Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 13-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | PN | |
Entity Registrant Name | Patriot National, Inc. | |
Entity Central Index Key | 1619917 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 26,390,397 |
Combined_Balance_Sheets
Combined Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current Assets | ||
Cash | $11,305 | $4,251 |
Restricted cash | 14,019 | 6,923 |
Fee income receivable | 3,551 | 1,942 |
Fee income receivable from related party | 13,740 | 11,988 |
Net receivable from related parties | 1,773 | |
Deferred costs for initial public offering | 2,682 | |
Income taxes receivable | 3,400 | |
Other current assets | 1,036 | 430 |
Total current assets | 47,051 | 29,989 |
Fixed assets, net of depreciation | 1,716 | 1,879 |
Deferred loan fees | 1,066 | 5,911 |
Goodwill | 67,084 | 61,493 |
Intangible assets | 41,919 | 32,988 |
Other long term assets | 10,580 | 9,842 |
Total Assets | 169,416 | 142,102 |
Liabilities | ||
Deferred claims administration services income | 8,305 | 8,515 |
Net advanced claims reimbursements | 7,428 | 6,803 |
Net payables to related parties | 64 | |
Income taxes payable | 11,548 | |
Accounts payable, accrued expenses and other liabilities | 36,079 | 15,027 |
Revolver borrowings outstanding | 4,750 | |
Current portion of notes payable | 2,000 | 15,782 |
Current portion of capital lease obligation | 2,354 | 2,332 |
Total current liabilities | 60,980 | 60,007 |
Notes payable | 38,000 | 95,039 |
Capital lease obligation | 1,633 | 2,438 |
Warrant redemption liability | 12,879 | |
Total Liabilities | 100,613 | 170,363 |
Equity (Deficit) | ||
Preferred stock, $.001 par value; 100,000 shares authorized, no shares issued and outstanding as of March 31, 2015 and December 31, 2014 | ||
Common stock, $.001 par value; 1,000,000 shares authorized, 26,390 and 18,075 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively | 21 | 14 |
Additional paid in capital | 101,858 | |
Accumulated deficit | -32,746 | -27,930 |
Total Patriot National, Inc. Stockholders' Equity (Deficit) | 69,133 | -27,916 |
Less Non-controlling interest | -330 | -345 |
Total Equity (Deficit) | 68,803 | -28,261 |
Total Liabilities and Equity (Deficit) | $169,416 | $142,102 |
Combined_Balance_Sheets_Parent
Combined Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, authorized | 100,000,000 | 100,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred Stock, outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, issued | 26,390,000 | 18,075,000 |
Common Stock, outstanding | 26,390,000 | 18,075,000 |
Combined_Statements_of_Operati
Combined Statements of Operations (USD $) | 3 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Revenues | ||||
Fee income | $18,369 | $13,085 | ||
Fee income from related party | 24,623 | 2,514 | ||
Total fee income and fee income from related party | 42,992 | 15,599 | ||
Net investment income | 1 | 209 | ||
Total Revenues | 42,993 | 15,808 | ||
Expenses | ||||
Salaries and related expenses | 14,468 | 3,901 | ||
Commission expense | 8,889 | 1,722 | ||
Management fees to related party for administrative support services | 0 | 2,187 | ||
Outsourced services | 2,462 | 658 | ||
Allocation of marketing, underwriting and policy issuance costs from related party | 0 | 610 | ||
Other operating expenses | 6,331 | 1,630 | ||
Acquisition costs | 604 | 0 | ||
Interest expense | 1,173 | 1,313 | ||
Depreciation and amortization | 2,303 | 1,006 | ||
Amortization of loan discounts and loan costs | 85 | 321 | ||
Stock compensation expense | 2,535 | 0 | ||
Decrease in fair value of warrant redemption liability | -1,385 | 0 | ||
Costs from debt payoff | 13,681 | [1] | 0 | [1] |
Total Expenses | 51,146 | 13,348 | ||
Net (Loss) Income before income tax expense | -8,153 | 2,460 | ||
Income tax (benefit) expense | -3,352 | 937 | ||
Net (Loss) Income Including Non-Controlling Interest in Subsidiary | -4,801 | 1,523 | ||
Net Income attributable to non-controlling interest in subsidiary | 15 | 21 | ||
Net (Loss) Income | ($4,816) | $1,502 | ||
Earnings (Loss) Per Common Share | ||||
Basic | ($0.19) | $0.11 | ||
Diluted | ($0.19) | $0.10 | ||
Weighted Average Common Shares Outstanding | ||||
Basic | 25,163 | 14,288 | ||
Diluted | 25,163 | 15,499 | ||
[1] | Costs from debt payoff include $4.3 million early payment penalties on repayment of debt and $9.3 million write-off of related deferred financing fees and original issue discounts. |
Combined_Statements_of_Operati1
Combined Statements of Operations (Parenthetical) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Income Statement [Abstract] | |
Early payment penalties on repayment of debt | $4,300,000 |
Write-off of deferred financing and original issue discounts | $9,342,000 |
Combined_Statements_of_Cash_Fl
Combined Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating Activities | ||
Net (Loss) Income | ($4,801) | $1,523 |
Adjustments to reconcile net (loss) income to net cash from operating activities: | ||
Net (Income) attributable to business generated by GUI, exclusive of depreciation expense | 0 | -1,276 |
Depreciation and amortization | 2,303 | 1,006 |
Amortization of loan discounts and loan costs | 85 | 321 |
Decrease in fair value of warrant redemption liability | -1,385 | 0 |
Stock compensation expense | 2,535 | 0 |
Write-off of deferred financing and original issue discounts | 9,342 | 0 |
Provision for uncollectible fee income | 150 | 0 |
Changes in certain assets and liabilities: | ||
Fee income receivable | -521 | -1,042 |
Fee income receivable from related party | -1,752 | 693 |
Other current assets | -592 | -55 |
Net payable to related parties | 1,747 | 1,136 |
Deferred claims administration services income | -210 | 283 |
Net advanced claims reimbursements | 625 | 313 |
Income taxes payable | -14,948 | 274 |
Accounts payable and accrued expenses | 8,359 | -469 |
Net Cash Provided by Operating Activities | 937 | 2,707 |
Investment Activities: | ||
Net increase in restricted cash | -4,854 | -269 |
Net increase in note receivable from related party | 0 | -209 |
Purchase of fixed assets and other long-term assets | -1,429 | -135 |
Acquisitions, net of $73 cash acquired | -6,681 | 0 |
Net Cash Used in Investment Activities | -12,964 | -613 |
Financing Activities: | ||
Proceeds from initial public offering, net | 98,275 | 0 |
Proceeds from senior secured term loan, net of fees | 38,891 | 0 |
Payment of costs for initial public offering | -2,479 | 0 |
Revolver facility borrowings | 4,750 | 0 |
Repayment of note payable | -119,573 | -2,100 |
Repayment of capital lease obligation | -783 | 0 |
Net Cash Provided by (Used in) Financing Activities | 19,081 | -2,100 |
Increase (decrease) in cash | 7,054 | -6 |
Cash, beginning of period | 4,251 | 1,661 |
Cash, end of period | $11,305 | $1,655 |
Combined_Statements_of_Cash_Fl1
Combined Statements of Cash Flows (Parenthetical) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Statement Of Cash Flows [Abstract] | |
Cash acquired for acquisition | $73 |
Combined_Statements_of_Stockho
Combined Statements of Stockholders Equity (Deficit) (USD $) | Total | Common Stock | Additional Paid In Capital | Accumulated Deficit | Non-Controlling Interest |
In Thousands | |||||
Balance at Dec. 31, 2014 | ($28,261) | $14 | $0 | ($27,930) | ($345) |
Balance (in Shares) at Dec. 31, 2014 | 18,075 | ||||
Issuance of common stock | 97,831 | 7 | 97,824 | 0 | 0 |
Issuance of common stock, shares | 7,350 | ||||
Exercise of detachable common stock warrants, shares | 965 | ||||
Stock compensation | 2,535 | 0 | 2,535 | 0 | 0 |
Contribution of warrant redemption liability | 1,499 | 0 | 1,499 | 0 | 0 |
Balance before Net Loss | 73,604 | 21 | 101,858 | -27,930 | -345 |
Balance before Net Loss, shares | 26,390 | ||||
Net (Loss) Income | -4,801 | 0 | 0 | -4,816 | 15 |
Balance at Mar. 31, 2015 | $68,803 | $21 | $101,858 | ($32,746) | ($330) |
Balance (in Shares) at Mar. 31, 2015 | 26,390 |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 3 Months Ended | |
Mar. 31, 2015 | ||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Description of Business and Basis of Presentation | 1 | Description of Business and Basis of Presentation |
Description of Business | ||
Patriot National, Inc. (“Patriot National” or “the Company”) is a national provider of comprehensive outsourcing solutions within the workers’ compensation marketplace for insurance companies, employers, local governments and reinsurance captives. We offer an end-to-end portfolio of services to increase business production, contain costs and reduce claims experience for our clients. We leverage our strong distribution relationships, proprietary business processes, advanced technology infrastructure and management expertise to deliver valuable solutions to our clients. We strive to deliver these value-added services to our clients in order to help them navigate the workers’ compensation landscape, ensure compliance with state regulations, handle all aspects of the claims process and ultimately contain costs. | ||
The Company offers two types of services: brokerage, underwriting and policyholder services (or our “brokerage and policyholder services”) and claims administration services (or our “claims administration services”). | ||
We generate fee income for our services from our clients based on (1) a percentage of premiums for the policies we service, (2) the cost savings we achieve for our clients or (3) a fixed fee for a particular service. Unlike our insurance and reinsurance carrier clients, we do not generate underwriting income or assume underwriting risk on workers’ compensation plans. Patriot National is headquartered in Ft. Lauderdale, Florida. | ||
Basis of Presentation | ||
The accompanying unaudited combined financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been omitted pursuant to such rules and regulations. The unaudited combined financial statements included herein are, in the opinion of management, prepared on a basis consistent with our audited combined financial statements for the year ended December 31, 2014 and include all normal recurring adjustments necessary for a fair presentation of the information set forth. The quarterly results of operations are not necessarily indicative of the results of operations to be reported for subsequent quarters or the full year. These unaudited combined financial statements should be read in conjunction with the audited combined financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014. In the preparation of our unaudited combined financial statements as of March 31, 2015, management evaluated all material subsequent events or transactions that occurred after the balance sheet date through the date on which the financial statements were issued for potential recognition or disclosure therein. | ||
For Contego Services Group, LLC, the Company’s combined subsidiary that is 97% owned, and for DecisionUR, LLC, the Company’s combined subsidiary that is 98.8% owned, the third party holdings of equity interests are referred to as non-controlling interest. The portion of the third party members’ equity (deficit) of Contego Services Group, LLC and DecisionUR, LLC are presented as non-controlling interest in the accompanying combined balance sheets as of March 31, 2015 and December 31, 2014. The Company discloses the following three measures of net income (loss): (1) net income (loss), including noncontrolling interest in subsidiary, (2) net income (loss) attributable to non-controlling interest in subsidiary, and (3) net income (loss). |
Effect_of_Recently_Issued_Fina
Effect of Recently Issued Financial Accounting Standards | 3 Months Ended | |
Mar. 31, 2015 | ||
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | ||
Effect of Recently Issued Financial Accounting Standards | 2 | Effect of Recently Issued Financial Accounting Standards |
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-03, Simplifying the Presentation of Debt Issuance Costs. The update 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 the related debt liability instead of being presented as an asset. The update requires retrospective application. ASU 2015-03 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2015. Early adoption is permitted but we do not anticipate electing early adoption. | ||
In August 2014, the FASB issued ASU 2014-15 regarding Accounting Standard Codification (“ASC”) Topic 205, Presentation of Financial Statements – Going Concern. The updated guidance related to determining whether substantial doubt exists about an entity's ability to continue as a going concern. The amendment provides guidance for determining whether conditions or events give rise to substantial doubt that an entity has the ability to continue as a going concern within one year following issuance of the financial statements and requires specific disclosures regarding the conditions or events leading to substantial doubt. The updated guidance is effective for annual reporting periods and interim periods within those annual periods beginning after December 15, 2016. Earlier adoption is permitted, but we do not anticipate electing early adoption. We do not expect the adoption of this guidance to have a material impact on our combined financial statements. | ||
In May 2014, the FASB issued ASU 2014-09 regarding ASC Topic 606, Revenue from Contracts with Customers. The standard provides principles for recognizing revenue for the transfer of promised goods or services to customers with the consideration to which the entity expects to be entitled in exchange for those goods or services. For a publicly-held entity, this guidance will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and early adoption is not permitted. We are currently evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. | ||
