Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 31, 2013 | |
Document Documentand Entity Information [Abstract] | ' | ' |
Trading Symbol | 'CCRN | ' |
Entity Registrant Name | 'CROSS COUNTRY HEALTHCARE INC | ' |
Entity Central Index Key | '0001141103 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 31,085,289 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $32,453 | $10,463 |
Accounts receivable, less allowance for doubtful accounts of $1,846 in 2013 and $1,841 in 2012 | 57,773 | 62,674 |
Deferred tax assets | 13,371 | 12,561 |
Income taxes receivable | 2,843 | 586 |
Prepaid expenses | 6,139 | 5,580 |
Assets held for sale | 0 | 46,971 |
Insurance recovery receivable | 4,092 | 5,484 |
Other current assets | 672 | 1,049 |
Total current assets | 117,343 | 145,368 |
Property and equipment, net of accumulated depreciation of $44,819 in 2013 and $41,918 in 2012 | 5,878 | 8,235 |
Trademarks, net | 48,701 | 48,701 |
Goodwill, net | 62,712 | 62,712 |
Other identifiable intangible assets, net | 12,808 | 14,492 |
Debt issuance costs, net | 521 | 1,610 |
Non-current deferred tax assets | 12,960 | 16,182 |
Indemnity escrow receivable | 3,750 | 0 |
Non-current insurance recovery receivable | 10,449 | 8,210 |
Other long-term assets | 376 | 413 |
Total assets | 275,498 | 305,923 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 10,302 | 10,130 |
Accrued employee compensation and benefits | 19,956 | 21,650 |
Current portion of long-term debt and capital lease obligations | 146 | 33,683 |
Liabilities related to assets held for sale | 0 | 2,835 |
Other current liabilities | 6,972 | 4,289 |
Total current liabilities | 37,376 | 72,587 |
Long-term debt and capital lease obligations | 109 | 176 |
Long-term accrued claims | 17,335 | 16,347 |
Other long-term liabilities | 7,905 | 7,691 |
Total liabilities | 62,725 | 96,801 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Common stock | 3 | 3 |
Additional paid-in capital | 245,860 | 244,924 |
Accumulated other comprehensive loss | -983 | -3,083 |
Accumulated deficit | -32,107 | -32,722 |
Total stockholders' equity | 212,773 | 209,122 |
Total liabilities and stockholders' equity | $275,498 | $305,923 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance for doubtful accounts | $1,846 | $1,841 |
Property and equipment, accumulated depreciation | $44,819 | $41,918 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Income Statement [Abstract] | ' | ' | ' | ' | ||||
Revenue from services | $108,048 | $112,258 | [1] | $329,132 | $330,905 | [1] | ||
Operating expenses: | ' | ' | ' | ' | ||||
Direct operating expenses | 79,864 | 84,802 | 244,234 | 247,263 | ||||
Selling, general and administrative expenses | 25,504 | 26,832 | 79,172 | 82,361 | ||||
Bad debt expense | 215 | 268 | 769 | 592 | ||||
Depreciation | 890 | [2] | 1,035 | [1],[2] | 2,952 | [2] | 3,798 | [1],[2] |
Amortization | 552 | [2] | 566 | [1],[2] | 1,684 | [2] | 1,698 | [1],[2] |
Restructuring costs | 109 | [2] | 0 | [1],[2] | 484 | [2] | 0 | [1],[2] |
Legal settlement charge | 0 | [2] | 0 | [1],[2] | 750 | [2] | 0 | [1],[2] |
Impairment charge | 0 | [2] | 0 | [1],[2] | 0 | [2] | 18,732 | [1],[2] |
Total operating expenses | 107,134 | 113,503 | 330,045 | 354,444 | ||||
Income (loss) from operations | 914 | [2] | -1,245 | [1],[2] | -913 | [2] | -23,539 | [1],[2] |
Other expenses (income): | ' | ' | ' | ' | ||||
Foreign exchange (gain) loss | -53 | 108 | -154 | 3 | ||||
Interest expense | 190 | 698 | 634 | 1,908 | ||||
Loss on early extinguishment of debt | 0 | 82 | 1,419 | 82 | ||||
Other (income) expense, net | -32 | -89 | -83 | 39 | ||||
Income (loss) from continuing operations before income taxes | 809 | -2,044 | -2,729 | -25,571 | ||||
Income tax benefit | -644 | -2,763 | -1,401 | -7,811 | ||||
Income (loss) from continuing operations | 1,453 | 719 | -1,328 | -17,760 | ||||
(Loss) income from discontinued operations, net of income taxes | -539 | -18,319 | 1,943 | -14,928 | ||||
Net income (loss) | $914 | ($17,600) | $615 | ($32,688) | ||||
Net income (loss) per common share, basic: | ' | ' | ' | ' | ||||
Continuing operations (in usd per share) | $0.05 | $0.02 | ($0.04) | ($0.58) | ||||
Discontinued operations (in usd per share) | ($0.02) | ($0.59) | $0.06 | ($0.48) | ||||
Net income (loss) (in usd per share) | $0.03 | ($0.57) | $0.02 | ($1.06) | ||||
Net income (loss) per common share, diluted: | ' | ' | ' | ' | ||||
Continuing operations (in usd per share) | $0.05 | $0.02 | ($0.04) | ($0.58) | ||||
Discontinued operations (in usd per share) | ($0.02) | ($0.59) | $0.06 | ($0.48) | ||||
Net income (loss) (in usd per share) | $0.03 | ($0.57) | $0.02 | ($1.06) | ||||
Weighted average common shares outstanding: | ' | ' | ' | ' | ||||
Basic (shares) | 31,085 | 30,902 | 30,984 | 30,823 | ||||
Diluted (shares) | 31,161 | 30,925 | 30,984 | 30,823 | ||||
[1] | Prior periods have been restated to conform to the 2013 presentation of the Companybs former clinical trial services business segment from continuing operations to discontinued operations. | |||||||
[2] | In 2013, the Company refined its methodology for allocating certain corporate overhead expenses to its nurse and allied staffing segment expenses to more accurately reflect this segmentbs profitability. Prior year information has been reclassified to conform to current year presentation. |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Other Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income (loss) | $914 | ($17,600) | $615 | ($32,688) |
Other comprehensive income (loss), before tax: | ' | ' | ' | ' |
Foreign currency translation adjustments | -128 | 698 | -413 | 446 |
Reclassification of currency translation adjustments related to sale of clinical trial services business (see Note 3 - Comprehensive Income) | 0 | 0 | 2,337 | 0 |
Write-down of marketable securities | 0 | 0 | 0 | 39 |
Net change in fair value of marketable securities | 0 | 0 | 0 | -1 |
Other comprehensive (loss) income, before tax | -128 | 698 | 1,924 | 484 |
Income tax (benefit) expense related to items of other comprehensive (loss) income | -47 | 0 | -176 | 15 |
Other comprehensive (loss) income, net of tax | -81 | 698 | 2,100 | 469 |
Comprehensive income (loss) | $833 | ($16,902) | $2,715 | ($32,219) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Operating activities | ' | ' |
Net income (loss) | $615 | ($32,688) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ' | ' |
Depreciation | 2,952 | 4,372 |
Amortization | 1,684 | 2,440 |
Impairment charge | 0 | 42,232 |
Bad debt expense | 774 | 648 |
Loss on early extinguishment of debt | 1,419 | 82 |
Deferred income tax expense (benefit) | 2,195 | -14,263 |
Share-based compensation | 1,635 | 1,980 |
Gain on sale of clinical trial services business | -4,014 | 0 |
Other | 176 | 1,324 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 5,322 | -4,995 |
Other assets | -940 | 552 |
Income taxes | -1,651 | 142 |
Accounts payable and accrued expenses | -338 | 2,294 |
Other liabilities | 1,730 | 1,586 |
Net cash provided by operating activities | 11,559 | 5,706 |
Investing activities | ' | ' |
Proceeds from sale of business segment, net of cash sold and transaction costs | 45,704 | 0 |
Purchases of property and equipment | -676 | -2,120 |
Other investing activities | 0 | -206 |
Net cash provided by (used in) investing activities | 45,028 | -2,326 |
Financing activities | ' | ' |
Principal repayments on term loan | -23,125 | -42,389 |
Proceeds from borrowing on term loan | 0 | 25,000 |
Repayments on revolving credit facility | -10,000 | -12,300 |
Borrowings under revolving credit facility | 0 | 22,300 |
Repayments on asset-based revolving credit facility | -49,244 | 0 |
Borrowings under asset-based revolving credit facility | 49,244 | 0 |
Principal payments on capital lease obligations and note payable | -451 | -151 |
Repurchase of stock for restricted stock tax withholdings | -301 | -152 |
Debt issuance costs | -506 | -1,268 |
Stock repurchase and retirement | 0 | -374 |
Net cash used in financing activities | -34,383 | -9,334 |
Effect of exchange rate changes on cash | -214 | 138 |
Change in cash and cash equivalents | 21,990 | -5,816 |
Cash and cash equivalents at beginning of period | 10,463 | 10,648 |
Cash and cash equivalents at end of period | $32,453 | $4,832 |
ORGANIZATION_AND_BASIS_OF_PRES
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
ORGANIZATION AND BASIS OF PRESENTATION | ' |
ORGANIZATION AND BASIS OF PRESENTATION | |
The accompanying condensed consolidated financial statements include the accounts of Cross Country Healthcare, Inc. and its direct and indirect wholly-owned subsidiaries (collectively, the Company). All material intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (U.S. GAAP) for complete financial statements. These operating results are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. | |
The preparation of consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, the valuation of accounts receivable, goodwill and intangible assets, other long-lived assets, accruals for health, workers’ compensation and professional liability claims, legal contingencies, future contingent considerations, income taxes and sales and other non-income tax liabilities. Accrued claims and reserves include estimated settlements from known claims and actuarial estimates for claims incurred but not reported. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. | |
These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission. The December 31, 2012 condensed consolidated balance sheet included herein was derived from the December 31, 2012 audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K. | |
Certain prior year amounts have been reclassified to conform to the current period presentation (see Note 9 – Segment Data for more information). |
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
DISCONTINUED OPERATIONS | ' | |||||||||||||||
DISCONTINUED OPERATIONS | ||||||||||||||||
The clinical trial services business provided clinical trial, drug safety, and regulatory professionals and services on a contract staffing and outsourced basis to companies in the pharmaceutical, biotechnology and medical device industries, as well as to contract research organizations, primarily in the United States, and also in Canada and Europe. During the fourth quarter of 2012, the Company’s Board of Directors approved a plan to exit the clinical trial services business as a result of an extensive review of its business and the changing landscape in the pharmaceutical outsourcing industry. Classification of a disposal group as held for sale occurs when sufficient authority to sell the disposal group has been obtained, the disposal group is available for immediate sale, an active program to sell the disposal group has been initiated and its sale is probable within one year. Accordingly, the clinical trial services business was classified as a disposal group held for sale as of December 31, 2012. | ||||||||||||||||
