Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 05, 2015 | |
Document Documentand Entity Information [Abstract] | ||
Entity Registrant Name | Performant Financial Corporation | |
Entity Central Index Key | 1,550,695 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 49,476,896 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 78,277 | $ 80,298 |
Trade accounts receivable, net of allowance for doubtful accounts of $221 and $32, respectively | 13,793 | 15,047 |
Deferred income taxes | 7,643 | 7,605 |
Prepaid expenses and other current assets | 12,044 | 12,559 |
Income tax receivable | 557 | 4,394 |
Debt issuance costs, current portion | 1,099 | 986 |
Total current assets | 113,413 | 120,889 |
Property, equipment, and leasehold improvements, net | 25,592 | 27,647 |
Identifiable intangible assets, net | 26,018 | 29,093 |
Goodwill | 82,522 | 82,522 |
Debt issuance costs, net | 1,301 | 2,456 |
Other assets | 194 | 222 |
Total assets | 249,040 | 262,829 |
Current liabilities: | ||
Current maturities of notes payable | 9,076 | 9,820 |
Accrued salaries and benefits | 7,691 | 5,380 |
Accounts payable | 2,508 | 1,370 |
Other current liabilities | 5,519 | 8,452 |
Estimated liability for appeals | 18,943 | 18,625 |
Net payable to client | 14,689 | 12,110 |
Total current liabilities | 58,426 | 55,757 |
Notes payable, net of current portion | 87,451 | 101,975 |
Deferred income taxes | 10,384 | 11,666 |
Other liabilities | 2,600 | 2,259 |
Total liabilities | $ 158,861 | $ 171,657 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value. Authorized, 500,000 shares at September 30, 2015 and December 31, 2014; issued and outstanding 49,465 and 49,350 shares at September 30, 2015 and December 31, 2014, respectively | $ 5 | $ 5 |
Additional paid-in capital | 60,326 | 57,329 |
Retained earnings | 29,848 | 33,838 |
Total stockholders’ equity | 90,179 | 91,172 |
Total liabilities and stockholders’ equity | $ 249,040 | $ 262,829 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 221 | $ 32 |
Common Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, authorized shares (in shares) | 500,000,000 | 500,000,000 |
Common Stock, issued shares (in shares) | 49,465,000 | 49,350,000 |
Common Stock, outstanding shares (in shares) | 49,465,000 | 49,350,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 38,506 | $ 39,640 | $ 118,327 | $ 155,683 |
Operating expenses: | ||||
Salaries and benefits | 21,729 | 22,180 | 67,595 | 71,236 |
Other operating expenses | 14,096 | 15,658 | 48,801 | 56,304 |
Total operating expenses | 35,825 | 37,838 | 116,396 | 127,540 |
Income from operations | 2,681 | 1,802 | 1,931 | 28,143 |
Interest expense | (2,137) | (2,456) | (6,800) | (7,765) |
Income (loss) before provision for (benefit from) income taxes | 544 | (654) | (4,869) | 20,378 |
Provision for (benefit from) income taxes | 858 | (175) | (879) | 8,599 |
Net income (loss) | $ (314) | $ (479) | $ (3,990) | $ 11,779 |
Net income (loss) per share | ||||
Basic (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.08) | $ 0.24 |
Diluted (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.08) | $ 0.24 |
Weighted average shares (in shares) | ||||
Basic (in shares) | 49,436 | 49,004 | 49,394 | 48,641 |
Diluted (in shares) | 49,436 | 49,004 | 49,394 | 49,758 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (3,990) | $ 11,779 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
(Gain) loss on disposal of asset | (594) | 29 |
Depreciation and amortization | 10,094 | 9,058 |
Deferred income taxes | (1,320) | (1,975) |
Stock-based compensation | 3,398 | 2,621 |
Interest expense from debt issuance costs and amortization of discount note payable | 957 | 887 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | 1,254 | 2,995 |
Prepaid expenses and other current assets | 515 | (7,862) |
Income tax receivable | 3,837 | (3,056) |
Other assets | 163 | 46 |
Accrued salaries and benefits | 2,311 | (4,943) |
Accounts payable | 1,138 | 59 |
Other current liabilities | (2,439) | (144) |
Income taxes payable | 0 | (103) |
Estimated liability for appeals | 318 | 1,933 |
Net payable to client | 2,579 | 13,987 |
Other liabilities | 792 | 594 |
Net cash provided by operating activities | 19,013 | 25,905 |
Cash flows from investing activities: | ||
Proceeds from sale of property, equipment, and leasehold improvements | 1,272 | 0 |
Purchase of property, equipment, and leasehold improvements | (5,635) | (6,724) |
Net cash used in investing activities | (4,363) | (6,724) |
Cash flows from financing activities: | ||
Repayment of notes payable | (15,268) | (19,054) |
Taxes paid related to net share settlement | (90) | 0 |
Proceeds from exercise of stock options | 26 | 606 |
Income tax benefit (shortfall) from employee stock options | (370) | 3,078 |
Payment of purchase obligation | (969) | (750) |
Net cash used in financing activities | (16,671) | (16,120) |
Net increase (decrease) in cash and cash equivalents | (2,021) | 3,061 |
Cash and cash equivalents at beginning of period | 80,298 | 81,909 |
Cash and cash equivalents at end of period | 78,277 | 84,970 |
Supplemental disclosures of cash flow information: | ||
Cash paid (received) for income taxes | (3,242) | 10,331 |
Cash paid for interest | $ 5,846 | $ 6,863 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Organization and Description of Business (a) Basis of Presentation and Organization The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments necessary (consisting only of normal recurring adjustments) for a fair presentation of our and our subsidiaries’ financial position at September 30, 2015 , the results of our operations for the three and nine months ended September 30, 2015 and 2014 and cash flows for the nine months ended September 30, 2015 and 2014 . Interim financial statements are prepared on a basis consistent with our annual consolidated financial statements. The interim financial statements included herein should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the years ended December 31, 2014 , 2013 and 2012 . The Company is a leading provider of technology-enabled recovery and analytics services in the United States. The Company's services help identify, restructure and recover delinquent or defaulted assets and improper payments for both government and private clients in a broad range of markets. Company clients typically operate in complex and regulated environments and outsource their recovery needs in order to reduce losses on billions of dollars of defaulted student