Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 01, 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 | 41,960,000 | |
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 | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | ||
Current assets: | ||||
Cash and cash equivalents | $ 127,338 | $ 9,751 | ||
Accounts receivable, net | 225,509 | 203,189 | ||
Prepaid expenses | 14,900 | 13,805 | ||
Deferred tax assets | 5,072 | 3,776 | ||
Other current assets | 3,488 | 1,437 | ||
Total current assets | 376,307 | 231,958 | ||
Property, equipment and leasehold improvements, net | 17,078 | 15,726 | ||
Goodwill | [1] | 489,532 | 495,679 | |
Intangible assets, net | 71,496 | 102,583 | ||
Long-term accounts receivable, less current portion | 52,497 | 46,401 | ||
Deferred tax assets, noncurrent | 49,658 | 29,682 | ||
Deferred financing costs, net | 9,753 | 6,169 | ||
Other assets | 2,100 | 1,946 | ||
Total assets | 1,068,421 | [2] | 930,144 | |
Current liabilities: | ||||
Accounts payable | 59,240 | 57,033 | ||
Accrued expenses | 54,274 | 53,978 | ||
Accrued interest expense | 12,892 | 10,667 | ||
Deferred revenue | 4,158 | 6,402 | ||
Current portion of contingent earnout obligation | 4,473 | |||
Current portion of working capital facilities | 40,396 | |||
Other current liabilities | 5,841 | 6,950 | ||
Total current liabilities | 136,405 | 179,899 | ||
Senior unsecured notes payable | 500,000 | 250,000 | ||
Senior secured revolving credit facility and working capital facilities, less current portion | 38,838 | 143,853 | ||
Long-term contingent earnout obligation, less current portion | 2,114 | |||
Deferred tax liability, noncurrent | 5,587 | |||
Other long-term liabilities | 12,727 | 9,403 | ||
Total liabilities | $ 693,557 | $ 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 September 30, 2015 | $ 0 | $ 0 | ||
Common stock, $0.0001 par value; Authorized 250,000 shares; issued and outstanding 40,371 and 41,945 shares at December 31, 2014 and September 30, 2015, respectively | 4 | 4 | ||
Additional paid-in capital | 441,288 | 403,945 | ||
Accumulated other comprehensive loss | (23,046) | (14,376) | ||
Accumulated deficit | (34,894) | (36,210) | ||
Treasury stock, at cost; Outstanding 905 shares at December 31, 2014 and September 30, 2015 | (8,488) | (8,488) | ||
Total stockholders’ equity | 374,864 | 344,875 | ||
Total liabilities and stockholders' equity | $ 1,068,421 | $ 930,144 | ||
[1] | Goodwill recorded in connection with certain tax benefits to be realized in the Company's U.S. income tax returns has been reflected in the United States segment. | |||
[2] | Total assets and long-lived assets include goodwill. Goodwill recorded in connection with certain tax benefits to be realized in the Company's U.S. incometax returns has been reflected in the United States segment. |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 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 | 41,945,000 | 40,371,000 |
Common stock, shares outstanding | 41,945,000 | 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 | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Revenues | $ 206,033 | $ 204,078 | $ 611,087 | $ 573,551 | ||
Costs and expenses: | ||||||
Costs of revenues | 134,446 | 130,597 | 399,047 | 366,483 | ||
Selling, general and administrative expenses | 40,455 | 43,534 | 125,328 | 126,652 | ||
Depreciation and amortization | 12,997 | [1] | 15,705 | 41,574 | [1] | 44,905 |
Total costs and expenses | 187,898 | 189,836 | 565,949 | 538,040 | ||
Income from operations | 18,135 | 14,242 | 45,138 | 35,511 | ||
Interest and other expenses, net: | ||||||
Interest expense, net | 8,000 | 8,361 | 25,952 | 23,842 | ||
Loss on early extinguishment of debt | 18,619 | |||||
Other expense, net | (6) | 185 | ||||
Total interest and other expenses, net | 8,000 | 8,355 | 44,571 | 24,027 | ||
Income before income taxes | 10,135 | 5,887 | 567 | 11,484 | ||
Provision (benefit) for income taxes | 2,980 | 2,472 | (749) | 4,826 | ||
Net income | 7,155 | 3,415 | 1,316 | 6,658 | ||
Comprehensive Income (Loss): | ||||||
Net income | 7,155 | 3,415 | 1,316 | 6,658 | ||
Foreign currency translation adjustments, net of tax | (4,607) | (4,956) | (8,670) | (3,985) | ||
Total comprehensive income (loss) | $ 2,548 | $ (1,541) | $ (7,354) | $ 2,673 | ||
Net income per share: | ||||||
Basic (in Dollars per share) | $ 0.17 | $ 0.09 | $ 0.03 | $ 0.17 | ||
Diluted (in Dollars per share) | $ 0.17 | $ 0.08 | $ 0.03 | $ 0.16 | ||
Weighted average number of common shares outstanding: | ||||||
Basic (in Shares) | 41,384 | 39,251 | 40,936 | 38,259 | ||
Diluted (in Shares) | 43,158 | 41,647 | 42,981 | 40,897 | ||
[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 ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities: | ||
Net income | $ 1,316,000 | $ 6,658,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 41,574,000 | 44,905,000 |
Amortization of deferred rent | 350,000 | (153,000) |
Share-based compensation | 18,094,000 | 14,660,000 |
Excess tax benefit related to share-based compensation | (3,111,000) | (12,700,000) |
Provision for doubtful accounts | 5,505,000 | 4,833,000 |
Amortization of deferred financing costs | 1,411,000 | 1,735,000 |
Deferred income taxes | (7,757,000) | (9,806,000) |
Loss on early extinguishment of debt | 18,619,000 | |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (39,559,000) | (37,512,000) |
Prepaid expenses and other current assets | (954,000) | (4,121,000) |
Accounts payable and accrued expenses | 6,875,000 | 22,137,000 |
Accrued interest expense | 2,225,000 | (5,356,000) |
Deferred revenue and customer deposits | (1,458,000) | (48,000) |
Other liabilities | (1,502,000) | (271,000) |
Net cash provided by operating activities | 41,628,000 | 24,961,000 |
Investing activities: | ||
Cash paid for acquisitions, net | (11,770,000) | (187,402,000) |
Purchases of building, equipment and leasehold improvements, net | (7,337,000) | (6,192,000) |
Working capital and other settlements for acquisitions | (181,000) | (2,366,000) |
Proceeds from (cash paid for) foreign currency net investment hedges | 4,122,000 | (362,000) |
Other | (1,427,000) | (939,000) |
Net cash used in investing activities | (16,593,000) | (197,261,000) |
Financing activities: | ||
Borrowings under senior unsecured notes | 500,000,000 | |
Borrowings under senior secured revolving credit facility | 25,478,000 | 269,621,000 |
Proceeds from the exercise of options and warrants | 13,737,000 | 35,394,000 |
Excess tax benefit related to share-based compensation | 3,111,000 | 12,700,000 |
Repayment of subordinated unsecured notes payable | (333,000) | |
Net borrowings (repayments) under working capital facilities | (607,000) | 7,506,000 |
Repayment of contingent earnout obligation | (5,064,000) | (4,362,000) |
Payment of deferred financing costs | (8,706,000) | (251,000) |
Payment for early redemption of senior unsecured notes | (14,618,000) | |
Repayments under senior secured revolving credit facility | (169,331,000) | (151,290,000) |
Repayment of senior unsecured notes | (250,000,000) | |
Other | (53,000) | |
Net cash provided by financing activities | 94,000,000 | 168,932,000 |
Exchange rate impact on cash and cash equivalents | (1,448,000) | (350,000) |
Net increase (decrease) in cash and cash equivalents | 117,587,000 | (3,718,000) |
Cash and cash equivalents, beginning of period | 9,751,000 | 12,829,000 |
Cash and cash equivalents, end of period | 127,338,000 | 9,111,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 22,137,000 | 27,019,000 |
Cash paid for income taxes | $ 7,648,000 | $ 1,536,000 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 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 53 acquisitions. As of September 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 September 30, 2015 and for the periods ended September 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 nine months ended September 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 | 9 Months Ended |
Sep. 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 September 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 September 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 September 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 nine months ended September 30, 2014 and 2015, no individual customer accounted for more than 10% of revenues. At December 31, 2014 and September 30, 2015 there was one individual customer that accounted for approximately 14% and 16%, respectively, of the accounts receivable balance. As of September 30, 2015, the Company had cash and cash equivalents totaling approximately $127.3 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $115.2 million were held in deposit accounts in the U.S. with only standard FDIC insurance coverage for deposit accounts up to $250,000, per depositor and account ownership category. (f) Property, Equipment and Leasehold Improvements Property, equipment and leasehold improvements are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets and accelerated methods for income tax purposes. Leasehold improvements are amortized over the lesser of their expected useful life or the remaining lease term. Maintenance and repair costs are expensed as incurred. (g) Long-Lived Assets In accordance with Impairment or Disposal of Long-Lived Assets, Subsections of Financial Accounting Standards Board (“FASB”) ASC Subtopic 360-10 (“ASC 360”), Property, Plant, and Equipment — Overall (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 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 September 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 $8.5 million associated with the Senior Secured Revolving Credit Facility and related amendments, of which $251,000 and $1.4 million were incurred in the nine months ended September 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 nine months ended September 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 nine months ended September 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 $583,000 and $1.7 million for the three and nine months ended September 30, 2014, respectively and $380,000 and $1.4 million for the three and nine months ended September 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, 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 September 30, 2015, the Company had $4.4 million and $3.0 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. The following table sets forth basic and diluted net income per share computational data for the three and nine months ended September 30, 2014 and 2015 (amounts in thousands): Three months ended Nine months ended September 30, 2014 September 30, 2015 September 30, 2014 September 30, 2015 Net income $ 3,415 $ 7,155 $ 6,658 $ 1,316 Basic shares outstanding: Common stock 39,251 41,384 38,259 40,936 Diluted shares outstanding: Common stock 39,251 41,384 38,259 40,936 Dilutive securities (1) 2,396 1,774 2,638 2,045 Total 41,647 43,158 40,897 42,981 (1) For the three and nine months ended September 30, 2014, the Company's dilutive securities exclude options potentially exercisable in the future into 96,000 shares and 78,000 shares, respectively, because their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2015, the Company's dilutive securities exclude options potentially exercisable in the future into 49 ,000 shares and 34 ,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 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 nine months ended September 30, 2015 were as follows: 2015 Volatility 48.59% Expected life (years) 6.00 Risk-free interest rate 2.01% Dividend yield — Fair value $19.30 – $19.37 In the nine months ended September 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, all 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 $1.8 million and $6.5 million for the three and nine months ended September 30, 2014, respectively, of which $444,000 and $1.6 million, respectively, was included in costs of revenues, and $1.3 million and $4.9 million, respectively, was recorded in selling, general and administrative (“SGA”) expenses. Share-based compensation expense related to stock option awards was $1.0 million and $4.2 million for the three and nine months ended September 30, 2015, respectively, of which $259,000 and $987,000, respectively, was included in costs of revenues, and $778,000 and $3.2 million, respectively, was recorded in SGA expenses. At September 30, 2015, the unrecognized compensation expense related to stock option awards was $5.9 million, with a remaining weighted average life of 1.5 years. A summary of option activity for the nine months ended September 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 (49,881 ) 22.96 Options exercised (1,115,291 ) 12.32 Outstanding at September 30, 2015 3,835,775 $ 13.27 Exercisable at September 30, 2015 3,361,732 $ 10.74 5.5 $ 62,747 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 $30.2 million during the nine months ended September 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 five-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 $2.1 million and $6.4 million for the three and nine months ended September 30, 2014, respectively, all of which is included in SGA expenses. Share-based compensation expense related to shares of restricted stock and RSUs was $4.4 million and $13.2 million for the three and nine months ended September 30, 2015, respectively, all of which is included in SGA expenses. The following is a summary of resticted share and RSU activity for the nine months ended September 30, 2015: Number of awards Weighted average grant date fair value Non-vested awards at December 31, 2014 880,433 $ 25.46 Awards granted 823,601 40.30 Awards vested (447,168 ) 27.46 Awards forfeited (22,923 ) 33.42 Non-vested awards at September 30, 2015 1,233,943 $ 34.49 The total fair value of vested RSUs and shares of restricted stock during the nine months ended September 30, 2015 was $12.3 million. At September 30, 2015, total unrecognized compensation costs related to non-vested restricted shares and RSUs was $31.6 million which is expected to be recognized over a weighted average period of 2.0 years. During the three and nine months ended September 30, 2014, the Company recorded share-based compensation expense of $790,000 and $1.8 million, 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 nine months ended September 30, 2015, the Company recorded share-based compensation expense of $777,000 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 September 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 September 30, 2015 Financial instruments: Foreign currency derivative asset $ — $ 2,351 $ — $ 2,351 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 $6.6 million in 2015, $5.1 million was settled as cash consideration to satisfy installments related to a 2013 and 2014 acquisition and the Company recorded $1.5 million 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 $162,000 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 (18,818 ) 6,201 (12,617 ) Tax (expense) benefit 6,399 (2,452 ) 3,947 Total activity in 2015 (12,419 ) 3,749 (8,670 ) Balance at September 30, 2015 $ (30,240 ) $ 7,194 $ (23,046 ) (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 Uncertainties 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 In September 2015, the FASB issued ASU No. 2015-16, “ Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments 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 | 9 Months Ended |
Sep. 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 September 30, 2015 has completed 52 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 nine months ended September 30, 2014, respectively. The Company did not incur any costs associated with the indicated acquisitions in the first three 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 September 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 136,034 470 136,504 Net deferred tax liability associated with step-up in book basis (9,041 ) — (9,041 ) Assets acquired and liabilities assumed, net 3,785 (379 ) 3,406 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 Acquisitions 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 $11.9 million, comprised of $12.6 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 nine months ended September 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 Karen Rucas & Associates (Canada) Substantially all of the assets and assumed certain liabilities July 13, 2015 The preliminary allocation of consideration for these acquisitions is summarized as follows (in thousands): Preliminary purchase price allocation September 30, 2015 Equipment and leasehold improvements $ 79 Customer relationships 4,465 Tradename 1,065 Covenants not to compete 182 Goodwill 5,208 Assets acquired and liabilities assumed, net 904 Total $ 11,903 Goodwill of $5.0 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 $2.5 million in revenues and $27,000 in operating loss and $5.9 million in revenues and $809,000 in operating income for the three and nine months ended September 30, 2015, respectively. (c) Pro forma Financial Information The following unaudited pro forma results of operations for the three and nine months ended September 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. For the three and nine months ended September 30, 2014, the pro forma results include adjustments to reflect (reduced) additional interest and other expenses, net of $(191,000) and $45,000, respectively, associated with the payoff or 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 $490,000 and $4.6 million, respectively, for the three and nine months ended September 30, 2014. Finally, adjustments of $237,000 and $6.4 million were made to reduce SGA expenses for the three and nine months ended September 30, 2014, respectively, principally related to certain salary and other personal expenses attributable to the previous owners of the acquired businesses. These adjustments represent contractual reductions and are considered to be non-recurring and are not expected to have a continuing impact on the operations of the Company. For the nine months ended September 30, 2015, the pro forma results include adjustments to reflect additional interest and other expenses of $82,000 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 $3,000 and $389,000 for the three and nine months ended September 30, 2015, respectively. Finally, adjustments of $(28,000) and $401,000 were made to (reduce) and increase SGA expenses for the three and nine months ended September 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 September 30, Nine months ended September 30, 2014 2015 2014 2015 (In thousands, except per share data) Pro forma revenues $ 207,701 $ 206,080 $ 605,755 $ 614,306 Pro forma net income 3,282 7,152 7,116 1,367 Pro forma income per share: Basic $ 0.08 $ 0.17 $ 0.19 $ 0.03 Pro forma income per share: Diluted $ 0.08 $ 0.17 $ 0.17 $ 0.03 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 | 9 Months Ended |
Sep. 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 September 30, 2015, consist of the following (in thousands): Estimated useful lives December 31, September 30, Building 15 $ 2,553 $ 2,661 Computer and office equipment 3 19,161 19,972 Furniture and fixtures 3 to 5 4,274 4,836 Leasehold improvements Lease term 4,836 5,672 30,824 33,141 Less accumulated depreciation and amortization 15,098 16,063 Totals $ 15,726 $ 17,078 Depreciation expense was $1.7 million and $4.7 million for the three and nine months ended September 30, 2014, respectively. Depreciation expense was $1.7 million and $5.0 million for the three and nine months ended September 30, 2015, respectively. |
Note 5 - Goodwill and Intangibl
Note 5 - Goodwill and Intangible Assets | 9 Months Ended |
Sep. 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 September 30, 2015 consists of the following (in thousands) (1): United Canada United Australia Total Balance at December 31, 2014 $ 401,560 $ 17,178 $ 38,354 $ 38,587 $ 495,679 Goodwill acquired during the year 5,063 145 — — 5,208 Adjustments to prior year acquisitions 470 — — — 470 Effect of foreign currency translation — (3,143 ) (982 ) (7,700 ) (11,825 ) Balance at September 30, 2015 $ 407,093 $ 14,180 $ 37,372 $ 30,887 $ 489,532 (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 September 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 September 30, 2015 Estimated useful lives (months) Gross carrying amount Accumulated amortization Net carrying value Amortizable intangible assets: Customer relationships 40 to 60 $ 239,793 $ (190,290 ) $ 49,503 Tradenames 45 to 84 67,242 (50,549 ) 16,693 Covenants not to compete 36 10,028 (5,520 ) 4,508 Technology 24 to 40 9,061 (8,269 ) 792 Totals $ 326,124 $ (254,628 ) $ 71,496 The aggregate intangible amortization expense was $14.0 million and $40.2 million for the three and nine months ended September 30, 2014, respectively. The aggregate intangible amortization expense was $11.3 million and $36.6 million for the three and nine months ended September 30, 2015, respectively. The estimated future amortization expense of intangible assets is as follows (in thousands): Amount Three months ended December 31, 2015 $ 11,210 Years ended December 31: 2016 34,205 2017 21,962 2018 3,126 2019 993 Total $ 71,496 |
Note 6 - Accrued Expenses
Note 6 - Accrued Expenses | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | (6) Accrued Expenses Accrued expenses at December 31, 2014 and September 30, 2015 consist of the following (in thousands): December 31, 2014 September 30, 2015 Accrued compensation and benefits $ 15,041 $ 14,769 Accrued selling and professional fees 4,202 3,557 Accrued income, value added and other taxes 26,576 28,248 Accrued medical panel fees 4,391 4,644 Other accrued expenses 3,768 3,056 Totals $ 53,978 $ 54,274 |
Note 7 - Stockholders' Equity
Note 7 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | (7) Stockholders’ Equity During the nine months ended September 30, 2015, the Company issued approximately 1,107,000 shares of common stock to settle options exercised during the period. During the nine months ended September 30, 2015, the Company issued approximately 20,000 shares of common stock to settle warrants exercised during the period. During the nine months ended September 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 nine months ended September 30, 2015, the Company issued approximately 16,000 shares of restricted stock with a fair value of $555,000 to the members of the Board of Directors as compensation for services to be provided during the next year. The Company records the expenses related to these awards in SGA expenses over the requisite service period. During the nine months ended September 30, 2015, the Company issued approximately 220,000 shares of common stock to settle restricted stock units whose restrictions were lifted during the period. During the nine months ended September 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 nine months ended September 30, 2015, the Company did not repurchase any shares under the share repurchase program. As of September 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 | 9 Months Ended |
Sep. 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 $9,000 and $300,000 in fees, pertaining to acquisition-related work performed during the three and nine months ended September 30, 2014, respectively. The Company incurred $132,000 and $250,000 in fees pertaining to acquisition-related work performed during the three and nine months ended September 30, 2015, respectively. P&P Investment, LLC (“P&P”), a company owned by Richard Perlman and James Price, the Executive Chairman and Chief Executive Officer, respectively, of the Company, is a minority owner and lender of RedRidge. |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 9 Months Ended |
Sep. 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 three months ended December 31, 2015 and in each of the years subsequent to December 31, 2015 are as follows (in thousands): Amount Three months ended December 31, 2015 $ 3,529 Years ended December 31: 2016 13,235 2 017 11,814 2018 9,562 2019 6,588 Thereafter 6,987 Total $ 51,715 Related rent expense was $3.9 million and $11.1 million for the three and nine months ended September 30, 2014, respectively. Related rent expense was $4.4 million and $13.1 million for the three and nine months ended September 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 nine months ended September 30, 2014, the Company recorded $230,000 and $691,000, respectively, in compensation expense related to these plans. For the three and nine months ended September 30, 2015, the Company recorded $245,000 and $921,000, respectively, in compensation expense related to these plans. |
Note 10 - Long-term Debt
Note 10 - Long-term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | (10) Long-Term Debt Long-term debt at December 31, 2014 and September 30, 2015 consists of the following (in thousands): December 31, September 30, 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 38,838 434,249 538,838 Less current portion 40,396 — $ 393,853 $ 538,838 (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 September 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 September 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 September 30, 2015, UKIM had $6.9 million outstanding under the working capital facility, resulting in approximately $699,000 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 September 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 September 30, 2015, Premex had $32.0 million outstanding under the working capital facility, resulting in approximately $8.2 million in availability. As of September 30, 2015, future maturities of long-term debt were as follows (in thousands): Amount Three months ended December 31, 2015 $ — Years ended December 31: 2016 — 2017 — 2018 38,838 2019 — Thereafter 500,000 Total $ 538,838 |
Note 11 - Financial Instruments
Note 11 - Financial Instruments | 9 Months Ended |
Sep. 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 $4.1 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 September 30, 2015, the Company had a gross asset of $2.4 million recorded in other current assets, with the offsetting net unrealized gain being recorded in accumulated other comprehensive income (loss) in its Consolidated Balance Sheets associated with open forward foreign currency contracts which matured in October of 2015. The Company does not enter into derivative transactions for speculative purposes. |
