S. income tax returns has been reflected in the United States segment. |
Note_3_Acquisitions_Details_Pr1
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2015 (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2015 [Line Items] | ||||
Goodwill | $490,007,000 | [1] | $495,679,000 | [1] |
2015 Acquisitions [Member] | Customer Relationships [Member] | ||||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2015 [Line Items] | ||||
Finite-lived intangible assets | 1,080,000 | |||
2015 Acquisitions [Member] | Trade Names [Member] | ||||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2015 [Line Items] | ||||
Finite-lived intangible assets | 270,000 | |||
2015 Acquisitions [Member] | ||||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2015 [Line Items] | ||||
Equipment and leasehold improvements | 22,000 | |||
Goodwill | 807,000 | |||
Assets acquired and liabilities assumed, net | 120,000 | |||
Total | $2,299,000 | |||
[1] | Goodwill recorded in connection with certain tax benefits to be realized in the Company's U.S. income tax returns has been reflected in the United States segment. |
Note_3_Acquisitions_Details_Pr2
Note 3 - Acquisitions (Details) - Pro Forma Results of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Pro Forma Results of Operations [Abstract] | ||
Pro forma revenues | $196,316 | $187,788 |
Pro forma net income (loss) | $2,024 | ($326) |
Pro forma income (loss) per share: Basic | $0.05 | ($0.01) |
Pro forma income (loss) per share: Diluted | $0.05 | ($0.01) |
Note_4_Property_Equipment_and_2
Note 4 - Property, Equipment and Leasehold Improvements (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $1.70 | $1.40 |
Note_4_Property_Equipment_and_3
Note 4 - Property, Equipment and Leasehold Improvements (Details) - Property, Equipment and Leasehold Improvements (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $28,960 | $30,824 |
Less accumulated depreciation and amortization | 12,905 | 15,098 |
Totals | 16,055 | 15,726 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 15 years | |
Property, plant, and equipment | 2,633 | 2,553 |
Computer and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Property, plant, and equipment | 17,126 | 19,160 |
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 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 4,425 | 4,274 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $4,776 | $4,836 |
Note_5_Goodwill_and_Intangible2
Note 5 - Goodwill and Intangible Assets (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $13.10 | $12.90 |
Note_5_Goodwill_and_Intangible3
Note 5 - Goodwill and Intangible Assets (Details) - Goodwill (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | |
Goodwill [Line Items] | ||
Balance | $495,679 | [1] |
Goodwill acquired during the year | 807 | [1] |
Adjustments to prior year acquisitions | 468 | [1] |
Effect of foreign currency translation | -6,947 | [1] |
Balance | 490,007 | [1] |
UNITED STATES | ||
Goodwill [Line Items] | ||
Balance | 401,560 | [1] |
Goodwill acquired during the year | 807 | [1] |
Adjustments to prior year acquisitions | 468 | [1] |
Effect of foreign currency translation | [1] | |
Balance | 402,835 | [1] |
CANADA | ||
Goodwill [Line Items] | ||
Balance | 17,178 | [1] |
Goodwill acquired during the year | [1] | |
Adjustments to prior year acquisitions | [1] | |
Effect of foreign currency translation | -2,021 | [1] |
Balance | 15,157 | [1] |
UNITED KINGDOM | ||
Goodwill [Line Items] | ||
Balance | 38,354 | [1] |
Goodwill acquired during the year | [1] | |
Adjustments to prior year acquisitions | [1] | |
Effect of foreign currency translation | -1,868 | [1] |
Balance | 36,486 | [1] |
AUSTRALIA | ||
Goodwill [Line Items] | ||
Balance | 38,587 | [1] |
Goodwill acquired during the year | [1] | |
Adjustments to prior year acquisitions | [1] | |
Effect of foreign currency translation | -3,058 | [1] |
Balance | $35,529 | [1] |
[1] | Goodwill recorded in connection with certain tax benefits to be realized in the Company's U.S. income tax returns has been reflected in the United States segment. |
Note_5_Goodwill_and_Intangible4
Note 5 - Goodwill and Intangible Assets (Details) - Intangible Assets (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Amortizable intangible assets: | ||
Gross carrying value | 325,418 | 328,424 |
Accumulated amortization | -233,790 | -225,841 |
Net carrying value | 91,628 | 102,583 |
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 |
Customer Relationships [Member] | ||
Amortizable intangible assets: | ||
Gross carrying value | 239,707 | 244,211 |
Accumulated amortization | -174,154 | -167,943 |
Net carrying value | 65,553 | 76,268 |
Trade Names [Member] | ||
Amortizable intangible assets: | ||
Gross carrying value | 67,176 | 68,264 |
Accumulated amortization | -47,146 | -45,901 |
Net carrying value | 20,030 | 22,363 |