loans, improper healthcare payments and delinquent state tax and federal treasury receivables. The Company generally provides services on an outsourced basis, where we handle many or all aspects of the clients’ recovery processes. The Company's consolidated financial statements include the operations of Performant Financial Corporation (PFC), its wholly owned subsidiary Performant Business Services, Inc., and its wholly owned subsidiaries Performant Recovery, Inc. (Recovery) and Performant Technologies, Inc. PFC is a Delaware corporation headquartered in California and was formed in 2003. Performant Business Services, Inc. is a Nevada corporation founded in 1997. Recovery is a California corporation founded in 1976. Performant Technologies, Inc. is a California corporation that was formed in 2004. All significant intercompany balances and transactions have been eliminated in consolidation. The Company is managed and operated as one business, with a single management team that reports to the Chief Executive Officer. The preparation of the consolidated financial statements in conformity with U.S. GAAP, requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, primarily accounts receivable, intangible assets, goodwill, estimated liability for appeals, accrued expenses, 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 periods. Our actual results could differ from those estimates. (b) Revenues, Accounts Receivable, and Estimated Liability for Appeals Revenue is recognized upon the collection of defaulted loan and debt payments. Loan rehabilitation revenue is recognized when the rehabilitated loans are sold (funded) by clients. Incentive revenue is recognized upon receipt of official notification of incentive award from customers. Under the Company’s Medicare Recovery Audit Contractor, or RAC, contract with Centers for Medicare and Medicaid Services, or CMS, the Company recognizes revenues when the healthcare provider has paid CMS for a given claim or has agreed to an offset against other claims by the provider. Providers have the right to appeal a claim and may pursue additional appeals if the initial appeal is found in favor of CMS. The Company accrues an estimated liability for appeals at the time revenue is recognized based on the Company's estimate of the amount of revenue probable of being refunded to CMS following successful appeal. In addition, if the Company's estimate of the liability for appeals with respect to revenues recognized during a prior period changes, the Company increases or decreases current period accruals based on such change in estimated liability. At September 30, 2015 a total of $18.9 million was presented as an allowance against revenue, representing the Company’s estimate of claims that may be overturned. Of this amount, $0.0 million was related to amounts in accounts receivable and $18.9 million was related to commissions which had already been received. The zero allowance against accounts receivable at September 30, 2015 is due to the fact that the receivable from CMS is netted against an offsetting payable for overturned audits, and at September 30, 2015 , the amount of the payable exceeded the amount of the receivable as discussed in note 1(c). The total accrued liability for appeals of $18.9 million has been presented in the caption estimated liability for appeals at September 30, 2015 . At December 31, 2014, the total appeals-related liability was $18.6 million . The $18.9 million balance at September 30, 2015 and the $18.6 million balance at December 31, 2014, represent the Company’s best estimate of the probable amount of losses related to appeals of claims for which commissions were previously collected. In addition to the $18.9 million amount accrued at September 30, 2015 , the Company estimates that it is reasonably possible that it could be required to pay an additional amount up to approximately $5.4 million as a result of potentially successful appeals. To the extent that required payments by the Company exceed the amount accrued, revenues in the applicable period would be reduced by the amount of the excess. (c) Net Payable to Client The Company nets outstanding accounts receivable invoices from an audit and recovery contract against payables for overturned audits. The overturned audits are netted against current fees due on the invoice to the client when they are processed by the client’s system. The “Net payable to client” balance of $14.7 million represents the excess of payables of $15.4 million for overturned audits offset by outstanding accounts receivable of $0.7 million at September 30, 2015 . At December 31, 2014, the net of the "Net payable to client" balance of $12.1 million was comprised of payables of $14.2 million for overturned audits offset by outstanding receivables of $2.1 million . The Company expects that the net payable-to-client balance will be paid to the client within the next twelve months. (d) Prepaid Expenses and Other Current Assets At September 30, 2015 , prepaid expenses and other current assets includes $5.7 million of amounts estimated to become due from subcontractors. The Company employs subcontractors to audit claims as part of an audit & recovery contract, and to the extent that audits by these subcontractors are overturned on appeal, the fees associated with such claims are contractually refundable to the Company. At September 30, 2015 , the receivable associated with estimated future overturns of subcontractor audits was $5.7 million . In addition, at September 30, 2015 , prepaid expenses and other current assets includes a net receivable of $3.5 million for subcontractor fees for already overturned audits refundable to the Company once the Company refunds its fees to the client as prime contractor. By comparison, at December 31, 2014, prepaid expenses and other current assets included $5.6 million of estimated future overturns of subcontractor audits, as well as a net receivable of $3.0 million for subcontractor fees for already overturned audits refundable to the Company once the Company refunds its fees to the client as prime contractor. (e) Impairment of Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or intangibles may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There was no impairment expense for long-lived assets for the three months ended September 30, 2015. For the nine months ended September 30, 2015 , an impairment expense of $0.2 million was recognized to account for the loss of a client and it has been included in other operating expenses in the consolidated statements of operations. There was no impairment expense for long-lived assets for the three and nine months ended September 30, 2014. (f) Recent Accounting Pronouncements In May 2014, FASB issued an ASU that amends the FASB ASC by creating a new Topic 606, Revenue from Contracts with Customers. The new guidance will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance on revenue recognition throughout the Industry Topics of the Codification. