10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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

For the fiscal year ended December 31, 2014

Commission File No. 001-34930

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) (Zip code)

Registrant’s telephone number, including area code: (404) 952-2400

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class	Name of each exchange on which registered
COMMON STOCK, $.0001-PAR VALUE PER SHARE	NEW YORK STOCK EXCHANGE

 Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒Yes ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

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 ☒

The aggregate market value of ExamWorks Group, Inc.’s Common Stock held by non-affiliates on June 30, 2014, the last business day of the registrant’s most recently completed second fiscal quarter, was $1,177,000,000 based on the closing price on the New York Stock Exchange on June 30, 2014 of $31.73 per share.

ExamWorks Group, Inc. had 40,741,703 shares of Common Stock outstanding as of February 20, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its 2015 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.  Such Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

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EXAMWORKS GROUP, INC. AND SUBSIDIARIES

DECEMBER 31, 2014

FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	23
Item 2.	Properties	23
Item 3.	Legal Proceedings	23
Item 4.	Mine Safety Disclosures	23
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6.	Selected Financial Data	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	44
Item 8.	Financial Statements and Supplementary Data	45
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	45
Item 9A.	Controls and Procedures	45
Item 9B.	Other Information	46
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	47
Item 11.	Executive Compensation	47
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	47
Item 13.	Certain Relationships and Related Transactions, and Director Independence	47
Item 14.	Principal Accounting Fees and Services	47
PART IV
Item 15.	Exhibits, Financial Statement Schedules	48

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Forward-looking Statements 

This report contains forward-looking statements that involve risks and uncertainties. Forward-looking statements convey current expectations or forecasts of future events for ExamWorks Group, Inc. and its consolidated subsidiaries (also referred to herein as “we,” “our,” “us,” “Company” or “ExamWorks”). Statements made in this report that express ExamWorks’ intentions, plans, beliefs, expectations or predictions of future events are forward-looking statements, which ExamWorks intends to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. 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. Forward-looking statements often include words such as “may,” “will,” “would,” “could,” “can,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or “project,” or the negative of these terms or other similar expressions that convey uncertainty of future events or outcomes. Forward-looking statements may include information concerning ExamWorks’ possible or assumed future results of operations, including descriptions of ExamWorks’ revenues, profitability, outlook and overall business strategy. You should not place undue reliance on these statements because they are subject to numerous uncertainties and factors relating to ExamWorks’ operations and business environment, all of which are difficult to predict and many of which are beyond ExamWorks’ control. You should be aware that many uncertainties and factors (including the factors described in the section entitled “Risk Factors” in this report) could affect ExamWorks’ actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements, including but not limited to:

●  our ability to compete successfully;

● our ability to implement our growth strategy, including our acquisition program;

● our ability to integrate completed acquisitions;

● our expansion into international markets and our ability to operate in such markets;

● our increasing reliance on national account clients;

● our ability to secure additional financing;

● regulation of our industry, including changes in regulations affecting our client’s needs for our services or enactment of regulations impacting our business;

● our information technology and data management systems and the risk of security and data breaches;

● our ability to effectively and efficiently continue to develop and update our information technology platform;

● our ability to protect our intellectual property rights and other information, including non-public medical related personal information and other client data;

● our ability to monitor and retain qualified physicians and other medical providers;

● our ability to retain or expand our client relationships, or obtain new ones;

● our ability to provide our services in an accurate, timely and efficient manner;

● our ability to comply with existing and future regulation;

● our ability to retain key management personnel; and

● restrictions in our credit facility, the senior notes indenture, and future indebtedness.

There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. These important factors include those that we discuss in this report under the caption “Risk Factors.” You should read these factors and the other cautionary statements made in this report as being applicable to all related forward-looking statements wherever they appear in this report. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. You should keep in mind that any forward-looking statement made in this report speaks only as of the date on which made. ExamWorks expressly disclaims any intent, obligation or undertaking to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

This report also contains statistical data and estimates, including those relating to market size and growth rates of the markets in which we participate, that we obtained from industry publications and generated with internal analysis and estimates. These publications include forward-looking statements made by the authors of such reports. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions. Actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Some data and information are also based on our good faith estimates, which are derived from our review of internal surveys as well as the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information and cannot assure you of its accuracy or completeness.

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Part I

Item 1. Business

Our Company

ExamWorks is a leading provider of independent medical examinations (“IMEs”), peer reviews, bill reviews, Medicare compliance, case management and other related services (“IME services” or the “IME industry”). We provide the majority of these IME services through our medical panel of independently contracted, credentialed physicians and other medical providers. Our clients include property and casualty insurance carriers, law firms, third-party claim administrators, and government agencies that use independent services to confirm the veracity of claims by sick or injured individuals and to facilitate the delivery and quality of cost–effective care for workers’ compensation, automotive, personal injury liability and disability insurance coverage. We help our clients manage costs and enhance their risk management and compliance processes by verifying the validity, nature, cause and extent of claims, identifying fraud and providing fast, efficient and quality IME services.

We deliver our services in all 50 U.S. states, Canada, the United Kingdom and Australia. Our operating model enables us to offer our clients the localized services they are accustomed to, while realizing the benefits of scale that accrue to a larger, integrated company. 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 and 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 reviews, which consist of medical opinions by members of our medical panel without conducting physical exams; Medicare compliance services, which include workers’ compensation and liability Medicare set-aside solutions and related services that help mitigate costs and promote compliance; case management services, which include managing the medical and vocational cases of injured workers to facilitate timely recovery and/or return to work; and bill reviews, which consist of the review of physician and hospital bills to examine medical care rendered and its conformity to accepted standards of care and/or pricing.

The qualifications, experience and availability of physicians and other medical providers are critical to the IME industry, as they are the primary determinants of the speed and quality with which IME services are performed. We provide our physicians and other medical providers with seamless document management, scheduling, transcription and tracking systems, helping them increase efficiency and optimize the number of IME services they can conduct based on their availability. Our ability to minimize administrative burden and schedule appointments efficiently encourages physicians and other medical providers to perform IME services through us. Based on client and physician feedback, we believe our medical panel effectively meets our clients’ needs.

Our revenues consist primarily of fees per IME service performed. Our fees vary by physician/medical provider, specialty and type of service. Our primary costs are the payments made to physicians and other medical providers on our medical panel. For the majority of our revenues, our costs are variable as most medical panel members are independent contractors, allowing us to maintain and manage our operating margins more effectively. Our long-standing relationships with clients have resulted in historically consistent and recurrent demand for our services.

From July 14, 2008 through the date of this filing, we have acquired 50 IME services businesses, including leading IME services businesses in the U.S., Canada, the United Kingdom and Australia, as well as a leading provider of software solutions to the IME industry.  As a result of our corporate infrastructure and scale, we have developed and refined our services by identifying and integrating processes from acquired businesses throughout our entire organization that require accountability, set clear sales goals, and track progress effectively.

We also maintain industry-specific accreditations, such as URAC that demonstrate that we have consistently met meaningful standards of quality and compliance in the delivery of our services. In addition, we maintain that provide further assurances about the quality and integrity of our IME services and processes. For example, ExamWorks' private cloud computing platform allows us to maintain some of the industry's most rigorous controls for the protection of confidential information. Our AT 101 SOC 2 Type 2 certification, awarded upon the successful completion of an AT 101 SOC 2 Type 2 Audit in North America, validates the robust nature of our technology platform and information security controls.

Industry Opportunity

We believe the IME industry, excluding case management services, represents sales volumes of approximately $4.0 billion in the U.S., $0.5 billion in Australia, $0.4 billion in Canada and $0.5 billion in the United Kingdom based on our analysis of data reported by the U.S. National Association of Insurance Commissioners (“U.S. NAIC”), Australia state workcover and motor accident commissions, the Insurance Bureau of Canada, the Association of Workers’ Compensation Boards of Canada and the Association of British Insurers regarding the number of claims made for which IME services may be requested in insurance lines we service, the estimated average price for IMEs and our knowledge of the IME market, our competitors and potential acquisition targets. The IME industry is highly fragmented, consisting of an estimated 500 companies in the U.S., most of which are privately owned and generate less than $10.0 million in annual revenues, and thousands of independent physicians and other medical providers. Many of these companies provide IME services to only one line of business and only at a local level. In contrast, the needs and requirements of IME clients are increasingly sophisticated, requiring a broader portfolio of services, uniform quality standards, consistent reporting and robust administrative and information systems necessary to meet their needs across multiple geographic regions and lines of business.

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The following clients routinely request IME services:

Clients		Description
Insurance Companies	Mainly claims adjusters and in-house counsel for major insurance companies covering workers’ compensation, automotive, personal injury liability and disability insurance claims.
Law Firms	Attorneys who request IME services based on specific claims for insurance carriers.
Third-Party Claim Administrators (“TPA”)	Administrators of claims and benefits for large self-insured corporations that outsource claims management.
Government Agencies	Government agencies across the federal, state and local levels (e.g., U.S. Department of Labor and Health Canada).
State Funds	State-run payors that provide mandatory workers’ compensation insurance to companies.

 IME Industry Growth Drivers

We believe the IME industry presents IME services providers like us with continued potential for growth and profitability through consolidation, growth in international markets, and capture of market share from IME services companies without a national infrastructure, large credentialed medical panel and/or robust technology platform. The following are some of the factors that contribute to these opportunities:

● IME services are frequently used for a number of claims.  IME services are regularly used by insurance companies, law firms, TPAs, government agencies and stated funds for the evaluation of non-litigated and litigated claims.  In the U.S. IME market, we estimate, based on data reported by the U.S. NAIC, that approximately 25 million workers’ compensation, automotive, personal injury liability and disability insurance claims are made per year, which are potentially subject to IME services.  Particular types of claims with high economic value, such as permanent disability, typically require IMEs and have shown strong demand in recent years.

● Cost containment and risk management will be primary areas of focus.  Current macroeconomic, demographic and regulatory trends, including increased medical costs and administrative and regulatory burdens, will continue to pressure users of IME services to better manage costs, mitigate risks and ensure compliance.  If settled, claims are usually paid as a multiple of medical expenses and other costs accrued.  Consequently, clients increasingly demand fast, accurate and efficient provision of IME services to help manage costs.

● Demand for IME services due to the prevalence of fraud.  The National Insurance Crime Bureau reports that approximately 10% or more of insurance claims are fraudulent based on insurance industry studies. A Deloitte & Touche white paper “A Call to Action: Identifying Strategies to Win the War Against Insurance Claims Fraud”, published August 9, 2012, estimated that fraud costs property and casualty insurers $30 billion annually. Fraud erodes profit margins and increases premiums. Insurance industry executives are intensifying their efforts to address healthcare and insurance fraud, and we expect the demand for IME services to increase.

● Sources of low-risk revenue are increasingly attractive to physicians.  Pressure in the healthcare industry on physician compensation encourages physicians to take on additional work, including performing IME services to supplement their incomes.  There is almost no reimbursement risk associated with performing IME services as physicians are paid on a per service basis at a pre-negotiated rate.  Consequently, demand from physicians to perform IME services is expected to remain strong.

● International markets represent key growth opportunities.  There are several international markets with demand for IME services either due to regulatory requirements, such as national health programs, or private-sector adoption of claims validation practices to better manage costs and mitigate risks.

● Industry fragmentation, inefficiencies and lack of scale present challenges for smaller IME services companies.  The IME industry is highly fragmented and smaller IME services companies may provide IME services inefficiently and with inconsistent quality.  With ongoing pressure in the IME industry to reduce costs, improve quality and improve workflow efficiency, we believe the market opportunity for IME services companies with a comprehensive portfolio of services and broad geographic coverage is significant.

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Our Competitive Strengths

While we compete with a large number of primarily local and regional IME providers, we believe our competitive strengths include the following:

● Leading market positions in a stable industry.  We believe, based on our knowledge of the IME market, our competitors, our acquired businesses and our potential acquisition targets, that we are the largest provider of IME services in the U.S. based on revenues, and the only U.S.-based provider with significant global operations in Canada, the United Kingdom and Australia.  We believe demand for IME services has historically been driven by cost containment initiatives in response to rising medical costs, the need to efficiently manage substantial administrative and regulatory requirements, and the prevalence of fraudulent claims, all of which are expected to continue.

● Growing brand names associated with market leading capabilities.  Our brands have distinct geographic and market strengths which continue to grow stronger as we build our national and international presence.  We are known by our clients as having industry leading capabilities and continue to position ourselves as the optimal IME services provider for insurance companies and other clients as well as physicians and other medical providers.  As we acquire companies, we seek to maintain the relationships and recognition associated with the acquired brands.  We believe that as the strength of our brands improve, we will continue to attract clients and qualified physicians and other medical providers to our medical panel.

● Well positioned to capture market share.  With our focus on national accounts, our long-standing local relationships and our national and international footprint, we believe we are well positioned to continue to capture market share at the local and national level.  We have been successful in adding national accounts to our client list as clients seek to consolidate their vendors and seek vendors with scale and a robust technology infrastructure. Our national account clients generally require the use of our services throughout their organizations. As we continue to add national accounts and proactively sell our services to our clients through our sales force, we expect to continue to gain new business and grow our market share.  The quality of long-standing relationships with our clients has historically also provided consistent and recurrent demand for our services.

● Large, qualified and experienced medical panel.  We believe our medical panel represents one of the IME industry’s leading groups of widely accessible, experienced and credible physicians and other medical providers. We have relationships with physicians and other medical providers across nearly every medical specialty. We are able to attract and retain our highly qualified medical panel through our ability to fill schedules and offer a full range of administrative services. We believe that quality of service, professionalism and speed of IME or review completion are key areas of focus for our clients and we work with our medical panel to ensure that we meet or exceed client expectations.

● Leading technology platform.  Our proprietary and scalable technology platform, IME*Centric, streamlines our business processes and reduces administrative operating costs with industry leading coordination of patient referrals, appointment scheduling, client reporting and real-time case tracking. We believe that the complexities of the IME industry and client demand for a broader, more cost-effective portfolio of services will continue to benefit companies like us, which remain at the forefront of technological innovation.  Further, the architecture of our technology platform is built in a private virtual cloud computing network (“Private Cloud Network”), which allows us to maintain some of the industry's most rigorous controls for data protection.  We believe our emphasis on safeguarding and controlling access to data positions us favorably with clients who increasingly seek vendors with robust data security measures to comply with federal privacy regulations and to secure protections against data breaches, fines and costly remediation.

● Proven track record of successfully completing and integrating key acquisitions. Our growth is supplemented by selective, disciplined acquisitions to expand our geographic coverage, provide new or complementary lines of business, expand our portfolio of services and increase our market share. Since our founding, we have acquired 50 IME services businesses and have a track record of successfully integrating acquired businesses into our operations. Through rapid and effective integration, we have been able to utilize acquired platforms to cross-sell IME services. To date, we have successfully realized several key benefits through our acquisition strategy, including (i) the scale to operate efficiently while retaining the critical local office presence, (ii) the ability to offer our clients a leading medical panel, (iii) service-specific processes which are rapidly shared throughout our entire Company and (iv) the opportunity to introduce new products and services, and enter new markets and geographic regions.

● Experienced management team. Our management team has an in-depth understanding of the IME industry as well as extensive experience growing companies profitably, both organically and through acquisitions. Prior to founding our Company, our senior executive team founded and operated three successful public companies. They bring extensive experience in growing businesses organically and acquisitively, having successfully integrated over 100 acquisitions during their careers. Many of the members of the executive management team have worked together closely over the past 18 years. Since ExamWorks’ inception, the management team has sourced and successfully completed 50 acquisitions.  In addition, many of these acquisitions have added experienced industry executives to our management team worldwide.

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Our Growth Strategies

Our objective is to continue to be a leading provider of IME services, and to build on our position as an essential and trusted service provider in claims validation and verification processes.

We believe the following initiatives will allow us to continue to grow:

● Drive sales growth. As many of our acquired companies were family-owned businesses built on local relationships, they often did not have well-developed management strategies, policies and procedures. Additionally, they lacked the national footprint to capitalize on national business. We have been able to implement processes on a nationwide basis that require accountability, set clear sales goals, and track progress effectively, with the goal of increasing the number of IME services provided to existing clients. This, in turn, should lead to increased growth and profitability.

● Sell additional services to existing clients. With locations serving the U.S., Canada, the United Kingdom and Australia, we are able to use our large network to efficiently share services expertise within our sales force. By accelerating the knowledge transfer and cross-selling capabilities of our sales force, we are able to offer additional IME services to existing clients (for example, peer and bill reviews to existing IME clients and with the Gould & Lamb and ASN/MedAllocators acquisitions, Medicare compliance and case management services). This will allow us to capture additional market share and grow our presence in markets by increasing utilization of our existing platform across all IME service offerings.

● Cross-sell into other insurance lines of business. Currently, we have clients that use our services for a specific line of business. We can increase sales to existing clients through cross-selling into additional lines of business, such as workers’ compensation, automotive, personal injury liability and disability.

● Pursue accretive strategic acquisitions. We believe that our fragmented industry provides many opportunities for acquisitions. We plan to continue pursuing acquisitions to grow our business in our existing markets and add new service areas and geographic regions. We have a history of successfully integrating acquired businesses and have acquired 50 businesses to date. The acquisitions have allowed us to diversify our portfolio of services and expand our geographic footprint.

Business Segments

We conduct our business through four geographic segments: the United States, Canada, the United Kingdom and Australia. See Note 13 to the Consolidated Financial Statements for further information on our business segments.

Our Services, Medical Panel and Technology Platform

Our services primarily include IMEs and peer and bill reviews which are provided by members of our medical panel. Our portfolio of IME services meets the urgent claims evaluation needs of our clients by verifying the validity, nature, cause and extent of claims, identifying fraud and providing fast, efficient and quality IME services. In addition, with the acquisitions of Gould & Lamb, Ability Services Network (“ASN”) and MedAllocators in 2014, we expanded our presence in the Medicare compliance services and entered the case management markets. 

Independent Medical Examinations

Our primary service is to arrange for the provision of 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. Clients use IMEs as part of their claims or liability management process in order to confirm the veracity of claims by sick or injured individuals for workers’ compensation, automotive, personal injury liability and disability insurance coverage. Our independent and clearly written opinions, prepared by our credentialed panel of physicians and other medical providers, address both medical and legal competencies. In most cases, clients cannot perform the services in-house, as there is a need to perform IMEs independently, objectively and in a cost-effective manner. IMEs are also used by attorneys for legal disputes and proceedings related to personal injury and other claims. In the case of litigated claims, physicians and medical providers on our medical panel are able to provide expert testimony.

Peer Reviews

We offer a full range of peer review services, including medical record reviews, nurse file reviews and utilization reviews by members of our medical panel. Our peer reviews, which are performed by members of our medical panel, provide an informed, credible, and evidence-based medical opinion of a claimant’s condition and treatment. These reviews examine and include opinions as to (i) causal relationships, (ii) reasonableness and appropriateness of treatment, (iii) mitigating conditions with relevant associated and degenerative conditions, and (iv) the necessity of medical service and treatment, all for the purpose of facilitating the fair and proper handling of claims.

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Medicare Compliance Services

With the acquisitions of Gould & Lamb and MedAllocators, we expanded our service offerings to include Medicare compliance services.  Our primary Medicare compliance service is Medicare set-asides (“MSA”) for worker’s compensation and liability payors.  An MSA is an amount set aside in an account set up to pay future Medicare covered expenses for a claimant that would have been covered by Medicare had compensation for the injury not been the responsibility of the primary payor.  Under the Medicare Secondary Payer Statute and related guidance, insurers settling or paying workers compensation, liability, and disability claims meeting certain criteria could have exposure if they do not take the interests of Medicare into account in their settlement process. We provide the analysis of what portion of the settlement should be set-aside by the claimant to either reimburse Medicare for payments already made or to pay for future expenses.  We provide a dedicated case coordinator, as a single point of contact on a case, who is supported by a multidisciplinary team of attorneys, pharmacists, nurses and cost analysts. We also assist insurers with reporting obligations to Medicare required by the law.

Case Management 

With the acquisition of ASN, we expanded our service offerings to include case management services. Case management consists of assessing medical information to determine an injured or impaired individual’s specific health care needs in order to facilitate a timely recovery and/or return to work. These services are provided through our skilled medical and vocational case managers. Medical case managers help to ensure that an injured or impaired individual receives quality care that is appropriate and medically necessary, and to anticipate future care needs to ensure plans and proper mechanisms are in place to meet maximum rehabilitation in the most efficient and cost effective manner. Vocational case managers perform activities that are designed to assist an individual to obtain employment consistent with their post-injury restrictions. Both medical and vocational case managers act as liaisons between patients, family members, employers, providers, insurance companies and/or healthcare personnel.

Bill Reviews

We offer a full range of bill review services, including physician and hospital bill reviews and surgical cost estimates. Bill reviews examine the specific medical care rendered and how its relevance and cost conform to industry accepted standards of care. Physician and hospital bill reviews are used to facilitate the adjudication, settlement or resolution of a medical bill or claim, through a line item audit for every charge on the bill, based on service rates from local market data. Our surgical cost estimates, performed by credentialed registered nurses on our medical panel, highlight ways in which costs can be anticipated, managed, and reduced. This service provides insight into prospective procedures, likely rehabilitation and implications for disability and costs, and is particularly helpful in addressing claims where medical severity continues to increase.

Other IME-related services

We also offer a variety of other IME-related services, including litigation support services, medical record retrieval services, administrative support services and managed technology services. Litigation support services involve a member of our medical panel providing expert testimony on behalf of our clients. Medical record retrieval services are performed by an ExamWorks employee and involve the physical retrieval of the claimant’s historical medical records typically in conjunction with an IME or a peer review. Administrative support services are performed by an ExamWorks employee and involve the completion and submission of forms required for the request of exams on behalf of our clients.  Managed technology services are performed by our information technology team and involve providing customized technology solutions to streamline operations and increase data security.

Medical Panel

The majority of our IME services are performed by a panel of experienced and credentialed physicians and other medical providers, which include dentists, chiropractors, psychologists, acupuncturists, physical therapists and nurses, among others. Our medical panel consists of physicians and other medical providers who have performed services and received compensation from us and our acquired businesses. For most of our services, IME physicians and other medical providers are engaged by us on an independent contractor basis, which is customary in the IME industry. Because most members of our IME medical panel are independent contractors, as opposed to employees, we do not withhold income or other employment related taxes, pay employment related taxes, provide workers’ compensation insurance, or directly assume any malpractice liability with respect to them. Utilization of members on our IME medical panel is heavily dependent on geographic location and certain specialties, including orthopedic, chiropractic, rehabilitation and neurology specialties. Importantly, our medical panel costs are variable, allowing us to effectively maintain and manage our operating margins. We have been able to attract and retain members of our own panel through our ability to fill schedules and offer a full range of administrative services. We also employ in-house recruiters who are responsible for the identification and recruitment of members of our medical panel, and members of our panel also serve as a source of referrals for other panel members.

Members of our medical panel must have extensive applicable experience, clinical backgrounds, active medical practices, and/or hold positions in a reputable medical or clinical facilities. To the extent applicable, we require our physicians and other medical providers to (i) be board certified, licensed or accredited practitioners of related and supporting medical specialties, (ii) have proof of medical malpractice insurance; (iii) pass background checks for disciplinary action; (iv) maintain offices that are well kept and clean; (v) submit to regularly scheduled site inspections to ensure that the highest standards of courtesy and professionalism are observed; and (vi) be available to testify when needed.

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The credentialing of physicians and other medical providers is a critical component of our ability to provide and maintain the integrity and quality of our services and compete effectively. All physicians and other medical providers on our panel must comply with requests for information and with our credentialing procedures. The process starts with each physician and other medical provider completing a comprehensive questionnaire that is reviewed carefully using primary source verification methods to verify his or her license status and other professional qualifications. Primary source verification involves a direct contact with the sources of licenses and qualifications to confirm that information provided to us about licenses and qualifications are legitimate and current. As we acquire businesses, we implement our credentialing policies and procedures to ensure that all of our acquired businesses operate on a consistent basis and in conformity with our procedures as quickly as reasonably possible after being acquired.

In addition, our quality management program provides oversight to, and ensures quality performance of IMEs by, our medical panel, through recruitment, credentialing, auditing, and ongoing education. Under the leadership of our Chief Medical Director and our compliance and network development directors, our quality management committee monitors and provides ongoing evaluation of all aspects of the IME process to ensure the consistent delivery of high quality IME services to our clients.

Technology Platform

Through our acquisition of IME Software Solutions in July 2009, we acquired IME*Centric, a leading platform software solution for the IME industry. We are able to customize specific software initiatives to meet our clients’ needs and to support our strategic objectives. With IME*Centric, we provide clients with access to our web portal and computing network that automates a host of tasks that can otherwise consume a significant amount of time for both our staff and our clients. Specific functions of our technology platform include central data collection, data privacy controls, elimination of cost centers, business continuity procedures, and data mining capabilities. We use real-time feedback from our clients to improve functionality and performance of our technology and processes and incorporate these improvements into our portfolio of services on a regular basis.

IME*Centric links our clients with our IME platform and medical panel and allows for the following functionality:

● online referrals and electronic record submission.

● automated forms generation.

● search and scheduling.

● review and comment on documents and physician reports.

● tracking and auditing.

The architecture of our IME*Centric technology platform is built in a Private Cloud Network. This platform consists of a fully virtualized, yet private, system, which allows us to maintain some of the most rigorous data protection and access controls in the industry.

In addition, through our acquisition of MES in February 2011, we acquired OMS, a robust proprietary software platform. The OMS software solution shares many of the features of IME*Centric and is fully deployed throughout all of MES’ service centers. To date, the IME*Centric software solution has been deployed in the majority of our other service centers. As we continue to run IME*Centric and OMS, our ownership of both solutions provides us with the flexibility to build a technology platform that combines the strengths of both systems.

The development and deployment of our technology platform is led by our Chief Information Officer and managed centrally by dedicated team leaders and other members of our information technology department. We plan to continue developing our technological capabilities nationally and internationally and enhancing the competitive advantages our technology platform provides.

Acquisitions

We have substantial experience in identifying, acquiring and integrating IME services businesses. Since our inception, we have acquired 50 IME services businesses and have a track record of successfully integrating acquired businesses into our operations. These acquisitions have enabled us to establish a presence in new markets, strengthen our position in existing markets and add new or complementary lines of business to our portfolio of services. Our management team executes our growth strategy by being involved in the process of identifying complementary acquisition opportunities in new and existing markets. Our management team is experienced, having collectively coordinated due diligence, negotiation and execution for all acquisitions to date.

We anticipate that we will continue to acquire companies in geographic regions in which we currently have a limited presence or that offer a complementary portfolio of services to those that we already provide, and would consider suitable acquisition candidates, characterized by several, if not all, of the following attributes:

● an experienced and talented management team prepared to make a commitment to executing our strategic business plan.

● specialization in certain services that may be beneficial to or complement our other companies.

● a demonstrated record of organic growth and profitability, or capability of achieving our minimum financial performance targets in the near term.

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Our process to source, execute and integrate acquisition targets has been successful to date, as we have been able to identify suitable targets efficiently and close the vast majority of transactions we initiated. Our acquisition process includes several key steps. During sourcing, we either identify potential targets directly or receive inbound requests from IME or IME-related businesses interested in joining ExamWorks. Our preliminary assessment consists of an evaluation of the target’s financial performance and fit with our business model and culture. If a proposal is considered, we formulate a suitable bid based on a critical assessment of the target’s historical and projected performance. We always aim to negotiate and complete purchase agreements as efficiently as possible. During the final stage of closing and integration, we strive to introduce concrete goals and objectives and implement professional management practices to ensure that the target’s culture and processes are consistent with those of ExamWorks.

ExamWorks Acquisitions

From our inception through the date of this filing, we have completed the following acquisitions:

Acquisition Date	Name
January 2, 2015	•	ReliableRS
August 22, 2014	•	Expert Medical Opinions
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	•	Newton Medical Group
January 13, 2014	•	Cheselden
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

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Geographic Information

The following tables detail revenues and long-lived assets by geographic segment:

Revenues:	For the years ended December 31,
	2012		2013		2014
United States	$	340,200	$	374,817	$	468,419
Canada		27,595		31,131		32,889
United Kingdom		131,278		143,418		189,755
Australia		22,164		66,650		84,552
Total	$	521,237	$	616,016	$	775,615

Long-lived assets: (1) (2)	December 31,
	2013		2014
United States	$	315,748	$	473,800
Canada		23,056		18,178
United Kingdom		100,796		96,635
Australia		72,979		73,721
Total	$	512,579	$	662,334

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

(2) 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. 

Sales and Marketing

We employ a direct sales force of approximately 165 representatives with in-depth knowledge of the IME industry. Given the experience of our sales team and the constant sharing of market data and other relevant information from each of our 65 service centers, we believe our sales force provides us with a competitive advantage. Our sales force promotes and sells our services to existing and new clients and seeks to expand the services we provide to our existing client base. We focus on both our clients who request IME services and the physicians and other medical providers who perform them.

Physician and other medical providers’ enrollment and retention are critical aspects of our sales strategy. It is important for us to have a large, motivated network of physicians and other medical providers who collectively offer diverse expertise and enable accelerated IME and review times. We recruit physicians and other medical providers through various channels, including med-legal conferences, referrals and continuing medical education seminars. Our ability to recruit physicians and other medical providers has been supported by the increasing prominence of our brands, both domestically and abroad.

Our marketing efforts focus on creating strong brand identities through industry trade shows, websites, print media and development of industry related seminars and continuing medical education opportunities. Our brand awareness in the IME industry has resulted in several companies proactively reaching out to us to join ExamWorks, and aided in our national account program. We have developed, and intend to continue to develop, local, regional, national and international marketing programs designed to create strong brand identities, emphasizing our wide geographic footprint, capabilities and technology platform.

Clients

Our clients include insurance companies, law firms, TPAs, government agencies and state funds. Our client base is diversified, with no client contributing more than 10% of total revenues in each of the years ended December 31, 2012, 2013 and 2014.

Competitive Landscape

Our competitors primarily consist of significantly smaller, local and regional companies in a fragmented landscape. In the U.S., we estimate that there are approximately 500 mainly private companies and thousands of independent physicians and medical providers that provide IME services. Small, local and regional providers often lack the scale and experience to provide multiple products across multiple service lines. Typically, these companies are able to provide just one product. We indirectly compete with local providers, HMOs and non-profit hospitals utilizing staff physicians, insurance companies employing in-house staff, and public companies providing services as a subset of a core line of business. In the U.S., Canada, the United Kingdom and Australia, IME providers compete on the basis of their geographic footprint, the strength of their client relationships, quality of reports, availability of qualified physicians and other medical providers, service offerings and, to a lesser extent, price. Increasingly, IME providers in all four countries also compete on the ability of their technology platforms to streamline the IME business processes of their clients.

The competitive landscapes in Canada, the United Kingdom and Australia have similar characteristics in that IME services are mainly provided by smaller companies and independent physicians. We estimate that there are in excess of 70 companies in Canada, 40 companies in the United Kingdom, and 30 companies in Australia that provide IME services. We believe there is an opportunity for an IME services company such as ExamWorks, with broad infrastructure and extensive experience, to grow and expand in these markets. Some of our competitors may have more significant historical relationships with clients in their geographic regions.

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Government Regulation

As a participant in the medical industry, our operations and relationships with our clients, physician contractors and other medical professionals are subject to a variety of government regulations. These laws and regulations are broad in scope and they are subject to evolving interpretations, which could require us to incur substantial costs associated with compliance and/or to alter one or more of our practices. We devote significant efforts to establish and maintain compliance with all regulatory requirements that we believe are applicable to our business and the services we offer. Specifically, but without limitation, the following laws and regulations may affect our operations and contractual relationships:

Government Regulation of Health Information

HIPAA. The Health Insurance Portability and Accountability Act of 1996, as amended (including by the Health Information Technology for Economic and Clinical Health Act (“HITECH”)), including the regulations issued and effective thereunder, which we collectively refer to as HIPAA, contains substantial restrictions and requirements with respect to the use and disclosure of individuals’ protected health information. HIPAA applies to covered entities, such as certain healthcare providers and health plans, as well as business associates that perform functions on behalf of or provide services to covered entities.

As a result of our dealings with clients, suppliers and contractors in the medical industry which may be considered covered entities under or otherwise subject to the requirements of HIPAA, we are, in some circumstances, considered a business associate under HIPAA. As a business associate, we are subject to the HIPAA requirements relating to the privacy and security of protected health information. Among other things, HIPAA requires business associates to (i) maintain physical, technical and administrative safeguards to prevent protected health information from misuse, (ii) report security incidents and other inappropriate uses or disclosures of the information, including to individuals and governmental authorities, and (iii) assist covered entities from which we obtain health information with certain of their duties under HIPAA.

On January 17, 2013, the Department of Health and Human Services (“HHS”) issued final regulations that modified and added provisions to HIPAA. These regulations became effective as of March 26, 2013, and required compliance by business associates by September 23, 2013.  Among other things, these regulations extended the applicability of the Privacy Rule and the Security Rule of HIPAA to business associates, expanded the definition of business associates to include subcontractors and revise breach notification requirements under HITECH by clarifying when information breaches must be reported to HHS.  We have policies and safeguards in place intended to protect health information as required by HIPAA and have processes in place to assist us in complying with applicable laws and regulations regarding the protection of this data and responding to any security incidents.

Other Laws. In addition to HIPAA, many other jurisdictions, including most U.S. states, have enacted confidentiality laws that protect against the unauthorized disclosure of confidential health information, and many U.S. states have adopted or are considering further legislation in this area, including privacy safeguards, security standards and data security breach notification requirements. Further state and local laws, if more stringent than federal requirements, may not be preempted by the federal requirements, and we must comply with them even though they may be subject to different interpretations by various courts and other governmental authorities. In addition, numerous other state and federal laws govern the collection, dissemination, use, accesses to, confidentiality and retention of health information.

False or Fraudulent Claim Laws

There are numerous federal and state laws that forbid submission of false information or the failure to disclose information in connection with the submission and payment of physician claims for reimbursement. In some cases, these laws also forbid abuse of existing systems for such submission and payment, for example, by systematic over treatment or duplicate billing of the same services to collect increased or duplicate payments.

In particular, in the U.S., the federal False Claims Act, or FCA, prohibits a person from knowingly presenting or causing to be presented a false or fraudulent claim for payment or approval by an officer, employee or agent of the U.S. In addition, the FCA prohibits a person from knowingly making, using, or causing to be made or used a false record or statement material to such a claim. The FCA’s “reverse false claim” provision also creates liability for persons who knowingly and improperly conceal the retention of an overpayment of government money. Violations of the FCA may result in treble damages, significant monetary penalties, and other collateral consequences including, potentially, exclusion from participation in federally funded health care programs. The scope and implications of the “Fraud Enforcement and Recovery Act” amendments have yet to be fully determined or adjudicated and as a result it is difficult to predict how future enforcement initiatives may impact our business.

In addition, under the Civil Monetary Penalty Act of 1981, the U.S. Department of Health and Human Services Office of Inspector General has the authority to impose administrative penalties and assessments against any person, including an organization or other entity, who, among other things, knowingly presents, or causes to be presented, to a state or federal government employee or agent certain false or otherwise improper claims.

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Laws and Licenses Relating to our Lines of Business

We are subject to various federal, state, local and international laws, rules and regulations relating to our industry and our specific lines of business, including, without limitation, workers’ compensation, auto-injury and insurance laws. These laws are wide-ranging in scope and effect and range from requiring that we register with a governmental agency to imposing specific limitations on how medical assessments must be scheduled and conducted and how payment must be collected.

In addition, in some jurisdictions, these laws require us to obtain and maintain licenses, certifications and/or accreditations in order to conduct business (as, for example, an independent review organization or utilization review agent). We are subject to periodic inspection by governmental and other authorities to assure continued compliance with the various standards necessary for licensing and accreditations. We are taking the steps that we believe are required to maintain or obtain all requisite licenses and certifications and to comply with these laws.

Laws Regarding Prohibition of Corporate Practice of Medicine and Fee Splitting Arrangements

The practice of most healthcare professions requires appropriate licensing under applicable U.S. state law. Some states prohibit general business entities, such as we are, from practicing medicine, controlling physicians’ medical decisions and engaging in some practices such as fee-splitting. Among other things, we currently contract with physicians to facilitate provision of IMEs in all 50 U.S. states. Although we are not in the business of providing healthcare or practicing medicine, and believe that we have structured our operations appropriately, we could be alleged or found to be in violation of some or all of these laws. If a state determines that some portion of our business violates these laws, it may seek to have us discontinue those portions or subject us to penalties, fines, certain license requirements or other measures. Any determination that we have acted improperly in this regard may result in liability to us. Even an unsuccessful challenge by regulatory authorities or others of our practices could result in adverse publicity and be costly to respond to.

Healthcare Reform Law

On March 23, 2010, the U.S. healthcare reform bill passed into law as the Patient Protection and Affordable Care Act as amended by the Healthcare and Education Reconciliation Act (together, “PPACA”). This law and related measures call for increased scrutiny of, and impose requirements on, physicians, employer plans and insurance companies, and their third party contractors; while we are not in the business of providing healthcare, to the extent we contract with these parties, these reforms may affect our business.  For example, PPACA now requires claims made under certain self-insured plans to be reviewed in accordance with certain appeal and external review processes, which has resulted in a need for PPACA peer review services. Many of the provisions of PPACA are either still being implemented or interpreted. As a result, we cannot yet predict the full effect of PPACA and related measures; however, at this time we do not believe that these reforms will have a significant negative impact on our business.

Foreign Government Regulations and Regulation of Foreign Operations

In General. Our operations in Australia, Canada and the U.K. are subject to a variety of federal, regional and local regulations, including those related to privacy, security and employment, and those relating to our various lines of business.  In addition, doing business on a worldwide basis requires us to comply with the laws and regulations of the U.S. government and various international jurisdictions which may apply both inside and outside of the jurisdictions enacting them. These regulations may place restrictions on our operations, trade practices and partners and investment decisions. In particular, our operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act (“FCPA”) and the Bribery Act, as described below. The FCPA prohibits us from providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business. As part of our business, we may directly or indirectly provide services to state-owned business enterprises, the employees of which may be considered foreign officials for purposes of the FCPA.  Violations of these regulations are punishable by civil penalties, including fines, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment.

Australia. In Australia the federal Privacy Act 1988 (Cth) establishes and regulates a national scheme for the collection, use and disclosure of personal data by organizations, which includes private organizations that provide services in the health services sector.  This is the primary point of regulation regarding the disclosure of personal information and the protection of information held by our Australian businesses.

Canada. The Personal Information Protection and Electronic Documents Act (“PIPEDA”) is federal legislation that applies to federally regulated private sector organizations, including organizations in the transportation, communications, broadcasting and banking sectors, and to provincially regulated private sector organizations in provinces that have not enacted “substantially similar” legislation. PIPEDA applies to personal information which is collected, used or disclosed in the course of commercial activity that takes place across the Canadian border, between provinces, or within a Canadian province that has not enacted substantially similar legislation, and among other things, imposes consent obligations on the collection, use or disclosure of information, and requires that collected information be protected with reasonable privacy and security measures.  The province of British Columbia and Alberta have enacted the British Columbia Personal Information Protection Act and the Alberta Personal Information Protection Act, respectively.  In these provinces, the provincial legislation, which has been declared “substantially similar” to PIPEDA, applies to the use of personal information by private sector organizations in place of PIPEDA. In certain circumstances and provinces, additional provincial legislation may apply in addition to, or in the place of PIPEDA. Physicians and other persons providing services to us may also be subject to other provincial laws governing health information that is transmitted to us in connection with these services.

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In Ontario, the conduct of IMEs and the preparation of reports in connection with motor vehicle accident claims is governed by the Statutory Accident Benefit Schedule (“SABS”) set forth in regulations promulgated under the Insurance Act (Ontario). Under the SABS, insurers are generally required to pay for all reasonable and necessary expenses incurred by or on behalf of an insured person for the purpose of obtaining and attending an IME or in obtaining a certificate, report or treatment plan. Amendments to the SABS that went into effect on September 1, 2010, implemented several changes relevant to our business. First, the SABS no longer requires insurance companies to first obtain medical assessments before denying claims and/or classifying them as minor injury claims, but clarify that all such denials and/or determinations must state a medical and any other reasons. In addition, the SABS now requires that all fees and expenses for conducting IMEs initiated by the claimant be paid out of the claimant’s medical and rehabilitation benefits. Since these changes have gone into effect, they have resulted in a decrease in demand for IMEs in Ontario, which has negatively impacted our Canadian business. At this time, we believe that the Ontario IME industry has absorbed most of the impact from the legislation and the market has largely stabilized.

United Kingdom. In the United Kingdom, the collection and use of personal data is principally governed by the Data Protection Act 1998 (the “Data Protection Act”). The Data Protection Act applies to the “processing” of “personal data”, with both of these terms being widely defined. Consequently, virtually every business operating in the United Kingdom holding information about employees, customers or anyone else is required to comply with the Data Protection Act which is administered and enforced by the Information Commissioner.  Subject to some limited exceptions, the Data Protection Act requires those subject to it to notify the Information Commissioner prior to commencing the processing of information. Notifications need to include specific information including: (i) the processor’s name, (ii) a description of the personal information being processed, (iii) the reasons the information needs to be processed, (iv) security measures in place relating to the information and (v) details about whom the information is processed by.

The Data Protection Act also imposes obligations on those processing personal data including: (i) a right for the individual to inspect their personal data, (ii) restrictions on the transfer of data outside the European Economic Area without adequate safeguards, (iii) a need to have in place appropriate security measures to safeguard the personal data, (iv) a requirement that the data held is not excessive in relation to the purpose for holding the information and (v) an obligation not to retain data longer than necessary. A breach of data protection legislation can result in civil and criminal sanctions as well as the risk of adverse publicity.  The European Union is also considering privacy legislation which, if passed, may require us to comply with requirements which are more stringent than the Data Protection Act.

The Bribery Act 2012 (the “Bribery Act”) came into force in the United Kingdom in 2011, and it applies to both individuals and companies.  The Bribery Act makes it a criminal offense to give or receive a bribe, and it is also a corporate offense if a company fails to prevent bribery.  Non-U.K. companies are covered by the Bribery Act provided that they have some operations in the United Kingdom and could be prosecuted by the Serious Fraud Office in the United Kingdom.  A company will not be liable under the Bribery Act, however, if it can demonstrate that it had adequate procedures in place to prevent bribery.  Accordingly, we have implemented anti-bribery policies and procedures and have undertaken anti-bribery training with applicable staff throughout our U.K. operations.

