Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 28, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ExamWorks Group, Inc. | |
Trading Symbol | EXAM | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 41,547,000 | |
Amendment Flag | false | |
Entity Central Index Key | 1,498,021 | |
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 | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - Scenario, Unspecified [Domain] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | ||
Current assets: | ||||
Cash and cash equivalents | $ 105,093 | $ 9,751 | ||
Accounts receivable, net | 223,903 | 203,189 | ||
Prepaid expenses | 13,633 | 13,805 | ||
Deferred tax assets | 4,034 | 3,776 | ||
Other current assets | 1,179 | 1,437 | ||
Total current assets | 347,842 | 231,958 | ||
Property, equipment and leasehold improvements, net | 17,485 | 15,726 | ||
Goodwill | [1] | 496,482 | 495,679 | |
Intangible assets, net | 84,196 | 102,583 | ||
Long-term accounts receivable, less current portion | 52,109 | 46,401 | ||
Deferred tax assets, noncurrent | 50,682 | 29,682 | ||
Deferred financing costs, net | 10,096 | 6,169 | ||
Other assets | 2,293 | 1,946 | ||
Total assets | 1,061,185 | [2],[3] | 930,144 | |
Current liabilities: | ||||
Accounts payable | 57,257 | 57,033 | ||
Accrued expenses | 51,881 | 53,978 | ||
Accrued interest expense | 5,860 | 10,667 | ||
Deferred revenue | 4,908 | 6,402 | ||
Current portion of contingent earnout obligation | 4,567 | 4,473 | ||
Current portion of working capital facilities | 40,396 | |||
Other current liabilities | 9,250 | 6,950 | ||
Total current liabilities | 133,723 | 179,899 | ||
Senior unsecured notes payable | 500,000 | 250,000 | ||
Senior secured revolving credit facility and working capital facilities, less current portion | 41,730 | 143,853 | ||
Long-term contingent earnout obligation, less current portion | 2,114 | |||
Deferred tax liability, noncurrent | 9,554 | |||
Other long-term liabilities | 12,505 | 9,403 | ||
Total liabilities | $ 697,512 | $ 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 June 30, 2015 | $ 0 | $ 0 | ||
Common stock, $0.0001 par value; Authorized 250,000 shares; issued and outstanding 40,371 and 41,537 shares at December 31, 2014 and June 30, 2015, respectively | 4 | 4 | ||
Additional paid-in capital | 432,645 | 403,945 | ||
Accumulated other comprehensive loss | (18,439) | (14,376) | ||
Accumulated deficit | (42,049) | (36,210) | ||
Treasury stock, at cost; Outstanding 905 shares at December 31, 2014 and June 30, 2015 | (8,488) | (8,488) | ||
Total stockholders’ equity | 363,673 | 344,875 | ||
Total liabilities and stockholders' equity | $ 1,061,185 | $ 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] | 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. | |||
[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. |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
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) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 41,537,000 | 40,371,000 |
Common stock, shares outstanding | 41,537,000 | 40,371,000 |
Treasury stock, shares outstanding | 905,000 | 905,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Revenues | $ 208,738 | $ 196,445 | $ 405,054 | $ 369,473 | |
Costs and expenses: | |||||
Costs of revenues | 136,425 | 124,851 | 264,601 | 235,886 | |
Selling, general and administrative expenses | 42,721 | 42,590 | 84,873 | 83,118 | |
Depreciation and amortization | [1] | 13,729 | 14,858 | 28,577 | 29,200 |
Total costs and expenses | 192,875 | 182,299 | 378,051 | 348,204 | |
Income from operations | 15,863 | 14,146 | 27,003 | 21,269 | |
Interest and other expenses, net: | |||||
Interest expense, net | 9,948 | 7,904 | 17,952 | 15,481 | |
Loss on early extinguishment of debt | 18,619 | 18,619 | |||
Other expense, net | 191 | 191 | |||
Total interest and other expenses, net | 28,567 | 8,095 | 36,571 | 15,672 | |
Income (loss) before income taxes | (12,704) | 6,051 | (9,568) | 5,597 | |
Provision (benefit) for income taxes | (4,841) | 2,519 | (3,729) | 2,354 | |
Net income (loss) | (7,863) | 3,532 | (5,839) | 3,243 | |
Comprehensive Income (Loss): | |||||
Net income (loss) | (7,863) | 3,532 | (5,839) | 3,243 | |
Foreign currency translation adjustments, net of tax | 1,814 | 1,796 | (4,063) | 971 | |
Total comprehensive income (loss) | $ (6,049) | $ 5,328 | $ (9,902) | $ 4,214 | |
Net income (loss) per share: | |||||
Basic (in Dollars per share) | $ (0.19) | $ 0.09 | $ (0.14) | $ 0.09 | |
Diluted (in Dollars per share) | $ (0.19) | $ 0.09 | $ (0.14) | $ 0.08 | |
Weighted average number of common shares outstanding: | |||||
Basic (in Shares) | 41,015 | 38,452 | 40,713 | 37,764 | |
Diluted (in Shares) | 41,015 | 40,940 | 40,713 | 40,522 | |
[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. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities: | ||
Net income (loss) | $ (5,839,000) | $ 3,243,000 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 28,577,000 | 29,200,000 |
Amortization of deferred rent | 353,000 | (122,000) |
Share-based compensation | 12,701,000 | 9,980,000 |
Excess tax benefit related to share-based compensation | (2,147,000) | (7,314,000) |
Provision for doubtful accounts | 3,866,000 | 3,266,000 |
Amortization of deferred financing costs | 1,031,000 | 1,152,000 |
Deferred income taxes | (8,275,000) | (4,683,000) |
Loss on early extinguishment of debt | 18,619,000 | |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (26,740,000) | (25,236,000) |
Prepaid expenses and other current assets | (360,000) | (2,937,000) |
Accounts payable and accrued expenses | (1,363,000) | 12,017,000 |
Accrued interest expense | (4,807,000) | 240,000 |
Deferred revenue and customer deposits | (904,000) | 134,000 |
Other liabilities | (661,000) | (185,000) |
Net cash provided by operating activities | 14,051,000 | 18,755,000 |
Investing activities: | ||
Cash paid for acquisitions, net | (11,145,000) | (185,128,000) |
Purchases of building, equipment and leasehold improvements, net | (4,843,000) | (3,610,000) |
Working capital and other settlements for acquisitions | (91,000) | (2,299,000) |
Proceeds from (cash paid for) foreign currency net investment hedges | 2,930,000 | (5,044,000) |
Other | (1,310,000) | (839,000) |
Net cash used in investing activities | (14,459,000) | (196,920,000) |
Financing activities: | ||
Borrowings under senior unsecured notes | 500,000,000 | |
Borrowings under senior secured revolving credit facility | 25,478,000 | 219,995,000 |
Proceeds from the exercise of options and warrants | 11,451,000 | 23,090,000 |
Excess tax benefit related to share-based compensation | 2,147,000 | 7,314,000 |
Net borrowings under working capital facilities | 827,000 | 1,160,000 |
Repayment of subordinated unsecured notes payable | (333,000) | |
Repayment of contingent earnout obligation | (1,023,000) | |
Payment of deferred financing costs | (8,676,000) | (241,000) |
Payment for early redemption of senior unsecured notes | (14,618,000) | |
Repayments under senior secured revolving credit facility | (169,331,000) | (78,000,000) |
Repayment of senior unsecured notes | (250,000,000) | |
Other | (53,000) | |
Net cash provided by financing activities | 96,255,000 | 172,932,000 |
Exchange rate impact on cash and cash equivalents | (505,000) | 295,000 |
Net increase (decrease) in cash and cash equivalents | 95,342,000 | (4,938,000) |
Cash and cash equivalents, beginning of period | 9,751,000 | 12,829,000 |
Cash and cash equivalents, end of period | 105,093,000 | 7,891,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 21,579,000 | 13,744,000 |
Cash paid for (refund from) income taxes | $ 3,559,000 | $ (336,000) |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 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 52 acquisitions. As of June 30, 2015, ExamWorks, Inc. operated out of 66 service centers serving all 50 U.S. states, Canada, the United Kingdom and Australia. The consolidated financial statements of the Company as of June 30, 2015 and for the periods ended June 30, 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 and six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 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 $11.7 million as of December 31, 2014 and June 30, 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 June 30, 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 and six months ended June 30, 2014 and 2015, no individual customer accounted for more than 10% of revenues. At December 31, 2014 and June 30, 2015 there was one individual customer that accounted for approximately 14% and 16%, respectively, of the accounts receivable balance. As of June 30, 2015, the Company had cash and cash equivalents totaling approximately $105.1 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $90.8 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 — Overal l (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 June 30, 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). The Company has incurred deferred financing costs of $8.4 million, of which $241,000 and $1.3 million were incurred in the six months ended June 30, 2014 and 2015, respectively . In the second quarter of 2015, the Company amended and restated the Senior Secured Revolving Credit Facility, which resulted in a loss on extinguishment of debt of approximately $274,000 for the write-off of unamortized deferred financing costs. In July 2011, the Company closed a private offering of $250.0 million in aggregate principal amount of 9.0% senior notes due 2019, which were subsequently registered through a public exchange offer (the “Senior Unsecured Notes”). The Company had incurred deferred financing costs of $7.1 million associated therewith, none of which were incurred in the three and six months ended June 30, 2014 and 2015. In April 2015, the Company completed a public offering of $500.0 million in aggregate principal amount of 5.625% senior unsecured 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 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. The Company has incurred deferred financing costs of $7.5 million relating to this offering, all of which were incurred in the six months ended June 30, 2015. In connection with the redemption of the Senior Unsecured Notes in May of 2015, the Company recorded debt extinguishment costs of $18.3 million of which $3.7 million related to unamortized deferred financing costs and $14.6 million related to a premium paid for the early redemption of the Senior Unsecured Notes. The deferred financing costs associated with the Senior Secured Revolving Credit Facility and the 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 $580,000 and $1.2 million for the three and six months ended June 30, 2014, respectively and $444,000 and $1.0 million for the three and six months ended June 30, 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 June 30, 2015, the Company had $4.4 million and $3.4 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 Income Taxes — Overall (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 and six months ended June 30, 2015, the potentially dilutive securities include options, shares of restricted stock with a service restriction not yet satisfied and RSUs exercisable into 5.5 million shares of common stock. For the three and six months ended June 30, 2015, 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 and six months ended June 30, 2014 (amounts in thousands): Three months ended June 30, 2014 Six months ended June 30, 2014 Net income $ 3,532 $ 3,243 Basic shares outstanding: Common stock 38,452 37,764 Diluted shares outstanding: Common stock 38,452 37,764 Dilutive securities (1) 2,488 2,758 Total 40,940 40,522 (1) For the three and six months ended June 30, 2014, the Company's dilutive securities exclude options potentially exercisable in the future into 97,000 shares and 69,000 shares, respectively, because their inclusion would have been anti-dilutive. (n) Share-Based Compensation The Company has an Amended and Restated 2008 Stock Incentive Plan, as amended, (the “Plan”) that provides for granting of stock options, 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 six months ended June 30, 2015 were as follows: 201 5 Volatility 48.59% Expected life (years) 6.00 Risk-free interest rate 2.01% Dividend yield — Fair value $19.30 – $19.37 In the six months ended June 30, 2015, the Company issued approximately 35,000 stock option awards to employees. The weighted average fair value of each stock option was $19.36 per option and the aggregate fair value was $678,000 . 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 $2.0 million and $4.7 million for the three and six months ended June 30, 2014, respectively , of which $492,000 and $1.2 million, respectively , was included in costs of revenues, and $1.5 million and $3.5 million, respectively , was recorded in selling, general and administrative (“SGA”) expenses. Share-based compensation expense related to stock option awards was $1.2 million and $3.1 million for the three and six months ended June 30, 2015, respectively , of which $259,000 and $728,000, respectively , was included in costs of revenues, and $981,000 and $2.4 million, respectively , was recorded in SGA expenses. At June 30, 2015, the unrecognized compensation expense related to stock option awards was $7.1 million, with a remaining weighted average life of 1.6 years. A summary of option activity for the six months ended June 30, 2015 is as follows: Number of options Weighted average exercise price Weighted average remaining contractual life ( years ) Aggregate intrinsic value (in thousands) Outstanding at December 31, 2014 4,965,947 $ 12.96 Options granted 35,000 40.20 Options forfeited (38,766 ) 22.67 Options exercised (819,097 ) 13.98 Outstanding at June 30, 2015 4,143,084 $ 12.90 Exercisable at June 30, 2015 3,595,175 $ 10.15 5.6 $ 104,071 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 $22.1 million during the six months ended June 30, 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 $2.2 million and $4.3 million for the three and six months ended June 30, 2014, respectively, all of which is included in SGA expenses. Share-based compensation expense related to shares of restricted stock and RSUs was $4.7 million and $8.8 million for the three and six months ended June 30, 2015, respectively, all of which is included in SGA expenses. The following is a summary of restricted share and RSU activity for the six months ended June 30, 2015: Number of awards Weighted average grant date fair value Non-vested awards at December 31, 2014 880,433 $ 25.46 Awards granted 801,578 40.44 Awards vested (334,997 ) 25.22 Awards forfeited (15,559 ) 32.07 Non-vested awards at June 30, 2015 1,331,455 $ 34.46 The total fair value of vested RSUs and shares of restricted stock during the six months ended June 30, 2015 was $8.4 million. At June 30, 2015, total unrecognized compensation costs related to non-vested restricted shares and RSUs was $35.4 million which is expected to be recognized over a weighted average period of 2.2 years. During the three and six months ended June 30, 2014, the Company recorded share-based compensation expense of $437,000 and $975,000, 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. During the three and six months ended June 30, 2015, the Company recorded share-based compensation expense of $647,000 and $777,000, 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 June 30, 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 June 30, 2015 Financial instruments: Contingent consideration $ — $ — $ (4,567 ) $ (4,567 ) Foreign currency derivative liability — (2,126 ) — (2,126 ) 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 $2.0 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 $134,000 recorded in interest and other expenses, net in the Consolidated Statements of Comprehensive Income (Loss) due to changes in the fair value of the contingent consideration 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 Currency Translation Net investment hedge - foreign exchange contract Total Balance at December 31, 2014 $ (17,821 ) $ 3,445 $ (14,376 ) Change during 2015: Before-tax amount (5,895 ) 532 (5,363 ) Tax (expense) benefit 1,510 (210 ) 1,300 Total activity in 2015 (4,385 ) 322 (4,063 ) Balance at June 30, 2015 $ (22,206 ) $ 3,767 $ (18,439 ) (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 Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, (Topic 606): Revenue from Contracts with Customers Topic 605, Revenue Recognition In August 2014, the FASB issued ASU No. 2014-15, “ Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncerta i nties about an Entity’s Ability to Continue as a Going Concern In April 2015, the FASB issued ASU No. 2015 -03, “ Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs -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 | 6 Months Ended |
