Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document and Entity Information [Abstract] | ||
Trading Symbol | CCRN | |
Entity Registrant Name | CROSS COUNTRY HEALTHCARE INC | |
Entity Central Index Key | 1141103 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 32,166,819 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $7,465 | $4,995 |
Accounts receivable, less allowance for doubtful accounts of $2,437 in 2015 and $1,425 in 2014 | 121,145 | 113,129 |
Income taxes receivable | 238 | 307 |
Prepaid expenses | 5,862 | 6,073 |
Insurance recovery receivable | 5,893 | 5,624 |
Other current assets | 693 | 1,055 |
Total current assets | 141,296 | 131,183 |
Property and equipment, net of accumulated depreciation of $48,554 in 2015 and $47,590 in 2014 | 11,756 | 12,133 |
Trade names, net | 38,201 | 38,201 |
Goodwill | 90,647 | 90,647 |
Other identifiable intangible assets, net of accumulated amortization of $35,191 in 2015 and $34,209 in 2014 | 32,841 | 33,823 |
Debt issuance costs, net | 1,163 | 1,257 |
Other non-current assets | 17,594 | 17,889 |
Total assets | 333,498 | 325,133 |
Current liabilities: | ||
Accounts payable and accrued expenses | 24,265 | 27,314 |
Accrued compensation and benefits | 36,230 | 28,731 |
Current portion of long-term debt and capital lease obligations | 6,608 | 3,607 |
Sales tax payable | 2,636 | 2,573 |
Deferred purchase price | 2,223 | 0 |
Deferred tax liabilities | 1,716 | 1,981 |
Other current liabilities | 2,761 | 2,790 |
Total current liabilities | 76,439 | 66,996 |
Long-term debt and capital lease obligations, less current portion | 68,664 | 70,467 |
Non-current deferred tax liabilities | 19,142 | 18,038 |
Long-term accrued claims | 30,427 | 32,068 |
Long-term deferred purchase price | 0 | 2,333 |
Other long-term liabilities | 5,249 | 4,899 |
Total liabilities | 199,921 | 194,801 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock | 3 | 3 |
Additional paid-in capital | 247,778 | 247,467 |
Accumulated other comprehensive loss | -1,104 | -1,118 |
Accumulated deficit | -113,540 | -116,474 |
Total Cross Country Healthcare stockholders' equity | 133,137 | 129,878 |
Noncontrolling interest | 440 | 454 |
Total stockholders' equity | 133,577 | 130,332 |
Total liabilities and stockholders' equity | $333,498 | $325,133 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $2,437 | $1,425 |
Property and equipment, accumulated depreciation | 48,554 | 47,590 |
Other intangible assets, accumulated depreciation | $35,191 | $34,209 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Revenue from services | $185,964 | $118,091 |
Operating expenses: | ||
Direct operating expenses | 138,927 | 87,641 |
Selling, general and administrative expenses | 41,166 | 29,455 |
Bad debt expense | 91 | 432 |
Depreciation | 960 | 974 |
Amortization | 982 | 785 |
Acquisition and integration costs | 118 | 295 |
Total operating expenses | 182,244 | 119,582 |
Income (loss) from operations | 3,720 | -1,491 |
Other expenses (income): | ||
Interest expense | 1,737 | 255 |
Gain on derivative liability | -2,147 | 0 |
Other expense, net | 43 | 107 |
Income (loss) before income taxes | 4,087 | -1,853 |
Income tax expense (benefit) | 1,037 | -1,071 |
Consolidated net income (loss) | 3,050 | -782 |
Less: Net income attributable to noncontrolling interest in subsidiary | 116 | 0 |
Net income (loss) attributable to common shareholders | $2,934 | ($782) |
Net income (loss) per share attributable to common shareholders - Basic | ||
Net (loss) income attributable to Cross Country Healthcare, Inc. (in usd per share) | $0.09 | ($0.03) |
Net income (loss) per share attributable to common shareholders - Diluted | ||
Net (loss) income attributable to Cross Country Healthcare, Inc. (in usd per share) | $0.05 | ($0.03) |
Weighted average common shares outstanding: | ||
Basic (shares) | 31,294 | 31,098 |
Diluted (shares) | 35,454 | 31,098 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $3,050 | ($782) |
Other comprehensive income, before income tax: | ||
Unrealized foreign currency translation gain | 14 | 95 |
Other comprehensive income, before income taxes | 14 | 95 |
Income tax expense related to items of other comprehensive income | 0 | 162 |
Other comprehensive income (loss), net of tax | 14 | -67 |
Comprehensive income (loss) | 3,064 | -849 |
Less: Net income attributable to noncontrolling interest in subsidiary | 116 | 0 |
Comprehensive income (loss) attributable to common shareholders | $2,948 | ($849) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Cash Flows [Abstract] | ||
Net income (loss) | $3,050 | ($782) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 1,942 | 1,759 |
Amortization of debt issuance costs | 466 | 57 |
Bad debt expense | 91 | 432 |
Deferred income tax expense | 838 | 681 |
Gain on derivative liability | -2,147 | 0 |
Equity compensation | 376 | 452 |
Other non-cash costs | 0 | 97 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -8,106 | -11,897 |
Prepaid expenses and other assets | 598 | -556 |
Income taxes | 87 | -2,239 |
Accounts payable and accrued expenses | 2,820 | 2,190 |
Other liabilities | 255 | 572 |
Net cash provided by (used in) operating activities | 270 | -9,234 |
Cash flows from investing activities | ||
Purchases of property and equipment | -582 | -2,588 |
Net cash used in investing activities | -582 | -2,588 |
Cash flows from financing activities | ||
Repurchase of stock for tax withholdings | -65 | 0 |
Repayments on Senior Secured Asset-Based revolving credit facility | -18,300 | -9,700 |
Borrowings under Senior Secured Asset-Based revolving credit facility | 21,300 | 20,600 |
Repayments of capital lease obligations | -27 | -42 |
Cash payment to noncontrolling shareholder | -130 | 0 |
Net cash provided by financing activities | 2,778 | 10,858 |
Effect of exchange rate changes on cash | 4 | 67 |
Change in cash and cash equivalents | 2,470 | -897 |
Cash and cash equivalents at beginning of period | 4,995 | 8,055 |
Cash and cash equivalents at end of period | $7,465 | $7,158 |
ORGANIZATION_AND_BASIS_OF_PRES
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION |
The accompanying condensed consolidated financial statements include the accounts of Cross Country Healthcare, Inc. and its direct and indirect wholly-owned subsidiaries (collectively, the Company). The condensed 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. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all entries necessary for a fair presentation of such unaudited condensed consolidated financial statements have been included. These entries consisted of all normal recurring items. | |
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (U.S. GAAP) for complete financial statements. These operating results are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. | |
These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission. The December 31, 2014 condensed consolidated balance sheet included herein was derived from the December 31, 2014 audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K. | |
Certain prior year amounts have been reclassified to conform to the current period presentation. See Note 10 – Segment Data for further information. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
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 U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, the valuation of accounts receivable, goodwill and intangible assets, other long-lived assets, share-based compensation, accruals for health, workers’ compensation and professional liability claims, valuation of deferred tax assets, 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. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