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. In addition, an entity should disclose sufficient qualitative and quantitative information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption of the guidance is permitted but no earlier than the original effective date of December 15, 2016. This amendment is to be either retrospectively adopted to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. We are currently evaluating the impact of the adoption of this guidance to our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” in conjunction with their initiative to reduce complexity in accounting standards. This new guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with presentation of a debt discount. ASU 2015-03 is effective for the annual and interim periods beginning on or after December 15, 2015, with early adoption permitted. We are currently evaluating the impact of the adoption of this guidance to our consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments,” that eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. This new guidance is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted. The adoption of ASU 2015-16 is not expected to have a material impact on the Company’s consolidated financial statements. |
Property, Equipment, and Leaseh
Property, Equipment, and Leasehold Improvements | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment, and Leasehold Improvements | Property, Equipment, and Leasehold Improvements On July 15, 2015, the Company completed the sale of land in San Angelo, Texas for approximately $1.3 million , net of selling fees, for a pre-tax gain of approximately $0.6 million . The proceeds were used for principal payments on our Term A Loan and Term B Loan notes under our credit agreement. Property, equipment, and leasehold improvements consist of the following at September 30, 2015 and December 31, 2014 (in thousands): September 30, December 31, Land $ 1,122 $ 1,767 Building and leasehold improvements 6,046 5,966 Furniture and equipment 5,378 5,193 Computer hardware and software 65,436 60,229 77,982 73,155 Less accumulated depreciation and amortization (52,390 ) (45,508 ) Property, equipment and leasehold improvements, net $ 25,592 $ 27,647 Depreciation expense of property, equipment and leasehold improvements was $2.3 million and $2.1 million for the three months ended September 30, 2015 and 2014 , respectively, and $7.0 million and $6.2 million for the nine months ended September 30, 2015 and 2014 , respectively. |
Credit Agreement
Credit Agreement | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Credit Agreement | Credit Agreement On March 19, 2012, the Company recapitalized by entering into a credit agreement (the Agreement) consisting of a Term A Loan of $57.0 million , a Term B Loan of $79.5 million , and a revolving credit facility of $11.0 million . On June 28, 2012, the Agreement was amended to increase the Term B Loan to $99.0 million . On November 4, 2014, the Agreement was further amended to, among other things, modify a number of existing covenants and add new covenants requiring the Company to maintain a minimum cash balance, comply with an interest coverage ratio and achieve minimum EBITDA levels. Scheduled payments under the Agreement for the next five years and thereafter are as follows (in thousands): Year Ending December 31, Amount Remainder of 2015 $ 2,269 2016 9,076 2017 8,429 2018 76,753 2019 — Thereafter — Total $ 96,527 The Term A Loan is charged interest either at Prime (subject to a 2.50% floor) +4.25% or LIBOR (subject to a 1.50% floor) +5.25% , which was 6.75% at September 30, 2015 . The Term A loan requires quarterly payments of $2.1 million , with the remaining outstanding principal balance due March 19, 2017 . As of September 30, 2015 , the Term A loan ending balance, including the current portion was $17.9 million . The Term B loan is charged interest at Prime +4.75% (subject to a 2.50% floor) or LIBOR (subject to a 1.50% floor) +5.75% which was 7.25% at September 30, 2015 . The Term B loan requires quarterly payments of $0.2 million , with the outstanding principal balance due March 19, 2018 . As of September 30, 2015 , the Term B loan ending balance, including the current portion was $78.6 million . The Company has a line of credit under the Agreement which allows for borrowings of up to $11.0 million . Borrowings accrue interest at Prime +4.25% or LIBOR +5.25% , which was 6.75% as of September 30, 2015 . Both the Prime and the LIBOR alternatives are subject to minimum rate floors. In addition, a facility fee of 0.5% is assessed on the commitment amount. There were no outstanding borrowings under this line of credit at September 30, 2015 , other than letters of credit outstanding in the amount of $2.0 million , leaving remaining borrowing capacity under the line of credit of $9.0 million at September 30, 2015 . The line of credit expires on March 19, 2017 . The Agreement contains a prepayment provision which requires the Company to perform an annual excess cash flow computation based on earnings before interest, taxes, depreciation and amortization compared to changes in working capital. Based on the results of this computation the Company made a prepayment of approximately $7.0 million to the lenders in May 2015. In addition, the Company made a prepayment of $1.3 million to the lenders in July 2015 from the sale of land in San Angelo, TX. The Agreement contains certain restrictive financial covenants, which require, among other things, that we meet a minimum fixed charge coverage ratio of 1.20 and a maximum total debt to EBITDA ratio of 3.25 . Additionally, these covenants restrict the Company and its subsidiaries’ ability to incur certain types or amounts of indebtedness, incur liens on certain assets, make material changes in corporate structure or the nature of its business, dispose of material assets, engage in a change in control transaction, make certain foreign investments, enter into