Jun. 30, 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 June 30, 2015 has completed 51 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 aggregate transaction costs of $1.6 million, of which $186,000 and $916,000 was incurred in the three and six months ended June 30, 2014, respectively. The Company did not incur any costs associated with the indicated acquisitions in the first two quarters of 2015. These amounts are reported in SGA expenses in the Company’s accompanying Consolidated Statements of Comprehensive Income (Loss). These acquisitions enhanced and expanded the presence and 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 January 13, 2014 Cheselden (United Kingdom) 100% of the outstanding share capital January 16, 2014 G&L Intermediate Holdings (“Gould & Lamb”) (United States) 100% of the outstanding common stock February 3, 2014 Assess Medical Group Pty Ltd (Australia) 100% of the outstanding common stock February 14, 2014 Solomon Associates (United States) Substantially all of the assets and assumed certain liabilities May 30, 2014 Ability Services Network (United States) 100% of the outstanding common stock June 6, 2014 Expert Medical Opinions (United States) Substantially all of the assets and assumed certain liabilities August 22, 2014 The preliminary allocation of consideration for these acquisitions is summarized as follows (in thousands): Preliminary purchase price allocation December 31, 2014 Adjustments/ reclassifications Preliminary purchase price allocation June 30, 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 136,034 471 136,505 Net deferred tax liability associated with step-up in book basis (9,041 ) — (9,041 ) Assets acquired and liabilities assumed, net 3,785 (380 ) 3,405 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) 2015 Acquisition s In 2015, the Company completed the following individually insignificant acquisitions, as defined in SEC Regulation S-X Rule 3-05, with an aggregate purchase price of $11.1 million, comprised of $11.8 million cash consideration less cash acquired of $655,000. In conjunction with the 2015 acquisitions, the Company incurred aggregate transaction costs of $170,000, of which $35,000 were incurred in the six months ended June 30, 2015. These amounts are reported in SGA expenses in the Company’s accompanying Consolidated Statements of Comprehensive Income (Loss). These acquisitions enhanced and expanded the presence and 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 January 2, 2015 Landmark Exams & Maven Exams (United States) Substantially all of the assets and assumed certain liabilities April 14, 2015 The preliminary allocation of consideration for this acquisition is summarized as follows (in thousands): Preliminary purchase price allocation June 30, 2015 Equipment and leasehold improvements $ 74 Customer relationships 4,265 Tradename 998 Covenants not to compete 182 Goodwill 4,654 Assets acquired and liabilities assumed, net 972 Total $ 11,145 Goodwill of $4.7 million and other intangible assets of $5.4 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 acquisitions contributed $2.9 million in revenues and $559,000 in operating income and $3.4 million in revenues and $540,000 in operating income for the three and six months ended June 30, 2015, respectively. ( c ) Pro forma Financial Information The following unaudited pro forma results of operations for the three and six months ended June 30, 2014 and 2015 assumes that the 2014 acquisitions were completed on January 1, 2013 and the 2015 acquisitions were 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 and six months ended June 30, 2015. For the three and six months ended June 30, 2014, the pro forma results include adjustments to reflect additional interest and other expenses, net of $562,000 and $236,000 , respectively, associated with the funding of the acquisitions assuming that acquisition related debt was incurred on those referenced above . In addition, incremental depreciation and amortization expense was recorded as if the acquisitions had occurred on the dates referenced above and amounted to $1.4 million and $4.1 million, respectively, for the three and six months ended June 30, 2014 . Finally, adjustments of $1.9 million and $6.2 million, respectively, were made to reduce SGA expenses for the three and six months ended June 30, 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. For the three and six months ended June 30, 2015, the pro forma results include adjustments to reflect additional interest and other expenses of $12,000 and $82,000 , respectively, associated with the funding of the acquisitions assuming that acquisition related debt was incurred on those referenced above . In addition, incremental depreciation and amortization expense was recorded as if the acquisitions had occurred on the dates referenced above and amounted to $50,000 and $348,000 for the three and six months ended June 30, 2015, respectively . Finally, adjustments of $110,000 and $429,000 were made to reduce and increase SGA expenses for the three and six months ended June 30, 2015, respectively, principally related to certain salary and other personal expenses attributable to the previous owners of the acquired businesses. These adjustments represent contractual reductions or increases 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 June 30, Six months ended June 30 , 201 4 201 5 201 4 201 5 (In thousands, except per share data) Pro forma revenues $ 207,638 $ 209,094 $ 397,383 $ 407,550 Pro forma net income (loss) 4,023 (7,756 ) 3,828 (5,829 ) Pro forma income (loss) per share: Basic $ 0.10 $ (0.19 ) $ 0.10 $ (0.14 ) Pro forma income (loss) per share: Diluted $ 0.10 $ (0.19 ) $ 0.09 $ (0.14 ) 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 an
Note 4 - Property, Equipment and Leasehold Improvements | 6 Months Ended |
Jun. 30, 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 June 30, 2015, consist of the following (in thousands): Estimated useful lives December 31, June 30, (years) 201 4 201 5 Building 15 $ 2,553 $ 2,661 Computer and office equipment 3 19,161 18,879 Furniture and fixtures 3 to 5 4,274 4,782 Leasehold improvements Lease term 4,836 5,807 30,824 32,129 Less accumulated depreciation and amortization 15,098 14,644 Totals $ 15,726 $ 17,485 Depreciation expense was $1.6 million and $3.0 million for the three and six months ended June 30, 2014, respectively. Depreciation expense was $1.6 million and $3.3 million for the three and six months ended June 30, 2015, respectively . |
Note 5 - Goodwill and Intangibl
Note 5 - Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 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 June 30, 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 4,654 — — — 4,654 Adjustments to prior year acquisitions 471 — — — 471 Effect of foreign currency translation — (1,551 ) 495 (3,266 ) (4,322 ) Balance at June 30, 2015 $ 406,685 $ 15,627 $ 38,849 $ 35,321 $ 496,482 (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 June 30, 2015, consist of the following (in thousands): December 31, 2014 Estimated useful lives (months) Gross carrying amount Accumulated amortization Net carrying 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 June 30, 2015 Estimated useful lives (months) Gross carrying amount Accumulated amortization Net carrying value Amortizable intangible assets: Customer relationships 40 to 60 $ 245,332 $ (185,655 ) $ 59,677 Tradenames 45 to 84 68,627 (49,826 ) 18,801 Covenants not to compete 36 9,834 (5,080 ) 4,754 Technology 24 to 40 9,184 (8,220 ) 964 Totals $ 332,977 $ (248,781 ) $ 84,196 The aggregate intangible amortization expense was $13.3 million and $26.2 million for the three and six months ended June 30, 2014, respectively. The aggregate intangible amortization expense was $12.2 million and $25.3 million for the three and six months ended June 30, 2015 , respectively. The estimated future amortization expense of intangible assets is as follows (in thousands): Amount Six months ended December 31, 2015 $ 22,906 Years ended December 31: 2016 35,005 2017 22,395 2018 3,007 2019 883 Total $ 84,196 |
Note 6 - Accrued Expenses
Note 6 - Accrued Expenses | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | (6) Accrued Expenses Accrued expenses at December 31, 2014 and June 30, 2015 consist of the following (in thousands): December 31, 201 4 June 30, 201 5 Accrued compensation and benefits $ 15,041 $ 11,630 Accrued selling and professional fees 4,202 2,588 Accrued income, value added and other taxes 26,576 29,950 Accrued medical panel fees 4,391 4,515 Other accrued expenses 3,768 3,198 Totals $ 53,978 $ 51,881 |
Note 7 - Stockholders' Equity
Note 7 - Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | (7) Stockholders’ Equity During the six months ended June 30, 2015, the Company issued approximately 810,000 shares of common stock to settle options exercised during the period. During the six months ended June 30, 2015, the Company issued approximately 20,000 shares of common stock to settle warrants exercised during the period. During the six months ended June 30, 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 six months ended June 30, 2015, the Company issued approximately 122,000 shares of common stock to settle restricted stock units whose restrictions were lifted during the period. During the six months ended June 30, 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 first 50% restriction on these shares was lifted on June 1, 2015 and the remaining 50% restriction will be lifted on June 1, 2016. The Company records the remaining expense related to these awards in SGA expenses over the remaining service period. During the six months ended June 30, 2015, the Company did not repurchase any shares under the share repurchase program. As of June 30, 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 Transact
Note 8 - Related Party Transactions | 6 Months Ended |
Jun. 30, 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 $115,000 and $291,000 in fees, pertaining to acquisition-related work performed during the three and six months ended June 30, 2014, respectively. The Company incurred $118,000 in fees, pertaining to acquisition-related work performed during the six months ended June 30, 2015, all of which were incurred during the first quarter of 2015. 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 Contin
Note 9 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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 six months ended December 31, 2015 and in each of the years subsequent to December 31, 2015 are as follows (in thousands): Amount Six months ended December 31, 2015 $ 6,964 Years ended December 31: 2016 12,670 2017 11,162 2018 9,105 2019 6,355 Thereafter 5,955 Total $ 52,211 Related rent expense was $3.7 million and $7.1 million for the three and six months ended June 30, 2014, respectively. Related rent expense was $4.5 million and $8.7 million for the three and six months ended June 30, 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 and six months ended June 30, 2014, the Company recorded $234,000 and $462,000, respectively, in compensation expense related to these plans. For the three and six months ended June 30, 2015, the Company recorded $306,000 and $676,000, respectively, in compensation expense related to these plans. |
Note 10 - Long-term Debt
Note 10 - Long-term Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | (10) Long-Term Debt Long-term debt at December 31, 2014 and June 30, 2015 consists of the following (in thousands): December 31, June 30, 2014 2015 ( in thousands Senior Unsecured Notes Payable (a) $ 250,000 $ 500,000 Senior Secured Revolving Credit Facility, Bank of America, N.A. (b) 143,853 — Working capital facilities, Barclays (c) 40,396 41,730 434,249 541,730 Less current portion 40,396 — $ 393,853 $ 541,730 (a) In July 2011, and through June 2012, the Company closed the offering of the Senior Unsecured Notes. The Senior Unsecured 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. On April 16, 2015, the Company closed a public offering of 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. The gross proceeds of $500.0 million were 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. The Notes were issued under an indenture, dated as of April 16, 2015, as supplemented by a supplemental indenture, dated April 16, 2015 (collectively, the “Indenture”), among the Company, the Guarantors and U.S. Bank, National Association, as trustee (the “Trustee”). The 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 Notes accrue interest at a rate of 5.625% per year, payable semi-annually in cash in arrears on April 15 and October 15 of each year, commencing October 15, 2015. Interest accrues from the issue date of the Notes . At any time on or after April 15, 2018, the Company may redeem some or all of the Notes at the redemption prices specified in the Indenture, plus accrued and unpaid interest to the date of redemption. Prior to April 15, 2018, the Company may redeem up to 40% of the aggregate principal amount of the Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 105.625% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, provided that at least 60% of the original aggregate principal amount of the Notes remains outstanding after redemption. In addition, the Company may redeem some or all of the Notes at any time prior to April 15, 2018 at a redemption price equal to 100% of the principal amount of the 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 Notes at 101% of their principal amount, plus accrued and unpaid interest. The Indenture also contains customary events of default. (b) On November 2, 2010, the Company entered into 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 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. Borrowings under the Senior Secured Revolving Credit Facility, as amended, bear interest, at either (i) LIBOR plus the applicable margin or (ii) a base rate (equal to the highest of (a) the federal funds rate plus 0.5%, (b) the Bank of America prime rate and (c) LIBOR (using a one-month period) plus 1.0%), plus the applicable margin, as the Company elects. The applicable margin means a percentage per annum determined in accordance with the following table: Pricing Tier Consolidated Senior Secured Leverage Ratio Commitment Fee/Unused Line Fee Letter of Credit Fee Eurocurrency Rate Loans Base Rate Loans 1 ≥ 4.00 to 1.0 0.45 % 2.75 % 2.75 % 1.75 % 2 ≥ 3.50 to 1.0 but < 4.00 to 1.0 0.40 % 2.50 % 2.50 % 1.50 % 3 ≥ 3.00 to 1.0 but < 3.50 to 1.0 0.35 % 2.25 % 2.25 % 1.25 % 4 ≥ 2.50 to 1.0 but < 3.00 to 1.0 0.30 % 2 .00 % 2 .00 % 1 .00 % 5 < 2.50 to 1.0 0.30 % 1.75 % 1.75 % 0.75 % 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. On June 1, 2015 the Company entered into a first amendment to the Senior Secured Revolving Credit Facility (“First Amendment”). The First Amendment amended the definition of “Change of Control” in the Senior Secured Revolving Credit Facility. As of June 30, 2015, the Company had no amount outstanding under the Senior Secured Revolving Credit Facility, resulting in $300.0 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 June 30, 2015) and to provide that payments by UKIM for certain non-working capital purposes are permitted under the UKIM SFA. Further, on April 16, 2015, UKIM entered into an amendment to extend the term of the existing UKIM SFA for an additional 36 months from the amendment date. 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 June 30, 2015, UKIM had $7.4 million outstanding under the working capital facility, resulting in approximately $456,000 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 June 30, 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. Further, on April 16, 2015, Premex entered into an amendment to extend the term of the existing Premex SFA for an additional 36 months from the amendment date. 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 June 30, 2015, Premex had $34.3 million outstanding under the working capital facility, resulting in approximately $7.3 million in availability. As of June 30, 2015, future maturities of long-term debt were as follows (in thousands): Amount Six months ended December 31, 2015 $ — Year ended December 31: 2016 — 2017 — 2018 41,730 2019 — Thereafter 500,000 Total $ 541,730 |