On February 15, 2013, the Company completed the sale of its clinical trial services business to ICON Clinical Research, Inc. and ICON Clinical Research UK Limited (the “Buyer”) for an aggregate $52.0 million in cash, subject to certain adjustments. At closing, the total amount paid was reduced by $0.1 million for the amount the Targeted Net Working Capital exceeded the Estimated Net Working Capital. Subsequent to September 30, 2013, the Company paid an additional $0.2 million to the Buyer to finalize the Net Working Capital adjustment, pursuant to the agreement. | ||||||||||||||||
The agreement included a provision for an earn-out of up to $3.75 million related to certain performance-based milestones. The maximum earn-out amount of $3.75 million was deposited in escrow by Buyer as security for the earn-out payment, if any. The $3.75 million earn out related to certain performance-based milestones is treated as contingent consideration and the Company assigned no fair value to this earn-out as of September 30, 2013 based on recent information available to the Company. In addition, a portion of the performance-based milestones was not earned, and as a result $1.5 million of the original escrow was released to the Buyer in the second quarter of 2013, leaving a balance of $2.25 million as of September 30, 2013 (see Note 7 – Fair Value Measurements for more information). | ||||||||||||||||
Of the $52.0 million purchase price paid at closing, $3.75 million was also placed in escrow for a period of 18 months following the closing to provide partial security to the Buyer in the event of any breach of the representations, warranties and covenants of the Company. The Company recorded the $3.75 million indemnity escrow funds as an escrow receivable, and will adjust the amount, each reporting period, based on any known information that may arise that would be reasonable and estimable. As of September 30, 2013 there was no known information about any indemnity claims. | ||||||||||||||||
The Company has provided certain transitional services to the Buyer since the sale date, which have substantially ceased as of September 30, 2013. | ||||||||||||||||
As a result of the disposal, the underlying operations and cash flows of the clinical trial services business have been eliminated from the Company’s continuing operations and the Company no longer has the ability to influence the operating and/or financial policies of the disposal group. In addition, the future continuing cash flows from the disposed business resulting from a short-term transitional services agreement are not expected to be significant and do not constitute a material continuing financial interest in the clinical trial services business. As a result, pursuant to generally accepted accounting principles, the historical financial results of operations, except for disclosures related to cash flows, have been presented as discontinued operations for all periods presented. | ||||||||||||||||
The following table presents the revenues and the components of discontinued operations, net of tax: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(amounts in thousands) | ||||||||||||||||
Revenue | $ | — | $ | 16,865 | $ | 7,939 | $ | 51,162 | ||||||||
(Loss) income from discontinued operations before gain on sale and income taxes (a) | — | (22,354 | ) | 483 | (20,427 | ) | ||||||||||
(Loss) gain on sale of discontinued operations | (71 | ) | — | 4,014 | — | |||||||||||
Income tax (expense) benefit | (468 | ) | 4,035 | (2,554 | ) | 5,499 | ||||||||||
(Loss) income from discontinued operations, | $ | (539 | ) | $ | (18,319 | ) | $ | 1,943 | $ | (14,928 | ) | |||||
net of income taxes | ||||||||||||||||
_______________ | ||||||||||||||||
(a) | Amounts for the three and nine months ended September 30, 2012 include a pre-tax goodwill impairment charge of $22.1 million and a pre-tax trademark impairment charge of $1.4 million. |
COMPREHENSIVE_INCOME
COMPREHENSIVE INCOME | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
COMPREHENSIVE INCOME | ' |
COMPREHENSIVE INCOME | |
Total comprehensive income includes net loss, foreign currency translation adjustments, and net changes in the fair value of marketable securities available for sale, net of any related deferred taxes. Certain of the Company’s foreign operations use their respective local currency as their functional currency. In accordance with the Foreign Currency Matters Topic of the FASB Accounting Standards Codification (ASC), assets and liabilities of these operations are translated at the exchange rates in effect on the balance sheet date. Statement of operations items are translated at the average exchange rates for the period. The cumulative impact of currency translation is included in accumulated other comprehensive loss in the accompanying condensed consolidated balance sheets and was $1.2 million and $3.1 million at September 30, 2013 and December 31, 2012, respectively. | |
In February 2013, the FASB issued ASU 2013-2, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-2). ASU 2013-2 adds new disclosure requirements for items reclassified out of accumulated other comprehensive income (AOCI), including (1) disaggregating and separately presenting changes in AOCI balances by component and (2) presenting significant items reclassified out of AOCI either on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. It does not amend any existing requirements for reporting net income or other comprehensive income in the financial statements. The ASU is effective for fiscal years beginning after December 15, 2012 (and interim periods within those years), and is to be applied prospectively. The Company adopted this guidance in its first quarter of 2013 and has disclosed the required information in its notes to condensed consolidated financial statements. | |
In March 2013, the FASB issued ASU 2013-5, Foreign Currency Matters (Topic 830), Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force (ASU 2013-5). The objective of ASU 2013-5 is to resolve the diversity in practice as to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. | |
ASU 2013-5 clarifies that a cumulative translation adjustment (CTA) should be released into earnings when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the foreign entity. For sales of an equity method investment that is a foreign entity, a pro rata portion of CTA attributable to the investment would be recognized in earnings when the investment is sold. When an entity sells either a part or all of its investment in a consolidated foreign entity, CTA would be recognized in earnings only if the sale results in the parent no longer having a controlling financial interest in the foreign entity. In addition, CTA should be recognized in earnings in a business combination achieved in stages (i.e., a step acquisition). This ASU is effective for years beginning after December 15, 2013. Early adoption is permitted. The Company adopted this guidance and released into earnings $2.3 million of its cumulative currency translation losses related to the sale of clinical trial services business in the first quarter of 2013, which was included in the income (loss) from discontinued operations, net of income taxes on the condensed consolidated statements of operations. | |
During the three months ended September 30, 2013, the income tax benefit related to other comprehensive income was immaterial. During the nine months ended September 30, 2013, $0.2 million of income tax benefit related to foreign currency translation adjustments was included on the Company's condensed consolidated statements of comprehensive (loss) income. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
EARNINGS PER SHARE | ' | |||||||||||||||
EARNINGS PER SHARE | ||||||||||||||||
In accordance with the requirements of the Earnings Per Share Topic of the FASB ASC, basic earnings per share is computed by dividing net income (loss) by the weighted average number of shares outstanding (excluding unvested restricted stock) and diluted earnings per share reflects the dilutive effects of stock options and restricted stock (as calculated utilizing the treasury stock method). Certain shares of common stock that are issuable upon the exercise of options and vesting of restricted stock have been excluded from the per share calculations because their effect would have been anti-dilutive. Such shares amounted to 1,544,503 and 1,701,697 during the three and nine months ended September 30, 2013, respectively, and 2,265,206 and 1,986,228, during the three and nine months ended September 30, 2012, respectively. For purposes of calculating net income (loss) per common share, the Company excluded potentially dilutive shares of 135,846 for the nine months ended September 30, 2013 and 41,998 for the nine months ended September 30, 2012, from the calculation as their effect would have been anti-dilutive due to the Company’s net income (loss) from continuing operations in those periods. | ||||||||||||||||
The following table sets forth the components of the numerator and denominator for the computation of the basic and diluted earnings per share: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(amounts in thousands) | ||||||||||||||||
Income (loss) from continuing operations | $ | 1,453 | $ | 719 | $ | (1,328 | ) | $ | (17,760 | ) | ||||||
(Loss) income from discontinued operations, net of tax | (539 | ) | (18,319 | ) | 1,943 | (14,928 | ) | |||||||||
Net income (loss) | $ | 914 | $ | (17,600 | ) | $ | 615 | $ | (32,688 | ) | ||||||
Net income (loss) per common share, basic: | ||||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.02 | $ | (0.04 | ) | $ | (0.58 | ) | ||||||
Discontinued operations | (0.02 | ) | (0.59 | ) | 0.06 | (0.48 | ) | |||||||||
Net income (loss) | $ | 0.03 | $ | (0.57 | ) | $ | 0.02 | $ | (1.06 | ) | ||||||
Net income (loss) per common share, diluted: | ||||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.02 | $ | (0.04 | ) | $ | (0.58 | ) | ||||||
Discontinued operations | (0.02 | ) | (0.59 | ) | 0.06 | (0.48 | ) | |||||||||
Net income (loss) | $ | 0.03 | $ | (0.57 | ) | $ | 0.02 | $ | (1.06 | ) | ||||||
