Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 13, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | PN | |
Entity Registrant Name | Patriot National, Inc. | |
Entity Central Index Key | 1,619,917 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 26,831,182 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 11,774,000 | $ 8,372,000 |
Equity and fixed income security investments | 48,826,000 | 31,293,000 |
Total cash and investments | 11,774,000 | 11,545,000 |
Restricted cash | 19,786,000 | 16,055,000 |
Fee income receivable | 9,877,000 | 8,159,000 |
Fee income receivable from related party | 20,618,000 | 27,036,000 |
Net receivable from related parties | 414,000 | 499,000 |
Other current assets | 2,761,000 | 2,046,000 |
Total current assets | 65,230,000 | 65,340,000 |
Fixed assets, net | 5,224,000 | 5,092,000 |
Goodwill | 122,465,000 | 118,141,000 |
Intangible assets | 82,374,000 | 75,681,000 |
Forward purchase asset | 48,826,000 | 28,120,000 |
Advance on facilitation agreement | 2,000,000 | 2,000,000 |
Other long term assets | 11,329,000 | 11,428,000 |
Total Assets | 337,448,000 | 305,802,000 |
Liabilities | ||
Deferred claims administration services income | 9,608,000 | 10,639,000 |
Net advanced claims reimbursements | 3,014,000 | 1,835,000 |
Income taxes payable | 2,323,000 | 2,996,000 |
Current earn-out payable | 8,082,000 | 10,556,000 |
Accounts payable, accrued expenses and other liabilities | 36,961,000 | 32,809,000 |
Deferred purchase consideration | 1,672,000 | 6,128,000 |
Revolver borrowings outstanding | 29,932,000 | 18,032,000 |
Current portion of notes payable | 5,500,000 | 5,500,000 |
Current portion of capital lease obligation | 1,632,000 | 2,232,000 |
Total current liabilities | 98,724,000 | 90,727,000 |
Earn-out payable | 6,837,000 | 1,827,000 |
Notes payable, net of deferred loan fees | 97,370,000 | 98,648,000 |
Warrant redemption liability | 48,826,000 | 28,120,000 |
Total Liabilities | $ 251,757,000 | $ 219,322,000 |
Equity | ||
Preferred stock, $.001 par value; 100,000 shares authorized, no shares issued and outstanding as of March 31, 2016 and December 31, 2015 | ||
Common stock, $.001 par value; 1,000,000 shares authorized, 28,207 issued and 27,215 outstanding as of March 31, 2016 and 28,105 issued and outstanding as of December 31, 2015 | $ 21,000 | $ 21,000 |
Treasury stock | (5,651,000) | |
Additional paid in capital | 121,423,000 | 119,999,000 |
Accumulated deficit | (29,904,000) | (33,305,000) |
Total Patriot National, Inc. Stockholders' Equity | 85,889,000 | 86,715,000 |
Less Non-controlling interest | (198,000) | (235,000) |
Total Equity | 85,691,000 | 86,480,000 |
Total Liabilities and Equity | 337,448,000 | 305,802,000 |
Quoted Prices in Active Markets for Identical Securities (Level 1) | ||
Current Assets | ||
Equity and fixed income security investments | $ 0 | $ 3,173,000 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
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 | 28,207,000 | 28,105,000 |
Common Stock, outstanding | 27,215,000 | 28,105,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Revenues | |||
Fee income | $ 40,417 | $ 18,369 | |
Fee income from related party | 24,450 | 24,623 | |
Total fee income and fee income from related party | 64,867 | 42,992 | |
Net investment income | 35 | 1 | |
Net realized losses on investments | (295) | ||
Total Revenues | 64,607 | 42,993 | |
Expenses | |||
Salaries and related expenses | 23,640 | 14,468 | |
Commission expense | 13,136 | 8,889 | |
Outsourced services | 3,570 | 2,462 | |
Other operating expenses | 9,797 | 6,331 | |
Acquisition costs | 614 | 604 | |
Interest expense | 1,412 | 1,258 | |
Depreciation and amortization | 4,717 | 2,303 | |
Stock compensation expense | 1,424 | 2,535 | |
Decrease in fair value of warrant redemption liability | (1,385) | ||
Costs related to extinguishment of debt | [1] | 13,681 | |
Total Expenses | 58,310 | 51,146 | |
Net Income (Loss) before income tax expense | 6,297 | (8,153) | |
Income tax expense (benefit) | 2,859 | (3,352) | |
Net Income (Loss) Including Non-Controlling Interest in Subsidiary | 3,438 | (4,801) | |
Net Income attributable to non-controlling interest in subsidiary | 37 | 15 | |
Net Income (Loss) | $ 3,401 | $ (4,816) | |
Earnings Per Common Share | |||
Basic | $ 0.12 | $ (0.19) | |
Diluted | $ 0.12 | $ (0.19) | |
Weighted Average Common Shares Outstanding | |||
Basic | 27,407 | 25,163 | |
Diluted | 28,037 | 25,163 | |
[1] | Costs related to extinguishment of debt include $4.3 million of early payment penalties and $9.3 million associated with the write-off of related deferred financing fees and original issue discounts. |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Unaudited) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Income Statement [Abstract] | |
Early payment penalties on repayment of debt | $ 4,300 |
Write-off of deferred financing and original issue discounts | $ 9,342 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Activities | ||
Net Income (Loss) | $ 3,438 | $ (4,801) |
Adjustments to reconcile net (loss) income to net cash from operating activities: | ||
Depreciation and amortization | 4,717 | 2,303 |
Amortization of loan costs in interest expense | 152 | 85 |
Decrease in fair value of warrant redemption liability | (1,385) | |
Stock compensation expense | 1,424 | 2,535 |
Write-off of deferred financing and original issue discounts | 9,342 | |
Net realized losses (gains) on investments | 295 | |
Provision for uncollectible fee income | 146 | 150 |
Changes in certain assets and liabilities: | ||
Fee income receivable | (383) | (521) |
Fee income receivable from related party | 6,418 | (1,752) |
Other current assets | (721) | (592) |
Net payable to related parties | 85 | 1,747 |
Deferred claims administration services income | (1,031) | (210) |
Net advanced claims reimbursements | 1,179 | 625 |
Income taxes payable | (673) | (14,948) |
Accounts payable and accrued expenses | 3,608 | 8,359 |
Net Cash Provided by Operating Activities | 18,654 | 937 |
Investment Activities: | ||
Net increase in restricted cash | (3,731) | (4,854) |
Purchase of equity securities | (300) | |
Proceeds from sale of equity securities | 3,178 | |
Purchase of fixed assets and other long-term assets | (1,224) | (1,429) |
Acquisitions, net of $28 and $73 cash acquired in 2016 and 2015, respectively | (7,873) | (6,681) |
Net Cash Used in Investment Activities | (9,950) | (12,964) |
Financing Activities: | ||
Proceeds from initial public offering, net | 98,275 | |
Proceeds from senior secured term loans, net of fees | 38,891 | |
Repayment of senior secured term loans | (1,375) | |
Payment of loan fees | (49) | |
Payment of costs for initial public offering | (2,479) | |
Revolver facility borrowings | 11,900 | 4,750 |
Payment of acquisition earn-outs | (9,527) | |
Repurchase of common stock | (5,651) | |
Repayment of note payable | (119,573) | |
Repayment of capital lease obligation | (600) | (783) |
Net Cash (Used in) Provided by Financing Activities | (5,302) | 19,081 |
Increase in cash | 3,402 | 7,054 |
Cash, beginning of period | 8,372 | 4,251 |
Cash, end of period | 11,774 | 11,305 |
Supplemental Cash Flow Data | ||
Interest Paid | 1,235 | 1,155 |
Income Taxes Paid | $ 3,532 | $ 11,596 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement Of Cash Flows [Abstract] | ||
Cash acquired for acquisition | $ 28 | $ 73 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity (Deficit) (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid In Capital | Accumulated Deficit | Non-Controlling Interest |
Balance at Dec. 31, 2015 | $ 86,480 | $ 21 | $ 119,999 | $ (33,305) | $ (235) | |
Balance (in Shares) at Dec. 31, 2015 | 28,105,000 | |||||
Repurchase of common stock | $ (5,651) | $ (5,651) | ||||
Repurchase of common stock, shares | (992,182) | (992,000) | ||||
Non-cash stock compensation | $ 1,424 | 1,424 | ||||
Restricted stock awards issued, net of forfeitures, shares | 102,000 | |||||
Balance before Net Income | 82,253 | $ 21 | (5,651) | 121,423 | (33,305) | (235) |
Balance before Net Income, shares | 27,215,000 | |||||
Net Income | 3,438 | 3,401 | 37 | |||
Balance at Mar. 31, 2016 | $ 85,691 | $ 21 | $ (5,651) | $ 121,423 | $ (29,904) | $ (198) |
Balance (in Shares) at Mar. 31, 2016 | 27,215,000 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Description of Business Patriot National, Inc. (“Patriot National” or the “Company”) is an independent national provider of comprehensive technology-enabled outsourcing solutions that help insurance carriers, employers and other clients mitigate risk, comply with complex regulations, and save time and money. We offer 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 support for complex business and regulatory processes. We principally offer 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. Patriot National is headquartered in Ft. Lauderdale, Florida. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been omitted pursuant to such rules and regulations. Included for comparative purposes are our consolidated financial statements for the three month period ended March 31, 2015. The unaudited consolidated financial statements included herein are, in the opinion of management, prepared on a basis consistent with our audited consolidated financial statements for the year ended December 31, 2015 and include all normal recurring adjustments necessary for a fair presentation of the information set forth. The quarterly results of operations are not necessarily indicative of the results of operations to be reported for subsequent quarters or the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015. In the preparation of our unaudited consolidated financial statements as of March 31, 2016, management evaluated all material subsequent events or transactions that occurred after the balance sheet date through the date on which the financial statements were issued for potential recognition or disclosure therein. For the Company’s two consolidated subsidiaries, Contego Services Group, LLC (“Contego Services Group”) that is 97% owned, and DecisionUR, LLC (“DecisionUR”) that is 98.8% owned, the third party equity interests are referred to as non-controlling interests. The portion of the third party members’ equity (deficit) of Contego Services Group and DecisionUR are presented as non-controlling interests in the accompanying consolidated balance sheets as of March 30, 2016 and consolidated balance sheet as of December 31, 2015. The Company discloses the following three measures of net income (loss): (i) net income (loss), including non-controlling interest in subsidiary, (ii) net income (loss) attributable to non-controlling interest in subsidiary, and (iii) net income (loss). |
