XML 36 R23.htm IDEA: XBRL DOCUMENT v3.3.1.900
Accounting Policies, by Policy (Policies)
12 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Use of Estimates, Policy [Policy Text Block]

Use of Estimates


The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on certain assumptions which they believe are reasonable in the circumstances and actual results could differ from those estimates. The more significant estimates reflected in these consolidated financial statements include purchase price allocations, useful lives of intangible assets, potential impairment of goodwill and intangible assets, the allowance for doubtful accounts, the portion of accounts receivable deemed to be long term in nature, the valuation of deferred tax assets, the valuation of equity and share-based compensation and derivative instruments.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currencies


Assets and liabilities recorded in foreign currencies are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are recorded to other comprehensive income (loss) and are reported net of the effect of income taxes on the consolidated financial statements (See Note 2 (p) to the Consolidated Financial Statements).

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents


The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2014 and 2015.

Receivables, Policy [Policy Text Block]

Accounts Receivable and Allowance for Doubtful Accounts


Accounts receivable consist of amounts owed to the Company for services provided in the normal course of business and are reported net of allowance for doubtful accounts, which amounted to $9.9 million and $12.2 million as of December 31, 2014 and 2015, respectively. Generally, no collateral is received from customers and additions to the allowance are based on ongoing credit evaluations of customers with general credit experience being within the range of management’s expectations. Accounts are reviewed regularly for collectability and those deemed uncollectible are written off.  The Company assumes, that on average, all accounts receivable will be collected within one year and thus classifies these as current assets; however there are certain receivables, principally in the U.K., that have aged longer than one year as of December 31, 2014 and 2015, and the Company has recorded an estimate for those receivables that will not be collected within one year as long-term in the Consolidated Balance Sheets.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations of Credit Risk


The Company routinely assesses the financial strength of its customers and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. For the years ended December 31, 2013, 2014 and 2015, no individual customer accounted for more than 10% of revenues. At December 31, 2014 and December 31, 2015, there was an individual customer that accounted for approximately 14% of the accounts receivable balance.


As of December 31, 2015, the Company had cash and cash equivalents totaling approximately $47.9 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $33.0 million was held in the U.S. The U.S. amounts were insured under standard FDIC insurance coverage for deposit accounts up to $250,000, per depositor and account ownership category, at each separately insured depository institution.

Property, Plant and Equipment, Policy [Policy Text Block]

Property, Equipment and Leasehold Improvements


Property, equipment and leasehold improvements are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets and accelerated methods for income tax purposes. Leasehold improvements are amortized over the lesser of their expected useful life or the remaining lease term. Maintenance and repair costs are expensed as incurred.

Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]

Long-Lived Assets


In accordance with Impairment or Disposal of Long-Lived Assets, Subsections of Financial Accounting Standards Board (“FASB”) ASC Subtopic 360-10 (“ASC 360”),  Property, Plant, and Equipment — Overall , long-lived assets, such as equipment and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models (using market participant assumptions), quoted market values and third-party independent appraisals, as considered necessary. At December 31, 2014 and 2015, no impairment was noted.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill and Other Intangible Assets


Goodwill is an asset representing the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually in accordance with the provisions of FASB ASC Topic 350, Intangibles — Goodwill and Other (“ASC 350”). The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting units are compared with their carrying values (including goodwill). If the fair value of a reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting units' goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis (using market participant assumptions). If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed.


The Company performed its annual impairment review of goodwill in October of 2014 and 2015 and it was determined that the carrying amount of goodwill was not impaired as the fair value of the reporting units substantially exceeded their carrying values and there have been no subsequent developments that would indicate impairment exists as of December 31, 2015. The goodwill impairment review will continue to be performed annually or more frequently if facts and circumstances warrant a review.


ASC 350 also requires that intangible assets with definite lives be amortized over their estimated useful lives. Currently, customer relationships, trade names, covenants not-to-compete and technology are amortized using the straight-line method over estimated useful lives.