Weighted average common shares outstanding: | ||||||||||||||||
Basic | 31,085 | 30,902 | 30,984 | 30,823 | ||||||||||||
Diluted | 31,161 | 30,925 | 30,984 | 30,823 | ||||||||||||
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2013 | |
Business Combinations [Abstract] | ' |
ACQUISITIONS | ' |
ACQUISITIONS | |
In September 2008, the Company consummated the acquisition of substantially all of the assets of privately-held MDA Holdings, Inc. and its subsidiaries and all of the outstanding stock of Jamestown Indemnity Ltd., a Cayman Island company and wholly-owned subsidiary (collectively, MDA). As of September 30, 2013, an indemnification escrow account of $3.6 million exists. |
DEBT
DEBT | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
DEBT | ' | |||||||
DEBT | ||||||||
At September 30, 2013 and December 31, 2012, long-term debt consists of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(amounts in thousands) | ||||||||
Term loan, interest 2.72% at December 31, 2012 | $ | — | $ | 23,125 | ||||
Revolving credit facility, interest 2.72% at December 31, 2012 | — | 10,000 | ||||||
Capital lease obligations and note payable | 255 | 734 | ||||||
Total debt | 255 | 33,859 | ||||||
Less current portion | (146 | ) | (33,683 | ) | ||||
Long-term debt | $ | 109 | $ | 176 | ||||
As of September 30, 2013, the Company’s capital lease obligations mature serially through December 31 as follows (amounts in thousands): 2013 - $79; 2014 - $83; 2015 - $65; and 2016 - $28. | ||||||||
Loan Agreement | ||||||||
On January 9, 2013, the Company terminated its commitments under senior secured credit agreement (July 2012 Credit Agreement) and entered into a Loan and Security Agreement, (Loan Agreement), by and among the Company and certain of its subsidiaries, as borrowers, and Bank of America, N.A., as agent. | ||||||||
The Loan Agreement provides for: a three-year senior secured asset-based revolving credit facility in the aggregate principal amount of up to $65.0 million (as described below), which includes a subfacility for swingline loans up to an amount equal to 10% of the aggregate Revolver Commitments, and a $20.0 million subfacility for standby letters of credit. Swingline loans and letters of credit issued under the Loan Agreement reduce available revolving credit commitments on a dollar-for-dollar basis. Subject to certain conditions, the Company is permitted, at any time prior to the maturity date for the revolving credit facility, to increase the total revolving credit commitments in an aggregate principal amount of up to $20.0 million, with additional commitments from Lenders or new commitments from financial institutions, subject to certain conditions as described in the Loan Agreement. Pursuant to the Loan Agreement, the aggregate amount of advances under the Line of Credit (Borrowing Base) cannot exceed the lesser of (a) (i) $65.0 million, or (ii) 85% of eligible billed accounts receivable as defined in the Loan Agreement; plus (b) the lesser of (i) 85% of eligible unbilled accounts receivable and (ii) $12.0 million; minus (c) reserves as defined by the Loan Agreement, which include one week’s worth of W-2 payroll and fees payable to independent contractors. As of September 30, 2013, the availability under the Loan Agreement was approximately $38.1 million based on the Company's August accounts receivable. The Company had $11.5 million letters of credit outstanding as of September 30, 2013. The letters of credit relate to the Company’s workers’ compensation and professional liability policies. | ||||||||
The initial proceeds from the revolving credit facility were used to finance the repayment of existing indebtedness of the Company under its prior credit agreement and the payment of fees and expenses. The repayment of the term loan portion of the Company’s debt outstanding in the first quarter of 2013 was treated as extinguishment of debt, and, as a result, the Company recognized a loss on extinguishment in the first quarter of 2013, related to the write-off of unamortized net debt issuance costs of approximately $0.3 million. The repayment of the revolver portion of the Company’s debt outstanding in the first quarter of 2013 was treated partially as extinguishment and partially as a modification. The fees related to the modified portion of $0.1 million relate to the continuation of credit provided by Bank of America, N.A. in its Loan Agreement. The Company wrote-off the remaining unamortized net debt issuance costs of approximately $1.1 million in the first quarter of 2013. | ||||||||
The revolving credit facility can be used to provide ongoing working capital and for other general corporate purposes of the Company and its subsidiaries. As of September 30, 2013, the interest rate spreads and fees under the Loan Agreement are based on LIBOR plus 1.5% or Base Rate plus 0.50%. The LIBOR and Base Rate margins are subject to performance pricing adjustments, pursuant to a pricing matrix based on the Company’s excess availability under the revolving credit facility, and could increase by 200 basis points if an event of default exists. | ||||||||
The Loan Agreement contains customary representations, warranties, and affirmative covenants. The Loan Agreement also contains customary negative covenants; including covenants with respect to, among other things, (i) indebtedness, (ii) liens, (iii) investments, (iv) significant corporate changes, including mergers and acquisitions, (v) dispositions, (vi) dividend, distributions and other restricted payments, (vii) transactions with affiliates and (viii) restrictive agreements. In addition, if the Company’s availability under the revolving credit facility is less than the greater of (i) 12.5% of the Loan Cap, as defined, and (ii) $6.25 million, the Company is required to meet a minimum fixed charge coverage ratio of 1.0, as defined in the Loan Agreement. The Loan Agreement also contains customary events of default, such as payment defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency, the occurrence of a defined change in control and the failure to observe covenants or conditions under the credit facility documents. | ||||||||
The Company’s obligations under the Loan Agreement are guaranteed by all material domestic subsidiaries of the Company that are not co-borrowers (Subsidiary Guarantors). As collateral security for their obligations under the Loan Agreement and guarantees thereof, the Company and the Subsidiary Guarantors have granted to Bank of America, N.A., a security interest in substantially all of their tangible and intangible assets. | ||||||||
July 2012 Credit Agreement | ||||||||
The Company entered into July 2012 Credit Agreement on July 10, 2012 , by and among the Company, as borrower, a syndicate of lenders, Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, Bank of America, N.A., as syndication agent, and U.S. Bank National Association, as documentation agent. The July 2012 Credit Agreement provided for: (i) a five-year senior secured term loan facility in the aggregate principal amount of $25.0 million, and (ii) a five-year senior secured revolving credit facility in the aggregate principal amount of up to $50.0 million, which included a $10.0 million subfacility for swingline loans, and a $20.0 million subfacility for standby letters of credit. Swingline loans and letters of credit issued under the July 2012 Credit Agreement reduced available revolving credit commitments on a dollar-for-dollar basis. Subject to certain conditions under the Credit Agreement, the Company was permitted, at any time prior to the maturity date for the revolving credit facility, to increase its total revolving credit commitments in an aggregate principal amount of up to $25.0 million. | ||||||||
Through December 31, 2012, interest on the term loan and revolving credit portion of the July 2012 Credit Agreement was based on LIBOR plus a margin of 2.50% or Base Rate (as defined by the July 2012 Credit Agreement, as modified) plus a margin of 1.50%. In addition, the Company was required to pay a quarterly commitment fee on its average daily unused portion of the revolving loan facility of 0.50%. The interest rate spreads and fees fluctuated during the term of the July 2012 Credit Agreement based on the consolidated total leverage ratio at each calculation date, as defined. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||||
The Fair Value Measurements and Disclosures Topic of the FASB ASC, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Fair Value Measurements and Disclosures Topic also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: | ||||||||||||||||
Level 1—Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||||||||
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||||||||||||||
Items Measured at Fair Value on a Recurring Basis: | ||||||||||||||||
At September 30, 2013 and December 31, 2012, the Company’s financial assets/liabilities required to be measured on a recurring basis were its deferred compensation liability included in other long-term liabilities and contingent consideration receivable related to the sale of its clinical trial services business. | ||||||||||||||||
Deferred compensation —The Company utilizes Level 1 inputs to value its deferred compensation liability. The Company’s deferred compensation liability is measured using publicly available indices that define the liability amounts, as per the plan documents. | ||||||||||||||||
Contingent Consideration Receivable—The earn out related to the Company’s sale of its clinical trial services business is treated as a contingent consideration receivable for accounting purposes. The Company utilizes Level 3 inputs to value its contingent consideration receivable as significant unobservable inputs are used in the calculation of its fair value and are related to future performance of the disposed business. The fair value of the contingent consideration receivable will be adjusted to its fair value on a quarterly basis with the adjustment to the related receivable and the gain/loss on the sale of assets (included in discontinued operations). The future performance of the disposed business directly impacts the contingent consideration that could be paid to the Company, thus performance that exceeds target could result in a higher payout, and a performance under target could result in a lower payout. As of September 30, 2013, the Company assigned no value to the performance earn-out based on recent information available to the Company. See Note 2- Discontinued Operations for further information. | ||||||||||||||||
