Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 14, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | PN | ||
Entity Registrant Name | Patriot National, Inc. | ||
Entity Central Index Key | 1,619,917 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 27,176,441 | ||
Entity Public Float | $ 160,537,888 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 8,372,000 | $ 4,251,000 |
Equity and fixed income security investments | 31,293,000 | 0 |
Total cash and investments | 11,545,000 | 4,251,000 |
Restricted cash | 16,055,000 | 6,923,000 |
Fee income receivable | 8,159,000 | 1,942,000 |
Fee income receivable from related party | 27,036,000 | 11,988,000 |
Net receivable from related parties | 499,000 | 1,773,000 |
Deferred costs for initial public offering | 2,682,000 | |
Other current assets | 2,046,000 | 430,000 |
Total current assets | 65,340,000 | 29,989,000 |
Fixed assets, net of depreciation | 5,092,000 | 1,879,000 |
Deferred loan fees | 2,352,000 | 5,911,000 |
Goodwill | 118,141,000 | 61,493,000 |
Intangible assets | 75,681,000 | 32,988,000 |
Forward purchase asset | 28,120,000 | |
Advance on facilitation agreement | 2,000,000 | |
Other long term assets | 11,428,000 | 9,842,000 |
Total Assets | 308,154,000 | 142,102,000 |
Liabilities | ||
Deferred claims administration services income | 10,639,000 | 8,515,000 |
Net advanced claims reimbursements | 1,835,000 | 6,803,000 |
Income taxes payable | 2,996,000 | 11,548,000 |
Current earn-out payable | 10,556,000 | |
Accounts payable, accrued expenses and other liabilities | 32,809,000 | 15,027,000 |
Deferred purchase consideration | 6,128,000 | |
Revolver borrowings outstanding | 18,032,000 | |
Current portion of notes payable | 5,500,000 | 15,782,000 |
Current portion of capital lease obligation | 2,232,000 | 2,332,000 |
Total current liabilities | 90,727,000 | 60,007,000 |
Earn-out payable | 1,827,000 | |
Notes payable | 101,000,000 | 95,039,000 |
Capital lease obligation | 2,438,000 | |
Warrant redemption liability | 28,120,000 | 12,879,000 |
Total Liabilities | $ 221,674,000 | $ 170,363,000 |
Equity (Deficit) | ||
Preferred stock, $.001 par value; 100,000 shares authorized, no shares issued and outstanding as of December 31, 2015 and December 31, 2014 | ||
Common stock, $.001 par value; 1,000,000 shares authorized, 28,105 and 18,075 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively | $ 21,000 | $ 14,000 |
Additional paid in capital | 119,999,000 | |
Accumulated deficit | (33,305,000) | (27,930,000) |
Total Patriot National, Inc. Stockholders' Equity (Deficit) | 86,715,000 | (27,916,000) |
Less Non-controlling interest | (235,000) | (345,000) |
Total Equity (Deficit) | 86,480,000 | (28,261,000) |
Total Liabilities and Equity (Deficit) | 308,154,000 | $ 142,102,000 |
Quoted Prices in Active Markets for Identical Securities (Level 1) | ||
Current Assets | ||
Equity and fixed income security investments | $ 3,173,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 28,105,000 | 18,075,000 |
Common Stock, outstanding | 28,105,000 | 18,075,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | |||
Fee income | $ 122,881 | $ 55,848 | $ 46,486 |
Fee income from related party | 86,883 | 46,882 | 9,387 |
Total fee income and fee income from related party | 209,764 | 102,730 | 55,873 |
Net investment income | 135 | 496 | 87 |
Net gains (losses) on investments | (179) | 14,038 | (50) |
Total Revenues | 209,720 | 117,264 | 55,910 |
Expenses | |||
Salaries and related expenses | 77,628 | 32,420 | 15,985 |
Commission expense | 35,879 | 16,939 | 8,765 |
Management fees to related party for administrative support services | 5,390 | 12,139 | |
Outsourced services | 12,234 | 5,608 | 3,303 |
Allocation of marketing, underwriting and policy issuance costs from related party | 1,872 | 4,687 | |
Other operating expenses | 34,600 | 13,821 | 7,101 |
Acquisition costs | 6,781 | ||
Interest expense | 3,544 | 9,204 | 1,174 |
Depreciation and amortization | 14,577 | 5,935 | 2,607 |
Amortization of loan discounts and loan costs | 373 | 2,158 | 5,553 |
Non-cash stock based compensation expense | 10,787 | ||
Costs related to extinguishment of debt | 13,681 | ||
Public offering costs | 1,229 | ||
Increase in fair value of earn-out liability | 827 | ||
Gain on financing transaction | (609) | ||
Gain on disposal of fixed assets | (7) | ||
(Decrease) Increase in fair value of warrant redemption liability | (1,410) | 1,823 | |
Loss on exchange of units and warrants | 152 | ||
Total Expenses | 210,114 | 95,170 | 61,466 |
Net (loss) income before income tax expense | (394) | 22,094 | (5,556) |
Income Tax Expense | 4,871 | 11,635 | 712 |
Net (Loss) Income Including Non-Controlling Interest in Subsidiary | (5,265) | 10,459 | (6,268) |
Net income (loss) attributable to non-controlling interest in subsidiary | 110 | 45 | (82) |
Net (Loss) Income | $ (5,375) | $ 10,414 | $ (6,186) |
Earnings (Loss) Per Common Share | |||
Basic | $ (0.20) | $ 0.66 | $ (0.43) |
Diluted | $ (0.20) | $ 0.66 | $ (0.43) |
Weighted Average Common Shares Outstanding | |||
Basic | 26,425 | 15,754 | 14,288 |
Diluted | 26,425 | 15,754 | 14,288 |
Pro Forma Income Tax Expense (Unaudited) | $ 2,092 | ||
Pro Forma Earnings (Loss) Per Common Share | |||
Basic | $ (0.53) | ||
Diluted | $ (0.53) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Activities | |||
Net (Loss) Income | $ (5,265) | $ 10,459 | $ (6,268) |
Adjustments to reconcile net (loss) income to net cash from operating activities: | |||
Depreciation and amortization | 14,577 | 5,935 | 2,607 |
Amortization of loan discounts and loan costs | 373 | 2,158 | 5,553 |
(Decrease) Increase in fair value of warrant redemption liability | (1,410) | 1,823 | |
Increase in fair value of earn-out liability | 827 | ||
Non-cash stock based compensation expense | 10,787 | ||
Write-off of deferred financing and original issue discounts | 9,342 | ||
Gain on financing transaction | (609) | ||
Net non-cash losses (gains) on investments | 179 | (14,038) | 50 |
Deferred income taxes | (388) | 291 | |
Loss on exchange of units and warrants | 152 | ||
Provision for uncollectible fee income | 351 | 502 | 2,544 |
Changes in certain assets and liabilities: | |||
Fee income receivable | (3,228) | (763) | (3,263) |
Fee income receivable from related party | (15,048) | (6,667) | (1,383) |
Claims reimbursement outstanding | 1,101 | ||
Other current assets | (3,554) | 209 | 22 |
Net payable to related parties | 434 | 924 | (3,258) |
Deferred claims administration services income | 397 | 676 | (2,493) |
Net advanced claims reimbursements | (4,968) | 2,433 | 4,003 |
Income taxes payable | (7,861) | 11,326 | 408 |
Accounts payable and accrued expenses | 7,245 | 12,023 | 877 |
Net Cash Provided by Operating Activities | 2,569 | 24,360 | 6,048 |
Investment Activities: | |||
Net increase in restricted cash | (2,541) | (2,488) | (4,290) |
Net increase in note receivable from related party | (492) | (24,397) | |
Purchase of equity securities | (3,616) | (3,914) | (1,013) |
Proceeds from sale of equity securities | 264 | 4,037 | 963 |
Purchase of fixed assets and other long-term assets | (5,932) | (1,813) | (36) |
Acquisitions, net of $2,316 and $912 cash acquired in 2015 and 2014, respectively | (80,887) | (54,853) | |
Net Cash Used in Investment Activities | (92,712) | (59,523) | (28,773) |
Financing Activities: | |||
Proceeds from initial public offering, net | 98,275 | ||
Proceeds from senior secured term loans, net of $2,679 of fees | 107,321 | ||
Repayment of senior secured term loans | (3,500) | ||
Proceeds from notes payable, net of detachable common stock warrants and loan fees | 51,168 | 38,472 | |
Issuance of detachable common stock warrants | 4,122 | 2,477 | |
Payment of loan fees | (3,917) | (2,938) | |
Payment of costs for public offering | (3,742) | (2,682) | |
Revolver facility borrowings | 59,100 | ||
Revolver facility repayments | (41,068) | ||
Repayment of note payable | (119,573) | (10,196) | (10,000) |
Repayment of capital lease obligation | (2,549) | (742) | |
Payment of unit holder distribution | (291) | ||
Payment of stockholder dividend | (5,018) | ||
Net Cash Provided by Financing Activities | 94,264 | 37,753 | 22,702 |
Increase (decrease) in cash | 4,121 | 2,590 | (23) |
Cash, beginning of period | 4,251 | 1,661 | 1,684 |
Cash, end of period | 8,372 | 4,251 | 1,661 |
Net Loss Attributable to Business Generated by GUI, Exclusive of Depreciation Expense | |||
GUI total net loss | 5,375 | (10,414) | 6,186 |
exclusive of depreciation expense | |||
Interest Paid | 3,545 | 9,189 | 846 |
Income Taxes Paid | 11,062 | 533 | |
GUI | |||
Adjustments to reconcile net (loss) income to net cash from operating activities: | |||
Net (Income) loss attributable to business generated by GUI, exclusive of depreciation expense | (2,252) | 5,105 | |
Net Loss Attributable to Business Generated by GUI, Exclusive of Depreciation Expense | |||
GUI total net loss | 45 | 7,586 | |
Depreciation expense | (2,297) | (2,481) | |
Net loss attributable to business generated by GUI, exclusive of depreciation expense | (2,252) | 5,105 | |
exclusive of depreciation expense | |||
Fixed assets and other long term assets acquired from GUI | 334 | 6,091 | |
Elimination of balances payable to GUI | 3,168 | (3,258) | |
Change in capital lease obligation assumed from GUI | 1,304 | (6,816) | |
Note receivable transferred to GUI | (492) | (28,329) | |
Note payable associated with acquisition of assets and liabilities of GUI | (30,000) | ||
Non-cash capital contribution associated with assets and liabilities | (25,686) | $ (32,312) | |
Non-Cash Financing Activities | |||
Deemed dividend attributable to acquisition | (49,150) | ||
Global HR Research LLC | |||
exclusive of depreciation expense | |||
Non-Cash Stock Consideration Issued for the Acquisition of Global HR Research LLC | 10,898 | ||
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 | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Cash Flows [Abstract] | ||
Cash acquired for acquisition | $ 2,316 | $ 912 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | SPV2 | MPCS | Common Stock | Additional Paid In Capital | Additional Paid In CapitalMPCS | Accumulated Deficit | Accumulated DeficitSPV2 | Non-Controlling Interest |
Balance at Dec. 31, 2012 | $ 8,801 | $ 14 | $ 21,873 | $ (12,814) | $ (272) | ||||
Balance (in Shares) at Dec. 31, 2012 | 14,288 | ||||||||
Forgiveness of common units | (905) | (878) | (27) | ||||||
Non-cash capital contribution associated with assets and liabilities of GUI | (32,312) | (26,100) | (6,212) | ||||||
Distribution to members | (291) | (282) | (9) | ||||||
Dividend to common stockholders | (5,018) | (5,018) | |||||||
Balance before net (loss) income | (29,725) | $ 14 | (5,105) | (24,326) | (308) | ||||
Balance before net income, shares | 14,288 | ||||||||
Net (loss) income | (6,268) | (6,186) | (82) | ||||||
Net (income) loss attributable to business generated by GUI, exclusive of depreciation expense | 5,105 | 5,105 | |||||||
Balance at Dec. 31, 2013 | (30,888) | $ 14 | (30,512) | (390) | |||||
Balance (in Shares) at Dec. 31, 2013 | 14,288 | ||||||||
Issuance of common stock | 19,500 | 19,500 | |||||||
Issuance of common stock, shares | 3,043 | ||||||||
Exercise of detachable common stock warrants, shares | 744 | ||||||||
Non-cash capital contribution associated with assets and liabilities of GUI | (12,830) | (17,248) | 4,418 | ||||||
Deemed dividend attributable to merger | $ (12,250) | $ (12,250) | |||||||
Balance before net (loss) income | (36,468) | $ 14 | 2,252 | (38,344) | (390) | ||||
Balance before net income, shares | 18,075 | ||||||||
Net (loss) income | 10,459 | 10,414 | 45 | ||||||
Net (income) loss attributable to business generated by GUI, exclusive of depreciation expense | (2,252) | (2,252) | |||||||
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 | 1,084 | ||||||||
Stock consideration issued for acquisitions | 10,898 | 10,898 | |||||||
Stock consideration issued for acquisitions, shares | 731 | ||||||||
Issuance of restricted stock awards, shares | 865 | ||||||||
Deemed dividend attributable to merger | $ (750) | $ (750) | |||||||
Non-cash stock based compensation | 10,787 | 10,787 | |||||||
Excess tax deduction for the issuance of restricted stock awards | 409 | 409 | |||||||
Contribution of forward purchase asset, net of rescind and exchange agreement | (668) | (668) | |||||||
Contribution of Pennant Park warrant redemption liability | 1,499 | 1,499 | |||||||
Balance before net (loss) income | 91,745 | $ 21 | 119,999 | (27,930) | (345) | ||||
Balance before net income, shares | 28,105 | ||||||||
Net (loss) income | (5,265) | (5,375) | 110 | ||||||
Balance at Dec. 31, 2015 | $ 86,480 | $ 21 | $ 119,999 | $ (33,305) | $ (235) | ||||
Balance (in Shares) at Dec. 31, 2015 | 28,105 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Patriot National, Inc. Notes to Consolidated Financial Statements December 31, 2015 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. The consolidated financial statements of Patriot National are comprised of the results of: ( i ) the parent company, Patriot National (formerly Old Guard Risk Services, Inc.), which was formed on November 15, 2013, (ii) Patriot National’s wholly owned subsidiary, Patriot Services, Inc. (“PSI”), and its wholly and majority owned subsidiaries, Patriot Underwriters, Inc. (“PUI”), Patriot Risk Services, Inc. (“PRS”), Contego Services Group, LLC and Contego Investigative Services, Inc. (together, “Contego”), Forza Lien, Inc. (“Forza”) and Patriot Captive Management, Inc. (“Patriot Captive Management”), all of which became subsidiaries of Patriot National effective November 27, 2013, (iii) PSI’s wholly owned subsidiary, Patriot Care, Inc., (iv) Patriot Care, Inc.’s wholly owned subsidiary, Patriot Care Holdings, Inc., and its wholly owned subsidiaries, Patriot Care Management, Inc., and Patriot Care Services, Inc. (collectively “PCM”), all of which were acquired on August 6, 2014, and (v) the revenues and expenses associated with contracts (the “GUI contracts”) with third party insurance companies and, with respect to one contract, Guarantee Insurance Company (“Guarantee Insurance”, a property and casualty insurance company wholly owned by Guarantee Insurance Group, Inc. (“GIG”, formerly Patriot National Insurance Group, Inc.) and a related party), which PUI acquired, together with certain other assets acquired and liabilities assumed, from Guarantee Underwriters, Inc. (“GUI”), a wholly owned subsidiary of GIG, effective August 6, 2014. For the years ended December 31, 2014 and 2013, because Patriot National, PSI, PRS, Contego, Forza and Patriot Captive Management are under common control, and the contracts and certain other assets acquired and liabilities assumed from GUI constitute the acquisition of a business under common control, the consolidated financial statements are presented as if all of these companies and the assets acquired and liabilities assumed from GUI were wholly or majority owned subsidiaries of the Company for all of the periods presented. Specifically, · Revenues and expenses attributable to Patriot National, PSI, PRS, Contego, Forza and Patriot Captive Management for the years ended December 31, 2014 and 2013 and revenues and expenses associated with the contracts and certain other assets acquired and liabilities assumed from GUI for the period from January 1, 2014 to August 6, 2014 and the year ended December 31, 2013, · Assets and liabilities attributable to Patriot National, PSI, PRS, Contego, Forza and Patriot Captive Management are included in the accompanying consolidated balance sheets as of December 31, 2014, · The fixed assets and other long term assets acquired from GUI, the capital lease obligation assumed from GUI are included in the accompanying consolidated balance sheets as of December 31, 2014, and all other assets and liabilities of GUI, which were not acquired by the Company on August 6, 2014, are not included in the accompanying consolidated balance sheets as of December 31, 2014, · The note receivable transferred to GUI and balances payable to GUI from the Company, both of which were included as part of the Company’s consideration for the contracts and certain other assets acquired and liabilities assumed, together with the note payable associated with the acquisition of the contracts and certain other assets, have been eliminated in consolidation in the accompanying consolidated balance sheets as of December 31, 2014, and · Changes in the fixed assets and other long term assets acquired from GUI, the capital lease obligation assumed from GUI and the note receivable transferred to GUI and balances payable to GUI from the Company, as described above, for the period from January 1, 2014 to August 6, 2014 are presented as “adjustments attributable to changes in assets and liabilities of GUI” in the accompanying consolidated statements of stockholders’ equity (deficit) for the years ended December 31, 2014 and 2013. PUI provides workers’ compensation brokerage, underwriting and policyholder services to third party insurance company customers. Additionally, PUI historically solicited applications for workers’ compensation insurance for Guarantee Insurance pursuant to a producer agreement between the parties that the Company acquired from GUI effective August 6, 2014 and which was also terminated on such date. PRS provides workers’ compensation claims administration services to (i) Guarantee Insurance, (ii) PUI’s third party insurance company customers and (iii) segregated portfolio cell reinsurers that assume business written by Guarantee Insurance and PUI’s third party insurance company customers. Contego provides claims investigations, loss control service administration, claimant transportation and translation, claims subrogation services and certain other services to Guarantee Insurance, PUI’s third party insurance company customers and the segregated portfolio cell reinsurers that assume business written by Guarantee Insurance and PUI’s third party insurance company customers. Contego also provides these services, on a limited basis, to certain other companies and government agencies. PCM provides healthcare cost containment services, including nurse case management, medical bill review and utilization review. Forza provides claim lien negotiation services to PUI’s third party insurance and reinsurance company customers. Patriot Captive Management provides reinsurance management services to the segregated portfolio cell reinsurers that assume business written by Guarantee Insurance and PUI’s third party insurance company customers, as well as certain other segregated portfolio cell reinsurers. Basis of Presentation The accompanying 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. For Contego Services Group, LLC, the Company’s consolidated subsidiary that is 97% owned, and for DecisionUR, LLC (“DecisionUR”), the Company’s consolidated subsidiary that is 98.8% owned, the third party holdings of equity interests are referred to as non-controlling interest. The portion of the third party members’ equity (deficit) of Contego Services Group, LLC is presented as non-controlling interest in the accompanying consolidated balance sheets as of December 31, 2015 and 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). Certain reclassifications have been made to the amounts reported in prior years’ consolidated financial statements in order to conform to the current year presentation. In the preparation of our consolidated financial statements as of December 31, 2015, management evaluated all material subsequent events or transactions that occurred after the balance sheet date through the date on which the financial statements were issued for potential recognition in our consolidated financial statements and/or disclosure in the notes thereto. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recently Issued Financial Accounting Standards | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recently Issued Financial Accounting Standards | 2. Summary of Significant Accounting Policies and Recently Issued Financial Accounting Standards Significant Accounting Policies Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions could change in the future as more information becomes known and such changes could impact the amounts reported and disclosed herein. Adjustments related to changes in estimates are reflected in our results of operations in the period in which those estimates changed. Significant estimates inherent in the preparation of our consolidated financial statements include useful lives and impairments of long-lived tangible and intangible assets, accounting for income taxes and related uncertain tax positions, the valuation of warrant liabilities and accounting for business combinations. Revenue Recognition Brokerage and Policyholder Services . We generate fee income for underwriting and servicing workers’ compensation insurance policies for insurance companies, based on a percentage of premiums each writes for its customers. Brokerage and policyholder services are, in all material respects, provided prior to the issuance or renewal of the related policy. For insurance carrier clients who record written premium on the effective date of the policy based on the estimated total premium for the term of the policy, we recognize fee income on the effective date of the related insurance policy reduced by an allowance for estimated commission income that may be returned by us to such clients due to estimated net reduction in estimated total premium for the term of the policy, principally associated with mid-term policy cancellations. For insurance carrier clients who record written premium as premium is collected, we recognize fee income as the premium is collected, reduced by an allowance for estimated commission income that may be returned by us to such clients due to net returns of premiums previously written and collected. In each case, we record the revenue effects of subsequent premium adjustments when such adjustments become known. We have also historically recorded fee income for soliciting applications for workers’ compensation policies for Guarantee Insurance, a related party, pursuant to a producer agreement between GUI and Guarantee Insurance that we acquired as part of the GUI Acquisition, based on a percentage of premiums procured. The producer agreement provided that the percentage may be amended from time to time upon the mutual consent of the parties. For the year ended December 31, 2013, the fees based on a percentage of premium were waived in their entirety. This agreement was terminated effective August 6, 2014. Generally, as a historical matter, the policies we produced for our insurance carrier clients other than Guarantee Insurance featured payment plans spread across the terms of the respective policies. Because we record brokerage and policyholder services revenue on this business as premium is collected, the commission income we estimate that may be returned by us to such clients due to estimated net reductions in total premium for the term of the policy, principally associated with mid-term policy cancellations, was nominal. Accordingly, we did not maintain an allowance for estimated return commission income on business produced by us for insurance carrier clients other than Guarantee Insurance prior to August 6, 2014. Additionally, upon termination of our producer agreement with Guarantee Insurance, we and Guarantee Insurance agreed that there would be no further adjustments to commission income associated with changes in total premium for the term of the policy. Accordingly, we did not maintain an allowance for estimated return commission income pursuant to our producer agreement with Guarantee Insurance. Following the GUI Acquisition, we entered into a new agreement with Guarantee Insurance effective August 6, 2014 to provide marketing, underwriting and policyholder services. Guarantee Insurance records written premium on the effective date of the policy based on the estimated total premium for the term of the policy. Accordingly, we recorded an allowance for estimated return commission income of approximately $3.3 million for the year ended December 31, 2015, and $1.5 million for the period from August 6, 2014 to December 31, 2014. We experienced a significant increase in brokerage and policyholder services fee income from Guarantee Insurance as a result of the new agreement. We also generate fee income for establishing and administering segregated portfolio cell reinsurance arrangements for reinsurers that assume a portion of the underwriting risk from our insurance carrier clients, based on a flat annual fee which is recognize as revenue on a pro rata basis. Claims Administrative Services . We generate fee income for administering workers’ compensation claims for insurance and reinsurance companies, generally based on a percentage of earned premiums, grossed up for large deductible credits. We recognize this revenue over the period of time we are obligated to administer the claims as the underlying claims administration services are provided. For certain insurance and reinsurance carrier clients, the fee, which is based on a percentage of earned premiums grossed up for large deductible credits, represents consideration for our obligation to administer claims for a period of 24 months from the date of the first report of injury. For claims open longer than 24 months from the date of the first report of injury for these clients, we generate fee income for continuing to administer the claims, if so elected by the client, based on a fixed monthly fee which is recognized when earned. For certain other insurance and reinsurance clients, we have an obligation to administer the claims through their duration. We also generate fee income from non-related parties for administering workers’ compensation claims for state associations responsible for handling the claims of insolvent insurance companies based on a fixed amount per open claims per month. We generate fee income for services for insurance and reinsurance companies and other clients, including (i) claims investigative services, generally based on an hourly rate, (ii) loss control management services, based on a percentage of premium, (iii) workers’ compensation claimant transportation and translation services, generally based on an hourly rate, (iv) workers’ compensation claims subrogation services, based on a percentage of subrogation recovered on the date of recovery, (v) workers’ compensation claims legal bill review, based on a percentage of savings on the date that savings are established and (vi) certain other services, based on a fixed monthly fee. We generate fee income for negotiating and settling liens placed by medical providers on workers’ compensation claims for insurance and reinsurance companies and other clients, based on a percentage of savings resulting from the settlement of the lien. We recognize revenue from claims investigations, loss control service administration, claimant transportation and translation, claims subrogation services, workers’ compensation claims lien negotiations and reinsurance management services in the period that the services are provided. Fee income from related party represents fee income earned from Guarantee Insurance on brokerage and policyholder services and on claims administration services. Fee income earned from Guarantee Insurance for brokerage and policyholder services historically represents fees for soliciting applications for workers’ compensation insurance for Guarantee Insurance pursuant to a prior producer agreement that we acquired as part of the GUI Acquisition, based on a percentage of premiums written or other amounts negotiated by the parties. This agreement was terminated effective August 6, 2014. Following the GUI Acquisition, we entered into a new agreement with Guarantee Insurance effective August 6, 2014 to provide all of our brokerage and policyholder services. Accordingly, we experienced further significant increases in fee income from related party as a result of the agreement. Fee income earned 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, our third party insurance carrier clients and the segregated portfolio cell reinsurers that assume business written by Guarantee Insurance and such third party carriers. Certain fee income earned from segregated portfolio cell reinsurers is remitted to us by Guarantee Insurance on behalf of the segregated portfolio cell reinsurers. The allocation of marketing, underwriting and policy issuance costs from related party in our consolidated statements of operations represents costs reimbursed to Guarantee Insurance Group for rent and certain corporate administrative services. Management fees paid to related party for administrative support services in our consolidated statements of operations represent amounts paid to Guarantee Insurance Group for management oversight, legal, accounting, human resources and technology support services. Restricted Cash Restricted cash is comprised of amounts received from our clients to be used exclusively for the payment of claims on behalf of such clients. Fixed Assets and Other Long Term Assets (excluding Goodwill) Fixed assets are stated at cost, less accumulated depreciation. Expenditures for furniture and fixtures and computer equipment are capitalized and depreciated on a straight-line basis over a seven and five-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. Other long term assets, which are solely comprised of capitalized policy and claims administration system development costs are also stated at cost, net of accumulated depreciation. Expenditures for capitalized policy and claims administration system development costs are capitalized and amortized on a straight line basis over a five-year estimated useful life. 