ACQUISITIONS | ACQUISITIONS | ||||
Medical Staffing Network | |||||
On June 30, 2014, the Company acquired substantially all of the assets and certain liabilities of Medical Staffing Network Healthcare, LLC (MSN) for an aggregate purchase price of $47.1 million, net of $1.0 million cash acquired. The Company paid $44.6 million, net of cash acquired, and an additional $2.5 million was deferred and is due to the seller 21 months from the acquisition date, less any COBRA expenses incurred by the Company on behalf of former MSN employees over that period. | |||||
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 6 - Debt for further information. | |||||
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 are included in the consolidated statements of operations from July 1, 2014. The acquisition results are substantially reported through the Company's Nurse and Allied Staffing business segment. As such, the associated goodwill related to the acquisition of MSN is fully allocated to Nurse and Allied Staffing. | |||||
Results of Recent Acquisition | |||||
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. As of December 31, 2014, the Company had accrued integration liabilities of $1.9 million, including $0.8 million of ongoing post-employment benefits and $0.9 million for exit costs related to redundant facilities. During the three months ended March 31, 2015, the Company accrued $0.1 million for additional exit liabilities and paid $0.3 million for exit liabilities and $0.5 million in post-employment benefits. As of March 31, 2015, the balance in accrued integration liabilities was $1.0 million, including $0.3 million of ongoing post-employment benefits and $0.7 million for exit liabilities. | |||||
The following unaudited pro forma financial information approximates the consolidated results of operations of the Company as if the MSN acquisition had occurred as of January 1, 2014, 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 $0.2 million in 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. | |||||
Three Months Ended | |||||
31-Mar-14 | |||||
(unaudited, amounts in thousands) | |||||
Revenue from services | $ | 177,290 | |||
Net loss | $ | (1,541 | ) | ||
Net loss per share attributable to common shareholders - Basic | $ | (0.05 | ) | ||
Net loss per share attributable to common shareholders - Diluted | $ | (0.05 | ) |
COMPREHENSIVE_INCOME_LOSS
COMPREHENSIVE INCOME (LOSS) | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
COMPREHENSIVE INCOME (LOSS) | COMPREHENSIVE INCOME (LOSS) |
Total comprehensive income (loss) includes net income or loss and foreign currency translation adjustments, 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 condensed consolidated balance sheets and was approximately $1.1 million at both March 31, 2015 and December 31, 2014. | |
There was no income tax impact related to foreign currency translation adjustments for the three months ended March 31, 2015. During the three months ended March 31, 2014, the Company's condensed consolidated statements of other comprehensive income (loss) included income tax expense of $0.2 million related to foreign currency translation adjustments. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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 available to common shareholders (numerator) by the weighted average number of vested unrestricted common shares outstanding during the period (denominator). Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period including stock appreciation rights and options and unvested restricted stock, as calculated utilizing the treasury stock method, and Convertible Notes using the if-converted method. During the three months ended March 31, 2015, 3,521,126 shares, related to the Convertible Notes issued in June 2014 in conjunction with the MSN acquisition, were included in diluted weighted average shares because their effect was dilutive. During the three months ended March 31, 2015 and March 31, 2014, 406,150 shares and 347,822 shares, respectively, of common stock that are issuable upon the exercise of options and vesting of restricted stock were excluded from the diluted weighted average shares because their effect would have been anti-dilutive. For purposes of calculating net (loss) income per common share for the three months ended March 31, 2014, the Company excluded 452,242 potentially dilutive shares from the calculation as their effect would have been anti-dilutive due to the Company's net loss for that period. | ||||||||
The following table sets forth the components of the numerator and denominator for the computation of the basic and diluted earnings per share: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
(amounts in thousands, except per share data) | ||||||||
Numerator: | ||||||||
Net income (loss) attributable to common shareholders | $ | 2,934 | $ | (782 | ) | |||
Interest on Convertible Notes | 829 | — | ||||||
Gain on derivative liability | (2,147 | ) | — | |||||
Net income (loss) attributable to common shareholders | $ | 1,616 | $ | (782 | ) | |||
Denominator: | ||||||||
Basic weighted average common shares | 31,294 | 31,098 | ||||||
Effective of dilutive shares: | ||||||||
Share-based awards | 639 | — | ||||||
Convertible Notes | 3,521 | — | ||||||
Diluted weighted average common shares outstanding | 35,454 | 31,098 | ||||||
Net income (loss) per share attributable to common shareholders - Basic | $ | 0.09 | $ | (0.03 | ) | |||
Net income (loss) per share attributable to common shareholders - Diluted | $ | 0.05 | $ | (0.03 | ) | |||
For the periods presented, no tax benefits have been assumed in the weighted average share calculation due to a full valuation allowance on the Company's deferred tax assets. |
DEBT
DEBT | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
DEBT | DEBT | |||||||
At March 31, 2015 and December 31, 2014, long-term debt consists of the following: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
(amounts in thousands) | ||||||||
Senior Secured Asset-Based, interest 3.13% and 2.61% at March 31, 2015 and December 31, 2014, respectively | $ | 6,500 | $ | 3,500 | ||||
Second Lien Term Loan, net of unamortized discount of $956, interest 7.50% at March 31, 2015 | 29,044 | 28,989 | ||||||
Convertible Notes, net of unamortized discount of $6,737, interest 8.00% at March 31, 2015 | 18,263 | 17,947 | ||||||
Convertible Notes derivative liability | 21,289 | 23,436 | ||||||
Capital lease obligations | 176 | 202 | ||||||
Total debt | 75,272 | 74,074 | ||||||
Less current portion | (6,608 | ) | (3,607 | ) | ||||
Long-term debt | $ | 68,664 | $ | 70,467 | ||||
Senior Credit Facility | ||||||||
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 has been 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 of field employees 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 March 31, 2015, 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 March 31, 2015, 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 March 31, 2015, the Gross Availability, as defined in the First Lien Loan Agreement, was approximately $72.0 million based on the Company's accounts receivable balance as of February 28, 2015. The Company had $26.5 million letters of credit outstanding and $6.5 million drawn under its revolving credit facility, leaving $39.0 million available as of March 31, 2015. The letters of credit relate to the Company’s workers’ compensation and professional liability insurance policies. | ||||||||
Second Lien Term Loan | ||||||||
