Note 3 - Acquisitions

12 Months Ended

Dec. 31, 2012

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

  (3)             Acquisitions

ExamWorks operates in a highly fragmented industry and has completed 40 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, and technology and the excess of purchase price over the estimated fair value of the tangible assets acquired and liabilities assumed and the separately recognized intangible assets has been recorded 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)2010 Acquisitions

Metro Medical Acquisition

On March 26, 2010, ExamWorks acquired substantially all of the assets and assumed certain liabilities of Metro Medical Services, LLC (“Metro Medical”) for aggregate consideration of $13.5 million, comprised of $13.0 million cash consideration less cash acquired of $722,000 and 589,930 shares of the Company’s common stock with an estimated fair value of $1.3 million. In conjunction with the Metro Medical acquisition, the Company incurred transaction costs of $101,000 which are reported in SGA expenses in the accompanying 2010 Consolidated Statement of Operations. The Metro Medical acquisition enabled the Company to further expand its operations in the northeastern region of the United States.

The final allocation of consideration for the Metro Medical acquisition is summarized as follows (in thousands):

	Preliminary purchase price allocation December 31, 2010		Adjustments/ reclassifications		Final purchase price allocation December 31, 2011
Equipment and leasehold improvements	$	186	$	—	$	186
Customer relationships		4,715		—		4,715
Tradename		1,458		—		1,458
Covenants not to compete		66		—		66
Technology		100		—		100
Goodwill		5,601		—		5,601
Deferred tax asset associated with step-up in book basis		680		—		680
Assets acquired and liabilities assumed, net		682		—		682
Totals	$	13,488	$	—	$	13,488

In 2011, the Company finalized the purchase price allocation with no adjustments. The goodwill and other intangible assets resulting from the Metro Medical acquisition are deductible for tax purposes.

Direct IME Acquisition

On June 30, 2010, ExamWorks acquired substantially all of the assets and assumed certain liabilities of Direct IME, A Partnership (“Direct IME”), for aggregate consideration of $13.6 million, comprised of $11.9 million cash consideration less cash acquired of $50,000, 507,606 shares of the Company’s common stock with an estimated fair value of $1.4 million and $351,000 of contingent consideration. The acquisition agreement contains a clawback provision whereby certain revenue and profitability targets must be met for a period of two years. At the time of closing, the Company expected Direct IME to achieve the targeted levels. Additionally, the acquisition agreement contains contingent consideration in the form of an earnout provision based upon the achievement of certain revenue and profitability targets. Any contingent consideration is payable at the end of a two-year period. The fair value of the contingent consideration is adjusted quarterly based primarily on variations in the expected performance of the acquired businesses with the change being recorded as other (income) expense in the accompanying Consolidated Statements of Operations. For the year ended December 31, 2010, the Company recorded additional contingent consideration of $210,000 resulting primarily from the change in the value of the earnout as other expense in the accompanying Consolidated Statements of Operations.  In the third quarter of 2011, the Company and the sellers of Direct IME agreed to terminate the clawback and earnout provisions in the acquisition agreement.  As a result, the Company recorded a reduction to contingent consideration of approximately $600,000 in SGA expense in the accompanying Consolidated Statement of Operations. In conjunction with the Direct IME acquisition, the Company incurred transaction costs of $194,000 which are reported in SGA expenses in the accompanying 2010 Consolidated Statement of Operations. The Direct IME acquisition enabled the Company to expand operations into the Canadian market.

The final allocation of consideration for the Direct IME acquisition is summarized as follows (in thousands):

	Preliminary purchase price allocation December 31, 2010		Adjustments/ reclassifications		Final purchase price allocation December 31, 2011
Equipment and leasehold improvements	$	34	$	—	$	34
Customer relationships		5,416		—		5,416
Tradename		720		—		720
Covenants not to compete		33		—		33
Technology		48		—		48
Goodwill		5,708		—		5,708
Deferred tax asset associated with step-up in book basis		815		—		815
Assets acquired and liabilities assumed, net		855		—		855
Totals	$	13,629	$	—	$	13,629

In 2011, the Company finalized the purchase price allocation with no adjustments. The goodwill and other intangible assets resulting from the Direct IME acquisition are deductible for tax purposes.

