Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 12, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | PN | |
Entity Registrant Name | Patriot National, Inc. | |
Entity Central Index Key | 1,619,917 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 27,050,694 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 15,209,000 | $ 4,251,000 |
Equity and fixed income security investments | 3,249,000 | 0 |
Total cash and investments | 18,458,000 | 4,251,000 |
Restricted cash | 16,289,000 | 6,923,000 |
Fee income receivable | 13,372,000 | 1,942,000 |
Fee income receivable from related party | 22,141,000 | 11,988,000 |
Net receivable from related parties | 152,000 | 1,773,000 |
Deferred costs for initial public offering | 2,682,000 | |
Income taxes receivable | 3,224,000 | |
Other current assets | 2,207,000 | 430,000 |
Total current assets | 75,843,000 | 29,989,000 |
Fixed assets, net of depreciation | 4,798,000 | 1,879,000 |
Deferred loan fees | 2,343,000 | 5,911,000 |
Goodwill | 119,408,000 | 61,493,000 |
Intangible assets | 78,935,000 | 32,988,000 |
Other long term assets | 11,557,000 | 9,842,000 |
Total Assets | 292,884,000 | 142,102,000 |
Liabilities | ||
Deferred claims administration services income | 10,781,000 | 8,515,000 |
Net advanced claims reimbursements | 7,040,000 | 6,803,000 |
Income taxes payable | 11,548,000 | |
Current earn-out payable | 10,235,000 | |
Accounts payable, accrued expenses and other liabilities | 38,921,000 | 15,027,000 |
Deferred purchase consideration | 16,831,000 | |
Revolver borrowings outstanding | 10,832,000 | |
Current portion of notes payable | 5,500,000 | 15,782,000 |
Current portion of capital lease obligation | 2,409,000 | 2,332,000 |
Total current liabilities | 102,549,000 | 60,007,000 |
Earn-out payable | 1,827,000 | |
Notes payable | 102,375,000 | 95,039,000 |
Capital lease obligation | 417,000 | 2,438,000 |
Warrant redemption liability | 12,879,000 | |
Total Liabilities | $ 207,168,000 | $ 170,363,000 |
Equity (Deficit) | ||
Preferred stock, $.001 par value; 100,000 shares authorized, no shares issued and outstanding as of September 30, 2015 and December 31, 2014 | ||
Common stock, $.001 par value; 1,000,000 shares authorized, 27,051 and 18,075 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | $ 21,000 | $ 14,000 |
Additional paid in capital | 113,867,000 | |
Accumulated deficit | (27,938,000) | (27,930,000) |
Total Patriot National, Inc. Stockholders' Equity (Deficit) | 85,950,000 | (27,916,000) |
Less Non-controlling interest | (234,000) | (345,000) |
Total Equity (Deficit) | 85,716,000 | (28,261,000) |
Total Liabilities and Equity (Deficit) | $ 292,884,000 | $ 142,102,000 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 100,000,000 | 100,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred Stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, issued | 27,051,000 | 18,075,000 |
Common Stock, outstanding | 27,051,000 | 18,075,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenues | |||||
Fee income | $ 34,759 | $ 15,630 | $ 80,060 | $ 37,896 | |
Fee income from related party | 23,773 | 15,803 | 68,852 | 24,589 | |
Total fee income and fee income from related party | 58,532 | 31,433 | 148,912 | 62,485 | |
Net investment income | 49 | 76 | 85 | 496 | |
Net realized (losses) gains on investments | (58) | 13,960 | (149) | 14,038 | |
Total Revenues | 58,523 | 45,469 | 148,848 | 77,019 | |
Expenses | |||||
Salaries and related expenses | 21,549 | 9,726 | 53,782 | 17,907 | |
Commission expense | 8,173 | 5,891 | 25,556 | 9,491 | |
Management fees to related party for administrative support services | 861 | 5,390 | |||
Outsourced services | 2,369 | 1,713 | 7,623 | 3,118 | |
Allocation of marketing, underwriting and policy issuance costs from related party | 333 | 1,872 | |||
Other operating expenses | 11,974 | 4,538 | 25,259 | 7,801 | |
Acquisition costs | 1,453 | 4,372 | |||
Interest expense | 806 | 2,836 | 2,525 | 5,427 | |
Depreciation and amortization | 4,380 | 1,652 | 10,075 | 3,699 | |
Amortization of loan discounts and loan costs | 62 | 650 | 206 | 1,295 | |
Stock compensation expense | 2,586 | 8,791 | |||
Costs from debt payoff | [1] | 13,681 | |||
Decrease in fair value of warrant redemption liability | (8,760) | (1,385) | (2,257) | ||
Gain on disposal of fixed assets | (7) | (7) | |||
Total Expenses | 53,345 | 19,440 | 150,478 | 53,743 | |
Net Income before income tax expense | 5,178 | 26,029 | (1,630) | 23,276 | |
Income tax (benefit) expense | 1,331 | 9,101 | (1,733) | 10,401 | |
Net Income Including Non-Controlling Interest in Subsidiary | 3,847 | 16,928 | 103 | 12,875 | |
Net Income attributable to non-controlling interest in subsidiary | 59 | 26 | 111 | 68 | |
Net Income | $ 3,788 | $ 16,902 | $ (8) | $ 12,807 | |
Earnings Per Common Share | |||||
Basic | $ 0.14 | $ 1.03 | $ 0 | $ 0.85 | |
Diluted | $ 0.14 | $ 0.46 | $ 0 | $ 0.65 | |
Weighted Average Common Shares Outstanding | |||||
Basic | 26,802 | 16,368 | 26,006 | 14,981 | |
Diluted | 27,940 | 17,551 | 26,006 | 16,183 | |
[1] | Costs from debt payoff include $4.3 million of early payment penalties and $9.3 million associated with the write-off of related deferred financing fees and original issue discounts. |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Unaudited) (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Income Statement [Abstract] | |
Early payment penalties on repayment of debt | $ 4,300 |
Write-off of deferred financing and original issue discounts | $ 9,342 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Activities | ||
Net Income | $ 103 | $ 12,875 |
Adjustments to reconcile net (loss) income to net cash from operating activities: | ||
Net (Income) attributable to business generated by GUI, exclusive of depreciation expense | (2,252) | |
Depreciation and amortization | 10,075 | 3,699 |
Amortization of loan discounts and loan costs | 206 | 1,295 |
Decrease in fair value of warrant redemption liability | (1,385) | (2,257) |
Stock compensation expense | 8,791 | |
Write-off of deferred financing and original issue discounts | 9,342 | |
Net realized losses (gains) on investments | 149 | (14,038) |
Deferred income taxes | (482) | |
Provision for uncollectible fee income | 351 | 100 |
Changes in certain assets and liabilities: | ||
Fee income receivable | (8,212) | (719) |
Fee income receivable from related party | (10,153) | (4,849) |
Other current assets | (1,715) | (85) |
Net payable to related parties | 781 | 3,618 |
Deferred claims administration services income | 539 | 569 |
Net advanced claims reimbursements | 237 | 629 |
Income taxes payable | (14,081) | 8,833 |
Accounts payable and accrued expenses | 11,963 | 8,593 |
Net Cash Provided by Operating Activities | 6,991 | 15,529 |
Investment Activities: | ||
Net increase in restricted cash | (4,528) | (672) |
Net increase in note receivable from related party | (492) | |
Purchase of equity securities | (3,662) | (3,914) |
Proceeds from sale of equity securities | 264 | 4,037 |
Purchase of fixed assets and other long-term assets | (4,565) | (437) |
Acquisitions, net of $4,069 and $912 cash acquired in 2015 and 2014, respectively | (74,014) | (52,744) |
Net Cash Used in Investment Activities | (86,505) | (54,222) |
Financing Activities: | ||
Proceeds from initial public offering, net | 98,275 | |
Proceeds from senior secured term loans, net of fees | 107,497 | |
Proceeds from notes payable, net of detachable common stock warrants and loan fees | 55,290 | |
Repayment of senior secured term loans | (2,125) | |
Payment of loan fees | (3,388) | |
Payment of costs for initial public offering | (2,479) | |
Revolver facility borrowings | 51,900 | |
Revolver facility repayments | (41,068) | |
Repayment of note payable | (119,573) | (6,656) |
Repayment of capital lease obligation | (1,955) | (188) |
Net Cash Provided by Financing Activities | 90,472 | 45,058 |
Increase in cash | 10,958 | 6,365 |
Cash, beginning of period | 4,251 | 1,661 |
Cash, end of period | 15,209 | 8,026 |
Net Loss Attributable to Business Generated by GUI, Exclusive of Depreciation Expense | ||
GUI total net loss | (8) | 12,807 |
Net Loss Attributable to Business Generated by GUI, Exclusive of Depreciation Expense | (2,252) | |
Non-Cash Capital Contribution Associated with Assets and Liabilities of GUI | ||
Interest Paid | 2,504 | 4,877 |
Income Taxes Paid | 11,062 | 533 |
Non-Cash Stock Consideration Issued for the Acquisition of Global HR Research LLC | (6,503) | |
GUI | ||
Adjustments to reconcile net (loss) income to net cash from operating activities: | ||
Net (Income) attributable to business generated by GUI, exclusive of depreciation expense | (2,252) | |
Net Loss Attributable to Business Generated by GUI, Exclusive of Depreciation Expense | ||
GUI total net loss | 45 | |
Depreciation expense | (2,297) | |
Net Loss Attributable to Business Generated by GUI, Exclusive of Depreciation Expense | (2,252) | |
Non-Cash Capital Contribution Associated with Assets and Liabilities of GUI | ||
Fixed assets and other long term assets acquired from GUI | 334 | |
Elimination of balances payable to GUI | 3,168 | |
Change in capital lease obligation assumed from GUI | 1,304 | |
Note receivable transferred to GUI | (492) | |
Note payable associated with acquisition of assets and liabilities of GUI | (30,000) | |
Non-Cash Capital Contribution Associated with Assets and Liabilities | (25,686) | |
Non-Cash Financing Activities | ||
Deemed dividend attributable to acquisition | (49,150) | |
Global HR Research LLC | ||
Non-Cash Capital Contribution Associated with Assets and Liabilities of GUI | ||
Non-Cash Stock Consideration Issued for the Acquisition of Global HR Research LLC | 6,503 | |
MPCS | ||
Non-Cash Financing Activities | ||
Deemed dividend attributable to acquisition | $ (750) | |
SPV2 | ||
Non-Cash Financing Activities | ||
Deemed dividend attributable to acquisition | $ (6,750) |
Combined Statements of Cash Flo
Combined Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Statement Of Cash Flows [Abstract] | ||
Cash acquired for acquisition | $ 4,069 | $ 912 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity (Deficit) (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | MPCS | Common Stock | Additional Paid In Capital | Additional Paid In CapitalMPCS | Accumulated Deficit | Non-Controlling Interest |
Balance at Dec. 31, 2014 | $ (28,261) | $ 14 | $ (27,930) | $ (345) | |||
Balance (in Shares) at Dec. 31, 2014 | 18,075 | ||||||
Issuance of common stock | 97,831 | $ 7 | $ 97,824 | ||||
Issuance of common stock, shares | 7,350 | ||||||
Exercise of detachable common stock warrants, shares | 965 | ||||||
Stock consideration issued for acquisitions | 6,503 | 6,503 | |||||
Stock consideration issued for acquisitions, shares | 350 | ||||||
Restricted stock awards exercised | 311 | ||||||
Stock compensation | 8,791 | 8,791 | |||||
Deemed dividend attributable to acquisition | $ (750) | $ (750) | |||||
Contribution of warrant redemption liability | 1,499 | 1,499 | |||||
Balance before Net Loss | 85,613 | $ 21 | 113,867 | (27,930) | (345) | ||
Balance before Net Loss, shares | 27,051 | ||||||
Net (Loss) Income | 103 | (8) | 111 | ||||
Balance at Sep. 30, 2015 | $ 85,716 | $ 21 | $ 113,867 | $ (27,938) | $ (234) | ||