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 Loan). 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 Loan bears 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 Loan 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 Loan 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 Loan then being prepaid, plus (2) all remaining scheduled interest payments due on the principal amount of such Second Lien Term Loan 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 Loan being prepaid. The Company may, at its option at any time after June 30, 2015, prepay the Second Lien Term Loan 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 Loan is 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 Loan 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 Loan is 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 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 30-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 30-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 | 3 Months Ended | |
Mar. 31, 2015 | ||
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 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 the 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 is measured at fair value 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 is incorporated into the valuation calculation. | ||
The inputs into the valuation model are as follows: | ||
March 31, 2015 | ||
Closing share price | $11.86 | |
Conversion price | $7.10 | |
Risk-free rate | 1.57% | |
Expected volatility | 40% | |
Dividend yield | —% | |
Expected life | 5.25 years | |
The fair value of this derivative liability is primarily determined by fluctuations in our stock price. As of March 31, 2015, a $1 increase or decrease in our stock price would result in a corresponding increase or decrease of approximately $3.1 million in the fair value of the derivative liability, and a 1% increase or decrease in interest rates would result in an inverse increase or decrease of approximately $0.7 million in the fair value of the derivative liability. These fluctuations result in a current period gain or loss that is presented on the condensed consolidated statement of operations as (gain) loss on derivative liability. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS | |||||||||||||||
The Fair Value Measurements and Disclosures Topic of the FASB ASC defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Fair Value Measurements and Disclosures Topic also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: | ||||||||||||||||
Level 1—Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||||||||
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||||||||||||||
Items Measured at Fair Value on a Recurring Basis | ||||||||||||||||
At March 31, 2015 and December 31, 2014, the Company’s financial assets/liabilities required to be measured on a recurring basis were its deferred compensation liability included in other long-term liabilities and Convertible Notes derivative liability, included in long-term debt and capital lease obligations on the condensed consolidated balance sheets. | ||||||||||||||||
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 7 - Convertible Notes Derivative Liability. | ||||||||||||||||
The table which follows summarizes the estimated fair value of the Company’s financial assets and liabilities measured on a recurring basis as of March 31, 2015 and December 31, 2014: | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||
Financial Liabilities: | (amounts in thousands) | |||||||||||||||
(Level 1) | ||||||||||||||||
Deferred compensation | $ | 1,507 | $ | 1,510 | ||||||||||||
(Level 3) | ||||||||||||||||
Convertible Notes derivative liability | $ | 21,289 | $ | 23,436 | ||||||||||||
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: | ||||||||||||||||
Convertible Notes | ||||||||||||||||
Derivative Liability (a) | ||||||||||||||||
(amounts in thousands) | ||||||||||||||||
31-Dec-14 | $ | 23,436 | ||||||||||||||
Purchases / Sales | — | |||||||||||||||
Settlements | — | |||||||||||||||
Valuation adjustment | (2,147 | ) | ||||||||||||||
31-Mar-15 | $ | 21,289 | ||||||||||||||
_______________ | ||||||||||||||||
(a) | Gain on the valuation of the derivative liability for the three months ended March 31, 2015 was $2.1 million and is included as a line item as part of other expenses (income) on the condensed consolidated statements of operations. See Note 7 - Convertible Notes Derivative Liability. | |||||||||||||||
Items Measured at Fair Value on a Non-Recurring Basis | ||||||||||||||||
Goodwill, trade names, and other identifiable intangible assets are reviewed for impairment annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the testing performed indicates that impairment has occurred, the Company records a non-cash impairment charge for the difference between the carrying amount of the goodwill or other intangible assets and the implied fair value of the goodwill or other intangible assets in the period the determination is made. | ||||||||||||||||
As of 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 Medical Doctor Associates (MDA) trade name. 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. | ||||||||||||||||
The table below presents the fair value of the MDA trade names as of December 31, 2014. | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||
31-Dec-14 | ||||||||||||||||
(amounts in thousands) | ||||||||||||||||
(Level 3) | ||||||||||||||||
MDA Trade names | $ | 17,699 | ||||||||||||||
Other Fair Value Disclosures | ||||||||||||||||
Financial instruments not measured or recorded at fair value in the accompanying condensed consolidated balance sheets consist of cash and cash equivalents, accounts receivable, 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 condensed 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 from 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: | ||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
Financial Liabilities: | (amounts in thousands) | |||||||||||||||
(Level 2) | ||||||||||||||||
Second Lien Term Loan, net (a) | $ | 29,044 | $ | 30,100 | $ | 28,989 | $ | 29,900 | ||||||||
Convertible Notes, net (a) | $ | 18,263 | $ | 19,600 | $ | 17,947 | $ | 19,200 | ||||||||
Senior Secured Asset-Based Loan (b) | $ | 6,500 | $ | 6,500 | $ | 3,500 | $ | 3,500 | ||||||||
_______________ | ||||||||||||||||
(a) | The Second Lien Term Loan and Convertible Notes are reported at their carrying value in the accompanying condensed 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. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Equity [Abstract] | ||||||||||||||
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY | |||||||||||||
Stock Repurchase Program | ||||||||||||||
During both the three months ended March 31, 2015 and 2014, the Company did not repurchase any shares of its Common Stock under its February 2008 Board authorization. | ||||||||||||||
As of March 31, 2015, 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 First Lien Loan Agreement entered into on January 9, 2013, the Company may repurchase up to an aggregate amount of $5.0 million of its Equity Interests. See Note 6 - Debt for further information. At March 31, 2015, the Company had 31,307,755 shares of Common Stock outstanding. | ||||||||||||||
Share-Based Payments | ||||||||||||||