In May 2012, the United Kingdom passed the Legal Aid, Sentencing and Punishment of Offenders Act 2012 (“LASPO”).   LASPO imposed requirements and restrictions regarding personal injury and automobile insurance claims and the legal processes and procedures around them. While LAPSO does not regulate us directly, the legislation imposes restrictions on solicitor firms, claims management companies and other entities with which we do business, which could consequently affect our operations within the United Kingdom. To date, we have not experienced any significant changes in the manner in which our clients undertake business relations with us as a result of LASPO.

In October 2014, the United Kingdom government made changes to the Civil Procedure Rules (which govern civil litigation in England and Wales) (“CPR”). These changes introduced fixed fees for medical reports used in personal injury claims where the claimant is the occupant of a motor vehicle and the significant injury suffered by the claimant is a soft tissue injury (“Fixed Fee Report”). The fees chargeable by us following the introduction of the new fixed fee regime in respect of the relevant medical reports are lower than those that had been customarily charged by us prior to October 2014. It is expected that, in April 2015, the United Kingdom government will make additional changes to the CPR resulting in solicitors being required to source Fixed Fee Reports from a portal to be known as “Medco”, operated on behalf of the Ministry of Justice. At this time, we do not know how Medco will propose medical experts or medical reporting agencies to solicitors in order for them to seek a medical report and, accordingly, we cannot yet predict the full effect of the changes to the CPR and the introduction of the Medco portal, and whether this will have an effect on, or present additional opportunities for, our business.

Intellectual Property

Our success and ability to compete depend in part on our ability to protect our intellectual property rights. We rely on a combination of copyright, trademark, trade secret and other related laws and confidentiality procedures and contractual provisions to protect, maintain and enforce our proprietary technology and intellectual property rights. Our two main intellectual properties are the registered trademark of “ExamWorks” and our ExamWorks domain name. We also own the copyright to the IME*Centric software as well as the trademarks and service marks for the names of our acquired businesses and their domain names. With our acquisition of MES in 2011, we acquired the copyright to the MES OMS software as well as the registered trademark of “MES Solutions”. We own no patents.  In the U.S. and many foreign jurisdictions, trademark protection can potentially be perpetual, provided the relevant mark is still used in commerce and all applicable fees are paid. Likewise, domain names typically can be renewed perpetually upon the payment of applicable registrar and renewal fees. Copyrights have a limited duration, but such duration, in the U.S. for works made for hire, is 95 years from publication or 120 years from creation, whichever is earlier. As such, almost all copyrightable works are protected beyond their useful life. In the case of IME*Centric, the copyright is protected for approximately 70 years. All of our trademarks are currently used in commerce and we have paid all applicable trademark, domain name and copyright fees.

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Despite our efforts to protect our proprietary technology and intellectual property rights, we may fail to adequately protect our copyright, trademark or trade secret rights, while trademark, copyright, and trade secret protection may be unavailable or limited in some countries or may expire or provide us commercial advantage for only a limited period of time. Furthermore, third parties may use our proprietary technology and intellectual property rights without our consent. As such, it is possible we will not be able to protect, maintain, or enforce our proprietary technology and intellectual property rights.

Employees

As of February 20, 2015, we had approximately 2,800 employees, approximately 2,500 of whom were full-time employees. None of our employees are represented by a union or collective bargaining agreement. We believe our relationship with our employees to be positive, which is a key component of our operating strategy. 

Our employees are required to participate in various training sessions each year. Our ongoing training and executive learning programs are modeled after the practices of companies that we believe have reputations for service excellence.

Independent Contractors

We also have a medical panel consisting of credentialed physicians and other medical providers. Our member panel costs are variable, as members of our medical panel are mostly independent contractors, allowing us to effectively maintain and manage our operating margins.

Corporate Information

Our executive offices are located at 3280 Peachtree Road, N.E., Suite 2625, Atlanta, GA 30305 and our telephone number at this location is (404) 952-2400.

Our website is www.examworks.com.  Our annual reports on Form 10-K, including this Form 10-K, as well as our quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports are available, free of charge, on our website.  These reports are available as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (“SEC”).  Information included or referred to on, or otherwise accessible through, our website is not intended to form a part of or be incorporated by reference into this report.

Item 1A. Risk Factors

Our operations and financial results are subject to various risks and uncertainties, including without limitation those described below, that could materially and adversely affect our business, financial condition, results of operations, performance and the trading price of our common stock. You should carefully consider the following risks as well as the other information included in this Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this Form 10-K.

We have a relatively limited history and may not be able to achieve financial or operational success.

We are a relatively new company with an approximate seven-year history. Our operations are subject to all risks inherent in the establishment of a recently formed business. Our success may be limited by problems, fluctuations in expenses, difficulties and delays frequently encountered with new businesses as well as competition in the IME industry. While we have been able to generate revenues, we may not be able to increase the amount of revenues we generate, and we may continue to incur net losses as we continue to grow. Any evaluation of our business and our prospects must be considered in light of these factors and the risks and uncertainties often encountered by companies in our state of development. Further, we may not be able to successfully implement any of our plans in a timely or effective manner which would negatively impact our ability to generate or increase revenues as well as our results of operations and financial condition.

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We may be unable to successfully integrate completed acquisitions and such acquisitions may fail to achieve the financial results we expected.

Since July 2008, we have acquired 50 IME services businesses. These acquisitions have involved, and could continue to involve, the integration of a separate company that previously operated independently and had different systems, processes and cultures, into our existing operations. While we expect to continue to evaluate potential strategic acquisitions that might augment our existing services, we may be unable to successfully integrate businesses we acquire, including our recently completed acquisitions, and such acquisitions may fail to achieve the financial results we expected. Integrating completed acquisitions into our existing operations, particularly larger acquisitions, involves numerous risks, including loss of clients, diversion of our management’s attention, failure to retain key personnel, and failure of the acquired business to be financially successful. In addition, we cannot be certain of the extent of any unknown or contingent liabilities of any acquired business, including liabilities for failure to comply with applicable laws. We may incur material liabilities for past activities of acquired businesses. Also, depending on the location of the acquired business, we may be required to comply with laws and regulations that may differ from those of the jurisdictions in which our operations are currently conducted. Our inability to successfully integrate businesses we acquire, or if such businesses do not achieve the financial results we expect, may increase our costs and have a material adverse impact on our financial condition and results of operations.

We may not be successful in implementing our growth strategy, including acquiring companies that complement our business, which would adversely impact our growth and profitability.

Our growth strategy is, in part, dependent on acquiring and integrating the operations of companies in the IME industry. Since our inception, we have acquired 50 IME services businesses, including a provider of software solutions to the IME industry. To continue this strategic growth, we will need to continue to identify appropriate businesses to acquire and successfully undertake the acquisition of these businesses on reasonable terms. Although we expect to continue to evaluate acquisitions, we may not be successful in pursuing acquisition opportunities and implementing our growth strategy if, without limitation:

●  suitable acquisition candidates are not available;

●  acquisitions cannot be completed on reasonable terms;

●  we inherit or assume significant liabilities relating to acquired entities or businesses, including liabilities for failure to comply with applicable laws; or

●  we are unable to raise the funds necessary to make acquisitions.

In addition, we may compete for acquisitions with other potential acquirers, some of which may have greater financial or operational resources than we do. If we are not successful in finding attractive acquisition candidates that we can acquire on satisfactory terms, or if we cannot complete those acquisitions that we identify, we will not be able to realize the benefit of this part of our growth strategy which could harm our future profitability.

If we finance acquisitions by issuing equity securities or securities convertible into equity securities, our existing stockholders will be diluted. If we finance an acquisition with debt, it will result in higher leverage and interest costs. As a result, if we fail to evaluate and execute acquisitions properly, we might not achieve the anticipated benefits of these acquisitions, and we may increase our acquisition costs.

The terms of certain of our acquisitions have included, and may in the future include, earnout provisions or the issuance of indebtedness to the seller. Such earnout provisions may require us to make additional payments in cash which would reduce the amount of cash available to us or could cause us to incur additional indebtedness or cause us to issue additional shares resulting in an increase in the number of our outstanding shares. In addition, these arrangements may make it more difficult to consummate such acquisitions and can sometimes complicate integration efforts.

Our international expansion and operations in foreign markets expose us to risks associated with international sales and operations.

We have significant operations in select foreign markets. Managing a global organization is difficult, time consuming, and expensive. Conducting international operations subjects us to risks that could be different than those faced by us in the United States. These risks include: lack of familiarity with and unexpected changes in foreign regulatory requirements; longer accounts receivable payment cycles and difficulties in collecting accounts receivable; difficulties in managing and staffing international operations; fluctuations in currency exchange rates; potentially adverse tax consequences, including foreign value added tax systems, and restrictions on the repatriation of earnings; the burdens of complying with a wide variety of foreign laws and legal standards; increased financial accounting and reporting burdens and complexities; and political, social, and economic instability abroad. Operating in international markets also requires significant management attention and financial resources. The investment and additional resources required to operate and manage growth in other countries may not produce desired levels of revenue or profitability.

New lines of business or new products and services may subject us to additional risks.

From time to time, we may implement or may acquire new lines of business or offer new products and services within existing lines of business. There are risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed or are evolving. In developing and marketing new lines of business and new products and services, we may invest significant time and resources. External factors, such as regulatory compliance obligations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, results of operations and financial condition.

We are sensitive to regional weather conditions that may adversely affect our operations.

Our operations are directly affected in the short-term by the weather conditions in certain of our regions of operation. Therefore our business is sensitive to the weather conditions of these regions. Unusually inclement weather, including significant rain, snow, sleet, freezing rain or ice can temporarily affect our operations if clients are forced to close operational centers, and physicians and claimants are unable to travel to their appointments. Accordingly, our operating results may vary from quarter to quarter, depending on the impact of these weather conditions.

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Natural and other disasters may adversely affect our business.

We may be vulnerable to damage from severe weather conditions or natural disasters, including hurricanes, fires, floods, earthquakes, power loss, communications failures and similar events, including the effects of war or acts of terrorism.  If a disaster were to occur, our ability to operate our business could be seriously or completely impaired or destroyed. The insurance we maintain may not be adequate to cover our losses resulting from disasters or other business interruptions.

We may need additional capital to fund our operations and finance our growth, and we may not be able to secure such capital on terms acceptable to us, or at all.

In order for us to grow and successfully execute our business plan, we may require additional financing which may not be available or may not be available on acceptable terms. If such financing is available, it may dilute the existing stockholders’ ownership interests in the Company. Failure to obtain financing may have a material adverse effect on our financial position and may cause you to lose your entire investment in the Company. In addition, if we are unable to secure additional financing on acceptable terms or at all, it will impact our ability to consummate acquisitions.

Our industry is regulated at the federal, state and local levels and government authorities may determine that we have failed to comply with applicable laws and regulations.

As a company involved in the provision of IME services, we are subject to certain federal, state and local laws and regulations. There are significant costs involved in complying with these laws and regulations. Moreover, if we are found to have violated any applicable laws and regulations, we could be subject to civil and/or criminal damages, fines, sanctions, or penalties and have our licenses revoked. If our arrangements or business practices become subject to government scrutiny or are found to violate laws or regulations, we could incur significant costs and may be required to modify certain aspects of our operations. Government audits, investigations and prosecutions, even if we ultimately are found to be without fault, can be costly and disruptive to our business and could result in the loss of clients. Any of these actions could have a material adverse effect on our business, financial condition and results of operations.

Our international operations require us to comply with applicable U.S. and international laws and regulations.

 Doing business on a worldwide basis requires us to comply with the laws and regulations of the U.S. government and various international jurisdictions. These regulations may place restrictions on our operations, trade practices and partners and investment decisions. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the FCPA and Bribery Act. Violations of these regulations are punishable by civil penalties, including fines, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment. We have established policies and procedures designed to assist us and our personnel and contractors with compliance with applicable U.S. and international laws and regulations. However, there can be no assurance that our policies and procedures will effectively prevent the company and each of our personnel and contractors from violating these regulations in every transaction in which we or they may engage, and such a violation could adversely affect our reputation, business, financial condition, results of operations and cash flows.

Unintended consequences of health reform legislation in the U.S. may adversely affect our business.

The healthcare industry is undergoing fundamental changes resulting from political, economic and regulatory influences. In the U.S., comprehensive programs under PPACA being implemented that seek to, among other things, increase access to healthcare for the uninsured and control the escalation of healthcare expenditures within the economy. While we do not believe the PPACA has had or will have a direct negative impact on our business, the legislation is still in the early stages of implementation and may have unintended consequences or indirectly impact our business. Also, in some instances our clients are health insurers that will be subject to limitations on their administrative expenses and new federal review of “unreasonable” rate increases which could impact the prices they are willing to pay for our services. If the legislation or related regulations cause such unintended consequences or indirect impact, it could have a material adverse effect on our business, financial condition and results of operations.

Changes in government regulations could increase our costs of operations and/or reduce the demand for our services, which would negatively impact our growth and profitability.

Governmental bodies in any of the regions in which we operate may review and consider legislation that may impact our business and our industry. Secondly, state, provincial and local administrative regulatory bodies may enact new regulations or interpret existing rules and regulations in a way that impacts our business and industry. If new laws, rules or regulations are implemented or changes are made to existing laws or regulations impacting the IME industry, we may be required to incur additional costs or make changes to our services which could have a material adverse impact on our financial condition and results of operations.

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In addition, the confidentiality and security of patient records and the circumstances under which such information may be used or released are subject to substantial regulation by state and federal laws and regulations. The administrative simplification provisions of HIPAA and other regulations governing privacy, security, and electronic health data transmissions, are evolving rapidly through regulation and are often unclear and difficult to apply. If we violate HIPAA, or other applicable state, federal or local laws or regulations, we could be subject to fines and penalties. Further, final or new regulations may require costly system purchases or additional modifications to our policies and procedures, which could have a material adverse impact on our financial condition and results of operations.

Changes in laws, at either the national,  state, or local level, making it more difficult to bring certain kinds of cases or that limit jury awards, commonly referred to as tort reform, could decrease the demand for our services.

Changes in laws, at either the national or state level, making it more difficult to bring certain kinds of cases or that limit jury awards, commonly referred to as tort reform, could lead to a smaller number of insurance or other claims, which in turn could result in a decrease in demand for services we provide. Such a decrease in demand for our services could have a material adverse impact on our financial condition and results of operations.

We may not be able to maintain or expand our accreditation, which may adversely affect our ability to market our services.

Certain of our subsidiaries and divisions are accredited by third-party accreditation bodies. However, we may not be able to maintain or expand our accreditation which may adversely impact our ability to competitively market our services. The costs of initial accreditation and maintenance of accreditation may exceed our expectations, and the benefits of accreditation may be outweighed by the related costs.

If we cannot update and maintain our information technology platform so that we can meet critical client requirements, the competitiveness of our business will suffer.

Our information technology platform is critical to our competitive position and success. If we are unable, for technological or other reasons, to develop and introduce new software solutions or enhance our existing ones in a cost-effective and timely manner and to respond to changing market conditions or client requirements, our business, results of operations and financial conditions may be adversely affected.

We rely on a combination of internal development and strategic relationships to develop our infrastructure platform and software solutions. Our information technology platform is built in a Private Cloud Network. Our development and implementation of new generation software solutions and an information technology infrastructure may take longer than originally expected and require the acquisition of additional personnel and other resources, which may adversely affect our business, results of operations and financial condition.   We devote significant resources to protecting our information and updating our software and systems. Expenses associated with these steps could increase costs. Also, any inability to deploy our technology platform through our entire organization could cause us to operate different platforms, slow integration efforts and increase costs.

Failures of, interruptions of, or a breach in security relating to, our information systems could adversely affect us.

Any system failure that causes an interruption in service or availability of our information technology infrastructure could adversely affect our operations. Even though we have implemented network security measures, our servers may be vulnerable to computer viruses, cyber-attacks, break-ins and similar disruptions from unauthorized tampering. In addition, certain of our services are based upon the collection, distribution and protection of sensitive private data. Unauthorized users might access that data, and human error or technological failures might cause the wrongful dissemination of that data. The occurrence of any of the events described above could result in interruptions, delays, the loss or corruption of data, cessations in the availability of systems or liability under privacy laws or contracts, each of which could have a material adverse effect on our financial position and results of operations.

Our intellectual property rights are valuable, and if we are unable to protect them or are subject to intellectual property rights claims, our business may be harmed.

Our intellectual property rights include certain trademarks, copyrights and trade secrets, which are important assets for our business. Although we take precautions to protect our intellectual property rights, these efforts may not be sufficient or effective. In addition, various events outside of our control pose a threat to our intellectual property rights as well as to our business. For example, we may be subject to third-party intellectual property rights claims. Regardless of the merits of the claims, any intellectual property claims could be time-consuming and expensive to litigate or settle. In addition, if any claims against us are successful, we may have to pay substantial monetary damages or discontinue any of our practices that are found to be in violation of another party’s rights. We may also have to seek a license to continue such practices, which may significantly increase our operating expenses or may not be available to us at all. Any significant impairment of our intellectual property rights could harm our business or our ability to compete.

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Our operations and reputation may be harmed if we do not adequately secure information.

Federal and state laws regulate the disclosure of certain medical test results and other nonpublic medical-related personal information. If we do not adequately safeguard such information and it were to become available to persons or entities that should not have access to it, our business could be impaired, our reputation could suffer and we could be subject to fines, penalties and litigation. In addition, any incidents with respect to the handling of such information could involve us in litigation or indemnification claims with members of our medical panel, our clients or other parties. Although we have implemented security measures to protect confidential information, our infrastructure is vulnerable to computer viruses, break-ins and similar disruptive problems caused by our clients or others, which could potentially jeopardize the security of confidential information stored physically at our locations or electronically in our computer systems. Such an event could damage our reputation, cause us to lose existing clients and deter potential clients, as well as expose us to liability to parties whose security or privacy has been infringed. Moreover, if we do not protect the confidentiality of private information in accordance with applicable laws, we could face significant civil or criminal sanctions. The occurrence of any of the foregoing events could adversely impact our business.

Competition in the IME industry could result in a reduction in our revenues and earnings and adversely affect our financial condition.

The IME industry is highly fragmented and competitive. Our primary competitors in the IME industry include companies and individual physicians that specialize in one or more services similar to those offered by us on a local or regional basis as well as insurance companies and other organizations which have established an in-house capability of performing such services. It is also possible that our clients may establish the in-house capability of performing certain services offered by us or decide to continue to use any of our numerous small local or regional competitors to service their needs. We also compete with national, regional and local firms specializing in case management, medical records reviews and other services we provide. It is possible that now or in the future some of our competitors could have greater financial and market resources than us. Competition from existing competitors or new entrants to our key markets could cause us to lose clients, prevent price increases for our services or could require price reductions for our services, which would adversely affect our results of operations.

If we are unable to attract and retain qualified physicians and other medical providers to perform IME services on our behalf, our financial condition may suffer.

Our performance and future success depends on the talents and efforts of the physicians and other medical providers on our medical panel who perform the IME services on our behalf and on our ability to maintain good relations with those physicians and other medical providers. If we do not succeed in attracting qualified physicians and other medical providers, or retaining or motivating physicians or other medical providers, our performance may suffer and we may be unable to grow our business effectively. Further, we may be required to enhance compensation in order to recruit and retain physicians and other medical providers. As a result, our medical panel costs could increase and we may not be able to raise rates to offset these increased costs, which could have a material adverse effect on our results of operations.

Our clients may terminate their relationships with us or reduce the fees they pay us, which may have a negative impact on our business.

Our operations depend upon our relationships with our clients. Our clients are primarily insurance companies, law firms, TPAs, government agencies and state funds. We do not have formal written agreements with many of our clients and to the extent we do, such agreements do not generally restrict our clients from terminating or deciding not to renew our contracts. If clients attempt to introduce unfavorable terms or limit the services and products we provide them, our revenues could be negatively impacted. In addition, the termination of business by any of our clients, particularly our national account clients, could have a material adverse effect on our operations. There is no guarantee that we will be able to grow or retain our existing clients, particularly after acquisitions, or develop relationships with new clients, particularly national account clients.

We may be subject to possible litigation and legal liability, which could adversely affect our business or results of operations.

Through the medical certifications of our medical panel, we make recommendations concerning the appropriateness of providers’ medical treatment plans of patients throughout the U.S., Canada, the United Kingdom and Australia, and could share in potential liabilities for adverse medical consequences if the medical provider negligently provides its services or we and/or the medical provider are alleged to have inappropriately failed to certify a condition requiring care or treatment plans. We do not grant or deny claims for payment of benefits and we do not believe that we engage in the practice of medicine or the delivery of medical services. However, we may be or become subject to claims or litigation related to the grant or denial of claims for payment of benefits or allegations that we engage in the practice of medicine or the delivery of medical services. We credential our medical panel in a variety of ways, including utilizing a reputable contractor in many cases. If such credentialing is not carried out appropriately or if we do not re-credential at appropriate intervals to identify changes in licensure or other status, we may become subject to claims or litigation. Our clients might also allege that we negligently failed to detect provider fraud. Further, in performing our services, we or the medical provider may provide services that rely on the interpretation of reports or data prepared or gathered by third parties. If such information is not properly prepared or gathered, or is not accurate or complete, we may become subject to claims or litigation. In addition, we may become subject to other litigation that may adversely affect our business or results of operations. We maintain professional liability and other insurance as we believe are reasonable in light of our experience to date. However, such insurance may not be sufficient or available in the future at a reasonable cost to protect us from liability, which might adversely affect our business or results of operations.

If we lose our key management personnel or if we are unable to attract, hire, integrate and retain key personnel and other necessary employees, our business would be harmed.

We are dependent on our executive officers and other key personnel and those of the acquired companies, the loss of one or more of whom could materially and adversely affect us. Some of these personnel are new to the industry and some have been part of target companies for many years but may not have experience managing a larger company and integrating the separate operations of newly acquired entities. Currently, we do not have employment agreements with any of our executive officers. Our success will depend in large part on our ability to attract and retain talented and qualified employees as well as our executive officers. We may not be able to retain our executive officers and key employees or attract, assimilate and retain other qualified personnel in the future.

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The terms of our indebtedness could restrict our operations, particularly our ability to respond to changes in our business or to take specified actions.

Our existing credit facility and the indenture governing our senior unsecured notes (the “Indenture”) contain, and any future indebtedness would likely contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to take actions that may be in our best interests.

The credit facility and the Indenture include covenants, including requirements that:

●  restrict our ability to pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments;

●  limit our ability to make certain investments or sell or transfer assets;

●  limit our ability to incur additional debt;

●  restrict our ability to create certain liens; and

●  restrict our ability to consolidate, merge, sell or otherwise dispose of our properties or assets.

The credit facility and the Indenture also include covenants which may require that we obtain consent from our lenders or noteholders with respect to acquisitions. Further, the credit facility requires that we grant security interests in newly-acquired companies; and that we do not impair our lenders’ security interest in our assets.

A breach of any of these covenants could result in a default under the credit facility and/or the Indenture. Upon the occurrence of an event of default, our lenders or noteholders could elect to declare all amounts outstanding to be immediately due and payable and our lenders could terminate all commitments to extend further credit. In addition, if we were unable to repay those amounts, the lenders under the credit facility could proceed against the collateral granted to them to secure such indebtedness. We have pledged all of our assets and personal property as collateral under the credit facility. If any of the lenders accelerate the repayment of borrowings, we may not have sufficient funds to repay our existing debt.

Our ability to comply with these provisions may be affected by general economic conditions, industry conditions and other events beyond our control. As a result, we may not be able to comply with these covenants. Our failure to comply with the covenants contained in our credit facility or the Indenture, including failure as a result of events beyond our control, could result in an event of default, which could materially and adversely affect our operating results and our financial condition.

We may be able to incur substantially more debt, which could further exacerbate the risks we face.

We and our subsidiaries have the ability to incur additional indebtedness in the future, subject to the restrictions contained in our credit facility and the Indenture. If we amend the credit facility and/or the Indenture to increase the level of our indebtedness or if we enter into new facilities to incur more debt, we may be faced with additional risks and restrictions on our operations, including the following:

●  an increase in our vulnerability to downturns or adverse changes in general economic, industry or competitive conditions and adverse changes in government regulations;

●  a requirement to dedicate a substantial portion of cash flow from operations to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

●  a limit on our ability to make strategic acquisitions;

●  a limit on our ability to obtain additional financing for working capital, capital expenditures, debt service requirements and general corporate or other purposes; and

●  a limit on our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged.

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The market price of our common stock may be volatile, which could cause the value of our common stock to decline.

The market price of our common stock may be volatile due to a number of factors including, without limitation, those listed in “Risk Factors” and the following, many of which are beyond our control:

●  quarterly variations in our results of operations;

●  results of operations that vary from the expectations of securities analysts and investors;

●  the failure of securities analysts to publish research about us or to make changes in their financial estimates;

●  results of operations that vary from those of our competitors;

●  changes in expectations as to our future financial performance and growth, including financial estimates by securities analysts and investors;

●  announcements by us, our competitors or our vendors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;

●  announcements by third parties or governmental entities of significant claims or proceedings against us;

●  new laws and governmental regulations applicable to the IME industry;

●  a default under agreements covering our existing or future indebtedness;

●  changes in currency exchange rates;

●  future sales of our common stock by us, directors, executives and significant stockholders; and

●  changes in economic and political conditions

Furthermore, from time to time the stock market experiences extreme volatility that particularly affects the market price of the stock of many smaller companies and that, in some cases, is unrelated or disproportionate to the operating performance of these companies. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. Further, securities class action suits have been filed against companies following periods of market volatility in the price of their securities. If such an action is instituted against us, we may incur substantial costs and diversion of management attention and resources, which would seriously harm our business, financial condition and results of operations, regardless of the outcome of such litigation.

Evolving regulation of corporate governance and public disclosure may result in additional expenses and continuing uncertainty.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act, new SEC regulations, the Dodd–Frank Wall Street Reform and Consumer Protection Act and New York Stock Exchange rules are creating uncertainty for public companies. We continually evaluate and monitor developments with respect to new and proposed rules and cannot predict or estimate the amount of the additional costs we may incur or the timing of such costs. These new or changed laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We are committed to maintaining high standards of corporate governance and public disclosure. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and we may be harmed.

Failure to maintain effective internal controls could have a material adverse effect on our business and stock price.

As a public company, we have significant requirements for financial reporting and internal controls. The process of maintaining and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our financial statements and harm our operating results. In addition, we are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting every fiscal year. Each assessment includes a disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our auditors have issued an attestation report on effectiveness of our internal controls. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. We may not be able to conclude in the future that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act or our independent registered public accounting firm may not issue an unqualified report. If either we are unable to conclude in the future that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified report, investors could lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

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 Future sales of shares by existing stockholders or the possibility or perception of such future sales could cause our stock price to decline.

Sales of a substantial number of shares of common stock in the public market, or the perception that these sales could occur, could substantially decrease the market price of our common stock. If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market, the trading price of our common stock could decline. Substantially all of the shares of our common stock are eligible for sale in the public market.

The exercise of options or other equity awards or the issuance and/or payout of additional equity will result in dilution to our stockholders.

Under the Company’s Amended and Restated 2008 Stock Incentive Plan, as amended, the Company granted, and in the future intends to grant, awards of stock options to purchase common stock and other awards to our officers, directors, employees and consultants. As of February 20, 2015, approximately 4.6 million shares of our common stock were subject to issuance upon exercise of outstanding stock options, approximately 850,000 shares were subject to vesting and payout under outstanding restricted stock units, and approximately 399,000 shares were subject to vesting and payout under outstanding restricted share awards. Also, as of February 20, 2015, approximately 15,000 shares of our common stock were subject to issuance upon exercise of outstanding warrants.

Our stockholders’ ownership interest will be diluted by the exercise of any of these outstanding stock options, restricted stock units or warrants.

We will in the future grant stock options and other awards to certain current or future officers, directors, employees and consultants of the Company under additional plans or individual agreements. The grant and exercise of these awards, as applicable, will have the effect of diluting our stockholders’ ownership interests in the Company.

Further, we may need to raise additional funds in the future to finance our operations and/or acquire complementary businesses. If we obtain capital in future offerings, the value of the price per share of our stockholders’ common stock could be reduced. In addition, if we issue additional equity securities in a future offering and certain stockholders do not participate in such offering, there will effectively be dilution in their percentage ownership interest in the Company.

We may also issue additional equity securities in connection with other types of transactions, including shares issued as part of the purchase price for acquisitions of assets or other companies from time to time, in connection with strategic partnerships or joint ventures, or as incentives to management or other providers of resources to the Company. Such additional issuances are likely to have the same dilutive effect.

We do not currently intend to pay cash dividends on our common stock for the foreseeable future and our credit facility and Indenture restrict our ability to pay such cash dividends.

To date, the Company has not paid any dividends on its capital stock. The Company does not anticipate making any cash dividends or other distributions to the stockholders in the immediate or foreseeable future, and any future decision to make such distributions will be at the discretion of the Board of Directors of the Company, referred to herein as the “Board of Directors” or the “Board” and, in any event, will be dependent upon the Company’s financial condition, results of operations, capital requirements, contractual restrictions and such other factors as the Board of Directors deems relevant. Further, our existing credit facility and the Indenture restrict our ability to pay cash dividends, and any future financing agreements may also restrict our ability to pay any type of dividends. As a result, you may not receive any return on an investment in your shares of common stock unless you sell such shares for a price greater than that which you paid. In addition, to the extent we do not pay dividends, our common stock may be less valuable because a return on investment will only occur if and to the extent our stock price appreciates.

Your ability to influence corporate matters may be limited because a small number of stockholders beneficially own a substantial amount of our common stock and have substantial control over us.

As of February 20, 2015, our officers, directors and principal stockholders (greater than 5% stockholders) collectively beneficially own approximately 40.19% of our common stock. As a result, these stockholders may be able to exert significant influence over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our Company or its assets, and may have interests that are different from yours and may vote in a way with which you disagree and which may be adverse to your interests. In addition, this concentration of ownership may have the effect of preventing, discouraging or deferring a change of control, which could depress the market price of our common stock.

Transactions engaged in by our principal stockholders, our officers or directors involving our common stock may have an adverse effect on the price of our stock.

As described above, as of February 20, 2015, our officers, directors and principal stockholders (greater than 5% stockholders) collectively control approximately 40.19% of our common stock. Subsequent sales of our shares by these stockholders could have the effect of lowering our stock price. The perceived risk associated with the possible sale of a large number of shares by these stockholders, or the adoption of significant short positions by hedge funds or other significant investors, could cause some of our stockholders to sell their stock, thus causing the price of our stock to decline. In addition, actual or anticipated downward pressure on our stock price due to actual or anticipated sales of stock by our directors or officers could cause other institutions or individuals to engage in short sales of our common stock, which may further cause the price of our stock to decline.

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From time to time our directors and executive officers may sell shares of our common stock on the open market. These sales will be publicly disclosed in filings made with the SEC. In the future, our directors and executive officers may sell a significant number of shares for a variety of reasons unrelated to the performance of our business. Our stockholders may perceive these sales as a reflection on management’s view of the business and result in some stockholders selling their shares of our common stock. These sales could cause the price of our stock to drop.

Certain provisions of our corporate governing documents and Delaware law could make an acquisition of our company more difficult.

Provisions contained in our amended and restated certificate of incorporation and Delaware law impose various procedural and other requirements, which could make it more difficult for a third party to acquire us or for stockholders to effect certain corporate actions. For example, our amended and restated certificate of incorporation authorizes our Board of Directors to determine the rights, preferences, privileges and restrictions of unissued series of preferred stock, without any vote or action by our stockholders. Therefore, the Board of Directors can authorize and issue shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of our common stock. In addition, our amended and restated certificate of incorporation and amended and restated bylaws provide for a staggered or classified board of directors consisting of three classes of directors, each serving staggered three-year terms. These rights may have the effect of delaying or deterring a change of control of our Company. These provisions could limit the price that certain investors may be willing to pay in the future for shares of our common stock.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We lease our corporate headquarters at 3280 Peachtree Road, N.E., Suite 2625, Atlanta, GA 30305 (approximately 18,500 square feet). We also lease office space for our corporate office in New York, New York (approximately 3,100 square feet), as well as lease space for our 65 service centers in the U.S., Canada the United Kingdom and Australia. The lease for our corporate headquarters in Atlanta, Georgia expires on October 1, 2020. The lease for our corporate office in New York expires on June 30, 2019. We expect to be able to renew each of our leases or to lease comparable facilities on terms commercially acceptable to us at each of our leased locations throughout the U.S., Canada, the United Kingdom and Australia. In addition, we own an office facility located in Sarasota, Florida.

We believe that our current facilities are sufficient for our current needs. We intend to add new facilities or expand existing facilities as we add employees or expand our geographic markets, and we believe that suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations.

Item 3. Legal Proceedings

We are currently a party to various legal proceedings arising from the normal course of business activities. While we do not presently believe that the ultimate outcome of such proceedings will have a material adverse effect on our 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 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5.     Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity      Securities

Market Information for Common Stock

On October 28, 2010, our common stock commenced trading on the New York Stock Exchange under the symbol EXAM. The table below sets forth the high and low sales prices for our common stock for the periods indicated. 

	2013				2014
Quarter	High		Low		High		Low
First	$	17.81	$	13.32	$	37.40	$	28.16
Second	$	21.50	$	16.70	$	38.61	$	27.79
Third	$	26.43	$	20.90	$	36.30	$	30.07
Fourth	$	30.50	$	24.88	$	42.49	$	31.96

Stockholders

The number of record holders of our common stock as of February 20, 2015 was approximately 50 (excluding individual participants in nominee security position listings).

Dividend Policy

Since our incorporation in 2007, we have not declared or paid any dividends on our common stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business and do not anticipate paying cash dividends for the foreseeable future. Our existing credit facility and the Indenture restrict our ability to pay cash dividends, and any future financing agreements may also restrict our ability to pay any type of dividends.

Unregistered sales of equity securities sold during 2014

The Company issued shares of common stock upon the exercise of outstanding warrants at an exercise price of $6.63 per share on the dates set forth below. The warrants were issued on May 7, 2010. 

Date	Number of Shares
March 11, 2014	56,888
March 13, 2014	12,567
April 15, 2014	2,484
April 24, 2014	81,323
May 7, 2014	42,536
September 5, 2014	6,177
September 17, 2014	2,409

With respect to each issuance, the Company claims exemption from registration of the shares under Section 4(2) of the Securities Act of 1933, as amended, as a sale not involving a public offering.

Repurchases of Securities

There were no repurchases of common stock during the fourth quarter of 2014. 

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Equity Compensation

The following table provides information as of December 31, 2014 with respect to the shares of our common stock that may be issued under our existing equity compensation plan:  

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance(2)
Equity compensation plans approved by security holders(1)		5,846,380	$	14.84		2,909,659
Equity compensation plans not approved by security holders		—		—		—
Total		5,846,380	$	14.84		2,909,659

(1) Includes our Amended and Restated 2008 Stock Incentive Plan, as amended.

(2) Number of securities available for future issuance represents securities available under the Amended and Restated 2008 Stock Incentive Plan, as amended.

Performance Graph

The following performance graph compares the cumulative total shareholder return on an investment of $100 in our common stock on December 31, 2010 until December 31, 2014 with the total return of the Russell 3000 Index on which we are listed, and the S&P 600 Health Care Index on which we are listed.

 

* $100 invested on October 28, 2010 in stock or index including reinvestment of dividends.

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	10/28/2010		12/31/2010		12/30/2011		12/30/2012		12/31/2013		12/31/2014
ExamWorks Group, Inc.		100.00		115.50		59.25	$	87.44		186.69		259.94
Russell 3000 Index		100.00		107.06		106.08	$	120.90		158.32		174.86
S&P 600 Healthcare Index		100.00		110.55		125.45	$	146.38		228.43		254.31

The stock performance included in this graph is not necessarily indicative of future stock performance.

Item 6. Selected Financial Data

The following tables set forth, for the periods and as of the dates indicated, our summary consolidated financial data. The summary consolidated statement of operations data for the year ended December 31, 2010 and 2011 is derived from previously audited financial statements, not included in this report.  The summary consolidated balance sheet data as of 2010, 2011 and 2012 is derived from previously audited financial statements, not included in this report. The summary consolidated statement of operations data for the years in the three-year period ended December 31, 2014 and the summary consolidated balance sheet data as of December 31, 2013 and 2014 are derived from our audited consolidated financial statements. Historical results are not indicative of the results to be expected in the future.

You should read the following selected consolidated financial data below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”  and the consolidated financial statements, related notes and other financial information included in this Form 10-K. The significant changes in balances impacting comparability are the result of business combinations. See further discussion in Note 3 to the Consolidated Financial Statements.

Consolidated Statement of	For the years ended December 31,
Operations Data:(1)	2010			2011			2012			2013			2014
(In thousands, except per share data)
Revenues	$	163,511		$	397,860		$	521,237		$	616,016		$	775,615
Costs and expenses:
Costs of revenues		103,606			262,242			344,051			405,329			497,038
Selling, general and administrative expenses		37,689			84,133			113,510			133,870			171,197
Depreciation and amortization		19,505			47,439			58,551			62,748			60,280
Total costs and expenses		160,800			393,814			516,112			601,947			728,515
Income from operations		2,711			4,046			5,125			14,069			47,100
Interest and other expenses, net		11,233			16,461			28,051			29,641			32,171
Income (loss) before income taxes		(8,522	)		(12,415	)		(22,926	)		(15,572	)		14,929
Provision (benefit) for income taxes		(2,484	)		(4,082	)		(7,987	)		(5,356	)		4,435
Net income (loss)	$	(6,038	)	$	(8,333	)	$	(14,939	)	$	(10,216	)	$	10,494
Net income (loss) per share attributable to common stockholders
Basic	$	(0.33	)	$	(0.25	)	$	(0.44	)	$	(0.29	)	$	0.27
Diluted	$	(0.33	)	$	(0.25	)	$	(0.44	)	$	(0.29	)	$	0.25
Weighted average number of common shares outstanding
Basic		18,500			33,975			34,141			35,315			38,656
Diluted		18,500			33,975			34,141			35,315			41,232
Other Financial Data:
Adjusted EBITDA(2)	$	30,321		$	63,304		$	79,789		$	97,461		$	132,140

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	As of December 31,
	2010		2011		2012		2013		2014
	(In thousands)
Consolidated Balance Sheet Data:(1)
Cash and cash equivalents	$	33,624	$	8,416	$	8,627	$	12,829	$	9,751
Current assets		74,580		159,797		159,889		190,250		231,958
Total assets		249,062		627,039		740,501		732,513		930,144
Current portion of working capital facilities		—		—		5,983		—		40,396
Current portion of subordinated unsecured notes payable		2,312		1,932		275		318		—
Current liabilities		37,580		90,113		110,126		116,134		179,899
Senior unsecured notes		—		250,000		250,000		250,000		250,000
Revolving line of credit and working capital facilities, less current portion		4,998		44,063		128,402		82,970		143,853
Long-term subordinated unsecured notes payable, less current portion		2,546		717		300		—		—
Total liabilities		48,822		389,115		496,353		459,642		585,269
Total stockholders’ equity	$	200,240	$	237,924	$	244,148	$	272,871	$	344,875

(1)          The significant changes in balances impacting comparability are the result of business combinations. See further discussion in Note 3 of the Notes to Consolidated Financial Statements.

(2)           Adjusted EBITDA is a non-GAAP measure that is described and reconciled from net income (loss) below and is not a substitute for the GAAP equivalent. We define Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, acquisition related transaction costs, stock 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. The following table presents a reconciliation of Adjusted EBITDA to net income (loss), the most comparable GAAP measure, for each of the periods indicated. See also “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Adjusted EBITDA. ”

	For the years ended December 31,
	2010			2011			2012			2013			2014
				(In thousands)
Reconciliation to Adjusted EBITDA:
Net income (loss)	$	(6,038	)	$	(8,333	)	$	(14,939	)	$	(10,216	)	$	10,494
Share-based compensation expense (i)		1,816			7,834			13,756			17,157			20,024
Depreciation and amortization expense		19,505			47,439			58,551			62,748			60,280
Acquisition-related transaction costs		6,101			3,107			1,655			2,134			3,535
Other expenses (ii)		188			878			702			1,353			1,201
Interest and other expenses, net		11,233			16,461			28,051			29,641			32,171
Provision (benefit) for income taxes		(2,484	)		(4,082	)		(7,987	)		(5,356	)		4,435
Adjusted EBITDA	$	30,321		$	63,304		$	79,789		$	97,461		$	132,140

(i) For the year ended December 31, 2010, all share-based compensation expense is included in SGA expenses. Share-based compensation expense of $2.0 million, $3.0 million, $2.9 million and $2.0 million is included in costs of revenues for the year ended December 31, 2011, 2012, 2013 and 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.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read together with “Selected Consolidated Financial Data,” and our consolidated financial statements and the related notes and the other financial information appearing elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly under “Risk Factors” and “Forward-Looking Statements.” All forward-looking statements in this document are based on information available to us as of the date hereof, and we assume no obligation to update any such forward-looking statements.

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 50 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.

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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 and to facilitate the delivery and quality of cost-effective care 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. Further, we provide Medicare compliance services, including Medicare set-aside and reporting services that help mitigate costs and promote compliance, and case management services, which include managing the medical and vocational cases of injured workers to facilitate timely recovery and/or return to work. Prior to the MES acquisition in February 2011, we marketed our services primarily under the ExamWorks brand.  Initially with the MES acquisition and subsequently with the Premex and MedHealth acquisitions, we began to market our services under several brands, including but not limited to, ExamWorks, MES, Premex and MedHealth. 

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, ASN and MedAllocators in 2014 enabled us to expand our presence in the Medicare compliance and case management markets, and expand our range of services to new and existing clients. To date, we have completed the following 50 acquisitions:

Acquisition Date	Name
January 2, 2015	•	ReliableRS
August 22, 2014	•	Expert Medical Opinions
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	•	Newton Medical Group
January 13, 2014	•	Cheselden
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

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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

Sources of Revenues and Expenses

Revenues

We derive revenue primarily from fees charged for independent medical examinations, peer and bill reviews, Medicare compliance, case management and other related services, which include litigation support services, administrative support services and medical record retrieval services. 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.