Noncompete Agreements [Member] | ||
Amortizable intangible assets: | ||
Estimated useful lives | 36 months | 36 months |
Gross carrying value | 9,487 | 6,761 |
Accumulated amortization | -4,578 | -4,116 |
Net carrying value | 4,909 | 2,645 |
Unpatented Technology [Member] | ||
Amortizable intangible assets: | ||
Gross carrying value | 9,048 | 9,188 |
Accumulated amortization | -7,912 | -7,881 |
Net carrying value | 1,136 | 1,307 |
Note_5_Goodwill_and_Intangible5
Note 5 - Goodwill and Intangible Assets (Details) - Intangible Amortization Expense (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Intangible Amortization Expense [Abstract] | ||
Nine months ended December 31, 2015 | $33,846 | |
2016 | 33,633 | |
2017 | 21,172 | |
2018 | 2,094 | |
2019 | 883 | |
Total | $91,628 | $102,583 |
Note_6_Accrued_Expenses_Detail
Note 6 - Accrued Expenses (Details) - Accrued Expenses (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Accrued Expenses [Abstract] | ||
Accrued compensation and benefits | $14,416 | $15,041 |
Accrued selling and professional fees | 3,892 | 4,202 |
Accrued income, value added and other taxes | 26,954 | 26,576 |
Accrued medical panel fees | 3,890 | 4,391 |
Other accrued expenses | 3,293 | 3,768 |
Totals | $52,445 | $53,978 |
Note_7_Stockholders_Equity_Det
Note 7 - Stockholders' Equity (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Note 7 - Stockholders' Equity (Details) [Line Items] | ||
Treasury Stock, Shares, Acquired | 0 | |
Treasury Stock, Shares | 905,000 | 905,000 |
Treasury Stock Acquired, Average Cost Per Share (in Dollars per share) | $9.38 | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount (in Dollars) | $10.20 | |
Employee Stock Option [Member] | ||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 622,000 | |
Restricted Stock [Member] | 2014 Incentive Compensation Plan [Member] | Certain Officers and Employees [Member] | ||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |
Restricted Stock [Member] | Certain Officers and Employees [Member] | ||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value (in Dollars) | $3.70 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 3 years | |
Restricted Stock [Member] | ||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 67,000 | |
Warrant [Member] | ||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 8,000 | |
2014 Incentive Compensation Plan [Member] | Certain Officers and Employees [Member] | ||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 122,000 | |
Certain Officers and Employees [Member] | ||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 91,000 |
Note_8_Related_Party_Transacti1
Note 8 - Related Party Transactions (Details) (RedRidge Finance Group [Member], USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
RedRidge Finance Group [Member] | ||
Note 8 - Related Party Transactions (Details) [Line Items] | ||
Related Party Transaction, Expenses from Transactions with Related Party | $118,000 | $176,000 |
Note_9_Commitments_and_Conting2
Note 9 - Commitments and Contingencies (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating Leases, Rent Expense | $4,200,000 | $3,500,000 |
Defined Contribution Plan, Cost Recognized | $370,000 | $228,000 |
Note_9_Commitments_and_Conting3
Note 9 - Commitments and Contingencies (Details) - Future Minimum Lease Payments (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Future Minimum Lease Payments [Abstract] | |
Nine months ended December 31, 2015 | $9,835 |
2016 | 11,335 |
2017 | 9,747 |
2018 | 7,977 |
2019 | 5,423 |
Thereafter | 5,043 |
Total | $49,360 |
Note_10_Longterm_Debt_Details
Note 10 - Long-term Debt (Details) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||||||||||||
Jul. 07, 2011 | 6-May-11 | Feb. 27, 2012 | Mar. 31, 2015 | Aug. 27, 2012 | Dec. 31, 2011 | Feb. 09, 2011 | Nov. 02, 2010 | Apr. 16, 2015 | Jul. 07, 2011 | Jul. 07, 2011 | Feb. 27, 2012 | Feb. 03, 2014 | Feb. 03, 2014 | Feb. 03, 2014 | Feb. 03, 2014 | Jul. 19, 2011 | Jul. 19, 2011 | Jul. 19, 2011 | Sep. 29, 2010 | Dec. 31, 2014 | Jun. 28, 2013 | Feb. 03, 2014 | Feb. 03, 2014 | Mar. 31, 2015 | Jun. 28, 2013 | Sep. 29, 2010 | 12-May-11 | Jul. 19, 2011 | Jul. 19, 2011 | Jun. 30, 2012 | Jun. 30, 2012 | Jul. 19, 2011 | Jun. 28, 2013 | Dec. 31, 2014 | Sep. 29, 2010 | Mar. 31, 2015 | 12-May-11 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Subsequent Event [Member] | Original Maximum Consolidated Leverage Ratio [Member] | New Maximum Consolidated Leverage Ratio [Member] | Any Fiscal Quarter After Sep 30, 2012 [Member] | With Negative Trailing Twelve Months Adjusted EBITDA [Member] | With Trailing Twelve Month Adjusted EDITDA [Member] | Without Delivering ProForma Projections to the Lenders [Member] | Default Rate [Member] | Debt Instrument, Redemption, Period One [Member] | Debt Instrument, Redemption, Period One [Member] | Debt Instrument, Redemption, Period Two [Member] | UKIM [Member] | Premex Group [Member] | Premex Group [Member] | Federal Funds Rate Base [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | Base Rate [Member] | Base Rate [Member] | Base Rate [Member] | Initial Notes [Member] | Initial Notes [Member] | Exchange Notes [Member] | Senior Unsecured Notes Payable [Member] | Senior Unsecured Notes Payable [Member] | UKIM [Member] | UKIM [Member] | UKIM [Member] | Premex Group [Member] | Premex Group [Member] | ||
