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Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2012
Dec. 31, 2011
Current assets:    
Cash and cash equivalents $ 8,466 $ 8,416
Accounts receivable, net 149,760 144,041
Other receivables 65 40
Prepaid expenses 4,951 4,487
Deferred tax assets 1,509 1,640
Other current assets 1,212 1,173
Total current assets 165,963 159,797
Property, equipment and leasehold improvements, net 9,833 8,918
Goodwill 303,019 300,260
Intangible assets, net 135,216 146,168
Deferred tax assets, noncurrent 988  
Deferred financing costs, net 11,343 11,458
Other assets 432 438
Total assets 626,794 627,039
Current liabilities:    
Accounts payable 43,115 42,642
Accrued expenses 37,293 28,410
Accrued interest expense 4,819 10,247
Deferred revenue 1,920 1,332
Current portion of subordinated unsecured notes payable 1,629 1,932
Current portion of contingent earnout obligation 91 91
Other current liabilities 5,082 5,459
Total current liabilities 93,949 90,113
Senior unsecured notes payable 250,000 [1] 250,000 [1]
Senior secured revolving credit facility and working capital facilities 41,557 44,063
Long-term subordinated unsecured notes payable, less current portion 513 717
Long-term contingent earnout obligation, less current portion 86 86
Deferred tax liability, noncurrent   2,159
Other long-term liabilities 1,863 1,977
Total liabilities 387,968 389,115
Commitments and contingencies      
Stockholders’ equity:    
Preferred stock, $0.0001 par value; Authorized 50,000,000 shares; no shares issued and outstanding at December 31, 2011 and March 31, 2012 0 0
Common stock, $0.0001 par value; Authorized 250,000,000 shares; issued and outstanding 34,090,618 and 34,062,008 shares at December 31, 2011 and March 31, 2012, respectively 3 3
Additional paid-in capital 271,324 268,162
Accumulated other comprehensive income (loss) 1,021 (1,429)
Accumulated deficit (25,872) (21,549)
Treasury stock, at cost; Outstanding 805,613 and 844,613 shares at December 31, 2011 and March 31, 2012, respectively (7,650) (7,263)
Total stockholders’ equity 238,826 237,924
Total liabilities and stockholders' equity $ 626,794 $ 627,039
[1] On July 19, 2011, the Company closed a private offering of $250.0 million in aggregate principal amount of 9.0% senior notes due 2019 (the "Senior Unsecured Notes"). The Senior Unsecured Notes were issued at a price of 100% of their principal amount. The Senior Unsecured Notes are senior obligations of ExamWorks and are guaranteed by ExamWorks' existing and future U.S. subsidiaries (the "Guarantors"). A portion of the gross proceeds of $250.0 million were used to repay borrowings outstanding under the Company's Senior Secured Revolving Credit Facility and pay related fees and expenses, and the remainder will be used for general corporate purposes, including acquisitions. The Senior Unsecured Notes were issued under an Indenture, dated as of July 19, 2011 (the "Indenture"), among the Company, the Guarantors and U.S. Bank, National Association, as trustee (the "Trustee"). The Senior Unsecured Notes are the Company's general senior unsecured obligations, and rank equally with the Company's existing and future senior unsecured obligations and senior to all of the Company's further subordinated indebtedness. The Senior Unsecured Notes accrue interest at a rate of 9.0% per year, payable semi-annually in cash in arrears on January 15 and July 15 of each year, commencing January 15, 2012. At any time on or after July 15, 2015, the Company may redeem some or all of the Senior Unsecured Notes at the redemption prices stated in the Indenture, plus accrued and unpaid interest to the date of redemption. Prior to July 15, 2014, the Company may redeem up to 35% of the aggregate principal amount of the Senior Unsecured Notes with net cash proceeds from certain equity offerings at a redemption price equal to 109% of the aggregate principal amount of the Senior Unsecured Notes, plus accrued and unpaid interest, if any, provided that at least 65% of the original aggregate principal amount of the Senior Unsecured Notes remains outstanding after redemption. Further, the Company may redeem some or all of the of the Senior Unsecured Notes at any time prior to July 15, 2015 at a redemption price equal to 100% of the principal amount of the Senior Unsecured Notes plus a make whole premium described in the Indenture, plus accrued and unpaid interest. The Indenture includes covenants which, subject to certain exceptions, limit the ability of the Company and its restricted subsidiaries (as defined in the Indenture) to, among other things, incur additional indebtedness, make certain types of restricted payments, incur liens on assets of the Company or the restricted subsidiaries, engage in asset sales and enter into transactions with affiliates. Upon a change of control (as defined in the Indenture), the Company may be required to make an offer to repurchase the Senior Unsecured Notes at 101% of their principal amount, plus accrued and unpaid interest. The Indenture also contains customary events of default.In connection with the issuance of the Senior Unsecured Notes, the Company and the Guarantors entered into a Registration Rights Agreement, dated as of July 19, 2011 (the "Registration Rights Agreement"). The Registration Rights Agreement requires the Company to register with the Securities and Exchange Commission ("SEC") new 9.0% Senior Unsecured Notes due 2019 (the "Exchange Notes") having substantially identical terms to the Senior Notes and to complete an exchange of the privately placed Senior Notes for the publicly registered Exchange Notes (the "Exchange Offer") or, if the Exchange Offer cannot be effected, to file and keep effective a shelf registration statement for resale of the Senior Notes. Failure of the Company to comply with the registration and exchange requirements set forth in the Registration Rights Agreement within the time periods specified therein would require the Company to pay additional interest on the Senior Unsecured Notes until any such failure to comply is cured. The Company filed a Registration Statement on Form S-4 (the "Registration Statement") with the SEC on April 4, 2012 to effect the Exchange. The Registration Statement was declared effective by the SEC on April 30, 2012. The Company expects to consummate the Exchange Offer and issue the Exchange Notes promptly after the expiration of the Exchange Offer on May 30, 2012.