The table which follows summarizes the estimated fair value of the Company’s financial assets and liabilities measured on a recurring basis as of September 30, 2013 and December 31, 2012: | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||
(amounts in thousands) | ||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
(Level 1) | ||||||||||||||||
Financial Liabilities: | ||||||||||||||||
Deferred compensation | $ | 1,517 | $ | 1,471 | ||||||||||||
Items Measured at Fair Value on a Non-Recurring Basis: | ||||||||||||||||
If required by the Intangibles-Goodwill and Other Topic of the FASB ASC, the Company’s goodwill and other identifiable intangible assets are measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). Goodwill and other identifiable intangible assets with indefinite lives are reviewed for impairment annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Long-lived assets and identifiable intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate that amounts may not be recoverable. If the testing performed indicates that impairment has occurred, the Company records a non-cash impairment charge for the difference between the carrying amount of the goodwill or other intangible assets and the implied fair value of the goodwill or other intangible assets in the period the determination is made. | ||||||||||||||||
As of December 31, 2012, the Company disclosed all the assets and liabilities held for sale at fair value with the exception of other intangible assets whose carrying value was below fair value. For other assets and liabilities except for goodwill and other intangible assets, fair value approximated their carrying amount due to their short-term nature. The following table presented the fair value of goodwill, which was the most significant component of the assets held for sale, measured on a non-recurring basis for the Company’s clinical trial services reporting unit included in assets held for sale as of December 31, 2012: | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||
(amounts in thousands) | ||||||||||||||||
31-Dec-12 | ||||||||||||||||
(Level 3) | ||||||||||||||||
Clinical trial services segment goodwill | $ | 28,176 | ||||||||||||||
Other Fair Value Disclosures: | ||||||||||||||||
Financial instruments not measured or recorded at fair value in the accompanying condensed consolidated balance sheets consist of cash and cash equivalents, accounts receivable, escrow receivable, accounts payable and accrued expenses and short and long-term debt. The estimated fair value of accounts receivable, accounts payable and accrued expenses approximate their carrying amount due to the short-term nature of these instruments. As of December 31, 2012, the fair value of the Company’s term loan and revolver credit facility was calculated using discounted cash flow analysis and appropriate valuation methodologies using Level 2 inputs and available market information. | ||||||||||||||||
The Company recorded the $3.75 million indemnity escrow funds related to the sale of its clinical trial services business as an escrow receivable (see Note 2- Discontinued Operations for more information), and will adjust the amount to the estimated fair value, each reporting period, based on any known information. As of September 30, 2013, the fair value of the escrow receivable was calculated using Level 2 inputs and reflecting a discount for the time value of money. | ||||||||||||||||
The following table represents the carrying amounts and estimated fair values of the Company’s significant financial instruments that were not measured at fair value: | ||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
(Level 2) | (amounts in thousands) | |||||||||||||||
Financial Assets: | ||||||||||||||||
Escrow Receivable | $ | 3,750 | $ | 3,682 | $ | — | $ | — | ||||||||
Financial Liabilities: | ||||||||||||||||
Term loan and revolver credit facility | $ | — | $ | — | $ | 33,125 | $ | 32,654 | ||||||||
Concentration of Risk: | ||||||||||||||||
The Company has invested its excess cash in highly rated overnight funds and other highly rated liquid accounts. The Company has been exposed to credit risk associated with these investments. The Company minimizes its credit risk relating to these positions by monitoring the financial condition of the financial institutions involved and by primarily conducting business with large, well established financial institutions and diversifying its counterparties. | ||||||||||||||||
The Company performs ongoing credit evaluations of its customers’ financial conditions and, generally, does not require collateral. The allowance for doubtful accounts represents the Company’s estimate of uncollectible receivables based on a review of specific accounts and the Company’s historical collection experience. The Company writes off specific accounts based on an ongoing review of collectability as well as past experience with its customers. The Company’s contract terms typically require payment between 30 to 60 days from the date services are provided and are considered past due based on the particular negotiated contract terms. Overall, based on the large number of customers in differing geographic areas throughout the United States and its territories, the Company believes the concentration of credit risk is limited. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
STOCKHOLDERS' EQUITY | ' |
STOCKHOLDERS’ EQUITY | |
Stock Repurchase Program | |
During the nine months ended September 30, 2013, the Company did not repurchase any shares of its common stock under its February 2008 Board authorization. During the nine months ended September 30, 2012, the Company repurchased, under its February 2008 Board authorization, a total of 71,653 shares at an average price of $5.22. The cost of such purchases was approximately $0.4 million. All of the common stock was retired. | |
As of September 30, 2013, the Company may purchase up to an additional 942,443 shares of common stock under the February 2008 Board authorization, subject to certain conditions in the Company's Credit Agreement. At September 30, 2013, the Company had approximately 31.1 million shares of common stock outstanding. | |
Subject to certain conditions as described in its Loan Agreement entered into on January 9, 2013, the Company may repurchase up to an aggregate amount of $5.0 million of its Equity Interests (as defined in the Loan Agreement). | |
Share-Based Payments | |
During the three and nine months ended September 30, 2013, $0.5 million and $1.6 million, respectively, was included in selling, general and administrative expenses related to share-based payments. In addition, a net of 180,613 shares of common stock were issued upon vesting of restricted stock awards in the nine months ended September 30, 2013. | |
During the three and nine months ended September 30, 2012, $0.6 million and $2.0 million, respectively, was included in selling, general and administrative expenses related to share-based payments. In addition, a net of 161,944 shares of common stock were issued upon vesting of restricted stock awards in the nine months ended September 30, 2012. | |
During the three months ended September 30, 2013, 31,500 shares of restricted stock at a market price of $5.57 were granted to Directors and key employees of the Company. In addition, 31,500 stock appreciation rights were granted to key employees at a weighted average price of $5.57 and a weighted average valuation per share of $2.15. | |
During the nine months ended September 30, 2013, 340,509 shares of restricted stock at a market price of $4.64 were granted to Directors and key employees of the Company. In addition, 324,000 stock appreciation rights were granted to key employees at a weighted average price of $5.25 and a weighted average valuation per share of $1.77. | |
Similar to prior grants, the restricted stock vests 25% per year over a four year period on the anniversary date of the grant. The stock appreciation rights vest 25% per year over a four year period, expire after seven years and can only be settled with stock. |
SEGMENT_DATA
SEGMENT DATA | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
SEGMENT DATA | ' | |||||||||||||||
SEGMENT DATA | ||||||||||||||||
In accordance with the Segment Reporting Topic of the FASB ASC, the Company historically reported four business segments – nurse and allied staffing, clinical trial services, physician staffing, and other human capital management services. During the fourth quarter of 2012, the Company decided to divest its clinical trial services business segment. Their results of operations have been classified as discontinued operations for all periods presented. The remaining three business segments in continuing operations are described below: | ||||||||||||||||
● | Nurse and allied staffing - The nurse and allied staffing business segment provides travel nurse and allied staffing services and per diem nurse services primarily to acute care hospitals. Nurse and allied staffing services are marketed to public and private and for-profit and not-for-profit healthcare facilities throughout the U.S. The Company aggregates the different brands that it markets to its customers in this business segment. | |||||||||||||||
● | Physician staffing – The physician staffing business segment provides multi-specialty locum tenens services to the healthcare industry throughout the U.S. | |||||||||||||||
● | Other human capital management services - The other human capital management services business segment includes the combined results of the Company’s education and training and retained search businesses that both have operations within the U.S. | |||||||||||||||
The Company’s management evaluates performance of each segment primarily based on revenue and contribution income. The Company’s management does not evaluate, manage or measure performance of segments using asset information; accordingly, asset information by segment is not prepared or disclosed. The information in the following table is derived from the segments’ internal financial information as used for corporate management purposes. Certain corporate expenses are not allocated to and/or among the operating segments. | ||||||||||||||||
Information on operating segments and a reconciliation to income (loss) from operations for the periods indicated are as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 (a) | 2013 | 2012 (a) | |||||||||||||
(amounts in thousands) | ||||||||||||||||
Revenues: | ||||||||||||||||