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 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 December 31, 2015. Commission Expense Commission expense represents consideration paid by us to insurance agencies for producing business. Services provided by insurance agencies are, in all material respects, provided prior to the issuance or renewal of an insurance policy. With respect to business written for insurance carrier clients who record written premium on the effective date of the policy, we record commission expense on the effective date of the policy based on the estimated total premium for the term of the policy, reduced by an allowance for estimated commission expense that may be returned by the insurance agencies to us due to net reductions in estimated total premium for the term of the policy, principally associated with mid-term policy cancellations. With respect to business written for insurance carrier clients who record written premium as premium is collected, we recognize commission expense as the premium is collected, reduced by an allowance for estimated commission expense that may be returned by the insurance agencies to us due to net returns of premiums previously written and collected. The income effects of subsequent commission expense adjustments are recorded when the adjustments become known. Income Taxes We file consolidated federal income tax returns which include the results of our wholly and majority owned subsidiaries, which became our subsidiaries effective November 27, 2013 or as part of the Patriot Care Management Acquisition effective August 6, 2014. The tax liability of our company and its wholly and majority owned subsidiaries is apportioned among the members of the group in accordance with the portion of the consolidated taxable income attributable to each member of the group, as if computed on a separate return. To the extent that the losses of any member of the group are utilized to offset taxable income of another member of the group, we take the appropriate corporate action to “purchase” such losses. To the extent that a member of the group generates any tax credits, such tax credits are allocated to the member generating such tax credits. Prior to November 27, 2013, two of our subsidiaries were S Corporations, electing to pass corporate income through to the sole shareholder for federal tax purposes. The then sole shareholder was responsible for reporting his share of the taxable income or loss from such subsidiaries to the Internal Revenue Service. Accordingly, our consolidated statements of operations for the years ended December 31, 2013 and 2012 do not include a provision for federal income taxes attributable to the operations of these subsidiaries for the period from January 1, 2013 to November 27, 2013 or for the year ended December 31, 2012. Effective November 27, 2013, concurrent with the Reorganization, these subsidiaries were converted to C Corporations and their taxable income became subject to U.S. corporate federal income taxes. Another subsidiary of ours has identified its tax status as a limited liability company, electing to be taxed as a pass through entity. Prior to November 27, 2013, such subsidiary’s members were responsible for reporting their share of the entity’s taxable income or loss to the Internal Revenue Service. Accordingly, our consolidated statements of operations for the years ended December 31, 2013 and 2012 do not include a provision for federal income taxes attributable to this subsidiary’s operations for the period from January 1, 2013 to November 27, 2013 or for the year ended December 31, 2012. Effective November 27, 2013, following the Reorganization, we are responsible for reporting our share of that entity’s taxable income. Another subsidiary of ours is domiciled in a non-U.S. jurisdiction and, accordingly, is not subject to U.S. federal income taxes. We have no current intention of distributing unremitted earnings of this subsidiary to its U.S. domiciled parent. The cumulative net loss from this foreign subsidiary is approximately $0.3 million. Additionally, we believe that it is not practical to calculate the potential liability associated with such distribution due to the fact that dividends received from this subsidiary could bring additional foreign tax credits, which could ultimately reduce the U.S. tax cost of the dividend, and significant judgment is required to analyze any additional local withholding tax and other indirect tax consequences that may arise due to the distribution of these earnings. Accordingly, pursuant to ASC 740 (Tax Provisions), deferred taxes have not been provided for these undistributed foreign earnings in our consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013. The income tax benefit in our consolidated statements of operations, included elsewhere in this Annual Report on Form 10-K, includes a provision for income taxes attributable to the revenues and expenses associated with the contracts and certain other assets acquired and liabilities assumed in the GUI Acquisition, as if GUI were included in our consolidated federal income tax return. In determining the quarterly provision for income taxes, management uses an estimated annual effective tax rate based on forecasted annual pre-tax income (loss), permanent tax differences, statutory tax rates and tax planning opportunities in the various jurisdictions in which we operate. The impact of significant discrete items is separately recognized in the periods in which they occur. Fee Income Receivable and Fee Income Receivable from Related Party Fee income receivable and fee income receivable from related party are based on contracted prices. We assess the collectability of these balances and adjust the receivable to the amount expected to be collected through an allowance for doubtful accounts. As of December 31, 2015 and 2014, we maintained an allowance for doubtful accounts of approximately $0.3 million and $0.1 million, respectively. Segment Considerations We deliver our services to our customers through local offices in each region and financial information for our operations follows this service delivery model. All regions provide brokerage, underwriting and policyholder services as well as claims administration services. ASC 280, Segment Reporting, Section 280-10, establishes standards for the way that public business enterprises report information about operating segments in annual and interim consolidated financial statements. Our internal financial reporting is organized geographically, as discussed above, and managed on a geographic basis, with virtually all of our operating revenue generated within the United States. In accordance with ASC 280-10, multiple product offerings may be aggregated into a single operating segment for financial reporting purposes if aggregation is consistent with the objective and basic principles, if the segments have similar economic characteristics, and if the segments are similar in terms of (i) the nature of products and services, (ii) the nature of the production processes, (iii) the type or class of customer for their products and services and (iv) the methods used to distribute their products or provide their services. We believe each of our regional office operations meet these criteria, as each provides similar services and products to similar customers using similar methods of production and similar methods to distribute the services and products. Our products and services are generally offered as a complete and comprehensive outsourcing solution to its customers through a production process utilizing an integrated sales channel and technology platform that handles the entire brokerage, underwriting, policyholder services and claim administration services process. The operating results derived from the sale of brokerage and policyholder services and claims administration services are generally not reviewed separately by the our chief operating decision makers for purposes of assessing the performance of each service or making decisions about resources to be allocated to each service. Accordingly, we consider our business to operate in one segment. Business Combinations We account for business combinations using the acquisition method of accounting. This method requires the use of fair values in determining the carrying values of the purchased assets and assumed liabilities, which are recorded at fair value at acquisition date, and identifiable intangible assets are recorded at fair value. Costs directly related to the business combinations are recorded as expenses as they are incurred. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values become available. Public Offering Costs We recognized $1.2 million of expense for public offering costs in the year ended December 31, 2015, reflecting expenses incurred for the proposed secondary offering, which management terminated prior to completion. Costs incurred for the initial public offering were applied to net proceeds in the computation of equity. Acquisition Costs Acquisition costs reflect the direct expenses attributable to mergers and acquisitions activities. These include professional services, travel costs, and expenses for incentives paid to executives and key employees associated with completed acquisitions under the Acquisition Incentive Plan. Advance on Facilitation Agreement The company paid an advance of $2.0 million concurrent with the execution of a Managing Producer Agreement, for the purpose of initiating additional programs with certain carrier clients. The advance is subject to a clawback provision related to performance under the agreement effective eighteen months from the execution date of October 29, 2015. Stock Based Compensation We recognize compensation expense for awards of equity instruments to employees based on the grant-date fair value of those awards, with limited exceptions, over the requisite service period. 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, stock-based awards of restricted shares and stock options, and contingent shares attributable to deferred purchase consideration. JOBS Act The JOBS Act contains provisions that, among other things, allows an emerging growth company to take advantage of specified reduced reporting requirements. In particular, the JOBS Act provides that an emerging growth company can utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We have elected to take advantage of such extended transition period, and, as a result, we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for companies that are not emerging growth companies. Recently Issued Financial Accounting Standards In February, 2016 The FASB issued an Accounting Standards Update (ASU) intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. The ASU will require organizations that lease assets—referred to as “lessees”—to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current Generally Accepted Accounting Principles (GAAP), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP—which requires only capital leases to be recognized on the balance sheet—the new ASU will require both types of leases to be recognized on the balance sheet. The ASU also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The ASU on leases will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other organizations, the ASU on leases will take effect for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. Early application will be permitted for all organizations. The company is currently reviewing the impact that implementing this ASU will have. In November 2015, the FASB issued new accounting guidance related to income taxes, which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The updated standard is effective for us beginning on January 1, 2017 with early application permitted as of the beginning of any interim or annual reporting period. We plan to adopt the new guidance in 2016, which is not expected to have a material impact on our consolidated financial statements other than reclassifying current deferred tax assets and liabilities to noncurrent in the balance sheet. See Note 16 to our consolidated financial statements for a discussion on income tax balances 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. 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 | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations The Company completed seventeen acquisitions during 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 $ — $ — $ — $ 2,435 $ 3,000 $ 3,534 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 4,456 1,433 1,500 9,228 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) 1,184 — — — 216 300 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) 2,480 — 2,061 — 3,400 4,675 5,880 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) 28,739 10,898 2,679 1,672 — — 41,309 Total $ 83,203 $ 10,898 $ 15,303 $ 6,128 $ 11,556 $ 15,005 $ 111,784 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. In connection with the acquisition of Vikaran we also agreed to purchase all of the outstanding stock of Mehta and Pazol Consulting Services Private Limited (“MPCS”), an Indian company which holds Vikaran’s software development center located in Pune, India, for a purchase price of approximately $1.5 million. We consummated the purchase of 51% of the MPCS stock, treated as a deemed dividend for the common control interest contributed by Mr. Mariano. 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 December 31, 2015 was $15.0 million, of which $12.4 million was recorded in our consolidated balance sheet as of December 31, 2015, based on the aggregate estimated fair value of the expected future payments to be made. Of the $12.4 million fair value earnout payable on our balance sheet as of December 31, 2015, $11.6 million represents the recorded earnout payable at the time of acquisition, and a $0.8 million increase in the fair value of earnout expensed during the year ended December 31, 2015. The initial purchase price for our acquisition, effective August 21, 2015, of Global HR Research, LLC consisted 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 were 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 was subsequently paid to In Touch Holdings LLC, one of the former principal stockholders of Global HR, on November 20, 2015 for $5.2 million in cash and 309,239 shares of our common stock, raising “Cash Paid” to $28.7 million and “Stock Issued” to $10.9 million. Additionally, 22,556 shares of the 94,451 shares of stock consideration that were held in escrow have been cancelled as settlement of a working capital reconciliation pursuant to the purchase agreement. 71,895 shares of the stock consideration remain held for issuance on the anniversary of the acquisition. 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 $4.5 million payable to a seller of TriGen Holding Group, Inc. on the first anniversary of the effective date, deferred stock consideration of $1.2 million and cash escrow amounts of $0.5 million to sellers of Global HR Research LLC payable on the anniversary of the effective date, 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 December 31, 2015: In thousands Total Assets Acquired: Cash $ 2,316 Restricted cash 6,591 Accounts receivable 4,840 Fixed assets 2,002 Other assets 2,272 Goodwill 56,648 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 127,064 Liabilities assumed 15,280 Total net assets acquired $ 111,784 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. 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. 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 years ended December 31, 2015 and 2014, no impairments were required. Our consolidated financial statements for the year ended December 31, 2015 include the operations of the acquired entities from their respective acquisition dates, totaling $36.0 million of revenues and $2.0 million of net loss. The following is a summary of the unaudited pro forma historical results, as if these entities and the 2014 acquisitions described below had been acquired at January 1, 2014 (in thousands, except per share data): For the Year Ended December 31, In thousands (except per share data) 2015 2014 Total revenues 235,248 197,449 Net (loss) income (4,260 ) 13,545 Basic net (loss) income per share $ (0.16 ) $ 0.86 Diluted net (loss) income per share (0.16 ) 0.86 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. The Company completed several acquisitions during 2014. These acquisitions have been accounted for using the acquisition method for recording business combinations. Acquisition of GUI’s Contracts and Certain Other Assets and Assumption of Certain Liabilities Effective August 6, 2014, the Company acquired (i) all of GUI’s inforce contracts with third party insurance companies and, with respect to the aforementioned producer agreement, Guarantee Insurance and (ii) GUI’s capitalized policy and claims administration system development costs, computer equipment and leasehold improvements for approximately $55.1 million. Additionally, effective August 6, 2014, the Company entered into an agreement to provide marketing, underwriting and policy issuance services to Guarantee Insurance. Revenues and expenses associated with this agreement are reflected in the accompanying consolidated statement of operation for the years ended December 31, 2015 and 2014. The total purchase price was comprised of the following consideration (in thousands): In thousands Cash $ 30,000 Note receivable from related party, including accrued interest thereon, transferred to GUI 28,821 Certain receivable balances transferred to GUI, net of allowance for uncollectible fee income receivable of $2,544 — Less settlement of amounts payable to GUI (3,744 ) Total Purchase Price $ 55,077 Because the Company and GUI are under common control, as discussed in Note 1, the Company recognized the net identifiable assets acquired at GUI’s carrying amounts pursuant to the FASB ASC 805, Business Combinations In thousands Capitalized policy and claims administration software development costs $ 13,645 Computer equipment, furniture and fixtures 2,947 Leasehold improvements 2,291 Total fixed assets 18,883 Less accumulated depreciation (7,444 ) Gross identifiable assets acquired 11,439 Less capital lease obligation assumed, including accrued interest thereon (5,512 ) Net Identifiable Assets Acquired $ 5,927 The consideration paid in excess of GUI’s carrying amounts for the net assets acquired as of August 6, 2014, which was charged to equity as a deemed dividend, was as follows (in thousands): In thousands Total consideration $ 55,077 Less net identifiable assets acquired (5,927 ) Deemed dividend 49,150 Deferred tax asset (19,114 ) Valuation allowance 6,258 Net Deemed Dividend $ 36,294 In connection with the GUI acquisition on August 6, 2014, the Company recognized a deferred tax asset of approximately $19.1 million associated with the purchased intangibles related to the GUI contracts and a valuation allowance of $6.3 million as of, which fully offsets the deferred tax asset in excess of total deferred tax liabilities. Pursuant to FASB ASC 805, Business Combinations In connection with the acquisition, on August 6, 2014, the Company amended the loan agreement (the “PennantPark Loan Agreement”) originally entered into on November 27, 2013, with PennantPark Investment Corporation and certain of its affiliates (collectively, the “PennantPark Entities”), as described more fully in Note 7. Merger of SPV2 with and into Patriot Care, Inc. and Acquisition of PCM Merger of SPV2 with and into Patriot Care, Inc. Effective August 6, 2014, SPV2, which owned the MCMC Units, was merged with and into Patriot Care, Inc., a subsidiary of the Company. Patriot Care, Inc. continued as the surviving corporation. Because Patriot Care, Inc. and SPV2 were under common control, Patriot Care, Inc. recognized the net identifiable assets acquired at SPV2’s carrying amounts as of the acquisition date pursuant to the FASB ASC 805, Business Combinations Total consideration paid by Patriot Care, Inc. for 100% of the outstanding common shares of SPV2 was $20.0 million, comprised of (i) 3,043,485 shares of the Company’s common stock with a fair value of $19.5 million issued to the stockholders of SPV2 and (ii) approximately $471,000 in cash. The fair value of the common stock issued by the Company to SPV2 stockholders and the cash consideration was based on a preliminary estimated valuation of the 3,043,485 shares of the Company’s common stock, made by the board of directors of the Company in consultation with the Company’s management. The consideration paid in excess of SPV2’s carrying amounts for the net assets acquired as of August 6, 2014, which was charged to equity as a deemed dividend, was as follows (in thousands): In thousands Total consideration $ 19,971 Less net identifiable assets acquired (7,721 ) Deemed dividend $ 12,250 Simultaneous with the merger of SPV2 with and into Patriot Care, Inc., the Company, through Patriot Care, Inc., acquired 100% of the outstanding common stock of MCRS Holdings, Inc., a managed care services company, for approximately $77.4 million. The purchase price was comprised of $52.5 million in cash upon closing, and $3.3 million of working capital adjustments payable to the sellers and the redemption of the MCMC Units to MCMC Holdings, LLC, the ultimate parent of MCRS Holdings, Inc. The Company attributed a fair value of $21.6 million to the MCMC Units. The fair value of the MCMC Units was determined by management based on the sum of (1) the fair value of MCMC Holdings, LLC pursuant to a stock purchase agreement entered into between MCMC Holdings, LLC and a third party acquirer on October 21, 2014, multiplied by the percentage of MCMC Holdings, LLC represented by the MCMC Units redeemed by the Company pursuant to the acquisition of PCM and (2) the total purchase price for MCRS Holdings, Inc. of approximately $77.4 million multiplied by the same percentage of MCMC Holdings, LLC represented by the MCMC Units redeemed by the Company pursuant to the acquisition of PCM. The sale of MCMC Holdings, LLC to the third party acquirer, which was consummated effective December 2, 2014, was a 100% consideration arms-length transaction with an unrelated third party for 100% of outstanding membership units of MCMC Holdings, LLC subsequent to the Company’s acquisition of MCRS Holdings, Inc. Accordingly, management deemed the above method of assessing the fair value of the MCMC Units as reasonable under the circumstances. The excess of the $21.6 million fair value of the MCMC Units over the $7.7 million carrying value, or approximately $13.9 million, is included in net realized gains from investments in the accompanying combined statement of operations for the year ended December 31, 2014. Upon the acquisition, MCRS Holdings, Inc. was renamed PCM. Revenues and expenses prior to August 6, 2014 are not reflected in the Company’s financial results included herein. The acquisition of PCM was accounted for by application of the acquisition method as required by FASB ASC 805, Business Combinations Business The fair value of net identifiable tangible and intangible assets, as of the acquisition date, was as follows (in thousands): In thousands Cash $ 912 Fee income receivable 413 Fee income receivable from related party 3,142 Income tax recoverable 186 Deferred tax asset 967 Other assets 572 Total Current Assets 6,192 Fixed assets, net 99 Intangible assets 34,800 Total Assets 41,091 Accounts payable and accrued expenses (1,309 ) Deferred tax liability (13,920 ) Net Identifiable Assets Acquired $ 25,862 Goodwill as of August 6, 2014, recognized as a result of the acquisition, was as follows (in thousands): In thousands Total consideration $ 77,402 Less net identifiable assets acquired (25,862 ) Goodwill $ 51,540 |
Equity and Fixed Income Securit
Equity and Fixed Income Securities | 12 Months Ended |
Dec. 31, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Equity and Fixed Income Securities | 4. Equity and Fixed Income Securities Equity and fixed income security investments are carried at fair value. We classify these investments as a trading portfolio with c As of December 31, 2015, our major classes of investments consisted of the following: As of December 31, 2015 In thousands Cost Basis Unrealized Gains Unrealized Losses Fair Value Equity and Fixed Income Security Investments Common and preferred stocks $ 429 $ — $ (45 ) $ 384 Corporate notes and bonds 2,939 — (150 ) 2,789 Total $ 3,368 $ — $ (195 ) $ 3,173 There were no investments as of December 31, 2014. |
Fixed Assets And Other Long Ter
Fixed Assets And Other Long Term Assets | 12 Months Ended |
Dec. 31, 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 December 31, 2015 and 2014, major classes of fixed assets consist of the following (in thousands): As of December 31, In thousands 2015 2014 Fixed Assets Computer equipment, software and furniture and fixtures $ 8,124 $ 5,722 Building 1,428 - Leasehold improvements 3,733 2,545 Total fixed assets 13,285 8,267 Less accumulated depreciation and amortization (8,193 ) (6,388 ) Fixed assets, net of accumulated depreciation and amortization $ 5,092 $ 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 December 31, 2015 and 2014, other long term assets consisted of the following (in thousands): As of December 31, In thousands 2015 2014 Other long term assets Capitalized policy and claims administration system development costs $ 17,712 $ 13,093 Less accumulated depreciation (6,284 ) (3,251 ) Other long term assets, net of accumulated depreciation $ 11,428 $ 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 | 12 Months Ended |
Dec. 31, 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 required as of December 31, 2015. The Company acquired $56.6 million of goodwill during the year ended December 31, 2015 as a result of the seventeen acquisitions discussed in Note 3, Business Combinations As of December 31, In thousands 2015 2014 Goodwill Balance at January 1, 2015 and 2014 $ 61,493 $ 9,953 Goodwill acquired during the year 56,648 51,540 Balance as of December 31, 2015 and 2014 $ 118,141 $ 61,493 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 year ended December 31, 2015 as a result of the seventeen acquisitions discussed in Note 3, Business Combinations December 31, 2015 December 31, 2014 In thousands Gross Asset Accumulated Amortization Net Asset Gross Asset Accumulated Amortization Net Asset Intangible Assets Service contracts $ 35,120 $ (6,204 ) $ 28,916 $ 34,800 $ (1,812 ) $ 32,988 Customer and carrier relationships 31,039 (1,947 ) 29,092 — — — Non-compete agreements 4,739 (1,505 ) 3,234 — — — Developed technology 13,268 (1,647 ) 11,621 — — — Trade names 3,029 (211 ) 2,818 — — — Total $ 87,195 $ (11,514 ) $ 75,681 $ 34,800 $ (1,812 ) $ 32,988 As of December 31, 2015 the table below is the estimated amortization expense for the Company’s intangible assets for each of the next five years and thereafter: In thousands December 31, 2015 Amortization expense 2016 $ 12,953 2017 11,438 2018 10,599 2019 10,599 2020 8,958 Thereafter 21,134 Total $ 75,681 |
Notes Payable and Lines of Cred