certain restrictive agreements, or engage in certain transactions with affiliates. We were in compliance with all such covenants at September 30, 2015 . On November 4, 2014, the Company entered into Amendment No. 2 to its Credit Agreement (Second Amendment) in which certain financial covenants were amended and additional financial covenants were added. Under the Second Amendment, the total debt to EBITDA ratio, which required the Company to maintain a ratio of 3.25 to 1.0 as of September 30, 2014 was revised as follows: • for the computation periods ending December 31, 2014, March 31, 2015, June 30, 2015, September 30, 2015 and December 31, 2015, the Company must maintain a total debt to EBITDA ratio of 5.00 to 1.0 • for the computation periods ending March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, the Company must maintain a total debt to EBITDA ratio of 4.75 to1.0; and • for each computation period ending March 31, 2017 and thereafter, the Company must maintain a total debt to EBITDA ratio of 3.25 to1.0 In addition, the fixed charge coverage ratio of 1.20 to1.0, which was in effect for every computation period under the Credit Agreement as of September 30, 2014, has been revised under the Second Amendment to apply only to the computation periods ending September 30, 2014, March 31, 2017, and each computation period thereafter. The Second Amendment also added an interest coverage ratio, defined as the ratio of EBITDA compared to interest expense paid in cash for the computation period. Under this new financial covenant, the Company is required to maintain: • an interest coverage ratio not to be less than 2.25 to1.0 for the computation periods ending December 31, 2014, March 31, 2015, June 30,2015, September 30, 2015, and December 31, 2015; and • an interest coverage ratio not to be less than of 2.50 to1.0 for the computation period ending March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016. In addition, among other things, under the Second Amendment, the Company is now required to maintain minimum adjusted cash balances of $35.0 million from November 4, 2014 through December 31, 2015, and minimum adjusted cash balances of $30.0 million from January 1, 2016 through December 31, 2016. Further, under the Second Amendment, the Company must maintain EBITDA for any trailing twelve month period of not less than $20.0 million beginning with the month ending November 30, 2014 through the month ending December 31, 2016. Also, pursuant to the terms of the Second Amendment, the lenders are not required to make new loans or issue new letters of credit under the Company's line of credit when the total debt to EBITDA ratio exceeds 3.25 to 1.0. Lastly, under the Second Amendment, capital expenditures of the Company in the years ending December 31, 2014, December 31, 2015, and December 31, 2016, are not permitted to exceed $12.5 million . Interest charged under the Credit Agreement as revised by the Second Amendment is a function of the total debt to EBITDA ratio, adjusted quarterly. When the total debt to EBITDA ratio is greater than 4.0 to1.00, the Term A loan is charged interest either at Prime + 4.75% or LIBOR + 5.75% , while the Term B loan is charged interest either at Prime + 5.25% or LIBOR + 6.25% . When the total debt to EBITDA ratio is equal to or less than 4.0 to1.00, the Term A loan is charged interest either at Prime + 4.25% or LIBOR + 5.25% , while the Term B loan is charged interest either at Prime + 4.75% or LIBOR + 5.75% . Fees for the Second Amendment of $0.5 million were paid to the lenders on November 4, 2014. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We have entered into various non-cancelable operating lease agreements for certain of our office facilities and equipment with original lease periods expiring between 2015 and 2021 . Certain of these arrangements have free rent periods and /or escalating rent payment provisions, and we recognize rent expense under such arrangements on a straight-line basis. Future minimum rental commitments under non-cancelable leases as of September 30, 2015 are as follows (in thousands): Year Ending December 31, Amount Remainder of 2015 $ 552 2016 1,946 2017 1,503 2018 672 2019 601 Thereafter 815 Total $ 6,089 Operating lease expense was $ 0.7 million and $0.8 million for the three months ended September 30, 2015 and 2014 , respectively, and was $2.2 million and $2.2 million for the nine months ended September 30, 2015 and 2014 , respectively. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-based Compensation (a) Stock Options Total stock-based compensation expense charged as salaries and benefits expense in the consolidated statements of operations was $1.2 million and $0.8 million for the three months ended September 30, 2015 and 2014 , respectively, and $3.4 million and $2.6 million for the nine months ended September 30, 2015 and 2014 , respectively. The following table shows stock option activity for the nine months ended September 30, 2015 : Outstanding Options Weighted average exercise price per share Weighted average remaining contractual life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2014 4,023,383 $ 7.18 6.41 $ 7,641 Granted 294,500 3.57 Forfeited (158,751 ) 8.40 Exercised (19,135 ) 1.34 Outstanding at September 30, 2015 4,139,997 $ 6.91 5.89 $ 1,995 Vested, exercisable, expected to vest (1) at September 30, 2015 4,074,096 $ 6.88 5.86 $ 1,995 Exercisable at September 30, 2015 2,815,891 $ 5.95 5.02 $ 1,995 (1) Options expected to vest reflect an estimated forfeiture rate. The Company recognizes share-based compensation costs as expense on a straight-line basis over the option vesting period, which generally is four to five years . (b) Restricted Stock Units and Performance Stock Units The following table summarizes restricted stock unit and performance stock unit activity for the nine months ended September 30, 2015 : Number of Awards Weighted average grant date fair value per share Outstanding at December 31, 2014 461,592 $ 9.28 Granted 836,500 3.35 Forfeited (49,475 ) 7.75 Vested and converted to shares (126,462 ) 9.14 Outstanding at September 30, 2015 1,122,155 $ 4.90 Expected to vest at September 30, 2015 1,050,942 $ 4.90 A total of 150,000 performance stock units were approved by a vote of the Company’s shareholders during the second quarter of 2015 with a fair value of $3.23 at the date of shareholders' approval. Restricted stock units and performance stock units granted under the Performant Financial Corporation 2012 Stock Incentive Plan generally vest over periods ranging from one to four years . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our effective income tax rate changed to 18.1% for the nine months ended September 30, 2015 from 42.2% for the nine months ended September 30, 2014 . The decrease in the effective tax rate is primarily due to the loss from operations incurred for the nine months ended September 30, 2015 compared to the income from operations for the nine months ended September 30, 2014 and the resulting impact of the state income taxes on the effective tax rate. We file income tax returns with the U.S. federal government and various state jurisdictions. We operate in a number of state and local jurisdictions, most of which have never audited our records. Accordingly, we are subject to state and local income tax examinations based upon the various statutes of limitations in each jurisdiction. For tax years before 2010, the Company is no longer subject to California, Texas and certain state tax examinations. For tax years before 2012, the Company is no longer subject to Federal and certain other state tax examinations. We are currently being examined by the Franchise Tax Board of California for tax years 2011 and 2012, and the State of New York for tax years 2011, 2012, and 2013. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share For the three and nine months ended September 30, 2015 and 2014 , basic income per share is calculated by dividing net income by the sum of the weighted average number of shares of Common Stock outstanding during the period. Diluted income per share is calculated by dividing net income by the weighted average number of shares of Common Stock and dilutive common share equivalents outstanding during the period. Common share equivalents consist of stock options, restricted stock units, and performance stock units. When there is a loss in the period, dilutive common share equivalents are excluded from the calculation of diluted earnings per share, as their effect would be anti-dilutive. For example, for the three months ended September 30, 2015 and 2014, and the nine months ended September 30, 2015 , dilutive common share equivalents have been excluded, and diluted weighted average shares outstanding are the same as basic average shares outstanding. When there is net income in the period, the Company excludes stock options, restricted stock units, and performance stock units from the calculation of diluted earnings per share when the combined exercise price, unamortized fair value and excess tax benefits of the options exceed the average market price of the Company's common stock because their effect would be anti-dilutive. For the nine months ended September 30, 2014, the Company excluded 2,834,079 options from the calculation of diluted earnings per share because their effect would be anti-dilutive. The following table reconciles the basic to diluted weighted average shares outstanding using the treasury stock method (shares in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Weighted average shares outstanding – basic 49,436 49,004 49,394 48,641 Dilutive effect of stock options — — — 1,117 Weighted average shares outstanding – diluted 49,436 49,004 49,394 49,758 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We have evaluated subsequent events through the date these consolidated financial statements were issued and there are no other events that have occurred that would require adjustments or disclosures to our consolidated financial statements. |
Organization and Description 14
Organization and Description of Business (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Organization | Basis of Presentation and Organization The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments necessary (consisting only of normal recurring adjustments) for a fair presentation of our and our subsidiaries’ financial position at September 30, 2015 , the results of our operations for the three and nine months ended September 30, 2015 and 2014 and cash flows for the nine months ended September 30, 2015 and 2014 . Interim financial statements are prepared on a basis consistent with our annual consolidated financial statements. The interim financial statements included herein should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the years ended December 31, 2014 , 2013 and 2012 . The Company is a leading provider of technology-enabled recovery and analytics services in the United States. The Company's services help identify, restructure and recover delinquent or defaulted assets and improper payments for both government and private clients in a broad range of markets. Company clients typically operate in complex and regulated environments and outsource their recovery needs in order to reduce losses on billions of dollars of defaulted student loans, improper healthcare payments and delinquent state tax and federal treasury receivables. The Company generally provides services on an outsourced basis, where we handle many or all aspects of the clients’ recovery processes. The Company's consolidated financial statements include the operations of Performant Financial Corporation (PFC), its wholly owned subsidiary Performant Business Services, Inc., and its wholly owned subsidiaries Performant Recovery, Inc. (Recovery) and Performant Technologies, Inc. PFC is a Delaware corporation headquartered in California and was formed in 2003. Performant Business Services, Inc. is a Nevada corporation founded in 1997. Recovery is a California corporation founded in 1976. Performant Technologies, Inc. is a California corporation that was formed in 2004. All significant intercompany balances and transactions have been eliminated in consolidation. The Company is managed and operated as one business, with a single management team that reports to the Chief Executive Officer. The preparation of the consolidated financial statements in conformity with U.S. GAAP, requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, primarily accounts receivable, intangible assets, goodwill, estimated liability for appeals, accrued expenses, 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 periods. Our actual results could differ from those estimates. |