Nurse and allied staffing | $ | 67,448 | $ | 69,750 | $ | 207,736 | $ | 206,904 | ||||||||
Physician staffing | 31,485 | 32,681 | 92,506 | 92,879 | ||||||||||||
Other human capital management services | 9,115 | 9,827 | 28,890 | 31,122 | ||||||||||||
$ | 108,048 | $ | 112,258 | $ | 329,132 | $ | 330,905 | |||||||||
Contribution income (b): | ||||||||||||||||
Nurse and allied staffing (c) | $ | 5,156 | $ | 2,511 | $ | 14,192 | $ | 7,771 | ||||||||
Physicians staffing | 2,191 | 3,108 | 6,820 | 8,192 | ||||||||||||
Other human capital management services | 55 | 25 | 879 | 1,410 | ||||||||||||
7,402 | 5,644 | 21,891 | 17,373 | |||||||||||||
Unallocated corporate overhead (c) | 4,937 | 5,288 | 16,934 | 16,684 | ||||||||||||
Depreciation | 890 | 1,035 | 2,952 | 3,798 | ||||||||||||
Amortization | 552 | 566 | 1,684 | 1,698 | ||||||||||||
Restructuring costs | 109 | — | 484 | — | ||||||||||||
Legal settlement charge | — | — | 750 | — | ||||||||||||
Impairment charge | — | — | — | 18,732 | ||||||||||||
Income (loss) from operations | $ | 914 | $ | (1,245 | ) | $ | (913 | ) | $ | (23,539 | ) | |||||
_______________ | ||||||||||||||||
(a) | Prior periods have been restated to conform to the 2013 presentation of the Company’s former clinical trial services business segment from continuing operations to discontinued operations. | |||||||||||||||
(b) | The Company defines contribution income as income or loss from operations before depreciation, amortization, restructuring costs, legal settlement charges, impairment charges and corporate expenses not specifically identified to a reporting segment. Contribution income is a financial measure used by management when assessing segment performance and is provided in accordance with the Segment Reporting Topic of the FASB ASC. | |||||||||||||||
(c) | In 2013, the Company refined its methodology for allocating certain corporate overhead expenses to its nurse and allied staffing segment expenses to more accurately reflect this segment’s profitability. Prior year information has been reclassified to conform to current year presentation. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | |
Commitments | |
In July 2013, the Company entered into an agreement to lease 41,607 square feet of space in Peachtree Corners, Georgia for its physician staffing business. The commitment is for ten years, eight months, subject to adjustment and earlier termination as provided in the lease, and totals approximately $4.2 million, excluding operating costs. The lease also contains certain lease incentives including a tenant improvement allowance of up to $1.5 million, of which any excess may be used for moving expenses. The commencement of the lease is expected to be in the first quarter of 2014. | |
Legal Contingencies | |
In late 2012, Alice Ogues, a former employee of Travel Staff, LLC (then CC Staffing, Inc.) commenced a putative wage and hour class action against the Company. The case is pending in the United States District Court for the Northern District of California, under the caption Ogues v. CC Staffing, Inc., Case No. 12-cv-6135-JCS. The Plaintiff seeks to represent a class of all individuals employed by the company as non-exempt workers from December 4, 2008 to the present and alleges that Travel Staff: (1) failed to provide meal periods; (2) failed to provide rest breaks; (3) failed to pay minimum and overtime wages; (4) failed to timely pay wages during employment; (5) made unlawful deductions from wages; (6) failed to provide accurate itemized wage statements; (7) waiting time penalties; and (8) unfair competition. In June 2013, the parties reached a settlement in principle for $750,000, and are negotiating the terms of the settlement agreement. Preliminary and final approval hearing dates have not yet been set by the court. Accordingly, during the second quarter of 2013, the Company accrued a reserve of $750,000 for this claim which is included in other current liabilities and legal settlement charge on its condensed consolidated balance sheets and statements of operations, respectively. | |
On September 8, 2010, the Company's subsidiary, Cross Country TravCorps, Inc. became the subject of an indemnity lawsuit (New Hanover Regional Medical Center vs. Cross Country TravCorps, Inc., d/b/a Cross Country Staffing, and Christina Lynn White) filed in the New Hanover County Civil Superior Court, State of North Carolina. Plaintiff alleged that a former employee of Cross Country TravCorps was negligent in caring for a patient which resulted in the death of that patient. New Hanover Regional Medical Center settled the claim pre-suit and subsequently brought an indemnity claim against the former nurse and Cross Country TravCorps for the actions of the nurse pursuant to the Staffing Agreement between Cross Country TravCorps and the hospital. | |
On April 19, 2013, an arbitration panel found the nurse negligently caused the death of the patient and that New Hanover Regional Medical Center had no active negligence contributing to that death. Furthermore, the arbitration panel found that the facility was entitled to recover compensatory damages from the nurse and Cross Country Staffing in the amount of approximately $2.0 million, plus pre-judgment interest (from September 8, 2010) at 8% per year. In addition, New Hanover Regional Medical Center was entitled to recover from Cross Country prejudgment interest on the compensatory damages from March 31, 2008 through September 7, 2010 at the rate of 8% per year and approximately $41,000 in attorneys' fees. The panel also found that, but for the negligence of the nurse, Cross Country would have no liability to New Hanover Regional Medical Center; therefore, as a matter of equity Cross Country was entitled to recover indemnity from the former nurse to the full extent Cross Country actually paid New Hanover Regional Medical Center any portion of the award (other than the prejudgment interest from March 31, 2008 through September 7, 2010 and the approximately $41,000 in attorneys' fees). The nurse had insurance coverage for this claim with $2.0 million (individual)/$4.0 million (aggregate) limits and no deductible. In addition, the Company has excess coverage that was expected to cover the amount of loss over $2.0 million. | |
During the second quarter of 2013, the nurse's insurance carrier paid New Hanover Regional Medical Center $2,000,000 and Cross Country made an indemnity payment to the facility in the amount of $920,450. As of September 30, 2013, Cross Country had been reimbursed $883,450 from its excess carrier. Subsequent to September 30, 2013, Cross Country received the remaining reimbursement for the indemnity payment as well as a reimbursement for additional legal expenses related to this claim of $273,474, which was collected in October 2013. | |
The Company is also subject to other legal proceedings and claims that arise in the ordinary course of its business. In the opinion of management, the outcome of these other matters will not have a significant effect on the Company's consolidated financial position or results of operations. | |
Sales & Other State Non-income Tax Liabilities | |
The Company's sales and other state non-income tax filings are subject to routine audits by authorities in the jurisdictions where it conducts business in the United States which may result in assessments of additional taxes. The Company accrues sales and other non-income tax liabilities based on the Company's best estimate of its probable liability utilizing currently available information and interpretation of relevant tax regulations. Given the nature of the Company's business, significant subjectivity exists as to both whether sales and other state non-income taxes can be assessed on its activity and how the sales tax will ultimately be measured by the relevant jurisdictions. The Company makes a determination for each reporting period whether the estimates for sales and other non-income taxes in certain states should be revised. | |
During the three and nine months ended September 30, 2013, the Company accrued $0.9 million, primarily based on a change in the estimate of the liability. During the three and nine months ended September 30, 2012, based on a change in the estimate of the liability, an expected state non-income tax audit assessment, and additional estimates for current year activity, the Company accrued an additional pretax liability related to these non-income tax matters of approximately $0.3 million and $1.0 million, respectively, primarily related to the 2005-2011 tax years. The expense is included in selling, general and administrative expenses on its condensed consolidated statements of operations and the liability is reflected in other current liabilities as of December 31, 2012 and September 30, 2013, on its condensed consolidated balance sheets. The Company is working with professional tax advisors and state authorities to resolve these matters. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Income Tax Disclosure [Abstract] | ' | |||
INCOME TAXES | ' | |||
INCOME TAXES | ||||
The Company's income tax provision and the corresponding annual effective tax rate are based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. For interim financial reporting, except in circumstances as described in the following paragraph, the Company estimates the annual effective tax rate based on projected taxable income for the full year and records a quarterly tax provision in accordance with the expected annual effective tax rate. As the year progresses, the Company refines the estimates of the year's taxable income as new information becomes available, including year-to-date financial results. This continual estimation process often results in a change to the Company's expected annual effective tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date income tax provision reflects the expected annual effective tax rate. Significant judgment is required in determining our annual effective tax rate and in evaluating our tax positions. | ||||
When projected taxable income for the full year is close to break-even, the expected annual effective tax rate becomes volatile and will distort the income tax provision for an interim period. When this happens the Company calculates the income tax provision or benefit using the year-to-date effective tax rate in accordance with the Income Taxes Topic of the ASC (ASC 740, paragraphs 270-30-18). This cut-off method results in an income tax provision or benefit based solely on the year-to-date pretax income or loss as adjusted for permanent differences on a pro rata basis. | ||||