Verity Acquisition

On August 6, 2010, ExamWorks acquired substantially all of the assets and assumed certain liabilities of Verity Medical, Inc. (“Verity Medical”), for cash consideration of $14.0 million. In conjunction with the Verity Medical acquisition, the Company incurred transaction costs of $138,000 which are reported in SGA expenses in the accompanying 2010 Consolidated Statement of Operations. The Verity Medical acquisition enabled the Company to further expand its operations in the midwestern region of the United States.

The final allocation of consideration for the Verity Medical acquisition is summarized as follows (in thousands):

	Preliminary purchase price allocation December 31, 2010		Adjustments/ reclassifications			Final purchase price allocation December 31, 2011
Equipment and leasehold improvements	$	46	$	—		$	46
Customer relationships		6,063		—			6,063
Tradename		1,036		—			1,036
Covenants not to compete		51		—			51
Technology		83		—			83
Goodwill		6,160		14			6,174
Deferred tax asset associated with step-up in book basis		12		8			20
Assets acquired and liabilities assumed, net		540		(22	)		518
Totals	$	13,991	$	—		$	13,991

In 2011, the Company finalized the purchase price allocation with limited adjustments. The goodwill and other intangible assets resulting from the Verity Medical acquisition are deductible for tax purposes.

UK Independent Medical Acquisition

On September 7, 2010, ExamWorks acquired 100% of the outstanding common stock of UK Independent Medical Services (“UKIM”) for aggregate consideration of $16.0 million, comprised of $14.5 million cash consideration and 253,003 shares of the Company’s common stock with an estimated fair value of $1.5 million. In conjunction with the UKIM acquisition, the Company incurred transaction costs of $447,000 which are reported in SGA expenses in the accompanying 2010 Consolidated Statement of Operations. The UKIM acquisition enabled the Company to expand operations into the UK market.

The final allocation of consideration for the UKIM acquisition is summarized as follows (in thousands):

	Preliminary purchase price allocation December 31, 2010		Adjustments/ reclassifications			Final purchase price allocation December 31, 2011
Equipment and leasehold improvements	$	152	$	—		$	152
Customer relationships		3,238		—			3,238
Tradename		1,704		—			1,704
Covenants not to compete		107		—			107
Technology		5		—			5
Goodwill		2,895		1,487			4,382
Deferred tax asset associated with step-up in book basis		1,163		826			1,989
Assets acquired and liabilities assumed, net		6,358		(1,940	)		4,418
Totals	$	15,622	$	373		$	15,995

In 2011, the Company finalized the purchase price allocation and recorded an adjustment to working capital resulting in an increase to total consideration paid of $373,000. Other adjustments to the purchase price allocation in 2011 relate primarily to a decrease in fair value of acquired account receivable. The goodwill and other intangible assets resulting from the UKIM acquisition are deductible for U.S. federal income tax purposes.

Other 2010 Acquisitions

Additionally, in 2010, the Company completed the following individually insignificant acquisitions, as defined in SEC Regulation S-X Rule 3-05, with an aggregate purchase price of $70.2 million, comprised of $62.8 million cash consideration less cash acquired of $1.0 million, 1,685,312 shares of the Company’s common stock with an estimated fair value of $5.9 million, $1.7 million of seller debt in the form of subordinated unsecured notes payable, and $786,000 of contingent consideration. A portion of this debt may be settled, at the election of the seller, with 135,282 shares of the Company’s common stock. In conjunction with the other 2010 acquisitions, the Company incurred transaction costs of $1.2 million, which are reported in SGA expenses in the accompanying 2010 Consolidated Statement of Operations. These acquisitions expanded the geographic coverage and, to a lesser extent, enhanced the service offering of the Company.