Revenues, Accounts Receivable, and Estimated Liability for Appeals | Revenues, Accounts Receivable, and Estimated Liability for Appeals Revenue is recognized upon the collection of defaulted loan and debt payments. Loan rehabilitation revenue is recognized when the rehabilitated loans are sold (funded) by clients. Incentive revenue is recognized upon receipt of official notification of incentive award from customers. Under the Company’s Medicare Recovery Audit Contractor, or RAC, contract with Centers for Medicare and Medicaid Services, or CMS, the Company recognizes revenues when the healthcare provider has paid CMS for a given claim or has agreed to an offset against other claims by the provider. Providers have the right to appeal a claim and may pursue additional appeals if the initial appeal is found in favor of CMS. The Company accrues an estimated liability for appeals at the time revenue is recognized based on the Company's estimate of the amount of revenue probable of being refunded to CMS following successful appeal. In addition, if the Company's estimate of the liability for appeals with respect to revenues recognized during a prior period changes, the Company increases or decreases current period accruals based on such change in estimated liability. At September 30, 2015 a total of $18.9 million was presented as an allowance against revenue, representing the Company’s estimate of claims that may be overturned. Of this amount, $0.0 million was related to amounts in accounts receivable and $18.9 million was related to commissions which had already been received. The zero allowance against accounts receivable at September 30, 2015 is due to the fact that the receivable from CMS is netted against an offsetting payable for overturned audits, and at September 30, 2015 , the amount of the payable exceeded the amount of the receivable as discussed in note 1(c). The total accrued liability for appeals of $18.9 million has been presented in the caption estimated liability for appeals at September 30, 2015 . At December 31, 2014, the total appeals-related liability was $18.6 million . The $18.9 million balance at September 30, 2015 and the $18.6 million balance at December 31, 2014, represent the Company’s best estimate of the probable amount of losses related to appeals of claims for which commissions were previously collected. In addition to the $18.9 million amount accrued at September 30, 2015 , the Company estimates that it is reasonably possible that it could be required to pay an additional amount up to approximately $5.4 million as a result of potentially successful appeals. To the extent that required payments by the Company exceed the amount accrued, revenues in the applicable period would be reduced by the amount of the excess. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or intangibles may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There was no impairment expense for long-lived assets for the three months ended September 30, 2015. For the nine months ended September 30, 2015 , an impairment expense of $0.2 million was recognized to account for the loss of a client and it has been included in other operating expenses in the consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, FASB issued an ASU that amends the FASB ASC by creating a new Topic 606, Revenue from Contracts with Customers. The new guidance will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance on revenue recognition throughout the Industry Topics of the Codification. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. In addition, an entity should disclose sufficient qualitative and quantitative information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption of the guidance is permitted but no earlier than the original effective date of December 15, 2016. This amendment is to be either retrospectively adopted to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. We are currently evaluating the impact of the adoption of this guidance to our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” in conjunction with their initiative to reduce complexity in accounting standards. This new guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with presentation of a debt discount. ASU 2015-03 is effective for the annual and interim periods beginning on or after December 15, 2015, with early adoption permitted. We are currently evaluating the impact of the adoption of this guidance to our consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments,” that eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. This new guidance is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted. The adoption of ASU 2015-16 is not expected to have a material impact on the Company’s consolidated financial statements. |
Property, Equipment, and Leas15
Property, Equipment, and Leasehold Improvements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment, and Leasehold Improvements | Property, equipment, and leasehold improvements consist of the following at September 30, 2015 and December 31, 2014 (in thousands): September 30, December 31, Land $ 1,122 $ 1,767 Building and leasehold improvements 6,046 5,966 Furniture and equipment 5,378 5,193 Computer hardware and software 65,436 60,229 77,982 73,155 Less accumulated depreciation and amortization (52,390 ) (45,508 ) Property, equipment and leasehold improvements, net $ 25,592 $ 27,647 |
Credit Agreement (Tables)
Credit Agreement (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Payments Under Credit Agreement | Scheduled payments under the Agreement for the next five years and thereafter are as follows (in thousands): Year Ending December 31, Amount Remainder of 2015 $ 2,269 2016 9,076 2017 8,429 2018 76,753 2019 — Thereafter — Total $ 96,527 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Rental Commitments Under Non-Cancelable Leases | Future minimum rental commitments under non-cancelable leases as of September 30, 2015 are as follows (in thousands): Year Ending December 31, Amount Remainder of 2015 $ 552 2016 1,946 2017 1,503 2018 672 2019 601 Thereafter 815 Total $ 6,089 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Activity | The following table shows stock option activity for the nine months ended September 30, 2015 : Outstanding Options Weighted average exercise price per share Weighted average remaining contractual life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2014 4,023,383 $ 7.18 6.41 $ 7,641 Granted 294,500 3.57 Forfeited (158,751 ) 8.40 Exercised (19,135 ) 1.34 Outstanding at September 30, 2015 4,139,997 $ 6.91 5.89 $ 1,995 Vested, exercisable, expected to vest (1) at September 30, 2015 4,074,096 $ 6.88 5.86 $ 1,995 Exercisable at September 30, 2015 2,815,891 $ 5.95 5.02 $ 1,995 (1) Options expected to vest reflect an estimated forfeiture rate. |
