CORRESP 1 filename1.htm exam20140207_corresp.htm

 

 

February 7, 2014

 

VIA EDGAR

 

United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549

 
 
Attn: Tia L. Jenkins, Senior Assistant Chief Accountant


Office of Beverages, Apparel and Mining

   
   

Re:

ExamWorks Group, Inc.
Form 10-K for the Year Ended December 31, 2012 Filed March 1, 2013

Response Dated December 5, 2013
File No. 001-34930

 

Ladies and Gentlemen:

 

This letter is being submitted to supplement our response dated January 31, 2014 in response to the comment letter dated December 27, 2013 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Form 10-K for the Year Ended December 31, 2012 Filed March 1, 2013 and Form 10-Q for the Quarter Ended June 30, 2013 Filed August 1, 2013 (together, the “Periodic Reports”) of ExamWorks Group, Inc. (the “Company”).

 

As discussed in the Company’s response dated January 31, 2014, the Chief Executive Officer (“CEO”) reviews the following reports, redacted examples of which are being provided as attachments to this letter:

 

 

Monthly Consolidated Financial Package: Includes a consolidated balance sheet, consolidated income statement with results compared to budget, and consolidated cash flow statement. Given the internal and confidential nature of this report, certain periodic financial amounts, budget amounts and income statement captions have been redacted from the attached.

 

 

Daily Billing Calendar: Calendar showing the revenue billed by day for the U.S. compared to prior three months average and prior year month average. Given the internal and confidential nature of this report, daily amounts and the internal summary of these amounts have been redacted from the attached.

 

 

Daily Referral Calendar: Calendar showing referrals by day for the U.S. with the associated potential revenue compared to prior three months average and prior month average. Given the internal and confidential nature of this report, daily quantities, potential revenues and the internal summary of these amounts have been redacted from the attached.

 

 
 

 

 

 

Revenue Forecast Schedule: The CEO receives a schedule, generally on a weekly basis, or more frequently the last week of a month or quarter that forecasts the revenue for the current month and the remaining months in the quarter. The revenue schedule includes revenues from certain of our service centers and summarizes the information into countries. The forecast also includes analyst information at a consolidated level and compares our current revenue forecast to consensus revenue. Given the internal and confidential nature of this report, certain periodic financial information as well as the internal summary of the monthly and quarter-to-date amounts have been redacted from the attached.

 

 

Quarterly Board Package: As a member of the Board of Directors (“BOD”), the CEO is also provided with the BOD quarterly financial package that, in addition to detailed consolidated financial data, includes the following items:

 

 

o

Revenues by country, with a high level discussion of variances from budget and prior year

 

o

Adjusted EBITDA by country

 

Please note that the attached slides from the BOD package represent only the slides relevant to the Staff’s comments. In addition, given the internal and confidential nature of the BOD package, certain explanations or amounts when compared with internal budget or that contain operations-specific and sensitive information have been redacted.

 

 

Annual Budget Package: In connection with the CEO’s role and given he sits on the BOD, he takes part in reviewing and voting on whether the Company’s budget is approved on an annual basis. In addition to consolidated financial data, the Company’s BOD budget presentation includes the following disaggregated data:

 

 

o

Revenues by country, with a high level discussion of revenue drivers

 

o

Adjusted EBITDA by country, with a high level discussion of cost drivers

 

Please note that the attached slides from the BOD budget presentation represent only those slides relevant to the Staff’s comments. In addition, given the internal and confidential nature of the BOD budget presentation, competitively-sensitive operations related data, budget numbers and detailed explanations about the budget process have been redacted.

 

Additionally, two further sets of information were discussed in our letter dated January 31, 2014. The first relates to the large TV screen in the President’s office displaying revenues by service center throughout all of our geographies. This screen is viewed by the CEO occasionally, but no written reports are generated from it or provided to the CEO. The second relates to the quarterly business presentations made by each service center manager, to which the CEO is invited to participate if his schedule allows. These meetings primarily take place via WebEx and print outs of these materials are not provided to the CEO. In the ordinary course of how we manage our business, these two sets of disaggregated information are not regularly provided to or viewed by the CEO.

 

The Company hereby acknowledges that:

 

 

The Company is responsible for the adequacy and accuracy of the disclosure in its filings.

 

 

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings.

 

 

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

 
 

 

 

We hope that this letter is satisfactory to the Staff. If you have any questions or wish to discuss this matter further, please do not hesitate to call me at 404.952.2417.

 

 

Very truly yours,

ExamWorks Group, Inc.

 

By: /s/ J. Miguel Fernandez de Castro

 

J. Miguel Fernandez de Castro

Chief Financial Officer

 

 
 

 

 

Monthly Consolidated Financial Package

 

 
 

 


 

 

 
 

 


 

 

 
 

 


 

 

 
 

 

 

 

 

 
 

 

 

Daily Billing Calendar

 

 
 

 

 

 

 

 
 

 

 

Daily Referral Calendar

 

 
 

 

 

 

 

 
 

 

 

Revenue Forecast Schedule

 

 
 

 


 

 

 

 
 

 

 

Quarterly Board Package

 

 
 

 

 

 

 

 
 

 

 

 

 

 
 

 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 

 
 

 

 

 

 

 
 

 

 

Annual Budget Package