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Results of Operations

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

	For the years ended December 31,
	2012			2013			2014
Revenues	$	521,237		$	616,016		$	775,615
Costs and expenses:
Costs of revenues		344,051			405,329			497,038
Selling, general and administrative expenses		113,510			133,870			171,197
Depreciation and amortization		58,551			62,748			60,280
Total costs and expenses		516,112			601,947			728,515
Income from operations		5,125			14,069			47,100
Interest and other expenses, net		28,051			29,641			32,171
Income (loss) before income taxes		(22,926	)		(15,572	)		14,929
Provision (benefit) for income taxes		(7,987	)		(5,356	)		4,435
Net income (loss)	$	(14,939	)	$	(10,216	)	$	10,494
Per share data
Net income (loss) per share:
Basic	$	(0.44	)	$	(0.29	)	$	0.27
Diluted	$	(0.44	)	$	(0.29	)	$	0.25
Weighted average number of common shares outstanding:
Basic		34,141			35,315			38,656
Diluted		34,141			35,315			41,232
Other Financial Data:
Adjusted EBITDA(1)	$	79,789		$	97,461		$	132,140

(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.

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 years ended December 31,
	2012			2013			2014
Reconciliation to Adjusted EBITDA:
Net income (loss)	$	(14,939	)	$	(10,216	)	$	10,494
Share-based compensation expense (i)		13,756			17,157			20,024
Depreciation and amortization		58,551			62,748			60,280
Acquisition-related transaction costs		1,655			2,134			3,535
Other expenses (ii)		702			1,353			1,201
Interest and other expenses, net		28,051			29,641			32,171
Provision (benefit) for income taxes		(7,987	)		(5,356	)		4,435
Adjusted EBITDA	$	79,789		$	97,461		$	132,140

(i)  Share-based compensation expense of $3.0 million, $2.9 million and $2.0 million is included in costs of revenues for the year ended December 31, 2012, 2013 and 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.

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Comparison of the Years Ended December 31, 2014 and 2013

As stated previously, our revenues consist primarily of fees charged for IME services performed. What we are able to charge per IME service performed depends on many factors related to the type of request for IME service that we receive from the client. Those factors include, among others, the line of business (e.g., worker’s compensation, automotive or liability claim), product group (e.g., IME or peer review), geographic location of claimant and the medical panel provider we are able to use and his or her specialty. These factors impact the revenue generated by each IME service request differently and are largely out of our control.  As a result, our management team focuses its efforts on increasing and identifying the volume of IME service requests received and completed and not necessarily their type. Changes in revenue that we cannot attribute to increases or decreases in volume we attribute to changes in sales mix. Our largest cost is payments made to members of our medical panel. For majority of our revenues, these costs are variable as most of the medical panel members are independent contractors, allowing us to maintain and manage our costs of revenues more effectively.

Revenues. Revenues were $775.6 million for the year ended December 31, 2014 compared to $616.0 million for the year ended December 31, 2013, an increase of $159.6 million, or 26%. Of the increase in revenues compared to 2013, $71.3 million, or 12%, was attributable to acquisitions completed in 2013 and 2014 and $88.3 million, or 14%, was due to growth in our existing businesses.

● U.S. segment revenues were $468.4 million for the year ended December 31, 2014 compared to $374.8 million for the year ended December 31, 2013, an increase of $93.6 million, or 25%. Of the increase in U.S. revenues compared to 2013, $53.6 million, or 14%, was attributable to acquisitions completed in 2013 and 2014 and $40.0 million, or 11%, was due to growth in our existing businesses, of which approximately 65% related to increases in our IME and other related services product group. Of the 11% growth in our existing businesses, approximately 90% of the growth was due to increased service volumes and the balance was due to a change in sales mix.

● Canada segment revenues were $32.9 million for the year ended December 31, 2014 compared to $31.1 million for the year ended December 31, 2013, an increase of $1.8 million, or 6%. Excluding the impact of currency, the existing Canada businesses grew 13%. The constant currency growth in Canada revenues compared to 2013 was due to increased IME service volumes.

● U.K. segment revenues were $189.8 million for the year ended December 31, 2014 compared to $143.4 million for the year ended December 31, 2013, an increase of $46.3 million, or 32%. Of the increase in U.K. revenues compared to 2013, $6.7 million, or 5%, was attributable to acquisitions completed in 2013 and 2014 and $39.6 million, or 27%, was due to growth in our existing businesses. Excluding the impact of currency, the existing U.K. businesses grew 21%. The constant currency growth in U.K. revenues compared to 2013 was primarily due to increased IME service volumes, offset by an unfavorable change in sales mix.

● Australia segment revenues were $84.6 million for the year ended December 31, 2014 compared to $66.7 million for the year ended December 31, 2013, an increase of $17.9 million, or 27%. Of the increase in Australia revenues compared to 2013, $11.0 million, or 17%, was attributable to an acquisition completed in 2014 and $6.9 million, or 10%, was due to growth in our existing businesses. Excluding the impact of currency, the existing Australia business grew 18%. The constant currency growth in Australian revenues compared to 2013 was equally due to increased IME service volumes and a favorable change in sales mix.

Costs of revenues. Costs of revenues were $497.0 million for the year ended December 31, 2014 compared to $405.3 million for the year ended December 31, 2013, an increase of $91.7 million, or 23%. Of the increase in costs of revenues compared to 2013, $34.5 million, or 9%, was attributable to acquisitions completed in 2013 and 2014 and $57.2 million, or 14%, was related to our existing businesses and primarily attributable to increased fees paid to members of our medical panel as these costs are variable in nature and, to a lesser extent, an increase in other direct costs. Costs of revenues as a percentage of revenues was 64.1% for the year ended December 31, 2014, an improvement over the 65.8% for the year ended December 31, 2013.

Selling, general and administrative. SGA expenses were $171.2 million for the year ended December 31, 2014 compared to $133.9 million for the year ended December 31, 2013, an increase of $37.3 million, or 28%. Of the increase in SGA expenses compared to 2013, $23.3 million, or 17%, was attributable to acquisitions completed in 2013 and 2014 and $14.0 million, or 11%, was related to our existing businesses primarily attributable to $7.6 million in increased personnel expenses, including share-based compensation increases of $3.7 million, and the remainder resulting primarily from increases in referral commissions in our U.K. business and increases in facility costs. In addition, acquisition-related transaction costs and other expenses increased $1.2 million primarily associated with increased acquisition activity in 2014.

Depreciation and amortization. D&A expenses were $60.3 million for the year ended December 31, 2014 compared to $62.7 million for the year ended December 31, 2013, a decrease of $2.4 million, or 4%. D&A attributable to our existing businesses as historic finite-lived intangible and tangible assets became fully amortized decreased $18.3 million, offset by an increase of $15.9 million of D&A attributable to acquisitions completed in 2013 and 2014.

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Interest and other expenses, net. Interest and other expenses, net were $32.2 million for the year ended December 31, 2014 compared to $29.6 million for the year ended December 31, 2013, an increase of $2.5 million, or 9%. Interest and other expenses, net, increased primarily due to increased interest expenses related to additional borrowings on our Senior Secured Revolving Credit Facility to fund acquisitions.

Provision (benefit) for income taxes. Provision for income taxes was $4.4 million for the year ended December 31, 2014 compared with an income tax benefit of $5.4 million for the year ended December 31, 2013, a decreased benefit of $9.8 million or 183%. Our effective income tax rate was approximately 30% and 34% for the years ended December 31, 2014 and 2013, respectively. The tax rates in the 2014 and 2013 periods were impacted primarily by elections made for certain foreign acquisitions, foreign rate differentials and non-deductible items.

Net income (loss). For the foregoing reasons, net income was $10.5 million for the year ended December 31, 2014 compared to a net loss of $10.2 million for the year ended December 31, 2013.

Adjusted EBITDA. Adjusted EBITDA was $132.1 million for the year ended December 31, 2014 compared to $97.5 million for the year ended December 31, 2013, an increase of $34.6 million, or 36%. The increase in Adjusted EBITDA was primarily due to the 26% increase in revenues and the positive operating leverage resulting from this increased revenue. Adjusted EBITDA is also described as Segment Profit elsewhere in this Report.

● U.S. segment Adjusted EBITDA was $76.1 million for the year ended December 31, 2014 compared to $46.9 million for the year ended December 31, 2013, an increase of $29.1 million, or 62%. The increase in Adjusted EBITDA was due to the 25% increase in U.S. segment revenues and a 20% increase in costs of revenues and SGA expenses primarily due to increased fees paid to members of our medical panel as these costs are variable in nature and increased personnel expense to support the growth in our business, excluding share-based compensation.

● Canada segment Adjusted EBITDA was $4.7 million for the year ended December 31, 2014 compared to $5.1 million for the year ended December 31, 2013, a decrease of $464,000, or 9%. The decrease in Adjusted EBITDA was due to the 6% increase in Canada segment revenues, offset by a 9% increase in costs of revenues and SGA expenses primarily due to increased fees paid to members of our medical panel as these costs are variable in nature.

● U.K. segment Adjusted EBITDA was $32.9 million for the year ended December 31, 2014 compared to $29.4 million for the year ended December 31, 2013, an increase of $3.5 million, or 12%. The increase in Adjusted EBITDA was due to the 32% increase in U.K. segment revenues, offset by a 38% increase in costs of revenues and SGA expenses primarily due to increased fees paid to members of our medical panel as these costs are variable in nature and increased personnel expense to support the growth in our business.

● Australia segment Adjusted EBITDA was $18.5 million for the year ended December 31, 2014 compared to $16.0 million for the year ended December 31, 2013, an increase of $2.5 million, or 16%. The increase in Adjusted EBITDA was due to the 27% increase in Australia segment revenues, offset by a 30% increase in costs of revenues and SGA expenses primarily due to increased fees paid to members of our medical panel as these costs are variable in nature.

Comparison of the Years Ended December 31, 2013 and 2012

Revenues. Revenues were $616.0 million for the year ended December 31, 2013 compared to $521.2 million for the year ended December 31, 2012, an increase of $94.8 million, or 18%. Of the increase in revenues compared to 2012, $57.0 million, or 11%, was attributable to acquisitions completed in 2012 and 2013 and $37.8 million, or 7%, was due to growth in our existing businesses.

● U.S. segment revenues were $374.8 million for the year ended December 31, 2013 compared to $340.2 million for the year ended December 31, 2012, an increase of $34.6 million, or 10%. Of the increase in U.S. revenues compared to 2012, $11.5 million, or 3%, was attributable to acquisitions completed in 2012 and 2013 and $23.1 million, or 7%, was due to growth in our existing businesses, of which approximately 80% related to increases in our IME and other related services product group. Of the 7% growth in our existing businesses, approximately 15% of the growth was due to increased service volumes and the balance was due to a change in sales mix.

● Canada segment revenues were $31.1 million for the year ended December 31, 2013 compared to $27.6 million for the year ended December 31, 2012, an increase of $3.5 million, or 13%. Of the increase in Canada revenues compared to 2012, $615,000, or 2%, was attributable to acquisitions completed in 2012 and $2.9 million, or 11%, was due to growth in our existing business primarily due to a favorable change in sales mix and an immaterial change in IME services volumes.

● U.K. segment revenues were $143.4 million for the year ended December 31, 2013 compared to $131.3 million for the year ended December 31, 2012, an increase of $12.1 million, or 9%. Of the increase in U.K. revenues compared to 2012, $300,000, was attributable to acquisitions completed in 2013 and $11.8 million, or 9%, was due to growth in our existing businesses primarily due to a favorable change in sales mix and an immaterial change in IME services volumes.

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● Australia segment revenues were $66.7 million for the year ended December 31, 2013 compared to $22.2 million for the year ended December 31, 2012, an increase of $44.5 million, or 200%. The increase in Australia revenues compared to 2012 was due to the acquisition of MedHealth in August 2012.

Costs of revenues. Costs of revenues were $405.3 million for the year ended December 31, 2013 compared to $344.1 million for the year ended December 31, 2012, an increase of $61.2 million, or 18%. Of the increase in costs of revenues compared to 2012, $36.8 million, or 11%, was attributable to acquisitions completed in 2012 and 2013 and $24.4 million, or 7%, was related to our existing businesses primarily attributable to increased fees paid to members of our medical panel as these costs are variable in nature and, to a lesser extent, an increase in other direct costs. Costs of revenues as a percentage of revenues was 65.8% for the year ended December 31, 2013, a 0.2% improvement over the 66.0% for the year ended December 31, 2012.

Selling, general and administrative. SGA expenses were $133.9 million for the year ended December 31, 2013 compared to $113.5 million for the year ended December 31, 2012, an increase of $20.4 million, or 18%. Of the increase in SGA expenses compared to 2012, $8.2 million, or 7%, was attributable to acquisitions completed in 2012 and 2013 and $12.2 million, or 11%, was related to our existing businesses primarily attributable to $10.1 million in increased personnel expenses, including share-based compensation which increased $3.5 million related to equity grants primarily to new employees that joined the Company in late 2012 and 2013, and the remainder resulting primarily from increases in computer related expenses and rent. In addition, acquisition-related transaction costs and other expenses increased $1.1 million primarily associated with increased acquisition activity in early 2014.

Depreciation and amortization. D&A expenses were $62.7 million for the year ended December 31, 2013 compared to $58.6 million for the year ended December 31, 2012, an increase of $4.1 million, or 7%. Of the increase in D&A expenses compared to 2012, $9.4 million, or 16%, was attributable to acquisitions completed in 2012 and 2013 offset by a reduction of $5.3 million, or 9%, attributable to our existing businesses as historic finite-lived intangible and tangible assets became fully amortized.

Interest and other expenses, net. Interest and other expenses, net were $29.6 million for the year ended December 31, 2013 compared to $28.1 million for the year ended December 31, 2012, an increase of $1.5 million, or 5%. Interest and other expenses, net, increased primarily due to increased interest expenses related to additional borrowings on our Senior Secured Revolving Credit Facility to fund acquisitions offset by a realized foreign currency loss of $534,000 in the prior year.

Income tax benefit. Income tax benefit was $5.4 million for the year ended December 31, 2013 compared with $8.0 million for the year ended December 31, 2012, a decreased benefit of $2.6 million or 33%. Our effective income tax rate was 34.4% and 34.8% for the years ended December 31, 2013 and 2012, respectively. The tax rates in the 2013 and 2012 periods were impacted primarily by foreign tax rate differentials and non-deductible items.

Net loss. For the foregoing reasons, net loss was $10.2 million for the year ended December 31, 2013 compared to $14.9 million for the year ended December 31, 2012.

Adjusted EBITDA. Adjusted EBITDA was $97.5 million for the year ended December 31, 2013 compared to $79.8 million for the year ended December 31, 2012, an increase of $17.7 million, or 22%. The increase in Adjusted EBITDA was primarily due to the 18% increase in revenues and the positive operating leverage resulting from it. Adjusted EBITDA is also described as Segment Profit elsewhere in this Report.

● U.S. segment Adjusted EBITDA was $46.9 million for the year ended December 31, 2013 compared to $44.5 million for the year ended December 31, 2012, an increase of $2.4 million, or 5%. The increase in Adjusted EBITDA was due to the 10% increase in U.S. segment revenues, offset by an 11% increase in costs of revenues and SGA expenses primarily due to increased fees paid to members of our medical panel as these costs are variable in nature and increased personnel expense to support the growth in our business, excluding share-based compensation.

● Canada segment Adjusted EBITDA was $5.1 million for the year ended December 31, 2013 compared to $4.9 million for the year ended December 31, 2012, an increase of $195,000, or 4%. The increase in Adjusted EBITDA was due to the 13% increase in Canada segment revenues, offset by a 15% increase in costs of revenues and SGA expenses primarily due to increased fees paid to members of our medical panel as these costs are variable in nature.

● U.K. segment Adjusted EBITDA was $29.4 million for the year ended December 31, 2013 compared to $24.8 million for the year ended December 31, 2012, an increase of $4.6 million, or 19%. The increase in Adjusted EBITDA was due to the 9% increase in U.K. segment revenues and the 7% increase in costs of revenues and SGA expenses primarily due to increased fees paid to members of our medical panel as these costs are variable in nature and increased personnel expense to support the growth in our business.

● Australia segment Adjusted EBITDA was $16.0 million for the year ended December 31, 2013 compared to $5.5 million for the year ended December 31, 2012, an increase of $10.5 million, or 189%. The increase in Australia Adjusted EBITDA compared to 2012 was due to the acquisition of MedHealth in August 2012.

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Selected Quarterly Financial Data (Unaudited)

	March			June		September		December
2014 - Quarter Ended	31			30		30		31
(In thousands, except per share data)
Revenues	$	173,028		$	196,445	$	204,078	$	202,064
Costs and expenses:
Costs of revenues		111,035			124,851		130,597		130,555
Selling, general and administrative expenses		40,528			42,590		43,534		44,545
Depreciation and amortization		14,342			14,858		15,705		15,375
Total costs and expenses		165,905			182,299		189,836		190,475
Income from operations		7,123			14,146		14,242		11,589
Interest and other expenses, net		7,577			8,095		8,355		8,144
Income (loss) before income taxes		(454	)		6,051		5,887		3,445
Provision (benefit) for income taxes		(165	)		2,519		2,472		(391	)
Net income (loss)	$	(289	)	$	3,532	$	3,415	$	3,836
Per share data
Net income (loss) per share:
Basic	$	(0.01	)	$	0.09	$	0.09	$	0.10
Diluted	$	(0.01	)	$	0.09	$	0.08	$	0.09
Weighted average number of common shares outstanding:
Basic		37,089			38,452		39,251		39,827
Diluted		37,089			40,940		41,647		42,216
Other Financial Data:
Adjusted EBITDA(1)	$	28,010		$	34,579	$	36,083	$	33,468

	March			June			September			December
2013 - Quarter Ended	31			30			30			31
(In thousands, except per share data)
Revenues	$	148,703		$	156,148		$	152,354		$	158,811
Costs and expenses:
Costs of revenues		97,384			102,118			100,831			104,996
Selling, general and administrative expenses		33,257			34,076			31,620			34,917
Depreciation and amortization		16,326			15,822			15,910			14,690
Total costs and expenses		146,967			152,016			148,361			154,603
Income from operations		1,736			4,132			3,993			4,208
Interest and other expenses, net		7,530			7,700			7,316			7,095
Loss before income taxes		(5,794	)		(3,568	)		(3,323	)		(2,887	)
Benefit for income taxes		(2,202	)		(785	)		(1,072	)		(1,297	)
Net loss	$	(3,592	)	$	(2,783	)	$	(2,251	)	$	(1,590	)
Per share data
Net loss per share — basic and diluted	$	(0.10	)	$	(0.08	)	$	(0.06	)	$	(0.04	)
Weighted average number of common shares outstanding — basic and diluted		34,086			34,074			34,116			34,287
Other Financial Data:
Adjusted EBITDA(1)	$	23,005		$	25,006		$	23,885		$	25,565

(1) Adjusted EBITDA is a non-GAAP measure that is described and reconciled to net income (loss) below and is not a substitute for the GAAP equivalent. 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 our comparability. The following table presents a reconciliation of Adjusted EBITDA to net income (loss), the most comparable GAAP measure, for each of the periods indicated. See also “Results of Operations – Adjusted EBITDA.”

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	March			June		September		December
2014 - Quarter Ended	31			30		30		31
(In thousands)
Net income (loss)	$	(289	)	$	3,532	$	3,415	$	3,836
Share-based compensation expense (i)		5,353			4,627		4,680		5,364
Depreciation and amortization expense		14,342			14,858		15,705		15,375
Acquisition-related transaction costs		1,192			762		871		710
Other expenses(ii)		—			186		585		430
Interest and other expenses, net		7,577			8,095		8,355		8,144
Provision (benefit) for income taxes		(165	)		2,519		2,472		(391	)
Adjusted EBITDA:	$	28,010		$	34,579	$	36,083	$	33,468

	March			June			September			December
2013 - Quarter Ended	31			30			30			31
(In thousands)
Net loss	$	(3,592	)	$	(2,783	)	$	(2,251	)	$	(1,590	)
Share-based compensation expense (i)		4,131			4,283			3,820			4,923
Depreciation and amortization expense		16,326			15,822			15,910			14,690
Acquisition-related transaction costs		449			458			186			1,041
Other expenses (ii)		363			311			(24	)		703
Interest and other expenses, net		7,530			7,700			7,316			7,095
Benefit for income taxes		(2,202	)		(785	)		(1,072	)		(1,297	)
Adjusted EBITDA:	$	23,005		$	25,006		$	23,885		$	25,565

(i) For the quarters ended March 31, June 30, September 30, and December 31, 2014, share-based compensation expense of approximately $694,000, $492,000, $444,000 and $421,000, respectively is included in costs of revenues, and the remainder is included in SGA expenses. For the quarters ended March 31, June 30, September 30, and December 31, 2013, share-based compensation expense of approximately $728,000, $719,000, $748,000 and $692,000, respectively is included in costs of revenues, 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.

Liquidity and Capital Resources

Our principal capital requirements are to fund operations and acquisitions. Since our initial public offering ("IPO") in November 2010, we have funded our capital needs from cash flow generated from operations, borrowings under the Senior Secured Revolving Credit Facility and working capital facilities and the private offering of the Senior Unsecured Notes, as defined below.  In a few instances, 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.

Initial Public Offering

On November 2, 2010, we completed an IPO of common stock. The total offering size was 11,845,000 shares (after exercise by the underwriters of their over-allotment option), consisting of 9,290,114 shares issued by us and 2,554,886 shares sold by existing stockholders of the Company. Net proceeds to the Company were approximately $133.7 million, of which $102.4 million was used to repay the amounts outstanding under a previous credit facility.

Share Repurchase Program

In August 2011, we announced that the Board of Directors authorized the implementation of a share repurchase program to repurchase up to $20.0 million of outstanding shares of our common stock. The program calls for the repurchases to be made at management’s discretion in the open market or privately negotiated transactions, subject to cash requirements for other purposes, and other relevant factors, such as trading price, trading volume, general market and business conditions, and our compliance with certain covenants under our contractual obligations. There is no guarantee as to the exact number of shares, if any, that we may repurchase, and the Board of Directors may suspend or discontinue the repurchase program at any time. For the year ended December 31, 2011, we repurchased approximately 1,009,000 shares of common stock under the share repurchase program. These shares were repurchased at an average cost of $9.34 per share for a total cost of $9.4 million. For the year ended December 31, 2012, we repurchased approximately 39,000 shares of common stock under the share repurchase program. These shares were repurchased at an average cost of $9.91 per share for a total cost of $387,000. For the year ended December 31, 2011 and 2012, we reissued approximately 203,000 and 6,000 shares from treasury, respectively to fund acquisitions completed in each of those years. There were no share repurchases or re-issuances for the years ended December 31, 2013 and 2014.

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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 (plans) 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. 

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 $3,000,000 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.

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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% 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%.

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 December 31, 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 December 31, 2014, we had $143.9 million outstanding under the Senior Secured Revolving Credit Facility, bearing interest at a rate of LIBOR plus 3.00%, resulting in $118.6 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 December 31, 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 December 31, 2014, UKIM had $7.7 million outstanding under the working capital facility, resulting in approximately $86,000 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 December 31, 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 December 31, 2014, Premex had $32.7 million outstanding under the working capital facility, resulting in approximately $8.5 million in availability.

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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.

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 $9.8 million at December 31, 2014 as compared with $12.8 million at December 31, 2013 and $8.6 million at December 31, 2012.

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 years ended December 31,
	2012			2013			2014
Net cash provided by operating activities	$	24,777		$	36,355		$	45,199
Net cash used in investing activities		(114,384	)		(10,154	)		(198,163	)
Net cash provided by (used in) financing activities		89,724			(21,072	)		150,478
Exchange rate impact on cash and cash equivalents		94			(927	)		(592	)
Net increase (decrease) in cash and cash equivalents	$	211		$	4,202		$	(3,078	)

Operating Activities. Net cash provided by operating activities was $45.2 million for the year ended December 31, 2014 as compared with net cash provided by operating activities of $36.4 million for the year ended December 31, 2013.  Net cash provided by operating activities for 2014 consisted of our net income of $10.5 million and net non-cash charges of $59.4 million (principally including $60.3 million in depreciation and amortization and $20.0 million in share-based compensation, offset by a net decrease in deferred income taxes of $19.5 million) offset by a net increase in working capital of approximately $24.7 million in 2014. The increase in working capital primarily consisted of increases in accounts receivable in our U.K. business and prepaid expenses and other current assets, offset by increased accounts payable and accrued expenses.

Net cash provided by operating activities was $36.4 million for the year ended December 31, 2013 as compared with net cash provided by operating activities of $24.8 million for the year ended December 31, 2012.  Net cash provided by operating activities for 2013 consisted of our net loss of $10.2 million and a net increase in working capital of approximately $15.2 million in 2013, which was offset by net non-cash charges of $61.8 million (principally including $62.7 million in depreciation and amortization and $17.2 million in share-based compensation, offset by a net decrease in deferred income taxes of $18.0 million). The increase in working capital primarily consisted of increases in accounts receivable offset by increased accounts payable and accrued expenses and deferred revenues and customer deposits.

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Net cash provided by operating activities for 2012 consisted of our net loss of $14.9 million and a net increase in working capital of approximately $13.2 million in 2012, which was offset by net non-cash charges of $53.0 million (principally including $58.6 million in depreciation and amortization and $13.8 million in share-based compensation, offset by a net decrease in deferred income taxes of $21.2 million). The increase in working capital primarily consisted of increases in accounts receivable offset by increased accounts payable and accrued expenses and deferred revenues and customer deposits.

Investing Activities. Net cash used in investing activities was $198.2 million for the year ended December 31, 2014 as compared to net cash used in operating activities of $10.2 million for the year ended December 31, 2013.  The increased use was due primarily to increased acquisition activity and purchases of building, equipment and leasehold improvements in 2014.

Net cash used in investing activities was $10.2 million for the year ended December 31, 2013 as compared to net cash used in operating activities of $114.4 million for the year ended December 31, 2012.  The decrease was due primarily to reduced acquisition activity in 2013 and, to a lesser extent, proceeds from our foreign currency net investment hedges, offset by a slight increase in capital expenditures.

Net cash used in investing activities was $114.4 million for the year ended December 31, 2012 and was due primarily to $109.0 million in cash paid for acquisitions and purchases of equipment and leasehold improvements of $5.8 million.

Financing Activities. Net cash provided by financing activities was $150.5 million for the year ended December 31, 2014 as compared to net cash used in financing activities of $21.1 million for the year ended December 31, 2013.  This 2014 cash provision was primarily attributable to borrowings under our Senior Secured Revolving Credit Facility of $299.3 million, proceeds from the exercise of options and warrants of $42.4 million, the excess tax benefit related to share-based compensation of $9.3 million and net borrowings under our working capital facilities of $4.9 million, offset by repayments under our Senior Secured Revolving Credit Facility of $200.4 million and repayments of contingent earnout obligations of $4.4 million.

Net cash used in financing activities was $21.1 million for the year ended December 31, 2013 as compared to net cash provided by financing activities of $89.7 million for the year ended December 31, 2012.  This 2013 cash used was primarily attributable to borrowings under our Senior Secured Revolving Credit Facility of $142.5 million, proceeds from the exercise of options and warrants of $24.3 million, the excess tax benefit related to share-based compensation of $6.6 million and net borrowings under our working capital facilities of $2.8 million, offset by repayments under our Senior Secured Revolving Credit Facility of $196.7 million.

Net cash provided by financing activities was $89.7 million for the year ended December 31, 2012. The 2012 provision of cash was primarily attributable to borrowings under our Senior Secured Revolving Credit Facility of $170.6 million and the excess tax benefit related to share-based compensation of $2.9 million, offset by repayments under our Senior Secured Revolving Credit Facility of $76.0 million and net repayments under our working capital facilities of $6.3 million.

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 December 31, 2014 are set forth below:

	Payments due by year ending December 31,
	Total		2015		2016		2017		2018		2019		Thereafter
	(In thousands)
Amounts outstanding under senior unsecured notes payable	$	250,000	$	—	$	—	$	—	$	—	$	250,000	$	—
Amounts outstanding under senior secured revolving credit facility		143,853		—		143,853		—		—		—		—
Operating leases		51,688		13,249		11,143		9,452		7,772		5,186		4,886
Amounts outstanding under working capital facilities		40,396		40,396		—		—		—		—		—
Total:	$	485,937	$	53,645	$	154,996	$	9,452	$	7,772	$	255,186	$	4,886

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As of December 31, 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 an office facility in 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 December 31, 2014 and applicable interest rates currently ranging between 2.9% and 5.5%, interest amounts are expected to be approximately $5.7 million for the year ended December 31, 2015 and approximately $2.5 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.

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, administrative support services and Medicare compliance 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 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 2014, we had $5.4 million and $4.4 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 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.

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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, principally in the U.K., that have aged longer than one year as of December 31, 2013 and 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.

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.

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 2014 and reviewed subsequent events through December 31, 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 or state tax return examinations by tax authorities before 2010 and 2009, 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.

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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 employee stock options. Additionally, option valuation models require the input of highly subjective assumptions, including the expected volatility of the stock price. Because our employee 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 our peer group median implied volatility for 2012 stock option grants, and are based upon the weighted average of our peer group median implied volatility, our mean reversion volatility and the median of our peer group’s most recent historical volatilities for 2013 and 2014 stock option grants. Expected life assumptions are based upon the “simplified” method for those options issued from 2012 to 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.

The following table summarizes the number of stock options granted and outstanding as of December 31, 2014 for the quarterly periods from January 1, 2012 through December 31, 2014, the per share exercise price of the stock options and estimated per share weighted average fair value of stock options:

Quarter ending	Number of shares subject to options granted and outstanding		Weighted average per share exercise price of options		Weighted average per share fair value of options (1)
March 31, 2012		1,333,411	$	9.50	$	4.23
June 30, 2012		77,781	$	12.13	$	5.47
September 30, 2012		30,209	$	12.59	$	5.77
December 31, 2012		18,802	$	14.13	$	6.54
March 31, 2013		188,199	$	14.24	$	6.63
June 30, 2013		36,494	$	18.00	$	8.39
September 30, 2013		51,664	$	24.28	$	11.52
December 31, 2013		57,033	$	26.23	$	12.61
March 31, 2014		413,490	$	31.46	$	15.46
June 30, 2014		5,000	$	34.43	$	16.58
September 30, 2014		129,150	$	35.75	$	17.21
December 31, 2014		32,500	$	35.66	$	17.17

(1)               As described above, the per share estimated fair value of stock options was estimated for the date of grant using the Black-Scholes option-pricing model. This model estimates the fair value by applying a series of factors including the exercise price of the stock option, the fair market value of our common stock, a risk free interest rate, the expected term of the stock option, expected share price volatility of the underlying common stock and expected dividends on the underlying common stock.

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 such as our common stock, 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

In September 2006, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance codified as ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value in U.S generally accepted accounting principles and expands disclosure about fair value measurements.

ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into the following levels:

In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterpart credit risk in the assessment of fair value.

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Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.

Level 3 — Unobservable inputs based on the company’s own assumptions.

Our financial liabilities, which are measured at fair value on a recurring basis, are categorized using the fair value hierarchy as of December 31, 2013 and 2014 were 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 December 31, 2014
Financial instruments:
Contingent consideration	$	—	$	—		$	(6,587	)	$	(6,587	)
Foreign currency derivative asset		—		272			—			272

 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 $1.8 million in 2014, $6.9 million was added as the result of a 2014 acquisition and, $405,000 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 $4.7 million settled as cash consideration to satisfy installments related to 2009 and 2014 acquisitions, 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, 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 remaining change is due to currency fluctuations.

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 we and that of our counterparties.

 Recent Accounting Pronouncements

In addition to the recently adopted accounting pronouncements discussed above in conjunction with our critical accounting policies, we believe the following recently adopted accounting pronouncements are important to an understanding of our financial statements.

Recently Adopted Accounting Pronouncements

In February 2013 the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This update amends Accounting Standards Codification (ASC) Topic 220, “Comprehensive Income,” to require reporting entities to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, reporting entities will be required to present, either on the face of the statement of operations or in the footnotes to the financial statements, significant amounts reclassified from accumulated other comprehensive income by statement of operations line item. ASU 2013-02 is effective prospectively for reporting periods beginning after December 15, 2012. We adopted these provisions effective January 1, 2013 and the adoption of these provisions did not have a material impact on our financial position, results of operations and cash flows.

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. We adopted the provisions of this ASU in the first quarter of 2014 and adoption did not have a significant impact on our financial position, results of operations and cash flows.

In November 2014, the FASB issued ASU No. 2014-17, “Business Combinations: Pushdown Accounting” (“ASU 2014-17”) which provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period as a change in accounting principle in accordance with ASC Topic 250, Accounting Changes and Error Corrections. If pushdown accounting is applied to an individual change-in-control event, that election is irrevocable. ASU 2014-17 also requires an acquired entity that elects the option to apply pushdown accounting in its separate financial statements to disclose information in the current reporting period that enables users of financial statements to evaluate the effect of pushdown accounting. We have adopted the amendments in ASU 2014-17, effective November 18, 2014, as the amendments in the update are effective upon issuance. The adoption of ASU 2014-12 did not have a material impact on our financial position, results of operations and cash flows.

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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 our financial position, results of operations and cash flows.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertanties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-05”) which define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Currently, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. This going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. This ASU provides guidance regarding management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern and the related footnote disclosures. The amendments are effective for the year ending December 31, 2016, and for interim periods beginning the first quarter of 2017, with early application permitted. We plan to adopt the provisions for the year ending December 31, 2016 and will provide such disclosures as required if there are conditions and events that raise substantial doubt about its ability to continue as a going concern. We currently do not expect the adoption to have a material impact on our consolidated financial statements.

There were various other accounting standards and interpretations issued during 2012, 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 7A. 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 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 December 31, 2014, we had cash and cash equivalents totaling approximately $9.8 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $389,000 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 $143.9 million at December 31, 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 a decrease of approximately $1.8 million in our annual pre-tax net income assuming no further changes in the amount of borrowings subject to variable rate interest from amounts outstanding at December 31, 2014.

Foreign Exchange Risk. As of December 31, 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.

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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 our 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 its hedge positions during the 2013 and 2014 years and received $1.4 million and $4.0 million, respectively, in net proceeds. This amount was classified in accumulated other comprehensive income in our 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, 2014, we had a net asset of $272,000 recorded in other current assets with the offsetting net unrealized gain being recorded in accumulated other comprehensive loss in our Consolidated Balance Sheets associated with open forward foreign currency contracts which matured in January of 2015.

Item 8. Financial Statements and Supplementary Data

The financial statements set forth herein commence on page F-1 of this Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to its management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2014 (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of the Evaluation Date.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

The management of ExamWorks is responsible for establishing and maintaining adequate internal control over financial reporting, as such is defined in Rules 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2014. The Company’s internal control over financial reporting is a process that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation, and may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

ExamWorks’ management performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014, using the criteria described in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (“COSO 1992”). The objective of this assessment is to determine whether the Company’s internal control over financial reporting was effective as of December 31, 2014. ExamWorks’ management has concluded that, as of December 31, 2014, its internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements for external purposes in accordance with United States generally accepted accounting principles. 

During 2014, the Company acquired Newton Medical Group (“Newton”), Cheselden, G&L Intermediate Holdings (“Gould & Lamb”), Assess Medical Group Pty Ltd (“Assess”), Solomon Associates (“Solomon”), Ability Services Network (“ASN”) and Expert Medical Opinions (“EMO”). Refer to Note 3 of the Notes to consolidated financial statements for additional information regarding these acquisitions. As permitted by related SEC Staff interpretive guidance for newly acquired businesses, the Company excluded the Cheselden, Gould & Lamb, Assess, ASN and EMO acquisitions from management’s annual assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. These acquisitions constituted 19.6% of total assets as of December 31, 2014 and 6.7% of revenues for the year then ended. These businesses will be included in future evaluations of the effectiveness of the Company’s internal controls and procedures when these systems have been implemented in 2015. 

KPMG LLP, the Company’s Independent Registered Public Accounting Firm, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting. The report is included in Item 15(a) under the heading Report of Independent Registered Public Accounting Firm.

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(c)  Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal controls.

Item 9B. Other Information.

None.

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PART III

Pursuant to General Instruction G (3) of Form 10-K, the information called for by Part III Item 10 (Directors and Executive Officers of the Registrant), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions) and Item 14 (Principal Accountant Fees and Services), is incorporated herein by reference from the registrant’s definitive proxy statement to be filed with the Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K.

47

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)           The following documents are filed as part of this Report:

1. Financial Statements.

Description

ExamWorks Group, Inc. and Subsidiaries

Reports of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2013 and 2014	F-4
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2013 and 2014	F-5
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2012, 2013 and 2014	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2013 and 2014	F-7
Notes to Consolidated Financial Statements	F-8

2. Financial Statement Schedules.

The following Financial Statement Schedule for the Registrant is filed as part of this Report and should be read in conjunction with the Registrant’s Financial Statements:

Description
Schedule II – Valuation and Qualifying Accounts	66

(b)           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).

48

2.8*	Stock Purchase Agreement dated as of June 6, 2014, by and among ExamWorks, Inc. and the shareholders of Ability Services Network, Inc. (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).
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).
10.1.1+	Loan and Security Agreement dated as of December 18, 2009, by and among ExamWorks, Inc., its subsidiaries party thereto, Fifth Third Bank and Bank of America (filed as Exhibit 10.1.1 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).
10.1.2+	Consent and First Amendment to Loan and Security Agreement, dated as of December 31, 2009, by and among ExamWorks, Inc. and its subsidiaries party thereto in favor of Fifth Third Bank (filed as Exhibit 10.1.2 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).

10.1.3+

Consent and Second Amendment to Loan and Security Agreement, dated as of December 31, 2009, by and among ExamWorks, Inc. and its subsidiaries party thereto in favor of Fifth Third Bank, as the administrative agent for the lenders party thereto (filed as Exhibit 10.1.3 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).

10.1.4+

Consent and Third Amendment to Loan and Security Agreement, dated as of December 31, 2009, by and among ExamWorks, Inc. and its subsidiaries party thereto in favor of Fifth Third Bank, as the administrative agent for the lenders party thereto (filed as Exhibit 10.1.4 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).

10.1.5+	Consent and Fourth Amendment to Loan and Security Agreement, dated as of December 31, 2009, by and among ExamWorks, Inc. and its subsidiaries party thereto in favor of Fifth Third Bank, as the administrative agent for the lenders party thereto (filed as Exhibit 10.1.5 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).
10.1.6+	Consent and Fifth Amendment to Loan and Security Agreement, dated as of January 19, 2010, by and among ExamWorks, Inc., its subsidiaries party thereto, Fifth Third Bank and Bank of America (filed as Exhibit 10.1.6 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).
10.1.7	Consent Agreement to Loan and Security Agreement, dated as of March 12, 2010, by and among ExamWorks, Inc., its subsidiaries party thereto, Fifth Third Bank and Bank of America (filed as Exhibit 10.1.7 to Amendment No. 4 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 26, 2010 and incorporated by reference herein).

49

10.1.8	Second Consent Agreement to Loan and Security Agreement, dated as of March 15, 2010, by and among ExamWorks, Inc., its subsidiaries party thereto, Fifth Third Bank and Bank of America (filed as Exhibit 10.1.8 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).
10.1.9	Third Consent Agreement to Loan and Security Agreement, dated as of March 15, 2010, by and among ExamWorks, Inc., its subsidiaries party thereto, Fifth Third Bank and Bank of America (filed as Exhibit 10.1.9 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).
10.1.10	Fourth Consent Agreement to Loan and Security Agreement, dated as of March 26, 2010, by and among ExamWorks, Inc., its subsidiaries party thereto, Fifth Third Bank and Bank of America (filed as Exhibit 10.1.10 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).
10.1.11	Sixth Amendment to Loan and Security Agreement, dated as of April 26, 2010, by and among ExamWorks, Inc., its subsidiaries party thereto, Fifth Third Bank and Bank of America (filed as Exhibit 10.1.11 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 13, 2010 and incorporated by reference herein).
10.1.12	Seventh Amendment to Loan and Security Agreement dated as of June 10, 2010, by and among ExamWorks, Inc. and its subsidiaries party thereto in favor of Fifth Third Bank, as the administrative agent for the lenders party thereto (filed as Exhibit 10.1.12 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 13, 2010 and incorporated by reference herein).

10.1.13

Eighth Amendment to Loan and Security Agreement, dated as of June 23, 2010, by and among ExamWorks, Inc., its subsidiaries party thereto, Fifth Third Bank, Bank of America and General Electric Capital Corporation (filed as Exhibit 10.1.13 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 13, 2010 and incorporated by reference herein).

10.1.14+

Ninth Amendment to Loan and Security Agreement, dated as of June 30, 2010, by and among ExamWorks, Inc., its subsidiaries party thereto, ExamWorks Canada, Inc., Fifth Third Bank, Bank of America and General Electric Capital Corporation (filed as Exhibit 10.1.14 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).

10.1.15 Fifth Consent Agreement to Loan and Security Agreement, dated as of August 6, 2010, by and among ExamWorks, Inc., its subsidiaries party thereto, ExamWorks Canada, Inc., Fifth Third Bank, Bank of America and General Electric Capital Corporation (filed as Exhibit 10.1.15 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).

10.1.16+	Tenth Amendment to Loan and Security Agreement, dated as of August 6, 2010, by and among ExamWorks, Inc., its subsidiaries party thereto, ExamWorks Canada, Inc., Fifth Third Bank, Bank of America and General Electric Capital Corporation (filed as Exhibit 10.1.16 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).
10.1.17	Eleventh Amendment to Loan and Security Agreement, dated as of September 1, 2010, by and among ExamWorks, Inc., its subsidiaries party thereto, Fifth Third Bank, Bank of America and General Electric Capital Corporation (filed as Exhibit 10.1.17 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).
10.1.18+	Twelfth Amendment to Loan and Security Agreement, dated as of September 7, 2010, by and among ExamWorks, Inc., its subsidiaries party thereto, ExamWorks Europe, Inc., Fifth Third Bank, Bank of America and General Electric Capital Corporation (filed as Exhibit 10.1.18 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).
10.1.19	Sixth Consent Agreement to Loan and Security Agreement, dated as of October 1, 2010, by and among ExamWorks, Inc., its subsidiaries party thereto, ExamWorks Canada, Inc., ExamWorks Europe, Inc., Fifth Third Bank, Bank of America and General Electric Capital Corporation (filed as Exhibit 10.1.19 to Amendment No. 2 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 13, 2010 and incorporated by reference herein).