In April 2014, the FASB issued ASU 2014-08 regarding ASC Topics 205 and 360, Reporting Discontinued Operations. The updated guidance related to reporting discontinued operations and disclosures of disposals of components of an entity. Under the amendment, only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results will be reported as discontinued operations in the financial statements. Additionally, the elimination of the component's operations, cash flows and significant continuing involvement conditions have been removed. Further, an equity method investment could be reported as discontinued operations. The updated guidance is effective prospectively for all disposals or classifications as held for sale that occur within annual periods beginning after December 15, 2014. The adoption of this guidance has not had a material impact on our combined financial statements. |
Business_Combinations
Business Combinations | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||
Business Combination | 3 | Business Combinations | |||||||||||||||||||
The Company completed four acquisitions during the three-month period ended March 31, 2015. We acquired substantially all of the net assets of the following firms in cash transactions. These acquisitions have been accounted for using the acquisition method for recording business combinations, except for DecisionUR, LLC, as further discussed. | |||||||||||||||||||||
Name and Effective Date of Acquisition (In thousands): | Cash Paid | Accrued Liability | Recorded Earnout Payable | Maximum Potential Earnout Payable | Total Recorded Purchase Price | ||||||||||||||||
Phoenix Risk Management, Inc (January 31, 2015) | $ | 1,099 | $ | — | $ | 2,790 | $ | 3,000 | $ | 3,889 | |||||||||||
DecisionUR, LLC (February 5, 2015) | 2,240 | 23 | — | — | 2,240 | ||||||||||||||||
Capital & Guaranty, LLC (February 9, 2015) | 175 | — | 175 | 175 | 350 | ||||||||||||||||
TriGen Holding Group, Inc (March 31, 2015) | 3,240 | 3,453 | 6,255 | 6,500 | 9,495 | ||||||||||||||||
Total | $ | 6,754 | $ | 3,476 | $ | 9,220 | $ | 9,675 | $ | 15,974 | |||||||||||
The Company acquired DecisionUR from Six Points Investment Partners, LLC, a company under common control. However, results of operations for DUR are included from acquisition date, as its operations are immaterial with respect to the financial statements taken as a whole for all periods presented. | |||||||||||||||||||||
The maximum potential earnout payables disclosed in the foregoing table represent the maximum amount of additional consideration that could be paid pursuant to the terms of the purchase agreement for the applicable acquisition. The amounts recorded as earnout payables, which are primarily based upon the estimated future operating results of the acquired entities over a one- to three-year period subsequent to the acquisition date, are measured at fair value as of the acquisition date and are included on that basis in the recorded purchase price consideration in the foregoing table. We will record subsequent changes in these estimated earnout obligations, including the accretion of discount, in our combined statement of earnings when incurred. | |||||||||||||||||||||
The fair value of these earnout obligations is based on the present value of the expected future payments to be made to the sellers of the acquired entities in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement. In determining fair value, we estimated the acquired entity’s future performance using financial projections developed by management for the acquired entity and market participant assumptions that were derived for revenue growth and/or profitability. We estimated future payments using the earnout formula and performance targets specified in each purchase agreement and these financial projections. We then discounted these payments to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of the acquired entity to achieve the targets. Changes in financial projections, market participant assumptions for revenue growth and/or profitability, or the risk-adjusted discount rate, would result in a change in the fair value of recorded earnout obligations. | |||||||||||||||||||||
The aggregate amount of maximum earnout obligations related to acquisitions made in 2015 was $9.7 million as of March 31, 2015, of which $9.2 million was recorded in our combined balance sheet as of March 31, 2015, based on the estimated fair value of the expected future payments to be made. | |||||||||||||||||||||
The following is a summary of the estimated fair values of the net assets acquired at the date of each of the four acquisitions made in the three-months ended March 31, 2015: | |||||||||||||||||||||
In thousands | Total | ||||||||||||||||||||
Assets Acquired: | |||||||||||||||||||||
Cash | $ | 73 | |||||||||||||||||||
Restricted cash | 2,242 | ||||||||||||||||||||
Accounts receivable | 1,238 | ||||||||||||||||||||
Fixed assets | 45 | ||||||||||||||||||||
Other assets | 149 | ||||||||||||||||||||
Goodwill | 5,591 | ||||||||||||||||||||
Intangible assets: | |||||||||||||||||||||
Customer & carrier relationships | 7,756 | ||||||||||||||||||||
Service contracts | 320 | ||||||||||||||||||||
Non-compete agreements | 889 | ||||||||||||||||||||
Developed technology | 639 | ||||||||||||||||||||
Trade name portfolio | 509 | ||||||||||||||||||||
Total intangible assets | 10,113 | ||||||||||||||||||||
Total assets acquired | 19,451 | ||||||||||||||||||||
Liabilities assumed | 3,476 | ||||||||||||||||||||
Total net assets acquired | $ | 15,975 | |||||||||||||||||||
In accordance with FASB ASC 350, Intangibles—Goodwill and Other, intangible assets, which are comprised solely of the estimated fair value of the service contracts acquired, are being amortized over the estimated life of the customer contracts, ranging from two to ten years, in a manner that, in management’s opinion, reflects the pattern in which the intangible asset’s future economic benefits are expected to be realized. The intangible asset is tested for impairment at least annually (more frequently if certain indicators are present). In the event that management determines that the value of the intangible asset has become impaired, the combined company will incur an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made. | |||||||||||||||||||||
Provisional estimates of fair value and the allocation of the purchase price are established at the time of each acquisition and are subsequently reviewed within the first year of operations following the acquisition date to determine the necessity for adjustments. The fair value of the tangible assets and liabilities for each applicable acquisition at the acquisition date approximated their carrying values. We estimate the fair value as the present value of the benefits anticipated from ownership of the subject customer list in excess of returns required on the investment in contributory assets necessary to realize those benefits. The rate used to discount the net benefits was based on a risk-adjusted rate that takes into consideration market-based rates of return and reflects the risk of the asset relative to the acquired business. These discount rates generally ranged from 17% to 30% for our year-to-date 2015 acquisitions. The fair value of non-compete agreements was established using estimated financial projections for the acquired company based on market participant assumptions and various non-compete scenarios. | |||||||||||||||||||||
Customer and carrier relationships, non-compete agreements and trade names related to our acquisitions are amortized using the straight-line method over their estimated useful lives (ten years for customer and carrier relationships, one to two years for non-compete agreements and five to seven years for trade names), while goodwill is not subject to amortization. We use the straight-line method to amortize these intangible assets because the pattern of their economic benefits cannot be reasonably determined with any certainty. We review all of our intangible assets for impairment periodically (at least annually) and whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. In reviewing intangible assets, if the fair value is less than the carrying amount of the respective (or underlying) asset, an indicator of impairment would exist, and further analysis would be required to determine whether or not a loss would need to be charged against current period earnings. Based on the results of impairment reviews during the three-month periods ended March 31, 2015 and 2014, no impairments were required. | |||||||||||||||||||||
Our combined financial statements for the three months ended March 31, 2015 include the operations of the acquired entities from their respective acquisition dates, totaling $0.7 million of revenues and no net income or loss. | |||||||||||||||||||||
The following is a summary of the unaudited pro forma historical results, as if these entities and Patriot Care Management, which was acquired on August 6, 2014, had been acquired at January 1, 2014 (in thousands, except per share data): | |||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||
In thousands | 2015 | 2014 | |||||||||||||||||||
Total revenues | 45,176 | 29,275 | |||||||||||||||||||
Net (loss) income | (4,510 | ) | 909 | ||||||||||||||||||
Basic net (loss) income per share | $ | (0.18 | ) | $ | 0.06 | ||||||||||||||||
Diluted net (loss) income per share | $ | (0.18 | ) | $ | 0.06 | ||||||||||||||||
This unaudited supplemental pro forma financial information includes the results of operations of acquired businesses presented as if they had been combined as of January 1, 2014. The unaudited supplemental pro forma financial information has been provided for illustrative purposes only. The unaudited supplemental pro forma financial information does not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented, or of the results that may be achieved by the combined companies in the future. Future results may vary significantly from the results reflected in the following unaudited supplemental pro forma financial information because of future events and transactions, as well as other factors, many of which are beyond the Company’s control. |
Fixed_Assets_And_Other_Long_Te
Fixed Assets And Other Long Term Assets | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Fixed Assets And Other Long Term Assets [Abstract] | |||||||||
Fixed Assets And Other Long Term Assets | 4 | Fixed Assets and Other Long Term Assets | |||||||
Fixed Assets | |||||||||
Fixed assets are stated at cost, less accumulated depreciation. Expenditures for furniture and fixtures and computer equipment are capitalized and depreciated on a straight-line basis over a three-year estimated useful life. Expenditures for leasehold improvements on office space and facilities are capitalized and depreciated on a straight-line basis over the term of the lease. | |||||||||
As of March 31, 2015 and December 31, 2014, our major classes of fixed assets consisted of the following: | |||||||||
In thousands | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
(Unaudited) | |||||||||
Fixed Assets | |||||||||
Computer equipment, software and furniture and fixtures | $ | 5,961 | $ | 5,722 | |||||
Leasehold improvements | 2,577 | 2,545 | |||||||
Total fixed assets | 8,538 | 8,267 | |||||||
Less accumulated depreciation | (6,822 | ) | (6,388 | ) | |||||
Fixed assets, net of accumulated depreciation | $ | 1,716 | $ | 1,879 | |||||
Other Long Term Assets | |||||||||
Other long term assets, which are solely comprised of capitalized policy and claims administration system development costs, are also stated at cost, net of accumulated depreciation. Expenditures for capitalized policy and claims administration system development costs are capitalized and amortized on a straight line basis over a five-year estimated useful life. | |||||||||
As of March 31, 2015 and December 31, 2014, other long term assets consisted of the following: | |||||||||
In thousands | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
Other long term assets | (Unaudited) | ||||||||
Capitalized policy and claims administration system development costs | $ | 14,709 | $ | 13,093 | |||||
Less accumulated depreciation | (4,129 | ) | (3,251 | ) | |||||
Other long term assets, net of accumulated depreciation | $ | 10,580 | $ | 9,842 | |||||
We periodically review all fixed assets and other long term assets that have finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Upon sale or retirement, the cost and related accumulated depreciation and amortization of assets disposed of are removed from the accounts, and any resulting gain or loss is reflected in earnings. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||
Goodwill and Other Intangible Assets | 5 | Goodwill and Other Intangible Assets | |||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||
Goodwill represents the excess of consideration paid over the fair value of net assets acquired. Goodwill is not amortized but is tested at least annually for impairment (or more frequently if certain indicators are present or management otherwise believes it is appropriate to do so). In the event that management determines that the value of goodwill has become impaired, we will record a charge for the amount of impairment during the fiscal quarter in which the determination is made. We determined that there was no impairment as of March 31, 2015. | |||||||||||||||||||||||||
The Company acquired $5.6 million of goodwill in the first quarter of 2015 as a result of the four acquisitions discussed in Note 3, Business Combinations. Changes in goodwill are summarized as follows: | |||||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Balance as of December 31, 2014 | $ | 61,493 | |||||||||||||||||||||||
Goodwill acquired | 5,591 | ||||||||||||||||||||||||
Balance as of March 31, 2015 | $ | 67,084 | |||||||||||||||||||||||
Intangible Assets | |||||||||||||||||||||||||
