UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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 FORM 10-Q

 

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(Mark One)

 

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended June 30, 2014.

 

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Commission File Number: 001-34930

 

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EXAMWORKS GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware	27-2909425
(State or other jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

 

3280 PEACHTREE ROAD, N.E., SUITE 2625

ATLANTA, GEORGIA 30305

(Address of principal executive offices)

 

Telephone Number (404) 952-2400

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

 

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

 

As of July 28, 2014, ExamWorks Group, Inc. had 39,288,462 shares of Common Stock outstanding.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

June 30, 2014

FORM 10-Q QUARTERLY REPORT

 

TABLE OF CONTENTS

 

			Page
PART I – Financial Information
	Item 1.	Financial Statements	3
		Consolidated Balance Sheets as of December 31, 2013 and  June 30, 2014 (Unaudited)	3
		Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2013 and 2014 (Unaudited)	4
		Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2014 (Unaudited)	5
		Notes to Consolidated Financial Statements (Unaudited)	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45
	Item 4.	Controls and Procedures	46
PART II – Other Information
	Item 1.	Legal Proceedings	46
	Item 1A.	Risk Factors	46
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
	Item 3.	Defaults Upon Senior Securities	46
	Item 4.	Mine Safety Disclosures	46
	Item 5.	Other Information	46
	Item 6.	Exhibits	47
	Signatures		48

 

  

PART 1. FINANCIAL INFORMATION

        ITEM 1. FINANCIAL STATEMENTS

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

 

		December 31,				June 30,
		2013				2014
Assets
Current assets:
Cash and cash equivalents		$	12,829			$	7,891
Accounts receivable, net			169,905				202,815
Prepaid expenses			5,785				9,841
Deferred tax assets			433				1,817
Other current assets			1,298				1,279
Total current assets			190,250				223,643
Property, equipment and leasehold improvements, net			10,950				12,747
Goodwill			369,312				509,884
Intangible assets, net			94,864				134,524
Long-term accounts receivable, less current portion			35,952				44,533
Deferred tax assets, noncurrent			21,491				15,008
Deferred financing costs, net			8,193				7,290
Other assets			1,501				2,063
Total assets		$	732,513			$	949,692
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	52,672			$	61,745
Accrued expenses			38,448				44,509
Accrued interest expense			10,431				10,671
Deferred revenue			5,795				6,119
Current portion of subordinated unsecured notes payable			318				—
Current portion of contingent earnout obligation			2,032				6,529
Current portion of working capital facilities			—				40,410
Other current liabilities			6,438				10,442
Total current liabilities			116,134				180,425
Senior unsecured notes payable			250,000				250,000
Senior secured revolving credit facility and working capital facilities, less current portion			82,970				187,022
Long-term contingent earnout obligation, less current portion			2,373				5,128
Other long-term liabilities			8,165				9,144
Total liabilities			459,642				631,719
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value; Authorized 50,000,000 shares; no shares issued and outstanding at December 31, 2013 and June 30, 2014			—				—
Common stock, $0.0001 par value; Authorized 250,000,000 shares; issued and outstanding 36,298,212 and 39,254,240 shares at December 31, 2013 and June 30, 2014, respectively			4				4
Additional paid-in capital			333,996				374,884
Accumulated other comprehensive loss			(5,937	)			(4,966	)
Accumulated deficit			(46,704	)			(43,461	)
Treasury stock, at cost; Outstanding 905,349 shares at December 31, 2013 and June 30, 2014			(8,488	)			(8,488	)
Total stockholders’ equity			272,871				317,973
Total liabilities and stockholders' equity		$	732,513			$	949,692

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

(In thousands, except share and per share amounts)

(Unaudited)

 

		For the three months ended June 30,								For the six months ended June 30,
		2013				2014				2013				2014
Revenues		$	156,148			$	196,445			$	304,851			$	369,473
Costs and expenses:
Costs of revenues			102,118				124,851				199,502				235,886
Selling, general and administrative expenses			34,076				42,590				67,333				83,118
Depreciation and amortization			15,822				14,858				32,148				29,200
Total costs and expenses			152,016				182,299				298,983				348,204
Income from operations			4,132				14,146				5,868				21,269
Interest and other expenses, net:
Interest expense, net			7,541				7,904				15,119				15,481
Other expense, net			205				191				205				191
Gain on interest rate swap			(46	)			—				(94	)			—
Total interest and other expenses, net			7,700				8,095				15,230				15,672
Income (loss) before income taxes			(3,568	)			6,051				(9,362	)			5,597
Provision (benefit) for income taxes			(785	)			2,519				(2,987	)			2,354
Net income (loss)		$	(2,783	)		$	3,532			$	(6,375	)		$	3,243
Comprehensive Income (Loss):
Net income (loss)		$	(2,783	)		$	3,532			$	(6,375	)		$	3,243
Foreign currency translation adjustments, net of tax			(5,731	)			1,796				(9,982	)			971
Total comprehensive income (loss)		$	(8,514	)		$	5,328			$	(16,357	)		$	4,214
Per share data:
Net income (loss) per share:
Basic		$	(0.08	)		$	0.09			$	(0.18	)		$	0.09
Diluted		$	(0.08	)		$	0.09			$	(0.18	)		$	0.08
Weighted average number of common shares outstanding:
Basic			34,910,937				38,451,848				34,685,892				37,763,812
Diluted			34,910,937				40,939,576				34,685,892				40,522,432

 

The accompanying notes are an integral part of these consolidated financial statements.

 

  

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

		For the six months ended June 30,
		2013				2014
Operating activities:
Net income (loss)		$	(6,375	)		$	3,243
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Gain on interest rate swap			(94	)			—
Depreciation and amortization			32,148				29,200
Amortization of deferred rent			(172	)			(122	)
Share-based compensation			8,414				9,980
Excess tax benefit related to share-based compensation			(1,752	)			(7,314	)
Provision for doubtful accounts			2,113				3,266
Amortization of deferred financing costs			1,081				1,152
Deferred income taxes			(11,029	)			(4,683	)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable			(19,544	)			(25,236	)
Prepaid expenses and other current assets			402				(2,937	)
Accounts payable and accrued expenses			12,314				12,017
Accrued interest expense			(520	)			240
Deferred revenue and customer deposits			1,165				134
Other liabilities			(537	)			(185	)
Net cash provided by operating activities			17,614				18,755
Investing activities:
Cash paid for acquisitions, net			—				(185,128	)
Proceeds from (cash paid for) foreign currency net investment hedges			3,810				(5,044	)
Working capital and other settlements for acquisitions			—				(2,299	)
Purchases of building, equipment and leasehold improvements, net			(3,313	)			(3,610	)
Other			—				(839	)
Net cash provided by (used in) investing activities			497				(196,920	)
Financing activities:
Borrowings under senior secured revolving credit facility			77,000				219,995
Proceeds from the exercise of options and warrants			6,032				23,090
Excess tax benefit related to share-based compensation			1,752				7,314
Net borrowings (repayments) under working capital facilities			(3,216	)			1,160
Payment of deferred financing costs			(52	)			(241	)
Repayment of subordinated unsecured notes payable			—				(333	)
Repayments under senior secured revolving credit facility			(98,300	)			(78,000	)
Other			—				(53	)
Net cash provided by (used in) financing activities			(16,784	)			172,932
Exchange rate impact on cash and cash equivalents			(787	)			295
Net increase (decrease) in cash and cash equivalents			540				(4,938	)
Cash and cash equivalents, beginning of period			8,627				12,829
Cash and cash equivalents, end of period		$	9,167			$	7,891
Supplemental disclosures of cash flow information:
Cash paid for interest		$	14,272			$	13,744
Cash paid for (refund from) income taxes			5,010				(336	)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

(1) Nature of Operations and Basis of Presentation

 

ExamWorks Group, Inc. (“ExamWorks” or the “Company”) is a leading provider of independent medical examinations (“IMEs”), peer and bill reviews, Medicare compliance, case management and other related services (“IME services” or the “IME industry”). ExamWorks, Inc. was incorporated as a Delaware corporation on April 27, 2007 and in June 2010 effected a corporate reorganization creating a holding company, ExamWorks Group, Inc., with ExamWorks, Inc. becoming a 100% owned subsidiary of ExamWorks Group, Inc. From June 2008 through the date of this filing, the Company has acquired 48 IME services companies. As of June 30, 2014, ExamWorks, Inc. operated out of 65 service centers serving all 50 United States, Canada, the United Kingdom and Australia.

 

The consolidated financial statements of the Company as of June 30, 2014 and for the periods ended June 30, 2013 and 2014 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and have not been audited by its independent registered public accounting firm. In the opinion of management, all adjustments of a normal and recurring nature necessary to present fairly the financial position and results of operations and cash flows for all periods presented have been made. Pursuant to SEC rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted from these statements unless significant changes have taken place since the end of the Company's most recent fiscal year. The Company's December 31, 2013 Consolidated Balance Sheet was derived from audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, (the “Form 10-K”), but does not include all disclosures required by U.S. GAAP. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Form 10-K. The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

 

The consolidated financial statements include the accounts of ExamWorks and its 100% owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

 

(2)	Summary of Significant Accounting Policies

  

(a)	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 the valuation of equity issued prior to the Company’s 2010 initial public offering (the “IPO”), 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, and the valuation of deferred tax assets, share-based compensation and derivative instruments.

 

(b)	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)).

 

(c)	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, 2013 and June 30, 2014.

 

(d)	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 $7.2 million and $8.6 million as of December 31, 2013 and June 30, 2014, 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, primarily in the U.K., that have aged longer than one year as of December 31, 2013 and June 30, 2014, 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.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

(e)	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 three and six months ended June 30, 2013 and 2014, no individual customer accounted for more than 10% of revenues. At December 31, 2013 and June 30, 2014 there was an individual customer that accounted for approximately 11% and 13% of the accounts receivable balance, respectively.

 

As of June 30, 2014, the Company had cash and cash equivalents totaling approximately $7.9 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $1.0 million were 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.

 

(f)	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.

 

(g)	Long-Lived Assets

 

In accordance with Impairment or Disposal of Long-Lived Assets, Subsections of Financial Accounting Standards Board (“FASB”) ASC Subtopic 360-10,  Property, Plant, and Equipment — Overall (“ASC 360”), 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, 2013 and June 30, 2014, no impairment was noted.

 

(h)	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 unit’s 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 2013 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 June 30, 2014. The goodwill impairment review will continue to be performed annually and 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.

 

(i)	Deferred Financing Costs

 

In November 2010, the Company entered in to a senior secured revolving credit facility with Bank of America N.A. (“Senior Secured Revolving Credit Facility”) (see Note 10) and has incurred deferred financing costs of $8.3 million, of which $30,000 and $241,000 were incurred in the six months ended June 30, 2013 and 2014, respectively.  In July 2011, the Company closed a private offering of $250 million in aggregate principal amount of 9% senior notes due 2019 (the “Initial Notes”). 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. The Company has incurred deferred financing costs of $7.1 million associated therewith, of which $22,000 was incurred in the six months ended June 30, 2013. There were no deferred financing costs incurred in relation to the Senior Unsecured Notes in the six months ended June 30, 2014.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

The deferred financing costs associated with the Senior Secured Revolving Credit Facility and the Senior Unsecured 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 $502,000 and $1.1 million for the three and six months ended June 30, 2013, respectively, to interest expense. The Company amortized $580,000 and $1.2 million for the three and six months ended June 30, 2014, respectively, to interest expense.

 

(j)	Revenue Recognition

 

Revenue related to IMEs, peer reviews, bill reviews, Medicare compliance services and administrative support 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, 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, 2013 and June 30, 2014, the Company had $5.4 million and $5.5 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.

 

(k)	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.

 

(l)	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.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

(m)	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 three and six months ended June 30, 2013, the potentially dilutive securities include options, warrants, shares of restricted stock with a service restriction not yet satisfied and RSUs exercisable into 9.9 million shares of common stock. For the three and six months ended June 30, 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 three and six month periods ended June 30, 2014 (amounts in thousands):

 

		Three months ended June 30, 2014				Six months ended June 30, 2014
Net income		$	3,532			$	3,243
Basic shares outstanding:
Common stock			38,452				37,764
Diluted shares outstanding:
Common stock			38,452				37,764
Dilutive securities			2,488				2,758
Total			40,940				40,522

 

(n)	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 implied volatility, the Company’s mean reversion volatility and the median of the Company’s peer group’s most recent historical volatilities for 2014 stock option grants. Expected life assumptions are based upon the “simplified” method for those options issued in 2014, 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.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

The assumptions utilized for stock option grants during the six months ended June 30, 2014 were as follows:

 

		2014
Volatility			49.01	%	—		49.27	%
Expected life (years)					6.00
Risk-free interest rate			1.81	%	—		2.08	%
Dividend yield					—
Fair value		$	14.71		—	$	17.26

 

In the six months ended June 30, 2014, the Company issued approximately 453,000 stock option awards to employees and outside consultants.  The weighted average fair value of each stock option was $15.50 per option and the aggregate fair value was $7.0 million.  All of these awards vest over a three-year period.  Additionally, a majority 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 $2.9 million and $5.8 million for the three and six months ended June 30, 2013, respectively of which $719,000 and $1.4 million was included in costs of revenues, respectively, and $2.2 million and $4.4 million was included in selling, general and administrative expenses (“SGA expenses”), respectively. Share-based compensation expense related to stock option awards was $2.0 million and $4.7 million for the three and six months ended June 30, 2014, respectively, of which $492,000 and $1.2 million was included in costs of revenues, respectively, and $1.5 million and $3.5 million was included in SGA expenses, respectively.

 

At June 30, 2014, the unrecognized compensation expense related to stock option awards was $10.6 million, with a remaining weighted average life of 2.0 years.

 

A summary of option activity for the six months ended June 30, 2014 is as follows:

 

		Number of options				Weighted average exercise price				Weighted average remaining contractual life (years)				Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2013			7,334,745			$	12.33
Options granted			453,125				31.54
Options forfeited			(109,268	)			18.72
Options exercised			(1,725,818	)			13.40
Outstanding at June 30, 2014			5,952,784			$	13.36
Exercisable at June 30, 2014			4,484,129			$	11.65				6.6			$	90,039

 

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. The total intrinsic value of stock options exercised was approximately $35.7 million during the six months ended June 30, 2014.

 

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, two and three-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 $961,000 and $1.8 million for the three and six months ended June 30, 2013 respectively, all of which is included in SGA expenses. Share-based compensation expense related to shares of restricted stock and RSUs was $2.2 million and $4.3 million for the three and six months ended June 30, 2014 respectively, all of which is included in SGA expenses.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

The following is a summary of restricted share and RSU activity for the six months ended June 30, 2014:

 

		Number of awards				Weighted average grant date fair value
Non-vested awards at December 31, 2013			754,214			$	15.57
Awards granted			296,274				32.53
Awards vested			(336,310	)			16.53
Awards forfeited			(49,067	)			33.75
Non-vested awards at June 30, 2014			665,111			$	21.30

 

The total fair value of vested RSUs and shares of restricted stock during the six months ended June 30, 2014 was $5.6 million. At June 30, 2014, total unrecognized compensation costs related to non-vested restricted shares and RSUs was $10.2 million which is expected to be recognized over a weighted average period of 1.7 years.