Effect of Recently Issued Finan
Effect of Recently Issued Financial Accounting Standards | 3 Months Ended |
Mar. 31, 2016 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Effect of Recently Issued Financial Accounting Standards | 2. Effect of Recently Issued Financial Accounting Standards In March 2016, the Financial Accounting Standards Board (“FASB”) Compensation – Stock Compensation In February 2016, the FASB issued ASU 2016-02, intended to improve financial reporting about leasing transactions. ASU 2016-02 affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. ASU 2016-02 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—ASU 2016-02 will require both types of leases to be recognized on the balance sheet. ASU 2016-02 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. ASU 2016-02 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, ASU 2016-02 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 guidance will have. In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred 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 adopted the new guidance in 2016, which did not have a material impact on our consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments”, an update to ASC Business Combinations We adopted the new guidance in 2016, which did not have a material impact on our consolidated financial statements. 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 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations Effective January 28, 2016, the Company acquired substantially all of the assets of Mid Atlantic Insurance Services, Inc. for approximately $15.7 million. The total purchase price was comprised of the following consideration (in thousands): Name and Effective Date of Acquisition (In thousands): Cash Paid Stock Issued Accrued Liability Recorded Earnout Payable Maximum Potential Earnout Payable Total Recorded Purchase Price Mid Atlantic Insurance Services, Inc (January 28, 2016) $ 7,901 $ — $ 926 $ 7,750 $ 8,500 $ 15,651 The “maximum potential earnout payable” 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 payable” disclosed in the foregoing table are primarily based upon the estimated future operating results of the acquired entities over a five-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 the fair value of these estimated earnout obligations 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 as of March 31, 2016 was $17.5 million, of which $14.9 million was recorded in our consolidated balance sheet as of March 31, 2016, based on the aggregate estimated fair value of the expected future payments to be made. In addition, the aggregate amount of deferred purchase consideration recorded on our balance sheet as of March 31, 2016 was $1.7 million. The preliminary estimated fair value of the net assets of MidAtlantic Insurance Services, inc. acquired at the date of acquisition is as follows: In thousands Total Assets Acquired: Cash $ 28 Accounts receivable 1,481 Fixed assets 50 Goodwill 4,893 Intangible assets: Customer & carrier relationships 9,205 Non-compete agreements 120 Trade name portfolio 800 Total intangible assets 10,125 Total assets acquired 16,577 Liabilities assumed 926 Total net assets acquired $ 15,651 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 acquisitions through March 31, 2016. The fair value of non-compete agreements was established using estimated financial projections for the acquired company based on market participant assumptions and various non-compete scenarios. Customer and carrier relationships, non-compete agreements and trade names related to our acquisitions are amortized using the straight-line method over their estimated useful lives (ten years for customer and carrier relationships, one to two years for non-compete agreements and five to seven years for trade names), while goodwill is not subject to amortization. We use the straight-line method to amortize these intangible assets because the pattern of their economic benefits cannot be reasonably determined with any certainty. We review all of our intangible assets for impairment periodically (at least annually) and whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. In reviewing intangible assets, if the fair value is less than the carrying amount of the respective (or underlying) asset, an indicator of impairment would exist, and further analysis would be required to determine whether or not a loss would need to be charged against current period earnings. Based on the results of impairment reviews during the three-month periods ended March 31, 2016 and 2015, no impairments were required. Our consolidated financial statements for the three months ended March 31, 2016 include the operations of Mid Atlantic, the acquired entity, from its respective acquisition date, totaling $1.0 million of revenues and $0.1 million of net loss. The following is a summary of the unaudited pro forma historical results, as if this entity and the entities acquired in 2015 had been acquired at January 1, 2015 (in thousands, except per share data): Three Months Ended March 31, In thousands (except per share data) 2016 2015 Total revenues 65,142 58,752 Net (loss) income 3,403 (4,216 ) Basic net (loss) income per share $ 0.12 $ (0.17 ) Diluted net (loss) income per share $ 0.12 $ (0.17 ) 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, 2015. The unaudited supplemental pro forma financial information has been provided for illustrative purposes only. The unaudited supplemental pro forma financial information does not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented, or of the results that may be achieved by the combined companies in the future. Future results may vary significantly from the results reflected in the following unaudited supplemental pro forma financial information because of future events and transactions, as well as other factors, many of which are beyond the Company’s control. |
Equity and Fixed Income Securit
Equity and Fixed Income Security Investments | 3 Months Ended |
Mar. 31, 2016 | |
Investments Debt And Equity Securities [Abstract] | |
Equity and Fixed Income Security Investments | 4. Equity and Fixed Income Security Investments Equity and fixed income security investments are carried at fair value. We classify these investments as a trading portfolio with c As of December 31, 2015 the fair value of our investments was $3.2 million. There were no investments held as of March 31, 2016. |
Fixed Assets And Other Long Ter
Fixed Assets And Other Long Term Assets | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015, our major classes of fixed assets consisted of the following: In thousands March 31, 2016 December 31, 2015 (Unaudited) Fixed Assets Computer equipment, software and furniture and fixtures $ 8,634 $ 8,124 Building 1,428 1,428 Leasehold improvements 3,786 3,733 Total fixed assets 13,848 13,285 Less accumulated depreciation and amortization (8,624 ) (8,193 ) Fixed assets, net of accumulated depreciation and amortization $ 5,224 $ 5,092 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 March 31, 2016 and December 31, 2015, other long term assets consisted of the following: In thousands March 31, 2016 December 31, 2015 (Unaudited) Other long term assets Capitalized policy and claims administration system development costs $ 18,445 $ 17,712 Less accumulated depreciation (7,116 ) (6,284 ) Other long term assets, net of accumulated depreciation $ 11,329 $ 11,428 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 | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 6. Goodwill and Other Intangible Assets Goodwill Goodwill represents the excess of consideration paid over the fair value of net assets acquired. Goodwill is not amortized but is tested at least annually for impairment (or more frequently if certain indicators are present or management otherwise believes it is appropriate to do so). In the event that management determines that the value of goodwill has become impaired, we will record a charge for the amount of impairment during the fiscal quarter in which the determination is made. We determined that there was no impairment as of March 31, 2016. The Company acquired $4.9 million of goodwill during the three-month period ended March 31, 2016 as a result of the acquisition discussed in Note 3, Business Combinations In thousands Balance as of December 31, 2015 $ 118,141 Goodwill acquired 4,893 Acquisition adjustments (569 ) Balance as of March 31, 2016 $ 122,465 Intangible Assets Intangible assets that have finite lives are amortized over their useful lives. The company acquired $10.1 million of intangible assets during the three-month period ended March 31, 2016 as a result of the acquisition discussed in Note 3, Business Combinations March 31, 2016 December 31, 2015 In thousands Gross Asset Accumulated Amortization Net Asset Gross Asset Accumulated Amortization Net Asset (Unaudited) Intangible Assets Service contracts $ 35,120 $ (7,303 ) $ 27,817 $ 35,120 $ (6,204 ) $ 28,916 Customer and carrier relationships 40,243 (2,887 ) 37,356 31,039 (1,947 ) 29,092 Non-compete agreements 4,859 (2,108 ) 2,751 4,739 (1,505 ) 3,234 Developed technology 13,268 (2,308 ) 10,960 13,268 (1,647 ) 11,621 Trade names 3,829 (339 ) 3,490 3,029 (211 ) 2,818 Total $ 97,319 $ (14,945 ) $ 82,374 $ 87,195 $ (11,514 ) $ 75,681 The table below reflects the estimated amortization expense for the Company’s intangible assets for each of the next five years and thereafter: In thousands March 31, 2016 Amortization expense (Unaudited) 2016 (remaining nine months) $ 10,547 2017 12,554 2018 11,629 2019 11,629 2020 9,985 Thereafter 26,030 Total $ 82,374 |
Notes Payable and Lines of Cred