Intangible assets that have finite lives are amortized over their useful lives. The company acquired $10.1 million of intangible assets as a result of the four acquisitions discussed in Note 3, Business Combinations. The intangible assets, their original fair values, and their net book values are detailed below as of the dates presented: | |||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||
In thousands | Gross Asset | Accumulated Amortization | Net Asset | Gross Asset | Accumulated Amortization | Net Asset | |||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Intangible Assets | |||||||||||||||||||||||||
Service contracts | $ | 35,120 | $ | (2,907 | ) | $ | 32,213 | $ | 34,800 | $ | (1,812 | ) | $ | 32,988 | |||||||||||
Customer and carrier relationships | 7,756 | (43 | ) | 7,713 | — | — | — | ||||||||||||||||||
Non-compete agreements | 889 | (22 | ) | 867 | — | — | — | ||||||||||||||||||
Developed technology | 639 | (19 | ) | 620 | — | — | — | ||||||||||||||||||
Trade names | 509 | (3 | ) | 506 | — | — | — | ||||||||||||||||||
Total | $ | 44,913 | $ | (2,994 | ) | $ | 41,919 | $ | 34,800 | $ | (1,812 | ) | $ | 32,988 | |||||||||||
The table below reflects the estimated amortization expense for the Company’s intangible assets for each of the next five years and thereafter: | |||||||||||||||||||||||||
In thousands | March 31, | ||||||||||||||||||||||||
2015 | |||||||||||||||||||||||||
Amortization expense | (Unaudited) | ||||||||||||||||||||||||
2015 (remaining nine months) | $ | 4,362 | |||||||||||||||||||||||
2016 | 5,816 | ||||||||||||||||||||||||
2017 | 5,460 | ||||||||||||||||||||||||
2018 | 5,372 | ||||||||||||||||||||||||
2019 | 5,372 | ||||||||||||||||||||||||
Thereafter | 15,537 | ||||||||||||||||||||||||
Total | $ | 41,919 | |||||||||||||||||||||||
Notes_Payable_and_Lines_of_Cre
Notes Payable and Lines of Credit | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Notes Payable and Lines of Credit | 6 | Notes Payable and Lines of Credit | |||||||
As of March 31, 2015 and December 31, 2014, notes payable were comprised of the following: | |||||||||
In thousands | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
(Unaudited) | |||||||||
PennantPark Loan Agreement | $ | — | $ | 63,285 | |||||
UBS Credit Agreement | — | 56,288 | |||||||
BMO Term Loan A | 40,000 | — | |||||||
Gross Notes Payable and Current Portion of Notes Payable | 40,000 | 119,573 | |||||||
Less original issue discount | — | (3,085 | ) | ||||||
Less value attributable to stock warrants | — | (5,667 | ) | ||||||
Notes Payable and Current Portion of Notes Payable | 40,000 | 110,821 | |||||||
Less current portion of notes payable | (2,000 | ) | (15,782 | ) | |||||
Notes Payable | $ | 38,000 | $ | 95,039 | |||||
Senior Secured Credit Facility | |||||||||
On January 22, 2015, we entered into a Credit Agreement with BMO Harris Bank N.A., as administrative agent (the “Administrative Agent”), and the other lenders party thereto, which provides for a $40.0 million revolving credit facility and a $40.0 million term loan facility (the “Senior Secured Credit Facility”). The Senior Secured Credit Facility has a maturity of five years, and borrowings thereunder bear interest, at our option, at LIBOR plus a margin ranging from 250 basis points to 325 basis points or at base rate plus a margin ranging from 150 basis points to 225 basis points. Margins on all loans and fees will be increased by 2% per annum during the existence of an event of default. The revolving credit facility includes borrowing capacity available for letters of credit and borrowings on same-day notice, referred to as swing line loans. At any time prior to maturity, we have the right to increase the size of the revolving credit facility or the term loan facility by an aggregate amount of up to $20.0 million, but in minimum increments of $5.0 million. | |||||||||
As of March 31, 2015, the outstanding balance under the $40.0 million revolving credit facility was $4.8 million. Accordingly, the Company had $35.2 million available to borrow under the revolving credit facility. | |||||||||
In addition to paying interest on outstanding principal under the Senior Secured Credit Facility, we are required to pay a commitment fee to the Administrative Agent for the ratable benefit of the lenders under the revolving credit facility in respect of the unutilized commitments thereunder, ranging from 35 basis points to 50 basis points, depending on specified leverage ratios. With respect to letters of credit, we are also required to pay a per annum participation fee equal to the applicable LIBOR margin on the face amount of each letter of credit as well as a fee equal to 0.125% on the face amount of each letter of credit issued (or the term of which is extended). This latter 0.125% fee is payable to the issuer of the letter of credit for its own account, along with any standard documentary and processing charges incurred in connection with any letter of credit. | |||||||||
The term loan facility amortizes quarterly beginning the first full quarter after the closing date at a rate of 5% per annum of the original principal amount during the first two years, 7.5% per annum of the original principal amount during the third and fourth years and 10% per annum of the original principal amount during the fifth year, with the remainder due at maturity. Principal amounts outstanding under the revolving credit facility are due and payable in full at maturity. In the event of any sale or other disposition by us or our subsidiaries guaranteeing the Senior Secured Credit Facility of any assets with certain exceptions, we are required to prepay all proceeds received from such a sale towards the remaining scheduled payments of the term loan facility. | |||||||||
In addition, all obligations under the Senior Secured Credit Facility are guaranteed by all of our existing and future subsidiaries, other than foreign subsidiaries to the extent the assets of all foreign subsidiaries that are not guarantors do not exceed 5% of the total assets of us and our subsidiaries on a consolidated basis, and secured by a first-priority perfected security interest in substantially all our and our guaranteeing subsidiaries’ tangible and intangible assets, whether now owned or hereafter acquired, including a pledge of 100% of the stock of each guarantor. | |||||||||
The Senior Secured Credit Facility contains certain covenants that, among other things and subject to significant exceptions, limit our ability and the ability of our restricted subsidiaries to engage in certain business and financing activities and that require us to maintain certain financial covenants, including requirements to maintain (i) a maximum total leverage ratio of total outstanding debt to adjusted EBITDA for the most recently-ended four fiscal quarters of no more than 300% and (ii) a minimum fixed charge coverage ratio of adjusted EBITDA to the sum of cash interest expense (which amount shall be calculated on an annualized basis for the three, six and nine month periods ending March 31, 2015, June 30, 2015 and September 30, 2015) plus income tax expense (or less any income tax benefits) plus capital expenditures plus dividends, share repurchases and other restricted payments plus regularly scheduled principal payments of debt for the same period of a least 150% for the most recently-ended four quarters. The Senior Secured Credit Facility allows us to pay dividends in an amount up to 50% of our net income if certain other financial conditions are met. The Senior Secured Credit Facility contains other restrictive covenants, including those regarding indebtedness (including capital leases) and guarantees; liens; operating leases; investments and acquisitions; loans and advances; mergers, consolidations and other fundamental changes; sales of assets; transactions with affiliates; no material changes in nature of business; dividends and distributions, stock repurchases, and other restricted payments; change in name, jurisdiction of organization or fiscal year; burdensome agreements;. and capital expenditures. The Senior Secured Credit Facility also has events of default that may result in acceleration of the borrowings thereunder, including (i) nonpayment of principal, interest, fees or other amounts (subject to customary grace periods for items other than principal); (ii) failure to perform or observe covenants set forth in the loan documentation (subject to customary grace periods for certain affirmative covenants); (iii) any representation or warranty proving to have been incorrect in any material respect when made; (iv) cross-default to other indebtedness and contingent obligations in an aggregate amount in excess of an amount to be agreed upon; (v) bankruptcy and insolvency defaults (with grace period for involuntary proceedings); (vi) inability to pay debts; (vii) monetary judgment defaults in excess of an agreed upon amount; (viii) ERISA defaults; (ix) change of control; (x) actual invalidity or unenforceability of any loan document, any security interest on any material portion of the collateral or asserted (by any loan party) invalidity or unenforceability of any security interest on any collateral; (xi) actual or asserted (by any loan party) invalidity or unenforceability of any guaranty; (xii) material unpaid, final judgments that have not been vacated, discharged, stayed or bonded pending appeal within a specified number of days after the entry thereof; and (xiii) any other event of default agreed to by us and the Administrative Agent. | |||||||||
As of March 31, 2015, we were in compliance with the financial and other restrictive covenants under our outstanding material debt obligations, including our Senior Secured Credit Facility. | |||||||||
UBS Credit Agreement | |||||||||
On August 6, 2014, in connection with the Patriot Care Management Acquisition, we and certain of our subsidiaries entered into a credit agreement with UBS Securities LLC (the “UBS Credit Agreement”), which provided for a five-year term loan facility in an aggregate principal amount of $57.0 million that would mature on August 6, 2019. The loan was secured by the common stock of Patriot Care Management, Inc. (“PCM”) and guaranteed by Guarantee Insurance Group and its wholly owned subsidiaries. Following our initial public offering (the “IPO”), we prepaid all outstanding borrowings under the UBS Credit Agreement, including accrued interest and applicable prepayment premium. | |||||||||
Our borrowings under the UBS Credit Agreement bore interest at a rate equal to the greatest of (x) the base rate in effect on such day, (y) the federal funds rate in effect on such day plus 0.50% and (z) the adjusted LIBOR rate on such day for a one-month interest period plus 1.00%, subject to a minimum rate, plus an applicable margin of 8.00%, which may be increased by additional amounts under certain specified circumstances. The weighted average interest rate under the UBS Credit Agreement for the year ended December 31, 2014 was 11.25%. This instrument was repaid in full upon closing on the Senior Secured Credit Facility. | |||||||||
PennantPark Loan Agreement | |||||||||
On August 6, 2014, in connection with the GUI Acquisition, we and certain of our subsidiaries, as borrowers, and certain of our other subsidiaries and certain affiliated entities, as guarantors, entered into a loan agreement with the PennantPark Entities as lenders (the “PennantPark Loan Agreement”). Following our IPO, we prepaid all outstanding borrowings under the PennantPark Loan Agreement, including accrued interest and applicable prepayment premium. | |||||||||
Borrowings under the PennantPark Loan Agreement were comprised of (i) an initial tranche in an aggregate principal amount of approximately $37.8 million, and (ii) an additional tranche in an aggregate principal amount of approximately $30.8 million of new borrowings. Our borrowings under the PennantPark Loan Agreement were funded at a price equal to 97.5% of the par value thereof and bore interest equal to the sum of (i) the greater of 1.0% or LIBOR and (ii) 11.50%. The weighted average interest rate under the PennantPark Loan Agreement for the year ended December 31, 2014 was 12.5%. | |||||||||
All obligations under the PennantPark Loan Agreement were guaranteed by certain of our subsidiaries as well as several affiliated entities, including GUI, and were generally secured by the tangible and intangible property of the borrowers and the guarantors. In connection with both tranches of the PennantPark Loan Agreement, we issued warrants to the PennantPark Entities to purchase an aggregate of 1,110,555 shares of our common stock. This instrument was repaid in full upon closing on the Senior Secured Credit Facility. | |||||||||
Capital_Lease_Obligations
Capital Lease Obligations | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Debt Disclosure [Abstract] | |||||||||||||
Capital Lease Obligations | 7 | Capital Lease Obligations | |||||||||||
Equipment subject to capital lease assumed is comprised of capitalized policy and claims administration software development costs and related computer equipment. Monthly payments on the capital lease, which expires on December 3, 2016, were approximately $206,000 as of March 31, 2015. Payments may be adjusted in connection with a change in the interest rate swap rate quoted in the Bloomberg Swap Rate Report. The Company’s obligations for future payments on the capital lease as of March 31, 2015, based on the interest rate swap rate in effect on that date, are as follows: | |||||||||||||
In thousands | Principal | Interest | Total | ||||||||||
Payments on Capital Lease | |||||||||||||
2015 | $ | 1,565 | $ | 84 | $ | 1,649 | |||||||
2016 | 2,422 | 50 | 2,472 | ||||||||||
Total | $ | 3,987 | $ | 134 | $ | 4,121 | |||||||
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||
Stock-Based Compensation | 8 | Stock-Based Compensation | |||||||||||||||
Omnibus Incentive Plan | |||||||||||||||||