 

During the three and six months ended June 30, 2013, the Company recorded share-based compensation expense of $446,000 and $892,000, 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. During the three and six months ended June 30, 2014, the Company recorded share-based compensation expense of $437,000 and $975,000, respectively, related to annual incentive compensation plans, 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 plan year obligation is recorded as accrued expenses in the accompanying Consolidated Balance Sheets.  The 2014 incentive compensation plan contains a performance metric based on the Company’s 2014 financial performance and a subsequent time-based service requirement. If the performance metric is met, the associated liability will be settled in the first quarter of 2015 with the granting of an indeterminate number of restricted shares which will vest equally on June 1, 2015 and 2016.

 

(o)	Fair Value Measurements

 

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, 2013 and June 30, 2014, and are as follows (in thousands):

 

		Level 1				Level 2				Level 3				Total
As of December 31, 2013
Financial instruments:
Contingent consideration		$	—			$	—			$	(4,834	)		$	(4,834	)
Foreign currency derivative asset			—				61				—				61
Foreign currency derivative liability			—				(683	)			—				(683	)
As of June 30, 2014
Financial instruments:
Contingent consideration		$	—			$	—			$	(11,657	)		$	(11,657	)
Foreign currency derivative liability			—				(2,701	)			—				(2,701	)

 

The contingent consideration relates to earnout provisions recorded in conjunction with certain acquisitions completed in 2009, 2013 and 2014 (see Note 3). Of the total increase in fair value of the contingent consideration of $6.8 million in 2014, $7.1 million was added as the result of a 2014 acquisition and, $207,000 was 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. These increases were offset by a purchase accounting adjustment to a 2013 acquisition in the amount of $373,000 for the change in the fair value of the contingent consideration, $333,000 settled as cash consideration to satisfy an installment related to a 2009 acquisition, and approximately $110,000 of the change in value relates to the release of a restriction associated with shares previously issued related to a 2009 acquisition.

 

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.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

  

(p)	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				Net investment hedge - Australian denominated debt				Total
Balance at December 31, 2013		$	(6,625	)		$	483			$	205			$	(5,937	)
Change during 2014:
Before-tax amount			8,853				(7,123	)			—				1,730
Tax (expense) benefit			(3,576	)			2,817				—				(759	)
Total activity in 2014			5,277				(4,306	)			—				971
Balance at June 30, 2014		$	(1,348	)		$	(3,823	)		$	205			$	(4,966	)

 

(q)	Recent Accounting Pronouncements

 

Recently Adopted Accounting Pronouncements 

 

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 provisions of ASU 2013-11 are effective for fiscal years and interim periods beginning after December 15, 2013 and are to be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Company adopted these provisions effective January 1, 2014 and the adoption of these provisions did not have a material impact on its financial position, results of operations and cash flows.

 

Accounting Pronouncements Not Yet Adopted

 

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 is currently evaluating the impact of this standard on its financial position, results of operations and cash flows.

 

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, 2016, with early application not permitted. The company is currently evaluating the impact of this standard on its financial position, results of operations and cash flows.

 

There were various other accounting standards and interpretations issued during 2013 and 2014 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 and cash flows.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

(3)	Acquisitions

 

ExamWorks operates in a highly fragmented industry and has completed 48 acquisitions since July 14, 2008. A key component of ExamWorks’ acquisition strategy is growth through acquisitions that expand its geographic coverage, that provide new or complementary lines of business, expand its portfolio of services and that increase its market share.

 

The Company has accounted for all business combinations using the purchase method to record a new cost basis for the assets acquired and liabilities assumed. The Company recorded, based on a preliminary purchase price allocation, intangible assets representing client relationships, tradenames, covenants not to compete, technology and the excess of purchase price over the estimated fair value of the tangible assets acquired and liabilities assumed as goodwill in the accompanying consolidated financial statements. The goodwill is attributable to synergies achieved through the streamlining of operations combined with improved margins attainable through increased market presence. The results of operations are reflected in the consolidated financial statements of the Company from the date of acquisition.

 

(a)	2013 Acquisitions

 

In 2013, the Company completed the following individually insignificant acquisitions, as defined in SEC Regulation S-X Rule 3-05, with an aggregate purchase price of $7.3 million, comprised of $3.3 million cash consideration less cash acquired of $8,000, and $4.0 million of contingent consideration. In conjunction with these 2013 acquisitions, the Company incurred transaction costs of $108,000 of which $25,000 were incurred in each of the six months ended June 30, 2013 and 2014, respectively. There were no transaction costs incurred relating to the 2013 acquisitions in the three months ended June 30, 2013 and 2014. These amounts are reported in SGA expenses in the Company’s accompanying Consolidated Statements of Comprehensive Income (Loss). These acquisitions enhanced the service offerings of the Company.

 

Company name		Form of acquisition		Date of acquisition
AGS Risk Limited (United Kingdom)		Substantially all of the assets and assumed certain liabilities		December 10, 2013
Evaluation Resource Group (United States)		Substantially all of the assets and assumed certain liabilities		December 20, 2013

 

The preliminary allocation of consideration for these acquisitions is summarized as follows (in thousands):

 

		Preliminary purchase price allocation December 31, 2013				Adjustments/ reclassifications				Preliminary purchase price allocation June 30, 2014
Equipment and leasehold improvements			130				—				130
Customer relationships			3,141				—				3,141
Tradename			710				—				710
Goodwill			3,024				(309	)			2,715
Assets acquired and liabilities assumed, net			688				(64	)			624
Totals			7,693				(373	)			7,320

 

Goodwill of $2.7 million and other intangible assets of $3.9 million are expected to be deductible for U.S. federal income tax purposes. The Company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but the Company is waiting for additional information necessary to finalize those fair values. Thus, the provisional measurements of fair value set forth above are subject to change. Such changes are not expected to be significant. The Company expects to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date.

 

(b)	2014 Acquisitions

 

In 2014, the Company completed the following individually insignificant acquisitions, as defined in SEC Regulation S-X Rule 3-05, with an aggregate purchase price of $193.2 million, comprised of $187.4 million cash consideration less cash acquired of $1.1 million, and $6.9 million of contingent consideration. In conjunction with these 2014 acquisitions, the Company incurred transaction costs of $1.5 million, of which $186,000 and $916,000 was incurred in the three and six months ended June 30, 2014, respectively. The Company incurred transaction costs of $167,000 in the three and six months ended June 30, 2013. These amounts are reported in SGA expenses in the Company’s accompanying Consolidated Statements of Comprehensive Income (Loss). These acquisitions enhanced and expanded the presence of the service offerings of the Company.

 

  

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

Company name		Form of acquisition		Date of acquisition
Newton Medical Group (United States)		Substantially all of the assets and assumed certain liabilities		January 13, 2014
Cheselden (United Kingdom)		100% of the outstanding share capital		January 16, 2014
G & L Intermediate Holdings ("Gould & Lamb") (United States)		100% of the outstanding common stock		February 3, 2014
Assess Medical Group Pty Ltd. (Australia)		100% of the outstanding common stock		February 14, 2014
Solomon Associates (United States)		Substantially all of the assets and assumed certain liabilities		May 30, 2014
Ability Services Network (United States)		100% of the outstanding common stock		June 6, 2014

 

The preliminary allocation of consideration for these acquisitions is summarized as follows (in thousands):

 

		Preliminary purchase price allocation June 30, 2014
Equipment and leasehold improvements		$	870
Customer relationships			47,307
Tradename			12,415
Covenants not to compete			620
Technology			1,870
Goodwill			135,830
Net deferred tax liability associated with step-up in book basis			(12,375	)
Assets acquired and liabilities assumed, net			6,661
Total		$	193,198

 

Goodwill of $114.8 million and other intangible assets of $35.9 million are expected to be deductible for U.S. federal income tax purposes. The Company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but the Company is waiting for additional information necessary to finalize those fair values. Thus, the provisional measurements of fair value set forth above are subject to change. Such changes are not expected to be significant. The Company expects to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date. The 2014 acquisitions contributed $13.3 million in revenues and $525,000 in operating losses, and $21.8 million in revenues and $183,000 in operating income for the three and six months ended June 30, 2014, respectively.

 

(c)	Pro forma Financial Information

 

The following unaudited pro forma results of operations for the three and six months ended June 30, 2013 and 2014 assumes that the 2013 acquisitions were completed on January 1, 2012 and the 2014 acquisitions were completed on January 1, 2013.

 

For the three months ended June 30, 2013 and 2014, the pro forma results include adjustments to reflect reduced interest and other expenses of $789,000 and $489,000, respectively, associated with the funding of the acquisitions assuming that acquisition related debt was incurred as referenced above.  In addition, incremental depreciation and amortization expense was recorded as if the acquisitions had occurred on the dates referenced above and amounted to $4.3 million and $960,000 for the three months ended June 30, 2013 and 2014, respectively.  Finally, adjustments of $1.6 million and $1.5 million were made to reduce SGA expenses for the three months ended June 30, 2013 and 2014, respectively, principally related to certain salary and other personal expenses attributable to the previous owners of the acquired businesses.  These adjustments represent contractual reductions and are considered to be non-recurring and are not expected to have a continuing impact on the operations of the Company.

 

For the six months ended June 30, 2013 and 2014, the pro forma results include adjustments to reflect reduced interest and other expenses of $1.5 million and $56,000, respectively, associated with the funding of the acquisitions assuming that acquisition related debt was incurred as referenced above.  In addition, incremental depreciation and amortization expense was recorded as if the acquisitions had occurred on the dates referenced above and amounted to $8.6 million and $3.2 million for the six months ended June 30, 2013 and 2014, respectively.  Finally, adjustments of $3.0 million and $5.5 million were made to reduce SGA expenses for the six months ended June 30, 2013 and 2014, respectively, principally related to certain salary and other personal expenses attributable to the previous owners of the acquired businesses.  These adjustments represent contractual reductions and are considered to be non-recurring and are not expected to have a continuing impact on the operations of the Company.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

		Three months ended June 30,								Six months ended June 30,
		2013				2014				2013				2014
		(In thousands, except per share data)
Pro forma revenues		$	178,827			$	203,334			$	348,401			$	389,496
Pro forma net income (loss)			(2,366	)			3,975				(6,268	)			3,695
Pro forma income (loss) per share: Basic		$	(0.07	)		$	0.10			$	(0.18	)		$	0.10
Pro forma income (loss) per share: Diluted		$	(0.07	)		$	0.10			$	(0.18	)		$	0.09

 

The pro forma financial information presented above is not necessarily indicative of either the results of operations that would have occurred had the acquisitions been effective as of January 1 of the respective years or of future operations of the Company.

 

(4)	Property, Equipment and Leasehold Improvements

 

Property, equipment and leasehold improvements at December 31, 2013 and June 30, 2014, consist of the following (in thousands):

 

		Estimated useful lives (years)				December 31, 2013				June 30, 2014
Land and buildings		15				$	600			$	2,240
Computer and office equipment		3					19,551				15,766
Furniture and fixtures		3 to 5					3,364				3,436
Leasehold improvements		Lease term					3,251				3,529
							26,766				24,971
Less accumulated depreciation and amortization							15,816				12,224
Totals						$	10,950			$	12,747

 

Depreciation expense for the three and six months ended June 30, 2013 was $1.3 million and $2.8 million, respectively. Depreciation expense for the three and six months ended June 30, 2014 was $1.6 million and $3.0 million, respectively.

 

 

(5)	Goodwill and Intangible Assets

 

Goodwill by segment at December 31, 2013 and June 30, 2014 consists of the following (in thousands) (1):

 

		United								United
		States				Canada				Kingdom				Australia				Total
Balance at December 31, 2013		$	273,070			$	19,279			$	39,593			$	37,370			$	369,312
Goodwill acquired during the year			125,764				—				1,588				8,478				135,830
Adjustments to prior year acquisitions			64				—				(373	)			—				(309	)
Effect of foreign currency translation			—				(78	)			1,478				3,651				5,051
Balance at June 30, 2014		$	398,898			$	19,201			$	42,286			$	49,499			$	509,884

 

(1)

Goodwill recorded in connection with certain tax benefits to be realized in the Company’s U.S. income tax returns has been reflected in the United States segment.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

   

   Intangible assets at December 31, 2013 and June 30, 2014, consist of the following (in thousands):

 

						December 31, 2013
		Estimated useful lives (months)				Gross carrying amount				Accumulated amortization				Net carrying value
Amortizable intangible assets:
Customer relationships		40 to 60				$	201,395			$	(132,153	)		$	69,242
Tradenames		45 to 84					59,813				(36,164	)			23,649
Covenants not to compete		36					4,714				(2,986	)			1,728
Technology		24 to 40					7,507				(7,262	)			245
Totals						$	273,429			$	(178,565	)		$	94,864

 

						June 30, 2014
		Estimated useful lives (months)				Gross carrying amount				Accumulated amortization				Net carrying value
Amortizable intangible assets:
Customer relationships		40 to 60				$	252,349			$	(153,112	)		$	99,237
Tradenames		45 to 84					73,338				(42,422	)			30,916
Covenants not to compete		36					6,193				(3,567	)			2,626
Technology		24 to 40					9,482				(7,737	)			1,745
Totals						$	341,362			$	(206,838	)		$	134,524

 

The aggregate intangible amortization expense for the three and six months ended June 30, 2013 was $14.5 million and $29.4 million, respectively. The aggregate intangible amortization expense for the three and six months ended June 30, 2014 was $13.3 million and $26.2 million, respectively. The estimated future amortization expense of intangible assets is as follows (in thousands):

 

		Amount
Six months ended December 31, 2014		$	27,966
Year ended December 31:
2015			48,532
2016			34,584
2017			21,227
2018			1,685
Thereafter			530
Total		$	134,524

 

(6)	Accrued Expenses

 

Accrued expenses at December 31, 2013 and June 30, 2014 consist of the following (in thousands):

 

		December 31,				June 30,
		2013				2014
Accrued compensation and benefits		$	9,056			$	9,843
Accrued selling and professional fees			4,317				4,789
Accrued income, value added and other taxes			17,164				22,628
Accrued medical panel fees			3,460				3,941
Other accrued expenses			4,451				3,308
Totals		$	38,448			$	44,509

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

(7)	Stockholders’ Equity

 

During the six months ended June 30, 2014, the Company issued approximately 1.7 million shares of common stock to settle options exercised during the period.

 

During the six months ended June 30, 2014, the Company issued approximately 196,000 shares of common stock to settle warrants exercised during the period.

 

During the six months ended June 30, 2014, the Company issued approximately 98,000 shares of restricted stock with a fair value of $3.0 million to certain officers and employees for services to be provided during the next three years. The Company is recording the expenses related to these awards in SGA expenses over the requisite service period.

 

During the six months ended June 30, 2014, the Company issued approximately 223,000 shares of common stock to settle restricted stock units whose restrictions were lifted during the period.