Notes Payable and Lines of Credit | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable and Lines of Credit | 7. Notes Payable and Lines of Credit As of March 31, 2016 and December 31, 2015, notes payable were comprised of the following: In thousands March 31, 2016 December 31, 2015 (Unaudited) BMO Senior Secured Term Loans $ 105,125 $ 106,500 Less current portion of notes payable (5,500 ) (5,500 ) Less deferred loan fees (2,255 ) (2,352 ) Notes Payable $ 97,370 $ 98,648 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 an 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 Note 12, 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 March 31, 2016, the outstanding balance under our Senior Secured Credit Facility was $135.0 million (comprised of $105.1 million outstanding under the term loan facility and $29.9 million outstanding under the revolving credit facility). Accordingly, we had $10.1 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 plus income tax expense (or less any income tax benefits) plus capital expenditures, plus dividends, share repurchases and other restricted payments, plus regularly scheduled principal payments of debt for the same period of a least 150% for the most recently ended four quarters. The Senior Secured Credit Facility allows us to pay dividends in an amount up to 50% of our net income if certain other financial conditions are met. The Senior Secured Credit Facility contains other restrictive covenants, including those regarding: indebtedness (including capital leases) and guarantees; liens; operating leases; investments and acquisitions; loans and advances; mergers, consolidations and other fundamental changes; sales of assets; transactions with affiliates; no material changes in nature of business; dividends and distributions, stock repurchases, and other restricted payments; change in name, jurisdiction of organization or fiscal year; burdensome agreements; and capital expenditures. The Senior Secured Credit Facility also has events of default that may result in acceleration of the borrowings thereunder, including: (i) nonpayment of principal, interest, fees or other amounts (subject to customary grace periods for items other than principal); (ii) failure to perform or observe covenants set forth in the loan documentation (subject to customary grace periods for certain affirmative covenants); (iii) any representation or warranty proving to have been incorrect in any material respect when made; (iv) cross-default to other indebtedness and contingent obligations in an aggregate amount in excess of an amount to be agreed upon; (v) bankruptcy and insolvency defaults (with grace period for involuntary proceedings); (vi) inability to pay debts; (vii) monetary judgment defaults in excess of an agreed upon amount; (viii) ERISA defaults; (ix) change of control; (x) actual invalidity or unenforceability of any loan document, any security interest on any material portion of the collateral or asserted (by any loan party) invalidity or unenforceability of any security interest on any collateral; (xi) actual or asserted (by any loan party) invalidity or unenforceability of any guaranty; (xii) material unpaid, final judgments that have not been vacated, discharged, stayed or bonded pending appeal within a specified number of days after the entry thereof; and (xiii) any other event of default agreed to by us and the Administrative Agent. As of March 31, 2016, we were in compliance with the financial and other restrictive covenants under our outstanding material debt obligations, including our Senior Secured Credit Facility. |
Capital Lease Obligations
Capital Lease Obligations | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Capital Lease Obligations | 8. Capital Lease Obligations Equipment subject to capital lease is comprised of capitalized policy and claims administration software development costs and related computer equipment. Monthly payments on the capital lease, which expires on December 3, 2016, were approximately $0.2 million as of March 31, 2016. Payments may be adjusted in connection with a change in the interest rate swap rate quoted in the Bloomberg Swap Rate Report. The Company’s obligations for future payments on the capital lease as of March 31, 2016, based on the interest rate swap rate in effect on that date, are as follows: In thousands Principal Interest Total 2016 1,632 30 1,662 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 9. Earnings Per Share Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include detachable common stock warrants and stock-based awards of restricted shares and stock options, and contingent shares attributable to deferred purchase consideration. The components of basic and diluted EPS are as follows: Three Months Ended March 31, In thousands (except earnings per share) 2016 2015 Basic net earnings (loss) per share Net income (loss) available to common shareholders $ 3,401 $ (4,816 ) Weighted average number of common shares outstanding 27,407 25,163 Basic net earnings (loss) per share $ 0.12 $ (0.19 ) Diluted net earnings (loss) per share Net income (loss) available to common shareholders $ 3,401 $ (4,816 ) Adjustments to net income (loss) applicable to dilutive shares — — Net earnings (loss) attributable to diluted shares $ 3,401 $ (4,816 ) Weighted average number of common shares outstanding 27,407 25,163 Dilutive effect of warrants, options, and restricted shares using the treasury stock method 630 — Weighted average number of common and common equivalent shares outstanding 28,037 25,163 Diluted net earnings (loss) per share $ 0.12 $ (0.19 ) For the three months ended March 31, 2016 there were 1.2 million weighted average stock options and 0.2 million weighted average restricted shares that were not dilutive. Additionally, there was no impact from the Series B warrants to basic or diluted earnings per share for the three months ended March 31, 2016. Effective on April 7, 2016 the Series B warrants were fixed at 4.9 million shares. The Series B warrants will be included in the computation of both basic and diluted earnings per share from April 7, 2016 until the warrant shares are settled in accordance with ASC 260. The Series A warrant shares are included in diluted earnings per share using the treasury stock method for the three months ended March 31, 2016. Due to the net loss of $4.8 million reported for the three months ended March 31, 2015, weighted average outstanding detachable common stock warrants representing 229,267 shares of common stock and restricted shares representing 46,372 shares of common stock were not dilutive. As a result, basic and diluted earnings per share both reflect a net loss of $0.19 per share for the three months then ended. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation Omnibus Incentive Plan On January 15, 2015, the Board of Directors approved the Patriot National 2014 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), subject to and with effect upon approval of such plan by the stockholders of the Company. The Compensation Committee of our Board of Directors determines the participants under the Omnibus Incentive Plan. The Omnibus Incentive Plan provides for non-qualified and incentive stock options, restricted stock and restricted stock units, any or all of which may be made contingent upon the achievement of performance criteria. Subject to the Omnibus Incentive Plan limits, the compensation committee has the discretionary authority to determine the size of an award and on May 11, 2015 delegated the authority to Steven Mariano, our President, to award the grants without the consent of the Compensation Committee. Shares of our common stock available for issuance under the Omnibus Incentive Plan include authorized and unissued shares of common stock or authorized and issued shares of common stock reacquired and held as treasury shares or otherwise, or a combination thereof. The number of available shares is reduced by the aggregate number of shares that become subject to outstanding awards granted under the Omnibus Incentive Plan. To the extent that shares subject to an outstanding award granted under either the Omnibus Incentive Plan are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or by reason of the settlement of such award in cash, then such shares will again be available for grant under the Omnibus Incentive Plan. Shares withheld to satisfy tax withholding requirements upon the vesting of awards other than stock options will also be available for grant under the Omnibus Incentive Plan. Shares that are used to pay the exercise price of an option, shares delivered to or withheld by us to pay withholding taxes related to stock options, and shares that are purchased on the open market with the proceeds of an option exercise, may not again be made available for issuance. Stock Options In the three months ended March 31, 2016, 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 Three Months Ended March 31, In thousands 2016 2015 Expected dividend yield 0 % 0 % Risk-free interest rate (1) 0.49 % 0.49 % Expected volatility (2) 33.02 % 33.02 % Expected life in years (3) 3.0 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 three months ended March 31, 2016 intrinsic value of these options was $0 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, 2015 1,205 $ 14.41 9.2 $ — Options granted 68 $ 6.45 9.8 $ — Options exercised — $ — Options cancelled or forfeited (97 ) $ 14.37 Options outstanding at March 31, 2016 1,176 $ 13.92 8.9 $ — Options expected to vest at March 31, 2016 839 $ 14.00 8.9 $ — Options exercisable at March 31, 2016 337 $ 13.71 8.8 $ — For the three months ended March 31, 2016 , we recognized $0.3 million of stock compensation expense associated with these options, and there was $1.6 million of total unrecognized stock compensation cost related to unvested stock options that is expected to be recognized over a period of approximately 2.4 years. Restricted Stock Awards In the three months ended March 31, 2016, we issued 101,352 restricted shares as incentive compensation for officers, directors, and certain key employees, 32,707 restricted shares were forfeited and 64,415 were settled leaving 558,445 remaining restricted shares outstanding as of March 31, 2016. The fair value of outstanding restricted shares at March 31, 2016 was $4.3 million. Grants of restricted shares for the three months ended March 31, 2016 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, 2015 554 $ 14.63 Restricted shares granted 101 $ 6.16 Restricted shares vested (64 ) $ 14.00 Restricted shares forfeited (33 ) $ 14.47 Unvested restricted shares outstanding as of March 31, 2016 558 $ 12.98 As of March 31, 2016, we recognized $0.9 million of stock compensation expense associated with these restricted shares, and there was $3.2 million of total unrecognized stock compensation cost related to unvested restricted stock to be recognized over a period of approximately 2.4 years. Restricted Stock Units During the three months ended March 31, 2016, we issued 9,240 restricted stock units, 12,108 were forfeited, 34,206 vested, resulting in 131,856 restricted stock units outstanding as of March 31, 2016. The fair value of these awards at March 31, 2016 was $1.0 million. During the three months ended March 31, 2016, we recognized $0.2 million of stock compensation expense associated with these restricted stock units. Unrecognized stock compensation expense associated with RSUs is $1.0 million and will be recognized over the remaining contractual lives of these awards, approximately 2.1 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, 2015 169 $ 15.03 Restricted stock units granted 9 $ 5.86 Restricted stock units vested (34 ) $ 14.17 Restricted stock units forfeited (12 ) $ 15.12 Unvested restricted stock units outstanding as of March 31, 2016 132 $ 14.60 |