On January 15, 2015, the Board of Directors approved the Patriot National, Inc. 2014 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), subject to and with effect upon approval of such plan by the stockholders of the Company. | |||||||||||||||||
The compensation committee of our board of directors determines the participants under the Omnibus Incentive Plan. The Omnibus Incentive Plan provides for non-qualified and incentive stock options, restricted stock and restricted stock units, any or all of which may be made contingent upon the achievement of performance criteria. Subject to the Omnibus Incentive Plan limits, the compensation committee has the discretionary authority to determine the size of an award. | |||||||||||||||||
Shares of our common stock available for issuance under the Omnibus Incentive Plan include authorized and unissued shares of common stock or authorized and issued shares of common stock reacquired and held as treasury shares or otherwise, or a combination thereof. The number of available shares is reduced by the aggregate number of shares that become subject to outstanding awards granted under the Omnibus Incentive Plan. To the extent that shares subject to an outstanding award granted under either the Omnibus Incentive Plan are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or by reason of the settlement of such award in cash, then such shares will again be available for grant under the Omnibus Incentive Plan. Shares withheld to satisfy tax withholding requirements upon the vesting of awards other than stock options will also be available for grant under the Omnibus Incentive Plan. Shares that are used to pay the exercise price of an option, shares delivered to or withheld by us to pay withholding taxes related to stock options, and shares that are purchased on the open market with the proceeds of an option exercise, may not again be made available for issuance. | |||||||||||||||||
Stock Options | |||||||||||||||||
In the three months ended March 31, 2015, we issued stock options as incentive compensation for officers and certain key employees on the date of the Initial Public Offering. The exercise price of each stock option is the closing market price of our common stock on the date of grant. The options will vest in three equal annual installments on the first, second and third anniversaries of grant and expire 10 years after the grant date. The fair values of these stock options were estimated using the Black-Scholes valuation model with the following weighted-average assumptions: | |||||||||||||||||
Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
In thousands | 2015 | ||||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Risk-free interest rate (1) | 0.49 | % | |||||||||||||||
Expected volatility (2) | 33.02 | % | |||||||||||||||
Expected life in years (3) | 3 | ||||||||||||||||
-1 | The risk-free interest rate for the periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. | ||||||||||||||||
-2 | The expected volatility is a measure of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data. | ||||||||||||||||
-3 | The expected life is the period of time, on average, that participants are expected to hold their options before exercise based primarily on our historical data. | ||||||||||||||||
For the three months ended March 31, 2015, we awarded 1,180,400 options with an estimated fair value of $3.1 million. Option activity for the three months ended March 31, 2015 is as follows: | |||||||||||||||||
In thousands, except weighted-average price and remaining | Number of Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
contractual term | |||||||||||||||||
Options outstanding at December 31, 2014 | — | $ | — | ||||||||||||||
Options granted | 1,180 | $ | 13.98 | ||||||||||||||
Options exercised | — | $ | — | ||||||||||||||
Options cancelled or forfeited | (44 | ) | $ | 14 | |||||||||||||
Options outstanding at March 31, 2015 | 1,136 | $ | 13.98 | 9.7 | $ | 2,940 | |||||||||||
Options expected to vest at March 31, 2015 | 1,136 | $ | 13.98 | 9.7 | $ | 2,940 | |||||||||||
Options exercisable at March 31, 2015 | — | $ | 13.98 | 9.7 | $ | — | |||||||||||
As of March 31, 2015, we recognized $0.3 million of stock compensation expense associated with these options, and there was $2.6 million of total unrecognized stock compensation cost related to unvested stock options that is expected to be recognized over a weighted-average period of 2.7 years. | |||||||||||||||||
Restricted Stock Awards | |||||||||||||||||
In 2015, we issued 525,946 restricted shares as incentive compensation for officers, directors, and certain key employees on the date of the Initial Public Offering. Subsequent to issuance, 22,059 restricted shares were forfeited, leaving 503,887 remaining restricted shares outstanding as of March 31, 2015, all of which were unvested. The fair value of outstanding restricted shares at grant date was $7.0 million. Stock grants for the three months ended March 31, 2015 were as follows: | |||||||||||||||||
In thousands, except weighted-average fair value price | Number of Shares | Weighted-Average Grant-Date Fair Value | |||||||||||||||
Unvested restricted shares outstanding at December 31, 2014 | — | $ | — | ||||||||||||||
Restricted shares granted | 526 | $ | 13.98 | ||||||||||||||
Restricted shares vested | — | $ | — | ||||||||||||||
Restricted shares forfeited | (22 | ) | $ | 14 | |||||||||||||
Unvested restricted shares outstanding as of March 31, 2015 | 504 | $ | 13.98 | ||||||||||||||
As of March 31, 2015, we recognized $2.2 million of stock compensation expense associated with these restricted shares, and there was $4.8 million of total unrecognized stock compensation cost related to unvested restricted stock to be recognized over a weighted average period of 1.5 years. |
Fair_Value_Measurement_of_Fina
Fair Value Measurement of Financial Liabilities | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||
Fair Value Measurement of Financial Liabilities | 9 | Fair Value Measurement of Financial Liabilities | |||||||||||||||||||
With respect to the Company’s financial liabilities, which include notes payable, capital lease obligation, earn-out obligations of acquisitions and warrant redemption liability, the Company has adopted current accounting guidance which establishes the authoritative definition of fair value, establishes a framework for measuring fair value, creates a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. This guidance defines fair value as the price that would be paid to transfer the warrant redemption liability in an orderly transaction between market participants at the measurement date. As required under current accounting guidance, the Company has identified and disclosed its financial assets in a fair value hierarchy, which consists of the following three levels: | |||||||||||||||||||||
Definition | |||||||||||||||||||||
Level 1 | Observable unadjusted quoted prices in active markets for identical securities. | ||||||||||||||||||||
Level 2 | Observable inputs other than quoted prices in active markets for identical securities, | ||||||||||||||||||||
including: | |||||||||||||||||||||
(i) | quoted prices in active markets for similar securities. | ||||||||||||||||||||
(ii) | quoted prices for identical or similar securities in markets that are not active. | ||||||||||||||||||||
(iii) | inputs other than quoted prices that are observable for the security (e.g., interest rates, yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, credit risks and default rates). | ||||||||||||||||||||
(iv) | inputs derived from or corroborated by observable market data by correlation or other means. | ||||||||||||||||||||
Level 3 | Unobservable inputs, including the reporting entity’s own data, as long as there is no | ||||||||||||||||||||
contrary data indicating market participants would use different assumptions. | |||||||||||||||||||||
The Company’s notes payable, capital lease obligation, earn-out obligations of acquisitions, and warrant redemption liability, for which carrying values were equal to fair values, classified by level within the fair value hierarchy, were as follows as of March 31, 2015 and December 31, 2014 (in thousands): | |||||||||||||||||||||
Fair Value Measurement, Using | |||||||||||||||||||||
31-Mar-15 | Quoted Prices in | Significant Other | Significant | Total | |||||||||||||||||
Active Markets for | Observable Inputs | Unobservable | |||||||||||||||||||
Identical Securities | (Level 2) | Inputs | |||||||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||||||
Notes payable | $ | — | $ | — | $ | 40,000 | $ | 40,000 | |||||||||||||
Capital lease obligation | — | — | 3,987 | 3,987 | |||||||||||||||||
Earnout obligation of acquisitions | — | — | 9,220 | 9,220 | |||||||||||||||||
Warrant redemption liability | — | — | — | — | |||||||||||||||||
Total | $ | — | $ | — | $ | 53,207 | $ | 53,207 | |||||||||||||
Fair Value Measurement, Using | |||||||||||||||||||||
31-Dec-14 | Quoted Prices in | Significant Other | Significant | Total | |||||||||||||||||
Active Markets for | Observable Inputs | Unobservable | |||||||||||||||||||
Identical Securities | (Level 2) | Inputs | |||||||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||||||
Notes payable | $ | — | $ | — | $ | 110,821 | $ | 110,821 | |||||||||||||
Capital lease obligation | — | — | 4,770 | 4,770 | |||||||||||||||||
Warrant redemption liability | — | — | 12,879 | 12,879 | |||||||||||||||||
Total | $ | — | $ | — | $ | 128,470 | $ | 128,470 | |||||||||||||
The following is a reconciliation of the fair value of the Company’s financial liabilities that were measured using significant unobservable (Level 3) inputs (in thousands): | |||||||||||||||||||||
Three Months Ended March 31, 2015 | Notes Payable | Capital Lease | Earnout | Warrant | Total | ||||||||||||||||
Obligation | Obligation | Redemption | |||||||||||||||||||
Liability | |||||||||||||||||||||
Fair value, January 1, 2015 | $ | 110,821 | $ | 4,770 | $ | — | $ | 12,879 | $ | 128,470 | |||||||||||
Proceeds from issuance of Term Loan A | 40,000 | — | — | — | 40,000 | ||||||||||||||||
Repayment of notes payable | (119,573 | ) | — | — | — | (119,573 | ) | ||||||||||||||
Amortization of warrant and original issue discount on | 8,752 | — | — | — | 8,752 | ||||||||||||||||
notes payable | |||||||||||||||||||||
Payments under capital lease | — | (783 | ) | — | — | (783 | ) | ||||||||||||||
Record earnout obligation on acquisitions | — | — | 9,220 | — | 9,220 | ||||||||||||||||
Exercise of warrants | — | — | — | (9,995 | ) | (9,995 | ) | ||||||||||||||
Decrease in fair value of common stock and warrant | — | — | — | (1,385 | ) | (1,385 | ) | ||||||||||||||
redemption liability | |||||||||||||||||||||
Contribute remaining liability balance due to equity warrants | — | — | — | (1,499 | ) | (1,499 | ) | ||||||||||||||
Fair Value, March 31, 2015 | $ | 40,000 | $ | 3,987 | $ | 9,220 | $ | — | $ | 53,207 | |||||||||||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions |
Fee income from related party represents fee income earned from Guarantee Insurance Company (“Guarantee Insurance”), a related party as described above. Fee income from Guarantee Insurance for claims administration services is based on the net portion of claims expense retained by Guarantee Insurance pursuant to quota share reinsurance agreements between Guarantee Insurance, Patriot Underwriters, Inc.’s (“PUI”) third party insurance company customers and the segregated portfolio cell reinsurers that assume business written by Guarantee Insurance. Certain fee income from third-party segregated portfolio cell reinsurers is remitted to the Company by Guarantee Insurance on behalf of the segregated portfolio cell reinsurers. Fee income from Guarantee Insurance for brokerage, underwriting and policyholder services represents fees for soliciting applications for workers’ compensation insurance for Guarantee Insurance, based on a percentage of premiums written or other amounts negotiated by the parties. | |
For the three months ended March 31, 2014, the allocation of marketing, underwriting and policy issuance costs from related party in the accompanying combined statements of operations represents costs reimbursed to Guarantee Insurance Group for salaries and other costs incurred by Guarantee Insurance Group to provide its policyholder services. Management fees paid to related party for administrative support services in the accompanying combined statements of operations represent amounts paid to Guarantee Insurance Group for management oversight, legal, accounting, human resources and technology support services. Effective August 6, 2014, the management services agreement pursuant to which these fees were payable was terminated and all costs associated with our operations began to be incurred directly by us. Accordingly, beginning August 6, 2014, such expenses, rather than being reflected in this item, are recorded in the line items to which they relate, which are primarily “salaries and salary related expenses,” “outsourced services” and “other operating expenses.” | |
As of March 31, 2015, we had a net payable to related parties of $64 thousand due to entities controlled by Mr. Mariano, our founder, Chairman, President and Chief Executive Officer. |
Concentration
Concentration | 3 Months Ended | |
Mar. 31, 2015 | ||
Risks And Uncertainties [Abstract] | ||
Concentration | 11 | Concentration |
For the three months ended March 31, 2015, approximately 83% of total combined fee income and fee income from related party was attributable to contracts with Guarantee Insurance, the Company’s largest customer and a related party, and approximately 10% was attributable to contracts with the Company’s second largest customer. For the three months ended March 31, 2014, approximately 56% of total combined fee income and fee income from related revenues was attributable to contracts with Guarantee Insurance, and approximately 31% and 7% were attributable to contracts with the Company’s second and third largest customers, respectively. | ||