 

During the six months ended June 30, 2014, the Company issued approximately 83,000 shares of restricted stock to certain officers and employees in settlement of its 2013 incentive compensation plan liability. The restriction on 50% of these shares was lifted on June 1, 2014, and the remaining restriction will be lifted on June 1, 2015. The Company is recording the remaining expenses related to these awards in SGA expenses over the remaining service period.

 

During the six months ended June 30, 2014, the Company did not repurchase any shares under the share repurchase program. As of June 30, 2014, the Company has approximately 905,000 shares of common stock held as treasury shares with an average value of $9.38 per share, and the ability to repurchase an additional $10.2 million in shares of its common stock.

 

(8)	Related Party Transactions

 

The Senior Secured Revolving Credit Facility contains a provision requiring the Company to use a third party to perform financial due diligence for acquisitions exceeding a certain size. With the approval of the senior lender, the Company engaged RedRidge Finance Group (“RedRidge”) to assist it with financial due diligence and incurred $51,000 in fees, pertaining to acquisition-related work performed during the three and six months ended June 30 2013. The Company incurred $115,000 and $291,000 in fees pertaining to acquisition-related work performed during the three and six months ended June 30, 2014, respectively. P&P Investment, LLC (“P&P”), a company owned by Richard Perlman and James Price, the Executive Chairman and Chief Executive Officer, respectively, of the Company, are minority owners and lenders of RedRidge. P&P, Mr. Perlman and Mr. Price have historically waived any right P&P had to any portion of the diligence fees paid by the Company to RedRidge. This waiver terminated as of August 1, 2013.

 

In June 2010, the Company entered into a lease agreement with Compass Partners ("Compass") for corporate office space located at 655 Madison Avenue, 23rd Floor, New York, NY. Compass is an entity owned and controlled by Mr. Perlman. Pursuant to the lease, which ran from April 1, 2010 through June 30, 2014, the Company paid Compass a rental fee of $10,080 per month in 2010, which fee was subject to increase commencing January 1, 2011 based on a proportionate pass through of base rent increases and increases for property taxes and building operating expenses. For the three and six months ended June 30, 2013, the Company made rental and related payments to Compass of $30,000 and $64,000, respectively. For the three and six months ended June 30, 2014, the Company made rental and related payments to Compass of $5,000 and $19,000, respectively. Prior to the entry into this lease agreement, the Company did not incur costs in excess of $120,000 per year with respect to leasing this corporate office space. The lease term expired June 30, 2014, and was not renewed.

 

(9)	Commitments and Contingencies

 

(a)	Lease Commitments

 

The Company and its subsidiaries lease office space and office related equipment under noncancelable operating leases with various expiration dates from 2014 through 2023.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

Future minimum lease payments under the operating leases for the six months ended December 31, 2014 and in each of the years subsequent to December 31, 2014 are as follows (in thousands): 

 

		Amount
Six months ended December 31, 2014		$	6,908
Year ended December 31:
2015			12,630
2016			9,624
2017			7,455
2018			5,632
Thereafter			5,997
Total		$	48,246

 

Related rent expense was $3.1 million and $6.1 million for the three and six months ended June 30, 2013, respectively. Related rent expense was $3.7 million and $7.1 million for the three and six months ended June 30, 2014, respectively.

 

 

(b)	Employee Benefit Plans

 

The Company and certain of its subsidiaries each sponsor separate voluntary defined contribution pension plans. The plans cover employees that meet specific age and length of service requirements. The Company and certain of its subsidiaries have various matching and vesting arrangements within their individual plans. For the three and six months ended June 30, 2013, the Company recorded $138,000 and $277,000, respectively, in compensation expense related to these plans. For the three and six months ended June 30, 2014, the Company recorded $234,000 and $462,000, respectively, in compensation expense related to these plans.

 

(10)	Long-Term Debt

 

		December 31,				June 30,
		2013				2014
		(in thousands)
Senior Unsecured Notes Payable (a)		$	250,000			$	250,000
Senior Secured Revolving Credit Facility, Bank of America, N.A. (b)			45,027				187,022
Working capital facilities, Barclays (c)			37,943				40,410
Various subordinated unsecured notes payable; maturing at various dates from 2011 through 2014 (d)			318				—
			333,288				477,432
Less current portion			318				40,410
		$	332,970			$	437,022

 

(a)     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. 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. 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. The Senior Unsecured Notes are senior obligations of ExamWorks and are guaranteed by ExamWorks’ existing and future U.S. subsidiaries (the “Guarantors”).

 

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.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

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.

 

(b)     The Company entered into a Senior Secured Revolving Credit Facility agreement dated November 2, 2010 (the “Senior Secured Revolving Credit Facility”) with Bank of America, N.A. The facility initially consisted of a $180.0 million revolving credit facility. The facility is available to finance the Company’s acquisition program and working capital needs. On February 9, 2011, the Company exercised the accordion feature of the Senior Secured Revolving Credit Facility, increasing the facility from $180.0 million to $245.0 million.

 

On May 6, 2011, the Company increased and fully exercised the accordion features of the Senior Secured Revolving Credit Facility.  The increase and exercise of the accordion feature increased the committed capacity of the credit facility by $55.0 million, from a total of $245.0 million to a total of $300.0 million.

 

On July 7, 2011, the Company entered into a second amendment to its Senior Secured Revolving Credit Facility (the “Second Amendment”) which became effective simultaneously with the consummation of the Company’s private offering of the Senior Unsecured Notes.  The Second Amendment amended the Senior Secured Revolving Credit Facility to, among other things, (i) extend the maturity date of the Senior Secured Revolving Credit Facility from November 2013 to July 2016; (ii) permit the issuance and sale of the Senior Unsecured Notes; (iii) replace the consolidated senior leverage ratio with a consolidated senior secured leverage ratio while permitting the maximum consolidated senior secured leverage ratio to be 3.00 to 1; (iv) permit the Company’s maximum consolidated leverage ratio to increase from 3.5 to 1 to 4.75 to 1; (v) reduce the borrowing cost; and (vi) allow the Company to complete acquisitions with a purchase price of up to $75.0 million (previously $50.0 million) without prior lender consent. The Second Amendment also reduced the aggregate revolving commitments under the Senior Secured Revolving Credit Facility by $37.5 million for a maximum commitment of $262.5 million, subject to the Company’s right to increase the aggregate revolving commitments by $37.5 million for a maximum commitment of $300.0 million, so long as the Company is not in default and the Company satisfies certain other customary conditions.

 

On February 27, 2012, the Company entered into a third amendment to its Senior Secured Revolving Credit Facility (the “Third Amendment”). The Third Amendment amended the Senior Secured Revolving Credit Facility as to the definitions of consolidated fixed charges and consolidated fixed charge coverage ratio and does not permit the consolidated fixed charge coverage ratio as of the end of any fiscal quarter to be less than (i) for any fiscal quarter ending during the period from December 31, 2011 to and including September 30, 2012, 1.75 to 1.00 and (ii) for any fiscal quarter ending thereafter, 2.00 to 1.00.

 

 

On August 27, 2012, the Company entered into a fourth amendment to its Senior Secured Revolving Credit Facility (the “Fourth Amendment”). The Fourth Amendment amended the Senior Secured Revolving Credit Facility to add the Australian dollar as an alternative currency and increased the alternative currency sublimit from USD $60.0 million to USD $100.0 million.

 

On June 27, 2013, the Company entered into a fifth amendment to its Senior Secured Revolving Credit Facility (the “Fifth Amendment”). Among other changes, the Fifth Amendment modifies the Credit Agreement to permit an implementation of an auto-borrow agreement between the swing line lender and the Company to facilitate cash management, incorporates new provisions related to swap regulations and updates various provisions related to the LIBOR rate, Foreign Account Tax Compliance Act and the International Financial Reporting Standards.

 

On February 3, 2014, the Company entered into a sixth amendment to its Senior Secured Revolving Credit Facility (the “Sixth Amendment”). The Sixth Amendment (i) allowed the Company to consummate the acquisition of Gould & Lamb, and (ii) allows the Company to acquire a target (a) with negative trailing twelve month adjusted EBITDA (as defined in the Senior Secured Revolving Credit Facility) if the purchase price of such acquisition is less than $5.0 million, (b) with trailing twelve month adjusted EBITDA (as defined in the Senior Secured Revolving Credit Facility) of less than or equal to $3.0 million without delivering to the lenders a quality of earnings report regarding such target and (c) without delivering pro forma projections of the Company to the lenders if the purchase price of such acquisition is less than $75.0 million, in each case, without prior lender consent.

 

Borrowings under the Senior Secured Revolving Credit Facility, as amended, bear interest, at either (i) LIBOR plus the applicable margin or (ii) a base rate (equal to the highest of (a) the federal funds rate plus 0.5%, (b) the Bank of America prime rate and (c) LIBOR (using a one-month period) plus 1.0%), plus the applicable margin, as the Company elects. The applicable margin means a percentage per annum determined in accordance with the following table: 

 

	Pricing Tier				Consolidated Senior Secured Leverage Ratio											Commitment Fee/Unused Line Fee				Letter of Credit Fee				Eurocurrency Rate Loans				Base Rate Loans
		1			≥	2.50	to	1.0									0.50%				3.75%				3.75%				2.75%
		2			≥	2.00	to	1.0	but	<	2.50	to	1.0				0.45%				3.50%				3.50%				2.50%
		3			≥	1.50	to	1.0	but	<	2.00	to	1.0				0.40%				3.25%				3.25%				2.25%
		4			≥	1.00	to	1.0	but	<	1.50	to	1.0				0.35%				3.00%				3.00%				2.00%
		5								<	1.00	to	1.0				0.30%				2.75%				2.75%				1.75%

 

In the event of default, the outstanding indebtedness under the facility will bear interest at an additional 2%.

 

The Senior Secured Revolving Credit Facility contains restrictive covenants, including among other things financial covenants requiring the Company to not exceed a maximum consolidated senior secured leverage coverage ratio, a maximum total consolidated leverage ratio and to maintain a minimum consolidated fixed charge coverage ratio. The Senior Secured Revolving Credit Facility also restricts the Company’s ability (subject to certain exceptions) to incur indebtedness, prepay or amend other indebtedness, create liens, make certain fundamental changes including mergers or dissolutions, pay dividends and make other payments in respect of capital stock, make certain investments, sell assets, change its lines of business, enter into transactions with affiliates and other corporate actions.

 

As of June 30, 2014, the Company had $187.0 million outstanding under the Senior Secured Revolving Credit Facility, bearing interest at a rate of LIBOR plus 3.00%, resulting in $75.5 million of undrawn commitments.  

 

(c)            On September 29, 2010, the Company’s indirect 100% owned subsidiary UKIM entered into a Sales Finance Agreement (the “UKIM SFA”) with Barclays Bank PLC (“Barclays”), pursuant to which Barclays provides UKIM a working capital facility of up to £5,000,000, subject to the terms and conditions of the UKIM SFA. The working capital facility bore a discount margin of 2.5% over Base Rate and served to finance UKIM’s unpaid account receivables.  The working capital facility had a minimum term of 36 months.

 

On June 28, 2013, UKIM entered into an amendment to extend the term of the existing UKIM SFA by 24 months from June 28, 2013, to amend the discount margin to 2.4% over Base Rate (0.5% rate on June 30, 2014) and to provide that payments by UKIM for certain non-working capital purposes are permitted under the UKIM SFA. The working capital facility operates on a co-terminus and cross-default basis with other facilities provided by Barclays and with the Senior Secured Revolving Credit Facility. As of June 30, 2014, UKIM had $8.1 million outstanding under the working capital facility, resulting in approximately $419,000 in availability.

 

On May 12, 2011, the Company’s indirect 100% owned subsidiary Premex entered into a Sales Finance Agreement (the “Premex SFA”) with Barclays, pursuant to which Barclays provides Premex a working capital facility of up to £26,500,000, subject to the terms and conditions of the Premex SFA. The working capital facility bears a discount margin of 2.4% over Base Rate (0.5% rate on June 30, 2014) and serves to finance Premex’s unpaid account receivables.  The working capital facility had a minimum term of 36 months.

 

On June 28, 2013, Premex entered into an amendment to extend the term of the existing Premex SFA by 24 months from June 28, 2013, and to provide that payments by Premex for certain non-working capital purposes are permitted under the Premex SFA. The working capital facility operates on a co-terminus and cross-default basis with other facilities provided by Barclays and with the Senior Secured Revolving Credit Facility. As of June 30, 2014, Premex had $32.3 million outstanding under the working capital facility, resulting in approximately $12.9 million in availability.

 

(d)            During 2009 and 2010, the Company issued seller debt in the form of subordinated unsecured notes payable with an estimated fair value of approximately $6.9 million relating to certain acquisitions. These notes were unsecured and subordinated to the Senior Secured Revolving Credit Facility and the Senior Unsecured Notes issued in July 2011. The Company made principal payments totaling $333,000 during the six months ended June 30, 2014, fully settling its unsecured notes payable obligation.

 

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

As of June 30, 2014, future maturities of long-term debt were as follows (in thousands):

 

		Amount
Six months ended December 31, 2014		$	—
Year ended December 31:
2015			40,410
2016			187,022
2017			—
2018			—
Thereafter			250,000
Total		$	477,432

 

(11)	Financial Instruments

 

The FASB issued ASC 815 which establishes accounting and reporting standards for derivative instruments. ASC 815 requires an entity to recognize all derivatives as either assets or liabilities and measure those instruments at fair value. Derivatives that do not qualify as a hedge must be adjusted to fair value in earnings. If the derivative does qualify as a hedge under ASC 815, changes in the fair value will either be offset against the change in fair value of the hedged assets, liabilities or firm commitments or recognized in accumulated other comprehensive income (loss) until the hedged item is recognized in earnings. The ineffective portion of a hedge’s change in fair value will be immediately recognized in earnings.

 

In August 2008, in order to protect against interest rate exposure on its variable-rate debt, the Company entered into an interest rate swap to fix the interest rate applicable to certain of its variable-rate debt. The agreement swapped one-month LIBOR for a fixed interest rate of 4.36% and matured on July 15, 2013. The Company did not meet the criteria for hedge accounting under ASC 815, thus the difference between its amortized cost and its fair value resulted in an unrealized gain for the three and six months ended June 30, 2013 of $46,000 and $94,000, respectively, and such amount was reported in interest and other expenses, net on the accompanying Consolidated Statements of Comprehensive Income (Loss).

 

Beginning in the second quarter of 2013, in order to protect against foreign currency exposure in its Australian operations, the Company entered into forward foreign currency contracts as a hedge of AUD $60.0 million of its net investment in Australia. Beginning in the third quarter of 2013, the Company also entered into forward foreign currency contracts as a hedge of £40.0 million of its net investment in the U.K. The Company settled certain of its hedge positions during the 2014 year and made $5.0 million in net payments. This amount was classified in accumulated other comprehensive loss in the Company’s Consolidated Balance Sheet (see Note 2), offsetting the currency translation adjustment of the related net investment that is also recorded in accumulated other comprehensive loss, and is reported net of the effect of income taxes.

