Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 28, 2015 | Jun. 30, 2014 | |
Document Documentand Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CCRN | ||
Entity Registrant Name | CROSS COUNTRY HEALTHCARE INC | ||
Entity Central Index Key | 1141103 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 31,931,356 | ||
Entity Public Float | $201,393,913 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $4,995 | $8,055 |
Accounts receivable, less allowance for doubtful accounts of $1,425 and $1,651 at December 31, 2014 and 2013, respectively | 113,129 | 60,750 |
Income taxes receivable | 307 | 538 |
Prepaid expenses | 6,073 | 6,163 |
Insurance recovery receivable | 5,624 | 3,886 |
Indemnity escrow receivable | 0 | 3,750 |
Other current assets | 1,055 | 793 |
Total current assets | 131,183 | 83,935 |
Property and equipment, net of accumulated depreciation | 12,133 | 6,170 |
Trade Names, net | 38,201 | 42,301 |
Goodwill | 90,647 | 77,266 |
Other identifiable intangible assets, net | 33,823 | 26,198 |
Debt issuance costs, net of accumulated amortization of $522 and $222 at December 31, 2014 and 2013, respectively | 1,257 | 464 |
Non-current insurance recovery receivable | 16,825 | 10,914 |
Non-current security deposits | 1,064 | 997 |
Total assets | 325,133 | 248,245 |
Current liabilities: | ||
Accounts payable and accrued expenses | 27,314 | 10,272 |
Accrued compensation and benefits | 28,731 | 19,148 |
Current portion of long-term debt and capital lease obligations | 3,607 | 8,483 |
Sales tax payable | 2,573 | 2,404 |
Deferred tax liabilities | 1,981 | 535 |
Other current liabilities | 2,790 | 4,063 |
Total current liabilities | 66,996 | 44,905 |
Long-term debt and capital lease obligations, less current portion | 70,467 | 93 |
Non-current deferred tax liabilities | 18,038 | 16,849 |
Long-term accrued claims | 32,068 | 18,303 |
Long-term deferred purchase price | 2,333 | 0 |
Long-term unrecognized tax benefits | 889 | 4,013 |
Other long-term liabilities | 4,010 | 3,415 |
Total liabilities | 194,801 | 87,578 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock—$0.0001 par value; 100,000,000 shares authorized; 31,292,596 and 31,085,289 shares issued and outstanding at December 31, 2014 and 2013, respectively | 3 | 3 |
Additional paid-in capital | 247,467 | 246,325 |
Accumulated other comprehensive loss | -1,118 | -970 |
Accumulated deficit | -116,474 | -84,691 |
Total Cross Country Healthcare, Inc. stockholders' equity | 129,878 | 160,667 |
Noncontrolling interest | 454 | 0 |
Total stockholders' equity | 130,332 | 160,667 |
Total liabilities and stockholders' equity | $325,133 | $248,245 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $1,425 | $1,651 |
Debt issuance costs, accumulated amortization | $522 | $222 |
Common stock, par value (usd per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 31,292,596 | 31,085,289 |
Common stock, shares outstanding | 31,292,596 | 31,085,289 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Revenue from services | $617,825 | $438,311 | $442,635 |
Operating expenses: | |||
Direct operating expenses | 460,021 | 324,851 | 331,050 |
Selling, general and administrative expenses | 141,018 | 106,117 | 109,417 |
Bad debt expense | 1,016 | 1,078 | 786 |
Depreciation | 3,866 | 3,886 | 4,905 |
Amortization | 3,575 | 2,294 | 2,263 |
Acquisition and integration costs | 7,957 | 473 | 0 |
Restructuring costs | 840 | 484 | 0 |
Legal settlement charge | 0 | 750 | 0 |
Impairment charges | 10,000 | 6,400 | 18,732 |
Total operating expenses | 628,293 | 446,333 | 467,153 |
Loss from operations | -10,468 | -8,022 | -24,518 |
Other expenses (income): | |||
Foreign exchange loss (gain) | 49 | -132 | -62 |
Interest expense | 4,160 | 849 | 2,341 |
Change in fair value of convertible note derivatives liability | 16,671 | 0 | 0 |
Loss on early extinguishment and modification of debt | 0 | 1,419 | 82 |
Other (income) expense, net | -30 | -119 | 16 |
Loss from continuing operations before income taxes | -31,318 | -10,039 | -26,895 |
Income tax expense (benefit) | 216 | 44,211 | -6,150 |
Loss from continuing operations | -31,534 | -54,250 | -20,745 |
Income (loss) from discontinued operations, net of income taxes | 0 | 2,281 | -21,476 |
Consolidated net loss | -31,534 | -51,969 | -42,221 |
Less: Net income attributable to noncontrolling interest in subsidiary | 249 | 0 | 0 |
Net loss attributable to common shareholders | ($31,783) | ($51,969) | ($42,221) |
Basic (loss) income per share attributable to common shareholders | |||
Continuing operations (usd per share) | ($1.02) | ($1.75) | ($0.67) |
Discontinued operations (usd per share) | $0 | $0.07 | ($0.70) |
Net (loss) income (usd per share) | ($1.02) | ($1.68) | ($1.37) |
Diluted (loss) income per share attributable to common shareholders | |||
Continuing operations (usd per share) | ($1.02) | ($1.75) | ($0.67) |
Discontinued operations (usd per share) | $0 | $0.07 | ($0.70) |
Net (loss) income (usd per share) | ($1.02) | ($1.68) | ($1.37) |
Weighted average common shares outstanding—basic (shares) | 31,190 | 31,009 | 30,843 |
Weighted average common shares outstanding—diluted (shares) | 31,190 | 31,009 | 30,843 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | ($31,534) | ($51,969) | ($42,221) |
Other comprehensive income, before income taxes: | |||
Unrealized foreign currency translation gain (loss) | 14 | -386 | 268 |
Reclassification of currency translation adjustments related to sale of clinical trial services business (See Note 2 - Summary of Significant Accounting Policies) | 0 | 2,336 | 0 |
Write-down of marketable securities | 0 | 0 | 38 |
Net change in fair value of marketable securities | 0 | 0 | -1 |
Other comprehensive income, before income taxes | 14 | 1,950 | 305 |
Income tax expense (benefit) related to items of other comprehensive income | 162 | -162 | 15 |
Other comprehensive (loss) income, net of tax | -148 | 2,112 | 290 |
Consolidated comprehensive loss | -31,682 | -49,857 | -41,931 |
Less: Net income attributable to noncontrolling interest in subsidiary | 249 | 0 | 0 |
Consolidated comprehensive loss | ($31,931) | ($49,857) | ($41,931) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Noncontrolling Interest [Member] |
In Thousands, except Share data, unless otherwise specified | ||||||
Beginning Balance at Dec. 31, 2011 | $249,300 | $3 | $243,171 | ($3,373) | $9,499 | $0 |
Beginning Balance (in shares) at Dec. 31, 2011 | 30,812,023 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock (in shares) | 161,944 | |||||
Vesting of restricted stock | -153 | 0 | -153 | |||
Tax deficit of share-based compensation | -314 | -314 | ||||
Equity compensation | 2,594 | 2,594 | ||||
Stock repurchase and retirement (in shares) | -71,653 | -71,653 | ||||
Stock repurchase and retirement | -374 | 0 | -374 | |||
Foreign currency translation adjustment, net of deferred taxes | 268 | 268 | ||||
Net change in fair value of marketable securities | 23 | 23 | ||||
Reclassification of currency translation adjustments related to sale of clinical trial services business (See Note 2 - Summary of Significant Accounting Policies) | 0 | |||||
Net (loss) income | -42,221 | -42,221 | 0 | |||
Ending Balance at Dec. 31, 2012 | 209,123 | 3 | 244,924 | -3,082 | -32,722 | 0 |
Ending Balance (in shares) at Dec. 31, 2012 | 30,902,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 2,362 | |||||
Vesting of restricted stock (in shares) | 180,613 | |||||
Vesting of restricted stock | -300 | -300 | ||||
Tax deficit of share-based compensation | -399 | -399 | ||||
Equity compensation | 2,100 | 2,100 | ||||
Foreign currency translation adjustment, net of deferred taxes | -224 | -224 | ||||
Reclassification of currency translation adjustments related to sale of clinical trial services business (See Note 2 - Summary of Significant Accounting Policies) | 2,336 | 2,336 | ||||
Net (loss) income | -51,969 | -51,969 | 0 | |||
Ending Balance at Dec. 31, 2013 | 160,667 | 3 | 246,325 | -970 | -84,691 | 0 |
Ending Balance (in shares) at Dec. 31, 2013 | 31,085,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 228,500 | 66,119 | ||||
Vesting of restricted stock (in shares) | 141,188 | |||||
Vesting of restricted stock | -245 | -245 | ||||
Equity compensation | 1,387 | 1,387 | ||||
Foreign currency translation adjustment, net of deferred taxes | -148 | -148 | ||||
Reclassification of currency translation adjustments related to sale of clinical trial services business (See Note 2 - Summary of Significant Accounting Policies) | 0 | |||||
Acquisition of InteliStaf of Oklahoma, LLC | 324 | 324 | ||||
Distribution to noncontrolling shareholder | -119 | -119 | ||||
Net (loss) income | -31,534 | -31,783 | 249 | |||
Ending Balance at Dec. 31, 2014 | $130,332 | $3 | $247,467 | ($1,118) | ($116,474) | $454 |
Ending Balance (in shares) at Dec. 31, 2014 | 31,292,000 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating activities | |||
Net (loss) income | ($31,534) | ($51,969) | ($42,221) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Bad debt expense | 1,016 | 1,083 | 871 |
Depreciation | 3,866 | 3,886 | 5,566 |
Amortization | 3,575 | 2,294 | 3,382 |
Amortization of debt discount and debt issuance costs | 1,064 | 233 | 606 |
Impairment charges | 10,000 | 6,400 | 54,132 |
Loss on early extinguishment and modification of debt | 0 | 1,419 | 82 |
Deferred income tax (benefit) expense | -857 | 45,900 | -18,520 |
Change in fair value of convertible note derivatives liability | 16,671 | 0 | 0 |
Equity compensation | 1,387 | 2,100 | 2,594 |
Gain on sale of clinical trial services business | 0 | -3,969 | 0 |
Other noncash costs | 114 | 12 | 822 |
Changes in operating assets and liabilities: | |||
Accounts receivable | -16,119 | 2,036 | -4,256 |
Prepaid expenses and other assets | 1,371 | -1,848 | -444 |
Income taxes | 58 | -138 | 1,748 |
Accounts payable and accrued expenses | 5,654 | -320 | 4,128 |
Other liabilities | -338 | 1,540 | 1,656 |
Net cash (used in) provided by operating activities | -4,072 | 8,659 | 10,146 |
Cash flows from investing activities | |||
Proceeds from sale of business segment, net of cash sold and transaction costs | 3,750 | 45,655 | 0 |
Acquisition of assets of Medical Staffing Network, net of cash acquired | -44,631 | 0 | 0 |
Acquisition of assets of On Assignment, Inc. | 0 | -28,700 | 0 |
Purchases of property and equipment | -4,571 | -1,750 | -2,219 |
Liquidation of foreign cash investments | 0 | 0 | 2,652 |
Other investing activities | 0 | 0 | -258 |
Net cash (used in) provided by investing activities | -45,452 | 15,205 | 175 |
Cash flows from financing activities | |||
Debt issuance costs | 1,093 | 506 | 1,377 |
Repurchase of stock for tax withholdings | -245 | -300 | -153 |
Stock repurchase and retirement | 0 | 0 | -374 |
Cash payment to noncontrolling shareholder | -119 | 0 | 0 |
Proceeds from borrowing on Second Lien Term Loan | 28,875 | 0 | 25,000 |
Principal payments on term loan | 0 | -23,125 | -43,326 |
Proceeds from borrowing on Convertible Notes | 24,063 | 0 | 0 |
Borrowings under revolving credit facility | 0 | 0 | 26,900 |
Repayments on revolving credit facility | 0 | -10,000 | -16,900 |
Borrowings under Senior Secured Asset-Based revolving credit facility | 61,205 | 63,444 | 0 |
Repayments on Senior Secured Asset-Based revolving credit facility | -66,105 | -55,044 | 0 |
Repayments of capital lease obligations and note payable | -122 | -530 | -353 |
Net cash provided by (used in) financing activities | 46,459 | -26,061 | -10,583 |
Effect of exchange rate changes on cash | 5 | -211 | 77 |
Net decrease in cash and cash equivalents | -3,060 | -2,408 | -185 |
Cash and cash equivalents at beginning of year | 8,055 | 10,463 | 10,648 |
Cash and cash equivalents at end of year | 4,995 | 8,055 | 10,463 |
Supplemental disclosure of noncash investing and financing activities: | |||
Equipment purchased through capital lease obligations | 0 | 0 | 302 |
Insurance premium financing | 0 | 0 | 190 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 2,512 | 622 | 1,467 |
Income taxes paid | 1,374 | 1,164 | 1,682 |
Income tax refunds | ($61) | ($323) | ($564) |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation |
On July 29, 1999, Cross Country Staffing, Inc. (CCS), a Delaware corporation, was established through an acquisition of certain assets and liabilities of Cross Country Staffing, a Delaware general partnership (the "Partnership"). The Partnership was engaged in the business of providing travel nurse and allied health staffing services to healthcare providers primarily on a contract basis. Subsequent acquisitions and dispositions were made and, as of December 31, 2014, Cross Country Healthcare, Inc. (the "Company") has become a leading provider of nurse and allied staffing services in the United States, a national provider of multi-specialty locum tenens (temporary physician staffing) services, as well as a provider of other human capital management services focused on healthcare. | |
On June 30, 2014, the Company acquired substantially all of the assets and certain liabilities of Medical Staffing Network Healthcare, LLC (MSN), which results have been substantially reported through the Company's Nurse and Allied Staffing business segment. See Note 3 - Acquisitions. | |
During the first quarter of 2013, the Company completed the sale of its clinical trial services business segment as a result of an extensive review of its business and the changing competitive landscape in the pharmaceutical outsourcing industry. As of December 31, 2012, this segment was classified as a disposal group held for sale, and the results of its operations have been classified as discontinued operations for all periods presented. See Note 4 - Discontinued Operations. In the fourth quarter of 2013, the Company acquired the operating assets of On Assignment, Inc.’s Allied Healthcare Staffing division, which results have been included with the Company's Nurse and Allied Staffing business segment. See Note 3 - Acquisitions. | |
The consolidated financial statements include the accounts of the Company and its wholly-owned direct and indirect subsidiaries. The consolidated financial statements include all assets, liabilities, revenue, and expenses of InteliStaf of Oklahoma, LLC, which is controlled by the Company but not wholly owned. The Company records the ownership interest of the noncontrolling shareholder as noncontrolling interest in subsidiary. See Note 3 - Acquisitions for further information. All material intercompany transactions and balances have been eliminated in consolidation. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | |
Use of Estimates | ||
The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts in the 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, share-based compensation, accruals for health, workers’ compensation and professional liability claims, valuation of deferred tax assets and the purchase price allocation, derivative liability, legal contingencies, future contingent considerations, income taxes, and sales and other non-income tax liabilities. Accrued insurance 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. | ||
Cash and Cash Equivalents | ||
The Company considers all investments with original maturities of three months or less to be cash and cash equivalents. The Company invests its excess cash in highly rated overnight funds and other highly rated liquid accounts. The Company is 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 does not currently anticipate nonperformance by any of its significant counterparties. | ||
Interest income on cash and cash equivalents is included in other (income) expense, net, on the Company’s consolidated statements of operations. | ||
Accounts Receivable, Allowance for Doubtful Accounts, and Concentration of Credit Risk | ||
Accounts receivable potentially subject the Company to concentrations of credit risk. The Company’s customers are primarily healthcare providers, and accounts receivable represent amounts due from them. The Company generally does not require collateral and mitigates its credit risk by performing credit evaluations and monitoring at-risk accounts. The allowance for | ||
2. Summary of Significant Accounting Policies (continued) | ||
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 the customer. The Company’s contract terms typically require payment between 15 to 60 days from the date services are provided and are considered past due based on the particular negotiated contract terms. The majority of the Company's business activity is with hospitals located throughout the United States. No single customer accounted for more than 10% of the Company’s accounts receivable balance as of December 31, 2014 and 2013, or revenue for the years ended December 31, 2014, 2013 and 2012. | ||
Prepaid Rent and Deposits | ||
The Company leases apartments for eligible field employees under short-term agreements (typically three to six months), which generally coincide with each employee’s staffing contract. Costs relating to these leases are included in direct operating expenses on the accompanying consolidated statements of operations. As a condition of these agreements, the Company may place security deposits on the leased apartments. Deposits on field employees’ apartments related to these short-term agreements are included in other current assets on the accompanying consolidated balance sheets. | ||
Property and Equipment | ||
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is determined on a straight-line basis over the estimated useful lives of the assets, which generally range from three to seven years. Leasehold improvements are depreciated over the shorter of their estimated useful life or the term of the individual lease. Depreciation related to assets recorded under capital lease obligations is included in depreciation expense on the consolidated statements of operations and calculated using the straight-line method over the term of the related capital lease. | ||
Certain software development costs have been capitalized in accordance with the provisions of the Intangibles-Goodwill and Other/Internal-Use Software Topic of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Such costs include charges for consulting services and costs for personnel associated with programming, coding, and testing such software. Amortization of capitalized software costs begins when the software is ready for use and is included in depreciation expense in the accompanying consolidated statements of operations. Software development costs are being amortized using the straight-line method over three to five years. | ||
Business Combinations | ||
In accordance with ASC 805, Topic 805-Business Combinations, assets acquired and liabilities assumed are recorded at their fair values on the date of a business combination. Our consolidated financial statements and results of operations reflect an acquired business from the completion date of an acquisition. | ||
Goodwill, Trade Names, and Other Identifiable Intangible Assets | ||
Goodwill represents the excess of purchase price and related costs over the fair value assigned to the net tangible and identifiable intangible assets of businesses acquired. Other identifiable intangible assets with definite lives are being amortized using the straight-line method over their estimated useful lives which range from 5 to 16 years. Goodwill and certain intangible assets with indefinite lives are not amortized. Instead, in accordance with the Intangibles-Goodwill and Other Topic of the FASB ASC, these assets are reviewed for impairment annually at the beginning of the fourth quarter, and whenever circumstances occur indicating potential impairment, with any related losses recognized in earnings and included in the caption impairment charges on the consolidated statement of operations. | ||
Historically, the Company completed the annual goodwill impairment test as of December 31 of each fiscal year. During the quarter ended September 30, 2014, the Company voluntarily changed the date of its goodwill and other indefinite-lived intangible assets impairment testing from December 31 to the first day of its fourth quarter. This voluntary change is preferable under the circumstances as it provides the Company with additional time to complete its annual goodwill and indefinite-lived intangible asset impairment testing in advance of its year-end reporting. The voluntary change in accounting principle related to the annual testing date will not delay, accelerate, or avoid an impairment charge. This change is not applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively. | ||
2. Summary of Significant Accounting Policies (continued) | ||
If, after assessing the totality of events and circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, the quantitative impairment test is unnecessary. The performance of the quantitative impairment test involves a two-step process. The first step in its annual impairment assessment requires the Company to determine the fair value of each of its reporting units and compare it to the reporting unit’s carrying amount. The Company determines its reporting units by identifying components of its operating segments that constitute a business for which discrete financial information is available and management regularly reviews the operating results of that component. The Company has four reporting units that it reviews for impairment: 1) Nurse and Allied Staffing, 2) Physician Staffing, 3) Retained Search, and 4) Education and Training. | ||
In its impairment analysis, the Company determines the fair value of its reporting units based on a combination of inputs including Level 3 inputs such as discounted cash flows which are not observable from the market, directly or indirectly, as well as inputs such as pricing multiples from publicly traded guideline companies and the market capitalization of the Company, including an estimated premium an investor would pay for a controlling interest. If the reporting unit’s carrying value exceeds its fair value, the Company then determines the amount of the impairment charge, if any. The Company recognizes an impairment charge if the carrying value of the reporting unit’s goodwill exceeds its implied fair value. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. However, fair values that could be realized in an actual transaction may differ from those used to evaluate the potential impairment of goodwill. | ||
Long-lived assets and identifiable intangible assets with definite lives are evaluated for impairment in accordance with the Property, Plant, and Equipment Topic of the FASB ASC. In accordance with this Topic, long-lived assets and definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. | ||
Recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset group to the future undiscounted net cash flow that is expected to be generated by those assets. If such assets are considered to be impaired, the impairment charge recognized is the amount by which the carrying amounts of the assets exceeds the fair value of the assets. See Note 5 – Goodwill, Trade Names, and Other Identifiable Intangible Assets for further information. | ||
Debt Discount and Debt Issuance Costs | ||
Stated discounts on proceeds, and other fees reimbursed to lender, as well as the initial value of any embedded derivative features of the Convertible Notes and Term Loans, as defined in Note 8 - Long-Term Debt, are treated as a discount associated with the respective debt instrument and presented in the balance sheet as an offset to the carrying amount of the debt. Discounts are amortized to interest expense using the effective interest rate method, or a method that approximates the effective interest rate method, over the expected life of the debt. | ||
Deferred costs related to the issuance of Convertible Notes and Term Loans, as defined in Note 8 - Long-Term Debt, are capitalized and amortized using the effective interest method. Deferred costs related to the issuance of the Company’s Senior Secured Asset-based Loan, as defined in Note 8 – Long-Term Debt, have been capitalized and amortized using the straight line method, over the term of the related credit agreement. | ||
Derivative Financial Instruments | ||
The Company evaluates embedded conversion features within convertible debt under FASB ASC 815, Derivatives and Hedging, to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded within other expenses (income) on our consolidated statements of operations. The Company uses a trinomial lattice model to estimate the fair value of embedded conversion and redemption features in its convertible debt at the end of each applicable reporting period. Changes in the fair value of these derivatives during each reporting period are reported in the consolidated statement of operations. The fair value at inception has been recorded as debt discount and is being amortized to interest expense over the term of the note using the effective interest method or another method that approximates the effective interest method. | ||
2. Summary of Significant Accounting Policies (continued) | ||
Sales and Other State Non-income Tax Liabilities | ||
The Company accrues sales and other state 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. | ||
Reserves for Claims | ||
The Company provides workers’ compensation insurance coverage, professional liability coverage, and health care benefits for eligible employees. The Company records its estimate of the ultimate cost of, and reserves for workers' compensation and professional liability benefits based on actuarial models prepared or reviewed by an independent actuary using the Company’s loss history as well as industry statistics. The health care insurance accrual is for estimated claims that have occurred but have not been reported and is based on the Company’s historical claim submission patterns. Furthermore, in determining its reserves, the Company includes reserves for estimated claims incurred but not reported as well as unfavorable claims development (IBNR). | ||
The Other Expenses/Insurance Costs Topic of FASB ASC 720, previously issued authoritative accounting guidance in the area of insurance contracts and related activity thereto. ASC 720 concluded that, under circumstances such as in the Company’s insured professional liability and workers' compensation policies, since a right of legal offset does not exist due to the fact that there are three parties to an incurred claim, the insured, the insurer, and the claimant, the related liability to the claimant should be classified separately on a gross basis with a separate related receivable from the insurer recognized as being due from insurance carriers. Accordingly, the Company’s consolidated balance sheets as of December 31, 2014 and 2013 reflect the related short-term liabilities in accrued compensation and benefits and the related long-term liabilities as long-term accrued claims, and the short-term receivable portion as insurance recovery receivable and the long-term portion as non-current insurance recovery receivable. See Note 7 – Balance Sheet Details. The ultimate cost of workers’ compensation, professional liability, and health insurance claims will depend on actual amounts incurred to settle those claims and may differ from the amounts reserved by the Company for those claims. | ||
Workers’ compensation benefits are provided under a partially self-insured plan. The Company has letters of credit to guarantee payments of claims. At December 31, 2014 and 2013, respectively, the Company had outstanding approximately $21.5 million and $6.4 million standby letters of credit as collateral to secure the self-insured portion of this plan. | ||
The Company has occurrence-based primary professional liability policies that provide each working professional in its nurse and allied healthcare business with coverage. In addition, the Company has an occurrence-based professional liability policy for its independent contractor physicians and advance practitioners which is insured by a wholly-owned subsidiary (the "Captive"). Under the terms of the Captive’s reinsurance policy there is a requirement to guarantee the payment of claims to its insured party’s primary medical malpractice insurance carrier via a letter of credit. As of December 31, 2014 and 2013, the value of the letter of credit was $5.0 million. | ||
Subject to certain limitations, the Company also has umbrella liability coverage for its working nurses and allied healthcare professionals. While this umbrella coverage does not extend to professional liability claims against its independent contractor physicians and advance practitioners, it does cover claims brought against all of the Company’s subsidiaries for non-patient general liability. | ||
Revenue Recognition | ||
The Company recognizes revenue when it is earned and when all of the following criteria are met: persuasive evidence of the arrangement exists; delivery has occurred or the service has been provided and the Company has no remaining obligations; the fee is fixed or determinable; and collectability is reasonably assured. The Company includes reimbursed expenses in revenues, | ||
and the associated amounts of reimbursable expenses in cost of services. | ||
2. Summary of Significant Accounting Policies (continued) | ||
Temporary Staffing Revenue | ||
Revenue from services consists primarily of temporary staffing revenue. Revenues from temporary staffing, net of sales adjustments and discounts, are recognized when earned, based on hours worked by the Company’s healthcare professionals. Accordingly, accounts receivable includes estimated revenue for employees’ and independent contractors’ time worked but not yet invoiced. At December 31, 2014 and 2013, such estimated accrued revenue is approximately $21.9 million and $11.0 million, respectively. | ||
Permanent Placement | ||
Revenue on permanent placements is recognized when services provided are substantially completed. The Company does not, in the ordinary course of business, provide refunds. If a candidate leaves a permanent placement within a relatively short period of time, it is customary for the Company to provide a replacement at no additional cost. | ||
Gross Versus Net Policies | ||
The Company records revenue on a gross basis as a principal or on a net basis as an agent depending on the arrangement, as follows: | ||
Managed Service Programs Arrangements | ||
The Company has entered into certain contracts with acute care facilities to provide comprehensive managed service programs (MSP) services. Under these contract arrangements, the Company uses its healthcare professionals along with those of third-party subcontractors to fulfill customer orders. If its healthcare professional is used, revenue is recorded on a gross basis. If a subcontractor is used, the customer is invoiced for their services and, a subcontractor liability is recorded in accrued expenses, but only the resulting administrative fee is recognized as revenue. The subcontractor is paid after the Company has received payment from the acute care facility. The Company determined that it acts as an agent in these arrangements based on the following factors: | ||
• | The subcontractor is the primary obligor in the arrangement and is responsible for fulfillment. | |
• | The amount the Company earns is fixed, typically a stated percentage of the amount billed to the customer. | |
• | The subcontractor bears the credit risk, not the Company. | |
Physician Staffing | ||
In the Company’s Physician Staffing business, revenue is recorded on a gross basis as a principal versus on a net basis as an agent in the consolidated statement of operations. The Company has determined that gross reporting as a principal is the appropriate accounting treatment based upon the following factors: | ||
• | The Company maintains the direct contractual relationship with the customer. | |
• | The Company performs part of the service by credentialing all of the providers and providing them with professional liability insurance. | |
• | The Company establishes the price for its services. | |
• | The Company bears the risk and rewards of the transaction including credit risk if the customer fails to pay for services performed. | |
Education and Training | ||
Revenue from the Company’s Education and Training services is recognized as the independent contractor-led seminars are performed. In the Company’s Education and Training business, revenue is recorded in the consolidated statement of operations on a gross basis as a principal versus on a net basis as an agent. The Company has determined that gross reporting as a principal is the appropriate accounting treatment based upon the following factors: | ||
• | The Company bears the risk and rewards of the transaction including credit risk if the customer fails to pay for services performed. | |
