Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 31, 2017 | |
Document and Entity Information [Abstract] | ||
Trading Symbol | CCRN | |
Entity Registrant Name | CROSS COUNTRY HEALTHCARE INC | |
Entity Central Index Key | 1,141,103 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 36,494,303 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 33,936 | $ 20,630 |
Accounts receivable, net of allowances of $3,280 in 2017 and $3,245 in 2016 | 155,903 | 173,620 |
Prepaid expenses | 6,230 | 6,126 |
Insurance recovery receivable | 3,197 | 3,037 |
Other current assets | 1,249 | 2,198 |
Total current assets | 200,515 | 205,611 |
Property and equipment, net of accumulated depreciation of $45,364 in 2017 and $43,141 in 2016 | 13,862 | 12,818 |
Goodwill | 79,648 | 79,648 |
Trade names, indefinite-lived | 35,402 | 35,402 |
Other intangible assets, net | 34,690 | 36,835 |
Other non-current assets | 18,373 | 18,064 |
Total assets | 382,490 | 388,378 |
Current liabilities: | ||
Accounts payable and accrued expenses | 52,435 | 58,837 |
Accrued compensation and benefits | 31,073 | 33,243 |
Other current liabilities | 6,097 | 5,012 |
Total current liabilities | 89,605 | 97,092 |
Long-term debt and capital lease obligations, less current portion | 35,344 | 84,760 |
Non-current deferred tax liabilities | 14,353 | 13,154 |
Long-term accrued claims | 29,066 | 28,870 |
Contingent consideration | 4,390 | 5,301 |
Other long-term liabilities | 8,084 | 7,399 |
Total liabilities | 180,842 | 236,576 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock | 4 | 3 |
Additional paid-in capital | 303,917 | 256,570 |
Accumulated other comprehensive loss | (1,183) | (1,241) |
Accumulated deficit | (101,784) | (104,089) |
Total Cross Country Healthcare, Inc. stockholders' equity | 200,954 | 151,243 |
Noncontrolling interest | 694 | 559 |
Total stockholders' equity | 201,648 | 151,802 |
Total liabilities and stockholders' equity | $ 382,490 | $ 388,378 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 3,280 | $ 3,245 |
Property and equipment, accumulated depreciation | $ 45,364 | $ 43,141 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue from services | $ 209,313,000 | $ 199,443,000 | $ 416,886,000 | $ 396,026,000 |
Cost of services | 152,785,000 | 144,597,000 | 307,083,000 | 290,134,000 |
Gross profit | 56,528,000 | 54,846,000 | 109,803,000 | 105,892,000 |
Operating expenses: | ||||
Selling, general and administrative expenses | 46,600,000 | 44,675,000 | 93,836,000 | 87,608,000 |
Bad debt expense | 326,000 | 228,000 | 649,000 | 477,000 |
Depreciation and amortization | 2,285,000 | 2,465,000 | 4,476,000 | 4,877,000 |
Acquisition-related contingent consideration | 281,000 | 183,000 | 551,000 | 470,000 |
Acquisition and integration costs | 587,000 | 0 | 587,000 | 0 |
Impairment charges | 0 | 24,311,000 | 0 | 24,311,000 |
Total operating expenses | 50,079,000 | 71,862,000 | 100,099,000 | 117,743,000 |
Income (loss) from operations | 6,449,000 | (17,016,000) | 9,704,000 | (11,851,000) |
Other expenses (income): | ||||
Interest expense | 535,000 | 1,608,000 | 1,754,000 | 3,243,000 |
Loss (gain) on derivative liability | 0 | 3,571,000 | (1,581,000) | (12,865,000) |
Loss on early extinguishment of debt | 0 | 1,568,000 | 4,969,000 | 1,568,000 |
Other income, net | (59,000) | (34,000) | (59,000) | (51,000) |
Income (loss) before income taxes | 5,973,000 | (23,729,000) | 4,621,000 | (3,746,000) |
Income tax expense (benefit) | 753,000 | (6,634,000) | 1,119,000 | (5,837,000) |
Consolidated net income (loss) | 5,220,000 | (17,095,000) | 3,502,000 | 2,091,000 |
Less: Net income attributable to noncontrolling interest in subsidiary | 370,000 | 142,000 | 662,000 | 306,000 |
Net income (loss) attributable to common shareholders | $ 4,850,000 | $ (17,237,000) | $ 2,840,000 | $ 1,785,000 |
Net income (loss) per share attributable to common shareholders - Basic | ||||
Net income (loss) per share attributable to common shareholders - Basic (in dollars per share) | $ 0.14 | $ (0.54) | $ 0.08 | $ 0.06 |
Net income (loss) per share attributable to common shareholders - Diluted | ||||
Net income (loss) per share attributable to common shareholders - Diluted (in dollars per share) | $ 0.13 | $ (0.54) | $ 0.05 | $ (0.26) |
Weighted average common shares outstanding: | ||||
Basic (shares) | 35,651 | 32,085 | 34,269 | 32,021 |
Diluted (shares) | 36,021 | 32,085 | 36,250 | 36,194 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Consolidated net income (loss) | $ 5,220 | $ (17,095) | $ 3,502 | $ 2,091 |
Other comprehensive income (loss), before income tax: | ||||
Unrealized foreign currency translation gain (loss) | 24 | (20) | 58 | (27) |
Other comprehensive income (loss), net of tax | 24 | (20) | 58 | (27) |
Comprehensive income (loss) | 5,244 | (17,115) | 3,560 | 2,064 |
Less: Net income attributable to noncontrolling interest in subsidiary | 370 | 142 | 662 | 306 |
Comprehensive income (loss) attributable to common shareholders | $ 4,874 | $ (17,257) | $ 2,898 | $ 1,758 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities | ||