Note 11 - Financial Instruments
Note 11 - Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | (11) Financial Instruments The FASB issued ASC Topic 815, Derivatives and Hedging 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 $2.9 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 liabilities 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 June 30, 2015, the Company had a gross liability of $2.1 million recorded in other current liabilities, with the offsetting net unrealized loss being recorded in accumulated other comprehensive loss in its Consolidated Balance Sheets associated with open forward foreign currency contracts which matured in July of 2015. The Company does not enter into derivative transactions for speculative purposes. |
Note 12 - Income Taxes
Note 12 - Income Taxes | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2015, (in thousands) Balance at January 1, 2015 $ 1,593 Increase to prior year tax positions 87 Increase to current year tax positions — Expiration of the statute of limitations for the assessment of taxes (281 ) Decrease related to settlements — Balance at June 30, 2015 $ 1,399 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 Geographi
Note 13 - Segment and Geographical Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | (1 3 ) Segment and Geographical Information The Company applies the provisions of ASC Topic 280, Segment Reporting 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 June 30, For the six months ended June 30, 201 4 201 5 201 4 201 5 IME and other related services (1) $ 172,968 $ 175,488 $ 327,508 $ 342,833 Peer and bill reviews, Medicare compliance services and case management services (1) 23,477 33,250 41,965 62,221 Total revenues $ 196,445 $ 208,738 $ 369,473 $ 405,054 (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 MedAllocators 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): United United States Canada Kingdom Australia Total Three months ended June 30, 2014 Revenues $ 117,343 $ 8,578 $ 48,665 $ 21,859 $ 196,445 Segment profit 20,629 1,165 8,378 4,407 34,579 Depreciation and amortization expense 8,169 711 3,094 2,885 14,858 Capital expenditures (2,462 ) (8 ) (228 ) (201 ) (2,899 ) Six months ended June 30, 201 4 Revenues $ 223,392 $ 16,085 $ 90,718 $ 39,278 $ 369,473 Segment profit 36,583 2,263 15,459 8,284 62,589 Depreciation and amortization expense 15,888 1,522 6,269 5,521 29,200 Capital expenditures (2,864 ) (9 ) (517 ) (220 ) (3,610 ) Total assets (3) 575,153 28,904 244,176 101,459 949,692 Long-lived assets (2)(3) 486,176 21,411 107,338 88,826 703,751 Three months ended June 30, 2015 Revenues $ 132,125 $ 9,672 $ 46,012 $ 20,929 $ 208,738 Segment profit 22,752 1,350 7,482 4,773 36,357 Depreciation and amortization expense 9,071 108 2,097 2,453 13,729 Capital expenditures (1,653 ) (55 ) (245 ) (661 ) (2,614 ) Six months ended June 30, 2015 Revenues $ 253,843 $ 17,621 $ 93,456 $ 40,134 $ 405,054 Segment profit 42,274 1,984 15,182 8,869 68,309 Depreciation and amortization expense 18,482 690 4,480 4,925 28,577 Capital expenditures (3,323 ) (169 ) (434 ) (917 ) (4,843 ) Total assets (3) 699,371 24,212 251,876 85,726 1,061,185 Long-lived assets (2)(3) 472,161 16,041 97,286 67,077 652,565 (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 e nded June 30, For the six months ended June 30, 201 4 201 5 201 4 201 5 Segment Profit $ 34,579 $ 36,357 $ 62,589 $ 68,309 Depreciation and amortization (14,858 ) (13,729 ) (29,200 ) (28,577 ) Share-based compensation expense (4,627 ) (6,565 ) (9,980 ) (12,701 ) Acquisition related transaction costs (762 ) (134 ) (1,954 ) 248 Other expenses (186 ) (66 ) (186 ) (276 ) Income from operations $ 14,146 $ 15,863 $ 21,269 $ 27,003 |
Note 14 - Condensed Consolidati
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries | 6 Months Ended |
Jun. 30, 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 June 30, 2015, and for the three and six months ended June 30, 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 June 30, 2014 (In thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 117,343 $ 79,102 $ — $ — $ 196,445 Costs and expenses: Costs of revenues 76,483 48,368 — — 124,851 Selling, general and administrative expenses 21,846 20,744 — — 42,590 Depreciation and amortization 8,168 6,690 — — 14,858 Total costs and expenses 106,497 75,802 — — 182,299 Income from operations 10,846 3,300 — — 14,146 Interest and other expenses, net 6,116 1,979 — — 8,095 Income before income taxes 4,730 1,321 — — 6,051 Provision for income taxes 1,116 1,403 — — 2,519 Net income (loss) before earnings of consolidated subsidiaries $ 3,614 $ (82 ) $ — $ — $ 3,532 Net income (loss) of consolidated subsidiaries (82 ) — (82 ) 164 — Net income (loss) $ 3,532 $ (82 ) $ (82 ) $ 164 $ 3,532 Condensed Consolidating Statement of Operations for the six months ended June 30, 2014 (In thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 223,392 $ 146,081 $ — $ — $ 369,473 Costs and expenses: Costs of revenues 147,550 88,336 — — 235,886 Selling, general and administrative expenses 43,551 39,567 — — 83,118 Depreciation and amortization 15,888 13,312 — — 29,200 Total costs and expenses 206,989 141,215 — — 348,204 Income from operations 16,403 4,866 — — 21,269 Interest and other expenses, net 11,808 3,864 — — 15,672 Income before income taxes 4,595 1,002 — — 5,597 Provision (benefit) for income taxes (526 ) 2,880 — — 2,354 Net income (loss) before earnings of consolidated subsidiaries $ 5,121 $ (1,878 ) $ — $ — $ 3,243 Net income (loss) of consolidated subsidiaries (1,878 ) — (1,878 ) 3,756 — Net income (loss) $ 3,243 $ (1,878 ) $ (1,878 ) $ 3,756 $ 3,243 Condensed Consolidating Statement of Operations for the three months ended June 30, 2015 (In thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 132,125 $ 76,613 $ — $ — $ 208,738 Costs and expenses: Costs of revenues 88,622 47,803 — — 136,425 Selling, general and administrative expenses 23,689 19,032 — — 42,721 Depreciation and amortization 9,071 4,658 — — 13,729 Total costs and expenses 121,382 71,493 — — 192,875 Income from operations 10,743 5,120 — — 15,863 Interest and other expenses, net 27,013 1,554 — — 28,567 Income (loss) before income taxes (16,270 ) 3,566 — — (12,704 ) Provision (benefit) for income taxes (6,997 ) 2,156 — — (4,841 ) Net income (loss) before earnings of consolidated subsidiaries $ (9,273 ) $ 1,410 $ — $ — $ (7,863 ) Net income (loss) of consolidated subsidiaries 1,410 — 1,410 (2,820 ) — Net income (loss) $ (7,863 ) $ 1,410 $ 1,410 $ (2,820 ) $ (7,863 ) Condensed Consolidating Statement of Operations for the s ix m onths ended June 30, 2015 (In thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 253,843 $ 151,211 $ — $ — $ 405,054 Costs and expenses: Costs of revenues 170,956 93,645 — — 264,601 Selling, general and administrative expenses 46,703 38,170 — — 84,873 Depreciation and amortization 18,482 10,095 — — 28,577 Total costs and expenses 236,141 141,910 — — 378,051 Income from operations 17,702 9,301 — — 27,003 Interest and other expenses, net 33,422 3,149 — — 36,571 Income (loss) before income taxes (15,720 ) 6,152 — — (9,568 ) Provision (benefit) for income taxes (7,591 ) 3,862 — — (3,729 ) Net income (loss) before earnings of consolidated subsidiaries $ (8,129 ) $ 2,290 $ — $ — $ (5,839 ) Net income (loss) of consolidated subsidiaries 2,290 — 2,290 (4,580 ) — Net income (loss) $ (5,839 ) $ 2,290 $ 2,290 $ (4,580 ) $ (5,839 ) Condensed Consolidating Balance Sheet as of December 31, 201 4 (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 June 30, 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 $ 90,778 $ 14,315 $ — $ — $ 105,093 Accounts receivable, net 63,157 160,746 — — 223,903 Intercompany receivable 49,300 — 5,860 (55,160 ) — Prepaid expenses 8,898 4,735 — — 13,633 Deferred tax assets 3,938 96 — — 4,034 Other current assets — 1,179 — — 1,179 Total current assets 216,071 181,071 5,860 (55,160 ) 347,842 Property, equipment and leasehold improvements, net 11,961 5,524 — — 17,485 Investment in subsidiaries 218,225 — 728,711 (946,936 ) — Intercompany notes receivable 174,326 — 174,326 (348,652 ) — Goodwill 392,231 104,251 — — 496,482 Intangible assets, net 56,838 27,358 — — 84,196 Long-term accounts receivable, less current portion — 52,109 — — 52,109 Deferred tax assets, noncurrent 43,920 6,762 — — 50,682 Deferred financing costs, net 9,962 134 — — 10,096 Other assets 680 1,613 — — 2,293 Total assets $ 1,124,214 $ 378,822 $ 908,897 $ (1,350,748 ) $ 1,061,185 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 19,285 $ 37,972 $ — $ — $ 57,257 Intercompany payable 5,860 49,300 — (55,160 ) — Accrued expenses 17,858 34,023 — — 51,881 Accrued interest expense — — 5,860 — 5,860 Deferred revenue 164 4,744 — — 4,908 Current portion of contingent earnout obligation — 4,567 — — 4,567 Current portion of working capital facilities — — — — — Other current liabilities 4,757 4,493 — — 9,250 Total current liabilities 47,924 135,099 5,860 (55,160 ) 133,723 Senior unsecured notes payable — — 500,000 — 500,000 Senior secured revolving credit facility and working capital facilities, less current portion — 41,730 — — 41,730 Intercompany notes payable 174,326 174,326 — (348,652 ) — Deferred tax liability, noncurrent 9,554 — — — 9,554 Other long-term liabilities 3,417 9,088 — — 12,505 Total liabilities 235,221 360,243 505,860 (403,812 ) 697,512 Commitments and contingencies Stockholders’ equity (deficit) 888,993 18,579 403,037 (946,936 ) 363,673 Total liabilities and stockholders' equity (deficit) $ 1,124,214 $ 378,822 $ 908,897 $ (1,350,748 ) $ 1,061,185 C ondensed Consolidating Statement of Cash Flows for the six months ended June 30, 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 $ 13,234 $ 5,521 $ — $ — $ 18,755 Investing activities: Cash paid for acquisitions, net (175,590 ) (9,538 ) — — (185,128 ) Purchases of equipment and leasehold improvements, net (2,864 ) (746 ) — — (3,610 ) Working capital and other settlements for acquisitions (430 ) (1,869 ) — — (2,299 ) Cash paid for foreign currency net investment hedge (5,044 ) — — — (5,044 ) Other (839 ) — — — (839 ) Net cash used in investing activities (184,767 ) (12,153 ) — — (196,920 ) Financing activities: Borrowings under senior secured revolving credit facility — — 219,995 — 219,995 Proceeds from the exercise of options and warrants — 23,090 — 23,090 Excess tax benefit related to share-based compensation — 7,314 — 7,314 Net borrowings under working capital facilities 1,160 — — 1,160 Payment of deferred financing costs — (241 ) — (241 ) Repayment of subordinated unsecured notes payable (333 ) — — — (333 ) Repayment under senior secured revolving credit facility — — (78,000 ) — (78,000 ) Intercompany notes and investments and other 172,105 — (172,158 ) — (53 ) Net cash provided by financing activities 171,772 1,160 — — 172,932 Exchange rate impact on cash and cash equivalents — 295 — — 295 Net increase (decrease) in cash and cash equivalents 239 (5,177 ) — — (4,938 ) Cash and cash equivalents, beginning of period 760 12,069 — — 12,829 Cash and cash equivalents, end of period $ 999 $ 6,892 $ — $ — $ 7,891 Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 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 $ 6,735 $ 7,316 $ — $ — $ 14,051 Investing activities: Cash paid for acquisitions, net (11,145 ) — — — (11,145 ) Purchases of equipment and leasehold improvements, net (3,323 ) (1,520 ) — — (4,843 ) Working capital and other settlements for acquisitions (91 ) — — — (91 ) Cash proceeds from foreign currency net investment hedge 2,930 — — — 2,930 Other (1,310 ) — — — (1,310 ) Net cash used in investing activities (12,939 ) (1,520 ) — — (14,459 ) Financing activities: Borrowings under senior unsecured notes — — 500,000 — 500,000 Borrowings under senior secured revolving credit facility — — 25,478 — 25,478 Proceeds from the exercise of options and warrants — — 11,451 — 11,451 Excess tax benefit related to share-based compensation — — 2,147 — 2,147 Net borrowings under working capital facilities — 827 — — 827 Repayment of contingent earnout obligation — (1,023 ) — — (1,023 ) Payment of deferred financing costs — (143 ) (8,533 ) — (8,676 ) Payment for early redemption of senior unsecured notes — (14,618 ) — (14,618 ) Repayment under senior secured revolving credit facility — — (169,331 ) — (169,331 ) Repayments of senior unsecured notes — — (250,000 ) — (250,000 ) Intercompany notes and investments and other 96,594 — (96,594 ) — — Net cash provided by (used in) financing activities 96,594 (339 ) — — 96,255 Exchange rate impact on cash and cash equivalents — (505 ) — — (505 ) Net increase in cash and cash equivalents 90,390 4,952 — — 95,342 Cash and cash equivalents, beginning of period 388 9,363 — — 9,751 Cash and cash equivalents, end of period $ 90,778 $ 14,315 $ — $ — $ 105,093 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 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 $11.7 million as of December 31, 2014 and June 30, 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 June 30, 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 and six months ended June 30, 2014 and 2015, no individual customer accounted for more than 10% of revenues. At December 31, 2014 and June 30, 2015 there was one individual customer that accounted for approximately 14% and 16%, respectively, of the accounts receivable balance. As of June 30, 2015, the Company had cash and cash equivalents totaling approximately $105.1 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $90.8 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 — Overal l |
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 June 30, 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). The Company has incurred deferred financing costs of $8.4 million, of which $241,000 and $1.3 million were incurred in the six months ended June 30, 2014 and 2015, respectively . In the second quarter of 2015, the Company amended and restated the Senior Secured Revolving Credit Facility, which resulted in a loss on extinguishment of debt of approximately $274,000 for the write-off of unamortized deferred financing costs. In July 2011, the Company closed a private offering of $250.0 million in aggregate principal amount of 9.0% senior notes due 2019, which were subsequently registered through a public exchange offer (the “Senior Unsecured Notes”). The Company had incurred deferred financing costs of $7.1 million associated therewith, none of which were incurred in the three and six months ended June 30, 2014 and 2015. In April 2015, the Company completed a public offering of $500.0 million in aggregate principal amount of 5.625% senior unsecured 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 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. The Company has incurred deferred financing costs of $7.5 million relating to this offering, all of which were incurred in the six months ended June 30, 2015. In connection with the redemption of the Senior Unsecured Notes in May of 2015, the Company recorded debt extinguishment costs of $18.3 million of which $3.7 million related to unamortized deferred financing costs and $14.6 million related to a premium paid for the early redemption of the Senior Unsecured Notes. The deferred financing costs associated with the Senior Secured Revolving Credit Facility and the 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 $580,000 and $1.2 million for the three and six months ended June 30, 2014, respectively and $444,000 and $1.0 million for the three and six months ended June 30, 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 June 30, 2015, the Company had $4.4 million and $3.4 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 Income Taxes — Overall |