2. Summary of Significant Accounting Policies (continued) | ||
• | The Company performs part of the service by being involved with the program development and handling accreditation of the courses. | |
• | The Company establishes the price for its service. | |
Deferred Revenue | ||
Amounts collected in advance of the services being substantially complete are recorded as deferred revenue in other current liabilities on the consolidated balance sheets. At December 31, 2014 and 2013, the Company had $1.2 million and $1.3 million, respectively, recorded as deferred revenue included in other current liabilities on the accompanying consolidated balance sheets. | ||
Share-Based Compensation | ||
The Company has, from time to time, granted stock options, stock appreciation rights, performance-based share awards, and restricted stock for a fixed number of common shares to employees. In accordance with the Compensation-Stock-Compensation Topic of the FASB ASC, companies may choose from alternative valuation models. The Company uses the Black-Scholes method of valuing its options and stock appreciation rights. The Company has elected to recognize compensation expense on a straight-line basis over the requisite service period of the entire award. The Company values its restricted stock awards and the fair value of its performance-based share awards by reference to the Company’s stock price on the date of grant. | ||
The Company granted performance-based share awards to certain key personnel pursuant to its 2014 Omnibus Incentive Plan as described in Note 14- Stockholders' Equity. Pursuant to the Plan, the number of target shares that will vest are determined based on the level of attainment of the targets. If the minimum level of performance is attained, and restricted stock issued, they will vest on December 31, 2016. The Company recognizes performance-based restricted stock as compensation expense based on the most likely probability of attaining the prescribed performance and over the requisite service period beginning at its grant date and through the date the restricted stock vests. | ||
The Company uses historical data of options with similar characteristics to estimate pre-vesting option forfeitures, as it believes that historical behavior patterns are the best indicators of future behavior patterns. Compensation expense related to share-based payments is included in selling, general and administrative expenses in the consolidated statements of operations and totaled $1.4 million; $2.1 million and $2.6 million, during the years ended December 31, 2014, 2013 and 2012, respectively. Because the Company has a full valuation allowance on its deferred tax assets, the granting and exercise of share-based payments during the years ended December 31, 2014 and 2013 had no impact on the income tax provision. For the year ended December 31, 2012, related deferred tax benefits of approximately $1.0 million were recorded. See Note 14 – Stockholders’ Equity for further information about the Company’s current share-based compensation programs. | ||
Advertising | ||
The Company’s advertising expense consists primarily of direct mail marketing, online advertising, print media, and promotional material. Advertising costs are expensed as incurred and were approximately $4.1 million for the year ended December 31, 2014 and $3.2 million for the years ended December 31, 2013 and 2012. Direct response advertising costs associated with the Company’s education and training services are capitalized when the Company determines that there is a reasonable expectation that the cost of the incurred advertising will be recovered from the gross profit generated by the advertised event and expensed when the related event takes place. At December 31, 2014 and 2013, approximately $1.0 million and $1.3 million, respectively, of these costs are included in prepaid expenses on the consolidated balance sheets. | ||
Restructuring Costs | ||
Restructuring costs included in the consolidated statements of operations are primarily related to senior management employee severance pay. | ||
Acquisition and Integration Costs | ||
During the years ended December 31, 2014 and 2013, the Company incurred acquisition and integration related costs of $8.0 million and $0.5 million, respectively. Acquisition costs totaled $2.2 million and $0.5 million for the periods ending December 31, 2014 and 2013, respectively, and included transaction advisory fees, as well as other costs directly attributable to the | ||
2. Summary of Significant Accounting Policies (continued) | ||
transaction. Integration costs for the year ended December 31, 2014 included $1.6 million for ongoing post-employment benefits and $1.1 million for exit costs associated with redundant facilities. As of December 31, 2014, the Company had accrued integration liabilities of $1.9 million, which included $0.9 million for exit costs and $0.8 million for ongoing post-employment benefits. There were no similar amounts accrued as of December 31, 2013. | ||
Operating Leases | ||
The Company accounts for all operating leases on a straight-line basis over the term of the lease. In accordance with the provisions of the Leases Topic of the FASB ASC, any incentives or rent escalations are also recognized on a straight-line basis over the term of the lease. | ||
Income Taxes | ||
The Company accounts for income taxes under the Income Taxes Topic of the FASB ASC. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. | ||
The Company recognizes in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. See Note 13 - Income Taxes for further information. | ||
The Company records valuation allowances to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The assessment of whether or not a valuation allowance is required often requires significant judgment, including the long-range forecast of future taxable income and the evaluation of tax planning initiatives. Adjustments to the deferred tax valuation allowances are made to earnings in the period when such assessments are made. Due to the historical losses from the Company's operations, it has recorded a full valuation allowance on its deferred tax assets. | ||
Comprehensive Loss | ||
Total comprehensive loss includes net income or loss, foreign currency translation adjustments, reclassification of foreign currency adjustments, write-down of marketable securities, 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 subsidiaries use their respective local currency as their functional currency. In accordance with the Foreign Currency Matters Topic of the FASB ASC, assets and liabilities of these operations are translated at the exchange rates in effect on the balance sheet date. Income statement items are translated at the average exchange rates for the period. The cumulative impact of currency fluctuations related to the balance sheet translation is included in accumulated other comprehensive loss in the accompanying consolidated balance sheets and was approximately $1.1 million at December 31, 2014 and 2013. | ||
The Company adopted FASB issued ASU 2013-2, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-2) for its consolidated financial statements in the first quarter of 2013. 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. | ||
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. | ||
2. Summary of Significant Accounting Policies (continued) | ||
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). 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 consolidated statements of operations. | ||
During the periods ended December 31, 2014 and 2013, $0.2 million of income tax expense and $0.2 million of income tax benefit, respectively, related to foreign currency translation adjustments were included on the Company's consolidated statements of comprehensive loss. During December 31, 2012 an immaterial amount of income tax expense related to the Company's marketable securities was included on the Company's consolidated statements of comprehensive loss. | ||
Fair Value Measurements | ||
The Company complies with the provisions of the Fair Value Measurements and Disclosures Topic of the FASB ASC, which defines fair value, establishes a framework for measuring fair value under U.S. generally accepted accounting principles and expands disclosures about fair value measurements. As of December 31, 2014 and 2013, the Company’s financial assets and liabilities required to be measured on a recurring basis were its indemnity escrow receivable, its deferred compensation liability, its convertible notes derivative liability and its contingent consideration receivable. See Note 10 – Fair Value Measurements for relevant disclosures. | ||
Recent Accounting Pronouncements | ||
In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity to reduce diversity in practice for reporting discontinued operations. Under the previous guidance, any component of an entity that was a reportable segment, an operating segment, a reporting unit, a subsidiary, or an asset group was eligible for discontinued operations presentation. The revised guidance only allows disposals of components of an entity that represent a strategic shift (e.g., disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity) and that have a major effect on a reporting entity’s operations and financial results to be reported as discontinued operations. The revised guidance also requires expanded disclosure in the financial statements for discontinued operations as well as for disposals of significant components of an entity that do not qualify for discontinued operations presentation. The updated guidance is effective for periods beginning after December 15, 2014. The Company had operations that were reported as discontinued operations for the years ended December 31, 2013 and 2012. The Company did not adopt this guidance. | ||
In May 2014, the FASB and the International Accounting Standards Board (IASB) jointly issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606), which clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP and International Financial Reporting Standards (IFRS). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The ASU is effective for public entities for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted under GAAP and retrospective application is permitted, but not required. The Company is currently evaluating the impact of adopting this guidance on its financial position and results of operations. |
Acquisitions
Acquisitions | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Business Combinations [Abstract] | ||||||||
Acquisitions | Acquisitions | |||||||
Medical Staffing Network | ||||||||
On June 30, 2014, the Company acquired substantially all of the assets and certain liabilities of MSN for an aggregate purchase price of $48.1 million, subject to certain post-closing net working capital adjustments. The Company paid $44.6 million, net of cash acquired, of which $1.0 million was funded to an escrow account for the net working capital adjustment. An additional $2.5 million was deferred and is due to the seller in 21 months, less any COBRA expenses incurred by the Company on behalf of former MSN employees over that period. During the fourth quarter of 2014, the Company received $0.2 million from the escrow account to finalize the net working capital adjustment and the remaining balance in the escrow account was released to the seller. | ||||||||
The Company financed the purchase price using $55.0 million in new subordinated debt consisting of a $30.0 million, 5-year term loan and $25.0 million of convertible notes having a 6-year maturity and a conversion price of $7.10. The Company also amended its loan agreement with Bank of America. N.A. to increase its borrowing capacity under its senior secured asset-based revolving credit facility from $65.0 million to $85.0 million. See Note 8 - Long-Term Debt for further information. | ||||||||
At the time of the acquisition, MSN had 55 locations throughout the U.S. that provide per diem, local, contract, travel, and permanent hire staffing services. This acquisition increases the Company's branch network and market share, diversifies its customer base and brings new service lines. Management believes it positions the Company to serve its customers better and to increase earnings growth through improved fill rates, expansion of its managed service programs and per diem activities, and the recognition of cost synergies. | ||||||||
The acquisition has been accounted for in accordance with FASB ASC 805, Business Combinations, using the acquisition method of accounting. The results of the acquisition's operations have been included in the consolidated statements of operations from July 1, 2014. The acquisition results have been substantially reported through the Company's Nurse and Allied Staffing business segment. As such, the associated goodwill related to the acquisition of MSN has been fully allocated to Nurse and Allied Staffing. | ||||||||
The following table is an estimate of the fair value of the assets acquired and liabilities assumed. | ||||||||
(amounts in thousands) | ||||||||
Cash acquired | $ | 989 | ||||||
Accounts receivable, net | 37,275 | |||||||
Other current assets | 3,378 | |||||||
Property and equipment | 5,329 | |||||||
Goodwill | 13,381 | |||||||
Other intangible assets | 17,100 | |||||||
Other assets | 2,325 | |||||||
Total assets acquired | 79,777 | |||||||
Accounts payable | 6,736 | |||||||
Accrued employee compensation and benefits | 14,731 | |||||||
Other liabilities | 9,867 | |||||||
Total liabilities assumed | 31,334 | |||||||
Noncontrolling interest | 324 | |||||||
Net assets acquired | $ | 48,119 | ||||||
3. Acquisitions (continued) | ||||||||
The Company used a third-party appraiser to determine the fair value and estimated useful lives of certain acquired assets and liabilities. The gross contractual accounts receivable of the business were $38.1 million and were recorded net of the Company's best estimate of receivables not expected to be collected of $0.8 million. | ||||||||
The self-insurance accruals and liabilities for workers' compensation and professional liability were based on third-party appraisals. The Company provides workers’ compensation insurance coverage and professional liability coverage for our eligible temporary healthcare professionals. As part of the MSN acquisition, the Company assumed MSN’s workers' compensation and professional liability claims (both known claims and those incurred but not reported or IBNR). The MSN workers’ compensation benefits are provided under a partially self-insured plan. The workers' compensation insurer requires that the Company provide a letter of credit to guarantee payments of those workers' compensation claims. The Company also purchased an aggregate stop loss policy that attaches at $2.3 million for known MSN professional liability claims with a policy limit of $5.0 million. At the date of acquisition. the estimated fair value of the related liability was $5.6 million and the estimated recovery receivable was $0.4 million. For IBNR professional liability claims of MSN, the Company purchased a primary policy that provides each temporary healthcare professional with coverage of $1.0 million per occurrence and $5.0 million in the aggregate. This policy does not have a deductible. The Company also purchased an excess layer of insurance for MSN IBNR professional liability claims having limits of $1.0 million per occurrence and $6.0 million in the aggregate. | ||||||||
Based on a final independent third-party appraisal, the Company assigned the following values to other identifiable intangible assets: $5.9 million to trade names with an indefinite life, $4.7 million to customer relations with a weighted average estimated useful life of 13 years, and $6.5 million to a database with an estimated useful life of 10 years, for a total of $11.2 million in definite life intangible assets with a weighted average estimated useful life of 11 years. The Company also assigned an estimated fair value of $0.3 million to the noncontrolling interest in InteliStaf of Oklahoma, LLC, a joint venture between MSN and a third party. The fair value assessment was determined based on a combination of the discounted cash flow method, the guideline public company method, and the merger and acquisition method, utilized at 80%, 10%, and 10%, respectively, discounted to reflect that the interest is noncontrolling, and that there is no ready public market for the interest. | ||||||||
The remaining excess purchase price over the fair value of net assets acquired of $13.4 million was recorded as goodwill, which is expected to be deductible for tax purposes. Additional acquisition and integration-related costs of approximately $7.3 million were incurred and are reflected as acquisition and integration costs on the Company's consolidated statement of operations for the year ended December 31, 2014. | ||||||||
Allied Healthcare Staffing | ||||||||
In December 2013, the Company acquired the operating assets of On Assignment, Inc.’s Allied Healthcare Staffing division for an aggregate purchase price of $28.7 million, subject to certain post-closing adjustments. Excluded from the transaction were the accounts receivable, accounts payable and accrued compensation of the business being acquired. The Company used $24.7 million in cash on hand and $4.5 million from borrowings under its current revolver facility with Bank of America, N.A. to pay the purchase price and approximately $0.5 million in transaction costs. | ||||||||
The Company believes the acquisition complements its current Nurse and Allied Staffing business segment by: (1) adding new skillsets to its traditional staffing offerings, (2) expanding its local branch network, which will allow it to expand its local market presence and its MSP business, and (3) diversifying its customer base into the local ambulatory care and smaller local healthcare facilities, which the Company believes will provide more balance between its large volume based customers and its local retail market. At the time of the acquisition, the acquired allied staffing business had 84 branch-based employees and made placements in more than 125 specialties from 23 branch offices. | ||||||||
The acquisition has been accounted for in accordance with FASB ASC Topic 805-Business Combination, using the acquisition method of accounting. The results of the acquisition's operations have been included in the consolidated statements of operations since December 2, 2013, the date of the acquisition. The acquired allied staffing business has been included with the Company's Nurse and Allied Staffing business segment. | ||||||||
3. Acquisitions (continued) | ||||||||
The following table summarizes the fair value of the assets acquired and liabilities assumed. The Company used a third-party appraiser to determine the fair value and estimated useful lives of acquired assets and liabilities assumed. | ||||||||
(amounts in thousands) | ||||||||
Other current assets | $ | 62 | ||||||
Property and equipment | 161 | |||||||
Goodwill | 14,554 | |||||||
Other intangible assets | 14,000 | |||||||
Other assets | 52 | |||||||
Total assets acquired | 28,829 | |||||||
Accrued employee compensation and benefits | 112 | |||||||
Total liabilities assumed | 112 | |||||||
Net assets acquired | $ | 28,717 | ||||||
Based on the final independent third-party appraisal, the Company assigned the following values to other identifiable intangible assets: $10.4 million to customer relations with an estimated useful life of 16 years, $3.4 million to database with an estimated useful life of 10 years, and $0.2 million to non-compete agreements with a useful life of 5 years, in a total $14.0 million in definite life intangible assets with a weighted average estimated useful life of 14 years. The remaining excess of purchase price over the fair value of net assets acquired $14.6 million and was recorded as goodwill, which is expected to be deductible for tax purposes. Additional acquisition and integration-related costs of approximately $0.7 million and $0.5 million were incurred and are reflected as acquisition and integration costs on the Company's consolidated statement of operations for the years ended December 31, 2014 and 2013, respectively. | ||||||||
Results of Recent Acquisitions | ||||||||
The Company is integrating the acquired businesses into its current operations, including the consolidation of branch and corporate offices and therefore, it is impracticable to separate their results from their respective dates of acquisition. The following unaudited pro forma financial information approximates the consolidated results of operations of the Company as if the MSN and allied staffing business acquisitions had occurred as of January 1, 2013, after giving effect to certain adjustments, including additional interest expense on the amount the Company borrowed on the date of the transaction, the amortization of acquired intangible assets, and the elimination of certain expenses that will not be recurring in post-acquisition periods, net of an estimated income tax impact. These adjustments include removing transaction-related expenses of approximately $6.2 million for the year ended December 31, 2014, related to the MSN acquisition. These results are not necessarily indicative of future results as they do not include incremental investments in support functions, elimination of costs for integration or operating synergies, estimates of the changes in the fair value of the embedded derivative in our Convertible Notes or an estimate of any impact on interest expense resulting from the operating cash flow of the acquired business, among other adjustments that could be made in the future but are not factually supportable on the date of the transaction. | ||||||||
3. Acquisitions (continued) | ||||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
(unaudited, amounts in thousands except per share data) | ||||||||
Revenue from services | $ | 739,895 | $ | 705,477 | ||||
Net loss attributable to common shareholders | $ | (29,797 | ) | $ | (66,232 | ) | ||
Net loss per common share attributable to common shareholders - basic | $ | (0.96 | ) | $ | (2.14 | ) | ||
Net loss per common share attributable to common shareholders - diluted | $ | (0.96 | ) | $ | (2.14 | ) | ||
MDA Holdings, Inc. | ||||||||
In September 2008, the Company completed the acquisition of substantially all of the assets of privately-held MDA Holdings, Inc. and its subsidiaries and all of the outstanding stock of a subsidiary of MDA Holdings, Inc. (collectively, MDA). Part of the cash paid at closing was held in escrow to cover any post-closing liabilities (Indemnification Escrow). As of December 31, 2014 and 2013, the Indemnification Escrow balance was $3.6 million. The escrow will be released upon full satisfaction of certain tax matters and the resolution of indemnity claims. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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. | |||||||||
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 (Buyer) for an aggregate $52.0 million in cash, subject to certain adjustments. At closing, the total amount paid was reduced by approximately $0.1 million for the amount the Targeted Net Working Capital exceeded the Estimated Net Working Capital. During the fourth quarter of 2013, the Company paid an additional $0.2 million to the Buyer to finalize the Net Working Capital adjustment, pursuant to the assets purchase agreement. | |||||||||
The agreement included a provision for an earn-out of up to $3.8 million related to certain performance-based milestones. The maximum earn-out amount of $3.8 million was deposited in escrow by Buyer as security for the earn-out payment, if any. The $3.8 million earn-out related to certain performance-based milestones was treated as contingent consideration and the Company assigned no fair value to this earn-out as of December 31, 2013 based on the information available to the Company. See Note 10 - Fair Value Measurements. The performance-based milestones were not earned, and as a result $1.5 million of the original escrow was released to the Buyer in the second quarter of 2013 and $2.3 million was released in July 2014. | |||||||||
Of the $52.0 million purchase price paid at closing, $3.8 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 $3.8 million indemnity escrow funds as an escrow receivable, and adjusted the amount, each reporting period, based on any known information that would be reasonable and estimable. See Note 10 - Fair Value Measurements. The total escrow amount was released to the Company in August 2014 and reported as additional proceeds from the sale in the investing activities on its consolidated statement of cash flows. | |||||||||
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. The historical financial results of operations, except for disclosures related to cash flows, have been presented as discontinued operations for the years ended December 31, 2013 and 2012. | |||||||||
4. Discontinued Operations (continued) | |||||||||
The following table presents the revenues and the components of discontinued operations, net of tax: | |||||||||
Years Ended December 31, | |||||||||
2013 | 2012 | ||||||||
(amounts in thousands) | |||||||||
Revenue | $ | 7,939 | $ | 67,627 | |||||
Income (loss) from discontinued operations before gain on sale and income taxes | 434 | (30,973 | ) | ||||||
Gain on sale of discontinued operations | 3,969 | — | |||||||
Income tax (expense) benefit | (2,122 | ) | 9,497 | ||||||
Income (loss) from discontinued operations, net of income taxes | $ | 2,281 | $ | (21,476 | ) | ||||
For the year ended December 31, 2012, the loss before income taxes is comprised of $34.0 million of goodwill impairment charges, $1.4 million of a trade name impairment charge, and results from operations of approximately $4.4 million. |
Goodwill_and_Other_Identifiabl
Goodwill and Other Identifiable Intangible Assets | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Goodwill and Other Identifiable Intangible Assets | Goodwill, Trade Names, and Other Identifiable Intangible Assets | |||||||||||||||||||||||
As of December 31, 2014 and 2013, the Company had the following acquired intangible assets: | ||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||
(amounts in thousands) | ||||||||||||||||||||||||
Intangible assets subject to amortization: | ||||||||||||||||||||||||
Databases | $ | 22,425 | $ | 12,893 | $ | 9,532 | $ | 15,925 | $ | 12,103 | $ | 3,822 | ||||||||||||
Customer relationships | 42,004 | 17,870 | 24,134 | 37,304 | 15,125 | 22,179 | ||||||||||||||||||
Non-compete agreements | 3,603 | 3,446 | 157 | 3,603 | 3,406 | 197 | ||||||||||||||||||
$ | 68,032 | $ | 34,209 | $ | 33,823 | $ | 56,832 | $ | 30,634 | $ | 26,198 | |||||||||||||
Intangible assets not subject to amortization: | ||||||||||||||||||||||||
Goodwill | $ | 90,647 | $ | 77,266 | ||||||||||||||||||||
Trade names | 38,201 | 42,301 | ||||||||||||||||||||||
$ | 128,848 | $ | 119,567 | |||||||||||||||||||||
Additions to these intangible assets are related to the MSN acquisition. See Note 3 - Acquisitions. | ||||||||||||||||||||||||
5. Goodwill, Trade Names, and Other Identifiable Intangible Assets (continued) | ||||||||||||||||||||||||
As of December 31, 2014, estimated annual amortization expense for continuing operations is as follows: | ||||||||||||||||||||||||
Years Ending December 31: | (amounts in thousands) | |||||||||||||||||||||||
2015 | $ | 3,929 | ||||||||||||||||||||||
2016 | 3,929 | |||||||||||||||||||||||
2017 | 3,885 | |||||||||||||||||||||||
2018 | 3,800 | |||||||||||||||||||||||
2019 | 3,763 | |||||||||||||||||||||||
Thereafter | 14,517 | |||||||||||||||||||||||
$ | 33,823 | |||||||||||||||||||||||
The changes in the carrying amount of goodwill by segment are as follows: | ||||||||||||||||||||||||
Nurse and | Physician | Other Human | Total | |||||||||||||||||||||
Allied Staffing | Staffing | Capital | ||||||||||||||||||||||
Segment | Segment | Management | ||||||||||||||||||||||
Services | ||||||||||||||||||||||||
Segment | ||||||||||||||||||||||||
(amounts in thousands) | ||||||||||||||||||||||||
Balances as of December 31, 2013 | ||||||||||||||||||||||||
Aggregate goodwill acquired | $ | 274,286 | $ | 43,405 | $ | 19,307 | $ | 336,998 | ||||||||||||||||
Accumulated impairment loss (a) | (259,732 | ) | — | — | (259,732 | ) | ||||||||||||||||||
Goodwill, net of impairment loss | 14,554 | 43,405 | 19,307 | 77,266 | ||||||||||||||||||||
Changes to aggregate goodwill in 2014 | ||||||||||||||||||||||||
Goodwill acquired (b) | 13,381 | — | — | 13,381 | ||||||||||||||||||||
Balances as of December 31, 2014 | ||||||||||||||||||||||||
Aggregate goodwill acquired | 287,667 | 43,405 | 19,307 | 350,379 | ||||||||||||||||||||
Accumulated impairment loss | (259,732 | ) | — | — | (259,732 | ) | ||||||||||||||||||
Goodwill, net of impairment loss | $ | 27,935 | $ | 43,405 | $ | 19,307 | $ | 90,647 | ||||||||||||||||
_______________ | ||||||||||||||||||||||||
(a) | A non-cash pretax impairment charge of approximately $241.0 million was recorded to reduce the carrying value of goodwill to its estimated fair value in the fourth quarter of 2008 for its Nurse and Allied Staffing reporting unit. The majority of the goodwill impairment was attributable to the Company’s initial capitalization in 1999, which was accounted for as an asset purchase (See Note 1 – Organization and Basis of Presentation), and subsequent Nurse and Allied Staffing acquisitions made through 2003. In addition, in the second quarter of 2012, a non-cash pretax impairment charge of approximately $18.7 million was recorded for the Company’s Nurse and Allied Staffing reporting unit. See impairment review disclosures that follow. | |||||||||||||||||||||||
(b) | Goodwill acquired from the acquisition of Medical Staffing Network. See Note 3 - Acquisitions. | |||||||||||||||||||||||
2014 annual impairment testing results | ||||||||||||||||||||||||
The Company performed its annual impairment test as of October 1, 2014. Upon completion of the impairment testing, the Company determined that the estimated fair value of its reporting units exceeded their respective carrying values. Accordingly, no goodwill impairment charges were warranted for these reporting units as of December 31, 2014. | ||||||||||||||||||||||||
Also, in conjunction with the annual impairment testing of trade names in the fourth quarter of 2014, the Company recorded a pretax non-cash impairment charge of $10.0 million related to the Physician Staffing segment. The Company reduced its long-term revenue forecast for the business segment in the fourth quarter and as a result, the calculation of estimated fair value was less than the carrying amount of the trade names, resulting in an impairment charge. The reduced long-term revenue forecast | ||||||||||||||||||||||||
5. Goodwill, Trade Names, and Other Identifiable Intangible Assets (continued) | ||||||||||||||||||||||||
was impacted by lower projected volume resulting from a delay in changing to a more scalable business model. The Company valued the trade name based on a discounted cash flow using projected cash flows of an estimated royalty fee. The royalty rate was determined by a blended rate using the Market Royalty Rate Method and the Apportionment of Profit Method and has been applied consistently since the date of acquisition. No additional impairments of indefinite-lived intangible assets were identified. | ||||||||||||||||||||||||
2013 annual impairment testing results | ||||||||||||||||||||||||
The Company performed its annual impairment test as of December 31, 2013. Upon completion of the impairment testing, the Company determined that the estimated fair value of its reporting units exceeded their respective carrying values. Accordingly, no goodwill impairment charges were warranted for these reporting units as of December 31, 2013. | ||||||||||||||||||||||||
In the fourth quarter of 2013, in conjunction with the annual testing of trade names, the Company recorded a pretax non-cash impairment charge of approximately $6.4 million of which $6.2 million related to the Physician Staffing reporting unit and $0.2 million related to the Nurse and Allied Staffing reporting unit. The Company reduced its long-term revenue forecast for these businesses in the fourth quarter and as a result, the calculation of estimated fair value was less than the carrying amount of the trade names, resulting in an impairment charge. The Company valued the trade name based on a discounted cash flow using projected cash flows of an estimated royalty fee. The royalty rate was determined by a blended rate using the Market Royalty Rate Method and the Apportionment of Profit Method and has been applied consistently since the date of acquisition. | ||||||||||||||||||||||||
