Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 06, 2016 | |
Entity Registrant Name | ExamWorks Group, Inc. | |
Entity Central Index Key | 1,498,021 | |
Trading Symbol | exam | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Common Stock, Shares Outstanding (in shares) | 41,654,000 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | ||
Current assets: | ||||
Cash and cash equivalents | $ 15,999 | $ 47,865 | ||
Accounts receivable, net | 249,062 | 245,449 | ||
Prepaid expenses | 19,914 | 16,809 | ||
Other current assets | 1,078 | 1,958 | ||
Total current assets | 286,053 | 312,081 | ||
Property, equipment and leasehold improvements, net | 22,264 | 20,145 | ||
Goodwill | [1] | 581,379 | 508,297 | |
Intangible assets, net | 109,409 | 84,673 | ||
Long-term accounts receivable, less current portion | 67,495 | 62,717 | ||
Deferred tax assets | 40,596 | 50,405 | ||
Deferred financing costs, net | 2,386 | 2,520 | ||
Other assets | 4,178 | 3,969 | ||
Total assets | 1,113,760 | [2],[3] | 1,044,807 | |
Current liabilities: | ||||
Accounts payable | 65,948 | 60,599 | ||
Accrued expenses | 55,261 | 60,748 | ||
Accrued interest expense | 13,414 | 6,245 | ||
Deferred revenue | 3,498 | $ 3,684 | ||
Current portion of contingent earnout obligation | 2,556 | |||
Other current liabilities | 7,282 | $ 9,056 | ||
Total current liabilities | 147,959 | 140,332 | ||
Notes payable | 493,359 | 493,126 | ||
Senior secured revolving credit facility and working capital facilities | 82,578 | $ 35,243 | ||
Long-term contingent earnout obligation, less current portion | 5,079 | |||
Deferred tax liabilities | 3,250 | $ 3,333 | ||
Other long-term liabilities | 14,225 | 12,738 | ||
Total liabilities | $ 746,450 | $ 684,772 | ||
Commitments and contingencies | ||||
Stockholders’ equity: | ||||
Preferred stock, $0.0001 par value; Authorized 50,000 shares; no shares issued and outstanding at December 31, 2015 and March 31, 2016 | ||||
Common stock, $0.0001 par value; Authorized 250,000 shares; issued 42,983 and 43,222 shares at December 31, 2015 and March 31, 2016, respectively | $ 4 | $ 4 | ||
Additional paid-in capital | 457,193 | 446,409 | ||
Accumulated other comprehensive loss | (24,766) | (26,003) | ||
Accumulated deficit | (27,359) | (30,619) | ||
Treasury stock, at cost; Outstanding 1,705 and 2,015 shares at December 31, 2015 and March 31, 2016, respectively | (37,762) | (29,756) | ||
Total stockholders’ equity | 367,310 | 360,035 | ||
Total liabilities and stockholders' equity | $ 1,113,760 | $ 1,044,807 | ||
[1] | Goodwill recorded in connection with certain tax benefits to be realized in the Company’s U.S. income tax returns has been reflected in the United States segment. | |||
[2] | For segment purposes, the Company defines "segment profit" as earnings before interest expenses, income taxes, depreciation and amortization, share-based compensation expenses, acquisition related transaction costs and other expenses. A consolidated reconciliation from segment profit to income from operations is included below. | |||
[3] | Total assets and long-lived assets include goodwill. Goodwill recorded in connection with certain tax benefits to be realized in the Company's U.S. income tax returns has been reflected in the United States segment. |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 43,222,000 | 42,983,000 |
Treasury stock, shares outstanding (in shares) | 2,015,000 | 1,705,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Revenues | $ 226,503 | $ 196,316 | |
Costs and expenses: | |||
Costs of revenues | 149,126 | 128,176 | |
Selling, general and administrative expenses | 47,339 | 42,152 | |
Depreciation and amortization | [1] | 16,636 | 14,848 |
Total costs and expenses | 213,101 | 185,176 | |
Income from operations | 13,402 | 11,140 | |
Interest and other expenses, net: | |||
Interest expense, net | 8,399 | 8,004 | |
Total interest and other expenses, net | 8,399 | 8,004 | |
Income before income taxes | 5,003 | 3,136 | |
Provision for income taxes | 1,743 | 1,112 | |
Net income | 3,260 | 2,024 | |
Comprehensive Income (Loss): | |||
Net income | 3,260 | 2,024 | |
Foreign currency translation adjustments, net of tax | 1,237 | (5,877) | |
Total comprehensive income (loss) | $ 4,497 | $ (3,853) | |
Net income per share: | |||
Basic (in dollars per share) | $ 0.08 | $ 0.05 | |
Diluted (in dollars per share) | $ 0.08 | $ 0.05 | |
Weighted average number of common shares outstanding: | |||
Basic (in shares) | 40,805 | 40,418 | |
Diluted (in shares) | 42,362 | 42,680 | |
[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 ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities: | ||
Net income | $ 3,260 | $ 2,024 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 16,636 | 14,848 |
Amortization of deferred rent | 99 | 138 |
Share-based compensation | 5,419 | 6,136 |
Excess tax benefit related to share-based compensation | (4,766) | (2,086) |
Provision for doubtful accounts | 2,116 | 1,918 |
Amortization of deferred financing costs | 381 | 587 |
Deferred income taxes | 348 | (1,759) |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (7,562) | (14,763) |
Prepaid expenses and other current assets | (2,184) | 1,010 |
Accounts payable and accrued expenses | (2,729) | 4,668 |
Accrued interest expense | 7,169 | (5,640) |
Deferred revenue and customer deposits | (108) | (133) |
Other liabilities | (2,313) | (784) |
Net cash provided by operating activities | 15,766 | 6,164 |
Investing activities: | ||
Cash paid for acquisitions, net | (92,348) | (2,299) |
Purchases of building, equipment and leasehold improvements, net | (2,737) | (2,229) |
Working capital and other settlements for acquisitions | (271) | (91) |
Proceeds from foreign currency net investment hedges | 1,649 | 4,812 |
Other | (150) | (1,250) |
Net cash used in investing activities | (93,857) | (1,057) |
Financing activities: | ||
Borrowings under senior secured revolving credit facility | 75,000 | 25,478 |
Excess tax benefit related to share-based compensation | 4,766 | 2,086 |
Proceeds from the exercise of options and warrants | $ 582 | 8,855 |
Repayment of contingent earnout obligation | (1,023) | |
Net repayments under working capital facilities | $ (1,623) | $ (132) |
Purchases of stock for treasury | (8,006) | |
Repayments under senior secured revolving credit facility | (25,000) | $ (29,331) |
Net cash provided by financing activities | 45,719 | 5,933 |
Exchange rate impact on cash and cash equivalents | 506 | (509) |
Net increase (decrease) in cash and cash equivalents | (31,866) | 10,531 |
Cash and cash equivalents, beginning of period | 47,865 | 9,751 |
Cash and cash equivalents, end of period | 15,999 | 20,282 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 825 | 12,979 |
Cash paid for income taxes | $ 4,457 | $ 2,703 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
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, which include litigation support services, administrative support services , medical record retrieval services and document management 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 57 acquisitions. As of March 31, 2016, ExamWorks, Inc. operated out of 71 service centers serving all 50 United States, Canada, the United Kingdom and Australia. The consolidated financial statements of the Company as of March 31, 2016 and for the periods ended March 31, 2015 and 2016 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, 2015 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, 2015, (the “Form 10-K”), but does not include all disclosures required by U.S. GAAP. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Form 10-K. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The consolidated financial statements include the accounts of ExamWorks and its 100% owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
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 purchase price allocations, useful lives of intangible assets, potential impairment of goodwill and intangible assets, the allowance for doubtful accounts, the portion of accounts receivable deemed to be long term in nature, the valuation of deferred tax assets, the valuation of equity and 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)). (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, 2015 and March 31, 2016. (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 $12.2 million and $12.5 million as of December 31, 2015 and March 31, 2016, respectively. Generally, no collateral is received from customers and additions to the allowance are based on ongoing credit evaluations of customers with general credit experience being within the range of management’s expectations. Accounts are reviewed regularly for collectability and those deemed uncollectible are written off. The Company assumes, that on average, all accounts receivable will be collected within one year and thus classifies these as current assets; however there are certain receivables, principally in the U.K., that have aged longer than one year as of December 31, 2015 and March 31, 2016, and the Company has recorded an estimate for those receivables that will not be collected within one year as long-term in the consolidated balance sheets. (e) Concentrations of Credit Risk The Company routinely assesses the financial strength of its customers and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. For the three months ended March 31, 2015 and 2016, no individual customer accounted for more than 10% of revenues. At December 31, 2015 and March 31, 2016, there was an individual customer that accounted for approximately 14% and 13%, respectively, of the accounts receivable balance. As of March 31, 2016, the Company had cash and cash equivalents totaling approximately $16.0 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $1.6 million was held in the U.S. The U.S. amounts were insured under standard FDIC insurance coverage for deposit accounts up to $250,000, per depositor and account ownership category, at each separately insured depository institution. (f) Property, Equipment and Leasehold Improvements Property, equipment and leasehold improvements are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets and accelerated methods for income tax purposes. Leasehold improvements are amortized over the lesser of their expected useful life or the remaining lease term. Maintenance and repair costs are expensed as incurred. (g) Long-Lived Assets In accordance with Impairment or Disposal of Long-Lived Assets, Subsections of Financial Accounting Standards Board (“FASB”) ASC Subtopic 360-10 (“ASC 360”), Property, Plant, and Equipment — Overall (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 2015, 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 existed as of March 31, 2016. The goodwill impairment review will continue to be performed annually or more frequently if facts and circumstances warrant a review. ASC 350 also requires that intangible assets with definite lives be amortized over their estimated useful lives. Currently, customer relationships, trade names, covenants not-to-compete and technology are amortized using the straight-line method over estimated useful lives. (i) Deferred Financing Costs In November 2010, the Company entered into a senior secured revolving credit facility with Bank of America N.A. (“Senior Secured Revolving Credit Facility”) (see Note 10). The Company has incurred deferred financing costs of $8.5 million associated with the Senior Secured Revolving Credit Facility and related amendments and restatements, none of which were incurred in the three months ended March 31, 2015 and 2016. In the second quarter of 2015, the Company amended and restated the Senior Secured Revolving Credit Facility in connection with the offering of the Notes as defined in Note 10, pursuant to an amended and restated credit agreement (the “Amended and Restated 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 accordance with ASC Topic 470, Debt The deferred financing costs associated with the Senior Secured Revolving Credit Facility are being amortized to interest expense over the five-year term of the facility, using the straight-line method, which approximates the effective interest method. The Company amortized $361,000 and $148,000 for the three months ended March 31, 2015 and 2016, 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, document management 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, 2015 and March 31, 2016, the Company had $2.7 million and $2.5 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 months ended March 31, 2015 and 2016 (amounts in thousands): Three months ended March 31, 2015 2016 Net income $ 2,024 $ 3,260 Basic shares outstanding: Common stock 40,418 40,805 Diluted shares outstanding: Common stock 40,418 40,805 Dilutive securities (1) 2,262 1,557 Total 42,680 42,362 (1) For the three months ended March 31, 2015 and 2016, the Company's dilutive securities excluded options potentially exercisable in the future into 32,000 shares and 86,000 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 as 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. In the three months ended March 31, 2016, the Company issued no stock option awards to employees. Share-based compensation expense related to stock option awards was $1.9 million and $1.2 million for the three months ended March 31, 2015 and 2016, respectively, of which $469,000 and $307,000, respectively, was included in costs of revenues, and $1.4 million and $921,000, respectively, was recorded in selling, general and administrative (“SGA”) expenses. At March 31, 2016, the unrecognized compensation expense related to stock option awards was $3.4 million, with a remaining weighted average life of 1.2 years. A summary of option activity for the three months ended March 31, 2016 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, 2015 3,766,868 $ 13.28 Options granted — — Options forfeited (46,346 ) 33.13 Options exercised (74,121 ) 9.99 Outstanding at March 31, 2016 3,646,401 $ 13.10 Exercisable at March 31, 2016 3,377,368 $ 11.51 5.1 $ 61,718 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 $860,000 during the three months ended March 31, 2016. 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 $4.1 million and $4.2 million for the three months ended March 31, 2015 and 2016, respectively, all of which is included in SGA expenses. The following is a summary of restricted share and RSU activity for the three months ended March 31, 2016: Number of awards Weighted average grant date fair value Non-vested awards at December 31, 2015 1,315,522 $ 34.30 Awards granted 685,280 27.68 Awards vested (238,094 ) 24.28 Awards forfeited (130,237 ) 35.96 Non-vested awards at March 31, 2016 1,632,471 $ 32.85 The total fair value of vested RSUs and shares of restricted stock during the three months ended March 31, 2015 and 2016 was $3.2 million and $5.8 million, respectively. At March 31, 2016, total unrecognized compensation costs related to non-vested restricted shares and RSUs was $41.4 million, which is expected to be recognized over a weighted average period of 2.2 years. During the three months ended March 31, 2015 the Company recorded share-based compensation expense of $130,000 related to an annual incentive compensation plan established by the Compensation Committee of the Board of Directors, all of which was recorded in SGA expenses. No such share-based compensation expense was recorded for the three months ended March 31, 2016, as all amounts paid under the incentive compensation plan for the year ended December 31, 2016 will be settled in cash. (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, 2015 and March 31, 2016, and are as follows (in thousands): Level 1 Level 2 Level 3 Total As of December 31, 2015 Financial instruments: Foreign currency derivative asset $ — $ 848 $ — $ 848 Foreign currency derivative liability — (1,215 ) — (1,215 ) As of March 31, 2016 Financial instruments: Contingent consideration $ — $ — $ (7,635 ) $ (7,635 ) Foreign currency derivative liability — (2,122 ) — (2,122 ) The contingent consideration relates to earnout provisions recorded in conjunction with a 2016 acquisition (see Note 3). 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, 2015 $ (33,716 ) $ 7,713 $ (26,003 ) Change during 2016: Before-tax amount 818 (107 ) 711 Tax (expense) benefit 484 42 526 Total activity in 2016 1,302 (65 ) 1,237 Balance at March 31, 2016 $ (32,414 ) $ 7,648 $ (24,766 ) (q) Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements 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 “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” The Company adopted the provisions of these amendments in January of 2016. As a result, approximately $6.9 million and $6.6 million of debt issuance costs related to the Company’s $500.0 million 5.625% Senior Unsecured Notes Payable due April 2023 (the "Notes") were reclassified from deferred financing costs to Notes payable in the accompanying consolidated balance sheets as of December 31, 2015 and March 31, 2016, respectively. The Company elected to continue presenting the deferred financing costs associated with its Senior Secured Revolving Credit Facility as deferred financing costs, net in the accompanying consolidated balance sheets. In September 2015, the FASB issued ASU No. 2015-16, “ Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments In November 2015, the FASB issued ASU No. 2015-17, “ Balance Sheet Classification of Deferred Taxes 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 January 2016, the FASB issued ASU 2016-01, “Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” In March 2016, the FASB issued ASU 2016-06, “ Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments” In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ” In March 2016, the FASB issued ASU 2016-09, “Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” There were various other accounting standards and interpretations issued during 2015 and 2016 the Company has not yet been required to adopt, none of which are expected to have a material impact on its financial position, results of operations and cash flows. |
Note 3 - Acquisitions