Note 12 - Income Taxes
Note 12 - Income Taxes | 9 Months Ended |
Sep. 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 nine months ended September 30, 2015, (in thousands) Balance at January 1, 2015 $ 1,593 Increase to prior year tax positions (26 ) Increase to current year tax positions 70 Expiration of the statute of limitations for the assessment of taxes (281 ) Decrease related to settlements — Balance at September 30, 2015 $ 1,356 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 | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | (13) Segment and Geographical Information The Company applies the provisions of ASC Topic 280, Segment Reporting 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 September 30, For the nine months ended September 30, 2014 2015 2014 2015 IME and other related services (1) $ 174,012 $ 173,866 $ 501,520 $ 516,699 Peer and bill reviews, Medicare compliance services and case management services (1) 30,066 32,167 72,031 94,388 Total revenues $ 204,078 $ 206,033 $ 573,551 $ 611,087 (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 Canada United Australia Total Three months ended September 30, 2014 Revenues $ 123,112 $ 8,075 $ 48,865 $ 24,026 $ 204,078 Segment profit 21,187 842 8,154 5,900 36,083 Depreciation and amortization expense 9,148 685 2,962 2,910 15,705 Capital expenditures (1,305 ) (3 ) (505 ) (769 ) (2,582 ) Nine months ended September 30, 2014 Revenues $ 346,504 $ 24,160 $ 139,583 $ 63,304 $ 573,551 Segment profit 57,770 3,105 23,613 14,184 98,672 Depreciation and amortization expense 25,037 2,207 9,230 8,431 44,905 Capital expenditures (4,169 ) (12 ) (1,022 ) (989 ) (6,192 ) Total assets (3) 578,158 27,195 239,533 95,131 940,017 Long-lived assets (2)(3) 482,513 19,522 103,945 80,722 686,702 Three months ended September 30, 2015 Revenues $ 128,768 $ 9,614 $ 46,915 $ 20,736 $ 206,033 Segment profit 22,242 1,274 8,839 4,721 37,076 Depreciation and amortization expense 8,519 61 2,128 2,289 12,997 Capital expenditures (1,746 ) (39 ) (232 ) (478 ) (2,495 ) Nine months ended September 30, 2015 Revenues $ 382,611 $ 27,235 $ 140,371 $ 60,870 $ 611,087 Segment profit 64,516 3,257 24,020 13,591 105,384 Depreciation and amortization expense 27,001 751 6,608 7,214 41,574 Capital expenditures (5,067 ) (208 ) (667 ) (1,395 ) (7,337 ) Total assets (3) 720,864 24,223 247,067 76,267 1,068,421 Long-lived assets (2)(3) 464,505 14,802 93,854 59,629 632,790 (1) For segment purposes, the Company defines “segment profit” as earnings before interest expenses, income taxes, depreciation and amortization, share-based compensation expenses, acquisition related transaction costs and other expenses. A consolidated reconciliation from segment profit to income from operations is included below. (2) Long-lived assets are noncurrent assets excluding deferred tax assets and deferred financing costs. (3) Total assets and long-lived assets include goodwill. Goodwill recorded in connection with certain tax benefits to be realized in the Company’s U.S. income tax returns has been reflected in the United States segment. A reconciliation of segment profit to consolidated income from operations is as follows (in thousands): For the three months ended September 30, For the nine months ended September 30, 2014 2015 2014 2015 Segment Profit $ 36,083 $ 37,075 $ 98,672 $ 105,384 Depreciation and amortization (15,705 ) (12,997 ) (44,905 ) (41,574 ) Share-based compensation expense (4,680 ) (5,393 ) (14,660 ) (18,094 ) Acquisition related transaction costs (871 ) (634 ) (2,825 ) (1,327 ) Other income (expenses) (585 ) 84 (771 ) 749 Income from operations $ 14,242 $ 18,135 $ 35,511 $ 45,138 |
Note 14 - Condensed Consolidati
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries | 9 Months Ended |
Sep. 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 September 30, 2015, and for the three and nine months ended September 30, 2014 and 2015 is presented below. The Company (issuer of the Senior Unsecured Notes) was formed in September 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 September 30, 2014 (In thousands) Guarantor Subsidiaries Non- Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 123,112 $ 80,966 $ — $ — $ 204,078 Costs and expenses: Costs of revenues 80,796 49,801 — — 130,597 Selling, general and administrative expenses 22,970 20,564 — — 43,534 Depreciation and amortization 9,149 6,556 — — 15,705 Total costs and expenses 112,915 76,921 — — 189,836 Income from operations 10,197 4,045 — — 14,242 Interest and other expenses, net 6,346 2,009 — — 8,355 Income before income taxes 3,851 2,036 — — 5,887 Provision for income taxes 1,024 1,448 — — 2,472 Net income before earnings of consolidated subsidiaries $ 2,827 $ 588 $ — $ — $ 3,415 Net income (loss) of consolidated subsidiaries 588 — 588 (1,176 ) — Net income (loss) $ 3,415 $ 588 $ 588 $ (1,176 ) $ 3,415 Condensed Consolidating Statement of Operations for the nine months ended September 30, 2014 (In thousands) Guarantor Subsidiaries Non- Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 346,504 $ 227,047 $ — $ — $ 573,551 Costs and expenses: Costs of revenues 228,346 138,137 — — 366,483 Selling, general and administrative expenses 66,521 60,131 — — 126,652 Depreciation and amortization 25,037 19,868 — — 44,905 Total costs and expenses 319,904 218,136 — — 538,040 Income from operations 26,600 8,911 — — 35,511 Interest and other expenses, net 18,154 5,873 — — 24,027 Income before income taxes 8,446 3,038 — — 11,484 Provision for income taxes 498 4,328 — — 4,826 Net income (loss) before earnings of consolidated subsidiaries $ 7,948 $ (1,290 ) $ — $ — $ 6,658 Net income (loss) of consolidated subsidiaries (1,290 ) — (1,290 ) 2,580 — Net income (loss) $ 6,658 $ (1,290 ) $ (1,290 ) $ 2,580 $ 6,658 Condensed Consolidating Statement of Operations for the three months ended September 30, 2015 (In thousands) Guarantor Subsidiaries Non- Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 128,768 $ 77,265 $ — $ — $ 206,033 Costs and expenses: Costs of revenues 86,779 47,667 — — 134,446 Selling, general and administrative expenses 21,904 18,551 — — 40,455 Depreciation and amortization 8,519 4,478 — — 12,997 Total costs and expenses 117,202 70,696 — — 187,898 Income from operations 11,566 6,569 — — 18,135 Interest and other expenses, net 6,579 1,421 — — 8,000 Income before income taxes 4,987 5,148 — — 10,135 Provision for income taxes 970 2,010 — — 2,980 Net income before earnings of consolidated subsidiaries $ 4,017 $ 3,138 $ — $ — $ 7,155 Net income (loss) of consolidated subsidiaries 3,138 — 3,138 (6,276 ) — Net income (loss) $ 7,155 $ 3,138 $ 3,138 $ (6,276 ) $ 7,155 Condensed Consolidating Statement of Operations for the nine months ended September 30, 2015 (In thousands) Guarantor Subsidiaries Non- Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 382,611 $ 228,476 $ — $ — $ 611,087 Costs and expenses: Costs of revenues 257,735 141,312 — — 399,047 Selling, general and administrative expenses 68,607 56,721 — — 125,328 Depreciation and amortization 27,001 14,573 — — 41,574 Total costs and expenses 353,343 212,606 — — 565,949 Income from operations 29,268 15,870 — — 45,138 Interest and other expenses, net 40,001 4,570 — — 44,571 Income (loss) before income taxes (10,733 ) 11,300 — — 567 Provision (benefit) for income taxes (6,621 ) 5,872 — — (749 ) Net income (loss) before earnings of consolidated subsidiaries $ (4,112 ) $ 5,428 $ — $ — $ 1,316 Net income (loss) of consolidated subsidiaries 5,428 — 5,428 (10,856 ) — Net income (loss) $ 1,316 $ 5,428 $ 5,428 $ (10,856 ) $ 1,316 Condensed Consolidating Balance Sheet as of December 31, 2014 (In thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Assets Current assets: Cash and cash equivalents $ 388 $ 9,363 $ — $ — $ 9,751 Accounts receivable, net 55,684 147,505 — — 203,189 Intercompany receivable 42,002 — 10,667 (52,669 ) — Prepaid expenses 8,248 5,557 — — 13,805 Deferred tax assets 3,780 — — (4 ) 3,776 Other current assets 272 1,165 — — 1,437 Total current assets 110,374 163,590 10,667 (52,673 ) 231,958 Property, equipment and leasehold improvements, net 10,394 5,332 — — 15,726 Investment in subsidiaries 217,344 — 591,435 (808,779 ) — Intercompany notes receivable 174,464 — 174,464 (348,928 ) — Goodwill 387,104 108,575 — — 495,679 Intangible assets, net 64,530 38,053 — — 102,583 Long-term accounts receivable, less current portion — 46,401 — — 46,401 Deferred tax assets, noncurrent 22,505 7,177 — — 29,682 Deferred financing costs, net 6,140 29 — — 6,169 Other assets 663 1,283 — — 1,946 Total assets $ 993,518 $ 370,440 $ 776,566 $ (1,210,380 ) $ 930,144 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 20,163 $ 36,870 $ — $ — $ 57,033 Intercompany payable 10,667 42,002 — (52,669 ) — Accrued expenses 23,904 30,074 — — 53,978 Accrued interest expense — — 10,667 — 10,667 Deferred revenue 244 6,158 — — 6,402 Deferred tax liability — 4 — (4 ) — Current portion of contingent earnout obligation — 4,473 — — 4,473 Current portion of working capital facilities — 40,396 — — 40,396 Other current liabilities 2,363 4,587 — — 6,950 Total current liabilities 57,341 164,564 10,667 (52,673 ) 179,899 Senior unsecured notes payable — — 250,000 — 250,000 Senior secured revolving credit facility and working capital facilities, less current portion — — 143,853 — 143,853 Intercompany notes payable 174,464 174,464 — (348,928 ) — Long-term contingent earnout obligation, less current portion — 2,114 — — 2,114 Other long-term liabilities 1,795 7,608 — — 9,403 Total liabilities 233,600 348,750 404,520 (401,601 ) 585,269 Commitments and contingencies Stockholders’ equity (deficit) 759,918 21,690 372,046 (808,779 ) 344,875 Total liabilities and stockholders' equity (deficit) $ 993,518 $ 370,440 $ 776,566 $ (1,210,380 ) $ 930,144 Condensed Consolidating Balance Sheet as of September 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 $ 115,222 $ 12,116 $ — $ — $ 127,338 Accounts receivable, net 64,657 160,852 — — 225,509 Intercompany receivable 53,593 — 12,892 (66,485 ) — Prepaid expenses 10,478 4,422 — — 14,900 Deferred tax assets 4,976 96 — — 5,072 Other current assets 2,351 1,137 — — 3,488 Total current assets 251,277 178,623 12,892 (66,485 ) 376,307 Property, equipment and leasehold improvements, net 11,979 5,099 — — 17,078 Investment in subsidiaries 222,773 — 731,849 (954,622 ) — Intercompany notes receivable 174,375 — 174,375 (348,750 ) — Goodwill 392,636 96,896 — — 489,532 Intangible assets, net 49,778 21,718 — — 71,496 Long-term accounts receivable, less current portion — 52,497 — — 52,497 Deferred tax assets, noncurrent 43,727 5,931 — — 49,658 Deferred financing costs, net 9,635 118 — — 9,753 Other assets 711 1,389 — — 2,100 Total assets $ 1,156,891 $ 362,271 $ 919,116 $ (1,369,857 ) $ 1,068,421 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 23,552 $ 35,688 $ — $ — $ 59,240 Intercompany payable 12,892 53,593 — (66,485 ) — Accrued expenses 18,717 35,557 — — 54,274 Accrued interest expense — — 12,892 — 12,892 Deferred revenue 162 3,996 — — 4,158 Other current liabilities 2,173 3,668 — — 5,841 Total current liabilities 57,496 132,502 12,892 (66,485 ) 136,405 Senior unsecured notes payable — — 500,000 — 500,000 Senior secured revolving credit facility and working capital facilities — 38,838 — — 38,838 Intercompany notes payable 174,375 174,375 — (348,750 ) — Deferred tax liability, noncurrent 5,587 — — — 5,587 Other long-term liabilities 3,701 9,026 — — 12,727 Total liabilities 241,159 354,741 512,892 (415,235 ) 693,557 Commitments and contingencies Stockholders’ equity (deficit) 915,732 7,530 406,224 (954,622 ) 374,864 Total liabilities and stockholders' equity (deficit) $ 1,156,891 $ 362,271 $ 919,116 $ (1,369,857 ) $ 1,068,421 Condensed Consolidating Statement of Cash Flows for the nine months ended September 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 $ 18,266 $ 6,695 $ — $ — $ 24,961 Investing activities: Cash paid for acquisitions, net (177,864 ) (9,538 ) — — (187,402 ) Purchases of equipment and leasehold improvements, net (4,171 ) (2,021 ) — — (6,192 ) Working capital and other settlements for acquisitions (497 ) (1,869 ) — — (2,366 ) Cash paid for foreign currency net investment hedge (362 ) — — — (362 ) Other (939 ) — — — (939 ) Net cash used in investing activities (183,833 ) (13,428 ) — — (197,261 ) Financing activities: Borrowings under senior secured revolving credit facility — — 269,621 — 269,621 Proceeds from the exercise of options and warrants — 35,394 — 35,394 Excess tax benefit related to share- based compensation — 12,700 — 12,700 Net borrowings under working capital facilities 7,506 — — 7,506 Payment of deferred financing costs — (251 ) — (251 ) Repayment of subordinated unsecured notes payable (333 ) — — — (333 ) Payment of contingent earnout obligation — (4,362 ) — — (4,362 ) Repayment under senior secured revolving credit facility — — (151,290 ) — (151,290 ) Intercompany notes and investments and other 166,121 — (166,174 ) — (53 ) Net cash provided by financing activities 165,788 3,144 — — 168,932 Exchange rate impact on cash and cash equivalents — (350 ) — — (350 ) Net increase (decrease) in cash and cash equivalents 221 (3,939 ) — — (3,718 ) Cash and cash equivalents, beginning of period 760 12,069 — — 12,829 Cash and cash equivalents, end of period $ 981 $ 8,130 $ — $ — $ 9,111 (In thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Net cash provided by operating activities $ 28,717 $ 12,911 $ — $ — $ 41,628 Investing activities: Cash paid for acquisitions, net (11,145 ) (625 ) — — (11,770 ) Purchases of equipment and leasehold improvements, net (5,068 ) (2,269 ) — — (7,337 ) Working capital and other settlements for acquisitions (181 ) — — — (181 ) Cash proceeds from foreign currency net investment hedge 4,122 — — — 4,122 Other (1,427 ) — — — (1,427 ) Net cash used in investing activities (13,699 ) (2,894 ) — — (16,593 ) 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 — — 13,737 — 13,737 Excess tax benefit related to share- based compensation — — 3,111 — 3,111 Net borrowings under working capital facilities — (607 ) — — (607 ) Repayment of contingent earnout obligation — (5,064 ) — — (5,064 ) Payment of deferred financing costs — (144 ) (8,562 ) — (8,706 ) Payment for early redemption of senior unsecured notes — — (14,618 ) — (14,618 ) Repayment under senior secured revolving credit facility — — (169,331 ) — (169,331 ) Repayments under senior unsecured notes — — (250,000 ) — (250,000 ) Intercompany notes and investments and other 99,815 — (99,815 ) — — Net cash provided by (used in) financing activities 99,815 (5,815 ) — — 94,030 Exchange rate impact on cash and cash equivalents — (1,448 ) — — (1,448 ) Net increase in cash and cash equivalents 114,833 2,754 — — 117,587 Cash and cash equivalents, beginning of period 388 9,363 — — 9,751 Cash and cash equivalents, end of period $ 115,221 $ 12,117 $ — $ — $ 127,338 |