The assessment was impacted by a then recent reduction in locum tenens usage and the overall physician staffing needs of the Company's customers. Based on the impact those trends had on the long-term revenue forecast, the calculation of estimated fair value using the projected revenue stream indicated the carrying amount of the trade names may not have been fully recoverable. | ||||||||||||||||||||||||
2012 annual impairment testing results | ||||||||||||||||||||||||
During the second quarter of 2012, the Company’s stock price declined further from December 31, 2011. In addition, slower than expected booking momentum and reduced contribution income in Nurse and Allied Staffing resulted in a downward revision to this segment’s forecast. Additionally, the Company was closely monitoring the performance of the Clinical Trial Services and Physician Staffing reporting units due to a small margin between the carrying amount and fair value of those respective reporting units as of the December 31, 2011 annual impairment testing and the small margin between the carrying amount and fair value of the Nurse and Allied Staffing reporting unit as of the March 31, 2012 interim impairment testing. These factors warranted impairment testing in the second quarter of 2012. | ||||||||||||||||||||||||
The discounted cash flows for each reporting unit that served as the primary basis for the income approach were based on discrete financial forecasts developed by the Company for planning purposes and consistent with those distributed within the Company and externally. A number of significant assumptions and estimates were involved in the application of the income methodology including forecasted revenue, margins, operating cash flows, discount rate, and working capital changes. Cash flows beyond the discrete forecast period of ten years were estimated using a terminal value calculation. A terminal value growth rate of 2.5% was used for each reporting unit. The income approach valuations included reporting unit cash flow discount rates, representing each of the reporting unit’s weighted average cost of capital, ranging from 11% to 18.7%. | ||||||||||||||||||||||||
The market approach generally applied pricing multiples derived from publicly-traded guideline companies that are comparable to the Company’s respective reporting units, and other specific data points, to determine their value. The Company utilized total enterprise value/revenue multiples ranging from 0.43 to 1.00, and total enterprise value/Earnings Before Interest Taxes Depreciation and Amortization (EBITDA) multiples ranging from 4.17 to 10.00. | ||||||||||||||||||||||||
The reporting units’ values based on the market approach were determined assuming a 50% weighting to revenue multiples and a 50% weighting to EBITDA multiples for its Physician Staffing, Clinical Trial Services, and Retained Search reporting units; and a 100% weighting to the EBITDA multiples for the Education and Training reporting unit. | ||||||||||||||||||||||||
The total fair value of the Company’s reporting units was reconciled to its June 30, 2012 market capitalization. The reasonableness of the resulting control premium was assessed based on a review of comparative market transactions and other qualitative factors that might have influenced the Company’s stock price. The Company’s market capitalization was also considered in assessing the reasonableness of the fair values of the reporting units. In performing the reconciliation of the Company’s market capitalization to fair value, the Company considered both quantitative and qualitative factors which | ||||||||||||||||||||||||
5. Goodwill, Trade Names, and Other Identifiable Intangible Assets (continued) | ||||||||||||||||||||||||
supported the implied control premium. The Company believes that a reasonable buyer would offer a control premium for the business that would adequately cover the difference between its market price at June 30, 2012 and its book value. | ||||||||||||||||||||||||
Upon completion of the second quarter 2012 interim impairment testing, the Company determined that the estimated fair value of the Company’s reporting units, with the exception of Nurse and Allied Staffing, exceeded their respective carrying values. As a result of the June 30, 2012 interim impairment testing, the Company determined that the fair value of the Nurse and Allied Staffing reporting unit was lower than the respective carrying value. The decrease in value was due to slower than expected booking momentum and reduced contribution income in the Company’s second quarter of 2012 which lowered the anticipated growth trend used for goodwill impairment testing. Pursuant to the second step of the interim impairment testing the Company was required to calculate an implied fair value of goodwill based on a hypothetical purchase price allocation. Based on these results, the Company wrote-off the remaining goodwill which resulted in a pretax goodwill impairment charge of approximately $18.7 million as of June 30, 2012. | ||||||||||||||||||||||||
In conjunction with the 2012 annual testing of indefinite-lived intangible assets, no additional impairments of indefinite-lived intangible assets were identified. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||
Property and Equipment | Property and Equipment | |||||||||
At December 31, 2014 and 2013, property and equipment consist of the following: | ||||||||||
December 31, | ||||||||||
Useful Lives | 2014 | 2013 | ||||||||
(amounts in thousands) | ||||||||||
Computer equipment | 3-5 years | $ | 13,572 | $ | 12,115 | |||||
Computer software | 3-5 years | 34,100 | 30,059 | |||||||
Office equipment | 5-7 years | 3,846 | 3,307 | |||||||
Furniture and fixtures | 5-7 years | 3,562 | 1,752 | |||||||
Leasehold improvements | (a) | 4,643 | 3,716 | |||||||
59,723 | 50,949 | |||||||||
Less accumulated depreciation and amortization | (47,590 | ) | (44,779 | ) | ||||||
$ | 12,133 | $ | 6,170 | |||||||
_______________ | ||||||||||
(a) | See Note 2 – Summary of Significant Accounting Policies. |
Balance_Sheet_Details
Balance Sheet Details | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Balance Sheet Related Disclosures [Abstract] | ||||||||
Balance Sheet Details | Balance Sheet Details | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(amounts in thousands) | ||||||||
Insurance recovery receivable: | ||||||||
Insurance recovery for workers’ compensation | $ | 3,316 | $ | 2,093 | ||||
Insurance recovery for professional liability | 2,308 | 1,793 | ||||||
$ | 5,624 | $ | 3,886 | |||||
Non-current insurance recovery receivable: | ||||||||
Insurance recovery for workers’ compensation – long-term | $ | 5,677 | $ | 3,336 | ||||
Insurance recovery for professional liability – long-term | 11,148 | 7,578 | ||||||
$ | 16,825 | $ | 10,914 | |||||
Accrued compensation and benefits: | ||||||||
Salaries and payroll taxes | $ | 8,406 | $ | 6,875 | ||||
Bonuses | 4,050 | 2,200 | ||||||
Accrual for workers’ compensation claims | 6,996 | 3,236 | ||||||
Accrual for health care benefits | 2,206 | 1,385 | ||||||
Accrual for professional liability insurance | 4,652 | 4,091 | ||||||
Accrual for vacation | 2,421 | 1,361 | ||||||
$ | 28,731 | $ | 19,148 | |||||
Long-term accrued claims: | ||||||||
Accrual for workers’ compensation claims | $ | 14,221 | $ | 5,076 | ||||
Accrual for professional liability insurance | 17,847 | 13,227 | ||||||
$ | 32,068 | $ | 18,303 | |||||
Other long-term liabilities: | ||||||||
Deferred compensation | $ | 1,510 | $ | 1,638 | ||||
Deferred rent | 2,453 | 1,777 | ||||||
Other | 47 | — | ||||||
$ | 4,010 | $ | 3,415 | |||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||
Long-Term Debt | Long-Term Debt | |||||||||||||||
At December 31, 2014 and 2013, long-term debt consists of the following: | ||||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
(amounts in thousands) | ||||||||||||||||
Senior Secured Asset-Based, interest 2.61% and 3.27% at December 31, 2014 and December 31, 2013, respectively | $ | 3,500 | $ | 8,400 | ||||||||||||
Second Lien Term Loan, net of unamortized discount of $1,011, interest 7.50% at December 31, 2014 | 28,989 | — | ||||||||||||||
Convertible Notes, net of unamortized discount of $7,053, interest 8.00% at December 31, 2014 | 17,947 | — | ||||||||||||||
Convertible Notes derivative liability | 23,436 | — | ||||||||||||||
Capital lease obligations | 202 | 176 | ||||||||||||||
Total debt | 74,074 | 8,576 | ||||||||||||||
Less current portion | (3,607 | ) | (8,483 | ) | ||||||||||||
Long-term debt | $ | 70,467 | $ | 93 | ||||||||||||
As of December 31, 2014, the aggregate scheduled maturities of debt are as follows: | ||||||||||||||||
Term Debt | Convertible Notes | Revolver | Capital Leases and | |||||||||||||
Note Payable | ||||||||||||||||
(amounts in thousands) | ||||||||||||||||
Through Years Ending December 31: | ||||||||||||||||
2015 | $ | — | $ | — | 3,500 | 107 | ||||||||||
2016 | — | — | — | 72 | ||||||||||||
2017 | — | — | — | 13 | ||||||||||||
2018 | — | — | — | 8 | ||||||||||||
2019 | 30,000 | — | — | 2 | ||||||||||||
Thereafter | — | 25,000 | — | — | ||||||||||||
Total | $ | 30,000 | $ | 25,000 | $ | 3,500 | $ | 202 | ||||||||
Senior Credit Facility | ||||||||||||||||
On January 9, 2013, the Company entered into a First Lien Loan Agreement, (the First Lien Loan Agreement or Senior Secured Asset-Based Loan), by and among the Company and certain of its subsidiaries, as borrowers, and Bank of America, N.A., as agent. The First Lien Loan Agreement was subsequently amended to allow for the sale of the Company's Clinical Trials Services business in February 2013 and for administrative matters. | ||||||||||||||||
The initial proceeds from the revolving credit facility were used to finance the repayment of existing indebtedness of the Company under its prior senior secured credit agreement and the payment of fees and expenses. The repayment of the term loan portion of the senior secured agreement 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 senior secured credit agreement 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 First Lien Loan Agreement. The Company wrote-off the remaining unamortized net debt issuance costs of approximately $1.1 million in the first quarter of 2013. | ||||||||||||||||
8. Long-Term Debt (continued) | ||||||||||||||||
On June 30, 2014, the Company and certain of its subsidiaries, as borrowers, entered into a third amendment (the Amendment) to the Company’s First Lien Loan Agreement with Bank of America, N.A., as agent, in order to, among other things, increase the Company’s borrowing capacity under the First Lien Loan Agreement and to consent to the consummation of the MSN acquisition and the incurrence by the Company of the indebtedness contemplated pursuant to the Second Lien Term Loan Agreement and the Note Purchase Agreement. The Amendment provided for, among other things, increasing the revolving credit facility under the First Lien Loan Agreement from $65.0 million to $85.0 million and increasing the letter of credit subline under the First Lien Loan Agreement from $20.0 million to $35.0 million. In addition, the termination date of the revolving credit facility under the First Lien Loan Agreement was extended to June 30, 2017. | ||||||||||||||||
The Company used the increased availability under the letter of credit subline to collateralize certain insurance obligations related to the MSN acquisition. The revolving credit facility and letter of credit subline will be used to provide ongoing working capital and for other general corporate purposes of the Company and its subsidiaries. | ||||||||||||||||
As of the June 30, 2014 amendment, the First Lien Loan Agreement provides for: a three-year senior secured asset-based revolving credit facility in the aggregate principal amount of up to $85.0 million, which includes a subfacility for swingline loans up to an amount equal to 10% of the aggregate Revolver Commitments, as defined in the agreement, and a $35.0 million subfacility for standby letters of credit. Swingline loans and letters of credit issued under the First Lien Loan Agreement reduce available revolving credit commitments on a dollar-for-dollar basis. Pursuant to the First Lien Loan Agreement, the aggregate amount of advances under the revolving credit facility (Borrowing Base) cannot exceed the lesser of (a) (i) $85.0 million, or (ii) 85% of eligible billed accounts receivable as defined in the First Lien Loan Agreement; plus (b) the lesser of (i) 85% of eligible unbilled accounts receivable and (ii) $18.0 million; minus (c) reserves as defined by the First Lien Loan Agreement, which include one week’s worth of W-2 payroll and fees payable to independent contractors. | ||||||||||||||||
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 December 31, 2014, the interest rate spreads and fees under the First Lien Loan Agreement are based on LIBOR plus 1.50% 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 Company is required to pay a monthly commitment fee on the average daily unused portion of the revolving loan facility, which, as of December 31, 2014, was 0.375%. | ||||||||||||||||
The First Lien Loan Agreement contains customary representations, warranties, and affirmative covenants. The First Lien 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) $8.3 million, or availability is less than $4.0 million, the Company is required to meet a minimum fixed charge coverage ratio of 1.0, as defined in the First Lien Loan Agreement. The First Lien 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 First Lien 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 First Lien 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. | ||||||||||||||||
As of December 31, 2014, the Gross Availability, as defined in the First Lien Loan Agreement, was approximately $69.7 million based on the Company's November accounts receivable balance. The Company had $26.5 million letters of credit outstanding and $3.5 million drawn under its revolving credit facility, leaving $39.7 million available as of December 31, 2014. The letters of credit relate to the Company’s workers’ compensation and professional liability insurance policies. | ||||||||||||||||
Second Lien Term Loan | ||||||||||||||||
On June 30, 2014, the Company entered into a second lien loan and security agreement (the Second Lien Term Loan Agreement), by and among the Company, as borrower, certain of its domestic subsidiaries, as guarantors, and BSP Agency, LLC, as agent. | ||||||||||||||||
8. Long-Term Debt (continued) | ||||||||||||||||
The Second Lien Term Loan Agreement provides for a five-year senior secured term loan facility in an aggregate principal amount of $30.0 million (the loans thereunder, the Second Lien Term Loans). After deducting a debt discount of $1.1 million, the net proceeds of $28.9 million from the Second Lien Term Loan facility were used by the Company to pay a portion of the consideration for the MSN Acquisition and related fees and expenses. In connection with the financing, the Company incurred $0.4 million of debt issuance costs. | ||||||||||||||||
Amounts borrowed under the Second Lien Term Loan facility that are repaid or prepaid may not be re-borrowed. The Second Lien Term Loans bear interest at a rate equal to adjusted LIBOR (defined as the 3-month London interbank offered rate for U.S. dollars, adjusted for customary Eurodollar reserve requirements, if any, and subject to a floor of 1.00%) plus 6.50%. The interest rate would increase by 200 basis points if an event of default exists under the Second Lien Term Loan Agreement. | ||||||||||||||||
The Company may, at its option, elect to prepay the Second Lien Term Loans on or before June 30, 2015, subject to a prepayment premium in an amount equal to (i) the amount of the principal amount of the Second Lien Term Loans being repaid, plus (ii) the accrued but unpaid interest on the principal amount so prepaid, if any, to the date of the prepayment, plus (iii) any associated administrative amounts or charges owed to the lenders as a result of the redeployment of funds or fees payable to terminate matching deposits, plus (iv) a “make whole” amount equal to the excess, if any, of (a) the present value at the prepayment date of (1) 103% of the aggregate principal amount of the Second Lien Term Loans then being prepaid, plus (2) all remaining scheduled interest payments due on the principal amount of such Second Lien Term Loans being prepaid through June 30, 2015 (excluding accrued but unpaid interest to the date of such prepayment), computed using a discount rate equal to the Treasury rate as of such prepayment date plus 50 basis points over (b) the outstanding principal amount of such Second Lien Term Loans being prepaid. The Company may, at its option at any time after June 30, 2015, prepay the Second Lien Term Loans in whole or in part at the redemption prices set forth therein, which range from 103% of the principal amount thereof for prepayments during the period July 1, 2015 through June 30, 2016, 102% of the principal amount thereof for prepayments during the period July 1, 2016 through June 30, 2017, and 100% of the principal amount thereof for prepayments after such date. | ||||||||||||||||
Subject to certain exceptions, the Second Lien Term Loans are required to be prepaid with: (a) 50% of excess cash flow (as defined in the Second Lien Term Loan Agreement) above $5.0 million for each fiscal year of the Company (commencing with the fiscal year ending December 31, 2015), provided that voluntary prepayments of the Second Lien Term Loans made during such fiscal year will reduce the amount of excess cash flow prepayments required for such fiscal year on a dollar-for-dollar basis; (b) 100% of the net cash proceeds of all asset sales or other dispositions of property by the Company and its subsidiaries, as set forth in the agreement, in excess of a defined threshold and subject to the right of the Company to reinvest such proceeds within 12 months; (c) 100% of the net cash proceeds of issuances of debt offerings of the Company and its subsidiaries (except the net cash proceeds of any permitted debt); and (d) 50% of the net cash proceeds of equity offerings of the Company. | ||||||||||||||||
The Second Lien Term Loan Agreement contains customary representations, warranties, and affirmative covenants. Among other things, the agreement also includes a financial covenant limiting the Company’s maximum “debt” to “EBITDA” (each, as defined therein) ratio to no greater than 4.50:1.00, subject to customary equity cure rights. The financial covenant will be tested quarterly, commencing with the quarter ended June 30, 2015 and each quarter thereafter for so long as any Second Lien Term Loans are outstanding. The agreement also contains customary negative covenants; including covenants with respect to, among other things, (i) indebtedness, (ii) liens, (iii) investments, (iv) fundamental corporate changes, (v) dispositions, (vi) dividends, distributions and other restricted payments, (vii) transactions with affiliates, and (viii) restrictive agreements. The agreement 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 Second Lien Term Loan Facility documents. | ||||||||||||||||
The Company’s obligations under the Second Lien Term Loan Agreement are guaranteed by all material domestic subsidiaries of the Company (Subsidiary Guarantors). As collateral security for their obligations under the Second Lien Term Loan Agreement and guarantees thereof, the Company and the Subsidiary Guarantors have granted a second-priority security interest in substantially all their tangible and intangible assets. | ||||||||||||||||
Private Placement of Convertible Notes | ||||||||||||||||
On June 30, 2014, the Company and certain of its domestic subsidiaries entered into a Convertible Note Purchase Agreement (the Note Purchase Agreement), with certain note holders (collectively, the Noteholders). Pursuant to the Note Purchase | ||||||||||||||||
8. Long-Term Debt (continued) | ||||||||||||||||
Agreement, the Company sold to the Noteholders an aggregate of $25.0 million of convertible senior notes (the Convertible Notes). After deducting a debt discount of $0.9 million, the net proceeds of $24.1 million were used by the Company for the MSN Acquisition and related fees and expenses. In connection with the financing, the Company incurred $0.3 million of debt issuance costs. As a result of the conversion and redemption features, the Company recorded $6.8 million as additional discount for the fair value of these features. | ||||||||||||||||
The Convertible Notes are convertible at the option of the holders thereof at any time into shares of the Company’s common stock, par value $0.0001 per share (Common Stock), at an initial conversion price of $7.10 per share, or 3,521,126 shares of Common Stock. After three years, the Company has the right to force a conversion of the Convertible Notes if the volume-weighted average price (VWAP) per share of its Common Stock exceeds 125% of the then conversion price for 20 days of a 30 day trading period. The conversion price is subject to adjustment pursuant to customary weighted average anti-dilution provisions including adjustments for the following: Common Stock dividends or distributions; issuance of any rights, warrants of options to acquire Common Stock; distributions of property; tender offer or exchange offer payments; cash dividends; or certain issuances of Common Stock at less than the conversion price. Upon conversion of the Convertible Notes, the Company will exchange, for the applicable conversion amount thereof a number of shares of Common Stock, with no maximum, on amount, equal to the amount determined by dividing (i) such conversion amount by (ii) the conversion price in effect at the time of conversion. No fractional shares of Common Stock will be issued upon conversion of the Conversion Notes. In lieu of fractional shares, the Company shall pay cash in respect of each fractional share equal to such fractional amount multiplied by the Thirty Day VWAP as of the closing of business on the Business Day immediately preceding the conversion date as well as any unpaid accrued interest. | ||||||||||||||||
The Convertible Notes bear interest at a rate of 8.00% per annum, payable in quarterly cash installments; provided, however, that, at the Company’s option, up to 4.00% of the interest payable may be “paid-in-kind” through a quarterly addition of such “paid-in-kind” interest amount to the principal amount of the Convertible Notes. The Convertible Notes will mature on June 30, 2020, unless earlier repurchased, redeemed or converted. Subject to certain exceptions, the Company is not permitted to redeem the Convertible Notes until June 30, 2017. If the Company redeems the Convertible Notes on or after June 30, 2017, the Company is required to pay a premium of 15% of the amount of principal of the Convertible Notes redeemed. | ||||||||||||||||
If the Convertible Notes are redeemed prior to June 30, 2017, pursuant to a Prohibited Transaction, as defined by the agreement, the Company is required to pay a premium equal to the greater of (i) the sum of (a) the amount of principal of the Convertible Notes redeemed, plus (b) the accrued but unpaid interests on the principal amount so redeemed to the date of the redemption, plus (c) a “make whole” amount (described below) and (ii) the sum of (x) the average thirty day VWAP per share of Common Stock multiplied by the number of shares of Common Stock that the redeemed Convertible Notes are then convertible into, with no maximum, and (y) the accrued but unpaid interest on the Convertible Notes. The “make whole” amount is equal to the excess, if any, of (1) the present value at the date of redemption of (A) 115% of the principal amount of the Convertible Notes redeemed, plus (B) all remaining scheduled interest due on the principal amount of the notes being redeemed through June 30, 2017 computed using a discount rate equal to the Treasury rate as of the date of redemption plus 50 basis points over (2) the outstanding principal amount of the Convertible Notes then redeemed. | ||||||||||||||||
The Company granted the Noteholders preemptive rights with respect to future equity issuances by the Company, subject to | ||||||||||||||||
customary exceptions. | ||||||||||||||||
In connection with the placement of the Convertible Notes, on June 30, 2014, the Company entered into a registration rights agreement (the Registration Rights Agreement) with the Noteholders, which sets forth the rights of the Noteholders to have the shares of Common Stock issuable upon conversion of the Convertible Notes registered with the Securities and Exchange Commission (the SEC) for public resale under the Securities Act of 1933, as amended. Pursuant to the Registration Rights Agreement, the Company was required to file a registration statement with the SEC (the Initial Registration Statement) registering the shares of Common Stock issuable upon conversion of the Convertible Notes. The Initial Registration Statement was filed with the SEC and became effective in the fourth quarter of 2014. In addition, the agreement gives the Noteholders the ability to exercise certain piggyback registration rights in connection with registered offerings by the Company. |
Convertible_Notes_Derivative_L
Convertible Notes Derivative Liability | 12 Months Ended | |
Dec. 31, 2014 | ||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Convertible Notes Derivative Liability | Convertible Notes Derivative Liability | |
Derivative financial instruments, as defined in ASC 815, Accounting for Derivative Financial Instruments and Hedging Activities, consist of financial instruments or other contracts that contain a notional amount and one or more underlyings (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. | ||
The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued Convertible Notes with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements. | ||
The Convertible Notes issued in conjunction with the MSN acquisition are subject to anti-dilution adjustments that allow for the reduction in the Conversion Price, as defined in the agreement, in the event the Company subsequently issues equity securities including Common Stock or any security convertible or exchangeable for shares of Common Stock for a price less than the current conversion price. In addition, the Convertible Notes allow the issuer to exercise optional redemption features and the holder to exercise an offer to purchase feature, under certain conditions. The Company accounted for the conversion option in accordance with ASC 815. Since this conversion feature is not considered to be solely indexed to the Company’s own stock the derivative was recorded as a liability. | ||
The Company’s Convertible Notes derivative liability has been measured at fair value at December 31, 2014 using a | ||
trinomial lattice model. The optional redemption features, along with the offer to purchase features are incorporated into the valuation model. Inputs into the model require estimates, including such items as estimated volatility of the Company’s stock, estimated probabilities of change of control and issuance of additional financing, risk-free interest rate, and the estimated life of the financial instruments being fair valued. In addition, since the conversion price contains an anti-dilution adjustment, the probability that the Conversion Price of the Notes would decrease as the share price decreased was also incorporated into the valuation calculation. | ||
The inputs into the valuation model are as follows: | ||
December 31, 2014 | ||
Closing share price | $12.48 | |
Conversion price | $7.10 | |
Risk free rate | 1.86% | |
Expected volatility | 40% | |
Dividend yield | —% | |
Expected life | 5.5 years | |
The fair value of this derivative liability is primarily determined by fluctuations in our stock price. As our stock price increases or decreases, the fair value of this derivative liability increases or decreases, resulting in a corresponding current period loss or gain to be recognized. As of December 31, 2014, a $1 decrease or increase in our stock price would have resulted in a change in the valuation of the embedded derivative by approximately $3.1 million and a 1% decrease or increase in interest rates would have resulted in a change in the valuation of the derivative of approximately $0.7 million. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
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. | ||||||||||||||||
10. Fair Value Measurements (continued) | ||||||||||||||||
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 December 31, 2014 and 2013, the Company’s financial assets/liabilities required to be measured on a recurring basis were its indemnity escrow receivable, deferred compensation liability included in other long-term liabilities, Convertible Notes derivative liability and contingent consideration receivable related to the sale of its Clinical Trial Services business. | ||||||||||||||||
Escrow receivable —The Company recorded the $3.8 million indemnity escrow funds related to the sale of its Clinical Trial Services business as an escrow receivable and adjusted the amount to the estimated fair value each reporting period based on any known information. The total escrow amount was released to the Company in August 2014 relieving the escrow receivable balance. See Note 4 - Discontinued Operations. | ||||||||||||||||
Contingent consideration receivable, performance earnout —The earn out related to the Company’s sale of its Clinical Trial Services business was treated as a contingent consideration receivable for accounting purposes. The Company utilized Level 3 inputs to value the contingent consideration receivable as significant unobservable inputs were used in the calculation of its fair value and related to the future performance of the disposed business. The fair value of the contingent consideration receivable was adjusted to its fair value on a quarterly basis with any 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 impacted the contingent consideration that could have been paid to the Company. The contingency was resolved during the third quarter of 2014 resulting in no additional consideration. See Note 4 - Discontinued Operations for further information. | ||||||||||||||||
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. | ||||||||||||||||
Convertible Notes derivative liability —The Company utilizes Level 3 inputs to value its Convertible Notes derivative liability. See Note 9 - Convertible Notes Derivative Liability and Note 2 - Summary of Significant Accounting Policies. | ||||||||||||||||
The table which follows summarizes the estimated fair value of the Company’s financial assets and liabilities measured on a recurring basis as of December 31, 2014 and 2013: | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||
Financial Assets: | (amounts in thousands) | |||||||||||||||
(Level 3) | ||||||||||||||||
Escrow receivable | $ | — | $ | 3,750 | ||||||||||||
Financial Liabilities: | ||||||||||||||||
(Level 1) | ||||||||||||||||
Deferred compensation | $ | 1,510 | $ | 1,638 | ||||||||||||
(Level 3) | ||||||||||||||||
Convertible Notes derivative liability | $ | 23,436 | $ | — | ||||||||||||
10. Fair Value Measurements (continued) | ||||||||||||||||
The table which follows reconciles the opening balances to the closing balances for fair value measurements categorized within Level 3 of the fair value hierarchy: | ||||||||||||||||
Escrow | Convertible Notes | |||||||||||||||
Receivable | Derivative Liability (a) | |||||||||||||||
(amounts in thousands) | ||||||||||||||||
31-Dec-12 | $ | — | $ | — | ||||||||||||
Additions | 3,750 | — | ||||||||||||||
31-Dec-13 | 3,750 | — | ||||||||||||||
Additions | — | 6,765 | ||||||||||||||
Settlements | (3,750 | ) | — | |||||||||||||
Valuation loss for the period | — | 16,671 | ||||||||||||||
31-Dec-14 | $ | — | $ | 23,436 | ||||||||||||
_______________ | ||||||||||||||||
(a) | Embedded derivative included in long-term debt on consolidated balance sheets. Embedded derivative of $6.8 million added as of June 30, 2014. Change in valuation of derivative for the year ended December 31, 2014 was $16.7 million and is included in other expenses (income) on the consolidated statement of operations. See Note 9 - Convertible Notes Derivative Liability and Note 2 - Summary of Significant Accounting Policies for further information. | |||||||||||||||
Items Measured at Fair Value on a Nonrecurring Basis: | ||||||||||||||||