Senior Notes 2023 [Member] | USD ($) | USD ($) | USD ($) | Maximum [Member] | Senior Unsecured Notes Payable [Member] | Senior Unsecured Notes Payable [Member] | Minimum [Member] | Minimum [Member] | UKIM [Member] | UKIM [Member] | Premex Group [Member] | USD ($) | USD ($) | USD ($) | GBP (£) | USD ($) | GBP (£) | |||||||||||||||||||||
USD ($) | Senior Unsecured Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.63% | 2.00% | 9.00% | 9.00% | 9.00% | |||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount (in Dollars) | $500,000,000 | $250,000,000 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Issuance Price, Percentage | 100.00% | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Senior Long-term Debt (in Dollars) | 250,000,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Redemption Period, End Date | 15-Jul-14 | 15-Jul-15 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 35.00% | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 109.00% | 100.00% | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Redemption Price, Minimum Percent of Original Principal Amount Outstanding After Redemption | 65.00% | |||||||||||||||||||||||||||||||||||||
Debt Instrument Repurchase Percentage of Face Amount | 101.00% | |||||||||||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 262,500,000 | 300,000,000 | 245,000,000 | 180,000,000 | 5,000,000 | 3,000,000 | 75,000,000 | 5,000,000 | 26,500,000 | |||||||||||||||||||||||||||||
Line of Credit Facility, Increase (Decrease), Other, Net (in Dollars) | 55,000,000 | |||||||||||||||||||||||||||||||||||||
Consolidated Senior Secured Leverage Ratio | 3 | |||||||||||||||||||||||||||||||||||||
Consolidated Leverage Ratio | 3.5 | 4.75 | ||||||||||||||||||||||||||||||||||||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases (in Dollars) | 75,000,000 | 50,000,000 | ||||||||||||||||||||||||||||||||||||
Line Of Credit Facility Increase Right (in Dollars) | 37,500,000 | |||||||||||||||||||||||||||||||||||||
Line Of Credit Facility Increase Capacity (in Dollars) | 300,000,000 | |||||||||||||||||||||||||||||||||||||
Minimum Fixed Charge Coverage Ratio | 1.75 | 2 | ||||||||||||||||||||||||||||||||||||
Secured Revolving Credit Facility, Alternative Currency Sublimit (in Dollars) | 100,000,000 | 60,000,000 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | 1.00% | 3.00% | 2.40% | 2.50% | 2.40% | ||||||||||||||||||||||||||||||||
Long-term Line of Credit (in Dollars) | 140,000,000 | 6,200,000 | 32,200,000 | |||||||||||||||||||||||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity (in Dollars) | $122,500,000 | $1,200,000 | $7,100,000 | |||||||||||||||||||||||||||||||||||
Debt Instrument, Term | 36 months | 36 months | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Term, Increase | 24 months | 24 months | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 0.50% | 0.50% |
Note_10_Longterm_Debt_Details_
Note 10 - Long-term Debt (Details) - Debt (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Note 10 - Long-term Debt (Details) - Debt [Line Items] | ||||
Revolving credit facilities | $140,000 | |||
428,447 | 434,249 | |||
Less current portion | 40,396 | |||
428,447 | 393,853 | |||
Senior Unsecured Notes Payable [Member] | ||||
Note 10 - Long-term Debt (Details) - Debt [Line Items] | ||||
Senior Unsecured Notes Payable (a) | 250,000 | [1] | 250,000 | [1] |
Senior Secured Revolving Credit Facility [Member] | ||||
Note 10 - Long-term Debt (Details) - Debt [Line Items] | ||||
Revolving credit facilities | 140,000 | [2] | 143,853 | [2] |
Working Capital Facilities [Member] | ||||
Note 10 - Long-term Debt (Details) - Debt [Line Items] | ||||
Revolving credit facilities | $38,447 | [3] | $40,396 | [3] |
[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"). | |||
[2] | The Company entered into a Senior Secured Revolving Credit Facility agreement dated November 2, 2010 (the "Senior Secured Revolving Credit Facility") with Bank of America, N.A. The facility initially consisted of a $180.0 million revolving credit facility. The 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. | |||