As of March 31, 2015, approximately 84% of combined fee income receivable and fee income receivable from related party was attributable to contracts with Guarantee Insurance, the Company’s largest customer and a related party, and approximately 5% and 3% of combined fee income receivable and fee income receivable from related party were attributable to contracts with the Company’s second and third largest customers, respectively. As of December 31, 2014, approximately 86% of combined fee income receivable and fee income receivable from related party was attributable to contracts with Guarantee Insurance, the Company’s largest customer and a related party, and approximately 8% and 2% of combined fee income receivable and fee income receivable from related party were attributable to contracts with the Company’s second and third largest customers, respectively. | ||
Because fee income from related party for claims administration services is based on the net portion of claims expense retained by Guarantee Insurance, the Company’s revenues attributable to contracts with Guarantee Insurance do not necessarily represent fee income from related party. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |
Mar. 31, 2015 | ||
Commitments And Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 12 | Commitments and Contingencies |
Contractual Obligations and Commitments | ||
In connection with the Senior Secured Credit Facility as described in Note 6, Notes Payable and Lines of Credit, the common stock of the Company and the common stock or units of each of the Company’s wholly and majority owned subsidiaries were pledged as collateral. | ||
Off-Balance Sheet Arrangements | ||
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. | ||
The Company has employment agreements with certain executives and other employees, which provide for compensation and certain other benefits and for severance payments under certain circumstances. The employment agreements contain clauses that become effective upon a change of control of the Company. Upon the occurrence of any of the defined events in the employment agreements, the Company would be obligated to pay certain amounts to the relevant employees. | ||
The Company maintains cash at various financial institutions, and, at times, balances may exceed federally insured limits. Management does not believe this results in any material effect on the Company’s financial position or results of operations. | ||
In the normal course of business, the Company may be party to various legal actions that management believes will not result in any material effect on the Company’s financial position or results of operations. |
Warrant_Redemption_Liability
Warrant Redemption Liability | 3 Months Ended | |
Mar. 31, 2015 | ||
Warrants And Rights Note Disclosure [Abstract] | ||
Warrant Redemption Liability | 13 | Warrant Redemption Liability |
There was no warrant redemption liability as of March 31, 2015. Concurrent with our IPO and repayment of the PennantPark debt on January 22, 2015, the PennantPark Entities exercised 965,700 of their 1,110,555 detachable common stock warrants for common stock at an exercise price of $2.67 per share. The PennantPark Entities waived their put right on the remaining 144,855 detachable common stock warrants. By eliminating the put right, the PennantPark Entities cannot require the Company to redeem the remaining detachable common stock warrants for cash, thereby eliminating the warrant redemption liability previously required. The remaining 144,855 detachable common stock warrants can be used to purchase shares of the Company’s common stock at an exercise price of $2.67 per share, and expire on November 27, 2023. | ||
On November 27, 2013, the Company issued 626,295 detachable common stock warrants to new lenders to purchase shares of the Company’s common stock at an exercise price of $2.67 per share. The warrants expire on November 27, 2023. Prior to the exercise and removal of the put right, at the fifth anniversary date of the warrants and any time after the eighth anniversary date of the warrants, the warrant holders could have required the Company to redeem the warrants for cash, in an amount equal to the estimated fair value of the warrants, as determined by an independent appraisal, less the total exercise price of the redeemed warrants. The value of the warrants was recorded as a discount on the loan and a warrant liability on November 27, 2013. The discount on the loan was amortized as interest expense over the term of the loan. The Company attributed a value to these warrants of approximately $7.3 million as of December 31, 2014. | ||
On August 6, 2014, in connection with the additional tranche described in Note 6, Notes Payable and Lines of Credit, the Company issued 484,260 detachable common stock warrants to the PennantPark Entities to purchase shares of the Company’s common stock at an exercise price of $2.67 per share. The warrants expire on November 27, 2023. Prior to the exercise and removal of the put right, at the fifth anniversary date of the warrants and any time after the eighth anniversary date of the warrants, the warrant holders could have required the Company to redeem the warrants for cash, in an amount equal to the estimated fair value of the warrants, as determined by an independent appraisal, less the total exercise price of the redeemed warrants. The value of the warrants was recorded as a discount on the loan and a warrant liability on August 6, 2014. The discount on the loan was amortized as interest expense over the term of the loan. The Company attributed a value to these warrants of approximately $5.6 million as of December 31, 2014. |
Income_Taxes
Income Taxes | 3 Months Ended | |
Mar. 31, 2015 | ||
Income Tax Disclosure [Abstract] | ||
Income Taxes | 14 | Income Taxes |
The Company uses an estimated annual effective tax rate method of computing its interim tax provision. Certain items, including those deemed to be unusual, infrequent or that cannot be reliably estimated, are excluded from the estimated annual effective tax rates. In these cases, the actual tax expense or benefit applicable to that item is treated discretely and is reported in the same period as the related item. For the three-month period ended March 31, 2015, the tax effects of warrants were treated as a discrete item. | ||
The effective tax rate is based on forecasted annual pre-tax income, permanent differences and statutory tax rates. For the three months ended March 31, 2015, the effective income tax rate was 42%. The main drivers of the difference in the effective tax rate from the statutory rate are warrants, success based fees, and meals and entertainment. | ||
The Company and its subsidiaries are subject to U.S. federal income tax, as well as income tax in multiple states with heavy concentration in Florida, California, and Pennsylvania. The net deferred tax assets as of March 31, 2015 were $6.6 million before valuation allowance. A valuation allowance related to deferred tax assets is required when it is considered more likely than not that all or part of the benefit related to such assets will not be realized. In assessing the need for a valuation allowance, the Company considered both positive and negative evidence in concluding that a full valuation allowance was necessary against its net deferred tax assets at March 31, 2015. | ||
At March 31, 2015 and December 31, 2014, the Company had no unrecognized tax benefits and no amounts recorded for uncertain tax positions. | ||
Subsequent_Events
Subsequent Events | 3 Months Ended | |
Mar. 31, 2015 | ||
Subsequent Events [Abstract] | ||
Subsequent Events | 15 | Subsequent Events |
On April 8, 2015, TriGen Insurance Solutions, Inc. (“TriGen”), our wholly owned subsidiary, entered into an asset purchase agreement with Hospitality Supportive Systems, LLC, a Pennsylvania limited liability company (“HSS”), and the sole shareholder of HSS effective April 1, 2015, pursuant to which we acquired substantially all of the assets of HSS for an estimated maximum of $9,650,000. Pursuant to the HSS purchase agreement, the Company paid HSS $5,605,000 in cash at closing. HSS will also be entitled to an earn-out payment of up to $4,045,000 twelve months after closing, subject to reduction on a pro-rata basis if EBITDA within the first year does not meet certain targets. On May 14, 2015, due to strong post-acquisition performance, the parties amended the HSS purchase agreement to cap the incentive earn-out at $5,000,000 and to accelerate the base earn-out to be paid as of the date of the amendment. | ||
On April 8, 2015, TriGen also entered into an asset purchase agreement with Selective Risk Management LLC, a Pennsylvania limited liability company (“SRM”), and the shareholders of SRM effective April 1, 2015, pursuant to which we acquired substantially all of the assets of SRM for a maximum of $3,845,000. Pursuant to the SRM purchase agreement, we paid SRM $1,922,500 in cash at closing. SRM will also be entitled to an earn-out payment of up to $1,922,500 twelve months after closing, subject to reduction on a pro-rata basis if EBITDA within the first year does not meet certain targets. On May 14, 2015, due to strong post-acquisition performance, the parties amended the SRM purchase agreement to accelerate the earn-out to be paid as of the date of the amendment. | ||
On April 17, 2015, Vikaran Technology Solutions, Inc. (“VTS”), our wholly owned subsidiary, entered into an agreement and plan of merger with Vikaran Solutions, LLC, an Illinois limited liability company (“Vikaran”), and certain members of Vikaran, pursuant to which Vikaran was merged with and into VTS. The merger closed on April 17, 2015 for a purchase price of $8,500,000 paid in cash at closing. | ||
In connection with the Vikaran transaction, we also entered into a definitive agreement to purchase all of the outstanding stock of Mehta and Pazol Consulting Services Private Limited, an Indian private limited company (“MPCS”). MPCS is Vikaran’s software development center located in Pune, India. The purchase price for MPCS is expected to be approximately $1,500,000. | ||
On April 24, 2015, Patriot Risk Services, Inc (“PRS”), our wholly owned subsidiary, entered into a stock purchase agreement with Corporate Claims Management, Inc. a Missouri corporation (“CCMI”) and the shareholders of CCMI pursuant to which PRS acquired all of the outstanding equity of CCMI for $8,000,000 in cash plus a performance-based earn-out of up to $1,000,000. Pursuant to the CCMI purchase agreement, the Sellers will be entitled to the earn-out in two tranches. The first tranche will be up to $500,000 twelve months after closing, and the second tranche will be up to $500,000 fifteen months after closing, in each case subject to a reduction on a pro-rata basis if revenue during each earn-out period does not meet certain targets. Neither the Company nor PRS assumed any material liabilities under the CCMI purchase agreement. In connection with the transaction, which closed April 24, 2015, CCMI became a direct subsidiary of PRS. | ||
On May 8, 2015, Contego Services Group, LLC (“Contego”), a 97% owned subsidiary of Patriot Services Inc., entered into an asset purchase agreement with Candid Investigation Services, LLC, a New Mexico limited liability company (“Candid”), to acquire substantially all of the assets of Candid for a maximum of $1,500,000. Pursuant to the asset purchase agreement, the Company paid $900,000 in cash at closing. Candid will be entitled to earn-out payments totaling $600,000 in quarterly payments over twelve months after closing, subject to reduction on a pro-rata basis if revenue during each earn-out period does not meet certain targets. |
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business |
Patriot National, Inc. (“Patriot National” or “the Company”) is a national provider of comprehensive outsourcing solutions within the workers’ compensation marketplace for insurance companies, employers, local governments and reinsurance captives. We offer an end-to-end portfolio of services to increase business production, contain costs and reduce claims experience for our clients. We leverage our strong distribution relationships, proprietary business processes, advanced technology infrastructure and management expertise to deliver valuable solutions to our clients. We strive to deliver these value-added services to our clients in order to help them navigate the workers’ compensation landscape, ensure compliance with state regulations, handle all aspects of the claims process and ultimately contain costs. | |
The Company offers two types of services: brokerage, underwriting and policyholder services (or our “brokerage and policyholder services”) and claims administration services (or our “claims administration services”). | |
We generate fee income for our services from our clients based on (1) a percentage of premiums for the policies we service, (2) the cost savings we achieve for our clients or (3) a fixed fee for a particular service. Unlike our insurance and reinsurance carrier clients, we do not generate underwriting income or assume underwriting risk on workers’ compensation plans. Patriot National is headquartered in Ft. Lauderdale, Florida. | |
Basis of Presentation | Basis of Presentation |