Fair Value Measurement of Finan
Fair Value Measurement of Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement of Financial Assets and Liabilities | 11. Fair Value Measurement of Financial Assets and Liabilities With respect to the Company’s financial assets and liabilities, which include short term investments, notes payable, capital lease obligation, earnout obligations of acquisitions and warrant redemption liability, the Company has adopted current accounting guidance which establishes the authoritative definition of fair value, establishes a framework for measuring fair value, creates a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. This guidance defines fair value as the price that would be paid to transfer the warrant redemption liability in an orderly transaction between market participants at the measurement date. As required under current accounting guidance, the Company has identified and disclosed its financial assets and liabilities in a fair value hierarchy, which consists of the following three levels: Definition Level 1 Observable unadjusted quoted prices in active markets for identical securities. Level 2 Observable inputs other than quoted prices in active markets for identical securities, (i) quoted prices in active markets for similar securities. (ii) quoted prices for identical or similar securities in markets that are not active. (iii) inputs other than quoted prices that are observable for the security (e.g., interest rates, yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, credit risks and default rates). (iv) inputs derived from or corroborated by observable market data by correlation or other means. Level 3 Unobservable inputs, including the reporting entity’s own data, as long as there is no The Company’s equity and fixed income security investments 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 March 31, 2016: Fair Value Measurement, Using March 31, 2016 (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 $ — $ — $ — $ — Corporate notes and bonds — — — — Forward purchase asset — — 48,826 48,826 Total $ — $ — $ 48,826 $ 48,826 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 following is a reconciliation of the fair value of the Company’s financial assets that were measured using significant unobservable (Level 3) inputs: Three Months Ended March 31, 2016 (in thousands) Forward Purchase Asset Total Fair value, January 1, 2016 $ 28,120 $ 28,120 Increase in fair value of forward purchase asset 20,706 20,706 Fair Value, March 31, 2016 $ 48,826 $ 48,826 The Company’s notes payable, capital lease obligation, earnout obligations of acquisitions and warrant redemption liability, for which carrying values were equal to fair values, classified by level within the fair value hierarchy, were as follows as of March 31, 2016 and December 31, 2015: Fair Value Measurement, Using March 31, 2016 (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 $ — $ — $ 14,919 $ 14,919 Deferred purchase consideration — — 1,672 1,672 Warrant redemption liability — — 48,826 48,826 Total $ — $ — $ 65,417 $ 65,417 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 The following is a reconciliation of the fair value of the Company’s financial liabilities that were measured using significant unobservable (Level 3) inputs: Three Months Ended March 31, 2016 (in thousands) Earnout Payable Deferred Purchase Consideration Warrant Redemption Liability Total Fair value, January 1, 2016 $ 12,383 $ 6,128 $ 28,120 $ 46,631 Record present value earnout payable on acquisitions 7,750 — — 7,750 Earnout payments made (5,214 ) — — (5,214 ) Deferred purchase payments made — (4,350 ) — (4,350 ) Acquisition adjustment to purchase price — (150 ) — (150 ) Amortize present value discount on deferred purchase consideration — 44 — 44 Increase in fair value of warrant redemption liability — — 20,706 20,706 Fair Value, March 31, 2016 $ 14,919 $ 1,672 $ 48,826 $ 65,417 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions Relationship and Transactions with Guarantee Insurance Group and Guarantee Insurance As of May 11, 2016 Steven M. Mariano, our founder, Chief Executive Officer and Chairman, beneficially owned 54.5% 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. 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. 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 three months ended March 31, 2016, we recognized $40.0 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 $24.5 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 62% and 38%, respectively, of our total fee income and fee income from related party for the three months ended March 31, 2016. Our prices by customer for our brokerage and policyholder services and claims administration services were unchanged for the three months ended March 31, 2016 and 2015, and, accordingly, the net increase in fee income was solely related to changes in the volume of business we managed. Because fee income from related party for claims administration services is based on the net portion of claims expense retained by Guarantee Insurance, as described in Note 13, Concentration Fee income from related party for the three months ended March 31, 2016 and 2015 was $24.5 million and $24.6 million, respectively. Fee income receivable from related party was $20.6 million as of March 31, 2016 and $27.0 million as of December 31, 2015. During the three months ended March 31, 2016, 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, 2016 between Guarantee and Patriot Underwriters regarding rates for agent commission expense. Additionally, Patriot National, Inc. executed an agreement on January 15, 2016 with Guarantee Insurance Group for legal advisory services, for which Patriot received fees of $0.8 million. Loan Arrangements and Receivable from Affiliates As of March 31, 2016, we had a net receivable from related parties of $0.4 million due from entities controlled by Mr. Mariano, our founder, Chairman, President and Chief Executive Officer. As of December 31, 2015, we had a net receivable from related parties amount of approximately $0.5 million due from 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 and Results of Operations—Recent Events.” 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 | 3 Months Ended |
Mar. 31, 2016 | |
Risks And Uncertainties [Abstract] | |
Concentration | 13. Concentration For the three months ended March 31, 2016, approximately 62% of total combined fee income and fee income from related party was attributable to contracts with Guarantee Insurance, the Company’s largest customer and a related party, and approximately 5% was attributable to contracts with the Company’s second largest customer. For the three months ended March 31, 2015, approximately 83% of total combined fee income and fee income from related revenues was attributable to contracts with Guarantee Insurance, and approximately 10% were attributable to contracts with the Company’s second largest customer. As of March 31, 2016, approximately 68% of combined fee income receivable and fee income receivable from related party was attributable to contracts with Guarantee Insurance and approximately 2% of combined 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, 2015, approximately 77% of combined fee income receivable and fee income receivable from related party was attributable to contracts with Guarantee Insurance and approximately 3% of combined fee income receivable and fee income receivable from related party was attributable to contracts with the Company’s second largest customer. Because fee income from related party for claims administration services is based on the net portion of claims expense retained by Guarantee Insurance, the Company’s revenues attributable to contracts with Guarantee Insurance do not necessarily represent fee income from related party. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Contractual Obligations and Commitments In connection with the Senior Secured Credit Facility as described in Note 7, Notes Payable and Lines of Credit Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources. The Company has employment agreements with certain executives and other employees, which provide for compensation and certain other benefits and for severance payments under certain circumstances. The employment agreements contain clauses that become effective upon a change of control of the Company. Upon the occurrence of any of the defined events in the employment agreements, the Company would be obligated to pay certain amounts to the relevant employees. The Company maintains cash at various financial institutions, and, at times, balances may exceed federally insured limits. Management does not believe this results in any material effect on the Company’s financial position or results of operations. In the normal course of business, the Company may be party to various legal actions that management believes will not result in any material effect on the Company’s financial position or results of operations. |