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 and six months ended June 30, 2015, the potentially dilutive securities include options, shares of restricted stock with a service restriction not yet satisfied and RSUs exercisable into 5.5 million shares of common stock. For the three and six months ended June 30, 2015, 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 and six months ended June 30, 2014 (amounts in thousands): Three months ended June 30, 2014 Six months ended June 30, 2014 Net income $ 3,532 $ 3,243 Basic shares outstanding: Common stock 38,452 37,764 Diluted shares outstanding: Common stock 38,452 37,764 Dilutive securities (1) 2,488 2,758 Total 40,940 40,522 (1) For the three and six months ended June 30, 2014, the Company's dilutive securities exclude options potentially exercisable in the future into 97,000 shares and 69,000 shares, respectively, because their inclusion would have been anti-dilutive. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-Based Compensation The Company has an Amended and Restated 2008 Stock Incentive Plan, as amended, (the “Plan”) that provides for granting of stock options, 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 six months ended June 30, 2015 were as follows: 201 5 Volatility 48.59% Expected life (years) 6.00 Risk-free interest rate 2.01% Dividend yield — Fair value $19.30 – $19.37 In the six months ended June 30, 2015, the Company issued approximately 35,000 stock option awards to employees. The weighted average fair value of each stock option was $19.36 per option and the aggregate fair value was $678,000 . 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 $2.0 million and $4.7 million for the three and six months ended June 30, 2014, respectively , of which $492,000 and $1.2 million, respectively , was included in costs of revenues, and $1.5 million and $3.5 million, respectively , was recorded in selling, general and administrative (“SGA”) expenses. Share-based compensation expense related to stock option awards was $1.2 million and $3.1 million for the three and six months ended June 30, 2015, respectively , of which $259,000 and $728,000, respectively , was included in costs of revenues, and $981,000 and $2.4 million, respectively , was recorded in SGA expenses. At June 30, 2015, the unrecognized compensation expense related to stock option awards was $7.1 million, with a remaining weighted average life of 1.6 years. A summary of option activity for the six months ended June 30, 2015 is as follows: Number of options Weighted average exercise price Weighted average remaining contractual life ( years ) Aggregate intrinsic value (in thousands) Outstanding at December 31, 2014 4,965,947 $ 12.96 Options granted 35,000 40.20 Options forfeited (38,766 ) 22.67 Options exercised (819,097 ) 13.98 Outstanding at June 30, 2015 4,143,084 $ 12.90 Exercisable at June 30, 2015 3,595,175 $ 10.15 5.6 $ 104,071 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 $22.1 million during the six months ended June 30, 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 $2.2 million and $4.3 million for the three and six months ended June 30, 2014, respectively, all of which is included in SGA expenses. Share-based compensation expense related to shares of restricted stock and RSUs was $4.7 million and $8.8 million for the three and six months ended June 30, 2015, respectively, all of which is included in SGA expenses. The following is a summary of restricted share and RSU activity for the six months ended June 30, 2015: Number of awards Weighted average grant date fair value Non-vested awards at December 31, 2014 880,433 $ 25.46 Awards granted 801,578 40.44 Awards vested (334,997 ) 25.22 Awards forfeited (15,559 ) 32.07 Non-vested awards at June 30, 2015 1,331,455 $ 34.46 The total fair value of vested RSUs and shares of restricted stock during the six months ended June 30, 2015 was $8.4 million. At June 30, 2015, total unrecognized compensation costs related to non-vested restricted shares and RSUs was $35.4 million which is expected to be recognized over a weighted average period of 2.2 years. During the three and six months ended June 30, 2014, the Company recorded share-based compensation expense of $437,000 and $975,000, 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. During the three and six months ended June 30, 2015, the Company recorded share-based compensation expense of $647,000 and $777,000, 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 June 30, 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 June 30, 2015 Financial instruments: Contingent consideration $ — $ — $ (4,567 ) $ (4,567 ) Foreign currency derivative liability — (2,126 ) — (2,126 ) 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 $2.0 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 $134,000 recorded in interest and other expenses, net in the Consolidated Statements of Comprehensive Income (Loss) due to changes in the fair value of the contingent consideration 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 Currency Translation Net investment hedge - foreign exchange contract Total Balance at December 31, 2014 $ (17,821 ) $ 3,445 $ (14,376 ) Change during 2015: Before-tax amount (5,895 ) 532 (5,363 ) Tax (expense) benefit 1,510 (210 ) 1,300 Total activity in 2015 (4,385 ) 322 (4,063 ) Balance at June 30, 2015 $ (22,206 ) $ 3,767 $ (18,439 ) |
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 Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, (Topic 606): Revenue from Contracts with Customers Topic 605, Revenue Recognition In August 2014, the FASB issued ASU No. 2014-15, “ Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncerta i nties about an Entity’s Ability to Continue as a Going Concern In April 2015, the FASB issued ASU No. 2015 -03, “ Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs -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 Significa21
Note 2 - Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Three months ended June 30, 2014 Six months ended June 30, 2014 Net income $ 3,532 $ 3,243 Basic shares outstanding: Common stock 38,452 37,764 Diluted shares outstanding: Common stock 38,452 37,764 Dilutive securities (1) 2,488 2,758 Total 40,940 40,522 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 201 5 Volatility 48.59% Expected life (years) 6.00 Risk-free interest rate 2.01% Dividend yield — Fair value $19.30 – $19.37 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of options Weighted average exercise price Weighted average remaining contractual life ( years ) Aggregate intrinsic value (in thousands) Outstanding at December 31, 2014 4,965,947 $ 12.96 Options granted 35,000 40.20 Options forfeited (38,766 ) 22.67 Options exercised (819,097 ) 13.98 Outstanding at June 30, 2015 4,143,084 $ 12.90 Exercisable at June 30, 2015 3,595,175 $ 10.15 5.6 $ 104,071 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Number of awards Weighted average grant date fair value Non-vested awards at December 31, 2014 880,433 $ 25.46 Awards granted 801,578 40.44 Awards vested (334,997 ) 25.22 Awards forfeited (15,559 ) 32.07 Non-vested awards at June 30, 2015 1,331,455 $ 34.46 |
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 June 30, 2015 Financial instruments: Contingent consideration $ — $ — $ (4,567 ) $ (4,567 ) Foreign currency derivative liability — (2,126 ) — (2,126 ) |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Foreign Currency Translation Net investment hedge - foreign exchange contract Total Balance at December 31, 2014 $ (17,821 ) $ 3,445 $ (14,376 ) Change during 2015: Before-tax amount (5,895 ) 532 (5,363 ) Tax (expense) benefit 1,510 (210 ) 1,300 Total activity in 2015 (4,385 ) 322 (4,063 ) Balance at June 30, 2015 $ (22,206 ) $ 3,767 $ (18,439 ) |
Note 3 - Acquisitions (Tables)
Note 3 - Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Note 3 - Acquisitions (Tables) [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | Three months ended June 30, Six months ended June 30 , 201 4 201 5 201 4 201 5 (In thousands, except per share data) Pro forma revenues $ 207,638 $ 209,094 $ 397,383 $ 407,550 Pro forma net income (loss) 4,023 (7,756 ) 3,828 (5,829 ) Pro forma income (loss) per share: Basic $ 0.10 $ (0.19 ) $ 0.10 $ (0.14 ) Pro forma income (loss) per share: Diluted $ 0.10 $ (0.19 ) $ 0.09 $ (0.14 ) |
2014 Acquisitions [Member] | |
Note 3 - Acquisitions (Tables) [Line Items] | |
Schedule of Preliminary Purchase Price Allocation [Table Text Block] | Preliminary purchase price allocation December 31, 2014 Adjustments/ reclassifications Preliminary purchase price allocation June 30, 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 136,034 471 136,505 Net deferred tax liability associated with step-up in book basis (9,041 ) — (9,041 ) Assets acquired and liabilities assumed, net 3,785 (380 ) 3,405 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 June 30, 2015 Equipment and leasehold improvements $ 74 Customer relationships 4,265 Tradename 998 Covenants not to compete 182 Goodwill 4,654 Assets acquired and liabilities assumed, net 972 Total $ 11,145 |
Note 4 - Property, Equipment 23
Note 4 - Property, Equipment and Leasehold Improvements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Estimated useful lives December 31, June 30, (years) 201 4 201 5 Building 15 $ 2,553 $ 2,661 Computer and office equipment 3 19,161 18,879 Furniture and fixtures 3 to 5 4,274 4,782 Leasehold improvements Lease term 4,836 5,807 30,824 32,129 Less accumulated depreciation and amortization 15,098 14,644 Totals $ 15,726 $ 17,485 |
Note 5 - Goodwill and Intangi24
Note 5 - Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 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 4,654 — — — 4,654 Adjustments to prior year acquisitions 471 — — — 471 Effect of foreign currency translation — (1,551 ) 495 (3,266 ) (4,322 ) Balance at June 30, 2015 $ 406,685 $ 15,627 $ 38,849 $ 35,321 $ 496,482 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, 2014 Estimated useful lives (months) Gross carrying amount Accumulated amortization Net carrying 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 June 30, 2015 Estimated useful lives (months) Gross carrying amount Accumulated amortization Net carrying value Amortizable intangible assets: Customer relationships 40 to 60 $ 245,332 $ (185,655 ) $ 59,677 Tradenames 45 to 84 68,627 (49,826 ) 18,801 Covenants not to compete 36 9,834 (5,080 ) 4,754 Technology 24 to 40 9,184 (8,220 ) 964 Totals $ 332,977 $ (248,781 ) $ 84,196 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amount Six months ended December 31, 2015 $ 22,906 Years ended December 31: 2016 35,005 2017 22,395 2018 3,007 2019 883 Total $ 84,196 |
Note 6 - Accrued Expenses (Tabl
Note 6 - Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | December 31, 201 4 June 30, 201 5 Accrued compensation and benefits $ 15,041 $ 11,630 Accrued selling and professional fees 4,202 2,588 Accrued income, value added and other taxes 26,576 29,950 Accrued medical panel fees 4,391 4,515 Other accrued expenses 3,768 3,198 Totals $ 53,978 $ 51,881 |
Note 9 - Commitments and Cont26
Note 9 - Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases of Lessee Disclosure [Table Text Block] | Amount Six months ended December 31, 2015 $ 6,964 Years ended December 31: 2016 12,670 2017 11,162 2018 9,105 2019 6,355 Thereafter 5,955 Total $ 52,211 |
Note 10 - Long-term Debt (Table
Note 10 - Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | December 31, June 30, 2014 2015 ( in thousands Senior Unsecured Notes Payable (a) $ 250,000 $ 500,000 Senior Secured Revolving Credit Facility, Bank of America, N.A. (b) 143,853 — Working capital facilities, Barclays (c) 40,396 41,730 434,249 541,730 Less current portion 40,396 — $ 393,853 $ 541,730 |
Schedule of Guarantor Obligations [Table Text Block] | Pricing Tier Consolidated Senior Secured Leverage Ratio Commitment Fee/Unused Line Fee Letter of Credit Fee Eurocurrency Rate Loans Base Rate Loans 1 ≥ 4.00 to 1.0 0.45 % 2.75 % 2.75 % 1.75 % 2 ≥ 3.50 to 1.0 but < 4.00 to 1.0 0.40 % 2.50 % 2.50 % 1.50 % 3 ≥ 3.00 to 1.0 but < 3.50 to 1.0 0.35 % 2.25 % 2.25 % 1.25 % 4 ≥ 2.50 to 1.0 but < 3.00 to 1.0 0.30 % 2 .00 % 2 .00 % 1 .00 % 5 < 2.50 to 1.0 0.30 % 1.75 % 1.75 % 0.75 % |
Schedule of Maturities of Long-term Debt [Table Text Block] | Amount Six months ended December 31, 2015 $ — Year ended December 31: 2016 — 2017 — 2018 41,730 2019 — Thereafter 500,000 Total $ 541,730 |
Note 12 - Income Taxes (Tables)
Note 12 - Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 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 87 Increase to current year tax positions — Expiration of the statute of limitations for the assessment of taxes (281 ) Decrease related to settlements — Balance at June 30, 2015 $ 1,399 |
Note 13 - Segment and Geograp29
Note 13 - Segment and Geographical Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Products and Services [Table Text Block] | Revenues For the three months ended June 30, For the six months ended June 30, 201 4 201 5 201 4 201 5 IME and other related services (1) $ 172,968 $ 175,488 $ 327,508 $ 342,833 Peer and bill reviews, Medicare compliance services and case management services (1) 23,477 33,250 41,965 62,221 Total revenues $ 196,445 $ 208,738 $ 369,473 $ 405,054 |
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 June 30, 2014 Revenues $ 117,343 $ 8,578 $ 48,665 $ 21,859 $ 196,445 Segment profit 20,629 1,165 8,378 4,407 34,579 Depreciation and amortization expense 8,169 711 3,094 2,885 14,858 Capital expenditures (2,462 ) (8 ) (228 ) (201 ) (2,899 ) Six months ended June 30, 201 4 Revenues $ 223,392 $ 16,085 $ 90,718 $ 39,278 $ 369,473 Segment profit 36,583 2,263 15,459 8,284 62,589 Depreciation and amortization expense 15,888 1,522 6,269 5,521 29,200 Capital expenditures (2,864 ) (9 ) (517 ) (220 ) (3,610 ) Total assets (3) 575,153 28,904 244,176 101,459 949,692 Long-lived assets (2)(3) 486,176 21,411 107,338 88,826 703,751 Three months ended June 30, 2015 Revenues $ 132,125 $ 9,672 $ 46,012 $ 20,929 $ 208,738 Segment profit 22,752 1,350 7,482 4,773 36,357 Depreciation and amortization expense 9,071 108 2,097 2,453 13,729 Capital expenditures (1,653 ) (55 ) (245 ) (661 ) (2,614 ) Six months ended June 30, 2015 Revenues $ 253,843 $ 17,621 $ 93,456 $ 40,134 $ 405,054 Segment profit 42,274 1,984 15,182 8,869 68,309 Depreciation and amortization expense 18,482 690 4,480 4,925 28,577 Capital expenditures (3,323 ) (169 ) (434 ) (917 ) (4,843 ) Total assets (3) 699,371 24,212 251,876 85,726 1,061,185 Long-lived assets (2)(3) 472,161 16,041 97,286 67,077 652,565 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | For the three months e nded June 30, For the six months ended June 30, 201 4 201 5 201 4 201 5 Segment Profit $ 34,579 $ 36,357 $ 62,589 $ 68,309 Depreciation and amortization (14,858 ) (13,729 ) (29,200 ) (28,577 ) Share-based compensation expense (4,627 ) (6,565 ) (9,980 ) (12,701 ) Acquisition related transaction costs (762 ) (134 ) (1,954 ) 248 Other expenses (186 ) (66 ) (186 ) (276 ) Income from operations $ 14,146 $ 15,863 $ 21,269 $ 27,003 |
Note 14 - Condensed Consolida30
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Tables) | 6 Months Ended |