Note 15 - Subsequent Events
Note 15 - Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | (1 5 ) Subsequent Events Acquisitions On October 30, 2015 the Company completed the asset acquisition of F.C.M.E. Management, Inc. and Independent Diagnostics Testing, Inc (collectively “First Choice”) an IME provider based in Buffalo, NY, with annual revenues of approximately $24.0 million, strengthening its market position in the IME Industry. Share Repurchase On November 3, 2015 the Board of Directors approved an increase to the previously authorized share repurchase program. The Company is now authorized to repurchase up to $75.0 million of outstanding shares of the Company's common stock, of which approximately $65.0 million is currently available. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 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 September 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 September 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 September 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 nine months ended September 30, 2014 and 2015, no individual customer accounted for more than 10% of revenues. At December 31, 2014 and September 30, 2015 there was one individual customer that accounted for approximately 14% and 16%, respectively, of the accounts receivable balance. As of September 30, 2015, the Company had cash and cash equivalents totaling approximately $127.3 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $115.2 million were held in deposit accounts in the U.S. with only standard FDIC insurance coverage for deposit accounts up to $250,000, per depositor and account ownership category. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Equipment and Leasehold Improvements Property, equipment and leasehold improvements are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets and accelerated methods for income tax purposes. Leasehold improvements are amortized over the lesser of their expected useful life or the remaining lease term. Maintenance and repair costs are expensed as incurred. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Long-Lived Assets In accordance with Impairment or Disposal of Long-Lived Assets, Subsections of Financial Accounting Standards Board (“FASB”) ASC Subtopic 360-10 (“ASC 360”), Property, Plant, and Equipment — Overall |
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 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 September 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 $8.5 million associated with the Senior Secured Revolving Credit Facility and related amendments, of which $251,000 and $1.4 million were incurred in the nine months ended September 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 nine months ended September 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 nine months ended September 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 $583,000 and $1.7 million for the three and nine months ended September 30, 2014, respectively and $380,000 and $1.4 million for the three and nine months ended September 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, 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 September 30, 2015, the Company had $4.4 million and $3.0 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. The following table sets forth basic and diluted net income per share computational data for the three and nine months ended September 30, 2014 and 2015 (amounts in thousands): Three months ended Nine months ended September 30, 2014 September 30, 2015 September 30, 2014 September 30, 2015 Net income $ 3,415 $ 7,155 $ 6,658 $ 1,316 Basic shares outstanding: Common stock 39,251 41,384 38,259 40,936 Diluted shares outstanding: Common stock 39,251 41,384 38,259 40,936 Dilutive securities (1) 2,396 1,774 2,638 2,045 Total 41,647 43,158 40,897 42,981 (1) For the three and nine months ended September 30, 2014, the Company's dilutive securities exclude options potentially exercisable in the future into 96,000 shares and 78,000 shares, respectively, because their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2015, the Company's dilutive securities exclude options potentially exercisable in the future into 49 ,000 shares and 34 ,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 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 nine months ended September 30, 2015 were as follows: 2015 Volatility 48.59% Expected life (years) 6.00 Risk-free interest rate 2.01% Dividend yield — Fair value $19.30 – $19.37 In the nine months ended September 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, all 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 $1.8 million and $6.5 million for the three and nine months ended September 30, 2014, respectively, of which $444,000 and $1.6 million, respectively, was included in costs of revenues, and $1.3 million and $4.9 million, respectively, was recorded in selling, general and administrative (“SGA”) expenses. Share-based compensation expense related to stock option awards was $1.0 million and $4.2 million for the three and nine months ended September 30, 2015, respectively, of which $259,000 and $987,000, respectively, was included in costs of revenues, and $778,000 and $3.2 million, respectively, was recorded in SGA expenses. At September 30, 2015, the unrecognized compensation expense related to stock option awards was $5.9 million, with a remaining weighted average life of 1.5 years. A summary of option activity for the nine months ended September 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 (49,881 ) 22.96 Options exercised (1,115,291 ) 12.32 Outstanding at September 30, 2015 3,835,775 $ 13.27 Exercisable at September 30, 2015 3,361,732 $ 10.74 5.5 $ 62,747 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 $30.2 million during the nine months ended September 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 five-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 $2.1 million and $6.4 million for the three and nine months ended September 30, 2014, respectively, all of which is included in SGA expenses. Share-based compensation expense related to shares of restricted stock and RSUs was $4.4 million and $13.2 million for the three and nine months ended September 30, 2015, respectively, all of which is included in SGA expenses. The following is a summary of resticted share and RSU activity for the nine months ended September 30, 2015: Number of awards Weighted average grant date fair value Non-vested awards at December 31, 2014 880,433 $ 25.46 Awards granted 823,601 40.30 Awards vested (447,168 ) 27.46 Awards forfeited (22,923 ) 33.42 Non-vested awards at September 30, 2015 1,233,943 $ 34.49 The total fair value of vested RSUs and shares of restricted stock during the nine months ended September 30, 2015 was $12.3 million. At September 30, 2015, total unrecognized compensation costs related to non-vested restricted shares and RSUs was $31.6 million which is expected to be recognized over a weighted average period of 2.0 years. During the three and nine months ended September 30, 2014, the Company recorded share-based compensation expense of $790,000 and $1.8 million, 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 nine months ended September 30, 2015, the Company recorded share-based compensation expense of $777,000 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 September 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 September 30, 2015 Financial instruments: Foreign currency derivative asset $ — $ 2,351 $ — $ 2,351 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 $6.6 million in 2015, $5.1 million was settled as cash consideration to satisfy installments related to a 2013 and 2014 acquisition and the Company recorded $1.5 million 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 $162,000 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 (18,818 ) 6,201 (12,617 ) Tax (expense) benefit 6,399 (2,452 ) 3,947 Total activity in 2015 (12,419 ) 3,749 (8,670 ) Balance at September 30, 2015 $ (30,240 ) $ 7,194 $ (23,046 ) |
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 Uncertainties 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 In September 2015, the FASB issued ASU No. 2015-16, “ Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments 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 Significa22
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Three months ended Nine months ended September 30, 2014 September 30, 2015 September 30, 2014 September 30, 2015 Net income $ 3,415 $ 7,155 $ 6,658 $ 1,316 Basic shares outstanding: Common stock 39,251 41,384 38,259 40,936 Diluted shares outstanding: Common stock 39,251 41,384 38,259 40,936 Dilutive securities (1) 2,396 1,774 2,638 2,045 Total 41,647 43,158 40,897 42,981 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2015 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 (49,881 ) 22.96 Options exercised (1,115,291 ) 12.32 Outstanding at September 30, 2015 3,835,775 $ 13.27 Exercisable at September 30, 2015 3,361,732 $ 10.74 5.5 $ 62,747 |
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 823,601 40.30 Awards vested (447,168 ) 27.46 Awards forfeited (22,923 ) 33.42 Non-vested awards at September 30, 2015 1,233,943 $ 34.49 |
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 September 30, 2015 Financial instruments: Foreign currency derivative asset $ — $ 2,351 $ — $ 2,351 |
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 (18,818 ) 6,201 (12,617 ) Tax (expense) benefit 6,399 (2,452 ) 3,947 Total activity in 2015 (12,419 ) 3,749 (8,670 ) Balance at September 30, 2015 $ (30,240 ) $ 7,194 $ (23,046 ) |
Note 3 - Acquisitions (Tables)
Note 3 - Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Note 3 - Acquisitions (Tables) [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | Three months ended September 30, Nine months ended September 30, 2014 2015 2014 2015 (In thousands, except per share data) Pro forma revenues $ 207,701 $ 206,080 $ 605,755 $ 614,306 Pro forma net income 3,282 7,152 7,116 1,367 Pro forma income per share: Basic $ 0.08 $ 0.17 $ 0.19 $ 0.03 Pro forma income per share: Diluted $ 0.08 $ 0.17 $ 0.17 $ 0.03 |
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 September 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 136,034 470 136,504 Net deferred tax liability associated with step-up in book basis (9,041 ) — (9,041 ) Assets acquired and liabilities assumed, net 3,785 (379 ) 3,406 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 September 30, 2015 Equipment and leasehold improvements $ 79 Customer relationships 4,465 Tradename 1,065 Covenants not to compete 182 Goodwill 5,208 Assets acquired and liabilities assumed, net 904 Total $ 11,903 |
Note 4 - Property, Equipment 24
Note 4 - Property, Equipment and Leasehold Improvements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Estimated useful lives December 31, September 30, Building 15 $ 2,553 $ 2,661 Computer and office equipment 3 19,161 19,972 Furniture and fixtures 3 to 5 4,274 4,836 Leasehold improvements Lease term 4,836 5,672 30,824 33,141 Less accumulated depreciation and amortization 15,098 16,063 Totals $ 15,726 $ 17,078 |
Note 5 - Goodwill and Intangi25
Note 5 - Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | United Canada United Australia Total Balance at December 31, 2014 $ 401,560 $ 17,178 $ 38,354 $ 38,587 $ 495,679 Goodwill acquired during the year 5,063 145 — — 5,208 Adjustments to prior year acquisitions 470 — — — 470 Effect of foreign currency translation — (3,143 ) (982 ) (7,700 ) (11,825 ) Balance at September 30, 2015 $ 407,093 $ 14,180 $ 37,372 $ 30,887 $ 489,532 |