Warrant Redemption Liability
Warrant Redemption Liability | 3 Months Ended |
Mar. 31, 2016 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrant Redemption Liability | 15. 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 March 31, 2016 and December 31, 2015, 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. 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 March 31, 2016, the estimated fair value of Series A and Series B warrant redemption liabilities was $48.8 million. We estimated the fair value of New Series A Warrants as of March 31, 2016. The payoff structure of New Series A Warrants can be replicated by purchasing (i) 0.15 units of Common Stock and (ii) 0.85 units of call option on Common Stock at an adjusted strike price (dollar strike price divided by 85%). The value of call option was estimated using Black Scholes. The estimated fair value of the New Series B Warrants was determined as the closing share price at March 31, 2016 less the exercise price of $0.01. 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 4,889,165 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 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes The Company uses an estimated annual effective tax rate method of computing its interim tax provision. Certain items, including those deemed to be unusual, infrequent or that cannot be reliably estimated, are excluded from the estimated annual effective tax rates. In these cases, the actual tax expense or benefit applicable to that item is treated discretely and is reported in the same period as the related item. The effective tax rate is based on forecasted annual pre-tax income, permanent differences and statutory tax rates. For the three months ended March 31, 2016, the effective income tax rate was 45%. The main driver of the difference in the effective tax rate from the statutory rate is the increase in valuation allowance for acquired deferred tax assets. The Company and its subsidiaries are subject to U.S. federal income tax, as well as income tax in multiple states with heavy concentration in Florida, California, and Pennsylvania. The net deferred tax asset as of March 31, 2016 was $12.1 million before valuation allowance. A valuation allowance related to deferred tax assets is required when it is considered more likely than not that all or part of the benefit related to such assets will not be realized. In assessing the need for a valuation allowance, the Company considered both positive and negative evidence in concluding that a full valuation allowance was necessary against its net deferred tax assets at March 31, 2016. At March 31, 2016 and December 31, 2015, the Company had no unrecognized tax benefits and no amounts recorded for uncertain tax positions. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events On March 3, 2016, the Board of Directors approved a $15 million stock repurchase program. Under the new Repurchase Program, the Company may repurchase up to a maximum of $15 million of its common stock. Pursuant to the Fourth Amendment to the BMO Credit Facility, the Company may purchase no more than 1,000,000 shares in any calendar month. For the three months ended March 31, 2016, the Company purchased 992,182 shares for a purchase price of $5.7 million in the open market. Total purchases under the plan as of May 11, 2016 were 1,360,457 shares for a purchase price of $8.7 million in the open market. As of May 11, 2016, 1,360,457 of the repurchased shares have been retired and none remain as treasury shares. On April 13, 2016, Hudson Bay Master Fund Ltd. (“Hudson Bay”) filed suit in the US District Court for the Southern District of New York against the Company, Steven M. Mariano, our Chairman and Chief Executive Officer, and American Stock Transfer Company, LLC as a nominal Defendant. Hudson Bay alleges that the Company and Mr. Mariano are in breach of various contracts regarding delivery of price adjustment warrants, and that Mr. Mariano interfered with those same contracts between the Company and Hudson Bay. Hudson Bay seeks specific performance of the contracts, monetary damages, and attorney’s fees. On April 14, 2016, CVI Investments Inc.(“CVI”), also filed suit against the Company in the same court. The CVI suit makes similar allegations of breach of contract regarding the price adjustment warrants. The CVI suit similarly seeks specific performance of the contracts, monetary damages, and attorney’s fees, as well as injunctive relief. The Company has filed answers in both actions denying the allegations and asserting defenses. The Company has been indemnified for any losses related to the warrant agreements by Mr. Mariano. |
Description of Business and B26
Description of Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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 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 support for complex business and regulatory processes. We principally offer 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. Patriot National is headquartered in Ft. Lauderdale, Florida. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been omitted pursuant to such rules and regulations. Included for comparative purposes are our consolidated financial statements for the three month period ended March 31, 2015. The unaudited consolidated financial statements included herein are, in the opinion of management, prepared on a basis consistent with our audited consolidated financial statements for the year ended December 31, 2015 and include all normal recurring adjustments necessary for a fair presentation of the information set forth. The quarterly results of operations are not necessarily indicative of the results of operations to be reported for subsequent quarters or the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015. In the preparation of our unaudited consolidated financial statements as of March 31, 2016, management evaluated all material subsequent events or transactions that occurred after the balance sheet date through the date on which the financial statements were issued for potential recognition or disclosure therein. For the Company’s two consolidated subsidiaries, Contego Services Group, LLC (“Contego Services Group”) that is 97% owned, and DecisionUR, LLC (“DecisionUR”) that is 98.8% owned, the third party equity interests are referred to as non-controlling interests. The portion of the third party members’ equity (deficit) of Contego Services Group and DecisionUR are presented as non-controlling interests in the accompanying consolidated balance sheets as of March 30, 2016 and consolidated balance sheet as of December 31, 2015. The Company discloses the following three measures of net income (loss): (i) net income (loss), including non-controlling interest in subsidiary, (ii) net income (loss) attributable to non-controlling interest in subsidiary, and (iii) net income (loss). |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Acquisition [Line Items] | |
Summary of Purchase Prices of Businesses Acquired | The total purchase price was comprised of the following consideration (in thousands): Name and Effective Date of Acquisition (In thousands): Cash Paid Stock Issued Accrued Liability Recorded Earnout Payable Maximum Potential Earnout Payable Total Recorded Purchase Price Mid Atlantic Insurance Services, Inc (January 28, 2016) $ 7,901 $ — $ 926 $ 7,750 $ 8,500 $ 15,651 |
Summary of Unaudited Pro Forma Historical Results | The following is a summary of the unaudited pro forma historical results, as if this entity and the entities acquired in 2015 had been acquired at January 1, 2015 (in thousands, except per share data): Three Months Ended March 31, In thousands (except per share data) 2016 2015 Total revenues 65,142 58,752 Net (loss) income 3,403 (4,216 ) Basic net (loss) income per share $ 0.12 $ (0.17 ) Diluted net (loss) income per share $ 0.12 $ (0.17 ) |
Mid Atlantic Insurance Services, Inc. | |
Business Acquisition [Line Items] | |
Preliminary Estimated Fair Value of the Net Assets Acquired | The preliminary estimated fair value of the net assets of MidAtlantic Insurance Services, inc. acquired at the date of acquisition is as follows: In thousands Total Assets Acquired: Cash $ 28 Accounts receivable 1,481 Fixed assets 50 Goodwill 4,893 Intangible assets: Customer & carrier relationships 9,205 Non-compete agreements 120 Trade name portfolio 800 Total intangible assets 10,125 Total assets acquired 16,577 Liabilities assumed 926 Total net assets acquired $ 15,651 |
Fixed Assets And Other Long T28
Fixed Assets And Other Long Term Assets(Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fixed Assets And Other Long Term Assets [Abstract] | |
Major Classes of Fixed Assets | As of March 31, 2016 and December 31, 2015, our major classes of fixed assets consisted of the following: In thousands March 31, 2016 December 31, 2015 (Unaudited) Fixed Assets Computer equipment, software and furniture and fixtures $ 8,634 $ 8,124 Building 1,428 1,428 Leasehold improvements 3,786 3,733 Total fixed assets 13,848 13,285 Less accumulated depreciation and amortization (8,624 ) (8,193 ) Fixed assets, net of accumulated depreciation and amortization $ 5,224 $ 5,092 |
Other Long Term Assets | As of March 31, 2016 and December 31, 2015, other long term assets consisted of the following: In thousands March 31, 2016 December 31, 2015 (Unaudited) Other long term assets Capitalized policy and claims administration system development costs $ 18,445 $ 17,712 Less accumulated depreciation (7,116 ) (6,284 ) Other long term assets, net of accumulated depreciation $ 11,329 $ 11,428 |
Goodwill and Other Intangible29
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill | Changes in goodwill are summarized as follows: In thousands Balance as of December 31, 2015 $ 118,141 Goodwill acquired 4,893 Acquisition adjustments (569 ) Balance as of March 31, 2016 $ 122,465 |