Balance (in Shares) at Sep. 30, 2015 | 27,051 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 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 an independent national provider of comprehensive technology-enabled outsourcing solutions that help insurance carriers, employers and other clients mitigate risk, comply with complex regulations, and save time and money. We offer a full suite of end-to-end insurance related and specialty services that allow our clients to improve efficiencies and reduce expenses through our value-added processes. The core of our value proposition includes the benefit of a “one-stop” solution with our broad array of offered services, scalable state-of-the-art technology, and solutions to complex business and regulatory processes. Our goal is to be the preferred provider of mandatory employer services such as risk management services, health and welfare services, employee onboarding and compliance services. The Company offers two types of services: front-end services, such as brokerage, underwriting and policyholder services, and back-end services, such as claims adjudication and administration. We provide our services either on an individual basis, as bundles of two or more services tailored to a client’s specific needs or on a turnkey basis where we provide a comprehensive set of front-end and back-end services to a client. We also offer specialty services currently including technology outsourcing and other IT services, as well as employment pre-screening and background checks. As a service company, we do not assume any underwriting or insurance risk. Our revenue is primarily fee-based, most of which is contractually committed or highly recurring. 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 consolidated 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. Included for comparative purposes are our combined financial statements for the three and nine month periods ended September 30, 2014, which combined the financial activity of Patriot National with the results of an acquisition under common control. This acquisition was completed on August 6, 2014. The combined financial statements presented for the periods ended September 30, 2014 are the Statement of Operations and the Statement of Cash Flows. This acquisition is discussed fully in our annual report for the year ended December 31, 2014. The unaudited consolidated 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 consolidated 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 consolidated financial statements as of September 30, 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 (“Contego Services Group”), the Company’s combined subsidiary that is 97% owned, and for DecisionUR, LLC (“DecisionUR”), 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 and DecisionUR are presented as non-controlling interest in the accompanying consolidated balance sheets as of September 30, 2015 and combined balance sheet as of December 31, 2014. The Company discloses the following three measures of net income (loss): (i) net income (loss), including non-controlling interest in subsidiary, (ii) net income (loss) attributable to non-controlling interest in subsidiary, and (iii) net income (loss). |
Effect of Recently Issued Finan
Effect of Recently Issued Financial Accounting Standards | 9 Months Ended |
Sep. 30, 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 September 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments”, an update to Accounting Standard Codification (“ASC”) Business Combinations In April 2015, the FASB issued 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. We are currently evaluating the financial impact of this standard. In August 2014, the FASB issued ASU ASC Presentation of Financial Statements – Going Concern In May 2014, the FASB issued ASU Revenue from Contracts with Customers In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations”, regarding ASC Topic 205, Presentation of Financial Statements Property, Plant and Equipment |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations The Company completed seventeen acquisitions during the nine-month period ended September 30, 2015. We acquired substantially all of the net assets of the following companies in cash and stock transactions. These acquisitions have been accounted for using the acquisition method for recording business combinations, except for DecisionUR, as further discussed below. Name and Effective Date of Acquisition (In thousands): Cash Paid Stock Issued Accrued Liability Deferred Purchase Consideration 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) 3,340 — 3,364 4,911 1,433 1,500 9,684 Hospitality Supportive Systems, LLC (April 1, 2015) 9,650 — — — — — 9,650 Selective Risk Management, LLC (April 1, 2015) 3,846 — — — — — 3,846 Vikaran Solutions, LLC (April 17, 2015) 8,500 — 152 — — — 8,500 Corporate Claims Management, Inc (April 24, 2015) 7,900 — 4,434 — 825 1,000 8,725 Candid Investigation Services, LLC (May 8, 2015) 1,033 — — — 367 450 1,400 Brandywine Insurance Advisors, LLC (May 22, 2015) 3,000 — — — 220 1,205 3,220 Infinity Insurance Solutions, LLC (June 1, 2015) 1,750 — 100 — 552 650 2,302 InsureLinx, Inc (June 12, 2015) 6,300 — 1,840 — — — 6,300 The Carman Corporation (June 15, 2015) 2,000 — — — — — 2,000 CWI Benefits, Inc (July 9, 2015) 2,750 — 2,061 — 3,400 4,675 6,150 Restaurant Coverage Associates, Inc (August 14, 2015) 750 — — — 1,725 1,825 2,475 Risk Control Associates, Inc (August 14, 2015) 250 — 650 — 575 675 825 Global HR Research LLC (August 21, 2015) 23,500 6,503 2,457 11,920 — — 41,923 Total $ 78,083 $ 6,503 $ 15,081 $ 16,831 $ 12,062 $ 15,155 $ 113,479 The Company acquired DecisionUR from Six Points Investment Partners, LLC, a company under common control. However, results of operations for DecisionUR 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 “recorded earnout payables” disclosed in the foregoing table 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. The recorded earnout payables are measured at fair value as of the acquisition date and are included on that basis in the total recorded purchase price in the foregoing table. We will record subsequent changes in these estimated earnout obligations, including the accretion of discount, in our statement of operations 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, as discussed further in Note 11, Fair Value of Financial Assets and Liabilities The aggregate amount of maximum earnout obligations related to acquisitions made in 2015, as of September 30, 2015 was $15.2 million, of which $12.1 million was recorded in our consolidated balance sheet as of September 30, 2015, based on the aggregate estimated fair value of the expected future payments to be made. The purchase price for the Global HR Acquisition consists of (a) $24 million in cash, of which, $0.5 million is held in escrow, (b) 444,096 shares of our common stock (the “Stock Consideration”) of which 349,645 were issued and 94,451 are held in escrow, plus (c) certain deferred consideration payable, at our sole discretion, in either 618,478 shares of our common stock or $10,477,017 in cash (the “Deferred Consideration”). The Deferred Consideration is payable solely to In Touch Holdings LLC, one of the former principal stockholders of Global HR, on the earlier of (x) November 20, 2015, (y) the 21st day after the date we mail an information statement to the shareholders in connection with the Global HR Acquisition or (z) we file a registration statement with the SEC that is declared effective. As of the filing date, no decision has been made on the settlement of Deferred Consideration in cash or stock. If the revenues for Global HR for its fiscal year 2016 are less than $12.8 million, then In Touch Holdings LLC will forfeit and return 10% of its Stock Consideration and Deferred Stock Consideration to us. The deferred purchase consideration disclosed in the foregoing table represents non-contingent purchase consideration payable to sellers. These include $5.0 million payable to a seller of TriGen Holding Group, Inc. on the first anniversary of the effective date, and deferred stock consideration of $11.4 million and cash escrow amounts of $0.5 million to sellers of Global HR Research LLC payable on November 20, 2015, all recorded at fair value. The following is a summary of the aggregate estimated fair values of the net assets acquired at the date of each of the acquisitions made in the nine months ended September 30, 2015: In thousands Total Assets Acquired: Cash $ 4,069 Restricted cash 4,838 Accounts receivable 5,069 Fixed assets 2,002 Other assets 2,272 Goodwill 57,915 Intangible assets: Customer & carrier relationships 31,039 Service contracts 320 Non-compete agreements 4,739 Developed technology 13,268 Trade name portfolio 3,029 Total intangible assets 52,395 Total assets acquired 128,560 Liabilities assumed 15,081 Total net assets acquired $ 113,479 The net assets acquired are preliminary and subject to measurement period adjustments. In accordance with FASB ASC 350, Intangibles—Goodwill and Other, intangible assets, which are comprised of the estimated fair value of the service contracts acquired, customer and carrier relationships, non-compete agreements, developed technology and trade names are being amortized over the respective estimated life, 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. Intangible assets are 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 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, the measurement period, 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 2015 acquisitions through September 30, 2015. 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 nine-month periods ended September 30, 2015 and 2014, no impairments were required. Our consolidated financial statements for the nine months ended September 30, 2015 include the operations of the acquired entities from their respective acquisition dates, totaling $21.7 million of revenues and $2.1 million of net income. The following is a summary of the unaudited pro forma historical results, as if these entities and Patriot Care Management, Inc. (“Patriot Care Management”), which was acquired on August 6, 2014, had been acquired at January 1, 2014 (in thousands, except per share data): Nine Months Ended September 30, In thousands (except per share data) 2015 2014 Total revenues 174,376 141,658 Net (loss) income 1,107 14,508 Basic net (loss) income per share $ 0.04 $ 0.97 Diluted net (loss) income per share $ 0.04 $ 0.76 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. |
Equity and Fixed Income Securit
Equity and Fixed Income Security Investments | 9 Months Ended |
Sep. 30, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Equity and Fixed Income Security Investments | 4. Equity and Fixed Income Security Investments Equity and fixed income security investments are carried at fair value. We classify these investments as a trading portfolio with c As of September 30, 2015, our major classes of investments consisted of the following: September 30, 2015 In thousands Cost Basis Gains Losses Fair Value (Unaudited) Equity and Fixed Income Security Investments Common and preferred stocks $ 429 $ — $ (41 ) $ 388 Corporate notes and bonds 2,969 — (108 ) 2,861 Total $ 3,398 $ — $ (149 ) $ 3,249 There were no investments as of December 31, 2014. |
Fixed Assets And Other Long Ter
Fixed Assets And Other Long Term Assets | 9 Months Ended |
Sep. 30, 2015 | |
Fixed Assets And Other Long Term Assets [Abstract] | |