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 noncash 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 October 1, 2014, in conjunction with the annual testing of indefinite-lived intangible assets not subject to amortization, the Company recorded a pretax non-cash impairment charge of approximately $10.0 million related to its MDA trade name. See Note 5 – Goodwill, Trade Names, and Other Identifiable Intangible Assets. The Company reduced its long-term revenue forecast for these businesses as part of its forecasting process in the fourth quarter and as a result, the calculation of estimated fair value was less than the carrying amount of the trade names, resulting in an impairment charge. | ||||||||||||||||
In the fourth quarter of 2013, in conjunction with the annual testing of indefinite-lived intangible assets not subject to amortization, the Company recorded a pretax non-cash impairment charge of approximately $6.4 million related to its MDA acquisition (see Note 5 – Goodwill, Trade Names, and Other Identifiable Intangible Assets). The Company reduced its long-term revenue forecast for these businesses in the fourth quarter and as a result, the calculation of estimated fair value was less than the carrying amount of the trade names, resulting in an impairment charge. | ||||||||||||||||
The table below presents the fair value of the MDA trade names as of December 31, 2014 and 2013. | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||
(amounts in thousands) | ||||||||||||||||
(Level 3) | ||||||||||||||||
MDA trade names | $ | 17,699 | $ | 28,836 | ||||||||||||
10. Fair Value Measurements (continued) | ||||||||||||||||
Other Fair Value Disclosures: | ||||||||||||||||
Financial instruments not measured or recorded at fair value in the accompanying consolidated balance sheets consist of cash and cash equivalents, accounts 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. The fair value of the Company’s term loan and revolver credit facility included in the current portion of long-term debt on its consolidated balance sheet is estimated using Level 2 inputs utilizing interest rates that were indirectly observable in markets for similar liabilities. The estimated fair value of the Company’s debt was calculated using discounted cash flow analysis and appropriate valuation methodologies using Level 2 inputs available market information. | ||||||||||||||||
The following table represents the carrying amounts and estimated fair value of the Company’s significant financial instruments that were not measured at fair value: | ||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
(amounts in thousands) | ||||||||||||||||
Financial Liabilities: | ||||||||||||||||
(Level 2) | ||||||||||||||||
Second Lien Term Loan, net (a) | $ | 28,989 | $ | 29,900 | $ | — | $ | — | ||||||||
Convertible Notes, net (a) | $ | 17,948 | $ | 19,200 | $ | — | $ | — | ||||||||
Senior Secured Asset-Based Loan (b) | $ | 3,500 | $ | 3,500 | $ | 8,400 | $ | 8,400 | ||||||||
_______________ | ||||||||||||||||
(a) | The Second Lien Term Loan and Convertible Notes are reported at their carrying value in the accompanying consolidated balance sheets. The Company determined their fair value, as presented in the table using an income approach, utilizing a discounted cash flow analysis based on current market interest rates for debt issuances with similar remaining years to maturity, adjusted for credit risk. | |||||||||||||||
(b) | Carrying value of the Senior Secured Asset-Based Loan approximates estimated fair value based on the short-term nature and the pricing at varying interest rates. | |||||||||||||||
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 generally does not require collateral and mitigates its credit risk by performing credit evaluations and monitoring at-risk accounts. 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 the customer. The Company’s contract terms typically require payment between 15 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, primarily throughout the United States and its territories, the Company believes the concentration of credit risk is limited. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans |
The Company maintains a voluntary defined contribution 401(k) profit-sharing plan covering all eligible employees as defined in the plan documents. The plan provides for a discretionary matching contribution, which is equal to a percentage of each eligible contributing participant’s elective deferral, which the Company, at its sole discretion, determines from year to year. | |
11. Employee Benefit Plans (continued) | |
Contributions by the Company, net of forfeitures, under this plan amounted to $0.6 million the years ended December 31, 2014, 2013 and 2012, respectively. Eligible employees who elect to participate in the plan are generally vested in any existing matching contribution after three years of service with the Company. | |
The Company offers a non-qualified deferred compensation program to certain key employees whereby they may defer a portion of annual compensation for payment upon retirement. The program is unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974. The liability for the deferred compensation is included in other long-term liabilities on the consolidated balance sheets and amounted $1.5 million and $1.6 million at December 31, 2014 and 2013, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies | Commitments and Contingencies | |||
Commitments: | ||||
Operating Leases | ||||
The Company has entered into non-cancelable operating lease agreements for the rental of office space and equipment. Certain of these leases include options to renew as well as rent escalation clauses and in certain cases, incentives from the landlord for rent-free months and allowances for tenant improvements. The rent escalations and incentives have been reflected in the table below. | ||||
Future minimum lease payments, as of December 31, 2014, associated with these agreements with terms of one year or more are as follows: | ||||
Through Year Ending December 31: | (amounts in thousands) | |||
2015 | $ | 7,202 | ||
2016 | 5,581 | |||
2017 | 3,884 | |||
2018 | 1,613 | |||
2019 | 486 | |||
Thereafter | 2,146 | |||
$ | 20,912 | |||
Total operating lease expense included in selling, general and administrative expenses was approximately $7.7 million, $5.5 million and $5.8 million for the years ending December 31, 2014, 2013 and 2012, respectively. | ||||
Contingencies: | ||||
Sales and 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. The expense is included in selling, general and administrative expenses on its consolidated statements of operations and the liability is reflected in sales tax payable as of December 31, 2014 and 2013, on its consolidated balance sheets. | ||||
During 2011, a state administrative ruling related to certain service tax matters was released which indicated that services performed in that particular state are subject to a tax not previously paid by the Company. As a result, the Company conducted | ||||
12. Commitments and Contingencies (continued) | ||||
an initial review of certain other states to determine if any additional exposures may exist and determined that it was probable that some of its previous tax positions would be challenged. As a result, the Company changed its assessment of certain non-income tax positions and estimated a liability related to these matters. Based on its best estimate of probable settlement, the Company accrued a pretax liability related to the non-income tax matters of approximately $0.5 million in the year ended December 31, 2011, of which approximately $0.4 million related to the 2008-2010 tax years. The Company accrued an additional pretax liability related to the non-income tax matters of approximately $1.0 million in the year ended December 31, 2012, of which approximately $0.3 million related to the 2005-2011 tax years. For the year ended December 31, 2013, the Company accrued an additional pretax liability related to the non-income tax matters of approximately $0.8 million, of which approximately $0.4 million related to the 2007-2012 tax years, and paid approximately $0.3 million to settle with certain states. For the year ended December 31, 2014, the Company accrued an additional pretax liability related to the non-income tax matters of approximately $0.2 million, and paid approximately $0.1 million to settle with certain states. The expenses are included in selling, general and administrative expenses on its consolidated statements of operations for the years ended December 31, 2014, 2013, and 2012 and the liability is reflected as sales tax payable as of December 31, 2014 and 2013, on its consolidated balance sheets. The Company is continuing to work with professional tax advisors and state authorities to resolve the remaining matters. | ||||
Legal Proceedings | ||||
On December 4, 2012, the Company’s subsidiary, CC Staffing, Inc. (now known as Travel Staff, LLC) became the subject of a purported class action lawsuit (Alice Ogues, on behalf of herself and all others similarly situated, Plaintiffs, vs. CC Staffing, Inc., a Delaware corporation; and DOES 1-50, inclusive, Defendants) filed in the United States District Court, Northern District of California. Plaintiff alleged that traveling employees were denied meal periods and rest breaks, that they should have been paid overtime on reimbursement amounts, various other wage and hour claims, and that they are entitled to associated penalties. In 2013, the parties agreed to settle this lawsuit for $0.8 million with the understanding that such settlement is not an admission by the Company of any liability, negligence or wrong doing. The Court granted final approval of the settlement in September 2014 and during the fourth quarter of 2014 the Company paid $0.8 million to the plaintiff. | ||||
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. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
The components of the Company’s loss before income taxes are as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(amounts in thousands) | ||||||||||||
United States | $ | (33,574 | ) | $ | (11,216 | ) | $ | (28,599 | ) | |||
Foreign | 2,256 | 1,177 | 1,704 | |||||||||
$ | (31,318 | ) | $ | (10,039 | ) | $ | (26,895 | ) | ||||
13. Income Taxes (continued) | ||||||||||||
The components of the Company’s income tax expense (benefit) are as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(amounts in thousands) | ||||||||||||
Continuing operations: | ||||||||||||
Current | ||||||||||||
Federal | $ | — | $ | — | $ | 412 | ||||||
State | 811 | 540 | 812 | |||||||||
Foreign | 262 | 416 | 1,561 | |||||||||
Total | 1,073 | 956 | 2,785 | |||||||||
Deferred | ||||||||||||
Federal | (1,320 | ) | 37,822 | (4,048 | ) | |||||||
State | 68 | 5,134 | (5,251 | ) | ||||||||
Foreign | 395 | 299 | 364 | |||||||||
Total | (857 | ) | 43,255 | (8,935 | ) | |||||||
Total income tax expense (benefit) for continuing operations | $ | 216 | $ | 44,211 | $ | (6,150 | ) | |||||
The total income tax provision is summarized as follows: | ||||||||||||
Continuing operations | $ | 216 | $ | 44,211 | $ | (6,150 | ) | |||||
Discontinued operations | — | 2,122 | (9,497 | ) | ||||||||
$ | 216 | $ | 46,333 | $ | (15,647 | ) | ||||||
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. | ||||||||||||
13. Income Taxes (continued) | ||||||||||||
Significant components of the Company’s deferred tax assets and liabilities are as follows: | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
(amounts in thousands) | ||||||||||||
Current deferred tax assets (liabilities): | ||||||||||||
Accrued other and prepaid expenses | $ | 2,823 | $ | 2,592 | ||||||||
Accrued settlement charge | — | 283 | ||||||||||
Allowance for doubtful accounts | 589 | 650 | ||||||||||
Other | 822 | 468 | ||||||||||
Gross deferred tax assets | 4,234 | 3,993 | ||||||||||
Valuation allowance | (6,215 | ) | (4,528 | ) | ||||||||
Deferred tax liabilities | (1,981 | ) | (535 | ) | ||||||||
Non-current deferred tax (liabilities) and assets: | ||||||||||||
Amortization | (5,967 | ) | (1,314 | ) | ||||||||
Depreciation | 105 | (384 | ) | |||||||||
Identifiable intangibles | — | (2,237 | ) | |||||||||
Net operating loss carryforwards | 38,144 | 32,531 | ||||||||||
Derivative interest | 6,370 | — | ||||||||||
Accrued professional liability | (92 | ) | (118 | ) | ||||||||
Accrued workers’ compensation | 1,356 | 675 | ||||||||||
Tax on unrepatriated earnings | (336 | ) | (453 | ) | ||||||||
Share-based compensation | 959 | 1,610 | ||||||||||
Other | (1,176 | ) | 314 | |||||||||
Gross deferred tax assets | 39,363 | 30,624 | ||||||||||
Valuation allowance | (57,401 | ) | (47,473 | ) | ||||||||
Deferred tax liabilities | (18,038 | ) | (16,849 | ) | ||||||||
Net deferred taxes | $ | (20,019 | ) | $ | (17,384 | ) | ||||||
The Company determines the need for a valuation allowance under Income Taxes topic of the FASB ASC by assessing the probability of realizing deferred tax assets, taking into consideration all available positive and negative evidence, including historical operating results, expectations of future taxable income, carryforward periods available to the Company for tax reporting purposes, the evaluation of various income tax planning strategies, and other relevant factors. The Company maintains a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset will not be realized based on consideration of all available evidence. Adjustments to the deferred tax valuation allowances are made to earnings in the period when such assessments are made. Significant judgment is required in making this assessment and to the extent future expectations change, the Company would have to assess the recoverability of its deferred tax assets at that time. The Company's cumulative loss position was significant negative evidence in assessing the need for a valuation allowance. As of December 31, 2013, the Company determined that it could not sustain a conclusion that it was more likely than not that it would realize any of its deferred tax assets resulting from recent losses, the difficulty of forecasting future taxable income, and other factors. The Company intends to maintain a valuation allowance until sufficient positive evidence exists to support its reversal. To be considered a source of future taxable income to support realizability of a deferred tax asset, a taxable temporary difference must reverse in a period such that it would result in the realization of the deferred tax asset. Taxable temporary differences related to indefinite-lived intangibles, such as goodwill, are by their nature not predicted to reverse and therefore not considered a source of future taxable income in accordance with ASC 740. The Company had $19.7 million and $17.4 million of deferred tax liabilities relating to indefinite lived intangible assets that it was not able to offset against deferred tax assets as of December 31, 2014 and 2013, respectively. As of December 31, 2014 and 2013, the Company recorded valuation allowances of $63.6 million and $52.0 million, respectively. The December 31, 2014 and 2013 valuation allowances applied to all its deferred tax assets. | ||||||||||||
13. Income Taxes (continued) | ||||||||||||
The December 31, 2012 valuation allowance related to the uncertainty of the realization of a particular subsidiary’s state portion of its deferred tax asset that arose from the goodwill impairment and certain separate state net operating losses. | ||||||||||||
As of December 31, 2014 and 2013, respectively, the Company had approximately $97.5 million and $78.1 million of federal, state, and foreign net operating loss carryforwards. The federal carryforwards expire between 2031 and 2034. The state carryforwards expire between 2014 and 2034. The majority of the foreign carryforwards are in a jurisdiction with no expiration. A valuation allowance for the net operating losses has been recorded at December 31, 2014 and 2013, to reduce the Company’s deferred tax asset to an amount that is more likely than not to be realized. In the first quarter of 2014, the Company recorded a non-cash adjustment of $1.7 million primarily related to an overstatement of the valuation allowance established as of December 31, 2013. The out-of-period adjustment also decreased the net loss by the same amount or $0.06 per diluted share for the three months ended March 31, 2014 and the year ended December 31, 2014. Management concluded that the adjustment was not material to its prior period financial statements and is not expected to be material to the full year results for 2014. | ||||||||||||
The reconciliation of income tax computed at the U. S. federal statutory rate to income tax expense (benefit) is as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(amounts in thousands) | ||||||||||||
Tax at U.S. statutory rate | $ | (10,961 | ) | $ | (3,514 | ) | $ | (9,413 | ) | |||
State taxes, net of federal benefit | 219 | (190 | ) | (1,226 | ) | |||||||
Non-deductible meals and entertainment | 1,425 | 450 | 962 | |||||||||
Foreign tax expense | 44 | 554 | (222 | ) | ||||||||
Valuation allowances | 12,038 | 48,556 | (44 | ) | ||||||||
Uncertain tax positions | (996 | ) | (257 | ) | 648 | |||||||
Deferred tax rate differential | — | — | 150 | |||||||||
Deferred tax write-offs (a) | — | 221 | — | |||||||||
Audit settlements | — | 160 | — | |||||||||
Tax on unrepatriated earnings | — | (1,465 | ) | 2,005 | ||||||||
Tax on repatriated earnings | — | — | 519 | |||||||||
Tax true ups and other | (1,553 | ) | (304 | ) | 471 | |||||||
Total income tax expense (benefit) for continuing operations | $ | 216 | $ | 44,211 | $ | (6,150 | ) | |||||
The tax years of 2004, 2005, and 2008 through 2013 remain open to examination by the major taxing jurisdictions to which the Company is subject, 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. | ||||||||||||
In the fourth quarter of 2012, the Company changed its position regarding permanent reinvestment and accrued approximately $1.4 million of U.S. tax and $0.6 million of India tax on earnings of approximately $9.5 million. During the fourth quarter of 2012, the company repatriated approximately $3.3 million of foreign earnings from its Indian subsidiary. U.S. income taxes on those repatriated earnings have been offset by its U.S. losses. The sale of the Company’s clinical trial services unit located outside the U.S. in the UK during 2013 resulted in write-offs of the investment in those subsidiaries and offset the amount of U.S. taxes that would need to be accrued on the India earnings to zero. During 2014, the Company accrued $0.2 million of India tax on earnings of approximately $0.6 million. India withholding taxes on a dividend of India earnings are not affected by the calculation of U.S. taxes due and continue to be accrued. | ||||||||||||
The Company recognizes in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. | ||||||||||||
13. Income Taxes (continued) | ||||||||||||
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is approximately as follows: | ||||||||||||
2014 | 2013 | |||||||||||
(amounts in thousands) | ||||||||||||
Balance at January 1 | $ | 4,986 | $ | 5,204 | ||||||||
Additions based on tax positions related to the current year | 709 | 496 | ||||||||||
Additions based on tax positions related to prior years | 91 | 681 | ||||||||||
Reductions based on settlements of tax positions related to the prior year | (344 | ) | (292 | ) | ||||||||
Reductions for tax positions as a result of a lapse of the applicable statute of limitations | (1,578 | ) | (1,076 | ) | ||||||||
Other | (87 | ) | (27 | ) | ||||||||
Balance at December 31 | $ | 3,777 | $ | 4,986 | ||||||||
Short-term unrecognized tax benefits are included in other current liabilities on the consolidated balance sheets and were approximately $0.6 million and $1.0 million as of December 31, 2014 and 2013, respectively. As of December 31, 2014 and 2013, the Company had unrecognized tax benefits, which would affect the effective tax rate if recognized of approximately $3.3 million and $4.4 million, respectively. During 2014, 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 $2.0 million to its unrecognized tax benefits related to settlement refunds and the closure of open tax years. | ||||||||||||
The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. During the year ended December 31, 2014, the Company recognized a reduction on interest and penalties of $0.2 million. During the years ended December 31, 2013 and 2012, the Company recognized interest and penalties of $0.1 million. The Company had accrued approximately $0.8 million and $1.0 million for the payment of interest and penalties at December 31, 2014 and 2013, respectively. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Equity [Abstract] | ||||||||||||||
Stockholders' Equity | Stockholders’ Equity | |||||||||||||
Stock Repurchase Programs | ||||||||||||||
In February 2008, the Company’s Board of Directors authorized its most recent stock repurchase program whereby the Company may purchase up to 1,500,000 shares of its common stock, subject to terms of the Company’s credit agreement. The shares may be repurchased from time-to-time in the open market and the repurchase program may be discontinued at any time at the Company’s discretion. | ||||||||||||||
During the years ended December 31, 2014 and 2013, the Company did not repurchase any shares of its Common Stock under its February 2008 Board authorization. | ||||||||||||||
During the year ended December 31, 2012, the Company repurchased, under this program, a total of 71,653 shares at an average price of $5.22. The cost of such purchases was $0.4 million. All of the common stock was retired. | ||||||||||||||
At December 31, 2014, 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 First Lien Loan Agreement and Second Lien Term Loan Agreement. 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 $5,000,000 of its Equity Interests. See Note 8 - Long-Term Debt for further information. | ||||||||||||||
14. Stockholders’ Equity (continued) | ||||||||||||||
Share-Based Payments | ||||||||||||||
2014 Omnibus Incentive Plan | ||||||||||||||
On March 11, 2014, the Board of Directors approved an amendment and restatement of the Company's 2007 Stock Incentive Plan (amended and restated effective March 20, 2013), which was renamed the 2014 Omnibus Incentive Plan. The term of the Amended Plan was extended until March 10, 2024 (the 2007 Stock Incentive Plan was scheduled to expire on April 5, 2017). The 2014 Omnibus Plan approval was subject to, and became effective upon, stockholder approval at the Annual Meeting held on May 13, 2014. The 2014 Omnibus Plan provides for the issuance of stock options, stock appreciation rights, restricted stock, performance shares, performance-based cash awards that may be granted with the intent to comply with the “performance-based compensation” exception under Section 162(m) of the Internal Revenue Code, and other stock-based awards, all as defined by The 2014 Omnibus Plan, to eligible employees, consultants and non-employee Directors. The aggregate number of shares of common stock which may be issued or used for reference purposes under the 2007 Plan or with respect to which awards may be granted may not exceed 4,100,000 shares, which may be either authorized and unissued common stock or common stock held in or acquired for the treasury of the Company. | ||||||||||||||
Under The 2014 Omnibus Plan, the Compensation Committee of the Company’s Board of Directors (the Committee), has the discretion to determine the terms of the awards at the time of the grant. Provided, however, that, in the case of stock options and stock appreciation rights (share options): 1) the exercise price per share of the award is not less than 100% (or, in the case of 10% or more stockholders, the exercise price of the incentive stock options (ISOs) granted may not be less than 110%) of the fair market value of the common stock at the time of the grant; and 2) the term of the award will be no more than 10 years after the date the option is granted (or, shall not exceed five years, in the case of a 10% or more stockholder). In the case of restricted stock, the purchase price may be zero to the extent permitted by applicable law. | ||||||||||||||
Restricted stock awards granted under the Company’s 2014 Omnibus Plan entitle the holder to receive, at the end of a vesting period, a specified number of shares of the Company’s common stock. Share-based compensation expense is measured by the market value of the Company’s stock on the date of grant. The shares vest ratably over a three to four year period ending on the anniversary date of the grant. There is no partial vesting and any unvested portion is forfeited. | ||||||||||||||
Pursuant to the 2014 Omnibus Plan the number of target shares that are issued for performance-based stock awards are determined based on the level of attainment of the targets. Pursuant to the 2014 grants, if the minimum level of performance is attained, restricted stock will be issued with a vesting date of December 31, 2016, subject to the employee’s continuing employment. Subject to Board of Director approval, as of December 31, 2014, the Company estimated it achieved a minimum level of performance and accordingly, share-based compensation was recognized during the year ended December 31, 2014 relating to the performance stock awards. | ||||||||||||||
The following table summarizes restricted stock awards and performance-based stock awards activity issued under the 2014 Omnibus Plan (including awards issued prior to the restatement and amendment) for the year ended December 31, 2014: | ||||||||||||||
Restricted Stock Awards | Performance Stock Awards | |||||||||||||
Number of | Weighted | Number of Target | Weighted | |||||||||||
Shares | Average | Shares | Average | |||||||||||
Grant Date | Grant Date | |||||||||||||
Fair Value | Fair Value | |||||||||||||
Unvested restricted stock awards, January 1, 2014 | 552,231 | $ | 5.37 | — | $ | — | ||||||||
Granted | 377,308 | $ | 6.18 | 239,585 | $ | 5.81 | ||||||||
Vested | (181,354 | ) | $ | 5.77 | — | $ | — | |||||||
Forfeited | (88,535 | ) | $ | 5.39 | (21,410 | ) | $ | 5.77 | ||||||
Unvested restricted stock awards, December 31, 2014 | 659,650 | $ | 5.72 | 218,175 | $ | 5.82 | ||||||||
As of December 31, 2014, the Company had approximately$2.4 million pretax of total unrecognized compensation cost related to non-vested restricted stock awards which may be adjusted for future changes in forfeitures. The Company expects to | ||||||||||||||
14. Stockholders’ Equity (continued) | ||||||||||||||
recognize such cost over a weighted average period of 2.22 years. The fair value of shares vested was approximately $2.3 million, $2.4 million, and $0.9 million for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||||||||
As of December 31, 2014, the Company had approximately $0.3 million pretax of total unrecognized compensation cost related to performance stock awards which may be adjusted for future changes in forfeitures. The Company expects to recognize such cost over a weighted average period of 2 years, the remaining service period. | ||||||||||||||
The following table represents information about stock options and stock appreciation rights granted and exercised in each year. During the years ended December 31, 2014, 2013 and 2012, the Company issued options and stock appreciation rights at market price. | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Share option grants | — | 324,000 | 344,500 | |||||||||||
Weighted average grant date fair value of options granted during the period | — | $ | 1.77 | $ | 1.65 | |||||||||
Total intrinsic value of options exercised | $ | 695,286 | $ | 12,465 | $ | — | ||||||||
The stock appreciation rights can only be settled with stock or cash, at the discretion of the Committee. The stock appreciation rights vest 25% per year over a 4 year period and expire after 7 years. The restricted stock awards vest equally over a 3 to 4 year period on each anniversary date of the grant. The Company’s policy is to issue new shares from its authorized but unissued balance of common stock outstanding or shares of common stock reacquired by the Company if stock appreciation rights are settled with stock. | ||||||||||||||
The Company records compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company computes expected volatility using the historical volatility of the market price of the Company’s common stock. Historical data is used to estimate the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. During the year ended December 31, 2014, no stock options were granted. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model: | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Expected dividend yield | — | % | — | % | ||||||||||
Expected volatility | 48 | % | 47 | % | ||||||||||
Risk-free interest rate | 0.79 | % | 0.58 | % | ||||||||||
Expected life | 4.2 years | 4.3 years | ||||||||||||
Due to the adoption of the 2007 Stock Incentive Plan, no further grants have been issued under the Company’s 1999 Plans referred to below. | ||||||||||||||
1999 Stock Option Plan and Equity Participation Plan | ||||||||||||||
On December 16, 1999, the Company’s Board of Directors approved the 1999 Stock Option Plan and Equity Participation Plan (collectively, the 1999 Plans), which was amended and restated on October 25, 2001 and provided for the issuance of ISOs and non-qualified stock options to eligible employees and non-employee directors for the purchase of up to 4,398,001 shares of common stock. | ||||||||||||||
14. Stockholders’ Equity (continued) | ||||||||||||||
The following table summarizes the Company’s activities with respect to all of its share option plans for the year ended December 31, 2014: | ||||||||||||||
Shares | Option Price | Weighted | Weighted- | Aggregate | ||||||||||
Average | Average | Intrinsic | ||||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual | |||||||||||||
Life (in years) | ||||||||||||||
Share options outstanding at beginning of year | 1,546,299 | $4.16-$22.50 | $8.93 | |||||||||||
Granted | — | — | — | |||||||||||
Exercised | (228,500 | ) | $4.35-$8.56 | $7.47 | ||||||||||
Forfeited/expired | (382,704 | ) | $4.35-$22.50 | $11.41 | ||||||||||
Share options outstanding at end of year | 935,095 | $4.16-$22.50 | $8.27 | 2.94 | $ | 4,464,160 | ||||||||
Share options exercisable at end of year | 655,468 | $4.16-$22.50 | $9.58 | 2.07 | $ | 2,430,566 | ||||||||
Share options unvested at end of year | 279,627 | $4.16-$7.44 | $5.21 | 4.96 | $ | 2,033,594 | ||||||||
As of December 31, 2014, the Company had 935,095 share options outstanding of which 864,671 were vested or expected to vest at a weighted average exercise price of $8.52, intrinsic value of $4.0 million and a weighted average contractual life of 2.78 years. As of December 31, 2014, the Company had approximately $0.3 million pretax of total unrecognized compensation cost related to share options which may be adjusted for future changes in forfeitures. The Company expects to recognize such cost over a period of 2.08 years. | ||||||||||||||
Secondary Offerings | ||||||||||||||
In November 2004, the Company filed a registration statement on Form S-3 with the Securities and Exchange Commission for the registration of 11,403,455 shares of common stock held by three of its existing shareholders. No members of management registered shares pursuant to this registration statement. Prior to 2013, 8,172,868 shares were sold in a public offering with net proceeds from the sale going to the selling stockholders. During 2013, the remaining shares were sold by the existing shareholders and as a result, the registration statement is no longer active. |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
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 by the weighted average number of shares outstanding (excluding unvested restricted stock) and diluted earnings per share reflects the dilutive effects of unvested 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 2014, 2013 and 2012 per share calculations because their effect would have been anti-dilutive. Such shares amounted to 559,064; 1,547,814 and 2,033,632, during the years ended December 31, 2014, 2013 and 2012, respectively. For purposes of calculating net income (loss) per common share - diluted for the years ending December 31, 2014 and 2013, the Company excluded potentially dilutive shares of 334,828, and 149,453, respectively, as their effect would have been anti-dilutive, due to the Company’s net loss from continuing operations in the respective years. | ||||||||||||
Contingently issuable shares of 3,521,126 as of December 31, 2014, related to Convertible Notes, as defined in Note 8 - Long-Term Debt, if converted, would have had an anti-dilutive effect, and as such, have been excluded from the per share calculations for the year ended December 31, 2014. | ||||||||||||
15. Earnings Per Share (continued) | ||||||||||||