Consolidated net income | $ 3,502,000 | $ 2,091,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 4,476,000 | 4,877,000 |
Amortization of debt discount and debt issuance costs | 429,000 | 902,000 |
Provision for allowances | 1,935,000 | 2,254,000 |
Deferred income tax expense | 1,200,000 | (6,288,000) |
Gain on derivative liability | (1,581,000) | (12,865,000) |
Acquisition-related contingent consideration | 551,000 | 470,000 |
Impairment charges | 0 | 24,311,000 |
Loss on early extinguishment of debt | 4,969,000 | 1,568,000 |
Equity compensation | 2,015,000 | 1,767,000 |
Other non-cash costs | 22,000 | 5,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 15,783,000 | 9,000 |
Prepaid expenses and other assets | 279,000 | 565,000 |
Accounts payable and accrued expenses | (8,449,000) | (5,007,000) |
Other liabilities | 394,000 | (1,792,000) |
Net cash provided by operating activities | 25,525,000 | 12,867,000 |
Cash flows from investing activities | ||
Acquisition-related settlements | 0 | (1,858,000) |
Purchases of property and equipment | (3,386,000) | (2,616,000) |
Net cash used in investing activities | (3,386,000) | (4,474,000) |
Cash flows from financing activities | ||
Debt issuance costs | 0 | (990,000) |
Repayments of debt | (6,509,000) | (95,247,000) |
Borrowings on debt | 0 | 97,200,000 |
Extinguishment fees | (578,000) | (641,000) |
Other | (1,769,000) | (914,000) |
Net cash used in financing activities | (8,856,000) | (592,000) |
Effect of exchange rate changes on cash | 23,000 | (25,000) |
Change in cash and cash equivalents | 13,306,000 | 7,776,000 |
Cash and cash equivalents at beginning of period | 20,630,000 | 2,453,000 |
Cash and cash equivalents at end of period | $ 33,936,000 | $ 10,229,000 |
EARNINGS PER SHARE - Additional
EARNINGS PER SHARE - Additional Information - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Dilutive convertible notes (shares) | 0 | 0 | 1,459,030 | 3,521,126 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [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 Cross Country Talent Acquisition Group, LLC (formerly 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, 2017 . 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, 2016 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission. The December 31, 2016 condensed consolidated balance sheet included herein was derived from the December 31, 2016 audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
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. Significant estimates and assumptions are used for, but not limited to: (1) the valuation of accounts receivable; (2) goodwill, trade names, and other intangible assets; (3) other long-lived assets; (4) share-based compensation; (5) accruals for health, workers’ compensation and professional liability claims; (6) valuation of deferred tax assets; (7) purchase price allocation; (8) derivative liability; (9) legal contingencies; (10) contingent considerations; (11) income taxes; and (12) 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. Recently Adopted Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments , which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. This update intended to reduce the diversity that has resulted from the lack of consistent principles on this topic by adding or clarifying guidance on eight cash flow issues, including: debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, and separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption was permitted. The Company elected to early adopt this standard in its first quarter of 2017, applying the guidance retrospectively with no material impact on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. The Company adopted this guidance in the first quarter of 2017. ASU 2016-09 eliminates the requirement to delay the recognition of excess tax benefits until they reduce current taxes payable. Required method of adoption is modified retrospective transition method. Upon adoption, previously unrecognized excess tax benefits of $1.3 million had no impact on the Company's accumulated deficit balance as the related deferred tax assets were fully offset by a valuation allowance. ASU 2016-09 also requires excess tax benefits and deficiencies to be recognized prospectively in the provision for income taxes rather than additional paid-in capital. As a result of the adoption, the Company's provision for income taxes was not impacted due to its full valuation allowance. Additionally, as permitted by the ASU, the Company elected to account for forfeitures as they occur rather than estimate expected forfeitures using a modified retrospective transition method. As a result, the Company recorded a cumulative-effect adjustment of $0.5 million to accumulated deficit and lower share-based compensation expense of $0.1 million compared to the amount of expense that would have been recorded for its first quarter of 2017. Share-based compensation expense compared to the amount that would have been recorded for the second quarter of 2017 was less than $0.1 million . Under ASU 2016-09, the threshold for awards to qualify for equity treatment permits withholding up to the