Notes Payable and Lines of Credit | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable and Lines of Credit | 7 . Notes Payable and Lines of Credit Notes payable, including accrued interest thereon, were comprised of the following (in thousands): As of December 31, In thousands 2015 2014 BMO Senior Secured Term Loans $ 106,500 $ — PennantPark Loan Agreement — 63,285 UBS Credit Agreement — 56,288 Gross Notes Payable and Current Portion of Notes Payable 106,500 119,573 Less original issue discount — (3,085 ) Less value attributable to stock warrants — (5,667 ) Notes Payable and Current Portion of Notes Payable 106,500 110,821 Less current portion of notes payable (5,500 ) (15,782 ) Notes Payable $ 101,000 $ 95,039 Senior Secured Credit Facility On January 22, 2015, we entered into a Credit Agreement with BMO Harris Bank N.A., as administrative agent (the “Administrative Agent”), and the other lenders party thereto, which provides for a $40.0 million revolving credit facility and a $40.0 million term loan facility (the “Senior Secured Credit Facility”). The Senior Secured Credit Facility has a maturity of five years, and borrowings thereunder bear interest, at our option, at LIBOR plus a margin ranging from 250 basis points to 325 basis points or at base rate plus a margin ranging from 150 basis points to 225 basis points. Margins on all loans and fees will be increased by 2% per annum during the existence of an event of default. The revolving credit facility includes borrowing capacity available for letters of credit and borrowings on same-day notice, referred to as swing line loans. At any time prior to maturity, we have the right to increase the size of the revolving credit facility or the term loan facility by an aggregate amount of up to $20.0 million, but in minimum increments of $5.0 million. As of 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. On December 23,2015 we entered into a third amendment, which permits Patriot to exercise the provisions of the Rescission and Exchange Agreement for the private placement of company stock and warrants, and related Back-to-Back Agreement with the selling shareholder, as described in Related Party transactions. On March 3, 2016, we entered into a fourth amendment, which permits Patriot to repurchase shares of its outstanding common stock pursuant to certain volume and timing limitations. All other material terms and conditions in the Senior Secured Credit Facility were unchanged by the amendments. As of December 31, 2015, the outstanding balance under our Senior Secured Credit Facility was $124.5 million (comprised of $106.5 million outstanding under the term loan facility and $18.0 million outstanding under the revolving credit facility). Accordingly, we had $22.0 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 December 31, 2015, we were in compliance with the financial and other restrictive covenants under our outstanding material debt obligations, including our Senior Secured Credit Facility. 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 | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Capital Lease Obligations | 8 . Capital Lease Obligations Equipment subject to capital lease is comprised of computer equipment related to capitalized policy and claims administration software development. Monthly payments on the capital lease, which expires on December 3, 2016, were approximately $206,000 as of December 31, 2015. Payments may be adjusted in connection with a change in the interest rate swap rate quoted in the Bloomberg Swap Rate Report. The Company’s obligations for future payments on the capital lease as of December 31, 2015, based on the interest rate swap rate in effect on that date, are as follows: In thousands Principal Interest Total Payments on Capital Lease 2016 2,232 43 2,275 Total $ 2,232 $ 43 $ 2,275 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 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, 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: For the Year Ended December 31, In thousands (except earnings per share) 2015 2014 2013 Basic net earnings (loss) per share Net income (loss) available to common shareholders $ (5,375 ) $ 10,414 $ (6,186 ) Weighted average number of common shares outstanding 26,425 15,754 14,288 Basic net earnings (loss) per share $ (0.20 ) $ 0.66 $ (0.43 ) Diluted net earnings (loss) per share Net income (loss) available to common shareholders $ (5,375 ) $ 10,414 $ (6,186 ) Adjustments to net income (loss) applicable to dilutive shares — — — Net earnings (loss) attributable to diluted shares $ (5,375 ) $ 10,414 $ (6,186 ) Weighted average number of common shares outstanding 26,425 15,754 14,288 Dilutive effect of warrants, options, and restricted shares using the treasury stock method — — — Weighted average number of common and common equivalent shares outstanding 26,425 15,754 14,288 Diluted net earnings (loss) per share $ (0.20 ) $ 0.66 $ (0.43 ) Basic earnings per share is based on weighted average shares outstanding and excludes dilutive effects of detachable common stock warrants and stock options. Diluted earnings per share assumes the exercise of all detachable common stock warrants and stock options using the treasury stock method. Due to the net loss of $5.4 million reported for the year ended December 31, 2015, weighted average outstanding equity grants representing 215,865 shares of common stock and weighted average warrants representing 10,685 shares of common stock were not dilutive. As a result, basic and diluted earnings per share both reflect a net loss of $0.20 per share for the year ended, December 31, 2015. Due to $1.8 million expense resulting from the increase in fair value of warrants for the year ended December 31, 2014, weighted average outstanding detachable common stock warrants representing 1,109,445 shares of common stock outstanding were not dilutive. Due to a net loss for the year ended December 31, 2013 weighted average outstanding detachable common stock warrants representing 646,949 shares of common stock outstanding were not dilutive. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 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 grants to Non-Section 16 officers 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 twelve months ended December 31, 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 Year Ended December 31, In thousands 2015 Expected dividend yield 0 % Risk-free interest rate (1) 0.49 % Expected volatility (2) 33.02 % Expected life in years (3) 3.0 (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 twelve months ended December 31, 2015 intrinsic value of these options was $0.0 Option activity for the twelve months ended December 31, 2015 was as follows: 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 1,378 $ 14.47 Options exercised — $ — Options cancelled or forfeited (173 ) $ 14.90 Options outstanding at December 31, 2015 1,205 $ 14.41 9.2 $ — Options expected to vest at December 31, 2015 1,205 $ 14.41 9.2 $ — Options exercisable at December 31, 2015 40 $ 14.00 9.2 $ — As of December 31, 2015 $1.9 million Restricted Stock Awards For the twelve months ended December 31, 2015, we issued 907,919 restricted share awards as incentive compensation for officers, directors, and certain key employees. Subsequent to issuance, 43,052 restricted shares were forfeited and 310,652 were settled leaving 554,215 remaining restricted shares outstanding as of December 31, 2015. The fair value of outstanding restricted shares at December 31, 2015 was $3.7 million. Grants of restricted shares for the twelve months ended December 31, 2015 were as follows: In thousands, except weighted-average fair value price Number of Shares Weighted-Average Grant-Date Fair Value Unvested restricted shares outstanding at December 31, 2014 — $ — Restricted shares granted 908 $ 14.41 Restricted shares vested (311 ) $ 14.00 Restricted shares forfeited (43 ) $ 14.59 Unvested restricted shares outstanding as of December 31, 2015 554 $ 14.63 As of December 31, 2015, we recognized $7.9 million of stock compensation expense associated with these restricted shares, and there was $4.3 million of total unrecognized stock compensation cost related to unvested restricted stock to be recognized over a period of 2.3 years. Restricted Stock Units During the twelve months ended December 30, 2015, we issued 200,490 restricted stock units. Of those issued, 31,560 were subsequently forfeited, resulting in 168,930 restricted stock units outstanding as of December 31, 2015. The fair value of these awards at December 31, 2015 was $1.1 million. During the twelve months ended December 31, 2015, we recognized $1.1 million of stock compensation expense associated with these restricted stock units. Unrecognized stock compensation expense associated with RSUs is $1.3 million and will be recognized over the remaining contractual lives of these awards of 2.3 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 200 $ 14.96 Restricted stock units vested — $ — Restricted stock units forfeited (31 ) $ 14.70 Unvested restricted stock units outstanding as of December 31, 2015 169 $ 15.03 |
Fair Value Measurement of Finan
Fair Value Measurement of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 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, which include equity and fixed income security investments and forward purchase assets, and financial liabilities, which include acquisition earnouts, deferred purchase consideration, 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 warrant redemption liability in an orderly transaction between market participants at the measurement date. As required under current accounting guidance, the Company has identified and disclosed its financial assets in a fair value hierarchy, which consists of the following three levels: Definition Level 1 Observable unadjusted quoted prices in active markets for identical securities. Level 2 Observable inputs other than quoted prices in active markets for identical securities, (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 and forward purchase assets for which carrying values were equal to fair values, classified by level within the fair value hierarchy, were as follows as of December 31, 2015: Fair Value Measurement, Using December 31, 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 $ 384 $ — $ — $ 384 Corporate notes and bonds 2,789 — — 2,789 Forward purchase asset — — 28,120 28,120 Total $ 3,173 $ — $ 28,120 $ 31,293 The forward purchase asset is maintained at equal value to the Series A and B Warrants, as created by the Back-to-Back Agreement with the selling stockholder. There were no equity and fixed income security investments or forward purchase assets as of December 31, 2014. The following is a reconciliation of the fair value of the Company’s financial assets that were measured using significant unobservable (Level 3) inputs: Year Ended December 31, 2015 (in thousands) Forward Purchase Asset Fair value, January 1, 2015 $ — Record fair value of forward purchase asset 27,300 Record increase in fair value of forward purchase asset 820 Fair Value, December 31, 2015 $ 28,120 The Company’s earnout payable on acquisitions, deferred purchase consideration, 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 December 31, 2015 and 2014: Fair Value Measurement, Using December 31, 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 $ — $ — $ 12,383 $ 12,383 Deferred purchase consideration — — 6,128 6,128 Warrant redemption liability — — 28,120 28,120 Total $ — $ — $ 46,631 $ 46,631 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: Year Ended December 31, 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 18,808 — — 18,808 Increase in fair value of earnout payable 827 — — 827 Earnout payments made (7,252 ) — — (7,252 ) Record deferred purchase consideration on acquisitions — 15,762 — 15,762 Payments made on deferred purchase consideration — (9,634 ) — (9,634 ) Exercise of PennantPark warrants — — (9,995 ) (9,995 ) Decrease in fair value of PennantPark warrant redemption liability — — (1,385 ) (1,385 ) Contribute remaining Pennant Park liability due to equity warrants — — (1,499 ) (1,499 ) Record fair value of Series A and B warrant liability — — 27,300 27,300 Record increase in fair value of Series A and B warrant liability — — 820 820 Fair Value, December 31, 2015 $ 12,383 $ 6,128 $ 28,120 $ 46,631 Year Ended December 31, 2014 (in thousands) Earnout Payable Deferred Purchase Consideration Warrant Redemption Liability Total Fair value, January 1, 2014 $ — $ — $ 6,934 $ 6,934 Warrants subject to redemption liability issued — — 4,122 4,122 Increase in fair value of common stock and warrant redemption liability — — 1,823 1,823 Fair Value, December 31, 2014 $ — $ — $ 12,879 $ 12,879 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12 . Related Party Transactions Relationship and Transactions with Guarantee Insurance Group and Guarantee Insurance As of March 14, 2016 Steven M. Mariano, our founder, Chief Executive Officer and Chairman, beneficially owned 53.8% of the outstanding shares of our common stock and substantially all of the outstanding equity of Guarantee Insurance Group. As a result, our transactions with Guarantee Insurance Group and its subsidiaries, including Guarantee Insurance and GUI, are related party transactions. Mr. Mariano received dividends of $3.5 million from Guarantee Insurance Group in 2015. Service Fees Received from Guarantee Insurance We provide brokerage and policyholder services and claims administration services to Guarantee Insurance pursuant to the Services Agreements and the Program Administrator Agreement. See “Business—Clients—Guarantee Insurance Company.” We have been providing a full range of brokerage and policyholder services to Guarantee Insurance pursuant to the Program Administrator Agreement since August 6, 2014. Pursuant to the Services Agreements, we provide our services in connection with claims arising out of insurance policies held or underwritten by Guarantee Insurance. The Services Agreements have various terms and expiration dates ranging from 2018 to 2022, unless otherwise extended or earlier terminated as provided therein. The fees we receive are based, depending on the service provided, upon a percentage of reference premium, flat monthly fees, hourly fees or the savings we achieve, among others. Pursuant to Program Administrator Agreement, we act as Guarantee Insurance’s exclusive general agent for the purpose of underwriting, issuing and delivering insurance contracts in connection with Guarantee Insurance’s workers’ compensation insurance program. The agreement with Guarantee Insurance remains in effect until terminated by either party upon 180 days’ prior written notice to the other party for cause. Guarantee Insurance may also terminate the agreement, in whole or in part, immediately upon written notice to us in the event of our insolvency or bankruptcy, systematic risk-binding that is not in compliance with the applicable underwriting guidelines or procedures and the occurrence of certain other events. The fees we receive are based upon premiums written for each account bound with Guarantee Insurance. A portion of the fees that we receive from Guarantee Insurance pursuant to the Services Agreements and the Program Administrator Agreement are for Guarantee Insurance’s account (which we recognize as “fee income from related party”) and a portion of the fees are for the account of reinsurance captive entities to which Guarantee Insurance has ceded a portion of its written risk (which we recognize as “fee income”). See “Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Principal Components of Financial Statements—Revenue.” As a result, a substantial portion of fee income we recognize from non-related parties is nevertheless derived from our relationship with Guarantee Insurance. For the year ended December 31, 2015, we recognized $144.1 million in total fee income and fee income from related party derived from our contracts and relationships with Guarantee Insurance, and our fee income from related party was $86.9 million. Our total fee income and fee income from related party pursuant to contracts with Guarantee Insurance and our fee income from related party constituted 69% and 41%, respectively, of our total fee income and fee income from related party for the year ended December 31, 2015. Our prices by customer for our brokerage and policyholder services and claims administration services were unchanged for the years ended December 31, 2015 and 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 year ended December 31, 2015 was $86.9 million compared to $46.9 million for the year ended December 31, 2014. Fee income receivable from related party was $27.0 million as of December 31, 2015, and $12.0 million at December 31, 2014. During the year ended December 31, 2015, Patriot completed and amended agreements between its operating subsidiaries and Guarantee Insurance Company in the normal course of business. These include an agreement and subsequent amendments to the agreement effective January 1, 2015 between Guarantee and Patriot Care Management regarding fees for medical bill review services, and agreements between Guarantee and Patriot Underwriters regarding fees for premium audit services and commission expenses for policy production. Rent, Administrative and Management Fees Paid to Guarantee Insurance Group For the year ended December 31, 2014, approximately $1.9 million was paid to Guarantee Insurance Group pursuant to an expense reimbursement agreement dated January 1, 2012, as amended and restated from time to time. We reimbursed Guarantee Insurance Group for rent and certain corporate administrative services costs incurred on our behalf for such costs and are reflected as “allocation of marketing, underwriting and policy issuance costs from related party” in our combined statements of operations. In addition, pursuant to a management services agreement with Guarantee Insurance Group dated January 1, 2012, we paid management fees to Guarantee Insurance Group for management oversight, legal, accounting, human resources and technology support services provided to us. For the year ended December 31, 2014, approximately $5.4 million was paid to Guarantee Insurance Group for such services and are reflected as “management fees paid to related party for administrative support services” in our combined statements of operations. Our administrative functions have been separated from Guarantee Insurance, the expense reimbursement and management services agreements have been terminated, and such expenses are being incurred directly by us from August 6, 2014, including through a sublease agreement with Guarantee Insurance Group, as described below. Equipment Lease Effective August 6, 2014, in connection with the GUI Acquisition, Guarantee Insurance Group assigned to us its rights, and we assumed its obligations under, the master equipment lease agreement, dated as of December 3, 2013, by and among Fifth Third Bank, as lessor, and Guarantee Insurance Group and Mr. Mariano, as co-lessees, which was incurred in respect of the IE system. As co-lessee, Mr. Mariano has agreed, among other things, to maintain no less than $5.0 million of liquidity as long as any obligations are outstanding under this agreement. As of December 31, 2015, the aggregate amount of lease financings pursuant to this agreement was $2.2 million. Financing Transactions UBS Credit Agreement On August 6, 2014, in connection with the Patriot Care Management Acquisition, we and certain of our subsidiaries entered into 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 PCM and guaranteed by Guarantee Insurance Group and its wholly owned subsidiaries. Following our IPO, we prepaid all outstanding borrowings under the UBS Credit Agreement, including accrued interest and applicable prepayment premium. On January 22, 2015, in connection with our IPO, we repaid all outstanding borrowings under the Agreement. 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 the PennantPark Loan Agreement with the PennantPark Entities, as lenders. Following our IPO, we prepaid all outstanding borrowings under the PennantPark Loan Agreement, including accrued interest and applicable prepayment premium. On January 22, 2015, in connection with our IPO, we repaid all outstanding borrowings under the Agreement. GUI Acquisition On August 6, 2014, we consummated the GUI Acquisition pursuant to which we acquired GUI’s contracts in force and certain other assets, for a total consideration of approximately $55.1 million. The consideration consisted of $30 million in cash, the assumption of certain of GUI’s liabilities, settlement of certain intercompany balances and the retirement of the receivable in the amount of approximately $28.8 million from Guarantee Insurance comprising principal and accrued but unpaid interest under the Surplus Note made to Guarantee Insurance on November 27, 2013 in connection with the Reorganization. See “Business —Our History and Organization” and “Selected Financial Data.” Patriot Care Management Acquisition On August 6, 2014, we acquired the Patriot Care Management Business. The Patriot Care Management Business had been previously controlled by Mr. Mariano and was sold to MCMC, a third party, in 2011. A portion of the consideration received by Mr. Mariano and other stockholders in that sale consisted of MCMC preferred equity. As part of the Patriot Care Management Acquisition we issued 3,043,485 of our shares in exchange for MCMC preferred equity to the holders of such preferred equity, including Mr. Mariano, Mr. Del Pizzo and his spouse Arlene Del Pizzo, Mr. Shanfelter, Mr. Ermatinger, Mr. Grandstaff and Mr. Pesch, as consideration for such preferred equity. See “Business —Our History and Organization.” Pursuant to a managed care services agreement, dated as of August 6, 2014, we outsource certain medical bill review and related services to MCMC. Mr. Mariano is party to the agreement with respect to certain exclusivity and non-compete provisions. The agreement remains in effect through December 31, 2019 unless earlier terminated by us or MCMC upon 30 days’ written notice for material breach. Subsequent to such initial term the agreement may be terminated by either party upon 90 days’ prior written notice to the other party. DecisionUR Acquisition On February 5, 2015, we purchased 98.8% of the membership interests in DecisionUR, LLC for a purchase price of $2.2 million in cash, from Six Points Investment Partners, LLC, a company wholly owned by Mr. Mariano. Accordingly, upon closing, Mr. Mariano received all of the proceeds from the sale of DecisionUR, LLC. Vikaran Acquisition On April 17, 2015, we acquired Vikaran Solutions, LLC (“Vikaran”) for a purchase price of $8.5 million in cash. Prior to the 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 us. In connection with the acquisition of Vikaran we also agreed to purchase all of the outstanding stock of Mehta and Pazol Consulting Services Private Limited (“MPCS”), an Indian company which holds Vikaran’s software development center located in Pune, India, for a purchase price of approximately $1.5 million. We consummated the purchase of 51% of the MPCS stock, and Mr. Mariano received proceeds of $749,850 therefrom. Global HR Acquisition On August 21, 2015, we acquired Global HR Research LLC (“Global HR”) for an aggregate purchase price of $42.0 million payable in cash and shares of our common stock. One of our independent directors, Austin J. Shanfelter, indirectly controlled Global HR through his ownership of owned 84% of the equity interests in ITH, which owned 75.5% of the equity interests of Global HR. Upon closing, Mr. Shanfelter, through In Touch, received aggregate proceeds of approximately $28.2 million from the sale of Global HR to us, comprised of shares of our common stock and cash. In addition, In Touch will forfeit and return a portion of the consideration to us if Global HR does not meet certain targets. In addition, in connection with the closing of the Global HR Acquisition, we entered into a registration rights agreement with the sellers, including Mr. Shanfelter, pursuant to which we provided the sellers with certain customary “piggyback” registration rights in respect of their shares received as part of the acquisition consideration, subject to cutbacks and other customary provisions. Stockholders Agreement In connection with the warrants issued to the PennantPark Entities as part of our reorganization in 2013, we entered into the Stockholders Agreement, which was amended and restated on January 5, 2015 in connection with our IPO. Pursuant to the Stockholders Agreement, Mr. Del Pizzo has certain customary “piggyback” registration rights with respect to 184,490 shares of our common stock that he now holds. All expenses incurred in connection with a “piggyback” registration will be borne by us, excluding underwriters’ discounts and commissions, which will be borne by the selling party. In addition, we will indemnify the registration rights holders against certain liabilities which may arise under the Securities Act in connection with any offering made pursuant to such registration rights. In connection with our IPO, we also entered into a new registration rights agreement with Mr. Mariano. This agreement provides him with an unlimited number of “demand” registrations as well as customary “piggyback” registration rights. This new registration rights agreement also provides that we will pay certain expenses relating to such registrations, excluding underwriters’ discounts and commissions, and indemnify Mr. Mariano against certain liabilities which may arise under the Securities Act in connection with any offering made pursuant to such registration rights. Tax Advisory Services Del Pizzo & Associates P.C., a tax advisory firm wholly owned by Mr. Del Pizzo, one of our directors, has received payments from us in the amount of approximately $185,100 in the year ended December 31, 2015 for tax advisory services it performed in fiscal year 2015 in respect of entities that are now our subsidiaries. Del Pizzo & Associates P.C. will continue providing similar services for fiscal year 2016. Loan Arrangements and Receivable from Affiliates As of December 31, 2015, we had a net receivable from related parties of $0.5 million due from entities controlled by Mr. Mariano, our founder, Chairman, President and Chief Executive Officer. As of December 31, 2014, we had a net receivable from related parties amount of approximately $1.0 million and $0.8 million due from Mr. Mariano and entities controlled by Mr. Mariano. In addition, on December 23, 2015, we and Steven M. Mariano amended the Stock Back-to-Back Agreement, pursuant to which, upon the exercise of the New Warrants, we would purchase a number of shares of our common stock owned by Steven M. Mariano equal to 100% of the shares to be issued in connection with the exercise by the PIPE investors of the New Warrants. See Item 7, “Management’s Discussion and Analysis of Financial Conditions a PIPE Transaction On December 13, 2015 we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Steven M. Mariano, our President and Chief Executive Officer, and the PIPE investors pursuant to which the PIPE investors purchased (i) 2,500,000 shares of our common stock from Steven M. Mariano, for an aggregate purchase price of approximately $30 million, and (ii) 666,666 shares of our common stock, warrants to purchase up to an aggregate of 2,083,333 shares of our common stock (the “Old Series A Warrants”) and prepaid warrants for 1,000,000 shares of our common stock (the “Old Series B Warrants” and, together with the Old Series A Warrants, the “Old Warrants”), for an aggregate purchase price of approximately $20 million. In addition, we entered into an agreement (the “Stock Back-to-Back Agreement”) with Steven M. Mariano, pursuant to which, upon the exercise of the Old Warrants, we would purchase a number of shares of our common stock owned by Steven M. Mariano equal to 60% of the shares to be issued in connection with the exercise by the PIPE investors of the Old Warrants. On December 23, 2015 we entered into several rescission and exchange agreements (collectively, the “Exchange Agreement”) with Steven M. Mariano and the PIPE investors pursuant to which (i) we and the PIPE investors rescinded the sale and purchase of 666,666 shares of our common stock and prepaid warrants for 1,000,000 shares of our common stock and (ii) we exchanged the Old Series A Warrant for new warrants to purchase up to an aggregate of 3,250,000 shares of our common stock (the “New Series A Warrants”), and the Old Series B Warrant for new prepaid warrants to purchase a number of shares that the holder could purchase at a price equal to 90% of the lowest 10-day volume-weighted average stock price during the period commencing on February 1, 2016 through and including the Adjustment Time (as defined in the New Series B Warrants, which we expect to end at 9:00 A.M. on the tenth trading day after the filing of this Annual Report on Form 10-K) less the number of shares such holder purchased, in each case subject to adjustments and limitations pursuant to their terms. Based on the 10-day volume-weighted average stock price during the period commencing on February 1, 2016 through March 17, 2016 of $4.51, we estimate that 4,895,985 shares of our common stock would be issuable upon exercise of the New Series B Warrants. In addition, we and Steven M. Mariano amended the Stock Back-to-Back Agreement, pursuant to which, upon the exercise of the New Warrants, we would purchase a number of shares of our common stock owned by Steven M. Mariano equal to 100% of the shares to be issued in connection with the exercise by the PIPE investors of the New Warrants, resulting in no dilution for our existing shareholders. The New Series A Warrants are exercisable at an exercise price of the lesser of (i) $10.00 and (ii) 85% of the market price of the shares (as defined in the New Warrants), from July 1, 2016 to December 31, 2020. The New Series B Warrants are exercisable at an exercise price of $0.01 from December 16, 2015 to December 31, 2020. The exercise price of the New Warrants is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. In addition, PIPE investors On Statement of Policy Regarding Transactions with Related Persons Our board of directors has adopted a written Related Person Transaction Policy to assist it in reviewing, approving and ratifying transactions with related persons and to assist us in the preparation of related disclosures required by the SEC. This Related Person Transaction Policy supplements our other policies that may apply to transactions with related persons, such as the Corporate Governance Guidelines of our board of directors and our Code of Business Conduct and Ethics. The Related Person Transaction Policy provides that all transactions with related persons covered by the policy must be reviewed and approved and ratified by the Audit Committee or disinterested members of the board of directors and that any employment relationship or transaction involving an executive officer and any related compensation must be approved or recommended for the approval of the board of directors by the Compensation Committee. In reviewing transactions with related persons, the Audit Committee or disinterested members of the board of directors will consider all relevant facts and circumstances, including, without limitation: the nature of the related person’s interest in the transaction; the material terms of the transaction; the importance of the transaction both to the Company and to the related person; whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of the Company; whether the value and the terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by the Company with non-related persons, if any; and any other matters that management or the Audit Committee or disinterested directors, as applicable, deem appropriate. The Audit Committee or disinterested members of the board of directors, as applicable, will not approve or ratify any related person transaction unless it shall have determined in good faith that, upon consideration of all relevant information, the related person transaction is in, or is not inconsistent with, the best interests of the Company. The Audit Committee or the disinterested members of the board of directors, as applicable, may also conclude, upon review of all relevant information, that the transaction does not constitute a related person transaction and thus that no further review is required under this policy. Generally, the Related Person Transaction Policy applies to any current or proposed transaction in which: the Company was or is to be a participant; the amount involved exceeds $120,000; and any related person (i.e., a director, director nominee, executive officer, greater than 5% beneficial owner and any immediate family member of such person) had or will have a direct or indirect material interest. |