Jun. 30, 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 $ 117,343 $ 79,102 $ — $ — $ 196,445 Costs and expenses: Costs of revenues 76,483 48,368 — — 124,851 Selling, general and administrative expenses 21,846 20,744 — — 42,590 Depreciation and amortization 8,168 6,690 — — 14,858 Total costs and expenses 106,497 75,802 — — 182,299 Income from operations 10,846 3,300 — — 14,146 Interest and other expenses, net 6,116 1,979 — — 8,095 Income before income taxes 4,730 1,321 — — 6,051 Provision for income taxes 1,116 1,403 — — 2,519 Net income (loss) before earnings of consolidated subsidiaries $ 3,614 $ (82 ) $ — $ — $ 3,532 Net income (loss) of consolidated subsidiaries (82 ) — (82 ) 164 — Net income (loss) $ 3,532 $ (82 ) $ (82 ) $ 164 $ 3,532 Guarantor Subsidiaries Non-Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 223,392 $ 146,081 $ — $ — $ 369,473 Costs and expenses: Costs of revenues 147,550 88,336 — — 235,886 Selling, general and administrative expenses 43,551 39,567 — — 83,118 Depreciation and amortization 15,888 13,312 — — 29,200 Total costs and expenses 206,989 141,215 — — 348,204 Income from operations 16,403 4,866 — — 21,269 Interest and other expenses, net 11,808 3,864 — — 15,672 Income before income taxes 4,595 1,002 — — 5,597 Provision (benefit) for income taxes (526 ) 2,880 — — 2,354 Net income (loss) before earnings of consolidated subsidiaries $ 5,121 $ (1,878 ) $ — $ — $ 3,243 Net income (loss) of consolidated subsidiaries (1,878 ) — (1,878 ) 3,756 — Net income (loss) $ 3,243 $ (1,878 ) $ (1,878 ) $ 3,756 $ 3,243 Guarantor Subsidiaries Non-Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 132,125 $ 76,613 $ — $ — $ 208,738 Costs and expenses: Costs of revenues 88,622 47,803 — — 136,425 Selling, general and administrative expenses 23,689 19,032 — — 42,721 Depreciation and amortization 9,071 4,658 — — 13,729 Total costs and expenses 121,382 71,493 — — 192,875 Income from operations 10,743 5,120 — — 15,863 Interest and other expenses, net 27,013 1,554 — — 28,567 Income (loss) before income taxes (16,270 ) 3,566 — — (12,704 ) Provision (benefit) for income taxes (6,997 ) 2,156 — — (4,841 ) Net income (loss) before earnings of consolidated subsidiaries $ (9,273 ) $ 1,410 $ — $ — $ (7,863 ) Net income (loss) of consolidated subsidiaries 1,410 — 1,410 (2,820 ) — Net income (loss) $ (7,863 ) $ 1,410 $ 1,410 $ (2,820 ) $ (7,863 ) Guarantor Subsidiaries Non-Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 253,843 $ 151,211 $ — $ — $ 405,054 Costs and expenses: Costs of revenues 170,956 93,645 — — 264,601 Selling, general and administrative expenses 46,703 38,170 — — 84,873 Depreciation and amortization 18,482 10,095 — — 28,577 Total costs and expenses 236,141 141,910 — — 378,051 Income from operations 17,702 9,301 — — 27,003 Interest and other expenses, net 33,422 3,149 — — 36,571 Income (loss) before income taxes (15,720 ) 6,152 — — (9,568 ) Provision (benefit) for income taxes (7,591 ) 3,862 — — (3,729 ) Net income (loss) before earnings of consolidated subsidiaries $ (8,129 ) $ 2,290 $ — $ — $ (5,839 ) Net income (loss) of consolidated subsidiaries 2,290 — 2,290 (4,580 ) — Net income (loss) $ (5,839 ) $ 2,290 $ 2,290 $ (4,580 ) $ (5,839 ) |
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 $ 90,778 $ 14,315 $ — $ — $ 105,093 Accounts receivable, net 63,157 160,746 — — 223,903 Intercompany receivable 49,300 — 5,860 (55,160 ) — Prepaid expenses 8,898 4,735 — — 13,633 Deferred tax assets 3,938 96 — — 4,034 Other current assets — 1,179 — — 1,179 Total current assets 216,071 181,071 5,860 (55,160 ) 347,842 Property, equipment and leasehold improvements, net 11,961 5,524 — — 17,485 Investment in subsidiaries 218,225 — 728,711 (946,936 ) — Intercompany notes receivable 174,326 — 174,326 (348,652 ) — Goodwill 392,231 104,251 — — 496,482 Intangible assets, net 56,838 27,358 — — 84,196 Long-term accounts receivable, less current portion — 52,109 — — 52,109 Deferred tax assets, noncurrent 43,920 6,762 — — 50,682 Deferred financing costs, net 9,962 134 — — 10,096 Other assets 680 1,613 — — 2,293 Total assets $ 1,124,214 $ 378,822 $ 908,897 $ (1,350,748 ) $ 1,061,185 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 19,285 $ 37,972 $ — $ — $ 57,257 Intercompany payable 5,860 49,300 — (55,160 ) — Accrued expenses 17,858 34,023 — — 51,881 Accrued interest expense — — 5,860 — 5,860 Deferred revenue 164 4,744 — — 4,908 Current portion of contingent earnout obligation — 4,567 — — 4,567 Current portion of working capital facilities — — — — — Other current liabilities 4,757 4,493 — — 9,250 Total current liabilities 47,924 135,099 5,860 (55,160 ) 133,723 Senior unsecured notes payable — — 500,000 — 500,000 Senior secured revolving credit facility and working capital facilities, less current portion — 41,730 — — 41,730 Intercompany notes payable 174,326 174,326 — (348,652 ) — Deferred tax liability, noncurrent 9,554 — — — 9,554 Other long-term liabilities 3,417 9,088 — — 12,505 Total liabilities 235,221 360,243 505,860 (403,812 ) 697,512 Commitments and contingencies Stockholders’ equity (deficit) 888,993 18,579 403,037 (946,936 ) 363,673 Total liabilities and stockholders' equity (deficit) $ 1,124,214 $ 378,822 $ 908,897 $ (1,350,748 ) $ 1,061,185 |
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 $ 13,234 $ 5,521 $ — $ — $ 18,755 Investing activities: Cash paid for acquisitions, net (175,590 ) (9,538 ) — — (185,128 ) Purchases of equipment and leasehold improvements, net (2,864 ) (746 ) — — (3,610 ) Working capital and other settlements for acquisitions (430 ) (1,869 ) — — (2,299 ) Cash paid for foreign currency net investment hedge (5,044 ) — — — (5,044 ) Other (839 ) — — — (839 ) Net cash used in investing activities (184,767 ) (12,153 ) — — (196,920 ) Financing activities: Borrowings under senior secured revolving credit facility — — 219,995 — 219,995 Proceeds from the exercise of options and warrants — 23,090 — 23,090 Excess tax benefit related to share-based compensation — 7,314 — 7,314 Net borrowings under working capital facilities 1,160 — — 1,160 Payment of deferred financing costs — (241 ) — (241 ) Repayment of subordinated unsecured notes payable (333 ) — — — (333 ) Repayment under senior secured revolving credit facility — — (78,000 ) — (78,000 ) Intercompany notes and investments and other 172,105 — (172,158 ) — (53 ) Net cash provided by financing activities 171,772 1,160 — — 172,932 Exchange rate impact on cash and cash equivalents — 295 — — 295 Net increase (decrease) in cash and cash equivalents 239 (5,177 ) — — (4,938 ) Cash and cash equivalents, beginning of period 760 12,069 — — 12,829 Cash and cash equivalents, end of period $ 999 $ 6,892 $ — $ — $ 7,891 Guarantor Subsidiaries Non-Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Net cash provided by operating activities $ 6,735 $ 7,316 $ — $ — $ 14,051 Investing activities: Cash paid for acquisitions, net (11,145 ) — — — (11,145 ) Purchases of equipment and leasehold improvements, net (3,323 ) (1,520 ) — — (4,843 ) Working capital and other settlements for acquisitions (91 ) — — — (91 ) Cash proceeds from foreign currency net investment hedge 2,930 — — — 2,930 Other (1,310 ) — — — (1,310 ) Net cash used in investing activities (12,939 ) (1,520 ) — — (14,459 ) Financing activities: Borrowings under senior unsecured notes — — 500,000 — 500,000 Borrowings under senior secured revolving credit facility — — 25,478 — 25,478 Proceeds from the exercise of options and warrants — — 11,451 — 11,451 Excess tax benefit related to share-based compensation — — 2,147 — 2,147 Net borrowings under working capital facilities — 827 — — 827 Repayment of contingent earnout obligation — (1,023 ) — — (1,023 ) Payment of deferred financing costs — (143 ) (8,533 ) — (8,676 ) Payment for early redemption of senior unsecured notes — (14,618 ) — (14,618 ) Repayment under senior secured revolving credit facility — — (169,331 ) — (169,331 ) Repayments of senior unsecured notes — — (250,000 ) — (250,000 ) Intercompany notes and investments and other 96,594 — (96,594 ) — — Net cash provided by (used in) financing activities 96,594 (339 ) — — 96,255 Exchange rate impact on cash and cash equivalents — (505 ) — — (505 ) Net increase in cash and cash equivalents 90,390 4,952 — — 95,342 Cash and cash equivalents, beginning of period 388 9,363 — — 9,751 Cash and cash equivalents, end of period $ 90,778 $ 14,315 $ — $ — $ 105,093 |
Note 1 - Nature of Operations31
Note 1 - Nature of Operations and Basis of Presentation (Details) - Jun. 30, 2015 | Total | Total |
Disclosure Text Block [Abstract] | ||
Number of Businesses Acquired | 51 | 52 |
Number of Service Centers | 66 | 66 |
Number of States in which Entity Operates | 50 | 50 |
Note 2 - Summary of Significa32
Note 2 - Summary of Significant Accounting Policies (Details) | Apr. 16, 2015USD ($) | Apr. 30, 2015USD ($) | Mar. 31, 2015USD ($)shares | Jun. 30, 2015USD ($)shares | Jun. 30, 2014USD ($)shares | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014USD ($)shares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Jul. 31, 2011USD ($) |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 | $ 0 | |||||||
Allowance for Doubtful Accounts Receivable | 11,700,000 | 11,700,000 | 9,900,000 | |||||||
Cash and Cash Equivalents, at Carrying Value | 105,093,000 | $ 7,891,000 | 105,093,000 | $ 7,891,000 | 9,751,000 | $ 12,829,000 | ||||
Cash, FDIC Insured Amount | 250,000 | 250,000 | ||||||||
Impairment of Long-Lived Assets Held-for-use | 0 | 0 | ||||||||
Payments of Debt Extinguishment Costs | 14,618,000 | |||||||||
Gains (Losses) on Extinguishment of Debt | (18,619,000) | (18,619,000) | ||||||||
Amortization of Financing Costs | $ 444,000 | $ 580,000 | $ 1,031,000 | $ 1,152,000 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 5,500,000 | 97,000 | 5,500,000 | 69,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (2,000,000) | |||||||||
2014 Acquisitions [Member] | ||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Business Combination Contingent Consideration Settled In Cash | 1,000,000 | |||||||||
2014 Acquisitions [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Increase Decrease In Interest And Other Expense Related To Contingent Consideration | 941,000 | |||||||||
2014 Acquisitions [Member] | Interest and Other Expenses [Member] | ||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Increase Decrease In Interest And Other Expense Related To Contingent Consideration | $ 134,000 | |||||||||
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) | shares | 35,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ / shares | $ 19.36 | |||||||||
Stock Granted, Value, Share-based Compensation, Gross | $ 678,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||
Allocated Share-based Compensation Expense | $ 1,200,000 | $ 2,000,000 | $ 3,100,000 | $ 4,700,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 7,100,000 | $ 7,100,000 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 219 days | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 22,100,000 | |||||||||
Employee Stock Option [Member] | Cost of Sales [Member] | ||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Allocated Share-based Compensation Expense | 259,000 | 492,000 | 728,000 | 1,200,000 | ||||||
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 | 981,000 | 1,500,000 | 2,400,000 | 3,500,000 | ||||||
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 | 35,400,000 | $ 35,400,000 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 73 days | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 8,400,000 | |||||||||
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 | 4,700,000 | 2,200,000 | 8,800,000 | 4,300,000 | ||||||
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) | shares | 122,000 | |||||||||
UNITED STATES | ||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Cash and Cash Equivalents, at Carrying Value | 90,800,000 | 90,800,000 | ||||||||
UNITED KINGDOM | ||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Deferred Revenue | 3,400,000 | 3,400,000 | $ 4,400,000 | |||||||
Incentive Compensation Plan [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Allocated Share-based Compensation Expense | 647,000 | 437,000 | $ 777,000 | 975,000 | ||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Number of Major Customers | 1 | 1 | ||||||||
Concentration Risk, Percentage | 16.00% | 14.00% | ||||||||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Deferred Finance Costs, Gross | 8,400,000 | $ 8,400,000 | ||||||||
Debt Issuance Cost | 1,300,000 | 241,000 | ||||||||
Write off of Deferred Debt Issuance Cost | 274,000 | |||||||||
Debt Instrument, Term | 5 years | 5 years | ||||||||
Senior Unsecured Notes [Member] | ||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Deferred Finance Costs, Gross | $ 7,100,000 | |||||||||
Debt Issuance Cost | $ 0 | $ 0 | 0 | $ 0 | ||||||
Write off of Deferred Debt Issuance Cost | $ 3,700,000 | |||||||||
Senior Notes | $ 250,000,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||||
Payments of Debt Extinguishment Costs | 14,600,000 | |||||||||
Gains (Losses) on Extinguishment of Debt | $ (18,300,000) | |||||||||
Debt Instrument, Term | 8 years | |||||||||
Senior Notes 2023 [Member] | ||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | |||||||||
Debt Instrument, Face Amount | $ 500,000,000 | |||||||||
Debt Instrument, Issuance Percentage | 100.00% | |||||||||
Proceeds from Issuance of Long-term Debt | $ 500,000,000 | |||||||||
Payments of Debt Extinguishment Costs | $ 7,500,000 | |||||||||
Minimum [Member] | ||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ / shares | $ 19.30 | |||||||||
Minimum [Member] | Time Lapse Restricted Stock and RSUs [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 | |||||||||
Maximum [Member] | ||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ / shares | $ 19.37 | |||||||||
Maximum [Member] | Time Lapse Restricted Stock and RSUs [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 |
Note 2 - Summary of Significa33
Note 2 - Summary of Significant Accounting Policies (Details) - Basic and Diluted Net Income per Share Computational Data - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Basic and Diluted Net Income per Share Computational Data [Abstract] | |||||
Net income (in Dollars) | $ (7,863) | $ 3,532 | $ (5,839) | $ 3,243 | |
Basic shares outstanding: | |||||
Common stock | 41,015 | 38,452 | 40,713 | 37,764 | |
Dilutive securities (1) | [1] | 2,488 | 2,758 | ||
Total | 41,015 | 40,940 | 40,713 | 40,522 | |
[1] | For the three and six months ended June 30, 2014, the Company's dilutive securities exclude options potentially exercisable in the future into 97,000 shares and 69,000 shares, respectively, because their inclusion would have been anti-dilutive. |
Note 2 - Summary of Significa34
Note 2 - Summary of Significant Accounting Policies (Details) - Assumptions Utilized for Stock Option Grants - 6 months ended Jun. 30, 2015 - $ / shares | Total |
Note 2 - Summary of Significant Accounting Policies (Details) - Assumptions Utilized for Stock Option Grants [Line Items] | |
Volatility | 48.59% |
Expected life (years) | 6 years |
Risk-free interest rate | 2.01% |
Minimum [Member] | |
Note 2 - Summary of Significant Accounting Policies (Details) - Assumptions Utilized for Stock Option Grants [Line Items] | |
Fair value | $ 19.30 |
Maximum [Member] | |
Note 2 - Summary of Significant Accounting Policies (Details) - Assumptions Utilized for Stock Option Grants [Line Items] | |
Fair value | $ 19.37 |
Note 2 - Summary of Significa35
Note 2 - Summary of Significant Accounting Policies (Details) - Stock Option Activity - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Stock Option Activity [Abstract] | ||
Options outstanding | 4,143,084 | 4,965,947 |
Options outstanding - weighted average exercise price | $ 12.90 | $ 12.96 |
Options granted | 35,000 | |
Options granted | $ 40.20 | |
Options forfeited | (38,766) | |
Options forfeited | $ 22.67 | |
Options exercised | (819,097) | |
Options exercised | $ 13.98 | |
Exercisable at June 30, 2015 | 3,595,175 | |
Exercisable at June 30, 2015 | $ 10.15 | |
Exercisable at June 30, 2015 | 5 years 219 days | |
Exercisable at June 30, 2015 | $ 104,071 |
Note 2 - Summary of Significa36
Note 2 - Summary of Significant Accounting Policies (Details) - Non-vested Restricted Share and RSU Activity - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Non-vested Restricted Share and RSU Activity [Abstract] | ||
Non-vested awards | 1,331,455 | 880,433 |
Non-vested awards, weighted average grant date fair value | $ 34.46 | $ 25.46 |
Awards granted | 801,578 | |
Awards granted | $ 40.44 | |
Awards vested | (334,997) | |
Awards vested | $ 25.22 | |
Awards forfeited | (15,559) | |
Awards forfeited | $ 32.07 |
Note 2 - Summary of Significa37
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Contingent Consideration [Member] | ||