Fixed Assets And Other Long Term Assets | 5 . Fixed Assets and Other Long Term Assets Fixed Assets Fixed assets are stated at cost, less accumulated depreciation and amortization. Expenditures for computer equipment, software, and furniture and fixtures are capitalized and depreciated on a straight-line basis over a five, three, and seven year estimated useful lives, respectively. Expenditures for building are capitalized and depreciated on a straight-line basis over a thirty-nine year estimated useful life. Expenditures for leasehold improvements on office space and facilities are capitalized and amortized on a straight-line basis over the term of the lease. As of September 30, 2015 and December 31, 2014, our major classes of fixed assets consisted of the following: In thousands September 30, 2015 December 31, 2014 (Unaudited) Fixed Assets Computer equipment, software and furniture and fixtures $ 7,640 $ 5,722 Building 1,428 - Leasehold improvements 3,534 2,545 Total fixed assets 12,602 8,267 Less accumulated depreciation and amortization (7,804 ) (6,388 ) Fixed assets, net of accumulated depreciation and amortization $ 4,798 $ 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 depreciated on a straight line basis over a five-year estimated useful life. As of September 30, 2015 and December 31, 2014, other long term assets consisted of the following: In thousands September 30, 2015 December 31, 2014 (Unaudited) Other long term assets Capitalized policy and claims administration system development costs $ 17,016 $ 13,093 Less accumulated depreciation (5,459 ) (3,251 ) Other long term assets, net of accumulated depreciation $ 11,557 $ 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 A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 6 . 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 September 30, 2015. The Company acquired $57.9 million of goodwill during the nine-month period ended September 30, 2015 as a result of the seventeen acquisitions discussed in Note 3, Business Combinations In thousands Balance as of December 31, 2014 $ 61,493 Goodwill acquired 57,915 Balance as of September 30, 2015 $ 119,408 Intangible Assets Intangible assets that have finite lives are amortized over their useful lives. The company acquired $52.4 million of intangible assets during the nine-month period ended September 30, 2015 as a result of the seventeen acquisitions discussed in Note 3, Business Combinations September 30, 2015 December 31, 2014 In thousands Gross Asset Accumulated Amortization Net Asset Gross Asset Accumulated Amortization Net Asset (Unaudited) Intangible Assets Service contracts $ 35,120 $ (5,105 ) $ 30,015 $ 34,800 $ (1,812 ) $ 32,988 Customer and carrier relationships 31,039 (1,244 ) 29,795 — — — Non-compete agreements 4,739 (914 ) 3,825 — — — Developed technology 13,268 (894 ) 12,374 — — — Trade names 3,029 (103 ) 2,926 — — — Total $ 87,195 $ (8,260 ) $ 78,935 $ 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 September 30, 2015 Amortization expense (Unaudited) 2015 (remaining three months) $ 3,286 2016 13,140 2017 11,625 2018 10,770 2019 10,770 Thereafter 29,344 Total $ 78,935 |
Notes Payable and Lines of Cred
Notes Payable and Lines of Credit | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable and Lines of Credit | 7 . Notes Payable and Lines of Credit As of September 30, 2015 and December 31, 2014, notes payable were comprised of the following: In thousands September 30, 2015 December 31, 2014 (Unaudited) BMO Senior Secured Term Loans $ 107,875 $ — PennantPark Loan Agreement — 63,285 UBS Credit Agreement — 56,288 Gross Notes Payable and Current Portion of Notes Payable 107,875 119,573 Less original issue discount — (3,085 ) Less value attributable to stock warrants — (5,667 ) Notes Payable and Current Portion of Notes Payable 107,875 110,821 Less current portion of notes payable (5,500 ) (15,782 ) Notes Payable $ 102,375 $ 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 June 30, 2015, we increased the term loan facility by $20.0 million through two $10.0 million incremental term loans. Additionally, on August 14, 2015, we entered into a second amendment to our Senior Secured Credit Facility (the “Second Amendment”) which provides for an additional $50.0 million of term loans plus the ability to increase the term loan by and additional $50.0 million under certain conditions. The Second Amendment also added a requirement that until we deliver a certificate certifying that (a) our total leverage ratio is equal to or less than 2.25 to 1.00 and (b) our Adjusted EBITDA for the twelve-months then ended is at least $70.0 million, the outstanding revolving loans (plus any swing line loans and the aggregate stated amount of all letters of credit) shall not exceed $30.0 million. All other material terms and conditions in the Senior Secured Credit Facility were unchanged by the Second Amendment. As of September 30, 2015, the outstanding balance under our Senior Secured Credit Facility was $118.7 million (comprised of $107.9 million outstanding under the term loan facility and $10.8 million outstanding under the revolving credit facility). Accordingly, we had $29.2 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 (as described below) 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. Additionally, all obligations under the Senior Secured Credit Facility (as described below) are guaranteed by all of our existing and future subsidiaries, other than foreign subsidiaries to the extent the assets of such foreign subsidiaries do not exceed 5% of our and our subsidiaries’ total assets on a consolidated basis, and secured by a first-priority perfected security interest in substantially all of 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 ended 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 September 30, 2015, we were in compliance with the financial and other restrictive covenants under our outstanding material debt obligations, including our Senior Secured Credit Facility. Repayment of 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 and guaranteed by Guarantee Insurance Group and its wholly owned subsidiaries. Following our initial public offering (the “IPO”), on January 22, 2015 we prepaid all outstanding borrowings under the UBS Credit Agreement, including accrued interest and applicable prepayment premium. This instrument was repaid in full upon closing on the Senior Secured Credit Facility. Repayment of 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. This instrument was repaid in full on January 22, 2015 upon closing on the Senior Secured Credit Facility. |
Capital Lease Obligations
Capital Lease Obligations | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Capital Lease Obligations | 8 . Capital Lease Obligations Equipment subject to capital lease 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 September 30, 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 September 30, 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 $ 397 $ 17 $ 414 2016 2,429 51 2,480 Total $ 2,826 $ 68 $ 2,894 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 9. Earnings Per Share Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include detachable common stock warrants and stock-based awards of restricted shares and stock options, and contingent shares attributable to deferred purchase consideration. The components of basic and diluted EPS are as follows: Three Months Ended September 30, Nine Months Ended September 30, In thousands (except earnings per share) 2015 2014 2015 2014 Basic net earnings (loss) per share Net income (loss) available to common shareholders $ 3,788 $ 16,902 $ (8 ) $ 12,807 Weighted average number of common shares outstanding 26,802 16,368 26,006 14,981 Basic net earnings (loss) per share $ 0.14 $ 1.03 $ (0.00 ) $ 0.85 Diluted net earnings (loss) per share Net income (loss) available to common shareholders $ 3,788 $ 16,902 $ (8 ) $ 12,807 Adjustments to net income (loss) applicable to dilutive shares - (8,760 ) - (2,257 ) Net earnings (loss) attributable to diluted shares $ 3,788 $ 8,142 $ (8 ) $ 10,550 Weighted average number of common shares outstanding 26,802 16,368 26,006 14,981 Dilutive effect of warrants, options, and restricted shares using the treasury stock method 1,138 1,183 - 1,202 Weighted average number of common and common equivalent shares outstanding 27,940 17,551 26,006 16,183 Diluted net earnings (loss) per share $ 0.14 $ 0.46 $ (0.00 ) $ 0.65 Due to the net loss of $8,000 reported for the nine months ended September 30, 2015, weighted average outstanding detachable common stock warrants of 160,295, contingent shares attributable to deferred purchase consideration of 107,070, and restricted shares and stock options of 114,634 were not dilutive. As a result, basic and diluted earnings per share both reflect a net loss of $0.00 per share for the nine months then ended. Adjustments to net income (loss) attributable to dilutive shares for the three and nine months ended September 30, 2014 represent income generated from a decrease in the fair value of the warrants as reported on the statement of operations. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 10 . Stock-Based Compensation Omnibus Incentive Plan On January 15, 2015, the Board of Directors approved the Patriot National 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 and on May 11, 2015 delegated the authority to Steven Mariano, our President, to award the grants without the consent of the Compensation Committee. 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 nine months ended September 30 30, 2015, we issued stock options as incentive compensation for officers and certain key employees. 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 Nine Months Ended September 30, In thousands 2015 Expected dividend yield 0 % Risk-free interest rate (1) 0.49 % Expected volatility (2) 33.02 % Expected life in years (3) 3.0 (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 nine months ended September 30, 2015 intrinsic value of these options was $1.9 million In thousands, except weighted-average price and remaining contractual term Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding at December 31, 2014 — $ — Options granted 1,367 $ 14.40 Options exercised — $ — Options cancelled or forfeited (129 ) $ 14.33 Options outstanding at September 30, 2015 1,238 $ 14.39 9.4 $ 1,932 Options expected to vest at September 30, 2015 1,238 $ 14.39 9.4 $ 1,932 Options exercisable at September 30, 2015 — $ — — $ — As of September 30, 2015 $2.9 million Restricted Stock Awards In the nine months ended September 30, 2015, we issued 906,362 restricted shares as incentive compensation for officers, directors, and certain key employees. Subsequent to issuance, 22,059 restricted shares were forfeited and 310,652 were settled leaving 573,651 remaining restricted shares outstanding as of September 30, 2015. The fair value of outstanding restricted shares at September 30, 2015 was $8.3 million. Grants of restricted shares for the nine months ended September 30, 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 906 $ 14.32 Restricted shares vested (310 ) $ 14.00 Restricted shares forfeited (22 ) $ 14.00 Unvested restricted shares outstanding as of September 30, 2015 574 $ 14.51 As of September 30, 2015, we recognized $6.8 million of stock compensation expense associated with these restricted shares, and there was $5.9 million of total unrecognized stock compensation cost related to unvested restricted stock to be recognized over a period of 3 years. Restricted Stock Units During the nine months ended September 30, 2015, we issued 193,290 restricted stock units. Of those issued, 11,655 were subsequently forfeited, resulting in 181,635 restricted stock units outstanding as of September 30, 2015. The fair value of these awards at September 30, 2015 was $2.7 million. During the nine months ended September 30, 2015, we recognized $0.8 million of stock compensation expense associated with these restricted stock units. Unrecognized stock compensation expense associated with RSUs is $2.0 million and will be recognized over the remaining contractual lives of these awards, 3 years. In thousands, except weighted-average fair value price Number of Shares Weighted-Average Grant-Date Fair Value Unvested restricted stock units outstanding at December 31, 2014 — $ — Restricted stock units granted 193 $ 15.02 Restricted stock units vested — $ — Restricted stock units forfeited (11 ) $ 14.20 Unvested restricted stock units outstanding as of September 30, 2015 182 $ 15.06 |