Deferred Charges, Policy [Policy Text Block]

Deferred Financing Costs


In November 2010, the Company entered into a senior secured revolving credit facility with Bank of America N.A. (“Senior Secured Revolving Credit Facility”) (see Note 10). The Company has incurred deferred financing costs of $8.5 million associated with the Senior Secured Revolving Credit Facility, related amendments and restatements, of which $56,000, $263,000 and $1.4 million were incurred in the years ended December 31, 2013, 2014 and 2015, respectively.  In the second quarter of 2015, the Company amended and restated the Senior Secured Revolving Credit Facility in connection with the offering of the Notes as defined below, pursuant to an amended and restated credit agreement (the “Amended and Restated Credit Facility”), which resulted in a loss on extinguishment of debt of approximately $274,000 for the write-off of unamortized deferred financing costs in accordance with ASC topic 470,  Debt  (“ASC 470”).    


Additionally, in July 2011, the Company closed a private offering of $250.0 million in aggregate principal amount of 9.0% senior notes due 2019, which were subsequently registered through a public exchange offer in 2012 (the “Senior Unsecured Notes”). The Company had incurred deferred financing costs of $7.1 million associated therewith, substantially all of which were incurred prior to the year ended December 31, 2013. In connection with the redemption of the Senior Unsecured Notes, as discussed below, the Company recorded debt extinguishment costs of $18.3 million of which $3.7 million related to unamortized deferred financing costs and $14.6 million related to a premium paid for the early redemption of the Senior Unsecured Notes.


In April 2015, the Company completed a public offering of $500.0 million in aggregate principal amount of 5.625% senior unsecured notes due 2023 (the “Notes”). The Notes were issued at a price of 100% of their principal amount. The Notes are senior obligations of ExamWorks and are guaranteed by certain of ExamWorks’ existing and future U.S. subsidiaries. A portion of the gross proceeds of $500.0 million were used to repay all outstanding borrowings under the Senior Secured Revolving Credit Facility, to redeem all of the Senior Unsecured Notes, to pay related fees and expenses, and for general corporate purposes, including acquisitions. The Company has incurred deferred financing costs of $7.5 million relating to this offering, all of which were incurred in the year ended December 31, 2015. 


The deferred financing costs associated with the Senior Secured Revolving Credit Facility and the Notes are being amortized to interest expense over the five-year term of the facility, as amended, and the eight-year term of the notes, respectively, using the straight-line method, which approximates the effective interest method.


The Company amortized $2.2 million, $2.3 million and $1.8 million for the years ended December 31, 2013, 2014 and 2015, respectively, to interest expense.

Deferred Rent [Policy Text Block]

Deferred Rents


The Company entered into various leases for offices that have certain escalation clauses or other features which require rental expense to be recognized on a straight-line basis over the life of the lease. As of December 31, 2014, and 2015, the deferred rent balance was $2.6 million and $3.2 million, respectively, and is included in other current and long-term liabilities in the accompanying Consolidated Balance Sheets.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition


Revenue related to IMEs, peer reviews, bill reviews, administrative support services and Medicare compliance services is recognized at the time services have been performed and the report is shipped to the end user. The Company believes that recognizing revenue at the time the report is shipped is appropriate because the Company’s revenue policies meet the following four criteria in accordance with ASC 605-10-S25,  Revenue Recognition: Overall,  (i) persuasive evidence that arrangement exists, (ii) shipment has occurred, (iii) the price is fixed and determinable and (iv) collectability is reasonably assured. The Company reports revenues net of any sales, use and value added taxes.


Revenue related to other IME services, including litigation support services, medical record retrieval services and case management services, where no report is generated, is recognized at the time the service is performed. The Company believes that recognizing revenue at the time the service is performed is appropriate because the Company’s revenue policies meet the following four criteria in accordance with ASC 605-10-S25, (i) persuasive evidence that arrangement exists, (ii) services have been rendered, (iii) the price is fixed and determinable and (iv) collectability is reasonably assured.