Financial instruments: | ||
Financial instruments, fair value | $ (4,567) | $ (6,587) |
Foreign Currency Derivative Asset [Member] | ||
Financial instruments: | ||
Financial instruments, fair value | 272 | |
Foreign Currency Derivative Liability [Member] | ||
Financial instruments: | ||
Financial instruments, fair value | (2,126) | |
Fair Value, Inputs, Level 2 [Member] | Foreign Currency Derivative Asset [Member] | ||
Financial instruments: | ||
Financial instruments, fair value | 272 | |
Fair Value, Inputs, Level 2 [Member] | Foreign Currency Derivative Liability [Member] | ||
Financial instruments: | ||
Financial instruments, fair value | (2,126) | |
Fair Value, Inputs, Level 3 [Member] | Contingent Consideration [Member] | ||
Financial instruments: | ||
Financial instruments, fair value | $ (4,567) | $ (6,587) |
Note 2 - Summary of Significa38
Note 2 - Summary of Significant Accounting Policies (Details) - Accumulated Other Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | ||||
Balance at December 31, 2014 | $ (17,821) | |||
Balance at December 31, 2014 | 3,445 | |||
Balance at December 31, 2014 | (14,376) | |||
Total activity in 2015 | (4,385) | |||
Total activity in 2015 | 322 | |||
Total activity in 2015 | $ 1,814 | $ 1,796 | (4,063) | $ 971 |
Balance at June 30, 2015 | (22,206) | (22,206) | ||
Balance at June 30, 2015 | 3,767 | 3,767 | ||
Balance at June 30, 2015 | $ (18,439) | (18,439) | ||
Change during 2015: | ||||
Before-tax amount | (5,895) | |||
Before-tax amount | 532 | |||
Before-tax amount | (5,363) | |||
Tax (expense) benefit | 1,510 | |||
Tax (expense) benefit | (210) | |||
Tax (expense) benefit | $ 1,300 |
Note 3 - Acquisitions (Details)
Note 3 - Acquisitions (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 84 Months Ended | 90 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($) | |
Note 3 - Acquisitions (Details) [Line Items] | |||||||
Number of Businesses Acquired | 51 | 52 | |||||
Business Combination, Acquisition Related Costs | $ 134,000 | $ 762,000 | $ (248,000) | $ 1,954,000 | |||
Business Combination, Pro Forma Information, Adjustments to Interest and Other Expenses Related to Funding of Acquisition | 12,000 | 562,000 | 82,000 | 236,000 | |||
Business Combination, Pro Forma Information, Incremental Depreciation and Amoritzation | 50,000 | 1,400,000 | 348,000 | 4,100,000 | |||
Business Combination, Pro Forma Information, Adjustments to Selling, General and Administrative Expense | 110,000 | 1,900,000 | 429,000 | 6,200,000 | |||
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 | $ 116,500,000 | |||
Business Acquisition Purchase Price Allocation Intangible Assets Expected Tax Deductible Amount | 36,700,000 | 36,700,000 | 36,700,000 | 36,700,000 | |||
2014 Acquisitions [Member] | Scenario, Adjustment [Member] | |||||||
Note 3 - Acquisitions (Details) [Line Items] | |||||||
Business Combination, Consideration Transferred | 91,000 | ||||||
2014 Acquisitions [Member] | Selling, General and Administrative Expenses [Member] | |||||||
Note 3 - Acquisitions (Details) [Line Items] | |||||||
Business Combination, Acquisition Related Costs | $ 186,000 | 0 | $ 916,000 | ||||
2015 Acquisitions [Member] | |||||||
Note 3 - Acquisitions (Details) [Line Items] | |||||||
Business Combination, Consideration Transferred | 11,145,000 | ||||||
Payments to Acquire Businesses, Gross | 11,800,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 655,000 | 655,000 | 655,000 | 655,000 | |||
Business Acquisition, Transaction Costs | 170,000 | 170,000 | 170,000 | 170,000 | |||
Business Combination, Acquisition Related Costs | 35,000 | ||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 4,700,000 | 4,700,000 | 4,700,000 | 4,700,000 | |||
Business Acquisition Purchase Price Allocation Intangible Assets Expected Tax Deductible Amount | 5,400,000 | 5,400,000 | $ 5,400,000 | $ 5,400,000 | |||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 2,900,000 | 3,400,000 | |||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 559,000 | $ 540,000 |
Note 3 - Acquisitions (Detail40
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | ||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | |||
Goodwill | [1] | $ 496,482,000 | $ 495,679,000 |
2014 Acquisitions [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | |||
Equipment and leasehold improvements | 886,000 | ||
Goodwill | 136,505,000 | ||
Net deferred tax liability associated with step-up in book basis | (9,041,000) | ||
Assets acquired and liabilities assumed, net | 3,405,000 | ||
Totals | 194,773,000 | 194,800,000 | |
2014 Acquisitions [Member] | Scenario, Previously Reported [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 | ||
2014 Acquisitions [Member] | Scenario, Adjustment [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | |||
Goodwill | 471,000 | ||
Assets acquired and liabilities assumed, net | (380,000) | ||
Totals | 91,000 | ||
Customer Relationships [Member] | 2014 Acquisitions [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | |||
Intangible assets | 50,216,000 | ||
Customer Relationships [Member] | 2014 Acquisitions [Member] | Scenario, Previously Reported [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | |||
Intangible assets | 50,216,000 | ||
Trade Names [Member] | 2014 Acquisitions [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | |||
Intangible assets | 10,342,000 | ||
Trade Names [Member] | 2014 Acquisitions [Member] | Scenario, Previously Reported [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | |||
Intangible assets | 10,342,000 | ||
Noncompete Agreements [Member] | 2014 Acquisitions [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | |||
Intangible assets | 590,000 | ||
Noncompete Agreements [Member] | 2014 Acquisitions [Member] | Scenario, Previously Reported [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | |||
Intangible assets | 590,000 | ||
Technology-Based Intangible Assets [Member] | 2014 Acquisitions [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | |||
Intangible assets | $ 1,870,000 | ||
Technology-Based Intangible Assets [Member] | 2014 Acquisitions [Member] | Scenario, Previously Reported [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | |||
Intangible assets | $ 1,870,000 | ||
[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 (Detail41
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2015 - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | ||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2015 [Line Items] | |||
Goodwill | [1] | $ 496,482 | $ 495,679 |
2015 Acquisitions [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2015 [Line Items] | |||
Equipment and leasehold improvements | 74 | ||
Goodwill | 4,654 | ||
Assets acquired and liabilities assumed, net | 972 | ||
Total | 11,145 | ||
Customer Relationships [Member] | 2015 Acquisitions [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2015 [Line Items] | |||
Finite-lived intangible assets | 4,265 | ||
Trade Names [Member] | 2015 Acquisitions [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2015 [Line Items] | |||
Finite-lived intangible assets | 998 | ||
Noncompete Agreements [Member] | 2015 Acquisitions [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2015 [Line Items] | |||
Finite-lived intangible assets | $ 182 | ||
[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 (Detail42
Note 3 - Acquisitions (Details) - Pro Forma Results of Operations - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Pro Forma Results of Operations [Abstract] | ||||
Pro forma revenues | $ 209,094 | $ 207,638 | $ 407,550 | $ 397,383 |
Pro forma net income (loss) | $ (7,756) | $ 4,023 | $ (5,829) | $ 3,828 |
Pro forma income (loss) per share: Basic | $ (0.19) | $ 0.10 | $ (0.14) | $ 0.10 |
Pro forma income (loss) per share: Diluted | $ (0.19) | $ 0.10 | $ (0.14) | $ 0.09 |
Note 4 - Property, Equipment 43
Note 4 - Property, Equipment and Leasehold Improvements (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 1.6 | $ 1.6 | $ 3.3 | $ 3 |
Note 4 - Property, Equipment 44
Note 4 - Property, Equipment and Leasehold Improvements (Details) - Property, Equipment and Leasehold Improvements - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 32,129 | $ 30,824 |
Less accumulated depreciation and amortization | 14,644 | 15,098 |
Totals | $ 17,485 | 15,726 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 15 years | |
Property, plant, and equipment, gross | $ 2,661 | 2,553 |
Computer and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Property, plant, and equipment, gross | $ 18,879 | 19,161 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 4,782 | 4,274 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 5,807 | $ 4,836 |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years |
Note 5 - Goodwill and Intangi45
Note 5 - Goodwill and Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 12.2 | $ 13.3 | $ 25.3 | $ 26.2 |
Note 5 - Goodwill and Intangi46
Note 5 - Goodwill and Intangible Assets (Details) - Goodwill $ in Thousands | 6 Months Ended | |
Jun. 30, 2015USD ($) | ||
Goodwill [Line Items] | ||
Goodwill balance | [1] | $ 495,679 |
Goodwill acquired during the year | [1] | 4,654 |
Adjustments to prior year acquisitions | [1] | 471 |
Effect of foreign currency translation | [1] | (4,322) |
Goodwill balance | [1] | 496,482 |
UNITED STATES | ||
Goodwill [Line Items] | ||
Goodwill balance | [1] | 401,560 |
Goodwill acquired during the year | [1] | 4,654 |
Adjustments to prior year acquisitions | [1] | $ 471 |
Effect of foreign currency translation | [1] | |
Goodwill balance | [1] | $ 406,685 |
CANADA | ||
Goodwill [Line Items] | ||
Goodwill balance | [1] | $ 17,178 |
Goodwill acquired during the year | [1] | |
Adjustments to prior year acquisitions | [1] | |
Effect of foreign currency translation | [1] | $ (1,551) |
Goodwill balance | [1] | 15,627 |
UNITED KINGDOM | ||
Goodwill [Line Items] | ||
Goodwill balance | [1] | $ 38,354 |
Goodwill acquired during the year | [1] | |
Adjustments to prior year acquisitions | [1] | |
Effect of foreign currency translation | [1] | $ 495 |
Goodwill balance | [1] | 38,849 |
AUSTRALIA | ||
Goodwill [Line Items] | ||
Goodwill balance | [1] | $ 38,587 |
Goodwill acquired during the year | [1] | |
Adjustments to prior year acquisitions | [1] | |
Effect of foreign currency translation | [1] | $ (3,266) |
Goodwill balance | [1] | $ 35,321 |
[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 Intangi47
Note 5 - Goodwill and Intangible Assets (Details) - Intangible Assets - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Amortizable intangible assets: | ||
Gross carrying amount | $ 332,977 | $ 328,424 |
Accumulated amortization | (248,781) | (225,841) |
Net carrying value | 84,196 | 102,583 |
Customer Relationships [Member] | ||
Amortizable intangible assets: | ||
Gross carrying amount | 245,332 | 244,211 |
Accumulated amortization | (185,655) | (167,943) |
Net carrying value | 59,677 | 76,268 |
Trade Names [Member] | ||
Amortizable intangible assets: | ||
Gross carrying amount | 68,627 | 68,264 |
Accumulated amortization | (49,826) | (45,901) |
Net carrying value | $ 18,801 | $ 22,363 |
Noncompete Agreements [Member] | ||
Amortizable intangible assets: | ||
Estimated useful lives | 36 months | 36 months |
Gross carrying amount | $ 9,834 | $ 6,761 |
Accumulated amortization | (5,080) | (4,116) |
Net carrying value | 4,754 | 2,645 |
Unpatented Technology [Member] | ||
Amortizable intangible assets: | ||
Gross carrying amount | 9,184 | 9,188 |
Accumulated amortization | (8,220) | (7,881) |
Net carrying value | $ 964 | $ 1,307 |
Minimum [Member] | Customer Relationships [Member] | ||
Amortizable intangible assets: | ||
Estimated useful lives | 40 months | 40 months |
Minimum [Member] | Trade Names [Member] | ||
Amortizable intangible assets: | ||
Estimated useful lives | 45 months | 45 months |
Minimum [Member] | Unpatented Technology [Member] | ||
Amortizable intangible assets: | ||
Estimated useful lives | 24 months | 24 months |
Maximum [Member] | Customer Relationships [Member] | ||
Amortizable intangible assets: | ||
Estimated useful lives | 60 months | 60 months |
Maximum [Member] | Trade Names [Member] | ||
Amortizable intangible assets: | ||
Estimated useful lives | 84 months | 84 months |
Maximum [Member] | Unpatented Technology [Member] | ||
Amortizable intangible assets: | ||
Estimated useful lives | 40 months | 40 months |
Note 5 - Goodwill and Intangi48
Note 5 - Goodwill and Intangible Assets (Details) - Intangible Amortization Expense - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Intangible Amortization Expense [Abstract] | ||
Six months ended December 31, 2015 | $ 22,906 | |
Years ended December 31: | ||
2,016 | 35,005 | |
2,017 | 22,395 | |
2,018 | 3,007 | |
2,019 | 883 | |
Total | $ 84,196 | $ 102,583 |
Note 6 - Accrued Expenses (Deta
Note 6 - Accrued Expenses (Details) - Accrued Expenses - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Accrued Expenses [Abstract] | ||
Accrued compensation and benefits | $ 11,630 | $ 15,041 |
Accrued selling and professional fees | 2,588 | 4,202 |
Accrued income, value added and other taxes | 29,950 | 26,576 |
Accrued medical panel fees | 4,515 | 4,391 |
Other accrued expenses | 3,198 | 3,768 |
Totals | $ 51,881 | $ 53,978 |
Note 7 - Stockholders' Equity (
Note 7 - Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 01, 2016 | Jun. 01, 2015 | Jun. 30, 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) | $ 10.2 | |||
Certain Officers and Employees [Member] | ||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 91,000 | |||
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 | |||
Warrant [Member] | ||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 20,000 | |||
Employee Stock Option [Member] | ||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 810,000 | |||
Restricted Stock [Member] | ||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 122,000 | |||
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) | $ 3.7 | |||
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] | Scenario, Forecast [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% |
Note 8 - Related Party Transa51
Note 8 - Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2014 | |
RedRidge Finance Group [Member] | |||
Note 8 - Related Party Transactions (Details) [Line Items] | |||
Related Party Transaction, Expenses from Transactions with Related Party | $ 118,000 | $ 115,000 | $ 291,000 |
Note 9 - Commitments and Cont52
Note 9 - Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating Leases, Rent Expense | $ 4,500,000 | $ 3,700,000 | $ 8,700,000 | $ 7,100,000 |
Defined Contribution Plan, Cost Recognized | $ 306,000 | $ 234,000 | $ 676,000 | $ 462,000 |
Note 9 - Commitments and Cont53
Note 9 - Commitments and Contingencies (Details) - Future Minimum Lease Payments $ in Thousands | Jun. 30, 2015USD ($) |
Future Minimum Lease Payments [Abstract] | |
Six months ended December 31, 2015 | $ 6,964 |
Years ended December 31: | |
2,016 | 12,670 |
2,017 | 11,162 |
2,018 | 9,105 |
2,019 | 6,355 |
Thereafter | 5,955 |
Total | $ 52,211 |
Note 10 - Long-term Debt (Detai
Note 10 - Long-term Debt (Details) | Jun. 30, 2015USD ($) | Apr. 16, 2015USD ($) | Feb. 03, 2014 | Jun. 28, 2013 | Jul. 19, 2011USD ($) | May. 12, 2011GBP (£) | Sep. 29, 2010GBP (£) | Apr. 30, 2015 | Dec. 31, 2014USD ($) | Nov. 02, 2010USD ($) | |
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Long-term Line of Credit (in Dollars) | $ 0 | ||||||||||
Line of Credit Facility, Remaining Borrowing Capacity (in Dollars) | 300,000,000 | ||||||||||
Default Rate [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||||||
Revolving Credit Facility [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 180,000,000 | ||||||||||
Premex Group [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | ||||||||||
UKIM [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | £ | £ 5,000,000 | ||||||||||
Long-term Line of Credit (in Dollars) | 7,400,000 | ||||||||||
Line of Credit Facility, Remaining Borrowing Capacity (in Dollars) | $ 456,000 | ||||||||||
Debt Instrument, Term, Increase | 24 months | ||||||||||
Base Rate | 0.50% | ||||||||||
Premex Group [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | £ | £ 26,500,000 | ||||||||||