Fair Value Measurement of Finan
Fair Value Measurement of Financial Assets and Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement of Financial Assets and Liabilities | 11 . Fair Value Measurement of Financial Assets and Liabilities With respect to the Company’s financial assets and liabilities, which include short term investments, notes payable, capital lease obligation, earnout 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 and liabilities 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, (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 The Company’s equity and fixed income security investments for which carrying values were equal to fair values, classified by level within the fair value hierarchy, were as follows as of September 30, 2015: Fair Value Measurement, Using September 30, 2015 (in thousands) Quoted Prices in Active Markets for Identical Securities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Common and preferred stocks $ 388 $ — $ — $ 388 Corporate notes and bonds 2,861 — — 2,861 Total $ 3,249 $ — $ — $ 3,249 There were no equity and fixed income security investments as of December 31, 2014. The Company’s notes payable, capital lease obligation, earnout 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 September 30, 2015 and December 31, 2014: Fair Value Measurement, Using September 30, 2015 (in thousands) Quoted Prices in Active Markets for Identical Securities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Earnout payable on acquisitions $ — $ — $ 12,062 $ 12,062 Deferred purchase consideration — — 16,831 16,831 Warrant redemption liability — — — — Total $ — $ — $ 28,893 $ 28,893 Fair Value Measurement, Using December 31, 2014 (in thousands) Quoted Prices in Active Markets for Identical Securities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Earnout payable on acquisitions $ — $ — $ — $ — Deferred purchase consideration — — — — Warrant redemption liability — — 12,879 12,879 Total $ — $ — $ 12,879 $ 12,879 The following is a reconciliation of the fair value of the Company’s financial liabilities that were measured using significant unobservable (Level 3) inputs: Nine Months Ended September 30, 2015 (in thousands) Earnout Payable Deferred Purchase Consideration Warrant Redemption Liability Total Fair value, January 1, 2015 $ — $ — $ 12,879 $ 12,879 Record present value earnout payable on acquisitions 19,163 — — 19,163 Earnout payments made (7,101 ) — — (7,101 ) Record deferred purchase consideration on acquisitions — 16,831 — 16,831 Exercise of warrants — — (9,995 ) (9,995 ) Decrease in fair value of common stock and warrant redemption liability — — (1,385 ) (1,385 ) Contribute remaining liability balance due to equity warrants — — (1,499 ) (1,499 ) Fair Value, September 30, 2015 $ 12,062 $ 16,831 $ — $ 28,893 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions Fee income from related party represents fee income earned from Guarantee Insurance Company (“Guarantee Insurance”), a related party. 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, the third party insurance company customers of Patriot Underwriters, Inc. 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. Our prices by customer for our brokerage and policyholder services and claims administration services were unchanged for the nine-month period ended September 30, 2015 relative to the nine-month period ended September 30, 2014, and, accordingly, the net increase in fee income was solely related to changes in the volume of business we managed. Because fee income from related party for claims administration services is based on the net portion of claims expense retained by Guarantee Insurance, as described in Note 13, Concentration Fee income from related party for the three months ended September 30, 2015 was $23.8 million compared to $15.8 million for the three months ended September 30, 2014. For the nine months ended September 30, 2015, fee income from related party was $68.9 million compared to $24.6 million for the nine months ended September 30, 2014. Fee income receivable from related party was $22.1 million as of September 30, 2015, and$12.0 million at December 31, 2014. During the nine months ended September 30, 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 September 30, 2015, we had a net receivable from related parties of $0.2 million due to entities controlled by Mr. Mariano, our founder, Chairman, President and Chief Executive Officer. On April 17, 2015, the Company acquired Vikaran Solutions, LLC (“Vikaran”). Prior to acquisition, Mr. Mariano held a non-controlling, 45% interest in Vikaran. Upon closing, Mr. Mariano received proceeds of $3.8 million from the sale of Vikaran to Patriot National. On July 20, 2015, the Company entered into a membership interest purchase agreement with Global HR Research LLC, a Florida limited liability company (“Global HR”), In Touch Holdings LLC, a Florida limited liability company (“ITH”), the members of Global HR, and Brandon G. Phillips as the sellers’ representative, pursuant to which, subject to the satisfaction or waiver of certain conditions, the Company will acquire all of the outstanding membership interest of Global HR. The Global HR transaction closed on Augustst 21, 2015. One of the Company’s independent directors, Austin J. Shanfelter, indirectly controlled Global HR. Mr. Shanfelter owned 84% of the equity interests in ITH, which owned 75.5% of the equity interests of Global HR. On July 31, 2015, we entered into a Purchase Agreement by and among Patriot Technology Solutions, Inc. and PN India Holdings (a wholly owned subsidiary of Patriot Technology Solutions, Inc. and Mehta and Pazol Consulting Services Private Limited (“MPCS”). MPCS is an Indian company of computer programmers, solely focused on the development of Patriot’s WCE technology platform. Under the terms of the purchase agreement, PN India Holdings will acquire 100% of the capital stock of MPCS for the total purchase amount of $1.5 million. The three sellers of MPCS include Sandeep Mehta, a 49.99% holder, Steven J. Pazol, a 49.99% holder, and Satyapal Mehta a 0.02% holder. Steven J. Pazol’s interest is beneficially owned by Steve M. Mariano who previously purchased it in a prior transaction, making this a related party transaction. During the three months ended September 30, 2015, PN India Holdings executed the purchase of the interests held by Satyapal Mehta and Steven Mariano. Amounts paid to Steven Mariano totaled $0.7 million granting PN India Holdings a 51.1% ownership interest of MPCS, Ltd. The purchase of Steven Mariano’s interest in MPCS was recorded as a deemed dividend of a common control transaction, rather than a business combination. Although, MPCS was acquired from a party under common control, the results of operations for MPCS 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 remaining $0.7 million portion of the transaction is pending approval from the government of India. Upon approval, Patriot will acquire the remaining 49.9% interest in MPCS from Sandeep Mehta. |
Concentration
Concentration | 9 Months Ended |
Sep. 30, 2015 | |
Risks And Uncertainties [Abstract] | |
Concentration | 1 3 . Concentration For the three months ended September 30, 2015, approximately 66% 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 6% was attributable to contracts with the Company’s second largest customer. For the three months ended September 30, 2014, approximately 76% of total combined fee income and fee income from related revenues was attributable to contracts with Guarantee Insurance, and approximately 10% and 7% were attributable to contracts with the Company’s second and third largest customers, respectively. For the nine months ended September 30, 2015, approximately 72% of total combined fee income and fee income from related party was attributable to contracts with Guarantee Insurance and approximately 8% was attributable to contracts with the Company’s second largest customer. For the nine months ended September 30, 2014, approximately 66% of total combined fee income and fee income from related revenues was attributable to contracts with Guarantee Insurance, and approximately 22% was attributable to contracts with the Company’s second largest customer. As of September 30, 2015, approximately 62% of combined fee income receivable and fee income receivable from related party was attributable to contracts with Guarantee Insurance and approximately 2% and 1% 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 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 | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 4 . Commitments and Contingencies Contractual Obligations and Commitments In connection with the Senior Secured Credit Facility as described in Note 7, Notes Payable and Lines of Credit 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 | 9 Months Ended |
Sep. 30, 2015 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrant Redemption Liability | 1 5 . Warrant Redemption Liability There was no warrant redemption liability as of September 30, 2015. Concurrent with our IPO and repayment of the PennantPark Loan Agreement 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 7, Notes Payable and Lines of Credit |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 6 . 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 nine-month period ended September 30, 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 nine months ended September 30, 2015, the effective income tax rate was 44%. 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 asset as of September 30, 2015 was $10.9 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 September 30, 2015. At September 30, 2015 and December 31, 2014, the Company had no unrecognized tax benefits and no amounts recorded for uncertain tax positions. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events On October 5, 2015 the Company publicly filed a registration statement on Form S-1 with the SEC relating to a proposed public offering by the Company and certain selling stockholders of $80.0 million of common stock. In response to market conditions, on October 20, 2015, the Company filed a Form RW with the SEC withdrawing the registration statement. On October 29, 2015, TriGen Insurance Solutions, Inc. (“TriGen”) entered into a Facilitation Agreement with The Carman Corporation, a Pennsylvania corporation (“Carman”), pursuant to which Carman will provide Trigen with certain market-finding and consulting activities for an upfront payment of $2.0 million. In conjunction with the Facilitation Agreement, TriGen also entered into a Managing Producer Agreement with AmTrust International Underwriters Limited (“AmTrust”) as of October 15, 2015 pursuant to which TriGen will provide a hospitality-focused insurance program for AmTrust. |
Description of Business and B26