Concentration
Concentration | 12 Months Ended |
Dec. 31, 2015 | |
Risks And Uncertainties [Abstract] | |
Concentration | 1 3 . Concentration For the year ended December 31, 2015, approximately 69% of total 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 7% was attributable to contracts with the Company’s second largest customer. For the year ended December 31, 2014, approximately 71% of total 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 18% was attributable to contracts with the Company’s second largest customer. For the year ended December 31, 2013, approximately 44% of total fee income and fee income from related revenues was attributable to contracts with Guarantee Insurance and approximately 38% and 12% were attributable to contracts with the Company’s second and third largest customers, respectively. As of December 31, 2015, approximately 77% of fee income receivable and fee income receivable from related party was attributable to contracts with Guarantee Insurance, the Company’s largest customer and a related party, and approximately 3% of fee income receivable and fee income receivable from related party were attributable to contracts with the Company’s second largest customer. As of December 31, 2014, approximately 86% of fee income receivable and fee income receivable from related party was attributable to contracts with Guarantee Insurance, the Company’s largest customer and a related party, and approximately 8% and 2% of 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, 2013, approximately 62% of fee income receivable and fee income receivable from related party was attributable to contracts with Guarantee Insurance, the Company’s largest customer and a related party, and approximately 23% and 11% of fee income receivable and fee income receivable from related party were attributable to contracts with the Company’s second and third largest customers, respectively. Management believes that the receivable balances from these largest customers do not represent significant credit risk based on cash flow forecasts, balance sheet analysis and past collection experience. 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 | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 4 . Commitments and Contingencies Contractual Obligations and Commitments The table below provides information with respect to our long-term debt and contractual commitments as of December 31, 2015: Payments Due by Period In thousands 2016 2017 2018 2019 2020 Thereafter Total Long-term debt obligations $ 5,500 $ 7,562 $ 8,250 $ 10,313 $ 74,875 $ — $ 106,500 Short-term revolver debt obligations — — — — 18,032 — 18,032 Interest on debt 4,272 4,049 3,778 3,459 70 — 15,628 Acquisition earnouts 10,556 1,827 — — — — 12,383 Deferred purchase consideration 6,128 — — — — — 6,128 Operating lease obligations 5,461 5,032 4,089 3,678 2,751 1,744 22,755 Capital lease obligation 2,275 — — — — — 2,275 Total contractual obligations $ 34,192 $ 18,470 $ 16,117 $ 17,450 $ 95,728 $ 1,744 $ 183,701 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 | 12 Months Ended |
Dec. 31, 2015 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrant Redemption Liability | 1 5 . Warrant Redemption Liability The estimated fair value of the redeemable warrants is reflected as warrant redemption liability in the accompanying consolidated balance sheets as of December 31, 2015 and 2014, and the change in the liability is reflected as an increase (decrease) in fair value of warrant redemption liability in the accompanying consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013. In estimating the value of the redeemable warrants and common stock, giving consideration to all valuation approaches and methods in its analysis and ultimately relying on a variety of established appraisal methods and techniques, applying a Monte Carlo simulation of estimated value, the guideline public company method in combination with the discounted future returns method and, as appropriate, the option pricing model using Black Scholes. Various valuation indications are weighted using the Probability-Weighted Expected Return Method (PWERM) in accordance with the AICPA’s Accounting and Valuation Guide: Valuation of Privately-Held-Company Equity Securities Issued as Compensation As of December 31, 2015, the estimated fair value of Series A and Series B warrant redemption liabilities was $28.1 million. Our analysis of Series A and Series B warrant value was calculated using a Monte Carlo simulation of Patriot's daily common stock price in the adjustment period. The stock price was assumed to follow Geometric Brownian Motion with drift equal to the risk-free rate and volatility estimated from Patriot's historical volatility and volatilities of comparable companies. The fair value of the warrants were estimated as the average value from all 100,000 simulations using Black Scholes. On December 13, 2015 we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Steven M. Mariano, our President and Chief Executive Officer, and the PIPE investors pursuant to which the PIPE investors purchased (i) 2,500,000 shares of our common stock from Steven M. Mariano, for an aggregate purchase price of approximately $30 million, and (ii) 666,666 shares of our common stock, warrants to purchase up to an aggregate of 2,083,333 shares of our common stock (the “Old Series A Warrants”) and prepaid warrants for 1,000,000 shares of our common stock (the “Old Series B Warrants” and, together with the Old Series A Warrants, the “Old Warrants”), for an aggregate purchase price of approximately $20 million. In addition, we entered into an agreement (the “Stock Back-to-Back Agreement”) with Steven M. Mariano, pursuant to which, upon the exercise of the Old Warrants, we would purchase a number of shares of our common stock owned by Steven M. Mariano equal to 60% of the shares to be issued in connection with the exercise by the PIPE investors of the Old Warrants. On December 23, 2015 we entered into several rescission and exchange agreements (collectively, the “Exchange Agreement”) with Steven M. Mariano and the PIPE investors pursuant to which (i) we and the PIPE investors rescinded the sale and purchase of 666,666 shares of our common stock and prepaid warrants for 1,000,000 shares of our common stock and (ii) we exchanged the Old Series A Warrant for new warrants to purchase up to an aggregate of 3,250,000 shares of our common stock (the “New Series A Warrants”), and the Old Series B Warrant for new prepaid warrants to purchase a number of shares that the holder could purchase at a price equal to 90% of the lowest 10-day volume-weighted average stock price during the period commencing on February 1, 2016 through and including the Adjustment Time (as defined in the New Series B Warrants, which we expect to end at 9:00 A.M. on the tenth trading day after the filing of this Annual Report on Form 10-K) less the number of shares such holder purchased, in each case subject to adjustments and limitations pursuant to their terms. Based on the 10-day volume-weighted average stock price during the period commencing on February 1, 2016 through March 17, 2016 of $4.51, we estimate that 4,895,985 shares of our common stock would be issuable upon exercise of the New Series B Warrants. In addition, we and Steven M. Mariano amended the Stock Back-to-Back Agreement, pursuant to which, upon the exercise of the New Warrants, we would purchase a number of shares of our common stock owned by Steven M. Mariano equal to 100% of the shares to be issued in connection with the exercise by the PIPE investors of the New Warrants, resulting in no dilution for our existing shareholders. The New Series A Warrants are exercisable at an exercise price of the lesser of (i) $10.00 and (ii) 85% of the market price of the shares (as defined in the New Warrants), from July 1, 2016 to December 31, 2020. The New Series B Warrants are exercisable at an exercise price of $0.01 from December 16, 2015 to December 31, 2020. The exercise price of the New Warrants is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. In addition, On There was no PennantPark warrant redemption liability as of December 31, 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 could not 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 were exercised on November 24, 2015 in a cashless exercise to purchase shares of the Company’s common stock at an exercise price of $2.67. 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 Our analysis of PennantPark warrant value and put value is based on a combination of the market approach and the income approach to determine the value of PNI common stock at the Valuation Date, and the application of an option pricing model using Black Scholes to determine the value of one warrant at the Valuation Date. We relied in part upon the estimated IPO value developed by the underwriter, which was based on the underwriter’s comparative company analysis, a market approach; the discounted future returns method primarily relies on the Company’s financial estimates; the terminal values used in the discounted future returns method are derived using the underwriter’s estimate based upon its analysis of comparative public companies, and the guideline public company method. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 6 . Income Taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” (“ASC 740”). Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The components of the consolidated income tax provision are as follows: For the Year Ended December 31, In thousands 2015 2014 2013 Current income tax expense (benefit) $ 4,816 $ 12,270 $ (3,774 ) Deferred income tax expense before increase in valuation allowance (5,881 ) (651 ) 1,785 Net Income Tax Benefit before Increase in Valuation Allowance (1,065 ) 11,619 (1,989 ) Increase in valuation allowance 5,936 16 2,701 Net Income Tax Expense $ 4,871 $ 11,635 $ 712 As described in Note 1 to our consolidated financial statements, “Description of Business and Basis of Presentation,” Patriot National filed a consolidated federal income tax return for the period from inception (November 15, 2013) to December 31, 2014 which included the results of its wholly and majority owned subsidiaries, all of which became subsidiaries of the Company effective November 27, 2013. A reconciliation of the provision for income taxes with the U.S. Federal statutory income tax rate is as follows (in thousands, except percentages): 2015 2014 2013 In thousands Amount Rate Amount Rate Amount Rate (Loss) Income before income tax expense $ (394 ) $ 22,094 $ (5,556 ) Income tax expense (benefit) at statutory federal rate (134 ) 34.0 % 7,733 35.0 % (1,889 ) 34.0 % State income tax (benefit), net of federal deduction 967 (245.4 ) 1,153 5.2 (63 ) 1.1 Tax effect of: Loss on exchange of units and warrants — — — — 52 (0.9 ) Gain on redemption of MCMC Units attributable to difference between tax basis and book basis — — 1,883 8.5 — — Expenses incurred in connection with acquisitions 24 (6.1 ) 247 1.1 — — Effect of rate change on deferred tax assets (1,438 ) 365.0 — — — — Amortization of loan discounts and loan costs — — — — 1,538 (27.7 ) PSI, PRS and Forza income passed through to the sole shareholder for federal tax purposes for the period January 1, 2013 to November 27, 2013 and the year ended December 31, 2012 — — — — (1,992 ) 35.9 Contego Services Group, Inc. loss passed through to the members for federal tax purposes for the period January 1, 2013 to November 27, 2013 and the year ended December 31, 2012 — — — — 51 (0.9 ) (Decrease) Increase in fair value of warrant redemption liability (471 ) 119.5 638 2.9 — — Gain on rescission and exchange agreement (207 ) 52.5 — — — — Deferred tax liability established effective November 27, 2013, attributable to goodwill arising from December 14, 2011 acquisition of PRS — — — — 291 (5.2 ) Patriot Captive Management (income) loss not subject to U.S. federal income taxes as a non-U.S.-domiciled company (102 ) 25.9 22 0.1 23 (0.4 ) Other items, net 296 (75.1 ) (57 ) (0.3 ) — — Actual Income Tax Expense (Benefit) before Increase in Valuation Allowance (1,065 ) 270.3 11,619 52.6 (1,989 ) 35.8 Increase in valuation allowance 5,936 (1,506.6 ) 16 0.1 2,701 (48.6 ) Actual Income Tax Expense $ 4,871 (1,236.3 ) % $ 11,635 52.7 % $ 712 (12.8 ) % Patriot Captive Management’s business is conducted through two operational subsidiaries domiciled in non-U.S. jurisdictions. The Company has no current intention of distributing unremitted earnings of Patriot Captive Management to its U.S. domiciled parent, PSI. Additionally, it is not practical to calculate the potential liability associated with such distribution due to the fact that dividends received from Patriot Captive Management could bring additional foreign tax credits, which could ultimately reduce the U.S. tax cost of the dividend, and significant judgment is required to analyze any additional local withholding tax and other indirect tax consequences that may arise due to the distribution of these earnings. Accordingly, pursuant to FASB ASC 740, the income tax expense in the accompanying consolidated statements of operations for the years ended December 31, 2015, 2014, and 2013 do not include a provision for federal income taxes attributable to Patriot Captive Management’s operations. At December 31, 2015 we assessed the tax rates used to compute our deferred tax assets and liabilities. We made adjustments to reflect the appropriate realizable benefit which resulted in a $1.4 million impact on our effective tax rate as detailed above. We assess uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. At December 31, 2015 and 2014, the Company had no unrecognized tax benefits and no amounts recorded for uncertain tax positions. The Company’s policy is to recognize interest and penalties related to uncertain tax positions within the income tax expense line in the accompanying Consolidated Statement of Operations. The tax period from inception (November 15, 2013) to December 31, 2013 remains subject to examination by all of the Company’s tax jurisdictions. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows (in thousands): In thousands December 31, 2015 December 31, 2014 Deferred tax assets: Purchased intangibles $ 17,672 $ 19,114 Accrued liabilities and other deferred tax assets 3,648 351 Total deferred tax assets 21,320 19,465 Valuation allowance for deferred tax assets (12,194 ) (6,258 ) Deferred tax assets 9,126 13,207 Deferred tax liabilities: Nondeductible amortizable intangible assets 9,126 13,195 Depreciable fixed assets — 12 Total deferred tax liabilities $ 9,126 $ 13,207 Net deferred tax liabilities $ — $ — 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 before valuation allowance as of December 31, 2015 and 2014 was $12.2 million and $6.3 million, respectively. 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 December 31, 2015 and 2014. Supplemental Pro Forma Income Tax Information (Unaudited) The unaudited supplemental pro forma income tax benefit has been presented in accordance with Section 3410.1 (under the headings 3400, Special Applications Sub-Chapter S Corporations and Partnerships) The pro forma net income tax benefit is comprised of the following: For the Year Ended December 31, In thousands 2013 Current income tax benefit $ (2,174 ) Deferred income tax expense before increase in valuation allowance 1,565 Net Income Tax Benefit before Increase in Valuation Allowance (609 ) Increase in valuation allowance 2,701 Net Income Tax Expense $ 2,092 The Company’s pro forma income tax rates, expressed as a percent of net income before income tax expense, vary from statutory federal income tax rates due to the following: 2013 In thousands Amount Rate (Loss) Income before income tax expense $ (5,556 ) Income tax expense (benefit) at statutory federal rate (1,889 ) 34.0 State income tax (benefit), net of federal deduction (20 ) 0.4 Tax effect of: Loss on exchange of units and warrants 52 (0.9 ) Amortization of loan discounts and loan costs 1,677 (30.2 ) Difference in tax basis of net identifiable liabilities assumed in acquisition pursuant to Internal Revenue Code §338(h)(10) election (492 ) 8.9 Patriot Captive Management (income) loss not subject to U.S. federal income taxes as a non-U.S.-domiciled company 23 (0.4 ) Other items, net 40 (0.7 ) Actual Income Tax Expense (Benefit) before Increase in Valuation Allowance (609 ) 11.0 Increase in valuation allowance 2,701 (48.6 ) Actual Income Tax Expense $ 2,092 (37.7 ) |
Quarterly Operating Results (un
Quarterly Operating Results (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Operating Results (unaudited) | 17. Quarterly Operating Results (unaudited): Quarterly operating results for 2015 and 2014 were as follows (in thousands, except per share data): For the Year Ended December 31, In thousands 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2015 Total fee income and fee income from related party $ 42,992 $ 47,388 $ 58,532 $ 60,852 Total revenues $ 42,993 $ 47,332 $ 58,523 $ 60,872 Total expenses 51,146 45,987 53,345 59,636 Net (loss) income before income tax expense $ (8,153 ) $ 1,345 $ 5,178 $ 1,236 Net (Loss) Income (4,816 ) 1,020 3,788 (5,367 ) Basic net (loss) income per share $ (0.19 ) $ 0.04 $ 0.14 $ (0.19 ) Diluted net (loss) income per share $ (0.19 ) $ 0.04 $ 0.14 $ (0.19 ) 2014 Total fee income and fee income from related party $ 15,599 $ 15,453 $ 31,433 $ 40,245 Total revenues $ 15,808 $ 15,742 $ 45,469 $ 40,245 Total expenses 13,348 20,955 19,440 41,427 Net income (loss) before income tax expense $ 2,460 $ (5,213 ) $ 26,029 $ (1,182 ) Net Income (Loss) 1,502 (5,597 ) 16,902 (2,393 ) Basic net income (loss) per share $ 0.11 $ (0.39 ) $ 1.03 $ (0.13 ) Diluted net income (loss) per share $ 0.10 $ (0.39 ) $ 0.46 $ (0.13 ) (1) Year over year quarterly as well as quarter to quarter results may not be comparable due to timing of the inclusion of acquistions. (2) The sum of quarterly EPS may not agree with the years’ EPS. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation And Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | 1 8 . Valuation and Qualifying Accounts Valuation and qualifying accounts deducted from the assets to which they apply: In thousands Balance at Beginning of Period Provision for Doubtful Accounts Deductions Balance at End of Period 2015 Total - allowance for uncollectible fee income receivable $ 136 $ 351 $ (232 ) $ 255 2014 Total - allowance for uncollectible fee income receivable $ 2,544 $ 502 $ (2,910 ) $ 136 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 1 9 . Subsequent Events On January 28, 2016, we entered into that Asset Purchase Agreement by and between Patriot Underwriters, Inc. and Mid Atlantic Insurance Services, Inc. (“Mid Atlantic”) pursuant to which the Company acquired substantially all of the assets of Mid Atlantic for a maximum of $16,500,000. Pursuant to the Asset Purchase Agreement, the Company paid Mid Atlantic $8,000,000 in cash at closing. Mid Atlantic will also be entitled to annual earn-out payments of up to a cumulative maximum of $8,500,000 over approximately five years after closing. Subject to limited exceptions, $7,000,000 of the maximum earn-out is guaranteed. On February 1, 2016, we entered into an Amendment No. 2 to the TriGen Stock Purchase Agreement splitting the payment of the Class B Purchase price into 2 installment payments. On February 9, 2016, pursuant to the Securities Purchase Agreement, the Exchange Agreement and the registration rights agreement, as amended by the Exchange Agreement, a registration statement initially filed on January 15, 2016 was declared effective pursuant to which we registered 10,348,794 shares of our common stock under the Securities Act, which includes 7,848,794 shares of common stock issuable upon exercise of the New Warrants held by the PIPE Investors. On March 1, 2016, we entered into an Amendment No. 3 to the TriGen Stock Purchase Agreement accelerating and reducing the final payment to the Class B Seller. On March 3, 2016, our Board of Directors approved a $15 million share repurchase program for the Company's common stock whereby shares may be purchased from time to time, in open market transactions or in negotiated off-market transactions. The program may continue for up to eighteen months. On March 3, 2016, we entered into a fourth amendment to our existing credit agreement |
Description of Business and B27
Description of Business and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 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. The consolidated financial statements of Patriot National are comprised of the results of: ( i ) the parent company, Patriot National (formerly Old Guard Risk Services, Inc.), which was formed on November 15, 2013, (ii) Patriot National’s wholly owned subsidiary, Patriot Services, Inc. (“PSI”), and its wholly and majority owned subsidiaries, Patriot Underwriters, Inc. (“PUI”), Patriot Risk Services, Inc. (“PRS”), Contego Services Group, LLC and Contego Investigative Services, Inc. (together, “Contego”), Forza Lien, Inc. (“Forza”) and Patriot Captive Management, Inc. (“Patriot Captive Management”), all of which became subsidiaries of Patriot National effective November 27, 2013, (iii) PSI’s wholly owned subsidiary, Patriot Care, Inc., (iv) Patriot Care, Inc.’s wholly owned subsidiary, Patriot Care Holdings, Inc., and its wholly owned subsidiaries, Patriot Care Management, Inc., and Patriot Care Services, Inc. (collectively “PCM”), all of which were acquired on August 6, 2014, and (v) the revenues and expenses associated with contracts (the “GUI contracts”) with third party insurance companies and, with respect to one contract, Guarantee Insurance Company (“Guarantee Insurance”, a property and casualty insurance company wholly owned by Guarantee Insurance Group, Inc. (“GIG”, formerly Patriot National Insurance Group, Inc.) and a related party), which PUI acquired, together with certain other assets acquired and liabilities assumed, from Guarantee Underwriters, Inc. (“GUI”), a wholly owned subsidiary of GIG, effective August 6, 2014. For the years ended December 31, 2014 and 2013, because Patriot National, PSI, PRS, Contego, Forza and Patriot Captive Management are under common control, and the contracts and certain other assets acquired and liabilities assumed from GUI constitute the acquisition of a business under common control, the consolidated financial statements are presented as if all of these companies and the assets acquired and liabilities assumed from GUI were wholly or majority owned subsidiaries of the Company for all of the periods presented. Specifically, · Revenues and expenses attributable to Patriot National, PSI, PRS, Contego, Forza and Patriot Captive Management for the years ended December 31, 2014 and 2013 and revenues and expenses associated with the contracts and certain other assets acquired and liabilities assumed from GUI for the period from January 1, 2014 to August 6, 2014 and the year ended December 31, 2013, · Assets and liabilities attributable to Patriot National, PSI, PRS, Contego, Forza and Patriot Captive Management are included in the accompanying consolidated balance sheets as of December 31, 2014, · The fixed assets and other long term assets acquired from GUI, the capital lease obligation assumed from GUI are included in the accompanying consolidated balance sheets as of December 31, 2014, and all other assets and liabilities of GUI, which were not acquired by the Company on August 6, 2014, are not included in the accompanying consolidated balance sheets as of December 31, 2014, · The note receivable transferred to GUI and balances payable to GUI from the Company, both of which were included as part of the Company’s consideration for the contracts and certain other assets acquired and liabilities assumed, together with the note payable associated with the acquisition of the contracts and certain other assets, have been eliminated in consolidation in the accompanying consolidated balance sheets as of December 31, 2014, and · Changes in the fixed assets and other long term assets acquired from GUI, the capital lease obligation assumed from GUI and the note receivable transferred to GUI and balances payable to GUI from the Company, as described above, for the period from January 1, 2014 to August 6, 2014 are presented as “adjustments attributable to changes in assets and liabilities of GUI” in the accompanying consolidated statements of stockholders’ equity (deficit) for the years ended December 31, 2014 and 2013. PUI provides workers’ compensation brokerage, underwriting and policyholder services to third party insurance company customers. Additionally, PUI historically solicited applications for workers’ compensation insurance for Guarantee Insurance pursuant to a producer agreement between the parties that the Company acquired from GUI effective August 6, 2014 and which was also terminated on such date. PRS provides workers’ compensation claims administration services to (i) Guarantee Insurance, (ii) PUI’s third party insurance company customers and (iii) segregated portfolio cell reinsurers that assume business written by Guarantee Insurance and PUI’s third party insurance company customers. Contego provides claims investigations, loss control service administration, claimant transportation and translation, claims subrogation services and certain other services to Guarantee Insurance, PUI’s third party insurance company customers and the segregated portfolio cell reinsurers that assume business written by Guarantee Insurance and PUI’s third party insurance company customers. Contego also provides these services, on a limited basis, to certain other companies and government agencies. PCM provides healthcare cost containment services, including nurse case management, medical bill review and utilization review. Forza provides claim lien negotiation services to PUI’s third party insurance and reinsurance company customers. Patriot Captive Management provides reinsurance management services to the segregated portfolio cell reinsurers that assume business written by Guarantee Insurance and PUI’s third party insurance company customers, as well as certain other segregated portfolio cell reinsurers. |