For the period ended September 30, 2013 the Company has calculated its effective tax rate based on year-to-date results (under ASC 740-280-30-18) as opposed to estimating its annual effective tax rate. The Company’s effective tax rate for continuing operations for the three and nine months ended September 30, 2013 was (79.6)% and 51.3%, respectively, including the impact of discrete items. Excluding discrete items, the Company’s effective tax rate for continuing operations for the three and nine months ended September 30, 2013 was 43.1% and 4.1%. The effective tax rates are different than the statutory rates primarily due to the impact of the partial non-deductibility of certain per diem expenses. | ||||
Unrecognized tax benefits are included in other current liabilities and other long term liabilities on the Company's condensed consolidated balance sheets. In accordance with the Income Taxes Topic of the FASB ASC, a reconciliation of the beginning and ending amounts of unrecognized tax benefits, including estimated interest and penalties, is as follows: | ||||
Unrecognized Tax Benefits | ||||
(amounts in thousands) | ||||
Balance at January 1, 2013 | $ | 5,203 | ||
Additions based on tax provisions related to prior years | 390 | |||
Additions based on tax provisions related to current year | 358 | |||
Settlements of tax provisions related to prior years | (183 | ) | ||
Other | 7 | |||
Balance at September 30, 2013 | $ | 5,775 | ||
As of September 30, 2013, the Company had approximately $5.3 million of unrecognized tax benefits, net of deferred taxes, which would affect the effective tax rate if recognized. During the nine months ended September 30, 2013, the Company had gross increases of $0.8 million to its current year unrecognized tax benefits related to federal and state tax issues. In addition, the Company had gross decreases of $0.2 million to its unrecognized benefits related to settlements. | ||||
The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. The Company had accrued approximately $1.1 million and $0.9 million for the payment of interest and penalties at September 30, 2013 and December 31, 2012, respectively. | ||||
The tax years 2004, 2005 and 2008 through 2011 remain open to examination by the major taxing jurisdictions in which the Company is subject to tax, with the exception of certain states in which the statute of limitations has been extended. In mid-July of 2013, the Company received a notice of proposed audit adjustments from the State of New York relating to the examination of its tax years ending December 31, 2006 through 2009. The Company has increased its current unrecognized tax benefits by $0.4 million as a result of the examination. |
RESTRUCTURING_AND_COST_REDUCTI
RESTRUCTURING AND COST REDUCTION PLAN (Notes) | 9 Months Ended |
Sep. 30, 2013 | |
Restructuring and Related Activities [Abstract] | ' |
RESTRUCTURING AND COST REDUCTION PLAN | ' |
RESTRUCTURING AND COST REDUCTION PLAN | |
During the second quarter of 2013, the Company initiated a restructuring plan to reduce operating costs. As of September 30, 2013, the Company has incurred approximately $0.5 million primarily related to senior management employee severance pay. These costs are included as restructuring costs in the condensed consolidated statements of operations. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements (Notes) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Recent Accounting Pronouncements | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | |
In July 2013, the FASB issued Accounting Standards Update 2013-11, Income Taxes - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forwards Exists (ASU 2013-11). ASU 2013-11 requires entities to present the unrecognized tax benefits in the financial statements as a liability and not combine it with deferred tax assets to the extent a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. ASU 2013-11 is effective for annual and interim periods for fiscal years beginning on or after December 15, 2013. The Company is currently evaluating its impact on the financial statements and disclosures. |
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Revenues and Components of Discontinued Operations, Net of Tax | ' | |||||||||||||||
The following table presents the revenues and the components of discontinued operations, net of tax: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(amounts in thousands) | ||||||||||||||||
Revenue | $ | — | $ | 16,865 | $ | 7,939 | $ | 51,162 | ||||||||
(Loss) income from discontinued operations before gain on sale and income taxes (a) | — | (22,354 | ) | 483 | (20,427 | ) | ||||||||||
(Loss) gain on sale of discontinued operations | (71 | ) | — | 4,014 | — | |||||||||||
Income tax (expense) benefit | (468 | ) | 4,035 | (2,554 | ) | 5,499 | ||||||||||
(Loss) income from discontinued operations, | $ | (539 | ) | $ | (18,319 | ) | $ | 1,943 | $ | (14,928 | ) | |||||
net of income taxes | ||||||||||||||||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Components of Numerator and Denominator for Computation of Basic and Diluted Earnings per Share | ' | |||||||||||||||
The following table sets forth the components of the numerator and denominator for the computation of the basic and diluted earnings per share: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(amounts in thousands) | ||||||||||||||||
Income (loss) from continuing operations | $ | 1,453 | $ | 719 | $ | (1,328 | ) | $ | (17,760 | ) | ||||||
(Loss) income from discontinued operations, net of tax | (539 | ) | (18,319 | ) | 1,943 | (14,928 | ) | |||||||||
Net income (loss) | $ | 914 | $ | (17,600 | ) | $ | 615 | $ | (32,688 | ) | ||||||
Net income (loss) per common share, basic: | ||||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.02 | $ | (0.04 | ) | $ | (0.58 | ) | ||||||
Discontinued operations | (0.02 | ) | (0.59 | ) | 0.06 | (0.48 | ) | |||||||||
Net income (loss) | $ | 0.03 | $ | (0.57 | ) | $ | 0.02 | $ | (1.06 | ) | ||||||
Net income (loss) per common share, diluted: | ||||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.02 | $ | (0.04 | ) | $ | (0.58 | ) | ||||||
Discontinued operations | (0.02 | ) | (0.59 | ) | 0.06 | (0.48 | ) | |||||||||
Net income (loss) | $ | 0.03 | $ | (0.57 | ) | $ | 0.02 | $ | (1.06 | ) | ||||||
Weighted average common shares outstanding: | ||||||||||||||||
Basic | 31,085 | 30,902 | 30,984 | 30,823 | ||||||||||||
Diluted | 31,161 | 30,925 | 30,984 | 30,823 | ||||||||||||
DEBT_Tables
DEBT (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-term Debt | ' | |||||||
At September 30, 2013 and December 31, 2012, long-term debt consists of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(amounts in thousands) | ||||||||
Term loan, interest 2.72% at December 31, 2012 | $ | — | $ | 23,125 | ||||
Revolving credit facility, interest 2.72% at December 31, 2012 | — | 10,000 | ||||||
Capital lease obligations and note payable | 255 | 734 | ||||||
Total debt | 255 | 33,859 | ||||||
Less current portion | (146 | ) | (33,683 | ) | ||||
Long-term debt | $ | 109 | $ | 176 | ||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Summary of Estimated Fair Values of Financial Assets and Liabilities Measured on a Recurring Basis | ' | |||||||||||||||
The table which follows summarizes the estimated fair value of the Company’s financial assets and liabilities measured on a recurring basis as of September 30, 2013 and December 31, 2012: | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||
(amounts in thousands) | ||||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
(Level 1) | ||||||||||||||||
Financial Liabilities: | ||||||||||||||||
Deferred compensation | $ | 1,517 | $ | 1,471 | ||||||||||||
Fair Value of Goodwill Measured On Non-Recurring Basis | ' | |||||||||||||||
The following table presented the fair value of goodwill, which was the most significant component of the assets held for sale, measured on a non-recurring basis for the Company’s clinical trial services reporting unit included in assets held for sale as of December 31, 2012: | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||
(amounts in thousands) | ||||||||||||||||
31-Dec-12 | ||||||||||||||||
(Level 3) | ||||||||||||||||
Clinical trial services segment goodwill | $ | 28,176 | ||||||||||||||
Carrying Amounts and Estimated Fair Values of Significant Financial Instrument that were not Measured at Fair Value | ' | |||||||||||||||
The following table represents the carrying amounts and estimated fair values of the Company’s significant financial instruments that were not measured at fair value: | ||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
(Level 2) | (amounts in thousands) | |||||||||||||||
Financial Assets: | ||||||||||||||||
Escrow Receivable | $ | 3,750 | $ | 3,682 | $ | — | $ | — | ||||||||
Financial Liabilities: | ||||||||||||||||
Term loan and revolver credit facility | $ | — | $ | — | $ | 33,125 | $ | 32,654 | ||||||||
SEGMENT_DATA_Tables
SEGMENT DATA (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Information on Operating Segments and Reconciliation to Loss From Operations | ' | |||||||||||||||
Information on operating segments and a reconciliation to income (loss) from operations for the periods indicated are as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 (a) | 2013 | 2012 (a) | |||||||||||||
(amounts in thousands) | ||||||||||||||||
Revenues: | ||||||||||||||||
Nurse and allied staffing | $ | 67,448 | $ | 69,750 | $ | 207,736 | $ | 206,904 | ||||||||
Physician staffing | 31,485 | 32,681 | 92,506 | 92,879 | ||||||||||||
Other human capital management services | 9,115 | 9,827 | 28,890 | 31,122 | ||||||||||||
$ | 108,048 | $ | 112,258 | $ | 329,132 | $ | 330,905 | |||||||||
Contribution income (b): | ||||||||||||||||
Nurse and allied staffing (c) | $ | 5,156 | $ | 2,511 | $ | 14,192 | $ | 7,771 | ||||||||
Physicians staffing | 2,191 | 3,108 | 6,820 | 8,192 | ||||||||||||
Other human capital management services | 55 | 25 | 879 | 1,410 | ||||||||||||
7,402 | 5,644 | 21,891 | 17,373 | |||||||||||||
Unallocated corporate overhead (c) | 4,937 | 5,288 | 16,934 | 16,684 | ||||||||||||
Depreciation | 890 | 1,035 | 2,952 | 3,798 | ||||||||||||
Amortization | 552 | 566 | 1,684 | 1,698 | ||||||||||||
Restructuring costs | 109 | — | 484 | — | ||||||||||||
Legal settlement charge | — | — | 750 | — | ||||||||||||
Impairment charge | — | — | — | 18,732 | ||||||||||||
Income (loss) from operations | $ | 914 | $ | (1,245 | ) | $ | (913 | ) | $ | (23,539 | ) | |||||