During the three months ended March 31, 2015, 163,340 of both restricted stock awards and performance stock awards were granted under the 2014 Omnibus Incentive Plan to the Company's non-employee Directors and management team. In 2015, the Company changed the timing of its annual grants to management from June to March. 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. If the minimum level of performance is attained for the 2015 awards, restricted stock will be issued with a vesting date of December 31, 2017, subject to the employee’s continuing employment. During the first quarter of 2015, the Company's Compensation Committee of the Board of Directors approved a 41.4% level of attainment for the 2014 performance-based share awards, resulting in the issuance of 86,661 shares of restricted stock that will vest on December 31, 2016. | ||||||||||||||
The following table summarizes restricted stock awards and performance stock awards activity for the three months ended March 31, 2015: | ||||||||||||||
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, 2015 | 659,650 | $ | 5.72 | 218,175 | $ | 5.82 | ||||||||
Granted | 163,340 | $ | 11.86 | 163,340 | $ | 11.86 | ||||||||
Vested | (19,993 | ) | $ | 6.26 | — | $ | — | |||||||
Forfeited | (21,182 | ) | $ | 5.51 | (131,514 | ) | $ | 5.82 | ||||||
Unvested restricted stock awards, March 31, 2015 | 781,815 | $ | 7 | 250,001 | $ | 9.77 | ||||||||
During the three months ended March 31, 2015, $0.4 million was included in selling, general and administrative expenses related to share-based payments and a net of 14,459 shares of Common Stock were issued upon the vesting of restricted stock. | ||||||||||||||
During the three months ended March 31, 2014, $0.5 million was included in selling, general and administrative expenses related to share-based payments. |
SEGMENT_DATA
SEGMENT DATA | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
SEGMENT DATA | SEGMENT DATA | |||||||
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, ambulatory care facilities, retailers, and many other healthcare providers throughout the U.S. | |||||||
● | 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 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. | |||||||
● | 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 to income (loss) from operations for the periods indicated are as follows: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
(amounts in thousands) | ||||||||
Revenues: | ||||||||
Nurse and Allied Staffing (a) | $ | 149,112 | $ | 80,730 | ||||
Physician Staffing (a) | 27,347 | 28,599 | ||||||
Other Human Capital Management Services | 9,505 | 8,762 | ||||||
$ | 185,964 | $ | 118,091 | |||||
Contribution income: (b) | ||||||||
Nurse and Allied Staffing (a) | $ | 10,602 | $ | 5,989 | ||||
Physician Staffing (a) | 2,116 | 731 | ||||||
Other Human Capital Management Services | 602 | 166 | ||||||
13,320 | 6,886 | |||||||
Unallocated corporate overhead | 7,540 | 6,323 | ||||||
Depreciation | 960 | 974 | ||||||
Amortization | 982 | 785 | ||||||
Acquisition and integration costs | 118 | 295 | ||||||
Income (loss) from operations | $ | 3,720 | $ | (1,491 | ) | |||
_______________ | ||||||||
(a) | Effective January 1, 2015, the portion of MDA's allied health staffing business with attributes similar to the Nurse and Allied Staffing business is reported in the Nurse and Allied Staffing segment. Prior year amounts of $0.5 million of revenue and an immaterial amount of contribution income have been reclassified to conform to the current period presentation. | |||||||
(b) | The Company defines contribution income as income or loss from operations before depreciation, amortization, acquisition and integration costs, 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. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES |
Commitments | |
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. | |
Legal Contingencies | |
The Company is subject to legal proceedings and claims that arise in the ordinary course of its business. The Company does not believe the outcome of these matters will have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. | |
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 condensed consolidated statements of operations and the liability is reflected in sales tax payable as of December 31, 2014 and March 31, 2015, on its condensed consolidated balance sheets. |
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES |
For the periods ended March 31, 2015 and 2014, the Company has calculated its effective tax rate based on year-to-date results (under ASC 740-270-30-18) as opposed to estimating its annual effective tax rate. The Company’s effective tax rate for the three months ended March 31, 2015 and March 31, 2014 was 25.4% and 57.8%, respectively, including the impact of discrete items. Excluding discrete items, the Company’s effective tax rate for the three months ended March 31, 2015 and March 31, 2014 was 17.4% and a negative 37.4%, respectively. The effective tax rates are different than the statutory rates primarily due to the impact from amortization of indefinite-lived intangible assets for tax purposes, the partial non-deductibility of certain per diem expenses and international and state minimum taxes, which were partly offset by the reduction in unrecognized tax benefits due to the expiration of certain statutes of limitations. | |
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. 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. | |
As of March 31, 2015, the Company had approximately $4.0 million of unrecognized tax benefits included in other current liabilities and other long-term liabilities ($3.6 million, net of deferred taxes, which would affect the effective tax rate if recognized). During the three months ended March 31, 2015, the Company had gross increases of $0.2 million to its current year unrecognized tax benefits related to federal and state tax issues. | |
The tax years of 2004, 2005, 2008, and 2010 through 2013 remain open to examination by certain taxing jurisdictions to which the Company is subject to tax, other than certain states in which the statute of limitations has been extended. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
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 $3.6 million and $2.3 million for the three months ended March 31, 2015 and March 31, 2014, respectively. Accounts receivable due from these hospitals at March 31, 2015 and December 31, 2014 were approximately $2.6 million and $2.0 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 $2.2 million for the three months ended March 31, 2015. At March 31, 2015 and December 31, 2014, the Company had a receivable balance of $0.7 million and $0.9 million, respectively, and a payable balance of $0.1 million at the end of each period, relating to these staffing services. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS |
In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other -Internal-Use Software (Subtopic 350-40), Customers Accounting for Fees Paid in a Cloud Computing Arrangement, to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement. The amendments provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license element, then the customer should account for the software license element arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments are effective for the Company for annual and interim periods beginning after December 15, 2015. A Company can elect prospective or retrospective adoption and early adoption is permitted. The Company expects to adopt this standard in its first quarter of 2016. The Company is currently evaluating the potential impact of the new guidance. | |