Company name	Form of acquisition	Date of acquisition
American Medical Bill Review, Inc. (AMBR)	Substantially all of the assets and assumed certain liabilities	March 15, 2010
Medical Evaluations, Inc. (MEI)	Substantially all of the assets and assumed certain liabilities	March 15, 2010
401 Diagnostics, Inc.	Substantially all of the assets and assumed certain liabilities	June 30, 2010
Independent Medical Services Corporation	Substantially all of the assets and assumed certain liabilities	June 30, 2010
Network Medical Review Co. Ltd.	100% of the outstanding common stock	June 30, 2010
SOMA Medical Assessments, Inc.	Substantially all of the assets and assumed certain liabilities	June 30, 2010
Exigere Corporation	100% of the outstanding common stock	August 6, 2010
Health Cost Management, LLC	Substantially all of the assets and assumed certain liabilities	September 1, 2010
BME Gateway, Inc.	Substantially all of the assets and assumed certain liabilities	October 1, 2010
Royal Medical Consultants, Inc.	Substantially all of the assets and assumed certain liabilities	December 20, 2010

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

	Preliminary purchase price allocation December 31, 2010			Adjustments/ reclassifications			Final purchase price allocation December 31, 2011
Equipment and leasehold improvements	$	792		$	—		$	792
Customer relationships		24,814			—			24,814
Tradename		5,984			—			5,984
Covenants not to compete		242			—			242
Technology		1,219			—			1,219
Goodwill		37,513			298			37,811
Net deferred tax liability associated with step-up in book basis		(2,540	)		212			(2,328	)
Assets acquired and liabilities assumed, net		2,294			(598	)		1,696
Totals	$	70,318		$	(88	)	$	70,230

In 2011, the Company recorded adjustments to working capital resulting in a decrease to total consideration paid of $88,000. The SOMA Medical Assessments Inc. (“SOMA”) acquisition agreement contains a clawback provision whereby certain revenue and profitability targets must be met for a period of two years. At the time of closing, the Company expected SOMA to achieve the targeted levels. Additionally, the SOMA agreement contains contingent consideration in the form of an earnout provision based upon the achievement of certain revenue and profitability targets. At the date of the SOMA acquisition, the Company recorded $536,000 as the estimate of the fair value of the contingent consideration related to this acquisition. Any contingent consideration is payable at the end of a two-year period. The fair value of the contingent consideration is adjusted quarterly based primarily on variations in the expected performance of the acquired businesses with the change being recorded as other (income) expense in the accompanying Consolidated Statements of Operations. For the year ended December 31, 2010, the Company recorded additional contingent consideration of $714,000 resulting primarily from the change in the value of the earnout as other expense in the accompanying Consolidated Statements of Operations.  In the third quarter of 2011, the Company and the sellers of SOMA agreed to terminate the clawback and earnout provisions in the acquisition agreement.  As a result, the Company recorded a reduction to contingent consideration of approximately $1.3 million in SGA expense in the accompanying Consolidated Statement of Operations. Goodwill of $24.0 million and other intangible assets of $21.7 million are deductible for tax purposes.

 (b)              2011 Acquisitions

MES Group Acquisition

On February 28, 2011, the Company completed the acquisition of 100% of the outstanding stock of MES Group, Inc. (“MES”) for aggregate consideration of $215.0 million, comprised of $175.0 million cash consideration, 1,424,501 shares of Company common stock with a fair value of approximately $30.0 million  (using a value of  $21.07 per share, the closing price of the Company’s common stock on February 28, 2011), and $10.0 million of assumed indebtedness under MES’ credit facility, which was paid off at closing. In conjunction with the MES acquisition, the Company incurred transaction costs of $2.0 million, of which $1.5 million and $535,000 were incurred in the years ended December 31, 2010 and 2011, respectively,  and are reported in SGA expenses in the Company’s accompanying Consolidated Statements of Operations. The MES acquisition broadened the Company’s product portfolio, customer base and increased the Company’s market share in the U.S.