50

10.1.20	Consent under Loan and Security Agreement, dated as of October 11, 2010, by and among ExamWorks, Inc., its subsidiaries party thereto, ExamWorks Canada, Inc., Fifth Third Bank, Bank of America and General Electric Capital Corporation (filed as Exhibit 10.1.20 to Amendment No. 2 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 13, 2010 and incorporated by reference herein).
10.2.1++	Amended and Restated 2008 Stock Incentive Plan of the Registrant, effective as of July 12, 2010 (filed as Exhibit 10.2.1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 13, 2010 and incorporated by reference herein).
10.2.2++	Form of Stock Option Award Agreement (filed as Exhibit 10.2.2 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 13, 2010 and incorporated by reference herein).
10.2.3++	Form of Restricted Share Unit Award Agreement (filed as Exhibit 10.2.3 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 13, 2010 and incorporated by reference herein).
10.2.4++	Form of Restricted Share Award Agreement (filed as Exhibit 10.2.4 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 13, 2010 and incorporated by reference herein).
10.2.5++	First Amendment to ExamWorks Group, Inc. Amended and Restated 2008 Stock Incentive Plan (filed as Exhibit 10.1 to Form 8-K filed with the Securities and Exchange Commission on August 8, 2011 and incorporated by reference herein).

10.3.1	Stockholders’ Agreement, dated July 14, 2008, by and among ExamWorks Holdings, LLLP, the stockholders party thereto and ExamWorks, Inc. (filed as Exhibit 10.3.1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 13, 2010 and incorporated by reference herein).
10.3.2	Amendment to Stockholders’ Agreement, effective as of July 14, 2008, by and between ExamWorks Holdings, LLLP and ExamWorks, Inc. (filed as Exhibit 10.3.2 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 13, 2010 and incorporated by reference herein).

10.3.3	Second Amendment to Stockholders’ Agreement, dated as of March 12, 2010, by and among ExamWorks Inc., ExamWorks Holdings, LLLP and the stockholders party thereto (filed as Exhibit 10.3.3 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 13, 2010 and incorporated by reference herein).
10.4	Form of Warrant to purchase Common Stock, dated May 7, 2010 (filed as Exhibit 10.4 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).
10.5	Registration Rights Agreement, dated May 7, 2010, by and among ExamWorks, Inc., Broadband Capital Management LLC and the officers and employees of Broadband Capital Management LLC party thereto (filed as Exhibit 10.5 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 13, 2010 and incorporated by reference herein).
10.6	Form of Investor Rights Agreement between ExamWorks, Inc. and the investors party thereto (filed as Exhibit 10.6 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 13, 2010 and incorporated by reference herein).
10.7	Form of Indemnification Agreement between ExamWorks, Inc. and its officers and directors (filed as Exhibit 10.7 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).
10.10	Monitoring Fee Agreement, dated July 14, 2008, by and between ExamWorks, Inc. and Compass Partners, L.L.C. (“Monitoring Fee Agreement”) (filed as Exhibit 10.10 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).
10.11	Letter Agreement Re: Monitoring Fee Agreement, dated May 29, 2009 (filed as Exhibit 10.11 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).

51

10.12 Amendment to Monitoring Fee Agreement, dated January 7, 2010 (filed as Exhibit 10.12 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).

10.13	Letters to RedRidge regarding engagement agreement and increases to the Company’s existing credit (filed as Exhibit 10.13 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).
10.14	Form of due diligence letter with RedRidge (filed as Exhibit 10.14 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).
10.15++	Consulting Agreement, dated July 14, 2008, by and between CFO Medical Services, Inc. and Edward M. Decter, M.D. (filed as Exhibit 10.15 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).

10.16++	Consulting Agreement, dated July 14, 2008, by and between CFO Medical Services, Inc. and Steven G. Robbins, M.D. (filed as Exhibit 10.16 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).
10.17++	Administrative Services and Support Agreement, dated July 14, 2008, by and between CFO Medical Services, Inc. and Edward M. Decter, M.D. (filed as Exhibit 10.17 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).
10.18++	Administrative Services and Support Agreement, dated July 14, 2008, by and between CFO Medical Services, Inc. and Steven G. Robbins, M.D. (filed as Exhibit 10.18 to Amendment No. 1 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2010 and incorporated by reference herein).
10.19.1	Credit Agreement, dated as of October 11, 2010, among ExamWorks Group, Inc., a Delaware corporation, the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., in its capacity as administrative agent (filed as Exhibit 10.19 to Amendment No. 2 to ExamWorks’ Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 13, 2010 and incorporated by reference herein).
10.19.2	First Amendment and Consent Agreement dated as of May 6, 2011, by and among ExamWorks Group, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the Guarantors and Lenders party thereto, amending Credit Agreement dated as of October 10, 2010 (filed as Exhibit 10.1 to Form 8-K filed with the Securities and Exchange Commission on May 10, 2011 and incorporated by reference herein).
10.19.3	Second Amendment to Credit Agreement, dated as of July 7, 2011, by and among ExamWorks Group, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the Guarantors and Lenders party thereto (filed as Exhibit 10.1 to Form 8-K filed with the Securities and Exchange Commission on July 11, 2011 and incorporated by reference herein).
10.19.4	Third Amendment to Credit Agreement, dated as of February 27, 2012, by and among ExamWorks Group, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the Guarantors and Lenders party thereto (filed as Exhibit 10.19.4 to Form 10-K filed with the Securities and Exchange Commission on February 29, 2012 and incorporated by reference herein).
10.19.5	Fourth Amendment to Credit Agreement and Consent dated as of August 27, 2012, by and among ExamWorks Group, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the Guarantors and Lenders party thereto, amending Credit Agreement dated as of October 10, 2010 (as amended) (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 31, 2012).
10.19.6	Fifth Amendment and Consent Agreement dated as of June 27, 2013, by and among ExamWorks Group, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the Guarantors and Lenders party thereto, amending Credit Agreement dated as of October 10, 2010 (filed as Exhibit 10.1 to Form 8-K filed with the Securities and Exchange Commission on July 28, 2013 and incorporated by reference herein).
10.19.7	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 (filed as Exhibit 10.1 to Form 8-K filed with the Securities and Exchange Commission on February 4, 2014 and incorporated by reference herein).

52

10.20 Sales Finance Agreement - Recourse Confidential Invoice Discounting Facility (UK Debts) dated May 12, 2011 by and between Barclays Bank PLC and Premex Services Limited (filed as Exhibit 10.1 to Form 8-K filed with the Securities and Exchange Commission on May 17, 2011 and incorporated by reference herein).

10.21	Amendment Letter, dated May 12, 2011, by and between Barclays Bank PLC and Premex Services Limited (filed as Exhibit 10.2 to Form 8-K filed with the Securities and Exchange Commission on May 17, 2011 and incorporated by reference herein).
10.22	Amendment Letter, dated June 28, 2013, by and among Premex Services Limited, Premex Services (Liverpool) Ltd and Barclays Bank PLC, amending Sales Finance Agreement dated May 12, 2011 (filed as Exhibit 10.2 to Form 8-K filed with the Securities and Exchange Commission on July 28, 2013 and incorporated by reference herein).
10.23	Sales Finance Agreement by and between UK Independent Medical Services Ltd and Barclays Bank PLC, dated September 29, 2010 (filed as Exhibit 10.23 to Form 10-K filed with the Securities and Exchange Commission on March 6, 2014 and incorporated by reference herein).
10.24	Amendment Letter, dated June 28, 2013, by and between UK Independent Medical Services Ltd and Barclays Bank PLC, amending Sales Finance Agreement dated September 30, 2010 (filed as Exhibit 10.3 to Form 8-K filed with the Securities and Exchange Commission on July 28, 2013 and incorporated by reference herein).
21.1	List of subsidiaries of the Registrant
23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm
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.

+   Confidential treatment was granted for certain portions which are omitted in the copy of the exhibit electronically filed with the SEC. The omitted information was filed separately with the SEC pursuant to our application for confidential treatment.

++ Denotes management contract or compensatory plan or arrangement.

53

SCHEDULE II

EXAMWORKS GROUP, INC.

VALUATION AND QUALIFYING ACCOUNTS

 (In thousands)

	Beginning Balance		Charged to Costs and Expenses		Deductions			Acquisitions			Ending Balance
Year ended December 31, 2012 Allowance for doubtful accounts	$	2,662	$	2,852	$	(1,370	)	$	215		$	4,359
Year ended December 31, 2013 Allowance for doubtful accounts		4,359		4,751		(1,656	)		(246	)		7,208
Year ended December 31, 2014 Allowance for doubtful accounts	$	7,208	$	5,727	$	(3,004	)	$	—		$	9,931

All financial statement schedules not listed are omitted because they are inapplicable or the requested information is shown in the financial statements of the Registrant or in the related notes to the consolidated financial statements.

54

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K for the year ended December 31, 2014 to be signed on its behalf by the undersigned, thereunto duly authorized on this 2nd day of March 2015.

EXAMWORKS GROUP, INC.
By:	/s/ J. Miguel Fernandez de Castro
	J. Miguel Fernandez de Castro
	Senior Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Richard E. Perlman	Chairman of the Board and Director	March 2, 2015
Richard E. Perlman
/s/ James K. Price	Chief Executive Officer and	March 2, 2015
James K. Price	Director (Principal Executive Officer)
/s/ J. Miguel Fernandez de Castro	Chief Financial Officer and Senior Executive	March 2, 2015
J. Miguel Fernandez de Castro	Vice President (Principal Financial and
	Accounting Officer)
/s/ Peter B. Bach	Director	March 2, 2015
Peter B. Bach
/s/ Peter M. Graham	Director	March 2, 2015
Peter M. Graham
/s/ J. Thomas Presby	Director	March 2, 2015
J. Thomas Presby
/s/ William A. Shutzer	Director	March 2, 2015
William A. Shutzer
/s/ David B. Zenoff	Director	March 2, 2015
David B. Zenoff

55

Index

	Page
ExamWorks Group, Inc. and Subsidiaries
Reports of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2013 and 2014	F-4
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2013 and 2014	F-5
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2012, 2013 and 2014	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2013 and 2014	F-7
Notes to Consolidated Financial Statements	F-8

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

ExamWorks Group, Inc.:

We have audited the accompanying consolidated balance sheets of ExamWorks Group, Inc. and subsidiaries (the Company) as of December 31, 2013 and 2014, and the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2014. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule included in Item 15(a)2. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ExamWorks Group, Inc. and subsidiaries as of December 31, 2013 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), ExamWorks Group, Inc.’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 2, 2015 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Atlanta, Georgia
March 2, 2015

F-2

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

ExamWorks Group, Inc.:

We have audited ExamWorks Group, Inc.’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). ExamWorks Group, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting (Item 9A.(b)). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, ExamWorks Group, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

ExamWorks Group, Inc. acquired Cheselden, G&L Intermediate Holdings, Assess Medical Group Pty Ltd, Ability Services Network and Expert Medical Opinions during 2014, and management excluded from its assessment of the effectiveness of ExamWorks Group, Inc.’s internal control over financial reporting as of December 31, 2014, Cheselden, G&L Intermediate Holdings, Assess Medical Group Pty Ltd, Ability Services Network and Expert Medical Opinions’ internal control over financial reporting associated with 19.6% of total assets and 6.7% of total revenues included in the consolidated financial statements of ExamWorks Group, Inc. and subsidiaries as of and for the year ended December 31, 2014. Our audit of internal control over financial reporting of ExamWorks Group, Inc. also excluded an evaluation of the internal control over financial reporting of Cheselden, G&L Intermediate Holdings, Assess Medical Group Pty Ltd, Ability Services Network and Expert Medical Opinions.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of ExamWorks Group, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2014, and our report dated March 2, 2015 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Atlanta, Georgia
March 2, 2015

F-3

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except per share amounts)

	December 31,
	2013			2014
Assets
Current assets:
Cash and cash equivalents	$	12,829		$	9,751
Accounts receivable, net		169,905			203,189
Prepaid expenses		5,785			13,805
Deferred tax assets		433			3,776
Other current assets		1,298			1,437
Total current assets		190,250			231,958
Property, equipment and leasehold improvements, net		10,950			15,726
Goodwill		369,312			495,679
Intangible assets, net		94,864			102,583
Long-term accounts receivable, less current portion		35,952			46,401
Deferred tax assets, noncurrent		21,491			29,682
Deferred financing costs, net		8,193			6,169
Other assets		1,501			1,946
Total assets	$	732,513		$	930,144
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	52,672		$	57,033
Accrued expenses		38,448			53,978
Accrued interest expense		10,431			10,667
Deferred revenue		5,795			6,402
Subordinated unsecured notes payable		318			—
Current portion of contingent earnout obligation		2,032			4,473
Current portion of working capital facilities		—			40,396
Other current liabilities		6,438			6,950
Total current liabilities		116,134			179,899
Senior unsecured notes payable		250,000			250,000
Senior secured revolving credit facility and working capital facilities, less current portion		82,970			143,853
Long-term contingent earnout obligation, less current portion		2,373			2,114
Other long-term liabilities		8,165			9,403
Total liabilities		459,642			585,269
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value; Authorized 50,000 shares; no shares issued and outstanding at December 31, 2013 and December 31, 2014		—			—
Common stock, $0.0001 par value; Authorized 250,000 shares; issued and outstanding 36,928 and 40,371 shares at December 31, 2013 and December 31, 2014, respectively		4			4
Additional paid-in capital		333,996			403,945
Accumulated other comprehensive loss		(5,937	)		(14,376	)
Accumulated deficit		(46,704	)		(36,210	)
Treasury stock, at cost; Outstanding 905 shares at December 31, 2013 and December 31, 2014		(8,488	)		(8,488	)
Total stockholders’ equity		272,871			344,875
Total liabilities and stockholders' equity	$	732,513		$	930,144

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

F-4

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

(In thousands, except per share amounts)

	For the years ended December 31,
	2012			2013			2014
Revenues	$	521,237		$	616,016		$	775,615
Costs and expenses:
Costs of revenues		344,051			405,329			497,038
Selling, general and administrative expenses		113,510			133,870			171,197
Depreciation and amortization		58,551			62,748			60,280
Total costs and expenses		516,112			601,947			728,515
Income from operations		5,125			14,069			47,100
Interest and other expenses, net:
Interest expense, net		27,968			29,531			31,977
Other (income) expense, net		(226	)		211			194
Gain on interest rate swap		(225	)		(101	)		—
Realized foreign currency loss		534			—			—
Total interest and other expenses, net		28,051			29,641			32,171
Income (loss) before income taxes		(22,926	)		(15,572	)		14,929
Provision (benefit) for income taxes		(7,987	)		(5,356	)		4,435
Net income (loss)	$	(14,939	)	$	(10,216	)	$	10,494
Comprehensive Income (Loss):
Net income (loss)	$	(14,939	)	$	(10,216	)	$	10,494
Foreign currency translation adjustments, net of tax		4,612			(9,120	)		(8,439	)
Total comprehensive income (loss)	$	(10,327	)	$	(19,336	)	$	2,055
Per share data:
Net income (loss) per share:
Basic	$	(0.44	)	$	(0.29	)	$	0.27
Diluted	$	(0.44	)	$	(0.29	)	$	0.25
Weighted average number of common shares outstanding:
Basic		34,141			35,315			38,656
Diluted		34,141			35,315			41,232

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

F-5

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity

(In thousands)

	Series A convertible preferred stock				Common stock					Treasury stock			Additional paid-in			Accumulated other comprehensive			Accumulated			Total stockholders’
	Shares		Amount		Shares			Amount		Amount			capital			income (loss)			deficit			equity
Balances at December 31, 2011		—		—		34,091			3		(7,263	)		268,162			(1,429	)		(21,549	)		237,924
Issuance of common stock for the exercise of options and warrants		—		—		303			—		—			2,258			—			—			2,258
Issuance of common stock, from treasury for acquisitions		—		—		6			—		58			27			—			—			85
Issuance of common stock for services		—		—		47			—		—			—			—			—			—
Shares recovered relating to acquisitions		—		—		(67	)		—		(896	)		—			—			—			(896	)
Share-based compensation		—		—		—			—		—			12,649			—			—			12,649
Excess tax benefit on share-based compensation		—		—		—			—		—			2,853			—			—			2,853
Net loss		—		—		—			—		—			—			—			(14,939	)		(14,939	)
Other comprehensive income:
Foreign currency translation adjustments		—		—		—			—		—			—			4,612			—			4,612
Stock repurchases under stock repurchase programs		—		—		(39	)		—		(387	)		—			—			—			(387	)
Other		—		—		—			—		—			(11	)		—			—			(11	)
Balances at December 31, 2012		—	$	—		34,341		$	3	$	(8,488	)	$	285,938		$	3,183		$	(36,488	)	$	244,148
Issuance of common stock for the exercise of options and warrants		—		—		2,297			1		—			24,261			—			—			24,262
Issuance of common stock for services		—		—		290			—		—			—			—			—			—
Share-based compensation		—		—		—			—		—			17,187			—			—			17,187
Excess tax benefit on share-based compensation		—		—		—			—		—			6,610			—			—			6,610
Net loss		—		—		—			—		—			—			—			(10,216	)		(10,216	)
Other comprehensive loss:		—		—					—		—						—
Foreign currency translation adjustments		—		—		—			—		—			—			(9,120	)		—			(9,120	)
Balances at December 31, 2013		—	$	—		36,928		$	4	$	(8,488	)	$	333,996		$	(5,937	)	$	(46,704	)	$	272,871
Issuance of common stock for the exercise of options and warrants		—		—		3,008			—		—			42,437			—			—			42,437
Issuance of common stock for services		—		—		435			—		—			—			—			—			—
Share-based compensation		—		—		—			—		—			18,225			—			—			18,225
Excess tax benefit on share-based compensation		—		—		—			—		—			9,287			—			—			9,287
Net income		—		—		—			—		—			—			—			10,494			10,494
Other comprehensive loss:
Foreign currency translation adjustments		—		—		—			—		—			—			(8,439	)		—			(8,439	)
Balances at December 31, 2014		—	$	—		40,371		$	4	$	(8,488	)	$	403,945		$	(14,376	)	$	(36,210	)	$	344,875

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

F-6

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

	For the years ended December 31,
	2012			2013			2014
Operating activities:
Net income (loss)	$	(14,939	)	$	(10,216	)	$	10,494
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Gain on interest rate swap		(225	)		(101	)		—
Depreciation and amortization		58,551			62,748			60,280
Amortization of deferred rent		(82	)		(370	)		(112	)
Share-based compensation		13,756			17,157			20,024
Excess tax benefit related to share-based compensation		(2,853	)		(6,610	)		(9,287	)
Provision for doubtful accounts		2,852			4,751			5,727
Amortization of deferred financing costs		2,190			2,191			2,317
Deferred income taxes		(21,201	)		(18,021	)		(19,546	)
Other		(31	)		—			—
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable		(24,666	)		(31,112	)		(49,437	)
Prepaid expenses and other current assets		(64	)		(552	)		(7,505	)
Accounts payable and accrued expenses		8,300			15,625			31,642
Accrued interest expense		671			(487	)		236
Deferred revenue and customer deposits		2,425			1,676			226
Other liabilities		93			(324	)		140
Net cash provided by operating activities		24,777			36,355			45,199
Investing activities:
Cash paid for acquisitions, net		(108,970	)		(3,318	)		(187,402	)
Purchases of building, equipment and leasehold improvements, net		(5,841	)		(6,544	)		(10,894	)
Working capital and other settlements for acquisitions		427			(569	)		(2,331	)
Proceeds from foreign currency net investment hedges		—			1,421			4,006
Other		—			(1,144	)		(1,542	)
Net cash used in investing activities		(114,384	)		(10,154	)		(198,163	)
Financing activities:
Borrowings under senior secured revolving credit facility		170,640			142,473			299,255
Proceeds from the exercise of options and warrants		2,258			24,261			42,437
Excess tax benefit related to share-based compensation		2,853			6,610			9,287
Net borrowings (repayments) under working capital facilities		(6,279	)		2,772			4,939
Purchases of stock for treasury		(387	)		—			—
Payment of deferred financing costs		(1,074	)		(172	)		(263	)
Repayment of subordinated unsecured notes payable		(2,193	)		(270	)		(333	)
Repayment of contingent earnout obligation		—			—			(4,362	)
Repayments under senior secured revolving credit facility		(76,000	)		(196,746	)		(200,429	)
Other		(94	)		—			(53	)
Net cash provided by (used in) financing activities		89,724			(21,072	)		150,478
Exchange rate impact on cash and cash equivalents		94			(927	)		(592	)
Net increase (decrease) in cash and cash equivalents		211			4,202			(3,078	)
Cash and cash equivalents, beginning of year		8,416			8,627			12,829
Cash and cash equivalents, end of year	$	8,627		$	12,829		$	9,751
Supplemental disclosure of noncash investing and financing activities:
Issuance of common stock for acquisitions	$	85		$	—		$	—
Supplemental disclosures of cash flow information:
Cash paid for interest	$	25,214		$	27,495		$	28,876
Cash paid for income taxes		8,913			8,967			3,510

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

F-7

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(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. Since 2008 through the date of this filing, ExamWorks completed 50 acquisitions. As of December 31, 2014, ExamWorks, Inc. operated out of 65 service centers serving all 50 United States, Canada, the United Kingdom and Australia. 

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. generally accepted accounting principles ("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 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 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 (t) to the Consolidated Financial Statements).

(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 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 $9.9 million as of December 31, 2013 and 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, principally in the U.K., that have aged longer than one year as of December 31, 2013 and 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.

(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 years ended December 31, 2012, 2013 and 2014, no individual customer accounted for more than 10% of revenues. At December 31, 2013 there was an individual customer that accounted for approximately 11% of the accounts receivable balance. At December 31, 2014, there was an individual customer that accounted for approximately 14% of the accounts receivable balance.

F-8

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

As of December 31, 2014, the Company had cash and cash equivalents totaling approximately $9.8 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $389,000 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 (“ASC 360”),  Property, Plant, and Equipment — Overall , 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 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 units' 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 2014 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 December 31, 2014. The goodwill impairment review will continue to be performed annually or 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 $654,000, $56,000 and $263,000 were incurred in the years ended December 31, 2012, 2013 and 2014, respectively.  In July 2011, the Company reduced the aggregate revolving commitments under the Senior Secured Revolving Credit Facility by $37.5 million for a maximum commitment of $262.5 million.  In conjunction with this reduction, the Company recognized debt extinguishment costs of approximately $621,000 in July 2011 for the unamortized portion of the loan costs which were recorded as other interest expense in accordance with ASC topic 470,  Debt  (“ASC 470”).    

F-9

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

Additionally, in July 2011, the Company closed a private offering of $250.0 million in aggregate principal amount of 9.0% senior notes due 2019 (“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 $6.7 million and $420,000 were incurred in the years ended December 31, 2011 and 2012, respectively.

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 $2.2 million for each of the years ended December 31, 2012, and 2013, and $2.3 million for the year ended December 31, 2014, respectively, to interest expense.

(j)                Deferred Rents

The Company entered into various leases for offices that have certain escalation clauses or other features which require rental expense to be recognized on a straight-line basis over the life of the lease. As of December 31, 2013, and 2014, the deferred rent balance was $2.0 million and $2.6 million, respectively, and is included in other current and long-term liabilities in the accompanying Consolidated Balance Sheets.

(k)               Revenue Recognition

Revenue related to IMEs, peer reviews, bill reviews, administrative support services and Medicare compliance 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 2014, the Company had $5.4 million and $4.4 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.

(l)                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.

(m)              Shipping and Handling Costs

Shipping and handling charges billed to customers are recorded as revenue; the corresponding costs are included in costs of revenues.

F-10

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(n)               Marketing and Advertising Costs

Marketing and advertising costs are expensed as incurred and amounted to $2.9 million for each of the years ended December 31, 2012 and 2013, and $3.4 million for the year ended December 31, 2014, respectively, and are included in selling, general and administrative ("SGA") expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss).

(o)               Accounting for Leases

The Company leases office space under operating lease agreements with original lease periods of up to 10 years. Certain of the lease agreements contain renewal and rent escalation provisions. Rent escalation provisions are considered in determining straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the lease property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term. Landlord allowances for improvements to leaseholds are included in property and equipment and offset by a corresponding deferred rent credit. The Company amortizes the leasehold improvements over the shorter of the life of the improvements or the lease term. The deferred rent credit is included in other liabilities (current and long term) in the accompanying Consolidated Balance Sheets and will be amortized as a reduction of rent expense over the lease term.

(p)               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.

(q)               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 years ended December 31, 2012 and 2013, the potentially dilutive securities include options, warrants, shares of restricted stock with a service restriction not yet satisfied and RSUs exercisable into 10.0 million and 8.4 million shares of common stock, respectively. For the years ended December 31, 2012 and 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.

F-11

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

The following table sets forth basic and diluted net income per share computational data for the year ended December 31, 2014 (amounts in thousands):

	Year ended December 31, 2014
Net income	$	10,494
Weighted average basic shares outstanding:
Common stock		38,656
Weighted average diluted shares outstanding:
Common stock		38,656
Dilutive securities		2,576
Total		41,232

(r)                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 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 these employee 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 employee 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 Company’s peer group median implied volatility for 2012 stock option grants, and are based upon the weighted average of the Company’s peer group median implied volatility, the Company’s mean reversion volatility and the median of the Company’s peer group’s most recent historical volatilities for 2013 and 2014 stock option grants. Expected life assumptions are based upon the “simplified” method as for those options issued from 2012 to 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.

The assumptions utilized for stock option grants during 2012, 2013 and 2014 were as follows:

	2012					2013					2014
Volatility		45.86	–	48.36	%		48.37	–	49.10	%		48.59	–	49.27	%
Expected life (years)			6.00					6.00					6.00
Risk-free interest rate		0.83	–	1.15	%		0.97	–	1.73	%		1.81	–	2.08	%
Dividend yield			—					—					—
Fair value	$	4.23	–	6.54		$	6.63	–	12.61		$	14.71	–	17.26

In 2012, the Company issued approximately 2.9 million stock option awards to employees.  The weighted average fair value of each stock option was $4.60 per option and the aggregate fair value was $13.5 million.  All of these awards vest over a three-year period with the exception of 100,000 options granted in the fourth quarter of 2012 which vest over a two year period.  Additionally, all 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 $12.0 million for the year ended December 31, 2012, of which $3.0 million was included in costs of revenues and $9.0 million was recorded in SGA expenses.

F-12

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

In 2013, the Company issued approximately 621,000 stock option awards to employees.  The weighted average fair value of each stock option was $8.55 per option and the aggregate fair value was $5.3 million.  All of these awards vest over a three-year period.  Additionally, all 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 $12.1 million for the year ended December 31, 2013, of which $2.9 million was included in costs of revenues and $9.2 million was recorded in SGA expenses.

In 2014, the Company issued approximately 630,000 stock option awards to employees.  The weighted average fair value of each stock option was $15.98 per option and the aggregate fair value was $10.1 million.  All of these awards vest over a three-year period, with the exception of approximately 43,000 awards which vest over a four-year period.  Additionally, all 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 $8.2 million for the year ended December 31, 2014, of which $2.0 million was included in costs of revenues and $6.2 million was recorded in SGA expenses.

At December 31, 2013 and 2014, the unrecognized compensation expense related to stock option awards was $10.0 million and $8.9 million, respectively, with a remaining weighted average life of 1.4 years and 1.7 years, respectively.

A summary of option activity for the years ended December 31, 2012, 2013 and 2014 follows:

	Number of options			Weighted average exercise price		Weighted average remaining contractual life (years)		Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2011		7,371,304		$	12.48
Options granted		2,933,701			10.28
Options forfeited		(552,228	)		15.28
Options exercised		(289,120	)		8.46
Outstanding at December 31, 2012		9,463,657		$	11.76
Options granted		621,100			18.16
Options forfeited		(520,139	)		15.38
Options exercised		(2,229,873	)		10.85
Outstanding at December 31, 2013		7,334,745		$	12.33
Options granted		629,775			32.72
Options forfeited		(204,348	)		20.42
Options exercised		(2,794,225	)		15.20
Outstanding at December 31, 2014		4,965.947		$	12.96		6.6	$	142,193
Exercisable at December 31, 2014		3,676,807		$	9.95		6.0	$	116,347
Expected to vest after December 31, 2014		1,095,769		$	21.54		8.3	$	21,969

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. Options expected to vest are unvested shares net of expected forfeitures. The total intrinsic value of stock options exercised was approximately $1.3 million, $26.7 million and $54.3 million during the years ended December 31, 2012, 2013 and 2014, respectively. There were approximately 4.2 million options exercisable as of December 31, 2012 with a per share weighted average exercise price of $9.62 per option and approximately 4.7 million options exercisable as of December 31, 2013 with a weighted average exercise price of $11.29 per option.

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 $662,000, $4.0 million and $8.5 million for the years ended December 31, 2012, 2013 and 2014, respectively, all of which is included in SGA expenses.

F-13

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

The following is a summary of restricted share and RSU activity for the years ended December 31, 2012, 2013 and 2014:

	Number of awards			Weighted average grant date fair value
Non-vested awards at December 31, 2011		42,423		$	13.55
Awards granted		187,270			13.73
Awards vested		(40,281	)		13.74
Awards forfeited		—			—
Non-vested awards at December 31, 2012		189,412		$	13.68
Awards granted		668,885			15.78
Awards vested		(77,513	)		13.30
Awards forfeited		(26,570	)		14.06
Non-vested awards at December 31, 2013		754,214		$	15.57
Awards granted		573,818			34.08
Awards vested		(376,753	)		17.39
Awards forfeited		(70,846	)		33.00
Non-vested awards at December 31, 2014		880,433		$	25.46

The total fair value of vested RSUs and shares of restricted stock during the years ended December 31, 2012, 2013 and 2014 was $553,000, $1.0 million and $6.6 million, respectively. At December 31, 2013 and 2014, total unrecognized compensation costs related to non-vested restricted shares and RSUs was $7.5 million and $15.6 million, respectively which is expected to be recognized over a weighted average period of 1.9 years and 1.6 years, respectively.

During the years ended December 31, 2012 and 2013, the Company recorded share-based compensation expense of $1.1 million in each year, and during the year ended December 31, 2014, the Company recorded share-based compensation expense of $3.3 million, respectively, related to annual incentive compensation plans, all of which was recorded in SGA expenses. The 2012 obligation was settled in February 2013 via the issuance of approximately 75,000 restricted stock units, and the 2013 obligation was settled in February 2014 via the issuance of approximately 83,000 shares of restricted stock. The 2014 obligation is recorded as accrued expenses in the accompanying Consolidated Balance Sheets. 

 (s)               Fair Value Measurements

In September 2006, the FASB issued authoritative guidance codified as ASC Topic 820, Fair Value Measurements and Disclosures  (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles and expands disclosure about fair value measurements.

ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into the following levels:

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterpart credit risk in its assessment of fair value.

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.

Level 3 – Unobservable inputs based on the company’s own assumptions.

F-14

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

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 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 December 31, 2014
Financial instruments:
Contingent consideration	$	—	$	—		$	(6,587	)	$	(6,587	)
Foreign currency derivative asset		—		272			—			272

 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 $1.8 million in 2014, $6.9 million was added as the result of a 2014 acquisition and, $405,000 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 $4.7 million settled as cash consideration to satisfy installments related to 2009 and 2014 acquisitions, 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, 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 remaining change is due to currency fluctuations.

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.

(t)                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 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, 2012	$	3,356		$	—		$	(173	)	$	3,183
Change during 2013:
Before-tax amount		(14,706	)		799			626			(13,281	)
Tax (expense) benefit		4,725			(316	)		(248	)		4,161
Total activity in 2013		(9,981	)		483			378			(9,120	)
Balance at December 31, 2013	$	(6,625	)	$	483		$	205		$	(5,937	)
Change during 2014:
Before-tax amount		(16,923	)		4,900			—			(12,023	)
Tax (expense) benefit		5,522			(1,938	)		—			3,584
Total activity in 2014		(11,401	)		2,962			—			(8,439	)
Balance at December 31, 2014	$	(18,026	)	$	3,445		$	205		$	(14,376	)

F-15

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(u)               Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In February 2013 the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This update amends Accounting Standards Codification (ASC) Topic 220, “Comprehensive Income,” to require reporting entities to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, reporting entities will be required to present, either on the face of the statement of operations or in the footnotes to the financial statements, significant amounts reclassified from accumulated other comprehensive income by statement of operations line item. ASU 2013-02 is effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted these provisions effective January 1, 2013 and the adoption of these provisions did not have a material impact on its financial position, results of operations and cash flows.

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 Company adopted the provisions of this ASU in the first quarter of 2014 and adoption did not have a significant impact on its financial position, results of operations and cash flows.

In November 2014, the FASB issued ASU No. 2014-17, “Business Combinations: Pushdown Accounting” (“ASU 2014-17”) which provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period as a change in accounting principle in accordance with ASC Topic 250, “Accounting Changes and Error Corrections”. If pushdown accounting is applied to an individual change-in-control event, that election is irrevocable. ASU 2014-17 also requires an acquired entity that elects the option to apply pushdown accounting in its separate financial statements to disclose information in the current reporting period that enables users of financial statements to evaluate the effect of pushdown accounting. The Company has adopted the amendments in ASU 2014-17, effective November 18, 2014, as the amendments in the update are effective upon issuance. The adoption of ASU 2014-12 did not have a material impact on the Company’s 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.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertanties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-05”) which define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Currently, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. This going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. This ASU provides guidance regarding management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern and the related footnote disclosures. The amendments are effective for the year ending December 31, 2016, and for interim periods beginning the first quarter of 2017, with early application permitted. The Company plans to adopt the provisions for the year ending December 31, 2016 and will provide such disclosures as required if there are conditions and events that raise substantial doubt about its ability to continue as a going concern. The Company currently does not expect the adoption to have a material impact on its consolidated financial statements.

F-16

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

There were various other accounting standards and interpretations issued during 2012, 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.

  (3)             Acquisitions

ExamWorks operates in a highly fragmented industry and has completed 50 acquisitions since July 14, 2008 through the date of this filing. 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)             2012 Acquisitions

In 2012, the Company completed the following individually insignificant acquisitions, as defined in SEC Regulation S-X Rule 3-05, with an aggregate purchase price of $109.5 million, comprised of $112.3 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, of which $1.3 million and $28,000 were incurred in the years ended December 31, 2012 and 2013, respectively. These amounts are reported in SGA expenses in the Company’s accompanying Consolidated Statements of Comprehensive Income (Loss). 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 (Canada)	Substantially all of the assets and assumed certain liabilities	July 12, 2012
MedHealth Holdings Pty Limited (Australia)	100% of the outstanding common stock	August 31, 2012
PMG (United States)	100% of the outstanding common stock	December 19, 2012

F-17

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

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

	Preliminary purchase price allocation December 31, 2012			Adjustments/ reclassifications			Final purchase price allocation December 31, 2013
Equipment and leasehold improvements		850			—			850
Customer relationships		44,413			—			44,413
Tradename		11,901			—			11,901
Covenants not to compete		313			—			313
Technology		666			—			666
Goodwill		60,373			5,606			65,979
Net deferred tax liability associated with step-up in book basis		(9,610	)		(5,836	)		(15,446	)
Assets acquired and liabilities assumed, net		269			580			849
Totals		109,175			350			109,525

In 2013, the Company finalized the purchase price allocation and recorded adjustments to working capital resulting in an increase in total consideration paid of $350,000. Additionally, the Company recorded adjustments relating to the final estimated tax values associated with foreign tax limitations. Goodwill of $59.1 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 foreign tax credit limitations.

(b)               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 $83,000, all of which were incurred in the year ended December 31, 2013. These amounts are reported in SGA expenses in the Company’s accompanying Consolidated Statements of Comprehensive Income (Loss). These acquisitions enhanced the service offering 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 final allocation of consideration for these acquisitions is summarized as follows (in thousands):

	Preliminary purchase price allocation December 31, 2013		Adjustments/ reclassifications			Final purchase price allocation December 31, 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

In 2014, the Company finalized the purchase price allocation and recorded adjustments to contingent consideration resulting in a decrease in total consideration paid of $373,000. Goodwill of $2.8 million and other intangible assets of $3.9 million are expected to be deductible for U.S. federal income tax purposes.

F-18

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(c)                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 $194.7 million, comprised of $188.9 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 $1.6 million, of which $569,000 and $1.0 million was incurred in the years ended December 31, 2013 and 2014, respectively. 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.

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
Expert Medical Opinions (United States)	Substantially all of the assets and assumed certain liabilities	August 22, 2014

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

	Preliminary purchase price allocation December 31, 2014
Equipment and leasehold improvements	$	886
Customer relationships		50,216
Tradename		10,342
Covenants not to compete		590
Technology		1,870
Goodwill		136,034
Net deferred tax liability associated with step-up in book basis		(9,041	)
Assets acquired and liabilities assumed, net		3,785
Total	$	194,682

Goodwill of $116.5 million and other intangible assets of $36.7 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 foreign tax credit 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 2014 acquisitions contributed $63.9 million in revenues and $2.0 million in operating losses, respectively, for the year ended December 31, 2014.

(d)               Pro forma Financial Information

The following unaudited pro forma results of operations for the years ended December 31, 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 years ended December 31, 2013 and 2014, the pro forma results include adjustments to reflect interest expense of $(3.3) million and $103,000, respectively, associated with the termination of prior debt instruments and 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 $17.7 million and $3.4 million for the years ended December 31, 2013 and 2014, respectively.  Finally, adjustments of $7.3 million and $5.6 million were made to reduce SGA expenses for the years ended December 31, 2013 and 2014, respectively, principally related to certain salary and other personal  expenses attributable to the previous owners and employees 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.

F-19

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

	Years ended December 31,
	2013			2014
	(In thousands, except per share data)
Pro forma revenues	$	707,064		$	798,337
Pro forma net income (loss)		(10,144	)		10,900
Pro forma net income (loss) per share - basic	$	(0.29	)	$	0.28
Pro forma net income (loss) per share - diluted	$	(0.29	)	$	0.26

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 2014, consist of the following (in thousands):

	Estimated useful lives				December 31,
	(years)				2013		2014
Building			15		$	600	$	2,553
Computer and office equipment			3			19,551		19,160
Furniture and fixtures		3	to	5		3,364		4,274
Leasehold improvements			Lease term			3,251		4,836
						26,766		30,824
Less accumulated depreciation and amortization						15,816		15,098
Totals					$	10,950	$	15,726

Depreciation expense was $5.5 million, $5.7 million and $6.5 million for the years ended December 31, 2012, 2013 and 2014, respectively.

 (5)              Goodwill and Intangible Assets

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

	United					United
	States		Canada			Kingdom			Australia			Total
Balance at December 31, 2012	$	266,521	$	21,041		$	36,118		$	46,463		$	370,143
Goodwill acquired during the year		350		—			2,674			—			3,024
Adjustments to prior year acquisitions		6,199		—			—			(592	)		5,607
Effect of foreign currency translation		—		(1,762	)		801			(8,501	)		(9,462	)
Balance at December 31, 2013		273,070		19,279			39,593			37,370			369,312
Goodwill acquired during the year		128,426		—			1,640			5,968			136,034
Adjustments to prior year acquisitions		64		—			(324	)		—			(260	)
Effect of foreign currency translation		—		(2,101	)		(2,555	)		(4,751	)		(9,407	)
Balance at December 31, 2014	$	401,560	$	17,178		$	38,354		$	38,587		$	495,679

(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.

F-20

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

Intangible assets at December 31, 2013 and 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

					December 31, 2014
	Estimated useful lives (months)				Gross carrying amount		Accumulated amortization			Net carrying value
Amortizable intangible assets:
Customer relationships		40	to	60	$	244,211	$	(167,943	)	$	76,268
Tradenames		45	to	84		68,264		(45,901	)		22,363
Covenants not to compete			36			6,761		(4,116	)		2,645
Technology		24	to	40		9,188		(7,881	)		1,307
Totals					$	328,424	$	(225,841	)	$	102,583

The aggregate intangible amortization expense was $53.0 million, and $57.0 million and $53.8 million for the years ended December 31, 2012, 2013 and 2014, respectively. The estimated future amortization expense of intangible assets is as follows (in thousands):

	Amount
Years ended December 31:
2015	$	46,827
2016		33,363
2017		20,625
2018		1,382
2019		386
Total	$	102,583

(6)               Accrued Expenses

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

	December 31,
	2013		2014
Accrued compensation and benefits	$	9,056	$	15,041
Accrued selling and professional fees		4,317		4,202
Accrued income, value added and other taxes		17,164		26,576
Accrued medical panel fees		3,460		4,391
Other accrued expenses		4,451		3,768
Totals	$	38,448	$	53,978

F-21

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(7)               Stockholders’ Equity

(a) 2012 Transactions

During the year ended December 31, 2012, the Company issued approximately 282,000 shares of common stock to settle stock options exercised during the year.

During the year ended December 31, 2012, the Company issued approximately 21,000 shares of common stock to settle warrants exercised during the period.

During the year ended December 31, 2012, the Company issued approximately 9,000 shares of common stock to settle vested restricted stock units granted in the prior year to an outside consultant as compensation for services to be provided during the year.  The Company recorded the expense related to these awards in SGA expenses over the requisite service period.

During the year ended December 31, 2012 the Company issued approximately 39,000 shares of restricted stock with an estimated fair value of $455,000 to the members of the Board of Directors as compensation for services to be provided in the upcoming year.  The Company will record the expense related to these awards in SGA expenses over the one-year service period.

During the year ended December 31, 2012, in connection with the post-acquisition performance provisions of a 2010 acquisition agreement, the Company recovered approximately 67,000 shares of its common stock with a value of $896,000. These shares of common stock are held as treasury shares as of December 31, 2012.

During the year ended December 31, 2012, the Company repurchased approximately 39,000 shares of common stock under the share repurchase program.  These shares were repurchased at an average cost of $9.91 per share for a total cost of $387,000.

During the year ended December 31, 2012, the Company reissued, from treasury, approximately 6,000 shares of common stock, with a fair value of $85,000, to fund the stock consideration of an acquisition completed in July 2012.

(b) 2013 Transactions

During the year ended December 31, 2013, the Company issued approximately 2.2 million shares of common stock to settle stock options exercised during the year.

During the year ended December 31, 2013, the Company issued approximately 60,000 shares of common stock to settle warrants exercised during the period.