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: March 31, 2016 December 31, 2015 In thousands Gross Asset Accumulated Amortization Net Asset Gross Asset Accumulated Amortization Net Asset (Unaudited) Intangible Assets Service contracts $ 35,120 $ (7,303 ) $ 27,817 $ 35,120 $ (6,204 ) $ 28,916 Customer and carrier relationships 40,243 (2,887 ) 37,356 31,039 (1,947 ) 29,092 Non-compete agreements 4,859 (2,108 ) 2,751 4,739 (1,505 ) 3,234 Developed technology 13,268 (2,308 ) 10,960 13,268 (1,647 ) 11,621 Trade names 3,829 (339 ) 3,490 3,029 (211 ) 2,818 Total $ 97,319 $ (14,945 ) $ 82,374 $ 87,195 $ (11,514 ) $ 75,681 |
Schedule of Estimated Future Amortization Expense of Intangible Assets | The table below reflects the estimated amortization expense for the Company’s intangible assets for each of the next five years and thereafter: In thousands March 31, 2016 Amortization expense (Unaudited) 2016 (remaining nine months) $ 10,547 2017 12,554 2018 11,629 2019 11,629 2020 9,985 Thereafter 26,030 Total $ 82,374 |
Notes Payable and Lines of Cr30
Notes Payable and Lines of Credit (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | As of March 31, 2016 and December 31, 2015, notes payable were comprised of the following: In thousands March 31, 2016 December 31, 2015 (Unaudited) BMO Senior Secured Term Loans $ 105,125 $ 106,500 Less current portion of notes payable (5,500 ) (5,500 ) Less deferred loan fees (2,255 ) (2,352 ) Notes Payable $ 97,370 $ 98,648 |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Capital Lease Obligations | |
Debt Instrument [Line Items] | |
Schedule of Future Payments on Capital Lease Obligations Based on Interest Rate Swap Rate | The Company’s obligations for future payments on the capital lease as of March 31, 2016, based on the interest rate swap rate in effect on that date, are as follows: In thousands Principal Interest Total 2016 1,632 30 1,662 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Components of Basic and Diluted EPS | The components of basic and diluted EPS are as follows: Three Months Ended March 31, In thousands (except earnings per share) 2016 2015 Basic net earnings (loss) per share Net income (loss) available to common shareholders $ 3,401 $ (4,816 ) Weighted average number of common shares outstanding 27,407 25,163 Basic net earnings (loss) per share $ 0.12 $ (0.19 ) Diluted net earnings (loss) per share Net income (loss) available to common shareholders $ 3,401 $ (4,816 ) Adjustments to net income (loss) applicable to dilutive shares — — Net earnings (loss) attributable to diluted shares $ 3,401 $ (4,816 ) Weighted average number of common shares outstanding 27,407 25,163 Dilutive effect of warrants, options, and restricted shares using the treasury stock method 630 — Weighted average number of common and common equivalent shares outstanding 28,037 25,163 Diluted net earnings (loss) per share $ 0.12 $ (0.19 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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: Three Months Ended March 31, In thousands 2016 2015 Expected dividend yield 0 % 0 % Risk-free interest rate (1) 0.49 % 0.49 % Expected volatility (2) 33.02 % 33.02 % Expected life in years (3) 3.0 3.0 (1) The risk-free interest rate for the periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. (2) The expected volatility is a measure of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data. (3) The expected life is the period of time, on average, that participants are expected to hold their options before exercise based primarily on our historical data. |
Summary of Stock Options Activity | For the three months ended March 31, 2016 intrinsic value of these options was $0 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, 2015 1,205 $ 14.41 9.2 $ — Options granted 68 $ 6.45 9.8 $ — Options exercised — $ — Options cancelled or forfeited (97 ) $ 14.37 Options outstanding at March 31, 2016 1,176 $ 13.92 8.9 $ — Options expected to vest at March 31, 2016 839 $ 14.00 8.9 $ — Options exercisable at March 31, 2016 337 $ 13.71 8.8 $ — |
Summary of Grants of Restricted Shares | Grants of restricted shares for the three months ended March 31, 2016 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, 2015 554 $ 14.63 Restricted shares granted 101 $ 6.16 Restricted shares vested (64 ) $ 14.00 Restricted shares forfeited (33 ) $ 14.47 Unvested restricted shares outstanding as of March 31, 2016 558 $ 12.98 |
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, 2015 169 $ 15.03 Restricted stock units granted 9 $ 5.86 Restricted stock units vested (34 ) $ 14.17 Restricted stock units forfeited (12 ) $ 15.12 Unvested restricted stock units outstanding as of March 31, 2016 132 $ 14.60 |
Fair Value Measurement of Fin34
Fair Value Measurement of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016: Fair Value Measurement, Using March 31, 2016 (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 $ — $ — $ — $ — Corporate notes and bonds — — — — Forward purchase asset — — 48,826 48,826 Total $ — $ — $ 48,826 $ 48,826 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 notes payable, capital lease obligation, earnout obligations of acquisitions and warrant redemption liability, for which carrying values were equal to fair values, classified by level within the fair value hierarchy, were as follows as of March 31, 2016 and December 31, 2015: Fair Value Measurement, Using March 31, 2016 (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 $ — $ — $ 14,919 $ 14,919 Deferred purchase consideration — — 1,672 1,672 Warrant redemption liability — — 48,826 48,826 Total $ — $ — $ 65,417 $ 65,417 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 |
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: Three Months Ended March 31, 2016 (in thousands) Forward Purchase Asset Total Fair value, January 1, 2016 $ 28,120 $ 28,120 Increase in fair value of forward purchase asset 20,706 20,706 Fair Value, March 31, 2016 $ 48,826 $ 48,826 |
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: Three Months Ended March 31, 2016 (in thousands) Earnout Payable Deferred Purchase Consideration Warrant Redemption Liability Total Fair value, January 1, 2016 $ 12,383 $ 6,128 $ 28,120 $ 46,631 Record present value earnout payable on acquisitions 7,750 — — 7,750 Earnout payments made (5,214 ) — — (5,214 ) Deferred purchase payments made — (4,350 ) — (4,350 ) Acquisition adjustment to purchase price — (150 ) — (150 ) Amortize present value discount on deferred purchase consideration — 44 — 44 Increase in fair value of warrant redemption liability — — 20,706 20,706 Fair Value, March 31, 2016 $ 14,919 $ 1,672 $ 48,826 $ 65,417 |
Description of Business and B35
Description of Business and Basis of Presentation - Additional Information (Details) | Mar. 31, 2016Services |
Description Of Business And Basis Of Presentation [Line Items] | |
Number of services offered | 2 |
Contego Services Group, LLC | |
Description Of Business And Basis Of Presentation [Line Items] | |
Ownership interest percentage in the subsidiary | 97.00% |
DecisionUR, LLC | |
Description Of Business And Basis Of Presentation [Line Items] | |
Ownership interest percentage in the subsidiary | 98.80% |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) | Jan. 28, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Business acquisition, maximum potential earnout payable | $ 17,500,000 | |||
Business acquisition, earnout payable | 14,900,000 | |||
Deferred purchase consideration | 1,672,000 | $ 6,128,000 | ||
Asset impairment charges | $ 0 | $ 0 | ||
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 | |||
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 | |||
Mid Atlantic Insurance Services, Inc. | ||||
Business Acquisition [Line Items] | ||||
Total purchase price | $ 15,651,000 | |||
Business acquisition, maximum potential earnout payable | $ 8,500,000 | |||
Total Revenue | $ 1,000,000 | |||
Net income or loss | $ 100,000 |
Business Combinations - Summary
Business Combinations - Summary of Purchase Prices of Businesses Acquired (Details) - USD ($) | Jan. 28, 2016 | Mar. 31, 2016 |
Business Acquisition [Line Items] | ||
Business acquisition, maximum potential earnout payable | $ 17,500,000 | |
Mid Atlantic Insurance Services, Inc. | ||
Business Acquisition [Line Items] | ||
Business acquisition, cash paid | $ 7,901,000 | |
Business acquisition, accrued liability | 926,000 | |
Business acquisition, recorded earnout payable | 7,750,000 | |
Business acquisition, maximum potential earnout payable | 8,500,000 | |
Business acquisition, total recorded purchase price | $ 15,651,000 |
Business Combinations - Estimat
Business Combinations - Estimated Fair Value of the Net Assets Acquired (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Assets Acquired: | ||
Goodwill | $ 122,465 | $ 118,141 |
Mid Atlantic Insurance Services, Inc. | ||
Assets Acquired: | ||
Cash | 28 | |
Accounts receivable | 1,481 | |
Fixed assets | 50 | |
Goodwill | 4,893 | |
Intangible assets: | ||
Total intangible assets | 10,125 | |
Total assets acquired | 16,577 | |
Liabilities assumed | 926 | |
Total net assets acquired | 15,651 | |
Mid Atlantic Insurance Services, Inc. | Customer & carrier relationships | ||
Intangible assets: | ||
Total intangible assets | 9,205 | |
Mid Atlantic Insurance Services, Inc. | Non-compete agreements | ||
Intangible assets: | ||
Total intangible assets | 120 | |
Mid Atlantic Insurance Services, Inc. | Trade name portfolio | ||
Intangible assets: | ||
Total intangible assets | $ 800 |
Business Combinations - Summa39
Business Combinations - Summary of Unaudited Pro Forma Historical Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Business Combinations [Abstract] | ||
Total revenues | $ 65,142 | $ 58,752 |
Net (loss) income | $ 3,403 | $ (4,216) |
Basic net (loss) income per share | $ 0.12 | $ (0.17) |
Diluted net (loss) income per share | $ 0.12 | $ (0.17) |
Equity and Fixed Income Secur40
Equity and Fixed Income Security Investments - Additional Information (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Equity and fixed income security investments | $ 48,826,000 | $ 31,293,000 |
Fair Value Investments | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Equity and fixed income security investments | $ 0 | $ 3,173,000 |
Fixed Assets and Other Long T41
Fixed Assets and Other Long Term Assets - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2016 | |