 

As of December 31, 2013, the Company had a net liability of $622,000, with $683,000 recorded in other current liabilities and $61,000 recorded in other current assets with the offsetting net unrealized loss being recorded in accumulated other comprehensive loss in its Consolidated Balance Sheets associated with open forward foreign currency contracts which matured in January of 2014. As of June 30, 2014, the Company had a net liability of $2.7 million, all of which was recorded in other current liabilities with the offsetting net unrealized loss being recorded in accumulated other comprehensive loss in its Consolidated Balance Sheets associated with open forward foreign currency contracts which matured in July of 2014.

 

The Company does not enter into derivative transactions for speculative purposes.

 

(12)	Income Taxes

 

In preparing its consolidated financial statements, the Company estimates income taxes in each of the jurisdictions in which it operates. This process involves estimating actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and financial reporting purposes. These differences result in deferred income tax assets and liabilities.

 

Additionally, the Company currently has significant deferred tax assets and other deductible temporary differences including basis differences between intangible assets. The Company does not provide a valuation allowance against its deferred tax assets as the Company believes that it is more likely than not that all of the deferred tax assets will be realized based on available evidence including scheduled reversal of deferred tax liabilities, projected future taxable income and other tax planning considerations.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

The Company applies the provisions of ASC 740 as it relates to uncertain tax positions. This interpretation prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. ASC 740 states that a tax benefit from an uncertain tax position may be recognized only if it is “more likely than not” that the position is sustainable, based on its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority having full knowledge of all relevant information. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense.

 

The following table summarizes the activity related to the unrecognized tax benefits for the six months ended June 30, 2014, (in thousands)

 

Balance at January 1, 2014		$	355
Increase to prior year tax positions			5
Increase to current year tax positions			—
Expiration of the statute of limitations for the assessment of taxes			—
Decrease related to settlements			—
Balance at June 30, 2014		$	360

 

The Company is no longer subject to U.S. federal income and state tax return examinations by tax authorities for tax years before 2009 and 2008, respectively. The Company operates in multiple taxing jurisdictions and faces audits from various tax authorities. The Company remains subject to examination until the statute of limitations expires for the respective tax jurisdiction. The Company does not anticipate that the amount of the unrecognized benefit will significantly increase or decrease within the next 12 months.

 

Undistributed earnings of the Company’s foreign subsidiaries are considered indefinitely reinvested and, accordingly, no provision for U.S. federal income taxes has been recorded. Deferred taxes are provided for earnings outside the United States when those earnings are not considered indefinitely reinvested.

 

(13)	Segment and Geographical Information

 

The Company applies the provisions of ASC Topic 280, Segment Reporting, (“ASC 280”). ASC 280, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products, major customers and the geographies in which the entity holds material assets and reports revenue. An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the chief operating decision maker (“CODM”) and for which discrete financial information is available. Based on the provisions of ASC 280, the Company has determined that it operates in four geographic segments: the United States, Canada, the United Kingdom and Australia. The CODM evaluates segment performance based on revenues and segment profit, as defined below. The Company’s corporate costs and assets are all incurred in the United States and are included in the United States segment, as this is consistent with how they are presented and reviewed by the CODM. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies.

 

Information relating to the Company’s product groups (IMEs, peer review, bill review, Medicare compliance, case management and other related services) is as follows (in thousands):

 

Revenues:		For the three months ended June 30,								For the six months ended June 30,
		2013				2014				2013				2014
IME and other related services (1)		$	144,292			$	172,968			$	281,626			$	327,508
Peer and bill reviews, Medicare compliance services and case management (1)			11,856				23,477				23,225				41,965
Total revenues		$	156,148			$	196,445			$	304,851			$	369,473

 

(1) Includes the results of certain of the Company’s service centers acquired whose revenues are generated substantially through the indicated product group. Outside of this presentation, other product groups are not tracked within the Company’s financial systems. Additionally, other related services, which include any Medicare compliance services and case management completed at the Company’s historic service centers in the periods presented, are not separately captured within the Company’s financial systems and have been included with IME services in the above presentation as separate presentation is not practicable. With the Company’s acquisition of Gould & Lamb in February of 2014 and Ability Services Network and MedAllocators in June of 2014, Medicare compliance services and case management have been added to the presentation above. None of the individual services within the peer and bill reviews, Medicare compliance services and case management category above represent more than 10% of consolidated revenues.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

   

Information relating to the Company’s geographic segments is as follows (in thousands)(1)(2): 

 

		United								United
		States				Canada				Kingdom				Australia				Total
Three months ended June 30, 2013
Revenues		$	95,493			$	8,275			$	35,274			$	17,106			$	156,148
Segment profit			12,852				1,255				6,654				4,245				25,006
Depreciation and amortization expense			8,257				2,207				2,843				2,515				15,822
Capital expenditures			(710	)			(7	)			(265	)			(561	)			1,543

 

		United								United
		States				Canada				Kingdom				Australia				Total
Six months ended June 30, 2013
Revenues		$	186,671			$	15,696			$	69,041			$	33,443			$	304,851
Segment profit			23,771				2,540				13,498				8,202				48,011
Depreciation and amortization expense			16,879				4,244				5,886				5,139				32,148
Capital expenditures			(1,629	)			(18	)			(1,001	)			(665	)			(3,313	)
Total assets (3)			398,012				36,448				192,989				90,010				717,459
Long-lived assets (3)			322,248				28,599				91,128				77,879				519,854

 

		United								United
		States				Canada				Kingdom				Australia				Total
Three months ended June 30, 2014
Revenues		$	117,343			$	8,578			$	48,665			$	21,859			$	196,445
Segment profit			20,629				1,165				8,378				4,407				34,579
Depreciation and amortization expense			8,169				711				3,094				2,885				14,858
Capital expenditures			(2,462	)			(8	)			(228	)			(201	)			(2,899	)

 

		United								United
		States				Canada				Kingdom				Australia				Total
Six months ended June 30, 2014
Revenues		$	223,392			$	16,085			$	90,718			$	39,278			$	369,473
Segment profit			36,583				2,263				15,459				8,284				62,589
Depreciation and amortization expense			15,888				1,522				6,269				5,521				29,200
Capital expenditures			(2,864	)			(9	)			(517	)			(220	)			(3,610	)
Total assets (3)			575,153				28,904				244,176				101,459				949,692
Long-lived assets (3)			486,176				21,411				107,338				88,826				703,751

 

(1) For segment purposes, the Company defines segment profit as earnings before interest expenses, income taxes, depreciation and amortization, share-based compensation expenses, acquisition related transaction costs and other expenses. A consolidated reconciliation from segment profit to income from operations is included below.

(2) Long-lived assets are noncurrent assets excluding deferred tax assets and deferred financing costs.

(3) Total assets and long-lived assets include goodwill. Goodwill recorded in connection with certain tax benefits to be realized in the Company’s U.S. income tax returns has been reflected in the United States segment.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

A reconciliation of segment profit to consolidated income from operations is as follows (in thousands):

 

		For the three months ended June 30,								For the six months ended June 30,
		2013				2014				2013				2014
Segment Profit		$	25,006			$	34,579			$	48,011			$	62,589
Depreciation and amortization			(15,822	)			(14,858	)			(32,148	)			(29,200	)
Share-based compensation expense			(4,283	)			(4,627	)			(8,414	)			(9,980	)
Acquisition related transaction costs			(458	)			(762	)			(907	)			(1,954	)
Other expenses			(311	)			(186	)			(674	)			(186	)
Income from operations		$	4,132			$	14,146			$	5,868			$	21,269

 

 

(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, 2013 and June 30, 2014, and for the three and six months ended June 30, 2013 and 2014 is presented below. The Company (issuer of the Senior Unsecured Notes) 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 three months ended June 30, 2013

(In thousands)

 

		Guarantor Subsidiaries				Non-Guarantor Subsidiaries				ExamWorks Group, Inc. (Parent Corporation)				Consolidation and Elimination Entries				Consolidated Totals
Revenues		$	95,493			$	60,655			$	—			$	—			$	156,148
Costs and expenses:
Costs of revenues			67,073				35,045				—				—				102,118
Selling, general and administrative expenses			17,280				16,796				—				—				34,076
Depreciation and amortization			8,256				7,566				—				—				15,822
Total costs and expenses			92,609				59,407				—				—				152,016
Income from operations			2,884				1,248				—				—				4,132
Interest and other expenses, net			5,788				1,912				—				—				7,700
Loss before income taxes			(2,904	)			(664	)			—				—				(3,568	)
Provision (benefit) for income taxes			(1,820	)			1,035				—				—				(785	)
Net loss before earnings of consolidated subsidiaries		$	(1,084	)		$	(1,699	)		$	—			$	—			$	(2,783	)
Net income (loss) of consolidated subsidiaries			(1,699	)			—				(1,699	)			3,398				—
Net income (loss)		$	(2,783	)		$	(1,699	)		$	(1,699	)		$	3,398			$	(2,783	)

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

Condensed Consolidating Statement of Operations

for the six months ended June 30, 2013

(In thousands)

 

		Guarantor Subsidiaries				Non-Guarantor Subsidiaries				ExamWorks Group, Inc. (Parent Corporation)				Consolidation and Elimination Entries				Consolidated Totals
Revenues		$	186,671			$	118,180			$	—			$	—			$	304,851
Costs and expenses:
Costs of revenues			131,204				68,298				—				—				199,502
Selling, general and administrative expenses			35,404				31,929				—				—				67,333
Depreciation and amortization			16,879				15,269				—				—				32,148
Total costs and expenses			183,487				115,496				—				—				298,983
Income from operations			3,184				2,684				—				—				5,868
Interest and other expenses, net			11,347				3,883				—				—				15,230
Loss before income taxes			(8,163	)			(1,199	)			—				—				(9,362	)
Provision (benefit) for income taxes			(4,878	)			1,891				—				—				(2,987	)
Net loss before earnings of consolidated subsidiaries		$	(3,285	)		$	(3,090	)		$	—			$	—			$	(6,375	)
Net income (loss) of consolidated subsidiaries			(3,090	)			—				(3,090	)			6,180				—
Net income (loss)		$	(6,375	)		$	(3,090	)		$	(3,090	)		$	6,180			$	(6,375	)

 

 

Condensed Consolidating Statement of Operations

for the three months ended June 30, 2014

(In thousands)

 

		Guarantor Subsidiaries				Non-Guarantor Subsidiaries				ExamWorks Group, Inc. (Parent Corporation)				Consolidation and Elimination Entries				Consolidated Totals
Revenues		$	117,343			$	79,102			$	—			$	—			$	196,445
Costs and expenses:
Costs of revenues			76,483				48,368				—				—				124,851
Selling, general and administrative expenses			21,846				20,744				—				—				42,590
Depreciation and amortization			8,168				6,690				—				—				14,858
Total costs and expenses			106,497				75,802				—				—				182,299
Income from operations			10,846				3,300				—				—				14,146
Interest and other expenses, net			6,116				1,979				—				—				8,095
Income before income taxes			4,730				1,321				—				—				6,051
Provision for income taxes			1,116				1,403				—				—				2,519
Net income (loss) before earnings of consolidated subsidiaries		$	3,614			$	(82	)		$	—			$	—			$	3,532
Net income (loss) of consolidated subsidiaries			(82	)			—				(82	)			164				—
Net income (loss)		$	3,532			$	(82	)		$	(82	)		$	164			$	3,532

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

Condensed Consolidating Statement of Operations

for the six months ended June 30, 2014

(In thousands)

 

		Guarantor Subsidiaries				Non-Guarantor Subsidiaries				ExamWorks Group, Inc. (Parent Corporation)				Consolidation and Elimination Entries				Consolidated Totals
Revenues		$	223,392			$	146,081			$	—			$	—			$	369,473
Costs and expenses:
Costs of revenues			147,550				88,336				—				—				235,886
Selling, general and administrative expenses			43,551				39,567				—				—				83,118
Depreciation and amortization			15,888				13,312				—				—				29,200
Total costs and expenses			206,989				141,215				—				—				348,204
Income from operations			16,403				4,866				—				—				21,269
Interest and other expenses, net			11,808				3,864				—				—				15,672
Income before income taxes			4,595				1,002				—				—				5,597
Provision (benefit) for income taxes			(526	)			2,880				—				—				2,354
Net income (loss) before earnings of consolidated subsidiaries		$	5,121			$	(1,878	)		$	—			$	—			$	3,243
Net income (loss) of consolidated subsidiaries			(1,878	)			—				(1,878	)			3,756				—
Net income (loss)		$	3,243			$	(1,878	)		$	(1,878	)		$	3,756			$	3,243

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

  

Condensed Consolidating Balance Sheet as of December 31, 2013

(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		$	760			$	12,069			$	—			$	—			$	12,829
Accounts receivable, net			46,828				123,077				—				—				169,905
Intercompany receivable			19,120				—				10,431				(29,551	)			—
Prepaid expenses			2,889				2,896				—				—				5,785
Deferred tax assets			437				—				—				(4	)			433
Other current assets			61				1,237				—				—				1,298
Total current assets			70,095				139,279				10,431				(29,555	)			190,250
Property, equipment and leasehold improvements, net			6,760				4,190				—				—				10,950
Investment in subsidiaries			217,034				—				414,802				(631,836	)			—
Intercompany notes receivable			174,826				—				174,826				(349,652	)			—
Goodwill			259,316				109,996				—				—				369,312
Intangible assets, net			37,172				57,692				—				—				94,864
Long-term accounts receivable, less current portion			—				35,952				—				—				35,952
Deferred tax assets, noncurrent			15,470				6,021				—				—				21,491
Deferred financing costs, net			8,100				93				8,100				(8,100	)			8,193
Other assets			497				1,004				—				—				1,501
Total assets		$	789,270			$	354,227			$	608,159			$	(1,019,143	)		$	732,513
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable		$	17,524			$	35,148			$	—			$	—			$	52,672
Intercompany payable			10,431				19,120				—				(29,551	)			—
Accrued expenses			10,839				27,609				—				—				38,448
Accrued interest expense			—				—				10,431				—				10,431
Deferred revenue			100				5,695				—				—				5,795
Current portion of subordinated unsecured notes payable			318				—				—				—				318
Deferred tax liability			—				4				—				(4	)			—
Current portion of contingent earnout obligation			—				2,032				—				—				2,032
Other current liabilities			2,116				4,322				—				—				6,438
Total current liabilities			41,328				93,930				10,431				(29,555	)			116,134
Senior unsecured notes payable			—				—				250,000				—				250,000
Senior secured revolving credit facility and working capital facilities			—				37,943				45,027				—				82,970
Intercompany notes payable			174,826				174,826				—				(349,652	)			—
Long-term contingent earnout obligation, less current portion			—				2,373				—				—				2,373
Other long-term liabilities			1,791				6,374				—				—				8,165
Total liabilities			217,945				315,446				305,458				(379,207	)			459,642
Commitments and contingencies
Stockholders’ equity (deficit)			571,325				38,781				302,701				(639,936	)			272,871
Total liabilities and stockholders' equity (deficit)		$	789,270			$	354,227			$	608,159			$	(1,019,143	)		$	732,513

