Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries

12 Months Ended

Dec. 31, 2015

Condensed Consolidating Financial Information Of Guarantor Subsidiaries [Abstract]

Condensed Consolidating Financial Information Of Guarantor Subsidiaries [Text Block]

(14)             Condensed Consolidating Financial Information of Guarantor Subsidiaries

The Company has outstanding certain indebtedness that is guaranteed by all of its U.S. subsidiaries. However, the indebtedness is not guaranteed by the Company’s foreign subsidiaries. The guarantor subsidiaries are 100% owned and the guarantees are made on a joint and several basis, and are full and unconditional. Separate consolidated financial statements of the guarantor subsidiaries have not been presented because management believes that such information would not be material to investors. However, condensed consolidating financial information as of December 31, 2014 and 2015, and for the three years ended December 31, 2015 is presented below. The Company (issuer of the Senior Unsecured Notes, and subsequently the Notes in April of 2015) was formed in June 2010 to implement a holding company organizational structure. As a result, all operating activities are conducted through the Company’s 100% owned subsidiaries.

Condensed Consolidating Statement of Operations

for the year ended December 31, 2013

(In thousands)

	Guarantor Subsidiaries			Non- Guarantor Subsidiaries			ExamWorks Group, Inc. (Parent Corporation)			Consolidation and Elimination Entries		Consolidated Totals
Revenues	$	374,817		$	241,199		$	—		$	—	$	616,016
Costs and expenses:
Costs of revenues		264,999			140,330			—			—		405,329
Selling, general and administrative expenses		70,681			63,189			—			—		133,870
Depreciation and amortization		31,787			30,961			—			—		62,748
Total costs and expenses		367,467			234,480			—			—		601,947
Income from operations		7,350			6,719			—			—		14,069
Interest and other expenses, net		22,107			7,534			—			—		29,641
Loss before income taxes		(14,757	)		(815	)		—			—		(15,572	)
Provision (benefit) for income taxes		(11,540	)		6,184			—			—		(5,356	)
Net loss before earnings of consolidated subsidiaries	$	(3,217	)	$	(6,999	)	$	—		$	—	$	(10,216	)
Net income (loss) of consolidated subsidiaries		(6,999	)		—			(6,999	)		13,998		—
Net income (loss)	$	(10,216	)	$	(6,999	)	$	(6,999	)	$	13,998	$	(10,216	)

Condensed Consolidating Statement of Operations

for the year ended December 31, 2014

(In thousands)

	Guarantor Subsidiaries			Non- Guarantor Subsidiaries		ExamWorks Group, Inc. (Parent Corporation)		Consolidation and Elimination Entries			Consolidated Totals
Revenues	$	468,419		$	307,196	$	—	$	—		$	775,615
Costs and expenses:
Costs of revenues		308,962			188,076		—		—			497,038
Selling, general and administrative expenses		92,213			78,984		—		—			171,197
Depreciation and amortization		34,302			25,978		—		—			60,280
Total costs and expenses		435,477			293,038		—		—			728,515
Income from operations		32,942			14,158		—		—			47,100
Interest and other expenses, net		24,909			7,262		—		—			32,171
Income before income taxes		8,033			6,896		—		—			14,929
Provision (benefit) for income taxes		(2,151	)		6,586		—		—			4,435
Net income before earnings of consolidated subsidiaries	$	10,184		$	310	$	—	$	—		$	10,494
Net income (loss) of consolidated subsidiaries		310			—		310		(620	)		—
Net income (loss)	$	10,494		$	310	$	310	$	(620	)	$	10,494

Condensed Consolidating Statement of Operations

for the year ended December 31, 2015

(In thousands)