In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs. This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This guidance is effective for the Company for fiscal years and interim periods beginning after December 15, 2015, and requires retrospective application. We expect to adopt this guidance when effective, and do not expect this guidance to have a significant impact on our financial statements, although it will change the financial statement classification of our debt issuance costs. As of March 31, 2015 and December 31, 2014, the Company had $1.2 million and $1.3 million of net debt issuance costs included on its condensed consolidated balance sheets. Under the new guidance, the net debt issuance costs would offset the carrying amount of the respective debt on the condensed consolidated balance sheets. | |
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. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates |
The preparation of consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, the valuation of accounts receivable, goodwill and intangible assets, other long-lived assets, share-based compensation, accruals for health, workers’ compensation and professional liability claims, valuation of deferred tax assets, 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. |
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Schedule of unaudited pro forma financial information | The following unaudited pro forma financial information approximates the consolidated results of operations of the Company as if the MSN acquisition had occurred as of January 1, 2014, 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 $0.2 million in 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. | ||||
Three Months Ended | |||||
31-Mar-14 | |||||
(unaudited, amounts in thousands) | |||||
Revenue from services | $ | 177,290 | |||
Net loss | $ | (1,541 | ) | ||
Net loss per share attributable to common shareholders - Basic | $ | (0.05 | ) | ||
Net loss per share attributable to common shareholders - Diluted | $ | (0.05 | ) |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Components of Numerator and Denominator for Computation of Basic and Diluted Earnings per Share | The following table sets forth the components of the numerator and denominator for the computation of the basic and diluted earnings per share: | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
(amounts in thousands, except per share data) | ||||||||
Numerator: | ||||||||
Net income (loss) attributable to common shareholders | $ | 2,934 | $ | (782 | ) | |||
Interest on Convertible Notes | 829 | — | ||||||
Gain on derivative liability | (2,147 | ) | — | |||||
Net income (loss) attributable to common shareholders | $ | 1,616 | $ | (782 | ) | |||
Denominator: | ||||||||
Basic weighted average common shares | 31,294 | 31,098 | ||||||
Effective of dilutive shares: | ||||||||
Share-based awards | 639 | — | ||||||
Convertible Notes | 3,521 | — | ||||||
Diluted weighted average common shares outstanding | 35,454 | 31,098 | ||||||
Net income (loss) per share attributable to common shareholders - Basic | $ | 0.09 | $ | (0.03 | ) | |||
Net income (loss) per share attributable to common shareholders - Diluted | $ | 0.05 | $ | (0.03 | ) | |||
DEBT_Tables
DEBT (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Long-term Debt | At March 31, 2015 and December 31, 2014, long-term debt consists of the following: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
(amounts in thousands) | ||||||||
Senior Secured Asset-Based, interest 3.13% and 2.61% at March 31, 2015 and December 31, 2014, respectively | $ | 6,500 | $ | 3,500 | ||||
Second Lien Term Loan, net of unamortized discount of $956, interest 7.50% at March 31, 2015 | 29,044 | 28,989 | ||||||
Convertible Notes, net of unamortized discount of $6,737, interest 8.00% at March 31, 2015 | 18,263 | 17,947 | ||||||
Convertible Notes derivative liability | 21,289 | 23,436 | ||||||
Capital lease obligations | 176 | 202 | ||||||
Total debt | 75,272 | 74,074 | ||||||
Less current portion | (6,608 | ) | (3,607 | ) | ||||
Long-term debt | $ | 68,664 | $ | 70,467 | ||||
CONVERTIBLE_NOTES_DERIVATIVE_L1
CONVERTIBLE NOTES DERIVATIVE LIABILITY (Tables) | 3 Months Ended | |
Mar. 31, 2015 | ||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Schedule of Inputs into Valuation Model | The inputs into the valuation model are as follows: | |
March 31, 2015 | ||
Closing share price | $11.86 | |
Conversion price | $7.10 | |
Risk-free rate | 1.57% | |
Expected volatility | 40% | |
Dividend yield | —% | |
Expected life | 5.25 years |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
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 March 31, 2015 and December 31, 2014: | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||
Financial Liabilities: | (amounts in thousands) | |||||||||||||||
(Level 1) | ||||||||||||||||
Deferred compensation | $ | 1,507 | $ | 1,510 | ||||||||||||
(Level 3) | ||||||||||||||||
Convertible Notes derivative liability | $ | 21,289 | $ | 23,436 | ||||||||||||
Schedule of reconciliation of opening and closing balances for fair value measurements categorized within Level 3 | 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: | |||||||||||||||
Convertible Notes | ||||||||||||||||
Derivative Liability (a) | ||||||||||||||||
(amounts in thousands) | ||||||||||||||||
31-Dec-14 | $ | 23,436 | ||||||||||||||
Purchases / Sales | — | |||||||||||||||
Settlements | — | |||||||||||||||
Valuation adjustment | (2,147 | ) | ||||||||||||||
31-Mar-15 | $ | 21,289 | ||||||||||||||
_______________ | ||||||||||||||||
(a) | Gain on the valuation of the derivative liability for the three months ended March 31, 2015 was $2.1 million and is included as a line item as part of other expenses (income) on the condensed consolidated statements of operations. See Note 7 - Convertible Notes Derivative Liability. | |||||||||||||||
Summary of Estimated Fair Values of Financial Assets and Liabilities Measured on a Non-Recurring Basis | The table below presents the fair value of the MDA trade names as of December 31, 2014. | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
31-Dec-14 | ||||||||||||||||
(amounts in thousands) | ||||||||||||||||
(Level 3) | ||||||||||||||||
MDA Trade names | $ | 17,699 | ||||||||||||||
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: | |||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
Financial Liabilities: | (amounts in thousands) | |||||||||||||||
(Level 2) | ||||||||||||||||
Second Lien Term Loan, net (a) | $ | 29,044 | $ | 30,100 | $ | 28,989 | $ | 29,900 | ||||||||
Convertible Notes, net (a) | $ | 18,263 | $ | 19,600 | $ | 17,947 | $ | 19,200 | ||||||||
Senior Secured Asset-Based Loan (b) | $ | 6,500 | $ | 6,500 | $ | 3,500 | $ | 3,500 | ||||||||
_______________ | ||||||||||||||||
(a) | The Second Lien Term Loan and Convertible Notes are reported at their carrying value in the accompanying condensed 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. |
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Equity [Abstract] | ||||||||||||||
Summary of Restricted Stock Activity | The following table summarizes restricted stock awards and performance stock awards activity for the three months ended March 31, 2015: | |||||||||||||
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, 2015 | 659,650 | $ | 5.72 | 218,175 | $ | 5.82 | ||||||||
Granted | 163,340 | $ | 11.86 | 163,340 | $ | 11.86 | ||||||||
Vested | (19,993 | ) | $ | 6.26 | — | $ | — | |||||||
Forfeited | (21,182 | ) | $ | 5.51 | (131,514 | ) | $ | 5.82 | ||||||
Unvested restricted stock awards, March 31, 2015 | 781,815 | $ | 7 | 250,001 | $ | 9.77 | ||||||||
SEGMENT_DATA_Tables