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

Condensed Consolidating Balance Sheet as of June 30, 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		$	999			$	6,892			$	—			$	—			$	7,891
Accounts receivable, net			59,495				143,320				—				—				202,815
Intercompany receivable			36,466				—				10,671				(47,137	)			—
Prepaid expenses			3,880				5,961				—				—				9,841
Deferred tax assets			1,821				—				—				(4	)			1,817
Other current assets			—				1,279				—				—				1,279
Total current assets			102,661				157,452				10,671				(47,141	)			223,643
Property, equipment and leasehold improvements, net			8,517				4,230				—				—				12,747
Investment in subsidiaries			215,156				—				603,347				(818,503	)			—
Intercompany notes receivable			174,882				—				174,882				(349,764	)			—
Goodwill			385,144				124,740				—				—				509,884
Intangible assets, net			79,039				55,485				—				—				134,524
Long-term accounts receivable, less current portion			—				44,533				—				—				44,533
Deferred tax assets, noncurrent			8,283				6,725				—				—				15,008
Deferred financing costs, net			7,226				64				—				—				7,290
Other assets			585				1,478				—				—				2,063
Total assets		$	981,493			$	394,707			$	788,900			$	(1,215,408	)		$	949,692
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable		$	20,834			$	40,911			$	—			$	—			$	61,745
Intercompany payable			10,671				36,466				—				(47,137	)			—
Accrued expenses			14,945				29,564				—				—				44,509
Accrued interest expense			—				—				10,671				—				10,671
Deferred revenue			305				5,814				—				—				6,119
Deferred tax liability			—				4				—				(4	)			—
Current portion of contingent earnout obligation			—				6,529				—				—				6,529
Current portion of working capital facilities			—				40,410				—				—				40,410
Other current liabilities			5,136				5,306				—				—				10,442
Total current liabilities			51,891				165,004				10,671				(47,141	)			180,425
Senior unsecured notes payable			—				—				250,000				—				250,000
Senior secured revolving credit facility and working capital facilities, less current portion			—				—				187,022				—				187,022
Intercompany notes payable			174,882				174,882				—				(349,764	)			—
Long-term contingent earnout obligation, less current portion			—				5,128				—				—				5,128
Other long-term liabilities			1,631				7,513				—				—				9,144
Total liabilities			228,404				352,527				447,693				(396,905	)			631,719
Commitments and contingencies
Stockholders’ equity (deficit)			753,089				42,180				341,207				(818,503	)			317,973
Total liabilities and stockholders' equity (deficit)		$	981,493			$	394,707			$	788,900			$	(1,215,408	)		$	949,692

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 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		$	8,832			$	8,782			$	—			$	—			$	17,614
Investing activities:
Purchases of equipment and leasehold improvements, net			(1,629	)			(1,684	)			—				—				(3,313	)
Proceeds from foreign currency net investment hedge			3,810				—				—				—				3,810
Net cash provided by (used in) investing activities			2,181				(1,684	)			—				—				497
Financing activities:
Borrowings under senior secured revolving credit facility			—				—				77,000				—				77,000
Proceeds from the exercise of options and warrants			—				—				6,032				—				6,032
Excess tax benefit related to share-based compensation			—				—				1,752				—				1,752
Net borrowings under working capital facilities			—				(3,216	)			—				—				(3,216	)
Payment of deferred financing costs			—				—				(52	)			—				(52	)
Repayment under senior secured revolving credit facility			—				—				(98,300	)			—				(98,300	)
Intercompany notes and investments and other			(13,568	)			—				13,568				—				—
Net cash used in financing activities			(13,568	)			(3,216	)			—				—				(16,784	)
Exchange rate impact on cash and cash equivalents			—				(787	)			—				—				(787	)
Net increase (decrease) in cash and cash equivalents			(2,555	)			3,095				—				—				540
Cash and cash equivalents, beginning of period			4,125				4,502				—				—				8,627
Cash and cash equivalents, end of period		$	1,570			$	7,597			$	—			$	—			$	9,167

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 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		$	13,234			$	5,521			$	—			$	—			$	18,755
Investing activities:
Cash paid for acquisitions, net			(175,590	)			(9,538	)			—				—				(185,128	)
Purchases of equipment and leasehold improvements, net			(2,864	)			(746	)			—				—				(3,610	)
Working capital and other settlements for acquisitions			(430	)			(1,869	)			—				—				(2,299	)
Cash paid from foreign currency net investment hedge			(5,044	)			—				—				—				(5,044	)
Other			(839	)			—				—				—				(839	)
Net cash used in investing activities			(184,767	)			(12,153	)			—				—				(196,920	)
Financing activities:
Borrowings under senior secured revolving credit facility			—				—				219,995				—				219,995
Proceeds from the exercise of options and warrants							—				23,090				—				23,090
Excess tax benefit related to share-based compensation							—				7,314				—				7,314
Net borrowings under working capital facilities							1,160				—				—				1,160
Payment of deferred financing costs							—				(241	)			—				(241	)
Repayment of subordinated unsecured notes payable			(333	)			—				—				—				(333	)
Repayment under senior secured revolving credit facility			—				—				(78,000	)			—				(78,000	)
Intercompany notes and investments and other			172,105				—				(172,158	)			—				(53	)
Net cash provided by financing activities			171,772				1,160				—				—				172,932
Exchange rate impact on cash and cash equivalents			—				295				—				—				295
Net increase (decrease) in cash and cash equivalents			239				(5,177	)			—				—				(4,938	)
Cash and cash equivalents, beginning of period			760				12,069				—				—				12,829
Cash and cash equivalents, end of period		$	999			$	6,892			$	—			$	—			$	7,891

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

 

Forward-looking Statements

 

Unless the context indicates otherwise, references in this Quarterly Report on Form 10-Q to “ExamWorks”, “the Company,” “we,” “our,” and “us” mean ExamWorks Group, Inc. and its consolidated subsidiaries.

 

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes and the other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that involve risks and uncertainties. Forward-looking statements convey current expectations or forecasts of future events for ExamWorks. All statements contained in this report other than statements of historical fact, including statements regarding our future results of operations and financial position, business strategy and plans, and our objectives for future operations, are forward-looking. You can identify forward-looking statements by terminology such as “project,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “will,” “can,” “continue,” or “may,” or the negative of these terms or other similar expressions that convey uncertainty of future events or outcomes. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors,” set forth in Part II, Item 1A. of this Quarterly Report on Form 10-Q and elsewhere in this report, and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this report. Subsequent events and developments may cause our views to change. While we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this report.

 

Our Business

 

We are a leading provider of IMEs, peer and bill reviews, Medicare compliance, case management and other related services, which include legal support services, administrative support services and medical record retrieval services. We were incorporated as a Delaware corporation on April 27, 2007. From July 14, 2008 through the date of this filing, we have acquired 48 IME services businesses, including a leading provider of software solutions to the IME industry. We currently operate out of 65 service centers servicing all 50 U.S. states, Canada, the United Kingdom and Australia. We conduct our business through four geographic segments: the United States, Canada, the United Kingdom and Australia.

 

We provide our services to property and casualty insurance carriers, law firms, third-party claim administrators, government agencies, and state funds that use independent services to confirm the veracity of claims by sick or injured individuals for workers’ compensation, automotive, personal injury liability and disability insurance coverage. We help our clients manage costs and enhance their risk management processes by verifying the validity, nature, cause and extent of claims, identifying fraud and providing fast, efficient and quality IME services.

 

We provide our clients with the local presence, expertise and broad geographic coverage they increasingly require. Our size and geographic reach give our clients access to our medical panel of credentialed physicians and other medical providers and our proprietary information technology infrastructure that has been specifically designed to streamline the complex process of coordinating referrals, scheduling appointments, complying with regulations and client reporting. Our primary service is to provide IMEs that give our clients authoritative and accurate answers to questions regarding the nature and permanency of medical conditions or personal injury, their cause and appropriate treatment. Additionally, we provide peer and bill reviews, which consist of medical opinions by members of our medical panel without conducting physical exams, and the review of physician and hospital bills to examine medical care rendered and its conformity to accepted standards of care. With the acquisition of Gould & Lamb in February 2014, we significantly expanded our presence in the Medicare compliance services market. Prior to the MES acquisition in February 2011, we marketed our services primarily under the ExamWorks brand.  After the MES acquisition, we began to market our services under several brands, including but not limited to, ExamWorks, MES, Premex and MedHealth. 

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

We operate in a highly fragmented industry and have completed numerous acquisitions. A key component of our business strategy is growth through acquisitions that expand our geographic coverage, provide new or complementary lines of business, expand our portfolio of services, and increase our market share. For example, our acquisition of MedHealth in August 2012 enabled us to enter the Australian market and, expand our range of clients and services, and increase our international market presence.  Another central feature of our business strategy is to grow our business organically by selling additional services to existing clients, cross-selling into additional insurance lines of business and expanding our geographic footprint with existing clients. For example, our acquisitions of Gould & Lamb in February 2014 and Ability Services Network and MedAllocators in June 2014 enabled us to expand our presence in the Medicare compliance and case management markets, and offer a wider range of services to new and existing clients. To date, we have completed the following 48 acquisitions: 

 

Acquisition Date		Name
June 6, 2014		●	Ability Services Network and MedAllocators
May 30, 2014		●	Solomon Associates
February 14, 2014		●	Assess Medical
February 3, 2014		●	Gould & Lamb
January 16, 2014		●	Cheselden
January 13, 2014		●	Newton Medical Group
December 20, 2013		●	Evaluation Resource Group
December 10, 2013		●	AGS Risk Limited
December 19, 2012		●	PMG
August 31, 2012		●	MedHealth
July 12, 2012		●	Makos
October 27, 2011		●	Bronshvag
October 24, 2011		●	Matrix Health Management
October 3, 2011		●	Capital Vocational Specialists
		●	North York Rehabilitation Centre
September 28, 2011		●	MLS Group of Companies
		●	Medicolegal Services
May 10, 2011		●	Premex Group
February 28, 2011		●	MES Group
February 18, 2011		●	National IME Centres
December 20, 2010		●	Royal Medical Consultants
October 1, 2010		●	BMEGateway
September 7, 2010		●	UK Independent Medical Services
September 1, 2010		●	Health Cost Management
August 6, 2010		●	Verity Medical
		●	Exigere
June 30, 2010		●	SOMA Medical Assessments
		●	Direct IME
		●	Network Medical Review
		●	Independent Medical Services
		●	401 Diagnostics
March 26, 2010		●	Metro Medical Services
March 15, 2010		●	American Medical Bill Review
		●	Medical Evaluations
December 31, 2009		●	Abeton
		●	Medical Assurance Group
		●	MedNet I.M.S.
		●	Qualmed
		●	IME Operations of Physicians' Practice
August 14, 2009		●	The Evaluation Group
August 4, 2009		●	Benchmark Medical Consultants
July 7, 2009		●	IME Software Solutions
May 21, 2009		●	Florida Medical Specialists
		●	Marquis Medical Administrators
April 17, 2009		●	Ricwel
July 14, 2008		●	CFO Medical Services
		●	Crossland Medical Review Services
		●	Southwest Medical

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

Sources of Revenues and Expenses

 

Revenues

 

We derive revenue primarily from fees charged for independent medical examinations, peer and bill reviews, Medicare compliance and other related services, which include litigation support services, administrative support services, medical record retrieval services, and case management. Revenues are recognized at the time services have been performed and, if applicable, at the time the report is shipped to the end user. We expect revenue to continue to increase through acquisition and organic growth.  Our revenue is derived from services performed in different geographic areas.

 

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.  We have 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 are deferring these revenues, net of estimated costs, until the case has been settled and the contingency has been resolved and the cash has been collected.

 

Costs of revenues

 

Costs of revenues are comprised of fees paid to members of our 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 revenue. We expect these operationally driven costs to increase to support future revenue growth and as we continue to grow through acquisitions.

 

Selling, general and administrative expenses

 

Selling, general and administrative (“SGA”) expenses consist primarily of expenses for administrative, human resource related, corporate information technology support, legal (primarily from transaction costs related to acquisitions), finance and accounting personnel, professional fees (primarily from transaction costs related to acquisitions), insurance and other corporate expenses. We expect that SGA expenses will increase as we continue to add personnel to support the growth of our business and pursue acquisition growth. In addition, we may incur additional personnel expenses, professional service fees, including audit and legal, investor relations, costs of compliance with securities laws and regulations, and higher director and officer insurance costs related to operating as a public company. As a result, we expect that our SGA expenses will continue to increase in the future but decrease as a percentage of revenue over time as our revenue increases.

 

Depreciation and amortization

 

Depreciation and amortization (“D&A”) expense consists primarily of amortization of our finite lived intangible assets obtained through acquisitions completed to date and, to a lesser extent, depreciation of equipment and leasehold improvements. We expect that depreciation and amortization expense will decrease as a percentage of revenues as our finite lived intangible assets become fully amortized.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

Results of Operations

 

The following table sets forth our consolidated statements of operations data for each of the periods indicated (in thousands except share and per share data):

 

		For the three months ended June 30,								For the six months ended June 30,
		2013				2014				2013				2014
Revenues		$	156,148			$	196,445			$	304,851			$	369,473
Costs and expenses:
Costs of revenues			102,118				124,851				199,502				235,886
Selling, general and administrative expenses			34,076				42,590				67,333				83,118
Depreciation and amortization			15,822				14,858				32,148				29,200
Total costs and expenses			152,016				182,299				298,983				348,204
Income from operations			4,132				14,146				5,868				21,269
Interest and other expenses, net			7,700				8,095				15,230				15,672
Income (loss) before income taxes			(3,568	)			6,051				(9,362	)			5,597
Provision (benefit) for income taxes			(785	)			2,519				(2,987	)			2,354
Net income (loss)		$	(2,783	)		$	3,532			$	(6,375	)		$	3,243
Per share data
Net income (loss) per share
Basic		$	(0.08	)		$	0.09			$	(0.18	)		$	0.09
Diluted		$	(0.08	)		$	0.09			$	(0.18	)		$	0.08
Weighted average number of common shares outstanding
Basic			34,910,937				38,451,848				34,685,892				37,763,812
Diluted			34,910,937				40,939,576				34,685,892				40,522,432
Other Financial Data:
Adjusted EBITDA(1)		$	25,006			$	34,579			$	48,011			$	62,589

 

(1)	Adjusted EBITDA is a non-GAAP measure that is described and reconciled to net income (loss) in the next section and is not a substitute for the GAAP equivalent.

 

Adjusted EBITDA

 

In connection with the ongoing operation of our business, our management regularly reviews Adjusted EBITDA, a non-GAAP financial measure, to assess our performance. We define Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, acquisition-related transaction costs, share-based compensation expenses, and other expenses. We believe that Adjusted EBITDA is an important measure of our operating performance because it allows management, lenders, investors and analysts to evaluate and assess our core operating results from period to period after removing the impact of changes to our capitalization structure, acquisition related costs, income tax status, and other items of a non-operational nature that affect comparability.

 

We believe that various forms of the Adjusted EBITDA metric are often used by analysts, investors and other interested parties to evaluate companies such as ours for the reasons discussed above. Additionally, Adjusted EBITDA is used to measure certain financial covenants in our credit facility. Adjusted EBITDA is also used for planning purposes and in presentations to our Board of Directors as well as in our incentive compensation programs for our employees.

