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Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2012
Dec. 31, 2011
Current assets:    
Cash and cash equivalents $ 12,362 $ 8,416
Accounts receivable, net 155,928 144,041
Other receivables 86 40
Prepaid expenses 3,773 4,487
Deferred tax assets   1,640
Other current assets 1,184 1,173
Total current assets 173,333 159,797
Property, equipment and leasehold improvements, net 10,345 8,918
Goodwill 304,615 300,260
Intangible assets, net 121,686 146,168
Deferred tax assets, noncurrent 9,169  
Deferred financing costs, net 11,078 11,458
Other assets 459 438
Total assets 630,685 627,039
Current liabilities:    
Accounts payable 41,526 42,642
Accrued expenses 44,594 28,410
Accrued interest expense 10,421 10,247
Deferred revenue 2,644 1,332
Current portion of subordinated unsecured notes payable 1,440 1,932
Deferred tax liability 470  
Current portion of contingent earnout obligation 91 91
Other current liabilities 5,573 5,459
Total current liabilities 106,759 90,113
Senior unsecured notes payable 250,000 [1] 250,000 [1]
Senior secured revolving credit facility and working capital facilities 35,173 44,063
Long-term subordinated unsecured notes payable, less current portion 520 717
Long-term contingent earnout obligation, less current portion 86 86
Deferred tax liability, noncurrent   2,159
Other long-term liabilities 1,834 1,977
Total liabilities 394,372 389,115
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 June 30, 2012 0 0
Common stock, $0.0001 par value; Authorized 250,000,000 shares; issued and outstanding 34,090,618 and 34,034,211 shares at December 31, 2011 and June 30, 2012, respectively 3 3
Additional paid-in capital 274,751 268,162
Accumulated other comprehensive loss (715) (1,429)
Accumulated deficit (29,179) (21,549)
Treasury stock, at cost; 805,613 and 911,539 shares at December 31, 2011 and June 30, 2012, respectively (8,547) (7,263)
Total stockholders’ equity 236,313 [2] 237,924 [2]
Total liabilities and stockholders' equity $ 630,685 $ 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 "Initial Notes"). The Initial Notes were issued at a price of 100% of their principal amount. The Initial Notes are senior obligations of ExamWorks and are guaranteed by ExamWorks' existing and future U.S. subsidiaries (the "Guarantors"). In June 2012, in accordance with the registration rights granted to the original purchasers of the Initial Notes, the Company completed an exchange offer of the privately placed Initial Notes for new 9.0% senior notes due 2019 (the "Exchange Notes," and together with the Initial Notes, the "Senior Unsecured Notes") registered with the SEC with substantially identical terms to the Initial Notes. 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 was 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.
[2] Includes intercompany investments in subsidiaries