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 September 30, 2015 Estimated useful lives (months) Gross carrying amount Accumulated amortization Net carrying value Amortizable intangible assets: Customer relationships 40 to 60 $ 239,793 $ (190,290 ) $ 49,503 Tradenames 45 to 84 67,242 (50,549 ) 16,693 Covenants not to compete 36 10,028 (5,520 ) 4,508 Technology 24 to 40 9,061 (8,269 ) 792 Totals $ 326,124 $ (254,628 ) $ 71,496 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amount Three months ended December 31, 2015 $ 11,210 Years ended December 31: 2016 34,205 2017 21,962 2018 3,126 2019 993 Total $ 71,496 |
Note 6 - Accrued Expenses (Tabl
Note 6 - Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | December 31, 2014 September 30, 2015 Accrued compensation and benefits $ 15,041 $ 14,769 Accrued selling and professional fees 4,202 3,557 Accrued income, value added and other taxes 26,576 28,248 Accrued medical panel fees 4,391 4,644 Other accrued expenses 3,768 3,056 Totals $ 53,978 $ 54,274 |
Note 9 - Commitments and Cont27
Note 9 - Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases of Lessee Disclosure [Table Text Block] | Amount Three months ended December 31, 2015 $ 3,529 Years ended December 31: 2016 13,235 2 017 11,814 2018 9,562 2019 6,588 Thereafter 6,987 Total $ 51,715 |
Note 10 - Long-term Debt (Table
Note 10 - Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | December 31, September 30, 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 38,838 434,249 538,838 Less current portion 40,396 — $ 393,853 $ 538,838 |
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 Three months ended December 31, 2015 $ — Years ended December 31: 2016 — 2017 — 2018 38,838 2019 — Thereafter 500,000 Total $ 538,838 |
Note 12 - Income Taxes (Tables)
Note 12 - Income Taxes (Tables) | 9 Months Ended |
Sep. 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 (26 ) Increase to current year tax positions 70 Expiration of the statute of limitations for the assessment of taxes (281 ) Decrease related to settlements — Balance at September 30, 2015 $ 1,356 |
Note 13 - Segment and Geograp30
Note 13 - Segment and Geographical Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Products and Services [Table Text Block] | Revenues For the three months ended September 30, For the nine months ended September 30, 2014 2015 2014 2015 IME and other related services (1) $ 174,012 $ 173,866 $ 501,520 $ 516,699 Peer and bill reviews, Medicare compliance services and case management services (1) 30,066 32,167 72,031 94,388 Total revenues $ 204,078 $ 206,033 $ 573,551 $ 611,087 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | United Canada United Australia Total Three months ended September 30, 2014 Revenues $ 123,112 $ 8,075 $ 48,865 $ 24,026 $ 204,078 Segment profit 21,187 842 8,154 5,900 36,083 Depreciation and amortization expense 9,148 685 2,962 2,910 15,705 Capital expenditures (1,305 ) (3 ) (505 ) (769 ) (2,582 ) Nine months ended September 30, 2014 Revenues $ 346,504 $ 24,160 $ 139,583 $ 63,304 $ 573,551 Segment profit 57,770 3,105 23,613 14,184 98,672 Depreciation and amortization expense 25,037 2,207 9,230 8,431 44,905 Capital expenditures (4,169 ) (12 ) (1,022 ) (989 ) (6,192 ) Total assets (3) 578,158 27,195 239,533 95,131 940,017 Long-lived assets (2)(3) 482,513 19,522 103,945 80,722 686,702 Three months ended September 30, 2015 Revenues $ 128,768 $ 9,614 $ 46,915 $ 20,736 $ 206,033 Segment profit 22,242 1,274 8,839 4,721 37,076 Depreciation and amortization expense 8,519 61 2,128 2,289 12,997 Capital expenditures (1,746 ) (39 ) (232 ) (478 ) (2,495 ) Nine months ended September 30, 2015 Revenues $ 382,611 $ 27,235 $ 140,371 $ 60,870 $ 611,087 Segment profit 64,516 3,257 24,020 13,591 105,384 Depreciation and amortization expense 27,001 751 6,608 7,214 41,574 Capital expenditures (5,067 ) (208 ) (667 ) (1,395 ) (7,337 ) Total assets (3) 720,864 24,223 247,067 76,267 1,068,421 Long-lived assets (2)(3) 464,505 14,802 93,854 59,629 632,790 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | For the three months ended September 30, For the nine months ended September 30, 2014 2015 2014 2015 Segment Profit $ 36,083 $ 37,075 $ 98,672 $ 105,384 Depreciation and amortization (15,705 ) (12,997 ) (44,905 ) (41,574 ) Share-based compensation expense (4,680 ) (5,393 ) (14,660 ) (18,094 ) Acquisition related transaction costs (871 ) (634 ) (2,825 ) (1,327 ) Other income (expenses) (585 ) 84 (771 ) 749 Income from operations $ 14,242 $ 18,135 $ 35,511 $ 45,138 |
Note 14 - Condensed Consolida31
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Tables) | 9 Months Ended |
Sep. 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 $ 123,112 $ 80,966 $ — $ — $ 204,078 Costs and expenses: Costs of revenues 80,796 49,801 — — 130,597 Selling, general and administrative expenses 22,970 20,564 — — 43,534 Depreciation and amortization 9,149 6,556 — — 15,705 Total costs and expenses 112,915 76,921 — — 189,836 Income from operations 10,197 4,045 — — 14,242 Interest and other expenses, net 6,346 2,009 — — 8,355 Income before income taxes 3,851 2,036 — — 5,887 Provision for income taxes 1,024 1,448 — — 2,472 Net income before earnings of consolidated subsidiaries $ 2,827 $ 588 $ — $ — $ 3,415 Net income (loss) of consolidated subsidiaries 588 — 588 (1,176 ) — Net income (loss) $ 3,415 $ 588 $ 588 $ (1,176 ) $ 3,415 Guarantor Subsidiaries Non- Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 346,504 $ 227,047 $ — $ — $ 573,551 Costs and expenses: Costs of revenues 228,346 138,137 — — 366,483 Selling, general and administrative expenses 66,521 60,131 — — 126,652 Depreciation and amortization 25,037 19,868 — — 44,905 Total costs and expenses 319,904 218,136 — — 538,040 Income from operations 26,600 8,911 — — 35,511 Interest and other expenses, net 18,154 5,873 — — 24,027 Income before income taxes 8,446 3,038 — — 11,484 Provision for income taxes 498 4,328 — — 4,826 Net income (loss) before earnings of consolidated subsidiaries $ 7,948 $ (1,290 ) $ — $ — $ 6,658 Net income (loss) of consolidated subsidiaries (1,290 ) — (1,290 ) 2,580 — Net income (loss) $ 6,658 $ (1,290 ) $ (1,290 ) $ 2,580 $ 6,658 Guarantor Subsidiaries Non- Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 128,768 $ 77,265 $ — $ — $ 206,033 Costs and expenses: Costs of revenues 86,779 47,667 — — 134,446 Selling, general and administrative expenses 21,904 18,551 — — 40,455 Depreciation and amortization 8,519 4,478 — — 12,997 Total costs and expenses 117,202 70,696 — — 187,898 Income from operations 11,566 6,569 — — 18,135 Interest and other expenses, net 6,579 1,421 — — 8,000 Income before income taxes 4,987 5,148 — — 10,135 Provision for income taxes 970 2,010 — — 2,980 Net income before earnings of consolidated subsidiaries $ 4,017 $ 3,138 $ — $ — $ 7,155 Net income (loss) of consolidated subsidiaries 3,138 — 3,138 (6,276 ) — Net income (loss) $ 7,155 $ 3,138 $ 3,138 $ (6,276 ) $ 7,155 Guarantor Subsidiaries Non- Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 382,611 $ 228,476 $ — $ — $ 611,087 Costs and expenses: Costs of revenues 257,735 141,312 — — 399,047 Selling, general and administrative expenses 68,607 56,721 — — 125,328 Depreciation and amortization 27,001 14,573 — — 41,574 Total costs and expenses 353,343 212,606 — — 565,949 Income from operations 29,268 15,870 — — 45,138 Interest and other expenses, net 40,001 4,570 — — 44,571 Income (loss) before income taxes (10,733 ) 11,300 — — 567 Provision (benefit) for income taxes (6,621 ) 5,872 — — (749 ) Net income (loss) before earnings of consolidated subsidiaries $ (4,112 ) $ 5,428 $ — $ — $ 1,316 Net income (loss) of consolidated subsidiaries 5,428 — 5,428 (10,856 ) — Net income (loss) $ 1,316 $ 5,428 $ 5,428 $ (10,856 ) $ 1,316 |
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 $ 115,222 $ 12,116 $ — $ — $ 127,338 Accounts receivable, net 64,657 160,852 — — 225,509 Intercompany receivable 53,593 — 12,892 (66,485 ) — Prepaid expenses 10,478 4,422 — — 14,900 Deferred tax assets 4,976 96 — — 5,072 Other current assets 2,351 1,137 — — 3,488 Total current assets 251,277 178,623 12,892 (66,485 ) 376,307 Property, equipment and leasehold improvements, net 11,979 5,099 — — 17,078 Investment in subsidiaries 222,773 — 731,849 (954,622 ) — Intercompany notes receivable 174,375 — 174,375 (348,750 ) — Goodwill 392,636 96,896 — — 489,532 Intangible assets, net 49,778 21,718 — — 71,496 Long-term accounts receivable, less current portion — 52,497 — — 52,497 Deferred tax assets, noncurrent 43,727 5,931 — — 49,658 Deferred financing costs, net 9,635 118 — — 9,753 Other assets 711 1,389 — — 2,100 Total assets $ 1,156,891 $ 362,271 $ 919,116 $ (1,369,857 ) $ 1,068,421 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 23,552 $ 35,688 $ — $ — $ 59,240 Intercompany payable 12,892 53,593 — (66,485 ) — Accrued expenses 18,717 35,557 — — 54,274 Accrued interest expense — — 12,892 — 12,892 Deferred revenue 162 3,996 — — 4,158 Other current liabilities 2,173 3,668 — — 5,841 Total current liabilities 57,496 132,502 12,892 (66,485 ) 136,405 Senior unsecured notes payable — — 500,000 — 500,000 Senior secured revolving credit facility and working capital facilities — 38,838 — — 38,838 Intercompany notes payable 174,375 174,375 — (348,750 ) — Deferred tax liability, noncurrent 5,587 — — — 5,587 Other long-term liabilities 3,701 9,026 — — 12,727 Total liabilities 241,159 354,741 512,892 (415,235 ) 693,557 Commitments and contingencies Stockholders’ equity (deficit) 915,732 7,530 406,224 (954,622 ) 374,864 Total liabilities and stockholders' equity (deficit) $ 1,156,891 $ 362,271 $ 919,116 $ (1,369,857 ) $ 1,068,421 |
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 $ 18,266 $ 6,695 $ — $ — $ 24,961 Investing activities: Cash paid for acquisitions, net (177,864 ) (9,538 ) — — (187,402 ) Purchases of equipment and leasehold improvements, net (4,171 ) (2,021 ) — — (6,192 ) Working capital and other settlements for acquisitions (497 ) (1,869 ) — — (2,366 ) Cash paid for foreign currency net investment hedge (362 ) — — — (362 ) Other (939 ) — — — (939 ) Net cash used in investing activities (183,833 ) (13,428 ) — — (197,261 ) Financing activities: Borrowings under senior secured revolving credit facility — — 269,621 — 269,621 Proceeds from the exercise of options and warrants — 35,394 — 35,394 Excess tax benefit related to share- based compensation — 12,700 — 12,700 Net borrowings under working capital facilities 7,506 — — 7,506 Payment of deferred financing costs — (251 ) — (251 ) Repayment of subordinated unsecured notes payable (333 ) — — — (333 ) Payment of contingent earnout obligation — (4,362 ) — — (4,362 ) Repayment under senior secured revolving credit facility — — (151,290 ) — (151,290 ) Intercompany notes and investments and other 166,121 — (166,174 ) — (53 ) Net cash provided by financing activities 165,788 3,144 — — 168,932 Exchange rate impact on cash and cash equivalents — (350 ) — — (350 ) Net increase (decrease) in cash and cash equivalents 221 (3,939 ) — — (3,718 ) Cash and cash equivalents, beginning of period 760 12,069 — — 12,829 Cash and cash equivalents, end of period $ 981 $ 8,130 $ — $ — $ 9,111 Guarantor Subsidiaries Non-Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Net cash provided by operating activities $ 28,717 $ 12,911 $ — $ — $ 41,628 Investing activities: Cash paid for acquisitions, net (11,145 ) (625 ) — — (11,770 ) Purchases of equipment and leasehold improvements, net (5,068 ) (2,269 ) — — (7,337 ) Working capital and other settlements for acquisitions (181 ) — — — (181 ) Cash proceeds from foreign currency net investment hedge 4,122 — — — 4,122 Other (1,427 ) — — — (1,427 ) Net cash used in investing activities (13,699 ) (2,894 ) — — (16,593 ) 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 — — 13,737 — 13,737 Excess tax benefit related to share- based compensation — — 3,111 — 3,111 Net borrowings under working capital facilities — (607 ) — — (607 ) Repayment of contingent earnout obligation — (5,064 ) — — (5,064 ) Payment of deferred financing costs — (144 ) (8,562 ) — (8,706 ) Payment for early redemption of senior unsecured notes — — (14,618 ) — (14,618 ) Repayment under senior secured revolving credit facility — — (169,331 ) — (169,331 ) Repayments under senior unsecured notes — — (250,000 ) — (250,000 ) Intercompany notes and investments and other 99,815 — (99,815 ) — — Net cash provided by (used in) financing activities 99,815 (5,815 ) — — 94,030 Exchange rate impact on cash and cash equivalents — (1,448 ) — — (1,448 ) Net increase in cash and cash equivalents 114,833 2,754 — — 117,587 Cash and cash equivalents, beginning of period 388 9,363 — — 9,751 Cash and cash equivalents, end of period $ 115,221 $ 12,117 $ — $ — $ 127,338 |
Note 1 - Nature of Operations32
Note 1 - Nature of Operations and Basis of Presentation (Details) | 87 Months Ended | 93 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | ||
Number of Businesses Acquired | 52 | 53 |
Number of Service Centers | 66 | 66 |
Number of States in which Entity Operates | 50 | 50 |
Note 2 - Summary of Significa33