Basis of Presentation | Basis of Presentation The accompanying 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. For Contego Services Group, LLC, the Company’s consolidated subsidiary that is 97% owned, and for DecisionUR, LLC (“DecisionUR”), the Company’s consolidated subsidiary that is 98.8% owned, the third party holdings of equity interests are referred to as non-controlling interest. The portion of the third party members’ equity (deficit) of Contego Services Group, LLC is presented as non-controlling interest in the accompanying consolidated balance sheets as of December 31, 2015 and 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). Certain reclassifications have been made to the amounts reported in prior years’ consolidated financial statements in order to conform to the current year presentation. In the preparation of our consolidated financial statements as of December 31, 2015, management evaluated all material subsequent events or transactions that occurred after the balance sheet date through the date on which the financial statements were issued for potential recognition in our consolidated financial statements and/or disclosure in the notes thereto. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies and Recently Issued Financial Accounting Standards (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions could change in the future as more information becomes known and such changes could impact the amounts reported and disclosed herein. Adjustments related to changes in estimates are reflected in our results of operations in the period in which those estimates changed. Significant estimates inherent in the preparation of our consolidated financial statements include useful lives and impairments of long-lived tangible and intangible assets, accounting for income taxes and related uncertain tax positions, the valuation of warrant liabilities and accounting for business combinations. |
Revenue Recognition | Revenue Recognition Brokerage and Policyholder Services . We generate fee income for underwriting and servicing workers’ compensation insurance policies for insurance companies, based on a percentage of premiums each writes for its customers. Brokerage and policyholder services are, in all material respects, provided prior to the issuance or renewal of the related policy. For insurance carrier clients who record written premium on the effective date of the policy based on the estimated total premium for the term of the policy, we recognize fee income on the effective date of the related insurance policy reduced by an allowance for estimated commission income that may be returned by us to such clients due to estimated net reduction in estimated total premium for the term of the policy, principally associated with mid-term policy cancellations. For insurance carrier clients who record written premium as premium is collected, we recognize fee income as the premium is collected, reduced by an allowance for estimated commission income that may be returned by us to such clients due to net returns of premiums previously written and collected. In each case, we record the revenue effects of subsequent premium adjustments when such adjustments become known. We have also historically recorded fee income for soliciting applications for workers’ compensation policies for Guarantee Insurance, a related party, pursuant to a producer agreement between GUI and Guarantee Insurance that we acquired as part of the GUI Acquisition, based on a percentage of premiums procured. The producer agreement provided that the percentage may be amended from time to time upon the mutual consent of the parties. For the year ended December 31, 2013, the fees based on a percentage of premium were waived in their entirety. This agreement was terminated effective August 6, 2014. Generally, as a historical matter, the policies we produced for our insurance carrier clients other than Guarantee Insurance featured payment plans spread across the terms of the respective policies. Because we record brokerage and policyholder services revenue on this business as premium is collected, the commission income we estimate that may be returned by us to such clients due to estimated net reductions in total premium for the term of the policy, principally associated with mid-term policy cancellations, was nominal. Accordingly, we did not maintain an allowance for estimated return commission income on business produced by us for insurance carrier clients other than Guarantee Insurance prior to August 6, 2014. Additionally, upon termination of our producer agreement with Guarantee Insurance, we and Guarantee Insurance agreed that there would be no further adjustments to commission income associated with changes in total premium for the term of the policy. Accordingly, we did not maintain an allowance for estimated return commission income pursuant to our producer agreement with Guarantee Insurance. Following the GUI Acquisition, we entered into a new agreement with Guarantee Insurance effective August 6, 2014 to provide marketing, underwriting and policyholder services. Guarantee Insurance records written premium on the effective date of the policy based on the estimated total premium for the term of the policy. Accordingly, we recorded an allowance for estimated return commission income of approximately $3.3 million for the year ended December 31, 2015, and $1.5 million for the period from August 6, 2014 to December 31, 2014. We experienced a significant increase in brokerage and policyholder services fee income from Guarantee Insurance as a result of the new agreement. We also generate fee income for establishing and administering segregated portfolio cell reinsurance arrangements for reinsurers that assume a portion of the underwriting risk from our insurance carrier clients, based on a flat annual fee which is recognize as revenue on a pro rata basis. Claims Administrative Services . We generate fee income for administering workers’ compensation claims for insurance and reinsurance companies, generally based on a percentage of earned premiums, grossed up for large deductible credits. We recognize this revenue over the period of time we are obligated to administer the claims as the underlying claims administration services are provided. For certain insurance and reinsurance carrier clients, the fee, which is based on a percentage of earned premiums grossed up for large deductible credits, represents consideration for our obligation to administer claims for a period of 24 months from the date of the first report of injury. For claims open longer than 24 months from the date of the first report of injury for these clients, we generate fee income for continuing to administer the claims, if so elected by the client, based on a fixed monthly fee which is recognized when earned. For certain other insurance and reinsurance clients, we have an obligation to administer the claims through their duration. We also generate fee income from non-related parties for administering workers’ compensation claims for state associations responsible for handling the claims of insolvent insurance companies based on a fixed amount per open claims per month. We generate fee income for services for insurance and reinsurance companies and other clients, including (i) claims investigative services, generally based on an hourly rate, (ii) loss control management services, based on a percentage of premium, (iii) workers’ compensation claimant transportation and translation services, generally based on an hourly rate, (iv) workers’ compensation claims subrogation services, based on a percentage of subrogation recovered on the date of recovery, (v) workers’ compensation claims legal bill review, based on a percentage of savings on the date that savings are established and (vi) certain other services, based on a fixed monthly fee. We generate fee income for negotiating and settling liens placed by medical providers on workers’ compensation claims for insurance and reinsurance companies and other clients, based on a percentage of savings resulting from the settlement of the lien. We recognize revenue from claims investigations, loss control service administration, claimant transportation and translation, claims subrogation services, workers’ compensation claims lien negotiations and reinsurance management services in the period that the services are provided. Fee income from related party represents fee income earned from Guarantee Insurance on brokerage and policyholder services and on claims administration services. Fee income earned from Guarantee Insurance for brokerage and policyholder services historically represents fees for soliciting applications for workers’ compensation insurance for Guarantee Insurance pursuant to a prior producer agreement that we acquired as part of the GUI Acquisition, based on a percentage of premiums written or other amounts negotiated by the parties. This agreement was terminated effective August 6, 2014. Following the GUI Acquisition, we entered into a new agreement with Guarantee Insurance effective August 6, 2014 to provide all of our brokerage and policyholder services. Accordingly, we experienced further significant increases in fee income from related party as a result of the agreement. Fee income earned 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, our third party insurance carrier clients and the segregated portfolio cell reinsurers that assume business written by Guarantee Insurance and such third party carriers. Certain fee income earned from segregated portfolio cell reinsurers is remitted to us by Guarantee Insurance on behalf of the segregated portfolio cell reinsurers. The allocation of marketing, underwriting and policy issuance costs from related party in our consolidated statements of operations represents costs reimbursed to Guarantee Insurance Group for rent and certain corporate administrative services. Management fees paid to related party for administrative support services in our consolidated statements of operations represent amounts paid to Guarantee Insurance Group for management oversight, legal, accounting, human resources and technology support services. |
Restricted Cash | Restricted Cash Restricted cash is comprised of amounts received from our clients to be used exclusively for the payment of claims on behalf of such clients. |
Fixed Assets and Other Long Term Assets (excluding Goodwill) | Fixed Assets and Other Long Term Assets (excluding Goodwill) Fixed assets are stated at cost, less accumulated depreciation. Expenditures for furniture and fixtures and computer equipment are capitalized and depreciated on a straight-line basis over a seven and five-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. Other long term assets, which are solely comprised of capitalized policy and claims administration system development costs are also stated at cost, net of accumulated depreciation. Expenditures for capitalized policy and claims administration system development costs are capitalized and amortized on a straight line basis over a five-year estimated useful life. 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 | 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 December 31, 2015. |
Commission Expense | Commission Expense Commission expense represents consideration paid by us to insurance agencies for producing business. Services provided by insurance agencies are, in all material respects, provided prior to the issuance or renewal of an insurance policy. With respect to business written for insurance carrier clients who record written premium on the effective date of the policy, we record commission expense on the effective date of the policy based on the estimated total premium for the term of the policy, reduced by an allowance for estimated commission expense that may be returned by the insurance agencies to us due to net reductions in estimated total premium for the term of the policy, principally associated with mid-term policy cancellations. With respect to business written for insurance carrier clients who record written premium as premium is collected, we recognize commission expense as the premium is collected, reduced by an allowance for estimated commission expense that may be returned by the insurance agencies to us due to net returns of premiums previously written and collected. The income effects of subsequent commission expense adjustments are recorded when the adjustments become known. |
Income Taxes | Income Taxes We file consolidated federal income tax returns which include the results of our wholly and majority owned subsidiaries, which became our subsidiaries effective November 27, 2013 or as part of the Patriot Care Management Acquisition effective August 6, 2014. The tax liability of our company and its wholly and majority owned subsidiaries is apportioned among the members of the group in accordance with the portion of the consolidated taxable income attributable to each member of the group, as if computed on a separate return. To the extent that the losses of any member of the group are utilized to offset taxable income of another member of the group, we take the appropriate corporate action to “purchase” such losses. To the extent that a member of the group generates any tax credits, such tax credits are allocated to the member generating such tax credits. Prior to November 27, 2013, two of our subsidiaries were S Corporations, electing to pass corporate income through to the sole shareholder for federal tax purposes. The then sole shareholder was responsible for reporting his share of the taxable income or loss from such subsidiaries to the Internal Revenue Service. Accordingly, our consolidated statements of operations for the years ended December 31, 2013 and 2012 do not include a provision for federal income taxes attributable to the operations of these subsidiaries for the period from January 1, 2013 to November 27, 2013 or for the year ended December 31, 2012. Effective November 27, 2013, concurrent with the Reorganization, these subsidiaries were converted to C Corporations and their taxable income became subject to U.S. corporate federal income taxes. Another subsidiary of ours has identified its tax status as a limited liability company, electing to be taxed as a pass through entity. Prior to November 27, 2013, such subsidiary’s members were responsible for reporting their share of the entity’s taxable income or loss to the Internal Revenue Service. Accordingly, our consolidated statements of operations for the years ended December 31, 2013 and 2012 do not include a provision for federal income taxes attributable to this subsidiary’s operations for the period from January 1, 2013 to November 27, 2013 or for the year ended December 31, 2012. Effective November 27, 2013, following the Reorganization, we are responsible for reporting our share of that entity’s taxable income. Another subsidiary of ours is domiciled in a non-U.S. jurisdiction and, accordingly, is not subject to U.S. federal income taxes. We have no current intention of distributing unremitted earnings of this subsidiary to its U.S. domiciled parent. The cumulative net loss from this foreign subsidiary is approximately $0.3 million. Additionally, we believe that it is not practical to calculate the potential liability associated with such distribution due to the fact that dividends received from this subsidiary could bring additional foreign tax credits, which could ultimately reduce the U.S. tax cost of the dividend, and significant judgment is required to analyze any additional local withholding tax and other indirect tax consequences that may arise due to the distribution of these earnings. Accordingly, pursuant to ASC 740 (Tax Provisions), deferred taxes have not been provided for these undistributed foreign earnings in our consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013. The income tax benefit in our consolidated statements of operations, included elsewhere in this Annual Report on Form 10-K, includes a provision for income taxes attributable to the revenues and expenses associated with the contracts and certain other assets acquired and liabilities assumed in the GUI Acquisition, as if GUI were included in our consolidated federal income tax return. In determining the quarterly provision for income taxes, management uses an estimated annual effective tax rate based on forecasted annual pre-tax income (loss), permanent tax differences, statutory tax rates and tax planning opportunities in the various jurisdictions in which we operate. The impact of significant discrete items is separately recognized in the periods in which they occur. |
Fee Income Receivable and Fee Income Receivable from Related Party | Fee Income Receivable and Fee Income Receivable from Related Party Fee income receivable and fee income receivable from related party are based on contracted prices. We assess the collectability of these balances and adjust the receivable to the amount expected to be collected through an allowance for doubtful accounts. As of December 31, 2015 and 2014, we maintained an allowance for doubtful accounts of approximately $0.3 million and $0.1 million, respectively. |
Segment Considerations | Segment Considerations We deliver our services to our customers through local offices in each region and financial information for our operations follows this service delivery model. All regions provide brokerage, underwriting and policyholder services as well as claims administration services. ASC 280, Segment Reporting, Section 280-10, establishes standards for the way that public business enterprises report information about operating segments in annual and interim consolidated financial statements. Our internal financial reporting is organized geographically, as discussed above, and managed on a geographic basis, with virtually all of our operating revenue generated within the United States. In accordance with ASC 280-10, multiple product offerings may be aggregated into a single operating segment for financial reporting purposes if aggregation is consistent with the objective and basic principles, if the segments have similar economic characteristics, and if the segments are similar in terms of (i) the nature of products and services, (ii) the nature of the production processes, (iii) the type or class of customer for their products and services and (iv) the methods used to distribute their products or provide their services. We believe each of our regional office operations meet these criteria, as each provides similar services and products to similar customers using similar methods of production and similar methods to distribute the services and products. Our products and services are generally offered as a complete and comprehensive outsourcing solution to its customers through a production process utilizing an integrated sales channel and technology platform that handles the entire brokerage, underwriting, policyholder services and claim administration services process. The operating results derived from the sale of brokerage and policyholder services and claims administration services are generally not reviewed separately by the our chief operating decision makers for purposes of assessing the performance of each service or making decisions about resources to be allocated to each service. Accordingly, we consider our business to operate in one segment. |
Business Combinations | Business Combinations We account for business combinations using the acquisition method of accounting. This method requires the use of fair values in determining the carrying values of the purchased assets and assumed liabilities, which are recorded at fair value at acquisition date, and identifiable intangible assets are recorded at fair value. Costs directly related to the business combinations are recorded as expenses as they are incurred. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values become available. |
Public Offering Costs | Public Offering Costs We recognized $1.2 million of expense for public offering costs in the year ended December 31, 2015, reflecting expenses incurred for the proposed secondary offering, which management terminated prior to completion. Costs incurred for the initial public offering were applied to net proceeds in the computation of equity. |
Acquisition Costs | Acquisition Costs Acquisition costs reflect the direct expenses attributable to mergers and acquisitions activities. These include professional services, travel costs, and expenses for incentives paid to executives and key employees associated with completed acquisitions under the Acquisition Incentive Plan. |
Advance on Facilitation Agreement | Advance on Facilitation Agreement The company paid an advance of $2.0 million concurrent with the execution of a Managing Producer Agreement, for the purpose of initiating additional programs with certain carrier clients. The advance is subject to a clawback provision related to performance under the agreement effective eighteen months from the execution date of October 29, 2015. |
Stock Based Compensation | Stock Based Compensation We recognize compensation expense for awards of equity instruments to employees based on the grant-date fair value of those awards, with limited exceptions, over the requisite service period. |
Earnings per Share | 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, stock-based awards of restricted shares and stock options, and contingent shares attributable to deferred purchase consideration. |
JOBS Act | JOBS Act The JOBS Act contains provisions that, among other things, allows an emerging growth company to take advantage of specified reduced reporting requirements. In particular, the JOBS Act provides that an emerging growth company can utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We have elected to take advantage of such extended transition period, and, as a result, we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for companies that are not emerging growth companies. |
Recently Issued Financial Accounting Standards | Recently Issued Financial Accounting Standards In February, 2016 The FASB issued an Accounting Standards Update (ASU) intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. The ASU will require organizations that lease assets—referred to as “lessees”—to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current Generally Accepted Accounting Principles (GAAP), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP—which requires only capital leases to be recognized on the balance sheet—the new ASU will require both types of leases to be recognized on the balance sheet. The ASU also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The ASU on leases will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other organizations, the ASU on leases will take effect for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. Early application will be permitted for all organizations. The company is currently reviewing the impact that implementing this ASU will have. In November 2015, the FASB issued new accounting guidance related to income taxes, which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The updated standard is effective for us beginning on January 1, 2017 with early application permitted as of the beginning of any interim or annual reporting period. We plan to adopt the new guidance in 2016, which is not expected to have a material impact on our consolidated financial statements other than reclassifying current deferred tax assets and liabilities to noncurrent in the balance sheet. See Note 16 to our consolidated financial statements for a discussion on income tax balances 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. 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 (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Summary of Unaudited Pro Forma Historical Results | The following is a summary of the unaudited pro forma historical results, as if these entities and the 2014 acquisitions described below had been acquired at January 1, 2014 (in thousands, except per share data): For the Year Ended December 31, In thousands (except per share data) 2015 2014 Total revenues 235,248 197,449 Net (loss) income (4,260 ) 13,545 Basic net (loss) income per share $ (0.16 ) $ 0.86 Diluted net (loss) income per share (0.16 ) 0.86 |
2015 Acquisitions | |
Business Acquisition [Line Items] | |
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 $ — $ — $ — $ 2,435 $ 3,000 $ 3,534 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 4,456 1,433 1,500 9,228 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) 1,184 — — — 216 300 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) 2,480 — 2,061 — 3,400 4,675 5,880 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) 28,739 10,898 2,679 1,672 — — 41,309 Total $ 83,203 $ 10,898 $ 15,303 $ 6,128 $ 11,556 $ 15,005 $ 111,784 |
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 December 31, 2015: In thousands Total Assets Acquired: Cash $ 2,316 Restricted cash 6,591 Accounts receivable 4,840 Fixed assets 2,002 Other assets 2,272 Goodwill 56,648 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 127,064 Liabilities assumed 15,280 Total net assets acquired $ 111,784 |
GUI | |
Business Acquisition [Line Items] | |
Summary of Purchase Prices of Businesses Acquired | The total purchase price was comprised of the following consideration (in thousands): In thousands Cash $ 30,000 Note receivable from related party, including accrued interest thereon, transferred to GUI 28,821 Certain receivable balances transferred to GUI, net of allowance for uncollectible fee income receivable of $2,544 — Less settlement of amounts payable to GUI (3,744 ) Total Purchase Price $ 55,077 |
Aggregate Estimated Fair Values of the Net Assets Acquired | The carrying amounts of the net identifiable assets acquired were as follows as of August 6, 2014 (in thousands): In thousands Capitalized policy and claims administration software development costs $ 13,645 Computer equipment, furniture and fixtures 2,947 Leasehold improvements 2,291 Total fixed assets 18,883 Less accumulated depreciation (7,444 ) Gross identifiable assets acquired 11,439 Less capital lease obligation assumed, including accrued interest thereon (5,512 ) Net Identifiable Assets Acquired $ 5,927 |
Consideration Paid in Excess of Carrying Amounts for Net Assets Acquired | The consideration paid in excess of GUI’s carrying amounts for the net assets acquired as of August 6, 2014, which was charged to equity as a deemed dividend, was as follows (in thousands): In thousands Total consideration $ 55,077 Less net identifiable assets acquired (5,927 ) Deemed dividend 49,150 Deferred tax asset (19,114 ) Valuation allowance 6,258 Net Deemed Dividend $ 36,294 |
SPV2 | |
Business Acquisition [Line Items] | |