During the year ended December 31, 2013, the Company issued approximately 231,000 shares of restricted stock with a fair value of $3.2 million to certain officers and employees for services to be provided during the next three years. The Company is recording the expense related to these awards in SGA expenses over the requisite service period.

During the year ended December 31, 2013, the Company issued approximately 37,000 shares of common stock to settle vested restricted stock units granted in early 2013 as compensation to certain employees for services provided in the year ended December 31, 2012. The Company recorded the expense related to these awards in SGA expenses over the requisite service period.

During the year ended December 31, 2013, the Company issued approximately 2,000 shares of common stock to settle vested restricted stock units granted in a prior year to an outside consultant as compensation for services to be provided during the year.  The Company recorded the expense related to these awards in SGA expenses over the requisite service period.

During the year ended December 31, 2013 the Company issued approximately 20,000 shares of restricted stock with an estimated fair value of $485,000 to the members of the Board of Directors as compensation for services to be provided in the upcoming year.  The Company will record the expense related to these awards in SGA expenses over the one-year service period.

(c) 2014 Transactions

During the year ended December 31, 2014, the Company issued approximately 2.8 million shares of common stock to settle stock options exercised during the year.

F-22

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

During the year ended December 31, 2014, the Company issued approximately 204,000 shares of common stock to settle warrants exercised during the period.

During the year ended December 31, 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 expense related to these awards in SGA expenses over the requisite service period.

During the year ended December 31, 2014, the Company issued approximately 16,000 shares of restricted stock with a fair value of $555,000 to members of the Board of Directors as compensation for services to be provided during the next year. The Company records the expenses related to these awards in SGA expenses over the requisite service period.

During the year ended December 31, 2014, the Company issued approximately 238,000 shares of common stock to settle vested restricted stock units whose restrictions were lifted during the year. The Company recorded the expense related to these awards in SGA expenses over the requisite service period.

During the year ended December 31, 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.

Repurchased shares of the Company’s common stock are held as treasury shares until they are reissued or retired. When the Company reissues treasury stock, if the value of the transaction is greater than the average price paid to acquire the shares, an increase in additional paid-in capital is recorded. Conversely, if the value of the transaction is less than the average price paid to acquire the shares, a decrease is recorded to additional paid-in capital to the extent of increases previously recorded for similar transactions, and a decrease is recorded in retained earnings for any remaining amount. During the year ended December 31, 2014, the Company did not repurchase any shares under the share repurchase program. As of December 31, 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 previous and existing revolving credit facilities contain 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 $238,000, $298,000 and $426,000 in fees, respectively, pertaining to acquisition-related work performed during the years ended December 31, 2012, 2013 and 2014, respectively. P&P Investment, LLC (“P&P”), a company owned by Richard Perlman and James Price, the Chairman and Chief Executive Officer, respectively, of the Company, are minority owners of RedRidge. P&P, Mr. Perlman and Mr. Price had 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 Richard Perlman, the Company's Executive Chairman. Pursuant to the lease, which ran from April 1, 2010 through June 30, 2014 and continuing on a month to month basis thereafter, 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 year ended December 31, 2012, 2013 and 2014, the Company made rental and related payments to Compass of $124,000, $151,000 and $97,000, respectively. As of November 15, 2014, the Company no longer leases space from Compass.

(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.

F-23

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

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

	Amount
Years ended December 31:
2015	$	13,249
2016		11,143
2017		9,452
2018		7,772
2019		5,186
Thereafter		4,886
Total	$	51,688

Related rent expense was $9.7 million, $12.5 million and $17.0 million for the years ended December 31, 2012, 2013 and 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 years ended December 31, 2012, 2013 and 2014, the Company recorded $529,000, $571,000 and $970,000 respectively, in compensation expense related to these plans.

(10)             Long-Term Debt

	December 31,
	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		143,853
Working capital facilities, Barclays (c)		37,943		40,396
Various subordinated unsecured notes payable; maturing at various dates from 2011 through 2014 (d)		318		—
		333,288		434,249
Less current portion		318		40,396
	$	332,970	$	393,853

(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.

F-24

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

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 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.

F-25

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

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 $3,000,000 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 December 31, 2014, the Company had $143.9 million outstanding under the Senior Secured Revolving Credit Facility, bearing interest at a rate of LIBOR plus 3.00%, resulting in $118.6 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 December 31, 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 December 31, 2014, UKIM had $7.7 million outstanding under the working capital facility, resulting in approximately $86,000 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 December 31, 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 December 31, 2014, Premex had $32.7 million outstanding under the working capital facility, resulting in approximately $8.5 million in availability.

F-26

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(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. Five notes payable totaling $4.4 million bore interest at 6%, and were payable quarterly with amounts ranging between $50,000 and $76,000, with maturity dates ranging from August 2011 through March 2013. The remaining balance of the notes payable, $2.5 million, were noninterest bearing and payable annually with amounts ranging between $250,000 and $750,000, maturing in 2014. The Company made principal payments totaling $333,000 during the year ended December 31, 2014, fully settling its obligations under these instruments.

As of December 31, 2014, future maturities of long-term debt were as follows (in thousands):

	Amount
Years ended December 31:
2015	$	40,396
2016		143,853
2017		—
2018		—
2019		250,000
Thereafter		—
Total	$	434,249

(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 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% with a notional amount of $4.8 million as of December 31, 2012. The interest rate swap agreement 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 at December 31, 2012, and 2013 of $225,000 and $101,000 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 2013 and 2014 years and received $1.4 million and $4.0 million, respectively in net proceeds. This amount was classified in accumulated other comprehensive income 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, 2014, the Company had a net asset of $272,000 recorded in other current assets with the offsetting net unrealized gain being recorded in accumulated other comprehensive loss in its Consolidated Balance Sheets associated with open forward foreign currency contracts which matured in January of 2015.

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

F-27

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

(12)           Income Taxes

The components of the expense (benefit) for income taxes for the years ended December 31, 2012, 2013 and 2014 were as follows (in thousands):

	December 31,
	2012			2013			2014
Current:
Federal	$	6,719		$	5,145		$	16,081
State		2,547			1,340			2,131
Foreign		3,949			6,180			5,769
		13,215			12,665			23,981
Deferred:
Federal		(13,285	)		(10,026	)		(13,175	)
State		(2,857	)		(2,156	)		(1,291	)
Foreign		(5,059	)		(5,839	)		(5,080	)
Total		(21,201	)		(18,021	)		(19,546	)
Expense (Benefit) for income taxes	$	(7,987	)	$	(5,356	)	$	4,435

Deferred taxes result from temporary differences between the bases of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. The sources of the temporary differences and their effect on deferred tax assets and liabilities as of December 31, 2013 and 2014 were as follows (in thousands):

	December 31,
	2013						2014
	Current			Noncurrent			Current			Noncurrent
Deferred tax assets:
Allowance for doubtful accounts	$	2,784		$	—		$	3,607		$	—
Basis difference of intangible assets		—			6,220			—			7,623
Net operating loss carryforwards		—			489			—			2,334
Share-based compensation		—			10,930			—			10,462
Foreign currency translation		—			4,221			—			7,805
Tax credits		—			—			—			683
Other deferred tax assets		476			991			816			1,087
Total deferred tax assets		3,260			22,851			4,423			29,994
Deferred tax liabilities:
Basis difference of property and equipment		—			(1,194	)		—			(227	)
Cash to accrual adjustments		(2,426	)		(166	)		(166	)		—
Other deferred tax liabilities		(401	)		—			(481	)		(85	)
Total deferred tax liabilities		(2,827	)		(1,360	)		(647	)		(312	)
Net deferred tax assets	$	433		$	21,491		$	3,776		$	29,682

F-28

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

The reconciliation of income tax computed at the U.S. federal statutory rate to income tax expense (benefit) for the years ended December 31, 2012, 2013 and 2014 were as follows (in thousands):

	December 31,
	2012			2013			2014
Expected tax expense (benefit)	$	(8,024	)	$	(5,450	)	$	5,225
Increase (decrease) in income taxes resulting from:
State income taxes, net of federal benefit		(770	)		(694	)		712
Non-deductible items		274			240			896
Foreign tax rates		551			433			(2,587	)
Other		(18	)		115			189
Income tax expense (benefit)	$	(7,987	)	$	(5,356	)	$	4,435

For the year ended December 31, 2012, the Company generated $30.8 million of U.S. federal taxable income and utilized $12.9 million in NOLs from the 2011 year.  For the year ended December 31, 2012 the Company utilized AMT credits of $171,000 to offset its U.S. federal tax liabilities. During the year ended December 31, 2012, the Company generated an additional $3.1 million in foreign tax credits related to income taxes payable at certain of its businesses located in the U.K. and Australia and utilized $2.7 million in foreign tax credits to offset its current tax liability.  Additionally, in 2012 the Company utilized $7.9 million of option related tax benefits, and reduced its income taxes payable by $2.9 million, for excess tax benefits, of which was recorded to additional paid in capital. 

For the year ended December 31, 2013, the Company generated $30.2 million of U.S. federal taxable income and utilized $1.4 million in acquired NOLs from the 2012 year.  Additionally, during the year ended December 31, 2013, the Company generated an additional $3.6 million in foreign tax credits related to income taxes payable at certain of its businesses located in the U.K. and Australia and utilized $3.3 million in foreign tax credits to offset its current tax liability.  Additionally, in 2013 the Company utilized $19.2 million of option related tax benefits, reducing its income taxes payable by $7.6 million, for excess tax benefits, which was recorded to additional paid in capital.

For the year ended December 31, 2014, the Company generated an estimated $41.2 million of U.S. federal taxable income and utilized $1.5 million of acquired net operating losses.  Additionally, during the year ended December 31, 2014, the Company generated an additional estimated $6.0 million in foreign tax credits related to income taxes payable at certain of its businesses located in the U.K. and Australia all of which were used to offset its current tax liability.  Additionally, in 2014 the Company utilized $39.5 million of option related tax benefits, reducing its income taxes payable by $15.6 million, for excess tax benefits, $9.3 million of  which was recorded to additional paid in capital and the remainder, $6.3 million is in a suspended APIC pool. As of December 31, 2014, the Company had $11.3 million in state NOLs, which expire between 2028 and 2033, and $3.3 million in foreign NOLs, which expire between 2029 and 2031, to offset future taxable income. The Company completed an analysis of projected future taxable income and determined that all deferred tax assets, including net operating loss carryforwards and tax credit carryforwards are more likely than not to be realized in the foreseeable future.

As a result of certain realization requirements of ASC 718, the table of deferred tax assets and liabilities does not include certain deferred tax assets as of December 31, 2014 that arose directly from (or the use of which was postponed by) tax deductions related to equity compensation that are greater than the compensation recognized for financial reporting. Equity will be increased by $6.3 million if and when such deferred tax assets are ultimately realized. The Company uses ASC 740 ordering when determining when excess tax benefits have been realized.

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.

F-29

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

The following table summarizes the activity related to the unrecognized tax benefits for the years ended December 31, 2013 and 2014 (in thousands): 

Balance at January 1, 2013	$	327
Increase to prior year tax positions		28
Increase to current year tax positions		—
Expiration of the statute of limitations for the assessment of taxes		—
Decrease related to settlements		—
Balance at December 31, 2013		355
Increase to prior year tax positions		1,238
Increase to current year tax positions		—
Expiration of the statute of limitations for the assessment of taxes		—
Decrease related to settlements		—
Balance at December 31, 2014	$	1,593

The Company is no longer subject to U.S. federal income or state tax return examinations by tax authorities for tax years before 2010 and 2009, 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. The Company has not, nor does it anticipate the need to repatriate cash to the U.S. to satisfy domestic liquidity needs in the ordinary course of business, or to satisfy domestic debt service requirements. 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 Topic 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 years ended December 31,
	2012		2013		2014
IME and other related services (1)	$	476,847	$	567,070	$	674,229
Peer and bill reviews, Medicare compliance and case management services (1)		44,390		48,946		101,386
Total revenues	$	521,237	$	616,016	$	775,615

(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 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.

F-30

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

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

	United						United
	States			Canada			Kingdom			Australia			Total
2012
Revenues	$	340,200		$	27,595		$	131,278		$	22,164		$	521,237
Segment profit		44,515			4,942			24,810			5,522			79,789
Depreciation and amortization expense		34,338			8,381			12,341			3,491			58,551
Capital expenditures		(5,071	)		(164	)		(564	)		(42	)		(5,841	)
Total assets (3)		398,163			42,223			196,365			103,750			740,501
Long-lived assets (3)		337,831			34,919			99,140			94,291			566,181
2013
Revenues	$	374,817		$	31,131		$	143,418		$	66,650		$	616,016
Segment profit		46,934			5,137			29,439			15,951			97,461
Depreciation and amortization expense		31,787			9,518			11,566			9,877			62,748
Capital expenditures		(3,197	)		(19	)		(1,781	)		(1,547	)		(6,544	)
Total assets (3)		396,635			30,061			221,681			84,136			732,513
Long-lived assets (3)		315,748			23,056			100,796			72,979			512,579
2014
Revenues	$	468,419		$	32,889		$	189,755		$	84,552		$	775,615
Segment profit		76,065			4,673			32,921			18,481			132,140
Depreciation and amortization expense		34,302			2,824			12,048			11,106			60,280
Capital expenditures		(7,687	)		(37	)		(1,254	)		(1,916	)		(10,894	)
Total assets (3)		577,974			25,807			239,260			87,103			930,144
Long-lived assets (3)		473,800			18,178			96,635			73,721			662,334

(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.

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

	2012			2013			2014
Segment Profit	$	79,789		$	97,461		$	132,140
Depreciation and amortization		(58,551	)		(62,748	)		(60,280	)
Share-based compensation expense		(13,756	)		(17,157	)		(20,024	)
Acquisition related transaction costs		(1,655	)		(2,134	)		(3,535	)
Other expenses		(702	)		(1,353	)		(1,201	)
Income from operations	$	5,125		$	14,069		$	47,100

(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 2014, and for the three years ended December 31, 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. On August 31, 2012, the Company acquired 100% of the outstanding common stock of MedHealth Holdings Pty Limited ("MedHealth"), an Australian entity. In connection with this acquisition, the Company formed a new Delaware holding company, ExamWorks AP, Inc. (“ExamWorks AP”). ExamWorks AP was added to the Indenture as a guarantor of the Senior Unsecured Notes and is a direct subsidiary of the Company.

F-31

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

 Condensed Consolidating Statement of Operations

for the year ended December 31, 2012

(In thousands)

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			ExamWorks Group, Inc. (Parent Corporation)			Consolidation and Elimination Entries		Consolidated Totals
Revenues	$	340,200		$	181,037		$	—		$	—	$	521,237
Costs and expenses:
Costs of revenues		241,281			102,770			—			—		344,051
Selling, general and administrative expenses		60,255			53,255			—			—		113,510
Depreciation and amortization		34,339			24,212			—			—		58,551
Total costs and expenses		335,875			180,237			—			—		516,112
Income from operations		4,325			800			—			—		5,125
Interest and other expenses, net		24,411			3,640			—			—		28,051
Loss before income taxes		(20,086	)		(2,840	)		—			—		(22,926	)
Provision (benefit) for income taxes		(10,320	)		2,333			—			—		(7,987	)
Net loss before earnings of consolidated subsidiaries	$	(9,766	)	$	(5,173	)	$	—		$	—	$	(14,939	)
Net income (loss) of consolidated subsidiaries		(5,173	)		—			(5,173	)		10,346		—
Net income (loss)	$	(14,939	)	$	(5,173	)	$	(5,173	)	$	10,346	$	(14,939	)

Condensed Consolidating Statement of Operations

for the year ended December 31, 2013

(In thousands)

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

F-32

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

Condensed Consolidating Statement of Operations

for the year ended December 31, 2014

(In thousands)

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

F-33 

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

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
Other receivables		—		—		—		—			—
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, less current portion		—		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
Deferred tax liability, noncurrent		—		—		—		—			—
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

F-34

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

Condensed Consolidating Balance Sheet as of December 31, 2014

(In thousands)

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

F-35

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

Condensed Consolidating Statement of Cash Flows for the year ended December 31, 2012

(In thousands)

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			ExamWorks Group, Inc. (Parent Corporation)			Consolidation and Elimination Entries		Consolidated Totals
Net cash provided by operating activities	$	18,131		$	6,646		$	—		$	—	$	24,777
Investing activities:
Cash paid for acquisitions, net		(12,378	)		(96,592	)		—			—		(108,970	)
Purchases of equipment and leasehold improvements, net		(5,071	)		(770	)		—			—		(5,841	)
Working capital and other settlements for acquisitions		(857	)		1,284			—			—		427
Intercompany investments and other					—						—		—
Net cash used in investing activities		(18,306	)		(96,078	)		—			—		(114,384	)
Financing activities:
Borrowings under senior secured revolving credit facility		—			—			170,640			—		170,640
Proceeds from the exercise of options and warrants					—			2,258					2,258
Excess tax benefit related to share-based compensation					—			2,853					2,853
Net repayments of working capital facilities					(6,279	)		—					(6,279	)
Purchases of stock for treasury					—			(387	)				(387	)
Payment of deferred financing costs					—			(1,074	)				(1,074	)
Repayment of subordinated unsecured notes payable		(2,193	)		—			—			—		(2,193	)
Repayment under senior secured revolving credit facility		—			—			(76,000	)		—		(76,000	)
Intercompany notes and investments and other		449			97,747			(98,290	)		—		(94	)
Net cash provided by (used in) financing activities		(1,744	)		91,468			—			—		89,724
Exchange rate impact on cash and cash equivalents		—			94			—			—		94
Net increase (decrease) in cash and cash equivalents		(1,919	)		2,130			—			—		211
Cash and cash equivalents, beginning of year		6,044			2,372			—			—		8,416
Cash and cash equivalents, end of year	$	4,125		$	4,502		$	—		$	—	$	8,627

F-36

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

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

(In thousands)

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

F-37

EXAMWORKS GROUP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2012, 2013 and 2014

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

(In thousands)

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

F-38

EX-21.1

Exhibit 21.1

ExamWorks Group, Inc.

The following table lists the direct and indirect subsidiaries of ExamWorks Group, Inc.

	Jurisdiction of
	Incorporation or
Name	Organization
ExamWorks, Inc.	Delaware
Southwest Medical Examination Services, Inc.	Texas
Diagnostic Imaging Institute, Inc.	Texas
Pacific Billing Services, Inc.	Texas
Marquis Medical Administrators, Inc.	New York
IME Software Solutions, LLC	Michigan
ExamWorks Review Services, LLC	Delaware
ExamWorks Evaluations of New York, LLC	New York
Network Medical Review Company, Ltd.	Illinois
MES Group, Inc.	Michigan
Medical Evaluation Specialists, Inc.	Michigan
MES Management Services, Inc.	New York
Lone Star Consulting Services, Inc.	Texas
DDA Management Services, LLC	New York
CalMed Evaluation Services, LLC	Delaware
MLS Group of Companies, Inc.	Michigan
Medicolegal Services, LLC	Delaware
IME Resources, LLC	Delaware
CredentialMed, LLC	Delaware
Nexworks, LLC	Delaware
Verity Administrators, Inc.	Delaware
ExamWorks Clinical Solutions Holdings, Inc.	Delaware
ExamWorks Clinical Solutions, LLC	Delaware
Gould & Lamb Trust Company, LLC	Florida
National Institute for Medicare and Medicaid Education, LLC	Florida
Reliable RS, LLC	Delaware
LM Exams, LLC	Delaware
ExamWorks Canada, Inc.	Delaware
SOMA Medical Assessments Corp.	Ontario, Canada
Direct IME Corp.	Ontario, Canada
North York Rehabilitation Centre Corp.	Ontario, Canada
Capital Vocational Specialists Corp.	Ontario, Canada
Makos Health Associates Corp.	Ontario, Canada
IMA Resources Corp.	Ontario, Canada
ExamWorks Europe, Inc.	Delaware
ExamWorks UK Ltd	England and Wales
UK Independent Medical Services Limited	England and Wales
UK Legal Funding Solutions Ltd	England and Wales
Legal Evolve Limited	England and Wales
Axis Costs Limited	England and Wales
UK Legal Imaging Services Limited	England and Wales
Premex Group Limited	England and Wales
Premex Services Limited	England and Wales
Premex Document Management Limited	England and Wales
Premex Insight Limited	England and Wales
Premex Services (Liverpool) Limited	England and Wales
Howarth Medical Reporting Services Limited	England and Wales
Premex Properties Limited	England and Wales
3d Risk Solutions Limited	England and Wales
3d Rehabilitation Limited	England and Wales
Premex Rehabilitation Limited	England and Wales
Micrah Services Limited	England and Wales
AGS Risk Limited	England and Wales
Premex Limited	England and Wales
Cheselden Limited	England and Wales
Cheselden Continuing Care Limited	England and Wales
Cheselden Law Limited	England and Wales
ExamWorks AP, Inc.	Delaware
EW Pacific Pty Ltd	Victoria, Australia
MedHealth Holdings Pty Limited	Victoria, Australia
MedHealth Pty Limited	Victoria, Australia
Next Health Pty Ltd	New South Wales, Australia
CaseWorks Australia Pty Ltd	Victoria, Australia
Assess Medical Group Pty Ltd	Victoria, Australia

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

ExamWorks Group, Inc.:

We consent to the incorporation by reference in the registration statements (No. 333-170487 and No. 333-177994) on Form S-8 of ExamWorks Group, Inc. of our reports dated March 2, 2015, with respect to the consolidated balance sheets of ExamWorks Group, Inc. as of December 31, 2013 and 2014, and the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2014, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2014, which reports appear in the December 31, 2014 annual report on Form 10-K of ExamWorks Group, Inc.

Our report dated March 2, 2015, on the effectiveness of internal control over financial reporting as of December 31, 2014, contains an explanatory paragraph that states the Cheselden, G&L Intermediate Holdings, Assess Medical Group Pty Ltd, Ability Services Network and Expert Medical Opinions acquisitions completed in 2014 were excluded from management’s assessment. The total assets and revenues of these entities represented approximately 19.6% and 6.7%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2014.

/s/ KPMG LLP

Atlanta, Georgia

March 2, 2015

EX-31.1

Exhibit 31.1

CERTIFICATION

I, James K. Price, certify that:

1.	I have reviewed this annual report on Form 10-K of ExamWorks Group, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
		(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 2, 2015
	/s/ James K. Price
	James K. Price
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, J. Miguel Fernandez de Castro, certify that:

1. I have reviewed this annual report on Form 10-K of ExamWorks Group, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
		(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 2, 2015
	/s/ J. Miguel Fernandez de Castro
	J. Miguel Fernandez de Castro
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATIONS

Pursuant to 18 U.S.C. Section 1350

Each of the undersigned hereby certifies that to his knowledge the Annual Report on Form 10-K for the fiscal year ended December 31, 2014 of ExamWorks Group, Inc. (the “Company”) filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James K. Price
Name:	James K. Price
Title:	Chief Executive Officer
Date:	March 2, 2015
/s/ J. Miguel Fernandez de Castro
Name:	J. Miguel Fernandez de Castro
Title:	Chief Financial Officer
Date:	March 2, 2015

XML

Note 2 - Summary of Significant Accounting Policies (Details) - Non-vested Restricted Share and RSU Activity (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Non-vested Restricted Share and RSU Activity [Abstract]
Non-vested awards	754,214	189,412	42,423
Non-vested awards, weighted average grant date fair value	$ 15.57	$ 13.68	$ 13.55
Awards granted	573,818	668,885	187,270
Awards granted, weighted average grant date fair value	$ 34.08	$ 15.78	$ 13.73
Awards vested	(376,753)	(77,513)	(40,281)
Awards vested, weighted average grant date fair value	$ 17.39	$ 13.30	$ 13.74
Awards forfeited	(70,846)	(26,570)
Awards forfeited, weighted average grant date fair value	$ 33.00	$ 14.06
Non-vested awards	880,433	754,214	189,412
Non-vested awards, weighted average grant date fair value	$ 25.46	$ 15.57	$ 13.68

XML

Note 7 - Stockholders' Equity (Details) (USD $)	1 Months Ended	12 Months Ended
	Jul. 31, 2012	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Note 7 - Stockholders' Equity (Details) [Line Items]
Treasury Stock, Shares, Acquired		0		39,000
Treasury Stock Acquired, Average Cost Per Share (in Dollars per share)		9.38		9.91
Treasury Stock, Value, Acquired, Cost Method (in Dollars)				387,000
Proceeds from Issuance of Common Stock (in Dollars)	85,000
Treasury Stock, Shares		905,000	905,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount (in Dollars)		10,200,000
Warrant [Member]
Note 7 - Stockholders' Equity (Details) [Line Items]
Stock Issued During Period, Shares, Share-based Compensation, Gross		204,000	60,000	21,000
Common Stock [Member]
Note 7 - Stockholders' Equity (Details) [Line Items]
Stock Issued During Period, Shares, Share-based Compensation, Gross		3,008	2,297	303
Treasury Stock, Shares, Acquired				(39)
Stock Issued During Period, Shares, New Issues	6,000
Employee Stock Option [Member]
Note 7 - Stockholders' Equity (Details) [Line Items]
Stock Issued During Period, Shares, Share-based Compensation, Gross		2,800,000	2,200,000	282,000
Restricted Stock Units (RSUs) [Member] | Consultant [Member]
Note 7 - Stockholders' Equity (Details) [Line Items]
Stock Issued During Period, Shares, Share-based Compensation, Gross			2,000
Restricted Stock Units (RSUs) [Member]
Note 7 - Stockholders' Equity (Details) [Line Items]
Stock Issued During Period, Shares, Share-based Compensation, Gross			37,000	9,000
Restricted Stock [Member] | Certain Officers and Employees [Member]
Note 7 - Stockholders' Equity (Details) [Line Items]
Stock Issued During Period, Shares, Share-based Compensation, Gross		83,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value (in Dollars)			3,200,000
Stock Issued During Period, Shares, Restricted Stock Award, Gross			231,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage		50.00%
Restricted Stock [Member] | Certain Employees [Member]
Note 7 - Stockholders' Equity (Details) [Line Items]
Stock Issued During Period, Shares, Share-based Compensation, Gross		238,000
Restricted Stock [Member]
Note 7 - Stockholders' Equity (Details) [Line Items]
Stock Issued During Period, Shares, Share-based Compensation, Gross				39,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value (in Dollars)				455,000
2010 Acquisition Agreement [Member]
Note 7 - Stockholders' Equity (Details) [Line Items]
Stock Repurchased During Period, Shares				67,000
Stock Repurchased During Period, Value (in Dollars)				896,000
Certain Officers and Employees [Member]
Note 7 - Stockholders' Equity (Details) [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross		98,000
Stock Issued During Period, Value, Restricted Stock Award, Gross (in Dollars)		3,000,000
Board of Directors [Member]
Note 7 - Stockholders' Equity (Details) [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross		16,000	20,000
Stock Issued During Period, Value, Restricted Stock Award, Gross (in Dollars)		555,000	485,000

XML

Note 4 - Property, Equipment and Leasehold Improvements (Details) - Property, Equipment and Leasehold Improvements (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	$ 30,824	$ 26,766
Less accumulated depreciation and amortization	15,098	15,816
Totals	15,726	10,950
Building [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	15 years
Property, plant, and equipment	2,553	600
Computer and Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Property, plant, and equipment	19,160	19,551
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment	4,274	3,364
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Leasehold improvements	Lease term
Leasehold improvements	$ 4,836	$ 3,251

XML

Note 13 - Segment and Geographical Information (Details) - Reconciliation of Segment Profit to the Consolidated Statement of Comprehensive Loss (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Reconciliation of Segment Profit to the Consolidated Statement of Comprehensive Loss [Abstract]
Segment Profit	$ 132,140	[1],[2]	$ 97,461	[1],[2]	$ 79,789	[1],[2]
Depreciation and amortization	(60,280)	[1],[2]	(62,748)	[1],[2]	(58,551)	[1],[2]
Share-based compensation expense	(20,024)		(17,157)		(13,756)
Acquisition related transaction costs	(3,535)		(2,134)		(1,655)
Other expenses	(1,201)		(1,353)		(702)
Income from operations	$ 47,100		$ 14,069		$ 5,125

[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.

XML

Note 8 - Related Party Transactions (Details) (USD $)	12 Months Ended			51 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Jun. 30, 2014
RedRidge Finance Group [Member]
Note 8 - Related Party Transactions (Details) [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	$ 426,000	$ 298,000	$ 238,000
Compass [Member] | Rental and Related Payments [Member]
Note 8 - Related Party Transactions (Details) [Line Items]
Related Party Transaction, Amounts of Transaction	97,000	151,000
Compass [Member]
Note 8 - Related Party Transactions (Details) [Line Items]
Related Party Transaction, Amounts of Transaction, Monthly Rental Fee				10,080
Related Party Transaction, Amounts of Transaction			$ 124,000

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Note 3 - Acquisitions (Details) - Pro Forma Results of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Pro Forma Results of Operations [Abstract]
Pro forma revenues	$ 798,337	$ 707,064
Pro forma net income (loss)	$ 10,900	$ (10,144)
Pro forma net income (loss) per share - basic	$ 0.28	$ (0.29)
Pro forma net income (loss) per share - diluted	$ 0.26	$ (0.29)

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Schedule II (Details) - Valuation and Qualifying Accounts (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Valuation and Qualifying Accounts [Abstract]
Beginning balance	$ 7,208	$ 4,359	$ 2,662
Charged to costs and expenses	5,727	4,751	2,852
Deductions	(3,004)	(1,656)	(1,370)
Acquisitions		(246)	215
Ending balance	$ 9,931	$ 7,208	$ 4,359

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Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Details) - Condensed Consolidating Statement of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	$ 45,199,000	$ 36,355,000	$ 24,777,000
Investing activities:
Cash paid for acquisitions, net	(187,402,000)	(3,318,000)	(108,970,000)
Purchases of equipment and leasehold improvements, net	(10,894,000)	(6,544,000)	(5,841,000)
Working capital and other settlements for acquisitions	(2,331,000)	(569,000)	427,000
Proceeds from foreign currency net investment hedge	4,006,000	1,421,000
Other	(1,542,000)	(1,144,000)
Net cash used in investing activities	(198,163,000)	(10,154,000)	(114,384,000)
Financing activities:
Borrowings under senior secured revolving credit facility	299,255,000	142,473,000	170,640,000
Proceeds from the exercise of options and warrants	42,437,000	24,261,000	2,258,000
Excess tax benefit related to share-based compensation	9,287,000	6,610,000	2,853,000
Net borrowings (repayments) under working capital facilities	4,939,000	2,772,000	(6,279,000)
Purchases of stock for treasury			(387,000)
Payment of deferred financing costs	(263,000)	(172,000)	(1,074,000)
Repayment of subordinated unsecured notes payable	(333,000)	(270,000)	(2,193,000)
Payment of contingent earnout obligation	(4,362,000)
Repayment under senior secured revolving credit facility	(200,429,000)	(196,746,000)	(76,000,000)
Intercompany notes and investments and other	(53,000)		(94,000)
Net cash provided by (used in) financing activities	150,478,000	(21,072,000)	89,724,000
Exchange rate impact on cash and cash equivalents	(592,000)	(927,000)	94,000
Net increase (decrease) in cash and cash equivalents	(3,078,000)	4,202,000	211,000
Cash and cash equivalents, beginning of year	12,829,000	8,627,000	8,416,000
Cash and cash equivalents, end of year	9,751,000	12,829,000	8,627,000
Guarantor Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	33,096,000	23,963,000	18,131,000
Investing activities:
Cash paid for acquisitions, net	(177,864,000)	(592,000)	(12,378,000)
Purchases of equipment and leasehold improvements, net	(7,687,000)	(3,197,000)	(5,071,000)
Working capital and other settlements for acquisitions	(477,000)	(444,000)	(857,000)
Proceeds from foreign currency net investment hedge	4,006,000	1,421,000
Other	(1,347,000)	(1,144,000)
Net cash used in investing activities	(183,369,000)	(3,956,000)	(18,306,000)
Financing activities:
Repayment of subordinated unsecured notes payable	(333,000)	(270,000)	(2,193,000)
Intercompany notes and investments and other	150,234,000	(23,102,000)	449,000
Net cash provided by (used in) financing activities	149,901,000	(23,372,000)	(1,744,000)
Net increase (decrease) in cash and cash equivalents	(372,000)	(3,365,000)	(1,919,000)
Cash and cash equivalents, beginning of year	760,000	4,125,000	6,044,000
Cash and cash equivalents, end of year	388,000	760,000	4,125,000
Non-Guarantor Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	12,103,000	12,392,000	6,646,000
Investing activities:
Cash paid for acquisitions, net	(9,538,000)	(2,726,000)	(96,592,000)
Purchases of equipment and leasehold improvements, net	(3,207,000)	(3,347,000)	(770,000)
Working capital and other settlements for acquisitions	(1,854,000)	(125,000)	1,284,000
Other	(195,000)
Net cash used in investing activities	(14,794,000)	(6,198,000)	(96,078,000)
Financing activities:
Net borrowings (repayments) under working capital facilities	4,939,000	2,772,000	(6,279,000)
Payment of deferred financing costs		(116,000)
Payment of contingent earnout obligation	(4,362,000)
Intercompany notes and investments and other		(356,000)	97,747,000
Net cash provided by (used in) financing activities	577,000	2,300,000	91,468,000
Exchange rate impact on cash and cash equivalents	(592,000)	(927,000)	94,000
Net increase (decrease) in cash and cash equivalents	(2,706,000)	7,567,000	2,130,000
Cash and cash equivalents, beginning of year	12,069,000	4,502,000	2,372,000
Cash and cash equivalents, end of year	9,363,000	12,069,000	4,502,000
Parent Company [Member]
Financing activities:
Borrowings under senior secured revolving credit facility	299,255,000	142,473,000	170,640,000
Proceeds from the exercise of options and warrants	42,437,000	24,261,000	2,258,000
Excess tax benefit related to share-based compensation	9,287,000	6,610,000	2,853,000
Purchases of stock for treasury			(387,000)
Payment of deferred financing costs	(263,000)	(56,000)	(1,074,000)
Repayment under senior secured revolving credit facility	(200,429,000)	(196,746,000)	(76,000,000)
Intercompany notes and investments and other	$ (150,287,000)	$ 23,458,000	$ (98,290,000)

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Note 9 - Commitments and Contingencies (Details) - Future Minimum Lease Payments (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Future Minimum Lease Payments [Abstract]
2015	$ 13,249
2016	11,143
2017	9,452
2018	7,772
2019	5,186
Thereafter	4,886
Total	$ 51,688

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Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Details) - Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Condensed Income Statements, Captions [Line Items]
Revenues	$ 775,615		$ 616,016		$ 521,237
Costs and expenses:
Costs of revenues	497,038		405,329		344,051
Selling, general and administrative expenses	171,197		133,870		113,510
Depreciation and amortization	60,280	[1],[2]	62,748	[1],[2]	58,551	[1],[2]
Total costs and expenses	728,515		601,947		516,112
Income from operations	47,100		14,069		5,125
Interest and other expenses, net	32,171		29,641		28,051
Income (loss) before income taxes	14,929		(15,572)		(22,926)
Provision (benefit) for income taxes	4,435		(5,356)		(7,987)
Net income (loss) before earnings of consolidated subsidiaries	10,494		(10,216)		(14,939)
Net income (loss)	10,494		(10,216)		(14,939)
Consolidation, Eliminations [Member]
Costs and expenses:
Net income (loss) of consolidated subsidiaries	(620)		13,998		10,346
Net income (loss)	(620)		13,998		10,346
Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Revenues	468,419		374,817		340,200
Costs and expenses:
Costs of revenues	308,962		264,999		241,281
Selling, general and administrative expenses	92,213		70,681		60,255
Depreciation and amortization	34,302		31,787		34,339
Total costs and expenses	435,477		367,467		335,875
Income from operations	32,942		7,350		4,325
Interest and other expenses, net	24,909		22,107		24,411
Income (loss) before income taxes	8,033		(14,757)		(20,086)
Provision (benefit) for income taxes	(2,151)		(11,540)		(10,320)
Net income (loss) before earnings of consolidated subsidiaries	10,184		(3,217)		(9,766)
Net income (loss) of consolidated subsidiaries	310		(6,999)		(5,173)
Net income (loss)	10,494		(10,216)		(14,939)
Non-Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Revenues	307,196		241,199		181,037
Costs and expenses:
Costs of revenues	188,076		140,330		102,770
Selling, general and administrative expenses	78,984		63,189		53,255
Depreciation and amortization	25,978		30,961		24,212
Total costs and expenses	293,038		234,480		180,237
Income from operations	14,158		6,719		800
Interest and other expenses, net	7,262		7,534		3,640
Income (loss) before income taxes	6,896		(815)		(2,840)
Provision (benefit) for income taxes	6,586		6,184		2,333
Net income (loss) before earnings of consolidated subsidiaries	310		(6,999)		(5,173)
Net income (loss)	310		(6,999)		(5,173)
Parent Company [Member]
Costs and expenses:
Net income (loss) of consolidated subsidiaries	310		(6,999)		(5,173)
Net income (loss)	$ 310		$ (6,999)		$ (5,173)

[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.

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Note 4 - Property, Equipment and Leasehold Improvements (Tables)

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

	Estimated useful lives				December 31,
	(years)				2013		2014
Building			15		$	600	$	2,553
Computer and office equipment			3			19,551		19,160
Furniture and fixtures		3	to	5		3,364		4,274
Leasehold improvements			Lease term			3,251		4,836
						26,766		30,824
Less accumulated depreciation and amortization						15,816		15,098
Totals					$	10,950	$	15,726

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Note 5 - Goodwill and Intangible Assets (Details) - Goodwill (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Goodwill [Line Items]
Balance	$ 369,312	$ 370,143
Goodwill acquired during the year	136,034	3,024
Adjustments to prior year acquisitions	(260)	5,607
Effect of foreign currency translation	(9,407)	(9,462)
Balance	495,679	369,312
UNITED STATES
Goodwill [Line Items]
Balance	273,070	266,521
Goodwill acquired during the year	128,426	350
Adjustments to prior year acquisitions	64	6,199
Balance	401,560	273,070
CANADA
Goodwill [Line Items]
Balance	19,279	21,041
Effect of foreign currency translation	(2,101)	(1,762)
Balance	17,178	19,279
UNITED KINGDOM
Goodwill [Line Items]
Balance	39,593	36,118
Goodwill acquired during the year	1,640	2,674
Adjustments to prior year acquisitions	(324)
Effect of foreign currency translation	(2,555)	801
Balance	38,354	39,593
AUSTRALIA
Goodwill [Line Items]
Balance	37,370	46,463
Goodwill acquired during the year	5,968
Adjustments to prior year acquisitions		(592)
Effect of foreign currency translation	(4,751)	(8,501)
Balance	$ 38,587	$ 37,370

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Note 3 - Acquisitions (Details) (USD $)	12 Months Ended			78 Months Ended	84 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2014	Dec. 31, 2014	Aug. 31, 2012	Dec. 19, 2012	Jan. 16, 2014	Feb. 03, 2014	Feb. 14, 2014	Jun. 06, 2014
Note 3 - Acquisitions (Details) [Line Items]
Number of Businesses Acquired				50	50
Business Combination, Acquisition Related Costs	$ 3,535,000	$ 2,134,000	$ 1,655,000
Business Combination, Pro Forma Information, Adjustments to Interest and Other Expenses Related to Funding of Acquisition		(3,300,000)
Business Combination, Pro Forma Information, Incremental Depreciation and Amoritzation	3,400,000	17,700,000
Business Combination, Pro Forma Information, Adjustments to Selling, General and Administrative Expense	5,600,000	7,300,000
Selling, General and Administrative Expenses [Member] | 2014 Acquisitions [Member]
Note 3 - Acquisitions (Details) [Line Items]
Business Combination, Acquisition Related Costs	1,000,000	569,000
Scenario, Adjustment [Member] | 2012 Acquisitions [Member]
Note 3 - Acquisitions (Details) [Line Items]
Business Combination, Consideration Transferred	373,000	350,000	350,000
2012 Acquisitions [Member]
Note 3 - Acquisitions (Details) [Line Items]
Business Combination, Consideration Transferred		109,525,000	109,500,000
Payments to Acquire Businesses, Gross			112,300,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents			2,900,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares)			6,190
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned			85,000
Business Acquisition, Transaction Costs		28,000	1,300,000
Business Acquisition, Goodwill, Expected Tax Deductible Amount			59,100,000
Business Acquisition Purchase Price Allocation Intangible Assets Expected Tax Deductible Amount			50,200,000
MedHealth Holdings Pty Limited [Member]
Note 3 - Acquisitions (Details) [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired						100.00%
Parthenia Medical Group [Member]
Note 3 - Acquisitions (Details) [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired							100.00%
Acquisitions 2013 [Member]
Note 3 - Acquisitions (Details) [Line Items]
Business Combination, Consideration Transferred		7,300,000
Payments to Acquire Businesses, Gross		3,300,000
Business Acquisition, Transaction Costs		83,000
Business Acquisition, Goodwill, Expected Tax Deductible Amount	2,800,000			2,800,000	2,800,000
Business Acquisition Purchase Price Allocation Intangible Assets Expected Tax Deductible Amount	3,900,000			3,900,000	3,900,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities		4,000,000
Other 2011 Acquisitions [Member]
Note 3 - Acquisitions (Details) [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents		8,000
2014 Acquisitions [Member]
Note 3 - Acquisitions (Details) [Line Items]
Business Combination, Consideration Transferred	194,700,000
Payments to Acquire Businesses, Gross	188,900,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	1,100,000			1,100,000	1,100,000
Business Acquisition, Transaction Costs	1,600,000			1,600,000	1,600,000
Business Acquisition, Goodwill, Expected Tax Deductible Amount	116,500,000			116,500,000	116,500,000
Business Acquisition Purchase Price Allocation Intangible Assets Expected Tax Deductible Amount	36,700,000			36,700,000	36,700,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities	6,900,000			6,900,000	6,900,000
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual	63,900,000
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual	2,000,000
Cheselden [Member]
Note 3 - Acquisitions (Details) [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired								100.00%
G&L Intermediate Holdings [Member]
Note 3 - Acquisitions (Details) [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired									100.00%
Assess Medical Group [Member]
Note 3 - Acquisitions (Details) [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired										100.00%
Ability Services Network [Member]
Note 3 - Acquisitions (Details) [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired											100.00%
Pro Forma Additional Expenses [Member]
Note 3 - Acquisitions (Details) [Line Items]
Business Combination, Pro Forma Information, Adjustments to Interest and Other Expenses Related to Funding of Acquisition	$ 103,000

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Note 2 - Summary of Significant Accounting Policies (Details) - Assumptions Utilized for Stock Option Grants (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Note 2 - Summary of Significant Accounting Policies (Details) - Assumptions Utilized for Stock Option Grants [Line Items]
Expected life (years)	6 years	6 years	6 years
Fair value (in Dollars per share)			$ 4.60
Minimum [Member]
Note 2 - Summary of Significant Accounting Policies (Details) - Assumptions Utilized for Stock Option Grants [Line Items]
Volatility	48.59%	48.37%	45.86%
Risk-free interest rate	1.81%	0.97%	0.83%
Fair value (in Dollars per share)	14.71	6.63	$ 4.23
Maximum [Member]
Note 2 - Summary of Significant Accounting Policies (Details) - Assumptions Utilized for Stock Option Grants [Line Items]
Volatility	49.27%	49.10%	48.36%
Risk-free interest rate	2.08%	1.73%	1.15%
Fair value (in Dollars per share)	17.26	12.61	$ 6.54

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Note 5 - Goodwill and Intangible Assets (Details) - Intangible Amortization Expense (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Intangible Amortization Expense [Abstract]
2015	$ 46,827
2016	33,363
2017	20,625
2018	1,382
2019	386
Total	$ 102,583	$ 94,864

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Note 12 - Income Taxes (Details) - Unrecognized Tax Benefits (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Unrecognized Tax Benefits [Abstract]
Unrecognized tax benefit	$ 355	$ 327
Increase to prior year tax positions	1,238	28
Unrecognized tax benefit	$ 1,593	$ 355

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Note 10 - Long-term Debt (Details) - Future Maturities of Long-term Debt (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Future Maturities of Long-term Debt [Abstract]
2015	$ 40,396
2016	143,853
2017	0
2018	0
2019	250,000
Total	$ 434,249

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Note 4 - Property, Equipment and Leasehold Improvements (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Abstract]
Depreciation	$ 6.5	$ 5.7	$ 5.5

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Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

(2)               Summary of Significant Accounting Policies

(a)              Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("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 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 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 (t) to the Consolidated Financial Statements).