[3] | On September 29, 2010, the Company's indirect 100% owned subsidiary UK Independent Medical Services Limited ("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 served 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 March 31, 2015) 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 March 31, 2015, UKIM had $6.2 million outstanding under the working capital facility, resulting in approximately $1.2 million in availability. On May 12, 2011, the Company's indirect 100% owned subsidiary Premex Group Limited ("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 March 31, 2015) 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 March 31, 2015, Premex had $32.2 million outstanding under the working capital facility, resulting in approximately $7.1 million in availability. |
Note_10_Longterm_Debt_Details_1
Note 10 - Long-term Debt (Details) - Borrowings Under the Senior Secured Revolving Credit Facility | 3 Months Ended |
Mar. 31, 2015 | |
Minimum [Member] | Pricing Tier 1 [Member] | |
Guarantor Obligations [Line Items] | |
Consolidated Leverage Ratio | 2.5 |
Minimum [Member] | Pricing Tier 2 [Member] | |
Guarantor Obligations [Line Items] | |
Consolidated Leverage Ratio | 2 |
Minimum [Member] | Pricing Tier 3 [Member] | |
Guarantor Obligations [Line Items] | |
Consolidated Leverage Ratio | 1.5 |
Minimum [Member] | Pricing Tier 4 [Member] | |
Guarantor Obligations [Line Items] | |
Consolidated Leverage Ratio | 1 |
Maximum [Member] | Pricing Tier 2 [Member] | |
Guarantor Obligations [Line Items] | |
Consolidated Leverage Ratio | 2.5 |
Maximum [Member] | Pricing Tier 3 [Member] | |
Guarantor Obligations [Line Items] | |
Consolidated Leverage Ratio | 2 |
Maximum [Member] | Pricing Tier 4 [Member] | |
Guarantor Obligations [Line Items] | |
Consolidated Leverage Ratio | 1.5 |
Maximum [Member] | Pricing Tier 5 [Member] | |
Guarantor Obligations [Line Items] | |
Consolidated Leverage Ratio | 1 |
Eurodollar [Member] | Pricing Tier 1 [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 3.75% |
Eurodollar [Member] | Pricing Tier 2 [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 3.50% |
Eurodollar [Member] | Pricing Tier 3 [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 3.25% |
Eurodollar [Member] | Pricing Tier 4 [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 3.00% |
Eurodollar [Member] | Pricing Tier 5 [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 2.75% |
Base Rate [Member] | Pricing Tier 1 [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 2.75% |
Base Rate [Member] | Pricing Tier 2 [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 2.50% |
Base Rate [Member] | Pricing Tier 3 [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 2.25% |
Base Rate [Member] | Pricing Tier 4 [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 2.00% |
Base Rate [Member] | Pricing Tier 5 [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 1.75% |
Pricing Tier 1 [Member] | |
Guarantor Obligations [Line Items] | |
Commitment Fee/Unused Line Fee | 0.50% |
Letter of Credit Fee | 3.75% |
Pricing Tier 2 [Member] | |
Guarantor Obligations [Line Items] | |
Commitment Fee/Unused Line Fee | 0.45% |
Letter of Credit Fee | 3.50% |
Pricing Tier 3 [Member] | |
Guarantor Obligations [Line Items] | |
Commitment Fee/Unused Line Fee | 0.40% |
Letter of Credit Fee | 3.25% |
Pricing Tier 4 [Member] | |
Guarantor Obligations [Line Items] | |
Commitment Fee/Unused Line Fee | 0.35% |
Letter of Credit Fee | 3.00% |
Pricing Tier 5 [Member] | |
Guarantor Obligations [Line Items] | |
Commitment Fee/Unused Line Fee | 0.30% |
Letter of Credit Fee | 2.75% |
Note_11_Financial_Instruments_
Note 11 - Financial Instruments (Details) | 3 Months Ended | 3 Months Ended | |||||
Mar. 31, 2015 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |
USD ($) | GBP (£) | AUD | Forward Contracts [Member] | Other Current Assets [Member] | Other Current Assets [Member] | Other Current Liabilities [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | ||||
Note 11 - Financial Instruments (Details) [Line Items] | |||||||
Derivative, Amount of Hedged Item | £ 40,000,000 | 60,000,000 | |||||
Proceeds from Hedge, Investing Activities | 4,812,000 | 4,800,000 | |||||
Derivative Assets (Liabilities), at Fair Value, Net | 272,000 | ||||||
Derivative Asset | 958,000 | ||||||
Derivative Liability | $159,000 |
Note_12_Income_Taxes_Details_U
Note 12 - Income Taxes (Details) - Unrecognized Tax Benefits (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Unrecognized Tax Benefits [Abstract] | |
Unrecognized tax benefit | $1,593 |
Increase to prior year tax positions | 11 |
Increase to current year tax positions | 0 |
Expiration of the statute of limitations for the assessment of taxes | 0 |
Decrease related to settlements | 0 |
Unrecognized tax benefit | $1,604 |
Note_13_Segment_and_Geographic2
Note 13 - Segment and Geographical Information (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 4 |
Note_13_Segment_and_Geographic3