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Patriot National, Inc. (“Patriot National” or the “Company”) is an independent national provider of comprehensive technology-enabled outsourcing solutions that help insurance carriers, employers and other clients mitigate risk, comply with complex regulations, and save time and money. We offer a full suite of end-to-end insurance related and specialty services that allow our clients to improve efficiencies and reduce expenses through our value-added processes. The core of our value proposition includes the benefit of a “one-stop” solution with our broad array of offered services, scalable state-of-the-art technology, and solutions to complex business and regulatory processes. Our goal is to be the preferred provider of mandatory employer services such as risk management services, health and welfare services, employee onboarding and compliance services. The Company offers two types of services: front-end services, such as brokerage, underwriting and policyholder services, and back-end services, such as claims adjudication and administration. We provide our services either on an individual basis, as bundles of two or more services tailored to a client’s specific needs or on a turnkey basis where we provide a comprehensive set of front-end and back-end services to a client. We also offer specialty services currently including technology outsourcing and other IT services, as well as employment pre-screening and background checks. As a service company, we do not assume any underwriting or insurance risk. Our revenue is primarily fee-based, most of which is contractually committed or highly recurring. 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 consolidated 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. Included for comparative purposes are our combined financial statements for the three and nine month periods ended September 30, 2014, which combined the financial activity of Patriot National with the results of an acquisition under common control. This acquisition was completed on August 6, 2014. The combined financial statements presented for the periods ended September 30, 2014 are the Statement of Operations and the Statement of Cash Flows. This acquisition is discussed fully in our annual report for the year ended December 31, 2014. The unaudited consolidated 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 consolidated 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 consolidated financial statements as of September 30, 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 (“Contego Services Group”), the Company’s combined subsidiary that is 97% owned, and for DecisionUR, LLC (“DecisionUR”), 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 and DecisionUR are presented as non-controlling interest in the accompanying consolidated balance sheets as of September 30, 2015 and combined balance sheet as of December 31, 2014. The Company discloses the following three measures of net income (loss): (i) net income (loss), including non-controlling interest in subsidiary, (ii) net income (loss) attributable to non-controlling interest in subsidiary, and (iii) net income (loss). |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 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, as further discussed below. Name and Effective Date of Acquisition (In thousands): Cash Paid Stock Issued Accrued Liability Deferred Purchase Consideration 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) 3,340 — 3,364 4,911 1,433 1,500 9,684 Hospitality Supportive Systems, LLC (April 1, 2015) 9,650 — — — — — 9,650 Selective Risk Management, LLC (April 1, 2015) 3,846 — — — — — 3,846 Vikaran Solutions, LLC (April 17, 2015) 8,500 — 152 — — — 8,500 Corporate Claims Management, Inc (April 24, 2015) 7,900 — 4,434 — 825 1,000 8,725 Candid Investigation Services, LLC (May 8, 2015) 1,033 — — — 367 450 1,400 Brandywine Insurance Advisors, LLC (May 22, 2015) 3,000 — — — 220 1,205 3,220 Infinity Insurance Solutions, LLC (June 1, 2015) 1,750 — 100 — 552 650 2,302 InsureLinx, Inc (June 12, 2015) 6,300 — 1,840 — — — 6,300 The Carman Corporation (June 15, 2015) 2,000 — — — — — 2,000 CWI Benefits, Inc (July 9, 2015) 2,750 — 2,061 — 3,400 4,675 6,150 Restaurant Coverage Associates, Inc (August 14, 2015) 750 — — — 1,725 1,825 2,475 Risk Control Associates, Inc (August 14, 2015) 250 — 650 — 575 675 825 Global HR Research LLC (August 21, 2015) 23,500 6,503 2,457 11,920 — — 41,923 Total $ 78,083 $ 6,503 $ 15,081 $ 16,831 $ 12,062 $ 15,155 $ 113,479 |
Aggregate Estimated Fair Values of the Net Assets Acquired | The following is a summary of the aggregate estimated fair values of the net assets acquired at the date of each of the acquisitions made in the nine months ended September 30, 2015: In thousands Total Assets Acquired: Cash $ 4,069 Restricted cash 4,838 Accounts receivable 5,069 Fixed assets 2,002 Other assets 2,272 Goodwill 57,915 Intangible assets: Customer & carrier relationships 31,039 Service contracts 320 Non-compete agreements 4,739 Developed technology 13,268 Trade name portfolio 3,029 Total intangible assets 52,395 Total assets acquired 128,560 Liabilities assumed 15,081 Total net assets acquired $ 113,479 |
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, Inc. (“Patriot Care Management”), which was acquired on August 6, 2014, had been acquired at January 1, 2014 (in thousands, except per share data): Nine Months Ended September 30, In thousands (except per share data) 2015 2014 Total revenues 174,376 141,658 Net (loss) income 1,107 14,508 Basic net (loss) income per share $ 0.04 $ 0.97 Diluted net (loss) income per share $ 0.04 $ 0.76 |
Equity and Fixed Income Secur28
Equity and Fixed Income Security Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Major Classes of Investments | As of September 30, 2015, our major classes of investments consisted of the following: September 30, 2015 In thousands Cost Basis Gains Losses Fair Value (Unaudited) Equity and Fixed Income Security Investments Common and preferred stocks $ 429 $ — $ (41 ) $ 388 Corporate notes and bonds 2,969 — (108 ) 2,861 Total $ 3,398 $ — $ (149 ) $ 3,249 |
Fixed Assets And Other Long T29
Fixed Assets And Other Long Term Assets(Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fixed Assets And Other Long Term Assets [Abstract] | |
Major Classes of Fixed Assets | As of September 30, 2015 and December 31, 2014, our major classes of fixed assets consisted of the following: In thousands September 30, 2015 December 31, 2014 (Unaudited) Fixed Assets Computer equipment, software and furniture and fixtures $ 7,640 $ 5,722 Building 1,428 - Leasehold improvements 3,534 2,545 Total fixed assets 12,602 8,267 Less accumulated depreciation and amortization (7,804 ) (6,388 ) Fixed assets, net of accumulated depreciation and amortization $ 4,798 $ 1,879 |
Other Long Term Assets | As of September 30, 2015 and December 31, 2014, other long term assets consisted of the following: In thousands September 30, 2015 December 31, 2014 (Unaudited) Other long term assets Capitalized policy and claims administration system development costs $ 17,016 $ 13,093 Less accumulated depreciation (5,459 ) (3,251 ) Other long term assets, net of accumulated depreciation $ 11,557 $ 9,842 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 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 57,915 Balance as of September 30, 2015 $ 119,408 |
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: September 30, 2015 December 31, 2014 In thousands Gross Asset Accumulated Amortization Net Asset Gross Asset Accumulated Amortization Net Asset (Unaudited) Intangible Assets Service contracts $ 35,120 $ (5,105 ) $ 30,015 $ 34,800 $ (1,812 ) $ 32,988 Customer and carrier relationships 31,039 (1,244 ) 29,795 — — — Non-compete agreements 4,739 (914 ) 3,825 — — — Developed technology 13,268 (894 ) 12,374 — — — Trade names 3,029 (103 ) 2,926 — — — Total $ 87,195 $ (8,260 ) $ 78,935 $ 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 September 30, 2015 Amortization expense (Unaudited) 2015 (remaining three months) $ 3,286 2016 13,140 2017 11,625 2018 10,770 2019 10,770 Thereafter 29,344 Total $ 78,935 |
Notes Payable and Lines of Cr31
Notes Payable and Lines of Credit (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | As of September 30, 2015 and December 31, 2014, notes payable were comprised of the following: In thousands September 30, 2015 December 31, 2014 (Unaudited) BMO Senior Secured Term Loans $ 107,875 $ — PennantPark Loan Agreement — 63,285 UBS Credit Agreement — 56,288 Gross Notes Payable and Current Portion of Notes Payable 107,875 119,573 Less original issue discount — (3,085 ) Less value attributable to stock warrants — (5,667 ) Notes Payable and Current Portion of Notes Payable 107,875 110,821 Less current portion of notes payable (5,500 ) (15,782 ) Notes Payable $ 102,375 $ 95,039 |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 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 $ 397 $ 17 $ 414 2016 2,429 51 2,480 Total $ 2,826 $ 68 $ 2,894 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Components of Basic and Diluted EPS | The components of basic and diluted EPS are as follows: Three Months Ended September 30, Nine Months Ended September 30, In thousands (except earnings per share) 2015 2014 2015 2014 Basic net earnings (loss) per share Net income (loss) available to common shareholders $ 3,788 $ 16,902 $ (8 ) $ 12,807 Weighted average number of common shares outstanding 26,802 16,368 26,006 14,981 Basic net earnings (loss) per share $ 0.14 $ 1.03 $ (0.00 ) $ 0.85 Diluted net earnings (loss) per share Net income (loss) available to common shareholders $ 3,788 $ 16,902 $ (8 ) $ 12,807 Adjustments to net income (loss) applicable to dilutive shares - (8,760 ) - (2,257 ) Net earnings (loss) attributable to diluted shares $ 3,788 $ 8,142 $ (8 ) $ 10,550 Weighted average number of common shares outstanding 26,802 16,368 26,006 14,981 Dilutive effect of warrants, options, and restricted shares using the treasury stock method 1,138 1,183 - 1,202 Weighted average number of common and common equivalent shares outstanding 27,940 17,551 26,006 16,183 Diluted net earnings (loss) per share $ 0.14 $ 0.46 $ (0.00 ) $ 0.65 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
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: Nine Months Ended September 30, In thousands 2015 Expected dividend yield 0 % Risk-free interest rate (1) 0.49 % Expected volatility (2) 33.02 % Expected life in years (3) 3.0 (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 nine months ended September 30, 2015 intrinsic value of these options was $1.9 million In thousands, except weighted-average price and remaining contractual term Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding at December 31, 2014 — $ — Options granted 1,367 $ 14.40 Options exercised — $ — Options cancelled or forfeited (129 ) $ 14.33 Options outstanding at September 30, 2015 1,238 $ 14.39 9.4 $ 1,932 Options expected to vest at September 30, 2015 1,238 $ 14.39 9.4 $ 1,932 Options exercisable at September 30, 2015 — $ — — $ — |
Summary of Grants of Restricted Shares | Grants of restricted shares for the nine months ended September 30, 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 906 $ 14.32 Restricted shares vested (310 ) $ 14.00 Restricted shares forfeited (22 ) $ 14.00 Unvested restricted shares outstanding as of September 30, 2015 574 $ 14.51 |
Restricted Stock Unit | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Grants of Restricted Shares | In thousands, except weighted-average fair value price Number of Shares Weighted-Average Grant-Date Fair Value Unvested restricted stock units outstanding at December 31, 2014 — $ — Restricted stock units granted 193 $ 15.02 Restricted stock units vested — $ — Restricted stock units forfeited (11 ) $ 14.20 Unvested restricted stock units outstanding as of September 30, 2015 182 $ 15.06 |
Fair Value Measurement of Fin35