(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 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 $9.9 million as of December 31, 2013 and 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, principally in the U.K., that have aged longer than one year as of December 31, 2013 and 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.

(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 years ended December 31, 2012, 2013 and 2014, no individual customer accounted for more than 10% of revenues. At December 31, 2013 there was an individual customer that accounted for approximately 11% of the accounts receivable balance. At December 31, 2014, there was an individual customer that accounted for approximately 14% of the accounts receivable balance.

As of December 31, 2014, the Company had cash and cash equivalents totaling approximately $9.8 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $389,000 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 (“ASC 360”),  Property, Plant, and Equipment — Overall , 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 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 units' 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 2014 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 December 31, 2014. The goodwill impairment review will continue to be performed annually or 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 $654,000, $56,000 and $263,000 were incurred in the years ended December 31, 2012, 2013 and 2014, respectively.  In July 2011, the Company reduced the aggregate revolving commitments under the Senior Secured Revolving Credit Facility by $37.5 million for a maximum commitment of $262.5 million.  In conjunction with this reduction, the Company recognized debt extinguishment costs of approximately $621,000 in July 2011 for the unamortized portion of the loan costs which were recorded as other interest expense in accordance with ASC topic 470,  Debt  (“ASC 470”).    

Additionally, in July 2011, the Company closed a private offering of $250.0 million in aggregate principal amount of 9.0% senior notes due 2019 (“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 $6.7 million and $420,000 were incurred in the years ended December 31, 2011 and 2012, respectively.

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 $2.2 million for each of the years ended December 31, 2012, and 2013, and $2.3 million for the year ended December 31, 2014, respectively, to interest expense.

(j)                Deferred Rents

The Company entered into various leases for offices that have certain escalation clauses or other features which require rental expense to be recognized on a straight-line basis over the life of the lease. As of December 31, 2013, and 2014, the deferred rent balance was $2.0 million and $2.6 million, respectively, and is included in other current and long-term liabilities in the accompanying Consolidated Balance Sheets.

(k)               Revenue Recognition

Revenue related to IMEs, peer reviews, bill reviews, administrative support services and Medicare compliance 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 2014, the Company had $5.4 million and $4.4 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.

(l)                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.

(m)              Shipping and Handling Costs

Shipping and handling charges billed to customers are recorded as revenue; the corresponding costs are included in costs of revenues.

(n)               Marketing and Advertising Costs

Marketing and advertising costs are expensed as incurred and amounted to $2.9 million for each of the years ended December 31, 2012 and 2013, and $3.4 million for the year ended December 31, 2014, respectively, and are included in selling, general and administrative ("SGA") expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss).

(o)               Accounting for Leases

The Company leases office space under operating lease agreements with original lease periods of up to 10 years. Certain of the lease agreements contain renewal and rent escalation provisions. Rent escalation provisions are considered in determining straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the lease property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term. Landlord allowances for improvements to leaseholds are included in property and equipment and offset by a corresponding deferred rent credit. The Company amortizes the leasehold improvements over the shorter of the life of the improvements or the lease term. The deferred rent credit is included in other liabilities (current and long term) in the accompanying Consolidated Balance Sheets and will be amortized as a reduction of rent expense over the lease term.

(p)               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.

(q)               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 years ended December 31, 2012 and 2013, the potentially dilutive securities include options, warrants, shares of restricted stock with a service restriction not yet satisfied and RSUs exercisable into 10.0 million and 8.4 million shares of common stock, respectively. For the years ended December 31, 2012 and 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 year ended December 31, 2014 (amounts in thousands):

	Year ended December 31, 2014
Net income	$	10,494
Weighted average basic shares outstanding:
Common stock		38,656
Weighted average diluted shares outstanding:
Common stock		38,656
Dilutive securities		2,576
Total		41,232

(r)                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 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 these employee 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 employee 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 Company’s peer group median implied volatility for 2012 stock option grants, and are based upon the weighted average of the Company’s peer group median implied volatility, the Company’s mean reversion volatility and the median of the Company’s peer group’s most recent historical volatilities for 2013 and 2014 stock option grants. Expected life assumptions are based upon the “simplified” method as for those options issued from 2012 to 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.

The assumptions utilized for stock option grants during 2012, 2013 and 2014 were as follows:

	2012					2013					2014
Volatility		45.86	–	48.36	%		48.37	–	49.10	%		48.59	–	49.27	%
Expected life (years)			6.00					6.00					6.00
Risk-free interest rate		0.83	–	1.15	%		0.97	–	1.73	%		1.81	–	2.08	%
Dividend yield			—					—					—
Fair value	$	4.23	–	6.54		$	6.63	–	12.61		$	14.71	–	17.26

In 2012, the Company issued approximately 2.9 million stock option awards to employees.  The weighted average fair value of each stock option was $4.60 per option and the aggregate fair value was $13.5 million.  All of these awards vest over a three-year period with the exception of 100,000 options granted in the fourth quarter of 2012 which vest over a two year period.  Additionally, all 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 $12.0 million for the year ended December 31, 2012, of which $3.0 million was included in costs of revenues and $9.0 million was recorded in SGA expenses.

In 2013, the Company issued approximately 621,000 stock option awards to employees.  The weighted average fair value of each stock option was $8.55 per option and the aggregate fair value was $5.3 million.  All of these awards vest over a three-year period.  Additionally, all 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 $12.1 million for the year ended December 31, 2013, of which $2.9 million was included in costs of revenues and $9.2 million was recorded in SGA expenses.

In 2014, the Company issued approximately 630,000 stock option awards to employees.  The weighted average fair value of each stock option was $15.98 per option and the aggregate fair value was $10.1 million.  All of these awards vest over a three-year period, with the exception of approximately 43,000 awards which vest over a four-year period.  Additionally, all 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 $8.2 million for the year ended December 31, 2014, of which $2.0 million was included in costs of revenues and $6.2 million was recorded in SGA expenses.

At December 31, 2013 and 2014, the unrecognized compensation expense related to stock option awards was $10.0 million and $8.9 million, respectively, with a remaining weighted average life of 1.4 years and 1.7 years, respectively.

A summary of option activity for the years ended December 31, 2012, 2013 and 2014 follows:

	Number of options			Weighted average exercise price		Weighted average remaining contractual life (years)		Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2011		7,371,304		$	12.48
Options granted		2,933,701			10.28
Options forfeited		(552,228	)		15.28
Options exercised		(289,120	)		8.46
Outstanding at December 31, 2012		9,463,657		$	11.76
Options granted		621,100			18.16
Options forfeited		(520,139	)		15.38
Options exercised		(2,229,873	)		10.85
Outstanding at December 31, 2013		7,334,745		$	12.33
Options granted		629,775			32.72
Options forfeited		(204,348	)		20.42
Options exercised		(2,794,225	)		15.20
Outstanding at December 31, 2014		4,965.947		$	12.96		6.6	$	142,193
Exercisable at December 31, 2014		3,676,807		$	9.95		6.0	$	116,347
Expected to vest after December 31, 2014		1,095,769		$	21.54		8.3	$	21,969

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. Options expected to vest are unvested shares net of expected forfeitures. The total intrinsic value of stock options exercised was approximately $1.3 million, $26.7 million and $54.3 million during the years ended December 31, 2012, 2013 and 2014, respectively. There were approximately 4.2 million options exercisable as of December 31, 2012 with a per share weighted average exercise price of $9.62 per option and approximately 4.7 million options exercisable as of December 31, 2013 with a weighted average exercise price of $11.29 per option.

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 $662,000, $4.0 million and $8.5 million for the years ended December 31, 2012, 2013 and 2014, respectively, all of which is included in SGA expenses.

The following is a summary of restricted share and RSU activity for the years ended December 31, 2012, 2013 and 2014:

	Number of awards			Weighted average grant date fair value
Non-vested awards at December 31, 2011		42,423		$	13.55
Awards granted		187,270			13.73
Awards vested		(40,281	)		13.74
Awards forfeited		—			—
Non-vested awards at December 31, 2012		189,412		$	13.68
Awards granted		668,885			15.78
Awards vested		(77,513	)		13.30
Awards forfeited		(26,570	)		14.06
Non-vested awards at December 31, 2013		754,214		$	15.57
Awards granted		573,818			34.08
Awards vested		(376,753	)		17.39
Awards forfeited		(70,846	)		33.00
Non-vested awards at December 31, 2014		880,433		$	25.46

The total fair value of vested RSUs and shares of restricted stock during the years ended December 31, 2012, 2013 and 2014 was $553,000, $1.0 million and $6.6 million, respectively. At December 31, 2013 and 2014, total unrecognized compensation costs related to non-vested restricted shares and RSUs was $7.5 million and $15.6 million, respectively which is expected to be recognized over a weighted average period of 1.9 years and 1.6 years, respectively.

During the years ended December 31, 2012 and 2013, the Company recorded share-based compensation expense of $1.1 million in each year, and during the year ended December 31, 2014, the Company recorded share-based compensation expense of $3.3 million, respectively, related to annual incentive compensation plans, all of which was recorded in SGA expenses. The 2012 obligation was settled in February 2013 via the issuance of approximately 75,000 restricted stock units, and the 2013 obligation was settled in February 2014 via the issuance of approximately 83,000 shares of restricted stock. The 2014 obligation is recorded as accrued expenses in the accompanying Consolidated Balance Sheets. 

 (s)               Fair Value Measurements

In September 2006, the FASB issued authoritative guidance codified as ASC Topic 820, Fair Value Measurements and Disclosures  (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles and expands disclosure about fair value measurements.

ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into the following levels:

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterpart credit risk in its assessment of fair value.

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.

Level 3 – Unobservable inputs based on the company’s own assumptions.

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 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 December 31, 2014
Financial instruments:
Contingent consideration	$	—	$	—		$	(6,587	)	$	(6,587	)
Foreign currency derivative asset		—		272			—			272

 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 $1.8 million in 2014, $6.9 million was added as the result of a 2014 acquisition and, $405,000 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 $4.7 million settled as cash consideration to satisfy installments related to 2009 and 2014 acquisitions, 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, 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 remaining change is due to currency fluctuations.

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.

(t)                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 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, 2012	$	3,356		$	—		$	(173	)	$	3,183
Change during 2013:
Before-tax amount		(14,706	)		799			626			(13,281	)
Tax (expense) benefit		4,725			(316	)		(248	)		4,161
Total activity in 2013		(9,981	)		483			378			(9,120	)
Balance at December 31, 2013	$	(6,625	)	$	483		$	205		$	(5,937	)
Change during 2014:
Before-tax amount		(16,923	)		4,900			—			(12,023	)
Tax (expense) benefit		5,522			(1,938	)		—			3,584
Total activity in 2014		(11,401	)		2,962			—			(8,439	)
Balance at December 31, 2014	$	(18,026	)	$	3,445		$	205		$	(14,376	)

(u)               Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In February 2013 the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This update amends Accounting Standards Codification (ASC) Topic 220, “Comprehensive Income,” to require reporting entities to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, reporting entities will be required to present, either on the face of the statement of operations or in the footnotes to the financial statements, significant amounts reclassified from accumulated other comprehensive income by statement of operations line item. ASU 2013-02 is effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted these provisions effective January 1, 2013 and the adoption of these provisions did not have a material impact on its financial position, results of operations and cash flows.

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 Company adopted the provisions of this ASU in the first quarter of 2014 and adoption did not have a significant impact on its financial position, results of operations and cash flows.

In November 2014, the FASB issued ASU No. 2014-17, “Business Combinations: Pushdown Accounting” (“ASU 2014-17”) which provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period as a change in accounting principle in accordance with ASC Topic 250, “Accounting Changes and Error Corrections”. If pushdown accounting is applied to an individual change-in-control event, that election is irrevocable. ASU 2014-17 also requires an acquired entity that elects the option to apply pushdown accounting in its separate financial statements to disclose information in the current reporting period that enables users of financial statements to evaluate the effect of pushdown accounting. The Company has adopted the amendments in ASU 2014-17, effective November 18, 2014, as the amendments in the update are effective upon issuance. The adoption of ASU 2014-12 did not have a material impact on the Company’s 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.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertanties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-05”) which define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Currently, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. This going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. This ASU provides guidance regarding management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern and the related footnote disclosures. The amendments are effective for the year ending December 31, 2016, and for interim periods beginning the first quarter of 2017, with early application permitted. The Company plans to adopt the provisions for the year ending December 31, 2016 and will provide such disclosures as required if there are conditions and events that raise substantial doubt about its ability to continue as a going concern. The Company currently does not expect the adoption to have a material impact on its consolidated financial statements.

There were various other accounting standards and interpretations issued during 2012, 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.

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Note 11 - Financial Instruments (Details)	12 Months Ended					12 Months Ended
	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Sep. 30, 2013 GBP (£)	Jun. 30, 2013 AUD	Dec. 31, 2012 USD ($)	Dec. 31, 2014 Forward Contracts [Member] USD ($)	Dec. 31, 2013 Forward Contracts [Member] USD ($)	Dec. 31, 2013 Interest Expense [Member] USD ($)	Dec. 31, 2012 Interest Expense [Member] USD ($)	Dec. 31, 2013 Other Current Assets [Member] USD ($)
Note 11 - Financial Instruments (Details) [Line Items]
Derivative, Fixed Interest Rate					4.36%
Derivative, Notional Amount					$ 4,800,000
Unrealized Gain (Loss) on Derivatives								101,000	225,000
Derivative, Amount of Hedged Item			40,000,000	60,000,000
Proceeds from Hedge, Investing Activities	4,006,000	1,421,000				4,000,000	1,400,000
Derivative Liability										$ 272,000

XML

Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2012 (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2012 [Line Items]
Goodwill	$ 495,679,000	$ 369,312,000	$ 370,143,000
Scenario, Previously Reported [Member] | Customer Relationships [Member] | 2012 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2012 [Line Items]
Intangible Assets			44,413,000
Scenario, Previously Reported [Member] | Trade Names [Member] | 2012 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2012 [Line Items]
Intangible Assets			11,901,000
Scenario, Previously Reported [Member] | Noncompete Agreements [Member] | 2012 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2012 [Line Items]
Intangible Assets			313,000
Scenario, Previously Reported [Member] | Technology-Based Intangible Assets [Member] | 2012 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2012 [Line Items]
Intangible Assets			666,000
Scenario, Previously Reported [Member] | 2012 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2012 [Line Items]
Equipment and leasehold improvements			850,000
Goodwill			60,373,000
Net deferred tax liability associated with step-up in book basis			(9,610,000)
Assets acquired and liabilities assumed, net			269,000
Totals			109,175,000
Scenario, Adjustment [Member] | 2012 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2012 [Line Items]
Goodwill			5,606,000
Net deferred tax liability associated with step-up in book basis			(5,836,000)
Assets acquired and liabilities assumed, net			580,000
Totals	373,000	350,000	350,000
Customer Relationships [Member] | 2012 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2012 [Line Items]
Intangible Assets		44,413,000
Trade Names [Member] | 2012 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2012 [Line Items]
Intangible Assets		11,901,000
Noncompete Agreements [Member] | 2012 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2012 [Line Items]
Intangible Assets		313,000
Technology-Based Intangible Assets [Member] | 2012 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2012 [Line Items]
Intangible Assets		666,000
2012 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2012 [Line Items]
Equipment and leasehold improvements		850,000
Goodwill		65,979,000
Net deferred tax liability associated with step-up in book basis		(15,446,000)
Assets acquired and liabilities assumed, net		849,000
Totals		$ 109,525,000	$ 109,500,000

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Note 10 - Long-term Debt (Tables)

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

	December 31,
	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		143,853
Working capital facilities, Barclays (c)		37,943		40,396
Various subordinated unsecured notes payable; maturing at various dates from 2011 through 2014 (d)		318		—
		333,288		434,249
Less current portion		318		40,396
	$	332,970	$	393,853

Schedule of Guarantor Obligations [Table Text Block]

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	%

Schedule of Maturities of Long-term Debt [Table Text Block]

	Amount
Years ended December 31:
2015	$	40,396
2016		143,853
2017		—
2018		—
2019		250,000
Thereafter		—
Total	$	434,249

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Note 9 - Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Operating Leases of Lessee Disclosure [Table Text Block]

	Amount
Years ended December 31:
2015	$	13,249
2016		11,143
2017		9,452
2018		7,772
2019		5,186
Thereafter		4,886
Total	$	51,688

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Note 9 - Commitments and Contingencies (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Commitments and Contingencies Disclosure [Abstract]
Operating Leases, Rent Expense	$ 17,000,000	$ 12,500,000	$ 9,700,000
Defined Contribution Plan, Cost Recognized	$ 970,000	$ 571,000	$ 529,000

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Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2013 (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2012
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2013 [Line Items]
Goodwill	$ 369,312,000	$ 495,679,000	$ 370,143,000
Scenario, Previously Reported [Member] | Customer Relationships [Member] | 2013 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2013 [Line Items]
Intangible assets	3,141,000
Scenario, Previously Reported [Member] | Trade Names [Member] | 2013 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2013 [Line Items]
Intangible assets	710,000
Scenario, Previously Reported [Member] | 2013 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2013 [Line Items]
Equipment and leasehold improvements	130,000
Goodwill	3,024,000
Assets acquired and liabilities assumed, net	688,000
Totals	7,693,000
Scenario, Adjustment [Member] | 2013 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2013 [Line Items]
Goodwill	(309,000)
Assets acquired and liabilities assumed, net	(64,000)
Totals	(373,000)
Customer Relationships [Member] | 2013 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2013 [Line Items]
Intangible assets		3,141,000
Trade Names [Member] | 2013 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2013 [Line Items]
Intangible assets		710,000
2013 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2013 [Line Items]
Equipment and leasehold improvements		130,000
Goodwill		2,715,000
Assets acquired and liabilities assumed, net		624,000
Totals		$ 7,320,000

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Note 12 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	December 31,
	2012			2013			2014
Current:
Federal	$	6,719		$	5,145		$	16,081
State		2,547			1,340			2,131
Foreign		3,949			6,180			5,769
		13,215			12,665			23,981
Deferred:
Federal		(13,285	)		(10,026	)		(13,175	)
State		(2,857	)		(2,156	)		(1,291	)
Foreign		(5,059	)		(5,839	)		(5,080	)
Total		(21,201	)		(18,021	)		(19,546	)
Expense (Benefit) for income taxes	$	(7,987	)	$	(5,356	)	$	4,435

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	December 31,
	2013						2014
	Current			Noncurrent			Current			Noncurrent
Deferred tax assets:
Allowance for doubtful accounts	$	2,784		$	—		$	3,607		$	—
Basis difference of intangible assets		—			6,220			—			7,623
Net operating loss carryforwards		—			489			—			2,334
Share-based compensation		—			10,930			—			10,462
Foreign currency translation		—			4,221			—			7,805
Tax credits		—			—			—			683
Other deferred tax assets		476			991			816			1,087
Total deferred tax assets		3,260			22,851			4,423			29,994
Deferred tax liabilities:
Basis difference of property and equipment		—			(1,194	)		—			(227	)
Cash to accrual adjustments		(2,426	)		(166	)		(166	)		—
Other deferred tax liabilities		(401	)		—			(481	)		(85	)
Total deferred tax liabilities		(2,827	)		(1,360	)		(647	)		(312	)
Net deferred tax assets	$	433		$	21,491		$	3,776		$	29,682

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	December 31,
	2012			2013			2014
Expected tax expense (benefit)	$	(8,024	)	$	(5,450	)	$	5,225
Increase (decrease) in income taxes resulting from:
State income taxes, net of federal benefit		(770	)		(694	)		712
Non-deductible items		274			240			896
Foreign tax rates		551			433			(2,587	)
Other		(18	)		115			189
Income tax expense (benefit)	$	(7,987	)	$	(5,356	)	$	4,435

Summary of Income Tax Contingencies [Table Text Block]

Balance at January 1, 2013	$	327
Increase to prior year tax positions		28
Increase to current year tax positions		—
Expiration of the statute of limitations for the assessment of taxes		—
Decrease related to settlements		—
Balance at December 31, 2013		355
Increase to prior year tax positions		1,238
Increase to current year tax positions		—
Expiration of the statute of limitations for the assessment of taxes		—
Decrease related to settlements		—
Balance at December 31, 2014	$	1,593

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Note 13 - Segment and Geographical Information (Tables)

12 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

Revenue from External Customers by Products and Services [Table Text Block]

Revenues:	For the years ended December 31,
	2012		2013		2014
IME and other related services (1)	$	476,847	$	567,070	$	674,229
Peer and bill reviews, Medicare compliance and case management services (1)		44,390		48,946		101,386
Total revenues	$	521,237	$	616,016	$	775,615

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block]

	United						United
	States			Canada			Kingdom			Australia			Total
2012
Revenues	$	340,200		$	27,595		$	131,278		$	22,164		$	521,237
Segment profit		44,515			4,942			24,810			5,522			79,789
Depreciation and amortization expense		34,338			8,381			12,341			3,491			58,551
Capital expenditures		(5,071	)		(164	)		(564	)		(42	)		(5,841	)
Total assets (3)		398,163			42,223			196,365			103,750			740,501
Long-lived assets (3)		337,831			34,919			99,140			94,291			566,181
2013
Revenues	$	374,817		$	31,131		$	143,418		$	66,650		$	616,016
Segment profit		46,934			5,137			29,439			15,951			97,461
Depreciation and amortization expense		31,787			9,518			11,566			9,877			62,748
Capital expenditures		(3,197	)		(19	)		(1,781	)		(1,547	)		(6,544	)
Total assets (3)		396,635			30,061			221,681			84,136			732,513
Long-lived assets (3)		315,748			23,056			100,796			72,979			512,579
2014
Revenues	$	468,419		$	32,889		$	189,755		$	84,552		$	775,615
Segment profit		76,065			4,673			32,921			18,481			132,140
Depreciation and amortization expense		34,302			2,824			12,048			11,106			60,280
Capital expenditures		(7,687	)		(37	)		(1,254	)		(1,916	)		(10,894	)
Total assets (3)		577,974			25,807			239,260			87,103			930,144
Long-lived assets (3)		473,800			18,178			96,635			73,721			662,334

Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]

	2012			2013			2014
Segment Profit	$	79,789		$	97,461		$	132,140
Depreciation and amortization		(58,551	)		(62,748	)		(60,280	)
Share-based compensation expense		(13,756	)		(17,157	)		(20,024	)
Acquisition related transaction costs		(1,655	)		(2,134	)		(3,535	)
Other expenses		(702	)		(1,353	)		(1,201	)
Income from operations	$	5,125		$	14,069		$	47,100

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Note 1 - Nature of Operations and Basis of Presentation

12 Months Ended

Dec. 31, 2014

Disclosure Text Block [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

(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. Since 2008 through the date of this filing, ExamWorks completed 50 acquisitions. As of December 31, 2014, ExamWorks, Inc. operated out of 65 service centers serving all 50 United States, Canada, the United Kingdom and Australia. 

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

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Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Tables)

12 Months Ended

Dec. 31, 2014

Condensed Consolidating Financial Information Of Guarantor Subsidiaries [Abstract]

Condensed Income Statement [Table Text Block]

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			ExamWorks Group, Inc. (Parent Corporation)			Consolidation and Elimination Entries		Consolidated Totals
Revenues	$	340,200		$	181,037		$	—		$	—	$	521,237
Costs and expenses:
Costs of revenues		241,281			102,770			—			—		344,051
Selling, general and administrative expenses		60,255			53,255			—			—		113,510
Depreciation and amortization		34,339			24,212			—			—		58,551
Total costs and expenses		335,875			180,237			—			—		516,112
Income from operations		4,325			800			—			—		5,125
Interest and other expenses, net		24,411			3,640			—			—		28,051
Loss before income taxes		(20,086	)		(2,840	)		—			—		(22,926	)
Provision (benefit) for income taxes		(10,320	)		2,333			—			—		(7,987	)
Net loss before earnings of consolidated subsidiaries	$	(9,766	)	$	(5,173	)	$	—		$	—	$	(14,939	)
Net income (loss) of consolidated subsidiaries		(5,173	)		—			(5,173	)		10,346		—
Net income (loss)	$	(14,939	)	$	(5,173	)	$	(5,173	)	$	10,346	$	(14,939	)

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

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

Condensed Balance Sheet [Table Text Block]

	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
Other receivables		—		—		—		—			—
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, less current portion		—		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
Deferred tax liability, noncurrent		—		—		—		—			—
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

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

Condensed Cash Flow Statement [Table Text Block]

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			ExamWorks Group, Inc. (Parent Corporation)			Consolidation and Elimination Entries		Consolidated Totals
Net cash provided by operating activities	$	18,131		$	6,646		$	—		$	—	$	24,777
Investing activities:
Cash paid for acquisitions, net		(12,378	)		(96,592	)		—			—		(108,970	)
Purchases of equipment and leasehold improvements, net		(5,071	)		(770	)		—			—		(5,841	)
Working capital and other settlements for acquisitions		(857	)		1,284			—			—		427
Intercompany investments and other					—						—		—
Net cash used in investing activities		(18,306	)		(96,078	)		—			—		(114,384	)
Financing activities:
Borrowings under senior secured revolving credit facility		—			—			170,640			—		170,640
Proceeds from the exercise of options and warrants					—			2,258					2,258
Excess tax benefit related to share-based compensation					—			2,853					2,853
Net repayments of working capital facilities					(6,279	)		—					(6,279	)
Purchases of stock for treasury					—			(387	)				(387	)
Payment of deferred financing costs					—			(1,074	)				(1,074	)
Repayment of subordinated unsecured notes payable		(2,193	)		—			—			—		(2,193	)
Repayment under senior secured revolving credit facility		—			—			(76,000	)		—		(76,000	)
Intercompany notes and investments and other		449			97,747			(98,290	)		—		(94	)
Net cash provided by (used in) financing activities		(1,744	)		91,468			—			—		89,724
Exchange rate impact on cash and cash equivalents		—			94			—			—		94
Net increase (decrease) in cash and cash equivalents		(1,919	)		2,130			—			—		211
Cash and cash equivalents, beginning of year		6,044			2,372			—			—		8,416
Cash and cash equivalents, end of year	$	4,125		$	4,502		$	—		$	—	$	8,627

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

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

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Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Fair Value, Inputs, Level 2 [Member] | Foreign Currency Derivative Asset [Member]
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis [Line Items]
Financial instruments, fair value	$ 272	$ 61
Fair Value, Inputs, Level 2 [Member] | Foreign Currency Derivative Liability [Member]
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis [Line Items]
Financial instruments, fair value		(683)
Fair Value, Inputs, Level 3 [Member] | Contingent Consideration [Member]
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis [Line Items]
Financial instruments, fair value	(6,587)	(4,834)
Contingent Consideration [Member]
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis [Line Items]
Financial instruments, fair value	(6,587)	(4,834)
Foreign Currency Derivative Asset [Member]
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis [Line Items]
Financial instruments, fair value	272	61
Foreign Currency Derivative Liability [Member]
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value of Financial Assets Measured on a Recurring Basis [Line Items]
Financial instruments, fair value		$ (683)

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Note 6 - Accrued Expenses (Details) - Accrued Expenses (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Accrued Expenses [Abstract]
Accrued compensation and benefits	$ 15,041	$ 9,056
Accrued selling and professional fees	4,202	4,317
Accrued income, value added and other taxes	26,576	17,164
Accrued medical panel fees	4,391	3,460
Other accrued expenses	3,768	4,451
Totals	$ 53,978	$ 38,448

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Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries (Details) - Condensed Consolidating Balance Sheet (USD $)	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 9,751,000		$ 12,829,000		$ 8,627,000		$ 8,416,000
Accounts receivable, net	203,189,000		169,905,000
Prepaid expenses	13,805,000		5,785,000
Deferred tax assets	3,776,000		433,000
Other current assets	1,437,000		1,298,000
Total current assets	231,958,000		190,250,000
Property, equipment and leasehold improvements, net	15,726,000		10,950,000
Goodwill	495,679,000		369,312,000		370,143,000
Intangible assets, net	102,583,000		94,864,000
Long-term accounts receivable, less current portion	46,401,000		35,952,000
Deferred tax assets, noncurrent	29,682,000		21,491,000
Deferred financing costs, net	6,169,000		8,193,000
Other assets	1,946,000		1,501,000
Total assets	930,144,000	[1],[2],[3]	732,513,000	[1],[2],[3]	740,501,000	[1],[2],[3]
Current liabilities:
Accounts payable	57,033,000		52,672,000
Accrued expenses	53,978,000		38,448,000
Accrued interest expense	10,667,000		10,431,000
Deferred revenue	6,402,000		5,795,000
Current portion of subordinated unsecured notes payable			318,000
Current portion of contingent earnout obligation	4,473,000		2,032,000
Current portion of working capital facilities	40,396,000
Other current liabilities	6,950,000		6,438,000
Total current liabilities	179,899,000		116,134,000
Senior unsecured notes payable	250,000,000		250,000,000
Senior secured revolving credit facility	143,853,000		82,970,000
Long-term contingent earnout obligation, less current portion	2,114,000		2,373,000
Other long-term liabilities	9,403,000		8,165,000
Total liabilities	585,269,000		459,642,000
Commitments and contingencies
Stockholders’ equity (deficit)	344,875,000		272,871,000		244,148,000		237,924,000
Total liabilities and stockholders' equity (deficit)	930,144,000		732,513,000
Consolidation, Eliminations [Member]
Current assets:
Intercompany receivable	(52,669,000)		(29,551,000)
Deferred tax assets	(4,000)		(4,000)
Total current assets	(52,673,000)		(29,555,000)
Investment in subsidiaries	(808,779,000)		(631,836,000)
Intercompany notes receivable	(348,928,000)		(349,652,000)
Deferred financing costs, net			(8,100,000)
Total assets	(1,210,380,000)		(1,019,143,000)
Current liabilities:
Intercompany payable	(52,669,000)		(29,551,000)
Deferred tax liability, noncurrent	(4,000)		(4,000)
Total current liabilities	(52,673,000)		(29,555,000)
Intercompany notes payable	(348,928,000)		(349,652,000)
Total liabilities	(401,601,000)		(379,207,000)
Commitments and contingencies
Stockholders’ equity (deficit)	(808,779,000)		(639,936,000)
Total liabilities and stockholders' equity (deficit)	(1,210,380,000)		(1,019,143,000)
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	388,000		760,000		4,125,000		6,044,000
Accounts receivable, net	55,684,000		46,828,000
Intercompany receivable	42,002,000		19,120,000
Prepaid expenses	8,248,000		2,889,000
Deferred tax assets	3,780,000		437,000
Other current assets	272,000		61,000
Total current assets	110,374,000		70,095,000
Property, equipment and leasehold improvements, net	10,394,000		6,760,000
Investment in subsidiaries	217,344,000		217,034,000
Intercompany notes receivable	174,464,000		174,826,000
Goodwill	387,104,000		259,316,000
Intangible assets, net	64,530,000		37,172,000
Deferred tax assets, noncurrent	22,505,000		15,470,000
Deferred financing costs, net	6,140,000		8,100,000
Other assets	663,000		497,000
Total assets	993,518,000		789,270,000
Current liabilities:
Accounts payable	20,163,000		17,524,000
Intercompany payable	10,667,000		10,431,000
Accrued expenses	23,904,000		10,839,000
Deferred revenue	244,000		100,000
Current portion of subordinated unsecured notes payable			318,000
Other current liabilities	2,363,000		2,116,000
Total current liabilities	57,341,000		41,328,000
Intercompany notes payable	174,464,000		174,826,000
Other long-term liabilities	1,795,000		1,791,000
Total liabilities	233,600,000		217,945,000
Commitments and contingencies
Stockholders’ equity (deficit)	759,918,000		571,325,000
Total liabilities and stockholders' equity (deficit)	993,518,000		789,270,000
Non-Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	9,363,000		12,069,000		4,502,000		2,372,000
Accounts receivable, net	147,505,000		123,077,000
Prepaid expenses	5,557,000		2,896,000
Other current assets	1,165,000		1,237,000
Total current assets	163,590,000		139,279,000
Property, equipment and leasehold improvements, net	5,332,000		4,190,000
Goodwill	108,575,000		109,996,000
Intangible assets, net	38,053,000		57,692,000
Long-term accounts receivable, less current portion	46,401,000		35,952,000
Deferred tax assets, noncurrent	7,177,000		6,021,000
Deferred financing costs, net	29,000		93,000
Other assets	1,283,000		1,004,000
Total assets	370,440,000		354,227,000
Current liabilities:
Accounts payable	36,870,000		35,148,000
Intercompany payable	42,002,000		19,120,000
Accrued expenses	30,074,000		27,609,000
Deferred revenue	6,158,000		5,695,000
Deferred tax liability, noncurrent	4,000		4,000
Current portion of contingent earnout obligation	4,473,000		2,032,000
Current portion of working capital facilities	40,396,000
Other current liabilities	4,587,000		4,322,000
Total current liabilities	164,564,000		93,930,000
Senior secured revolving credit facility			37,943,000
Intercompany notes payable	174,464,000		174,826,000
Long-term contingent earnout obligation, less current portion	2,114,000		2,373,000
Other long-term liabilities	7,608,000		6,374,000
Total liabilities	348,750,000		315,446,000
Commitments and contingencies
Stockholders’ equity (deficit)	21,690,000		38,781,000
Total liabilities and stockholders' equity (deficit)	370,440,000		354,227,000
Parent Company [Member]
Current assets:
Intercompany receivable	10,667,000		10,431,000
Total current assets	10,667,000		10,431,000
Investment in subsidiaries	591,435,000		414,802,000
Intercompany notes receivable	174,464,000		174,826,000
Deferred financing costs, net			8,100,000
Total assets	776,566,000		608,159,000
Current liabilities:
Accrued interest expense	10,667,000		10,431,000
Total current liabilities	10,667,000		10,431,000
Senior unsecured notes payable	250,000,000		250,000,000
Senior secured revolving credit facility	143,853,000		45,027,000
Total liabilities	404,520,000		305,458,000
Commitments and contingencies
Stockholders’ equity (deficit)	372,046,000		302,701,000
Total liabilities and stockholders' equity (deficit)	$ 776,566,000		$ 608,159,000

[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.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014		Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 9,751		$ 12,829
Accounts receivable, net	203,189		169,905
Prepaid expenses	13,805		5,785
Deferred tax assets	3,776		433
Other current assets	1,437		1,298
Total current assets	231,958		190,250
Property, equipment and leasehold improvements, net	15,726		10,950
Goodwill	495,679		369,312
Intangible assets, net	102,583		94,864
Long-term accounts receivable, less current portion	46,401		35,952
Deferred tax assets, noncurrent	29,682		21,491
Deferred financing costs, net	6,169		8,193
Other assets	1,946		1,501
Total assets	930,144	[1],[2],[3]	732,513	[1],[2],[3]
Current liabilities:
Accounts payable	57,033		52,672
Accrued expenses	53,978		38,448
Accrued interest expense	10,667		10,431
Deferred revenue	6,402		5,795
Subordinated unsecured notes payable			318
Current portion of contingent earnout obligation	4,473		2,032
Current portion of working capital facilities	40,396
Other current liabilities	6,950		6,438
Total current liabilities	179,899		116,134
Senior unsecured notes payable	250,000		250,000
Senior secured revolving credit facility and working capital facilities, less current portion	143,853		82,970
Long-term contingent earnout obligation, less current portion	2,114		2,373
Other long-term liabilities	9,403		8,165
Total liabilities	585,269		459,642
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value; Authorized 50,000 shares; no shares issued and outstanding at December 31, 2013 and December 31, 2014	0		0
Common stock, $0.0001 par value; Authorized 250,000 shares; issued and outstanding 36,928 and 40,371 shares at December 31, 2013 and December 31, 2014, respectively	4		4
Additional paid-in capital	403,945		333,996
Accumulated other comprehensive loss	(14,376)		(5,937)
Accumulated deficit	(36,210)		(46,704)
Treasury stock, at cost; Outstanding 905 shares at December 31, 2013 and December 31, 2014	(8,488)		(8,488)
Total stockholders’ equity	344,875		272,871
Total liabilities and stockholders' equity	$ 930,144		$ 732,513

[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.

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Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items]
Goodwill	$ 495,679,000	$ 369,312,000	$ 370,143,000
Customer Relationships [Member] | Preliminary Purchase Price Allocation [Member] | 2014 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items]
Intangible assets	50,216,000
Trade Names [Member] | Preliminary Purchase Price Allocation [Member] | 2014 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items]
Intangible assets	10,342,000
Noncompete Agreements [Member] | Preliminary Purchase Price Allocation [Member] | 2014 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items]
Intangible assets	590,000
Technology-Based Intangible Assets [Member] | Preliminary Purchase Price Allocation [Member] | 2014 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items]
Intangible assets	1,870,000
Preliminary Purchase Price Allocation [Member] | 2014 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items]
Equipment and leasehold improvements	886,000
Goodwill	136,034,000
Net deferred tax liability associated with step-up in book basis	(9,041,000)
Assets acquired and liabilities assumed, net	3,785,000
Total	194,682,000
2014 Acquisitions [Member]
Note 3 - Acquisitions (Details) - Preliminary Allocation of Purchase Price, 2014 [Line Items]
Total	$ 194,700,000

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Consolidated Statements of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Operating activities:
Net income (loss)	$ 10,494,000	$ (10,216,000)	$ (14,939,000)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Gain on interest rate swap		(101,000)	(225,000)
Depreciation and amortization	60,280,000	62,748,000	58,551,000
Amortization of deferred rent	(112,000)	(370,000)	(82,000)
Share-based compensation	20,024,000	17,157,000	13,756,000
Excess tax benefit related to share-based compensation	(9,287,000)	(6,610,000)	(2,853,000)
Provision for doubtful accounts	5,727,000	4,751,000	2,852,000
Amortization of deferred financing costs	2,317,000	2,191,000	2,190,000
Deferred income taxes	(19,546,000)	(18,021,000)	(21,201,000)
Other			(31,000)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable	(49,437,000)	(31,112,000)	(24,666,000)
Prepaid expenses and other current assets	(7,505,000)	(552,000)	(64,000)
Accounts payable and accrued expenses	31,642,000	15,625,000	8,300,000
Accrued interest expense	236,000	(487,000)	671,000
Deferred revenue and customer deposits	226,000	1,676,000	2,425,000
Other liabilities	140,000	(324,000)	93,000
Net cash provided by operating activities	45,199,000	36,355,000	24,777,000
Investing activities:
Cash paid for acquisitions, net	(187,402,000)	(3,318,000)	(108,970,000)
Purchases of building, equipment and leasehold improvements, net	(10,894,000)	(6,544,000)	(5,841,000)
Working capital and other settlements for acquisitions	(2,331,000)	(569,000)	427,000
Proceeds from foreign currency net investment hedges	4,006,000	1,421,000
Other	(1,542,000)	(1,144,000)
Net cash used in investing activities	(198,163,000)	(10,154,000)	(114,384,000)
Financing activities:
Borrowings under senior secured revolving credit facility	299,255,000	142,473,000	170,640,000
Proceeds from the exercise of options and warrants	42,437,000	24,261,000	2,258,000
Excess tax benefit related to share-based compensation	9,287,000	6,610,000	2,853,000
Net borrowings (repayments) under working capital facilities	4,939,000	2,772,000	(6,279,000)
Purchases of stock for treasury			(387,000)
Payment of deferred financing costs	(263,000)	(172,000)	(1,074,000)
Repayment of subordinated unsecured notes payable	(333,000)	(270,000)	(2,193,000)
Repayment of contingent earnout obligation	(4,362,000)
Repayments under senior secured revolving credit facility	(200,429,000)	(196,746,000)	(76,000,000)
Other	(53,000)		(94,000)
Net cash provided by (used in) financing activities	150,478,000	(21,072,000)	89,724,000
Exchange rate impact on cash and cash equivalents	(592,000)	(927,000)	94,000
Net increase (decrease) in cash and cash equivalents	(3,078,000)	4,202,000	211,000
Cash and cash equivalents, beginning of year	12,829,000	8,627,000	8,416,000
Cash and cash equivalents, end of year	9,751,000	12,829,000	8,627,000
Supplemental disclosures of cash flow information:
Cash paid for interest	28,876,000	27,495,000	25,214,000
Cash paid for income taxes	3,510,000	8,967,000	8,913,000
Issuance of Common Stock for Acquisitions [Member]
Financing activities:
Issuance of common stock for acquisitions			$ 85,000

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Note 10 - Long-term Debt (Details) - Debt (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014		Sep. 30, 2014	Dec. 31, 2013
Note 10 - Long-term Debt (Details) - Debt [Line Items]
	$ 434,249			$ 333,288
Less current portion	40,396			318
	393,853			332,970
Revolving credit facilities			143,900
Senior Unsecured Notes Payable [Member]
Note 10 - Long-term Debt (Details) - Debt [Line Items]
Unsecured notes payable	250,000	[1]		250,000	[1]
Senior Secured Revolving Credit Facility [Member]
Note 10 - Long-term Debt (Details) - Debt [Line Items]
Revolving credit facilities	143,853	[2]		45,027	[2]
Working Capital Facilities [Member]
Note 10 - Long-term Debt (Details) - Debt [Line Items]
Revolving credit facilities	40,396	[3]		37,943	[3]
Various Unsecured Notes Payable [Member]
Note 10 - Long-term Debt (Details) - Debt [Line Items]
Unsecured notes payable		[4]		$ 318	[4]

[1] On July 19, 2011, the Company closed a private offering of $250.0 million in aggregate principal amount of 9.0% senior notes due 2019 (the "Initial Notes"). The Initial Notes were issued at a price of 100% of their principal amount. 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. At any time on or after July 15, 2015, the Company may redeem some or all of the Senior Unsecured Notes at the redemption prices stated in the Indenture, plus accrued and unpaid interest to the date of redemption. Prior to July 15, 2014, the Company may redeem up to 35% of the aggregate principal amount of the Senior Unsecured Notes with net cash proceeds from certain equity offerings at a redemption price equal to 109% of the aggregate principal amount of the Senior Unsecured Notes, plus accrued and unpaid interest, if any, provided that at least 65% of the original aggregate principal amount of the Senior Unsecured Notes remains outstanding after redemption. Further, the Company may redeem some or all of the of the Senior Unsecured Notes at any time prior to July 15, 2015 at a redemption price equal to 100% of the principal amount of the Senior Unsecured Notes plus a make whole premium described in the Indenture, plus accrued and unpaid interest. The Indenture includes covenants which, subject to certain exceptions, limit the ability of the Company and its restricted subsidiaries (as defined in the Indenture) to, among other things, incur additional indebtedness, make certain types of restricted payments, incur liens on assets of the Company or the restricted subsidiaries, engage in asset sales and enter into transactions with affiliates. Upon a change of control (as defined in the Indenture), the Company may be required to make an offer to repurchase the Senior Unsecured Notes at 101% of their principal amount, plus accrued and unpaid interest. The Indenture also contains customary events of default.