Certain agreements with customers in the U.K. include provisions whereby collection of the amounts billed are contingent on the favorable outcome of the claim.  The Company has deemed these provisions to preclude revenue recognition at the time of performance, as collectability is not reasonably assured and the cash payments are contingent, and is deferring these revenues, net of estimated costs, until the case has been settled, the contingency has been resolved and the cash has been collected.   As of December 31, 2014 and 2015, the Company had $4.4 million and $2.7 million, respectively, in U.K. net deferred revenues associated with such agreements.


Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any subsequent reporting period could be adversely affected.

Cost of Sales, Policy [Policy Text Block]

Costs of Revenues


Costs of revenues are comprised of fees paid to members of the Company’s medical panel; other direct costs including transcription, film and medical record obtainment and transportation; and other indirect costs including labor and overhead related to the generation of revenues.

Shipping and Handling Cost, Policy [Policy Text Block]

Shipping and Handling Costs


Shipping and handling charges billed to customers are recorded as revenue; the corresponding costs are included in costs of revenues

Advertising Costs, Policy [Policy Text Block]

Marketing and Advertising Costs


Marketing and advertising costs are expensed as incurred and amounted to $2.9 million, $3.4 million and $3.4 million for the years ended December 31, 2013, 2014 and 2015, respectively, and are included in selling, general and administrative ("SGA") expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss).

Lease, Policy [Policy Text Block]

Accounting for Leases


The Company leases office space under operating lease agreements with original lease periods of up to 10 years. Certain of the lease agreements contain renewal and rent escalation provisions. Rent escalation provisions are considered in determining straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the lease property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term. Landlord allowances for improvements to leaseholds are included in property and equipment and offset by a corresponding deferred rent credit. The Company amortizes the leasehold improvements over the shorter of the life of the improvements or the lease term. The deferred rent credit is included in other liabilities (current and long term) in the accompanying Consolidated Balance Sheets and will be amortized as a reduction of rent expense over the lease term.

Income Tax, Policy [Policy Text Block]

Income Taxes


Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company applies the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (included in FASB ASC Subtopic 740-10, Income Taxes — Overall ), and recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.


The Company records interest and penalties related to unrecognized tax benefits in income tax expense.

Earnings Per Share, Policy [Policy Text Block]

Income (Loss) Per Common Share


Basic income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during each period. Diluted income (loss) per common share is calculated by dividing net income (loss), adjusted on an “as if converted” basis, by the weighted-average number of actual shares outstanding and, when dilutive, the share equivalents that would arise from the assumed conversion of convertible instruments. The effect of potentially dilutive stock options, warrants, shares of restricted stock with service restrictions that have not yet been satisfied and unvested restricted stock units (“RSUs”) is calculated using the treasury stock method.


For the year ended December 31, 2013, the potentially dilutive securities include options, warrants, shares of restricted stock with a service restriction not yet satisfied and RSUs exercisable into 8.4 million shares of common stock, respectively. For the year ended December 31, 2013, all of the potentially dilutive securities were excluded from the calculation of shares applicable to loss per share, because their inclusion would have been anti-dilutive.


The following table sets forth basic and diluted net income per share computational data for the years ended December 31, 2014 and 2015 (amounts in thousands):


   

Year ended

December 31,

 
   

2014

   

2015

 

Net income

  $ 10,494     $ 5,591  
                 

Weighted average basic shares outstanding:

               

Common stock

    38,656       41,111  
                 

Weighted average diluted shares outstanding:

               

Common stock

    38,656       41,111  

Dilutive securities (1)

    2,576       1,933  

Totals

    41,232       43,044  

 

(1)

For the years ended December 31, 2014 and 2015, the Company’s dilutive securities exclude options potentially exercisable in the future into 69,000 shares and 57,000 shares, respectively, because their inclusion would have been anti-dilutive.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Share-Based Compensation


The Company has an Amended and Restated 2008 Stock Incentive Plan, as amended, (the “Plan”) that provides for granting of stock options, restricted stock, RSUs and other equity awards. The Company accounts for share-based awards in accordance with ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). ASC 718 requires measurement of compensation cost for all share-based awards at fair value on the grant date (or measurement date if different) and recognition of compensation expense, net of forfeitures, over the requisite service period for awards expected to vest.