Note 13 - Segment and Geographical Information (Details) - Revenues by Product Group (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Revenue from External Customer [Line Items] | ||||
Revenue | $196,316 | $173,028 | ||
IME and Other Related Services [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 167,345 | [1] | 154,540 | [1] |
Peer and Bill Review Medicare Compliance and Case Management [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | $28,971 | [1] | $18,488 | [1] |
[1] | Includes the results of certain of the Company's service centers acquired whose revenues are generated substantially through the indicated product group. Outside of this presentation, other product groups are not tracked within the Company's financial systems. Additionally, other related services, which include any Medicare compliance services and case management services completed at the Company's historic service centers in the periods presented, are not separately captured within the Company's financial systems and have been included with IME services in the above presentation as separate presentation is not practicable. With the Company's acquisition of Gould & Lamb in February of 2014 and Ability Services Network and Med Allocators in June of 2014, Medicare compliance services and case management services have been added to the presentation above. None of the individual services within the peer and bill reviews, Medicare compliance services and case management services category above represent more than 10% of consolidated revenues. |
Note_13_Segment_and_Geographic4
Note 13 - Segment and Geographical Information (Details) - Segment Information (USD $) | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | ||
Note 13 - Segment and Geographical Information (Details) - Segment Information [Line Items] | |||||
Revenues | $196,316 | $173,028 | |||
Segment profit | 31,952 | 28,010 | |||
Depreciation and amortization expense | 14,848 | 14,342 | |||
Capital expenditures | -2,229 | -712 | |||
Total assets | 943,762 | [1] | 847,625 | [1] | 930,144 |
Long-lived assets | 647,583 | [1] | 618,752 | [1] | |
UNITED STATES | |||||
Note 13 - Segment and Geographical Information (Details) - Segment Information [Line Items] | |||||
Revenues | 121,718 | 106,049 | |||
Segment profit | 19,522 | 15,954 | |||
Depreciation and amortization expense | 9,411 | 7,720 | |||
Capital expenditures | -1,670 | -402 | |||
Total assets | 602,005 | [1] | 488,362 | [1] | |
Long-lived assets | 471,040 | [1] | 403,354 | [1] | |
CANADA | |||||
Note 13 - Segment and Geographical Information (Details) - Segment Information [Line Items] | |||||
Revenues | 7,949 | 7,507 | |||
Segment profit | 634 | 1,098 | |||
Depreciation and amortization expense | 582 | 811 | |||
Capital expenditures | -114 | ||||
Total assets | 22,343 | [1] | 28,293 | [1] | |
Long-lived assets | 15,613 | [1] | 21,169 | [1] | |
UNITED KINGDOM | |||||
Note 13 - Segment and Geographical Information (Details) - Segment Information [Line Items] | |||||
Revenues | 47,444 | 42,053 | |||
Segment profit | 7,699 | 7,081 | |||
Depreciation and amortization expense | 2,383 | 3,175 | |||
Capital expenditures | -189 | -290 | |||
Total assets | 236,186 | [1] | 230,597 | [1] | |
Long-lived assets | 92,703 | [1] | 105,373 | [1] | |
AUSTRALIA | |||||
Note 13 - Segment and Geographical Information (Details) - Segment Information [Line Items] | |||||
Revenues | 19,205 | 17,419 | |||
Segment profit | 4,097 | 3,877 | |||
Depreciation and amortization expense | 2,472 | 2,636 | |||
Capital expenditures | -256 | -20 | |||
Total assets | 83,228 | [1] | 100,373 | [1] | |
Long-lived assets | $68,227 | [1] | $88,856 | [1] | |
[1] | Total assets and long-lived assets include goodwill. Goodwill recorded in connection with certain tax benefits to be realized in the Company's U.S. income tax returns has been reflected in the United States segment. |
Note_13_Segment_and_Geographic5
Note 13 - Segment and Geographical Information (Details) - Reconciliation of Segment Profit to the Consolidated Statement of Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Reconciliation of Segment Profit to the Consolidated Statement of Comprehensive Loss [Abstract] | ||
Segment Profit | $31,952 | $28,010 |
Depreciation and amortization | -14,848 | -14,342 |
Share-based compensation expense | -6,136 | -5,353 |
Acquisition related transaction costs | 382 | -1,192 |
Other expenses | -210 | |
Income from operations | $11,140 | $7,123 |
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 | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed Income Statements, Captions [Line Items] | ||
Revenues | $196,316 | $173,028 |
Costs and expenses: | ||
Costs of revenues | 128,176 | 111,035 |
Selling, general and administrative expenses | 42,152 | 40,528 |
Depreciation and amortization | 14,848 | 14,342 |
Total costs and expenses | 185,176 | 165,905 |
Income from operations | 11,140 | 7,123 |