Consideration Paid in Excess of Carrying Amounts for Net Assets Acquired | The consideration paid in excess of SPV2’s carrying amounts for the net assets acquired as of August 6, 2014, which was charged to equity as a deemed dividend, was as follows (in thousands): In thousands Total consideration $ 19,971 Less net identifiable assets acquired (7,721 ) Deemed dividend $ 12,250 |
PCM | |
Business Acquisition [Line Items] | |
Aggregate Estimated Fair Values of the Net Assets Acquired | The fair value of net identifiable tangible and intangible assets, as of the acquisition date, was as follows (in thousands): In thousands Cash $ 912 Fee income receivable 413 Fee income receivable from related party 3,142 Income tax recoverable 186 Deferred tax asset 967 Other assets 572 Total Current Assets 6,192 Fixed assets, net 99 Intangible assets 34,800 Total Assets 41,091 Accounts payable and accrued expenses (1,309 ) Deferred tax liability (13,920 ) Net Identifiable Assets Acquired $ 25,862 |
Goodwill Recognized | Goodwill as of August 6, 2014, recognized as a result of the acquisition, was as follows (in thousands): In thousands Total consideration $ 77,402 Less net identifiable assets acquired (25,862 ) Goodwill $ 51,540 |
Equity and Fixed Income Secur30
Equity and Fixed Income Securities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Major Classes of Investments | As of December 31, 2015, our major classes of investments consisted of the following: As of December 31, 2015 In thousands Cost Basis Unrealized Gains Unrealized Losses Fair Value Equity and Fixed Income Security Investments Common and preferred stocks $ 429 $ — $ (45 ) $ 384 Corporate notes and bonds 2,939 — (150 ) 2,789 Total $ 3,368 $ — $ (195 ) $ 3,173 |
Fixed Assets And Other Long T31
Fixed Assets And Other Long Term Assets(Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fixed Assets And Other Long Term Assets [Abstract] | |
Major Classes of Fixed Assets | As of December 31, 2015 and 2014, major classes of fixed assets consist of the following (in thousands): As of December 31, In thousands 2015 2014 Fixed Assets Computer equipment, software and furniture and fixtures $ 8,124 $ 5,722 Building 1,428 - Leasehold improvements 3,733 2,545 Total fixed assets 13,285 8,267 Less accumulated depreciation and amortization (8,193 ) (6,388 ) Fixed assets, net of accumulated depreciation and amortization $ 5,092 $ 1,879 |
Other Long Term Assets | As of December 31, 2015 and 2014, other long term assets consisted of the following (in thousands): As of December 31, In thousands 2015 2014 Other long term assets Capitalized policy and claims administration system development costs $ 17,712 $ 13,093 Less accumulated depreciation (6,284 ) (3,251 ) Other long term assets, net of accumulated depreciation $ 11,428 $ 9,842 |
Goodwill and Other Intangible32
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill | Changes in goodwill are summarized as follows: As of December 31, In thousands 2015 2014 Goodwill Balance at January 1, 2015 and 2014 $ 61,493 $ 9,953 Goodwill acquired during the year 56,648 51,540 Balance as of December 31, 2015 and 2014 $ 118,141 $ 61,493 |
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: December 31, 2015 December 31, 2014 In thousands Gross Asset Accumulated Amortization Net Asset Gross Asset Accumulated Amortization Net Asset Intangible Assets Service contracts $ 35,120 $ (6,204 ) $ 28,916 $ 34,800 $ (1,812 ) $ 32,988 Customer and carrier relationships 31,039 (1,947 ) 29,092 — — — Non-compete agreements 4,739 (1,505 ) 3,234 — — — Developed technology 13,268 (1,647 ) 11,621 — — — Trade names 3,029 (211 ) 2,818 — — — Total $ 87,195 $ (11,514 ) $ 75,681 $ 34,800 $ (1,812 ) $ 32,988 |
Schedule of Estimated Future Amortization Expense of Intangible Assets | As of December 31, 2015 the table below is the estimated amortization expense for the Company’s intangible assets for each of the next five years and thereafter: In thousands December 31, 2015 Amortization expense 2016 $ 12,953 2017 11,438 2018 10,599 2019 10,599 2020 8,958 Thereafter 21,134 Total $ 75,681 |
Notes Payable and Lines of Cr33
Notes Payable and Lines of Credit (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes payable, including accrued interest thereon, were comprised of the following (in thousands): As of December 31, In thousands 2015 2014 BMO Senior Secured Term Loans $ 106,500 $ — PennantPark Loan Agreement — 63,285 UBS Credit Agreement — 56,288 Gross Notes Payable and Current Portion of Notes Payable 106,500 119,573 Less original issue discount — (3,085 ) Less value attributable to stock warrants — (5,667 ) Notes Payable and Current Portion of Notes Payable 106,500 110,821 Less current portion of notes payable (5,500 ) (15,782 ) Notes Payable $ 101,000 $ 95,039 |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Capital Lease Obligations | |
Debt Instrument [Line Items] | |
Schedule of Future Payments on Capital Lease Obligations Based on Interest Rate Swap Rate | The Company’s obligations for future payments on the capital lease as of December 31, 2015, based on the interest rate swap rate in effect on that date, are as follows: In thousands Principal Interest Total Payments on Capital Lease 2016 2,232 43 2,275 Total $ 2,232 $ 43 $ 2,275 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Components of Basic and Diluted EPS | The components of basic and diluted EPS are as follows: For the Year Ended December 31, In thousands (except earnings per share) 2015 2014 2013 Basic net earnings (loss) per share Net income (loss) available to common shareholders $ (5,375 ) $ 10,414 $ (6,186 ) Weighted average number of common shares outstanding 26,425 15,754 14,288 Basic net earnings (loss) per share $ (0.20 ) $ 0.66 $ (0.43 ) Diluted net earnings (loss) per share Net income (loss) available to common shareholders $ (5,375 ) $ 10,414 $ (6,186 ) Adjustments to net income (loss) applicable to dilutive shares — — — Net earnings (loss) attributable to diluted shares $ (5,375 ) $ 10,414 $ (6,186 ) Weighted average number of common shares outstanding 26,425 15,754 14,288 Dilutive effect of warrants, options, and restricted shares using the treasury stock method — — — Weighted average number of common and common equivalent shares outstanding 26,425 15,754 14,288 Diluted net earnings (loss) per share $ (0.20 ) $ 0.66 $ (0.43 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, In thousands 2015 Expected dividend yield 0 % Risk-free interest rate (1) 0.49 % Expected volatility (2) 33.02 % Expected life in years (3) 3.0 (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 | Option activity for the twelve months ended December 31, 2015 was as follows: 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 1,378 $ 14.47 Options exercised — $ — Options cancelled or forfeited (173 ) $ 14.90 Options outstanding at December 31, 2015 1,205 $ 14.41 9.2 $ — Options expected to vest at December 31, 2015 1,205 $ 14.41 9.2 $ — Options exercisable at December 31, 2015 40 $ 14.00 9.2 $ — |
Summary of Grants of Restricted Shares | Grants of restricted shares for the twelve months ended December 31, 2015 were as follows: In thousands, except weighted-average fair value price Number of Shares Weighted-Average Grant-Date Fair Value Unvested restricted shares outstanding at December 31, 2014 — $ — Restricted shares granted 908 $ 14.41 Restricted shares vested (311 ) $ 14.00 Restricted shares forfeited (43 ) $ 14.59 Unvested restricted shares outstanding as of December 31, 2015 554 $ 14.63 |
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 200 $ 14.96 Restricted stock units vested — $ — Restricted stock units forfeited (31 ) $ 14.70 Unvested restricted stock units outstanding as of December 31, 2015 169 $ 15.03 |
Fair Value Measurement of Fin37
Fair Value Measurement of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurement of Equity and fixed Income Security Investments | The Company’s equity and fixed income security investments and forward purchase assets for which carrying values were equal to fair values, classified by level within the fair value hierarchy, were as follows as of December 31, 2015: Fair Value Measurement, Using December 31, 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 $ 384 $ — $ — $ 384 Corporate notes and bonds 2,789 — — 2,789 Forward purchase asset — — 28,120 28,120 Total $ 3,173 $ — $ 28,120 $ 31,293 The Company’s earnout payable on acquisitions, deferred purchase consideration, 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 December 31, 2015 and 2014: Fair Value Measurement, Using December 31, 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 $ — $ — $ 12,383 $ 12,383 Deferred purchase consideration — — 6,128 6,128 Warrant redemption liability — — 28,120 28,120 Total $ — $ — $ 46,631 $ 46,631 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 Assets | The following is a reconciliation of the fair value of the Company’s financial assets that were measured using significant unobservable (Level 3) inputs: Year Ended December 31, 2015 (in thousands) Forward Purchase Asset Fair value, January 1, 2015 $ — Record fair value of forward purchase asset 27,300 Record increase in fair value of forward purchase asset 820 Fair Value, December 31, 2015 $ 28,120 |
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: Year Ended December 31, 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 18,808 — — 18,808 Increase in fair value of earnout payable 827 — — 827 Earnout payments made (7,252 ) — — (7,252 ) Record deferred purchase consideration on acquisitions — 15,762 — 15,762 Payments made on deferred purchase consideration — (9,634 ) — (9,634 ) Exercise of PennantPark warrants — — (9,995 ) (9,995 ) Decrease in fair value of PennantPark warrant redemption liability — — (1,385 ) (1,385 ) Contribute remaining Pennant Park liability due to equity warrants — — (1,499 ) (1,499 ) Record fair value of Series A and B warrant liability — — 27,300 27,300 Record increase in fair value of Series A and B warrant liability — — 820 820 Fair Value, December 31, 2015 $ 12,383 $ 6,128 $ 28,120 $ 46,631 Year Ended December 31, 2014 (in thousands) Earnout Payable Deferred Purchase Consideration Warrant Redemption Liability Total Fair value, January 1, 2014 $ — $ — $ 6,934 $ 6,934 Warrants subject to redemption liability issued — — 4,122 4,122 Increase in fair value of common stock and warrant redemption liability — — 1,823 1,823 Fair Value, December 31, 2014 $ — $ — $ 12,879 $ 12,879 |
Commitment and Contingencies (T
Commitment and Contingencies (Table) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Long-term Debt and Contractual Commitments | The table below provides information with respect to our long-term debt and contractual commitments as of December 31, 2015: Payments Due by Period In thousands 2016 2017 2018 2019 2020 Thereafter Total Long-term debt obligations $ 5,500 $ 7,562 $ 8,250 $ 10,313 $ 74,875 $ — $ 106,500 Short-term revolver debt obligations — — — — 18,032 — 18,032 Interest on debt 4,272 4,049 3,778 3,459 70 — 15,628 Acquisition earnouts 10,556 1,827 — — — — 12,383 Deferred purchase consideration 6,128 — — — — — 6,128 Operating lease obligations 5,461 5,032 4,089 3,678 2,751 1,744 22,755 Capital lease obligation 2,275 — — — — — 2,275 Total contractual obligations $ 34,192 $ 18,470 $ 16,117 $ 17,450 $ 95,728 $ 1,744 $ 183,701 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Income Tax Provision (Benefits) | The components of the consolidated income tax provision are as follows: For the Year Ended December 31, In thousands 2015 2014 2013 Current income tax expense (benefit) $ 4,816 $ 12,270 $ (3,774 ) Deferred income tax expense before increase in valuation allowance (5,881 ) (651 ) 1,785 Net Income Tax Benefit before Increase in Valuation Allowance (1,065 ) 11,619 (1,989 ) Increase in valuation allowance 5,936 16 2,701 Net Income Tax Expense $ 4,871 $ 11,635 $ 712 |
Schedule of Reconciliation Provision for Income Taxes | A reconciliation of the provision for income taxes with the U.S. Federal statutory income tax rate is as follows (in thousands, except percentages): 2015 2014 2013 In thousands Amount Rate Amount Rate Amount Rate (Loss) Income before income tax expense $ (394 ) $ 22,094 $ (5,556 ) Income tax expense (benefit) at statutory federal rate (134 ) 34.0 % 7,733 35.0 % (1,889 ) 34.0 % State income tax (benefit), net of federal deduction 967 (245.4 ) 1,153 5.2 (63 ) 1.1 Tax effect of: Loss on exchange of units and warrants — — — — 52 (0.9 ) Gain on redemption of MCMC Units attributable to difference between tax basis and book basis — — 1,883 8.5 — — Expenses incurred in connection with acquisitions 24 (6.1 ) 247 1.1 — — Effect of rate change on deferred tax assets (1,438 ) 365.0 — — — — Amortization of loan discounts and loan costs — — — — 1,538 (27.7 ) PSI, PRS and Forza income passed through to the sole shareholder for federal tax purposes for the period January 1, 2013 to November 27, 2013 and the year ended December 31, 2012 — — — — (1,992 ) 35.9 Contego Services Group, Inc. loss passed through to the members for federal tax purposes for the period January 1, 2013 to November 27, 2013 and the year ended December 31, 2012 — — — — 51 (0.9 ) (Decrease) Increase in fair value of warrant redemption liability (471 ) 119.5 638 2.9 — — Gain on rescission and exchange agreement (207 ) 52.5 — — — — Deferred tax liability established effective November 27, 2013, attributable to goodwill arising from December 14, 2011 acquisition of PRS — — — — 291 (5.2 ) Patriot Captive Management (income) loss not subject to U.S. federal income taxes as a non-U.S.-domiciled company (102 ) 25.9 22 0.1 23 (0.4 ) Other items, net 296 (75.1 ) (57 ) (0.3 ) — — Actual Income Tax Expense (Benefit) before Increase in Valuation Allowance (1,065 ) 270.3 11,619 52.6 (1,989 ) 35.8 Increase in valuation allowance 5,936 (1,506.6 ) 16 0.1 2,701 (48.6 ) Actual Income Tax Expense $ 4,871 (1,236.3 ) % $ 11,635 52.7 % $ 712 (12.8 ) % |
Components of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities are as follows (in thousands): In thousands December 31, 2015 December 31, 2014 Deferred tax assets: Purchased intangibles $ 17,672 $ 19,114 Accrued liabilities and other deferred tax assets 3,648 351 Total deferred tax assets 21,320 19,465 Valuation allowance for deferred tax assets (12,194 ) (6,258 ) Deferred tax assets 9,126 13,207 Deferred tax liabilities: Nondeductible amortizable intangible assets 9,126 13,195 Depreciable fixed assets — 12 Total deferred tax liabilities $ 9,126 $ 13,207 Net deferred tax liabilities $ — $ — |
Pro Forma [Member] | |
Schedule of Income Tax Provision (Benefits) | The pro forma net income tax benefit is comprised of the following: For the Year Ended December 31, In thousands 2013 Current income tax benefit $ (2,174 ) Deferred income tax expense before increase in valuation allowance 1,565 Net Income Tax Benefit before Increase in Valuation Allowance (609 ) Increase in valuation allowance 2,701 Net Income Tax Expense $ 2,092 |
Schedule of Reconciliation Provision for Income Taxes | The Company’s pro forma income tax rates, expressed as a percent of net income before income tax expense, vary from statutory federal income tax rates due to the following: 2013 In thousands Amount Rate (Loss) Income before income tax expense $ (5,556 ) Income tax expense (benefit) at statutory federal rate (1,889 ) 34.0 State income tax (benefit), net of federal deduction (20 ) 0.4 Tax effect of: Loss on exchange of units and warrants 52 (0.9 ) Amortization of loan discounts and loan costs 1,677 (30.2 ) Difference in tax basis of net identifiable liabilities assumed in acquisition pursuant to Internal Revenue Code §338(h)(10) election (492 ) 8.9 Patriot Captive Management (income) loss not subject to U.S. federal income taxes as a non-U.S.-domiciled company 23 (0.4 ) Other items, net 40 (0.7 ) Actual Income Tax Expense (Benefit) before Increase in Valuation Allowance (609 ) 11.0 Increase in valuation allowance 2,701 (48.6 ) Actual Income Tax Expense $ 2,092 (37.7 ) |
Quarterly Operating Results (40
Quarterly Operating Results (unaudited) (Table) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Operating Results (unaudited) | Quarterly operating results for 2015 and 2014 were as follows (in thousands, except per share data): For the Year Ended December 31, In thousands 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2015 Total fee income and fee income from related party $ 42,992 $ 47,388 $ 58,532 $ 60,852 Total revenues $ 42,993 $ 47,332 $ 58,523 $ 60,872 Total expenses 51,146 45,987 53,345 59,636 Net (loss) income before income tax expense $ (8,153 ) $ 1,345 $ 5,178 $ 1,236 Net (Loss) Income (4,816 ) 1,020 3,788 (5,367 ) Basic net (loss) income per share $ (0.19 ) $ 0.04 $ 0.14 $ (0.19 ) Diluted net (loss) income per share $ (0.19 ) $ 0.04 $ 0.14 $ (0.19 ) 2014 Total fee income and fee income from related party $ 15,599 $ 15,453 $ 31,433 $ 40,245 Total revenues $ 15,808 $ 15,742 $ 45,469 $ 40,245 Total expenses 13,348 20,955 19,440 41,427 Net income (loss) before income tax expense $ 2,460 $ (5,213 ) $ 26,029 $ (1,182 ) Net Income (Loss) 1,502 (5,597 ) 16,902 (2,393 ) Basic net income (loss) per share $ 0.11 $ (0.39 ) $ 1.03 $ (0.13 ) Diluted net income (loss) per share $ 0.10 $ (0.39 ) $ 0.46 $ (0.13 ) (1) Year over year quarterly as well as quarter to quarter results may not be comparable due to timing of the inclusion of acquistions. (2) The sum of quarterly EPS may not agree with the years’ EPS. |
Valuation and Qualifying Acco41
Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Valuation and Qualifying Accounts Deducted From Assets | Valuation and qualifying accounts deducted from the assets to which they apply: In thousands Balance at Beginning of Period Provision for Doubtful Accounts Deductions Balance at End of Period 2015 Total - allowance for uncollectible fee income receivable $ 136 $ 351 $ (232 ) $ 255 2014 Total - allowance for uncollectible fee income receivable $ 2,544 $ 502 $ (2,910 ) $ 136 |
Description of Business and B42
Description of Business and Basis of Presentation - Additional Information (Details) - Services | Dec. 31, 2015 | Feb. 05, 2015 |
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% | 98.80% |
Summary of Significant Accoun43
Summary of Significant Accounting Policies and Recently Issued Financial Accounting Standards - Additional Information (Details) | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)Segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Allowance for estimated commission income | $ 351,000 | $ 502,000 | $ 2,544,000 | |
Fixed assets, basis of valuation | Fixed assets are stated at cost, less accumulated depreciation | |||
Impairment of goodwill | $ 0 | 0 | ||
Cumulative net loss from foreign subsidiary | 300,000 | |||
Allowance for doubtful accounts | $ 100,000 | $ 300,000 | $ 100,000 | |
Business operating segments | Segment | 1 | |||
Public offering costs | $ 1,229,000 | |||
Advance on facilitation agreement | 2,000,000 | |||
Facilitation Agreement | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Advance on facilitation agreement | $ 2,000,000 | |||
Effective period for agreement advance payment | 18 months | |||
Execution date of agreement | Oct. 29, 2015 | |||
Furniture and Fixtures | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 7 years | |||
Computer Equipment | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 5 years | |||
Capitalized Policy and Claims Administration System Development Costs | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 5 years | |||
GUI | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Termination effective date | Aug. 6, 2014 | |||
Allowance for estimated commission income | $ 1,500,000 | $ 3,300,000 | ||
Related party transaction, description of transaction | We also generate fee income for establishing and administering segregated portfolio cell reinsurance arrangements for reinsurers that assume a portion of the underwriting risk from our insurance carrier clients, based on a flat annual fee which is recognize as revenue on a pro rata basis | |||
Claims Administrative Services | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Obligation to administer claims period | 24 months |
Business Combinations - Additio
Business Combinations - Additional Information (Details) | Nov. 20, 2015USD ($)shares | Aug. 21, 2015USD ($)shares | Apr. 17, 2015USD ($) | Aug. 06, 2014USD ($)shares | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)Business | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 02, 2014 |
Business Acquisition [Line Items] | |||||||||||||||||
Number Of Businesses Acquired | Business | 17 | ||||||||||||||||
Business acquisition, earnout payable | $ 12,400,000 | $ 12,400,000 | |||||||||||||||
Business acquisition, maximum potential earnout payable | 15,005,000 | 15,005,000 | |||||||||||||||
Business acquisition, recorded earnout payable | 11,556,000 | 11,556,000 | |||||||||||||||
Increase in fair value of earn-out liability | 827,000 | ||||||||||||||||
Business acquisition, cash paid | 83,203,000 | ||||||||||||||||
Business acquisition, stock issued | 10,898,000 | ||||||||||||||||
Total revenues | 60,872,000 | $ 58,523,000 | $ 47,332,000 | $ 42,993,000 | $ 40,245,000 | $ 45,469,000 | $ 15,742,000 | $ 15,808,000 | 209,720,000 | $ 117,264,000 | $ 55,910,000 | ||||||
Business acquisition, deferred purchase consideration | 6,128,000 | ||||||||||||||||
Asset impairment charges | 0 | 0 | |||||||||||||||
Total Revenue | 36,000,000 | ||||||||||||||||
Net income or loss | 2,000,000 | ||||||||||||||||
Total purchase price | 111,784,000 | ||||||||||||||||
Valuation allowance | 12,194,000 | $ 6,258,000 | 12,194,000 | 6,258,000 | |||||||||||||
Net gains (losses) on investments | (179,000) | 14,038,000 | $ (50,000) | ||||||||||||||
Global HR Research LLC | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business acquisition, cash paid | $ 28,700,000 | $ 24,000,000 | 28,739,000 | ||||||||||||||
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 | 71,895 | 94,451 | |||||||||||||||
Business acquisition, deferred purchase consideration, shares | shares | 618,478 | ||||||||||||||||
Business acquisition, deferred purchase consideration, cash | $ 10,477,017 | 1,200,000 | |||||||||||||||
Business acquisition deferred consideration cash paid | $ 5,200,000 | ||||||||||||||||
Business acquisition deferred consideration number of shares issued | shares | 309,239 | ||||||||||||||||
Business acquisition, stock issued | $ 10,900,000 | $ 10,898,000 | |||||||||||||||
Business acquisition equity interests number of shares held in escrow cancelled | shares | 22,556 | ||||||||||||||||
Business acquisition, deferred purchase consideration, description | The Deferred Consideration was subsequently paid to In Touch Holdings LLC, one of the former principal stockholders of Global HR, on November 20, 2015 for $5.2 million in cash and 309,239 shares of our common stock, raising “Cash Paid” to $28.7 million and “Stock Issued” to $10.9 million. Additionally, 22,556 shares of the 94,451 shares of stock consideration that were held in escrow have been cancelled as settlement of a working capital reconciliation pursuant to the purchase agreement. 71,895 shares of the stock consideration remain held for issuance on the anniversary of the acquisition. 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 | $ 1,672,000 | ||||||||||||||||
Business acquisition, deferred purchase consideration amount held in escrow | 500,000 | ||||||||||||||||
Total purchase price | $ 42,000,000 | 41,309,000 | |||||||||||||||
TriGen Holding Group, Inc | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business acquisition, maximum potential earnout payable | 1,500,000 | 1,500,000 | |||||||||||||||
Business acquisition, recorded earnout payable | $ 1,433,000 | 1,433,000 | |||||||||||||||
Business acquisition, cash paid | 3,340,000 | ||||||||||||||||
Business acquisition, deferred purchase consideration | 4,456,000 | ||||||||||||||||
Total purchase price | $ 9,228,000 | ||||||||||||||||
GUI | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business acquisition, cash paid | $ 30,000,000 | ||||||||||||||||
Total purchase price | 55,077,000 | ||||||||||||||||
Deferred tax assets | 19,114,000 | ||||||||||||||||
Valuation allowance | 6,258,000 | ||||||||||||||||
Reduction in deemed dividend | 12,900,000 | ||||||||||||||||
Carrying value of net identifiable assets acquired | 5,927,000 | ||||||||||||||||
SPV2 | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business acquisition, cash paid | $ 471,000 | ||||||||||||||||
Business acquisition, stock consideration | shares | 3,043,485 | ||||||||||||||||
Business acquisition, stock issued | $ 19,500,000 | ||||||||||||||||
Total purchase price | 19,971,000 | ||||||||||||||||
Carrying value of net identifiable assets acquired | $ 7,721,000 | ||||||||||||||||
Outstanding common shares | 100.00% | ||||||||||||||||
MCRS Holdings, Inc. | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business acquisition, cash paid | $ 52,500,000 | ||||||||||||||||
Total purchase price | $ 77,400,000 | ||||||||||||||||
Outstanding common shares | 100.00% | ||||||||||||||||
Working Capital | $ 3,300,000 | ||||||||||||||||
Maximum | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
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 | ||||||||||||||||
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 | ||||||||||||||||
Fiscal year 2016 | Global HR Research LLC | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Stock consideration and deferred stock consideration percentage | 10.00% | ||||||||||||||||
Fiscal year 2016 | Maximum | Global HR Research LLC | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Total revenues | $ 12,800,000 | ||||||||||||||||
MCMC Holdings, LLC | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of outstanding membership units | 100.00% | ||||||||||||||||
MCMC Holdings, LLC | MCRS Holdings, Inc. | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Fair value of MCMC Units | 21,600,000 | ||||||||||||||||
Carrying value of MCMC Units | $ 7,700,000 | ||||||||||||||||
Net gains (losses) on investments | $ 13,900,000 | ||||||||||||||||
MPCS | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Purchase consideration on acquisition of business | $ 1,500,000 | ||||||||||||||||
MPCS | Subsidiary Issuer | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of ownership interest granted from subsidiary company | 51.00% |
Business Combinations - Summary
Business Combinations - Summary of Purchase Prices of Businesses Acquired (Details) - USD ($) | Nov. 20, 2015 | Aug. 21, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Business acquisition, cash paid | $ 83,203,000 | ||
Business acquisition, stock issued | 10,898,000 | ||
Business acquisition, accrued liability | 15,303,000 | ||
Business acquisition, deferred purchase consideration | 6,128,000 | ||
Business acquisition, recorded earnout payable | 11,556,000 | ||
Business acquisition, maximum potential earnout payable | 15,005,000 | ||
Business acquisition, total recorded purchase price | 111,784,000 | ||
Phoenix Risk Management, Inc; January 31, 2015 | |||
Business Acquisition [Line Items] | |||
Business acquisition, cash paid | 1,099,000 | ||
Business acquisition, recorded earnout payable | 2,435,000 | ||
Business acquisition, maximum potential earnout payable | 3,000,000 | ||
Business acquisition, total recorded purchase price | 3,534,000 | ||
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 | 4,456,000 | ||
Business acquisition, recorded earnout payable | 1,433,000 | ||
Business acquisition, maximum potential earnout payable | 1,500,000 | ||
Business acquisition, total recorded purchase price | 9,228,000 | ||
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 | 1,184,000 | ||
Business acquisition, recorded earnout payable | 216,000 | ||
Business acquisition, maximum potential earnout payable | 300,000 | ||
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 | 2,480,000 | ||
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 | 5,880,000 | ||
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 | $ 28,700,000 | $ 24,000,000 | 28,739,000 |
Business acquisition, stock issued | $ 10,900,000 | 10,898,000 | |
Business acquisition, accrued liability | 2,679,000 | ||
Business acquisition, deferred purchase consideration | 1,672,000 | ||
Business acquisition, total recorded purchase price | $ 42,000,000 | $ 41,309,000 |
Business Combinations - Aggrega
Business Combinations - Aggregate Estimated Fair Values of the Net Assets Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Assets Acquired: | |||
Goodwill | $ 118,141 | $ 61,493 | $ 9,953 |
2015 Acquisitions | |||
Assets Acquired: | |||
Cash | 2,316 | ||
Restricted cash | 6,591 | ||
Accounts receivable | 4,840 | ||