Note 3 - Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | (3) Acquisitions ExamWorks operates in a highly fragmented industry and has completed 57 acquisitions since July 14, 2008 through the date of this filing. 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 balance sheets. 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 ) 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 $75.7 million, composed of $76.8 million cash consideration less cash acquired of $1.1 million. In conjunction with the 2015 acquisitions, the Company incurred aggregate transaction costs of $882,000, of which $35,000 was incurred in the three months ended March 31, 2015. The Company did not incur any costs associated with the indicated acquisitions in the first quarter of 2016. 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 First Choice (United States) Substantially all of the assets and assumed certain liabilities October 30, 2015 Argent (United Kingdom) Substantially all of the assets and assumed certain liabilities November 23, 2015 The preliminary allocation of consideration for these acquisitions is summarized as follows (in thousands): Preliminary purchase price allocation December 31, 2015 Adjustments/ reclassifications Preliminary purchase price allocation March 31 , 2016 Equipment and leasehold improvements $ 1,513 $ — $ 1,513 Customer relationships 28,530 — 28,530 Tradenames 1,965 — 1,965 Covenants not to compete 182 — 182 Goodwill 24,296 489 24,785 Net deferred tax liability associated with step-up in book basis (18 ) — (18 ) Assets acquired and liabilities assumed, net 18,931 (218 ) 18,713 Totals $ 75,399 $ 271 $ 75,670 In 2016, the Company recorded adjustments to working capital resulting in an increase in total consideration paid of $271,000. Goodwill of $24.6 million and other intangible assets of $30.4 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. (b) 2016 Acquisitions In 2016, the Company completed the following individually insignificant acquisitions, as defined in SEC Regulation S-X Rule 3-05, with an aggregate purchase price of $99.6 million, composed of $92.0 million cash consideration and $7.6 million of contingent consideration. In conjunction with the 2016 acquisitions, the Company incurred aggregate transaction costs of $446,000, of which $82,000 were incurred in the three months ended March 31, 2016. The Company did not incur any costs associated with the acquisitions in the first quarter 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 ABI (United States) 100% of the outstanding common stock January 8, 2016 Advanced Medical Reviews (United States) 100% of the outstanding common stock January 19, 2016 The preliminary allocation of consideration for these acquisitions is summarized as follows (in thousands): Preliminary purchase price allocation March 31 , 201 6 Equipment and leasehold improvements $ 1,044 Customer relationships 32,201 Tradename 6,900 Goodwill 70,378 Net deferred tax liability associated with step-up in book basis (15,104 ) Assets acquired and liabilities assumed, net 4,219 Total $ 99,638 None of the goodwill or other intangibles are currently 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 2016 acquisitions contributed $13.0 million in revenues and $231,000 in operating losses for the three months ended March 31, 2016. (c) Pro forma Financial Information The following unaudited pro forma results of operations for the three months ended March 31, 2015 and 2016 assumes that the 2015 acquisitions were completed on January 1, 2014 and the 2016 acquisitions were completed on January 1, 2015. For the three months ended March 31, 2015 and 2016, the pro forma results include adjustments to reflect interest and other expenses of $2.3 million and $128,000, respectively, associated with the funding of the acquisitions assuming that acquisition related debt was incurred as 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 $5.1 million and $315,000 for the three months ended March 31, 2015 and 2016, respectively. Finally, adjustments of $948,000 and $1.2 million were made to reduce SGA expenses for the three months ended March 31, 2015 and 2016, respectively, principally related to certain salary and other personal expenses attributable to the previous owners and employees of the acquired businesses. These adjustments represent contractual reductions and are considered to be non-recurring and are not expected to have a continuing impact on the operations of the Company. Three months ended March 31 , 2015 2016 (In thousands, except per share data) Pro forma revenues $ 224,914 $ 228,389 Pro forma net income 139 3,812 Pro forma income per share: Basic $ 0.00 $ 0.09 Pro forma income per share: Diluted $ 0.00 $ 0.09 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 | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | (4) Property, Equipment and Leasehold Improvements Property, equipment and leasehold improvements at December 31, 2015 and March 31, 2016, consist of the following (in thousands): Estimated useful lives December 31, March 31 , (years) 2015 2016 Building 15 $ 3,669 $ 3,701 Computer and office equipment 3 23,162 24,982 Furniture and fixtures 3 to 5 5,051 5,461 Leasehold improvements Lease term 6,272 7,695 38,154 41,839 Less accumulated depreciation and amortization 18,009 19,575 Totals $ 20,145 $ 22,264 Depreciation expense was $1.7 million and $1.9 million for the three months ended March 31, 2015 and 2016, respectively. |
Note 5 - Goodwill and Intangibl
Note 5 - Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | (5) Goodwill and Intangible Assets Goodwill by segment at December 31, 2015 and March 31, 2016 consists of the following (in thousands) (1): United United States Canada Kingdom Australia Total Balance at December 31, 2015 $ 412,502 $ 15,364 $ 49,428 $ 31,003 $ 508,297 Goodwill acquired during the year 70,378 — — — 70,378 Adjustments to prior year acquisitions 738 2 (251 ) — 489 Effect of foreign currency translation — 1,435 (1,531 ) 2,311 2,215 Balance at March 31, 2016 $ 483,618 $ 16,801 $ 47,646 $ 33,314 $ 581,379 (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, 2015 and March 31, 2016, consist of the following (in thousands): December 31, 2015 Estimated useful lives (months) Gross carrying amount Accumulated amortization Net carrying value Amortizable intangible assets: Customer relationships 40 to 60 $ 263,293 $ (199,266 ) $ 64,027 Tradenames 45 to 84 68,172 (52,354 ) 15,818 Covenants not to compete 36 10,254 (6,047 ) 4,207 Technology 24 to 40 9,014 (8,393 ) 621 Totals $ 350,733 $ (266,060 ) $ 84,673 March 31, 2016 Estimated useful lives (months) Gross carrying amount Accumulated amortization Net carrying value Amortizable intangible assets: Customer relationships 40 to 60 $ 296,657 $ (212,493 ) $ 84,164 Tradenames 45 to 84 75,323 (54,651 ) 20,672 Covenants not to compete 36 10,729 (6,605 ) 4,124 Technology 24 to 40 8,973 (8,524 ) 449 Totals $ 391,682 $ (282,273 ) $ 109,409 The aggregate intangible amortization expense was $13.1 million and $14.7 million for the three months ended March 31, 2015 and 2016, respectively. The estimated future amortization expense of intangible assets is as follows (in thousands): Amount Nine months ended December 31, 2016 $ 37,682 Years ended December 31: 2017 40,480 2018 21,131 2019 10,062 2020 54 Total $ 109,409 |
Note 6 - Accrued Expenses
Note 6 - Accrued Expenses | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | (6) Accrued Expenses Accrued expenses at December 31, 2015 and March 31, 2016 consist of the following (in thousands): December 31, 2015 March 31 , 2016 Accrued compensation and benefits $ 13,266 $ 12,020 Accrued selling and professional fees 5,457 5,143 Accrued income, value added and other taxes 30,774 28,827 Accrued medical panel fees 7,598 6,239 Other accrued expenses 3,653 3,032 Totals $ 60,748 $ 55,261 |
Note 7 - Stockholders' Equity
Note 7 - Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | (7) Stockholders’ Equity During the three months ended March 31, 2016, the Company issued approximately 74,000 shares of common stock to settle options exercised during the period. During the three months ended March 31, 2016, the Company issued approximately 67,000 shares of restricted stock with a fair value of $1.7 million to certain officers and employees for services to be provided during the next three years. The Company is recording the expenses related to these awards in SGA expenses over the requisite service period. During the three months ended March 31, 2016, the Company issued approximately 98,000 shares of common stock to settle restricted stock units whose restrictions were lifted during the period. Repurchased shares of the Company’s common stock are held as treasury shares until they are reissued or retired. When the Company reissues treasury stock, if the value of the transaction is greater than the average price paid to acquire the shares, an increase in additional paid-in capital is recorded. Conversely, if the value of the transaction is less than the average price paid to acquire the shares, a decrease is recorded to additional paid-in capital to the extent of increases previously recorded for similar transactions, and a decrease is recorded in retained earnings for any remaining amount. During the three months ended March 31, 2016, the Company repurchased approximately 310,000 shares of common stock under the share repurchase program. These shares were repurchased at an average cost of $25.85 per share for a total cost of $8.0 million. As of March 31, 2016, the Company has approximately 2.0 million shares of common stock held as treasury shares with an average value of $18.74 per share, and the ability to repurchase an additional $35.9 million in shares of its common stock. |
Note 8 - Related Party Transact
Note 8 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | (8) Related Party Transactions The previous and existing revolving credit facilities contain 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 $118,000 and $176,000 in fees, respectively, pertaining to acquisition-related work performed during the three months ended March 31, 2015 and 2016, 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 of RedRidge. P&P, Mr. Perlman and Mr. Price had historically waived any right P&P had to any portion of the diligence fees paid by the Company to RedRidge. This waiver terminated as of August 1, 2013. |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
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 2016 through 2023. Future minimum lease payments under the operating leases for the nine months ended December 31, 2016 and each of the years subsequent to December 31, 2016 are as follows (in thousands): Amount Nine months ended December 31, 2016 $ 11,780 Years ended December 31: 2017 14,162 2018 11,771 2019 8,185 2020 5,134 Thereafter 3,874 Total $ 54,906 Related rent expense was $4.2 million and $5.1 million for the three months ended March 31, 2015 and 2016, respectively. (b) Employee Benefit Plans The Company and certain of its subsidiaries each sponsor separate voluntary defined contribution pension plans. The plans cover employees that meet specific age and length of service requirements. The Company and certain of its subsidiaries have various matching and vesting arrangements within their individual plans. For the three months ended March 31, 2015 and 2016, the Company recorded $370,000 and $238,000, respectively, in compensation expense related to these plans. |
Note 10 - Long-term Debt
Note 10 - Long-term Debt | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | (10) Long-Term Debt Long-term debt at December 31, 2015 and March 31, 2016 consists of the following (in thousands): December 31, March 31 , 2015 2016 Notes Payable (a) $ 500,000 $ 500,000 Deferred financing costs related to Notes Payable (a) (6,874 ) (6,641 ) Senior Secured Revolving Credit Facility, Bank of America, N.A. (b) — 50,000 Working capital facilities, Barclays (c) 35,243 32,578 Totals $ 528,369 $ 575,937 (a) 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 of the Company’s outstanding borrowings under the Senior Secured Revolving Credit Facility, to redeem all of the Company’s prior $250.0 million, 9.0% senior notes due 2019 the (“Senior Unsecured Notes”), to pay related fees and expenses, and for general corporate purposes, including acquisitions. The Company incurred deferred financing costs of $7.5 million related to this offering, none of which were incurred in the three months ended March 31, 2015 or 2016. These costs are amortized on a straight-line basis over the 8-year life of the Notes which approximates the effective interest method. Additionally, the Company amortized deferred financing costs of approximately $226,000 in the three months ended March 31, 2015 related to previous Senior Unsecured Notes which were extinguished in April 2015. 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 date of issuance 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. On May 6, 2011, the Company increased and fully exercised the accordion features of the Senior Secured Revolving Credit Facility. The increase and exercise of the accordion feature increased the committed capacity of the credit facility by $55.0 million, from a total of $245.0 million to a total of $300.0 million. On July 7, 2011, the Company entered into a second amendment to its Senior Secured Revolving Credit Facility (the “Second Amendment”) which became effective simultaneously with the consummation of the Company’s private offering of the Senior Unsecured Notes. The Second Amendment amended the Senior Secured Revolving Credit Facility to, among other things, (i) extend the maturity date of the Senior Secured Revolving Credit Facility from November 2013 to July 2016; (ii) permit the issuance and sale of the Senior Unsecured Notes; (iii) replace the consolidated senior leverage ratio with a consolidated senior secured leverage ratio while permitting the maximum consolidated senior secured leverage ratio to be 3.00 to 1; (iv) permit the Company’s maximum consolidated leverage ratio to increase from 3.5 to 1 to 4.75 to 1; (v) reduce the borrowing cost; and (vi) allow the Company to complete acquisitions with a purchase price of up to $75.0 million (previously $50.0 million) without prior lender consent. The Second Amendment also reduced the aggregate revolving commitments under the Senior Secured Revolving Credit Facility by $37.5 million for a maximum commitment of $262.5 million, subject to the Company’s right to increase the aggregate revolving commitments by $37.5 million for a maximum commitment of $300.0 million, so long as the Company is not in default and the Company satisfies certain other customary conditions. On February 27, 2012, the Company entered into a third amendment to its Senior Secured Revolving Credit Facility (the “Third Amendment”). The Third Amendment amended the Senior Secured Revolving Credit Facility as to the definitions of consolidated fixed charges and consolidated fixed charge coverage ratio and does not permit the consolidated fixed charge coverage ratio as of the end of any fiscal quarter to be less than (i) for any fiscal quarter ending during the period from December 31, 2011 to and including September 30, 2012, 1.75 to 1.00 and (ii) for any fiscal quarter ending thereafter, 2.00 to 1.00. On August 27, 2012, the Company entered into a fourth amendment to its Senior Secured Revolving Credit Facility (the “Fourth Amendment”). The Fourth Amendment amended the Senior Secured Revolving Credit Facility to add the Australian dollar as an alternative currency and increased the alternative currency sublimit from USD $60.0 million to USD $100.0 million. On June 27, 2013, the Company entered into a fifth amendment to its Senior Secured Revolving Credit Facility (the “Fifth Amendment”). Among other changes, the Fifth Amendment modified the Credit Agreement to permit an implementation of an auto-borrow agreement between the swing line lender and the Company to facilitate cash management, incorporated new provisions related to swap regulations and updated various provisions related to the LIBOR rate, Foreign Account Tax Compliance Act and the International Financial Reporting Standards. On February 3, 2014, the Company entered into a sixth amendment to its Senior Secured Revolving Credit Facility (the “Sixth Amendment”). The Sixth Amendment (i) allowed the Company to consummate the acquisition of Gould & Lamb, and (ii) allows the Company to acquire a target (a) with negative trailing twelve month adjusted EBITDA (as defined in the senior secured revolving credit facility) if the purchase price of such acquisition is less than $5.0 million, (b) with trailing twelve month adjusted EBITDA (as defined in the senior secured revolving credit facility) of less than or equal to $3.0 million without delivering to the lenders a quality of earnings report regarding such target and (c) without delivering pro forma projections of the Company to the lenders if the purchase price of such acquisition is less than $75.0 million, in each case, without prior lender consent. On April 16, 2015, the Company entered into the Amended and Restated Credit Facility. 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 Amended and Restated Credit Facility was extended for five years from the date of the amendment to April 2020. Borrowings under the Amended and Restated 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 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated Credit Facility (“First Amendment”). The First Amendment amended the definition of “Change of Control” in the Amended and Restated Credit Facility. As of March 31, 2016, the Company had $50.0 million outstanding under the Amended and Restated Credit Facility, resulting in $250.0 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 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 and to amend the discount margin to 2.05% over Base Rate (0.5% rate on March 31, 2016). The working capital facility operates on a co-terminus and cross-default basis with other facilities provided by Barclays and with the Amended and Restated Credit Facility. As of March 31, 2016, UKIM had $6.0 million outstanding under the working capital facility, resulting in approximately $1.2 million in availability. On May 12, 2011, the Company’s indirect 100% owned subsidiary Premex Group Limited (“Premex”) entered into a Sales Finance Agreement (the “Premex SFA”) with Barclays, pursuant to which Barclays provides Premex a working capital facility of up to £26,500,000, subject to the terms and conditions of the Premex SFA. The working capital facility bore a discount margin of 2.4% over Base Rate and served 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 and to amend the discount margin to 2.05% over Base Rate (0.5% at March 31, 2016). The working capital facility operates on a co-terminus and cross-default basis with other facilities provided by Barclays and with the Amended and Restated Credit Facility. As of March 31, 2016, Premex had $26.6 million outstanding under the working capital facility, resulting in approximately $11.5 million in availability. As of March 31, 2016, future maturities of long-term debt were as follows (in thousands): Amount Nine months ended December 31, 2016 $ — Years ended December 31: 2017 — 2018 32,578 2019 — 2020 50,000 Thereafter 500,000 Total $ 582,578 |