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 T42
Fixed Assets and Other Long Term Assets - Major Classes of Fixed Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fixed Assets | ||
Fixed assets | $ 13,848 | $ 13,285 |
Less accumulated depreciation and amortization | (8,624) | (8,193) |
Fixed assets, net of accumulated depreciation and amortization | 5,224 | 5,092 |
Computer Equipment, Software and Furniture and Fixtures | ||
Fixed Assets | ||
Fixed assets | 8,634 | 8,124 |
Building | ||
Fixed Assets | ||
Fixed assets | 1,428 | 1,428 |
Leasehold Improvements | ||
Fixed Assets | ||
Fixed assets | $ 3,786 | $ 3,733 |
Fixed Assets and Other Long T43
Fixed Assets and Other Long Term Assets - Other Long Term Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Other long term assets | ||
Capitalized policy and claims administration system development costs | $ 18,445 | $ 17,712 |
Less accumulated depreciation | (7,116) | (6,284) |
Other long term assets, net of accumulated depreciation | $ 11,329 | $ 11,428 |
Goodwill and Other Intangible44
Goodwill and Other Intangible Assets - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Impairment of goodwill | $ 0 |
Goodwill acquired in acquisition | 4,893,000 |
Intangible assets acquired in acquisition | $ 10,100,000 |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets - Summary of Changes in Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Balance as of December 31, 2015 | $ 118,141 |
Goodwill acquired | 4,893 |
Acquisition adjustments | (569) |
Balance as of March 31, 2016 | $ 122,465 |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets - Schedule of Intangible Assets, their Original Fair Value, and their Net Book Values (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | $ 97,319 | $ 87,195 |
Accumulated amortization | (14,945) | (11,514) |
Net asset | 82,374 | 75,681 |
Service contracts | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 35,120 | 35,120 |
Accumulated amortization | (7,303) | (6,204) |
Net asset | 27,817 | 28,916 |
Customer & carrier relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 40,243 | 31,039 |
Accumulated amortization | (2,887) | (1,947) |
Net asset | 37,356 | 29,092 |
Non-compete agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 4,859 | 4,739 |
Accumulated amortization | (2,108) | (1,505) |
Net asset | 2,751 | 3,234 |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 13,268 | 13,268 |
Accumulated amortization | (2,308) | (1,647) |
Net asset | 10,960 | 11,621 |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross asset | 3,829 | 3,029 |
Accumulated amortization | (339) | (211) |
Net asset | $ 3,490 | $ 2,818 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets - Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Amortization expense | ||
2016 (remaining nine months) | $ 10,547 | |
2,017 | 12,554 | |
2,018 | 11,629 | |
2,019 | 11,629 | |
2,020 | 9,985 | |
Thereafter | 26,030 | |
Net asset | $ 82,374 | $ 75,681 |
Notes Payable and Lines of Cr48
Notes Payable and Lines of Credit - Notes Payable (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Less current portion of notes payable | $ (5,500) | $ (5,500) |
Less deferred loan fees | (2,255) | (2,352) |
Notes Payable | 97,370 | 98,648 |
BMO Senior Secured Term Loans | ||
Debt Instrument [Line Items] | ||
Notes payable, Gross | $ 105,125 | $ 106,500 |
Notes Payable and Lines of Cr49
Notes Payable and Lines of Credit - Senior Secured Credit Facility - Additional Information (Details) - USD ($) | Aug. 14, 2015 | Jan. 22, 2015 | Mar. 31, 2016 |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Amount borrowed under credit agreement | $ 40,000,000 | $ 29,900,000 | |
Increase in size of credit facility | 20,000,000 | ||
Line of credit facility, available borrowing amount | $ 10,100,000 | ||
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 | $ 135,000,000 | ||
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 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 | $ 105,100,000 |
Capital Lease Obligations - Add
Capital Lease Obligations - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Leases [Abstract] | |
Expiration of monthly payments on capital lease | Dec. 3, 2016 |
Capital lease obligation monthly lease payments | $ 0.2 |
Capital Lease Obligations - Sch
Capital Lease Obligations - Schedule of Capital Lease Obligations for Future Payments Based on Interest Rate Swap Rate (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Principal | |
2,016 | $ 1,632 |
Interest | |
2,016 | 30 |
Payments on Capital Lease | |
2,016 | $ 1,662 |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Basic net earnings (loss) per share | ||
Net income (loss) available to common shareholders | $ 3,401 | $ (4,816) |
Weighted average number of common shares outstanding | 27,407 | 25,163 |
Basic net earnings (loss) per share | $ 0.12 | $ (0.19) |
Diluted net earnings (loss) per share | ||
Net income (loss) available to common shareholders | $ 3,401 | $ (4,816) |
Net earnings (loss) attributable to diluted shares | $ 3,401 | $ (4,816) |
Weighted average number of common shares outstanding | 27,407 | 25,163 |
Dilutive effect of warrants, options, and restricted shares using the treasury stock method | 630 | |
Weighted average number of common and common equivalent shares outstanding | 28,037 | 25,163 |
Diluted net earnings (loss) per share | $ 0.12 | $ (0.19) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Apr. 07, 2016 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |||
Net loss | $ 3,401 | $ (4,816) | |
Basic net earnings (loss) per share | $ 0.12 | $ (0.19) | |
Series B Warrants | Subsequent Event | |||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |||
Number of warrants fixed | 4,900,000 | ||
Weighted Average | Stock Options | |||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |||
Weighted average number of shares not dilutive | 1,200,000 | ||
Weighted Average | Restricted Shares | |||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |||
Weighted average number of shares not dilutive | 200,000 | ||
Weighted Average | Common Stock Warrants | |||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |||
Weighted average number of shares not dilutive | 229,267 | ||
Weighted Average | Restricted Shares and Stock Options | |||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | |||
Weighted average number of shares not dilutive | 46,372 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2016USD ($)Installmentsshares | Mar. 31, 2015USD ($) | Dec. 31, 2015shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock option vesting installments | Installments | 3 | ||
Number of stock options awarded | 68,533 | ||
Number of stock options forfeited | 96,405 | ||
Number of stock options outstanding | 1,176,837 | 1,205,000 | |
Aggregate intrinsic value of options outstanding | $ | $ 0 | ||
Share based compensation | $ | $ 1,424,000 | $ 2,535,000 | |
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 | $ | $ 300,000 | ||
Total unrecognized compensation cost related to unvested stock options | $ | $ 1,600,000 | ||
Weighted average period of recognition for costs not yet recognized | 2 years 4 months 24 days | ||
Restricted Stock Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock recognized compensation expense associated with these options | $ | $ 900,000 | ||
Total unrecognized compensation cost related to unvested stock options | $ | $ 3,200,000 | ||
Weighted average period of recognition for costs not yet recognized | 2 years 4 months 24 days | ||
Restricted shares granted | 101 | ||
Restricted shares forfeited | 33 | ||
Restricted shares vested | 64 | ||
Unvested restricted shares outstanding at end of period | 558 | 554,000 | |
Restricted Stock Awards | Directors Officers and Key Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Restricted shares granted | 101,352 | ||
Restricted shares forfeited | 32,707 | ||
Restricted shares vested | 64,415 | ||
Unvested restricted shares outstanding at end of period | 558,445 | ||
Unvested restricted shares outstanding , total fair value | $ | $ 4,300,000 | ||
Restricted Stock Unit | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total unrecognized compensation cost related to unvested stock options | $ | $ 1,000,000 | ||
Weighted average period of recognition for costs not yet recognized | 2 years 1 month 6 days | ||
Restricted shares granted | 9,240 | ||
Restricted shares forfeited | 12,108 | ||
Restricted shares vested | 34,206 | ||
Unvested restricted shares outstanding at end of period | 131,856 | 169,000 | |
Unvested restricted shares outstanding , total fair value | $ | $ 1,000,000 | ||
Share based compensation | $ | $ 200,000 |
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) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Expected dividend yield | 0.00% | 0.00% | |
Risk-free interest rate | [1] | 0.49% | 0.49% |
Expected volatility | [2] | 33.02% | 33.02% |
Expected life in years | [3] | 3 years | 3 years |
[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) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Number of Shares | ||
Number of shares, options outstanding at beginning of period | 1,205,000 | |
Number of stock options awarded | 68,533 | |
Number of shares, options cancelled or forfeited | (96,405) | |
Number of shares, options outstanding, ending balance | 1,176,837 | 1,205,000 |
Number of shares, options expected to vest at end of period | 839,000 | |
Number of shares, options exercisable at end of period | 337,000 | |
Weighted Average Exercise Price Per Share | ||
Weighted average exercise price, Outstanding at beginning of period | $ 14.41 | |
Weighted average exercise price, Granted | 6.45 | |
Weighted average exercise price, Canceled or Forfeited | 14.37 | |
Weighted average exercise price, Outstanding at end of period | 13.92 | $ 14.41 |
Weighted average exercise price, Expected to vest | 14 | |
Weighted average exercise price, Exercisable at end of period | $ 13.71 | |
Weighted Average Remaining Contractual Term (In Years) | ||
Weighted average remaining contractual term of Options Outstanding at beginning of period | 8 years 10 months 24 days | 9 years 2 months 12 days |
Weighted-Average Remaining Contractual Term options granted | 9 years 9 months 18 days | |