Restricted Stock Activity | The following table summarizes restricted stock unit and performance stock unit activity for the nine months ended September 30, 2015 : Number of Awards Weighted average grant date fair value per share Outstanding at December 31, 2014 461,592 $ 9.28 Granted 836,500 3.35 Forfeited (49,475 ) 7.75 Vested and converted to shares (126,462 ) 9.14 Outstanding at September 30, 2015 1,122,155 $ 4.90 Expected to vest at September 30, 2015 1,050,942 $ 4.90 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic to Diluted Weighted Average Shares | The following table reconciles the basic to diluted weighted average shares outstanding using the treasury stock method (shares in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Weighted average shares outstanding – basic 49,436 49,004 49,394 48,641 Dilutive effect of stock options — — — 1,117 Weighted average shares outstanding – diluted 49,436 49,004 49,394 49,758 |
Organization and Description 20
Organization and Description of Business - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Allowance against revenue | $ 18,900,000 | $ 18,900,000 | $ 18,600,000 |
Estimated allowance for appeals | 0 | 0 | |
Estimated liability for appeals | 18,943,000 | 18,943,000 | 18,625,000 |
Probable amount of losses | 18,900,000 | 18,900,000 | |
Estimated additional liability for appeals | 5,400,000 | 5,400,000 | |
Customer refund liability, current | 14,689,000 | 14,689,000 | 12,110,000 |
Invoiced receivable | 700,000 | 700,000 | 2,100,000 |
Customer refund liability, current, gross | 15,400,000 | 15,400,000 | 14,200,000 |
Subcontractor receivables | 5,700,000 | 5,700,000 | 5,600,000 |
Estimated provider-favor receivables | 5,700,000 | 5,700,000 | |
Subcontractor fees for overturned audits | 3,500,000 | 3,500,000 | $ 3,000,000 |
Impairment | $ 0 | $ 200,000 |
Property, Equipment, and Leas21
Property, Equipment, and Leasehold Improvements (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold equipment, gross | $ 77,982 | $ 73,155 |
Less accumulated depreciation and amortization | (52,390) | (45,508) |
Property, equipment and leasehold improvements, net | 25,592 | 27,647 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold equipment, gross | 1,122 | 1,767 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold equipment, gross | 6,046 | 5,966 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold equipment, gross | 5,378 | 5,193 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold equipment, gross | $ 65,436 | $ 60,229 |
Property, Equipment, and Leas22
Property, Equipment, and Leasehold Improvements - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 15, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Property, Plant and Equipment [Abstract] | |||||
Proceeds from sale of property, equipment, and leasehold improvements | $ 1,300 | $ 1,272 | $ 0 | ||
Pre-tax gain on sale of property | $ 600 | ||||
Depreciation and amortization expense of property, equipment and leasehold improvements | $ 2,300 | $ 2,100 | $ 7,000 | $ 6,200 |
Credit Agreement - Additional I
Credit Agreement - Additional Information (Detail) | 9 Months Ended | ||||
Sep. 30, 2015USD ($) | Jul. 31, 2015USD ($) | May. 31, 2015USD ($) | Jun. 28, 2012USD ($) | Mar. 19, 2012USD ($) | |
Term A Loan | |||||
Line of Credit Facility [Line Items] | |||||
Recapitalized amount under credit agreement | $ 17,900,000 | $ 57,000,000 | |||
Interest rate terms | Interest either at Prime (subject to a 2.50% floor) +4.25% or LIBOR (subject to a 1.50% floor) +5.25%, which was 6.75% | ||||
Interest rate (as a percent) | 6.75% | ||||
Quarterly payments of principal | $ 2,100,000 | ||||
Expiry date of line of credit | Mar. 19, 2017 | ||||
Term B Loan | |||||
Line of Credit Facility [Line Items] | |||||
Recapitalized amount under credit agreement | $ 78,600,000 | 79,500,000 | |||
Amendment of agreement to increase Term B Loan | $ 99,000,000 | ||||
Interest rate terms | Interest at Prime +4.75% (subject to a 2.50% floor) or LIBOR (subject to a 1.50% floor) +5.75%, which was 7.25% | ||||
Interest rate (as a percent) | 7.25% | ||||
Quarterly payments of principal | $ 200,000 | ||||
Expiry date of line of credit | Mar. 19, 2018 | ||||
Revolving credit facility | |||||
Line of Credit Facility [Line Items] | |||||
Recapitalized amount under credit agreement | $ 11,000,000 | ||||
Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate terms | Interest at Prime + 4.25% or LIBOR + 5.25%, which was 6.75% | ||||
Interest rate (as a percent) | 6.75% | ||||
Expiry date of line of credit | Mar. 19, 2017 | ||||
Borrowing under line of credit, maximum | $ 11,000,000 | ||||
Facility commitment fee (as a percent) | 0.50% | ||||
Letter of credit outstanding | $ 2,000,000 | ||||
Remaining borrowing capacity under the line of credit | $ 9,000,000 | ||||
Prepayment of excess cash flow | $ 1,300,000 | $ 7,000,000 | |||
Line of Credit | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Fixed charge coverage ratio | 1.20 | ||||
Line of Credit | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Total debt to EBITDA ratio | 3.25 | ||||
Prime Rate | Term A Loan | |||||
Line of Credit Facility [Line Items] | |||||
Floor rate (as a percent) | 2.50% | ||||
Basis spread on variable rate (as a percent) | 4.25% | ||||
Prime Rate | Term B Loan | |||||
Line of Credit Facility [Line Items] | |||||
Floor rate (as a percent) | 2.50% | ||||
Basis spread on variable rate (as a percent) | 4.75% | ||||
Prime Rate | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (as a percent) | 4.25% | ||||
London Interbank Offered Rate (LIBOR) | Term A Loan | |||||
Line of Credit Facility [Line Items] | |||||
Floor rate (as a percent) | 1.50% | ||||
Basis spread on variable rate (as a percent) | 5.25% | ||||
London Interbank Offered Rate (LIBOR) | Term B Loan | |||||
Line of Credit Facility [Line Items] | |||||
Floor rate (as a percent) | 1.50% | ||||
Basis spread on variable rate (as a percent) | 5.75% | ||||
London Interbank Offered Rate (LIBOR) | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (as a percent) | 5.25% |
Credit Agreement Payments Under
Credit Agreement Payments Under Credit Agreement (Detail) $ in Thousands | Sep. 30, 2015USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2015 | $ 2,269 |
2,016 | 9,076 |
2,017 | 8,429 |
2,018 | 76,753 |
2,019 | 0 |
Thereafter | 0 |
Total | $ 96,527 |
Credit Agreement Amendment No.