Note 11 - Financial Instruments
Note 11 - Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
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. During the fourth quarter of 2015, the Company entered into a foreign exchange agreement to hedge an additional £35.0 million related to its investment in the U.K. concurrent with funding of the acquisition of Argent. As of December 31, 2015, the Company had a net liability of $367,000, with $1.2 million recorded in other current liabilities and $848,000 recorded in other current assets with the offsetting net unrealized loss being recorded in accumulated other comprehensive income (loss) in its consolidated balance sheets associated with open forward foreign currency contracts which matured in January of 2016. As of March 31, 2016, the Company had a net liability of $2.1 million recorded in other current liabilities with the offsetting net unrealized loss being recorded in accumulated other comprehensive income (loss) in its consolidated balance sheets associated with open forward foreign currency contracts which matured in April 2016. The Company does not enter into derivative transactions for speculative purposes. |
Note 12 - Income Taxes
Note 12 - Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | (12) Income Taxes In preparing its consolidated financial statements, the Company estimates income taxes in each of the jurisdictions in which it operates. This process involves estimating actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and financial reporting purposes. These differences result in deferred income tax assets and liabilities. Additionally, the Company currently has significant deferred tax assets and other deductible temporary differences including basis differences between intangible assets. The Company does not provide a valuation allowance against its deferred tax assets as the Company believes that it is more likely than not that all of the deferred tax assets will be realized based on available evidence including scheduled reversal of deferred tax liabilities, projected future taxable income and other tax planning considerations. The Company applies the provisions of ASC 740 as it relates to uncertain tax positions. This interpretation prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. ASC 740 states that a tax benefit from an uncertain tax position may be recognized only if it is “more likely than not” that the position is sustainable, based on its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority having full knowledge of all relevant information. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. The following table summarizes the activity related to the unrecognized tax benefits for the three months ended March 31, 2016, (in thousands): Balance at January 1, 2016 $ 1,924 Increase to prior year tax positions 95 Increase to current year tax positions 445 Expiration of the statute of limitations for the assessment of taxes — Decrease related to settlements — Balance at March 31, 2016 $ 2,464 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 experiences audits from various tax authorities. The Company remains subject to possible 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 controlled foreign corporation 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 | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
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, medical record retrieval, document management and other related services) is as follows (in thousands): Revenues For the three months ended March 31 , 2015 2016 IME and other related services (1) $ 167,345 $ 182,997 Peer and bill reviews, Medicare compliance, case management, medical record retrieval and document management services (1) 28,971 43,506 Total revenues $ 196,316 $ 226,503 (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 2014 and Ability Services Network and MedAllocators in June 2014, Medicare compliance services and case management services have been added to the presentation above. Additionally, with the acquisition of ABI in January 2016, medical record retrieval and document management services have been added to the presentation above. None of the individual services within the peer and bill reviews, Medicare compliance, case management, medical record retrieval and document management services categories above represent more than 10% of consolidated revenues. Information relating to the Company’s geographic segments is as follows (in thousands)(1): United United States Canada Kingdom Australia Total Three months ended March 31, 2015 Revenues $ 121,718 $ 7,949 $ 47,444 $ 19,205 $ 196,316 Segment profit 19,522 634 7,699 4,097 31,952 Depreciation and amortization expense 9,411 582 2,383 2,472 14,848 Capital expenditures (1,670 ) (114 ) (189 ) (256 ) (2,229 ) Total assets (3) 598,165 22,343 236,186 83,228 939,922 Long-lived assets (2)(3) 471,040 15,613 92,703 68,227 647,583 Three months ended March 31, 2016 Revenues $ 149,440 $ 9,454 $ 47,933 $ 19,676 $ 226,503 Segment profit 22,905 968 9,779 3,832 37,484 Depreciation and amortization expense 10,752 56 3,539 2,289 16,636 Capital expenditures (1,178 ) (27 ) (178 ) (1,354 ) (2,737 ) Total assets (3) 702,747 29,341 295,222 86,450 1,113,760 Long-lived assets (2)(3) 570,681 17,515 133,337 63,192 784,725 (1) For segment purposes, the Company defines “segment profit” as earnings before interest expenses, income taxes, depreciation and amortization, share-based compensation expenses, acquisition related transaction costs and other expenses. A consolidated reconciliation from segment profit to income from operations is included below. (2) Long-lived assets are noncurrent assets excluding deferred tax assets and deferred financing costs. (3) Total assets and long-lived assets include goodwill. Goodwill recorded in connection with certain tax benefits to be realized in the Company’s U.S. income tax returns has been reflected in the United States segment. A reconciliation of segment profit to consolidated income from operations is as follows (in thousands): For the three months ended March 3 1 , 2015 2016 Segment Profit $ 31,952 $ 37,484 Depreciation and amortization (14,848 ) (16,636 ) Share-based compensation expense (6,136 ) (5,419 ) Acquisition related transaction costs (559 ) (1,058 ) Other income (expenses) 731 (969 ) Income from operations $ 11,140 $ 13,402 |
Note 14 - Condensed Consolidati
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
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 certain 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, 2015 and March 31, 2016, and for the three months ended March 31, 2015 and 2016 is presented below. The Company (issuer of the Senior Unsecured Notes, and subsequently the Notes in April of 2015) was formed in June 2010 to implement a holding company organizational structure. As a result, all operating activities are conducted through the Company’s 100% owned subsidiaries. Condensed Consolidating Statement of Operations for the three months ended March 31 , 201 5 (In thousands) Guarantor Subsidiaries Non- Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 121,718 $ 74,598 $ — $ — $ 196,316 Costs and expenses: Costs of revenues 82,334 45,842 — — 128,176 Selling, general and administrative expenses 23,014 19,138 — — 42,152 Depreciation and amortization 9,411 5,437 — — 14,848 Total costs and expenses 114,759 70,417 — — 185,176 Income from operations 6,959 4,181 — — 11,140 Interest and other expenses, net 6,409 1,595 — — 8,004 Loss before income taxes 550 2,586 — — 3,136 Provision (benefit) for income taxes (594 ) 1,706 — — 1,112 Net loss before earnings of consolidated subsidiaries $ 1,144 $ 880 $ — $ — $ 2,024 Net income (loss) of consolidated subsidiaries 880 — 880 (1,760 ) — Net income (loss) $ 2,024 $ 880 $ 880 $ (1,760 ) $ 2,024 Condensed Consolidating Statement of Operations for the three months ended March 31, 2016 (In thousands) Guarantor Subsidiaries Non- Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 149,439 $ 77,064 $ — $ — $ 226,503 Costs and expenses: Costs of revenues 102,001 47,125 — — 149,126 Selling, general and administrative expenses 27,807 19,532 — — 47,339 Depreciation and amortization 10,753 5,883 — — 16,636 Total costs and expenses 140,561 72,540 — — 213,101 Income from operations 8,878 4,524 — — 13,402 Interest and other expenses, net 7,074 1,325 — — 8,399 Income before income taxes 1,804 3,199 — — 5,003 Provision for income taxes 492 1,251 — — 1,743 Net income before earnings of consolidated subsidiaries $ 1,312 $ 1,948 $ — $ — $ 3,260 Net income (loss) of consolidated subsidiaries 1,948 — 1,948 (3,896 ) — Net income (loss) $ 3,260 $ 1,948 $ 1,948 $ (3,896 ) $ 3,260 Condensed Consolidating Balance Sheet as of December 31, 201 5 (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 $ 33,011 $ 14,854 $ — $ — $ 47,865 Accounts receivable, net 68,896 176,553 — — 245,449 Intercompany receivable 57,394 — 6,245 (63,639 ) — Prepaid expenses 10,398 6,411 — — 16,809 Other current assets 848 1,110 — — 1,958 Total current assets 170,547 198,928 6,245 (63,639 ) 312,081 Property, equipment and leasehold improvements, net 12,695 7,450 — — 20,145 Investment in subsidiaries 280,114 — 800,743 (1,080,857 ) — Intercompany notes receivable 174,421 — 174,421 (348,842 ) — Goodwill 398,045 110,252 — — 508,297 Intangible assets, net 46,423 38,250 — — 84,673 Long-term accounts receivable, less current portion — 62,717 — — 62,717 Deferred tax assets, noncurrent 47,363 3,042 — — 50,405 Deferred financing costs, net 2,416 104 — — 2,520 Other assets 725 3,244 — — 3,969 Total assets $ 1,132,749 $ 423,987 $ 981,409 $ (1,493,338 ) $ 1,044,807 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 24,072 $ 36,527 $ — $ — $ 60,599 Intercompany payable 6,245 57,394 — (63,639 ) — Accrued expenses 13,150 47,598 — — 60,748 Accrued interest expense — — 6,245 — 6,245 Deferred revenue 138 3,546 — — 3,684 Other current liabilities 3,383 5,673 — — 9,056 Total current liabilities 46,988 150,738 6,245 (63,639 ) 140,332 Senior unsecured notes payable — — 493,126 — 493,126 Senior secured revolving credit facility and working capital facilities, less current portion — 35,243 — — 35,243 Intercompany notes payable 174,421 174,421 — (348,842 ) — Deferred tax liability, noncurrent — 3,333 — — 3,333 Other long-term liabilities 2,950 9,788 — — 12,738 Total liabilities 224,359 373,523 499,371 (412,481 ) 684,772 Commitments and contingencies Stockholders’ equity (deficit) 908,390 50,464 482,038 (1,080,857 ) 360,035 Total liabilities and stockholders' equity (deficit) $ 1,132,749 $ 423,987 $ 981,409 $ (1,493,338 ) $ 1,044,807 Condensed Consolidating Balance Sheet as of March 31, 2016 (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 $ 1,554 $ 14,445 $ — $ — $ 15,999 Accounts receivable, net 77,277 171,785 — — 249,062 Intercompany receivable 61,586 — 13,414 (75,000 ) — Prepaid expenses 8,083 11,831 — — 19,914 Other current assets — 1,078 — — 1,078 Total current assets 148,500 199,139 13,414 (75,000 ) 286,053 Property, equipment and leasehold improvements, net 13,877 8,387 — — 22,264 Investment in subsidiaries 282,062 — 895,039 (1,177,101 ) — Intercompany notes receivable 174,413 — 174,413 (348,826 ) — Goodwill 469,161 112,218 — — 581,379 Intangible assets, net 76,555 32,854 — — 109,409 Long-term accounts receivable, less current portion — 67,495 — — 67,495 Deferred tax assets, noncurrent 37,467 3,129 — — 40,596 Deferred financing costs, net 2,296 90 — — 2,386 Other assets 885 3,293 — — 4,178 Total assets $ 1,205,216 $ 426,605 $ 1,082,866 $ (1,600,927 ) $ 1,113,760 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 29,192 $ 36,756 $ — $ — $ 65,948 Intercompany payable 13,414 61,586 — (75,000 ) — Accrued expenses 11,967 43,294 — — 55,261 Accrued interest expense — — 13,414 — 13,414 Deferred revenue 222 3,276 — — 3,498 Current portion of contingent earnout obligation 2,556 — — — 2,556 Other current liabilities 4,432 2,850 — — 7,282 Total current liabilities 61,783 147,762 13,414 (75,000 ) 147,959 Senior unsecured notes payable — — 493,359 — 493,359 Senior secured revolving credit facility and working capital facilities, less current portion — 32,578 50,000 — 82,578 Intercompany notes payable 174,413 174,413 — (348,826 ) — Long-term contingent earnout obligation, less current portion 5,079 — — — 5,079 Deferred tax liability, noncurrent — 3,250 — — 3,250 Other long-term liabilities 3,232 10,993 — — 14,225 Total liabilities 244,507 368,996 556,773 (423,826 ) 746,450 Commitments and contingencies Stockholders’ equity (deficit) 960,709 57,609 526,093 (1,177,101 ) 367,310 Total liabilities and stockholders' equity (deficit) $ 1,205,216 $ 426,605 $ 1,082,866 $ (1,600,927 ) $ 1,113,760 Condensed Consolidating Statement of Cash Flows for the three months ended March 31 , 201 5 (In thousands) Guarantor Subsidiaries Non- Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Net cash provided by operating activities $ 2,226 $ 3,938 $ — $ — $ 6,164 Investing activities: Cash paid for acquisitions, net (2,299 ) — — — (2,299 ) Purchases of building, equipment and leasehold improvements, net (1,670 ) (559 ) — — (2,229 ) Working capital and other settlements for acquisitions (91 ) — — — (91 ) Proceeds from foreign currency net investment hedges 4,812 — — — 4,812 Other (1,250 ) — — — (1,250 ) Net cash used in investing activities (498 ) (559 ) — — (1,057 ) Financing activities: Borrowings under senior secured revolving credit facility — — 25,478 — 25,478 Proceeds from the exercise of options and warrants — — 8,855 — 8,855 Excess tax benefit related to share-based compensation — — 2,086 — 2,086 Net repayments under working capital facilities — (132 ) — — (132 ) Repayment of contingent earnout obligation — (1,023 ) — — (1,023 ) Repayment under senior secured revolving credit facility — — (29,331 ) — (29,331 ) Intercompany notes and investments and other 7,088 — (7,088 ) — — Net cash provided by (used in) financing activities 7,088 (1,155 ) — — 5,933 Exchange rate impact on cash and cash equivalents — (509 ) — — (509 ) Net increase in cash and cash equivalents 8,816 1,715 — — 10,531 Cash and cash equivalents, beginning of period 388 9,363 — — 9,751 Cash and cash equivalents, end of period $ 9,204 $ 11,078 $ — $ — $ 20,282 Condensed Consolidating Statement of Cash Flows for the three months ended March 31 , 201 6 (In thousands) Guarantor Subsidiaries Non- Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Net cash provided by operating activities $ 13,500 $ 2,266 $ — $ — $ 15,766 Investing activities: Cash paid for acquisitions, net (92,348 ) — — — (92,348 ) Purchases of building, equipment and leasehold improvements, net (1,179 ) (1,558 ) — — (2,737 ) Working capital and other settlements for acquisitions (271 ) — — — (271 ) Proceeds from foreign currency net investment hedge 1,649 — — — 1,649 Other (150 ) — — — (150 ) Net cash used in investing activities (92,299 ) (1,558 ) — — (93,857 ) Financing activities: Borrowings under senior secured revolving credit facility — — 75,000 — 75,000 Excess tax benefit related to share-based compensation — — 4,766 — 4,766 Proceeds from the exercise of options and warrants — — 582 — 582 Net repayments under working capital facilities — (1,623 ) — — (1,623 ) Purchases of stock for treasury — — (8,006 ) — (8,006 ) Repayment under senior secured revolving credit facility — — (25,000 ) — (25,000 ) Intercompany notes and investments and other 47,342 — (47,342 ) — — Net cash provided by (used in) financing activities 47,342 (1,623 ) — — 45,719 Exchange rate impact on cash and cash equivalents — 506 — — 506 Net decrease in cash and cash equivalents (31,457 ) (409 ) — — (31,866 ) Cash and cash equivalents, beginning of period 33,011 14,854 — — 47,865 Cash and cash equivalents, end of period $ 1,554 $ 14,445 $ — $ — $ 15,999 |
Note 15 - Subsequent Events
Note 15 - Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | (15) Subsequent Events ( a ) Acquisitions On April 5, 2016, the Company completed the acquisition of substantially all of the assets of Prizm LLC and certain of its affiliates, an IME provider based in Marlton, New Jersey, with annual revenues of approximately $10.0 million, strengthening the Company's market position in the IME Industry. ( b ) Merger On April 27, 2016, the Company announced that it had entered into a definitive merger agreement to be acquired by an affiliate of Leonard Green & Partners, L.P., for $35.05 per share in cash, representing a total transaction value of approximately $2.2 billion. The merger is subject to approval by the Company’s stockholders and other customary closing conditions. In accordance with the merger agreement’s “go shop” provision, the Company will conduct a market test for 25 business days concluding June 1, 2016. There are no guarantees that the go shop process will result in a superior proposal. The merger is currently expected to close in the third quarter of 2016. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | (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 purchase price allocations, useful lives of intangible assets, potential impairment of goodwill and intangible assets, the allowance for doubtful accounts, the portion of accounts receivable deemed to be long term in nature, the valuation of deferred tax assets, the valuation of equity and share-based compensation and derivative instruments. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | (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)). |