Stock Options


The fair value of stock option grants is determined using the Black-Scholes valuation model. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, characteristics not present in the Company’s stock options. Additionally, option valuation models require the input of highly subjective assumptions, including the expected volatility of the stock price. Because the Company’s stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimates, in management’s opinion, the existing models may not provide a reliable single measure of the fair value of its share-based awards.


The Company’s expected volatility assumptions are based upon the weighted average of the Company’s peer group median implied volatility, the Company’s mean reversion volatility and the median of the Company’s peer group’s most recent historical volatilities for 2013 and 2014 stock option grants. The Company’s expected volatility assumptions are based upon the weighted average of the Company’s implied volatility, the Company’s mean reversion volatility and the median of the Company’s peer group’s most recent historical volatilities for 2015 stock option grants. Expected life assumptions are based upon the “simplified” method as for those options issued from 2013 to 2015, which were determined to be issued approximately at-the-money. The risk-free interest rate was selected based upon yields of U.S. Treasury issues with a term equal to the expected life of the option being valued.  


The assumptions utilized for stock option grants during 2013, 2014 and 2015 were as follows:


   

2013

   

2014

   

2015

 

Volatility

    48.37 49.10

%

    48.59 49.27

%

      48.59  

Expected life (years)

      6.00           6.00           6.00    

Risk-free interest rate

    0.97 1.73

%

    1.81 2.08

%

      2.01  

Dividend yield

                             

Fair value

  $ 6.63 12.61     $ 14.71 17.26     $ 19.30 19.37  

In 2013, the Company issued approximately 621,000 stock option awards to employees.  The weighted average fair value of each stock option was $8.55 per option and the aggregate fair value was $5.3 million.  All of these awards vest over a three-year period.  Additionally, all these options could vest earlier in the event of a change in control or merger or other acquisition.  Share-based compensation expense related to stock option awards was $12.1 million for the year ended December 31, 2013, of which $2.9 million was included in costs of revenues and $9.2 million was recorded in SGA expenses.


In 2014, the Company issued approximately 630,000 stock option awards to employees.  The weighted average fair value of each stock option was $15.98 per option and the aggregate fair value was $10.1 million.  All of these awards vest over a three-year period, with the exception of approximately 43,000 awards which vest over a four-year period.  Additionally, all these options could vest earlier in the event of a change in control or merger or other acquisition.  Share-based compensation expense related to stock option awards was $8.2 million for the year ended December 31, 2014, of which $2.0 million was included in costs of revenues and $6.2 million was recorded in SGA expenses.


In 2015, the Company issued approximately 35,000 stock option awards to employees.  The weighted average fair value of each stock option was $19.36 per option and the aggregate fair value was $678,000.  All of these awards vest over a three-year period.  Additionally, all these options could vest earlier in the event of a change in control or merger or other acquisition.  Share-based compensation expense related to stock option awards was $5.1 million for the year ended December 31, 2015, of which $1.2 million was included in costs of revenues and $3.9 million was recorded in SGA expenses.


At December 31, 2014 and 2015, the unrecognized compensation expense related to stock option awards was $8.9 million and $4.8 million, respectively, with a remaining weighted average life of 1.7 years and 1.3 years, respectively.