Credit Agreement Amendment No. 2 (Details) - Second Amendment | Nov. 04, 2014USD ($) | Sep. 30, 2014 | Mar. 31, 2017 | Sep. 30, 2015 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||||||||
Total debt to EBITDA ratio | 4 | 3.25 | 3.25 | ||||||
Interest coverage ratio | 1.20 | ||||||||
Debt issuance cost | $ 500,000 | ||||||||
Scenario, Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt to EBITDA ratio | 3.25 | 4.75 | 5 | ||||||
Interest coverage ratio | 2.50 | 2.25 | |||||||
Minimum cash balances | $ 30,000,000 | $ 35,000,000 | $ 35,000,000 | $ 30,000,000 | $ 30,000,000 | ||||
EBITDA | $ 20,000,000 | ||||||||
Capital expenditures | $ 12,500,000 | ||||||||
Maximum | Term Loan A | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 4.75% | ||||||||
Maximum | Term Loan A | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 5.75% | ||||||||
Maximum | Term B Loan | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 5.25% | ||||||||
Maximum | Term B Loan | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 6.25% | ||||||||
Minimum | Term Loan A | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 4.25% | ||||||||
Minimum | Term Loan A | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 5.25% | ||||||||
Minimum | Term B Loan | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 4.75% | ||||||||
Minimum | Term B Loan | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 5.75% |
Commitments and Contingencies F
Commitments and Contingencies Future Minimum Rental Commitments Under Non-Cancelable Leases (Detail) $ in Thousands | Sep. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2015 | $ 552 |
2,016 | 1,946 |
2,017 | 1,503 |
2,018 | 672 |
2,019 | 601 |
Thereafter | 815 |
Total | $ 6,089 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Commitment And Contingencies [Line Items] | ||||
Operating lease expense | $ 0.7 | $ 0.8 | $ 2.2 | $ 2.2 |
Minimum | ||||
Commitment And Contingencies [Line Items] | ||||
Non-cancelable operating lease agreements expiration date | 2,015 | |||
Maximum | ||||
Commitment And Contingencies [Line Items] | ||||
Non-cancelable operating lease agreements expiration date | 2,021 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | $ 1.2 | $ 0.8 | $ 3.4 | $ 2.6 | |
Performance Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 150,000 | ||||
Granted (in dollars per share) | $ 3.23 | ||||
Restricted Stock and Performance Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 836,500 | ||||
Granted (in dollars per share) | $ 3.35 | ||||
Minimum | Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options vesting period (in years) | 4 years | ||||
Minimum | Restricted Stock and Performance Stock Units | 2012 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options vesting period (in years) | 1 year | ||||
Maximum | Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options vesting period (in years) | 5 years | ||||
Maximum | Restricted Stock and Performance Stock Units | 2012 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options vesting period (in years) | 4 years |
Stock-based Compensation Stock
Stock-based Compensation Stock Option Activity (Detail) - Options - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Outstanding Options (in shares) | ||
Balance at beginning of period (in shares) | 4,023,383 | |
Granted (in shares) | 294,500 | |
Forfeited (in shares) | (158,751) | |
Exercised (in shares) | (19,135) | |
Balance at end of period (in shares) | 4,139,997 | 4,023,383 |
Vested, exercisable, and expected to vest (in shares) | 4,074,096 | |
Exercisable (in shares) | 2,815,891 | |
Weighted average exercise price per share (in dollars per share) | ||
Balance at beginning of period (in dollars per share) | $ 7.18 | |
Granted (in dollars per share) | 3.57 | |
Forfeited (in dollars per share) | 8.40 | |
Exercised (in dollars per share) | 1.34 | |
Balance at end of period (in dollars per share) | 6.91 | $ 7.18 |
Vested or expected to vest (in dollars per share) | 6.88 | |
Exercisable (in dollars per share) | $ 5.95 | |
Weighted average remaining contractual life (in years) | ||
Balance at beginning of period (in dollars per share) | 5 years 10 months 20 days | 6 years 4 months 28 days |
Balance at end of period (in dollars per share) | 5 years 10 months 20 days | 6 years 4 months 28 days |
Vested, exercisable, and expected to vest (in dollars per share) | 5 years 10 months 9 days | |
Exercisable (in dollars per share) | 5 years 7 days | |
Aggregate Intrinsic Value | ||
Balance at beginning of period | $ 7,641 | |
Balance at end of period | 1,995 | $ 7,641 |
Vested, exercisable, and expected to vest | 1,995 | |
Exercisable | $ 1,995 |
Stock-based Compensation Restri
Stock-based Compensation Restricted Stock and Performance Stock Units Activity (Details) - Restricted Stock and Performance Stock Units - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | |
Number of Awards (in shares) | ||
Outstanding at beginning of period (in shares) | 461,592 | |
Granted (in shares) | 836,500 | |
Forfeited (in shares) | (49,475) | |
Vested and converted to shares (in shares) | (126,462) | |
Outstanding at end of period (in shares) | 1,122,155 | |
Expected to vest (in shares) | 1,050,942 | |
Weighted average grant date fair value per share (in dollars per share) | ||
Outstanding beginning of period (in dollars per share) | $ 9.28 | |
Granted (in dollars per share) | 3.35 | |
Forfeited (in dollars per share) | 7.75 | |
Vested and converted to shares (in dollars per share) | 9.14 | |
Outstanding end of period (in dollars per share) | 4.90 | |
Expected to vest end of period (in dollars per share) | $ 9.28 | $ 4.90 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate (as a percent) | 18.10% | 42.20% |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2014shares | |
Earnings Per Share [Abstract] | |
Anti-dilutive securities (in shares) | 2,834,079 |
Earnings per Share Reconciliati
Earnings per Share Reconciliation of Basic to Diluted Weighted Average Shares (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Weighted average shares outstanding – basic (in shares) | 49,436 | 49,004 | 49,394 | 48,641 |
Dilutive effect of stock options (in shares) | 0 | 0 | 0 | 1,117 |
Weighted average shares outstanding – diluted (in shares) | 49,436 | 49,004 | 49,394 | 49,758 |