The accompanying unaudited combined financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been omitted pursuant to such rules and regulations. The unaudited combined financial statements included herein are, in the opinion of management, prepared on a basis consistent with our audited combined financial statements for the year ended December 31, 2014 and include all normal recurring adjustments necessary for a fair presentation of the information set forth. The quarterly results of operations are not necessarily indicative of the results of operations to be reported for subsequent quarters or the full year. These unaudited combined financial statements should be read in conjunction with the audited combined financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014. In the preparation of our unaudited combined financial statements as of March 31, 2015, management evaluated all material subsequent events or transactions that occurred after the balance sheet date through the date on which the financial statements were issued for potential recognition or disclosure therein. | |
For Contego Services Group, LLC, the Company’s combined subsidiary that is 97% owned, and for DecisionUR, LLC, the Company’s combined subsidiary that is 98.8% owned, the third party holdings of equity interests are referred to as non-controlling interest. The portion of the third party members’ equity (deficit) of Contego Services Group, LLC and DecisionUR, LLC are presented as non-controlling interest in the accompanying combined balance sheets as of March 31, 2015 and December 31, 2014. The Company discloses the following three measures of net income (loss): (1) net income (loss), including noncontrolling interest in subsidiary, (2) net income (loss) attributable to non-controlling interest in subsidiary, and (3) net income (loss). |
Business_Combinations_Tables
Business Combinations (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||
Summary of Purchase Prices of Businesses Acquired | These acquisitions have been accounted for using the acquisition method for recording business combinations, except for DecisionUR, LLC, as further discussed. | ||||||||||||||||||||
Name and Effective Date of Acquisition (In thousands): | Cash Paid | Accrued Liability | Recorded Earnout Payable | Maximum Potential Earnout Payable | Total Recorded Purchase Price | ||||||||||||||||
Phoenix Risk Management, Inc (January 31, 2015) | $ | 1,099 | $ | — | $ | 2,790 | $ | 3,000 | $ | 3,889 | |||||||||||
DecisionUR, LLC (February 5, 2015) | 2,240 | 23 | — | — | 2,240 | ||||||||||||||||
Capital & Guaranty, LLC (February 9, 2015) | 175 | — | 175 | 175 | 350 | ||||||||||||||||
TriGen Holding Group, Inc (March 31, 2015) | 3,240 | 3,453 | 6,255 | 6,500 | 9,495 | ||||||||||||||||
Total | $ | 6,754 | $ | 3,476 | $ | 9,220 | $ | 9,675 | $ | 15,974 | |||||||||||
Estimated of Fair Values of the Net Assets Acquired | The following is a summary of the estimated fair values of the net assets acquired at the date of each of the four acquisitions made in the three-months ended March 31, 2015: | ||||||||||||||||||||
In thousands | Total | ||||||||||||||||||||
Assets Acquired: | |||||||||||||||||||||
Cash | $ | 73 | |||||||||||||||||||
Restricted cash | 2,242 | ||||||||||||||||||||
Accounts receivable | 1,238 | ||||||||||||||||||||
Fixed assets | 45 | ||||||||||||||||||||
Other assets | 149 | ||||||||||||||||||||
Goodwill | 5,591 | ||||||||||||||||||||
Intangible assets: | |||||||||||||||||||||
Customer & carrier relationships | 7,756 | ||||||||||||||||||||
Service contracts | 320 | ||||||||||||||||||||
Non-compete agreements | 889 | ||||||||||||||||||||
Developed technology | 639 | ||||||||||||||||||||
Trade name portfolio | 509 | ||||||||||||||||||||
Total intangible assets | 10,113 | ||||||||||||||||||||
Total assets acquired | 19,451 | ||||||||||||||||||||
Liabilities assumed | 3,476 | ||||||||||||||||||||
Total net assets acquired | $ | 15,975 | |||||||||||||||||||
Summary of Unaudited Pro Forma Historical Results | The following is a summary of the unaudited pro forma historical results, as if these entities and Patriot Care Management, which was acquired on August 6, 2014, had been acquired at January 1, 2014 (in thousands, except per share data): | ||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||
In thousands | 2015 | 2014 | |||||||||||||||||||
Total revenues | 45,176 | 29,275 | |||||||||||||||||||
Net (loss) income | (4,510 | ) | 909 | ||||||||||||||||||
Basic net (loss) income per share | $ | (0.18 | ) | $ | 0.06 | ||||||||||||||||
Diluted net (loss) income per share | $ | (0.18 | ) | $ | 0.06 | ||||||||||||||||
Fixed_Assets_And_Other_Long_Te1
Fixed Assets And Other Long Term Assets(Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Fixed Assets And Other Long Term Assets [Abstract] | |||||||||
Major Classes of Fixed Assets | As of March 31, 2015 and December 31, 2014, our major classes of fixed assets consisted of the following: | ||||||||
In thousands | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
(Unaudited) | |||||||||
Fixed Assets | |||||||||
Computer equipment, software and furniture and fixtures | $ | 5,961 | $ | 5,722 | |||||
Leasehold improvements | 2,577 | 2,545 | |||||||
Total fixed assets | 8,538 | 8,267 | |||||||
Less accumulated depreciation | (6,822 | ) | (6,388 | ) | |||||
Fixed assets, net of accumulated depreciation | $ | 1,716 | $ | 1,879 | |||||
Other Long Term Assets | As of March 31, 2015 and December 31, 2014, other long term assets consisted of the following: | ||||||||
In thousands | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
Other long term assets | (Unaudited) | ||||||||
Capitalized policy and claims administration system development costs | $ | 14,709 | $ | 13,093 | |||||
Less accumulated depreciation | (4,129 | ) | (3,251 | ) | |||||
Other long term assets, net of accumulated depreciation | $ | 10,580 | $ | 9,842 | |||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||
Summary of Changes in Goodwill | Changes in goodwill are summarized as follows: | ||||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Balance as of December 31, 2014 | $ | 61,493 | |||||||||||||||||||||||
Goodwill acquired | 5,591 | ||||||||||||||||||||||||
Balance as of March 31, 2015 | $ | 67,084 | |||||||||||||||||||||||
Schedule of Intangible Assets Including Original Fair Values and Net Book Values | The intangible assets, their original fair values, and their net book values are detailed below as of the dates presented: | ||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||
In thousands | Gross Asset | Accumulated Amortization | Net Asset | Gross Asset | Accumulated Amortization | Net Asset | |||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Intangible Assets | |||||||||||||||||||||||||
Service contracts | $ | 35,120 | $ | (2,907 | ) | $ | 32,213 | $ | 34,800 | $ | (1,812 | ) | $ | 32,988 | |||||||||||
Customer and carrier relationships | 7,756 | (43 | ) | 7,713 | — | — | — | ||||||||||||||||||
Non-compete agreements | 889 | (22 | ) | 867 | — | — | — | ||||||||||||||||||
Developed technology | 639 | (19 | ) | 620 | — | — | — | ||||||||||||||||||
Trade names | 509 | (3 | ) | 506 | — | — | — | ||||||||||||||||||
Total | $ | 44,913 | $ | (2,994 | ) | $ | 41,919 | $ | 34,800 | $ | (1,812 | ) | $ | 32,988 | |||||||||||
Schedule of Estimated Future Amortization Expense of Intangible Assets | The table below reflects the estimated amortization expense for the Company’s intangible assets for each of the next five years and thereafter: | ||||||||||||||||||||||||
In thousands | March 31, | ||||||||||||||||||||||||
2015 | |||||||||||||||||||||||||
Amortization expense | (Unaudited) | ||||||||||||||||||||||||
2015 (remaining nine months) | $ | 4,362 | |||||||||||||||||||||||
2016 | 5,816 | ||||||||||||||||||||||||
2017 | 5,460 | ||||||||||||||||||||||||
2018 | 5,372 | ||||||||||||||||||||||||
2019 | 5,372 | ||||||||||||||||||||||||
Thereafter | 15,537 | ||||||||||||||||||||||||
Total | $ | 41,919 | |||||||||||||||||||||||
Notes_Payable_and_Lines_of_Cre1
Notes Payable and Lines of Credit (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Notes Payable | As of March 31, 2015 and December 31, 2014, notes payable were comprised of the following: | ||||||||
In thousands | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
(Unaudited) | |||||||||
PennantPark Loan Agreement | $ | — | $ | 63,285 | |||||
UBS Credit Agreement | — | 56,288 | |||||||
BMO Term Loan A | 40,000 | — | |||||||
Gross Notes Payable and Current Portion of Notes Payable | 40,000 | 119,573 | |||||||
Less original issue discount | — | (3,085 | ) | ||||||
Less value attributable to stock warrants | — | (5,667 | ) | ||||||
Notes Payable and Current Portion of Notes Payable | 40,000 | 110,821 | |||||||
Less current portion of notes payable | (2,000 | ) | (15,782 | ) | |||||
Notes Payable | $ | 38,000 | $ | 95,039 | |||||
Capital_Lease_Obligations_Tabl
Capital Lease Obligations (Tables) (Capital Lease Obligations) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Capital Lease Obligations | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Schedule of Future Payments on Capital Lease Obligations Based on Interest Rate Swap Rate | The Company’s obligations for future payments on the capital lease as of March 31, 2015, based on the interest rate swap rate in effect on that date, are as follows: | ||||||||||||
In thousands | Principal | Interest | Total | ||||||||||
Payments on Capital Lease | |||||||||||||
2015 | $ | 1,565 | $ | 84 | $ | 1,649 | |||||||
2016 | 2,422 | 50 | 2,472 | ||||||||||
Total | $ | 3,987 | $ | 134 | $ | 4,121 | |||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||
Schedule of Significant Assumptions Used in Black-Scholes Model to Estimate Fair Value of Stock Options | The fair values of these stock options were estimated using the Black-Scholes valuation model with the following weighted-average assumptions: | ||||||||||||||||
Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
In thousands | 2015 | ||||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Risk-free interest rate (1) | 0.49 | % | |||||||||||||||
Expected volatility (2) | 33.02 | % | |||||||||||||||
Expected life in years (3) | 3 | ||||||||||||||||
-1 | The risk-free interest rate for the periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. | ||||||||||||||||
-2 | The expected volatility is a measure of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data. | ||||||||||||||||
-3 | The expected life is the period of time, on average, that participants are expected to hold their options before exercise based primarily on our historical data. | ||||||||||||||||
Summary of Stock Options Activity | For the three months ended March 31, 2015, we awarded 1,180,400 options with an estimated fair value of $3.1 million. Option activity for the three months ended March 31, 2015 is as follows: | ||||||||||||||||
In thousands, except weighted-average price and remaining | Number of Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
contractual term | |||||||||||||||||
Options outstanding at December 31, 2014 | — | $ | — | ||||||||||||||
Options granted | 1,180 | $ | 13.98 | ||||||||||||||
Options exercised | — | $ | — | ||||||||||||||
Options cancelled or forfeited | (44 | ) | $ | 14 | |||||||||||||
Options outstanding at March 31, 2015 | 1,136 | $ | 13.98 | 9.7 | $ | 2,940 | |||||||||||
Options expected to vest at March 31, 2015 | 1,136 | $ | 13.98 | 9.7 | $ | 2,940 | |||||||||||
Options exercisable at March 31, 2015 | — | $ | 13.98 | 9.7 | $ | — | |||||||||||
Summary of Restricted Stock Awards Activity During the Period | Stock grants for the three months ended March 31, 2015 were as follows: | ||||||||||||||||
In thousands, except weighted-average fair value price | Number of Shares | Weighted-Average Grant-Date Fair Value | |||||||||||||||
Unvested restricted shares outstanding at December 31, 2014 | — | $ | — | ||||||||||||||
Restricted shares granted | 526 | $ | 13.98 | ||||||||||||||
Restricted shares vested | — | $ | — | ||||||||||||||
Restricted shares forfeited | (22 | ) | $ | 14 | |||||||||||||
Unvested restricted shares outstanding as of March 31, 2015 | 504 | $ | 13.98 | ||||||||||||||
Fair_Value_Measurement_of_Fina1
Fair Value Measurement of Financial Liabilities (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||
Summary of Fair Value Measurement of Financial Liabilities | The Company’s notes payable, capital lease obligation, earn-out obligations of acquisitions, and warrant redemption liability, for which carrying values were equal to fair values, classified by level within the fair value hierarchy, were as follows as of March 31, 2015 and December 31, 2014 (in thousands): | ||||||||||||||||||||
Fair Value Measurement, Using | |||||||||||||||||||||
31-Mar-15 | Quoted Prices in | Significant Other | Significant | Total | |||||||||||||||||
Active Markets for | Observable Inputs | Unobservable | |||||||||||||||||||
Identical Securities | (Level 2) | Inputs | |||||||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||||||
Notes payable | $ | — | $ | — | $ | 40,000 | $ | 40,000 | |||||||||||||
Capital lease obligation | — | — | 3,987 | 3,987 | |||||||||||||||||
Earnout obligation of acquisitions | — | — | 9,220 | 9,220 | |||||||||||||||||
Warrant redemption liability | — | — | — | — | |||||||||||||||||
Total | $ | — | $ | — | $ | 53,207 | $ | 53,207 | |||||||||||||
Fair Value Measurement, Using | |||||||||||||||||||||
31-Dec-14 | Quoted Prices in | Significant Other | Significant | Total | |||||||||||||||||
Active Markets for | Observable Inputs | Unobservable | |||||||||||||||||||
Identical Securities | (Level 2) | Inputs | |||||||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||||||
Notes payable | $ | — | $ | — | $ | 110,821 | $ | 110,821 | |||||||||||||
Capital lease obligation | — | — | 4,770 | 4,770 | |||||||||||||||||
Warrant redemption liability | — | — | 12,879 | 12,879 | |||||||||||||||||
Total | $ | — | $ | — | $ | 128,470 | $ | 128,470 | |||||||||||||
Summary of Reconciliation of the Fair Value of Financial Liabilities | The following is a reconciliation of the fair value of the Company’s financial liabilities that were measured using significant unobservable (Level 3) inputs (in thousands): | ||||||||||||||||||||
Three Months Ended March 31, 2015 | Notes Payable | Capital Lease | Earnout | Warrant | Total | ||||||||||||||||
Obligation | Obligation | Redemption | |||||||||||||||||||