Cash and Cash Equivalents, Policy [Policy Text Block] | (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, 2015 and March 31, 2016. |
Receivables, Policy [Policy Text Block] | (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 $12.2 million and $12.5 million as of December 31, 2015 and March 31, 2016, respectively. Generally, no collateral is received from customers and additions to the allowance are based on ongoing credit evaluations of customers with general credit experience being within the range of management’s expectations. Accounts are reviewed regularly for collectability and those deemed uncollectible are written off. The Company assumes, that on average, all accounts receivable will be collected within one year and thus classifies these as current assets; however there are certain receivables, principally in the U.K., that have aged longer than one year as of December 31, 2015 and March 31, 2016, 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] | (e) Concentrations of Credit Risk The Company routinely assesses the financial strength of its customers and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. For the three months ended March 31, 2015 and 2016, no individual customer accounted for more than 10% of revenues. At December 31, 2015 and March 31, 2016, there was an individual customer that accounted for approximately 14% and 13%, respectively, of the accounts receivable balance. As of March 31, 2016, the Company had cash and cash equivalents totaling approximately $16.0 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $1.6 million was held in the U.S. The U.S. amounts were insured under standard FDIC insurance coverage for deposit accounts up to $250,000, per depositor and account ownership category, at each separately insured depository institution. |
Property, Plant and Equipment, Policy [Policy Text Block] | (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. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | (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 |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | (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 2015, 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 existed as of March 31, 2016. The goodwill impairment review will continue to be performed annually or more frequently if facts and circumstances warrant a review. ASC 350 also requires that intangible assets with definite lives be amortized over their estimated useful lives. Currently, customer relationships, trade names, covenants not-to-compete and technology are amortized using the straight-line method over estimated useful lives. |
Deferred Charges, Policy [Policy Text Block] | (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 and restatements, none of which were incurred in the three months ended March 31, 2015 and 2016. In the second quarter of 2015, the Company amended and restated the Senior Secured Revolving Credit Facility in connection with the offering of the Notes as defined in Note 10, pursuant to an amended and restated credit agreement (the “Amended and Restated 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 accordance with ASC Topic 470, Debt The deferred financing costs associated with the Senior Secured Revolving Credit Facility are being amortized to interest expense over the five-year term of the facility, using the straight-line method, which approximates the effective interest method. The Company amortized $361,000 and $148,000 for the three months ended March 31, 2015 and 2016, respectively, to interest expense. |
Revenue Recognition, Policy [Policy Text Block] | (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, document management 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, 2015 and March 31, 2016, the Company had $2.7 million and $2.5 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] | (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. |
Income Tax, Policy [Policy Text Block] | (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 |
Earnings Per Share, Policy [Policy Text Block] | (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 months ended March 31, 2015 and 2016 (amounts in thousands): Three months ended March 31, 2015 2016 Net income $ 2,024 $ 3,260 Basic shares outstanding: Common stock 40,418 40,805 Diluted shares outstanding: Common stock 40,418 40,805 Dilutive securities (1) 2,262 1,557 Total 42,680 42,362 (1) For the three months ended March 31, 2015 and 2016, the Company's dilutive securities excluded options potentially exercisable in the future into 32,000 shares and 86,000 shares, respectively, because their inclusion would have been anti-dilutive. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | (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 as 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. In the three months ended March 31, 2016, the Company issued no stock option awards to employees. Share-based compensation expense related to stock option awards was $1.9 million and $1.2 million for the three months ended March 31, 2015 and 2016, respectively, of which $469,000 and $307,000, respectively, was included in costs of revenues, and $1.4 million and $921,000, respectively, was recorded in selling, general and administrative (“SGA”) expenses. At March 31, 2016, the unrecognized compensation expense related to stock option awards was $3.4 million, with a remaining weighted average life of 1.2 years. A summary of option activity for the three months ended March 31, 2016 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, 2015 3,766,868 $ 13.28 Options granted — — Options forfeited (46,346 ) 33.13 Options exercised (74,121 ) 9.99 Outstanding at March 31, 2016 3,646,401 $ 13.10 Exercisable at March 31, 2016 3,377,368 $ 11.51 5.1 $ 61,718 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 $860,000 during the three months ended March 31, 2016. 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 $4.1 million and $4.2 million for the three months ended March 31, 2015 and 2016, respectively, all of which is included in SGA expenses. The following is a summary of restricted share and RSU activity for the three months ended March 31, 2016: Number of awards Weighted average grant date fair value Non-vested awards at December 31, 2015 1,315,522 $ 34.30 Awards granted 685,280 27.68 Awards vested (238,094 ) 24.28 Awards forfeited (130,237 ) 35.96 Non-vested awards at March 31, 2016 1,632,471 $ 32.85 The total fair value of vested RSUs and shares of restricted stock during the three months ended March 31, 2015 and 2016 was $3.2 million and $5.8 million, respectively. At March 31, 2016, total unrecognized compensation costs related to non-vested restricted shares and RSUs was $41.4 million, which is expected to be recognized over a weighted average period of 2.2 years. During the three months ended March 31, 2015 the Company recorded share-based compensation expense of $130,000 related to an annual incentive compensation plan established by the Compensation Committee of the Board of Directors, all of which was recorded in SGA expenses. No such share-based compensation expense was recorded for the three months ended March 31, 2016, as all amounts paid under the incentive compensation plan for the year ended December 31, 2016 will be settled in cash. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | (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, 2015 and March 31, 2016, and are as follows (in thousands): Level 1 Level 2 Level 3 Total As of December 31, 2015 Financial instruments: Foreign currency derivative asset $ — $ 848 $ — $ 848 Foreign currency derivative liability — (1,215 ) — (1,215 ) As of March 31, 2016 Financial instruments: Contingent consideration $ — $ — $ (7,635 ) $ (7,635 ) Foreign currency derivative liability — (2,122 ) — (2,122 ) The contingent consideration relates to earnout provisions recorded in conjunction with a 2016 acquisition (see Note 3). 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] | (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, 2015 $ (33,716 ) $ 7,713 $ (26,003 ) Change during 2016: Before-tax amount 818 (107 ) 711 Tax (expense) benefit 484 42 526 Total activity in 2016 1,302 (65 ) 1,237 Balance at March 31, 2016 $ (32,414 ) $ 7,648 $ (24,766 ) |
New Accounting Pronouncements, Policy [Policy Text Block] | (q) Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements 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 “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” The Company adopted the provisions of these amendments in January of 2016. As a result, approximately $6.9 million and $6.6 million of debt issuance costs related to the Company’s $500.0 million 5.625% Senior Unsecured Notes Payable due April 2023 (the "Notes") were reclassified from deferred financing costs to Notes payable in the accompanying consolidated balance sheets as of December 31, 2015 and March 31, 2016, respectively. The Company elected to continue presenting the deferred financing costs associated with its Senior Secured Revolving Credit Facility as deferred financing costs, net in the accompanying consolidated balance sheets. In September 2015, the FASB issued ASU No. 2015-16, “ Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments In November 2015, the FASB issued ASU No. 2015-17, “ Balance Sheet Classification of Deferred Taxes 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 January 2016, the FASB issued ASU 2016-01, “Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” In March 2016, the FASB issued ASU 2016-06, “ Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments” In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ” In March 2016, the FASB issued ASU 2016-09, “Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” There were various other accounting standards and interpretations issued during 2015 and 2016 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) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Three months ended March 31, 2015 2016 Net income $ 2,024 $ 3,260 Basic shares outstanding: Common stock 40,418 40,805 Diluted shares outstanding: Common stock 40,418 40,805 Dilutive securities (1) 2,262 1,557 Total 42,680 42,362 |
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, 2015 3,766,868 $ 13.28 Options granted — — Options forfeited (46,346 ) 33.13 Options exercised (74,121 ) 9.99 Outstanding at March 31, 2016 3,646,401 $ 13.10 Exercisable at March 31, 2016 3,377,368 $ 11.51 5.1 $ 61,718 |
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, 2015 1,315,522 $ 34.30 Awards granted 685,280 27.68 Awards vested (238,094 ) 24.28 Awards forfeited (130,237 ) 35.96 Non-vested awards at March 31, 2016 1,632,471 $ 32.85 |
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, 2015 Financial instruments: Foreign currency derivative asset $ — $ 848 $ — $ 848 Foreign currency derivative liability — (1,215 ) — (1,215 ) As of March 31, 2016 Financial instruments: Contingent consideration $ — $ — $ (7,635 ) $ (7,635 ) Foreign currency derivative liability — (2,122 ) — (2,122 ) |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Foreign Currency Translation Net investment hedge - foreign exchange contract Total Balance at December 31, 2015 $ (33,716 ) $ 7,713 $ (26,003 ) Change during 2016: Before-tax amount 818 (107 ) 711 Tax (expense) benefit 484 42 526 Total activity in 2016 1,302 (65 ) 1,237 Balance at March 31, 2016 $ (32,414 ) $ 7,648 $ (24,766 ) |
Note 3 - Acquisitions (Tables)
Note 3 - Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
2016 Acquisitions [Member] | |
Notes Tables | |
Schedule of Preliminary Purchase Price Allocation [Table Text Block] | Preliminary purchase price allocation March 31 , 201 6 Equipment and leasehold improvements $ 1,044 Customer relationships 32,201 Tradename 6,900 Goodwill 70,378 Net deferred tax liability associated with step-up in book basis (15,104 ) Assets acquired and liabilities assumed, net 4,219 Total $ 99,638 |
2015 Acquisitions [Member] | |
Notes Tables | |
Schedule of Preliminary Purchase Price Allocation [Table Text Block] | Preliminary purchase price allocation December 31, 2015 Adjustments/ reclassifications Preliminary purchase price allocation March 31 , 2016 Equipment and leasehold improvements $ 1,513 $ — $ 1,513 Customer relationships 28,530 — 28,530 Tradenames 1,965 — 1,965 Covenants not to compete 182 — 182 Goodwill 24,296 489 24,785 Net deferred tax liability associated with step-up in book basis (18 ) — (18 ) Assets acquired and liabilities assumed, net 18,931 (218 ) 18,713 Totals $ 75,399 $ 271 $ 75,670 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three months ended March 31 , 2015 2016 (In thousands, except per share data) Pro forma revenues $ 224,914 $ 228,389 Pro forma net income 139 3,812 Pro forma income per share: Basic $ 0.00 $ 0.09 Pro forma income per share: Diluted $ 0.00 $ 0.09 |
Note 4 - Property, Equipment 24
Note 4 - Property, Equipment and Leasehold Improvements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | Estimated useful lives December 31, March 31 , (years) 2015 2016 Building 15 $ 3,669 $ 3,701 Computer and office equipment 3 23,162 24,982 Furniture and fixtures 3 to 5 5,051 5,461 Leasehold improvements Lease term 6,272 7,695 38,154 41,839 Less accumulated depreciation and amortization 18,009 19,575 Totals $ 20,145 $ 22,264 |
Note 5 - Goodwill and Intangi25
Note 5 - Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | United United States Canada Kingdom Australia Total Balance at December 31, 2015 $ 412,502 $ 15,364 $ 49,428 $ 31,003 $ 508,297 Goodwill acquired during the year 70,378 — — — 70,378 Adjustments to prior year acquisitions 738 2 (251 ) — 489 Effect of foreign currency translation — 1,435 (1,531 ) 2,311 2,215 Balance at March 31, 2016 $ 483,618 $ 16,801 $ 47,646 $ 33,314 $ 581,379 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, 2015 Estimated useful lives (months) Gross carrying amount Accumulated amortization Net carrying value Amortizable intangible assets: Customer relationships 40 to 60 $ 263,293 $ (199,266 ) $ 64,027 Tradenames 45 to 84 68,172 (52,354 ) 15,818 Covenants not to compete 36 10,254 (6,047 ) 4,207 Technology 24 to 40 9,014 (8,393 ) 621 Totals $ 350,733 $ (266,060 ) $ 84,673 March 31, 2016 Estimated useful lives (months) Gross carrying amount Accumulated amortization Net carrying value Amortizable intangible assets: Customer relationships 40 to 60 $ 296,657 $ (212,493 ) $ 84,164 Tradenames 45 to 84 75,323 (54,651 ) 20,672 Covenants not to compete 36 10,729 (6,605 ) 4,124 Technology 24 to 40 8,973 (8,524 ) 449 Totals $ 391,682 $ (282,273 ) $ 109,409 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amount Nine months ended December 31, 2016 $ 37,682 Years ended December 31: 2017 40,480 2018 21,131 2019 10,062 2020 54 Total $ 109,409 |
Note 6 - Accrued Expenses (Tabl
Note 6 - Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | December 31, 2015 March 31 , 2016 Accrued compensation and benefits $ 13,266 $ 12,020 Accrued selling and professional fees 5,457 5,143 Accrued income, value added and other taxes 30,774 28,827 Accrued medical panel fees 7,598 6,239 Other accrued expenses 3,653 3,032 Totals $ 60,748 $ 55,261 |
Note 9 - Commitments and Cont27
Note 9 - Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Operating Leases of Lessee Disclosure [Table Text Block] | Amount Nine months ended December 31, 2016 $ 11,780 Years ended December 31: 2017 14,162 2018 11,771 2019 8,185 2020 5,134 Thereafter 3,874 Total $ 54,906 |
Note 10 - Long-term Debt (Table
Note 10 - Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | December 31, March 31 , 2015 2016 Notes Payable (a) $ 500,000 $ 500,000 Deferred financing costs related to Notes Payable (a) (6,874 ) (6,641 ) Senior Secured Revolving Credit Facility, Bank of America, N.A. (b) — 50,000 Working capital facilities, Barclays (c) 35,243 32,578 Totals $ 528,369 $ 575,937 |
Schedule of Guarantor Obligations [Table Text Block] | Pricing Tier Consolidated 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 Nine months ended December 31, 2016 $ — Years ended December 31: 2017 — 2018 32,578 2019 — 2020 50,000 Thereafter 500,000 Total $ 582,578 |
Note 12 - Income Taxes (Tables)
Note 12 - Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Summary of Income Tax Contingencies [Table Text Block] | Balance at January 1, 2016 $ 1,924 Increase to prior year tax positions 95 Increase to current year tax positions 445 Expiration of the statute of limitations for the assessment of taxes — Decrease related to settlements — Balance at March 31, 2016 $ 2,464 |
Note 13 - Segment and Geograp30
Note 13 - Segment and Geographical Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Revenue from External Customers by Products and Services [Table Text Block] | Revenues For the three months ended March 31 , 2015 2016 IME and other related services (1) $ 167,345 $ 182,997 Peer and bill reviews, Medicare compliance, case management, medical record retrieval and document management services (1) 28,971 43,506 Total revenues $ 196,316 $ 226,503 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | United United States Canada Kingdom Australia Total Three months ended March 31, 2015 Revenues $ 121,718 $ 7,949 $ 47,444 $ 19,205 $ 196,316 Segment profit 19,522 634 7,699 4,097 31,952 Depreciation and amortization expense 9,411 582 2,383 2,472 14,848 Capital expenditures (1,670 ) (114 ) (189 ) (256 ) (2,229 ) Total assets (3) 598,165 22,343 236,186 83,228 939,922 Long-lived assets (2)(3) 471,040 15,613 92,703 68,227 647,583 Three months ended March 31, 2016 Revenues $ 149,440 $ 9,454 $ 47,933 $ 19,676 $ 226,503 Segment profit 22,905 968 9,779 3,832 37,484 Depreciation and amortization expense 10,752 56 3,539 2,289 16,636 Capital expenditures (1,178 ) (27 ) (178 ) (1,354 ) (2,737 ) Total assets (3) 702,747 29,341 295,222 86,450 1,113,760 Long-lived assets (2)(3) 570,681 17,515 133,337 63,192 784,725 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | For the three months ended March 3 1 , 2015 2016 Segment Profit $ 31,952 $ 37,484 Depreciation and amortization (14,848 ) (16,636 ) Share-based compensation expense (6,136 ) (5,419 ) Acquisition related transaction costs (559 ) (1,058 ) Other income (expenses) 731 (969 ) Income from operations $ 11,140 $ 13,402 |
Note 14 - Condensed Consolida31
Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Condensed Income Statement [Table Text Block] | Guarantor Subsidiaries Non- Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 121,718 $ 74,598 $ — $ — $ 196,316 Costs and expenses: Costs of revenues 82,334 45,842 — — 128,176 Selling, general and administrative expenses 23,014 19,138 — — 42,152 Depreciation and amortization 9,411 5,437 — — 14,848 Total costs and expenses 114,759 70,417 — — 185,176 Income from operations 6,959 4,181 — — 11,140 Interest and other expenses, net 6,409 1,595 — — 8,004 Loss before income taxes 550 2,586 — — 3,136 Provision (benefit) for income taxes (594 ) 1,706 — — 1,112 Net loss before earnings of consolidated subsidiaries $ 1,144 $ 880 $ — $ — $ 2,024 Net income (loss) of consolidated subsidiaries 880 — 880 (1,760 ) — Net income (loss) $ 2,024 $ 880 $ 880 $ (1,760 ) $ 2,024 Guarantor Subsidiaries Non- Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Revenues $ 149,439 $ 77,064 $ — $ — $ 226,503 Costs and expenses: Costs of revenues 102,001 47,125 — — 149,126 Selling, general and administrative expenses 27,807 19,532 — — 47,339 Depreciation and amortization 10,753 5,883 — — 16,636 Total costs and expenses 140,561 72,540 — — 213,101 Income from operations 8,878 4,524 — — 13,402 Interest and other expenses, net 7,074 1,325 — — 8,399 Income before income taxes 1,804 3,199 — — 5,003 Provision for income taxes 492 1,251 — — 1,743 Net income before earnings of consolidated subsidiaries $ 1,312 $ 1,948 $ — $ — $ 3,260 Net income (loss) of consolidated subsidiaries 1,948 — 1,948 (3,896 ) — Net income (loss) $ 3,260 $ 1,948 $ 1,948 $ (3,896 ) $ 3,260 |
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 $ 33,011 $ 14,854 $ — $ — $ 47,865 Accounts receivable, net 68,896 176,553 — — 245,449 Intercompany receivable 57,394 — 6,245 (63,639 ) — Prepaid expenses 10,398 6,411 — — 16,809 Other current assets 848 1,110 — — 1,958 Total current assets 170,547 198,928 6,245 (63,639 ) 312,081 Property, equipment and leasehold improvements, net 12,695 7,450 — — 20,145 Investment in subsidiaries 280,114 — 800,743 (1,080,857 ) — Intercompany notes receivable 174,421 — 174,421 (348,842 ) — Goodwill 398,045 110,252 — — 508,297 Intangible assets, net 46,423 38,250 — — 84,673 Long-term accounts receivable, less current portion — 62,717 — — 62,717 Deferred tax assets, noncurrent 47,363 3,042 — — 50,405 Deferred financing costs, net 2,416 104 — — 2,520 Other assets 725 3,244 — — 3,969 Total assets $ 1,132,749 $ 423,987 $ 981,409 $ (1,493,338 ) $ 1,044,807 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 24,072 $ 36,527 $ — $ — $ 60,599 Intercompany payable 6,245 57,394 — (63,639 ) — Accrued expenses 13,150 47,598 — — 60,748 Accrued interest expense — — 6,245 — 6,245 Deferred revenue 138 3,546 — — 3,684 Other current liabilities 3,383 5,673 — — 9,056 Total current liabilities 46,988 150,738 6,245 (63,639 ) 140,332 Senior unsecured notes payable — — 493,126 — 493,126 Senior secured revolving credit facility and working capital facilities, less current portion — 35,243 — — 35,243 Intercompany notes payable 174,421 174,421 — (348,842 ) — Deferred tax liability, noncurrent — 3,333 — — 3,333 Other long-term liabilities 2,950 9,788 — — 12,738 Total liabilities 224,359 373,523 499,371 (412,481 ) 684,772 Commitments and contingencies Stockholders’ equity (deficit) 908,390 50,464 482,038 (1,080,857 ) 360,035 Total liabilities and stockholders' equity (deficit) $ 1,132,749 $ 423,987 $ 981,409 $ (1,493,338 ) $ 1,044,807 Guarantor Subsidiaries Non- Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Assets Current assets: Cash and cash equivalents $ 1,554 $ 14,445 $ — $ — $ 15,999 Accounts receivable, net 77,277 171,785 — — 249,062 Intercompany receivable 61,586 — 13,414 (75,000 ) — Prepaid expenses 8,083 11,831 — — 19,914 Other current assets — 1,078 — — 1,078 Total current assets 148,500 199,139 13,414 (75,000 ) 286,053 Property, equipment and leasehold improvements, net 13,877 8,387 — — 22,264 Investment in subsidiaries 282,062 — 895,039 (1,177,101 ) — Intercompany notes receivable 174,413 — 174,413 (348,826 ) — Goodwill 469,161 112,218 — — 581,379 Intangible assets, net 76,555 32,854 — — 109,409 Long-term accounts receivable, less current portion — 67,495 — — 67,495 Deferred tax assets, noncurrent 37,467 3,129 — — 40,596 Deferred financing costs, net 2,296 90 — — 2,386 Other assets 885 3,293 — — 4,178 Total assets $ 1,205,216 $ 426,605 $ 1,082,866 $ (1,600,927 ) $ 1,113,760 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 29,192 $ 36,756 $ — $ — $ 65,948 Intercompany payable 13,414 61,586 — (75,000 ) — Accrued expenses 11,967 43,294 — — 55,261 Accrued interest expense — — 13,414 — 13,414 Deferred revenue 222 3,276 — — 3,498 Current portion of contingent earnout obligation 2,556 — — — 2,556 Other current liabilities 4,432 2,850 — — 7,282 Total current liabilities 61,783 147,762 13,414 (75,000 ) 147,959 Senior unsecured notes payable — — 493,359 — 493,359 Senior secured revolving credit facility and working capital facilities, less current portion — 32,578 50,000 — 82,578 Intercompany notes payable 174,413 174,413 — (348,826 ) — Long-term contingent earnout obligation, less current portion 5,079 — — — 5,079 Deferred tax liability, noncurrent — 3,250 — — 3,250 Other long-term liabilities 3,232 10,993 — — 14,225 Total liabilities 244,507 368,996 556,773 (423,826 ) 746,450 Commitments and contingencies Stockholders’ equity (deficit) 960,709 57,609 526,093 (1,177,101 ) 367,310 Total liabilities and stockholders' equity (deficit) $ 1,205,216 $ 426,605 $ 1,082,866 $ (1,600,927 ) $ 1,113,760 |
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 $ 2,226 $ 3,938 $ — $ — $ 6,164 Investing activities: Cash paid for acquisitions, net (2,299 ) — — — (2,299 ) Purchases of building, equipment and leasehold improvements, net (1,670 ) (559 ) — — (2,229 ) Working capital and other settlements for acquisitions (91 ) — — — (91 ) Proceeds from foreign currency net investment hedges 4,812 — — — 4,812 Other (1,250 ) — — — (1,250 ) Net cash used in investing activities (498 ) (559 ) — — (1,057 ) Financing activities: Borrowings under senior secured revolving credit facility — — 25,478 — 25,478 Proceeds from the exercise of options and warrants — — 8,855 — 8,855 Excess tax benefit related to share-based compensation — — 2,086 — 2,086 Net repayments under working capital facilities — (132 ) — — (132 ) Repayment of contingent earnout obligation — (1,023 ) — — (1,023 ) Repayment under senior secured revolving credit facility — — (29,331 ) — (29,331 ) Intercompany notes and investments and other 7,088 — (7,088 ) — — Net cash provided by (used in) financing activities 7,088 (1,155 ) — — 5,933 Exchange rate impact on cash and cash equivalents — (509 ) — — (509 ) Net increase in cash and cash equivalents 8,816 1,715 — — 10,531 Cash and cash equivalents, beginning of period 388 9,363 — — 9,751 Cash and cash equivalents, end of period $ 9,204 $ 11,078 $ — $ — $ 20,282 Guarantor Subsidiaries Non- Guarantor Subsidiaries ExamWorks Group, Inc. (Parent Corporation) Consolidation and Elimination Entries Consolidated Totals Net cash provided by operating activities $ 13,500 $ 2,266 $ — $ — $ 15,766 Investing activities: Cash paid for acquisitions, net (92,348 ) — — — (92,348 ) Purchases of building, equipment and leasehold improvements, net (1,179 ) (1,558 ) — — (2,737 ) Working capital and other settlements for acquisitions (271 ) — — — (271 ) Proceeds from foreign currency net investment hedge 1,649 — — — 1,649 Other (150 ) — — — (150 ) Net cash used in investing activities (92,299 ) (1,558 ) — — (93,857 ) Financing activities: Borrowings under senior secured revolving credit facility — — 75,000 — 75,000 Excess tax benefit related to share-based compensation — — 4,766 — 4,766 Proceeds from the exercise of options and warrants — — 582 — 582 Net repayments under working capital facilities — (1,623 ) — — (1,623 ) Purchases of stock for treasury — — (8,006 ) — (8,006 ) Repayment under senior secured revolving credit facility — — (25,000 ) — (25,000 ) Intercompany notes and investments and other 47,342 — (47,342 ) — — Net cash provided by (used in) financing activities 47,342 (1,623 ) — — 45,719 Exchange rate impact on cash and cash equivalents — 506 — — 506 Net decrease in cash and cash equivalents (31,457 ) (409 ) — — (31,866 ) Cash and cash equivalents, beginning of period 33,011 14,854 — — 47,865 Cash and cash equivalents, end of period $ 1,554 $ 14,445 $ — $ — $ 15,999 |
Note 1 - Nature of Operations32
Note 1 - Nature of Operations and Basis of Presentation (Details Textual) | 93 Months Ended | 99 Months Ended |
Mar. 31, 2016 | Mar. 31, 2016 | |
Number of Businesses Acquired | 57 | 57 |
Number of Service Centers | 71 | 71 |
Number of States in which Entity Operates | 50 | 50 |
Note 2 - Summary of Significa33
Note 2 - Summary of Significant Accounting Policies (Details Textual) | Apr. 16, 2015 | Mar. 31, 2016USD ($)shares | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($)shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Number of Major Customers | 0 | 0 | ||||
Concentration Risk, Percentage | 13.00% | 14.00% | ||||
UNITED STATES | ||||||
Cash and Cash Equivalents, at Carrying Value | $ 1,600,000 | |||||
UNITED KINGDOM | ||||||
Deferred Revenue | 2,500,000 | $ 2,700,000 | ||||
Revolving Credit Facility [Member] | Senior Secured Revolving Credit Facility [Member] | ||||||
Debt Related Commitment Fees and Debt Issuance Costs | 0 | $ 0 | ||||
Debt Issuance Costs, Gross | $ 8,500,000 | |||||
Write off of Deferred Debt Issuance Cost | $ 274,000 | |||||
Debt Instrument, Term | 5 years | 5 years | ||||
Amortization of Debt Issuance Costs | $ 148,000 | 361,000 | ||||
Senior Notes 2023 [Member] | ||||||
Debt Instrument, Face Amount | $ 500,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | |||||
Employee Stock Option [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Allocated Share-based Compensation Expense | $ 921,000 | 1,400,000 | ||||
Employee Stock Option [Member] | Cost of Sales [Member] | ||||||
Allocated Share-based Compensation Expense | $ 307,000 | 469,000 | ||||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | shares | 0 | |||||
Allocated Share-based Compensation Expense | $ 1,200,000 | 1,900,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 3,400,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 73 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 860,000 | |||||
Time Lapse Restricted Stock and RSUs [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | |||||
Time Lapse Restricted Stock and RSUs [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||||
Restricted Stock and RSUs [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Allocated Share-based Compensation Expense | $ 4,200,000 | 4,100,000 | ||||
Restricted Stock and RSUs [Member] | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 41,400,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 73 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 5,800,000 | 3,200,000 | ||||
Selling, General and Administrative Expenses [Member] | ||||||
Allocated Share-based Compensation Expense | 0 | 130,000 | ||||
Reclassification of Deferred Financing Costs to Notes Payable [Member] | December 31, 2015 [Member] | ||||||
Prior Period Reclassification Adjustment | 6,900,000 | |||||
Reclassification of Deferred Financing Costs to Notes Payable [Member] | ||||||
Current Period Reclassification Adjustment | 6,600,000 | |||||
Cash Equivalents, at Carrying Value | 0 | 0 | ||||
Allowance for Doubtful Accounts Receivable | 12,500,000 | 12,200,000 | ||||
Impairment of Long-Lived Assets Held-for-use | 0 | 0 | ||||
Cash and Cash Equivalents, at Carrying Value | 15,999,000 | 20,282,000 | $ 47,865,000 | $ 9,751,000 | ||
Cash, FDIC Insured Amount | 250,000 | |||||
Goodwill, Impairment Loss | 0 | |||||
Amortization of Debt Issuance Costs | $ 381,000 | $ 587,000 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 86,000 | 32,000 |
Note 2 - Basic and Diluted Net
Note 2 - Basic and Diluted Net Income per Share Computational Data (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Net income | $ 3,260 | $ 2,024 | |
Basic shares outstanding: | |||
Common stock (in shares) | 40,805 | 40,418 | |
Diluted shares outstanding: | |||
Basic (in shares) | 40,805 | 40,418 | |
Dilutive securities (1) (in shares) | [1] | 1,557 | 2,262 |
Total (in shares) | 42,362 | 42,680 | |
[1] | For the three months ended March 31, 2015 and 2016, the Company's dilutive securities exclude options potentially exercisable in the future into 32,000 shares and 86,000 shares, respectively, because their inclusion would have been anti-dilutive. |
Note 2 - Stock Option Activity
Note 2 - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Outstanding (in shares) | shares | 3,766,868 |
Outstanding (in dollars per share) | $ / shares | $ 13.28 |
Options granted (in shares) | shares | |
Options granted (in dollars per share) | $ / shares | |
Options forfeited (in shares) | shares | (46,346) |
Options forfeited (in dollars per share) | $ / shares | $ 33.13 |
Options exercised (in shares) | shares | (74,121) |
Options exercised (in dollars per share) | $ / shares | $ 9.99 |
Outstanding (in shares) | shares | 3,646,401 |
Outstanding (in dollars per share) | $ / shares | $ 13.10 |
Exercisable (in shares) | shares | 3,377,368 |
Exercisable (in dollars per share) | $ / shares | $ 11.51 |
Exercisable | 5 years 36 days |
Exercisable | $ | $ 61,718 |
Note 2 - Non-vested Restricted
Note 2 - Non-vested Restricted Share and RSU Activity (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Non-vested awards outstanding at beginning of period (in shares) | shares | 1,315,522 |
Non-vested awards outstanding at beginning of period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 34.30 |
Awards granted (in shares) | shares | 685,280 |
Awards granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 27.68 |
Awards vested (in shares) | shares | (238,094) |
Awards vested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 24.28 |
Awards forfeited (in shares) | shares | (130,237) |
Awards forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | $ 35.96 |
Non-vested awards outstanding at end of period (in shares) | shares | 1,632,471 |
Non-vested awards outstanding at end of period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 32.85 |
Note 2 - Fair Value of Financia
Note 2 - Fair Value of Financial Assets Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Inputs, Level 2 [Member] | Foreign Currency Derivative Asset [Member] | ||
Financial instruments, fair value | $ 848 | |
Fair Value, Inputs, Level 2 [Member] | Foreign Currency Derivative Liability [Member] | ||
Financial instruments, fair value | $ (2,122) | (1,215) |
Fair Value, Inputs, Level 3 [Member] | Contingent Consideration [Member] | ||
Financial instruments, fair value | (7,635) | |
Foreign Currency Derivative Asset [Member] | ||
Financial instruments, fair value | 848 | |
Foreign Currency Derivative Liability [Member] | ||
Financial instruments, fair value | (2,122) | $ (1,215) |
Contingent Consideration [Member] | ||
Financial instruments, fair value | $ (7,635) |
Note 2 - Accumulated Other Comp
Note 2 - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Balance at December 31, 2015 | $ (33,716) | |
Balance at December 31, 2015 | 7,713 | |
Balance at December 31, 2015 | (26,003) | |
Before-tax amount | 818 | |
Before-tax amount | (107) | |
Before-tax amount | 711 | |
Tax (expense) benefit | 484 | |
Tax (expense) benefit | 42 | |
Tax (expense) benefit | 526 | |
Total activity in 2016 | 1,302 | |
Total activity in 2016 | (65) | |
Total activity in 2016 | 1,237 | $ (5,877) |
Balance at March 31, 2016 | (32,414) | |
Balance at March 31, 2016 | 7,648 | |
Balance at March 31, 2016 | $ (24,766) |
Note 3 - Acquisitions (Details
Note 3 - Acquisitions (Details Textual) | 3 Months Ended | 12 Months Ended | 93 Months Ended | 99 Months Ended | |
Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2016USD ($) | |
2015 Acquisitions [Member] | Selling, General and Administrative Expenses [Member] | |||||
Business Combination, Acquisition Related Costs | $ 0 | $ 35,000 | |||
2015 Acquisitions [Member] | Scenario, Adjustment [Member] | |||||
Business Combination, Consideration Transferred | 271,000 | $ 271,000 | |||
2015 Acquisitions [Member] | |||||
Business Combination, Consideration Transferred | 75,670,000 | 75,700,000 | |||
Payments to Acquire Businesses, Gross | 76,800,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 1,100,000 | ||||
Business Acquisition, Transaction Costs | $ 882,000 | ||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 24,600,000 | $ 24,600,000 | $ 24,600,000 | ||
Business Acquisition, Purchase Price Allocation, Intangible Assets Expected, Tax Deductible, Amount | 30,400,000 | 30,400,000 | 30,400,000 | ||
2016 Acquisitions [Member] | Selling, General and Administrative Expenses [Member] | |||||
Business Combination, Acquisition Related Costs | 82,000 | 0 | |||
2016 Acquisitions [Member] | |||||
Business Combination, Consideration Transferred | 99,638,000 | ||||
Payments to Acquire Businesses, Gross | 92,000,000 | ||||
Business Acquisition, Transaction Costs | 446,000 | 446,000 | 446,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 7,600,000 | $ 7,600,000 | $ 7,600,000 | ||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 13,000,000 | ||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 231,000 | ||||
Business Combination, Acquisition Related Costs | 1,058,000 | 559,000 | |||
Number of Businesses Acquired | 57 | 57 | |||
Business Combination, Pro Forma Information, Adjustments to Interest and Other Expenses Related to Funding of Acquisition | 128,000 | 2,300,000 | |||
Business Combination, Pro Forma Information, Incremental Depreciation and Amoritzation | 315,000 | 5,100,000 | |||
Business Combination, Pro Forma Information, Adjustments to Selling, General and Administrative Expense | $ 1,200,000 | $ 948,000 |
Note 3 - Preliminary Allocation
Note 3 - Preliminary Allocation of Purchase Price, 2015 (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | ||
2015 Acquisitions [Member] | Scenario, Previously Reported [Member] | Customer Relationships [Member] | |||
Intangible assets | $ 28,530,000 | ||
2015 Acquisitions [Member] | Scenario, Previously Reported [Member] | Trade Names [Member] | |||