The following table sets forth the components of the numerator and denominator for the computation of basic and diluted earnings per share: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(amounts in thousands, except per share data) | ||||||||||||
Loss from continuing operations | $ | (31,534 | ) | $ | (54,250 | ) | $ | (20,745 | ) | |||
Less: Income attributable to noncontrolling interest in subsidiary | 249 | — | — | |||||||||
Loss from continuing operations attributable to common shareholders | (31,783 | ) | (54,250 | ) | (20,745 | ) | ||||||
Income (loss) from discontinued operations, net of income taxes | — | 2,281 | (21,476 | ) | ||||||||
Net loss attributable to common shareholders | $ | (31,783 | ) | $ | (51,969 | ) | $ | (42,221 | ) | |||
Basic (loss) income per share attributable to common shareholders | ||||||||||||
Continuing operations | $ | (1.02 | ) | $ | (1.75 | ) | $ | (0.67 | ) | |||
Discontinued operations | — | 0.07 | (0.70 | ) | ||||||||
Net loss | $ | (1.02 | ) | $ | (1.68 | ) | $ | (1.37 | ) | |||
Diluted (loss) income per share attributable to common shareholders | ||||||||||||
Continuing operations | $ | (1.02 | ) | $ | (1.75 | ) | $ | (0.67 | ) | |||
Discontinued operations | — | 0.07 | (0.70 | ) | ||||||||
Net loss | $ | (1.02 | ) | $ | (1.68 | ) | $ | (1.37 | ) | |||
Weighted-average number of shares outstanding-basic | 31,190 | 31,009 | 30,843 | |||||||||
Plus dilutive equity awards | — | — | — | |||||||||
Weighted-average number of shares outstanding-diluted | 31,190 | 31,009 | 30,843 | |||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions |
The Company provides services to hospitals which are affiliated with certain members of the Company’s Board of Directors. Management believes the pricing for the Company’s services is consistent with its other hospital customers. Revenue related to these transactions was $17.8 million, $3.9 million and $3.8 million in 2014, 2013 and 2012, respectively. Accounts receivable due from these hospitals at December 31, 2014 and 2013 were $2.0 million and $0.8 million, respectively. | |
In connection with the acquisition of MSN, the Company acquired a 68% ownership interest in InteliStaf of Oklahoma, LLC, a joint venture between the Company and a hospital system. The Company provides staffing services to the hospital system. Revenue related to these services was $4.7 million during the period of July 1, 2014 through December 31, 2014. At December 31, 2014, the Company had a receivable balance of $0.9 million and a payable balance of $0.1 million relating to these staffing services. |
Segment_Information
Segment Information | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Segment Information | Segment Information | |||||||||||
In accordance with the Segment Reporting Topic of the FASB ASC, the Company reports three business segments – Nurse and Allied Staffing, Physician Staffing, and Other Human Capital Management Services. The Company manages and segments its business based on the services it offers to its customers as described below: | ||||||||||||
• | Nurse and Allied Staffing - Nurse and Allied Staffing provides traditional staffing, including temporary and permanent placement of travel nurses and allied professionals, and branch-based local nurses and allied staffing. Its clients include: public and private acute-care and non-acute care hospitals, government facilities, schools, outpatient clinics, | |||||||||||
17. Segment Information (continued) | ||||||||||||
ambulatory care facilities, retailers, and many other healthcare providers throughout the U.S. The Company aggregates its various brands that it markets to its customers in this business segment. | ||||||||||||
• | Physician Staffing – Physician Staffing provides physicians in many specialties, certified registered nurse anesthetists (CRNAs), nurse practitioners (NPs), and physician assistants (PAs) under the Company's Medical Doctor Associates (MDA) and Saber-Salisbury brands as independent contractors on temporary assignments throughout the U.S. at various healthcare facilities, such as acute and non-acute care facilities, medical group practices, government facilities, and managed care organizations. The Physician Staffing business also provides certain other employees on a temporary basis to its customers. | |||||||||||
• | Other Human Capital Management Services - Other Human Capital Management Services provides education and training programs to the healthcare industry and retained and contingent search services for physicians and healthcare executives, 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, total 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 of such information to loss from continuing operations for the periods indicated are as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 (a) | 2012 (a) | ||||||||||
(amounts in thousands) | ||||||||||||
Revenue from unaffiliated customers: | ||||||||||||
Nurse and Allied Staffing | $ | 457,034 | $ | 271,563 | $ | 272,136 | ||||||
Physician Staffing | 123,306 | 128,781 | 129,162 | |||||||||
Other Human Capital Management Services | 37,485 | 37,967 | 41,337 | |||||||||
$ | 617,825 | $ | 438,311 | $ | 442,635 | |||||||
Contribution income: (b) | ||||||||||||
Nurse and Allied Staffing | $ | 36,326 | $ | 18,424 | $ | 10,277 | ||||||
Physician Staffing | 6,700 | 8,939 | 10,863 | |||||||||
Other Human Capital Management Services | 514 | 746 | 1,943 | |||||||||
43,540 | 28,109 | 23,083 | ||||||||||
Unallocated corporate overhead | 27,770 | 21,844 | 21,701 | |||||||||
Depreciation | 3,866 | 3,886 | 4,905 | |||||||||
Amortization | 3,575 | 2,294 | 2,263 | |||||||||
Acquisition and integration costs | 7,957 | 473 | — | |||||||||
Restructuring costs | 840 | 484 | — | |||||||||
Legal settlement charge | — | 750 | — | |||||||||
Impairment charges (c) | 10,000 | 6,400 | 18,732 | |||||||||
Loss from operations | $ | (10,468 | ) | $ | (8,022 | ) | $ | (24,518 | ) | |||
_______________ | ||||||||||||
(a) | In 2014, the Company reclassified the revenue and contribution income of certain higher level staffing professionals previously included with Nurse and Allied Staffing to Physician Staffing. In addition, in 2014, the Company refined its methodology for allocating certain corporate overhead expenses to its Nurse and Allied Staffing segment to more | |||||||||||
17. Segment Information (continued) | ||||||||||||
accurately reflect the segment’s profitability. Prior year information has been reclassified to conform to current year presentation. | ||||||||||||
(b) | The Company defines contribution income as loss from operations before depreciation, amortization, acquisition and integration costs, 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 ASC 280, Segment Reporting Topic of the FASB ASC. | |||||||||||
(c) | During the years ended December 31, 2014 and 2013, the Company recorded trade names impairment charges of $10.0 million and $6.4 million, respectively. During the year ended December 31, 2012, the Company recorded pretax impairment charges in its continuing operations of $18.7 million. See Note 5 - Goodwill, Trade Names, and Other Identifiable Intangible Assets for further information. |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) | |||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter (a) | Quarter (b) | Quarter (c) | Quarter (d) | |||||||||||||
2014 | (amounts in thousands) | |||||||||||||||
Revenue from services | $ | 118,091 | $ | 122,656 | $ | 188,944 | $ | 188,134 | ||||||||
Gross profit | 30,450 | 32,436 | 47,277 | 47,641 | ||||||||||||
Loss from continuing operations, net of tax | (782 | ) | (3,181 | ) | (7,484 | ) | (20,087 | ) | ||||||||
Income (loss) from discontinued operations, net of tax | — | — | — | — | ||||||||||||
Consolidated net loss | (782 | ) | (3,181 | ) | (7,484 | ) | (20,087 | ) | ||||||||
Less: Net income attributable to noncontrolling interest in subsidiary | — | — | 118 | 131 | ||||||||||||
Net loss attributable to common shareholders | (782 | ) | (3,181 | ) | (7,602 | ) | (20,218 | ) | ||||||||
Basic (loss) income per share attributable to common shareholders | ||||||||||||||||
Continuing operations | $ | (0.03 | ) | $ | (0.10 | ) | $ | (0.24 | ) | $ | (0.65 | ) | ||||
Discontinuing operations | — | — | — | — | ||||||||||||
Net loss | $ | (0.03 | ) | $ | (0.10 | ) | $ | (0.24 | ) | $ | (0.65 | ) | ||||
Diluted (loss) income per share attributable to common shareholders | ||||||||||||||||
Continuing operations | $ | (0.03 | ) | $ | (0.10 | ) | $ | (0.24 | ) | $ | (0.65 | ) | ||||
Discontinuing operations | — | — | — | — | ||||||||||||
Net loss | $ | (0.03 | ) | $ | (0.10 | ) | $ | (0.24 | ) | $ | (0.65 | ) | ||||
First | Second | Third | Fourth | |||||||||||||
Quarter (e) | Quarter | Quarter | Quarter (f) | |||||||||||||
2013 | (amounts in thousands) | |||||||||||||||
Revenue from services | $ | 110,316 | $ | 110,768 | $ | 108,048 | $ | 109,179 | ||||||||
Gross profit | 28,876 | 27,838 | 28,184 | 28,562 | ||||||||||||
(Loss) income from continuing operations, net of tax | (1,346 | ) | (1,435 | ) | 1,453 | (52,922 | ) | |||||||||
Income (loss) from discontinued operations, net of tax | 2,504 | (22 | ) | (539 | ) | 338 | ||||||||||
Consolidated net income (loss) | 1,158 | (1,457 | ) | 914 | (52,584 | ) | ||||||||||
Less: Net income attributable to noncontrolling interest in subsidiary | — | — | — | — | ||||||||||||
Net income (loss) attributable to common shareholders | 1,158 | (1,457 | ) | 914 | (52,584 | ) | ||||||||||
Basic (loss) income per share attributable to common shareholders | ||||||||||||||||
Continuing operations | $ | (0.04 | ) | $ | (0.05 | ) | $ | 0.05 | $ | (1.70 | ) | |||||
Discontinuing operations | 0.08 | — | (0.02 | ) | 0.01 | |||||||||||
Net income (loss) | $ | 0.04 | $ | (0.05 | ) | $ | 0.03 | $ | (1.69 | ) | ||||||
Diluted (loss) income per share attributable to common shareholders | ||||||||||||||||
Continuing operations | $ | (0.04 | ) | $ | (0.05 | ) | $ | 0.05 | $ | (1.70 | ) | |||||
Discontinuing operations | 0.08 | — | (0.02 | ) | 0.01 | |||||||||||
Net income (loss) | $ | 0.04 | $ | (0.05 | ) | $ | 0.03 | $ | (1.69 | ) | ||||||
________________ | ||||||||||||||||
18. Quarterly Financial Data (Unaudited) (continued) | ||||||||||||||||
(a) | During the first quarter of 2014, the Company recorded acquisition and integration costs of 0.3 million. See Note 3 - Acquisitions. | |||||||||||||||
(b) | During the second quarter of 2014, the Company recorded acquisition and integration costs of $2.7 million. See Note 3 - Acquisitions. | |||||||||||||||
(c) | On June 30, 2014, the Company acquired substantially all of the assets and certain liabilities of Medical Staffing Network Healthcare, LLC. The acquisition has been accounted for in accordance with FASB ASC 805, Business Combinations, using the acquisition method. The results of the acquisition's operations have been included in the consolidated statements of operations from July 1, 2014 due to their immaterial impact on June 30, 2014, the date of the acquisition. See Note 3 - Acquisitions. During the third quarter of 2014, the Company recorded acquisition and integration costs of $2.4 million and a change in fair value of convertible notes derivative liability of $7.3 million. See Note 3 - Acquisitions and Note 9 - Convertible Notes Derivative Liability. | |||||||||||||||
(d) | During the fourth quarter of 2014, the Company recorded acquisition and integration costs of $2.5 million, a trade name impairment charge of $10.0 million, and a change in fair value of convertible notes derivative liability of $9.4 million. See Note 3 - Acquisitions, Note 5 - Goodwill, Trade Names, and Other Identifiable Intangible Assets, and Note 9 - Convertible Notes Derivative Liability. | |||||||||||||||
(e) | The Company sold its Clinical Trial Services business on February 15, 2013. The Clinical Trial Services business has been classified as discontinued operations. The transaction resulted in a gain on sale of $4.0 million pretax, or $2.1 million after tax. See Note 4 – Discontinued Operations. | |||||||||||||||
(f) | On December 2, 2013, the Company acquired the operating assets of On Assignment, Inc.’s Allied Healthcare Staffing division. The acquisition has been accounted for in accordance with FASB ASC Topic 805, Business Combinations, using the acquisition method. The results of these allied healthcare staffing operations have been included in the Company's consolidated statements of operations since December 2, 2013, the date of the acquisition. See Note 3 - Acquisitions. During the fourth quarter of 2013, the Company recorded a deferred tax assets valuation allowance of approximately $48.4 million and a trade names impairment charge of $6.4 million. See Note 13 - Income Taxes and Note 5 - Goodwill, Trade Names, and Other Identifiable Intangible Assets. |
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ||||||||||||||||||||||||
Schedule II - Valuation and Qualifying Accounts | Schedule II | |||||||||||||||||||||||
CROSS COUNTRY HEALTHCARE, INC. | ||||||||||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||||||||||
FOR THE YEARS ENDED DECEMBER 31, 2014, 2013, AND 2012 | ||||||||||||||||||||||||
Balance at | Charged to | Write-offs | Recoveries | Other | Balance at | |||||||||||||||||||
Beginning | Costs and | Changes | End | |||||||||||||||||||||
of Period | Expenses | of Period | ||||||||||||||||||||||
(amounts in thousands) | ||||||||||||||||||||||||
Allowance for Doubtful Accounts | ||||||||||||||||||||||||
Year ended December 31, 2014 | $ | 1,651 | $ | 1,016 | $ | (1,257 | ) | $ | 15 | $ | — | $ | 1,425 | |||||||||||
Year ended December 31, 2013 | $ | 1,841 | $ | 1,078 | $ | (1,324 | ) | $ | 56 | $ | — | $ | 1,651 | |||||||||||
Year ended December 31, 2012 | $ | 2,180 | $ | 786 | $ | (913 | ) | $ | 16 | $ | (228 | ) | (a) | $ | 1,841 | |||||||||
Valuation Allowance for Deferred Tax Assets | ||||||||||||||||||||||||
Year ended December 31, 2014 | $ | 52,001 | $ | 12,038 | (b) | $ | — | $ | — | $ | (423 | ) | (c) | $ | 63,616 | |||||||||
Year ended December 31, 2013 | $ | 4,033 | $ | 48,406 | (d) | $ | (438 | ) | $ | — | $ | — | $ | 52,001 | ||||||||||
Year ended December 31, 2012 | $ | 3,678 | $ | 355 | (e) | $ | — | $ | — | $ | — | $ | 4,033 | |||||||||||
________________ | ||||||||||||||||||||||||
(a) | Represents the reclassification of the allowance for doubtful accounts related to Assets Held for Sale. See Note 4 – Discontinued Operations. | |||||||||||||||||||||||
(b) | Related to deferred tax assets. | |||||||||||||||||||||||
(c) | Related to foreign valuation allowance adjustment. | |||||||||||||||||||||||
(d) | Related to deferred tax assets, Cyprus NOL's, and reversal of deferred tax assets related to the Clinical Trial Services business. | |||||||||||||||||||||||
(e) | Related to deferred tax assets on state net operating losses and a particular subsidiary’s state portion of its deferred tax asset that arose from goodwill impairment. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates | |
The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts in the 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, share-based compensation, accruals for health, workers’ compensation and professional liability claims, valuation of deferred tax assets and the purchase price allocation, derivative liability, legal contingencies, future contingent considerations, income taxes, and sales and other non-income tax liabilities. Accrued insurance 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. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents | |
The Company considers all investments with original maturities of three months or less to be cash and cash equivalents. The Company invests its excess cash in highly rated overnight funds and other highly rated liquid accounts. The Company is 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 does not currently anticipate nonperformance by any of its significant counterparties. | ||
Interest income on cash and cash equivalents is included in other (income) expense, net, on the Company’s consolidated statements of operations. | ||
Accounts Receivable, Allowance for Doubtful Accounts, and Concentration of Credit Risk | Accounts Receivable, Allowance for Doubtful Accounts, and Concentration of Credit Risk | |
Accounts receivable potentially subject the Company to concentrations of credit risk. The Company’s customers are primarily healthcare providers, and accounts receivable represent amounts due from them. The Company generally does not require collateral and mitigates its credit risk by performing credit evaluations and monitoring at-risk accounts. The allowance for | ||
2. Summary of Significant Accounting Policies (continued) | ||
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 the customer. The Company’s contract terms typically require payment between 15 to 60 days from the date services are provided and are considered past due based on the particular negotiated contract terms. The majority of the Company's business activity is with hospitals located throughout the United States. No single customer accounted for more than 10% of the Company’s accounts receivable balance as of December 31, 2014 and 2013, or revenue for the years ended December 31, 2014, 2013 and 2012. | ||
Prepaid Rent and Deposits | Prepaid Rent and Deposits | |
The Company leases apartments for eligible field employees under short-term agreements (typically three to six months), which generally coincide with each employee’s staffing contract. Costs relating to these leases are included in direct operating expenses on the accompanying consolidated statements of operations. As a condition of these agreements, the Company may place security deposits on the leased apartments. Deposits on field employees’ apartments related to these short-term agreements are included in other current assets on the accompanying consolidated balance sheets. | ||
Property and Equipment | Property and Equipment | |
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is determined on a straight-line basis over the estimated useful lives of the assets, which generally range from three to seven years. Leasehold improvements are depreciated over the shorter of their estimated useful life or the term of the individual lease. Depreciation related to assets recorded under capital lease obligations is included in depreciation expense on the consolidated statements of operations and calculated using the straight-line method over the term of the related capital lease. | ||
Certain software development costs have been capitalized in accordance with the provisions of the Intangibles-Goodwill and Other/Internal-Use Software Topic of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Such costs include charges for consulting services and costs for personnel associated with programming, coding, and testing such software. Amortization of capitalized software costs begins when the software is ready for use and is included in depreciation expense in the accompanying consolidated statements of operations. Software development costs are being amortized using the straight-line method over three to five years. | ||
Goodwill, Trade Names, and Other Identifiable Intangible Assets | Goodwill, Trade Names, and Other Identifiable Intangible Assets | |
Goodwill represents the excess of purchase price and related costs over the fair value assigned to the net tangible and identifiable intangible assets of businesses acquired. Other identifiable intangible assets with definite lives are being amortized using the straight-line method over their estimated useful lives which range from 5 to 16 years. Goodwill and certain intangible assets with indefinite lives are not amortized. Instead, in accordance with the Intangibles-Goodwill and Other Topic of the FASB ASC, these assets are reviewed for impairment annually at the beginning of the fourth quarter, and whenever circumstances occur indicating potential impairment, with any related losses recognized in earnings and included in the caption impairment charges on the consolidated statement of operations. | ||
Historically, the Company completed the annual goodwill impairment test as of December 31 of each fiscal year. During the quarter ended September 30, 2014, the Company voluntarily changed the date of its goodwill and other indefinite-lived intangible assets impairment testing from December 31 to the first day of its fourth quarter. This voluntary change is preferable under the circumstances as it provides the Company with additional time to complete its annual goodwill and indefinite-lived intangible asset impairment testing in advance of its year-end reporting. The voluntary change in accounting principle related to the annual testing date will not delay, accelerate, or avoid an impairment charge. This change is not applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively. | ||
2. Summary of Significant Accounting Policies (continued) | ||
If, after assessing the totality of events and circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, the quantitative impairment test is unnecessary. The performance of the quantitative impairment test involves a two-step process. The first step in its annual impairment assessment requires the Company to determine the fair value of each of its reporting units and compare it to the reporting unit’s carrying amount. The Company determines its reporting units by identifying components of its operating segments that constitute a business for which discrete financial information is available and management regularly reviews the operating results of that component. The Company has four reporting units that it reviews for impairment: 1) Nurse and Allied Staffing, 2) Physician Staffing, 3) Retained Search, and 4) Education and Training. | ||
In its impairment analysis, the Company determines the fair value of its reporting units based on a combination of inputs including Level 3 inputs such as discounted cash flows which are not observable from the market, directly or indirectly, as well as inputs such as pricing multiples from publicly traded guideline companies and the market capitalization of the Company, including an estimated premium an investor would pay for a controlling interest. If the reporting unit’s carrying value exceeds its fair value, the Company then determines the amount of the impairment charge, if any. The Company recognizes an impairment charge if the carrying value of the reporting unit’s goodwill exceeds its implied fair value. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. However, fair values that could be realized in an actual transaction may differ from those used to evaluate the potential impairment of goodwill. | ||
Long-lived assets and identifiable intangible assets with definite lives are evaluated for impairment in accordance with the Property, Plant, and Equipment Topic of the FASB ASC. In accordance with this Topic, long-lived assets and definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. | ||
Recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset group to the future undiscounted net cash flow that is expected to be generated by those assets. If such assets are considered to be impaired, the impairment charge recognized is the amount by which the carrying amounts of the assets exceeds the fair value of the assets. See Note 5 – Goodwill, Trade Names, and Other Identifiable Intangible Assets for further information. | ||
Debt Discount and Debt Issuance Costs | Debt Discount and Debt Issuance Costs | |
Stated discounts on proceeds, and other fees reimbursed to lender, as well as the initial value of any embedded derivative features of the Convertible Notes and Term Loans, as defined in Note 8 - Long-Term Debt, are treated as a discount associated with the respective debt instrument and presented in the balance sheet as an offset to the carrying amount of the debt. Discounts are amortized to interest expense using the effective interest rate method, or a method that approximates the effective interest rate method, over the expected life of the debt. | ||
Deferred costs related to the issuance of Convertible Notes and Term Loans, as defined in Note 8 - Long-Term Debt, are capitalized and amortized using the effective interest method. Deferred costs related to the issuance of the Company’s Senior Secured Asset-based Loan, as defined in Note 8 – Long-Term Debt, have been capitalized and amortized using the straight line method, over the term of the related credit agreement. | ||
Derivative Financial Instruments | Derivative Financial Instruments | |
The Company evaluates embedded conversion features within convertible debt under FASB ASC 815, Derivatives and Hedging, to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded within other expenses (income) on our consolidated statements of operations. The Company uses a trinomial lattice model to estimate the fair value of embedded conversion and redemption features in its convertible debt at the end of each applicable reporting period. Changes in the fair value of these derivatives during each reporting period are reported in the consolidated statement of operations. The fair value at inception has been recorded as debt discount and is being amortized to interest expense over the term of the note using the effective interest method or another method that approximates the effective interest method. | ||
Sales and Other State Non-income Tax Liabilities | Sales and Other State Non-income Tax Liabilities | |
The Company accrues sales and other state 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. | ||
Reserves for Claims | Reserves for Claims | |
The Company provides workers’ compensation insurance coverage, professional liability coverage, and health care benefits for eligible employees. The Company records its estimate of the ultimate cost of, and reserves for workers' compensation and professional liability benefits based on actuarial models prepared or reviewed by an independent actuary using the Company’s loss history as well as industry statistics. The health care insurance accrual is for estimated claims that have occurred but have not been reported and is based on the Company’s historical claim submission patterns. Furthermore, in determining its reserves, the Company includes reserves for estimated claims incurred but not reported as well as unfavorable claims development (IBNR). | ||
The Other Expenses/Insurance Costs Topic of FASB ASC 720, previously issued authoritative accounting guidance in the area of insurance contracts and related activity thereto. ASC 720 concluded that, under circumstances such as in the Company’s insured professional liability and workers' compensation policies, since a right of legal offset does not exist due to the fact that there are three parties to an incurred claim, the insured, the insurer, and the claimant, the related liability to the claimant should be classified separately on a gross basis with a separate related receivable from the insurer recognized as being due from insurance carriers. Accordingly, the Company’s consolidated balance sheets as of December 31, 2014 and 2013 reflect the related short-term liabilities in accrued compensation and benefits and the related long-term liabilities as long-term accrued claims, and the short-term receivable portion as insurance recovery receivable and the long-term portion as non-current insurance recovery receivable. See Note 7 – Balance Sheet Details. The ultimate cost of workers’ compensation, professional liability, and health insurance claims will depend on actual amounts incurred to settle those claims and may differ from the amounts reserved by the Company for those claims. | ||
Workers’ compensation benefits are provided under a partially self-insured plan. The Company has letters of credit to guarantee payments of claims. At December 31, 2014 and 2013, respectively, the Company had outstanding approximately $21.5 million and $6.4 million standby letters of credit as collateral to secure the self-insured portion of this plan. | ||
The Company has occurrence-based primary professional liability policies that provide each working professional in its nurse and allied healthcare business with coverage. In addition, the Company has an occurrence-based professional liability policy for its independent contractor physicians and advance practitioners which is insured by a wholly-owned subsidiary (the "Captive"). Under the terms of the Captive’s reinsurance policy there is a requirement to guarantee the payment of claims to its insured party’s primary medical malpractice insurance carrier via a letter of credit. As of December 31, 2014 and 2013, the value of the letter of credit was $5.0 million. | ||
Subject to certain limitations, the Company also has umbrella liability coverage for its working nurses and allied healthcare professionals. While this umbrella coverage does not extend to professional liability claims against its independent contractor physicians and advance practitioners, it does cover claims brought against all of the Company’s subsidiaries for non-patient general liability. | ||
Revenue Recognition | Revenue Recognition | |
The Company recognizes revenue when it is earned and when all of the following criteria are met: persuasive evidence of the arrangement exists; delivery has occurred or the service has been provided and the Company has no remaining obligations; the fee is fixed or determinable; and collectability is reasonably assured. The Company includes reimbursed expenses in revenues, | ||
and the associated amounts of reimbursable expenses in cost of services. | ||
2. Summary of Significant Accounting Policies (continued) | ||
Temporary Staffing Revenue | ||
Revenue from services consists primarily of temporary staffing revenue. Revenues from temporary staffing, net of sales adjustments and discounts, are recognized when earned, based on hours worked by the Company’s healthcare professionals. Accordingly, accounts receivable includes estimated revenue for employees’ and independent contractors’ time worked but not yet invoiced. At December 31, 2014 and 2013, such estimated accrued revenue is approximately $21.9 million and $11.0 million, respectively. | ||
Permanent Placement | ||
Revenue on permanent placements is recognized when services provided are substantially completed. The Company does not, in the ordinary course of business, provide refunds. If a candidate leaves a permanent placement within a relatively short period of time, it is customary for the Company to provide a replacement at no additional cost. | ||
Gross Versus Net Policies | ||
The Company records revenue on a gross basis as a principal or on a net basis as an agent depending on the arrangement, as follows: | ||
Managed Service Programs Arrangements | ||
The Company has entered into certain contracts with acute care facilities to provide comprehensive managed service programs (MSP) services. Under these contract arrangements, the Company uses its healthcare professionals along with those of third-party subcontractors to fulfill customer orders. If its healthcare professional is used, revenue is recorded on a gross basis. If a subcontractor is used, the customer is invoiced for their services and, a subcontractor liability is recorded in accrued expenses, but only the resulting administrative fee is recognized as revenue. The subcontractor is paid after the Company has received payment from the acute care facility. The Company determined that it acts as an agent in these arrangements based on the following factors: | ||
• | The subcontractor is the primary obligor in the arrangement and is responsible for fulfillment. | |
• | The amount the Company earns is fixed, typically a stated percentage of the amount billed to the customer. | |
• | The subcontractor bears the credit risk, not the Company. | |
Physician Staffing | ||
In the Company’s Physician Staffing business, revenue is recorded on a gross basis as a principal versus on a net basis as an agent in the consolidated statement of operations. The Company has determined that gross reporting as a principal is the appropriate accounting treatment based upon the following factors: | ||
• | The Company maintains the direct contractual relationship with the customer. | |
• | The Company performs part of the service by credentialing all of the providers and providing them with professional liability insurance. | |
• | The Company establishes the price for its services. | |
• | The Company bears the risk and rewards of the transaction including credit risk if the customer fails to pay for services performed. | |
Education and Training | ||
Revenue from the Company’s Education and Training services is recognized as the independent contractor-led seminars are performed. In the Company’s Education and Training business, revenue is recorded in the consolidated statement of operations on a gross basis as a principal versus on a net basis as an agent. The Company has determined that gross reporting as a principal is the appropriate accounting treatment based upon the following factors: | ||