SEGMENT DATA (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Information on Operating Segments and Reconciliation to Loss From Operations | Information on operating segments and a reconciliation to income (loss) from operations for the periods indicated are as follows: | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
(amounts in thousands) | ||||||||
Revenues: | ||||||||
Nurse and Allied Staffing (a) | $ | 149,112 | $ | 80,730 | ||||
Physician Staffing (a) | 27,347 | 28,599 | ||||||
Other Human Capital Management Services | 9,505 | 8,762 | ||||||
$ | 185,964 | $ | 118,091 | |||||
Contribution income: (b) | ||||||||
Nurse and Allied Staffing (a) | $ | 10,602 | $ | 5,989 | ||||
Physician Staffing (a) | 2,116 | 731 | ||||||
Other Human Capital Management Services | 602 | 166 | ||||||
13,320 | 6,886 | |||||||
Unallocated corporate overhead | 7,540 | 6,323 | ||||||
Depreciation | 960 | 974 | ||||||
Amortization | 982 | 785 | ||||||
Acquisition and integration costs | 118 | 295 | ||||||
Income (loss) from operations | $ | 3,720 | $ | (1,491 | ) | |||
_______________ | ||||||||
(a) | Effective January 1, 2015, the portion of MDA's allied health staffing business with attributes similar to the Nurse and Allied Staffing business is reported in the Nurse and Allied Staffing segment. Prior year amounts of $0.5 million of revenue and an immaterial amount of contribution income have been reclassified to conform to the current period presentation. | |||||||
(b) | The Company defines contribution income as income or loss from operations before depreciation, amortization, acquisition and integration costs, 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. |
ACQUISITIONS_Narrative_Detail
ACQUISITIONS - Narrative (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Jun. 29, 2014 | |
Business Acquisition [Line Items] | |||||
Adjustment for nonrecurring costs in Net Loss | $3,050,000 | ($782,000) | |||
Term Loan Facility [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt | 29,044,000 | 28,989,000 | |||
Convertible Notes Payable [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt | 18,263,000 | 17,947,000 | |||
Revolving Credit Facility [Member] | First Lien Loan Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Line of credit facility, term (in years) | 3 years | ||||
Credit facility maximum borrowing capacity | 85,000,000 | 65,000,000 | |||
Medical Staffing Network [Member] | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | 47,100,000 | ||||
Cash Acquired from Acquisition | 1,000,000 | ||||
Acquisition of assets of Medical Staffing Network, net of cash acquired | 44,600,000 | ||||
Deferred compensation | 2,500,000 | ||||
Period of deferred compensation | 21 months | ||||
Integration liabilities | 1,000,000 | 1,900,000 | |||
Additional exit liabilities | 100,000 | ||||
Medical Staffing Network [Member] | Subordinated Debt [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt | 55,000,000 | ||||
Medical Staffing Network [Member] | Term Loan Facility [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt | 30,000,000 | ||||
Line of credit facility, term (in years) | 5 years | ||||
Medical Staffing Network [Member] | Convertible Notes Payable [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt | 25,000,000 | ||||
Line of credit facility, term (in years) | 6 years | ||||
Debt conversion price | $7.10 | ||||
Medical Staffing Network [Member] | Acquisition-related Costs [Member] | |||||
Business Acquisition [Line Items] | |||||
Adjustment for nonrecurring costs in Net Loss | 200,000 | ||||
Medical Staffing Network [Member] | Ongoing Postemployment Benefits [Member] | |||||
Business Acquisition [Line Items] | |||||
Integration liabilities | 300,000 | 800,000 | |||
Payments for exit liabilities | 500,000 | ||||
Medical Staffing Network [Member] | Exit Costs [Member] | |||||
Business Acquisition [Line Items] | |||||
Integration liabilities | 700,000 | 900,000 | |||
Payments for exit liabilities | 300,000 | ||||
Medical Staffing Network [Member] | Revolving Credit Facility [Member] | First Lien Loan Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Credit facility maximum borrowing capacity | $85,000,000 | $65,000,000 |
ACQUISITIONS_Schedule_of_Profo
ACQUISITIONS - Schedule of Pro-forma Information (Details) (Medical Staffing Network [Member], USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 |
Medical Staffing Network [Member] | |
Business Acquisition [Line Items] | |
Revenue from services | $177,290 |
Net loss | ($1,541) |
Net loss per common share - basic (usd per share) | ($0.05) |
Net loss per common share - diluted (usd per share) | ($0.05) |
COMPREHENSIVE_INCOME_LOSS_Narr
COMPREHENSIVE INCOME (LOSS) - Narrative (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Equity [Abstract] | |||
Cumulative impact of currency fluctuations | $1,100,000 | $1,100,000 | |
Income tax expense related to items of other comprehensive income | $0 | $162,000 |
EARNINGS_PER_SHARE_Narrative_D
EARNINGS PER SHARE - Narrative (Detail) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock shares that have been excluded from the per share calculation | 406,150 | |
Shares attributable to the dilutive effect of convertible notes | 3,521,126 | 0 |
Employee Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock shares that have been excluded from the per share calculation | 347,822 | |
Employee Stock Options Dilutive Due to Net Loss | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock shares that have been excluded from the per share calculation | 452,242 |
EARNINGS_PER_SHARE_Components_
EARNINGS PER SHARE - Components of Numerator and Denominator for Computation of Basic and Diluted Earnings per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Net income (loss) attributable to common shareholders | $2,934 | ($782) |
Interest on Convertible Notes | 829 | 0 |
Gain on derivative liability | -2,147 | 0 |
Net Income (Loss) Available to Common Stockholders, Diluted | $1,616 | ($782) |
Net income (loss) per share attributable to common shareholders - Basic | ||
Basic weighted average common shares | 31,294,000 | 31,098,000 |
Net (loss) income attributable to Cross Country Healthcare, Inc. (in usd per share) | $0.09 | ($0.03) |
Net income (loss) per share attributable to common shareholders - Diluted | ||
Net (loss) income attributable to Cross Country Healthcare, Inc. (in usd per share) | $0.05 | ($0.03) |
Effective of dilutive shares: | ||
Share-based awards (shares) | 639,000 | 0 |
Convertible Notes (shares) | 3,521,126 | 0 |
Diluted weighted average common shares outstanding | 35,454,000 | 31,098,000 |
DEBT_Long_Term_Debt_Detail
DEBT - Long- Term Debt (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Capital lease obligations | $176,000 | $202,000 |
Total debt | 75,272,000 | 74,074,000 |
Less current portion | -6,608,000 | -3,607,000 |
Long-term debt | 68,664,000 | 70,467,000 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 6,500,000 | 3,500,000 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 29,044,000 | 28,989,000 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 18,263,000 | 17,947,000 |
Convertible Note Derivative Liability [Member] | ||
Debt Instrument [Line Items] | ||
Debt | $21,289,000 | $23,436,000 |
DEBT_Additional_Information_De
DEBT - Additional Information (Detail) (USD $) | Dec. 31, 2014 | Mar. 31, 2015 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Revolver credit facility, interest rate | 2.61% | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Revolver credit facility, interest rate | 3.13% | |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 7.50% | |