A summary of option activity for the years ended December 31, 2013, 2014 and 2015 follows:


   

Number

of options

   

Weighted

average

exercise

price

   

Weighted

average

remaining

contractual

life (years)

   

Aggregate

intrinsic

value

(in thousands)

 

Outstanding at December 31, 2012

    9,463,657     $ 11.76                  

Options granted

    621,100       18.16                  

Options forfeited

    (520,139

)

    15.38                  

Options exercised

    (2,229,873

)

    10.85                  

Outstanding at December 31, 2013

    7,334,745     $ 12.33                  

Options granted

    629,775       32.72                  

Options forfeited

    (204,348

)

    20.42                  

Options exercised

    (2,794,225

)

    15.20                  

Outstanding at December 31, 2014

    4,965,947     $ 12.96                  

Options granted

    35,000       40.20                  

Options forfeited

    (63,749

)

    22.75                  

Options exercised

    (1,170,330

)

    12.19                  

Outstanding at December 31, 2015

    3,766,868     $ 13.28       5.6     $ 53,865  
                                 

Exercisable at December 31, 2015

    3,328,227     $ 10.89       5.2     $ 53,368  

Expected to vest after December 31, 2015

    368,458     $ 31.45       7.4     $ 418  

Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the fiscal period in excess of the weighted average exercise price multiplied by the number of options outstanding or exercisable. Options expected to vest are unvested shares net of expected forfeitures. The total intrinsic value of stock options exercised was approximately $26.7 million, $54.3 million and $31.1 million during the years ended December 31, 2013, 2014 and 2015, respectively.


There were approximately 4.7 million options exercisable as of December 31, 2013 with a per share weighted average exercise price of $11.29 per option and approximately 3.7 million options exercisable as of December 31, 2014 with a per share weighted average exercise price of $9.95 per option.


Restricted Stock and Restricted Stock Units


The Company has granted members of the Board of Directors, certain employees and outside consultants, time lapse restricted stock and RSUs which vest after a stipulated number of years from the grant date depending on the terms of the issue. The fair value of shares of restricted stock and RSUs is determined based upon the market price of the underlying common stock as of the date of grant. Time lapse restricted shares issued and RSUs vest over one to five-year periods. The agreements under which the restricted stock and RSUs are issued provide that shares awarded may not be sold or otherwise transferred until restrictions established under the stock plans have been satisfied. The restriction on a majority of these awards could expire earlier than the stipulated time frame in the event of a change in control or merger or other acquisition. Share-based compensation expense related to shares of restricted stock and RSUs was $4.0 million, $8.5 million and $17.2 million for the years ended December 31, 2013, 2014 and 2015, respectively, all of which is included in SGA expenses.


The following is a summary of restricted share and RSU activity for the years ended December 31, 2013, 2014 and 2015:


   

Number

of awards

   

Weighted

average

grant date

fair value

 

Non-vested awards at December 31, 2012

    189,412     $ 13.68  

Awards granted

    668,885       15.78  

Awards vested

    (77,513

)

    13.30  

Awards forfeited

    (26,570

)

    14.06  

Non-vested awards at December 31, 2013

    754,214     $ 15.57  

Awards granted

    573,818       34.08  

Awards vested

    (376,753

)

    17.39  

Awards forfeited

    (70,846

)

    33.00  

Non-vested awards at December 31, 2014

    880,433     $ 25.46  

Awards granted

    994,410       37.66  

Awards vested

    (524,569

)

    25.77  

Awards forfeited

    (34,752

)

    35.11  

Non-vested awards at December 31, 2015

    1,315,522     $ 34.30  

The total fair value of vested RSUs and shares of restricted stock during the years ended December 31, 2013, 2014 and 2015 was $1.0 million, $6.6 million and $13.5 million, respectively. At December 31, 2014 and 2015, total unrecognized compensation costs related to non-vested restricted shares and RSUs was $15.6 million and $30.9 million, respectively, which is expected to be recognized over a weighted average period of 1.6 years and 1.9 years, respectively.


During the years ended December 31, 2013 and 2014, the Company recorded share-based compensation expense of $1.1 million and $3.3 million, respectively, related to annual incentive compensation plans established by the Compensation Committee of the Board of Directors, all of which was recorded in SGA expenses. The 2013 obligation was settled in February 2014 via the issuance of approximately 83,000 shares of restricted stock, and the 2014 obligation was settled in March 2015 via the issuance of approximately 122,000 shares of restricted stock. As performance metrics were not achieved for the year ended December 31, 2015, no share-based compensation expense was recorded, and no 2015 plan year obligation was recorded on the Consolidated Balance Sheets.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value Measurements


In September 2006, the FASB issued authoritative guidance codified as ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles and expands disclosure about fair value measurements.


ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into the following levels:


In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterpart credit risk in its assessment of fair value.


Level 1 – Quoted prices in active markets for identical assets or liabilities.


Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.


Level 3 – Unobservable inputs based on the company’s own assumptions.


The Company’s financial assets and (liabilities), which are measured at fair value on a recurring basis, are categorized using the fair value hierarchy at December 31, 2014 and 2015, and are as follows (in thousands):


   

Level 1

   

Level 2

   

Level 3

   

Total

 

As of December 31, 2014

                               

Financial instruments:

                               

Contingent consideration

  $     $     $ (6,587

)

  $ (6,587

)

Foreign currency derivative asset

          272             272  
                                 

As of December 31, 2015

                               

Financial instruments:

                               

Foreign currency derivative asset

  $     $ 848     $     $ 848  

Foreign currency derivative liability

          (1,215

)

          (1,215

)


The contingent consideration relates to earnout provisions recorded in conjunction with certain acquisitions completed in 2013 and 2014 (see Note 3). Of the total decrease in fair value of the contingent consideration of $6.6 million in 2015, $5.1 million was settled as cash consideration to satisfy installments related to a 2013 and 2014 acquisition and the Company recorded $1.5 million in adjustments to the fair value of the obligation related to milestones which were not achieved, recorded to SGA expenses, offset by $162,000 recorded in interest and other expenses, net in the Consolidated Statements of Comprehensive Income (Loss) due to changes in the fair value of the contingent consideration and the remaining change is due to currency fluctuations.


The fair value of the foreign currency derivative was determined using observable market inputs such as foreign currency exchange rates and considers nonperformance risk of the Company and that of its counterparties.

Comprehensive Income, Policy [Policy Text Block]

Accumulated Other Comprehensive Income (Loss)


Accumulated other comprehensive income (loss) refers to revenues, expenses, gains and losses that under U.S. GAAP are recorded as a component of stockholders’ equity but are excluded from net income (loss). The Company’s accumulated other comprehensive income (loss) consists of foreign currency translation adjustments, reported net of tax as appropriate, from those subsidiaries not using the U.S. dollar as their functional currency and unrealized gains and losses, reported net of tax as appropriate, resulting from its net investment hedge of its Australian and U.K. subsidiaries.


Accumulated other comprehensive income (loss) consists of the following (in thousands):


   

Foreign

Currency

Translation

   

Net

investment

hedge -

foreign

exchange

contract

   

Total

 

Balance at December 31, 2013

  $ (6,420

)

  $ 483     $ (5,937

)

Change during 2014:

                       

Before-tax amount

    (16,923

)

    4,900       (12,023

)

Tax (expense) benefit

    5,522       (1,938

)

    3,584  

Total activity in 2014

    (11,401

)

    2,962       (8,439

)

Balance at December 31, 2014

  $ (17,821

)

  $ 3,445     $ (14,376

)

Change during 2015:

                       

Before-tax amount

    (22,127

)

    7,060       (15,067

)

Tax (expense) benefit

    6,232       (2,792

)

    3,440  

Total activity in 2015

    (15,895

)

    4,268       (11,627

)

Balance at December 31, 2015

  $ (33,716

)

  $ 7,713     $ (26,003

)

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements


Recently Adopted Accounting Pronouncements 


In February 2013 the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This update amends Accounting Standards Codification (ASC) Topic 220, “Comprehensive Income,” to require reporting entities to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, reporting entities will be required to present, either on the face of the statement of operations or in the footnotes to the financial statements, significant amounts reclassified from accumulated other comprehensive income by statement of operations line item. ASU 2013-02 is effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted these provisions effective January 1, 2013 and the adoption of these provisions did not have a material impact on its financial position, results of operations or cash flows.