Long-term Line of Credit (in Dollars) | $ 34,300,000 | ||||||||||
Line of Credit Facility, Remaining Borrowing Capacity (in Dollars) | $ 7,300,000 | ||||||||||
Debt Instrument, Term, Increase | 24 months | ||||||||||
Base Rate | 0.50% | ||||||||||
Federal Funds Rate Base [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||||||||
London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||||
Base Rate [Member] | UKIM [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.40% | 2.50% | |||||||||
Base Rate [Member] | Premex Group [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.40% | ||||||||||
Initial Notes [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Debt Instrument, Issuance Price, Percentage | 100.00% | ||||||||||
Proceeds from Issuance of Senior Long-term Debt (in Dollars) | $ 250,000,000 | ||||||||||
Senior Notes 2023 [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Debt Instrument, Issuance Percentage | 100.00% | ||||||||||
Proceeds from Issuance of Long-term Debt (in Dollars) | $ 500,000,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||||||||||
Senior Unsecured Notes Payable [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Debt Instrument Repurchase Percentage of Face Amount | 101.00% | ||||||||||
Senior Unsecured Notes Payable [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Debt Instrument, Redemption Period, End Date | Apr. 15, 2018 | ||||||||||
Debt Instrument, Redemption Price, Percentage | 105.625% | ||||||||||
Debt Instrument, Redemption Price, Minimum Percent of Original Principal Amount Outstanding After Redemption | 60.00% | ||||||||||
Senior Unsecured Notes Payable [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Debt Instrument, Redemption Period, End Date | Apr. 15, 2018 | ||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||||||||
Senior Secured Revolving Credit Facility [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Long-term Line of Credit (in Dollars) | [1] | $ 143,853,000 | |||||||||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000,000 | ||||||||||
Debt Instrument, Term | 5 years | 5 years | |||||||||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Right to Increase Revolving Extensions [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000,000 | ||||||||||
Maximum [Member] | Senior Unsecured Notes Payable [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40.00% | ||||||||||
Minimum [Member] | UKIM [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Debt Instrument, Term | 36 months | ||||||||||
Minimum [Member] | Premex Group [Member] | |||||||||||
Note 10 - Long-term Debt (Details) [Line Items] | |||||||||||
Debt Instrument, Term | 36 months | ||||||||||
[1] | On November 2, 2010, the Company entered into 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 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.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: PricingTier Consolidated SeniorSecured Leverage Ratio CommitmentFee/UnusedLine Fee Letter ofCredit Fee EurocurrencyRate Loans Base RateLoans 1 4.00 to 1.0 0.45% 2.75% 2.75% 1.75%2 3.50 to 1.0 but < 4.00 to 1.0 0.40% 2.50% 2.50% 1.50%3 3.00 to 1.0 but < 3.50 to 1.0 0.35% 2.25% 2.25% 1.25%4 2.50 to 1.0 but < 3.00 to 1.0 0.30% 2.00% 2.00% 1.00%5 < 2.50 to 1.0 0.30% 1.75% 1.75% 0.75%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.On June 1, 2015 the Company entered into a first amendment to the Senior Secured Revolving Credit Facility ("First Amendment"). The First Amendment amended the definition of "Change of Control" in the Senior Secured Revolving Credit Facility.As of June 30, 2015, the Company had no amount outstanding under the Senior Secured Revolving Credit Facility, resulting in $300.0 million of undrawn commitments. |
Note 10 - Long-term Debt (Det55
Note 10 - Long-term Debt (Details) - Debt - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | |
Note 10 - Long-term Debt (Details) - Debt [Line Items] | |||
Revolving credit facilities | $ 0 | ||
541,730,000 | $ 434,249,000 | ||
Less current portion | 40,396,000 | ||
541,730,000 | 393,853,000 | ||
Senior Unsecured Notes Payable [Member] | |||
Note 10 - Long-term Debt (Details) - Debt [Line Items] | |||
Senior Unsecured Notes Payable (a) | [1] | $ 500,000,000 | 250,000,000 |
Senior Secured Revolving Credit Facility [Member] | |||
Note 10 - Long-term Debt (Details) - Debt [Line Items] | |||
Revolving credit facilities | [2] | 143,853,000 | |
Working Capital Facilities [Member] | |||
Note 10 - Long-term Debt (Details) - Debt [Line Items] | |||
Revolving credit facilities | [3] | $ 41,730,000 | $ 40,396,000 |
[1] | In July 2011, and through June 2012, the Company closed the offering of the Senior Unsecured Notes. The Senior Unsecured 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.On April 16, 2015, the Company closed a public offering of 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. The gross proceeds of $500.0 million were 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.The Notes were issued under an indenture, dated as of April 16, 2015, as supplemented by a supplemental indenture, dated April 16, 2015 (collectively, the "Indenture"), among the Company, the Guarantors and U.S. Bank, National Association, as trustee (the "Trustee"). The 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 Notes accrue interest at a rate of 5.625% per year, payable semi-annually in cash in arrears on April 15 and October 15 of each year, commencing October 15, 2015. Interest accrues from the issue date of the Notes.At any time on or after April 15, 2018, the Company may redeem some or all of the Notes at the redemption prices specified in the Indenture, plus accrued and unpaid interest to the date of redemption. Prior to April 15, 2018, the Company may redeem up to 40% of the aggregate principal amount of the Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 105.625% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, provided that at least 60% of the original aggregate principal amount of the Notes remains outstanding after redemption. In addition, the Company may redeem some or all of the Notes at any time prior to April 15, 2018 at a redemption price equal to 100% of the principal amount of the 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 Notes at 101% of their principal amount, plus accrued and unpaid interest. The Indenture also contains customary events of default. | ||
[2] | On November 2, 2010, the Company entered into 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 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.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: PricingTier Consolidated SeniorSecured Leverage Ratio CommitmentFee/UnusedLine Fee Letter ofCredit Fee EurocurrencyRate Loans Base RateLoans 1 4.00 to 1.0 0.45% 2.75% 2.75% 1.75%2 3.50 to 1.0 but < 4.00 to 1.0 0.40% 2.50% 2.50% 1.50%3 3.00 to 1.0 but < 3.50 to 1.0 0.35% 2.25% 2.25% 1.25%4 2.50 to 1.0 but < 3.00 to 1.0 0.30% 2.00% 2.00% 1.00%5 < 2.50 to 1.0 0.30% 1.75% 1.75% 0.75%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.On June 1, 2015 the Company entered into a first amendment to the Senior Secured Revolving Credit Facility ("First Amendment"). The First Amendment amended the definition of "Change of Control" in the Senior Secured Revolving Credit Facility.As of June 30, 2015, the Company had no amount outstanding under the Senior Secured Revolving Credit Facility, resulting in $300.0 million of undrawn commitments. | ||
[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 June 30, 2015) and to provide that payments by UKIM for certain non-working capital purposes are permitted under the UKIM SFA. Further, on April 16, 2015, UKIM entered into an amendment to extend the term of the existing UKIM SFA for an additional 36 months from the amendment date. 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 June 30, 2015, UKIM had $7.4 million outstanding under the working capital facility, resulting in approximately $456,000 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 June 30, 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. Further, on April 16, 2015, Premex entered into an amendment to extend the term of the existing Premex SFA for an additional 36 months from the amendment date. 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 June 30, 2015, Premex had $34.3 million outstanding under the working capital facility, resulting in approximately $7.3 million in availability. |
Note 10 - Long-term Debt (Det56
Note 10 - Long-term Debt (Details) - Borrowings Under the Senior Secured Revolving Credit Facility - Jun. 30, 2015 | Total |
Pricing Tier 1 [Member] | |
Guarantor Obligations [Line Items] | |
Commitment Fee/Unused Line Fee | 0.45% |
Letter of Credit Fee | 2.75% |
Pricing Tier 1 [Member] | Eurodollar [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 2.75% |
Pricing Tier 1 [Member] | Base Rate [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 1.75% |
Pricing Tier 2 [Member] | |
Guarantor Obligations [Line Items] | |
Commitment Fee/Unused Line Fee | 0.40% |
Letter of Credit Fee | 2.50% |
Pricing Tier 2 [Member] | Eurodollar [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 2.50% |
Pricing Tier 2 [Member] | Base Rate [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 1.50% |
Pricing Tier 3 [Member] | |
Guarantor Obligations [Line Items] | |
Commitment Fee/Unused Line Fee | 0.35% |
Letter of Credit Fee | 2.25% |
Pricing Tier 3 [Member] | Eurodollar [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 2.25% |
Pricing Tier 3 [Member] | Base Rate [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 1.25% |
Pricing Tier 4 [Member] | |
Guarantor Obligations [Line Items] | |
Commitment Fee/Unused Line Fee | 0.30% |
Letter of Credit Fee | 2.00% |
Pricing Tier 4 [Member] | Eurodollar [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 2.00% |
Pricing Tier 4 [Member] | Base Rate [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 1.00% |
Pricing Tier 5 [Member] | |
Guarantor Obligations [Line Items] | |
Commitment Fee/Unused Line Fee | 0.30% |
Letter of Credit Fee | 1.75% |
Pricing Tier 5 [Member] | Eurodollar [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 1.75% |
Pricing Tier 5 [Member] | Base Rate [Member] | |
Guarantor Obligations [Line Items] | |
Rate Loans | 0.75% |
Minimum [Member] | Pricing Tier 1 [Member] | |
Guarantor Obligations [Line Items] | |
Consolidated Leverage Ratio | 4 |
Minimum [Member] | Pricing Tier 2 [Member] | |
Guarantor Obligations [Line Items] | |
Consolidated Leverage Ratio | 3.50 |
Minimum [Member] | Pricing Tier 3 [Member] | |
Guarantor Obligations [Line Items] | |
Consolidated Leverage Ratio | 3 |
Minimum [Member] | Pricing Tier 4 [Member] | |
Guarantor Obligations [Line Items] | |
Consolidated Leverage Ratio | 2.50 |
Maximum [Member] | Pricing Tier 2 [Member] | |
Guarantor Obligations [Line Items] | |
Consolidated Leverage Ratio | 4 |
Maximum [Member] | Pricing Tier 3 [Member] | |
Guarantor Obligations [Line Items] | |
Consolidated Leverage Ratio | 3.50 |
Maximum [Member] | Pricing Tier 4 [Member] | |
Guarantor Obligations [Line Items] | |
Consolidated Leverage Ratio | 3 |
Maximum [Member] | Pricing Tier 5 [Member] | |
Guarantor Obligations [Line Items] | |
Consolidated Leverage Ratio | 2.50 |
Note 10 - Long-term Debt (Det57
Note 10 - Long-term Debt (Details) - Future Maturities of Long-Term Debt $ in Thousands | Jun. 30, 2015USD ($) |
Future Maturities of Long-Term Debt [Abstract] | |
Six months ended December 31, 2015 | $ 0 |
Year ended December 31: | |
2,016 | 0 |
2,017 | 0 |
2,018 | 41,730 |
2,019 | 0 |
Thereafter | 500,000 |
Total | $ 541,730 |
Note 11 - Financial Instrumen58
Note 11 - Financial Instruments (Details) £ in Millions, AUD in Millions | 3 Months Ended | ||||
Mar. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2013GBP (£) | Jun. 30, 2013AUD | |
Note 11 - Financial Instruments (Details) [Line Items] | |||||
Derivative, Amount of Hedged Item | £ 40 | AUD 60 | |||
Other Current Liabilities [Member] | |||||
Note 11 - Financial Instruments (Details) [Line Items] | |||||
Derivative Assets (Liabilities), at Fair Value, Net | $ 272,000 | ||||
Derivative Liability | $ 2,100,000 | ||||
Forward Contracts [Member] | |||||
Note 11 - Financial Instruments (Details) [Line Items] | |||||
Proceeds from Hedge, Investing Activities | $ 2,900,000 |
Note 12 - Income Taxes (Details
Note 12 - Income Taxes (Details) - Unrecognized Tax Benefits $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Unrecognized Tax Benefits [Abstract] | |
Unrecognized tax benefits | $ 1,593 |
Increase to prior year tax positions | 87 |
Increase to current year tax positions | 0 |
Expiration of the statute of limitations for the assessment of taxes | (281) |
Decrease related to settlements | 0 |
Unrecognized tax benefits | $ 1,399 |
Note 13 - Segment and Geograp60
Note 13 - Segment and Geographical Information (Details) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 4 |
Note 13 - Segment and Geograp61
Note 13 - Segment and Geographical Information (Details) - Revenues by Product Group - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Revenue from External Customer [Line Items] | |||||
Revenue | $ 208,738 | $ 196,445 | $ 405,054 | $ 369,473 | |
IME and Other Related Services [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenue | [1] | 175,488 | 172,968 | 342,833 | 327,508 |
Peer and Bill Review Medicare Compliance and Case Management [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenue | [1] | $ 33,250 | $ 23,477 | $ 62,221 | $ 41,965 |
[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 MedAllocators 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 Geograp62
Note 13 - Segment and Geographical Information (Details) - Segment Information - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | ||||||
Note 13 - Segment and Geographical Information (Details) - Segment Information [Line Items] | ||||||||||
Revenues | [1] | $ 208,738 | $ 196,445 | $ 405,054 | $ 369,473 | |||||
Segment profit | [1] | 36,357 | 34,579 | 68,309 | 62,589 | |||||
Depreciation and amortization expense | [1] | 13,729 | 14,858 | 28,577 | 29,200 | |||||
Capital expenditures | [1] | (2,614) | (2,899) | (4,843) | (3,610) | |||||
Six months ended June 30, 2014 | ||||||||||
Total assets | 1,061,185 | [1],[2] | 949,692 | [1],[2] | 1,061,185 | [1],[2] | 949,692 | [1],[2] | $ 930,144 | |
Long-lived assets | [1],[2],[3] | 652,565 | 703,751 | 652,565 | 703,751 | |||||
UNITED STATES | ||||||||||
Note 13 - Segment and Geographical Information (Details) - Segment Information [Line Items] | ||||||||||
Revenues | [1] | 132,125 | 117,343 | 253,843 | 223,392 | |||||
Segment profit | [1] | 22,752 | 20,629 | 42,274 | 36,583 | |||||
Depreciation and amortization expense | [1] | 9,071 | 8,169 | 18,482 | 15,888 | |||||
Capital expenditures | [1] | (1,653) | (2,462) | (3,323) | (2,864) | |||||
Six months ended June 30, 2014 | ||||||||||
Total assets | [1],[2] | 699,371 | 575,153 | 699,371 | 575,153 | |||||
Long-lived assets | [1],[2],[3] | 472,161 | 486,176 | 472,161 | 486,176 | |||||
CANADA | ||||||||||
Note 13 - Segment and Geographical Information (Details) - Segment Information [Line Items] | ||||||||||
Revenues | [1] | 9,672 | 8,578 | 17,621 | 16,085 | |||||
Segment profit | [1] | 1,350 | 1,165 | 1,984 | 2,263 | |||||
Depreciation and amortization expense | [1] | 108 | 711 | 690 | 1,522 | |||||
Capital expenditures | [1] | (55) | (8) | (169) | (9) | |||||
Six months ended June 30, 2014 | ||||||||||
Total assets | [1],[2] | 24,212 | 28,904 | 24,212 | 28,904 | |||||
Long-lived assets | [1],[2],[3] | 16,041 | 21,411 | 16,041 | 21,411 | |||||
UNITED KINGDOM | ||||||||||
Note 13 - Segment and Geographical Information (Details) - Segment Information [Line Items] | ||||||||||
Revenues | [1] | 46,012 | 48,665 | 93,456 | 90,718 | |||||
Segment profit | [1] | 7,482 | 8,378 | 15,182 | 15,459 | |||||
Depreciation and amortization expense | [1] | 2,097 | 3,094 | 4,480 | 6,269 | |||||
Capital expenditures | [1] | (245) | (228) | (434) | (517) | |||||
Six months ended June 30, 2014 | ||||||||||
Total assets | [1],[2] | 251,876 | 244,176 | 251,876 | 244,176 | |||||