Note 2 - Summary of Significant Accounting Policies (Details) | Apr. 16, 2015USD ($) | Apr. 30, 2015USD ($) | Mar. 31, 2015USD ($)shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($)shares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 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 | 127,338,000 | $ 9,111,000 | 127,338,000 | $ 9,111,000 | 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) | |||||||||
Amortization of Financing Costs | $ 380,000 | $ 583,000 | $ 1,411,000 | $ 1,735,000 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 49,000 | 96,000 | 34,000 | 78,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (6,600,000) | |||||||||
2014 Acquisitions [Member] | ||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Business Combination Contingent Consideration Settled In Cash | 5,100,000 | |||||||||
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 | 1,500,000 | |||||||||
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 | $ 162,000 | |||||||||
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 | $ 1,000,000 | $ 1,800,000 | $ 4,200,000 | $ 6,500,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 5,900,000 | $ 5,900,000 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 6 months | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 30,200,000 | |||||||||
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 | 444,000 | 987,000 | 1,600,000 | ||||||
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 | 778,000 | 1,300,000 | 3,200,000 | 4,900,000 | ||||||
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 | 31,600,000 | $ 31,600,000 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 12,300,000 | |||||||||
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 | 4,400,000 | 2,100,000 | 13,200,000 | 6,400,000 | ||||||
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 | 115,200,000 | 115,200,000 | ||||||||
UNITED KINGDOM | ||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Deferred Revenue | 3,000,000 | 3,000,000 | $ 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 | 790,000 | $ 777,000 | 1,800,000 | |||||||
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 | 8,500,000 | $ 8,500,000 | ||||||||
Debt Issuance Cost | 1,400,000 | 251,000 | ||||||||
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 | 5 years |
Note 2 - Summary of Significa34
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 | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Basic and Diluted Net Income per Share Computational Data [Abstract] | |||||
Net income (in Dollars) | $ 7,155 | $ 3,415 | $ 1,316 | $ 6,658 | |
Basic shares outstanding: | |||||
Common stock | 41,384 | 39,251 | 40,936 | 38,259 | |
Dilutive securities (1) | [1] | 1,774 | 2,396 | 2,045 | 2,638 |
Total | 43,158 | 41,647 | 42,981 | 40,897 | |
[1] | For the three and nine months ended September 30, 2014, the Company's dilutive securities exclude options potentially exercisable in the future into 96,000 shares and 78,000 shares, respectively, because their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2015, the Company's dilutive securities exclude options potentially exercisable in the future into 49,000 shares and 34,000 shares, respectively, because their inclusion would have been anti-dilutive. |
Note 2 - Summary of Significa35
Note 2 - Summary of Significant Accounting Policies (Details) - Assumptions Utilized for Stock Option Grants | 9 Months Ended |
Sep. 30, 2015$ / shares | |
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 Significa36
Note 2 - Summary of Significant Accounting Policies (Details) - Stock Option Activity $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Stock Option Activity [Abstract] | |
Outstanding at December 31, 2014 | shares | 4,965,947 |
Outstanding at December 31, 2014 | $ 12.96 |
Outstanding at September 30, 2015 | shares | 3,835,775 |
Outstanding at September 30, 2015 | $ 13.27 |
Exercisable at September 30, 2015 | shares | 3,361,732 |
Exercisable at September 30, 2015 | $ 10.74 |
Exercisable at September 30, 2015 | 5 years 6 months |
Exercisable at September 30, 2015 | $ | $ 62,747 |
Options granted | shares | 35,000 |
Options granted | $ 40.20 |
Options forfeited | shares | (49,881) |
Options forfeited | $ 22.96 |
Options exercised | shares | (1,115,291) |
Options exercised | $ 12.32 |
Note 2 - Summary of Significa37
Note 2 - Summary of Significant Accounting Policies (Details) - Non-vested Restricted Share and RSU Activity shares in Thousands | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Non-vested Restricted Share and RSU Activity [Abstract] | |
Non-vested awards at December 31, 2014 | shares | 880,433 |
Non-vested awards at December 31, 2014 | $ 25.46 |
Non-vested awards at September 30, 2015 | shares | 1,233,943 |
Non-vested awards at September 30, 2015 | $ 34.49 |
Awards granted | shares | 823,601 |
Awards granted | $ 40.30 |
Awards vested | shares | (447,168) |
Awards vested | $ 27.46 |
Awards forfeited | shares | (22,923) |
Awards forfeited | $ 33.42 |
Note 2 - Summary of Significa38
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Contingent Consideration [Member] | ||
Financial instruments: | ||
Financial instruments, fair value | $ (6,587) | |
Foreign Currency Derivative Asset [Member] | ||
Financial instruments: | ||
Financial instruments, fair value | $ 2,351 | 272 |
Fair Value, Inputs, Level 2 [Member] | Foreign Currency Derivative Asset [Member] | ||
Financial instruments: | ||
Financial instruments, fair value | $ 2,351 | 272 |
Fair Value, Inputs, Level 3 [Member] | Contingent Consideration [Member] | ||
Financial instruments: | ||
Financial instruments, fair value | $ (6,587) |
Note 2 - Summary of Significa39
Note 2 - Summary of Significant Accounting Policies (Details) - Accumulated Other Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 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) | |||
Change during 2015: | ||||
Before-tax amount | (18,818) | |||
Before-tax amount | 6,201 | |||
Before-tax amount | (12,617) | |||
Tax (expense) benefit | 6,399 | |||
Tax (expense) benefit | (2,452) | |||
Tax (expense) benefit | 3,947 | |||
Total activity in 2015 | (12,419) | |||
Total activity in 2015 | 3,749 | |||
Total activity in 2015 | $ (4,607) | $ (4,956) | (8,670) | $ (3,985) |
Balance at September 30, 2015 | (30,240) | (30,240) | ||
Balance at September 30, 2015 | 7,194 | 7,194 | ||
Balance at September 30, 2015 | $ (23,046) | $ (23,046) |
Note 3 - Acquisitions (Details)
Note 3 - Acquisitions (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 87 Months Ended | 93 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | |
Note 3 - Acquisitions (Details) [Line Items] | ||||||||
Number of Businesses Acquired | 52 | 53 | ||||||
Business Combination, Acquisition Related Costs | $ 634,000 | $ 871,000 | $ 1,327,000 | $ 2,825,000 | ||||
Business Combination, Pro Forma Information, Adjustments to Interest and Other Expenses Related to Funding of Acquisition | (191,000) | 82,000 | 45,000 | |||||
Business Combination, Pro Forma Information, Incremental Depreciation and Amoritzation | 3,000 | 490,000 | 389,000 | 4,600,000 | ||||
Business Combination, Pro Forma Information, Adjustments to Selling, General and Administrative Expense | (28,000) | 237,000 | 401,000 | 6,400,000 | ||||
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 | $ 916,000 | $ 186,000 | 0 | $ 916,000 | ||||
2015 Acquisitions [Member] | ||||||||
Note 3 - Acquisitions (Details) [Line Items] | ||||||||
Business Combination, Consideration Transferred | 11,903,000 | |||||||
Payments to Acquire Businesses, Gross | 12,600,000 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 655,000 | 655,000 | 655,000 | 655,000 | ||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||
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 | 2,500,000 | 5,900,000 | ||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 27,000 | 809,000 | ||||||
2015 Acquisitions [Member] | Selling, General and Administrative Expenses [Member] | ||||||||
Note 3 - Acquisitions (Details) [Line Items] | ||||||||
Business Acquisition, Transaction Costs | $ 170,000 | 170,000 | $ 170,000 | $ 170,000 | ||||
Business Combination, Acquisition Related Costs | $ 35,000 |
Note 3 - Acquisitions (Detail41
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | ||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items] | |||
Goodwill | [1] | $ 489,532,000 | $ 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 | 136,504,000 | ||
Net deferred tax liability associated with step-up in book basis | (9,041,000) | ||
Assets acquired and liabilities assumed, net | 3,406,000 | ||
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 | 470,000 | ||
Assets acquired and liabilities assumed, net | (379,000) | ||
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 (Detail42
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2015 - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | ||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2015 [Line Items] | |||
Goodwill | [1] | $ 489,532 | $ 495,679 |
2015 Acquisitions [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2015 [Line Items] | |||
Equipment and leasehold improvements | 79 | ||
Goodwill | 5,208 | ||
Assets acquired and liabilities assumed, net | 904 | ||
Total | 11,903 | ||
Customer Relationships [Member] | 2015 Acquisitions [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2015 [Line Items] | |||
Finite-lived intangible assets | 4,465 | ||
Trade Names [Member] | 2015 Acquisitions [Member] | |||
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2015 [Line Items] | |||
Finite-lived intangible assets | 1,065 | ||
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 (Detail43
Note 3 - Acquisitions (Details) - Pro Forma Results of Operations - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Pro Forma Results of Operations [Abstract] | ||||
Pro forma revenues | $ 206,080 | $ 207,701 | $ 614,306 | $ 605,755 |
Pro forma net income | $ 7,152 | $ 3,282 | $ 1,367 | $ 7,116 |
Pro forma income per share: Basic | $ 0.17 | $ 0.08 | $ 0.03 | $ 0.19 |
Pro forma income per share: Diluted | $ 0.17 | $ 0.08 | $ 0.03 | $ 0.17 |
Note 4 - Property, Equipment 44
Note 4 - Property, Equipment and Leasehold Improvements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 1.7 | $ 1.7 | $ 5 | $ 4.7 |
Note 4 - Property, Equipment 45
Note 4 - Property, Equipment and Leasehold Improvements (Details) - Property, Equipment and Leasehold Improvements - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 33,141 | $ 30,824 |
Less accumulated depreciation and amortization | 16,063 | 15,098 |
Totals | $ 17,078 | 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 | $ 19,972 | 19,161 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 4,836 | 4,274 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 5,672 | $ 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 Intangi46
Note 5 - Goodwill and Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 11.3 | $ 14 | $ 36.6 | $ 40.2 |
Note 5 - Goodwill and Intangi47
Note 5 - Goodwill and Intangible Assets (Details) - Goodwill $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($) | [1] | |
Goodwill [Line Items] | ||
Goodwill balance | $ 495,679 | |
Goodwill acquired during the year | 5,208 | |
Adjustments to prior year acquisitions | 470 | |
Effect of foreign currency translation | (11,825) | |
Goodwill balance | 489,532 | |
UNITED STATES | ||
Goodwill [Line Items] | ||
Goodwill balance | 401,560 | |
Goodwill acquired during the year | 5,063 | |
Adjustments to prior year acquisitions | $ 470 | |
Effect of foreign currency translation | ||
Goodwill balance | $ 407,093 | |
CANADA | ||
Goodwill [Line Items] | ||
Goodwill balance | 17,178 | |
Goodwill acquired during the year | $ 145 | |
Adjustments to prior year acquisitions | ||
Effect of foreign currency translation | $ (3,143) | |
Goodwill balance | 14,180 | |
UNITED KINGDOM | ||
Goodwill [Line Items] | ||
Goodwill balance | $ 38,354 | |
Goodwill acquired during the year | ||
Adjustments to prior year acquisitions | ||
Effect of foreign currency translation | $ (982) | |
Goodwill balance | 37,372 | |
AUSTRALIA | ||
Goodwill [Line Items] | ||
Goodwill balance | $ 38,587 | |
Goodwill acquired during the year | ||
Adjustments to prior year acquisitions | ||
Effect of foreign currency translation | $ (7,700) | |
Goodwill balance | $ 30,887 | |
[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 Intangi48
Note 5 - Goodwill and Intangible Assets (Details) - Intangible Assets - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Amortizable intangible assets: | ||
Gross carrying amount | $ 326,124 | $ 328,424 |
Accumulated amortization | (254,628) | (225,841) |
Net carrying value | 71,496 | 102,583 |
Customer Relationships [Member] | ||
Amortizable intangible assets: | ||
Gross carrying amount | 239,793 | 244,211 |
Accumulated amortization | (190,290) | (167,943) |
Net carrying value | 49,503 | 76,268 |
Trade Names [Member] | ||
Amortizable intangible assets: | ||
Gross carrying amount | 67,242 | 68,264 |
Accumulated amortization | (50,549) | (45,901) |
Net carrying value | $ 16,693 | $ 22,363 |
Noncompete Agreements [Member] | ||
Amortizable intangible assets: | ||
Estimated useful lives | 36 months | 36 months |
Gross carrying amount | $ 10,028 | $ 6,761 |
Accumulated amortization | (5,520) | (4,116) |
Net carrying value | 4,508 | 2,645 |
Unpatented Technology [Member] | ||
Amortizable intangible assets: | ||