Liability | |||||||||||||||||||||
Fair value, January 1, 2015 | $ | 110,821 | $ | 4,770 | $ | — | $ | 12,879 | $ | 128,470 | |||||||||||
Proceeds from issuance of Term Loan A | 40,000 | — | — | — | 40,000 | ||||||||||||||||
Repayment of notes payable | (119,573 | ) | — | — | — | (119,573 | ) | ||||||||||||||
Amortization of warrant and original issue discount on | 8,752 | — | — | — | 8,752 | ||||||||||||||||
notes payable | |||||||||||||||||||||
Payments under capital lease | — | (783 | ) | — | — | (783 | ) | ||||||||||||||
Record earnout obligation on acquisitions | — | — | 9,220 | — | 9,220 | ||||||||||||||||
Exercise of warrants | — | — | — | (9,995 | ) | (9,995 | ) | ||||||||||||||
Decrease in fair value of common stock and warrant | — | — | — | (1,385 | ) | (1,385 | ) | ||||||||||||||
redemption liability | |||||||||||||||||||||
Contribute remaining liability balance due to equity warrants | — | — | — | (1,499 | ) | (1,499 | ) | ||||||||||||||
Fair Value, March 31, 2015 | $ | 40,000 | $ | 3,987 | $ | 9,220 | $ | — | $ | 53,207 | |||||||||||
Description_of_Business_and_Ba2
Description of Business and Basis of Presentation - Additional Information (Details) | Mar. 31, 2015 |
Services | |
Description Of Business And Basis Of Presentation [Line Items] | |
Number of services offered | 2 |
Contego Services Group, LLC | |
Description Of Business And Basis Of Presentation [Line Items] | |
Ownership interest percentage in the subsidiary | 97.00% |
DecisionUR, LLC | |
Description Of Business And Basis Of Presentation [Line Items] | |
Ownership interest percentage in the subsidiary | 98.80% |
Business_Combinations_Addition
Business Combinations - Additional Information (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Business | ||
Business Acquisition [Line Items] | ||
Number Of Businesses Acquired | 4 | |
Business acquisition, contingent consideration liability | $9,200,000 | |
Asset impairment charges | 0 | 0 |
Total revenues | 42,993,000 | 15,808,000 |
Net income or loss | -4,816,000 | 1,502,000 |
Business Acquisition | ||
Business Acquisition [Line Items] | ||
Total revenues | 700,000 | |
Net income or loss | 0 | |
Maximum | ||
Business Acquisition [Line Items] | ||
Business Combination Aggregate Earnout Obligation related to acquisitions | $9,700,000 | |
Discount rate | 30.00% | |
Maximum | Customer Contracts | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets useful life | 10 years | |
Maximum | Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets useful life | 2 years | |
Maximum | Trade Names | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets useful life | 7 years | |
Minimum | ||
Business Acquisition [Line Items] | ||
Discount rate | 17.00% | |
Minimum | Customer Contracts | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets useful life | 2 years | |
Minimum | Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets useful life | 1 year | |
Minimum | Trade Names | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets useful life | 5 years |
Business_Combinations_Summary_
Business Combinations - Summary of Purchase Prices of Businesses Acquired (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Business Acquisition [Line Items] | |
Business acquisition, cash paid | $6,754 |
Business acquisition, accrued liability | 3,476 |
Business acquisition, recorded earnout payable | 9,220 |
Business acquisition, maximum potential earnout payable | 9,675 |
Business acquisition, total recorded purchase price | 15,974 |
Phoenix Risk Management, Inc; January 31, 2015 | |
Business Acquisition [Line Items] | |
Business acquisition, cash paid | 1,099 |
Business acquisition, accrued liability | 0 |
Business acquisition, recorded earnout payable | 2,790 |
Business acquisition, maximum potential earnout payable | 3,000 |
Business acquisition, total recorded purchase price | 3,889 |
DecisionUR, LLC | |
Business Acquisition [Line Items] | |
Business acquisition, cash paid | 2,240 |
Business acquisition, accrued liability | 23 |
Business acquisition, recorded earnout payable | 0 |
Business acquisition, maximum potential earnout payable | 0 |
Business acquisition, total recorded purchase price | 2,240 |
Capital & Guaranty, LLC; February 9, 2015 | |
Business Acquisition [Line Items] | |
Business acquisition, cash paid | 175 |
Business acquisition, accrued liability | 0 |
Business acquisition, recorded earnout payable | 175 |
Business acquisition, maximum potential earnout payable | 175 |
Business acquisition, total recorded purchase price | 350 |
TriGen Holding Group, Inc; March 31, 2015 | |
Business Acquisition [Line Items] | |
Business acquisition, cash paid | 3,240 |
Business acquisition, accrued liability | 3,453 |
Business acquisition, recorded earnout payable | 6,255 |
Business acquisition, maximum potential earnout payable | 6,500 |
Business acquisition, total recorded purchase price | $9,495 |
Business_Combinations_Estimate
Business Combinations - Estimated of Fair Values of the Net Assets Acquired (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Assets Acquired: | ||
Goodwill | $67,084,000 | $61,493,000 |
Business Acquisition | ||
Assets Acquired: | ||
Cash | 73,000 | |
Restricted cash | 2,242,000 | |
Accounts receivable | 1,238,000 | |
Fixed assets | 45,000 | |
Other assets | 149,000 | |
Goodwill | 5,591,000 | |
Intangible assets: | ||
Total intangible assets | 10,113,000 | |
Total assets acquired | 19,451,000 | |
Liabilities assumed | 3,476,000 | |
Total net assets acquired | 15,975,000 | |
Business Acquisition | Customer & carrier relationships | ||
Intangible assets: | ||
Total intangible assets | 7,756,000 | |
Business Acquisition | Service contracts | ||
Intangible assets: | ||
Total intangible assets | 320,000 | |
Business Acquisition | Non-compete agreements | ||
Intangible assets: | ||
Total intangible assets | 889,000 | |
Business Acquisition | Developed technology | ||
Intangible assets: | ||
Total intangible assets | 639,000 | |
Business Acquisition | Trade name portfolio | ||
Intangible assets: | ||
Total intangible assets | $509,000 |
Business_Combination_Summary_o
Business Combination - Summary of Unaudited Pro Forma Historical Results (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Business Combinations [Abstract] | ||
Total revenues | $45,176 | $29,275 |
Net (loss) income | ($4,510) | $909 |
Basic net (loss) income per share | ($0.18) | $0.06 |
Diluted net (loss) income per share | ($0.18) | $0.06 |
Recovered_Sheet1
Fixed Assets and Other Long Term Assets - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Furniture and Fixtures and Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 3 years |
Capitalized Policy and Claims Administration System Development Costs | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Recovered_Sheet2
Fixed Assets and Other Long Term Assets - Major Classes of Fixed Assets (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fixed Assets | ||
Fixed assets | $8,538 | $8,267 |
Less accumulated depreciation | -6,822 | -6,388 |
Fixed assets, net of accumulated depreciation | 1,716 | 1,879 |
Computer Equipment, Software and Furniture and Fixtures | ||
Fixed Assets | ||
Fixed assets | 5,961 | 5,722 |
Leasehold Improvements | ||
Fixed Assets | ||
Fixed assets | $2,577 | $2,545 |
Fixed_Assets_and_Other_Long_Te2
Fixed Assets and Other Long Term Assets - Other Long Term Assets (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Other long term assets | ||
Capitalized policy and claims administration system development costs | $14,709 | $13,093 |
Less accumulated depreciation | -4,129 | -3,251 |
Other long term assets, net of accumulated depreciation | $10,580 | $9,842 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Additional Information (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Business | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Impairment of goodwill | $0 |
Goodwill acquired in acquisition | 5,591,000 |
Number Of Businesses Acquired | 4 |
Intangible assets acquired in acquisition | $10,100,000 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Summary of Changes in Goodwill (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Balance as of December 31, 2014 | $61,493 |
Goodwill acquired | 5,591 |
Balance as of March 31, 2015 | $67,084 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Schedule of Intangible Assets, their Original Fair Value, and their Net Book Values (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | $44,913 | $34,800 |
Accumulated amortization | -2,994 | -1,812 |
Net asset | 41,919 | 32,988 |
Service contracts | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 35,120 | 34,800 |
Accumulated amortization | -2,907 | -1,812 |
Net asset | 32,213 | 32,988 |
Customer & carrier relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 7,756 | |
Accumulated amortization | -43 | |
Net asset | 7,713 | |
Non-compete agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 889 | |
Accumulated amortization | -22 | |
Net asset | 867 | |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 639 | |
Accumulated amortization | -19 | |
Net asset | 620 | |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 509 | |
Accumulated amortization | -3 | |
Net asset | $506 |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets - Estimated Amortization Expense for Intangible Assets (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Amortization expense | ||
2015 (remaining nine months) | $4,362 | |
2016 | 5,816 | |
2017 | 5,460 | |
2018 | 5,372 | |
2019 | 5,372 | |
Thereafter | 15,537 | |
Net asset | $41,919 | $32,988 |
Notes_Payable_and_Lines_of_Cre2
Notes Payable and Lines of Credit - Notes Payable (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Notes payable, Gross | $40,000 | $119,573 |
Less original issue discount | -3,085 | |
Less value attributable to stock warrants | -5,667 | |
Notes Payable and Current Portion of Notes Payable | 40,000 | 110,821 |
Less current portion of notes payable | -2,000 | -15,782 |
Notes payable | 38,000 | 95,039 |
PennantPark Loan Agreement | ||
Debt Instrument [Line Items] | ||
Notes payable, Gross | 63,285 | |
UBS Credit Agreement | ||
Debt Instrument [Line Items] | ||
Notes payable, Gross | 56,288 | |
BMO Term Loan A | ||
Debt Instrument [Line Items] | ||
Notes payable, Gross | $40,000 |
Notes_Payable_and_Lines_of_Cre3
Notes Payable and Lines of Credit - Senior Secured Credit Facility - Additional Information (Details) (USD $) | 0 Months Ended | 3 Months Ended |
In Millions, unless otherwise specified | Jan. 22, 2015 | Mar. 31, 2015 |
BMO Term Loan A | ||
Debt Instrument [Line Items] | ||
Amount borrowed under credit agreement | $40 | |
Increase in size of credit facility | 5 | |
Percentage of amortization of principal amount of term loan facility during first two years | 5.00% | |
Percentage of amortization of principal amount of term loan facility during third and fourth year | 7.50% | |
Percentage of amortization of principal amount of term loan facility during fifth year | 10.00% | |
BMO Term Loan A | Maximum | ||
Debt Instrument [Line Items] | ||
Increase in size of credit facility | 20 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Amount borrowed under credit agreement | 40 | 4.8 |
Line of credit available for borrowing | 35.2 | |
Revolving Credit Facility | Minimum | ||
Debt Instrument [Line Items] | ||
Increase in size of credit facility | 5 | |
Commitment fee basis points | 0.35% | |
Revolving Credit Facility | Maximum | ||
Debt Instrument [Line Items] | ||
Increase in size of credit facility | $20 | |
Commitment fee basis points | 0.50% | |
Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit facility term | 5 years | |
Increase on margins on loans and fees, percentage | 2.00% | |
Percentage of stock pledged | 100.00% | |
Credit facility covenant terms | (i) a maximum total leverage ratio of total outstanding debt to adjusted EBITDA for the most recently-ended four fiscal quarters of no more than 300% and (ii) a minimum fixed charge coverage ratio of adjusted EBITDA to the sum of cash interest expense (which amount shall be calculated on an annualized basis for the three, six and nine month periods ending March 31, 2015, June 30, 2015 and September 30, 2015) plus income tax expense (or less any income tax benefits) plus capital expenditures plus dividends, share repurchases and other restricted payments plus regularly scheduled principal payments of debt for the same period of a least 150% for the most recently-ended four quarters. | |
Maximum leverage ratio of total outstanding debt to adjusted EBITDA | 300.00% | |
Minimum fixed charge coverage ratio | 150.00% | |
Dividends payable, maximum percentage of net income | 50.00% | |
Senior Secured Credit Facility | Maximum | ||
Debt Instrument [Line Items] | ||
Percentage of assets guaranteed | 5.00% | |
Senior Secured Credit Facility | LIBOR | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.50% | |
Senior Secured Credit Facility | LIBOR | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.25% | |
Senior Secured Credit Facility | Base Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.50% | |
Senior Secured Credit Facility | Base Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.25% | |
Letter of Credit | ||
Debt Instrument [Line Items] | ||
Participation fee payable percentage | 0.13% |
Notes_Payable_and_Lines_of_Cre4
Notes Payable and Lines of Credit - UBS Credit Agreement - Additional Information (Details) (UBS Credit Agreement, USD $) | 0 Months Ended | 3 Months Ended | |
In Millions, unless otherwise specified | Aug. 06, 2014 | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Credit facility term | 5 years | ||
Aggregate principal amount | $57 | ||
Debt instrument maturity date | 6-Aug-19 | ||