Interest and other expenses, net | 8,004 | 7,577 |
Income (loss) before income taxes | 3,136 | -454 |
Provision (benefit) for income taxes | 1,112 | -165 |
Net income (loss) before earnings of consolidated subsidiaries | 2,024 | -289 |
Net income (loss) | 2,024 | -289 |
Consolidation, Eliminations [Member] | ||
Costs and expenses: | ||
Net income (loss) of consolidated subsidiaries | -1,760 | 3,592 |
Net income (loss) | -1,760 | 3,592 |
Guarantor Subsidiaries [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenues | 121,718 | 106,049 |
Costs and expenses: | ||
Costs of revenues | 82,334 | 71,067 |
Selling, general and administrative expenses | 23,014 | 21,705 |
Depreciation and amortization | 9,411 | 7,720 |
Total costs and expenses | 114,759 | 100,492 |
Income from operations | 6,959 | 5,557 |
Interest and other expenses, net | 6,409 | 5,692 |
Income (loss) before income taxes | 550 | -135 |
Provision (benefit) for income taxes | -594 | -1,642 |
Net income (loss) before earnings of consolidated subsidiaries | 1,144 | 1,507 |
Net income (loss) of consolidated subsidiaries | 880 | -1,796 |
Net income (loss) | 2,024 | -289 |
Non-Guarantor Subsidiaries [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenues | 74,598 | 66,979 |
Costs and expenses: | ||
Costs of revenues | 45,842 | 39,968 |
Selling, general and administrative expenses | 19,138 | 18,823 |
Depreciation and amortization | 5,437 | 6,622 |
Total costs and expenses | 70,417 | 65,413 |
Income from operations | 4,181 | 1,566 |
Interest and other expenses, net | 1,595 | 1,885 |
Income (loss) before income taxes | 2,586 | -319 |
Provision (benefit) for income taxes | 1,706 | 1,477 |
Net income (loss) before earnings of consolidated subsidiaries | 880 | -1,796 |
Net income (loss) | 880 | -1,796 |
Parent Company [Member] | ||
Costs and expenses: | ||
Net income (loss) of consolidated subsidiaries | 880 | -1,796 |
Net income (loss) | $880 | ($1,796) |
Note_14_Condensed_Consolidatin3
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Details) - Condensed Consolidating Balance Sheet (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |||
In Thousands, unless otherwise specified | |||||||
Current assets: | |||||||
Cash and cash equivalents | $20,282 | $9,751 | $8,504 | $12,829 | |||
Accounts receivable, net | 205,759 | 203,189 | |||||
Prepaid expenses | 12,588 | 13,805 | |||||
Deferred tax assets | 4,039 | 3,776 | |||||
Other current assets | 2,071 | 1,437 | |||||
Total current assets | 244,739 | 231,958 | |||||
Property, equipment and leasehold improvements, net | 16,055 | 15,726 | |||||
Goodwill | 490,007 | [1] | 495,679 | [1] | |||
Intangible assets, net | 91,628 | 102,583 | |||||
Long-term accounts receivable, less current portion | 47,743 | 46,401 | |||||
Deferred tax assets, noncurrent | 45,737 | 29,682 | |||||
Deferred financing costs, net | 5,704 | 6,169 | |||||
Other assets | 2,149 | 1,946 | |||||
Total assets | 943,762 | [2] | 930,144 | 847,625 | [2] | ||
Current liabilities: | |||||||
Accounts payable | 57,437 | 57,033 | |||||
Accrued expenses | 52,445 | 53,978 | |||||
Accrued interest expense | 5,027 | 10,667 | |||||
Deferred revenue | 5,426 | 6,402 | |||||
Deferred tax liability, noncurrent | 10,580 | ||||||
Current portion of contingent earnout obligation | 4,393 | 4,473 | |||||
Current portion of working capital facilities | 40,396 | ||||||
Other current liabilities | 7,235 | 6,950 | |||||
Total current liabilities | 131,963 | 179,899 | |||||
Senior unsecured notes payable | 250,000 | 250,000 | |||||
Senior secured revolving credit facility | 178,447 | 143,853 | |||||
Long-term contingent earnout obligation, less current portion | 2,114 | ||||||
Other long-term liabilities | 11,619 | 9,403 | |||||
Total liabilities | 582,609 | 585,269 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | 361,153 | 344,875 | |||||
Total liabilities and stockholders' equity (deficit) | 943,762 | 930,144 | |||||
Consolidation, Eliminations [Member] | |||||||
Current assets: | |||||||
Intercompany receivable | -50,025 | -52,669 | |||||
Deferred tax assets | -4 | ||||||
Total current assets | -50,025 | -52,673 | |||||
Investment in subsidiaries | -812,839 | -808,779 | |||||
Intercompany notes receivable | -348,770 | -348,928 | |||||
Total assets | -1,211,634 | -1,210,380 | |||||
Current liabilities: | |||||||
Intercompany payable | -50,025 | -52,669 | |||||
Deferred tax liability, noncurrent | -4 | ||||||
Total current liabilities | -50,025 | -52,673 | |||||
Intercompany notes payable | -348,770 | -348,928 | |||||
Total liabilities | -398,795 | -401,601 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | -812,839 | -808,779 | |||||
Total liabilities and stockholders' equity (deficit) | -1,211,634 | -1,210,380 | |||||
Guarantor Subsidiaries [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | 9,202 | 388 | 1,198 | 760 | |||