• | The Company bears the risk and rewards of the transaction including credit risk if the customer fails to pay for services performed. | |
2. Summary of Significant Accounting Policies (continued) | ||
• | The Company performs part of the service by being involved with the program development and handling accreditation of the courses. | |
• | The Company establishes the price for its service. | |
Deferred Revenue | ||
Amounts collected in advance of the services being substantially complete are recorded as deferred revenue in other current liabilities on the consolidated balance sheets. At December 31, 2014 and 2013, the Company had $1.2 million and $1.3 million, respectively, recorded as deferred revenue included in other current liabilities on the accompanying consolidated balance sheets. | ||
Share-Based Compensation | Share-Based Compensation | |
The Company has, from time to time, granted stock options, stock appreciation rights, performance-based share awards, and restricted stock for a fixed number of common shares to employees. In accordance with the Compensation-Stock-Compensation Topic of the FASB ASC, companies may choose from alternative valuation models. The Company uses the Black-Scholes method of valuing its options and stock appreciation rights. The Company has elected to recognize compensation expense on a straight-line basis over the requisite service period of the entire award. The Company values its restricted stock awards and the fair value of its performance-based share awards by reference to the Company’s stock price on the date of grant. | ||
The Company granted performance-based share awards to certain key personnel pursuant to its 2014 Omnibus Incentive Plan as described in Note 14- Stockholders' Equity. Pursuant to the Plan, the number of target shares that will vest are determined based on the level of attainment of the targets. If the minimum level of performance is attained, and restricted stock issued, they will vest on December 31, 2016. The Company recognizes performance-based restricted stock as compensation expense based on the most likely probability of attaining the prescribed performance and over the requisite service period beginning at its grant date and through the date the restricted stock vests. | ||
The Company uses historical data of options with similar characteristics to estimate pre-vesting option forfeitures, as it believes that historical behavior patterns are the best indicators of future behavior patterns. Compensation expense related to share-based payments is included in selling, general and administrative expenses in the consolidated statements of operations and totaled $1.4 million; $2.1 million and $2.6 million, during the years ended December 31, 2014, 2013 and 2012, respectively. Because the Company has a full valuation allowance on its deferred tax assets, the granting and exercise of share-based payments during the years ended December 31, 2014 and 2013 had no impact on the income tax provision. For the year ended December 31, 2012, related deferred tax benefits of approximately $1.0 million were recorded. See Note 14 – Stockholders’ Equity for further information about the Company’s current share-based compensation programs. | ||
Advertising | Advertising | |
The Company’s advertising expense consists primarily of direct mail marketing, online advertising, print media, and promotional material. Advertising costs are expensed as incurred and were approximately $4.1 million for the year ended December 31, 2014 and $3.2 million for the years ended December 31, 2013 and 2012. Direct response advertising costs associated with the Company’s education and training services are capitalized when the Company determines that there is a reasonable expectation that the cost of the incurred advertising will be recovered from the gross profit generated by the advertised event and expensed when the related event takes place. At December 31, 2014 and 2013, approximately $1.0 million and $1.3 million, respectively, of these costs are included in prepaid expenses on the consolidated balance sheets. | ||
Restructuring Costs | Restructuring Costs | |
Restructuring costs included in the consolidated statements of operations are primarily related to senior management employee severance pay. | ||
Operating Leases | Operating Leases | |
The Company accounts for all operating leases on a straight-line basis over the term of the lease. In accordance with the provisions of the Leases Topic of the FASB ASC, any incentives or rent escalations are also recognized on a straight-line basis over the term of the lease. | ||
Income Taxes | Income Taxes | |
The Company accounts for income taxes under the Income Taxes Topic of the FASB ASC. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. | ||
The Company recognizes in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. See Note 13 - Income Taxes for further information. | ||
The Company records valuation allowances to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The assessment of whether or not a valuation allowance is required often requires significant judgment, including the long-range forecast of future taxable income and the evaluation of tax planning initiatives. Adjustments to the deferred tax valuation allowances are made to earnings in the period when such assessments are made. Due to the historical losses from the Company's operations, it has recorded a full valuation allowance on its deferred tax assets. | ||
Comprehensive Loss | Comprehensive Loss | |
Total comprehensive loss includes net income or loss, foreign currency translation adjustments, reclassification of foreign currency adjustments, write-down of marketable securities, 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 subsidiaries use their respective local currency as their functional currency. In accordance with the Foreign Currency Matters Topic of the FASB ASC, assets and liabilities of these operations are translated at the exchange rates in effect on the balance sheet date. Income statement items are translated at the average exchange rates for the period. The cumulative impact of currency fluctuations related to the balance sheet translation is included in accumulated other comprehensive loss in the accompanying consolidated balance sheets and was approximately $1.1 million at December 31, 2014 and 2013. | ||
The Company adopted FASB issued ASU 2013-2, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-2) for its consolidated financial statements in the first quarter of 2013. 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. | ||
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. | ||
2. Summary of Significant Accounting Policies (continued) | ||
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). 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 consolidated statements of operations. | ||
During the periods ended December 31, 2014 and 2013, $0.2 million of income tax expense and $0.2 million of income tax benefit, respectively, related to foreign currency translation adjustments were included on the Company's consolidated statements of comprehensive loss. During December 31, 2012 an immaterial amount of income tax expense related to the Company's marketable securities was included on the Company's consolidated statements of comprehensive loss. | ||
Fair Value Measurements | Fair Value Measurements | |
The Company complies with the provisions of the Fair Value Measurements and Disclosures Topic of the FASB ASC, which defines fair value, establishes a framework for measuring fair value under U.S. generally accepted accounting principles and expands disclosures about fair value measurements. As of December 31, 2014 and 2013, the Company’s financial assets and liabilities required to be measured on a recurring basis were its indemnity escrow receivable, its deferred compensation liability, its convertible notes derivative liability and its contingent consideration receivable. See Note 10 – Fair Value Measurements for relevant disclosures. | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |
In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity to reduce diversity in practice for reporting discontinued operations. Under the previous guidance, any component of an entity that was a reportable segment, an operating segment, a reporting unit, a subsidiary, or an asset group was eligible for discontinued operations presentation. The revised guidance only allows disposals of components of an entity that represent a strategic shift (e.g., disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity) and that have a major effect on a reporting entity’s operations and financial results to be reported as discontinued operations. The revised guidance also requires expanded disclosure in the financial statements for discontinued operations as well as for disposals of significant components of an entity that do not qualify for discontinued operations presentation. The updated guidance is effective for periods beginning after December 15, 2014. The Company had operations that were reported as discontinued operations for the years ended December 31, 2013 and 2012. The Company did not adopt this guidance. | ||
In May 2014, the FASB and the International Accounting Standards Board (IASB) jointly issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606), which clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP and International Financial Reporting Standards (IFRS). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The ASU is effective for public entities for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted under GAAP and retrospective application is permitted, but not required. The Company is currently evaluating the impact of adopting this guidance on its financial position and results of operations. |
Acquisitions_Acquisitions_Tabl
Acquisitions Acquisitions (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information approximates the consolidated results of operations of the Company as if the MSN and allied staffing business acquisitions had occurred as of January 1, 2013, after giving effect to certain adjustments, including additional interest expense on the amount the Company borrowed on the date of the transaction, the amortization of acquired intangible assets, and the elimination of certain expenses that will not be recurring in post-acquisition periods, net of an estimated income tax impact. These adjustments include removing transaction-related expenses of approximately $6.2 million for the year ended December 31, 2014, related to the MSN acquisition. These results are not necessarily indicative of future results as they do not include incremental investments in support functions, elimination of costs for integration or operating synergies, estimates of the changes in the fair value of the embedded derivative in our Convertible Notes or an estimate of any impact on interest expense resulting from the operating cash flow of the acquired business, among other adjustments that could be made in the future but are not factually supportable on the date of the transaction. | |||||||
3. Acquisitions (continued) | ||||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
(unaudited, amounts in thousands except per share data) | ||||||||
Revenue from services | $ | 739,895 | $ | 705,477 | ||||
Net loss attributable to common shareholders | $ | (29,797 | ) | $ | (66,232 | ) | ||
Net loss per common share attributable to common shareholders - basic | $ | (0.96 | ) | $ | (2.14 | ) | ||
Net loss per common share attributable to common shareholders - diluted | $ | (0.96 | ) | $ | (2.14 | ) | ||
Medical Staffing Network [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the fair value of the assets acquired and liabilities assumed. The Company used a third-party appraiser to determine the fair value and estimated useful lives of acquired assets and liabilities assumed. | |||||||
(amounts in thousands) | ||||||||
Other current assets | $ | 62 | ||||||
Property and equipment | 161 | |||||||
Goodwill | 14,554 | |||||||
Other intangible assets | 14,000 | |||||||
Other assets | 52 | |||||||
Total assets acquired | 28,829 | |||||||
Accrued employee compensation and benefits | 112 | |||||||
Total liabilities assumed | 112 | |||||||
Net assets acquired | $ | 28,717 | ||||||
The following table is an estimate of the fair value of the assets acquired and liabilities assumed. | ||||||||
(amounts in thousands) | ||||||||
Cash acquired | $ | 989 | ||||||
Accounts receivable, net | 37,275 | |||||||
Other current assets | 3,378 | |||||||
Property and equipment | 5,329 | |||||||
Goodwill | 13,381 | |||||||
Other intangible assets | 17,100 | |||||||
Other assets | 2,325 | |||||||
Total assets acquired | 79,777 | |||||||
Accounts payable | 6,736 | |||||||
Accrued employee compensation and benefits | 14,731 | |||||||
Other liabilities | 9,867 | |||||||
Total liabilities assumed | 31,334 | |||||||
Noncontrolling interest | 324 | |||||||
Net assets acquired | $ | 48,119 | ||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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: | ||||||||
Years Ended December 31, | |||||||||
2013 | 2012 | ||||||||
(amounts in thousands) | |||||||||
Revenue | $ | 7,939 | $ | 67,627 | |||||
Income (loss) from discontinued operations before gain on sale and income taxes | 434 | (30,973 | ) | ||||||
Gain on sale of discontinued operations | 3,969 | — | |||||||
Income tax (expense) benefit | (2,122 | ) | 9,497 | ||||||
Income (loss) from discontinued operations, net of income taxes | $ | 2,281 | $ | (21,476 | ) | ||||
Goodwill_and_Other_Identifiabl1
Goodwill and Other Identifiable Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Acquired Intangible Assets | As of December 31, 2014 and 2013, the Company had the following acquired intangible assets: | |||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||
(amounts in thousands) | ||||||||||||||||||||||||
Intangible assets subject to amortization: | ||||||||||||||||||||||||
Databases | $ | 22,425 | $ | 12,893 | $ | 9,532 | $ | 15,925 | $ | 12,103 | $ | 3,822 | ||||||||||||
Customer relationships | 42,004 | 17,870 | 24,134 | 37,304 | 15,125 | 22,179 | ||||||||||||||||||
Non-compete agreements | 3,603 | 3,446 | 157 | 3,603 | 3,406 | 197 | ||||||||||||||||||
$ | 68,032 | $ | 34,209 | $ | 33,823 | $ | 56,832 | $ | 30,634 | $ | 26,198 | |||||||||||||
Intangible assets not subject to amortization: | ||||||||||||||||||||||||
Goodwill | $ | 90,647 | $ | 77,266 | ||||||||||||||||||||
Trade names | 38,201 | 42,301 | ||||||||||||||||||||||
$ | 128,848 | $ | 119,567 | |||||||||||||||||||||
Estimated Annual Amortization Expense | As of December 31, 2014, estimated annual amortization expense for continuing operations is as follows: | |||||||||||||||||||||||
Years Ending December 31: | (amounts in thousands) | |||||||||||||||||||||||
2015 | $ | 3,929 | ||||||||||||||||||||||
2016 | 3,929 | |||||||||||||||||||||||
2017 | 3,885 | |||||||||||||||||||||||
2018 | 3,800 | |||||||||||||||||||||||
2019 | 3,763 | |||||||||||||||||||||||
Thereafter | 14,517 | |||||||||||||||||||||||
$ | 33,823 | |||||||||||||||||||||||
Changes in Carrying Amount of Goodwill by Segment | The changes in the carrying amount of goodwill by segment are as follows: | |||||||||||||||||||||||
Nurse and | Physician | Other Human | Total | |||||||||||||||||||||
Allied Staffing | Staffing | Capital | ||||||||||||||||||||||
Segment | Segment | Management | ||||||||||||||||||||||
Services | ||||||||||||||||||||||||
Segment | ||||||||||||||||||||||||
(amounts in thousands) | ||||||||||||||||||||||||
Balances as of December 31, 2013 | ||||||||||||||||||||||||
Aggregate goodwill acquired | $ | 274,286 | $ | 43,405 | $ | 19,307 | $ | 336,998 | ||||||||||||||||
Accumulated impairment loss (a) | (259,732 | ) | — | — | (259,732 | ) | ||||||||||||||||||
Goodwill, net of impairment loss | 14,554 | 43,405 | 19,307 | 77,266 | ||||||||||||||||||||
Changes to aggregate goodwill in 2014 | ||||||||||||||||||||||||
Goodwill acquired (b) | 13,381 | — | — | 13,381 | ||||||||||||||||||||
Balances as of December 31, 2014 | ||||||||||||||||||||||||
Aggregate goodwill acquired | 287,667 | 43,405 | 19,307 | 350,379 | ||||||||||||||||||||
Accumulated impairment loss | (259,732 | ) | — | — | (259,732 | ) | ||||||||||||||||||
Goodwill, net of impairment loss | $ | 27,935 | $ | 43,405 | $ | 19,307 | $ | 90,647 | ||||||||||||||||
_______________ | ||||||||||||||||||||||||
(a) | A non-cash pretax impairment charge of approximately $241.0 million was recorded to reduce the carrying value of goodwill to its estimated fair value in the fourth quarter of 2008 for its Nurse and Allied Staffing reporting unit. The majority of the goodwill impairment was attributable to the Company’s initial capitalization in 1999, which was accounted for as an asset purchase (See Note 1 – Organization and Basis of Presentation), and subsequent Nurse and Allied Staffing acquisitions made through 2003. In addition, in the second quarter of 2012, a non-cash pretax impairment charge of approximately $18.7 million was recorded for the Company’s Nurse and Allied Staffing reporting unit. See impairment review disclosures that follow. | |||||||||||||||||||||||
(b) | Goodwill acquired from the acquisition of Medical Staffing Network. See Note 3 - Acquisitions. |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||
Property and Equipment | At December 31, 2014 and 2013, property and equipment consist of the following: | |||||||||
December 31, | ||||||||||
Useful Lives | 2014 | 2013 | ||||||||
(amounts in thousands) | ||||||||||
Computer equipment | 3-5 years | $ | 13,572 | $ | 12,115 | |||||
Computer software | 3-5 years | 34,100 | 30,059 | |||||||
Office equipment | 5-7 years | 3,846 | 3,307 | |||||||
Furniture and fixtures | 5-7 years | 3,562 | 1,752 | |||||||
Leasehold improvements | (a) | 4,643 | 3,716 | |||||||
59,723 | 50,949 | |||||||||
Less accumulated depreciation and amortization | (47,590 | ) | (44,779 | ) | ||||||
$ | 12,133 | $ | 6,170 | |||||||
_______________ | ||||||||||
(a) | See Note 2 – Summary of Significant Accounting Policies. |
Balance_Sheet_Details_Tables
Balance Sheet Details (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Balance Sheet Related Disclosures [Abstract] | ||||||||
Balance Sheet Details | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(amounts in thousands) | ||||||||
Insurance recovery receivable: | ||||||||
Insurance recovery for workers’ compensation | $ | 3,316 | $ | 2,093 | ||||
Insurance recovery for professional liability | 2,308 | 1,793 | ||||||
$ | 5,624 | $ | 3,886 | |||||
Non-current insurance recovery receivable: | ||||||||
Insurance recovery for workers’ compensation – long-term | $ | 5,677 | $ | 3,336 | ||||
Insurance recovery for professional liability – long-term | 11,148 | 7,578 | ||||||
$ | 16,825 | $ | 10,914 | |||||
Accrued compensation and benefits: | ||||||||
Salaries and payroll taxes | $ | 8,406 | $ | 6,875 | ||||
Bonuses | 4,050 | 2,200 | ||||||
Accrual for workers’ compensation claims | 6,996 | 3,236 | ||||||
Accrual for health care benefits | 2,206 | 1,385 | ||||||
Accrual for professional liability insurance | 4,652 | 4,091 | ||||||
Accrual for vacation | 2,421 | 1,361 | ||||||
$ | 28,731 | $ | 19,148 | |||||
Long-term accrued claims: | ||||||||
Accrual for workers’ compensation claims | $ | 14,221 | $ | 5,076 | ||||
Accrual for professional liability insurance | 17,847 | 13,227 | ||||||
$ | 32,068 | $ | 18,303 | |||||
Other long-term liabilities: | ||||||||
Deferred compensation | $ | 1,510 | $ | 1,638 | ||||
Deferred rent | 2,453 | 1,777 | ||||||
Other | 47 | — | ||||||
$ | 4,010 | $ | 3,415 | |||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||
Long-term Debt | At December 31, 2014 and 2013, long-term debt consists of the following: | |||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
(amounts in thousands) | ||||||||||||||||
Senior Secured Asset-Based, interest 2.61% and 3.27% at December 31, 2014 and December 31, 2013, respectively | $ | 3,500 | $ | 8,400 | ||||||||||||
Second Lien Term Loan, net of unamortized discount of $1,011, interest 7.50% at December 31, 2014 | 28,989 | — | ||||||||||||||
Convertible Notes, net of unamortized discount of $7,053, interest 8.00% at December 31, 2014 | 17,947 | — | ||||||||||||||
Convertible Notes derivative liability | 23,436 | — | ||||||||||||||
Capital lease obligations | 202 | 176 | ||||||||||||||
Total debt | 74,074 | 8,576 | ||||||||||||||
Less current portion | (3,607 | ) | (8,483 | ) | ||||||||||||
Long-term debt | $ | 70,467 | $ | 93 | ||||||||||||
Aggregate Scheduled Maturities of Debt | As of December 31, 2014, the aggregate scheduled maturities of debt are as follows: | |||||||||||||||
Term Debt | Convertible Notes | Revolver | Capital Leases and | |||||||||||||
Note Payable | ||||||||||||||||
(amounts in thousands) | ||||||||||||||||
Through Years Ending December 31: | ||||||||||||||||
2015 | $ | — | $ | — | 3,500 | 107 | ||||||||||
2016 | — | — | — | 72 | ||||||||||||
2017 | — | — | — | 13 | ||||||||||||
2018 | — | — | — | 8 | ||||||||||||
2019 | 30,000 | — | — | 2 | ||||||||||||
Thereafter | — | 25,000 | — | — | ||||||||||||
Total | $ | 30,000 | $ | 25,000 | $ | 3,500 | $ | 202 | ||||||||
Convertible_Notes_Derivative_L1
Convertible Notes Derivative Liability (Tables) | 12 Months Ended | |
Dec. 31, 2014 | ||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | The inputs into the valuation model are as follows: | |
December 31, 2014 | ||
Closing share price | $12.48 | |
Conversion price | $7.10 | |
Risk free rate | 1.86% | |
Expected volatility | 40% | |
Dividend yield | —% | |
Expected life | 5.5 years |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
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 December 31, 2014 and 2013: | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||
Financial Assets: | (amounts in thousands) | |||||||||||||||
(Level 3) | ||||||||||||||||
Escrow receivable | $ | — | $ | 3,750 | ||||||||||||
Financial Liabilities: | ||||||||||||||||
(Level 1) | ||||||||||||||||
Deferred compensation | $ | 1,510 | $ | 1,638 | ||||||||||||
(Level 3) | ||||||||||||||||
Convertible Notes derivative liability | $ | 23,436 | $ | — | ||||||||||||
Fair Value, Assets and Liabilities Measured on recurring Basis, Unobservable Input Reconciliation | The table which follows reconciles the opening balances to the closing balances for fair value measurements categorized within Level 3 of the fair value hierarchy: | |||||||||||||||
Escrow | Convertible Notes | |||||||||||||||
Receivable | Derivative Liability (a) | |||||||||||||||
(amounts in thousands) | ||||||||||||||||
31-Dec-12 | $ | — | $ | — | ||||||||||||
Additions | 3,750 | — | ||||||||||||||
31-Dec-13 | 3,750 | — | ||||||||||||||
Additions | — | 6,765 | ||||||||||||||
Settlements | (3,750 | ) | — | |||||||||||||
Valuation loss for the period | — | 16,671 | ||||||||||||||
31-Dec-14 | $ | — | $ | 23,436 | ||||||||||||
_______________ | ||||||||||||||||
(a) | Embedded derivative included in long-term debt on consolidated balance sheets. Embedded derivative of $6.8 million added as of June 30, 2014. Change in valuation of derivative for the year ended December 31, 2014 was $16.7 million and is included in other expenses (income) on the consolidated statement of operations. See Note 9 - Convertible Notes Derivative Liability and Note 2 - Summary of Significant Accounting Policies for further information. | |||||||||||||||
Fair Value of Goodwill Measured On Non-Recurring Basis | The table below presents the fair value of the MDA trade names as of December 31, 2014 and 2013. | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||
(amounts in thousands) | ||||||||||||||||
(Level 3) | ||||||||||||||||
MDA trade names | $ | 17,699 | $ | 28,836 | ||||||||||||
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 value of the Company’s significant financial instruments that were not measured at fair value: | |||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
(amounts in thousands) | ||||||||||||||||
Financial Liabilities: | ||||||||||||||||
(Level 2) | ||||||||||||||||
Second Lien Term Loan, net (a) | $ | 28,989 | $ | 29,900 | $ | — | $ | — | ||||||||
Convertible Notes, net (a) | $ | 17,948 | $ | 19,200 | $ | — | $ | — | ||||||||
Senior Secured Asset-Based Loan (b) | $ | 3,500 | $ | 3,500 | $ | 8,400 | $ | 8,400 | ||||||||
_______________ | ||||||||||||||||
(a) | The Second Lien Term Loan and Convertible Notes are reported at their carrying value in the accompanying consolidated balance sheets. The Company determined their fair value, as presented in the table using an income approach, utilizing a discounted cash flow analysis based on current market interest rates for debt issuances with similar remaining years to maturity, adjusted for credit risk. | |||||||||||||||
(b) | Carrying value of the Senior Secured Asset-Based Loan approximates estimated fair value based on the short-term nature and the pricing at varying interest rates. | |||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Future Minimum Lease Payments | Future minimum lease payments, as of December 31, 2014, associated with these agreements with terms of one year or more are as follows: | |||
Through Year Ending December 31: | (amounts in thousands) | |||
2015 | $ | 7,202 | ||
2016 | 5,581 | |||
2017 | 3,884 | |||
2018 | 1,613 | |||
2019 | 486 | |||
Thereafter | 2,146 | |||
$ | 20,912 | |||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Components of Income (Loss) Before Income Taxes | The components of the Company’s loss before income taxes are as follows: | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(amounts in thousands) | ||||||||||||
United States | $ | (33,574 | ) | $ | (11,216 | ) | $ | (28,599 | ) | |||
Foreign | 2,256 | 1,177 | 1,704 | |||||||||
$ | (31,318 | ) | $ | (10,039 | ) | $ | (26,895 | ) | ||||
Components of Income Tax Expense (Benefit) | The components of the Company’s income tax expense (benefit) are as follows: | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(amounts in thousands) | ||||||||||||
Continuing operations: | ||||||||||||
Current | ||||||||||||
Federal | $ | — | $ | — | $ | 412 | ||||||
State | 811 | 540 | 812 | |||||||||
Foreign | 262 | 416 | 1,561 | |||||||||
Total | 1,073 | 956 | 2,785 | |||||||||
Deferred | ||||||||||||
Federal | (1,320 | ) | 37,822 | (4,048 | ) | |||||||
State | 68 | 5,134 | (5,251 | ) | ||||||||
Foreign | 395 | 299 | 364 | |||||||||
Total | (857 | ) | 43,255 | (8,935 | ) | |||||||
Total income tax expense (benefit) for continuing operations | $ | 216 | $ | 44,211 | $ | (6,150 | ) | |||||
The total income tax provision is summarized as follows: | ||||||||||||
Continuing operations | $ | 216 | $ | 44,211 | $ | (6,150 | ) | |||||
Discontinued operations | — | 2,122 | (9,497 | ) | ||||||||
$ | 216 | $ | 46,333 | $ | (15,647 | ) | ||||||
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
(amounts in thousands) | ||||||||||||
Current deferred tax assets (liabilities): | ||||||||||||
Accrued other and prepaid expenses | $ | 2,823 | $ | 2,592 | ||||||||
Accrued settlement charge | — | 283 | ||||||||||
Allowance for doubtful accounts | 589 | 650 | ||||||||||
Other | 822 | 468 | ||||||||||
Gross deferred tax assets | 4,234 | 3,993 | ||||||||||
Valuation allowance | (6,215 | ) | (4,528 | ) | ||||||||
Deferred tax liabilities | (1,981 | ) | (535 | ) | ||||||||
Non-current deferred tax (liabilities) and assets: | ||||||||||||
Amortization | (5,967 | ) | (1,314 | ) | ||||||||
Depreciation | 105 | (384 | ) | |||||||||
Identifiable intangibles | — | (2,237 | ) | |||||||||
Net operating loss carryforwards | 38,144 | 32,531 | ||||||||||
Derivative interest | 6,370 | — | ||||||||||
Accrued professional liability | (92 | ) | (118 | ) | ||||||||
Accrued workers’ compensation | 1,356 | 675 | ||||||||||
Tax on unrepatriated earnings | (336 | ) | (453 | ) | ||||||||
Share-based compensation | 959 | 1,610 | ||||||||||
Other | (1,176 | ) | 314 | |||||||||
Gross deferred tax assets | 39,363 | 30,624 | ||||||||||
Valuation allowance | (57,401 | ) | (47,473 | ) | ||||||||
Deferred tax liabilities | (18,038 | ) | (16,849 | ) | ||||||||
Net deferred taxes | $ | (20,019 | ) | $ | (17,384 | ) | ||||||
Reconciliation of Income Tax Computed At U. S. Federal Statutory Rate to Income Tax (Benefit) Expense | The reconciliation of income tax computed at the U. S. federal statutory rate to income tax expense (benefit) is as follows: | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(amounts in thousands) | ||||||||||||
Tax at U.S. statutory rate | $ | (10,961 | ) | $ | (3,514 | ) | $ | (9,413 | ) | |||
State taxes, net of federal benefit | 219 | (190 | ) | (1,226 | ) | |||||||
Non-deductible meals and entertainment | 1,425 | 450 | 962 | |||||||||
Foreign tax expense | 44 | 554 | (222 | ) | ||||||||
Valuation allowances | 12,038 | 48,556 | (44 | ) | ||||||||
Uncertain tax positions | (996 | ) | (257 | ) | 648 | |||||||
Deferred tax rate differential | — | — | 150 | |||||||||
Deferred tax write-offs (a) | — | 221 | — | |||||||||
Audit settlements | — | 160 | — | |||||||||
Tax on unrepatriated earnings | — | (1,465 | ) | 2,005 | ||||||||
Tax on repatriated earnings | — | — | 519 | |||||||||
Tax true ups and other | (1,553 | ) | (304 | ) | 471 | |||||||
Total income tax expense (benefit) for continuing operations | $ | 216 | $ | 44,211 | $ | (6,150 | ) | |||||
Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is approximately as follows: | |||||||||||
2014 | 2013 | |||||||||||
(amounts in thousands) | ||||||||||||
Balance at January 1 | $ | 4,986 | $ | 5,204 | ||||||||
Additions based on tax positions related to the current year | 709 | 496 | ||||||||||
Additions based on tax positions related to prior years | 91 | 681 | ||||||||||
Reductions based on settlements of tax positions related to the prior year | (344 | ) | (292 | ) | ||||||||
Reductions for tax positions as a result of a lapse of the applicable statute of limitations | (1,578 | ) | (1,076 | ) | ||||||||
Other | (87 | ) | (27 | ) | ||||||||
Balance at December 31 | $ | 3,777 | $ | 4,986 | ||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Equity [Abstract] | ||||||||||||||
Summary of Restricted Stock Award Activity | The following table summarizes restricted stock awards and performance-based stock awards activity issued under the 2014 Omnibus Plan (including awards issued prior to the restatement and amendment) for the year ended December 31, 2014: | |||||||||||||
Restricted Stock Awards | Performance Stock Awards | |||||||||||||
Number of | Weighted | Number of Target | Weighted | |||||||||||
Shares | Average | Shares | Average | |||||||||||
Grant Date | Grant Date | |||||||||||||
Fair Value | Fair Value | |||||||||||||
Unvested restricted stock awards, January 1, 2014 | 552,231 | $ | 5.37 | — | $ | — | ||||||||
Granted | 377,308 | $ | 6.18 | 239,585 | $ | 5.81 | ||||||||
Vested | (181,354 | ) | $ | 5.77 | — | $ | — | |||||||
Forfeited | (88,535 | ) | $ | 5.39 | (21,410 | ) | $ | 5.77 | ||||||
Unvested restricted stock awards, December 31, 2014 | 659,650 | $ | 5.72 | 218,175 | $ | 5.82 | ||||||||
Stock Options and Stock Appreciation Rights Granted and Exercised | The following table represents information about stock options and stock appreciation rights granted and exercised in each year. During the years ended December 31, 2014, 2013 and 2012, the Company issued options and stock appreciation rights at market price. | |||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Share option grants | — | 324,000 | 344,500 | |||||||||||
Weighted average grant date fair value of options granted during the period | — | $ | 1.77 | $ | 1.65 | |||||||||
Total intrinsic value of options exercised | $ | 695,286 | $ | 12,465 | $ | — | ||||||||
Assumptions Used to Estimate Fair Value of Options Granted | The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model: | |||||||||||||
Year Ended December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Expected dividend yield | — | % | — | % | ||||||||||
Expected volatility | 48 | % | 47 | % | ||||||||||
Risk-free interest rate | 0.79 | % | 0.58 | % | ||||||||||
Expected life | 4.2 years | 4.3 years | ||||||||||||
Summary of Share Option Plans Activities | The following table summarizes the Company’s activities with respect to all of its share option plans for the year ended December 31, 2014: | |||||||||||||
Shares | Option Price | Weighted | Weighted- | Aggregate | ||||||||||
Average | Average | Intrinsic | ||||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual | |||||||||||||
Life (in years) | ||||||||||||||
Share options outstanding at beginning of year | 1,546,299 | $4.16-$22.50 | $8.93 | |||||||||||