Intangible assets | 1,965,000 | ||
2015 Acquisitions [Member] | Scenario, Previously Reported [Member] | Noncompete Agreements [Member] | |||
Intangible assets | 182,000 | ||
2015 Acquisitions [Member] | Scenario, Previously Reported [Member] | |||
Equipment and leasehold improvements | 1,513,000 | ||
Goodwill | 24,296,000 | ||
Net deferred tax liability associated with step-up in book basis | (18,000) | ||
Assets acquired and liabilities assumed, net | 18,931,000 | ||
Business Combination, Consideration Transferred | $ 75,399,000 | ||
2015 Acquisitions [Member] | Scenario, Adjustment [Member] | Customer Relationships [Member] | |||
Intangible assets | |||
2015 Acquisitions [Member] | Scenario, Adjustment [Member] | Trade Names [Member] | |||
Intangible assets | |||
2015 Acquisitions [Member] | Scenario, Adjustment [Member] | Noncompete Agreements [Member] | |||
Intangible assets | |||
2015 Acquisitions [Member] | Scenario, Adjustment [Member] | |||
Equipment and leasehold improvements | |||
Goodwill | $ 489,000 | ||
Net deferred tax liability associated with step-up in book basis | |||
Assets acquired and liabilities assumed, net | $ (218,000) | ||
Business Combination, Consideration Transferred | $ 271,000 | 271,000 | |
2015 Acquisitions [Member] | Customer Relationships [Member] | |||
Intangible assets | 28,530,000 | ||
2015 Acquisitions [Member] | Trade Names [Member] | |||
Intangible assets | 1,965,000 | ||
2015 Acquisitions [Member] | Noncompete Agreements [Member] | |||
Intangible assets | 182,000 | ||
2015 Acquisitions [Member] | |||
Equipment and leasehold improvements | 1,513,000 | ||
Goodwill | 24,785,000 | ||
Net deferred tax liability associated with step-up in book basis | (18,000) | ||
Assets acquired and liabilities assumed, net | 18,713,000 | ||
Business Combination, Consideration Transferred | 75,670,000 | 75,700,000 | |
Goodwill | [1] | $ 581,379,000 | $ 508,297,000 |
[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 - Preliminary Allocati41
Note 3 - Preliminary Allocation of Purchase Price, 2016 (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | ||
2016 Acquisitions [Member] | Customer Relationships [Member] | |||
Intangible assets | $ 32,201 | ||
2016 Acquisitions [Member] | Trade Names [Member] | |||
Intangible assets | 6,900 | ||
2016 Acquisitions [Member] | |||
Equipment and leasehold improvements | 1,044 | ||
Goodwill | 70,378 | ||
Net deferred tax liability associated with step-up in book basis | (15,104) | ||
Assets acquired and liabilities assumed, net | 4,219 | ||
Business Combination, Consideration Transferred | 99,638 | ||
Goodwill | [1] | $ 581,379 | $ 508,297 |
[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 - Pro Forma Results of O
Note 3 - Pro Forma Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Pro forma revenues | $ 228,389 | $ 224,914 |
Pro forma net income | $ 3,812 | $ 139 |
Pro forma income per share: Basic (in dollars per share) | $ 0.09 | $ 0 |
Pro forma income per share: Diluted (in dollars per share) | $ 0.09 | $ 0 |
Note 4 - Property, Equipment 43
Note 4 - Property, Equipment and Leasehold Improvements (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Depreciation | $ 1.9 | $ 1.7 |
Note 4 - Property, Equipment 44
Note 4 - Property, Equipment and Leasehold Improvements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Building [Member] | ||
Estimated useful lives | 15 years | |
Property, plant, and equipment, gross | $ 3,701 | $ 3,669 |
Computer and Office Equipment [Member] | ||
Estimated useful lives | 3 years | |
Property, plant, and equipment, gross | $ 24,982 | 23,162 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Estimated useful lives | 3 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Estimated useful lives | 5 years | |
Furniture and Fixtures [Member] | ||
Property, plant, and equipment, gross | $ 5,461 | 5,051 |
Leasehold Improvements [Member] | ||
Property, plant, and equipment, gross | 7,695 | 6,272 |
Property, plant, and equipment, gross | 41,839 | 38,154 |
Less accumulated depreciation and amortization | 19,575 | 18,009 |
Totals | $ 22,264 | $ 20,145 |
Note 5 - Goodwill and Intangi45
Note 5 - Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Amortization of Intangible Assets | $ 14.7 | $ 13.1 |
Note 5 - Goodwill (Details)
Note 5 - Goodwill (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($) | [1] | |
UNITED STATES | ||
Balance | $ 412,502 | |
Goodwill acquired during the year | 70,378 | |
Adjustments to prior year acquisitions | $ 738 | |
Effect of foreign currency translation | ||
Balance | $ 483,618 | |
CANADA | ||
Balance | $ 15,364 | |
Goodwill acquired during the year | ||
Adjustments to prior year acquisitions | $ 2 | |
Effect of foreign currency translation | 1,435 | |
Balance | 16,801 | |
UNITED KINGDOM | ||
Balance | $ 49,428 | |
Goodwill acquired during the year | ||
Adjustments to prior year acquisitions | $ (251) | |
Effect of foreign currency translation | (1,531) | |
Balance | 47,646 | |
AUSTRALIA | ||
Balance | $ 31,003 | |
Goodwill acquired during the year | ||
Adjustments to prior year acquisitions | ||
Effect of foreign currency translation | $ 2,311 | |
Balance | 33,314 | |
Balance | 508,297 | |
Goodwill acquired during the year | 70,378 | |
Adjustments to prior year acquisitions | 489 | |
Effect of foreign currency translation | 2,215 | |
Balance | $ 581,379 | |
[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 - Intangible Assets (Det
Note 5 - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Customer Relationships [Member] | Minimum [Member] | ||
Estimated useful lives | 3 years 120 days | 3 years 120 days |
Customer Relationships [Member] | Maximum [Member] | ||
Estimated useful lives | 5 years | 5 years |
Customer Relationships [Member] | ||
Gross carrying amount | $ 296,657 | $ 263,293 |
Accumulated amortization | (212,493) | (199,266) |
Net carrying value | $ 84,164 | $ 64,027 |
Trade Names [Member] | Minimum [Member] | ||
Estimated useful lives | 3 years 270 days | 3 years 270 days |
Trade Names [Member] | Maximum [Member] | ||
Estimated useful lives | 7 years | 7 years |
Trade Names [Member] | ||
Gross carrying amount | $ 75,323 | $ 68,172 |
Accumulated amortization | (54,651) | (52,354) |
Net carrying value | $ 20,672 | $ 15,818 |
Noncompete Agreements [Member] | ||
Estimated useful lives | 3 years | 3 years |
Gross carrying amount | $ 10,729 | $ 10,254 |
Accumulated amortization | (6,605) | (6,047) |
Net carrying value | $ 4,124 | $ 4,207 |
Unpatented Technology [Member] | Minimum [Member] | ||
Estimated useful lives | 2 years | 2 years |
Unpatented Technology [Member] | Maximum [Member] | ||
Estimated useful lives | 3 years 120 days | 3 years 120 days |
Unpatented Technology [Member] | ||
Gross carrying amount | $ 8,973 | $ 9,014 |
Accumulated amortization | (8,524) | (8,393) |
Net carrying value | 449 | 621 |
Gross carrying amount | 391,682 | 350,733 |
Accumulated amortization | (282,273) | (266,060) |
Net carrying value | $ 109,409 | $ 84,673 |
Note 5 - Intangible Amortizatio
Note 5 - Intangible Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Nine months ended December 31, 2016 | $ 37,682 | |
2,017 | 40,480 | |
2,018 | 21,131 | |
2,019 | 10,062 | |
2,020 | 54 | |
Total | $ 109,409 | $ 84,673 |
Note 6 - Accrued Expenses (Deta
Note 6 - Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued compensation and benefits | $ 12,020 | $ 13,266 |
Accrued selling and professional fees | 5,143 | 5,457 |
Accrued income, value added and other taxes | 28,827 | 30,774 |
Accrued medical panel fees | 6,239 | 7,598 |
Other accrued expenses | 3,032 | 3,653 |
Totals | $ 55,261 | $ 60,748 |
Note 7 - Stockholders' Equity (
Note 7 - Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Employee Stock Option [Member] | ||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 74,000 | |
Restricted Stock [Member] | Certain Officers and Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 1.7 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 3 years | |
Restricted Stock Units (RSUs) [Member] | ||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 98,000 | |
Certain Officers and Employees [Member] | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 67,000 | |
Treasury Stock, Shares, Acquired | 310,000 | |
Treasury Stock Acquired, Average Cost Per Share | $ 25.85 | |
Treasury Stock, Value, Acquired, Par Value Method | $ 8 | |
Treasury Stock, Shares | 2,015,000 | 1,705,000 |
Treasury Stock, Average Value per Share | $ 18.74 | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 35.9 |
Note 8 - Related Party Transa51
Note 8 - Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Red Ridge Finance Group [Member] | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 176,000 | $ 118,000 |
Note 9 - Commitments and Cont52
Note 9 - Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Leases, Rent Expense | $ 5,100,000 | $ 4,200,000 |
Defined Contribution Plan, Cost Recognized | $ 238,000 | $ 370,000 |
Note 9 - Future Minimum Lease P
Note 9 - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Nine months ended December 31, 2016 | $ 11,780 |
2,017 | 14,162 |
2,018 | 11,771 |
2,019 | 8,185 |
2,020 | 5,134 |
Thereafter | 3,874 |
Total | $ 54,906 |
Note 10 - Long-term Debt (Detai
Note 10 - Long-term Debt (Details Textual) | Apr. 16, 2015USD ($) | Feb. 03, 2014USD ($) | Jun. 28, 2013 | Jul. 19, 2011USD ($) | Jul. 07, 2011USD ($) | May. 12, 2011GBP (£) | May. 06, 2011USD ($) | Sep. 29, 2010GBP (£) | Feb. 27, 2012 | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Aug. 27, 2012USD ($) | Dec. 31, 2011USD ($) | May. 05, 2011USD ($) | Nov. 02, 2010USD ($) | |
Senior Unsecured Notes [Member] | |||||||||||||||||
Payments of Debt Extinguishment Costs | $ 0 | $ 0 | $ 7,500,000 | ||||||||||||||
Proceeds from Issuance of Senior Long-term Debt | $ 250,000,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||||||||
Debt Instrument, Term | 8 years | ||||||||||||||||
Amortization of Debt Issuance Costs | 226,000 | ||||||||||||||||
Senior Notes 2023 [Member] | |||||||||||||||||
Debt Instrument, Issuance Price Percentage | 100.00% | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||||||||||||||||
Senior Unsecured Notes Payable [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40.00% | ||||||||||||||||
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] | |||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||||||||||||||
Senior Unsecured Notes Payable [Member] | |||||||||||||||||
Debt Instrument Repurchase Percentage of Face Amount | 101.00% | ||||||||||||||||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Right to Increase Revolving Extensions [Member] | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000,000 | ||||||||||||||||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||||||||||||||||
Debt Instrument, Term | 5 years | 5 years | |||||||||||||||
Amortization of Debt Issuance Costs | $ 148,000 | 361,000 | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000,000 | ||||||||||||||||
Senior Secured Revolving Credit Facility [Member] | |||||||||||||||||
Long-term Line of Credit | [1] | $ 50,000,000 | |||||||||||||||
Revolving Credit Facility [Member] | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 180,000,000 | ||||||||||||||||
Original Maximum Consolidated Leverage Ratio [Member] | |||||||||||||||||
Consolidated Leverage Ratio | 3.5 | ||||||||||||||||
New Maximum Consolidated Leverage Ratio [Member] | |||||||||||||||||
Consolidated Leverage Ratio | 4.75 | ||||||||||||||||
Any Fiscal Quarter After September 30, 2012 [Member] | |||||||||||||||||
Minimum Fixed Charge Coverage Ratio | 2 | ||||||||||||||||
With Negative Trailing Twelve Months Adjusted EBITDA [Member] | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3 | ||||||||||||||||
Without Delivering Pro Forma Projections to the Lenders [Member] | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000,000 | ||||||||||||||||
Default Rate [Member] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||||||||||||
Federal Funds Rate Base [Member] | |||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||||||||||||||
London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||||||||||
Base Rate [Member] | UKIM [Member] | |||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.05% | 2.40% | 2.50% | 0.50% | |||||||||||||
Base Rate [Member] | Premex Group [Member] | |||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.05% | 2.40% | 0.50% | ||||||||||||||
UKIM [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument, Term | 3 years | ||||||||||||||||
UKIM [Member] | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | £ | £ 5,000,000 | ||||||||||||||||
Long-term Line of Credit | $ 6,000,000 | ||||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 1,200,000 | ||||||||||||||||
Debt Instrument, Term, Increase | 2 years | ||||||||||||||||
Premex Group [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument, Term | 3 years | ||||||||||||||||
Premex Group [Member] | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | £ | £ 26,500,000 | ||||||||||||||||
Long-term Line of Credit | 26,600,000 | ||||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 11,500,000 | ||||||||||||||||
Debt Instrument, Term, Increase | 2 years | ||||||||||||||||
Amortization of Debt Issuance Costs | 381,000 | $ 587,000 | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | $ 262,500,000 | $ 300,000,000 | $ 245,000,000 | |||||||||||||
Line of Credit Facility, Increase (Decrease), Other, Net | 55,000,000 | ||||||||||||||||
Consolidated Senior Secured Leverage Ratio | 3 | ||||||||||||||||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | $ 75,000,000 | $ 50,000,000 | |||||||||||||||
Line of Credit Facility Increase Right | 37,500,000 | ||||||||||||||||
Line of Credit Facility Increase, Capacity | $ 300,000,000 | ||||||||||||||||
Minimum Fixed Charge Coverage Ratio | 1.75 | ||||||||||||||||
Secured Revolving Credit Facility, Alternative Currency Sublimit | $ 100,000,000 | $ 60,000,000 | |||||||||||||||
Long-term Line of Credit | 50,000,000 | ||||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 250,000,000 | ||||||||||||||||
[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. On May 6, 2011, the Company increased and fully exercised the accordion features of the Senior Secured Revolving Credit Facility. The increase and exercise of the accordion feature increased the committed capacity of the credit facility by $55.0 million, from a total of $245.0 million to a total of $300.0 million. On July 7, 2011, the Company entered into a second amendment to its Senior Secured Revolving Credit Facility (the "Second Amendment") which became effective simultaneously with the consummation of the Company's private offering of the Senior Unsecured Notes. The Second Amendment amended the Senior Secured Revolving Credit Facility to, among other things, (i) extend the maturity date of the Senior Secured Revolving Credit Facility from November 2013 to July 2016; (ii) permit the issuance and sale of the Senior Unsecured Notes; (iii) replace the consolidated senior leverage ratio with a consolidated senior secured leverage ratio while permitting the maximum consolidated senior secured leverage ratio to be 3.00 to 1; (iv) permit the Company's maximum consolidated leverage ratio to increase from 3.5 to 1 to 4.75 to 1; (v) reduce the borrowing cost; and (vi) allow the Company to complete acquisitions with a purchase price of up to $75.0 million (previously $50.0 million) without prior lender consent. The Second Amendment also reduced the aggregate revolving commitments under the Senior Secured Revolving Credit Facility by $37.5 million for a maximum commitment of $262.5 million, subject to the Company's right to increase the aggregate revolving commitments by $37.5 million for a maximum commitment of $300.0 million, so long as the Company is not in default and the Company satisfies certain other customary conditions. On February 27, 2012, the Company entered into a third amendment to its Senior Secured Revolving Credit Facility (the "Third Amendment"). The Third Amendment amended the Senior Secured Revolving Credit Facility as to the definitions of consolidated fixed charges and consolidated fixed charge coverage ratio and does not permit the consolidated fixed charge coverage ratio as of the end of any fiscal quarter to be less than (i) for any fiscal quarter ending during the period from December 31, 2011 to and including September 30, 2012, 1.75 to 1.00 and (ii) for any fiscal quarter ending thereafter, 2.00 to 1.00. On August 27, 2012, the Company entered into a fourth amendment to its Senior Secured Revolving Credit Facility (the “Fourth Amendment”). The Fourth Amendment amended the Senior Secured Revolving Credit Facility to add the Australian dollar as an alternative currency and increased the alternative currency sublimit from USD $60.0 million to USD $100.0 million. On June 27, 2013, the Company entered into a fifth amendment to its Senior Secured Revolving Credit Facility (the “Fifth Amendment”). Among other changes, the Fifth Amendment modifies the Credit Agreement to permit an implementation of an auto-borrow agreement between the swing line lender and the Company to facilitate cash management, incorporates new provisions related to swap regulations and updates various provisions related to the LIBOR rate, Foreign Account Tax Compliance Act and the International Financial Reporting Standards. On February 3, 2014, the Company entered into a sixth amendment to its Senior Secured Revolving Credit Facility (the “Sixth Amendment”). The Sixth Amendment (i) allowed the Company to consummate the acquisition of Gould & Lamb, and (ii) allows the Company to acquire a target (a) with negative trailing twelve month adjusted EBITDA (as defined in the senior secured revolving credit facility) if the purchase price of such acquisition is less than $5.0 million, (b) with trailing twelve month adjusted EBITDA (as defined in the senior secured revolving credit facility) of less than or equal to $3,000,000 without delivering to the lenders a quality of earnings report regarding such target and (c) without delivering pro forma projections of the Company to the lenders if the purchase price of such acquisition is less than $75.0 million, in each case, without prior lender consent. On April 16, 2015, the Company entered into the Amended and Restated Credit Facility. 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 Amended and Restated Credit Facility was extended for five years from the date of the amendment to April 2020. Borrowings under the Amended and Restated 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 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated Credit Facility ("First Amendment"). The First Amendment amended the definition of "Change of Control" in the Amended and Restated Credit Facility. As of March 31, 2016, the Company had $50.0 million outstanding under the Amended and Restated Credit Facility, resulting in $250.0 million of undrawn commitments. |