_______________ | ||||||||||||||||
(a) | Prior periods have been restated to conform to the 2013 presentation of the Company’s former clinical trial services business segment from continuing operations to discontinued operations. | |||||||||||||||
(b) | The Company defines contribution income as income or loss from operations before depreciation, amortization, restructuring costs, legal settlement charges, impairment charges and corporate expenses not specifically identified to a reporting segment. Contribution income is a financial measure used by management when assessing segment performance and is provided in accordance with the Segment Reporting Topic of the FASB ASC. | |||||||||||||||
(c) | In 2013, the Company refined its methodology for allocating certain corporate overhead expenses to its nurse and allied staffing segment expenses to more accurately reflect this segment’s profitability. Prior year information has been reclassified to conform to current year presentation. |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Income Tax Disclosure [Abstract] | ' | |||
Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits | ' | |||
In accordance with the Income Taxes Topic of the FASB ASC, a reconciliation of the beginning and ending amounts of unrecognized tax benefits, including estimated interest and penalties, is as follows: | ||||
Unrecognized Tax Benefits | ||||
(amounts in thousands) | ||||
Balance at January 1, 2013 | $ | 5,203 | ||
Additions based on tax provisions related to prior years | 390 | |||
Additions based on tax provisions related to current year | 358 | |||
Settlements of tax provisions related to prior years | (183 | ) | ||
Other | 7 | |||
Balance at September 30, 2013 | $ | 5,775 | ||
Discontinued_Operations_Narrat
Discontinued Operations - Narrative (Detail) (USD $) | Sep. 30, 2013 | Feb. 15, 2013 | Dec. 31, 2012 | Feb. 15, 2013 | Jun. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Nov. 07, 2013 |
Clinical Trial Services [Member] | Clinical Trial Services [Member] | Clinical Trial Services [Member] | Clinical Trial Services [Member] | Clinical Trial Services [Member] | Subsequent Event [Member] | ||||
Clinical Trial Services [Member] | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate amount of selling prices | ' | ' | ' | $52,000,000 | ' | ' | ' | ' | ' |
Discontinued Operation, Amount of Adjustment to Prior Period Gain (Loss) on Disposal, Net of Tax | ' | ' | ' | 100,000 | ' | ' | ' | ' | 200,000 |
Earn-out related to certain performance- based milestones | ' | ' | ' | 3,750,000 | ' | ' | 2,250,000 | ' | ' |
Release of escrow to the buyer | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' |
Indemnity escrow receivable | 3,750,000 | 3,750,000 | 0 | 3,750,000 | ' | ' | ' | ' | ' |
Escrow deposit term | ' | ' | ' | ' | ' | ' | '18 months | ' | ' |
Goodwill impariment | ' | ' | ' | ' | ' | 22,100,000 | ' | 0 | ' |
Impairment on intangible assets | ' | ' | ' | ' | ' | $1,400,000 | ' | $0 | ' |
Discontinued_Operations_Detail
Discontinued Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ||||
(Loss) income from discontinued operations, net of income taxes | ($539) | ($18,319) | $1,943 | ($14,928) | ||||
Clinical Trial Services [Member] | ' | ' | ' | ' | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ||||
Revenue | 0 | 16,865 | 7,939 | 51,162 | ||||
(Loss) income from discontinued operations before gain on sale and income taxes (a) | 0 | -22,354 | 483 | -20,427 | ||||
(Loss) gain on sale of discontinued operations | -71 | 0 | 4,014 | 0 | ||||
Income tax (expense) benefit | 468 | -4,035 | 2,554 | -5,499 | ||||
(Loss) income from discontinued operations, net of income taxes | ($539) | [1] | ($18,319) | [1] | $1,943 | [1] | ($14,928) | [1] |
[1] | Amounts for the three and nine months ended SeptemberB 30, 2012 include a pre-tax goodwill impairment charge of $22.1 million and a pre-tax trademark impairment charge of $1.4 million. |
Comprehensive_Income_Narrative
Comprehensive Income - Narrative (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Equity [Abstract] | ' | ' | ' | ' | ' |
Cumulative impact of currency fluctuations | $1,200,000 | ' | $1,200,000 | ' | $3,100,000 |
Reclassification of currency translation adjustments related to sale of clinical trial services business (see Note 3 - Comprehensive Income) | 0 | 0 | 2,337,000 | 0 | ' |
Income tax benefit | ' | ' | $200,000 | ' | ' |
Earnings_Per_Share_Narrative_D
Earnings Per Share - Narrative (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Common stock shares that have been excluded from the per share calculation | 1,544,503 | 2,265,206 | 1,701,697 | 1,986,228 |
Dilutive shares excluded due to net loss | ' | ' | 135,846 | 41,998 |
Earnings_Per_Share_Components_
Earnings Per Share - Components of Numerator and Denominator for Computation of Basic and Diluted Earnings per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Income (loss) from continuing operations | $1,453 | $719 | ($1,328) | ($17,760) |
(Loss) income from discontinued operations, net of tax | -539 | -18,319 | 1,943 | -14,928 |
Net income (loss) | $914 | ($17,600) | $615 | ($32,688) |
Net income (loss) per common share, basic: | ' | ' | ' | ' |
Continuing operations (in usd per share) | $0.05 | $0.02 | ($0.04) | ($0.58) |
Discontinued operations (in usd per share) | ($0.02) | ($0.59) | $0.06 | ($0.48) |
Net income (loss) (in usd per share) | $0.03 | ($0.57) | $0.02 | ($1.06) |
Net income (loss) per common share, diluted: | ' | ' | ' | ' |
Continuing operations (in usd per share) | $0.05 | $0.02 | ($0.04) | ($0.58) |
Discontinued operations (in usd per share) | ($0.02) | ($0.59) | $0.06 | ($0.48) |
Net income (loss) (in usd per share) | $0.03 | ($0.57) | $0.02 | ($1.06) |
Weighted-average number of shares outstanding-basic (in shares) | 31,085 | 30,902 | 30,984 | 30,823 |
Weighted-average number of shares outstanding-diluted (in shares) | 31,161 | 30,925 | 30,984 | 30,823 |
Acquisitions_Narrative_Detail
Acquisitions - Narrative (Detail) (MDA Holdings Inc, USD $) | Sep. 30, 2013 |
In Millions, unless otherwise specified | |
MDA Holdings Inc | ' |
Business Acquisition, Contingent Consideration [Line Items] | ' |
Escrow deposit balance | $3.60 |
Debt_Long_Term_Debt_Detail
Debt - Long- Term Debt (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Term loan, interest 2.72% at December 31, 2012 | $0 | $23,125 |
Revolving credit facility, interest 2.72% at December 31, 2012 | 0 | 10,000 |
Capital lease obligations and note payable | 255 | 734 |
Total debt | 255 | 33,859 |
Less current portion | -146 | -33,683 |
Long-term debt and capital lease obligations | $109 | $176 |
Debt_Parenthetical_Detail
Debt - Parenthetical (Detail) | Dec. 31, 2012 |
Debt Disclosure [Abstract] | ' |
Term loan, interest | 2.72% |
Revolver credit facility, interest rate | 2.72% |
Debt_Schedule_Maturities_of_Ca
Debt - Schedule Maturities of Capital Lease Obligations - Additional Information (Detail) (Capital Lease and Note Payable, USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Capital Lease and Note Payable | ' |
Debt Instrument [Line Items] | ' |
2013 | $79 |
2014 | 83 |
2015 | 65 |
2016 | $28 |
Debt_Narrative_Detail
Debt - Narrative (Detail) (USD $) | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jul. 10, 2012 | Mar. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jul. 10, 2012 | Jul. 10, 2012 | Sep. 30, 2013 | Mar. 31, 2013 | Jul. 10, 2012 | Dec. 31, 2012 | Jan. 09, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 09, 2013 | Jan. 09, 2013 |
In Millions, unless otherwise specified | Standby Letters of Credit | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement | Loan and Security Agreement |
Debt Modification | LIBOR | LIBOR | Base Rate | Swingline Borrowings | Standby Letters of Credit | Base Rate | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | ||||||||||
LIBOR | Base Rate | Swingline Borrowings | Standby Letters of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit outstanding | $11.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, term | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | '3 years | ' | ' | ' | ' | ' |
Credit facility maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65 | 38.1 | ' | ' | ' | ' |
Subfacility loans percentage up to aggregate revolver commitments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' |
Line of credit, subfacility for standby letters of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20 |
Line of credit facility, additional borrowing capacity | ' | ' | ' | ' | ' | 25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20 | ' | ' | ' | ' | ' |
Aggregate amount of advances under the line of credit (borrowing base) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65 | ' | ' | ' | ' | ' |
Line of credit facility, eligible billed accounts receivable per the loan agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' |
Line of credit facility, eligible unbilled accounts receivable per the loan agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' |
Line of credit facility, eligible borrowing of unbilled accounts receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12 | ' | ' | ' | ' | ' |
Write off of deferred debt issuance cost | ' | ' | 1.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.3 | ' | ' | ' | ' | ' | ' | ' | ' |
Fees related to the modified portion of debt | ' | ' | ' | ' | ' | ' | 0.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest margin | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | 1.50% | 0.50% | ' | ' |
Line of Credit Facility, Interest Rate Description | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | 'Base Rate | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | 'Base Rate | ' | ' |
Short-term Debt, Interest Rate Increase | ' | ' | ' | ' | 0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Required percentage of aggregate amount of the commitment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.50% | ' | ' | ' | ' | ' |
Required minimum availability under credit facility to avoid negative covenants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.25 | ' | ' | ' | ' | ' |
Minimum fixed charge coverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' |
Credit facility borrowing capacity | ' | ' | ' | ' | ' | 50 | ' | ' | ' | ' | ' | ' | ' | ' | 25 | ' | ' | ' | ' | ' | ' | ' |
Line of credit, subfacility for swingline loans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly commitment fee on the average daily unused portion | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated_Fair_values_Assets_a