The final allocation of consideration for the MES acquisition is summarized as follows (in thousands):

	Preliminary purchase price allocation December 31, 2011			Adjustments/ reclassifications			Final purchase price allocation December 31, 2012
Building, equipment and leasehold improvements	$	1,800		$	—		$	1,800
Customer relationships		38,190			—			38,190
Tradename		17,426			—			17,426
Covenants not to compete		511			—			511
Technology		762			—			762
Goodwill		159,988			2,048			162,036
Net deferred tax liability associated with step-up in book basis		(18,244	)		693			(17,551	)
Assets acquired and liabilities assumed, net		14,581			(2,741	)		11,840
Totals	$	215,014		$	—		$	215,014

In the first quarter of 2012, the Company finalized the purchase price allocation with limited adjustments to the purchase price. The goodwill and $54.6 million of other intangible assets resulting from the MES acquisition are not expected to be deductible for tax purposes.

Premex Group Acquisition

On May 10, 2011, the Company completed the acquisition of 100% of the outstanding share capital of Premex Group Limited (“Premex”) for aggregate consideration of $108.4 million, comprised of $66.5 million cash consideration, 661,610 shares of Company common stock with a fair value of approximately $15.1 million (using a value of $22.85 per share, the closing price of the Company’s common stock on May 10, 2011) and $26.8 million of assumed indebtedness under Premex’s receivables facility, which was paid off at closing. In conjunction with the Premex acquisition, the Company incurred transaction costs of $646,000 during the year ended December 31, 2011 and are reported in SGA expenses in the Company’s accompanying Consolidated Statements of Operations. The Premex acquisition increased the Company’s market share in the U.K. and broadened the Company’s product portfolio and customer base in the U.K.

The final allocation of consideration for the Premex acquisition is summarized as follows (in thousands):

	Preliminary purchase price allocation December 31, 2011		Adjustments/ reclassifications			Final purchase price allocation December 31, 2012
Equipment and leasehold improvements	$	650	$	—		$	650
Customer relationships		32,886		—			32,886
Tradename		10,602		—			10,602
Covenants not to compete		109		—			109
Technology		2,356		—			2,356
Goodwill		28,131		3,686			31,817
Net deferred tax liability associated with step-up in book basis		603		(3,695	)		(3,092	)
Assets acquired and liabilities assumed, net		33,019		9			33,028
Totals	$	108,356	$	—		$	108,356

In the second quarter of 2012, the Company finalized the purchase price allocation with limited adjustments to the purchase price. The goodwill and other intangible assets resulting from the Premex acquisition are expected to be deductible for U.S. federal income tax purposes subject to the provisions of section 901(m) of the Internal Revenue Code (“IRC Section 901(m)”) which contain annual limitations.

Other 2011 Acquisitions

Additionally, in 2011, the Company completed the following individually insignificant acquisitions, as defined in SEC Regulation S-X Rule 3-05, with an aggregate purchase price of $44.6 million, comprised of $43.2 million cash consideration less cash acquired of $564,000, and 214,926 shares of the Company’s common stock with an estimated fair value of $2.0 million. In conjunction with the other 2011 acquisitions, the Company incurred transaction costs of $659,000, of which $562,000 and $55,000 were incurred in the years ended December 31, 2011 and 2012, respectively, and are reported in SGA expenses in the Company’s accompanying Consolidated Statements of Operations. These acquisitions expanded the geographic coverage and, to a lesser extent, enhanced the service offering of the Company.