Fair Value Measurement of Financial Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurement of Financial Liabilities | The Company’s equity and fixed income security investments for which carrying values were equal to fair values, classified by level within the fair value hierarchy, were as follows as of September 30, 2015: Fair Value Measurement, Using September 30, 2015 (in thousands) Quoted Prices in Active Markets for Identical Securities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Common and preferred stocks $ 388 $ — $ — $ 388 Corporate notes and bonds 2,861 — — 2,861 Total $ 3,249 $ — $ — $ 3,249 The Company’s notes payable, capital lease obligation, earnout 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 September 30, 2015 and December 31, 2014: Fair Value Measurement, Using September 30, 2015 (in thousands) Quoted Prices in Active Markets for Identical Securities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Earnout payable on acquisitions $ — $ — $ 12,062 $ 12,062 Deferred purchase consideration — — 16,831 16,831 Warrant redemption liability — — — — Total $ — $ — $ 28,893 $ 28,893 Fair Value Measurement, Using December 31, 2014 (in thousands) Quoted Prices in Active Markets for Identical Securities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Earnout payable on acquisitions $ — $ — $ — $ — Deferred purchase consideration — — — — Warrant redemption liability — — 12,879 12,879 Total $ — $ — $ 12,879 $ 12,879 |
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: Nine Months Ended September 30, 2015 (in thousands) Earnout Payable Deferred Purchase Consideration Warrant Redemption Liability Total Fair value, January 1, 2015 $ — $ — $ 12,879 $ 12,879 Record present value earnout payable on acquisitions 19,163 — — 19,163 Earnout payments made (7,101 ) — — (7,101 ) Record deferred purchase consideration on acquisitions — 16,831 — 16,831 Exercise of warrants — — (9,995 ) (9,995 ) Decrease in fair value of common stock and warrant redemption liability — — (1,385 ) (1,385 ) Contribute remaining liability balance due to equity warrants — — (1,499 ) (1,499 ) Fair Value, September 30, 2015 $ 12,062 $ 16,831 $ — $ 28,893 |
Description of Business and B36
Description of Business and Basis of Presentation - Additional Information (Details) | Sep. 30, 2015Services |
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 - Additio
Business Combinations - Additional Information (Details) | Aug. 21, 2015USD ($)shares | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Business | Sep. 30, 2014USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | ||||||
Number Of Businesses Acquired | Business | 17 | |||||
Business acquisition, contingent consideration liability | $ 12,100,000 | $ 12,100,000 | ||||
Business acquisition, cash paid | 78,083,000 | |||||
Total revenues | 58,523,000 | $ 45,469,000 | 148,848,000 | $ 77,019,000 | ||
Business acquisition, deferred purchase consideration | 16,831,000 | |||||
Asset impairment charges | 0 | 0 | ||||
Net income or loss | $ 3,788,000 | $ 16,902,000 | (8,000) | $ 12,807,000 | ||
Global HR Research LLC | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, cash paid | $ 24,000,000 | 23,500,000 | ||||
Business acquisition, amount held in escrow | $ 500,000 | |||||
Business acquisition, stock consideration | shares | 444,096 | |||||
Business acquisition, number of shares issued | shares | 349,645 | |||||
Business acquisition, number of shares held in escrow | shares | 94,451 | |||||
Business acquisition, deferred purchase consideration, shares | shares | 618,478 | |||||
Business acquisition, deferred purchase consideration, cash | $ 10,477,017 | $ 11,400,000 | ||||
Business acquisition, deferred purchase consideration, description | The Deferred Consideration is payable solely to In Touch Holdings LLC, one of the former principal stockholders of Global HR, on the earlier of (x) November 20, 2015, (y) the 21st day after the date we mail an information statement to the shareholders in connection with the Global HR Acquisition or (z) we file a registration statement with the SEC that is declared effective. As of the filing date, no decision has been made on the settlement of Deferred Consideration in cash or stock. If the revenues for Global HR for its fiscal year 2016 are less than $12.8 million, then In Touch Holdings LLC will forfeit and return 10% of its Stock Consideration and Deferred Stock Consideration to us. | |||||
Business acquisition, deferred purchase consideration | $ 11,920,000 | |||||
Business acquisition, deferred purchase consideration amount held in escrow | 500,000 | |||||
TriGen Holding Group, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, cash paid | 3,340,000 | |||||
Business acquisition, deferred purchase consideration | 4,911,000 | |||||
Business Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Total revenues | 21,700,000 | |||||
Net income or loss | 2,100,000 | |||||
Fiscal year 2016 | Global HR Research LLC | ||||||
Business Acquisition [Line Items] | ||||||
Stock consideration and deferred stock consideration percentage | 10.00% | |||||
Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination Aggregate Earnout Obligation related to acquisitions | $ 15,200,000 | |||||
Acquired finite lived intangible assets useful life | 10 years | |||||
Discount rate | 30.00% | |||||
Maximum | Customer & carrier relationships | ||||||
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 | |||||
Maximum | Fiscal year 2016 | Global HR Research LLC | ||||||
Business Acquisition [Line Items] | ||||||
Total revenues | $ 12,800,000 | |||||
Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Acquired finite lived intangible assets useful life | 2 years | |||||
Discount rate | 17.00% | |||||
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 ($) | Aug. 21, 2015 | Sep. 30, 2015 |
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | $ 78,083,000 | |
Business acquisition, stock issued | 6,503,000 | |
Business acquisition, accrued liability | 15,081,000 | |
Business acquisition, deferred purchase consideration | 16,831,000 | |
Business acquisition, recorded earnout payable | 12,062,000 | |
Business acquisition, maximum potential earnout payable | 15,155,000 | |
Business acquisition, total recorded purchase price | 113,479,000 | |
Phoenix Risk Management, Inc; January 31, 2015 | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | 1,099,000 | |
Business acquisition, recorded earnout payable | 2,790,000 | |
Business acquisition, maximum potential earnout payable | 3,000,000 | |
Business acquisition, total recorded purchase price | 3,889,000 | |
DecisionUR, LLC; February 5, 2015 | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | 2,240,000 | |
Business acquisition, accrued liability | 23,000 | |
Business acquisition, total recorded purchase price | 2,240,000 | |
Capital & Guaranty, LLC; February 9, 2015 | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | 175,000 | |
Business acquisition, recorded earnout payable | 175,000 | |
Business acquisition, maximum potential earnout payable | 175,000 | |
Business acquisition, total recorded purchase price | 350,000 | |
TriGen Holding Group, Inc | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | 3,340,000 | |
Business acquisition, accrued liability | 3,364,000 | |
Business acquisition, deferred purchase consideration | 4,911,000 | |
Business acquisition, recorded earnout payable | 1,433,000 | |
Business acquisition, maximum potential earnout payable | 1,500,000 | |
Business acquisition, total recorded purchase price | 9,684,000 | |
Hospitality Supportive Systems, LLC; April 1, 2015 | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | 9,650,000 | |
Business acquisition, total recorded purchase price | 9,650,000 | |
Selective Risk Management, LLC; April 1, 2015 | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | 3,846,000 | |
Business acquisition, total recorded purchase price | 3,846,000 | |
Vikaran Solutions, LLC; April 17, 2015 | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | 8,500,000 | |
Business acquisition, accrued liability | 152,000 | |
Business acquisition, total recorded purchase price | 8,500,000 | |
Corporate Claims Management, Inc; April 24, 2015 | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | 7,900,000 | |
Business acquisition, accrued liability | 4,434,000 | |
Business acquisition, recorded earnout payable | 825,000 | |
Business acquisition, maximum potential earnout payable | 1,000,000 | |
Business acquisition, total recorded purchase price | 8,725,000 | |
Candid Investigation Services, LLC; May 8, 2015 | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | 1,033,000 | |
Business acquisition, recorded earnout payable | 367,000 | |
Business acquisition, maximum potential earnout payable | 450,000 | |
Business acquisition, total recorded purchase price | 1,400,000 | |
Brandywine Insurance Advisors, LLC: May 22, 2015 | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | 3,000,000 | |
Business acquisition, recorded earnout payable | 220,000 | |
Business acquisition, maximum potential earnout payable | 1,205,000 | |
Business acquisition, total recorded purchase price | 3,220,000 | |
Infinity Insurance Solutions, LLC; June 1, 2015 | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | 1,750,000 | |
Business acquisition, accrued liability | 100,000 | |
Business acquisition, recorded earnout payable | 552,000 | |
Business acquisition, maximum potential earnout payable | 650,000 | |
Business acquisition, total recorded purchase price | 2,302,000 | |
InsureLinx, Inc; June 12, 2015 | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | 6,300,000 | |
Business acquisition, accrued liability | 1,840,000 | |
Business acquisition, total recorded purchase price | 6,300,000 | |
The Carman Corporation; June 15, 2015 | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | 2,000,000 | |
Business acquisition, total recorded purchase price | 2,000,000 | |
CWI Benefits, Inc; July 9, 2015 | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | 2,750,000 | |
Business acquisition, accrued liability | 2,061,000 | |
Business acquisition, recorded earnout payable | 3,400,000 | |
Business acquisition, maximum potential earnout payable | 4,675,000 | |
Business acquisition, total recorded purchase price | 6,150,000 | |
Restaurant Coverage Associates, Inc; August 14, 2015 | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | 750,000 | |
Business acquisition, recorded earnout payable | 1,725,000 | |
Business acquisition, maximum potential earnout payable | 1,825,000 | |
Business acquisition, total recorded purchase price | 2,475,000 | |
Risk Control Associates, Inc; August 14, 2015 | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | 250,000 | |
Business acquisition, accrued liability | 650,000 | |
Business acquisition, recorded earnout payable | 575,000 | |
Business acquisition, maximum potential earnout payable | 675,000 | |
Business acquisition, total recorded purchase price | 825,000 | |
Global HR Research LLC; August 21, 2015 | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | $ 24,000,000 | 23,500,000 |
Business acquisition, stock issued | 6,503,000 | |
Business acquisition, accrued liability | 2,457,000 | |
Business acquisition, deferred purchase consideration | 11,920,000 | |
Business acquisition, total recorded purchase price | $ 41,923,000 |
Business Combinations - Aggrega
Business Combinations - Aggregate Estimated Fair Values of the Net Assets Acquired (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets Acquired: | ||
Goodwill | $ 119,408 | $ 61,493 |
Business Acquisition | ||
Assets Acquired: | ||
Cash | 4,069 | |
Restricted cash | 4,838 | |
Accounts receivable | 5,069 | |
Fixed assets | 2,002 | |
Other assets | 2,272 | |
Goodwill | 57,915 | |
Intangible assets: | ||
Total intangible assets | 52,395 | |
Total assets acquired | 128,560 | |
Liabilities assumed | 15,081 | |
Total net assets acquired | 113,479 | |
Business Acquisition | Customer & carrier relationships | ||
Intangible assets: | ||
Total intangible assets | 31,039 | |
Business Acquisition | Service contracts | ||
Intangible assets: | ||
Total intangible assets | 320 | |
Business Acquisition | Non-compete agreements | ||
Intangible assets: | ||
Total intangible assets | 4,739 | |
Business Acquisition | Developed technology | ||
Intangible assets: | ||
Total intangible assets | 13,268 | |
Business Acquisition | Trade name portfolio | ||