Weighted average remaining contractual term of Options Expected to vest at end of period | 8 years 10 months 24 days | |
Weighted average remaining contractual term of Options Exercisable at end of period | 8 years 9 months 18 days | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value of Options outstanding at March 31, 2016 | $ 0 |
Stock-Based Compensation - Su57
Stock-Based Compensation - Summary of Grants of Restricted Shares (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Restricted Stock Awards | |
Number of Shares | |
Unvested restricted shares outstanding at December 31, 2015 | shares | 554,000 |
Restricted shares granted | shares | 101 |
Restricted shares vested | shares | (64) |
Restricted shares forfeited | shares | (33) |
Unvested restricted shares outstanding as of March 31, 2016 | shares | 558 |
Weighted-Average Grant-Date Fair Value | |
Weighted-Average Grant-Date Fair Value, Unvested restricted shares outstanding at December 31, 2015 | $ / shares | $ 14.63 |
Weighted-Average Grant-Date Fair Value, Restricted shares granted | $ / shares | 6.16 |
Weighted-Average Grant-Date Fair Value, Restricted shares vested | $ / shares | 14 |
Weighted-Average Grant-Date Fair Value, Restricted shares forfeited | $ / shares | 14.47 |
Weighted-Average Grant-Date Fair Value, Unvested restricted shares outstanding as of March 31, 2016 | $ / shares | $ 12.98 |
Restricted Stock Unit | |
Number of Shares | |
Unvested restricted shares outstanding at December 31, 2015 | shares | 169,000 |
Restricted shares granted | shares | 9,240 |
Restricted shares vested | shares | (34,206) |
Restricted shares forfeited | shares | (12,108) |
Unvested restricted shares outstanding as of March 31, 2016 | shares | 131,856 |
Weighted-Average Grant-Date Fair Value | |
Weighted-Average Grant-Date Fair Value, Unvested restricted shares outstanding at December 31, 2015 | $ / shares | $ 15.03 |
Weighted-Average Grant-Date Fair Value, Restricted shares granted | $ / shares | 5.86 |
Weighted-Average Grant-Date Fair Value, Restricted shares vested | $ / shares | 14.17 |
Weighted-Average Grant-Date Fair Value, Restricted shares forfeited | $ / shares | 15.12 |
Weighted-Average Grant-Date Fair Value, Unvested restricted shares outstanding as of March 31, 2016 | $ / shares | $ 14.60 |
Fair Value Measurement of Fin58
Fair Value Measurement of Financial Assets and Liabilities - Summary of Fair Value Measurement of Equity and fixed Income Security Investments (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity and fixed income security investments | $ 48,826,000 | $ 31,293,000 |
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 | 48,826,000 | 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 | 0 | 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 | 48,826,000 | 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 | $ 48,826,000 | $ 28,120,000 |
Fair Value Measurement of Fin59
Fair Value Measurement of Financial Assets and Liabilities - Summary of Reconciliation of the Fair Value of Financial Assets (Details) - Significant Unobservable Inputs (Level 3) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value, beginning balance | $ 28,120 |
Increase in fair value of forward purchase asset | 20,706 |
Fair value, ending balance | 48,826 |
Forward Purchase Asset | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value, beginning balance | 28,120 |
Increase in fair value of forward purchase asset | 20,706 |
Fair value, ending balance | $ 48,826 |
Fair Value Measurement of Fin60
Fair Value Measurement of Financial Assets and Liabilities - Summary of Fair Value Measurement of Financial Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Earnout payable on acquisitions | $ 14,919 | $ 12,383 |
Deferred purchase consideration | 1,672 | 6,128 |
Warrant redemption liability | 48,826 | 28,120 |
Total | 65,417 | 46,631 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Earnout payable on acquisitions | 14,919 | 12,383 |
Deferred purchase consideration | 1,672 | 6,128 |
Warrant redemption liability | 48,826 | 28,120 |
Total | $ 65,417 | $ 46,631 |
Fair Value Measurement of Fin61
Fair Value Measurement of Financial Assets and Liabilities - Summary of Reconciliation of the Fair Value of Financial Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value, beginning balance | $ 46,631 |
Record present value earnout payable on acquisitions | 7,750 |
Earnout payments made | (5,214) |
Deferred purchase payments made | (4,350) |
Acquisition adjustment to purchase price | (150) |
Amortize present value discount on deferred purchase consideration | 44 |
Increase in fair value of warrant redemption liability | 20,706 |
Fair value, ending balance | 65,417 |
Earnout Payable | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value, beginning balance | 12,383 |
Record present value earnout payable on acquisitions | 7,750 |
Earnout payments made | (5,214) |
Fair value, ending balance | 14,919 |
Deferred Purchase Consideration | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value, beginning balance | 6,128 |
Deferred purchase payments made | (4,350) |
Acquisition adjustment to purchase price | (150) |
Amortize present value discount on deferred purchase consideration | 44 |
Fair value, ending balance | 1,672 |
Warrant Redemption Liability | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value, beginning balance | 28,120 |
Increase in fair value of warrant redemption liability | 20,706 |
Fair value, ending balance | $ 48,826 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | May. 11, 2016 | Jan. 15, 2016 | Dec. 23, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||||||
Total fee income and fee income from related party | $ 64,867,000 | $ 42,992,000 | ||||
Fee income from related party | 24,450,000 | 24,623,000 | ||||
Fee income receivable from related party | 20,618,000 | $ 27,036,000 | ||||
Number of shares of common stock purchased on proportion of shares issued upon exercise of warrants | 100.00% | |||||
Entities controlled by Mr. Mariano | ||||||
Related Party Transaction [Line Items] | ||||||
Fee income receivable from related party | 400,000 | 500,000 | ||||
Related Person Transaction Policy | Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction amount | $ 120,000 | |||||
Percentage of ownership interest | 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 | $ 40,000,000 | |||||
Fee income from related party | 24,500,000 | $ 24,600,000 | ||||
Fee income receivable from related party | $ 20,600,000 | $ 27,000,000 | ||||
Patriot fees received | $ 800,000 | |||||
GUI | Customer Concentration Risk | Fee income | ||||||
Related Party Transaction [Line Items] | ||||||
Concentration risk, percentage | 62.00% | |||||
GUI | Customer Concentration Risk | Fee income from related party | ||||||
Related Party Transaction [Line Items] | ||||||
Concentration risk, percentage | 38.00% | |||||
GUI | Steven M Mariano | Scenario, Forecast | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of beneficially owned of outstanding common stock | 54.50% |
Concentration - Additional Info
Concentration - Additional Information (Details) - Customer Concentration Risk | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fee income | Second Largest Customer | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 5.00% | 10.00% |
Fee income receivable | Second Largest Customer | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 2.00% | 3.00% |
GUI | Fee income | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 62.00% | |
GUI | Fee income | Largest Customer | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 62.00% | 83.00% |
GUI | Fee income receivable | Largest Customer | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 68.00% | 77.00% |
Warrant Redemption Liability -
Warrant Redemption Liability - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 23, 2015 | Dec. 13, 2015 | Mar. 31, 2016 | Dec. 31, 2015 |
Class Of Warrant Or Right [Line Items] | ||||
Warrant redemption liability | $ 48,826 | $ 28,120 | ||
Number of shares of common stock purchased on proportion of shares issued upon exercise of warrants | 100.00% | |||
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] | ||||
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 | |||
Series A Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrant redemption liability | 48,800 | |||
Series B Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrant redemption liability | $ 48,800 | |||
New Series A Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Common stock at an adjusted strike price | 0.15 | |||
Call option on common stock at an adjusted strike price | 0.85 | |||
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 | $ 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] | ||||
Exercise price of warrants | $ 4.51 | |||
Warrants to purchase shares of common stock | 4,889,165 | |||
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 | |||
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 Warrants | Securities Purchase Agreement | ||||
Class Of Warrant Or Right [Line Items] | ||||
Aggregate purchase price of warrants | $ 20,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 45.00% | |
Valuation allowance | $ 12,100,000 | |
Unrecognized tax benefits | 0 | $ 0 |
Uncertain tax positions | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | May. 11, 2016 | Mar. 31, 2016 | Mar. 03, 2016 |
Subsequent Event [Line Items] | |||
Common stock approved under share repurchase program | $ 15,000,000 | ||
Repurchase of common stock, shares | 992,182 | ||
Repurchase of common stock, purchase price | $ 5.7 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Repurchase of common stock, purchase price | $ 8.7 | ||
Repurchase and retired common stock, shares | 1,360,457 | ||
Repurchase shares retired | 1,360,457 | ||
Treasury Shares | 0 | ||
Maximum | |||
Subsequent Event [Line Items] | |||
Common stock approved under share repurchase program | $ 15,000,000 | ||
BMO Credit Facility | Maximum | |||
Subsequent Event [Line Items] | |||
Common stock purchase under share repurchase program | 1,000,000 | ||
Hudson Bay Master Fund Ltd | |||
Subsequent Event [Line Items] | |||
Low suit filling date | Apr. 13, 2016 | ||
CVI Investments Inc | |||
Subsequent Event [Line Items] | |||
Low suit filling date | Apr. 14, 2016 |