Granted | — | — | — | |||||||||||
Exercised | (228,500 | ) | $4.35-$8.56 | $7.47 | ||||||||||
Forfeited/expired | (382,704 | ) | $4.35-$22.50 | $11.41 | ||||||||||
Share options outstanding at end of year | 935,095 | $4.16-$22.50 | $8.27 | 2.94 | $ | 4,464,160 | ||||||||
Share options exercisable at end of year | 655,468 | $4.16-$22.50 | $9.58 | 2.07 | $ | 2,430,566 | ||||||||
Share options unvested at end of year | 279,627 | $4.16-$7.44 | $5.21 | 4.96 | $ | 2,033,594 | ||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
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 basic and diluted earnings per share: | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(amounts in thousands, except per share data) | ||||||||||||
Loss from continuing operations | $ | (31,534 | ) | $ | (54,250 | ) | $ | (20,745 | ) | |||
Less: Income attributable to noncontrolling interest in subsidiary | 249 | — | — | |||||||||
Loss from continuing operations attributable to common shareholders | (31,783 | ) | (54,250 | ) | (20,745 | ) | ||||||
Income (loss) from discontinued operations, net of income taxes | — | 2,281 | (21,476 | ) | ||||||||
Net loss attributable to common shareholders | $ | (31,783 | ) | $ | (51,969 | ) | $ | (42,221 | ) | |||
Basic (loss) income per share attributable to common shareholders | ||||||||||||
Continuing operations | $ | (1.02 | ) | $ | (1.75 | ) | $ | (0.67 | ) | |||
Discontinued operations | — | 0.07 | (0.70 | ) | ||||||||
Net loss | $ | (1.02 | ) | $ | (1.68 | ) | $ | (1.37 | ) | |||
Diluted (loss) income per share attributable to common shareholders | ||||||||||||
Continuing operations | $ | (1.02 | ) | $ | (1.75 | ) | $ | (0.67 | ) | |||
Discontinued operations | — | 0.07 | (0.70 | ) | ||||||||
Net loss | $ | (1.02 | ) | $ | (1.68 | ) | $ | (1.37 | ) | |||
Weighted-average number of shares outstanding-basic | 31,190 | 31,009 | 30,843 | |||||||||
Plus dilutive equity awards | — | — | — | |||||||||
Weighted-average number of shares outstanding-diluted | 31,190 | 31,009 | 30,843 | |||||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Information on Operating Segments and Reconciliation to Income From Operations | Information on operating segments and a reconciliation of such information to loss from continuing operations for the periods indicated are as follows: | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 (a) | 2012 (a) | ||||||||||
(amounts in thousands) | ||||||||||||
Revenue from unaffiliated customers: | ||||||||||||
Nurse and Allied Staffing | $ | 457,034 | $ | 271,563 | $ | 272,136 | ||||||
Physician Staffing | 123,306 | 128,781 | 129,162 | |||||||||
Other Human Capital Management Services | 37,485 | 37,967 | 41,337 | |||||||||
$ | 617,825 | $ | 438,311 | $ | 442,635 | |||||||
Contribution income: (b) | ||||||||||||
Nurse and Allied Staffing | $ | 36,326 | $ | 18,424 | $ | 10,277 | ||||||
Physician Staffing | 6,700 | 8,939 | 10,863 | |||||||||
Other Human Capital Management Services | 514 | 746 | 1,943 | |||||||||
43,540 | 28,109 | 23,083 | ||||||||||
Unallocated corporate overhead | 27,770 | 21,844 | 21,701 | |||||||||
Depreciation | 3,866 | 3,886 | 4,905 | |||||||||
Amortization | 3,575 | 2,294 | 2,263 | |||||||||
Acquisition and integration costs | 7,957 | 473 | — | |||||||||
Restructuring costs | 840 | 484 | — | |||||||||
Legal settlement charge | — | 750 | — | |||||||||
Impairment charges (c) | 10,000 | 6,400 | 18,732 | |||||||||
Loss from operations | $ | (10,468 | ) | $ | (8,022 | ) | $ | (24,518 | ) | |||
_______________ | ||||||||||||
(a) | In 2014, the Company reclassified the revenue and contribution income of certain higher level staffing professionals previously included with Nurse and Allied Staffing to Physician Staffing. In addition, in 2014, the Company refined its methodology for allocating certain corporate overhead expenses to its Nurse and Allied Staffing segment to more | |||||||||||
17. Segment Information (continued) | ||||||||||||
accurately reflect the segment’s profitability. Prior year information has been reclassified to conform to current year presentation. | ||||||||||||
(b) | The Company defines contribution income as loss from operations before depreciation, amortization, acquisition and integration costs, 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 ASC 280, Segment Reporting Topic of the FASB ASC. | |||||||||||
(c) | During the years ended December 31, 2014 and 2013, the Company recorded trade names impairment charges of $10.0 million and $6.4 million, respectively. During the year ended December 31, 2012, the Company recorded pretax impairment charges in its continuing operations of $18.7 million. See Note 5 - Goodwill, Trade Names, and Other Identifiable Intangible Assets for further information. |
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Quarterly Financial Data | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter (a) | Quarter (b) | Quarter (c) | Quarter (d) | |||||||||||||
2014 | (amounts in thousands) | |||||||||||||||
Revenue from services | $ | 118,091 | $ | 122,656 | $ | 188,944 | $ | 188,134 | ||||||||
Gross profit | 30,450 | 32,436 | 47,277 | 47,641 | ||||||||||||
Loss from continuing operations, net of tax | (782 | ) | (3,181 | ) | (7,484 | ) | (20,087 | ) | ||||||||
Income (loss) from discontinued operations, net of tax | — | — | — | — | ||||||||||||
Consolidated net loss | (782 | ) | (3,181 | ) | (7,484 | ) | (20,087 | ) | ||||||||
Less: Net income attributable to noncontrolling interest in subsidiary | — | — | 118 | 131 | ||||||||||||
Net loss attributable to common shareholders | (782 | ) | (3,181 | ) | (7,602 | ) | (20,218 | ) | ||||||||
Basic (loss) income per share attributable to common shareholders | ||||||||||||||||
Continuing operations | $ | (0.03 | ) | $ | (0.10 | ) | $ | (0.24 | ) | $ | (0.65 | ) | ||||
Discontinuing operations | — | — | — | — | ||||||||||||
Net loss | $ | (0.03 | ) | $ | (0.10 | ) | $ | (0.24 | ) | $ | (0.65 | ) | ||||
Diluted (loss) income per share attributable to common shareholders | ||||||||||||||||
Continuing operations | $ | (0.03 | ) | $ | (0.10 | ) | $ | (0.24 | ) | $ | (0.65 | ) | ||||
Discontinuing operations | — | — | — | — | ||||||||||||
Net loss | $ | (0.03 | ) | $ | (0.10 | ) | $ | (0.24 | ) | $ | (0.65 | ) | ||||
First | Second | Third | Fourth | |||||||||||||
Quarter (e) | Quarter | Quarter | Quarter (f) | |||||||||||||
2013 | (amounts in thousands) | |||||||||||||||
Revenue from services | $ | 110,316 | $ | 110,768 | $ | 108,048 | $ | 109,179 | ||||||||
Gross profit | 28,876 | 27,838 | 28,184 | 28,562 | ||||||||||||
(Loss) income from continuing operations, net of tax | (1,346 | ) | (1,435 | ) | 1,453 | (52,922 | ) | |||||||||
Income (loss) from discontinued operations, net of tax | 2,504 | (22 | ) | (539 | ) | 338 | ||||||||||
Consolidated net income (loss) | 1,158 | (1,457 | ) | 914 | (52,584 | ) | ||||||||||
Less: Net income attributable to noncontrolling interest in subsidiary | — | — | — | — | ||||||||||||
Net income (loss) attributable to common shareholders | 1,158 | (1,457 | ) | 914 | (52,584 | ) | ||||||||||
Basic (loss) income per share attributable to common shareholders | ||||||||||||||||
Continuing operations | $ | (0.04 | ) | $ | (0.05 | ) | $ | 0.05 | $ | (1.70 | ) | |||||
Discontinuing operations | 0.08 | — | (0.02 | ) | 0.01 | |||||||||||
Net income (loss) | $ | 0.04 | $ | (0.05 | ) | $ | 0.03 | $ | (1.69 | ) | ||||||
Diluted (loss) income per share attributable to common shareholders | ||||||||||||||||
Continuing operations | $ | (0.04 | ) | $ | (0.05 | ) | $ | 0.05 | $ | (1.70 | ) | |||||
Discontinuing operations | 0.08 | — | (0.02 | ) | 0.01 | |||||||||||
Net income (loss) | $ | 0.04 | $ | (0.05 | ) | $ | 0.03 | $ | (1.69 | ) | ||||||
________________ | ||||||||||||||||
18. Quarterly Financial Data (Unaudited) (continued) | ||||||||||||||||
(a) | During the first quarter of 2014, the Company recorded acquisition and integration costs of 0.3 million. See Note 3 - Acquisitions. | |||||||||||||||
(b) | During the second quarter of 2014, the Company recorded acquisition and integration costs of $2.7 million. See Note 3 - Acquisitions. | |||||||||||||||
(c) | On June 30, 2014, the Company acquired substantially all of the assets and certain liabilities of Medical Staffing Network Healthcare, LLC. The acquisition has been accounted for in accordance with FASB ASC 805, Business Combinations, using the acquisition method. The results of the acquisition's operations have been included in the consolidated statements of operations from July 1, 2014 due to their immaterial impact on June 30, 2014, the date of the acquisition. See Note 3 - Acquisitions. During the third quarter of 2014, the Company recorded acquisition and integration costs of $2.4 million and a change in fair value of convertible notes derivative liability of $7.3 million. See Note 3 - Acquisitions and Note 9 - Convertible Notes Derivative Liability. | |||||||||||||||
(d) | During the fourth quarter of 2014, the Company recorded acquisition and integration costs of $2.5 million, a trade name impairment charge of $10.0 million, and a change in fair value of convertible notes derivative liability of $9.4 million. See Note 3 - Acquisitions, Note 5 - Goodwill, Trade Names, and Other Identifiable Intangible Assets, and Note 9 - Convertible Notes Derivative Liability. | |||||||||||||||
(e) | The Company sold its Clinical Trial Services business on February 15, 2013. The Clinical Trial Services business has been classified as discontinued operations. The transaction resulted in a gain on sale of $4.0 million pretax, or $2.1 million after tax. See Note 4 – Discontinued Operations. | |||||||||||||||
(f) | On December 2, 2013, the Company acquired the operating assets of On Assignment, Inc.’s Allied Healthcare Staffing division. The acquisition has been accounted for in accordance with FASB ASC Topic 805, Business Combinations, using the acquisition method. The results of these allied healthcare staffing operations have been included in the Company's consolidated statements of operations since December 2, 2013, the date of the acquisition. See Note 3 - Acquisitions. During the fourth quarter of 2013, the Company recorded a deferred tax assets valuation allowance of approximately $48.4 million and a trade names impairment charge of $6.4 million. See Note 13 - Income Taxes and Note 5 - Goodwill, Trade Names, and Other Identifiable Intangible Assets. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Narrative (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Significant Accounting Policies [Line Items] | ||||||||
Outstanding standby letters of credit as collateral | $21,500,000 | $21,500,000 | $6,400,000 | |||||
Accrued revenue | 21,900,000 | 21,900,000 | 11,000,000 | |||||
Equity compensation | 1,400,000 | 2,100,000 | 2,600,000 | |||||
Deferred tax benefits related to share based compensation | 1,000,000 | |||||||
Advertising costs | 4,100,000 | 3,200,000 | 3,200,000 | |||||
Prepaid expenses, advertising | 1,000,000 | 1,000,000 | 1,300,000 | |||||
Acquisition and integration costs | 2,500,000 | 2,400,000 | 2,700,000 | 300,000 | 7,957,000 | 473,000 | 0 | |
Acquisition costs | 2,200,000 | 500,000 | ||||||
Restructuring liabilities assumed | 1,900,000 | 1,900,000 | 0 | |||||
Cumulative impact of currency fluctuations | 1,100,000 | 1,100,000 | 1,100,000 | |||||
Reclassification of currency translation adjustments related to sale of clinical trial services business | 2,300,000 | 0 | 2,336,000 | 0 | ||||
Income tax expense (benefit) related to items of other comprehensive income | 162,000 | -162,000 | 15,000 | |||||
Ongoing Postemployment Benefits [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Integration costs | 1,600,000 | |||||||
Restructuring liabilities assumed | 800,000 | 800,000 | 0 | |||||
Facility Closing [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Integration costs | 1,100,000 | |||||||
Exit Costs [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Restructuring liabilities assumed | 900,000 | 900,000 | 0 | |||||
Occurrence-Based Professional Liability Insurance [Member] | MDA Holdings Inc [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Letter of credit for malpractice claims | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Other Current Liabilities [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Deferred revenue | $1,200,000 | $1,200,000 | $1,300,000 | |||||
Minimum [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Contract terms | 15 days | |||||||
Short term leases period | 3 months | |||||||
Estimated useful life of assets | 3 years | |||||||
Intangible assets- useful life | 5 years | |||||||
Minimum [Member] | Computer software [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Estimated useful life of assets | 3 years | |||||||
Maximum [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Contract terms | 60 days | |||||||
Short term leases period | 6 months | |||||||
Estimated useful life of assets | 7 years | |||||||
Intangible assets- useful life | 16 years | |||||||
Maximum [Member] | Computer software [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Estimated useful life of assets | 5 years |
Acquisitions_Narrative_Detail
Acquisitions - Narrative (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||
Jun. 30, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 09, 2013 | |
branch | ||||||||||||||
specialty | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Acquisition of assets of Medical Staffing Network, net of cash acquired | $44,631,000 | $0 | $0 | |||||||||||
Noncontrolling interest fair value assessment, discounted cash flow method, utilization percentage | 80.00% | |||||||||||||
Noncontrolling interest fair value assessment, guideline public company method, utilization percentage | 10.00% | |||||||||||||
Noncontrolling interest fair value assessment, mergers and acquisition method, utilization percentage | 10.00% | |||||||||||||
Goodwill | 90,647,000 | 77,266,000 | 90,647,000 | 77,266,000 | 77,266,000 | |||||||||
Acquisition and integration costs | 2,500,000 | 2,400,000 | 2,700,000 | 300,000 | 7,957,000 | 473,000 | 0 | |||||||
Acquisition costs | 2,200,000 | 500,000 | ||||||||||||
Adjustment for nonrecurring costs in Net Loss | -20,087,000 | -7,484,000 | -3,181,000 | -782,000 | -52,584,000 | 914,000 | -1,457,000 | 1,158,000 | -31,534,000 | -51,969,000 | -42,221,000 | |||
Medical Staffing Network [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Consideration transferred | 48,100,000 | |||||||||||||
Acquisition of assets of Medical Staffing Network, net of cash acquired | 44,600,000 | |||||||||||||
Business combination, amount deposited in escrow, working capital adjustment | 1,000,000 | 1,000,000 | ||||||||||||
Consideration deferred | 2,500,000 | 2,500,000 | ||||||||||||
Period of deferred consideration (in months) | 21 months | |||||||||||||
Business combination, amount received from escrow, working capital adjustment | 200,000 | |||||||||||||
Number of locations of operations | 55 | 55 | ||||||||||||
Gross accounts receivable | 38,100,000 | 38,100,000 | ||||||||||||
Receivables not expected to be collected | 800,000 | 800,000 | ||||||||||||
Claim attached | 2,300,000 | 2,300,000 | ||||||||||||
Policy limit | 5,000,000 | 5,000,000 | ||||||||||||
Estimated fair value of professional liabilities related to stop loss policy | 5,600,000 | 5,600,000 | ||||||||||||
Estimated recovery receivable related to stop loss policy | 400,000 | 400,000 | ||||||||||||
Policy, coverage per occurrence | 1,000,000 | 1,000,000 | ||||||||||||
Policy coverage | 5,000,000 | 5,000,000 | ||||||||||||
Excess layer limit per occurrence | 1,000,000 | 1,000,000 | ||||||||||||
Excess layer limit | 6,000,000 | 6,000,000 | ||||||||||||
Other intangible assets | 17,100,000 | 17,100,000 | ||||||||||||
Finite-lived intangible assets | 11,200,000 | 11,200,000 | ||||||||||||
Weighted average useful life (in years) | 11 years | |||||||||||||
Noncontrolling interest | 324,000 | 324,000 | ||||||||||||
Goodwill | 13,381,000 | 13,381,000 | ||||||||||||
Acquisition and integration costs | 7,300,000 | |||||||||||||
On Assignment [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Consideration transferred | 28,700,000 | |||||||||||||
Other intangible assets | 14,000,000 | 14,000,000 | 14,000,000 | |||||||||||
Finite-lived intangible assets | 14,000,000 | 14,000,000 | 14,000,000 | |||||||||||
Weighted average useful life (in years) | 14 years | |||||||||||||
Goodwill | 14,554,000 | 14,554,000 | 14,554,000 | |||||||||||
Acquisition and integration costs | 700,000 | 500,000 | ||||||||||||
Acquisition costs | 500,000 | |||||||||||||
Cash | 24,700,000 | 24,700,000 | 24,700,000 | |||||||||||
Number of branch-based employees | 84 | |||||||||||||
Number of staffing specialties acquired | 125 | |||||||||||||
Number of branch offices acquired | 23 | |||||||||||||
MDA Holdings Inc [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Escrow deposit balance | 3,600,000 | 3,600,000 | 3,600,000 | 3,600,000 | 3,600,000 | |||||||||
Acquisition-related Costs [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Adjustment for nonrecurring costs in Net Loss | 6,200,000 | |||||||||||||
Subordinated Debt [Member] | Medical Staffing Network [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Long-term Debt | 55,000,000 | 55,000,000 | ||||||||||||
Term Loan Facility [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Long-term Debt | 28,989,000 | 0 | 28,989,000 | 0 | 0 | |||||||||
Term Loan Facility [Member] | Medical Staffing Network [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Long-term Debt | 30,000,000 | 30,000,000 | ||||||||||||
Term (in years) | 5 years | |||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Long-term Debt | 17,947,000 | 0 | 17,947,000 | 0 | 0 | |||||||||
Convertible Notes Payable [Member] | Medical Staffing Network [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Long-term Debt | 25,000,000 | 25,000,000 | ||||||||||||
Term (in years) | 6 years | |||||||||||||
Debt conversion price | 7.1 | $7.10 | ||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Long-term Debt | 3,500,000 | 3,500,000 | ||||||||||||
Revolving Credit Facility [Member] | Line of Credit [Member] | On Assignment [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Long-term Debt | 4,500,000 | 4,500,000 | 4,500,000 | |||||||||||
First Lien Loan Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Term (in years) | 3 years | |||||||||||||
Credit facility borrowing capacity | 85,000,000 | 85,000,000 | 65,000,000 | |||||||||||
Trade Names [Member] | Medical Staffing Network [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Other intangible assets | 5,900,000 | 5,900,000 | ||||||||||||
Customer Relationships [Member] | Medical Staffing Network [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Other intangible assets | 4,700,000 | 4,700,000 | ||||||||||||
Intangible assets- useful life | 13 years | |||||||||||||
Customer Relationships [Member] | On Assignment [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Other intangible assets | 10,400,000 | 10,400,000 | 10,400,000 | |||||||||||
Intangible assets- useful life | 16 years | |||||||||||||
Customer Lists [Member] | Medical Staffing Network [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Other intangible assets | 6,500,000 | 6,500,000 | ||||||||||||
Intangible assets- useful life | 10 years | |||||||||||||
Customer Lists [Member] | On Assignment [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Other intangible assets | 3,400,000 | 3,400,000 | 3,400,000 | |||||||||||
Intangible assets- useful life | 10 years | |||||||||||||
Noncompete Agreements [Member] | On Assignment [Member] | ||||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||||||
Other intangible assets | $200,000 | $200,000 | $200,000 | |||||||||||
Intangible assets- useful life | 5 years |
Acquisitions_Schedule_of_Asset
Acquisitions Schedule of Assets Acquired and Liabilities Assumed (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | |||
Goodwill | $90,647 | $77,266 | |
On Assignment [Member] | |||
Business Acquisition [Line Items] | |||
Other current assets | 62 | ||
Property and equipment | 161 | ||
Goodwill | 14,554 | ||
Other intangible assets | 14,000 | ||
Other assets | 52 | ||
Total assets acquired | 28,829 | ||
Accrued employee compensation and benefits | 112 | ||
Total liabilities assumed | 112 | ||
Net assets acquired | 28,717 | ||
Medical Staffing Network [Member] | |||
Business Acquisition [Line Items] | |||
Cash acquired | 989 | ||
Accounts receivable, net | 37,275 | ||
Other current assets | 3,378 | ||
Property and equipment | 5,329 | ||
Goodwill | 13,381 | ||
Other intangible assets | 17,100 | ||
Other assets | 2,325 | ||
Total assets acquired | 79,777 | ||
Accounts payable | 6,736 | ||
Accrued employee compensation and benefits | 14,731 | ||
Other liabilities | 9,867 | ||
Total liabilities assumed | 31,334 | ||
Noncontrolling interest | 324 | ||
Net assets acquired | $48,119 |
Acquisitions_Schedule_of_Profo
Acquisitions Schedule of Pro-forma Information (Details) (On Assignment [Member], USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
On Assignment [Member] | ||
Business Acquisition [Line Items] | ||
Revenue from services | $739,895 | $705,477 |
Net loss attributable to common shareholders | ($29,797) | ($66,232) |
Net loss per common share - basic (usd per share) | ($0.96) | ($2.14) |
Net loss per common share - diluted (usd per share) | ($0.96) | ($2.14) |
Discontinued_Operations_Narrat
Discontinued Operations -Narrative (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 15, 2013 | Jul. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Indemnity escrow receivable | $0 | $3,750,000 | $3,800,000 | $3,750,000 | |||
Trademark impairment charge | 10,000,000 | 6,400,000 | 18,732,000 | ||||
Clinical Trial Services [Member] | Segment, Discontinued Operations [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Goodwill impairment charge | 34,000,000 | ||||||
Income from operations | 4,400,000 | ||||||
Clinical Trial Services [Member] | Segment, Discontinued Operations [Member] | Trademarks [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Trademark impairment charge | 1,400,000 | ||||||
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 | ||||||
Adjustment to reflect additional gain (loss) on disposal | 100,000 | 200,000 | |||||
Earn-out related to certain performance-based milestones | 3,800,000 | ||||||
Release of escrow to the buyer | 2,300,000 | 1,500,000 | |||||
Indemnity escrow receivable | $3,800,000 | ||||||
Escrow deposit term (in years) | 18 months |
Discontinued_Operations_Detail
Discontinued Operations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income tax (expense) benefit | $0 | ($2,122) | $9,497 |
Clinical Trial Services [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenue | 7,939 | 67,627 | |
Income (loss) from discontinued operations before gain on sale and income taxes | 434 | -30,973 | |
Gain on sale of discontinued operations | 3,969 | 0 | |
Income tax (expense) benefit | -2,122 | 9,497 | |
Income (loss) from discontinued operations, net of income taxes | $2,281 | ($21,476) |
Acquired_Intangible_Assets_Det
Acquired Intangible Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross carrying amount | $68,032 | $56,832 |
Intangible assets subject to amortization, accumulated amortization | 34,209 | 30,634 |
Intangible assets subject to amortization, net carrying amount | 33,823 | 26,198 |
Goodwill | 90,647 | 77,266 |
Trade names | 38,201 | 42,301 |
Intangible assets not subject to amortization, net | 128,848 | 119,567 |
Database Rights [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross carrying amount | 22,425 | 15,925 |
Intangible assets subject to amortization, accumulated amortization | 12,893 | 12,103 |
Intangible assets subject to amortization, net carrying amount | 9,532 | 3,822 |
Customer Relationships [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross carrying amount | 42,004 | 37,304 |
Intangible assets subject to amortization, accumulated amortization | 17,870 | 15,125 |
Intangible assets subject to amortization, net carrying amount | 24,134 | 22,179 |
Noncompete Agreements [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross carrying amount | 3,603 | 3,603 |
Intangible assets subject to amortization, accumulated amortization | 3,446 | 3,406 |
Intangible assets subject to amortization, net carrying amount | $157 | $197 |
Estimated_Annual_Amortization_
Estimated Annual Amortization Expense (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2015 | $3,929 | |
2016 | 3,929 | |
2017 | 3,885 | |
2018 | 3,800 | |
2019 | 3,763 | |
Thereafter | 14,517 | |
Intangible assets subject to amortization, net carrying amount | $33,823 | $26,198 |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill by Segment (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill balances | ||
Aggregate goodwill acquired | $350,379 | $336,998 |
Accumulated impairment loss | -259,732 | -259,732 |
Goodwill, net of impairment loss | 90,647 | 77,266 |
Changes to aggregate goodwill in 2014 | ||
Goodwill acquired | 13,381 | |
Nurse and allied staffing [Member] | ||
Goodwill balances | ||
Aggregate goodwill acquired | 287,667 | 274,286 |
Accumulated impairment loss | -259,732 | -259,732 |
Goodwill, net of impairment loss | 27,935 | 14,554 |
Changes to aggregate goodwill in 2014 | ||
Goodwill acquired | 13,381 | |
Physician staffing [Member] | ||
Goodwill balances | ||
Aggregate goodwill acquired | 43,405 | 43,405 |
Accumulated impairment loss | 0 | 0 |
Goodwill, net of impairment loss | 43,405 | 43,405 |
Changes to aggregate goodwill in 2014 | ||
Goodwill acquired | 0 | |
Other human capital management services [Member] | ||
Goodwill balances | ||
Aggregate goodwill acquired | 19,307 | 19,307 |
Accumulated impairment loss | 0 | 0 |
Goodwill, net of impairment loss | 19,307 | 19,307 |
Changes to aggregate goodwill in 2014 | ||
Goodwill acquired | $0 |
Changes_in_Carrying_Amount_of_1
Changes in Carrying Amount of Goodwill by Segment - Additional (Detail) (Nurse and allied staffing [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2012 | Dec. 31, 2008 |
Nurse and allied staffing [Member] | ||
Goodwill [Line Items] | ||
Goodwill impairment charge | $18.70 | $241 |
Goodwill_and_Other_Identifiabl2
Goodwill and Other Identifiable Intangible Assets - Narrative (Detail) (USD $) | 12 Months Ended | 3 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Jun. 30, 2012 | Dec. 31, 2008 | Dec. 31, 2014 |
Income Approach Valuation Technique [Member] | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Forecast period used to calculate discounted cash flows (in years) | 10 years | ||||
Terminal value growth rate (as a percentage) | 2.50% | ||||
Income Approach Valuation Technique [Member] | Minimum [Member] | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Cash flow discount rates (as a percentage) | 11.00% | ||||
Income Approach Valuation Technique [Member] | Maximum [Member] | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Cash flow discount rates (as a percentage) | 18.70% | ||||
Market Approach Valuation Technique [Member] | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Percentage assumed - weighting to revenue multiples | 50.00% | ||||
Percentage assumed - weighting to EBITDA multiples | 50.00% | ||||
Market Approach Valuation Technique [Member] | Minimum [Member] | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Total enterprise value/revenue multiples | 0.43 | ||||
Total enterprise value/EBITDA multiples | 4.17 | ||||
Market Approach Valuation Technique [Member] | Maximum [Member] | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Total enterprise value/revenue multiples | 1 | ||||
Total enterprise value/EBITDA multiples | 10 | ||||
Physician staffing [Member] | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Impairment of intangibles | $6.20 | ||||
Nurse and allied staffing [Member] | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Impairment of intangibles | 0.2 | ||||
Goodwill impairment charge | 18.7 | 241 | |||
Education And Training [Member] | Market Approach Valuation Technique [Member] | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Percentage assumed - weighting to EBITDA multiples | 100.00% | ||||
Trade Names [Member] | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Impairment of intangibles | 6.4 | 10 | |||
Trade Names [Member] | Physician staffing [Member] | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Impairment of intangibles | $10 |
Property_and_Equipment_Detail
Property and Equipment (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 59,723 | $50,949 |
Less accumulated depreciation and amortization | -47,590 | -44,779 |
Property and equipment, net of accumulated depreciation and amortization | 12,133 | 6,170 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 13,572 | 12,115 |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 34,100 | 30,059 |
Computer software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Computer software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 3,846 | 3,307 |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 3,562 | 1,752 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 4,643 | $3,716 |
Balance_Sheet_Details_Detail
Balance Sheet Details (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Balance Sheet Related Disclosures [Abstract] | ||
Insurance recovery for workers’ compensation | $3,316 | $2,093 |
Insurance recovery for professional liability | 2,308 | 1,793 |
Insurance recovery receivable | 5,624 | 3,886 |
Insurance recovery for workers’ compensation – long-term | 5,677 | 3,336 |
Insurance recovery for professional liability – long-term | 11,148 | 7,578 |
Non-current insurance recovery receivable | 16,825 | 10,914 |
Salaries and payroll taxes | 8,406 | 6,875 |
Bonuses | 4,050 | 2,200 |
Accrual for workers’ compensation claims | 6,996 | 3,236 |
Accrual for health care benefits | 2,206 | 1,385 |
Accrual for professional liability insurance | 4,652 | 4,091 |
Accrual for vacation | 2,421 | 1,361 |
Accrued compensation and benefits | 28,731 | 19,148 |
Accrual for workers’ compensation claims | 14,221 | 5,076 |
Accrual for professional liability insurance | 17,847 | 13,227 |
Long-term accrued claims | 32,068 | 18,303 |
Deferred compensation | 1,510 | 1,638 |
Deferred rent | 2,453 | 1,777 |
Other | 47 | 0 |
Other long-term liabilities | $4,010 | $3,415 |
Long_Term_Debt_Detail
Long- Term Debt (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Capital lease obligations | $202 | $176 |
Total debt | 74,074 | 8,576 |
Less current portion | -3,607 | -8,483 |
Long-term debt and capital lease obligations, less current portion | 70,467 | 93 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 3,500 | 8,400 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 28,989 | 0 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 17,947 | 0 |
Convertible Note Derivative Liability [Member] | ||
Debt Instrument [Line Items] | ||
Debt | $23,436 | $0 |
Long_Term_Debt_Additional_Info
Long- Term Debt (Additional Information) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Revolver credit facility, interest rate | 2.61% | 3.27% |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized discount | 7,053 | |
Interest rate | 8.00% | |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized discount | 1,011 | |
Interest rate | 7.50% |
Aggregate_Scheduled_Maturities
Aggregate Scheduled Maturities of Debt (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Term Loan Facility [Member] | |
Debt Instrument [Line Items] | |
2015 | $0 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
2019 | 30,000 |
Thereafter | 0 |
Total | 30,000 |
Convertible Notes Payable [Member] | |
Debt Instrument [Line Items] | |
2015 | 0 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
2019 | 0 |
Thereafter | 25,000 |
Total | 25,000 |
Revolving Credit Facility [Member] | |
Debt Instrument [Line Items] | |
2015 | 3,500 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
2019 | 0 |
Thereafter | 0 |
Total | 3,500 |
Capital Lease and Note Payable [Member] | |
Debt Instrument [Line Items] | |
2015 | 107 |
2016 | 72 |
2017 | 13 |
2018 | 8 |
2019 | 2 |
Thereafter | 0 |
Total | $202 |
LongTerm_Debt_Narrative_Detail
Long-Term Debt - Narrative (Detail) (USD $) | 12 Months Ended | 3 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Jun. 30, 2014 | Jan. 09, 2013 | |
Debt Instrument [Line Items] | ||||||
Debt covenant, availability threshold | $4,000,000 | |||||
Debt issuance costs | -1,093,000 | -506,000 | -1,377,000 | |||
Unamortized discount, conversion and redemption features | 6,800,000 | |||||
Common stock, par value (usd per share) | $0.00 | $0.00 | ||||
First Lien Loan Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Quarterly commitment fee on the average daily unused portion | 0.38% | |||||
Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Write off debt issuance cost | 300,000 | |||||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Write off debt issuance cost | 1,100,000 | |||||
Interest rate increase | 2.00% | |||||
Revolving Credit Facility [Member] | Debt Modifications [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt financing costs | 100,000 | |||||
Standby Letters of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | 26,500,000 | |||||
Second Lien Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt financing costs | 400,000 | |||||
Credit facility borrowing capacity | 30,000,000 | |||||
Term (in years) | 5 years | |||||
Interest margin | 6.50% | |||||
Unamortized discount | 1,100,000 | |||||
Proceeds from debt, net | 28,900,000 | |||||
Basis spread, floor | 1.00% | |||||
Percent of aggregate principal | 103.00% | |||||
Mandatory prepayment in excess cash flow, percent | 50.00% | |||||
Mandatory prepayments in excess of cash flow, threshold | 5,000,000 | |||||
Percent of net cash proceeds of asset sales | 100.00% | |||||
Percent of net cash proceeds of issuances of debt offerings | 100.00% | |||||
Percent of net cash proceeds of equity offerings | 50.00% | |||||
Debt/EBITDA ratio | 4.5 | |||||
Second Lien Term Loan [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate increase | 2.00% | |||||
Basis spread on discount | 0.50% | |||||
First Lien Loan Agreement [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility borrowing capacity | 85,000,000 | 65,000,000 | ||||
Term (in years) | 3 years | |||||
Aggregate amount of advances under the line of credit (borrowing base) | 85,000,000 | |||||
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 | 18,000,000 | |||||
Debt covenant, loan cap threshold | 12.50% | |||||
Debt covenant, threshold | 8,300,000 | |||||
Fixed charge coverage ratio, minimum | 1 | |||||
Current borrowing capacity | 69,700,000 | |||||
Amount drawn under credit facility | 3,500,000 | |||||
Remaining borrowing capacity | 39,700,000 | |||||
First Lien Loan Agreement [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest margin | 1.50% | |||||
Interest rate description | LIBOR | |||||
First Lien Loan Agreement [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest margin | 0.50% | |||||
Interest rate description | Base Rate | |||||
First Lien Loan Agreement [Member] | Standby Letters of Credit [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit, subfacility for standby letters of credit | 35,000,000 | 20,000,000 | ||||
First Lien Loan Agreement [Member] | Swingline loans [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Subfacility loans percentage up to aggregate revolver commitments | 10.00% | |||||
Debt Instrument, Redemption, Period One [Member] | Second Lien Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percent of principal redeemed | 103.00% | |||||
Debt Instrument, Redemption, Period Two [Member] | Second Lien Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percent of principal redeemed | 102.00% | |||||
Debt Instrument, Redemption, Period Three [Member] | Second Lien Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percent of principal redeemed | 100.00% | |||||
Convertible Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt financing costs | 300,000 | |||||
Proceeds from debt, net | 24,100,000 | |||||
Long-term Debt | 25,000,000 | |||||
Unamortized discount, interest rate portion | $900,000 | |||||
Common stock, par value (usd per share) | $0.00 | |||||
Debt conversion price | $7.10 | |||||
Number of convertible shares of common stock | 3,521,126 | |||||
Percent of conversion price threshold | 125.00% | |||||
Trading days threshold | 20 | |||||
Consecutive trading days period | 30 days | |||||
Interest rate | 8.00% | |||||
Interest rate that may be paid-in-kind | 4.00% | |||||
Percent of principal of Convertible Notes redeemed for required premium payment | 15.00% | |||||
Percent of principal amount of Convertible Notes redeemed | 115.00% | |||||
Treasury Rate [Member] | Convertible Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on discount rate | 0.50% |
Convertible_Notes_Derivative_L2
Convertible Notes Derivative Liability (Details) (USD $) | 12 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Closing share price | $12.48 |
Conversion price | $7.10 |
Risk free rate | 1.86% |
Expected volatility | 40.00% |
Dividend yield | 0.00% |
Expected life | 5 years 6 months |
Change in valuation of embedded derivative liability due to dollar change in stock price | $3.10 |
Change in valuation of embedded derivative liability due to percentage change in interest rates | $0.70 |
Embedded Derivative Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Change in stock price (usd per share) | $1 |
Change in interest rates (as a percentage) | 1.00% |
Fair_Value_Measurements_Narrat
Fair Value Measurements - Narrative (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Feb. 15, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Indemnity escrow receivable | $0 | $3,750,000 | 0 | $3,800,000 |
Clinical Trial Services [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Indemnity escrow receivable | 3,800,000 | |||
Trade Names [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of intangibles | 10,000,000 | 6,400,000 | ||
Minimum [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Threshold period, past due for payment of services provided (in days) | 15 days | |||
Maximum [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Threshold period, past due for payment of services provided (in days) | 60 days | |||
Physician staffing [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of intangibles | 6,200,000 | |||
Physician staffing [Member] | Trade Names [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of intangibles | $10,000,000 |
Estimated_Fair_values_Assets_a
Estimated Fair values Assets and Liabilities Measured on Recurring Basis (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Escrow receivable | $0 | $3,750 |
Deferred Compensation [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation | 1,510 | 1,638 |
Convertible Notes, Net [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible Notes derivative liability | $23,436 | $0 |
Fair_Value_Measurements_Schedu
Fair Value Measurements Schedule of reconciliation of opening and closing balances for fair value measurements categorized within Level 3 (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | |
Convertible Notes Derivative Liability | ||||
Embedded derivative | $6,800,000 | |||
Change in fair value of convertible note derivatives liability | -16,671,000 | 0 | 0 | |
Escrow Receivable [Member] | ||||
Escrow Receivable | ||||
Beginning balance | 3,750,000 | |||
Additions | 0 | 3,750,000 | ||
Settlements | -3,750,000 | |||
Valuation loss for the period | 0 | |||
Ending balance | 0 | 0 | ||
Derivative Financial Instruments, Liabilities [Member] | ||||
Convertible Notes Derivative Liability | ||||
Beginning balance | 0 | |||
Additions | 6,765,000 | 0 | ||
Settlements | 0 | |||
Valuation loss for the period | 16,671,000 | |||
Ending balance | $23,436,000 | $0 |
Estimated_Fair_Value_of_Goodwi
Estimated Fair Value of Goodwill Measured On Nonrecurring Basis (Detail) (Fair Value, Measurements, Nonrecurring [Member], Fair Value, Inputs, Level 3 [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Indefinite-lived intangible assets (excluding goodwill), fair value disclosure | $17,699 | $28,836 |
Fair_Value_Measurements_Financ
Fair Value Measurements Financial Instruments that were not Measured at Fair Value (Details) (Fair Value, Inputs, Level 2 [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Second Lien Term Loan [Member] | Reported Value Measurement [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Long-term Debt | $28,989 | $0 |
Second Lien Term Loan [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Fair value | 29,900 | 0 |
Convertible Notes, Net [Member] | Reported Value Measurement [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Long-term Debt | 17,948 | 0 |
Convertible Notes, Net [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Fair value | 19,200 | 0 |
First Lien Term Loan [Member] | Reported Value Measurement [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Long-term Debt | 3,500 | 8,400 |
First Lien Term Loan [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Fair value | $3,500 | $8,400 |
Employee_Benefit_Plans_Narrati
Employee Benefit Plans - Narrative (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Compensation and Retirement Disclosure [Abstract] | |||
Company contribution net of forfeitures | $600,000 | $600,000 | $600,000 |
Deferred compensation liabilities | $1,510,000 | $1,638,000 |
Future_Minimum_Lease_Payments_
Future Minimum Lease Payments (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $7,202 |
2016 | 5,581 |
2017 | 3,884 |
2018 | 1,613 |
2019 | 486 |
Thereafter | 2,146 |
Operating Leases, Future Minimum Payments Due, Total | $20,912 |
Commitment_and_Contingencies_N
Commitment and Contingencies - Narrative (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Loss Contingencies [Line Items] | |||||
Operating lease expense | $7.70 | $5.50 | $5.80 | ||
Pretax liability related to the non-income tax matters | 0.2 | 0.8 | 1 | 0.5 | |
Taxes paid to settle with certain states | 0.1 | 0.3 | |||
Settlement | 0.8 | ||||
Payments for legal settlement | 0.8 | ||||
Tax Years 2008 to 2010 [Member] | |||||
Loss Contingencies [Line Items] | |||||
Pretax liability related to the non-income tax matters | 0.4 | ||||
Tax Years 2005 to 2011 [Member] | |||||
Loss Contingencies [Line Items] | |||||
Pretax liability related to the non-income tax matters | 0.3 | ||||
Tax Years 2007 to 2012 [Member] | |||||
Loss Contingencies [Line Items] | |||||
Pretax liability related to the non-income tax matters | $0.40 |
Components_of_Income_Loss_Befo
Components of Income (Loss) Before Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
United States | ($33,574) | ($11,216) | ($28,599) |
Foreign | 2,256 | 1,177 | 1,704 |
Loss from continuing operations before income taxes | ($31,318) | ($10,039) | ($26,895) |
Components_of_Income_Tax_Expen
Components of Income Tax Expense (Benefit) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current | |||
Federal | $0 | $0 | $412 |
State | 811 | 540 | 812 |
Foreign | 262 | 416 | 1,561 |
Current Income Tax Expense (Benefit), Total | 1,073 | 956 | 2,785 |
Deferred | |||
Federal | -1,320 | 37,822 | -4,048 |
State | 68 | 5,134 | -5,251 |
Foreign | 395 | 299 | 364 |
Total | -857 | 43,255 | -8,935 |
Total income tax expense (benefit) for continuing operations | 216 | 44,211 | -6,150 |
Continuing operations | 216 | 44,211 | -6,150 |
Discontinued operations | 0 | 2,122 | -9,497 |
Income tax expense (benefit), continuing operations, discontinued operations, total | $216 | $46,333 | ($15,647) |
Significant_Components_of_Defe
Significant Components of Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current deferred tax assets (liabilities): | ||
Accrued other and prepaid expenses | $2,823 | $2,592 |
Accrued settlement charge | 0 | 283 |
Allowance for doubtful accounts | 589 | 650 |
Other | 822 | 468 |
Gross deferred tax assets | 4,234 | 3,993 |
Valuation allowance | -6,215 | -4,528 |
Deferred tax assets (liabilities), net, current | -1,981 | -535 |
Non-current deferred tax (liabilities) and assets: | ||
Amortization | -5,967 | -1,314 |
Depreciation | 105 | -384 |
Identifiable intangibles | 0 | -2,237 |
Net operating loss carryforwards | 38,144 | 32,531 |
Derivative interest | 6,370 | 0 |
Accrued professional liability | -92 | -118 |
Accrued workers’ compensation | 1,356 | 675 |
Tax on unrepatriated earnings | -336 | -453 |
Share-based compensation | 959 | 1,610 |
Other | -1,176 | 314 |
Gross deferred tax assets | 39,363 | 30,624 |
Valuation allowance | -57,401 | -47,473 |
Deferred tax asset (liabilities), net, noncurrent | -18,038 | -16,849 |
Deferred tax assets (liabilities), net | ($20,019) | ($17,384) |
Income_Taxes_Narrative_Detail
Income Taxes - Narrative (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Mar. 31, 2014 | |
Income Tax Contingency [Line Items] | ||||||
Deferred tax liabilities relating to indefinite lived intangible assets | $2,237,000 | $0 | $2,237,000 | |||
Valuation allowance | 52,000,000 | 63,600,000 | 52,000,000 | |||
Federal, state and foreign net operating loss carryforwards | 78,100,000 | 97,500,000 | 78,100,000 | |||
Change in valuation allowance | -48,400,000 | |||||
Deferred liabilities on undistributed foreign earnings | 453,000 | 336,000 | 453,000 | |||
Undistributed foreign earnings | 9,500,000 | 9,500,000 | ||||
Unrecognized tax benefits | 4,986,000 | 3,777,000 | 4,986,000 | 5,204,000 | 5,204,000 | |
Unrecognized tax benefits, which would affect the effective tax rate | 4,400,000 | 3,300,000 | 4,400,000 | |||
Gross increases in current year unrecognized tax | 800,000 | |||||
Gross decreases in current year unrecognized tax related to prior year uncertain positions and the closure of tax years | 2,000,000 | |||||
Recognized interest and penalties | -200,000 | 100,000 | 100,000 | |||
Unrecognized tax benefit accrued interest and penalties | 1,000,000 | 800,000 | 1,000,000 | |||
United States Tax Authority [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Deferred liabilities on undistributed foreign earnings | 1,400,000 | 1,400,000 | ||||
India [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Deferred liabilities on undistributed foreign earnings | 200,000 | 600,000 | 600,000 | |||
Repatriated amount of foreign earnings | 600,000 | 3,300,000 | ||||
Indefinite-lived Intangible Assets [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Deferred tax liabilities relating to indefinite lived intangible assets | 17,400,000 | 19,700,000 | 17,400,000 | |||
Prior Period Adjustment [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Change in valuation allowance | 1,700,000 | |||||
Out-or-period adjustment, decrease in net loss per diluted share (usd per share) | $0.06 | $0.06 | ||||
Other Current Liabilities [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Unrecognized tax benefits | $1,000,000 | $600,000 | $1,000,000 |
Reconciliation_of_Income_Tax_C
Reconciliation of Income Tax Computed At U. S. Federal Statutory Rate to Income Tax (Benefit) Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Tax at U.S. statutory rate | ($10,961) | ($3,514) | ($9,413) |
State taxes, net of federal benefit | 219 | -190 | -1,226 |
Non-deductible meals and entertainment | 1,425 | 450 | 962 |
Foreign tax expense | 44 | 554 | -222 |
Valuation allowances | 12,038 | 48,556 | -44 |
Uncertain tax positions | -996 | -257 | 648 |
Deferred tax rate differential | 0 | 0 | 150 |
Deferred tax write-offs | 0 | 221 | 0 |
Audit settlements | 0 | 160 | 0 |
Tax on unrepatriated earnings | 0 | -1,465 | 2,005 |
Tax on repatriated earnings | 0 | 0 | 519 |
Tax true ups and other | -1,553 | -304 | 471 |
Total income tax expense (benefit) for continuing operations | $216 | $44,211 | ($6,150) |
Reconciliation_of_Beginning_an
Reconciliation of Beginning and Ending Balance of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Balance at January 1 | $4,986 | $5,204 |
Additions based on tax positions related to the current year | 709 | 496 |
Additions based on tax positions related to prior years | 91 | 681 |
Reductions based on settlements of tax positions related to the prior year | -344 | -292 |
Reductions for tax positions as a result of a lapse of the applicable statute of limitations | -1,578 | -1,076 |
Other | -87 | -27 |
Balance at December 31 | $3,777 | $4,986 |
Stockholders_Equity_Narrative_
Stockholders' Equity- Narrative (Detail) (USD $) | 12 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 09, 2013 | Feb. 28, 2008 | Nov. 30, 2004 | Oct. 25, 2001 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock authorized for stock repurchase program | 1,500,000 | ||||||
Stock repurchase and retirement (in shares) | 71,653 | ||||||
Shares repurchased, average price per share (usd per share) | $5.22 | ||||||
Stock repurchase and retirement | ($374,000) | ||||||
Common stock left remaining to repurchase under the plan (in shares) | 942,443 | ||||||
Aggregate stock repurchase amount | 5,000,000 | ||||||
Pretax total unrecognized compensation cost related to share options- period | 2 years 1 month 0 days | ||||||
Pretax total unrecognized compensation cost related to share options | 300,000 | ||||||
Share options outstanding at end of year | 935,095 | 1,546,299 | |||||
Shares options outstanding vested or expected to vest | 864,671 | ||||||
Shares options outstanding vested or expected to vest -weighted average exercise price | $8.52 | ||||||
Shares options outstanding vested or expected to vest ,intrinsic value | 4,000,000 | ||||||
Shares options outstanding vested or expected to vest -weighted average contractual life | 2 years 9 months 10 days | ||||||
Registration of common stock held by three existing shareholders | 11,403,455 | ||||||
Public offering shares | 8,172,868 | ||||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Pretax of total unrecognized compensation cost related to non-vested restricted stock awards | 2,400,000 | ||||||
Pretax total unrecognized compensation cost related to share options- period | 2 years 2 months 19 days | ||||||
Fair value of shares vested | 2,300,000 | 900,000 | 2,400,000 | ||||
Performance Shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Pretax of total unrecognized compensation cost related to non-vested restricted stock awards | $300,000 | ||||||
Pretax total unrecognized compensation cost related to share options- period | 2 years | ||||||
2014 Omnibus Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate number of common stock shares authorized for issuance | 4,100,000 | ||||||
2014 Omnibus Incentive Plan [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of the fair market value of common stock | 100.00% | ||||||
2014 Omnibus Incentive Plan [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock expiration period | 10 years | ||||||
2014 Omnibus Incentive Plan [Member] | Ten Percent Or More Stockholders [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of the fair market value of common stock | 110.00% | ||||||
2014 Omnibus Incentive Plan [Member] | Ten Percent Or More Stockholders [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock expiration period | 5 years | ||||||
2007 Stock Incentive Plan [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock vesting percentage per year | 25.00% | ||||||
2007 Stock Incentive Plan [Member] | Restricted Stock [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock vesting period | 3 years | ||||||
2007 Stock Incentive Plan [Member] | Restricted Stock [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock vesting period | 4 years | ||||||
2007 Stock Incentive Plan [Member] | Stock Appreciation Rights (SARs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock expiration period | 7 years | ||||||
Stock vesting period | 4 years | ||||||
The 1999 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate number of common stock shares authorized for issuance | 4,398,001 |
Summary_of_Restricted_Stock_Aw
Summary of Restricted Stock Award Activity and Performance Stock Awards (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Restricted Stock [Member] | |
Number of Shares | |
Unvested restricted stock awards, beginning balance | 552,231 |
Granted (in shares) | 377,308 |
Vested (in shares) | -181,354 |
Forfeited (in shares) | -88,535 |
Unvested restricted stock awards, ending balance | 659,650 |
Weighted average grant date fair value | |
Unvested restricted stock awards, beginning balance | $5.37 |
Granted (usd per share) | $6.18 |
Vested (usd per share) | $5.77 |
Forfeited (usd per share) | $5.39 |
Unvested restricted stock awards, ending balance | $5.72 |
Performance Shares [Member] | |
Number of Shares | |
Unvested restricted stock awards, beginning balance | 0 |
Granted (in shares) | 239,585 |
Vested (in shares) | 0 |
Forfeited (in shares) | -21,410 |
Unvested restricted stock awards, ending balance | 218,175 |
Weighted average grant date fair value | |
Unvested restricted stock awards, beginning balance | $0 |
Granted (usd per share) | $5.81 |
Vested (usd per share) | $0 |
Forfeited (usd per share) | $5.77 |
Unvested restricted stock awards, ending balance | $5.82 |
Stock_Options_and_Stock_Apprec
Stock Options and Stock Appreciation Rights Granted and Exercised (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Equity [Abstract] | |||
Share option grants | 0 | 324,000 | 344,500 |
Weighted average grant date fair value of options granted during the period | $0 | $1.77 | $1.65 |
Total intrinsic value of options exercised | $695,286 | $12,465 | $0 |
Assumptions_Used_to_Estimate_F
Assumptions Used to Estimate Fair Value of Options Granted Using Black-Scholes Option-Pricing Model (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Equity [Abstract] | ||
Expected dividend yield (as a percentage) | 0.00% | 0.00% |
Expected volatility (as a percentage) | 48.00% | 47.00% |
Risk-free interest rate (as a percentage) | 0.79% | 0.58% |
Expected life (in years) | 4 years 2 months 0 days | 4 years 3 months 18 days |
Summary_of_Companys_Share_Opti
Summary of Company's Share Option Plans Activities (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Share options outstanding at beginning of year | 1,546,299 | ||
Granted (in shares) | 0 | 324,000 | 344,500 |
Exercised (in shares) | -228,500 | ||
Forfeited/expired (in shares) | -382,704 | ||
Share options outstanding at end of year | 935,095 | 1,546,299 | |
Share options exercisable at end of year | 655,468 | ||
Share options unvested at end of year | 279,627 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Share options outstanding at beginning of year, weighted average exercise price (usd per share) | $8.93 | ||
Granted, weighted average exercise price (usd per share) | $0 | ||
Exercised, weighted average exercise price (usd per share) | $7.47 | ||
Forfeited/expired, weighted average exercise price (usd per share) | $11.41 | ||
Share options outstanding at end of year, weighted average exercise price (usd per share) | $8.27 | $8.93 | |
Share options exercisable at end of year, weighted average exercise price (usd per share) | $9.58 | ||
Share options unvested at end of year, weighted average exercise price (usd per share) | $5.21 | ||
Share options outstanding at end of year, weighted-average remaining contractual life (in years) | 2 years 11 months 8 days | ||
Share options exercisable at end of year, weighted-average remaining contractual life (in years) | 2 years 0 months 27 days | ||
Share options unvested at end of year, weighted-average remaining contractual life (in years) | 4 years 11 months 17 days | ||
Share options outstanding at end of year | $4,464,160 | ||
Share options exercisable at end of year | 2,430,566 | ||
Share options unvested at end of year | $2,033,594 | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Exercised, weighted average exercise price (usd per share) | $4.35 | ||
Forfeited/expired, weighted average exercise price (usd per share) | $4.35 | ||
Share options outstanding at end of year, weighted average exercise price (usd per share) | $4.16 | ||
Share options exercisable at end of year, weighted average exercise price (usd per share) | $4.16 | ||
Share options unvested at end of year, weighted average exercise price (usd per share) | $4.16 | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Exercised, weighted average exercise price (usd per share) | $8.56 | ||
Forfeited/expired, weighted average exercise price (usd per share) | $22.50 | ||
Share options outstanding at end of year, weighted average exercise price (usd per share) | $22.50 | ||
Share options exercisable at end of year, weighted average exercise price (usd per share) | $22.50 | ||
Share options unvested at end of year, weighted average exercise price (usd per share) | $7.44 |
Earnings_Per_Share_Narrative_D
Earnings Per Share - Narrative (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock shares that have been excluded from the per share calculation | 559,064 | 1,547,814 | 2,033,632 |
Dilutive shares excluded due to net loss | 334,828 | 149,453 | |
Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock shares that have been excluded from the per share calculation | 3,521,126 |
Components_of_Numerator_and_De
Components of Numerator and Denominator for Computation of Basic and Diluted Earnings per Share (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | |||||||||||
Loss from continuing operations including portion attributable to noncontrolling interest | ($20,087) | ($7,484) | ($3,181) | ($782) | ($52,922) | $1,453 | ($1,435) | ($1,346) | ($31,534) | ($54,250) | ($20,745) |
Less: Income attributable to noncontrolling interest in subsidiary | 249 | 0 | 0 | ||||||||
Loss from continuing operations attributable to common shareholders | -31,783 | -54,250 | -20,745 | ||||||||
Income (loss) from discontinued operations, net of income taxes | 0 | 0 | 0 | 0 | 338 | -539 | -22 | 2,504 | 0 | 2,281 | -21,476 |
Net loss attributable to common shareholders | ($20,218) | ($7,602) | ($3,181) | ($782) | ($52,584) | $914 | ($1,457) | $1,158 | ($31,783) | ($51,969) | ($42,221) |
Basic (loss) income per share attributable to common shareholders | |||||||||||
Continuing operations (usd per share) | ($0.65) | ($0.24) | ($0.10) | ($0.03) | ($1.70) | $0.05 | ($0.05) | ($0.04) | ($1.02) | ($1.75) | ($0.67) |
Discontinued operations (usd per share) | $0 | $0 | $0 | $0 | $0.01 | ($0.02) | $0 | $0.08 | $0 | $0.07 | ($0.70) |
Net (loss) income (usd per share) | ($0.65) | ($0.24) | ($0.10) | ($0.03) | ($1.69) | $0.03 | ($0.05) | $0.04 | ($1.02) | ($1.68) | ($1.37) |
Diluted (loss) income per share attributable to common shareholders | |||||||||||
Continuing operations (usd per share) | ($0.65) | ($0.24) | ($0.10) | ($0.03) | ($1.70) | $0.05 | ($0.05) | ($0.04) | ($1.02) | ($1.75) | ($0.67) |
Discontinued operations (usd per share) | $0 | $0 | $0 | $0 | $0.01 | ($0.02) | $0 | $0.08 | $0 | $0.07 | ($0.70) |
Net (loss) income (usd per share) | ($0.65) | ($0.24) | ($0.10) | ($0.03) | ($1.69) | $0.03 | ($0.05) | $0.04 | ($1.02) | ($1.68) | ($1.37) |
Weighted-average number of shares outstanding-basic (shares) | 31,190 | 31,009 | 30,843 | ||||||||
Plus dilutive equity awards | 0 | ||||||||||
Weighted-average number of shares outstanding-diluted (shares) | 31,190 | 31,009 | 30,843 |
Related_Party_Transactions_Nar
Related Party Transactions - Narrative (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | |||
Revenue from related parties | $17.80 | $3.90 | $3.80 |
Account receivable due from related parties | 2 | 0.8 | |
InteliStaf [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 4.7 | ||
Percent ownership in joint venture | 68.00% | ||
Receivable balance with joint venture | 0.9 | ||
Payable balance with joint venture | $0.10 |
Information_on_Operating_Segme
Information on Operating Segments and Reconciliation to Income From Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
segment | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Number of Operating Segments | 3 | ||||||||||
Revenue from unaffiliated customers | $188,134,000 | $188,944,000 | $122,656,000 | $118,091,000 | $109,179,000 | $108,048,000 | $110,768,000 | $110,316,000 | $617,825,000 | $438,311,000 | $442,635,000 |
Contribution income | 43,540,000 | 28,109,000 | 23,083,000 | ||||||||
Unallocated corporate overhead | 27,770,000 | 21,844,000 | 21,701,000 | ||||||||
Depreciation | 3,866,000 | 3,886,000 | 4,905,000 | ||||||||
Amortization | 3,575,000 | 2,294,000 | 2,263,000 | ||||||||
Acquisition and integration costs | 2,500,000 | 2,400,000 | 2,700,000 | 300,000 | 7,957,000 | 473,000 | 0 | ||||
Restructuring costs | 840,000 | 484,000 | 0 | ||||||||
Legal settlement charge | 0 | 750,000 | 0 | ||||||||
Impairment charges | 10,000,000 | 6,400,000 | 18,732,000 | ||||||||
(Loss) income from continuing operations | -10,468,000 | -8,022,000 | -24,518,000 | ||||||||
Nurse and allied staffing [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Revenue from unaffiliated customers | 457,034,000 | 271,563,000 | 272,136,000 | ||||||||
Contribution income | 36,326,000 | 18,424,000 | 10,277,000 | ||||||||
Impairment of intangibles | 200,000 | ||||||||||
Physician staffing [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Revenue from unaffiliated customers | 123,306,000 | 128,781,000 | 129,162,000 | ||||||||
Contribution income | 6,700,000 | 8,939,000 | 10,863,000 | ||||||||
Impairment of intangibles | 6,200,000 | ||||||||||
Other human capital management services [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Revenue from unaffiliated customers | 37,485,000 | 37,967,000 | 41,337,000 | ||||||||
Contribution income | 514,000 | 746,000 | 1,943,000 | ||||||||
Segment, Continuing Operations [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Depreciation | 3,866,000 | 3,886,000 | 4,905,000 | ||||||||
Amortization | 3,575,000 | 2,294,000 | 2,263,000 | ||||||||
Impairment charges | 10,000,000 | 6,400,000 | 18,732,000 | ||||||||
Trade Names [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Impairment of intangibles | 10,000,000 | 6,400,000 | |||||||||
Trade Names [Member] | Physician staffing [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Impairment of intangibles | $10,000,000 |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue from services | $188,134,000 | $188,944,000 | $122,656,000 | $118,091,000 | $109,179,000 | $108,048,000 | $110,768,000 | $110,316,000 | $617,825,000 | $438,311,000 | $442,635,000 |
Gross profit | 47,641,000 | 47,277,000 | 32,436,000 | 30,450,000 | 28,562,000 | 28,184,000 | 27,838,000 | 28,876,000 | |||
Loss from continuing operations | -20,087,000 | -7,484,000 | -3,181,000 | -782,000 | -52,922,000 | 1,453,000 | -1,435,000 | -1,346,000 | -31,534,000 | -54,250,000 | -20,745,000 |
Income (loss) from discontinued operations, net of tax | 0 | 0 | 0 | 0 | 338,000 | -539,000 | -22,000 | 2,504,000 | 0 | 2,281,000 | -21,476,000 |
Consolidated net loss | -20,087,000 | -7,484,000 | -3,181,000 | -782,000 | -52,584,000 | 914,000 | -1,457,000 | 1,158,000 | -31,534,000 | -51,969,000 | -42,221,000 |
Less: Net income attributable to noncontrolling interest in subsidiary | 131,000 | 118,000 | 0 | 0 | 0 | 0 | 0 | 0 | 249,000 | 0 | 0 |
Net loss attributable to common shareholders | -20,218,000 | -7,602,000 | -3,181,000 | -782,000 | -52,584,000 | 914,000 | -1,457,000 | 1,158,000 | -31,783,000 | -51,969,000 | -42,221,000 |
Basic (loss) income per share attributable to common shareholders | |||||||||||
Continuing operations (usd per share) | ($0.65) | ($0.24) | ($0.10) | ($0.03) | ($1.70) | $0.05 | ($0.05) | ($0.04) | ($1.02) | ($1.75) | ($0.67) |
Discontinuing operations (usd per share) | $0 | $0 | $0 | $0 | $0.01 | ($0.02) | $0 | $0.08 | $0 | $0.07 | ($0.70) |
Net (loss) income (usd per share) | ($0.65) | ($0.24) | ($0.10) | ($0.03) | ($1.69) | $0.03 | ($0.05) | $0.04 | ($1.02) | ($1.68) | ($1.37) |
Diluted (loss) income per share attributable to common shareholders | |||||||||||
Continuing operations (usd per share) | ($0.65) | ($0.24) | ($0.10) | ($0.03) | ($1.70) | $0.05 | ($0.05) | ($0.04) | ($1.02) | ($1.75) | ($0.67) |
Discontinuing operations (usd per share) | $0 | $0 | $0 | $0 | $0.01 | ($0.02) | $0 | $0.08 | $0 | $0.07 | ($0.70) |
Net (loss) income (usd per share) | ($0.65) | ($0.24) | ($0.10) | ($0.03) | ($1.69) | $0.03 | ($0.05) | $0.04 | ($1.02) | ($1.68) | ($1.37) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Acquisition and integration costs | 2,500,000 | 2,400,000 | 2,700,000 | 300,000 | 7,957,000 | 473,000 | 0 | ||||
Net increase (decrease) in favor value of embedded derivative | 9,400,000 | 7,300,000 | |||||||||
Change in valuation allowance | 48,400,000 | ||||||||||
Clinical Trial Services [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Gain on sale of discontinued operations | 3,969,000 | 0 | |||||||||
Gain on sale of discontinued operations, net of tax | 2,100,000 | ||||||||||
Trade Names [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Impairment of intangibles | $10,000,000 | $6,400,000 |
Schedule_II_Valuation_and_Qual1
Schedule II - Valuation and Qualifying Accounts(Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $1,651 | $1,841 | $2,180 |
Charged to Costs and Expenses | 1,016 | 1,078 | 786 |
Write-offs | -1,257 | -1,324 | -913 |
Recoveries | 15 | 56 | 16 |
Other Changes | 0 | 0 | -228 |
Balance at End of Period | 1,425 | 1,651 | 1,841 |
Valuation Allowance of Deferred Tax Assets [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 52,001 | 4,033 | 3,678 |
Charged to Costs and Expenses | 12,038 | 48,406 | 355 |
Write-offs | 0 | -438 | 0 |
Recoveries | 0 | 0 | 0 |
Other Changes | -423 | 0 | 0 |
Balance at End of Period | $63,616 | $52,001 | $4,033 |