Intangible assets: | ||
Total intangible assets | $ 3,029 |
Business Combinations - Summa40
Business Combinations - Summary of Unaudited Pro Forma Historical Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Business Combinations [Abstract] | ||
Total revenues | $ 174,376 | $ 141,658 |
Net (loss) income | $ 1,107 | $ 14,508 |
Basic net (loss) income per share | $ 0.04 | $ 0.97 |
Diluted net (loss) income per share | $ 0.04 | $ 0.76 |
Equity and Fixed Income Secur41
Equity and Fixed Income Security Investments - Schedule of Major Classes of Investments (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Equity and fixed income security investments, cost basis | $ 3,398,000 | |
Equity and fixed income security investments, losses | (149,000) | |
Equity and fixed income security investments, fair value | 3,249,000 | $ 0 |
Common and preferred stocks | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Equity and fixed income security investments, cost basis | 429,000 | |
Equity and fixed income security investments, losses | (41,000) | |
Equity and fixed income security investments, fair value | 388,000 | |
Corporate notes and bonds | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Equity and fixed income security investments, cost basis | 2,969,000 | |
Equity and fixed income security investments, losses | (108,000) | |
Equity and fixed income security investments, fair value | $ 2,861,000 |
Equity and Fixed Income Secur42
Equity and Fixed Income Security Investments - Additional Information (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Investments Debt And Equity Securities [Abstract] | ||
Equity and fixed income security investments | $ 3,249,000 | $ 0 |
Fixed Assets and Other Long T43
Fixed Assets and Other Long Term Assets - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Software | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 7 years |
Building | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 39 years |
Capitalized Policy and Claims Administration System Development Costs | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Fixed Assets and Other Long T44
Fixed Assets and Other Long Term Assets - Major Classes of Fixed Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fixed Assets | ||
Fixed assets | $ 12,602 | $ 8,267 |
Less accumulated depreciation and amortization | (7,804) | (6,388) |
Fixed assets, net of accumulated depreciation and amortization | 4,798 | 1,879 |
Computer Equipment, Software and Furniture and Fixtures | ||
Fixed Assets | ||
Fixed assets | 7,640 | 5,722 |
Building | ||
Fixed Assets | ||
Fixed assets | 1,428 | |
Leasehold Improvements | ||
Fixed Assets | ||
Fixed assets | $ 3,534 | $ 2,545 |
Fixed Assets and Other Long T45
Fixed Assets and Other Long Term Assets - Other Long Term Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Other long term assets | ||
Capitalized policy and claims administration system development costs | $ 17,016 | $ 13,093 |
Less accumulated depreciation | (5,459) | (3,251) |
Other long term assets, net of accumulated depreciation | $ 11,557 | $ 9,842 |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)Business | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Impairment of goodwill | $ 0 |
Goodwill acquired in acquisition | $ 57,915,000 |
Number Of Businesses Acquired | Business | 17 |
Intangible assets acquired in acquisition | $ 52,400,000 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets - Summary of Changes in Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Balance as of December 31, 2014 | $ 61,493 |
Goodwill acquired | 57,915 |
Balance as of September 30, 2015 | $ 119,408 |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets - Schedule of Intangible Assets, their Original Fair Value, and their Net Book Values (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | $ 87,195 | $ 34,800 |
Accumulated amortization | (8,260) | (1,812) |
Net asset | 78,935 | 32,988 |
Service contracts | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 35,120 | 34,800 |
Accumulated amortization | (5,105) | (1,812) |
Net asset | 30,015 | $ 32,988 |
Customer & carrier relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 31,039 | |
Accumulated amortization | (1,244) | |
Net asset | 29,795 | |
Non-compete agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 4,739 | |
Accumulated amortization | (914) | |
Net asset | 3,825 | |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 13,268 | |
Accumulated amortization | (894) | |
Net asset | 12,374 | |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 3,029 | |
Accumulated amortization | (103) | |
Net asset | $ 2,926 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets - Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Amortization expense | ||
2015 (remaining three months) | $ 3,286 | |
2,016 | 13,140 | |
2,017 | 11,625 | |
2,018 | 10,770 | |
2,019 | 10,770 | |
Thereafter | 29,344 | |
Net asset | $ 78,935 | $ 32,988 |
Notes Payable and Lines of Cr50
Notes Payable and Lines of Credit - Notes Payable (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Notes payable, Gross | $ 107,875 | $ 119,573 |
Less original issue discount | (3,085) | |
Less value attributable to stock warrants | (5,667) | |
Notes Payable and Current Portion of Notes Payable | 107,875 | 110,821 |
Less current portion of notes payable | (5,500) | (15,782) |
Notes payable | 102,375 | 95,039 |
BMO Senior Secured Term Loans | ||
Debt Instrument [Line Items] | ||
Notes payable, Gross | $ 107,875 | |
PennantPark Loan Agreement | ||
Debt Instrument [Line Items] | ||
Notes payable, Gross | 63,285 | |
UBS Credit Agreement | ||
Debt Instrument [Line Items] | ||
Notes payable, Gross | $ 56,288 |
Notes Payable and Lines of Cr51
Notes Payable and Lines of Credit - Senior Secured Credit Facility - Additional Information (Details) - USD ($) | Aug. 14, 2015 | Jan. 22, 2015 | Sep. 30, 2015 |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Amount borrowed under credit agreement | $ 40,000,000 | $ 10,800,000 | |
Increase in size of credit facility | 20,000,000 | ||
Line of credit facility, available borrowing amount | $ 29,200,000 | ||
Revolving Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Commitment fee basis points | 0.35% | ||
Revolving Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Increase in size of credit facility | $ 5,000,000 | ||
Commitment fee basis points | 0.50% | ||
Senior Secured Credit Facility | |||
Debt Instrument [Line Items] | |||
Amount borrowed under credit agreement | $ 118,700,000 | ||
Credit facility term | 5 years | ||
Increase in size of credit facility | $ 50,000,000 | ||
Increase in term loan facility | $ 50,000,000 | ||
Credit facility covenant terms | (a) our total leverage ratio is equal to or less than 2.25 to 1.00 and (b) our Adjusted EBITDA for the twelve-months then ended is at least $70.0 million, the outstanding revolving loans (plus any swing line loans and the aggregate stated amount of all letters of credit) shall not exceed $30.0 million. | (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 ended 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. | |
Percentage of stock pledged | 100.00% | ||
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 | Minimum | |||
Debt Instrument [Line Items] | |||
Debt covenant adjusted EBITDA | $ 70,000,000 | ||
Senior Secured Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Increase on margins on loans and fees, percentage | 2.00% | ||
Debt covenant total leverage ratio | 225.00% | ||
Debt covenant outstanding revolving loans | $ 30,000,000 | ||
Percentage of assets guaranteed | 5.00% | ||
Senior Secured Credit Facility | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.50% | ||
Senior Secured Credit Facility | LIBOR | Minimum | |||
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 | 2.25% | ||
Senior Secured Credit Facility | Base Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.50% | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Participation fee payable percentage | 0.125% | ||
BMO Term Loan | |||
Debt Instrument [Line Items] | |||
Amount borrowed under credit agreement | $ 40,000,000 | ||
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 | Minimum | |||
Debt Instrument [Line Items] | |||
Increase in size of credit facility | 5,000,000 | ||
Increase in term loan facility | $ 20,000,000 | ||
BMO Term Loan | Maximum | |||
Debt Instrument [Line Items] | |||
Increase in size of credit facility | $ 20,000,000 | ||
BMO Senior Secured Term Loans | |||
Debt Instrument [Line Items] | |||
Amount borrowed under credit agreement | $ 107,900,000 |
Notes Payable and Lines of Cr52
Notes Payable and Lines of Credit - UBS Credit Agreement - Additional Information (Details) - UBS Credit Agreement - USD ($) $ in Millions | Aug. 06, 2014 | Sep. 30, 2015 |
Debt Instrument [Line Items] | ||
Credit facility term | 5 years | |
Aggregate principal amount | $ 57 | |
Debt instrument maturity date | Aug. 6, 2019 |
Capital Lease Obligations - Add
Capital Lease Obligations - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Leases [Abstract] | |
Expiration of monthly payments on capital lease | Dec. 3, 2016 |
Capital lease obligation monthly lease payments | $ 206,000 |
Capital Lease Obligations - Sch
Capital Lease Obligations - Schedule of Capital Lease Obligations for Future Payments Based on Interest Rate Swap Rate (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Principal | |
2,015 | $ 397 |
2,016 | 2,429 |
Total | 2,826 |
Interest | |
2,015 | 17 |
2,016 | 51 |
Total | 68 |
Payments on Capital Lease | |
2,015 | 414 |
2,016 | 2,480 |
Total | $ 2,894 |
Earnings Per Share - Components
Earnings Per Share - Components of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Basic net earnings (loss) per share | ||||
Net income (loss) available to common shareholders | $ 3,788 | $ 16,902 | $ (8) | $ 12,807 |
Weighted average number of common shares outstanding | 26,802 | 16,368 | 26,006 | 14,981 |
Basic net earnings (loss) per share | $ 0.14 | $ 1.03 | $ 0 | $ 0.85 |
Diluted net earnings (loss) per share | ||||
Net income (loss) available to common shareholders | $ 3,788 | $ 16,902 | $ (8) | $ 12,807 |
Adjustments to net income (loss) applicable to dilutive shares | (8,760) | (1,385) | (2,257) | |
Net earnings (loss) attributable to diluted shares | $ 3,788 | $ 8,142 | $ (8) | $ 10,550 |
Weighted average number of common shares outstanding | 26,802 | 16,368 | 26,006 | 14,981 |
Dilutive effect of warrants, options, and restricted shares using the treasury stock method | 1,138 | 1,183 | 1,202 | |
Weighted average number of common and common equivalent shares outstanding | 27,940 | 17,551 | 26,006 | 16,183 |
Diluted net earnings (loss) per share | $ 0.14 | $ 0.46 | $ 0 | $ 0.65 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
Net income (loss) available to common shareholders | $ 3,788 | $ 16,902 | $ (8) | $ 12,807 |
Basic net loss per share | $ 0.14 | $ 1.03 | $ 0 | $ 0.85 |
Diluted net loss per share | $ 0.14 | $ 0.46 | $ 0 | $ 0.65 |
Common Stock Warrants | ||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
Weighted average outstanding detachable shares not dilutive | 160,295 | |||
Contingent Purchase Consideration | ||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
Weighted average outstanding detachable shares not dilutive | 107,070 | |||
Restricted Shares and Stock Options | ||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
Weighted average outstanding detachable shares not dilutive | 114,634 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015USD ($)shares | Sep. 30, 2015USD ($)Installmentsshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock option vesting installments | Installments | 3 | |
Number of stock options awarded | 1,366,791 | |