Company name	Form of acquisition	Date of acquisition
National IME Centres Inc.	100% of the outstanding common stock	February 18, 2011
MLS Group of Companies, Inc.	100% of the outstanding common stock	September 28, 2011
Medicolegal Services, Inc.	Substantially all of the assets and assumed certain liabilities	September 28, 2011
North York Rehabilitation Centre Inc.	Substantially all of the assets and assumed certain liabilities	October 3, 2011
Capital Vocational Specialists Inc.	Substantially all of the assets and assumed certain liabilities	October 3, 2011
Matrix Health Management Inc.	Substantially all of the assets and assumed certain liabilities	October 24, 2011
Bronshvag	Substantially all of the assets and assumed certain liabilities	October 27, 2011

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

	Preliminary purchase price allocation December 31, 2011			Adjustments/ reclassifications			Final purchase price allocation December 31, 2012
Equipment and leasehold improvements	$	213		$	—		$	213
Customer relationships		18,577			—			18,577
Tradename		2,989			—			2,989
Covenants not to compete		197			—			197
Technology		334			—			334
Goodwill		21,500			(1,653	)		19,847
Net deferred tax liability associated with step-up in book basis		(356	)		50			(306	)
Assets acquired and liabilities assumed, net		2,598			104			2,702
Totals	$	46,052		$	(1,499	)	$	44,553

In 2012, the Company finalized the purchase price allocation, including recording adjustments to working capital, resulting in a reduction of total consideration paid of $1.5 million. Goodwill of $18.3 million and other intangible assets of $20.8 million are expected to be deductible for tax purposes.

(c)               2012 Acquisitions

In 2012, the Company completed the following individually insignificant acquisitions with an aggregate purchase price of $109.2 million, comprised of $112.0 million cash consideration less cash acquired of $2.9 million, and 6,190 shares of the Company’s common stock with an estimated fair value of $85,000. In conjunction with these 2012 acquisitions, the Company incurred transaction costs of $1.3 million, all of which were incurred in the year ended December 31, 2012. These amounts are reported in SGA expenses in the Company’s accompanying Consolidated Statements of Operations. These acquisitions expanded the geographic coverage and, to a lesser extent, enhanced the service offering of the Company.

Company name	Form of acquisition	Date of acquisition
Makos Health Associates Corp	Substantially all of the assets and assumed certain liabilities	July 12, 2012
MedHealth Holdings Pty Limited	100% of the outstanding common stock	August 31, 2012
PMG	100% of the outstanding common stock	December 19, 2012

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

	Preliminary purchase price allocation December 31, 2012
Equipment and leasehold improvements	$	850
Customer relationships		44,413
Tradename		11,901
Covenants not to compete		313
Technology		666
Goodwill		60,373
Net deferred tax liability associated with step-up in book basis		(9,610	)
Liabilities assumed, net		269
Total	$	109,175

Goodwill of $53.5 million and other intangible assets of $50.2 million are expected to be deductible for U.S. federal income tax purposes, a portion of which are subject to the provisions of IRC Section 901(m) which contain annual limitations. 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 2012 acquisitions contributed $22.9 million in revenues and $1.5 million in operating income for the year ended December 31, 2012.

(d)               Pro forma Financial Information

The following unaudited pro forma results of operations for the years ended December 31, 2011 and 2012 assumes that the 2011 acquisitions were completed on January 1, 2010 and the 2012 acquisitions were completed on January 1, 2011.

For the years ended December 31, 2011 and 2012, the pro forma results include adjustments to reflect additional interest expense of $14.8 million and $5.1 million, 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 $22.9 million and $9.3 million for the years ended December 31, 2011 and 2012, respectively.  Finally, adjustments of $16.3 million and $4.6 million were made to SGA expenses for the years ended December 31, 2011 and 2012, 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.

	Years ended December 31,
	2011				2012
	(In thousands, except per share data)
Pro forma revenues		$	543,281			$	573,736
Pro forma net loss			(14,156	)			(17,931	)
Pro forma loss per share: Basic and diluted		$	(0.41	)		$	(0.53	)

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.