Fixed assets | 2,002 | ||
Other assets | 2,272 | ||
Goodwill | 56,648 | ||
Intangible assets: | |||
Total intangible assets | 52,395 | ||
Total assets acquired | 127,064 | ||
Liabilities assumed | 15,280 | ||
Total net assets acquired | 111,784 | ||
2015 Acquisitions | Customer & carrier relationships | |||
Intangible assets: | |||
Total intangible assets | 31,039 | ||
2015 Acquisitions | Service contracts | |||
Intangible assets: | |||
Total intangible assets | 320 | ||
2015 Acquisitions | Non-compete agreements | |||
Intangible assets: | |||
Total intangible assets | 4,739 | ||
2015 Acquisitions | Developed technology | |||
Intangible assets: | |||
Total intangible assets | 13,268 | ||
2015 Acquisitions | Trade name portfolio | |||
Intangible assets: | |||
Total intangible assets | $ 3,029 |
Business Combinations - Summa47
Business Combinations - Summary of Unaudited Pro Forma Historical Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | ||
Total revenues | $ 235,248 | $ 197,449 |
Net (loss) income | $ (4,260) | $ 13,545 |
Basic net (loss) income per share | $ (0.16) | $ 0.86 |
Diluted net (loss) income per share | $ (0.16) | $ 0.86 |
Business Combinations - Total P
Business Combinations - Total Purchase Price (Details) - USD ($) $ in Thousands | Aug. 06, 2014 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | $ 83,203 | |
Total purchase price | $ 111,784 | |
GUI | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | $ 30,000 | |
Note receivable from related party, including accrued interest thereon, transferred to GUI | 28,821 | |
Less settlement of amounts payable to GUI | (3,744) | |
Total purchase price | $ 55,077 |
Business Combinations - Total49
Business Combinations - Total Purchase Price (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 06, 2014 |
Business Acquisition [Line Items] | |||
Allowance for doubtful accounts | $ 300 | $ 100 | |
GUI | |||
Business Acquisition [Line Items] | |||
Allowance for doubtful accounts | $ 2,544 |
Business Combinations - Summa50
Business Combinations - Summary of Carrying Amounts of the Net Identifiable Assets Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 06, 2014 |
Business Acquisition [Line Items] | |||
Less accumulated depreciation | $ (8,193) | $ (6,388) | |
GUI | |||
Business Acquisition [Line Items] | |||
Fixed assets | $ 18,883 | ||
Less accumulated depreciation | (7,444) | ||
Total assets acquired | 11,439 | ||
Less capital lease obligation assumed, including accrued interest thereon | (5,512) | ||
Net Identifiable Assets Acquired | 5,927 | ||
GUI | Capitalized Policy and Claims Administration Software Development Costs | |||
Business Acquisition [Line Items] | |||
Fixed assets | 13,645 | ||
GUI | Computer Equipment Furniture and Fixtures | |||
Business Acquisition [Line Items] | |||
Fixed assets | 2,947 | ||
GUI | Leasehold Improvements | |||
Business Acquisition [Line Items] | |||
Fixed assets | $ 2,291 |
Business Combinations - Conside
Business Combinations - Consideration Paid in Excess of Carrying Amounts for Net Assets Acquired (Details) - USD ($) $ in Thousands | Aug. 06, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Total purchase price | $ 111,784 | ||
Valuation allowance | $ 12,194 | $ 6,258 | |
GUI | |||
Business Acquisition [Line Items] | |||
Total purchase price | $ 55,077 | ||
Less net identifiable assets acquired | (5,927) | ||
Deemed dividend | 49,150 | ||
Deferred tax asset | (19,114) | ||
Valuation allowance | 6,258 | ||
Net Deemed Dividend | 36,294 | ||
SPV2 | |||
Business Acquisition [Line Items] | |||
Total purchase price | 19,971 | ||
Less net identifiable assets acquired | (7,721) | ||
Deemed dividend | $ 12,250 |
Business Combinations - Fair Va
Business Combinations - Fair Value of Net Identifiable Tangible and Intangible Assets (Details) - PCM $ in Thousands | Aug. 06, 2014USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 912 |
Fee income receivable | 413 |
Fee income receivable from related party | 3,142 |
Income tax recoverable | 186 |
Deferred tax asset | 967 |
Other assets | 572 |
Total Current Assets | 6,192 |
Fixed assets | 99 |
Total intangible assets | 34,800 |
Total assets acquired | 41,091 |
Accounts payable and accrued expenses | (1,309) |
Deferred tax liability | (13,920) |
Net Identifiable Assets Acquired | $ 25,862 |
Business Combinations - Goodwil
Business Combinations - Goodwill Recognized (Details) - USD ($) $ in Thousands | Aug. 06, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||||
Total purchase price | $ 111,784 | |||
Goodwill | $ 118,141 | $ 61,493 | $ 9,953 | |
PCM | ||||
Business Acquisition [Line Items] | ||||
Total purchase price | $ 77,402 | |||
Less net identifiable assets acquired | (25,862) | |||
Goodwill | $ 51,540 |
Equity and Fixed Income Secur54
Equity and Fixed Income Securities - Schedule of Major Classes of Investments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Equity and fixed income security investments, cost basis | $ 3,368,000 | |
Equity and fixed income security investments, Unrealized losses | (195,000) | |
Equity and fixed income security investments, fair value | 31,293,000 | $ 0 |
Quoted Prices in Active Markets for Identical Securities (Level 1) | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Equity and fixed income security investments, fair value | 3,173,000 | |
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, Unrealized losses | (45,000) | |
Equity and fixed income security investments, fair value | 384,000 | |
Common and preferred stocks | Quoted Prices in Active Markets for Identical Securities (Level 1) | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Equity and fixed income security investments, fair value | 384,000 | |
Corporate notes and bonds | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Equity and fixed income security investments, cost basis | 2,939,000 | |
Equity and fixed income security investments, Unrealized losses | (150,000) | |
Equity and fixed income security investments, fair value | 2,789,000 | |
Corporate notes and bonds | Quoted Prices in Active Markets for Identical Securities (Level 1) | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Equity and fixed income security investments, fair value | $ 2,789,000 |
Equity and Fixed Income Secur55
Equity and Fixed Income Securities - Additional Information (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Investments Debt And Equity Securities [Abstract] | ||
Equity and fixed income security investments | $ 31,293,000 | $ 0 |
Fixed Assets and Other Long T56
Fixed Assets and Other Long Term Assets - Additional Information (Details) | 12 Months Ended |
Dec. 31, 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 T57
Fixed Assets and Other Long Term Assets - Major Classes of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fixed Assets | ||
Fixed assets | $ 13,285 | $ 8,267 |
Less accumulated depreciation | (8,193) | (6,388) |
Fixed assets, net of accumulated depreciation and amortization | 5,092 | 1,879 |
Computer Equipment, Software and Furniture and Fixtures | ||
Fixed Assets | ||
Fixed assets | 8,124 | 5,722 |
Building | ||
Fixed Assets | ||
Fixed assets | 1,428 | |
Leasehold Improvements | ||
Fixed Assets | ||
Fixed assets | $ 3,733 | $ 2,545 |
Fixed Assets and Other Long T58
Fixed Assets and Other Long Term Assets - Other Long Term Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other long term assets | ||
Capitalized policy and claims administration system development costs | $ 17,712 | $ 13,093 |
Less accumulated depreciation | (6,284) | (3,251) |
Other long term assets, net of accumulated depreciation | $ 11,428 | $ 9,842 |
Goodwill and Other Intangible59
Goodwill and Other Intangible Assets - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2015USD ($)Business | Dec. 31, 2014USD ($) | |
Goodwill And Other Intangible Assets [Line Items] | ||
Impairment of goodwill | $ 0 | $ 0 |
Goodwill acquired in acquisition | $ 56,648,000 | 51,540,000 |
Number Of Businesses Acquired | Business | 17 | |
Intangible assets acquired in acquisition | $ 52,400,000 | |
Patriot Care, Inc | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Goodwill acquired in acquisition | $ 51,500,000 |
Goodwill and Other Intangible60
Goodwill and Other Intangible Assets - Summary of Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Balance at January 1, 2015 and 2014 | $ 61,493 | $ 9,953 |
Goodwill acquired during the year | 56,648 | 51,540 |
Balance as of December 31, 2015 and 2014 | $ 118,141 | $ 61,493 |
Goodwill and Other Intangible61
Goodwill and Other Intangible Assets - Schedule of Intangible Assets, their Original Fair Value, and their Net Book Values (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | $ 87,195 | $ 34,800 |
Accumulated amortization | (11,514) | (1,812) |
Net asset | 75,681 | 32,988 |
Service contracts | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 35,120 | 34,800 |
Accumulated amortization | (6,204) | (1,812) |
Net asset | 28,916 | $ 32,988 |
Customer & carrier relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 31,039 | |
Accumulated amortization | (1,947) | |
Net asset | 29,092 | |
Non-compete agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 4,739 | |
Accumulated amortization | (1,505) | |
Net asset | 3,234 | |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 13,268 | |
Accumulated amortization | (1,647) | |
Net asset | 11,621 | |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 3,029 | |
Accumulated amortization | (211) | |
Net asset | $ 2,818 |
Goodwill and Other Intangible62
Goodwill and Other Intangible Assets - Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Amortization expense | ||
2,016 | $ 12,953 | |
2,017 | 11,438 | |
2,018 | 10,599 | |
2,019 | 10,599 | |
2,020 | 8,958 | |
Thereafter | 21,134 | |
Net asset | $ 75,681 | $ 32,988 |
Notes Payable and Lines of Cr63
Notes Payable and Lines of Credit - Notes Payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 06, 2014 |
Debt Instrument [Line Items] | |||
Notes payable, Gross | $ 106,500 | $ 119,573 | |
Less original issue discount | (3,085) | ||
Less value attributable to stock warrants | (5,667) | ||
Notes Payable and Current Portion of Notes Payable | 106,500 | 110,821 | |
Less current portion of notes payable | (5,500) | (15,782) | |
Notes payable | 101,000 | 95,039 | |
BMO Senior Secured Term Loans | |||
Debt Instrument [Line Items] | |||
Notes payable, Gross | $ 106,500 | ||
PennantPark Loan Agreement | |||
Debt Instrument [Line Items] | |||
Notes payable, Gross | 63,285 | ||
UBS Credit Agreement | |||
Debt Instrument [Line Items] | |||
Notes payable, Gross | $ 56,288 | $ 57,000 |
Notes Payable and Lines of Cr64
Notes Payable and Lines of Credit - Senior Secured Credit Facility - Additional Information (Details) - USD ($) | Aug. 14, 2015 | Jan. 22, 2015 | Dec. 31, 2015 |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Amount borrowed under credit agreement | $ 40,000,000 | $ 18,000,000 | |
Increase in size of credit facility | 20,000,000 | ||
Line of credit facility, available borrowing amount | $ 22,000,000 | ||
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 | $ 124,500,000 | ||
Credit facility term | 5 years | ||
Credit facility covenant terms | (i) a maximum total leverage ratio of total outstanding debt to adjusted EBITDA for the most recently-ended four fiscal quarters of no more than 300% and (ii) a minimum fixed charge coverage ratio of adjusted EBITDA to the sum of cash interest expense (which amount shall be calculated on an annualized basis for the three-, six-, and nine-month periods 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 | Maximum | |||
Debt Instrument [Line Items] | |||
Increase on margins on loans and fees, percentage | 2.00% | ||
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% | ||
Senior Secured Credit Facility Second Amendment | |||
Debt Instrument [Line Items] | |||
Increase in size of credit facility | $ 50,000,000 | ||
Increase in term loan facility | 50,000,000 | ||
Debt covenant adjusted EBITDA | 70,000,000 | ||
Debt covenant outstanding revolving loans | $ 30,000,000 | ||
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. | ||
Senior Secured Credit Facility Second Amendment | Maximum | |||
Debt Instrument [Line Items] | |||
Debt covenant total leverage ratio | 225.00% | ||
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 | $ 106,500,000 |
Notes Payable and Lines of Cr65
Notes Payable and Lines of Credit - UBS Credit Agreement - Additional Information (Details) - UBS Credit Agreement - USD ($) $ in Millions | Aug. 06, 2014 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Credit facility term | 5 years | |
Aggregate principal amount | $ 57 | |
Debt instrument maturity date | Aug. 6, 2019 | Aug. 6, 2019 |
Capital Lease Obligations - Add
Capital Lease Obligations - Additional Information (Details) | 12 Months Ended |
Dec. 31, 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 | Dec. 31, 2015USD ($) |
Principal | |
2,016 | $ 2,232 |
Total | 2,232 |
Interest | |
2,016 | 43 |
Total | 43 |
Payments on Capital Lease | |
2,016 | 2,275 |
Total | $ 2,275 |
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 | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Basic net earnings (loss) per share | |||||||||||
Net income (loss) available to common shareholders | $ (5,367) | $ 3,788 | $ 1,020 | $ (4,816) | $ (2,393) | $ 16,902 | $ (5,597) | $ 1,502 | $ (5,375) | $ 10,414 | $ (6,186) |
Weighted average number of common shares outstanding | 26,425 | 15,754 | 14,288 | ||||||||
Basic net earnings (loss) per share | $ (0.19) | $ 0.14 | $ 0.04 | $ (0.19) | $ (0.13) | $ 1.03 | $ (0.39) | $ 0.11 | $ (0.20) | $ 0.66 | $ (0.43) |
Diluted net earnings (loss) per share | |||||||||||
Net income (loss) available to common shareholders | $ (5,367) | $ 3,788 | $ 1,020 | $ (4,816) | $ (2,393) | $ 16,902 | $ (5,597) | $ 1,502 | $ (5,375) | $ 10,414 | $ (6,186) |
Net earnings (loss) attributable to diluted shares | $ (5,375) | $ 10,414 | $ (6,186) | ||||||||
Weighted average number of common shares outstanding | 26,425 | 15,754 | 14,288 | ||||||||
Weighted average number of common and common equivalent shares outstanding | 26,425 | 15,754 | 14,288 | ||||||||
Diluted net earnings (loss) per share | $ (0.19) | $ 0.14 | $ 0.04 | $ (0.19) | $ (0.13) | $ 0.46 | $ (0.39) | $ 0.10 | $ (0.20) | $ 0.66 | $ (0.43) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |||||||||||
Net loss | $ (5,367) | $ 3,788 | $ 1,020 | $ (4,816) | $ (2,393) | $ 16,902 | $ (5,597) | $ 1,502 | $ (5,375) | $ 10,414 | $ (6,186) |
Expense due to increase in fair value of warrants | $ 1,823 | ||||||||||
Basic net earnings (loss) per share | $ (0.19) | $ 0.14 | $ 0.04 | $ (0.19) | $ (0.13) | $ 1.03 | $ (0.39) | $ 0.11 | $ (0.20) | $ 0.66 | $ (0.43) |
Diluted net earnings (loss) per share | $ (0.19) | $ 0.14 | $ 0.04 | $ (0.19) | $ (0.13) | $ 0.46 | $ (0.39) | $ 0.10 | $ (0.20) | $ 0.66 | $ (0.43) |
Weighted Average | Employee Stock Option | |||||||||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |||||||||||
Weighted average number of shares not dilutive | 215,865 | ||||||||||
Weighted Average | Common Stock Warrants | |||||||||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |||||||||||
Weighted average number of shares not dilutive | 10,685 | 1,109,445 | 646,949 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2015USD ($)Installments$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock option vesting installments | Installments | 3 |
Number of stock options awarded | 1,377,848 |
Number of stock options forfeited | 173,139 |
Number of stock options outstanding | 1,204,709 |
Number of stock options exercisable | 39,706 |
Average exercisable price | $ / shares | $ 14 |
Number of unvested options | 1,165,003 |
Aggregate intrinsic value of options outstanding | $ | $ 0 |
Share based compensation | $ | $ 10,787,000 |
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 | $ | $ 1,700,000 |
Total unrecognized compensation cost related to unvested stock options | $ | $ 1,900,000 |
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 | $ | $ 7,900,000 |
Total unrecognized compensation cost related to unvested stock options | $ | $ 4,300,000 |
Weighted average period of recognition for costs not yet recognized | 2 years 3 months 18 days |
Restricted shares granted | 908,000 |
Restricted shares forfeited | 43,000 |
Restricted shares vested | 311,000 |
Unvested restricted shares outstanding at end of period | 554,000 |
Restricted Stock Awards | Directors Officers and Key Employees | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Restricted shares granted | 907,919 |
Restricted shares forfeited | 43,052 |
Restricted shares vested | 310,652 |
Unvested restricted shares outstanding at end of period | 554,215 |
Unvested restricted shares outstanding , total fair value | $ | $ 3,700,000 |
Restricted Stock Unit | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total unrecognized compensation cost related to unvested stock options | $ | $ 1,300,000 |
Weighted average period of recognition for costs not yet recognized | 2 years 3 months 18 days |
Restricted shares granted | 200,490 |
Restricted shares forfeited | 31,560 |
Unvested restricted shares outstanding at end of period | 168,930 |
Unvested restricted shares outstanding , total fair value | $ | $ 1,100,000 |
Share based compensation | $ | $ 1,100,000 |
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) | 12 Months Ended | |
Dec. 31, 2015 | ||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected dividend yield | 0.00% | |
Risk-free interest rate | 0.49% | [1] |
Expected volatility | 33.02% | [2] |
Expected life in years | 3 years | [3] |
[1] | The risk-free interest rate for the periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. | |
[2] | The expected volatility is a measure of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data. | |
[3] | The expected life is the period of time, on average, that participants are expected to hold their options before exercise based primarily on our historical data. |
Stock - Based Compensation - Sc
Stock - Based Compensation - Schedule of Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Number of Shares | |
Number of shares , options granted | shares | 1,377,848 |
Number of shares, options cancelled or forfeited | shares | (173,139) |
Number of shares, options outstanding, ending balance | shares | 1,204,709 |
Number of shares, options expected to vest at end of period | shares | 1,205,000 |
Number of shares, options exercisable at end of period | shares | 39,706 |
Weighted Average Exercise Price Per Share | |
Weighted average exercise price, Granted | $ / shares | $ 14.47 |
Weighted average exercise price, Canceled or Forfeited | $ / shares | 14.90 |
Weighted average exercise price, Outstanding at end of period | $ / shares | 14.41 |
Weighted average exercise price, Expected to vest | $ / shares | 14.41 |
Weighted average exercise price, Exercisable at end of period | $ / shares | $ 14 |
Weighted Average Remaining Contractual Term (In Years) | |
Weighted average remaining contractual term of Options Outstanding at end of period | 9 years 2 months 12 days |
Weighted average remaining contractual term of Options Expected to vest at end of period | 9 years 2 months 12 days |
Weighted average remaining contractual term of Options Exercisable at end of period | 9 years 2 months 12 days |
Aggregate Intrinsic Value | |
Aggregate intrinsic value of Options outstanding at December 31, 2015 | $ | $ 0 |
Stock-Based Compensation - Su73
Stock-Based Compensation - Summary of Grants of Restricted Shares (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Restricted Stock Awards | |
Number of Shares | |
Restricted shares granted | shares | 908,000 |
Restricted shares vested | shares | (311,000) |
Restricted shares forfeited | shares | (43,000) |
Unvested restricted shares outstanding as of December 31, 2015 | shares | 554,000 |
Weighted-Average Grant-Date Fair Value | |
Weighted-Average Grant-Date Fair Value, Restricted shares granted | $ / shares | $ 14.41 |
Weighted-Average Grant-Date Fair Value, Restricted shares vested | $ / shares | 14 |
Weighted-Average Grant-Date Fair Value, Restricted shares forfeited | $ / shares | 14.59 |
Weighted-Average Grant-Date Fair Value, Unvested restricted shares outstanding as of December 30, 2015 | $ / shares | $ 14.63 |
Restricted Stock Unit | |
Number of Shares | |
Restricted shares granted | shares | 200,490 |
Restricted shares forfeited | shares | (31,560) |
Unvested restricted shares outstanding as of December 31, 2015 | shares | 168,930 |
Weighted-Average Grant-Date Fair Value | |
Weighted-Average Grant-Date Fair Value, Restricted shares granted | $ / shares | $ 14.96 |
Weighted-Average Grant-Date Fair Value, Restricted shares forfeited | $ / shares | 14.70 |
Weighted-Average Grant-Date Fair Value, Unvested restricted shares outstanding as of December 30, 2015 | $ / shares | $ 15.03 |
Fair Value Measurement of Fin74
Fair Value Measurement of Financial Assets and Liabilities - Summary of Fair Value Measurement of Equity and fixed Income Security Investments (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity and fixed income security investments | $ 31,293,000 | $ 0 |
Common and preferred stocks | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity and fixed income security investments | 384,000 | |
Corporate notes and bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity and fixed income security investments | 2,789,000 | |
Forward Purchase Asset | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity and fixed income security investments | 28,120,000 | |
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 | 3,173,000 | |
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 | 384,000 | |
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 | 2,789,000 | |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity and fixed income security investments | 28,120,000 | |
Significant Unobservable Inputs (Level 3) | Forward Purchase Asset | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity and fixed income security investments | $ 28,120,000 |
Fair Value Measurement of Fin75
Fair Value Measurement of Financial Assets and Liabilities - Additional Information (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Equity and fixed income security investments or forward purchase assets | $ 31,293,000 | $ 0 |
Fair Value Measurement of Fin76
Fair Value Measurement of Financial Aseets and Liabilities - Summary of Reconciliation of the Fair Value of Financial Assets (Details) - Significant Unobservable Inputs (Level 3) - Forward Purchase Asset $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Record fair value of forward purchase asset | $ 27,300 |
Record increase in fair value of forward purchase asset | 820 |
Fair value, ending balance | $ 28,120 |
Fair Value Measurement of Fin77
Fair Value Measurement of Financial Assets and Liabilities - Summary of Fair Value Measurement of Financial Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Earnout payable on acquisitions | $ 12,383 | |
Deferred purchase consideration | 6,128 | |
Warrant redemption liability | 28,120 | $ 12,879 |
Total | 46,631 | 12,879 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Earnout payable on acquisitions | 12,383 | |
Deferred purchase consideration | 6,128 | |
Warrant redemption liability | 28,120 | 12,879 |
Total | $ 46,631 | $ 12,879 |
Fair Value Measurement of Fin78
Fair Value Measurement of Financial Assets and Liabilities - Summary of Reconciliation of the Fair Value of Financial Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value, beginning balance | $ 12,879 | $ 6,934 |
Record present value earnout payable on acquisitions | 18,808 | |
Increase in fair value of earnout payable | 827 | |
Earnout payments made | (7,252) | |
Record deferred purchase consideration on acquisitions | 15,762 | |
Payments made on deferred purchase consideration | (9,634) | |
Exercise of PennantPark warrants | (9,995) | |
Decrease in fair value of PennantPark warrant redemption liability | (1,385) | |
Contribute remaining Pennant Park liability due to equity warrants | (1,499) | |
Record fair value of Series A and B warrant liability | 27,300 | |
Record increase in fair value of Series A and B warrant liability | 820 | |
Warrants subject to redemption liability issued | 4,122 | |
Increase in fair value of common stock and warrant redemption liability | 1,823 | |
Fair value, ending balance | 46,631 | 12,879 |
Earnout Payable | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Record present value earnout payable on acquisitions | 18,808 | |
Increase in fair value of earnout payable | 827 | |
Earnout payments made | (7,252) | |
Fair value, ending balance | 12,383 | |
Deferred Purchase Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Record deferred purchase consideration on acquisitions | 15,762 | |
Payments made on deferred purchase consideration | (9,634) | |
Fair value, ending balance | 6,128 | |
Warrant Redemption Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value, beginning balance | 12,879 | 6,934 |
Exercise of PennantPark warrants | (9,995) | |
Decrease in fair value of PennantPark warrant redemption liability | (1,385) | |
Contribute remaining Pennant Park liability due to equity warrants | (1,499) | |
Record fair value of Series A and B warrant liability | 27,300 | |
Record increase in fair value of Series A and B warrant liability | 820 | |
Warrants subject to redemption liability issued | 4,122 | |
Increase in fair value of common stock and warrant redemption liability | 1,823 | |
Fair value, ending balance | $ 28,120 | $ 12,879 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Mar. 14, 2016 | Dec. 23, 2015 | Dec. 13, 2015 | Nov. 20, 2015 | Aug. 21, 2015 | Apr. 17, 2015 | Feb. 05, 2015 | Aug. 06, 2014 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 12, 2016 | Jan. 05, 2015 |
Related Party Transaction [Line Items] | |||||||||||||||||||||
Total fee income and fee income from related party | $ 60,852,000 | $ 58,532,000 | $ 47,388,000 | $ 42,992,000 | $ 40,245,000 | $ 31,433,000 | $ 15,453,000 | $ 15,599,000 | $ 209,764,000 | $ 102,730,000 | $ 55,873,000 | ||||||||||
Fee income from related party | 86,883,000 | 46,882,000 | 9,387,000 | ||||||||||||||||||
Fee income receivable from related party | 27,036,000 | 11,988,000 | 27,036,000 | 11,988,000 | |||||||||||||||||
Management fees to related party for administrative support services | 5,390,000 | $ 12,139,000 | |||||||||||||||||||
Notes payable, Gross | $ 106,500,000 | 119,573,000 | 106,500,000 | 119,573,000 | |||||||||||||||||
Business acquisition, total recorded purchase price | 111,784,000 | ||||||||||||||||||||
Business acquisition, cash paid | 83,203,000 | ||||||||||||||||||||
Aggregate purchase price of common stock | $ 97,831,000 | 19,500,000 | |||||||||||||||||||
New Series A Warrants | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Warrant description | The New Series A Warrants are exercisable at an exercise price of the lesser of (i) $10.00 and (ii) 85% of the market price of the shares (as defined in the New Warrants) | ||||||||||||||||||||
Date from which warrants exercisable, start date | Jul. 1, 2016 | ||||||||||||||||||||
Date from which warrants exercisable, end date | Dec. 31, 2020 | ||||||||||||||||||||
New Series B Warrants | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Exercise price of warrants | $ 0.01 | ||||||||||||||||||||
Date from which warrants exercisable, start date | Dec. 16, 2015 | ||||||||||||||||||||
Date from which warrants exercisable, end date | Dec. 31, 2020 | ||||||||||||||||||||
Shanfelter | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Business acquisition, total recorded purchase price | $ 28,200,000 | ||||||||||||||||||||
DecisionUR, LLC | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Ownership interest percentage in the subsidiary | 98.80% | 98.80% | 98.80% | ||||||||||||||||||
Vikaran Solutions, LLC; April 17, 2015 | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Business acquisition, cash paid | $ 8,500,000 | ||||||||||||||||||||
GUI | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Business acquisition, total recorded purchase price | $ 55,077,000 | ||||||||||||||||||||
Business acquisition, cash paid | 30,000,000 | ||||||||||||||||||||
Note receivable from related party, including accrued interest thereon, transferred to GUI | $ 28,821,000 | ||||||||||||||||||||
Patriot Care, Inc | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Stock issued during period in exchange for MCMC preferred equity | 3,043,485 | ||||||||||||||||||||