 

Non-GAAP information should not be construed as an alternative to GAAP information, as the items excluded from the non-GAAP measures often have a material impact on our financial results. Management uses, and investors should use, non-GAAP measures in conjunction with our GAAP results.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

The following table presents a reconciliation to Adjusted EBITDA from net income (loss), the most comparable GAAP measure, for each of the periods indicated (in thousands):

 

		For the three months ended June 30,								For the six months ended June 30,
		2013				2014				2013				2014
Net income (loss)		$	(2,783	)		$	3,532			$	(6,375	)		$	3,243
Share-based compensation expense (i)			4,283				4,627				8,414				9,980
Depreciation and amortization			15,822				14,858				32,148				29,200
Acquisition-related transaction costs			458				762				907				1,954
Other expenses (ii)			311				186				674				186
Interest and other expenses, net			7,700				8,095				15,230				15,672
Provision (benefit) for income taxes			(785	)			2,519				(2,987	)			2,354
Adjusted EBITDA			25,006				34,579				48,011				62,589

 

 

(i)

Share-based compensation expense of $719,000 and $1.4 million is included in costs of revenues for the three and six months ended June 30, 2013, respectively, and the remainder is included in SGA expenses. Share-based compensation expense of $492,000 and $1.2 million is included in costs of revenues for the three and six months ended June 30, 2014, respectively, and the remainder is included in SGA expenses.

(ii)	Other expenses consist principally of integration related expenses, such as facility termination, severance and relocation costs, associated with our acquisition strategy.

 

Comparison of the Three Months Ended June 30, 2014 and 2013

 

Revenues. Revenues were $196.4 million for the three months ended June 30, 2014 compared to $156.1 million for the three months ended June 30, 2013, an increase of $40.3 million, or 25.8%. Of the increase in revenues compared to 2013, $15.3 million, or 9.8%, was attributable to acquisitions completed in 2013 and 2014, and $25.0 million, or 16.0%, was due to growth in our existing businesses primarily due to increased IME service volumes.

 

●

U.S. segment revenues were $117.3 million for the three months ended June 30, 2014 compared to $95.5 million for the three months ended June 30, 2013, an increase of $21.8 million, or 22.8%. Of the increase in U.S. revenues compared to 2013, $10.5 million, or 10.0%, was attributable to acquisitions completed in 2013 and 2014, and $11.3 million, or 11.8%, was due to growth in our existing businesses, primarily due to increased IME service volumes, and to a lesser extent, a favorable change in sales mix.

 

●

Canada segment revenues were $8.6 million for the three months ended June 30, 2014 compared to $8.3 million for the three months ended June 30, 2013, an increase of $304,000, or 3.7%. Excluding the impact of currency, the existing Canada businesses grew 10.5%. The constant currency growth in Canada revenues compared to 2013 was attributable to increased IME service volumes, offset by an unfavorable change in sales mix.

 

●

U.K. segment revenues were $48.7 million for the three months ended June 30, 2014 compared to $35.3 million for the three months ended June 30, 2013, an increase of $13.4 million, or 38.0%. Of the increase in U.K. revenues compared to 2013, $1.9 million, or 5.4%, was attributable to acquisitions completed in 2013 and 2014, and $11.5 million, or 32.6%, was due to growth in our existing businesses. Excluding the impact of currency, the existing U.K. businesses grew 20.9%. The constant currency growth in the existing businesses was equally due to increased IME service volumes and a favorable change in sales mix.

 

●

Australia segment revenues were $21.9 million for the three months ended June 30, 2014 compared to $17.1 million for the three months ended June 30, 2013, an increase of $4.8 million, or 28.1%. Of the increase in Australia revenues compared to 2013, $2.9 million, or 17.0%, was attributable to an acquisition completed in 2014, and $1.9 million, or 11.1%, was due to growth in our existing businesses. Excluding the impact of currency, the existing Australian businesses grew 17.8%. The constant currency growth in the existing business was primarily due to increased IME service volumes, and to a lesser extent, a favorable change in sales mix.

 

Costs of revenues. Costs of revenues were $124.9 million for the three months ended June 30, 2014 compared to $102.1 million for the three months ended June 30, 2013, an increase of $22.8 million, or 22.3%. Of the increase in costs of revenues compared to 2013, $7.0 million, or 6.9%, was attributable to acquisitions completed in 2013 and 2014, and $15.8 million, or 15.4%, was related to our existing businesses and was primarily attributable to increased fees paid to members of our medical panel and, to a lesser extent, an increase in other direct costs. Costs of revenues as a percentage of revenues was 63.6% for the three months ended June 30, 2014, a 1.8% improvement over the 65.4% for the three months ended June 30, 2013.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

Selling, general and administrative. SGA expenses $42.6 million for the three months ended June 30, 2014 compared to $34.1 million for the three months ended June 30, 2013, an increase of $8.5 million, or 24.9%. Of the increase in SGA expenses compared to 2013, $5.0 million, or 14.7%, was attributable to acquisitions completed in 2013 and 2014 and $3.5 million, or 10.2%, was related to our existing businesses and was primarily attributable to $2.2 million in increased personnel expenses, including share-based compensation, and the remainder resulted primarily from increases in acquisition related transaction costs and referral commissions.

 

Depreciation and amortization. D&A expenses were $14.9 million for the three months ended June 30, 2014 compared to $15.8 million for the three months ended June 30, 2013, a decrease of $964,000, or 6.1%. Of the decrease in D&A expenses compared to 2013, $4.8 million, or 30.4%, was attributable to our existing businesses as historic finite-lived intangible and tangible assets became fully amortized, offset by increases resulting from acquisitions completed in 2013 and 2014.

 

Interest and other expenses, net. Interest and other expenses, net were $8.1 million for the three months ended June 30, 2014 compared to $7.7 million for the three months ended June 30, 2013, an increase of $395,000. Interest and other expenses, net, increased primarily due to increased borrowings on the Senior Secured Revolving Credit Facility to fund the 2013 and 2014 acquisitions.

 

Income tax expense (benefit). Income tax expense was $2.5 million for the three months ended June 30, 2014 compared to an income tax benefit of $785,000 for the three months ended June 30, 2013, a decreased benefit of $3.3 million, or 420.9%. Our effective income tax rate was 41.6% and 22.0% for the three months ended June 30, 2014 and 2013, respectively. The tax rates in the 2014 and 2013 periods were impacted primarily by foreign tax rate differentials and non-deductible items.

 

Net income (loss). For the foregoing reasons, net income was $3.5 million for the three months ended June 30, 2014 compared to our net loss of $2.8 million for the three months ended June 30, 2013.

 

Comparison of the Six Months Ended June 30, 2014 and 2013

 

Revenues. Revenues were $369.5 million for the six months ended June 30, 2014 compared to $304.9 million for the six months ended June 30, 2013, an increase of $64.6 million, or 21.2%. Of the increase in revenues compared to 2013, $25.8 million, or 8.5%, was attributable to acquisitions completed in 2013 and 2014 and $38.8 million, or 12.7%, was due to growth in our existing businesses primarily due to increased IME service volumes.

 

●

U.S. segment revenues were $223.4 million for the six months ended June 30, 2014 compared to $186.7 million for the six months ended June 30, 2013, an increase of $36.7 million, or 19.7%. Of the increase in U.S. revenues compared to 2013, $17.6 million, or 9.5%, was attributable to acquisitions completed in 2013 and 2014 and $19.1 million, or 10.2%, was due to growth in our existing businesses, equally due to increased IME service volumes and a favorable change in sales mix.

 

●

Canada segment revenues were $16.1 million for the six months ended June 30, 2014 compared to $15.7 million for the six months ended June 30, 2013, an increase of $389,000, or 2.5%. Excluding the impact of currency, the existing Canada businesses grew 10.6%. The constant currency growth in Canada revenues compared to 2013 was attributable to increased IME service volumes, offset by an unfavorable change in sales mix.

 

●

U.K. segment revenues were $90.7 million for the six months ended June 30, 2014 compared to $69.0 million for the six months ended June 30, 2013, an increase of $21.7 million, or 31.4%. Of the increase in U.K. revenues compared to 2013, $3.8 million, or 5.5%, was attributable to acquisitions completed in 2013 and 2014 and $17.9 million, or 25.9%, was due to growth in our existing businesses. Excluding the impact of currency, the existing U.K. businesses grew 16.5%. The constant currency growth in the existing businesses was primarily due to increased IME service volumes, and to a lesser extent, a favorable change in sales mix.

 

●

Australia segment revenues were $39.3 million for the six months ended June 30, 2014 compared to $33.4 million for the six months ended June 30, 2013, an increase of $5.9 million, or 17.7%. Of the increase in Australia revenues compared to 2013, $4.4 million, or 13.2%, was attributable to an acquisition completed in 2014 and $1.5 million, or 4.5%, was due to growth in our existing businesses. Excluding the impact of currency, the existing Australian businesses grew 15.7%. The constant currency growth in the existing business was primarily due to increased IME service volumes, and to a lesser extent, a favorable change in sales mix.

 

Costs of revenues. Costs of revenues were $235.9 million for the six months ended June 30, 2014 compared to $199.5 million for the six months ended June 30, 2013, an increase of $36.4 million, or 18.2%. Of the increase in costs of revenues compared to 2013, $11.7 million, or 5.9%, was attributable to acquisitions completed in 2013 and 2014 and $24.7 million, or 12.3%, was related to our existing businesses and was primarily attributable to increased fees paid to members of our medical panel and, to a lesser extent, an increase in other direct costs. Costs of revenues as a percentage of revenues was 63.8% for the six months ended June 30, 2014, a 1.6% improvement over the 65.4% for the six months ended June 30, 2013.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

Selling, general and administrative. SGA expenses $83.1 million for the six months ended June 30, 2014 compared to $67.3 million for the six months ended June 30, 2013, an increase of $15.8 million, or 23.4%. Of the increase in SGA expenses compared to 2013, $7.9 million, or 11.7%, was attributable to acquisitions completed in 2013 and 2014 and $7.9 million, or 11.7%, was related to our existing businesses and was primarily attributable to $5.0 million in increased personnel expenses, including share-based compensation, and the remainder resulted primarily from increases in acquisition related transaction costs and referral commissions.

 

Depreciation and amortization. D&A expenses were $29.2 million for the six months ended June 30, 2014 compared to $32.1 million for the six months ended June 30, 2013, a decrease of $2.9 million, or 9.0%. Of the decrease in D&A expenses compared to 2013, $8.9 million, or 27.7%, was attributable to our existing businesses as historic finite-lived intangible and tangible assets became fully amortized, offset by increases resulting from acquisitions completed in 2013 and 2014.

 

Interest and other expenses, net. Interest and other expenses, net were $15.7 million for the six months ended June 30, 2014 compared to $15.2 million for the six months ended June 30, 2013, an increase of $442,000. Interest and other expenses, net, increased primarily due to increased borrowings on the Senior Secured Revolving Credit Facility to fund the 2013 and 2014 acquisitions.

 

Income tax expense (benefit). Income tax expense was $2.4 million for the six months ended June 30, 2014 compared to an income tax benefit of $3.0 million for the six months ended June 30, 2013, a decreased benefit of $5.4 million, or 178.8%. Our effective income tax rate was 42.1% and 31.9% for the six months ended June 30, 2014 and 2013, respectively. The tax rates in the 2014 and 2013 periods were impacted primarily by foreign tax rate differentials and non-deductible items.

 

Net income (loss). For the foregoing reasons, net income was $3.2 million for the six months ended June 30, 2014 compared to our net loss of $6.4 million for the six months ended June 30, 2013.

 

 

Liquidity and Capital Resources

 

Our principal capital requirements are to fund operations and acquisitions. We fund our capital needs from cash flow generated from operations, borrowings under the Senior Secured Revolving Credit Facility and working capital facilities. We have also funded our acquisition program with equity issuances to sellers. We expect that cash and cash equivalents, availability under our existing credit and working capital facilities and cash flow from operations will be sufficient to support our operations, planned capital expenditures and acquisitions for at least the next 12 months.

 

Although we believe that our current cash and cash equivalents and funds available under our Senior Secured Revolving Credit Facility and working capital facilities will be sufficient to meet our working capital and acquisition plans for at least the next 12 months, we may need to raise additional funds through the issuance of equity or convertible debt securities or increase borrowings to fund acquisitions. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our existing stockholders will be reduced and these securities might have rights, preferences and privileges senior to those of our current stockholders. Additional financing may not be available or, if available, such financing may not be obtained on terms favorable to our stockholders and us.

 

Credit Facilities

 

Credit Facility

 

In November 2010, in conjunction with the IPO, we repaid $102.4 million of outstanding debt and terminated a credit facility.  This facility was replaced with a new senior secured revolving credit facility with Bank of America, N.A., as administrative agent and the other lenders party thereto (the “Senior Secured Revolving Credit Facility”), which following the exercises of the accordion feature in February 2011 and, subsequently in May 2011, and as amended, provides for borrowings of up to $262.5 million. Up to $15.0 million of the Senior Secured Revolving Credit Facility may be in the form of letters of credit, and up to $15.0 million may be in the form of swingline loans. Loans under the Senior Secured Revolving Credit Facility, which terminates in July 2016, were used to fund our acquisition program and for general corporate purposes, including permitted acquisitions.

 

On May 6, 2011, we increased and fully exercised the accordion features of the Senior Secured Revolving Credit Facility.  The increase and exercise of the accordion feature increased the committed capacity of the credit facility by $55.0 million, from a total of $245.0 million to a total of $300.0 million.  Concurrently with the foregoing, we amended the Senior Secured Revolving Credit Facility to, among other things, (i) permit its maximum senior leverage ratio to temporarily increase from 3.0 to 1 to 3.50 to 1 for the quarters ending June 30 and September 30, 2011 and 3.25 to 1 for the quarter ending December 31, 2011 and 3.0 to 1 thereafter;  and (ii) permit the netting of unrestricted domestic cash in excess of $2.5 million but not exceeding $12.5 million against funded indebtedness for purposes of calculating leverage ratios. 

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

On July 7, 2011, we entered into a second amendment to our Senior Secured Revolving Credit Facility (the “Second Amendment”), which became effective simultaneously with the consummation of our private offering of $250.0 million aggregate principal senior notes. The Second Amendment amended the Senior Secured Revolving Credit Facility to, among other things, (i) extend the maturity date of the Senior Secured Revolving Credit Facility from November 2013 to July 2016; (ii) permit the issuance and sale of the Senior Unsecured Notes; (iii) replace the consolidated senior leverage ratio with a consolidated senior secured leverage ratio while permitting the maximum consolidated senior secured leverage ratio to be 3.00 to 1; (iv) permit our maximum consolidated leverage ratio to increase from 3.5 to 1 to 4.75 to 1; (v) reduce the borrowing cost; and (vi) allow us to complete acquisitions with a purchase price of up to $75.0 million (previously $50.0 million) without prior lender consent. The Second Amendment also reduced the aggregate revolving commitments under the Senior Secured Revolving Credit Facility by $37.5 million for a maximum commitment of $262.5 million, subject to our right to increase the aggregate revolving commitments by $37.5 million for a maximum commitment of $300.0 million, so long as we are not in default and we satisfy certain other customary conditions.