Accounts receivable, net | 57,518 | 55,684 | |||||
Intercompany receivable | 44,998 | 42,002 | |||||
Prepaid expenses | 7,991 | 8,248 | |||||
Deferred tax assets | 3,938 | 3,780 | |||||
Other current assets | 958 | 272 | |||||
Total current assets | 124,605 | 110,374 | |||||
Property, equipment and leasehold improvements, net | 11,118 | 10,394 | |||||
Investment in subsidiaries | 218,225 | 217,344 | |||||
Intercompany notes receivable | 174,385 | 174,464 | |||||
Goodwill | 388,379 | 387,104 | |||||
Intangible assets, net | 60,527 | 64,530 | |||||
Deferred tax assets, noncurrent | 38,661 | 22,505 | |||||
Deferred financing costs, net | 5,690 | 6,140 | |||||
Other assets | 695 | 663 | |||||
Total assets | 1,022,285 | 993,518 | |||||
Current liabilities: | |||||||
Accounts payable | 21,126 | 20,163 | |||||
Intercompany payable | 5,027 | 10,667 | |||||
Accrued expenses | 23,343 | 23,904 | |||||
Deferred revenue | 300 | 244 | |||||
Deferred tax liability, noncurrent | 10,580 | ||||||
Other current liabilities | 2,634 | 2,363 | |||||
Total current liabilities | 52,430 | 57,341 | |||||
Intercompany notes payable | 174,385 | 174,464 | |||||
Other long-term liabilities | 3,364 | 1,795 | |||||
Total liabilities | 240,759 | 233,600 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | 781,526 | 759,918 | |||||
Total liabilities and stockholders' equity (deficit) | 1,022,285 | 993,518 | |||||
Non-Guarantor Subsidiaries [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | 11,080 | 9,363 | 7,306 | 12,069 | |||
Accounts receivable, net | 148,241 | 147,505 | |||||
Prepaid expenses | 4,597 | 5,557 | |||||
Deferred tax assets | 101 | ||||||
Other current assets | 1,113 | 1,165 | |||||
Total current assets | 165,132 | 163,590 | |||||
Property, equipment and leasehold improvements, net | 4,937 | 5,332 | |||||
Goodwill | 101,628 | 108,575 | |||||
Intangible assets, net | 31,101 | 38,053 | |||||
Long-term accounts receivable, less current portion | 47,743 | 46,401 | |||||
Deferred tax assets, noncurrent | 7,076 | 7,177 | |||||
Deferred financing costs, net | 14 | 29 | |||||
Other assets | 1,454 | 1,283 | |||||
Total assets | 359,085 | 370,440 | |||||
Current liabilities: | |||||||
Accounts payable | 36,311 | 36,870 | |||||
Intercompany payable | 44,998 | 42,002 | |||||
Accrued expenses | 29,102 | 30,074 | |||||
Deferred revenue | 5,126 | 6,158 | |||||
Deferred tax liability, noncurrent | 4 | ||||||
Current portion of contingent earnout obligation | 4,393 | 4,473 | |||||
Current portion of working capital facilities | 40,396 | ||||||
Other current liabilities | 4,601 | 4,587 | |||||
Total current liabilities | 124,531 | 164,564 | |||||
Senior secured revolving credit facility | 38,447 | ||||||
Intercompany notes payable | 174,385 | 174,464 | |||||
Long-term contingent earnout obligation, less current portion | 2,114 | ||||||
Other long-term liabilities | 8,255 | 7,608 | |||||
Total liabilities | 345,618 | 348,750 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | 13,467 | 21,690 | |||||
Total liabilities and stockholders' equity (deficit) | 359,085 | 370,440 | |||||
Parent Company [Member] | |||||||
Current assets: | |||||||
Intercompany receivable | 5,027 | 10,667 | |||||
Total current assets | 5,027 | 10,667 | |||||
Investment in subsidiaries | 594,614 | 591,435 | |||||
Intercompany notes receivable | 174,385 | 174,464 | |||||
Total assets | 774,026 | 776,566 | |||||
Current liabilities: | |||||||
Accrued interest expense | 5,027 | 10,667 | |||||
Total current liabilities | 5,027 | 10,667 | |||||
Senior unsecured notes payable | 250,000 | 250,000 | |||||
Senior secured revolving credit facility | 140,000 | 143,853 | |||||
Total liabilities | 395,027 | 404,520 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | 378,999 | 372,046 | |||||
Total liabilities and stockholders' equity (deficit) | $774,026 | $776,566 | |||||
[1] | Goodwill recorded in connection with certain tax benefits to be realized in the Company's U.S. income tax returns has been reflected in the United States segment. | ||||||
[2] | Total assets and long-lived assets include goodwill. Goodwill recorded in connection with certain tax benefits to be realized in the Company's U.S. income tax returns has been reflected in the United States segment. |
Note_14_Condensed_Consolidatin4
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Details) - Condensed Consolidating Statement of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $6,164 | $3,205 |
Investing activities: | ||
Cash paid for acquisitions, net | -2,299 | -97,153 |
Purchases of equipment and leasehold improvements, net | -2,229 | -712 |
Working capital and other settlements for acquisitions | -91 | -1,142 |
Proceeds from foreign currency net investment hedges | 4,812 | |
Cash paid for foreign currency net investment hedges | -3,356 | |