Note 10 - Debt (Details)
Note 10 - Debt (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | |
Senior Unsecured Notes Payable [Member] | |||
Notes payable | [1] | $ 500,000,000 | $ 500,000,000 |
Deferred financing costs related to Notes Payable (a) | [1] | (6,641,000) | $ (6,874,000) |
Senior Secured Revolving Credit Facility [Member] | |||
Long-term Line of Credit | [2] | 50,000,000 | |
Working Capital Facilities [Member] | |||
Long-term Line of Credit | [3] | 32,578,000 | $ 35,243,000 |
Deferred financing costs related to Notes Payable (a) | (2,386,000) | (2,520,000) | |
Long-term Line of Credit | 50,000,000 | ||
Totals | $ 575,937,000 | $ 528,369,000 | |
[1] | On April 16, 2015, the Company closed 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. The gross proceeds of $500.0 million were used to repay all of the Company's outstanding borrowings under the Senior Secured Revolving Credit Facility, to redeem all of the Company's prior $250.0 million, 9.0% senior notes due 2019 the ("Senior Unsecured Notes"), to pay related fees and expenses, and for general corporate purposes, including acquisitions. The Company incurred deferred financing costs of $7.5 million related to this offering, none of which were incurred in the three months ended March 31, 2015 and 2016. These costs are amortized on a straight-line basis over the 8 year life of the Notes which approximates the effective interest method. Additionally, the Company amortized deferred financing costs of approximately $226,000 in the three months ended March 31, 2015 related to previous Senior Unsecured Notes which were extinguished in April 2015. 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 date of issuance 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. On May 6, 2011, the Company increased and fully exercised the accordion features of the Senior Secured Revolving Credit Facility. The increase and exercise of the accordion feature increased the committed capacity of the credit facility by $55.0 million, from a total of $245.0 million to a total of $300.0 million. On July 7, 2011, the Company entered into a second amendment to its Senior Secured Revolving Credit Facility (the "Second Amendment") which became effective simultaneously with the consummation of the Company's private offering of the Senior Unsecured Notes. The Second Amendment amended the Senior Secured Revolving Credit Facility to, among other things, (i) extend the maturity date of the Senior Secured Revolving Credit Facility from November 2013 to July 2016; (ii) permit the issuance and sale of the Senior Unsecured Notes; (iii) replace the consolidated senior leverage ratio with a consolidated senior secured leverage ratio while permitting the maximum consolidated senior secured leverage ratio to be 3.00 to 1; (iv) permit the Company's maximum consolidated leverage ratio to increase from 3.5 to 1 to 4.75 to 1; (v) reduce the borrowing cost; and (vi) allow the Company to complete acquisitions with a purchase price of up to $75.0 million (previously $50.0 million) without prior lender consent. The Second Amendment also reduced the aggregate revolving commitments under the Senior Secured Revolving Credit Facility by $37.5 million for a maximum commitment of $262.5 million, subject to the Company's right to increase the aggregate revolving commitments by $37.5 million for a maximum commitment of $300.0 million, so long as the Company is not in default and the Company satisfies certain other customary conditions. On February 27, 2012, the Company entered into a third amendment to its Senior Secured Revolving Credit Facility (the "Third Amendment"). The Third Amendment amended the Senior Secured Revolving Credit Facility as to the definitions of consolidated fixed charges and consolidated fixed charge coverage ratio and does not permit the consolidated fixed charge coverage ratio as of the end of any fiscal quarter to be less than (i) for any fiscal quarter ending during the period from December 31, 2011 to and including September 30, 2012, 1.75 to 1.00 and (ii) for any fiscal quarter ending thereafter, 2.00 to 1.00. On August 27, 2012, the Company entered into a fourth amendment to its Senior Secured Revolving Credit Facility (the “Fourth Amendment”). The Fourth Amendment amended the Senior Secured Revolving Credit Facility to add the Australian dollar as an alternative currency and increased the alternative currency sublimit from USD $60.0 million to USD $100.0 million. On June 27, 2013, the Company entered into a fifth amendment to its Senior Secured Revolving Credit Facility (the “Fifth Amendment”). Among other changes, the Fifth Amendment modifies the Credit Agreement to permit an implementation of an auto-borrow agreement between the swing line lender and the Company to facilitate cash management, incorporates new provisions related to swap regulations and updates various provisions related to the LIBOR rate, Foreign Account Tax Compliance Act and the International Financial Reporting Standards. On February 3, 2014, the Company entered into a sixth amendment to its Senior Secured Revolving Credit Facility (the “Sixth Amendment”). The Sixth Amendment (i) allowed the Company to consummate the acquisition of Gould & Lamb, and (ii) allows the Company to acquire a target (a) with negative trailing twelve month adjusted EBITDA (as defined in the senior secured revolving credit facility) if the purchase price of such acquisition is less than $5.0 million, (b) with trailing twelve month adjusted EBITDA (as defined in the senior secured revolving credit facility) of less than or equal to $3,000,000 without delivering to the lenders a quality of earnings report regarding such target and (c) without delivering pro forma projections of the Company to the lenders if the purchase price of such acquisition is less than $75.0 million, in each case, without prior lender consent. On April 16, 2015, the Company entered into the Amended and Restated Credit Facility. 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 Amended and Restated Credit Facility was extended for five years from the date of the amendment to April 2020. Borrowings under the Amended and Restated 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 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated Credit Facility ("First Amendment"). The First Amendment amended the definition of "Change of Control" in the Amended and Restated Credit Facility. As of March 31, 2016, the Company had $50.0 million outstanding under the Amended and Restated Credit Facility, resulting in $250.0 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 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 and to amend the discount margin to 2.05% over Base Rate (0.5% rate on March 31, 2016). The working capital facility operates on a co-terminus and cross-default basis with other facilities provided by Barclays and with the Amended and Restated Credit Facility. As of March 31, 2016, UKIM had $6.0 million outstanding under the working capital facility, resulting in approximately $1.2 million in availability. On May 12, 2011, the Company's indirect 100% owned subsidiary Premex Group Limited ("Premex") entered into a Sales Finance Agreement (the "Premex SFA") with Barclays, pursuant to which Barclays provides Premex a working capital facility of up to £26,500,000, subject to the terms and conditions of the Premex SFA. The working capital facility bore a discount margin of 2.4% over Base Rate and served 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 and to amend the discount margin to 2.05% over Base Rate (0.5% at March 31, 2016). The working capital facility operates on a co-terminus and cross-default basis with other facilities provided by Barclays and with the Amended and Restated Credit Facility. As of March 31, 2016, Premex had $26.6 million outstanding under the working capital facility, resulting in approximately $11.5 million in availability. |
Note 10 - Borrowings Under the
Note 10 - Borrowings Under the Senior Secured Revolving Credit Facility (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Pricing Tier 1 [Member] | Minimum [Member] | |
Consolidated Leverage Ratio | 4 |
Pricing Tier 1 [Member] | Eurodollar [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 1.75% |
Pricing Tier 1 [Member] | |
Commitment Fee/Unused Line Fee | 0.45% |
Letter of Credit Fee | 2.75% |
Debt Instrument, Interest Rate, Stated Percentage | 2.75% |
Pricing Tier 2 [Member] | Minimum [Member] | |
Consolidated Leverage Ratio | 3.5 |
Pricing Tier 2 [Member] | Maximum [Member] | |
Consolidated Leverage Ratio | 4 |
Pricing Tier 2 [Member] | Eurodollar [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 1.50% |
Pricing Tier 2 [Member] | |
Commitment Fee/Unused Line Fee | 0.40% |
Letter of Credit Fee | 2.50% |
Debt Instrument, Interest Rate, Stated Percentage | 2.50% |
Pricing Tier 3 [Member] | Minimum [Member] | |
Consolidated Leverage Ratio | 3 |
Pricing Tier 3 [Member] | Maximum [Member] | |
Consolidated Leverage Ratio | 3.5 |
Pricing Tier 3 [Member] | Eurodollar [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 1.25% |
Pricing Tier 3 [Member] | |
Commitment Fee/Unused Line Fee | 0.35% |
Letter of Credit Fee | 2.25% |
Debt Instrument, Interest Rate, Stated Percentage | 2.25% |
Pricing Tier 4 [Member] | Minimum [Member] | |
Consolidated Leverage Ratio | 2.5 |
Pricing Tier 4 [Member] | Maximum [Member] | |
Consolidated Leverage Ratio | 3 |
Pricing Tier 4 [Member] | Eurodollar [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 1.00% |
Pricing Tier 4 [Member] | |
Commitment Fee/Unused Line Fee | 0.30% |
Letter of Credit Fee | 2.00% |
Debt Instrument, Interest Rate, Stated Percentage | 2.00% |
Pricing Tier 5 [Member] | Maximum [Member] | |
Consolidated Leverage Ratio | 2.5 |
Pricing Tier 5 [Member] | Eurodollar [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 0.75% |
Pricing Tier 5 [Member] | |
Commitment Fee/Unused Line Fee | 0.30% |
Letter of Credit Fee | 1.75% |
Debt Instrument, Interest Rate, Stated Percentage | 1.75% |
Note 10 - Future Maturities of
Note 10 - Future Maturities of Long-Term Debt (Details) | Mar. 31, 2016USD ($) |
Nine months ended December 31, 2016 | $ 0 |
2,017 | 0 |
2,018 | 32,578,000 |
2,019 | 0 |
2,020 | 50,000,000 |
Thereafter | 500,000,000 |
Total | $ 582,578,000 |
Note 11 - Financial Instrumen58
Note 11 - Financial Instruments (Details Textual) £ in Millions, AUD in Millions | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015GBP (£) | Sep. 30, 2013GBP (£) | Jun. 30, 2013AUD |
Other Current Liabilities [Member] | |||||
Derivative Liability | $ 2,100,000 | $ 1,200,000 | |||
Other Current Assets [Member] | |||||
Derivative Liability | 848,000 | ||||
Derivative, Amount of Hedged Item | £ 35 | £ 40 | AUD 60 | ||
Derivative Liability | $ 367,000 |
Note 12 - Unrecognized Tax Bene
Note 12 - Unrecognized Tax Benefits (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Unrecognized tax benefits | $ 1,924,000 |
Increase to prior year tax positions | 95,000 |
Increase to current year tax positions | $ 445,000 |
Expiration of the statute of limitations for the assessment of taxes | |
Decrease related to settlements | $ 0 |
Unrecognized tax benefits | $ 2,464,000 |
Note 13 - Segment and Geograp60
Note 13 - Segment and Geographical Information (Details Textual) | 3 Months Ended |
Mar. 31, 2016 | |
Number of Operating Segments | 4 |
Note 13 - Revenues by Product G
Note 13 - Revenues by Product Group (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
IME and Other Related Services [Member] | |||
Revenue | [1] | $ 182,997 | $ 167,345 |
Peer and Bill Review Medicare Compliance and Case Management [Member] | |||
Revenue | [1] | 43,506 | 28,971 |
Revenue | $ 226,503 | $ 196,316 | |
[1] | Includes the results of certain of the Company's service centers acquired whose revenues are generated substantially through the indicated product group. Outside of this presentation, other product groups are not tracked within the Company's financial systems. Additionally, other related services, which include any Medicare compliance services and case management services completed at the Company's historic service centers in the periods presented, are not separately captured within the Company's financial systems and have been included with IME services in the above presentation as separate presentation is not practicable. With the Company's acquisition of Gould & Lamb in February 2014 and Ability Services Network and MedAllocators in June 2014, Medicare compliance services and case management services have been added to the presentation above. Additionally with the acquisition of ABI in January 2016, medical record retrieval and document management services have been added to the presentation above. None of the individual services within the peer and bill reviews, Medicare compliance, case management, medical record retrieval and document management services categories above represent more than 10% of consolidated revenues. |
Note 13 - Segment Information (
Note 13 - Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | ||||
UNITED STATES | ||||||
Revenues | [1] | $ 149,440 | $ 121,718 | |||
Segment profit | [1] | 22,905 | 19,522 | |||
Depreciation and amortization expense | [1] | 10,752 | 9,411 | |||
Capital expenditures | [1] | (1,178) | (1,670) | |||
Total assets | [1],[2] | 702,747 | 598,165 | |||
Long-lived assets (2)(3) | [1],[2],[3] | 570,681 | 471,040 | |||
CANADA | ||||||
Revenues | [1] | 9,454 | 7,949 | |||
Segment profit | [1] | 968 | 634 | |||
Depreciation and amortization expense | [1] | 56 | 582 | |||
Capital expenditures | [1] | (27) | (114) | |||
Total assets | [1],[2] | 29,341 | 22,343 | |||
Long-lived assets (2)(3) | [1],[2],[3] | 17,515 | 15,613 | |||
UNITED KINGDOM | ||||||
Revenues | [1] | 47,933 | 47,444 | |||
Segment profit | [1] | 9,779 | 7,699 | |||
Depreciation and amortization expense | [1] | 3,539 | 2,383 | |||
Capital expenditures | [1] | (178) | (189) | |||
Total assets | [1],[2] | 295,222 | 236,186 | |||
Long-lived assets (2)(3) | [1],[2],[3] | 133,337 | 92,703 | |||
AUSTRALIA | ||||||
Revenues | [1] | 19,676 | 19,205 | |||
Segment profit | [1] | 3,832 | 4,097 | |||
Depreciation and amortization expense | [1] | 2,289 | 2,472 | |||
Capital expenditures | [1] | (1,354) | (256) | |||
Total assets | [1],[2] | 86,450 | 83,228 | |||
Long-lived assets (2)(3) | [1],[2],[3] | 63,192 | 68,227 | |||
Revenues | [1] | 226,503 | 196,316 | |||
Segment profit | [1] | 37,484 | 31,952 | |||
Depreciation and amortization expense | [1] | 16,636 | 14,848 | |||
Capital expenditures | [1] | (2,737) | (2,229) | |||
Total assets | 1,113,760 | [1],[2] | 939,922 | [1],[2] | $ 1,044,807 | |
Long-lived assets (2)(3) | [1],[2],[3] | $ 784,725 | $ 647,583 | |||
[1] | For segment purposes, the Company defines "segment profit" as earnings before interest expenses, income taxes, depreciation and amortization, share-based compensation expenses, acquisition related transaction costs and other expenses. A consolidated reconciliation from segment profit to income from operations is included below. | |||||
[2] | Total assets and long-lived assets include goodwill. Goodwill recorded in connection with certain tax benefits to be realized in the Company's U.S. income tax returns has been reflected in the United States segment. | |||||
[3] | Long-lived assets are noncurrent assets excluding deferred tax assets and deferred financing costs. |
Note 13 - Reconciliation of Seg
Note 13 - Reconciliation of Segment Profit to the Consolidated Statement of Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Segment Profit | [1] | $ 37,484 | $ 31,952 |
Depreciation and amortization | [1] | (16,636) | (14,848) |
Share-based compensation expense | (5,419) | (6,136) | |
Acquisition related transaction costs | (1,058) | (559) | |
Other income (expenses) | (969) | 731 | |
Income from operations | $ 13,402 | $ 11,140 | |
[1] | For segment purposes, the Company defines "segment profit" as earnings before interest expenses, income taxes, depreciation and amortization, share-based compensation expenses, acquisition related transaction costs and other expenses. A consolidated reconciliation from segment profit to income from operations is included below. |
Note 14 - Condensed Consolida64
Note 14 - Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Guarantor Subsidiaries [Member] | |||
Revenues | $ 149,439 | $ 121,718 | |
Costs and expenses: | |||
Costs of revenues | 102,001 | 82,334 | |
Selling, general and administrative expenses | 27,807 | 23,014 | |
Depreciation and amortization | 10,753 | 9,411 | |
Total costs and expenses | 140,561 | 114,759 | |
Income from operations | 8,878 | 6,959 | |
Interest and other expenses, net | 7,074 | 6,409 | |
Loss before income taxes | 1,804 | 550 | |
Provision (benefit) for income taxes | 492 | (594) | |
Net income (loss) before earnings of consolidated subsidiaries | 1,312 | 1,144 | |
Net income (loss) of consolidated subsidiaries | 1,948 | 880 | |
Net income | 3,260 | 2,024 | |
Revenues | 149,439 | 121,718 | |
Non-Guarantor Subsidiaries [Member] | |||
Revenues | 77,064 | 74,598 | |
Costs and expenses: | |||
Costs of revenues | 47,125 | 45,842 | |
Selling, general and administrative expenses | 19,532 | 19,138 | |
Depreciation and amortization | 5,883 | 5,437 | |
Total costs and expenses | 72,540 | 70,417 | |
Income from operations | 4,524 | 4,181 | |
Interest and other expenses, net | 1,325 | 1,595 | |
Loss before income taxes | 3,199 | 2,586 | |
Provision (benefit) for income taxes | 1,251 | 1,706 | |
Net income (loss) before earnings of consolidated subsidiaries | $ 1,948 | $ 880 | |
Net income (loss) of consolidated subsidiaries | |||
Net income | $ 1,948 | $ 880 | |