Credit agreement, description | Our borrowings under the UBS Credit Agreement bore interest at a rate equal to the greatest of (x) the base rate in effect on such day, (y) the federal funds rate in effect on such day plus 0.50% and (z) the adjusted LIBOR rate on such day for a one-month interest period plus 1.00%, subject to a minimum rate, plus an applicable margin of 8.00%, which may be increased by additional amounts under certain specified circumstances. | ||
Weighted average interest rate | 11.25% | ||
Federal Funds Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Applicable Margin | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 8.00% |
Notes_Payable_and_Lines_of_Cre5
Notes Payable and Lines of Credit - PennantPark Loan Agreement - Additional Information (Details) (PennantPark Loan Agreement, USD $) | 0 Months Ended | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Aug. 06, 2014 | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Borrowing price par value percentage | 97.50% | ||
Loan agreement, interest rate description | equal to the sum of (i) the greater of 1.0% or LIBOR and (ii) 11.50% | ||
Loan agreement, minimum interest rate | 1.00% | ||
Weighted average interest rate | 12.50% | ||
Aggregate shares of common stock purchased by warrants | 1,110,555 | ||
Greater of 1.0% or LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 11.50% | ||
Initial Tranche | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | 37.8 | ||
Additional Tranche | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | 30.8 |
Capital_Lease_Obligations_Addi
Capital Lease Obligations - Additional Information (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Leases [Abstract] | |
Expiration of monthly payments on capital lease | 3-Dec-16 |
Capital lease obligation monthly lease payments | $206,000 |
Capital_Lease_Obligations_Sche
Capital Lease Obligations - Schedule of Capital Lease Obligations for Future Payments Based on Interest Rate Swap Rate (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Principal | |
2015 | $1,565 |
2016 | 2,422 |
Total | 3,987 |
Interest | |
2015 | 84 |
2016 | 50 |
Total | 134 |
Payments on Capital Lease | |
2015 | 1,649 |
2016 | 2,472 |
Total | $4,121 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock option vesting installments | 3 | |
Number of stock options awarded | 1,180,400 | |
Estimated fair value of stock options | $3.10 | |
Employee Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock award expiration period | 10 years | |
Stock recognized compensation expense associated with these options | 0.3 | |
Total unrecognized compensation cost related to unvested stock options | 2.6 | |
Weighted average period of recognition for costs not yet recognized | 2 years 8 months 12 days | |
Restricted Stock Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock recognized compensation expense associated with these options | 2.2 | |
Total unrecognized compensation cost related to unvested stock options | 4.8 | |
Weighted average period of recognition for costs not yet recognized | 1 year 6 months | |
Restricted shares granted | 525,946 | |
Restricted shares forfeited | 22,059 | |
Unvested restricted shares outstanding at end of period | 503,887 | 0 |
Restricted Stock Awards | Directors Officers and Key Employees | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Restricted shares granted | 525,946 | |
Restricted shares forfeited | 22,059 | |
Unvested restricted shares outstanding at end of period | 503,887 | |
Unvested restricted shares outstanding , total fair value | $7 |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Significant Assumptions Used in Black-Scholes Option Pricing Model to Estimate Fair Value of Stock Options Granted to Employees (Details) | 3 Months Ended | |
Mar. 31, 2015 | ||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected dividend yield | 0.00% | |
Risk-free interest rate | 0.49% | [1] |
Expected volatility | 33.02% | [2] |
Expected life in years | 3 years | [3] |
[1] | The risk-free interest rate for the periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. | |
[2] | The expected volatility is a measure of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data. | |
[3] | The expected life is the period of time, on average, that participants are expected to hold their options before exercise based primarily onB our historical data. |
Stock_Based_Compensation_Sched
Stock - Based Compensation - Schedule of Stock Option Activity (Details) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 |
Number of Shares | |
Number of shares, options outstanding at beginning of period | 0 |
Number of stock options awarded | 1,180,400 |
Number of shares, options cancelled or forfeited | -44,000 |
Number of shares, options outstanding, ending balance | 1,136,000 |
Number of shares, options expected to vest at end of period | 1,136,000 |
Number of shares, options exercisable at end of period | 0 |
Weighted Average Exercise Price Per Share | |
Weighted average exercise price, Outstanding at beginning of period | $0 |
Weighted average exercise price, Granted | $13.98 |
Weighted average exercise price, Exercised | $0 |
Weighted average exercise price, Canceled or Forfeited | $14 |
Weighted average exercise price, Outstanding at end of period | $13.98 |
Weighted average exercise price, Expected to vest | $13.98 |
Weighted average exercise price, Exercisable at end of period | $13.98 |
Weighted Average Remaining Contractual Term (In Years) | |
Weighted average remaining contractual term of Options Outstanding at end of period | 9 years 8 months 12 days |
Weighted average remaining contractual term of Options Expected to vest at end of period | 9 years 8 months 12 days |
Weighted average remaining contractual term of Options Exercisable at end of period | 9 years 8 months 12 days |
Aggregate Intrinsic Value | |
Aggregate intrinsic value of Options outstanding at March 31, 2015 | $2,940 |
Aggregate intrinsic value of Options Expected to vest at March 31, 2015 | 2,940 |
Aggregate intrinsic value of Options exercisable at March 31, 2015 | $0 |
StockBased_Compensation_Fair_V
Stock-Based Compensation - Fair Value of Outstanding Restricted Shares at Grant (Details) (Restricted Stock Awards, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Restricted Stock Awards | |
Number of Shares | |
Unvested restricted shares outstanding at beginning of period | 0 |
Restricted shares granted | 525,946 |
Restricted shares vested | 0 |
Restricted shares forfeited | -22,059 |
Unvested restricted shares outstanding at end of period | 503,887 |
Weighted-Average Grant-Date Fair Value | |
Weighted-average fair value, Unvested restricted shares outstanding at December 31, 2014 | $0 |
Weighted-average fair value, Restricted shares granted | $13.98 |
Weighted-average fair value, Restricted shares vested | $0 |
Weighted-average fair value, Restricted shares forfeited | $14 |
Weighted-average fair value, Unvested restricted shares outstanding as of March 31, 2015 | $13.98 |
Fair_Value_Measurement_of_Fina2
Fair Value Measurement of Financial Liabilities - Summary of Fair Value Measurement of Financial Liabilities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Notes payable | $40,000 | $110,821 |
Capital lease obligation | 3,987 | 4,770 |
Earnout obligation of acquisitions | 9,220 | |
Warrant redemption liability | 0 | 12,879 |
Total | 53,207 | 128,470 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Notes payable | 40,000 | 110,821 |
Capital lease obligation | 3,987 | 4,770 |
Earnout obligation of acquisitions | 9,220 | |
Warrant redemption liability | 12,879 | |
Total | $53,207 | $128,470 |
Fair_Value_Measurement_of_Fina3
Fair Value Measurement of Financial Liabilities - Summary of Reconciliation of the Fair Value of Financial Liabilities (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair Value, beginning balance | $128,470 |
Proceeds from issuance of Term Loan A | 40,000 |
Repayment of notes payable | -119,573 |
Amortization of warrant and original issue discount on notes payable | 8,752 |
Payments under capital lease | -783 |
Earnout obligation of acquisitions | 9,220 |
Exercise of warrants | -9,995 |
Decrease in fair value of common stock and warrant redemption liability | -1,385 |
Contribute remaining liability balance due to equity warrants | -1,499 |
Fair Value, ending balance | 53,207 |
Notes Payable | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair Value, beginning balance | 110,821 |
Proceeds from issuance of Term Loan A | 40,000 |
Repayment of notes payable | -119,573 |
Amortization of warrant and original issue discount on notes payable | 8,752 |
Fair Value, ending balance | 40,000 |
Capital Lease Obligations | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair Value, beginning balance | 4,770 |
Payments under capital lease | -783 |
Fair Value, ending balance | 3,987 |
Earnout Obligation | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Earnout obligation of acquisitions | 9,220 |
Fair Value, ending balance | 9,220 |
Warrant Redemption Liability | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair Value, beginning balance | 12,879 |
Exercise of warrants | -9,995 |
Decrease in fair value of common stock and warrant redemption liability | -1,385 |
Contribute remaining liability balance due to equity warrants | ($1,499) |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Related Party Transaction [Line Items] | |
Net payables to related parties | $64 |
Entities controlled by Mr. Mariano | |
Related Party Transaction [Line Items] | |
Net payables to related parties | $64 |
Concentration_Additional_Infor
Concentration - Additional Information (Details) (Customer Concentration Risk) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Fee income | Second Largest Customer | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 10.00% | 31.00% |
Fee income | Third Largest Customer | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 7.00% | |
Fee income receivable | Second Largest Customer | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 5.00% | 8.00% |
Fee income receivable | Third Largest Customer | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 3.00% | 2.00% |
Guarantee Insurance | Fee income | Largest Customer | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 83.00% | 56.00% |
Guarantee Insurance | Fee income receivable | Largest Customer | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 84.00% | 86.00% |
Warrant_Redemption_Liability_A
Warrant Redemption Liability - Additional Information (Details) (USD $) | 3 Months Ended | ||||
Mar. 31, 2015 | Dec. 31, 2014 | Jan. 22, 2015 | Nov. 27, 2013 | Aug. 06, 2014 | |
Class Of Warrant Or Right [Line Items] | |||||
Warrant redemption liability | $12,879,000 | ||||
Warrants outstanding, value | 5,667,000 | ||||
Common Stock | Previous Lenders | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrant redemption liability | 0 | ||||
Warrant exercised detachable common stock | 965,700 | ||||
Warrant issued detachable common stock | 1,110,555 | ||||
Exercise price of warrants | $2.67 | ||||
Aggregate shares of common stock purchased by warrants | 144,855 | ||||
Warrants expiration date | 27-Nov-23 | ||||
Common Stock | New Lenders | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrant issued detachable common stock | 626,295 | ||||
Exercise price of warrants | $2.67 | ||||
Warrants expiration date | 27-Nov-23 | ||||
Warrants outstanding, value | 7,300,000 | ||||
Common Stock | Additional Tranche | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrant issued detachable common stock | 484,260 | ||||
Exercise price of warrants | $2.67 | ||||
Warrants expiration date | 27-Nov-23 | ||||
Warrants outstanding, value | $5,600,000 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 42.00% | |
Deferred Tax Assets, Gross | $6,600,000 | |
Unrecognized tax benefits | 0 | 0 |
Uncertain tax positions | $0 | $0 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Details) (USD $) | 0 Months Ended | |||||
Apr. 08, 2015 | 14-May-15 | Apr. 24, 2015 | 8-May-15 | Mar. 31, 2015 | Apr. 17, 2015 | |
Contego Services Group, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Ownership interest percentage in the subsidiary | 97.00% | |||||
Subsequent Events | Hospitality Supportive Systems, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Cash | $5,605,000 | |||||
Earn-out payment | 4,045,000 | |||||
Subsequent Events | Hospitality Supportive Systems, LLC | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Assets acquired | 9,650,000 | |||||
Subsequent Events | Hospitality Supportive Systems, LLC | Post-acquisition performance | ||||||
Subsequent Event [Line Items] | ||||||
Earn-out payment | 5,000,000 | |||||
Subsequent Events | Selective Risk Management, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Cash | 1,922,500 | |||||
Earn-out payment | 1,922,500 | |||||
Subsequent Events | Selective Risk Management, LLC | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Assets acquired | 3,845,000 | |||||
Subsequent Events | Vikaran Solutions, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Cash payment for merger | 8,500,000 | |||||
Subsequent Events | Mehta and Pazol Consulting Services Private Limited | ||||||
Subsequent Event [Line Items] | ||||||
Cash payment for merger | 1,500,000 | |||||
Subsequent Events | Corporate Claims Management, Inc | ||||||
Subsequent Event [Line Items] | ||||||
Cash | 8,000,000 | |||||
Performance based earn-out | 1,000,000 | |||||
Subsequent Events | Corporate Claims Management, Inc | First Tranche | ||||||
Subsequent Event [Line Items] | ||||||
Earn-out payment | 500,000 | |||||
Subsequent Events | Corporate Claims Management, Inc | Second Tranche | ||||||
Subsequent Event [Line Items] | ||||||
Earn-out payment | 500,000 | |||||
Subsequent Events | Candid | Contego Services Group, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Cash | 900,000 | |||||
Earn-out payment | 600,000 | |||||
Ownership interest percentage in the subsidiary | 9700.00% | |||||
Subsequent Events | Candid | Maximum | Contego Services Group, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Assets acquired | $1,500,000 |