 

On February 27, 2012, we entered into a third amendment to our Senior Secured Revolving Credit Facility (the “Third Amendment”). The Third Amendment amended the Senior Secured Revolving Credit Facility as to the definitions of consolidated fixed charges and consolidated fixed charge coverage ratio and does not permit the consolidated fixed charge coverage ratio as of the end of any fiscal quarter to be less than (i) for an fiscal quarter ending during the period from December 31, 2011 to and including September 30, 2012, 1.75 to 1.00 and (ii) for an fiscal quarter ending thereafter, 2.00 to 1.00.

 

On August 27, 2012, we entered into a fourth amendment to our Senior Secured Revolving Credit Facility (the “Fourth Amendment”). The Fourth Amendment amended the Senior Secured Revolving Credit Facility to add the Australian dollar as an alternative currency and increased the alternative currency sublimit from USD $60.0 million to USD $100.0 million.

 

On June 27, 2013, we entered into a fifth amendment to our Senior Secured Revolving Credit Facility (the “Fifth Amendment”). Among other changes, the Fifth Amendment modifies the Credit Agreement to permit an implementation of an auto-borrow agreement between the swing line lender and us to facilitate cash management, incorporates new provisions related to swap regulations and updates various provisions related to the LIBOR rate, Foreign Account Tax Compliance Act and the International Financial Reporting Standards.

 

On February 3, 2014, we entered into a sixth amendment to our Senior Secured Revolving Credit Facility (the “Sixth Amendment”). The Sixth Amendment (i) allowed us to consummate the acquisition of Gould & Lamb, and (ii) allows us to acquire a target (a) with negative trailing twelve month adjusted EBITDA (as defined in the Senior Secured Revolving Credit Facility) if the purchase price of such acquisition is less than $5.0 million, (b) with trailing twelve month adjusted EBITDA (as defined in the Senior Secured Revolving Credit Facility) of less than or equal to $3.0 million without delivering to the lenders a quality of earnings report regarding such target and (c) without delivering pro forma projections to our lenders if the purchase price of such acquisition is less than $75.0 million, in each case, without prior lender consent. We financed the $75.0 million purchase price for the Gould & Lamb acquisition in February 2014 with proceeds from the Senior Secured Revolving Credit Facility.

 

Our obligations under the Senior Secured Revolving Credit Facility are guaranteed by each of our existing and future direct and indirect domestic subsidiaries, and such obligations are secured by substantially all of the assets of us and our domestic subsidiaries; however, in the case of our foreign subsidiaries, no more than 65.0% of the capital stock of first-tier subsidiaries shall be pledged, and no assets will be encumbered by liens in favor of our lenders.

 

Borrowings under the Senior Secured Revolving Credit Facility, as amended, bear interest, at either (i) LIBOR plus the applicable margin or (ii) a base rate (equal to the highest of (a) the federal funds rate plus 0.5%, (b) the Bank of America prime rate and (c) LIBOR (using a one-month period) plus 1.0%), plus the applicable margin, as we elect. The applicable margin means a percentage per annum determined in accordance with the following table:

 

Pricing Tier		Consolidated Senior Secured Leverage Ratio		Commitment Fee/Unused Line Fee		Letter of Credit Fee		Eurocurrency Rate Loans		Base Rate Loans
1		≥ 2.50 to 1.0		0.50%		3.75%		3.75%		2.75%
2		≥ 2.00 to 1.0 but < 2.50 to 1.0		0.45%		3.50%		3.50%		2.50%
3		≥ 1.50 to 1.0 but < 2.00 to 1.0		0.40%		3.25%		3.25%		2.25%
4		≥ 1.00 to 1.0 but < 1.50 to 1.0		0.35%		3.00%		3.00%		2.00%
5		< 1.00 to 1.0		0.30%		2.75%		2.75%		1.75%

  

In the event of default, the outstanding indebtedness under the Senior Secured Revolving Credit Facility will bear interest at an additional 2.0%.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

The Senior Secured Revolving Credit Facility contains restrictive covenants, including among other things financial covenants requiring us to not exceed a maximum consolidated senior secured leverage coverage ratio, a maximum total consolidated leverage ratio and to maintain a minimum consolidated fixed charge coverage ratio. The Senior Secured Revolving Credit Facility also restricts our ability (subject to certain exceptions) to incur indebtedness, prepay or amend other indebtedness, create liens, make certain fundamental changes including mergers or dissolutions, pay dividends and make other payments in respect of capital stock, make certain investments, sell assets, change our lines of business, enter into transactions with affiliates and other corporate actions.  As of June 30, 2014, the Company was in compliance with the financial covenants in the Senior Secured Revolving Credit Facility.

 

The Senior Secured Revolving Credit Facility also includes events of default typical of these types of credit facilities and transactions, including, but not limited to, the nonpayment of principal, interest, fees or other amounts owing under the new Senior Secured Revolving Credit Facility, the violation of covenants, the inaccuracy of representations and warranties, cross defaults, insolvency, certain ERISA events, material judgments and change of control. The occurrence of an event of default could result in the lenders not being required to lend any additional amounts and the acceleration of obligations under the new senior secured revolving credit facility, causing such obligations to be due and payable immediately, which could materially and adversely affect us.

 

As of June 30, 2014, we had $187.0 million outstanding under the Senior Secured Revolving Credit Facility, bearing interest at a rate of LIBOR plus 3.00%, resulting in $75.5 million of undrawn commitments.

 

Working Capital Facilities

 

On September 29, 2010, our indirect 100% owned subsidiary UKIM entered into a Sales Finance Agreement (the “UKIM SFA”) with Barclays Bank PLC (“Barclays”), pursuant to which Barclays provides UKIM a working capital facility of up to £5,000,000, subject to the terms and conditions of the UKIM SFA. The working capital facility bore a discount margin of 2.5% over Base Rate and served to finance UKIM’s unpaid account receivables.  The working capital facility had a minimum term of 36 months.

 

On June 28, 2013, UKIM entered into an amendment to extend the term of the existing UKIM SFA by 24 months from June 28, 2013, to amend the discount margin to 2.4% over Base Rate (0.5% rate on June 30, 2014) and to provide that payments by UKIM for certain non-working capital purposes are permitted under the UKIM SFA. The working capital facility operates on a co-terminus and cross-default basis with other facilities provided by Barclays and with the Senior Secured Revolving Credit Facility. As of June 30, 2014, UKIM had $8.1 million outstanding under the working capital facility, resulting in approximately $419,000 in availability.

 

On May 12, 2011, our indirect 100% owned subsidiary Premex entered into a Sales Finance Agreement (the “Premex SFA”) with Barclays, pursuant to which Barclays provides Premex a working capital facility of up to £26,500,000, subject to the terms and conditions of the Premex SFA. The working capital facility bears a discount margin of 2.4% over Base Rate (0.5% rate on June 30, 2014) and serves to finance Premex’s unpaid account receivables.  The working capital facility had a minimum term of 36 months.

 

On June 28, 2013, Premex entered into an amendment to extend the term of the existing Premex SFA by 24 months from June 28, 2013, and to provide that payments by Premex for certain non-working capital purposes are permitted under the Premex SFA. The working capital facility operates on a co-terminus and cross-default basis with other facilities provided by Barclays and with the Senior Secured Revolving Credit Facility. As of June 30, 2014, Premex had $32.3 million outstanding under the working capital facility, resulting in approximately $12.9 million in availability.

 

Senior Unsecured Notes

 

On July 19, 2011, we 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. A portion of the gross proceeds of $250.0 million were used to repay borrowings outstanding under our Senior Secured Revolving Credit Facility and pay related fees and expenses, and the remainder was used for general corporate purposes, including acquisitions. In June 2012, in accordance with the registration rights granted to the original purchasers of the Initial Notes, we 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. The Senior Unsecured Notes are senior obligations of ExamWorks and are guaranteed by ExamWorks’ existing and future U.S. subsidiaries (the “Guarantors”).

 

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 our general senior unsecured obligations, and rank equally with our existing and future senior unsecured obligations and senior to all of our 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.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

At any time on or after July 15, 2015, we 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, we 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, we 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), we 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.

 

Cash Flow Summary

 

Cash and cash equivalents were $7.9 million at June 30, 2014 as compared with $9.2 million at June 30, 2013.

 

Our cash flows from operating, investing and financing activities, as reported in our Consolidated Financial Statements included elsewhere in this report, are summarized as follows (in thousands): 

 

		For the six months ended June 30,
		2013				2014
Net cash provided by operating activities		$	17,614			$	18,755
Net cash provided by (used in) investing activities			497				(196,920	)
Net cash provided by (used in) financing activities			(16,784	)			172,932
Exchange rate impact on cash and cash equivalents			(787	)			295
Net increase (decrease) in cash and cash equivalents		$	540			$	(4,938	)

 

Operating Activities. Net cash provided by operating activities was $18.8 million for the six months ended June 30, 2014 compared with net provided by in operating activities of $17.6 million for the six months ended June 30, 2013. Net cash provided by operating activities for 2014 consisted of our net income of $3.2 million and net non-cash charges of $31.5 million (principally including $29.2 million in depreciation and amortization and $10.0 million in share-based compensation, offset by the excess tax benefit related to share-based compensation of $7.3 million) offset by a net increase in working capital of approximately $16.0 million. The 2014 increase in working capital primarily consisted of increases in accounts receivable in our U.K. business and increased prepaid expenses offset by increased accounts payable and accrued expenses.

 

Net cash provided by operating activities for 2013 consisted of net non-cash charges of $30.7 million (principally including $32.1 million in depreciation and amortization, $8.4 million in share-based compensation and $2.1 million in provisions for bad debts, offset by a net decrease in deferred income taxes of $11.0 million) offset by our net loss of $6.4 million and a net increase in working capital of approximately $6.7 million. The 2013 increase in working capital primarily consisted of increases in accounts receivable in our U.K. businesses and decreased accrued interest expense offset by increased accounts payable and accrued expenses and deferred revenues and customer deposits.

 

Investing Activities. Net cash used in investing activities was $196.9 million for the six months ended June 30, 2014 as compared to net cash provided by investing activities of $497,000 for the six months ended June 30, 2013.  The 2014 use of cash was due primarily to increased payments associated with acquisitions and related settlement activity, cash payments related to our foreign currency net investment hedges and purchases of fixed assets as compared to the comparable prior year period.

 

Financing Activities. Net cash provided by financing activities was $172.9 million for the six months ended June 30, 2014 as compared to net cash used in financing activities of $16.8 million for the six months ended June 30, 2013.  The 2014 cash provided was primarily attributable to net borrowings under our Senior Secured Revolving Credit Facility of $142.0 million, the proceeds from the exercise of options and warrants of $23.1 million and excess tax benefits related to share-based compensation of $7.3 million.

 

The 2013 use of cash was primarily attributable to net repayments under our Senior Secured Revolving Credit Facility of $21.3 million and the net repayments under our working capital facilities of $3.2 million, offset by proceeds from the exercises of options and warrants of $6.0 million.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

Contingencies

 

We record contingent liabilities resulting from asserted and unasserted claims against us when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. We disclose contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimating probable losses requires analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. We currently are not involved in any material legal proceedings. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to any future proceedings. Contingent liabilities are described in Note 9 to the consolidated financial statements included elsewhere in this report.

 

Contractual Obligations and Commitments

 

Our contractual cash payment obligations as of June 30, 2014 are set forth below (in thousands):

 

										Payments due by year ending December 31,
		Total				Period from July 1, 2014 to December 31, 2014				2015				2016				2017				2018				Thereafter
Amounts outstanding under senior unsecured notes payable		$	250,000			$	—			$	—			$	—			$	—			$	—			$	250,000
Amounts outstanding under senior secured revolving credit facility			187,022				—				—				187,022				—				—				—
Operating leases			48,246				6,908				12,630				9,624				7,455				5,632				5,997
Amounts outstanding under working capital facilities			40,410				—				40,410				—				—				—				—
Totals		$	525,678			$	6,908			$	53,040			$	196,646			$	7,455			$	5,632			$	255,997

 

As of June 30, 2014, we leased our office spaces for our corporate locations in Atlanta, Georgia and New York, New York and also for our 65 service centers in various cities under non-cancelable lease agreements. We own office facilities in Warren, Michigan and Sarasota, Florida.

 

We have certain contractual obligations including various debt agreements with requirements to make interest payments. Amounts outstanding under the Senior Unsecured Notes are subject to a fixed interest rate of 9.0% and interest is expected to be $22.5 million annually with semi-annual payments that began in January 2012 and end in July 2019.  Additionally, certain amounts are subject to the level of borrowings in future periods and the interest rate for the applicable periods, and therefore the amounts of these payments are not determinable. Based upon amounts outstanding at June 30, 2014 and applicable interest rates currently ranging between 2.9% and 5.25%, interest amounts are expected to be approximately $3.6 million for the six months ended December 31, 2014, approximately $6.7 million for the year ended December 31, 2015 and approximately $3.1 million for the year ended December 31, 2016.

 

Off-Balance Sheet Arrangements

 

We engage in no activities, obligations or exposures associated with off-balance sheet arrangements.  

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

Critical Accounting Policies and Estimates

 

Overview and Definitions

 

We have identified the policies below as critical to our business operations and understanding of our results of operations. The impact and any associated risks related to these policies on our business operations are discussed throughout this management’s discussion and analysis of financial condition and results of operations where such policies affect our reported and expected financial results. Our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, cash flow and related disclosure of contingent assets and liabilities. Our estimates include those related to accounts receivable reserves, goodwill and other intangible assets, share-based compensation other equity instruments, income and other taxes, derivative instruments and contingent obligations. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates, and the impact of changes in key assumptions may not be linear. Our management has reviewed the application of these policies with the audit committee of our Board of Directors. For a detailed discussion on the application of these and other accounting policies, see Note 2 to the consolidated financial statements included elsewhere in this report. We believe that our most critical accounting policies and estimates relate to the following:

 

Revenue Recognition

 

Revenue related to IMEs, peer reviews, bill reviews, Medicare compliance services and administrative support services is recognized at the time services have been performed and the report is shipped to the end user. We believe that recognizing revenue at the time the report is shipped is appropriate because we 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. We report 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, where no report is generated, is recognized at the time the service is performed. We believe that recognizing revenue at the time the service is performed is appropriate because we 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.  We have 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 are deferring these revenues, net of estimated costs, until the case has been settled the cash has been collected and the contingency has been resolved.  

 

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

 

Trade Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable balances consist of amounts owed to us for services provided in the normal course of business and are reported net of an allowance for doubtful accounts. Generally, no collateral is received from clients and the collectability of trade receivable balances is regularly evaluated based on a combination of factors such as client credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment patterns and additions to the allowance are made based on these trends. Accounts are reviewed regularly for collectability and those deemed uncollectible are written off.