Long-lived assets | [1],[2],[3] | 97,286 | 107,338 | 97,286 | 107,338 | |||||
AUSTRALIA | ||||||||||
Note 13 - Segment and Geographical Information (Details) - Segment Information [Line Items] | ||||||||||
Revenues | [1] | 20,929 | 21,859 | 40,134 | 39,278 | |||||
Segment profit | [1] | 4,773 | 4,407 | 8,869 | 8,284 | |||||
Depreciation and amortization expense | [1] | 2,453 | 2,885 | 4,925 | 5,521 | |||||
Capital expenditures | [1] | (661) | (201) | (917) | (220) | |||||
Six months ended June 30, 2014 | ||||||||||
Total assets | [1],[2] | 85,726 | 101,459 | 85,726 | 101,459 | |||||
Long-lived assets | [1],[2],[3] | $ 67,077 | $ 88,826 | $ 67,077 | $ 88,826 | |||||
[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] | 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. | |||||||||
[3] | Long-lived assets are noncurrent assets excluding deferred tax assets and deferred financing costs. |
Note 13 - Segment and Geograp63
Note 13 - Segment and Geographical Information (Details) - Reconciliation of Segment Profit to the Consolidated Statement of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Reconciliation of Segment Profit to the Consolidated Statement of Comprehensive Loss [Abstract] | |||||
Segment Profit | [1] | $ 36,357 | $ 34,579 | $ 68,309 | $ 62,589 |
Depreciation and amortization | [1] | (13,729) | (14,858) | (28,577) | (29,200) |
Share-based compensation expense | (6,565) | (4,627) | (12,701) | (9,980) | |
Acquisition related transaction costs | (134) | (762) | 248 | (1,954) | |
Other expenses | (66) | (186) | (276) | (186) | |
Income from operations | $ 15,863 | $ 14,146 | $ 27,003 | $ 21,269 | |
[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. |
Note 14 - Condensed Consolida64
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Details) - Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Condensed Income Statements, Captions [Line Items] | |||||
Revenues | $ 208,738 | $ 196,445 | $ 405,054 | $ 369,473 | |
Costs and expenses: | |||||
Costs of revenues | 136,425 | 124,851 | 264,601 | 235,886 | |
Selling, general and administrative expenses | 42,721 | 42,590 | 84,873 | 83,118 | |
Depreciation and amortization | [1] | 13,729 | 14,858 | 28,577 | 29,200 |
Total costs and expenses | 192,875 | 182,299 | 378,051 | 348,204 | |
Income from operations | 15,863 | 14,146 | 27,003 | 21,269 | |
Interest and other expenses, net | 28,567 | 8,095 | 36,571 | 15,672 | |
Income (loss) before income taxes | (12,704) | 6,051 | (9,568) | 5,597 | |
Provision (benefit) for income taxes | (4,841) | 2,519 | (3,729) | 2,354 | |
Net income (loss) before earnings of consolidated subsidiaries | (7,863) | 3,532 | (5,839) | 3,243 | |
Net income (loss) | (7,863) | 3,532 | (5,839) | 3,243 | |
Consolidation, Eliminations [Member] | |||||
Costs and expenses: | |||||
Net income (loss) of consolidated subsidiaries | (2,820) | 164 | (4,580) | 3,756 | |
Net income (loss) | (2,820) | 164 | (4,580) | 3,756 | |
Guarantor Subsidiaries [Member] | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Revenues | 132,125 | 117,343 | 253,843 | 223,392 | |
Costs and expenses: | |||||
Costs of revenues | 88,622 | 76,483 | 170,956 | 147,550 | |
Selling, general and administrative expenses | 23,689 | 21,846 | 46,703 | 43,551 | |
Depreciation and amortization | 9,071 | 8,168 | 18,482 | 15,888 | |
Total costs and expenses | 121,382 | 106,497 | 236,141 | 206,989 | |
Income from operations | 10,743 | 10,846 | 17,702 | 16,403 | |
Interest and other expenses, net | 27,013 | 6,116 | 33,422 | 11,808 | |
Income (loss) before income taxes | (16,270) | 4,730 | (15,720) | 4,595 | |
Provision (benefit) for income taxes | (6,997) | 1,116 | (7,591) | (526) | |
Net income (loss) before earnings of consolidated subsidiaries | (9,273) | 3,614 | (8,129) | 5,121 | |
Net income (loss) of consolidated subsidiaries | 1,410 | (82) | 2,290 | (1,878) | |
Net income (loss) | (7,863) | 3,532 | (5,839) | 3,243 | |
Non-Guarantor Subsidiaries [Member] | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Revenues | 76,613 | 79,102 | 151,211 | 146,081 | |
Costs and expenses: | |||||
Costs of revenues | 47,803 | 48,368 | 93,645 | 88,336 | |
Selling, general and administrative expenses | 19,032 | 20,744 | 38,170 | 39,567 | |
Depreciation and amortization | 4,658 | 6,690 | 10,095 | 13,312 | |
Total costs and expenses | 71,493 | 75,802 | 141,910 | 141,215 | |
Income from operations | 5,120 | 3,300 | 9,301 | 4,866 | |
Interest and other expenses, net | 1,554 | 1,979 | 3,149 | 3,864 | |
Income (loss) before income taxes | 3,566 | 1,321 | 6,152 | 1,002 | |
Provision (benefit) for income taxes | 2,156 | 1,403 | 3,862 | 2,880 | |
Net income (loss) before earnings of consolidated subsidiaries | 1,410 | (82) | 2,290 | (1,878) | |
Net income (loss) | 1,410 | (82) | 2,290 | (1,878) | |
Parent Company [Member] | |||||
Costs and expenses: | |||||
Net income (loss) of consolidated subsidiaries | 1,410 | (82) | 2,290 | (1,878) | |
Net income (loss) | $ 1,410 | $ (82) | $ 2,290 | $ (1,878) | |
[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. |
Note 14 - Condensed Consolida65
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Details) - Condensed Consolidating Balance Sheet - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |||
Current assets: | |||||||
Cash and cash equivalents | $ 105,093 | $ 9,751 | $ 7,891 | $ 12,829 | |||
Accounts receivable, net | 223,903 | 203,189 | |||||
Prepaid expenses | 13,633 | 13,805 | |||||
Deferred tax assets | 4,034 | 3,776 | |||||
Other current assets | 1,179 | 1,437 | |||||
Total current assets | 347,842 | 231,958 | |||||
Property, equipment and leasehold improvements, net | 17,485 | 15,726 | |||||
Goodwill | [1] | 496,482 | 495,679 | ||||
Intangible assets, net | 84,196 | 102,583 | |||||
Long-term accounts receivable, less current portion | 52,109 | 46,401 | |||||
Deferred tax assets, noncurrent | 50,682 | 29,682 | |||||
Deferred financing costs, net | 10,096 | 6,169 | |||||
Other assets | 2,293 | 1,946 | |||||
Total assets | 1,061,185 | [2],[3] | 930,144 | 949,692 | [2],[3] | ||
Current liabilities: | |||||||
Accounts payable | 57,257 | 57,033 | |||||
Accrued expenses | 51,881 | 53,978 | |||||
Accrued interest expense | 5,860 | 10,667 | |||||
Deferred revenue | 4,908 | 6,402 | |||||
Deferred tax liability, noncurrent | 9,554 | ||||||
Current portion of contingent earnout obligation | 4,567 | 4,473 | |||||
Current portion of working capital facilities | 40,396 | ||||||
Other current liabilities | 9,250 | 6,950 | |||||
Total current liabilities | 133,723 | 179,899 | |||||
Senior unsecured notes payable | 500,000 | 250,000 | |||||
Senior secured revolving credit facility | 41,730 | 143,853 | |||||
Long-term contingent earnout obligation, less current portion | 2,114 | ||||||
Other long-term liabilities | 12,505 | 9,403 | |||||
Total liabilities | $ 697,512 | $ 585,269 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | $ 363,673 | $ 344,875 | |||||
Total liabilities and stockholders' equity (deficit) | 1,061,185 | 930,144 | |||||
Consolidation, Eliminations [Member] | |||||||
Current assets: | |||||||
Intercompany receivable | (55,160) | (52,669) | |||||
Deferred tax assets | (4) | ||||||
Total current assets | (55,160) | (52,673) | |||||
Investment in subsidiaries | (946,936) | (808,779) | |||||
Intercompany notes receivable | (348,652) | (348,928) | |||||
Total assets | (1,350,748) | (1,210,380) | |||||
Current liabilities: | |||||||
Intercompany payable | (55,160) | (52,669) | |||||
Deferred tax liability, noncurrent | (4) | ||||||
Total current liabilities | (55,160) | (52,673) | |||||
Intercompany notes payable | (348,652) | (348,928) | |||||
Total liabilities | (403,812) | $ (401,601) | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | (946,936) | $ (808,779) | |||||
Total liabilities and stockholders' equity (deficit) | (1,350,748) | (1,210,380) | |||||
Guarantor Subsidiaries [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | 90,778 | 388 | 999 | 760 | |||
Accounts receivable, net | 63,157 | 55,684 | |||||
Intercompany receivable | 49,300 | 42,002 | |||||
Prepaid expenses | 8,898 | 8,248 | |||||
Deferred tax assets | 3,938 | 3,780 | |||||
Other current assets | 272 | ||||||
Total current assets | 216,071 | 110,374 | |||||
Property, equipment and leasehold improvements, net | 11,961 | 10,394 | |||||
Investment in subsidiaries | 218,225 | 217,344 | |||||
Intercompany notes receivable | 174,326 | 174,464 | |||||
Goodwill | 392,231 | 387,104 | |||||
Intangible assets, net | 56,838 | 64,530 | |||||
Deferred tax assets, noncurrent | 43,920 | 22,505 | |||||
Deferred financing costs, net | 9,962 | 6,140 | |||||
Other assets | 680 | 663 | |||||
Total assets | 1,124,214 | 993,518 | |||||
Current liabilities: | |||||||
Accounts payable | 19,285 | 20,163 | |||||
Intercompany payable | 5,860 | 10,667 | |||||
Accrued expenses | 17,858 | 23,904 | |||||
Deferred revenue | 164 | 244 | |||||
Deferred tax liability, noncurrent | 9,554 | ||||||
Other current liabilities | 4,757 | 2,363 | |||||
Total current liabilities | 47,924 | 57,341 | |||||
Intercompany notes payable | 174,326 | 174,464 | |||||
Other long-term liabilities | 3,417 | 1,795 | |||||
Total liabilities | 235,221 | $ 233,600 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | 888,993 | $ 759,918 | |||||
Total liabilities and stockholders' equity (deficit) | 1,124,214 | 993,518 | |||||
Non-Guarantor Subsidiaries [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | 14,315 | 9,363 | $ 6,892 | $ 12,069 | |||
Accounts receivable, net | 160,746 | 147,505 | |||||
Prepaid expenses | 4,735 | 5,557 | |||||
Deferred tax assets | 96 | ||||||
Other current assets | 1,179 | 1,165 | |||||
Total current assets | 181,071 | 163,590 | |||||
Property, equipment and leasehold improvements, net | 5,524 | 5,332 | |||||
Goodwill | 104,251 | 108,575 | |||||
Intangible assets, net | 27,358 | 38,053 | |||||
Long-term accounts receivable, less current portion | 52,109 | 46,401 | |||||
Deferred tax assets, noncurrent | 6,762 | 7,177 | |||||
Deferred financing costs, net | 134 | 29 | |||||
Other assets | 1,613 | 1,283 | |||||
Total assets | 378,822 | 370,440 | |||||
Current liabilities: | |||||||
Accounts payable | 37,972 | 36,870 | |||||
Intercompany payable | 49,300 | 42,002 | |||||
Accrued expenses | 34,023 | 30,074 | |||||
Deferred revenue | 4,744 | 6,158 | |||||
Deferred tax liability, noncurrent | 4 | ||||||
Current portion of contingent earnout obligation | 4,567 | 4,473 | |||||
Current portion of working capital facilities | 40,396 | ||||||
Other current liabilities | 4,493 | 4,587 | |||||
Total current liabilities | 135,099 | 164,564 | |||||
Senior secured revolving credit facility | 41,730 | ||||||
Intercompany notes payable | 174,326 | 174,464 | |||||
Long-term contingent earnout obligation, less current portion | 2,114 | ||||||
Other long-term liabilities | 9,088 | 7,608 | |||||
Total liabilities | 360,243 | $ 348,750 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | 18,579 | $ 21,690 | |||||
Total liabilities and stockholders' equity (deficit) | 378,822 | 370,440 | |||||
Parent Company [Member] | |||||||
Current assets: | |||||||
Intercompany receivable | 5,860 | 10,667 | |||||
Total current assets | 5,860 | 10,667 | |||||
Investment in subsidiaries | 728,711 | 591,435 | |||||
Intercompany notes receivable | 174,326 | 174,464 | |||||
Total assets | 908,897 | 776,566 | |||||
Current liabilities: | |||||||
Accrued interest expense | 5,860 | 10,667 | |||||
Total current liabilities | 5,860 | 10,667 | |||||
Senior unsecured notes payable | 500,000 | 250,000 | |||||
Senior secured revolving credit facility | 143,853 | ||||||
Total liabilities | 505,860 | $ 404,520 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | 403,037 | $ 372,046 | |||||
Total liabilities and stockholders' equity (deficit) | $ 908,897 | $ 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] | 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. | ||||||
[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. |
Note 14 - Condensed Consolida66
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Details) - Condensed Consolidating Statement of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $ 14,051 | $ 18,755 |
Investing activities: | ||
Cash paid for acquisitions, net | (11,145) | (185,128) |
Purchases of equipment and leasehold improvements, net | (4,843) | (3,610) |
Working capital and other settlements for acquisitions | (91) | (2,299) |
Cash proceeds from (paid for) foreign currency net investment hedge | 2,930 | (5,044) |
Other | (1,310) | (839) |
Net cash used in investing activities | (14,459) | (196,920) |
Financing activities: | ||
Borrowings under senior unsecured notes | 500,000 | |
Borrowings under senior secured revolving credit facility | 25,478 | 219,995 |
Proceeds from the exercise of options and warrants | 11,451 | 23,090 |
Excess tax benefit related to share-based compensation | 2,147 | 7,314 |
Net borrowings (repayments) under working capital facilities | 827 | 1,160 |
Repayment of contingent earnout obligation | (1,023) | |
Payment of deferred financing costs | (8,676) | (241) |
Payment for early redemption of senior unsecured notes | (14,618) | |
Repayment of subordinated unsecured notes payable | (333) | |
Repayment under senior secured revolving credit facility | (169,331) | (78,000) |
Repayments of senior unsecured notes | (250,000) | |
Intercompany notes and investments and other | (53) | |
Net cash provided by (used in) financing activities | 96,255 | 172,932 |
Exchange rate impact on cash and cash equivalents | (505) | 295 |
Net increase (decrease) in cash and cash equivalents | 95,342 | (4,938) |
Cash and cash equivalents, beginning of period | 9,751 | 12,829 |
Cash and cash equivalents, end of period | 105,093 | 7,891 |
Guarantor Subsidiaries [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 6,735 | 13,234 |
Investing activities: | ||
Cash paid for acquisitions, net | (11,145) | (175,590) |
Purchases of equipment and leasehold improvements, net | (3,323) | (2,864) |
Working capital and other settlements for acquisitions | (91) | (430) |
Cash proceeds from (paid for) foreign currency net investment hedge | 2,930 | (5,044) |
Other | (1,310) | (839) |
Net cash used in investing activities | (12,939) | (184,767) |
Financing activities: | ||
Repayment of subordinated unsecured notes payable | (333) | |
Intercompany notes and investments and other | 96,594 | 172,105 |
Net cash provided by (used in) financing activities | 96,594 | 171,772 |
Net increase (decrease) in cash and cash equivalents | 90,390 | 239 |
Cash and cash equivalents, beginning of period | 388 | 760 |
Cash and cash equivalents, end of period | 90,778 | 999 |
Non-Guarantor Subsidiaries [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 7,316 | 5,521 |
Investing activities: | ||
Cash paid for acquisitions, net | (9,538) | |
Purchases of equipment and leasehold improvements, net | (1,520) | (746) |
Working capital and other settlements for acquisitions | (1,869) | |
Net cash used in investing activities | (1,520) | (12,153) |
Financing activities: | ||
Net borrowings (repayments) under working capital facilities | 827 | 1,160 |
Repayment of contingent earnout obligation | (1,023) | |
Payment of deferred financing costs | (143) | |
Net cash provided by (used in) financing activities | (339) | 1,160 |
Exchange rate impact on cash and cash equivalents | (505) | 295 |
Net increase (decrease) in cash and cash equivalents | 4,952 | (5,177) |
Cash and cash equivalents, beginning of period | 9,363 | 12,069 |
Cash and cash equivalents, end of period | 14,315 | 6,892 |
Parent Company [Member] | ||
Financing activities: | ||
Borrowings under senior unsecured notes | 500,000 | |
Borrowings under senior secured revolving credit facility | 25,478 | 219,995 |
Proceeds from the exercise of options and warrants | 11,451 | 23,090 |
Excess tax benefit related to share-based compensation | 2,147 | 7,314 |
Payment of deferred financing costs | (8,533) | (241) |
Payment for early redemption of senior unsecured notes | (14,618) | |
Repayment under senior secured revolving credit facility | (169,331) | (78,000) |
Repayments of senior unsecured notes | (250,000) | |
Intercompany notes and investments and other | $ (96,594) | $ (172,158) |