Number of stock options forfeited | 129,013 | |
Number of stock options outstanding | 1,237,778 | 1,237,778 |
Aggregate intrinsic value of options outstanding | $ | $ 1,932 | $ 1,932 |
Stock compensation expense | $ | 2,586 | $ 8,791 |
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 | $ | 1,200 | $ 1,200 |
Total unrecognized compensation cost related to unvested stock options | $ | 2,900 | $ 2,900 |
Weighted average period of recognition for costs not yet recognized | 3 years | |
Restricted Stock Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock recognized compensation expense associated with these options | $ | 6,800 | $ 6,800 |
Total unrecognized compensation cost related to unvested stock options | $ | $ 5,900 | $ 5,900 |
Weighted average period of recognition for costs not yet recognized | 3 years | |
Restricted shares granted | 906,362 | |
Restricted shares forfeited | 22,059 | |
Restricted shares vested | 310,652 | |
Unvested restricted shares outstanding at end of period | 573,651 | 573,651 |
Restricted Stock Awards | Directors Officers and Key Employees | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Restricted shares granted | 906,362 | |
Restricted shares forfeited | 22,059 | |
Restricted shares vested | 310,652 | |
Unvested restricted shares outstanding at end of period | 573,651 | 573,651 |
Unvested restricted shares outstanding , total fair value | $ | $ 8,300 | |
Restricted Stock Unit | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total unrecognized compensation cost related to unvested stock options | $ | $ 2,000 | $ 2,000 |
Weighted average period of recognition for costs not yet recognized | 3 years | |
Restricted shares granted | 193,290 | |
Restricted shares forfeited | 11,655 | |
Unvested restricted shares outstanding at end of period | 181,635 | 181,635 |
Unvested restricted shares outstanding , total fair value | $ | $ 2,700 | |
Stock compensation expense | $ | $ 800 |
Stock-Based Compensation - Summ
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) | 9 Months Ended | |
Sep. 30, 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 on our historical data. |
Stock - Based Compensation - Sc
Stock - Based Compensation - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Number of Shares | |
Number of shares , options granted | shares | 1,366,791 |
Number of shares, options cancelled or forfeited | shares | (129,013) |
Number of shares, options outstanding, ending balance | shares | 1,237,778 |
Number of shares, options expected to vest at end of period | shares | 1,238,000 |
Weighted Average Exercise Price Per Share | |
Weighted average exercise price, Granted | $ 14.40 |
Weighted average exercise price, Canceled or Forfeited | 14.33 |
Weighted average exercise price, Outstanding at end of period | 14.39 |
Weighted average exercise price, Expected to vest | $ 14.39 |
Weighted Average Remaining Contractual Term (In Years) | |
Weighted average remaining contractual term of Options Outstanding at end of period | 9 years 4 months 24 days |
Weighted average remaining contractual term of Options Expected to vest at end of period | 9 years 4 months 24 days |
Weighted average remaining contractual term of Options Exercisable at end of period | 0 years |
Aggregate Intrinsic Value | |
Aggregate intrinsic value of Options outstanding at September 30, 2015 | $ | $ 1,932 |
Aggregate intrinsic value of Options Expected to vest at September 30, 2015 | $ | $ 1,932 |
Stock-Based Compensation - Su60
Stock-Based Compensation - Summary of Grants of Restricted Shares (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Restricted Stock Awards | |
Number of Shares | |
Restricted shares granted | shares | 906,362 |
Restricted shares vested | shares | (310,652) |
Restricted shares forfeited | shares | (22,059) |
Unvested restricted shares outstanding as of September 30, 2015 | shares | 573,651 |
Weighted-Average Grant-Date Fair Value | |
Weighted-Average Grant-Date Fair Value, Restricted shares granted | $ 14.32 |
Weighted-Average Grant-Date Fair Value, Restricted shares vested | 14 |
Weighted-Average Grant-Date Fair Value, Restricted shares forfeited | 14 |
Weighted-Average Grant-Date Fair Value, Unvested restricted shares outstanding as of September 30, 2015 | $ 14.51 |
Restricted Stock Unit | |
Number of Shares | |
Restricted shares granted | shares | 193,290 |
Restricted shares forfeited | shares | (11,655) |
Unvested restricted shares outstanding as of September 30, 2015 | shares | 181,635 |
Weighted-Average Grant-Date Fair Value | |
Weighted-Average Grant-Date Fair Value, Restricted shares granted | $ 15.02 |
Weighted-Average Grant-Date Fair Value, Restricted shares forfeited | 14.20 |
Weighted-Average Grant-Date Fair Value, Unvested restricted shares outstanding as of September 30, 2015 | $ 15.06 |
Fair Value Measurement of Fin61
Fair Value Measurement of Financial Liabilities - Summary of Fair Value Measurement of Equity and fixed Income Security Investments (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity and fixed income security investments | $ 3,249,000 | $ 0 |
Common and preferred stocks | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity and fixed income security investments | 388,000 | |
Corporate notes and bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity and fixed income security investments | 2,861,000 | |
Quoted Prices in Active Markets for Identical Securities (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity and fixed income security investments | 3,249,000 | |
Quoted Prices in Active Markets for Identical Securities (Level 1) | Common and preferred stocks | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity and fixed income security investments | 388,000 | |
Quoted Prices in Active Markets for Identical Securities (Level 1) | Corporate notes and bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity and fixed income security investments | $ 2,861,000 |
Fair Value Measurement of Fin62
Fair Value Measurement of Financial Liabilities - Additional Information (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Equity and fixed income security investments | $ 3,249,000 | $ 0 |
Fair Value Measurement of Fin63
Fair Value Measurement of Financial Assets and Liabilities - Summary of Fair Value Measurement of Financial Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Earnout payable on acquisitions | $ 12,062 | |
Deferred purchase consideration | 16,831 | |
Warrant redemption liability | $ 12,879 | |
Total | 28,893 | 12,879 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Earnout payable on acquisitions | 12,062 | |
Deferred purchase consideration | 16,831 | |
Warrant redemption liability | 12,879 | |
Total | $ 28,893 | $ 12,879 |
Fair Value Measurement of Fin64
Fair Value Measurement of Financial Assets and Liabilities - Summary of Reconciliation of the Fair Value of Financial Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value, beginning balance | $ 12,879 |
Record present value earnout payable on acquisitions | 19,163 |
Earnout payments made | (7,101) |
Record deferred purchase consideration on acquisitions | 16,831 |
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 | 28,893 |
Earnout Payable | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Record present value earnout payable on acquisitions | 19,163 |
Earnout payments made | (7,101) |
Fair value, ending balance | 12,062 |
Deferred Purchase Consideration | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Record deferred purchase consideration on acquisitions | 16,831 |
Fair value, ending balance | 16,831 |
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 - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | Jul. 31, 2015 | Apr. 17, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jul. 20, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||||||||
Fee income from related party | $ 23,773 | $ 15,803 | $ 68,852 | $ 24,589 | ||||
Fee income receivable from related party | 22,141 | 22,141 | $ 11,988 | |||||
Global HR Research LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of equity interests owned | 75.50% | |||||||
Shanfelter | In Touch Holdings L L C | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of equity interests owned | 84.00% | |||||||
Entities controlled by Mr. Mariano | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fee income receivable from related party | 200 | 200 | ||||||
Mr. Mariano | Vikaran Solutions, LLC; April 17, 2015 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Non-controlling interest ownership percentage | 45.00% | |||||||
Proceeds from sale of acquisition | $ 3,800 | |||||||
Guarantee Insurance | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fee income from related party | 23,800 | $ 15,800 | 68,900 | $ 24,600 | ||||
Fee income receivable from related party | $ 22,100 | $ 22,100 | $ 12,000 | |||||
MPCS | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of ownership interest by subsidiary | 100.00% | |||||||
Purchase consideration on acquisition of business | $ 1,500 | |||||||
MPCS | Subsidiary Issuer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of ownership interest granted to subsidiary company | 51.10% | 51.10% | ||||||
MPCS | Steven M Mariano | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount paid to beneficial owner on purchase of interest | $ 700 | |||||||
Remaining amount paid to beneficial owner on purchase of interest, upon approval | $ 700 | |||||||
MPCS | Sandeep Mehta | ||||||||
Related Party Transaction [Line Items] | ||||||||
Non-controlling interest ownership percentage | 49.99% | |||||||
MPCS | Steven J. Pazol | ||||||||
Related Party Transaction [Line Items] | ||||||||
Non-controlling interest ownership percentage | 49.99% | |||||||
MPCS | Satyapal Mehta | ||||||||
Related Party Transaction [Line Items] | ||||||||
Non-controlling interest ownership percentage | 0.02% |
Concentration - Additional Info
Concentration - Additional Information (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Fee income | Second Largest Customer | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 6.00% | 10.00% | 8.00% | 22.00% | |
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 | 2.00% | 8.00% | |||
Fee income receivable | Third Largest Customer | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 1.00% | 2.00% | |||
Guarantee Insurance | Fee income | Largest Customer | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 66.00% | 76.00% | 72.00% | 66.00% | |
Guarantee Insurance | Fee income receivable | Largest Customer | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 62.00% | 86.00% |
Warrant Redemption Liability -
Warrant Redemption Liability - Additional Information (Details) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2015 | Jan. 22, 2015 | Dec. 31, 2014 | Aug. 06, 2014 | Nov. 27, 2013 | |
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 | ||||
Remaining detachable common stock warrants | 144,855 | ||||
Warrants expiration date | Nov. 27, 2023 | ||||
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 | Nov. 27, 2023 | ||||
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 | Nov. 27, 2023 | ||||
Warrants outstanding, value | $ 5,600,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 44.00% | |
Deferred Tax Assets, Gross | $ 10,900,000 | |
Unrecognized tax benefits | 0 | $ 0 |
Uncertain tax positions | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | Oct. 29, 2015 | Oct. 05, 2015 | Sep. 30, 2015 |
Subsequent Event [Line Items] | |||
Issuance of common stock | $ 97,831 | ||
Subsequent Event | Proposed Public Offering | |||
Subsequent Event [Line Items] | |||
Issuance of common stock | $ 80,000 | ||
Subsequent Event | Facilitation Agreement | |||
Subsequent Event [Line Items] | |||
Trigen provide upfront payment to Carman | $ 2,000 |