Termination of service agreement, description | The agreement remains in effect through December 31, 2019 unless earlier terminated by us or MCMC upon 30 days’ written notice for material breach. Subsequent to such initial term the agreement may be terminated by either party upon 90 days’ prior written notice to the other party | ||||||||||||||||||||
In Touch Holdings L L C | Shanfelter | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Percentage of equity interests owned | 84.00% | ||||||||||||||||||||
Global HR Research LLC | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Business acquisition, total recorded purchase price | $ 42,000,000 | $ 41,309,000 | |||||||||||||||||||
Business acquisition, cash paid | $ 28,700,000 | $ 24,000,000 | $ 28,739,000 | ||||||||||||||||||
Stock issued during period in exchange for MCMC preferred equity | 444,096 | ||||||||||||||||||||
Percentage of equity interests owned | 75.50% | ||||||||||||||||||||
UBS Credit Agreement | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Notes payable, Gross | $ 57,000,000 | 56,288,000 | 56,288,000 | ||||||||||||||||||
Debt instrument, term | 5 years | ||||||||||||||||||||
Debt instrument maturity date | Aug. 6, 2019 | Aug. 6, 2019 | |||||||||||||||||||
Mr. Mariano | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Fee income receivable from related party | 1,000,000 | 1,000,000 | |||||||||||||||||||
Non-controlling interest ownership percentage | 45.00% | ||||||||||||||||||||
Proceeds from sale of acquisition | $ 3,800,000 | ||||||||||||||||||||
Mr. Mariano | Six Points Investment Partners, LLC | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Business acquisition, cash paid | $ 2,200,000 | ||||||||||||||||||||
Mr. Del Pizzo | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Common Stock with Piggyback Registration Rights | 184,490 | ||||||||||||||||||||
Del Pizzo & Associates P.C | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Tax advisory services | $ 185,100 | ||||||||||||||||||||
Entities controlled by Mr. Mariano | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Fee income receivable from related party | $ 500,000 | 800,000 | 500,000 | 800,000 | |||||||||||||||||
Related Person Transaction Policy | Minimum | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Related party transaction amount | $ 120,000 | ||||||||||||||||||||
Percentage of ownership interest | 5.00% | 5.00% | |||||||||||||||||||
GUI | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Services agreement expiration start year | 2,018 | ||||||||||||||||||||
Services agreement expiration end year | 2,022 | ||||||||||||||||||||
Total fee income and fee income from related party | $ 144,100,000 | ||||||||||||||||||||
Fee income from related party | 86,900,000 | 46,900,000 | |||||||||||||||||||
Fee income receivable from related party | $ 27,000,000 | $ 12,000,000 | $ 27,000,000 | 12,000,000 | |||||||||||||||||
Reimbursement expenses | 1,900,000 | ||||||||||||||||||||
Management fees to related party for administrative support services | $ 5,400,000 | ||||||||||||||||||||
GUI | Customer Concentration Risk | Fee income | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Concentration risk, percentage | 69.00% | ||||||||||||||||||||
GUI | Customer Concentration Risk | Fee income from related party | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Concentration risk, percentage | 41.00% | ||||||||||||||||||||
GUI | Mr. Mariano | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Equipment lease liquidity amount | $ 5,000,000 | ||||||||||||||||||||
Equipment lease financings amount | $ 2,200,000 | ||||||||||||||||||||
GUI | Subsequent Event | Steven M Mariano | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Percentage of beneficially owned of outstanding common stock | 53.80% | ||||||||||||||||||||
GUI | Subsequent Event | Mr. Mariano | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Dividends received | $ 3,500,000 | ||||||||||||||||||||
MPCS | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Purchase consideration on acquisition of business | $ 1,500,000 | ||||||||||||||||||||
MPCS | Subsidiary Issuer | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Ownership interest percentage in the subsidiary | 51.00% | ||||||||||||||||||||
MPCS | Mr. Mariano | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Amount paid to beneficial owner on purchase of interest | $ 749,850 | ||||||||||||||||||||
Securities Purchase Agreement | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Issuance of common stock, shares | 666,666 | ||||||||||||||||||||
Issuance of common stock, shares | 666,666 | ||||||||||||||||||||
Securities Purchase Agreement | Old Series A Warrants | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Warrants to purchase shares of common stock | 2,083,333 | ||||||||||||||||||||
Securities Purchase Agreement | Old Series A Warrants | Maximum | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Warrants to purchase shares of common stock | 2,083,333 | ||||||||||||||||||||
Securities Purchase Agreement | Old Series B Warrants | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Prepaid warrants to purchase shares of common stock | 1,000,000 | ||||||||||||||||||||
Securities Purchase Agreement | Old Warrants | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Aggregate purchase price of warrants | $ 20,000,000 | ||||||||||||||||||||
Securities Purchase Agreement | Mr. Mariano | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Issuance of common stock, shares | 2,500,000 | ||||||||||||||||||||
Aggregate purchase price of common stock | $ 30,000,000 | ||||||||||||||||||||
Issuance of common stock, shares | 2,500,000 | ||||||||||||||||||||
Stock Back-to-Back Agreement | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares of common stock purchased on proportion of shares issued upon exercise of warrants | 60.00% | ||||||||||||||||||||
Warrant description | Steven M. Mariano agreed to vote in favor of issuances of shares of common stock in the event that, as a result of an increase in the number of shares that may be purchased upon exercise of the New Warrants to the Adjusted Share Amount (as defined in the New Warrants), such number of shares would exceed the Exchange Cap (as defined in the New Warrants). | ||||||||||||||||||||
Exchange Agreement | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Issuance of common stock, shares | 666,666 | ||||||||||||||||||||
Issuance of common stock, shares | 666,666 | ||||||||||||||||||||
Number of shares of common stock purchased on proportion of shares issued upon exercise of warrants | 100.00% | ||||||||||||||||||||
Commencement date | Feb. 1, 2016 | ||||||||||||||||||||
Exchange Agreement | Old Series B Warrants | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Prepaid warrants to purchase shares of common stock | 1,000,000 | ||||||||||||||||||||
Exchange Agreement | New Series A Warrants | Maximum | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Warrants to purchase shares of common stock | 3,250,000 | ||||||||||||||||||||
Exchange Agreement | New Series B Warrants | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Warrants to purchase shares of common stock | 4,895,985 | ||||||||||||||||||||
Percentage of lowest ten day volume weighted average stock price | 90.00% | ||||||||||||||||||||
Exercise price of warrants | $ 4.51 | ||||||||||||||||||||
Exchange Agreement | Subsequent Event | New Series B Warrants | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Warrants to purchase shares of common stock | 4,895,985 | ||||||||||||||||||||
Exercise price of warrants | $ 4.51 |
Concentration - Additional Info
Concentration - Additional Information (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fee income | Second Largest Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 7.00% | 18.00% | 38.00% |
Fee income | Third Largest Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 12.00% | ||
Fee income receivable | Second Largest Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 3.00% | 8.00% | 23.00% |
Fee income receivable | Third Largest Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 2.00% | 11.00% | |
GUI | Fee income | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 69.00% | ||
GUI | Fee income | Largest Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 69.00% | 71.00% | 44.00% |
GUI | Fee income receivable | Largest Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 77.00% | 86.00% | 62.00% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Long-term Debt and Contractual Commitments (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Long-term debt obligations, Payments Due by Period, 2016 | $ 5,500 |
Long-term debt obligations, Payments Due by Period, 2017 | 7,562 |
Long-term debt obligations, Payments Due by Period, 2018 | 8,250 |
Long-term debt obligations, Payments Due by Period, 2019 | 10,313 |
Long-term debt obligations, Payments Due by Period, 2020 | 74,875 |
Long-term debt obligations, Payments Due by Period, Total | 106,500 |
Short-term revolver debt obligations, Payments Due by Period, 2020 | 18,032 |
Short-term revolver debt obligations, Payments Due by Period, Total | 18,032 |
Interest on debt, Payments Due by Period, 2016 | 4,272 |
Interest on debt, Payments Due by Period, 2017 | 4,049 |
Interest on debt, Payments Due by Period, 2018 | 3,778 |
Interest on debt, Payments Due by Period, 2019 | 3,459 |
Interest on debt, Payments Due by Period, 2020 | 70 |
Interest on debt, Payments Due by Period, Total | 15,628 |
Acquisition earnouts, Payments Due by Period, 2016 | 10,556 |
Acquisition earnouts, Payments Due by Period, 2017 | 1,827 |
Acquisition earnouts, Payments Due by Period, Total | 12,383 |
Deferred purchase consideration, Payments Due by Period, 2016 | 6,128 |
Deferred purchase consideration, Payments Due by Period, Total | 6,128 |
Operating lease obligations, Payments Due by Period, 2016 | 5,461 |
Operating lease obligations, Payments Due by Period, 2017 | 5,032 |
Operating lease obligations, Payments Due by Period, 2018 | 4,089 |
Operating lease obligations, Payments Due by Period, 2019 | 3,678 |
Operating lease obligations, Payments Due by Period, 2020 | 2,751 |
Operating lease obligations, Payments Due by Period, Thereafter | 1,744 |
Operating lease obligations, Payments Due by Period, Total | 22,755 |
2,016 | 2,275 |
Total | 2,275 |
Total contractual obligations, Payments Due by Period, 2016 | 34,192 |
Total contractual obligations, Payments Due by Period, 2017 | 18,470 |
Total contractual obligations, Payments Due by Period, 2018 | 16,117 |
Total contractual obligations, Payments Due by Period, 2019 | 17,450 |
Total contractual obligations, Payments Due by Period, 2020 | 95,728 |
Total contractual obligations, Payments Due by Period, Thereafter | 1,744 |
Total contractual obligations, Payments Due by Period, Total | $ 183,701 |
Warrant Redemption Liability -
Warrant Redemption Liability - Additional Information (Details) - USD ($) | Dec. 23, 2015 | Dec. 13, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 24, 2015 | Jan. 22, 2015 | Aug. 06, 2014 | Nov. 27, 2013 |
Class Of Warrant Or Right [Line Items] | ||||||||
Warrant redemption liability | $ 28,120,000 | $ 12,879,000 | ||||||
Issuance of common stock | $ 97,831,000 | 19,500,000 | ||||||
Less value attributable to stock warrants | $ (5,667,000) | |||||||
Common Stock | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Issuance of common stock, shares | 7,350,000 | 3,043,000 | ||||||
Issuance of common stock | $ 7,000 | |||||||
Common Stock | PennantPark Loan Agreement | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrant redemption liability | $ 0 | |||||||
Exercise price of warrants | $ 2.67 | $ 2.67 | ||||||
Warrant exercised detachable common stock | 144,855 | 965,700 | ||||||
Warrant issued detachable common stock | 1,110,555 | |||||||
Common Stock | New Lenders | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Exercise price of warrants | $ 2.67 | |||||||
Warrant issued detachable common stock | 626,295 | |||||||
Warrants expiration date | Nov. 27, 2023 | |||||||
Less value attributable to stock warrants | $ 7,300,000 | |||||||
Common Stock | Additional Tranche | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Exercise price of warrants | $ 2.67 | |||||||
Warrant issued detachable common stock | 484,260 | |||||||
Warrants expiration date | Nov. 27, 2023 | |||||||
Less value attributable to stock warrants | $ 5,600,000 | |||||||
Securities Purchase Agreement | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Issuance of common stock, shares | 666,666 | |||||||
Stock Back-to-Back Agreement | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Number of shares of common stock purchased on proportion of shares issued upon exercise of warrants | 60.00% | |||||||
Exchange Agreement | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Issuance of common stock, shares | 666,666 | |||||||
Number of shares of common stock purchased on proportion of shares issued upon exercise of warrants | 100.00% | |||||||
Shares of Common Stock Rescinded from Sale and Purchase | 666,666 | |||||||
Mr. Mariano | Securities Purchase Agreement | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Issuance of common stock, shares | 2,500,000 | |||||||
Issuance of common stock | $ 30,000,000 | |||||||
Series A Warrants | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrant redemption liability | 28,100,000 | |||||||
Series B Warrants | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrant redemption liability | $ 28,100,000 | |||||||
Old Series A Warrants | Securities Purchase Agreement | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants to purchase shares of common stock | 2,083,333 | |||||||
Old Series A Warrants | Securities Purchase Agreement | Maximum | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants to purchase shares of common stock | 2,083,333 | |||||||
Old Series B Warrants | Securities Purchase Agreement | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Prepaid warrants to purchase shares of common stock | 1,000,000 | |||||||
Old Series B Warrants | Exchange Agreement | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Prepaid warrants to purchase shares of common stock | 1,000,000 | |||||||
Old Warrants | Securities Purchase Agreement | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Aggregate purchase price of warrants | $ 20,000,000 | |||||||
New Series A Warrants | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Date from which warrants exercisable, start date | Jul. 1, 2016 | |||||||
Date from which warrants exercisable, end date | Dec. 31, 2020 | |||||||
New Series A Warrants | Exchange Agreement | Maximum | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants to purchase shares of common stock | 3,250,000 | |||||||
New Series B Warrants | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Exercise price of warrants | $ 0.01 | |||||||
Date from which warrants exercisable, start date | Dec. 16, 2015 | |||||||
Date from which warrants exercisable, end date | Dec. 31, 2020 | |||||||
New Series B Warrants | Exchange Agreement | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants to purchase shares of common stock | 4,895,985 | |||||||
Percentage of lowest ten day volume weighted average stock price | 90.00% | |||||||
Exchange agreements, commencement date | Feb. 1, 2016 | |||||||
Exchange agreements, end date | Mar. 17, 2016 | |||||||
Exercise price of warrants | $ 4.51 |
Income Taxes - Components of Co
Income Taxes - Components of Consolidated Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Current income tax expense (benefit) | $ 4,816 | $ 12,270 | $ (3,774) |
Deferred income tax expense before increase in valuation allowance | (5,881) | (651) | 1,785 |
Net Income Tax Benefit before Increase in Valuation Allowance | (1,065) | 11,619 | (1,989) |
Increase in valuation allowance | 5,936 | 16 | 2,701 |
Net Income Tax Expense | $ 4,871 | $ 11,635 | $ 712 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Provision for Income Taxes with U.S. Federal Statutory Income Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Reconciliation Expense Benefit [Line Items] | |||||||||||
(Loss) Income before income tax expense | $ 1,236 | $ 5,178 | $ 1,345 | $ (8,153) | $ (1,182) | $ 26,029 | $ (5,213) | $ 2,460 | $ (394) | $ 22,094 | $ (5,556) |
Income tax expense (benefit) at statutory federal rate | (134) | 7,733 | (1,889) | ||||||||
State income tax (benefit), net of federal deduction | 967 | 1,153 | (63) | ||||||||
Tax effect of: | |||||||||||
Loss on exchange of units and warrants | 52 | ||||||||||
Gain on redemption of MCMC Units attributable to difference between tax basis and book basis | 1,883 | ||||||||||
Expenses incurred in connection with acquisitions | 24 | 247 | |||||||||
Effect of rate change on deferred tax assets | (1,438) | ||||||||||
Amortization of loan discounts and loan costs | 1,538 | ||||||||||
(Decrease) Increase in fair value of warrant redemption liability | (471) | 638 | |||||||||
Gain on rescission and exchange agreement | (207) | ||||||||||
Deferred tax liability established effective November 27, 2013, attributable to goodwill arising from December 14, 2011 acquisition of PRS | 291 | ||||||||||
Patriot Captive Management (income) loss not subject to U.S. federal income taxes as a non-U.S.-domiciled company | (102) | 22 | 23 | ||||||||
Other items, net | 296 | (57) | |||||||||
Net Income Tax Benefit before Increase in Valuation Allowance | (1,065) | 11,619 | (1,989) | ||||||||
Increase in valuation allowance | 5,936 | 16 | 2,701 | ||||||||
Net Income Tax Expense | $ 4,871 | $ 11,635 | $ 712 | ||||||||
Income tax expense (benefit) at statutory federal rate, Rate | 34.00% | 35.00% | 34.00% | ||||||||
State income tax (benefit), net of federal deduction, Rate | (245.40%) | 5.20% | 1.10% | ||||||||
Tax effect of: | |||||||||||
Loss on exchange of units and warrants, Rate | (0.90%) | ||||||||||
Gain on redemption of MCMC Units attributable to difference between tax basis and book basis, Rate | 8.50% | ||||||||||
Expenses incurred in connection with acquisitions, Rate | (6.10%) | 1.10% | |||||||||
Effect of rate change on deferred tax assets, Rate | 365.00% | ||||||||||
Amortization of loan discounts and loan costs, Rate | (27.70%) | ||||||||||
(Decrease) Increase in fair value of warrant redemption liability, Rate | 119.50% | 2.90% | |||||||||
Gain on rescission and exchange agreement, Rate | 52.50% | ||||||||||
Deferred tax liability established effective attributable to goodwill acquisition of PRS, Rate | (5.20%) | ||||||||||
Patriot Captive Management (income) loss not subject to U.S. federal income taxes as a non-U.S.-domiciled company, Rate | 25.90% | 0.10% | (0.40%) | ||||||||
Other items, net, Rate | (75.10%) | (0.30%) | |||||||||
Actual Income Tax Expense (Benefit) before Increase in Valuation Allowance, Rate | 270.30% | 52.60% | 35.80% | ||||||||
Increase in valuation allowance, Rate | (1506.60%) | 0.10% | (48.60%) | ||||||||
Actual Income Tax Expense, Total rate | (1236.30%) | 52.70% | (12.80%) | ||||||||
PSI, PRS and Forza [Member] | |||||||||||
Tax effect of: | |||||||||||
PSI, PRS and Forza income passed through to the sole shareholder for federal tax purposes for the period January 1, 2013 to November 27, 2013 and the year ended December 31, 2012 | $ (1,992) | ||||||||||
Tax effect of: | |||||||||||
PSI, PRS and Forza income passed through to the sole shareholder for federal tax purposes, Rate | 35.90% | ||||||||||
Contego Service Group, Inc [Member] | |||||||||||
Tax effect of: | |||||||||||
PSI, PRS and Forza income passed through to the sole shareholder for federal tax purposes for the period January 1, 2013 to November 27, 2013 and the year ended December 31, 2012 | $ 51 | ||||||||||
Tax effect of: | |||||||||||
PSI, PRS and Forza income passed through to the sole shareholder for federal tax purposes, Rate | (0.90%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)Segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Income Tax Disclosure [Line Items] | |||
Provision for federal income taxes | $ 0 | $ 0 | $ 0 |
Business operating segments | Segment | 1 | ||
Effect of rate change on deferred tax assets | $ (1,438,000) | ||
Unrecognized tax benefits | 0 | 0 | |
Uncertain tax positions | 0 | 0 | |
Valuation allowance | $ 12,194,000 | $ 6,258,000 | |
Non Us | |||
Income Tax Disclosure [Line Items] | |||
Business operating segments | Segment | 2 |
Income Taxes - Components of Ou
Income Taxes - Components of Our Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Purchased intangibles | $ 17,672 | $ 19,114 |
Accrued liabilities and other deferred tax assets | 3,648 | 351 |
Total deferred tax assets | 21,320 | 19,465 |
Valuation allowance for deferred tax assets | (12,194) | (6,258) |
Deferred tax assets | 9,126 | 13,207 |
Deferred tax liabilities: | ||
Nondeductible amortizable intangible assets | 9,126 | 13,195 |
Depreciable fixed assets | 12 | |
Total deferred tax liabilities | $ 9,126 | $ 13,207 |
Income Taxes - Schedule of Pro
Income Taxes - Schedule of Pro Forma Net Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Net Pro Forma Benefit [Line Items] | |||
Current income tax expense (benefit) | $ 4,816 | $ 12,270 | $ (3,774) |
Deferred income tax expense before increase in valuation allowance | (5,881) | (651) | 1,785 |
Net Income Tax Benefit before Increase in Valuation Allowance | (1,065) | 11,619 | (1,989) |
Increase in valuation allowance | 5,936 | 16 | 2,701 |
Net Income Tax Expense | $ 4,871 | $ 11,635 | 712 |
Pro Forma [Member] | |||
Income Tax Net Pro Forma Benefit [Line Items] | |||
Current income tax expense (benefit) | (2,174) | ||
Deferred income tax expense before increase in valuation allowance | 1,565 | ||
Net Income Tax Benefit before Increase in Valuation Allowance | (609) | ||
Increase in valuation allowance | 2,701 | ||
Net Income Tax Expense | $ 2,092 |
Income Taxes - Schedule of Pr88
Income Taxes - Schedule of Pro Forma Income Tax Rates, Expressed Percent of Net Income Before Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Net Pro Forma Benefit [Line Items] | |||||||||||
(Loss) Income before income tax expense | $ 1,236 | $ 5,178 | $ 1,345 | $ (8,153) | $ (1,182) | $ 26,029 | $ (5,213) | $ 2,460 | $ (394) | $ 22,094 | $ (5,556) |
Income tax expense (benefit) at statutory federal rate | (134) | 7,733 | (1,889) | ||||||||
State income tax (benefit), net of federal deduction | 967 | 1,153 | (63) | ||||||||
Tax effect of: | |||||||||||
Loss on exchange of units and warrants | 52 | ||||||||||
Amortization of loan discounts and loan costs | 1,538 | ||||||||||
Patriot Captive Management (income) loss not subject to U.S. federal income taxes as a non-U.S.-domiciled company | (102) | 22 | 23 | ||||||||
Other items, net | 296 | (57) | |||||||||
Net Income Tax Benefit before Increase in Valuation Allowance | (1,065) | 11,619 | (1,989) | ||||||||
Increase in valuation allowance | 5,936 | 16 | 2,701 | ||||||||
Net Income Tax Expense | $ 4,871 | $ 11,635 | $ 712 | ||||||||
Income tax expense (benefit) at statutory federal rate, Rate | 34.00% | 35.00% | 34.00% | ||||||||
State income tax (benefit), net of federal deduction, Rate | (245.40%) | 5.20% | 1.10% | ||||||||
Tax effect of: | |||||||||||
Loss on exchange of units and warrants, Rate | (0.90%) | ||||||||||
Amortization of loan discounts and loan costs, Rate | (27.70%) | ||||||||||
Patriot Captive Management (income) loss not subject to U.S. federal income taxes as a non-U.S.-domiciled company, Rate | 25.90% | 0.10% | (0.40%) | ||||||||
Other items, net, Rate | (75.10%) | (0.30%) | |||||||||
Actual Income Tax Expense (Benefit) before Increase in Valuation Allowance, Rate | 270.30% | 52.60% | 35.80% | ||||||||
Increase in valuation allowance, Rate | (1506.60%) | 0.10% | (48.60%) | ||||||||
Actual Income Tax Expense, Rate | 1236.30% | (52.70%) | 12.80% | ||||||||
Pro Forma [Member] | |||||||||||
Income Tax Net Pro Forma Benefit [Line Items] | |||||||||||
(Loss) Income before income tax expense | $ (5,556) | ||||||||||
Income tax expense (benefit) at statutory federal rate | (1,889) | ||||||||||
State income tax (benefit), net of federal deduction | (20) | ||||||||||
Tax effect of: | |||||||||||
Loss on exchange of units and warrants | 52 | ||||||||||
Amortization of loan discounts and loan costs | 1,677 | ||||||||||
Difference in tax basis of net identifiable liabilities assumed in acquisition pursuant to Internal Revenue Code §338(h)(10) election | (492) | ||||||||||
Patriot Captive Management (income) loss not subject to U.S. federal income taxes as a non-U.S.-domiciled company | 23 | ||||||||||
Other items, net | 40 | ||||||||||
Net Income Tax Benefit before Increase in Valuation Allowance | (609) | ||||||||||
Increase in valuation allowance | 2,701 | ||||||||||
Net Income Tax Expense | $ 2,092 | ||||||||||
Income tax expense (benefit) at statutory federal rate, Rate | 34.00% | ||||||||||
State income tax (benefit), net of federal deduction, Rate | 0.40% | ||||||||||
Tax effect of: | |||||||||||
Loss on exchange of units and warrants, Rate | (0.90%) | ||||||||||
Amortization of loan discounts and loan costs, Rate | (30.20%) | ||||||||||
Difference in tax basis of net identifiable liabilities assumed in acquisition pursuant to Internal Revenue Code §338(h)(10) election, Rate | 8.90% | ||||||||||
Patriot Captive Management (income) loss not subject to U.S. federal income taxes as a non-U.S.-domiciled company, Rate | (0.40%) | ||||||||||
Other items, net, Rate | (0.70%) | ||||||||||
Actual Income Tax Expense (Benefit) before Increase in Valuation Allowance, Rate | 11.00% | ||||||||||
Increase in valuation allowance, Rate | (48.60%) | ||||||||||
Actual Income Tax Expense, Rate | 37.70% |
Quarterly Operating Results (89
Quarterly Operating Results (unaudited) - Schedule of Quarterly Operating Results (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Data [Abstract] | |||||||||||
Total fee income and fee income from related party | $ 60,852 | $ 58,532 | $ 47,388 | $ 42,992 | $ 40,245 | $ 31,433 | $ 15,453 | $ 15,599 | $ 209,764 | $ 102,730 | $ 55,873 |
Total revenues | 60,872 | 58,523 | 47,332 | 42,993 | 40,245 | 45,469 | 15,742 | 15,808 | 209,720 | 117,264 | 55,910 |
Total expenses | 59,636 | 53,345 | 45,987 | 51,146 | 41,427 | 19,440 | 20,955 | 13,348 | 210,114 | 95,170 | 61,466 |
Net (loss) income before income tax expense | 1,236 | 5,178 | 1,345 | (8,153) | (1,182) | 26,029 | (5,213) | 2,460 | (394) | 22,094 | (5,556) |
Net Income (Loss) | $ (5,367) | $ 3,788 | $ 1,020 | $ (4,816) | $ (2,393) | $ 16,902 | $ (5,597) | $ 1,502 | $ (5,375) | $ 10,414 | $ (6,186) |
Basic net earnings (loss) per share | $ (0.19) | $ 0.14 | $ 0.04 | $ (0.19) | $ (0.13) | $ 1.03 | $ (0.39) | $ 0.11 | $ (0.20) | $ 0.66 | $ (0.43) |
Diluted net earnings (loss) per share | $ (0.19) | $ 0.14 | $ 0.04 | $ (0.19) | $ (0.13) | $ 0.46 | $ (0.39) | $ 0.10 | $ (0.20) | $ 0.66 | $ (0.43) |
Valuation and Qualifying Acco90
Valuation and Qualifying Accounts - Schedule of Valuation and Qualifying Accounts (Detail) - Allowance for Uncollectible Fee Income Receivable - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Balance at Beginning of Period | $ 136 | $ 2,544 |
Provision for Doubtful Accounts | 351 | 502 |
Deductions | (232) | (2,910) |
Balance at End of Period | $ 255 | $ 136 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Mar. 03, 2016USD ($) | Feb. 01, 2016Installments | Jan. 26, 2016USD ($) | Dec. 31, 2015USD ($) | Feb. 09, 2016shares |
Subsequent Event [Line Items] | |||||
Business acquisition, cash paid | $ 83,203,000 | ||||
Business acquisition, maximum potential earnout payable | $ 15,005,000 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares registered | shares | 10,348,794 | ||||
Common stock approved under share repurchase program | $ 15,000,000 | ||||
Subsequent Event | PIPE Investors | |||||
Subsequent Event [Line Items] | |||||
Warrants to purchase shares of common stock | shares | 7,848,794 | ||||
Subsequent Event | TriGen Stock Purchase Agreement | |||||
Subsequent Event [Line Items] | |||||
Number of installment payments of Class B purchase price | Installments | 2 | ||||
Subsequent Event | Maximum | |||||
Subsequent Event [Line Items] | |||||
Share repurchase program, period | 18 months | ||||
Subsequent Event | Mid Atlantic Insurance Services, Inc. | |||||
Subsequent Event [Line Items] | |||||
Business acquisition, cash paid | $ 8,000,000 | ||||
Business acquisition, maximum potential earnout payable | $ 8,500,000 | ||||
Business acquisition, earn-out term | 5 years | ||||
Business acquisition, maximum earn-out payment guaranteed | $ 7,000,000 | ||||
Subsequent Event | Mid Atlantic Insurance Services, Inc. | Maximum | |||||
Subsequent Event [Line Items] | |||||
Business acquisition, cash paid | $ 16,500,000 |