 

We assume, that on average, all accounts receivable will be collected within one year and thus classify these as current assets; however, there are certain receivables, primarily in the U.K., that have aged longer than one year as of December 31, 2013 and June 30, 2014, and we have recorded an estimate for those receivables that will not be collected within one year as long-term in the Consolidated Balance Sheets contained elsewhere in this report.

 

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. Based on the provisions of ASC 350, Intangibles—Goodwill and Other (“ASC 350”), goodwill and indefinite lived intangible assets are tested for impairment annually or more frequently if impairment indicators arise. We evaluate the carrying value of goodwill during the fourth quarter of each fiscal year and between annual valuations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting units below their carrying amount. Such circumstances include: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, we compare the fair value of the reporting units to which the goodwill is assigned to the reporting units’ carrying amount, including goodwill. The fair value of the reporting units is estimated using primarily the income, or discounted cash flows, approach. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. The impairment loss is calculated by comparing the implied fair value of the reporting unit’s goodwill to its carrying amount. In calculating the implied fair value of the reporting unit’s goodwill, the fair value of the reporting unit is allocated in a hypothetical analysis to all of the other assets and liabilities, including any unrecognized intangible assets, of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

Intangible assets, including client relationships, trade names, covenants not to compete and technology that have finite lives are amortized over their useful lives.

 

We performed our annual impairment review of goodwill in October 2013 and reviewed subsequent events through June 30, 2014 and determined that the fair value of our reporting units substantially exceed their carrying value, and goodwill was not impaired as of year end. Further, we believe that there have been no facts or circumstances through the date of this filing that indicate an impairment of goodwill exists.

 

Deferred Income Taxes

 

We provide for deferred income tax assets and liabilities based on the estimated future tax effects of differences between the financial and tax bases of assets and liabilities based on currently enacted tax laws. Our deferred and other tax balances are based on management’s interpretation of the tax regulations and rulings in numerous taxing jurisdictions. Income tax expense and liabilities recognized by us also reflect our best estimates and assumptions regarding, among other things, the level of future taxable income, the effect of our various tax planning strategies and uncertain tax positions. Future tax authority rulings and changes in tax laws, changes in projected levels of taxable income and future tax planning strategies could affect the actual effective tax rate and tax balances recorded by us. We follow the provisions under FASB ASC Subtopic 740-10, Income Taxes - Overall ("ASC 740") that provides a recognition threshold and measurement criteria for the financial statement recognition of a tax benefit taken or expected to be taken in a tax return. Tax benefits are recognized only when it is more likely than not, based on the technical merits, that the benefits will be sustained on examination. Tax benefits that meet the more-likely-than-not recognition threshold are measured using a probability weighting of the largest amount of tax benefit that has greater than 50% likelihood of being realized upon settlement. Whether the more-likely-than-not recognition threshold is met for a particular tax benefit is a matter of judgment based on the individual facts and circumstances evaluated in light of all available evidence as of the balance sheet date.

 

We are no longer subject to U.S. federal income and state tax return examinations by tax authorities before 2009 and 2008, respectively. We operate in multiple taxing jurisdictions and face audits from various tax authorities. We remain subject to examination until the statute of limitations expires for the respective tax jurisdiction. We do not anticipate that the amount of the unrecognized benefit will significantly increase or decrease within the next twelve months. We record interest and penalties related to unrecognized tax benefits in income tax expense.

 

Undistributed earnings of our foreign subsidiaries are considered indefinitely reinvested and, accordingly, no provision for U.S. federal income taxes has been recorded. Deferred taxes are provided for earnings outside the United States when those earnings are not considered indefinitely reinvested.

 

Share-Based Compensation and Other Equity Instruments

 

Our stock incentive plan provides for the granting of stock options and other share-based awards including warrants, restricted stock units (“RSUs”) and shares of restricted stock, 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. We use the straight-line amortization method for recognizing share-based compensation expense.

 

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 these stock options. Additionally, option valuation models require the input of highly subjective assumptions, including the expected volatility of the stock price. Because our 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 our opinion, the existing models may not provide a reliable single measure of the fair value of its share-based awards.

  

Our expected volatility assumptions are based upon the weighted average of our implied volatility, our mean reversion volatility and the median of our peer group’s most recent historical volatilities for 2014 stock option grants. Expected life assumptions are based upon the “simplified” method for those options issued since our IPO 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.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

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. Additional information regarding our valuation of common stock and equity awards is set forth in Note 2 to our consolidated financial statements included elsewhere in this report.

 

Accounting for Acquisitions

 

Accounting for acquisitions requires us to recognize and measure identifiable assets acquired, liabilities assumed and any non-controlling interest in the acquired entity. Our accounting for acquisitions involves significant judgments and estimates, including the fair value of certain forms of consideration, the fair value of acquired intangible assets, which involve projections of future revenues, cash flows and terminal value, which are then discounted at an estimated discount rate, the fair value of other acquired assets and assumed liabilities, including potential contingencies, and the useful lives of the assets. The projections are developed using internal forecasts, available industry and market data and estimates of long-term rates of growth for our business. The impact of prior or future acquisitions on our financial position or results of operations may be materially impacted by the change in or initial selection of assumptions and estimates. 

 

Financial Instruments

 

Our financial assets and (liabilities), which are measured at fair value on a recurring basis, are categorized using the fair value hierarchy at December 31, 2013 and June 30, 2014, and are as follows (in thousands):

 

		Level 1				Level 2				Level 3				Total
As of December 31, 2013
Financial instruments:
Contingent consideration		$	—			$	—			$	(4,834	)		$	(4,834	)
Foreign currency derivative asset			—				61				—				61
Foreign currency derivative liability			—				(683	)			—				(683	)
As of June 30, 2014
Financial instruments:
Contingent consideration		$	—			$	—			$	(11,657	)		$	(11,657	)
Foreign currency derivative liability			—				(2,701	)			—				(2,701	)

 

  

The contingent consideration relates to earnout provisions recorded in conjunction with certain acquisitions completed in 2009, 2013 and 2014 (see Note 3 to the Consolidated Financial Statements contained elsewhere in this report). Of the total increase in fair value of the contingent consideration of $6.8 million in 2014, $7.1 million was added as the result of a 2014 acquisition and, $207,000 was 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. These increases were offset by a purchase accounting adjustment to a 2013 acquisition in the amount of $373,000 for the change in the fair value of the contingent consideration, $333,000 settled as cash consideration to satisfy an installment related to a 2009 acquisition, and approximately $110,000 of the change in value relates to the release of a restriction associated with shares previously issued related to a 2009 acquisition.

 

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

 

Recent Accounting Pronouncements

 

Recently Adopted Accounting Pronouncements 

 

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 provisions of ASU 2013-11 are effective for fiscal years and interim periods beginning after December 15, 2013 and are to be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. We adopted these provisions effective January 1, 2014 and the adoption of these provisions did not have a material impact on our financial position, results of operations and cash flows.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

Accounting Pronouncements Not Yet Adopted

 

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. We are currently evaluating the impact of this standard on our financial position, results of operations and cash flows.

 

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, 2016, with early application not permitted. We are currently evaluating the impact of this standard on its financial position, results of operations and cash flows.

 

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

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure results primarily from fluctuations in interest rates, foreign currency exchange rates as well as inflation. In the normal course of business, we are exposed to market risks, including changes in interest rates which affect our debt as well as cash flows. We may also face additional exchange rate risk in the future as we expand our business internationally.

 

Interest Rate Risk. As of June 30, 2014, we had cash and cash equivalents totaling approximately $7.9 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $1.0 million were held in the U.S. Therefore, 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.

 

Our outstanding debts of $40.4 million and $187.0 million at June 30, 2014 related to indebtedness under our working capital facilities and Senior Secured Revolving Credit Facility, respectively, contain floating interest rates. Thus, our interest rate is subject to market risk in the form of fluctuations in interest rates. The effect of a hypothetical one percentage point increase in our variable rate debt would result in an increase of approximately $2.3 million in our annual pre-tax net loss assuming no further changes in the amount of borrowings subject to variable rate interest from amounts outstanding at June 30, 2014.

 

Foreign Exchange Risk. As of June 30, 2014, we have foreign currency risks related to our revenues and operating expenses denominated in currencies other than the U.S. dollar, namely, the Canadian dollar, the Pound Sterling and the Australian dollar. Our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. We do not currently hedge our exposure to foreign currency exchange rate fluctuations related to the Canadian dollar given that the net difference between foreign currency denominated revenue and expenses is immaterial. In the future, however, we may hedge such exposure to foreign currency exchange rate fluctuations in this currency.

 

Beginning in the second quarter of 2013, in order to protect against foreign currency exposure in our Australian operations, we entered into forward foreign currency contracts as a hedge of AUD $60.0 million of its net investment in Australia. Beginning in the third quarter of 2013, we also entered into forward foreign currency contracts as a hedge of £40.0 million of our net investment in the U.K. We settled certain of our hedge positions during the 2014 year and paid $5.0 million in net settlements. This amount was classified in accumulated other comprehensive loss in our Consolidated Balance Sheet (see Note 2 to the Consolidated Financial Statements contained elsewhere in this report), offsetting the currency translation adjustment of the related net investment that is also recorded in accumulated other comprehensive loss, and is reported net of the effect of income taxes.

 

As of December 31, 2013, we had a net liability of $622,000, with $683,000 recorded in other current liabilities and $61,000 recorded in other current assets with the offsetting net unrealized loss being recorded in accumulated other comprehensive loss in our Consolidated Balance Sheets associated with open forward foreign currency contracts which matured in January of 2014. As of June 30, 2014, we had a net liability of $2.7 million, all of which was recorded in other current liabilities with the offsetting net unrealized loss being recorded in accumulated other comprehensive loss in our Consolidated Balance Sheets associated with open forward foreign currency contracts which matured in July of 2014.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

Item 4. Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, an evaluation was carried out under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2014. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2014, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

There were no changes in our internal control over financial reporting during the period ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Company is currently a party to various legal proceedings arising from the normal course of business activities. While the Company does not presently believe that the ultimate outcome of such proceedings will have a material impact on its business, operating results or financial condition, litigation is subject to inherent uncertainties. If an unfavorable ruling were to occur, it is possible that such ruling could have a material adverse impact on our business, operating results or financial condition in the period in which the ruling occurs. Our current estimates of the potential impact from such legal proceedings could change in the future.

 

Item 1A. Risk Factors

 

There have been no material changes in the risks facing the Company as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Dividend Policy

 

Since the Company’s incorporation in 2007, the Company has not declared or paid any dividends on its common stock. The Company currently intends to retain all of the Company’s future earnings, if any, to finance the growth and development of the Company’s business and does not anticipate paying cash dividends for the foreseeable future. The Company’s existing credit facility and the Indenture restrict the Company’s ability to pay cash dividends, and any future financing agreements may restrict the Company from paying any type of dividends.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

Item 6. Exhibits

 

Exhibit Number		Title
2.1		Agreement and Plan of Merger, dated June 23, 2010, by and among ExamWorks Group, Inc., ExamWorks, Inc. and ExamWorks Merger Sub, Inc. (filed as Exhibit 2.1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 13, 2010 and incorporated by reference herein).
2.2		Stock Purchase Agreement dated as of January 11, 2011, by and among ExamWorks Group, Inc., ExamWorks, Inc., MES Group, Inc., George C. Turek and the minority shareholders of MES Group, Inc. set forth therein (filed as Exhibit 2.1 to Form 8-K filed with the Securities and Exchange Commission on January 13, 2011 and incorporated by reference herein).
2.3*		Agreement for the sale and purchase of the entire issued share capital of Premex Group Limited dated May 10, 2011, among ExamWorks Group, Inc., ExamWorks UK Ltd. and the shareholders of Premex Group Limited set forth therein (filed as Exhibit 2.1 to Form 8-K filed with the Securities and Exchange Commission on May 13, 2011 and incorporated by reference herein).
2.4*		Tax Deed dated May 10, 2011, relating to the sale and purchase of the entire issued share capital of Premex Group between ExamWorks UK Ltd. And Covenantors set forth therein (filed as Exhibit 2.2 to Form 8-K filed with the Securities and Exchange Commission on May 13, 2011 and incorporated by reference herein).
2.5*		Sale and Purchase Deed relating to the sale and purchase of MedHealth Holdings Pty Limited dated August 31, 2012 among EW Pacific Pty Ltd, the shareholders of MedHealth Holdings Pty Limited set forth therein, and certain additional restrained parties set forth therein (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on August 31, 2012).
2.6*		Additional Sellers Deed relating to the sale and purchase of MedHealth Holdings Pty Limited dated August 31, 2012 among EW Pacific Pty Ltd and certain minority shareholders of MedHealth Holdings Pty Limited (incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K filed on August 31, 2012).
2.7*		Stock Purchase Agreement dated as of February 3, 2014, by and among Exam Works, Inc., G&L Intermediate Holdings, Inc., G&L Investment Holdings, Inc., ABRY Partners V, L.P. and ABRY Senior Equity II, L.P (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on February 4, 2014).
2.8*		Stock Purchase Agreement dated June 6, 2014, by and among ExamWorks, Inc. and the shareholders of Ability Services Network, Inc. set forth on the signature page thereto (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on June 9, 2014).
3.1.1		Amended and Restated Certificate of Incorporation of ExamWorks (incorporated by reference to Exhibit 3.1 to Form 10-K filed March 11, 2011).
3.1.2		Second Amended and Restated Bylaws of ExamWorks (incorporated by reference to Exhibit 3.1 to Form 8-K filed October 30, 2013).
4.1		Form of Common Stock Certificate of ExamWorks (filed as Exhibit 4.1 to Amendment No. 3 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 21, 2010 and incorporated by reference herein).
4.2		Indenture dated July 19, 2011, by and among ExamWorks Group, Inc., the Guarantors party thereto, and U.S. Bank, National Association, as Trustee (including Form of 9% Note Due 2019) (filed as Exhibit 4.1 to Form 8-K filed with the Securities and Exchange Commission on July 22, 2011 and incorporated by reference herein).
4.3		Registration Rights Agreement dated July 19, 2011 by and among ExamWorks Group, Inc., the Guarantors party thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Initial Purchasers (filed as Exhibit 4.2 to Form 8-K filed with the Securities and Exchange Commission on July 22, 2011 and incorporated by reference herein).

 

 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

 

4.4		Form of 9% Senior Unsecured Exchange Note Due 2019 and Form of Exchange Guarantee (filed as Exhibit 4.4 to From S-4 filed with the Securities and Exchange Commission on April 4, 2012 and incorporated by reference herein).
10.1		Sixth Amendment to Credit Agreement and Consent dated as of February 3, 2014, by and among ExamWorks Group, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the Guarantors and Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 4, 2014).
31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)
31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)
32.1		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

 

*   Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.  The Company agrees to furnish supplementary copies of any omitted schedules to the Securities and Exchange Commission upon request.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	EXAMWORKS GROUP, INC.
Date: July 31, 2014	By:	/s/ J. Miguel Fernandez de Castro
		J. Miguel Fernandez de Castro
		Senior Executive Vice President and Chief
		Financial Officer (Principal Financial Officer)

 

 

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