In July 2013, the FASB issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”) which amends accounting guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or tax credit carryforward exists. This new guidance requires entities, if certain criteria are met, to present an unrecognized tax benefit, or portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward when such items exist in the same taxing jurisdiction. The Company adopted the provisions of this ASU in the first quarter of 2014 and adoption did not have a significant impact on its financial position, results of operations or cash flows.


In April 2014, the FASB issued ASU No. 2014-08, (Topic 205 and 360), “Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity” (“ASU 2014-08”) which amends the definition for what types of asset disposals are to be considered discontinued operations, and amends the required disclosures for discontinued operations and assets held for sale. ASU 2014-08 also enhances the convergence of the FASB’s and the International Accounting Standard Board’s reporting requirements for discontinued operations. The amendments in this update are effective for fiscal periods beginning on or after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015. The Company adopted the provisions of this standard effective January 1, 2015, and the adoption of these provisions did not have a material impact on its financial position, results of operations or cash flows.


In November 2014, the FASB issued ASU No. 2014-17, “Business Combinations: Pushdown Accounting” (“ASU 2014-17”) which provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period as a change in accounting principle in accordance with ASC Topic 250, “Accounting Changes and Error Corrections”. If pushdown accounting is applied to an individual change-in-control event, that election is irrevocable. ASU 2014-17 also requires an acquired entity that elects the option to apply pushdown accounting in its separate financial statements to disclose information in the current reporting period that enables users of financial statements to evaluate the effect of pushdown accounting. The Company has adopted the amendments in ASU 2014-17, effective November 18, 2014, as the amendments in the update are effective upon issuance. The adoption of ASU 2014-17 did not have a material impact on the Company’s financial position, results of operations or cash flows.


In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which requires deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The guidance is effective for financial statements issued for interim and annual periods beginning after December 15, 2016. Earlier adoption is permitted for all entities as of the beginning of an interim or annual reporting period. This amendment may be applied either prospectively or retrospectively to all periods presented. The Company adopted the provisions of this ASU prospectively in the fourth quarter of 2015, and did not retrospectively adjust the prior periods. The adoption of this ASU will simplify the presentation of deferred income taxes and reduce complexity without decreasing the usefulness of information provided to users of the Company’s financial statements. The adoption of ASU 2015-17 did not have a significant impact on the Company’s financial position, results of operations or cash flows.


Accounting Pronouncements Not Yet Adopted


In May 2014, the FASB issued ASU No. 2014-09, (Topic 606): Revenue from Contracts with Customers (“ASU 2014-09”) which supersedes the revenue recognition requirements in “Topic 605, Revenue Recognition” and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective retrospectively for annual or interim reporting periods beginning after December 15, 2017, with early adoption permitted for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of this standard on its financial position, results of operations and cash flows.


In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-05”) which define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Currently, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. This going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. This ASU provides guidance regarding management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern and the related footnote disclosures. The amendments are effective for the year ending December 31, 2016, and for interim periods beginning the first quarter of 2017, with early adoption permitted. The Company plans to adopt the provisions for the year ending December 31, 2016 and will provide such disclosures as required if there are conditions and events that raise substantial doubt about its ability to continue as a going concern. The Company currently does not expect the adoption to have a material impact on its financial position, results of operations or cash flows.


In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”) which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in ASU 2015-03. The amendments in this update are effective for fiscal periods beginning on or after December 15, 2015, and interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its financial position, results of operations and cash flows.


In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments” which requires that an acquirer recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments also require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the estimated amounts had been recognized as of the acquisition date. The amendments in this update are effective for fiscal periods beginning on or after December 15, 2015, and interim periods within those fiscal years. The Company plans to adopt the provisions for the year ending December 31, 2016 and currently does not expect the adoption to have a material impact on its financial position, results of operations or cash flows.


There were various other accounting standards and interpretations issued during 2013, 2014 and 2015 the Company has not yet been required to adopt, none of which are expected to have a material impact on its financial position, results of operations or cash flows.