	Guarantor Subsidiaries			Non- Guarantor Subsidiaries		ExamWorks Group, Inc. (Parent Corporation)		Consolidation and Elimination Entries			Consolidated Totals
Revenues	$	511,324		$	308,243	$	—	$	—		$	819,567
Costs and expenses:
Costs of revenues		346,733			189,761		—		—			536,494
Selling, general and administrative expenses		91,064			75,586		—		—			166,650
Depreciation and amortization		36,101			19,590		—		—			55,691
Total costs and expenses		473,898			284,937		—		—			758,835
Income from operations		37,426			23,306		—		—			60,732
Interest and other expenses, net		46,600			5,937		—		—			52,537
Income (loss) before income taxes		(9,174	)		17,369		—		—			8,195
Provision (benefit) for income taxes		(49	)		2,653		—		—			2,604
Net income (loss) before earnings of consolidated subsidiaries	$	(9,125	)	$	14,716	$	—	$	—		$	5,591
Net income (loss) of consolidated subsidiaries		14,716			—		14,716		(29,432	)		—
Net income (loss)	$	5,591		$	14,716	$	14,716	$	(29,432	)	$	5,591

Condensed Consolidating Balance Sheet as of December 31, 2014

(In thousands)

	Guarantor Subsidiaries		Non- Guarantor Subsidiaries		ExamWorks Group, Inc. (Parent Corporation)		Consolidation and Elimination Entries			Consolidated Totals
Assets
Current assets:
Cash and cash equivalents	$	388	$	9,363	$	—	$	—		$	9,751
Accounts receivable, net		55,684		147,505		—		—			203,189
Intercompany receivable		42,002		—		10,667		(52,669	)		—
Prepaid expenses		8,248		5,557		—		—			13,805
Deferred tax assets		3,780		—		—		(4	)		3,776
Other current assets		272		1,165		—		—			1,437
Total current assets		110,374		163,590		10,667		(52,673	)		231,958
Property, equipment and leasehold improvements, net		10,394		5,332		—		—			15,726
Investment in subsidiaries		217,344		—		591,435		(808,779	)		—
Intercompany notes receivable		174,464		—		174,464		(348,928	)		—
Goodwill		387,104		108,575		—		—			495,679
Intangible assets, net		64,530		38,053		—		—			102,583
Long-term accounts receivable, less current portion		—		46,401		—		—			46,401
Deferred tax assets, noncurrent		22,505		7,177		—		—			29,682
Deferred financing costs, net		6,140		29		—		—			6,169
Other assets		663		1,283		—		—			1,946
Total assets	$	993,518	$	370,440	$	776,566	$	(1,210,380	)	$	930,144
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	20,163	$	36,870	$	—	$	—		$	57,033
Intercompany payable		10,667		42,002		—		(52,669	)		—
Accrued expenses		23,904		30,074		—		—			53,978
Accrued interest expense		—		—		10,667		—			10,667
Deferred revenue		244		6,158		—		—			6,402
Deferred tax liability		—		4		—		(4	)		—
Current portion of contingent earnout obligation		—		4,473		—		—			4,473
Current portion of working capital facilities		—		40,396		—		—			40,396
Other current liabilities		2,363		4,587		—		—			6,950
Total current liabilities		57,341		164,564		10,667		(52,673	)		179,899
Senior unsecured notes payable		—		—		250,000		—			250,000
Senior secured revolving credit facility and working capital facilities, less current portion		—		—		143,853		—			143,853
Intercompany notes payable		174,464		174,464		—		(348,928	)		—
Long-term contingent earnout obligation, less current portion		—		2,114		—		—			2,114
Other long-term liabilities		1,795		7,608		—		—			9,403
Total liabilities		233,600		348,750		404,520		(401,601	)		585,269
Commitments and contingencies
Stockholders’ equity (deficit)		759,918		21,690		372,046		(808,779	)		344,875
Total liabilities and stockholders' equity (deficit)	$	993,518	$	370,440	$	776,566	$	(1,210,380	)	$	930,144

Condensed Consolidating Balance Sheet as of December 31, 2015

(In thousands)