Other | -1,250 | -839 |
Net cash used in investing activities | -1,057 | -103,202 |
Financing activities: | ||
Borrowings under senior secured revolving credit facility | 25,478 | 121,012 |
Proceeds from the exercise of options and warrants | 8,855 | 14,637 |
Excess tax benefit related to share-based compensation | 2,086 | 6,190 |
Net borrowings (repayments) under working capital facilities | -132 | 4,123 |
Repayment of contingent earnout obligation | -1,023 | |
Payment of deferred financing costs | -225 | |
Repayment of subordinated unsecured notes payable | -333 | |
Repayment under senior secured revolving credit facility | -29,331 | -50,000 |
Net cash provided by (used in) financing activities | 5,933 | 95,404 |
Exchange rate impact on cash and cash equivalents | -509 | 268 |
Net increase (decrease) in cash and cash equivalents | 10,531 | -4,325 |
Cash and cash equivalents, beginning of period | 9,751 | 12,829 |
Cash and cash equivalents, end of period | 20,282 | 8,504 |
Guarantor Subsidiaries [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 2,226 | 1,369 |
Investing activities: | ||
Cash paid for acquisitions, net | -2,299 | -87,615 |
Purchases of equipment and leasehold improvements, net | -1,670 | -402 |
Working capital and other settlements for acquisitions | -91 | |
Proceeds from foreign currency net investment hedges | 4,812 | |
Cash paid for foreign currency net investment hedges | -3,356 | |
Other | -1,250 | -839 |
Net cash used in investing activities | -498 | -92,212 |
Financing activities: | ||
Repayment of subordinated unsecured notes payable | -333 | |
Intercompany notes and investments and other | 7,088 | 91,614 |
Net cash provided by (used in) financing activities | 7,088 | 91,281 |
Net increase (decrease) in cash and cash equivalents | 8,816 | 438 |
Cash and cash equivalents, beginning of period | 388 | 760 |
Cash and cash equivalents, end of period | 9,202 | 1,198 |
Non-Guarantor Subsidiaries [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 3,938 | 1,836 |
Investing activities: | ||
Cash paid for acquisitions, net | -9,538 | |
Purchases of equipment and leasehold improvements, net | -559 | -310 |
Working capital and other settlements for acquisitions | -1,142 | |
Net cash used in investing activities | -559 | -10,990 |
Financing activities: | ||
Net borrowings (repayments) under working capital facilities | -132 | 4,123 |
Repayment of contingent earnout obligation | -1,023 | |
Net cash provided by (used in) financing activities | -1,155 | 4,123 |
Exchange rate impact on cash and cash equivalents | -509 | 268 |
Net increase (decrease) in cash and cash equivalents | 1,715 | -4,763 |
Cash and cash equivalents, beginning of period | 9,363 | 12,069 |
Cash and cash equivalents, end of period | 11,080 | 7,306 |
Parent Company [Member] | ||
Financing activities: | ||
Borrowings under senior secured revolving credit facility | 25,478 | 121,012 |
Proceeds from the exercise of options and warrants | 8,855 | 14,637 |
Excess tax benefit related to share-based compensation | 2,086 | 6,190 |
Payment of deferred financing costs | -225 | |
Repayment under senior secured revolving credit facility | -29,331 | -50,000 |
Intercompany notes and investments and other | ($7,088) | ($91,614) |
Note_15_Subsequent_Events_Deta
Note 15 - Subsequent Events (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||||
Apr. 16, 2015 | Mar. 31, 2015 | Jul. 07, 2011 | 6-May-11 | Feb. 09, 2011 | Nov. 02, 2010 | |
Note 15 - Subsequent Events (Details) [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $262,500,000 | $300,000,000 | $245,000,000 | $180,000,000 | ||
Subsequent Event [Member] | Right to Increase Revolving Extensions [Member] | Senior Secured Revolving Credit Facility [Member] | ||||||
Note 15 - Subsequent Events (Details) [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 400,000,000 | |||||
Subsequent Event [Member] | Senior Notes 2023 [Member] | ||||||
Note 15 - Subsequent Events (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | 500,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.63% | |||||
Debt Instrument, Issuance Percentage | 100.00% | |||||
Proceeds from Issuance of Long-term Debt | 500,000,000 | |||||
Subsequent Event [Member] | Senior Secured Revolving Credit Facility [Member] | ||||||
Note 15 - Subsequent Events (Details) [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $300,000,000 | |||||
Debt Instrument, Term | 5 years | |||||
Subsequent Event [Member] | Working Capital Facilities [Member] | UK Independent Medical Services Limited and Premex Group Limited [Member] | ||||||
Note 15 - Subsequent Events (Details) [Line Items] | ||||||
Debt Instrument, Term | 36 months | |||||
Senior Secured Revolving Credit Facility [Member] | ||||||
Note 15 - Subsequent Events (Details) [Line Items] | ||||||
Debt Instrument, Term | 5 years |