[2] The Company entered into a Senior Secured Revolving Credit Facility agreement dated November 2, 2010 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 $3,000,000 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: PricingTier Consolidated Senior Secured Leverage Ratio CommitmentFee/UnusedLine Fee Letter ofCredit Fee EurocurrencyRate Loans Base RateLoans 1 2.50 to 1.0 0.50% 3.75% 3.75% 2.75% 2 2.00to 1.0 but <2.50to 1.0 0.45% 3.50% 3.50% 2.50% 3 1.50to 1.0 but <2.00to 1.0 0.40% 3.25% 3.25% 2.25% 4 1.00to 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 December 31, 2014, the Company had $143.9 million outstanding under the Senior Secured Revolving Credit Facility, bearing interest at a rate of LIBOR plus 3.00%, resulting in $118.6 million of undrawn commitments.

[3] 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 December 31, 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 December 31, 2014, UKIM had $7.7 million outstanding under the working capital facility, resulting in approximately $86,000 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 December 31, 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 December 31, 2014, Premex had $32.7 million outstanding under the working capital facility, resulting in approximately $8.5 million in availability.

[4] 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. Five notes payable totaling $4.4 million bore interest at 6%, and were payable quarterly with amounts ranging between $50,000 and $76,000, with maturity dates ranging from August 2011 through March 2013. The remaining balance of the notes payable, $2.5 million, were noninterest bearing and payable annually with amounts ranging between $250,000 and $750,000, maturing in 2014. The Company made principal payments totaling $333,000 during the year ended December 31, 2014, fully settling its obligations under these instruments. As of December 31, 2014, future maturities of long-term debt were as follows (in thousands): Amount Years ended December 31: 2015 $40,396 2016 143,853 2017 - 2018 - 2019 250,000 Thereafter - Total $434,249

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Note 2 - Summary of Significant Accounting Policies (Details) (USD $)	0 Months Ended	1 Months Ended	12 Months Ended			9 Months Ended	3 Months Ended	1 Months Ended		12 Months Ended	6 Months Ended
	May 06, 2011	Jul. 31, 2011	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Sep. 30, 2014	Dec. 31, 2012	Feb. 28, 2014	Feb. 28, 2013	Dec. 31, 2011	Jun. 30, 2014	Jul. 07, 2011	Feb. 09, 2011	Nov. 02, 2010	Jun. 30, 2012	Jul. 19, 2011
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Cash Equivalents, at Carrying Value			$ 0	$ 0
Allowance for Doubtful Accounts Receivable			9,900,000	7,200,000
Cash and Cash Equivalents, at Carrying Value			9,751,000	12,829,000	8,627,000		8,627,000			8,416,000
Cash, FDIC Insured Amount			250,000
Impairment of Long-Lived Assets Held-for-use			0	0
Line of Credit Facility, Increase (Decrease), Other, Net	55,000,000	(37,500,000)
Line of Credit Facility, Maximum Borrowing Capacity	300,000,000	262,500,000										262,500,000	245,000,000	180,000,000
Payments of Debt Extinguishment Costs		621,000
Interest Expense			2,300,000	2,200,000	2,200,000
Deferred Rent Credit			2,600,000	2,000,000
Marketing and Advertising Expense			3,400,000	2,900,000	2,900,000
Facility Lease Terms Maximum Period			10 years
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares)				8,400,000	10,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares)					2,900,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share)					$ 4.60
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value (in Dollars per share)					$ 13,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in Shares)			3,676,807	4,700,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share)			$ 9.95
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability			1,800,000
Business Combination Contingent Consideration Settled In Cash			4,700,000	373,000
Business Combination Contingent Consideration Change Related To Restricted With Shares Issued Previously				110,000
Cost of Sales [Member] | Employee Stock Option [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Allocated Share-based Compensation Expense				2,900,000	3,000,000	2,000,000
Selling, General and Administrative Expenses [Member] | Employee Stock Option [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Allocated Share-based Compensation Expense				9,200,000	9,000,000	6,200,000
Selling, General and Administrative Expenses [Member] | Restricted Stock and RSUs [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Allocated Share-based Compensation Expense			8,500,000	4,000,000	662,000
Selling, General and Administrative Expenses [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Allocated Share-based Compensation Expense			3,300,000	1,100,000	1,100,000
Interest and Other Expenses [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Increase Decrease In Interest And Other Expense Related To Contingent Consideration			405,000
Employee Stock Option [Member] | Vests over Four Years [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares)			43,000
Employee Stock Option [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares)			630,000	621,000			100,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share)			$ 15.98	$ 8.55
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value (in Dollars per share)			$ 10,100,000	$ 5,300,000
Allocated Share-based Compensation Expense			8,200,000	12,100,000	12,000,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized			8,900,000	10,000,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition			1 year 255 days	1 year 146 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value			54,300,000	26,700,000	1,300,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in Shares)				11.29	4,200,000		4,200,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share)					$ 9.62		$ 9.62
Time Lapse Restricted Stock and RSUs [Member] | Maximum [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			3 years
Time Lapse Restricted Stock and RSUs [Member] | Minimum [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			1 year
Time Lapse Restricted Stock and RSUs [Member] | Midpoint [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			2 years
Restricted Stock and RSUs [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value			6,600,000	1,000,000	553,000
Restricted Stock Units (RSUs) [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized			15,600,000	7,500,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition			1 year 219 days	1 year 328 days
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period (in Shares)								83,000	75,000
Exchange Notes [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage															9.00%
Senior Unsecured Notes [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Deferred Finance Costs, Gross			7,100,000
Deferred Financing Costs Incurred					420,000					6,700,000
Senior Secured Revolving Credit Facility [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Deferred Finance Costs, Gross			8,300,000
Deferred Financing Costs Incurred			263,000	56,000	654,000
Senior Notes																250,000,000
Debt Instrument, Interest Rate, Stated Percentage																9.00%
Senior Unsecured Notes [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Debt Instrument, Term											2013 years
2014 Acquisitions [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability			6,900,000
Accounts Receivable [Member] | Customer Concentration Risk [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Concentration Risk, Percentage			14.00%	11.00%
Maximum [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share)			$ 17.26	$ 12.61	$ 6.54
Minimum [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share)			$ 14.71	$ 6.63	$ 4.23
UNITED STATES
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Cash and Cash Equivalents, at Carrying Value			389,000
UNITED KINGDOM
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Deferred Revenue			$ 4,400,000	$ 5,400,000

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Note 12 - Income Taxes (Details) - Deferred Taxes (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Deferred Taxes [Abstract]
Allowance for doubtful accounts	$ 3,607	$ 2,784
Basis difference of intangible assets	7,623	6,220
Net operating loss carryforwards	2,334	489
Share-based compensation	10,462	10,930
Foreign currency translation	7,805	4,221
Tax credits	683
Other deferred tax assets	816	476
Other deferred tax assets	1,087	991
Total deferred tax assets	4,423	3,260
Total deferred tax assets	29,994	22,851
Basis difference of property and equipment	(227)	(1,194)
Cash to accrual adjustments	(166)	(2,426)
Cash to accrual adjustments		(166)
Other deferred tax liabilities	(481)	(401)
Other deferred tax liabilities	(85)
Total deferred tax liabilities	(647)	(2,827)
Total deferred tax liabilities	(312)	(1,360)
Net deferred tax assets	3,776	433
Net deferred tax assets	$ 29,682	$ 21,491

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Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("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 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 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.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

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 (t) to the Consolidated Financial Statements).

Cash and Cash Equivalents, Policy [Policy Text Block]

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 2014.

Receivables, Policy [Policy Text Block]

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 $9.9 million as of December 31, 2013 and 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, principally in the U.K., that have aged longer than one year as of December 31, 2013 and 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.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

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 years ended December 31, 2012, 2013 and 2014, no individual customer accounted for more than 10% of revenues. At December 31, 2013 there was an individual customer that accounted for approximately 11% of the accounts receivable balance. At December 31, 2014, there was an individual customer that accounted for approximately 14% of the accounts receivable balance.

As of December 31, 2014, the Company had cash and cash equivalents totaling approximately $9.8 million. These amounts were held for future acquisition and working capital purposes and were held in non-interest bearing accounts, of which $389,000 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.

Property, Plant and Equipment, Policy [Policy Text Block]

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.

Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]

Long-Lived Assets

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

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

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 units' 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 2014 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 December 31, 2014. The goodwill impairment review will continue to be performed annually or 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.

Deferred Charges, Policy [Policy Text Block]

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 $654,000, $56,000 and $263,000 were incurred in the years ended December 31, 2012, 2013 and 2014, respectively.  In July 2011, the Company reduced the aggregate revolving commitments under the Senior Secured Revolving Credit Facility by $37.5 million for a maximum commitment of $262.5 million.  In conjunction with this reduction, the Company recognized debt extinguishment costs of approximately $621,000 in July 2011 for the unamortized portion of the loan costs which were recorded as other interest expense in accordance with ASC topic 470,  Debt  (“ASC 470”).    

Additionally, in July 2011, the Company closed a private offering of $250.0 million in aggregate principal amount of 9.0% senior notes due 2019 (“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 $6.7 million and $420,000 were incurred in the years ended December 31, 2011 and 2012, respectively.

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 $2.2 million for each of the years ended December 31, 2012, and 2013, and $2.3 million for the year ended December 31, 2014, respectively, to interest expense.

Deferred Rent [Policy Text Block]

Deferred Rents

The Company entered into various leases for offices that have certain escalation clauses or other features which require rental expense to be recognized on a straight-line basis over the life of the lease. As of December 31, 2013, and 2014, the deferred rent balance was $2.0 million and $2.6 million, respectively, and is included in other current and long-term liabilities in the accompanying Consolidated Balance Sheets.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

Revenue related to IMEs, peer reviews, bill reviews, administrative support services and Medicare compliance 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 2014, the Company had $5.4 million and $4.4 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.

Cost of Sales, Policy [Policy Text Block]

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.

Shipping and Handling Cost, Policy [Policy Text Block]

Shipping and Handling Costs

Shipping and handling charges billed to customers are recorded as revenue; the corresponding costs are included in costs of revenues.

Advertising Costs, Policy [Policy Text Block]

Marketing and Advertising Costs

Marketing and advertising costs are expensed as incurred and amounted to $2.9 million for each of the years ended December 31, 2012 and 2013, and $3.4 million for the year ended December 31, 2014, respectively, and are included in selling, general and administrative ("SGA") expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss).

Lease, Policy [Policy Text Block]

Accounting for Leases

The Company leases office space under operating lease agreements with original lease periods of up to 10 years. Certain of the lease agreements contain renewal and rent escalation provisions. Rent escalation provisions are considered in determining straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the lease property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term. Landlord allowances for improvements to leaseholds are included in property and equipment and offset by a corresponding deferred rent credit. The Company amortizes the leasehold improvements over the shorter of the life of the improvements or the lease term. The deferred rent credit is included in other liabilities (current and long term) in the accompanying Consolidated Balance Sheets and will be amortized as a reduction of rent expense over the lease term.

Income Tax, Policy [Policy Text Block]

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.

Earnings Per Share, Policy [Policy Text Block]

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 years ended December 31, 2012 and 2013, the potentially dilutive securities include options, warrants, shares of restricted stock with a service restriction not yet satisfied and RSUs exercisable into 10.0 million and 8.4 million shares of common stock, respectively. For the years ended December 31, 2012 and 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 year ended December 31, 2014 (amounts in thousands):

	Year ended December 31, 2014
Net income	$	10,494
Weighted average basic shares outstanding:
Common stock		38,656
Weighted average diluted shares outstanding:
Common stock		38,656
Dilutive securities		2,576
Total		41,232

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

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 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 these employee 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 employee 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 Company’s peer group median implied volatility for 2012 stock option grants, and are based upon the weighted average of the Company’s peer group median implied volatility, the Company’s mean reversion volatility and the median of the Company’s peer group’s most recent historical volatilities for 2013 and 2014 stock option grants. Expected life assumptions are based upon the “simplified” method as for those options issued from 2012 to 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.

The assumptions utilized for stock option grants during 2012, 2013 and 2014 were as follows:

	2012					2013					2014
Volatility		45.86	–	48.36	%		48.37	–	49.10	%		48.59	–	49.27	%
Expected life (years)			6.00					6.00					6.00
Risk-free interest rate		0.83	–	1.15	%		0.97	–	1.73	%		1.81	–	2.08	%
Dividend yield			—					—					—
Fair value	$	4.23	–	6.54		$	6.63	–	12.61		$	14.71	–	17.26

In 2012, the Company issued approximately 2.9 million stock option awards to employees.  The weighted average fair value of each stock option was $4.60 per option and the aggregate fair value was $13.5 million.  All of these awards vest over a three-year period with the exception of 100,000 options granted in the fourth quarter of 2012 which vest over a two year period.  Additionally, all 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 $12.0 million for the year ended December 31, 2012, of which $3.0 million was included in costs of revenues and $9.0 million was recorded in SGA expenses.

In 2013, the Company issued approximately 621,000 stock option awards to employees.  The weighted average fair value of each stock option was $8.55 per option and the aggregate fair value was $5.3 million.  All of these awards vest over a three-year period.  Additionally, all 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 $12.1 million for the year ended December 31, 2013, of which $2.9 million was included in costs of revenues and $9.2 million was recorded in SGA expenses.

In 2014, the Company issued approximately 630,000 stock option awards to employees.  The weighted average fair value of each stock option was $15.98 per option and the aggregate fair value was $10.1 million.  All of these awards vest over a three-year period, with the exception of approximately 43,000 awards which vest over a four-year period.  Additionally, all 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 $8.2 million for the year ended December 31, 2014, of which $2.0 million was included in costs of revenues and $6.2 million was recorded in SGA expenses.

At December 31, 2013 and 2014, the unrecognized compensation expense related to stock option awards was $10.0 million and $8.9 million, respectively, with a remaining weighted average life of 1.4 years and 1.7 years, respectively.

A summary of option activity for the years ended December 31, 2012, 2013 and 2014 follows:

	Number of options			Weighted average exercise price		Weighted average remaining contractual life (years)		Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2011		7,371,304		$	12.48
Options granted		2,933,701			10.28
Options forfeited		(552,228	)		15.28
Options exercised		(289,120	)		8.46
Outstanding at December 31, 2012		9,463,657		$	11.76
Options granted		621,100			18.16
Options forfeited		(520,139	)		15.38
Options exercised		(2,229,873	)		10.85
Outstanding at December 31, 2013		7,334,745		$	12.33
Options granted		629,775			32.72
Options forfeited		(204,348	)		20.42
Options exercised		(2,794,225	)		15.20
Outstanding at December 31, 2014		4,965.947		$	12.96		6.6	$	142,193
Exercisable at December 31, 2014		3,676,807		$	9.95		6.0	$	116,347
Expected to vest after December 31, 2014		1,095,769		$	21.54		8.3	$	21,969

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. Options expected to vest are unvested shares net of expected forfeitures. The total intrinsic value of stock options exercised was approximately $1.3 million, $26.7 million and $54.3 million during the years ended December 31, 2012, 2013 and 2014, respectively. There were approximately 4.2 million options exercisable as of December 31, 2012 with a per share weighted average exercise price of $9.62 per option and approximately 4.7 million options exercisable as of December 31, 2013 with a weighted average exercise price of $11.29 per option.

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 $662,000, $4.0 million and $8.5 million for the years ended December 31, 2012, 2013 and 2014, respectively, all of which is included in SGA expenses.

The following is a summary of restricted share and RSU activity for the years ended December 31, 2012, 2013 and 2014:

	Number of awards			Weighted average grant date fair value
Non-vested awards at December 31, 2011		42,423		$	13.55
Awards granted		187,270			13.73
Awards vested		(40,281	)		13.74
Awards forfeited		—			—
Non-vested awards at December 31, 2012		189,412		$	13.68
Awards granted		668,885			15.78
Awards vested		(77,513	)		13.30
Awards forfeited		(26,570	)		14.06
Non-vested awards at December 31, 2013		754,214		$	15.57
Awards granted		573,818			34.08
Awards vested		(376,753	)		17.39
Awards forfeited		(70,846	)		33.00
Non-vested awards at December 31, 2014		880,433		$	25.46

The total fair value of vested RSUs and shares of restricted stock during the years ended December 31, 2012, 2013 and 2014 was $553,000, $1.0 million and $6.6 million, respectively. At December 31, 2013 and 2014, total unrecognized compensation costs related to non-vested restricted shares and RSUs was $7.5 million and $15.6 million, respectively which is expected to be recognized over a weighted average period of 1.9 years and 1.6 years, respectively.

During the years ended December 31, 2012 and 2013, the Company recorded share-based compensation expense of $1.1 million in each year, and during the year ended December 31, 2014, the Company recorded share-based compensation expense of $3.3 million, respectively, related to annual incentive compensation plans, all of which was recorded in SGA expenses. The 2012 obligation was settled in February 2013 via the issuance of approximately 75,000 restricted stock units, and the 2013 obligation was settled in February 2014 via the issuance of approximately 83,000 shares of restricted stock. The 2014 obligation is recorded as accrued expenses in the accompanying Consolidated Balance Sheets.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value Measurements

In September 2006, the FASB issued authoritative guidance codified as ASC Topic 820, Fair Value Measurements and Disclosures  (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles and expands disclosure about fair value measurements.

ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into the following levels:

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterpart credit risk in its assessment of fair value.

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.

Level 3 – Unobservable inputs based on the company’s own assumptions.

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 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 December 31, 2014
Financial instruments:
Contingent consideration	$	—	$	—		$	(6,587	)	$	(6,587	)
Foreign currency derivative asset		—		272			—			272

 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 $1.8 million in 2014, $6.9 million was added as the result of a 2014 acquisition and, $405,000 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 $4.7 million settled as cash consideration to satisfy installments related to 2009 and 2014 acquisitions, 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, 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 remaining change is due to currency fluctuations.

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.

Comprehensive Income, Policy [Policy Text Block]

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 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, 2012	$	3,356		$	—		$	(173	)	$	3,183
Change during 2013:
Before-tax amount		(14,706	)		799			626			(13,281	)
Tax (expense) benefit		4,725			(316	)		(248	)		4,161
Total activity in 2013		(9,981	)		483			378			(9,120	)
Balance at December 31, 2013	$	(6,625	)	$	483		$	205		$	(5,937	)
Change during 2014:
Before-tax amount		(16,923	)		4,900			—			(12,023	)
Tax (expense) benefit		5,522			(1,938	)		—			3,584
Total activity in 2014		(11,401	)		2,962			—			(8,439	)
Balance at December 31, 2014	$	(18,026	)	$	3,445		$	205		$	(14,376	)

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In February 2013 the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This update amends Accounting Standards Codification (ASC) Topic 220, “Comprehensive Income,” to require reporting entities to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, reporting entities will be required to present, either on the face of the statement of operations or in the footnotes to the financial statements, significant amounts reclassified from accumulated other comprehensive income by statement of operations line item. ASU 2013-02 is effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted these provisions effective January 1, 2013 and the adoption of these provisions did not have a material impact on its financial position, results of operations and cash flows.

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 Company adopted the provisions of this ASU in the first quarter of 2014 and adoption did not have a significant impact on its financial position, results of operations and cash flows.

In November 2014, the FASB issued ASU No. 2014-17, “Business Combinations: Pushdown Accounting” (“ASU 2014-17”) which provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period as a change in accounting principle in accordance with ASC Topic 250, “Accounting Changes and Error Corrections”. If pushdown accounting is applied to an individual change-in-control event, that election is irrevocable. ASU 2014-17 also requires an acquired entity that elects the option to apply pushdown accounting in its separate financial statements to disclose information in the current reporting period that enables users of financial statements to evaluate the effect of pushdown accounting. The Company has adopted the amendments in ASU 2014-17, effective November 18, 2014, as the amendments in the update are effective upon issuance. The adoption of ASU 2014-12 did not have a material impact on the Company’s 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.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertanties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-05”) which define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Currently, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. This going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. This ASU provides guidance regarding management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern and the related footnote disclosures. The amendments are effective for the year ending December 31, 2016, and for interim periods beginning the first quarter of 2017, with early application permitted. The Company plans to adopt the provisions for the year ending December 31, 2016 and will provide such disclosures as required if there are conditions and events that raise substantial doubt about its ability to continue as a going concern. The Company currently does not expect the adoption to have a material impact on its consolidated financial statements.

There were various other accounting standards and interpretations issued during 2012, 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.

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Note 2 - Summary of Significant Accounting Policies (Details) - Basic and Diluted Net Income per Share Computational Data (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Basic and Diluted Net Income per Share Computational Data [Abstract]
Net income (in Dollars)	$ 10,494	$ (10,216)	$ (14,939)
Weighted average basic shares outstanding:
Common stock	38,656	35,315	34,141
Dilutive securities	2,576
Total	41,232	35,315	34,141

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Note 3 - Acquisitions (Tables)

12 Months Ended

Dec. 31, 2014

Note 3 - Acquisitions (Tables) [Line Items]

Business Acquisition, Pro Forma Information [Table Text Block]

	Years ended December 31,
	2013			2014
	(In thousands, except per share data)
Pro forma revenues	$	707,064		$	798,337
Pro forma net income (loss)		(10,144	)		10,900
Pro forma net income (loss) per share - basic	$	(0.29	)	$	0.28
Pro forma net income (loss) per share - diluted	$	(0.29	)	$	0.26

2012 Acquisitions [Member]

Note 3 - Acquisitions (Tables) [Line Items]

Schedule of Preliminary Purchase Price Allocation [Table Text Block]

	Preliminary purchase price allocation December 31, 2012			Adjustments/ reclassifications			Final purchase price allocation December 31, 2013
Equipment and leasehold improvements		850			—			850
Customer relationships		44,413			—			44,413
Tradename		11,901			—			11,901
Covenants not to compete		313			—			313
Technology		666			—			666
Goodwill		60,373			5,606			65,979
Net deferred tax liability associated with step-up in book basis		(9,610	)		(5,836	)		(15,446	)
Assets acquired and liabilities assumed, net		269			580			849
Totals		109,175			350			109,525

2013 Acquisitions [Member]

Note 3 - Acquisitions (Tables) [Line Items]

Schedule of Preliminary Purchase Price Allocation [Table Text Block]

	Preliminary purchase price allocation December 31, 2013		Adjustments/ reclassifications			Final purchase price allocation December 31, 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

2014 Acquisitions [Member]

Note 3 - Acquisitions (Tables) [Line Items]

Schedule of Preliminary Purchase Price Allocation [Table Text Block]

	Preliminary purchase price allocation December 31, 2014
Equipment and leasehold improvements	$	886
Customer relationships		50,216
Tradename		10,342
Covenants not to compete		590
Technology		1,870
Goodwill		136,034
Net deferred tax liability associated with step-up in book basis		(9,041	)
Assets acquired and liabilities assumed, net		3,785
Total	$	194,682

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Note 13 - Segment and Geographical Information (Details) - Revenues by Product Group (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Revenue from External Customer [Line Items]
Revenue	$ 775,615		$ 616,016		$ 521,237
IME and Other Related Services [Member]
Revenue from External Customer [Line Items]
Revenue	674,229	[1]	567,070	[1]	476,847	[1]
Peer and Bill Review Medicare Compliance and Case Management [Member]
Revenue from External Customer [Line Items]
Revenue	$ 101,386	[1]	$ 48,946	[1]	$ 44,390	[1]

[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 are not separately captured within the Company's financial systems and have been included with IME services in the above presentation as separate presentation isnot practicable.

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Schedule II

12 Months Ended

Dec. 31, 2014

Valuation and Qualifying Accounts [Abstract]

Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]

SCHEDULE II

EXAMWORKS GROUP, INC.

VALUATION AND QUALIFYING ACCOUNTS

 (In thousands)

	Beginning Balance		Charged to Costs and Expenses		Deductions			Acquisitions			Ending Balance
Year ended December 31, 2012 Allowance for doubtful accounts	$	2,662	$	2,852	$	(1,370	)	$	215		$	4,359
Year ended December 31, 2013 Allowance for doubtful accounts		4,359		4,751		(1,656	)		(246	)		7,208
Year ended December 31, 2014 Allowance for doubtful accounts	$	7,208	$	5,727	$	(3,004	)	$	—		$	9,931

All financial statement schedules not listed are omitted because they are inapplicable or the requested information is shown in the financial statements of the Registrant or in the related notes to the consolidated financial statements.

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Consolidated Balance Sheets (Parentheticals) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	40,371,000	36,928,000
Common stock, shares outstanding	40,371,000	36,928,000
Treasury stock, shares outstanding	905,000	905,000

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Note 10 - Long-term Debt

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

(10)             Long-Term Debt

	December 31,
	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		143,853
Working capital facilities, Barclays (c)		37,943		40,396
Various subordinated unsecured notes payable; maturing at various dates from 2011 through 2014 (d)		318		—
		333,288		434,249
Less current portion		318		40,396
	$	332,970	$	393,853

(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.

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 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 $3,000,000 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 December 31, 2014, the Company had $143.9 million outstanding under the Senior Secured Revolving Credit Facility, bearing interest at a rate of LIBOR plus 3.00%, resulting in $118.6 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 December 31, 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 December 31, 2014, UKIM had $7.7 million outstanding under the working capital facility, resulting in approximately $86,000 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 December 31, 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 December 31, 2014, Premex had $32.7 million outstanding under the working capital facility, resulting in approximately $8.5 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. Five notes payable totaling $4.4 million bore interest at 6%, and were payable quarterly with amounts ranging between $50,000 and $76,000, with maturity dates ranging from August 2011 through March 2013. The remaining balance of the notes payable, $2.5 million, were noninterest bearing and payable annually with amounts ranging between $250,000 and $750,000, maturing in 2014. The Company made principal payments totaling $333,000 during the year ended December 31, 2014, fully settling its obligations under these instruments.

As of December 31, 2014, future maturities of long-term debt were as follows (in thousands):

	Amount
Years ended December 31:
2015	$	40,396
2016		143,853
2017		—
2018		—
2019		250,000
Thereafter		—
Total	$	434,249

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Document And Entity Information (USD $)	12 Months Ended
	Dec. 31, 2014	Feb. 20, 2015	Jun. 30, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	ExamWorks Group, Inc.
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		40,741,703
Entity Public Float			$ 1,177,000,000
Amendment Flag	false
Entity Central Index Key	0001498021
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Well-known Seasoned Issuer	Yes
Document Period End Date	Dec. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY

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Note 11 - Financial Instruments

12 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

(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 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% with a notional amount of $4.8 million as of December 31, 2012. The interest rate swap agreement 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 at December 31, 2012, and 2013 of $225,000 and $101,000 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 2013 and 2014 years and received $1.4 million and $4.0 million, respectively in net proceeds. This amount was classified in accumulated other comprehensive income 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, 2014, the Company had a net asset of $272,000 recorded in other current assets with the offsetting net unrealized gain being recorded in accumulated other comprehensive loss in its Consolidated Balance Sheets associated with open forward foreign currency contracts which matured in January of 2015.

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

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Revenues	$ 775,615		$ 616,016		$ 521,237
Costs and expenses:
Costs of revenues	497,038		405,329		344,051
Selling, general and administrative expenses	171,197		133,870		113,510
Depreciation and amortization	60,280	[1],[2]	62,748	[1],[2]	58,551	[1],[2]
Total costs and expenses	728,515		601,947		516,112
Income from operations	47,100		14,069		5,125
Interest and other expenses, net:
Interest expense, net	31,977		29,531		27,968
Other (income) expense, net	194		211		(226)
Gain on interest rate swap			(101)		(225)
Realized foreign currency loss					534
Total interest and other expenses, net	32,171		29,641		28,051
Income (loss) before income taxes	14,929		(15,572)		(22,926)
Provision (benefit) for income taxes	4,435		(5,356)		(7,987)
Net income (loss)	10,494		(10,216)		(14,939)
Comprehensive Income (Loss):
Net income (loss)	10,494		(10,216)		(14,939)
Foreign currency translation adjustments, net of tax	(8,439)		(9,120)		4,612
Total comprehensive income (loss)	$ 2,055		$ (19,336)		$ (10,327)
Net income (loss) per share:
Basic (in Dollars per share)	$ 0.27		$ (0.29)		$ (0.44)
Diluted (in Dollars per share)	$ 0.25		$ (0.29)		$ (0.44)
Weighted average number of common shares outstanding:
Basic (in Shares)	38,656		35,315		34,141
Diluted (in Shares)	41,232		35,315		34,141

[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.

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Note 5 - Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

 (5)              Goodwill and Intangible Assets

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

	United					United
	States		Canada			Kingdom			Australia			Total
Balance at December 31, 2012	$	266,521	$	21,041		$	36,118		$	46,463		$	370,143
Goodwill acquired during the year		350		—			2,674			—			3,024
Adjustments to prior year acquisitions		6,199		—			—			(592	)		5,607
Effect of foreign currency translation		—		(1,762	)		801			(8,501	)		(9,462	)
Balance at December 31, 2013		273,070		19,279			39,593			37,370			369,312
Goodwill acquired during the year		128,426		—			1,640			5,968			136,034
Adjustments to prior year acquisitions		64		—			(324	)		—			(260	)
Effect of foreign currency translation		—		(2,101	)		(2,555	)		(4,751	)		(9,407	)
Balance at December 31, 2014	$	401,560	$	17,178		$	38,354		$	38,587		$	495,679

(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.

Intangible assets at December 31, 2013 and 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

					December 31, 2014
	Estimated useful lives (months)				Gross carrying amount		Accumulated amortization			Net carrying value
Amortizable intangible assets:
Customer relationships		40	to	60	$	244,211	$	(167,943	)	$	76,268
Tradenames		45	to	84		68,264		(45,901	)		22,363
Covenants not to compete			36			6,761		(4,116	)		2,645
Technology		24	to	40		9,188		(7,881	)		1,307
Totals					$	328,424	$	(225,841	)	$	102,583

The aggregate intangible amortization expense was $53.0 million, and $57.0 million and $53.8 million for the years ended December 31, 2012, 2013 and 2014, respectively. The estimated future amortization expense of intangible assets is as follows (in thousands):

	Amount
Years ended December 31:
2015	$	46,827
2016		33,363
2017		20,625
2018		1,382
2019		386
Total	$	102,583

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Note 4 - Property, Equipment and Leasehold Improvements

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

(4)               Property, Equipment and Leasehold Improvements

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

	Estimated useful lives				December 31,
	(years)				2013		2014
Building			15		$	600	$	2,553
Computer and office equipment			3			19,551		19,160
Furniture and fixtures		3	to	5		3,364		4,274
Leasehold improvements			Lease term			3,251		4,836
						26,766		30,824
Less accumulated depreciation and amortization						15,816		15,098
Totals					$	10,950	$	15,726

Depreciation expense was $5.5 million, $5.7 million and $6.5 million for the years ended December 31, 2012, 2013 and 2014, respectively.

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Note 2 - Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Schedule of Weighted Average Number of Shares [Table Text Block]

	Year ended December 31, 2014
Net income	$	10,494
Weighted average basic shares outstanding:
Common stock		38,656
Weighted average diluted shares outstanding:
Common stock		38,656
Dilutive securities		2,576
Total		41,232

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	2012					2013					2014
Volatility		45.86	–	48.36	%		48.37	–	49.10	%		48.59	–	49.27	%
Expected life (years)			6.00					6.00					6.00
Risk-free interest rate		0.83	–	1.15	%		0.97	–	1.73	%		1.81	–	2.08	%
Dividend yield			—					—					—
Fair value	$	4.23	–	6.54		$	6.63	–	12.61		$	14.71	–	17.26

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

	Number of options			Weighted average exercise price		Weighted average remaining contractual life (years)		Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2011		7,371,304		$	12.48
Options granted		2,933,701			10.28
Options forfeited		(552,228	)		15.28
Options exercised		(289,120	)		8.46
Outstanding at December 31, 2012		9,463,657		$	11.76
Options granted		621,100			18.16
Options forfeited		(520,139	)		15.38
Options exercised		(2,229,873	)		10.85
Outstanding at December 31, 2013		7,334,745		$	12.33
Options granted		629,775			32.72
Options forfeited		(204,348	)		20.42
Options exercised		(2,794,225	)		15.20
Outstanding at December 31, 2014		4,965.947		$	12.96		6.6	$	142,193
Exercisable at December 31, 2014		3,676,807		$	9.95		6.0	$	116,347
Expected to vest after December 31, 2014		1,095,769		$	21.54		8.3	$	21,969

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

	Number of awards			Weighted average grant date fair value
Non-vested awards at December 31, 2011		42,423		$	13.55
Awards granted		187,270			13.73
Awards vested		(40,281	)		13.74
Awards forfeited		—			—
Non-vested awards at December 31, 2012		189,412		$	13.68
Awards granted		668,885			15.78
Awards vested		(77,513	)		13.30
Awards forfeited		(26,570	)		14.06
Non-vested awards at December 31, 2013		754,214		$	15.57
Awards granted		573,818			34.08
Awards vested		(376,753	)		17.39
Awards forfeited		(70,846	)		33.00
Non-vested awards at December 31, 2014		880,433		$	25.46

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	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 December 31, 2014
Financial instruments:
Contingent consideration	$	—	$	—		$	(6,587	)	$	(6,587	)
Foreign currency derivative asset		—		272			—			272

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

	Foreign Currency Translation			Net investment hedge - foreign exchange contract			Net investment hedge - Australian denominated debt			Total
Balance at December 31, 2012	$	3,356		$	—		$	(173	)	$	3,183
Change during 2013:
Before-tax amount		(14,706	)		799			626			(13,281	)
Tax (expense) benefit		4,725			(316	)		(248	)		4,161
Total activity in 2013		(9,981	)		483			378			(9,120	)
Balance at December 31, 2013	$	(6,625	)	$	483		$	205		$	(5,937	)
Change during 2014:
Before-tax amount		(16,923	)		4,900			—			(12,023	)
Tax (expense) benefit		5,522			(1,938	)		—			3,584
Total activity in 2014		(11,401	)		2,962			—			(8,439	)
Balance at December 31, 2014	$	(18,026	)	$	3,445		$	205		$	(14,376	)

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Note 12 - Income Taxes

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

(12)           Income Taxes

The components of the expense (benefit) for income taxes for the years ended December 31, 2012, 2013 and 2014 were as follows (in thousands):

	December 31,
	2012			2013			2014
Current:
Federal	$	6,719		$	5,145		$	16,081
State		2,547			1,340			2,131
Foreign		3,949			6,180			5,769
		13,215			12,665			23,981
Deferred:
Federal		(13,285	)		(10,026	)		(13,175	)
State		(2,857	)		(2,156	)		(1,291	)
Foreign		(5,059	)		(5,839	)		(5,080	)
Total		(21,201	)		(18,021	)		(19,546	)
Expense (Benefit) for income taxes	$	(7,987	)	$	(5,356	)	$	4,435

Deferred taxes result from temporary differences between the bases of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. The sources of the temporary differences and their effect on deferred tax assets and liabilities as of December 31, 2013 and 2014 were as follows (in thousands):

	December 31,
	2013						2014
	Current			Noncurrent			Current			Noncurrent
Deferred tax assets:
Allowance for doubtful accounts	$	2,784		$	—		$	3,607		$	—
Basis difference of intangible assets		—			6,220			—			7,623
Net operating loss carryforwards		—			489			—			2,334
Share-based compensation		—			10,930			—			10,462
Foreign currency translation		—			4,221			—			7,805
Tax credits		—			—			—			683
Other deferred tax assets		476			991			816			1,087
Total deferred tax assets		3,260			22,851			4,423			29,994
Deferred tax liabilities:
Basis difference of property and equipment		—			(1,194	)		—			(227	)
Cash to accrual adjustments		(2,426	)		(166	)		(166	)		—
Other deferred tax liabilities		(401	)		—			(481	)		(85	)
Total deferred tax liabilities		(2,827	)		(1,360	)		(647	)		(312	)
Net deferred tax assets	$	433		$	21,491		$	3,776		$	29,682

The reconciliation of income tax computed at the U.S. federal statutory rate to income tax expense (benefit) for the years ended December 31, 2012, 2013 and 2014 were as follows (in thousands):

	December 31,
	2012			2013			2014
Expected tax expense (benefit)	$	(8,024	)	$	(5,450	)	$	5,225
Increase (decrease) in income taxes resulting from:
State income taxes, net of federal benefit		(770	)		(694	)		712
Non-deductible items		274			240			896
Foreign tax rates		551			433			(2,587	)
Other		(18	)		115			189
Income tax expense (benefit)	$	(7,987	)	$	(5,356	)	$	4,435

For the year ended December 31, 2012, the Company generated $30.8 million of U.S. federal taxable income and utilized $12.9 million in NOLs from the 2011 year.  For the year ended December 31, 2012 the Company utilized AMT credits of $171,000 to offset its U.S. federal tax liabilities. During the year ended December 31, 2012, the Company generated an additional $3.1 million in foreign tax credits related to income taxes payable at certain of its businesses located in the U.K. and Australia and utilized $2.7 million in foreign tax credits to offset its current tax liability.  Additionally, in 2012 the Company utilized $7.9 million of option related tax benefits, and reduced its income taxes payable by $2.9 million, for excess tax benefits, of which was recorded to additional paid in capital. 

For the year ended December 31, 2013, the Company generated $30.2 million of U.S. federal taxable income and utilized $1.4 million in acquired NOLs from the 2012 year.  Additionally, during the year ended December 31, 2013, the Company generated an additional $3.6 million in foreign tax credits related to income taxes payable at certain of its businesses located in the U.K. and Australia and utilized $3.3 million in foreign tax credits to offset its current tax liability.  Additionally, in 2013 the Company utilized $19.2 million of option related tax benefits, reducing its income taxes payable by $7.6 million, for excess tax benefits, which was recorded to additional paid in capital.

For the year ended December 31, 2014, the Company generated an estimated $41.2 million of U.S. federal taxable income and utilized $1.5 million of acquired net operating losses.  Additionally, during the year ended December 31, 2014, the Company generated an additional estimated $6.0 million in foreign tax credits related to income taxes payable at certain of its businesses located in the U.K. and Australia all of which were used to offset its current tax liability.  Additionally, in 2014 the Company utilized $39.5 million of option related tax benefits, reducing its income taxes payable by $15.6 million, for excess tax benefits, $9.3 million of  which was recorded to additional paid in capital and the remainder, $6.3 million is in a suspended APIC pool. As of December 31, 2014, the Company had $11.3 million in state NOLs, which expire between 2028 and 2033, and $3.3 million in foreign NOLs, which expire between 2029 and 2031, to offset future taxable income. The Company completed an analysis of projected future taxable income and determined that all deferred tax assets, including net operating loss carryforwards and tax credit carryforwards are more likely than not to be realized in the foreseeable future.

As a result of certain realization requirements of ASC 718, the table of deferred tax assets and liabilities does not include certain deferred tax assets as of December 31, 2014 that arose directly from (or the use of which was postponed by) tax deductions related to equity compensation that are greater than the compensation recognized for financial reporting. Equity will be increased by $6.3 million if and when such deferred tax assets are ultimately realized. The Company uses ASC 740 ordering when determining when excess tax benefits have been realized.

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 years ended December 31, 2013 and 2014 (in thousands): 

Balance at January 1, 2013	$	327
Increase to prior year tax positions		28
Increase to current year tax positions		—
Expiration of the statute of limitations for the assessment of taxes		—
Decrease related to settlements		—
Balance at December 31, 2013		355
Increase to prior year tax positions		1,238
Increase to current year tax positions		—
Expiration of the statute of limitations for the assessment of taxes		—
Decrease related to settlements		—
Balance at December 31, 2014	$	1,593

The Company is no longer subject to U.S. federal income or state tax return examinations by tax authorities for tax years before 2010 and 2009, 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. The Company has not, nor does it anticipate the need to repatriate cash to the U.S. to satisfy domestic liquidity needs in the ordinary course of business, or to satisfy domestic debt service requirements. Deferred taxes are provided for earnings outside the United States when those earnings are not considered indefinitely reinvested.