	Guarantor Subsidiaries		Non- Guarantor Subsidiaries		ExamWorks Group, Inc. (Parent Corporation)		Consolidation and Elimination Entries			Consolidated Totals
Assets
Current assets:
Cash and cash equivalents	$	33,011	$	14,854	$	—	$	—		$	47,865
Accounts receivable, net		68,896		176,553		—		—			245,449
Intercompany receivable		57,394		—		6,245		(63,639	)		—
Prepaid expenses		10,398		6,411		—		—			16,809
Other current assets		848		1,110		—		—			1,958
Total current assets		170,547		198,928		6,245		(63,639	)		312,081
Property, equipment and leasehold improvements, net		12,695		7,450		—		—			20,145
Investment in subsidiaries		280,114		—		800,743		(1,080,857	)		—
Intercompany notes receivable		174,421		—		174,421		(348,842	)		—
Goodwill		398,045		110,252		—		—			508,297
Intangible assets, net		46,423		38,250		—		—			84,673
Long-term accounts receivable, less current portion		—		62,717		—		—			62,717
Deferred tax assets, noncurrent		47,363		3,042		—		—			50,405
Deferred financing costs, net		9,290		104		—		—			9,394
Other assets		725		3,244		—		—			3,969
Total assets	$	1,139,623	$	423,987	$	981,409	$	(1,493,338	)	$	1,051,681
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	24,072	$	36,527	$	—	$	—		$	60,599
Intercompany payable		6,245		57,394		—		(63,639	)		—
Accrued expenses		13,150		47,598		—		—			60,748
Accrued interest expense		—		—		6,245		—			6,245
Deferred revenue		138		3,546		—		—			3,684
Other current liabilities		3,383		5,673		—		—			9,056
Total current liabilities		46,988		150,738		6,245		(63,639	)		140,332
Senior unsecured notes payable		—		—		500,000		—			500,000
Senior secured revolving credit facility and working capital facilities, less current portion		—		35,243		—		—			35,243
Intercompany notes payable		174,421		174,421		—		(348,842	)		—
Deferred tax liability, noncurrent		—		3,333		—		—			3,333
Other long-term liabilities		2,950		9,788		—		—			12,738
Total liabilities		224,359		373,523		506,245		(412,481	)		691,646
Commitments and contingencies
Stockholders’ equity (deficit)		915,264		50,464		475,164		(1,080,857	)		360,035
Total liabilities and stockholders' equity (deficit)	$	1,139,623	$	423,987	$	981,409	$	(1,493,338	)	$	1,051,681

Condensed Consolidating Statement of Cash Flows for the year ended December 31, 2013

(In thousands)

	Guarantor Subsidiaries			Non- Guarantor Subsidiaries			ExamWorks Group, Inc. (Parent Corporation)			Consolidation and Elimination Entries		Consolidated Totals
Net cash provided by operating activities	$	23,963		$	12,392		$	—		$	—	$	36,355
Investing activities:
Cash paid for acquisitions, net		(592	)		(2,726	)		—			—		(3,318	)
Purchases of equipment and leasehold improvements, net		(3,197	)		(3,347	)		—			—		(6,544	)
Working capital and other settlements for acquisitions		(444	)		(125	)		—			—		(569	)
Proceeds from foreign currency net investment hedge		1,421			—			—			—		1,421
Other		(1,144	)		—			—			—		(1,144	)
Net cash used in investing activities		(3,956	)		(6,198	)		—			—		(10,154	)
Financing activities:
Borrowings under senior secured revolving credit facility		—			—			142,473			—		142,473
Proceeds from the exercise of options and warrants					—			24,261			—		24,261
Excess tax benefit related to share-based compensation					—			6,610			—		6,610
Net borrowings under working capital facilities					2,772			—			—		2,772
Payment of deferred financing costs					(116	)		(56	)		—		(172	)
Repayment of subordinated unsecured notes payable		(270	)		—			—			—		(270	)
Repayment under senior secured revolving credit facility		—			—			(196,746	)		—		(196,746	)
Intercompany notes and investments and other		(23,102	)		(356	)		23,458			—		—
Net cash provided by (used in) financing activities		(23,372	)		2,300			—			—		(21,072	)
Exchange rate impact on cash and cash equivalents		—			(927	)		—			—		(927	)
Net increase (decrease) in cash and cash equivalents		(3,365	)		7,567			—			—		4,202
Cash and cash equivalents, beginning of year		4,125			4,502			—			—		8,627
Cash and cash equivalents, end of year	$	760		$	12,069		$	—		$	—	$	12,829

Condensed Consolidating Statement of Cash Flows for the year ended December 31, 2014

(In thousands)