Estimated Fair values Assets and Liabilities Measured on Recurring Basis (Detail) (Fair Value, Inputs, Level 1, Deferred compensation, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Inputs, Level 1 | Deferred compensation | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Financial Liabilities | $1,517 | $1,471 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value Measured on Non Recurring Basis (Detail) (Clinical Trial Services [Member], Fair Value, Measurements, Nonrecurring [Member], Fair Value, Inputs, Level 3, USD $) | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |
Clinical Trial Services [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Goodwill | $28,176 |
Fair_Value_Measurements_Narrat
Fair Value Measurements - Narrative (Detail) (USD $) | Sep. 30, 2013 | Feb. 15, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Fair Value Measurement [Line Items] | ' | ' | ' |
Indemnity escrow receivable | $3,750 | $3,750 | $0 |
Clinical Trial Services [Member] | ' | ' | ' |
Fair Value Measurement [Line Items] | ' | ' | ' |
Indemnity escrow receivable | $3,750 | ' | ' |
Fair_Value_Measurements_Financ
Fair Value Measurements - Financial Instrument that were not Measured at Fair Value (Detail) (USD $) | Sep. 30, 2013 | Feb. 15, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | ' | ' | ' |
Escrow Receivable, Carrying Amount | $3,750 | $3,750 | $0 |
Term loan and revolver credit facility, Carrying Amount | 0 | ' | 33,125 |
Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Fair Value, Option, Quantitative Disclosures [Line Items] | ' | ' | ' |
Escrow Receivable, Fair Value | 3,682 | ' | 0 |
Term loan and revolver credit facility, Fair Value | $0 | ' | $32,654 |
Stockholders_Equity_Narrative_
Stockholders' Equity - Narrative (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 09, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Stock repurchase and retirement (in shares) | ' | ' | ' | ' | 71,653 |
Shares repurchased, average price per share (in usd per share) | ' | ' | ' | ' | $5.22 |
Stock repurchase and retirement | ' | ' | ' | ' | $400,000 |
Common stock left remaining to repurchase under the plan (in shares) | ' | 942,443 | ' | 942,443 | ' |
Number of shares of common stock outstanding (in shares) | ' | 31,100,000 | ' | 31,100,000 | ' |
Equity interests repurchase | 5,000,000 | ' | ' | ' | ' |
Share-based compensation | ' | $500,000 | $600,000 | $1,635,000 | $1,980,000 |
Restricted stock, shares issued net of shares for tax witholdings (shares) | ' | ' | ' | 180,613 | 161,944 |
Restricted Stock [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Stock vesting percentage per year | ' | 25.00% | ' | 25.00% | ' |
Stock vesting period | ' | '4 years | ' | '4 years | ' |
Stock Appreciation Rights (SARs) [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Stock vesting percentage per year | ' | 25.00% | ' | 25.00% | ' |
Stock vesting period | ' | '4 years | ' | '4 years | ' |
Expiration term | ' | '7 years | ' | '7 years | ' |
Key Directors and Key Employees [Member] | Restricted Stock [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Grants in period (shares) | ' | 31,500 | ' | 340,509 | ' |
Grants, Weighted average grant date fair value (usd per share) | ' | $5.57 | ' | $4.64 | ' |
Key Employees [Member] | Stock Appreciation Rights (SARs) [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Grants in period (shares) | ' | 31,500 | ' | 324,000 | ' |
Grants in period, weighted average share price (in usd per share) | ' | $5.57 | ' | $5.25 | ' |
Weighted average grant date fair value (in usd per share) | ' | $2.15 | ' | $1.77 | ' |
Segment_Data_Narrative_Detail
Segment Data - Narrative (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
segment | |
Segment Reporting [Abstract] | ' |
Number of operating segments | 3 |
Segment_Data_Information_on_Op
Segment Data - Information on Operating Segments and Reconciliation to Loss From Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' | ||||
Revenue from services | $108,048 | $112,258 | [1] | $329,132 | $330,905 | [1] | ||
Contribution income | 7,402 | [2] | 5,644 | [1],[2] | 21,891 | [2] | 17,373 | [1],[2] |
Unallocated corporate overhead | 4,937 | [3] | 5,288 | [1],[3] | 16,934 | [3] | 16,684 | [1],[3] |
Depreciation | 890 | [3] | 1,035 | [1],[3] | 2,952 | [3] | 3,798 | [1],[3] |
Amortization | 552 | [3] | 566 | [1],[3] | 1,684 | [3] | 1,698 | [1],[3] |
Restructuring costs | 109 | [3] | 0 | [1],[3] | 484 | [3] | 0 | [1],[3] |
Legal settlement charge | 0 | [3] | 0 | [1],[3] | 750 | [3] | 0 | [1],[3] |
Impairment charges | 0 | [3] | 0 | [1],[3] | 0 | [3] | 18,732 | [1],[3] |
Loss from continuing operations | 914 | [3] | -1,245 | [1],[3] | -913 | [3] | -23,539 | [1],[3] |
Nurse and allied staffing | ' | ' | ' | ' | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' | ||||
Revenue from services | 67,448 | 69,750 | [1] | 207,736 | 206,904 | [1] | ||
Contribution income | 5,156 | [2],[3] | 2,511 | [1],[2],[3] | 14,192 | [2],[3] | 7,771 | [1],[3] |
Physician staffing | ' | ' | ' | ' | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' | ||||
Revenue from services | 31,485 | 32,681 | [1] | 92,506 | 92,879 | [1] | ||
Contribution income | 2,191 | [2] | 3,108 | [1],[2] | 6,820 | [2] | 8,192 | [1],[2] |
Other human capital management services | ' | ' | ' | ' | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' | ||||
Revenue from services | 9,115 | 9,827 | [1] | 28,890 | 31,122 | [1] | ||
Contribution income | $55 | [2] | $25 | [1],[2] | $879 | [2] | $1,410 | [1],[2] |
[1] | Prior periods have been restated to conform to the 2013 presentation of the Companybs former clinical trial services business segment from continuing operations to discontinued operations. | |||||||
[2] | The Company defines contribution income as income or loss from operations before depreciation, amortization, restructuring costs, legal settlement charges, impairment charges and corporate expenses not specifically identified to a reporting segment. Contribution income is a financial measure used by management when assessing segment performance and is provided in accordance with the Segment Reporting Topic of the FASB ASC. | |||||||
[3] | In 2013, the Company refined its methodology for allocating certain corporate overhead expenses to its nurse and allied staffing segment expenses to more accurately reflect this segmentbs profitability. Prior year information has been reclassified to conform to current year presentation. |
Commitment_and_Contingencies_N
Commitment and Contingencies - Narrative (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 29 Months Ended | 31 Months Ended | |||
Jul. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Apr. 19, 2013 | Nov. 07, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 07, 2010 | Apr. 19, 2013 | |
sqft | New Hanover Regional Medical Center [Member] | New Hanover Regional Medical Center [Member] | New Hanover Regional Medical Center [Member] | New Hanover Regional Medical Center [Member] | New Hanover Regional Medical Center [Member] | New Hanover Regional Medical Center [Member] | ||||||
Pending Litigation | Pending Litigation | Pending Litigation | Pending Litigation | Pending Litigation | Pending Litigation | |||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Area of space | 41,607 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments term | '10 years 8 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease Obligations | $4,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tenant improvement allowance | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Settlement | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' |
Damages sought | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' |
Prejudgment interest on the compensatory damages | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | 8.00% |
Attorney fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 41,000 | ' |
Annual coverage limit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' |
Coverage per claim | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | 2,000,000 | ' |
Insurance payment | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' |
Settlement of claims | ' | ' | ' | ' | ' | ' | ' | ' | 920,450 | ' | ' | ' |
Insurance recoveries | ' | ' | ' | ' | ' | ' | ' | 273,474 | ' | 883,450 | ' | ' |
Non income tax matters pre tax | ' | $900,000 | $300,000 | $900,000 | $1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Narrative_Detail
Income Taxes - Narrative (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Effective tax rate | -79.60% | 51.30% | ' |
Unrecognized tax benefits, which would affect the effective tax rate | $5,300,000 | $5,300,000 | ' |
Gross increases in current year unrecognized tax | ' | 800,000 | ' |
Settlements of tax provisions related to prior year | ' | 183,000 | ' |
Unrecognized tax benefit accrued interest and penalties | 1,100,000 | 1,100,000 | 900,000 |
Tax years remain open for examination | ' | '2004, 2005 and 2008 through 2011 | ' |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ' | ' | ' |
EffectiveIncomeTaxRateContinuingOperationsExcludingDiscreteItems | 0.00% | 0.00% | ' |
Settlement with Taxing Authority [Member] | ' | ' | ' |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ' | ' | ' |
Increase in unrecognized tax benefit | $400,000 | $400,000 | ' |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Beginning and Ending Balance of Unrecognized Tax Benefits (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ' |
Balance at January 1, 2013 | $5,203 |
Additions based on tax provisions related to prior years | 390 |
Additions based on tax provisions related to current year | 358 |
Settlements of tax provisions related to prior years | -183 |
Other | 7 |
Balance at June 30, 2013 | $5,775 |
RESTRUCTURING_AND_COST_REDUCTI1
RESTRUCTURING AND COST REDUCTION PLAN Restructuring and Cost Reduction Plan Narrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Restructuring and Related Activities [Abstract] | ' | ' | ' | ' | ||||
Restructuring costs | $109 | [1] | $0 | [1],[2] | $484 | [1] | $0 | [1],[2] |
[1] | In 2013, the Company refined its methodology for allocating certain corporate overhead expenses to its nurse and allied staffing segment expenses to more accurately reflect this segmentbs profitability. Prior year information has been reclassified to conform to current year presentation. | |||||||
[2] | Prior periods have been restated to conform to the 2013 presentation of the Companybs former clinical trial services business segment from continuing operations to discontinued operations. |