Unamortized Discount | 956 | |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8.00% | |
Unamortized Discount | 6,737 |
DEBT_Narrative_Detail
DEBT - Narrative (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Jun. 30, 2014 | Jun. 29, 2014 | |
Debt Instrument [Line Items] | |||
Debt Instrument Covenant, Availability Threshold | 4,000,000 | ||
First Lien Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Quarterly commitment fee on the average daily unused portion | 0.38% | ||
Standby Letters of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding | 26,500,000 | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Short-term Debt, Interest Rate Increase | 2.00% | ||
Revolving Credit Facility [Member] | First Lien Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility, amount drawn | 6,500,000 | ||
Line of Credit [Member] | First Lien Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Remaining borrowing capacity | 39,000,000 | ||
Second Lien Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility maximum borrowing capacity | 30,000,000 | ||
Line of credit facility, term (in years) | 5 years | ||
Interest margin | 6.50% | ||
Unamortized Discount | 1,100,000 | ||
Proceeds from debt, net of issuance costs | 28,900,000 | ||
Fees related to the modified portion of debt | 400,000 | ||
Debt Instrument, Basis Spread on Variable Rate, Floor | 1.00% | ||
Prepayment of Debt, Prepayment Premium, Percent of Aggregate Principal | 103.00% | ||
Mandatory Prepayments As Percentage Of Excess Cash Flow | 50.00% | ||
Mandatory Prepayments in Excess of Cash Flow, Threshold | 5,000,000 | ||
Mandatory Prepayments, Percentage of Net Cash Proceeds of Asset Sold | 100.00% | ||
Mandatory Prepayments, Percent of Cash Proceeds of Issuances of Debt | 100.00% | ||
Mandatory Prepayment, Percent of Net Cash Proceeds of Equity Offering | 50.00% | ||
Debt To Ebitda Ratio | 4.5 | ||
Second Lien Term Loan [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Short-term Debt, Interest Rate Increase | 2.00% | ||
First Lien Loan Agreement [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility maximum borrowing capacity | 85,000,000 | 65,000,000 | |
Line of credit facility, 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 (percentage) | 85.00% | ||
Line of credit facility, eligible unbilled accounts receivable per the loan agreement (percentage) | 85.00% | ||
Line of credit facility, eligible borrowing of unbilled accounts receivable | 18,000,000 | ||
Required percentage of aggregate amount of the commitment | 12.50% | ||
Required minimum availability under credit facility to avoid negative covenants | 8,300,000 | ||
Minimum fixed charge coverage ratio | 1 | ||
Line of Credit Facility, Current Borrowing Capacity | 72,000,000 | ||
First Lien Loan Agreement [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Interest margin | 1.50% | ||
Line of Credit Facility, Interest Rate Description | LIBOR | ||
First Lien Loan Agreement [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Interest margin | 0.50% | ||
Line of Credit Facility, Interest Rate Description | Base Rate | ||
First Lien Loan Agreement [Member] | Revolving Credit Facility [Member] | Swingline Borrowings [Member] | |||
Debt Instrument [Line Items] | |||
Subfacility loans percentage up to aggregate revolver commitments | 10.00% | ||
First Lien Loan Agreement [Member] | Revolving Credit Facility [Member] | Standby Letters of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit, subfacility for standby letters of credit | 35,000,000 | 20,000,000 | |
Period July 1, 2015 through June 30, 2016 [Member] | Second Lien Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 103.00% | ||
Period July 1, 2016 through June 30, 2017 [Member] | Second Lien Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 102.00% | ||
After June 30, 2017 [Member] | Second Lien Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 100.00% | ||
Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Proceeds from debt, net of issuance costs | 24,100,000 | ||
Fees related to the modified portion of debt | $300,000 | ||
Treasury Rate [Member] | Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt, Basis Spread on Discount Rate on Prepayment, Percentage | 0.50% | 0.50% |
DEBT_Private_Placement_of_Conv
DEBT - Private Placement of Convertible Notes Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | |
Jun. 30, 2014 | Mar. 31, 2015 | Jun. 30, 2014 | |
D | |||
instrument | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Unamortized Discount, Conversion and Redemption Features | $6,800,000 | $6,800,000 | |
Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt | 25,000,000 | 25,000,000 | |
Debt Instrument, unamortized discount, interest rate portion | 900,000 | 900,000 | |
Proceeds from debt, net of issuance costs | 24,100,000 | ||
Debt Issuance Cost | $300,000 | ||
Common Stock, Par or Stated Value Per Share | $0.00 | ||
Debt conversion price | $7.10 | ||
Debt instrument, convertible, number of equity instruments | 3,521,126 | ||
Debt instrument, convertible, threshold percentage of stock price trigger | 125.00% | ||
Debt instrument, convertible, threshold trading days | 20 | ||
Debt instrument, convertible, threshold consecutive trading days | 30 days | ||
Interest Rate | 8.00% | 8.00% | |
Debt instrument, interest, percent paid in kind, maximum | 4.00% | ||
Convertible debt redeemed after permissible date, redemption premium, percent of principal | 15.00% | ||
Convertible debt redeemed before permissible date, redemption premium, percent of principal | 115.00% | ||
Treasury Rate [Member] | Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Convertible debt, basis spread on discount rate on redemption, percentage | 0.50% | 0.50% |
CONVERTIBLE_NOTES_DERIVATIVE_L2
CONVERTIBLE NOTES DERIVATIVE LIABILITY (Details) (USD $) | 3 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Closing share price (in dollars per share) | $11.86 |
Conversion price (in dollars per share) | $7.10 |
Risk-free rate | 1.57% |
Expected volatility | 40.00% |
Dividend yield | 0.00% |
Expected life | 5 years 3 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 (in usd per share) | $1 |
Change in interest rates (as a percentage) | 1.00% |
FAIR_VALUE_MEASUREMENTS_Narrat
FAIR VALUE MEASUREMENTS - Narrative (Detail) (USD $) | 1 Months Ended | 3 Months Ended |
In Millions, unless otherwise specified | Oct. 31, 2014 | Mar. 31, 2015 |
Trade Names [Member] | Physician Staffing [Member] | ||
Fair Value Measurement [Line Items] | ||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $10 | |
Minimum [Member] | ||
Fair Value Measurement [Line Items] | ||
Threshold period, past due for payment of services provided (in days) | 15 days | |
Maximum [Member] | ||
Fair Value Measurement [Line Items] | ||
Threshold period, past due for payment of services provided (in days) | 60 days |
FAIR_VALUE_MEASUREMENTS_Estima
FAIR VALUE MEASUREMENTS - Estimated Fair values Assets and Liabilities Measured on Recurring Basis (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Inputs, Level 1 [Member] | Deferred compensation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation | $1,507 | $1,510 |
Fair Value, Inputs, Level 3 [Member] | Convertible Notes, Net [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible Notes derivative liability | $21,289 | $23,436 |
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 $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | |
Convertible Note Derivative Liability | |||
Gain (loss) on derivative liability | ($2,147) | $0 | |
Derivative Financial Instruments, Liabilities [Member] | |||