	Guarantor Subsidiaries			Non- Guarantor Subsidiaries			ExamWorks Group, Inc. (Parent Corporation)			Consolidation and Elimination Entries		Consolidated Totals
Net cash provided by operating activities	$	33,096		$	12,103		$	—		$	—	$	45,199
Investing activities:
Cash paid for acquisitions, net		(177,864	)		(9,538	)		—			—		(187,402	)
Purchases of equipment and leasehold improvements, net		(7,687	)		(3,207	)		—			—		(10,894	)
Working capital and other settlements for acquisitions		(477	)		(1,854	)		—			—		(2,331	)
Proceeds from foreign currency net investment hedge		4,006			—			—			—		4,006
Other		(1,347	)		(195	)		—			—		(1,542	)
Net cash used in investing activities		(183,369	)		(14,794	)		—			—		(198,163	)
Financing activities:
Borrowings under senior secured revolving credit facility		—			—			299,255			—		299,255
Proceeds from the exercise of options and warrants		—			—			42,437			—		42,437
Excess tax benefit related to share-based compensation		—			—			9,287			—		9,287
Net borrowings under working capital facilities		—			4,939			—			—		4,939
Payment of deferred financing costs					—			(263	)		—		(263	)
Repayment of subordinated unsecured notes payable		(333	)		—			—			—		(333	)
Payment of contingent earnout obligation		—			(4,362	)		—			—		(4,362	)
Repayment under senior secured revolving credit facility		—			—			(200,429	)		—		(200,429	)
Intercompany notes and investments and other		150,234			—			(150,287	)		—		(53	)
Net cash provided by (used in) financing activities		149,901			577			—			—		150,478
Exchange rate impact on cash and cash equivalents		—			(592	)		—			—		(592	)
Net increase (decrease) in cash and cash equivalents		(372	)		(2,706	)		—			—		(3,078	)
Cash and cash equivalents, beginning of year		760			12,069			—			—		12,829
Cash and cash equivalents, end of year	$	388		$	9,363		$	—		$	—	$	9,751

Condensed Consolidating Statement of Cash Flows for the year ended December 31, 2015

(In thousands)

	Guarantor Subsidiaries			Non- Guarantor Subsidiaries			ExamWorks Group, Inc. (Parent Corporation)			Consolidation and Elimination Entries		Consolidated Totals
Net cash provided by operating activities	$	30,000		$	20,030		$	—		$	—	$	50,030
Investing activities:
Cash paid for acquisitions, net		(22,697	)		(52,538	)		—			—		(75,235	)
Purchases of building, equipment and leasehold improvements, net		(7,171	)		(4,019	)		—			—		(11,190	)
Working capital and other settlements for acquisitions		(181	)		(31	)		—			—		(212	)
Proceeds from foreign currency net investment hedges		7,698			—			—			—		7,698
Other		(1,499	)		—			—			—		(1,499	)
Net cash used in investing activities		(23,850	)		(56,588	)		—			—		(80,438	)
Financing activities:
Borrowings under senior unsecured notes		—			—			500,000			—		500,000
Borrowings under senior secured revolving credit facility		—			—			25,478			—		25,478
Proceeds from the exercise of options and warrants		—			—			14,423			—		14,423
Excess tax benefit related to share-based compensation		—			—			2,591			—		2,591
Net borrowings under working capital facilities		—			(3,362	)		—			—		(3,362	)
Payment of contingent earnout obligation		—			(5,064	)		—			—		(5,064	)
Payment of deferred financing costs		—			(144	)		(8,891	)		—		(9,035	)
Payment for early redemption of senior unsecured notes		—			—			(14,618	)		—		(14,618	)
Purchases of stock for treasury		—			—			(21,268	)		—		(21,268	)
Repayment under senior secured revolving credit facility		—			—			(169,330	)		—		(169,330	)
Repayments under senior unsecured notes		—			—			(250,000	)		—		(250,000	)
Intercompany notes and investments and other		26,472			51,913			(78,385	)		—		—
Net cash provided by financing activities		26,472			(43,343	)		—			—		69,815
Exchange rate impact on cash and cash equivalents		—			(1,293	)		—					(1,293	)
Net increase in cash and cash equivalents		32,622			5,492			—			—		38,114
Cash and cash equivalents, beginning of year		389			9,362			—			—		9,751
Cash and cash equivalents, end of year	$	33,011		$	14,854		$	—		$	—	$	47,865