Revenues | $ 77,064 | $ 74,598 | |
Parent Company [Member] | |||
Revenues | |||
Costs and expenses: | |||
Costs of revenues | |||
Selling, general and administrative expenses | |||
Depreciation and amortization | |||
Total costs and expenses | |||
Income from operations | |||
Interest and other expenses, net | |||
Loss before income taxes | |||
Provision (benefit) for income taxes | |||
Net income (loss) before earnings of consolidated subsidiaries | |||
Net income (loss) of consolidated subsidiaries | $ 1,948 | $ 880 | |
Net income | $ 1,948 | $ 880 | |
Revenues | |||
Consolidation, Eliminations [Member] | |||
Revenues | |||
Costs and expenses: | |||
Costs of revenues | |||
Selling, general and administrative expenses | |||
Depreciation and amortization | |||
Total costs and expenses | |||
Income from operations | |||
Interest and other expenses, net | |||
Loss before income taxes | |||
Provision (benefit) for income taxes | |||
Net income (loss) before earnings of consolidated subsidiaries | |||
Net income (loss) of consolidated subsidiaries | $ (3,896) | $ (1,760) | |
Net income | $ (3,896) | $ (1,760) | |
Revenues | |||
Revenues | $ 226,503 | $ 196,316 | |
Costs of revenues | 149,126 | 128,176 | |
Selling, general and administrative expenses | 47,339 | 42,152 | |
Depreciation and amortization | [1] | 16,636 | 14,848 |
Total costs and expenses | 213,101 | 185,176 | |
Income from operations | 13,402 | 11,140 | |
Interest and other expenses, net | 8,399 | 8,004 | |
Loss before income taxes | 5,003 | 3,136 | |
Provision (benefit) for income taxes | 1,743 | 1,112 | |
Net income (loss) before earnings of consolidated subsidiaries | $ 3,260 | $ 2,024 | |
Net income (loss) of consolidated subsidiaries | |||
Net income | $ 3,260 | $ 2,024 | |
Revenues | $ 226,503 | $ 196,316 | |
[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 Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |||
Guarantor Subsidiaries [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ 1,554 | $ 33,011 | $ 9,204 | $ 388 | |||
Accounts receivable, net | 77,277 | 68,896 | |||||
Intercompany receivable | 61,586 | 57,394 | |||||
Prepaid expenses | $ 8,083 | 10,398 | |||||
Other current assets | 848 | ||||||
Total current assets | $ 148,500 | 170,547 | |||||
Property, equipment and leasehold improvements, net | 13,877 | 12,695 | |||||
Investment in subsidiaries | 282,062 | 280,114 | |||||
Intercompany notes receivable | 174,413 | 174,421 | |||||
Goodwill | 469,161 | 398,045 | |||||
Intangible assets, net | $ 76,555 | $ 46,423 | |||||
Long-term accounts receivable, less current portion | |||||||
Deferred tax assets, noncurrent | $ 37,467 | $ 47,363 | |||||
Deferred financing costs, net | 2,296 | 2,416 | |||||
Other assets | 885 | 725 | |||||
Total assets | 1,205,216 | 1,132,749 | |||||
Current liabilities: | |||||||
Accounts payable | 29,192 | 24,072 | |||||
Intercompany payable | 13,414 | 6,245 | |||||
Accrued expenses | $ 11,967 | $ 13,150 | |||||
Accrued interest expense | |||||||
Deferred revenue | $ 222 | $ 138 | |||||
Other current liabilities | 4,432 | 3,383 | |||||
Total current liabilities | $ 61,783 | $ 46,988 | |||||
Senior unsecured notes payable | |||||||
Senior secured revolving credit facility and working capital facilities, less current portion | |||||||
Intercompany notes payable | $ 174,413 | $ 174,421 | |||||
Deferred tax liability, noncurrent | |||||||
Other long-term liabilities | $ 3,232 | $ 2,950 | |||||
Total liabilities | $ 244,507 | 224,359 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | $ 960,709 | 908,390 | |||||
Total liabilities and stockholders' equity (deficit) | 1,205,216 | 1,132,749 | |||||
Current portion of contingent earnout obligation | 2,556 | ||||||
Long-term contingent earnout obligation, less current portion | 5,079 | ||||||
Non-Guarantor Subsidiaries [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | 14,445 | 14,854 | $ 11,078 | $ 9,363 | |||
Accounts receivable, net | $ 171,785 | $ 176,553 | |||||
Intercompany receivable | |||||||
Prepaid expenses | $ 11,831 | $ 6,411 | |||||
Other current assets | 1,078 | 1,110 | |||||
Total current assets | 199,139 | 198,928 | |||||
Property, equipment and leasehold improvements, net | $ 8,387 | $ 7,450 | |||||
Investment in subsidiaries | |||||||
Intercompany notes receivable | |||||||
Goodwill | $ 112,218 | $ 110,252 | |||||
Intangible assets, net | 32,854 | 38,250 | |||||
Long-term accounts receivable, less current portion | 67,495 | 62,717 | |||||
Deferred tax assets, noncurrent | 3,129 | 3,042 | |||||
Deferred financing costs, net | 90 | 104 | |||||
Other assets | 3,293 | 3,244 | |||||
Total assets | 426,605 | 423,987 | |||||
Current liabilities: | |||||||
Accounts payable | 36,756 | 36,527 | |||||
Intercompany payable | 61,586 | 57,394 | |||||
Accrued expenses | $ 43,294 | $ 47,598 | |||||
Accrued interest expense | |||||||
Deferred revenue | $ 3,276 | $ 3,546 | |||||
Other current liabilities | 2,850 | 5,673 | |||||
Total current liabilities | $ 147,762 | $ 150,738 | |||||
Senior unsecured notes payable | |||||||
Senior secured revolving credit facility and working capital facilities, less current portion | $ 32,578 | $ 35,243 | |||||
Intercompany notes payable | 174,413 | 174,421 | |||||
Deferred tax liability, noncurrent | 3,250 | 3,333 | |||||
Other long-term liabilities | 10,993 | 9,788 | |||||
Total liabilities | $ 368,996 | 373,523 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | $ 57,609 | 50,464 | |||||
Total liabilities and stockholders' equity (deficit) | $ 426,605 | $ 423,987 | |||||
Current portion of contingent earnout obligation | |||||||
Long-term contingent earnout obligation, less current portion | |||||||
Parent Company [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | |||||||
Accounts receivable, net | |||||||
Intercompany receivable | $ 13,414 | $ 6,245 | |||||
Prepaid expenses | |||||||
Other current assets | |||||||
Total current assets | $ 13,414 | $ 6,245 | |||||
Property, equipment and leasehold improvements, net | |||||||
Investment in subsidiaries | $ 895,039 | $ 800,743 | |||||
Intercompany notes receivable | $ 174,413 | $ 174,421 | |||||
Goodwill | |||||||
Intangible assets, net | |||||||
Long-term accounts receivable, less current portion | |||||||
Deferred tax assets, noncurrent | |||||||
Deferred financing costs, net | |||||||
Other assets | |||||||
Total assets | $ 1,082,866 | $ 981,409 | |||||
Current liabilities: | |||||||
Accounts payable | |||||||
Intercompany payable | |||||||
Accrued expenses | |||||||
Accrued interest expense | $ 13,414 | $ 6,245 | |||||
Deferred revenue | |||||||
Other current liabilities | |||||||
Total current liabilities | $ 13,414 | $ 6,245 | |||||
Senior unsecured notes payable | 493,359 | $ 493,126 | |||||
Senior secured revolving credit facility and working capital facilities, less current portion | $ 50,000 | ||||||
Intercompany notes payable | |||||||
Deferred tax liability, noncurrent | |||||||
Other long-term liabilities | |||||||
Total liabilities | $ 556,773 | $ 499,371 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | $ 526,093 | 482,038 | |||||
Total liabilities and stockholders' equity (deficit) | $ 1,082,866 | $ 981,409 | |||||
Current portion of contingent earnout obligation | |||||||
Long-term contingent earnout obligation, less current portion | |||||||
Consolidation, Eliminations [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | |||||||
Accounts receivable, net | |||||||
Intercompany receivable | $ (75,000) | $ (63,639) | |||||
Prepaid expenses | |||||||
Other current assets | |||||||
Total current assets | $ (75,000) | $ (63,639) | |||||
Property, equipment and leasehold improvements, net | |||||||
Investment in subsidiaries | $ (1,177,101) | $ (1,080,857) | |||||
Intercompany notes receivable | $ (348,826) | $ (348,842) | |||||
Goodwill | |||||||
Intangible assets, net | |||||||
Long-term accounts receivable, less current portion | |||||||
Deferred tax assets, noncurrent | |||||||
Deferred financing costs, net | |||||||
Other assets | |||||||
Total assets | $ (1,600,927) | $ (1,493,338) | |||||
Current liabilities: | |||||||
Accounts payable | |||||||
Intercompany payable | $ (75,000) | $ (63,639) | |||||
Accrued expenses | |||||||
Accrued interest expense | |||||||
Deferred revenue | |||||||
Other current liabilities | |||||||
Total current liabilities | $ (75,000) | $ (63,639) | |||||
Senior unsecured notes payable | |||||||
Senior secured revolving credit facility and working capital facilities, less current portion | |||||||
Intercompany notes payable | $ (348,826) | $ (348,842) | |||||
Deferred tax liability, noncurrent | |||||||
Other long-term liabilities | |||||||
Total liabilities | $ (423,826) | $ (412,481) | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | $ (1,177,101) | (1,080,857) | |||||
Total liabilities and stockholders' equity (deficit) | $ (1,600,927) | (1,493,338) | |||||
Current portion of contingent earnout obligation | |||||||
Long-term contingent earnout obligation, less current portion | |||||||
Cash and cash equivalents | $ 15,999 | 47,865 | $ 20,282 | $ 9,751 | |||
Accounts receivable, net | $ 249,062 | $ 245,449 | |||||
Intercompany receivable | |||||||
Prepaid expenses | $ 19,914 | $ 16,809 | |||||
Other current assets | 1,078 | 1,958 | |||||
Total current assets | 286,053 | 312,081 | |||||
Property, equipment and leasehold improvements, net | $ 22,264 | $ 20,145 | |||||
Investment in subsidiaries | |||||||
Intercompany notes receivable | |||||||
Goodwill | [1] | $ 581,379 | $ 508,297 | ||||
Intangible assets, net | 109,409 | 84,673 | |||||
Long-term accounts receivable, less current portion | 67,495 | 62,717 | |||||
Deferred tax assets, noncurrent | 40,596 | 50,405 | |||||
Deferred financing costs, net | 2,386 | 2,520 | |||||
Other assets | 4,178 | 3,969 | |||||
Total assets | 1,113,760 | [2],[3] | 1,044,807 | $ 939,922 | [2],[3] | ||
Accounts payable | $ 65,948 | $ 60,599 | |||||
Intercompany payable | |||||||
Accrued expenses | $ 55,261 | $ 60,748 | |||||
Accrued interest expense | 13,414 | 6,245 | |||||
Deferred revenue | 3,498 | 3,684 | |||||
Other current liabilities | 7,282 | 9,056 | |||||
Total current liabilities | 147,959 | 140,332 | |||||
Senior unsecured notes payable | 493,359 | 493,126 | |||||
Senior secured revolving credit facility and working capital facilities, less current portion | $ 82,578 | $ 35,243 | |||||
Intercompany notes payable | |||||||
Deferred tax liability, noncurrent | $ 3,250 | $ 3,333 | |||||
Other long-term liabilities | 14,225 | 12,738 | |||||
Total liabilities | $ 746,450 | $ 684,772 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity (deficit) | $ 367,310 | $ 360,035 | |||||
Total liabilities and stockholders' equity (deficit) | 1,113,760 | $ 1,044,807 | |||||
Current portion of contingent earnout obligation | 2,556 | ||||||
Long-term contingent earnout obligation, less current portion | $ 5,079 | ||||||
[1] | Goodwill recorded in connection with certain tax benefits to be realized in the Company’s U.S. income tax returns has been reflected in the United States segment. | ||||||
[2] | For segment purposes, the Company defines "segment profit" as earnings before interest expenses, income taxes, depreciation and amortization, share-based compensation expenses, acquisition related transaction costs and other expenses. A consolidated reconciliation from segment profit to income from operations is included below. | ||||||
[3] | Total assets and long-lived assets include goodwill. Goodwill recorded in connection with certain tax benefits to be realized in the Company's U.S. income tax returns has been reflected in the United States segment. |
Note 14 - Condensed Consolida66
Note 14 - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Guarantor Subsidiaries [Member] | ||
Net cash provided by operating activities | $ 13,500 | $ 2,226 |
Cash paid for acquisitions, net | (92,348) | (2,299) |
Purchases of building, equipment and leasehold improvements, net | (1,179) | (1,670) |
Working capital and other settlements for acquisitions | (271) | (91) |
Proceeds from foreign currency net investment hedges | 1,649 | 4,812 |
Other | (150) | (1,250) |
Net cash used in investing activities | $ (92,299) | $ (498) |
Borrowings under senior secured revolving credit facility | ||
Proceeds from the exercise of options and warrants | ||
Excess tax benefit related to share-based compensation | ||
Net repayments under working capital facilities | ||
Repayment of contingent earnout obligation | ||
Repayment under senior secured revolving credit facility | ||
Intercompany notes and investments and other | $ 47,342 | $ 7,088 |
Net cash provided by (used in) financing activities | $ 47,342 | $ 7,088 |
Exchange rate impact on cash and cash equivalents | ||
Net increase in cash and cash equivalents | $ (31,457) | $ 8,816 |
Cash and cash equivalents, beginning of period | 33,011 | 388 |
Cash and cash equivalents, end of period | $ 1,554 | 9,204 |
Purchases of stock for treasury | ||
Non-Guarantor Subsidiaries [Member] | ||
Net cash provided by operating activities | $ 2,266 | $ 3,938 |
Cash paid for acquisitions, net | ||
Purchases of building, equipment and leasehold improvements, net | $ (1,558) | $ (559) |
Working capital and other settlements for acquisitions | ||
Proceeds from foreign currency net investment hedges | ||
Other | ||
Net cash used in investing activities | $ (1,558) | $ (559) |
Borrowings under senior secured revolving credit facility | ||
Proceeds from the exercise of options and warrants | ||
Excess tax benefit related to share-based compensation | ||
Net repayments under working capital facilities | $ (1,623) | $ (132) |
Repayment of contingent earnout obligation | $ (1,023) | |
Repayment under senior secured revolving credit facility | ||
Intercompany notes and investments and other | ||
Net cash provided by (used in) financing activities | $ (1,623) | $ (1,155) |
Exchange rate impact on cash and cash equivalents | 506 | (509) |
Net increase in cash and cash equivalents | (409) | 1,715 |
Cash and cash equivalents, beginning of period | 14,854 | 9,363 |
Cash and cash equivalents, end of period | $ 14,445 | $ 11,078 |
Purchases of stock for treasury | ||
Parent Company [Member] | ||
Net cash provided by operating activities | ||
Cash paid for acquisitions, net | ||
Purchases of building, equipment and leasehold improvements, net | ||
Working capital and other settlements for acquisitions | ||
Proceeds from foreign currency net investment hedges | ||
Other | ||
Net cash used in investing activities | ||
Borrowings under senior secured revolving credit facility | $ 75,000 | $ 25,478 |
Proceeds from the exercise of options and warrants | 582 | 8,855 |
Excess tax benefit related to share-based compensation | $ 4,766 | $ 2,086 |
Net repayments under working capital facilities | ||
Repayment of contingent earnout obligation | ||
Repayment under senior secured revolving credit facility | $ (25,000) | $ (29,331) |
Intercompany notes and investments and other | $ (47,342) | $ (7,088) |
Net cash provided by (used in) financing activities | ||
Exchange rate impact on cash and cash equivalents | ||
Net increase in cash and cash equivalents | ||
Cash and cash equivalents, beginning of period | ||
Cash and cash equivalents, end of period | ||
Purchases of stock for treasury | $ (8,006) | |
Consolidation, Eliminations [Member] | ||
Net cash provided by operating activities | ||
Cash paid for acquisitions, net | ||
Purchases of building, equipment and leasehold improvements, net | ||
Working capital and other settlements for acquisitions | ||
Proceeds from foreign currency net investment hedges | ||
Other | ||
Net cash used in investing activities | ||
Borrowings under senior secured revolving credit facility | ||
Proceeds from the exercise of options and warrants | ||
Excess tax benefit related to share-based compensation | ||
Net repayments under working capital facilities | ||
Repayment of contingent earnout obligation | ||
Repayment under senior secured revolving credit facility | ||
Intercompany notes and investments and other | ||
Net cash provided by (used in) financing activities | ||
Exchange rate impact on cash and cash equivalents | ||
Net increase in cash and cash equivalents | ||
Cash and cash equivalents, beginning of period | ||
Cash and cash equivalents, end of period | ||
Purchases of stock for treasury | ||
Net cash provided by operating activities | $ 15,766 | $ 6,164 |
Cash paid for acquisitions, net | (92,348) | (2,299) |
Purchases of building, equipment and leasehold improvements, net | (2,737) | (2,229) |
Working capital and other settlements for acquisitions | (271) | (91) |
Proceeds from foreign currency net investment hedges | 1,649 | 4,812 |
Other | (150) | (1,250) |
Net cash used in investing activities | (93,857) | (1,057) |
Borrowings under senior secured revolving credit facility | 75,000 | 25,478 |
Proceeds from the exercise of options and warrants | 582 | 8,855 |
Excess tax benefit related to share-based compensation | 4,766 | 2,086 |
Net repayments under working capital facilities | $ (1,623) | (132) |
Repayment of contingent earnout obligation | (1,023) | |
Repayment under senior secured revolving credit facility | $ (25,000) | $ (29,331) |
Intercompany notes and investments and other | ||
Net cash provided by (used in) financing activities | $ 45,719 | $ 5,933 |
Exchange rate impact on cash and cash equivalents | 506 | (509) |
Net increase in cash and cash equivalents | (31,866) | 10,531 |
Cash and cash equivalents, beginning of period | 47,865 | 9,751 |
Cash and cash equivalents, end of period | 15,999 | $ 20,282 |
Purchases of stock for treasury | $ (8,006) |
Note 15 - Subsequent Events (De
Note 15 - Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Apr. 27, 2016 | Sep. 30, 2016 | Apr. 05, 2016 |
Subsequent Event [Member] | Prizm LLC [Member] | |||
Business Combination, Annual Expected Revenues of Acquiree | $ 10 | ||
Subsequent Event [Member] | ExamWorks Group, Inc. [Member] | Affiliate of Leonard Green & Partners, L.P. [Member] | |||
Business Acquisition, Share Price | $ 35.05 | ||
Subsequent Event [Member] | ExamWorks Group, Inc. [Member] | |||
Go Shop Period | 25 days | ||
ExamWorks Group, Inc. [Member] | Affiliate of Leonard Green & Partners, L.P. [Member] | Scenario, Forecast [Member] | |||
Business Combination, Consideration Transferred | $ 2,200 |