Convertible Note Derivative Liability | |||
31-Dec-14 | 23,436 | [1] | |
Purchases / Sales | 0 | [1] | |
Settlements | 0 | [1] | |
Valuation adjustment | -2,147 | [1] | |
31-Mar-15 | $21,289 | [1] | |
[1] | the valuation of the derivative liability for the three months ended MarchB 31, 2015 was $2.1 million and is included as a line item as part of other expenses (income) on the condensed consolidated statements of operations. See Note 7 - Convertible Notes Derivative Liability. |
FAIR_VALUE_MEASUREMENTS_Estima1
FAIR VALUE MEASUREMENTS - Estimated Fair Values Assets and Liabilities Measured on Non-Recurring Basis (Detail) (Fair Value, Measurements, Nonrecurring [Member], Fair Value, Inputs, Level 3 [Member], USD $) | Dec. 31, 2014 |
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 |
FAIR_VALUE_MEASUREMENTS_Financ
FAIR VALUE MEASUREMENTS - Financial Instrument that were not Measured at Fair Value (Detail) (Fair Value, Inputs, Level 2 [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
Second Lien Term Loan [Member] | Reported Value Measurement [Member] | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Financial Liabilities, Carrying Amount | $29,044,000 | [1] | $28,989,000 | [1] |
Second Lien Term Loan [Member] | Estimate of Fair Value Measurement [Member] | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Financial Liabilities, Fair Value | 30,100,000 | [1] | 29,900,000 | [1] |
Convertible Notes, Net [Member] | Reported Value Measurement [Member] | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Financial Liabilities, Carrying Amount | 18,263,000 | [1] | 17,947,000 | [1] |
Convertible Notes, Net [Member] | Estimate of Fair Value Measurement [Member] | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Financial Liabilities, Fair Value | 19,600,000 | [1] | 19,200,000 | [1] |
Senior Secured Asset Based [Member] | Reported Value Measurement [Member] | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Financial Liabilities, Carrying Amount | 6,500,000 | [2] | 3,500,000 | [2] |
Senior Secured Asset Based [Member] | Estimate of Fair Value Measurement [Member] | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Financial Liabilities, Fair Value | $6,500,000 | [2] | $3,500,000 | [2] |
[1] | The Second Lien Term Loan and Convertible Notes are reported at their carrying value in the accompanying condensed 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. | |||
[2] | 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. |
STOCKHOLDERS_EQUITY_Narrative_
STOCKHOLDERS' EQUITY - Narrative (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 09, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common shares left remaining to repurchase under the plan (up to) | 942,443 | ||
Stock Repurchase Program, Authorized Amount (up to) | $5,000,000 | ||
Number of shares of common stock outstanding (in shares) | 31,307,755 | ||
Share-based compensation | $376,000 | $452,000 | |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 163,340 | ||
Vested in period, net (in shares) | 14,459 | ||
Restricted Stock [Member] | Omnibus Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 163,340 | ||
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 163,340 | ||
Performance Shares [Member] | Omnibus Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 163,340 | ||
Level of performance attained and approved (percentage) | 41.40% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 86,661 |
STOCKHOLDERS_EQUITY_Summary_of
STOCKHOLDERS' EQUITY - (Summary of Restricted Stock and Performance Shares) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Restricted Stock [Member] | |
Number of Shares | |
Unvested restricted stock awards, January 1, 2015 | 659,650 |
Granted | 163,340 |
Vested | -19,993 |
Forfeited | -21,182 |
Unvested restricted stock awards, March 31, 2015 | 781,815 |
Weighted Average Grant Date Fair Value | |
Unvested restricted stock awards, January 1, 2015 | $5.72 |
Granted | $11.86 |
Vested | $6.26 |
Forfeited | $5.51 |
Unvested restricted stock awards, March 31, 2015 | $7 |
Performance Shares [Member] | |
Number of Shares | |
Unvested restricted stock awards, January 1, 2015 | 218,175 |
Granted | 163,340 |
Vested | 0 |
Forfeited | -131,514 |
Unvested restricted stock awards, March 31, 2015 | 250,001 |
Weighted Average Grant Date Fair Value | |
Unvested restricted stock awards, January 1, 2015 | $5.82 |
Granted | $11.86 |
Vested | $0 |
Forfeited | $5.82 |
Unvested restricted stock awards, March 31, 2015 | $9.77 |
SEGMENT_DATA_Narrative_Detail
SEGMENT DATA - Narrative (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
segment | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 3 |
SEGMENT_DATA_Information_on_Op
SEGMENT DATA - Information on Operating Segments and Reconciliation to Loss From Operations (Detail) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenues | $185,964,000 | $118,091,000 | ||
Contribution income | 13,320,000 | [1] | 6,886,000 | [1] |
Unallocated corporate overhead | 7,540,000 | 6,323,000 | ||
Depreciation | 960,000 | 974,000 | ||
Amortization | 982,000 | 785,000 | ||
Acquisition and integration costs | 118,000 | 295,000 | ||
Income (loss) from operations | 3,720,000 | -1,491,000 | ||
Revenue from services reclassified to Nurse and Allied Staffing business | 500,000 | |||
Nurse and allied staffing [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenues | 149,112,000 | [2] | 80,730,000 | [2] |
Contribution income | 10,602,000 | [1],[2] | 5,989,000 | [1],[2] |
Physician staffing [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenues | 27,347,000 | [2] | 28,599,000 | [2] |
Contribution income | 2,116,000 | [1],[2] | 731,000 | [1],[2] |
Other human capital management services [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenues | 9,505,000 | 8,762,000 | ||
Contribution income | $602,000 | [1] | $166,000 | [1] |
[1] | The Company defines contribution income as income or loss from operations before depreciation, amortization, acquisition and integration costs, 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. | |||
[2] | Effective January 1, 2015, the portion of MDA's allied health staffing business with attributes similar to the Nurse and Allied Staffing business is reported in the Nurse and Allied Staffing segment. Prior year amounts of $0.5 million of revenue and an immaterial amount of contribution income have been reclassified to conform to the current period presentation. |
INCOME_TAXES_Narrative_Detail
INCOME TAXES - Narrative (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (percent) | 25.40% | 57.80% |
Effective income tax rate continuing operations excluding discrete items (percent) | 17.40% | 37.40% |
Unrecognized Tax Benefits | $4 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 3.6 | |
Unrecognized Tax Benefits Period Gross Increases | 0.2 | |
Income tax examination years subject to examination | 2004, 2005, 2008, and 2010 through 2013 | |
Prior Period Adjustment [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Change in valuation allowance | 1.7 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | |||
Revenue from related parties | $3.60 | $2.30 | |
Accounts receivable from related parties | 2.6 | 2 | |
InteliStaf [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 2.2 | ||
Joint venture, percent ownership | 68.00% | ||
Receivable balance with joint venture | 0.7 | 0.9 | |
Payable balance with joint venture | $0.10 | $0.10 |
RECENT_ACCOUNTING_PRONOUNCEMEN1
RECENT ACCOUNTING PRONOUNCEMENTS - (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ||
Debt issuance costs, net | $1,163 | $1,257 |