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Note 8 - Related Party Transactions

12 Months Ended

Dec. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

 (8)              Related Party Transactions

The previous and existing revolving credit facilities contain 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 $238,000, $298,000 and $426,000 in fees, respectively, pertaining to acquisition-related work performed during the years ended December 31, 2012, 2013 and 2014, respectively. P&P Investment, LLC (“P&P”), a company owned by Richard Perlman and James Price, the Chairman and Chief Executive Officer, respectively, of the Company, are minority owners of RedRidge. P&P, Mr. Perlman and Mr. Price had 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 Richard Perlman, the Company's Executive Chairman. Pursuant to the lease, which ran from April 1, 2010 through June 30, 2014 and continuing on a month to month basis thereafter, 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 year ended December 31, 2012, 2013 and 2014, the Company made rental and related payments to Compass of $124,000, $151,000 and $97,000, respectively. As of November 15, 2014, the Company no longer leases space from Compass.

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Note 10 - Long-term Debt (Details) - Borrowings Under the Senior Secured Revolving Credit Facility	12 Months Ended
	Dec. 31, 2014
Pricing Tier 1 [Member] | Eurocurrency Rate Loans [Member]
Guarantor Obligations [Line Items]
Rate Loans	3.75%
Pricing Tier 1 [Member] | Base Rate Loans [Member]
Guarantor Obligations [Line Items]
Rate Loans	2.75%
Pricing Tier 1 [Member] | Minimum [Member]
Guarantor Obligations [Line Items]
Consolidated Leverage Ratio	2.50
Pricing Tier 1 [Member]
Guarantor Obligations [Line Items]
Commitment Fee/Unused Line Fee	0.50%
Letter of Credit Fee	3.75%
Pricing Tier 2 [Member] | Eurocurrency Rate Loans [Member]
Guarantor Obligations [Line Items]
Rate Loans	3.50%
Pricing Tier 2 [Member] | Base Rate Loans [Member]
Guarantor Obligations [Line Items]
Rate Loans	2.50%
Pricing Tier 2 [Member] | Minimum [Member]
Guarantor Obligations [Line Items]
Consolidated Leverage Ratio	2.00
Pricing Tier 2 [Member] | Maximum [Member]
Guarantor Obligations [Line Items]
Consolidated Leverage Ratio	2.50
Pricing Tier 2 [Member]
Guarantor Obligations [Line Items]
Commitment Fee/Unused Line Fee	0.45%
Letter of Credit Fee	3.50%
Pricing Tier 3 [Member] | Eurocurrency Rate Loans [Member]
Guarantor Obligations [Line Items]
Rate Loans	3.25%
Pricing Tier 3 [Member] | Base Rate Loans [Member]
Guarantor Obligations [Line Items]
Rate Loans	2.25%
Pricing Tier 3 [Member] | Minimum [Member]
Guarantor Obligations [Line Items]
Consolidated Leverage Ratio	1.50
Pricing Tier 3 [Member] | Maximum [Member]
Guarantor Obligations [Line Items]
Consolidated Leverage Ratio	2.00
Pricing Tier 3 [Member]
Guarantor Obligations [Line Items]
Commitment Fee/Unused Line Fee	0.40%
Letter of Credit Fee	3.25%
Pricing Tier 4 [Member] | Eurocurrency Rate Loans [Member]
Guarantor Obligations [Line Items]
Rate Loans	3.00%
Pricing Tier 4 [Member] | Base Rate Loans [Member]
Guarantor Obligations [Line Items]
Rate Loans	2.00%
Pricing Tier 4 [Member] | Minimum [Member]
Guarantor Obligations [Line Items]
Consolidated Leverage Ratio	1.00
Pricing Tier 4 [Member] | Maximum [Member]
Guarantor Obligations [Line Items]
Consolidated Leverage Ratio	1.50
Pricing Tier 4 [Member]
Guarantor Obligations [Line Items]
Commitment Fee/Unused Line Fee	0.35%
Letter of Credit Fee	3.00%
Pricing Tier 5 [Member] | Eurocurrency Rate Loans [Member]
Guarantor Obligations [Line Items]
Rate Loans	2.75%
Pricing Tier 5 [Member] | Base Rate Loans [Member]
Guarantor Obligations [Line Items]
Rate Loans	1.75%
Pricing Tier 5 [Member] | Maximum [Member]
Guarantor Obligations [Line Items]
Consolidated Leverage Ratio	1.00
Pricing Tier 5 [Member]
Guarantor Obligations [Line Items]
Commitment Fee/Unused Line Fee	0.30%
Letter of Credit Fee	2.75%

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Note 6 - Accrued Expenses

12 Months Ended

Dec. 31, 2014

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

(6)               Accrued Expenses

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

	December 31,
	2013		2014
Accrued compensation and benefits	$	9,056	$	15,041
Accrued selling and professional fees		4,317		4,202
Accrued income, value added and other taxes		17,164		26,576
Accrued medical panel fees		3,460		4,391
Other accrued expenses		4,451		3,768
Totals	$	38,448	$	53,978

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Note 7 - Stockholders' Equity

12 Months Ended

Dec. 31, 2014

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

(7)               Stockholders’ Equity

(a) 2012 Transactions

During the year ended December 31, 2012, the Company issued approximately 282,000 shares of common stock to settle stock options exercised during the year.

During the year ended December 31, 2012, the Company issued approximately 21,000 shares of common stock to settle warrants exercised during the period.

During the year ended December 31, 2012, the Company issued approximately 9,000 shares of common stock to settle vested restricted stock units granted in the prior year to an outside consultant as compensation for services to be provided during the year.  The Company recorded the expense related to these awards in SGA expenses over the requisite service period.

During the year ended December 31, 2012 the Company issued approximately 39,000 shares of restricted stock with an estimated fair value of $455,000 to the members of the Board of Directors as compensation for services to be provided in the upcoming year.  The Company will record the expense related to these awards in SGA expenses over the one-year service period.

During the year ended December 31, 2012, in connection with the post-acquisition performance provisions of a 2010 acquisition agreement, the Company recovered approximately 67,000 shares of its common stock with a value of $896,000. These shares of common stock are held as treasury shares as of December 31, 2012.

During the year ended December 31, 2012, the Company repurchased approximately 39,000 shares of common stock under the share repurchase program.  These shares were repurchased at an average cost of $9.91 per share for a total cost of $387,000.

During the year ended December 31, 2012, the Company reissued, from treasury, approximately 6,000 shares of common stock, with a fair value of $85,000, to fund the stock consideration of an acquisition completed in July 2012.

(b) 2013 Transactions

During the year ended December 31, 2013, the Company issued approximately 2.2 million shares of common stock to settle stock options exercised during the year.

During the year ended December 31, 2013, the Company issued approximately 60,000 shares of common stock to settle warrants exercised during the period.

During the year ended December 31, 2013, the Company issued approximately 231,000 shares of restricted stock with a fair value of $3.2 million to certain officers and employees for services to be provided during the next three years. The Company is recording the expense related to these awards in SGA expenses over the requisite service period.

During the year ended December 31, 2013, the Company issued approximately 37,000 shares of common stock to settle vested restricted stock units granted in early 2013 as compensation to certain employees for services provided in the year ended December 31, 2012. The Company recorded the expense related to these awards in SGA expenses over the requisite service period.

During the year ended December 31, 2013, the Company issued approximately 2,000 shares of common stock to settle vested restricted stock units granted in a prior year to an outside consultant as compensation for services to be provided during the year.  The Company recorded the expense related to these awards in SGA expenses over the requisite service period.

During the year ended December 31, 2013 the Company issued approximately 20,000 shares of restricted stock with an estimated fair value of $485,000 to the members of the Board of Directors as compensation for services to be provided in the upcoming year.  The Company will record the expense related to these awards in SGA expenses over the one-year service period.

(c) 2014 Transactions

During the year ended December 31, 2014, the Company issued approximately 2.8 million shares of common stock to settle stock options exercised during the year.

During the year ended December 31, 2014, the Company issued approximately 204,000 shares of common stock to settle warrants exercised during the period.

During the year ended December 31, 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 expense related to these awards in SGA expenses over the requisite service period.

During the year ended December 31, 2014, the Company issued approximately 16,000 shares of restricted stock with a fair value of $555,000 to members of the Board of Directors as compensation for services to be provided during the next year. The Company records the expenses related to these awards in SGA expenses over the requisite service period.

During the year ended December 31, 2014, the Company issued approximately 238,000 shares of common stock to settle vested restricted stock units whose restrictions were lifted during the year. The Company recorded the expense related to these awards in SGA expenses over the requisite service period.

During the year ended December 31, 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.

Repurchased shares of the Company’s common stock are held as treasury shares until they are reissued or retired. When the Company reissues treasury stock, if the value of the transaction is greater than the average price paid to acquire the shares, an increase in additional paid-in capital is recorded. Conversely, if the value of the transaction is less than the average price paid to acquire the shares, a decrease is recorded to additional paid-in capital to the extent of increases previously recorded for similar transactions, and a decrease is recorded in retained earnings for any remaining amount. During the year ended December 31, 2014, the Company did not repurchase any shares under the share repurchase program. As of December 31, 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.

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Note 9 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

(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.

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

	Amount
Years ended December 31:
2015	$	13,249
2016		11,143
2017		9,452
2018		7,772
2019		5,186
Thereafter		4,886
Total	$	51,688

Related rent expense was $9.7 million, $12.5 million and $17.0 million for the years ended December 31, 2012, 2013 and 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 years ended December 31, 2012, 2013 and 2014, the Company recorded $529,000, $571,000 and $970,000 respectively, in compensation expense related to these plans.

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Note 12 - Income Taxes (Details) - Components of Income Tax Benefit (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Components of Income Tax Benefit [Abstract]
Federal	$ 16,081	$ 5,145	$ 6,719
State	2,131	1,340	2,547
Foreign	5,769	6,180	3,949
	23,981	12,665	13,215
Federal	(13,175)	(10,026)	(13,285)
State	(1,291)	(2,156)	(2,857)
Foreign	(5,080)	(5,839)	(5,059)
Total	(19,546)	(18,021)	(21,201)
Expense (Benefit) for income taxes	$ 4,435	$ (5,356)	$ (7,987)

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Note 12 - Income Taxes (Details) - Reconciliation of Income Tax Computed at the U.S. Federal Statutory Rate (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Reconciliation of Income Tax Computed at the U.S. Federal Statutory Rate [Abstract]
Expected tax expense (benefit)	$ 5,225	$ (5,450)	$ (8,024)
Increase (decrease) in income taxes resulting from:
State income taxes, net of federal benefit	712	(694)	(770)
Non-deductible items	896	240	274
Foreign tax rates	(2,587)	433	551
Other	189	115	(18)
Income tax expense (benefit)	$ 4,435	$ (5,356)	$ (7,987)

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Note 12 - Income Taxes (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Note 12 - Income Taxes (Details) [Line Items]
Income (Loss) from Continuing Operations before Income Taxes, Domestic	$ 41,200,000	$ 30,200,000	$ 30,800,000
Operating Loss Carryfoward Used to Offset Current Year Taxable Income	1,500,000	1,400,000	12,900,000
Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Amount		3,300,000	2,700,000
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense	39,500,000	19,200,000	7,900,000
Increase (Decrease) in Income Taxes Payable	15,600,000	7,600,000	2,900,000
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation	9,287,000	6,610,000	2,853,000
Amounts Held in Additional Paid in Capital Pool to Increase Equity once Realized	6,300,000
State and Local Jurisdiction [Member]
Note 12 - Income Taxes (Details) [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration	11,300,000
Foreign Tax Authority [Member]
Note 12 - Income Taxes (Details) [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration	3,300,000
AMT [Member]
Note 12 - Income Taxes (Details) [Line Items]
Tax Credit Carryforward, Amount			171,000
Foreign Tax Credit [Member]
Note 12 - Income Taxes (Details) [Line Items]
Tax Credit Carryforward, Amount	$ 6,000,000	$ 3,600,000	$ 3,100,000

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Note 1 - Nature of Operations and Basis of Presentation (Details)	78 Months Ended	84 Months Ended
	Dec. 31, 2014	Dec. 31, 2014
Disclosure Text Block [Abstract]
Number of Businesses Acquired	50	50
Number Of Service Centers	65	65
Number of States in which Entity Operates	50	50

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Note 5 - Goodwill and Intangible Assets (Details) - Intangible Assets (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Amortizable intangible assets:
Gross carrying value	328,424	273,429
Accumulated amortization	(225,841)	(178,565)
Net carrying value	102,583	94,864
Customer Relationships [Member] | Minimum [Member]
Amortizable intangible assets:
Estimated useful lives	40 months	40 months
Customer Relationships [Member] | Maximum [Member]
Amortizable intangible assets:
Estimated useful lives	60 months	60 months
Customer Relationships [Member]
Amortizable intangible assets:
Gross carrying value	244,211	201,395
Accumulated amortization	(167,943)	(132,153)
Net carrying value	76,268	69,242
Trade Names [Member] | Minimum [Member]
Amortizable intangible assets:
Estimated useful lives	45 months	45 months
Trade Names [Member] | Maximum [Member]
Amortizable intangible assets:
Estimated useful lives	84 months	84 months
Trade Names [Member]
Amortizable intangible assets:
Gross carrying value	68,264	59,813
Accumulated amortization	(45,901)	(36,164)
Net carrying value	22,363	23,649
Noncompete Agreements [Member]
Amortizable intangible assets:
Estimated useful lives	36 months	36 months
Gross carrying value	6,761	4,714
Accumulated amortization	(4,116)	(2,986)
Net carrying value	2,645	1,728
Unpatented Technology [Member] | Minimum [Member]
Amortizable intangible assets:
Estimated useful lives	24 months	24 months
Unpatented Technology [Member] | Maximum [Member]
Amortizable intangible assets:
Estimated useful lives	40 months	40 months
Unpatented Technology [Member]
Amortizable intangible assets:
Gross carrying value	9,188	7,507
Accumulated amortization	(7,881)	(7,262)
Net carrying value	1,307	245

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Note 14 - Condensed Consolidating Financial Information of Guarantor Subsidiaries

12 Months Ended

Dec. 31, 2014

Condensed Consolidating Financial Information Of Guarantor Subsidiaries [Abstract]

Condensed Consolidating Financial Information Of Guarantor Subsidiaries [Text Block]

(14)             Condensed Consolidating Financial Information of Guarantor Subsidiaries

The Company has outstanding certain indebtedness that is guaranteed by all of its U.S. subsidiaries. However, the indebtedness is not guaranteed by the Company’s foreign subsidiaries. The guarantor subsidiaries are 100% owned and the guarantees are made on a joint and several basis, and are full and unconditional. Separate consolidated financial statements of the guarantor subsidiaries have not been presented because management believes that such information would not be material to investors. However, condensed consolidating financial information as of December 31, 2013 and 2014, and for the three years ended December 31, 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. On August 31, 2012, the Company acquired 100% of the outstanding common stock of MedHealth Holdings Pty Limited ("MedHealth"), an Australian entity. In connection with this acquisition, the Company formed a new Delaware holding company, ExamWorks AP, Inc. (“ExamWorks AP”). ExamWorks AP was added to the Indenture as a guarantor of the Senior Unsecured Notes and is a direct subsidiary of the Company.

 Condensed Consolidating Statement of Operations

for the year ended December 31, 2012

(In thousands)

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			ExamWorks Group, Inc. (Parent Corporation)			Consolidation and Elimination Entries		Consolidated Totals
Revenues	$	340,200		$	181,037		$	—		$	—	$	521,237
Costs and expenses:
Costs of revenues		241,281			102,770			—			—		344,051
Selling, general and administrative expenses		60,255			53,255			—			—		113,510
Depreciation and amortization		34,339			24,212			—			—		58,551
Total costs and expenses		335,875			180,237			—			—		516,112
Income from operations		4,325			800			—			—		5,125
Interest and other expenses, net		24,411			3,640			—			—		28,051
Loss before income taxes		(20,086	)		(2,840	)		—			—		(22,926	)
Provision (benefit) for income taxes		(10,320	)		2,333			—			—		(7,987	)
Net loss before earnings of consolidated subsidiaries	$	(9,766	)	$	(5,173	)	$	—		$	—	$	(14,939	)
Net income (loss) of consolidated subsidiaries		(5,173	)		—			(5,173	)		10,346		—
Net income (loss)	$	(14,939	)	$	(5,173	)	$	(5,173	)	$	10,346	$	(14,939	)

Condensed Consolidating Statement of Operations

for the year ended December 31, 2013

(In thousands)

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

Condensed Consolidating Statement of Operations

for the year ended December 31, 2014

(In thousands)

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

Condensed Consolidating 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
Other receivables		—		—		—		—			—
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, less current portion		—		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
Deferred tax liability, noncurrent		—		—		—		—			—
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

Condensed Consolidating Balance Sheet as of December 31, 2014

(In thousands)

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

Condensed Consolidating Statement of Cash Flows for the year ended December 31, 2012

(In thousands)

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			ExamWorks Group, Inc. (Parent Corporation)			Consolidation and Elimination Entries		Consolidated Totals
Net cash provided by operating activities	$	18,131		$	6,646		$	—		$	—	$	24,777
Investing activities:
Cash paid for acquisitions, net		(12,378	)		(96,592	)		—			—		(108,970	)
Purchases of equipment and leasehold improvements, net		(5,071	)		(770	)		—			—		(5,841	)
Working capital and other settlements for acquisitions		(857	)		1,284			—			—		427
Intercompany investments and other					—						—		—
Net cash used in investing activities		(18,306	)		(96,078	)		—			—		(114,384	)
Financing activities:
Borrowings under senior secured revolving credit facility		—			—			170,640			—		170,640
Proceeds from the exercise of options and warrants					—			2,258					2,258
Excess tax benefit related to share-based compensation					—			2,853					2,853
Net repayments of working capital facilities					(6,279	)		—					(6,279	)
Purchases of stock for treasury					—			(387	)				(387	)
Payment of deferred financing costs					—			(1,074	)				(1,074	)
Repayment of subordinated unsecured notes payable		(2,193	)		—			—			—		(2,193	)
Repayment under senior secured revolving credit facility		—			—			(76,000	)		—		(76,000	)
Intercompany notes and investments and other		449			97,747			(98,290	)		—		(94	)
Net cash provided by (used in) financing activities		(1,744	)		91,468			—			—		89,724
Exchange rate impact on cash and cash equivalents		—			94			—			—		94
Net increase (decrease) in cash and cash equivalents		(1,919	)		2,130			—			—		211
Cash and cash equivalents, beginning of year		6,044			2,372			—			—		8,416
Cash and cash equivalents, end of year	$	4,125		$	4,502		$	—		$	—	$	8,627

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

(In thousands)

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

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

(In thousands)

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

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Note 5 - Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

	United					United
	States		Canada			Kingdom			Australia			Total
Balance at December 31, 2012	$	266,521	$	21,041		$	36,118		$	46,463		$	370,143
Goodwill acquired during the year		350		—			2,674			—			3,024
Adjustments to prior year acquisitions		6,199		—			—			(592	)		5,607
Effect of foreign currency translation		—		(1,762	)		801			(8,501	)		(9,462	)
Balance at December 31, 2013		273,070		19,279			39,593			37,370			369,312
Goodwill acquired during the year		128,426		—			1,640			5,968			136,034
Adjustments to prior year acquisitions		64		—			(324	)		—			(260	)
Effect of foreign currency translation		—		(2,101	)		(2,555	)		(4,751	)		(9,407	)
Balance at December 31, 2014	$	401,560	$	17,178		$	38,354		$	38,587		$	495,679

Schedule of Finite-Lived Intangible Assets [Table Text Block]

					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

					December 31, 2014
	Estimated useful lives (months)				Gross carrying amount		Accumulated amortization			Net carrying value
Amortizable intangible assets:
Customer relationships		40	to	60	$	244,211	$	(167,943	)	$	76,268
Tradenames		45	to	84		68,264		(45,901	)		22,363
Covenants not to compete			36			6,761		(4,116	)		2,645
Technology		24	to	40		9,188		(7,881	)		1,307
Totals					$	328,424	$	(225,841	)	$	102,583

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

	Amount
Years ended December 31:
2015	$	46,827
2016		33,363
2017		20,625
2018		1,382
2019		386
Total	$	102,583

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Note 5 - Goodwill and Intangible Assets (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 53.8	$ 57.0	$ 53.0

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Note 2 - Summary of Significant Accounting Policies (Details) - Accumulated Other Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance - foreign currency translation	$ (6,625)	$ 3,356
Balance - net investment hedge - Australian denominated debt	(5,937)	3,183
Total activity during year - foreign currency translation	(11,401)	(9,981)
Total activity during year - net investment hedge - Australian denominated debt	(8,439)	(9,120)	4,612
Change during 2013:
Before-tax amount - foreign currency translation	(16,923)	(14,706)
Before-tax amount - net investment hedge - Australian denominated debt	(12,023)	(13,281)
Tax (expense) benefit - foreign currency translation	5,522	4,725
Tax (expense) benefit - net investment hedge - Australian denominated debt	3,584	4,161
Balance - foreign currency translation	(18,026)	(6,625)	3,356
Balance - net investment hedge - Australian denominated debt	(14,376)	(5,937)	3,183
Investment Hedge Foreign Exchange Contract [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance - net investment hedge - foreign exchange contract	483
Total activity during year - net investment hedge - foreign exchange contract	2,962	483
Change during 2013:
Before-tax amount - net investment hedge - foreign exchange contract	4,900	799
Tax (expense) benefit - net investment hedge - foreign exchange contract	(1,938)	(316)
Balance - net investment hedge - foreign exchange contract	3,445	483
Investment Hedge Australian Denominated Debt [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance - net investment hedge - foreign exchange contract		(173)
Total activity during year - net investment hedge - foreign exchange contract		378
Change during 2013:
Before-tax amount - net investment hedge - foreign exchange contract		626
Tax (expense) benefit - net investment hedge - foreign exchange contract		(248)
Balance - net investment hedge - foreign exchange contract	$ 205	$ 205

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Consolidated Statements of Stockholders' Equity (USD $)	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2011	$ 3,000	$ (7,263,000)	$ 268,162,000	$ (1,429,000)	$ (21,549,000)	$ 237,924,000
Balance (in Shares) at Dec. 31, 2011	34,091
Issuance of common stock for the exercise of options and warrants			2,258,000			2,258,000
Issuance of common stock for the exercise of options and warrants (in Shares)	303
Issuance of common stock, from treasury for acquisitions		58,000	27,000			85,000
Issuance of common stock, from treasury for acquisitions (in Shares)	6
Issuance of common stock for services (in Shares)	47
Shares recovered relating to acquisitions		(896,000)				(896,000)
Shares recovered relating to acquisitions (in Shares)	(67)
Share-based compensation			12,649,000			12,649,000
Excess tax benefit on share-based compensation			2,853,000			2,853,000
Net loss					(14,939,000)	(14,939,000)
Foreign currency translation adjustments				4,612,000		4,612,000
Stock repurchases under stock repurchase programs		(387,000)				(387,000)
Stock repurchases under stock repurchase programs (in Shares)	(39)					39,000
Other			(11,000)			(11,000)
Balance at Dec. 31, 2012	3,000	(8,488,000)	285,938,000	3,183,000	(36,488,000)	244,148,000
Balance (in Shares) at Dec. 31, 2012	34,341
Issuance of common stock for the exercise of options and warrants	1,000		24,261,000			24,262,000
Issuance of common stock for the exercise of options and warrants (in Shares)	2,297
Issuance of common stock for services (in Shares)	290
Share-based compensation			17,187,000			17,187,000
Excess tax benefit on share-based compensation			6,610,000			6,610,000
Net loss					(10,216,000)	(10,216,000)
Foreign currency translation adjustments				(9,120,000)		(9,120,000)
Balance at Dec. 31, 2013	4,000	(8,488,000)	333,996,000	(5,937,000)	(46,704,000)	272,871,000
Balance (in Shares) at Dec. 31, 2013	36,928
Issuance of common stock for the exercise of options and warrants			42,437,000			42,437,000
Issuance of common stock for the exercise of options and warrants (in Shares)	3,008
Issuance of common stock for services (in Shares)	435
Share-based compensation			18,225,000			18,225,000
Excess tax benefit on share-based compensation			9,287,000			9,287,000
Net loss					10,494,000	10,494,000
Foreign currency translation adjustments				(8,439,000)		(8,439,000)
Stock repurchases under stock repurchase programs (in Shares)						0
Balance at Dec. 31, 2014	$ 4,000	$ (8,488,000)	$ 403,945,000	$ (14,376,000)	$ (36,210,000)	$ 344,875,000
Balance (in Shares) at Dec. 31, 2014	40,371

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Note 3 - Acquisitions

12 Months Ended

Dec. 31, 2014

Disclosure Text Block Supplement [Abstract]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

  (3)             Acquisitions

ExamWorks operates in a highly fragmented industry and has completed 50 acquisitions since July 14, 2008 through the date of this filing. 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)             2012 Acquisitions

In 2012, the Company completed the following individually insignificant acquisitions, as defined in SEC Regulation S-X Rule 3-05, with an aggregate purchase price of $109.5 million, comprised of $112.3 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, of which $1.3 million and $28,000 were incurred in the years ended December 31, 2012 and 2013, respectively. These amounts are reported in SGA expenses in the Company’s accompanying Consolidated Statements of Comprehensive Income (Loss). 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 (Canada)	Substantially all of the assets and assumed certain liabilities	July 12, 2012
MedHealth Holdings Pty Limited (Australia)	100% of the outstanding common stock	August 31, 2012
PMG (United States)	100% of the outstanding common stock	December 19, 2012

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

	Preliminary purchase price allocation December 31, 2012			Adjustments/ reclassifications			Final purchase price allocation December 31, 2013
Equipment and leasehold improvements		850			—			850
Customer relationships		44,413			—			44,413
Tradename		11,901			—			11,901
Covenants not to compete		313			—			313
Technology		666			—			666
Goodwill		60,373			5,606			65,979
Net deferred tax liability associated with step-up in book basis		(9,610	)		(5,836	)		(15,446	)
Assets acquired and liabilities assumed, net		269			580			849
Totals		109,175			350			109,525

In 2013, the Company finalized the purchase price allocation and recorded adjustments to working capital resulting in an increase in total consideration paid of $350,000. Additionally, the Company recorded adjustments relating to the final estimated tax values associated with foreign tax limitations. Goodwill of $59.1 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 foreign tax credit limitations.

(b)               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 $83,000, all of which were incurred in the year ended December 31, 2013. These amounts are reported in SGA expenses in the Company’s accompanying Consolidated Statements of Comprehensive Income (Loss). These acquisitions enhanced the service offering 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 final allocation of consideration for these acquisitions is summarized as follows (in thousands):

	Preliminary purchase price allocation December 31, 2013		Adjustments/ reclassifications			Final purchase price allocation December 31, 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

In 2014, the Company finalized the purchase price allocation and recorded adjustments to contingent consideration resulting in a decrease in total consideration paid of $373,000. Goodwill of $2.8 million and other intangible assets of $3.9 million are expected to be deductible for U.S. federal income tax purposes.

(c)                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 $194.7 million, comprised of $188.9 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 $1.6 million, of which $569,000 and $1.0 million was incurred in the years ended December 31, 2013 and 2014, respectively. 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.

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
Expert Medical Opinions (United States)	Substantially all of the assets and assumed certain liabilities	August 22, 2014

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

	Preliminary purchase price allocation December 31, 2014
Equipment and leasehold improvements	$	886
Customer relationships		50,216
Tradename		10,342
Covenants not to compete		590
Technology		1,870
Goodwill		136,034
Net deferred tax liability associated with step-up in book basis		(9,041	)
Assets acquired and liabilities assumed, net		3,785
Total	$	194,682

Goodwill of $116.5 million and other intangible assets of $36.7 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 foreign tax credit 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 2014 acquisitions contributed $63.9 million in revenues and $2.0 million in operating losses, respectively, for the year ended December 31, 2014.

(d)               Pro forma Financial Information

The following unaudited pro forma results of operations for the years ended December 31, 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 years ended December 31, 2013 and 2014, the pro forma results include adjustments to reflect interest expense of $(3.3) million and $103,000, respectively, associated with the termination of prior debt instruments and 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 $17.7 million and $3.4 million for the years ended December 31, 2013 and 2014, respectively.  Finally, adjustments of $7.3 million and $5.6 million were made to reduce SGA expenses for the years ended December 31, 2013 and 2014, respectively, principally related to certain salary and other personal  expenses attributable to the previous owners and employees 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,
	2013			2014
	(In thousands, except per share data)
Pro forma revenues	$	707,064		$	798,337
Pro forma net income (loss)		(10,144	)		10,900
Pro forma net income (loss) per share - basic	$	(0.29	)	$	0.28
Pro forma net income (loss) per share - diluted	$	(0.29	)	$	0.26

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.

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Note 10 - Long-term Debt (Details)	0 Months Ended		1 Months Ended		12 Months Ended							0 Months Ended					1 Months Ended					0 Months Ended													0 Months Ended		9 Months Ended	1 Months Ended		0 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended		1 Months Ended
	Jul. 07, 2011 USD ($)	May 06, 2011 USD ($)	Feb. 27, 2012	Jul. 31, 2011 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2010 USD ($)	Sep. 30, 2014 USD ($)	Aug. 27, 2012 USD ($)	Dec. 31, 2011 USD ($)	Feb. 09, 2011 USD ($)	Nov. 02, 2010 USD ($)	Jul. 19, 2011 Debt Instrument, Redemption, Period One [Member] Senior Unsecured Notes Payable [Member] Maximum [Member]	Jul. 19, 2011 Debt Instrument, Redemption, Period One [Member] Senior Unsecured Notes Payable [Member]	Jul. 19, 2011 Debt Instrument, Redemption, Period Two [Member] Senior Unsecured Notes Payable [Member]	Jul. 07, 2011 Original Maximum Consolidated Leverage Ratio [Member]	Jul. 07, 2011 New Maximum Consolidated Leverage Ratio [Member]	Feb. 27, 2012 Any Fiscal Quarter After Sep 30, 2012 [Member]	Feb. 03, 2014 With Negative Trailing Twelve Months Adjusted EBITDA [Member] USD ($)	Feb. 03, 2014 With Trailing Twelve Month Adjusted EDITDA [Member] USD ($)	Feb. 03, 2014 Without Delivering ProForma Projections to the Lenders [Member] USD ($)	Feb. 03, 2014 Default Rate [Member]	Jul. 19, 2011 Initial Notes [Member] USD ($)	Jul. 19, 2011 Initial Notes [Member] USD ($)	Jun. 30, 2012 Exchange Notes [Member]	Dec. 31, 2014 Senior Unsecured Notes Payable [Member] USD ($)		Dec. 31, 2013 Senior Unsecured Notes Payable [Member] USD ($)		Jun. 30, 2012 Senior Unsecured Notes Payable [Member]	Jul. 19, 2011 Senior Unsecured Notes Payable [Member]	Dec. 31, 2010 Subordinated Unsecured Notes [Member] USD ($)	Dec. 31, 2010 Noninterest Bearing [Member] Maximum [Member] USD ($)	Dec. 31, 2010 Noninterest Bearing [Member] Minimum [Member] USD ($)	Dec. 31, 2010 Noninterest Bearing [Member] USD ($)	Feb. 03, 2014 Federal Funds Rate Base [Member]	Feb. 03, 2014 London Interbank Offered Rate (LIBOR) [Member]	Sep. 30, 2014 London Interbank Offered Rate (LIBOR) [Member]	Jun. 28, 2013 Base Rate [Member] UKIM [Member]	Sep. 29, 2010 Base Rate [Member] UKIM [Member]	May 12, 2011 Base Rate [Member] Premex Group [Member]	Dec. 31, 2010 Maximum [Member] USD ($)	Sep. 29, 2010 Minimum [Member] UKIM [Member]	Dec. 31, 2014 Minimum [Member] Premex Group [Member]	Dec. 31, 2010 Minimum [Member] USD ($)	Jun. 28, 2013 Premex Group [Member]	Jun. 28, 2013 UKIM [Member]	Dec. 31, 2014 UKIM [Member] USD ($)	Sep. 29, 2010 UKIM [Member] GBP (£)	Dec. 31, 2014 Premex Group [Member] USD ($)	Sep. 30, 2014 Premex Group [Member]	May 12, 2011 Premex Group [Member] GBP (£)
Note 10 - Long-term Debt (Details) [Line Items]
Debt Instrument, Face Amount																							$ 250,000,000
Debt Instrument, Interest Rate, Stated Percentage																					2.00%		9.00%	9.00%					9.00%		6.00%
Debt Instrument, Issuance Price, Percentage																						100.00%
Proceeds from Issuance of Senior Long-term Debt																						250,000,000
Debt Instrument, Redemption Period, End Date													Jul. 15, 2014	Jul. 15, 2015
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed												35.00%
Debt Instrument, Redemption Price, Percentage													109.00%	100.00%
Debt Instrument, Redemption Price, Minimum Percent of Original Principal Amount Outstanding After Redemption													65.00%
Debt Instrument Repurchase Percentage of Face Amount																														101.00%
Line of Credit Facility, Maximum Borrowing Capacity	262,500,000	300,000,000		262,500,000						245,000,000	180,000,000							5,000,000	3,000,000	75,000,000																												5,000,000			26,500,000
Line of Credit Facility, Increase (Decrease), Other, Net		55,000,000		(37,500,000)
Consolidated Senior Secured Leverage Ratio	3.00
Consolidated Leverage Ratio															3.5	4.75
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases	75,000,000	50,000,000
Line Of Credit Facility Increase Right	37,500,000
Line Of Credit Facility Increase Capacity	300,000,000
Minimum Fixed Charge Coverage Ratio			1.75														2.00
Secured Revolving Credit Facility, Alternative Currency Sublimit								100,000,000	60,000,000
Debt Instrument, Basis Spread on Variable Rate																																			0.50%	1.00%	3.00%	2.40%	2.50%	2.40%
Long-term Line of Credit							143,900,000																																								7,700,000		32,700,000
Line of Credit Facility, Remaining Borrowing Capacity							118,600,000																																								86,000		8,500,000
Debt Instrument, Term																																										36 months	36 months
Debt Instrument, Term, Increase																																													24 months	24 months
Debt Instrument, Interest Rate, Effective Percentage																																															0.50%			0.50%
Business Combination, Consideration Transferred, Liabilities Incurred						6,900,000
Notes Payable																									250,000,000	[1]	250,000,000	[1]			4,400,000			2,500,000
Debt Instrument, Periodic Payment																																									76,000			50,000
Debt Instrument, Annual Principal Payment																																750,000	250,000
Repayments of Long-term Debt					$ 333,000

[1] On July 19, 2011, the Company closed a private offering of $250.0 million in aggregate principal amount of 9.0% senior notes due 2019 (the "Initial Notes"). The Initial Notes were issued at a price of 100% of their principal amount. 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. 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.

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Note 13 - Segment and Geographical Information (Details) - Segment Information (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
2012
Revenues	$ 775,615	[1],[2]	$ 616,016	[1],[2]	$ 521,237	[1],[2]
Segment profit	132,140	[1],[2]	97,461	[1],[2]	79,789	[1],[2]
Depreciation and amortization expense	60,280	[1],[2]	62,748	[1],[2]	58,551	[1],[2]
Capital expenditures	(10,894)	[1],[2]	(6,544)	[1],[2]	(5,841)	[1],[2]
Total assets	930,144	[1],[2],[3]	732,513	[1],[2],[3]	740,501	[1],[2],[3]
Long-lived assets	662,334	[1],[2],[3]	512,579	[1],[2],[3]	566,181	[1],[2],[3]
UNITED STATES
2012
Revenues	468,419	[1],[2]	374,817	[1],[2]	340,200	[1],[2]
Segment profit	76,065	[1],[2]	46,934	[1],[2]	44,515	[1],[2]
Depreciation and amortization expense	34,302	[1],[2]	31,787	[1],[2]	34,338	[1],[2]
Capital expenditures	(7,687)	[1],[2]	(3,197)	[1],[2]	(5,071)	[1],[2]
Total assets	577,974	[1],[2],[3]	396,635	[1],[2],[3]	398,163	[1],[2],[3]
Long-lived assets	473,800	[1],[2],[3]	315,748	[1],[2],[3]	337,831	[1],[2],[3]
CANADA
2012
Revenues	32,889	[1],[2]	31,131	[1],[2]	27,595	[1],[2]
Segment profit	4,673	[1],[2]	5,137	[1],[2]	4,942	[1],[2]
Depreciation and amortization expense	2,824	[1],[2]	9,518	[1],[2]	8,381	[1],[2]
Capital expenditures	(37)	[1],[2]	(19)	[1],[2]	(164)	[1],[2]
Total assets	25,807	[1],[2],[3]	30,061	[1],[2],[3]	42,223	[1],[2],[3]
Long-lived assets	18,178	[1],[2],[3]	23,056	[1],[2],[3]	34,919	[1],[2],[3]
UNITED KINGDOM
2012
Revenues	189,755	[1],[2]	143,418	[1],[2]	131,278	[1],[2]
Segment profit	32,921	[1],[2]	29,439	[1],[2]	24,810	[1],[2]
Depreciation and amortization expense	12,048	[1],[2]	11,566	[1],[2]	12,341	[1],[2]
Capital expenditures	(1,254)	[1],[2]	(1,781)	[1],[2]	(564)	[1],[2]
Total assets	239,260	[1],[2],[3]	221,681	[1],[2],[3]	196,365	[1],[2],[3]
Long-lived assets	96,635	[1],[2],[3]	100,796	[1],[2],[3]	99,140	[1],[2],[3]
AUSTRALIA
2012
Revenues	84,552	[1],[2]	66,650	[1],[2]	22,164	[1],[2]
Segment profit	18,481	[1],[2]	15,951	[1],[2]	5,522	[1],[2]
Depreciation and amortization expense	11,106	[1],[2]	9,877	[1],[2]	3,491	[1],[2]
Capital expenditures	(1,916)	[1],[2]	(1,547)	[1],[2]	(42)	[1],[2]
Total assets	87,103	[1],[2],[3]	84,136	[1],[2],[3]	103,750	[1],[2],[3]
Long-lived assets	$ 73,721	[1],[2],[3]	$ 72,979	[1],[2],[3]	$ 94,291	[1],[2],[3]

[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.

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Note 6 - Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2014

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

	December 31,
	2013		2014
Accrued compensation and benefits	$	9,056	$	15,041
Accrued selling and professional fees		4,317		4,202
Accrued income, value added and other taxes		17,164		26,576
Accrued medical panel fees		3,460		4,391
Other accrued expenses		4,451		3,768
Totals	$	38,448	$	53,978

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Note 2 - Summary of Significant Accounting Policies (Details) - Stock Option Activity (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stock Option Activity [Abstract]
Outstanding	4,965.947	7,334,745	9,463,657	7,371,304
Outstanding - weighted average exercise price	$ 12.96	$ 12.33	$ 11.76	$ 12.48
Outstanding - weighted average remaining contractual term	6 years 219 days
Outstanding - aggregate intrinsic value	$ 142,193
Options granted	629,775	621,100	2,933,701
Options granted - weighted average exercise price	$ 32.72	$ 18.16	$ 10.28
Options forfeited	(204,348)	(520,139)	(552,228)
Options forfeited - weighted average exercise price	$ 20.42	$ 15.38	$ 15.28
Options exercised	(2,794,225)	(2,229,873)	(289,120)
Options exercised - weighted average exercise price	$ 15.20	$ 10.85	$ 8.46
Exercisable at December 31, 2014	3,676,807	4,700,000
Exercisable at December 31, 2014	$ 9.95
Exercisable at December 31, 2014	6 years
Exercisable at December 31, 2014	116,347
Expected to vest after December 31, 2014	1,095,769
Expected to vest after December 31, 2014	$ 21.54
Expected to vest after December 31, 2014	8 years 109 days
Expected to vest after December 31, 2014	$ 21,969

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Note 13 - Segment and Geographical Information

12 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

 (13)            Segment and Geographical Information

The Company applies the provisions of ASC Topic 280, Segment Reporting, (“ASC Topic 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 years ended December 31,
	2012		2013		2014
IME and other related services (1)	$	476,847	$	567,070	$	674,229
Peer and bill reviews, Medicare compliance and case management services (1)		44,390		48,946		101,386
Total revenues	$	521,237	$	616,016	$	775,615

(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 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.

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

	United						United
	States			Canada			Kingdom			Australia			Total
2012
Revenues	$	340,200		$	27,595		$	131,278		$	22,164		$	521,237
Segment profit		44,515			4,942			24,810			5,522			79,789
Depreciation and amortization expense		34,338			8,381			12,341			3,491			58,551
Capital expenditures		(5,071	)		(164	)		(564	)		(42	)		(5,841	)
Total assets (3)		398,163			42,223			196,365			103,750			740,501
Long-lived assets (3)		337,831			34,919			99,140			94,291			566,181
2013
Revenues	$	374,817		$	31,131		$	143,418		$	66,650		$	616,016
Segment profit		46,934			5,137			29,439			15,951			97,461
Depreciation and amortization expense		31,787			9,518			11,566			9,877			62,748
Capital expenditures		(3,197	)		(19	)		(1,781	)		(1,547	)		(6,544	)
Total assets (3)		396,635			30,061			221,681			84,136			732,513
Long-lived assets (3)		315,748			23,056			100,796			72,979			512,579
2014
Revenues	$	468,419		$	32,889		$	189,755		$	84,552		$	775,615
Segment profit		76,065			4,673			32,921			18,481			132,140
Depreciation and amortization expense		34,302			2,824			12,048			11,106			60,280
Capital expenditures		(7,687	)		(37	)		(1,254	)		(1,916	)		(10,894	)
Total assets (3)		577,974			25,807			239,260			87,103			930,144
Long-lived assets (3)		473,800			18,178			96,635			73,721			662,334

(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.

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

	2012			2013			2014
Segment Profit	$	79,789		$	97,461		$	132,140
Depreciation and amortization		(58,551	)		(62,748	)		(60,280	)
Share-based compensation expense		(13,756	)		(17,157	)		(20,024	)
Acquisition related transaction costs		(1,655	)		(2,134	)		(3,535	)
Other expenses		(702	)		(1,353	)		(1,201	)
Income from operations	$	5,125		$	14,069		$	47,100