Gross carrying amount | 9,061 | 9,188 |
Accumulated amortization | (8,269) | (7,881) |
Net carrying value | $ 792 | $ 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 Intangi49
Note 5 - Goodwill and Intangible Assets (Details) - Intangible Amortization Expense - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Intangible Amortization Expense [Abstract] | ||
Three months ended December 31, 2015 | $ 11,210 | |
Years ended December 31: | ||
2,016 | 34,205 | |
2,017 | 21,962 | |
2,018 | 3,126 | |
2,019 | 993 | |
Total | $ 71,496 | $ 102,583 |
Note 6 - Accrued Expenses (Deta
Note 6 - Accrued Expenses (Details) - Accrued Expenses - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Accrued Expenses [Abstract] | ||
Accrued compensation and benefits | $ 14,769 | $ 15,041 |
Accrued selling and professional fees | 3,557 | 4,202 |
Accrued income, value added and other taxes | 28,248 | 26,576 |
Accrued medical panel fees | 4,644 | 4,391 |
Other accrued expenses | 3,056 | 3,768 |
Totals | $ 54,274 | $ 53,978 |
Note 7 - Stockholders' Equity (
Note 7 - Stockholders' Equity (Details) - USD ($) | Sep. 01, 2016 | Sep. 01, 2015 | Sep. 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) | $ 10,200,000 | |||
Certain Officers and Employees [Member] | ||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 91,000 | |||
Director [Member] | ||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 16,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value (in Dollars) | $ 555,000 | |||
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 | 1,107,000 | |||
Restricted Stock [Member] | ||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 220,000 | |||
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) | $ 3,700,000 | |||
Restricted Stock [Member] | 2014 Incentive Compensation Plan [Member] | Certain Officers and Employees [Member] | ||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||
Restricted Stock [Member] | 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 Transa52
Note 8 - Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
RedRidge Finance Group [Member] | ||||
Note 8 - Related Party Transactions (Details) [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 132,000 | $ 9,000 | $ 250,000 | $ 300,000 |
Note 9 - Commitments and Cont53
Note 9 - Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating Leases, Rent Expense | $ 4,400,000 | $ 3,900,000 | $ 13,100,000 | $ 11,100,000 |
Defined Contribution Plan, Cost Recognized | $ 245,000 | $ 230,000 | $ 921,000 | $ 691,000 |
Note 9 - Commitments and Cont54
Note 9 - Commitments and Contingencies (Details) - Future Minimum Lease Payments $ in Thousands | Sep. 30, 2015USD ($) |
Future Minimum Lease Payments [Abstract] | |
Three months ended December 31, 2015 | $ 3,529 |
Years ended December 31: | |
2,016 | 13,235 |
2,017 | 11,814 |
2,018 | 9,562 |
2,019 | 6,588 |
Thereafter | 6,987 |
Total | $ 51,715 |
Note 10 - Long-term Debt (Detai
Note 10 - Long-term Debt (Details) | Sep. 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) | 6,900,000 | ||||||||||
Line of Credit Facility, Remaining Borrowing Capacity (in Dollars) | $ 699,000 | ||||||||||
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) | $ 32,000,000 | ||||||||||
Line of Credit Facility, Remaining Borrowing Capacity (in Dollars) | $ 8,200,000 | ||||||||||
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 to1.0 0.40 % 2.50 % 2.50 % 1.50 %3 3.00 to1.0 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 September 30, 2015, the Company had no amount outstanding under the Senior Secured Revolving Credit Facility, resulting in $300.0 million of undrawn commitments. |
Note 10 - Long-term Debt (Det56
Note 10 - Long-term Debt (Details) - Debt - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | |
Note 10 - Long-term Debt (Details) - Debt [Line Items] | |||
Revolving credit facilities | $ 0 | ||
538,838,000 | $ 434,249,000 | ||
Less current portion | 40,396,000 | ||
538,838,000 | 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] | $ 38,838,000 | $ 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 to1.0 0.40 % 2.50 % 2.50 % 1.50 %3 3.00 to1.0 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 September 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 September 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 September 30, 2015, UKIM had $6.9 million outstanding under the working capital facility, resulting in approximately $699,000 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 September 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 September 30, 2015, Premex had $32.0 million outstanding under the working capital facility, resulting in approximately $8.2 million in availability. |
Note 10 - Long-term Debt (Det57
Note 10 - Long-term Debt (Details) - Borrowings Under the Senior Secured Revolving Credit Facility | 9 Months Ended |
Sep. 30, 2015 | |
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 (Det58
Note 10 - Long-term Debt (Details) - Future Maturities of Long-Term Debt $ in Thousands | Sep. 30, 2015USD ($) |
Future Maturities of Long-Term Debt [Abstract] | |
Three months ended December 31, 2015 | $ 0 |
Years ended December 31: | |
2,016 | 0 |
2,017 | 0 |
2,018 | 38,838 |
2,019 | 0 |
Thereafter | 500,000 |
Total | $ 538,838 |
Note 11 - Financial Instrumen59
Note 11 - Financial Instruments (Details) £ in Millions, AUD in Millions | 3 Months Ended | ||||
Mar. 31, 2015USD ($) | Sep. 30, 2015USD ($) | 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 | $ 2,400,000 | ||||
Forward Contracts [Member] | |||||
Note 11 - Financial Instruments (Details) [Line Items] | |||||
Proceeds from Hedge, Investing Activities | $ 4,100,000 |
Note 12 - Income Taxes (Details
Note 12 - Income Taxes (Details) - Unrecognized Tax Benefits $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Unrecognized Tax Benefits [Abstract] | |
Unrecognized tax benefits | $ 1,593 |
Increase to prior year tax positions | (26) |
Increase to current year tax positions | 70 |
Expiration of the statute of limitations for the assessment of taxes | (281) |
Decrease related to settlements | 0 |
Unrecognized tax benefits | $ 1,356 |
Note 13 - Segment and Geograp61
Note 13 - Segment and Geographical Information (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 4 |
Note 13 - Segment and Geograp62
Note 13 - Segment and Geographical Information (Details) - Revenues by Product Group - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenue from External Customer [Line Items] | |||||
Revenue | $ 206,033 | $ 204,078 | $ 611,087 | $ 573,551 | |
IME and Other Related Services [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenue | [1] | 173,866 | 174,012 | 516,699 | 501,520 |
Peer and Bill Review Medicare Compliance and Case Management [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenue | [1] | $ 32,167 | $ 30,066 | $ 94,388 | $ 72,031 |
[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 Geograp63
Note 13 - Segment and Geographical Information (Details) - Segment Information - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | ||||||
Note 13 - Segment and Geographical Information (Details) - Segment Information [Line Items] | ||||||||||
Revenues | $ 206,033 | [1] | $ 204,078 | $ 611,087 | [1] | $ 573,551 | ||||
Segment profit | 37,076 | [1] | 36,083 | 105,384 | [1] | 98,672 | ||||
Depreciation and amortization expense | 12,997 | [1] | 15,705 | 41,574 | [1] | 44,905 | ||||
Capital expenditures | (2,495) | [1] | (2,582) | (7,337) | [1] | (6,192) | ||||
Nine months ended September 30, 2014 | ||||||||||
Total assets | 1,068,421 | [2] | 940,017 | [2] | 1,068,421 | [2] | 940,017 | [2] | $ 930,144 | |
Long-lived assets | [2],[3] | 632,790 | 686,702 | 632,790 | 686,702 | |||||
UNITED STATES | ||||||||||
Note 13 - Segment and Geographical Information (Details) - Segment Information [Line Items] | ||||||||||
Revenues | 128,768 | [1] | 123,112 | 382,611 | [1] | 346,504 | ||||
Segment profit | 22,242 | [1] | 21,187 | 64,516 | [1] | 57,770 | ||||
Depreciation and amortization expense | 8,519 | [1] | 9,148 | 27,001 | [1] | 25,037 | ||||
Capital expenditures | (1,746) | [1] | (1,305) | (5,067) | [1] | (4,169) | ||||
Nine months ended September 30, 2014 | ||||||||||
Total assets | [2] | 720,864 | 578,158 | 720,864 | 578,158 | |||||
Long-lived assets | [2],[3] | 464,505 | 482,513 | 464,505 | 482,513 | |||||
CANADA | ||||||||||
Note 13 - Segment and Geographical Information (Details) - Segment Information [Line Items] | ||||||||||
Revenues | 9,614 | [1] | 8,075 | 27,235 | [1] | 24,160 | ||||
Segment profit | 1,274 | [1] | 842 | 3,257 | [1] | 3,105 | ||||
Depreciation and amortization expense | 61 | [1] | 685 | 751 | [1] | 2,207 | ||||
Capital expenditures | (39) | [1] | (3) | (208) | [1] | (12) | ||||
Nine months ended September 30, 2014 | ||||||||||
Total assets | [2] | 24,223 | 27,195 | 24,223 | 27,195 | |||||
Long-lived assets | [2],[3] | 14,802 | 19,522 | 14,802 | 19,522 | |||||
UNITED KINGDOM | ||||||||||
Note 13 - Segment and Geographical Information (Details) - Segment Information [Line Items] | ||||||||||
Revenues | 46,915 | [1] | 48,865 | 140,371 | [1] | 139,583 | ||||
Segment profit | 8,839 | [1] | 8,154 | 24,020 | [1] | 23,613 | ||||
Depreciation and amortization expense | 2,128 | [1] | 2,962 | 6,608 | [1] | 9,230 | ||||
Capital expenditures | (232) | [1] | (505) | (667) | [1] | (1,022) | ||||
Nine months ended September 30, 2014 | ||||||||||
Total assets | [2] | 247,067 | 239,533 | 247,067 | 239,533 | |||||
Long-lived assets | [2],[3] | 93,854 | 103,945 | 93,854 | 103,945 | |||||
AUSTRALIA | ||||||||||
Note 13 - Segment and Geographical Information (Details) - Segment Information [Line Items] | ||||||||||
Revenues | 20,736 | [1] | 24,026 | 60,870 | [1] | 63,304 | ||||
Segment profit | 4,721 | [1] | 5,900 | 13,591 | [1] | 14,184 | ||||
Depreciation and amortization expense | 2,289 | [1] | 2,910 | 7,214 | [1] | 8,431 | ||||
Capital expenditures | (478) | [1] | (769) | (1,395) | [1] | (989) | ||||
Nine months ended September 30, 2014 | ||||||||||
Total assets | [2] | 76,267 | 95,131 | 76,267 | 95,131 | |||||
Long-lived assets | [2],[3] | $ 59,629 | $ 80,722 | $ 59,629 | $ 80,722 | |||||
[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. incometax 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 Geograp64
Note 13 - Segment and Geographical Information (Details) - Reconciliation of Segment Profit to the Consolidated Statement of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Reconciliation of Segment Profit to the Consolidated Statement of Comprehensive Loss [Abstract] | ||||||
Segment Profit | $ 37,076 | [1] | $ 36,083 | $ 105,384 | [1] | $ 98,672 |
Depreciation and amortization | (12,997) | [1] | (15,705) | (41,574) | [1] | (44,905) |
Share-based compensation expense | (5,393) | (4,680) | (18,094) | (14,660) | ||
Acquisition related transaction costs | (634) | (871) | (1,327) | (2,825) | ||
Other income (expenses) | 84 | (585) | 749 | (771) | ||
Income from operations | $ 18,135 | $ 14,242 | $ 45,138 | $ 35,511 | ||
[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 Statement of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | $ 206,033 | $ 204,078 | $ 611,087 | $ 573,551 | ||
Costs and expenses: | ||||||
Costs of revenues | 134,446 | 130,597 | 399,047 | 366,483 | ||
Selling, general and administrative expenses | 40,455 | 43,534 | 125,328 | 126,652 | ||
Depreciation and amortization | 12,997 | [1] | 15,705 | 41,574 | [1] | 44,905 |
Total costs and expenses | 187,898 | 189,836 | 565,949 | 538,040 | ||
Income from operations | 18,135 | 14,242 | 45,138 | 35,511 | ||
Interest and other expenses, net | 8,000 | 8,355 | 44,571 | 24,027 | ||
Income (loss) before income taxes | 10,135 | 5,887 | 567 | 11,484 | ||
Provision (benefit) for income taxes | 2,980 | 2,472 | (749) | 4,826 | ||
Net income (loss) before earnings of consolidated subsidiaries | 7,155 | 3,415 | 1,316 | 6,658 | ||
Net income (loss) | 7,155 | 3,415 | 1,316 | 6,658 | ||
Consolidation, Eliminations [Member] | ||||||
Costs and expenses: | ||||||
Net income (loss) of consolidated subsidiaries | (6,276) | (1,176) | (10,856) | 2,580 | ||
Net income (loss) | (6,276) | (1,176) | (10,856) | 2,580 | ||
Guarantor Subsidiaries [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | 128,768 | 123,112 | 382,611 | 346,504 | ||
Costs and expenses: | ||||||
Costs of revenues | 86,779 | 80,796 | 257,735 | 228,346 | ||
Selling, general and administrative expenses | 21,904 | 22,970 | 68,607 | 66,521 | ||
Depreciation and amortization | 8,519 | 9,149 | 27,001 | 25,037 | ||
Total costs and expenses | 117,202 | 112,915 | 353,343 | 319,904 | ||
Income from operations | 11,566 | 10,197 | 29,268 | 26,600 | ||
Interest and other expenses, net | 6,579 | 6,346 | 40,001 | 18,154 | ||
Income (loss) before income taxes | 4,987 | 3,851 | (10,733) | 8,446 | ||
Provision (benefit) for income taxes | 970 | 1,024 | (6,621) | 498 | ||
Net income (loss) before earnings of consolidated subsidiaries | 4,017 | 2,827 | (4,112) | 7,948 | ||
Net income (loss) of consolidated subsidiaries | 3,138 | 588 | 5,428 | (1,290) | ||
Net income (loss) | 7,155 | 3,415 | 1,316 | 6,658 | ||
Non-Guarantor Subsidiaries [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenues | 77,265 | 80,966 | 228,476 | 227,047 | ||
Costs and expenses: | ||||||
Costs of revenues | 47,667 | 49,801 | 141,312 | 138,137 | ||
Selling, general and administrative expenses | 18,551 | 20,564 | 56,721 | 60,131 | ||
Depreciation and amortization | 4,478 | 6,556 | 14,573 | 19,868 | ||
Total costs and expenses | 70,696 | 76,921 | 212,606 | 218,136 | ||
Income from operations | 6,569 | 4,045 | 15,870 | 8,911 | ||
Interest and other expenses, net | 1,421 | 2,009 | 4,570 | 5,873 | ||
Income (loss) before income taxes | 5,148 | 2,036 | 11,300 | 3,038 | ||
Provision (benefit) for income taxes | 2,010 | 1,448 | 5,872 | 4,328 | ||
Net income (loss) before earnings of consolidated subsidiaries | 3,138 | 588 | 5,428 | (1,290) | ||
Net income (loss) | 3,138 | 588 | 5,428 | (1,290) | ||
Parent Company [Member] | ||||||
Costs and expenses: | ||||||
Net income (loss) of consolidated subsidiaries | 3,138 | 588 | 5,428 | (1,290) | ||
Net income (loss) | $ 3,138 | $ 588 | $ 5,428 | $ (1,290) | ||
[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 Consolida66
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Details) - Condensed Consolidating Balance Sheet - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |||
Current assets: | |||||||
Cash and cash equivalents | $ 127,338 | $ 9,751 | $ 9,111 | $ 12,829 | |||
Accounts receivable, net | 225,509 | 203,189 | |||||
Prepaid expenses | 14,900 | 13,805 | |||||
Deferred tax assets | 5,072 | 3,776 | |||||
Other current assets | 3,488 | 1,437 | |||||
Total current assets | 376,307 | 231,958 | |||||
Property, equipment and leasehold improvements, net | 17,078 | 15,726 | |||||
Goodwill | [1] | 489,532 | 495,679 | ||||
Intangible assets, net | 71,496 | 102,583 | |||||
Long-term accounts receivable, less current portion | 52,497 | 46,401 | |||||
Deferred tax assets, noncurrent | 49,658 | 29,682 | |||||
Deferred financing costs, net | 9,753 | 6,169 | |||||
Other assets | 2,100 | 1,946 | |||||
Total assets | 1,068,421 | [2] | 930,144 | 940,017 | [2] | ||
Current liabilities: | |||||||
Accounts payable | 59,240 | 57,033 | |||||
Accrued expenses | 54,274 | 53,978 | |||||
Accrued interest expense | 12,892 | 10,667 | |||||
Deferred revenue | 4,158 | 6,402 | |||||
Deferred tax liability, noncurrent | 5,587 | ||||||
Current portion of contingent earnout obligation | 4,473 | ||||||
Current portion of working capital facilities | 40,396 | ||||||
Other current liabilities | 5,841 | 6,950 | |||||
Total current liabilities | 136,405 | 179,899 | |||||
Senior unsecured notes payable | 500,000 | 250,000 | |||||
Senior secured revolving credit facility | 38,838 | 143,853 | |||||
Long-term contingent earnout obligation, less current portion | 2,114 | ||||||
Other long-term liabilities | 12,727 | 9,403 | |||||
Total liabilities | $ 693,557 | $ 585,269 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | $ 374,864 | $ 344,875 | |||||
Total liabilities and stockholders' equity (deficit) | 1,068,421 | 930,144 | |||||
Consolidation, Eliminations [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | 0 | ||||||
Intercompany receivable | (66,485) | (52,669) | |||||
Deferred tax assets | (4) | ||||||
Total current assets | (66,485) | (52,673) | |||||
Investment in subsidiaries | (954,622) | (808,779) | |||||
Intercompany notes receivable | (348,750) | (348,928) | |||||
Total assets | (1,369,857) | (1,210,380) | |||||
Current liabilities: | |||||||
Intercompany payable | (66,485) | (52,669) | |||||
Deferred tax liability, noncurrent | (4) | ||||||
Total current liabilities | (66,485) | (52,673) | |||||
Intercompany notes payable | (348,750) | (348,928) | |||||
Total liabilities | (415,235) | $ (401,601) | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | (954,622) | $ (808,779) | |||||
Total liabilities and stockholders' equity (deficit) | (1,369,857) | (1,210,380) | |||||
Guarantor Subsidiaries [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | 115,222 | 388 | 981 | 760 | |||
Accounts receivable, net | 64,657 | 55,684 | |||||
Intercompany receivable | 53,593 | 42,002 | |||||
Prepaid expenses | 10,478 | 8,248 | |||||
Deferred tax assets | 4,976 | 3,780 | |||||
Other current assets | 2,351 | 272 | |||||
Total current assets | 251,277 | 110,374 | |||||
Property, equipment and leasehold improvements, net | 11,979 | 10,394 | |||||
Investment in subsidiaries | 222,773 | 217,344 | |||||
Intercompany notes receivable | 174,375 | 174,464 | |||||
Goodwill | 392,636 | 387,104 | |||||
Intangible assets, net | 49,778 | 64,530 | |||||
Deferred tax assets, noncurrent | 43,727 | 22,505 | |||||
Deferred financing costs, net | 9,635 | 6,140 | |||||
Other assets | 711 | 663 | |||||
Total assets | 1,156,891 | 993,518 | |||||
Current liabilities: | |||||||
Accounts payable | 23,552 | 20,163 | |||||
Intercompany payable | 12,892 | 10,667 | |||||
Accrued expenses | 18,717 | 23,904 | |||||
Deferred revenue | 162 | 244 | |||||
Deferred tax liability, noncurrent | 5,587 | ||||||
Other current liabilities | 2,173 | 2,363 | |||||
Total current liabilities | 57,496 | 57,341 | |||||
Intercompany notes payable | 174,375 | 174,464 | |||||
Other long-term liabilities | 3,701 | 1,795 | |||||
Total liabilities | 241,159 | $ 233,600 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | 915,732 | $ 759,918 | |||||
Total liabilities and stockholders' equity (deficit) | 1,156,891 | 993,518 | |||||
Non-Guarantor Subsidiaries [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | 12,116 | 9,363 | $ 8,130 | $ 12,069 | |||
Accounts receivable, net | 160,852 | 147,505 | |||||
Prepaid expenses | 4,422 | 5,557 | |||||
Deferred tax assets | 96 | ||||||
Other current assets | 1,137 | 1,165 | |||||
Total current assets | 178,623 | 163,590 | |||||
Property, equipment and leasehold improvements, net | 5,099 | 5,332 | |||||
Goodwill | 96,896 | 108,575 | |||||
Intangible assets, net | 21,718 | 38,053 | |||||
Long-term accounts receivable, less current portion | 52,497 | 46,401 | |||||
Deferred tax assets, noncurrent | 5,931 | 7,177 | |||||
Deferred financing costs, net | 118 | 29 | |||||
Other assets | 1,389 | 1,283 | |||||
Total assets | 362,271 | 370,440 | |||||
Current liabilities: | |||||||
Accounts payable | 35,688 | 36,870 | |||||
Intercompany payable | 53,593 | 42,002 | |||||
Accrued expenses | 35,557 | 30,074 | |||||
Deferred revenue | 3,996 | 6,158 | |||||
Deferred tax liability, noncurrent | 4 | ||||||
Current portion of contingent earnout obligation | 4,473 | ||||||
Current portion of working capital facilities | 40,396 | ||||||
Other current liabilities | 3,668 | 4,587 | |||||
Total current liabilities | 132,502 | 164,564 | |||||
Senior secured revolving credit facility | 38,838 | ||||||
Intercompany notes payable | 174,375 | 174,464 | |||||
Long-term contingent earnout obligation, less current portion | 2,114 | ||||||
Other long-term liabilities | 9,026 | 7,608 | |||||
Total liabilities | 354,741 | $ 348,750 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | 7,530 | $ 21,690 | |||||
Total liabilities and stockholders' equity (deficit) | 362,271 | 370,440 | |||||
Parent Company [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | 0 | ||||||
Intercompany receivable | 12,892 | 10,667 | |||||
Total current assets | 12,892 | 10,667 | |||||
Investment in subsidiaries | 731,849 | 591,435 | |||||
Intercompany notes receivable | 174,375 | 174,464 | |||||
Total assets | 919,116 | 776,566 | |||||
Current liabilities: | |||||||
Accrued interest expense | 12,892 | 10,667 | |||||
Total current liabilities | 12,892 | 10,667 | |||||
Senior unsecured notes payable | 500,000 | 250,000 | |||||
Senior secured revolving credit facility | 143,853 | ||||||
Total liabilities | 512,892 | $ 404,520 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | 406,224 | $ 372,046 | |||||
Total liabilities and stockholders' equity (deficit) | $ 919,116 | $ 776,566 | |||||
[1] | Goodwill recorded in connection with certain tax benefits to be realized in the Company's U.S. income tax returns has been reflected in the United States segment. | ||||||
[2] | Total assets and long-lived assets include goodwill. Goodwill recorded in connection with certain tax benefits to be realized in the Company's U.S. incometax returns has been reflected in the United States segment. |
Note 14 - Condensed Consolida67
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Details) - Condensed Consolidating Statement of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $ 41,628 | $ 24,961 |
Investing activities: | ||
Cash paid for acquisitions, net | (11,770) | (187,402) |
Purchases of equipment and leasehold improvements, net | (7,337) | (6,192) |
Working capital and other settlements for acquisitions | (181) | (2,366) |
Cash proceeds from (paid for) foreign currency net investment hedge | 4,122 | (362) |
Other | (1,427) | (939) |
Net cash used in investing activities | (16,593) | (197,261) |
Financing activities: | ||
Borrowings under senior unsecured notes | 500,000 | |
Borrowings under senior secured revolving credit facility | 25,478 | 269,621 |
Proceeds from the exercise of options and warrants | 13,737 | 35,394 |
Excess tax benefit related to share-based compensation | 3,111 | 12,700 |
Net borrowings (repayments) under working capital facilities | (607) | 7,506 |
Payment of deferred financing costs | (8,706) | (251) |
Payment for early redemption of senior unsecured notes | (14,618) | |
Repayment of subordinated unsecured notes payable | (333) | |
Payment of contingent earnout obligation | (5,064) | (4,362) |
Repayment under senior secured revolving credit facility | (169,331) | (151,290) |
Repayments under senior unsecured notes | (250,000) | |
Intercompany notes and investments and other | (53) | |
Net cash provided by (used in) financing activities | 94,000 | 168,932 |
Exchange rate impact on cash and cash equivalents | (1,448) | (350) |
Net increase (decrease) in cash and cash equivalents | 117,587 | (3,718) |
Cash and cash equivalents, beginning of period | 9,751 | 12,829 |
Cash and cash equivalents, end of period | 127,338 | 9,111 |
Consolidation, Eliminations [Member] | ||
Financing activities: | ||
Cash and cash equivalents, end of period | 0 | |
Guarantor Subsidiaries [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 28,717 | 18,266 |
Investing activities: | ||
Cash paid for acquisitions, net | (11,145) | (177,864) |
Purchases of equipment and leasehold improvements, net | (5,068) | (4,171) |
Working capital and other settlements for acquisitions | (181) | (497) |
Cash proceeds from (paid for) foreign currency net investment hedge | 4,122 | (362) |
Other | (1,427) | (939) |
Net cash used in investing activities | (13,699) | (183,833) |
Financing activities: | ||
Repayment of subordinated unsecured notes payable | (333) | |
Intercompany notes and investments and other | 99,815 | 166,121 |
Net cash provided by (used in) financing activities | 99,815 | 165,788 |
Net increase (decrease) in cash and cash equivalents | 114,833 | 221 |
Cash and cash equivalents, beginning of period | 388 | 760 |
Cash and cash equivalents, end of period | 115,222 | 981 |
Non-Guarantor Subsidiaries [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 12,911 | 6,695 |
Investing activities: | ||
Cash paid for acquisitions, net | (625) | (9,538) |
Purchases of equipment and leasehold improvements, net | (2,269) | (2,021) |
Working capital and other settlements for acquisitions | (1,869) | |
Net cash used in investing activities | (2,894) | (13,428) |
Financing activities: | ||
Net borrowings (repayments) under working capital facilities | (607) | 7,506 |
Payment of deferred financing costs | (144) | |
Payment of contingent earnout obligation | (5,064) | (4,362) |
Net cash provided by (used in) financing activities | (5,815) | 3,144 |
Exchange rate impact on cash and cash equivalents | (1,448) | (350) |
Net increase (decrease) in cash and cash equivalents | 2,754 | (3,939) |
Cash and cash equivalents, beginning of period | 9,363 | 12,069 |
Cash and cash equivalents, end of period | 12,116 | 8,130 |
Parent Company [Member] | ||
Financing activities: | ||
Borrowings under senior unsecured notes | 500,000 | |
Borrowings under senior secured revolving credit facility | 25,478 | 269,621 |
Proceeds from the exercise of options and warrants | 13,737 | 35,394 |
Excess tax benefit related to share-based compensation | 3,111 | 12,700 |
Payment of deferred financing costs | (8,562) | (251) |
Payment for early redemption of senior unsecured notes | (14,618) | |
Repayment under senior secured revolving credit facility | (169,331) | (151,290) |
Repayments under senior unsecured notes | (250,000) | |
Intercompany notes and investments and other | (99,815) | $ (166,174) |
Cash and cash equivalents, end of period | $ 0 |
Note 15 - Subsequent Events (De
Note 15 - Subsequent Events (Details) - USD ($) $ in Millions | Oct. 30, 2015 | Nov. 03, 2015 | Sep. 30, 2015 |
Note 15 - Subsequent Events (Details) [Line Items] | |||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 10.2 | ||
Subsequent Event [Member] | |||
Note 15 - Subsequent Events (Details) [Line Items] | |||
Stock Repurchase Program, Authorized Amount | $ 75 | ||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 65 | ||
First Choice [Member] | Subsequent Event [Member] | |||
Note 15 - Subsequent Events (Details) [Line Items] | |||
Business Acquisition, Annual Approximate Revenues of Acquiree | $ 24 |