maximum statutory tax rates in the applicable jurisdictions. Prior to the adoption of ASU 2016-09, the Company did not allow an award to be partially settled in cash in excess of the minimum statutory withholding requirements. Subsequent to the adoption of the standard, the Company will allow awards to be partially settled at the maximum applicable statutory rates. Finally, ASU 2016-09 requires excess tax benefits to be presented as a component of operating cash flows rather than financing cash flows. The Company elected to adopt this requirement prospectively and accordingly, prior periods have not been adjusted. Excess tax benefits were not material for all periods presented. In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments , to clarify the steps required to assess whether a call or put option meets the criteria for bifurcation as an embedded derivative. ASU 2016-06 is effective for interim and annual periods beginning after December 15, 2016, and requires a modified retrospective approach to adoption. The Company adopted this guidance in the first quarter of 2017. The adoption of this guidance had no impact on the Company's results of operations. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS US Resources Healthcare On December 1, 2016, the Company completed the acquisition of a recruitment process outsourcing business, US Resources Healthcare, LLC (USR). This acquisition expands the Company's workforce solutions offerings to deliver financial and operating efficiencies through labor optimization services while enhancing the quality of care. The acquisition was deemed immaterial and has been accounted for in accordance with the Business Combinations Topic of the FASB ASC , using the acquisition method of accounting. USR's results of operations are included in the consolidated statements of operations from December 1, 2016 and have been included in the Company's Nurse and Allied Staffing business segment. See Note 6 - Goodwill, Trade Names, and Other Intangible Assets and Note 9 - Fair Value Measurements. Mediscan On October 30, 2015, the Company completed the acquisition of all of the membership interests of New Mediscan II, LLC, Mediscan Diagnostic Services, LLC, and Mediscan Nursing Staffing, LLC (collectively, Mediscan) for a purchase price of $29.9 million in cash ( $28.0 million plus working capital estimate) and $4.7 million in shares (or 349,871 shares) of the Company's Common Stock, subject to a net working capital adjustment. The shares of Common Stock issued in connection with the acquisition were subject to a lockup period, which ended April 30, 2016. In the first quarter of 2016, the net working capital adjustment was settled consistent with the receivable balance as of December 31, 2015. An amount of $5.0 million of the purchase price was held in escrow to cover any post-closing liabilities, which was released to the seller on May 3, 2017. The agreement also specified that the sellers were eligible to receive additional purchase price consideration of $7.0 million , with $3.5 million per year based on attainment of specific performance criteria in 2016 and 2017. As of December 31, 2016, the Company determined that the first year earnout was not achieved for 2016 and as a result, only $3.5 million remains as a potential earnout for 2017. As of June 30, 2017, the fair value of the remaining obligation was estimated at $0.8 million . In connection with the Mediscan acquisition, the Company also assumed additional contingent purchase price liabilities for a previously acquired business that are payable annually based on specific performance criteria for the 2016 through 2019 years. Payments related to the 2016 through 2018 years are limited to $0.3 million per year and 2019 is uncapped. During the six months ended June 30, 2017, the Company paid $0.1 million . As of June 30, 2017, the fair value of the remaining obligations on an undiscounted basis was estimated at $3.8 million . As of June 30, 2017, a total of $4.6 million was estimated as the fair value of these contingent consideration payments and is included in other current liabilities and contingent consideration on the condensed consolidated balance sheets. See Note 9 - Fair Value Measurements. 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). Of the purchase price, $2.5 million was deferred and 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 incurred $0.4 million in COBRA expenses since the MSN acquisition and, on April 1, 2016, released to the seller the remaining liability of $2.1 million . |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 (amounts in thousands, except per share data) Numerator: Net income (loss) attributable to common shareholders - Basic $ 4,850 $ (17,237 ) $ 2,840 $ 1,785 Interest on Convertible Notes — * 694 1,677 Gain on derivative liability — * (1,581 ) (12,865 ) Net income (loss) attributable to common shareholders - Diluted $ 4,850 $ (17,237 ) $ 1,953 $ (9,403 ) Denominator: Weighted average common shares - Basic 35,651 32,085 34,269 32,021 Effective of diluted shares: Share-based awards 370 — 522 652 Convertible Notes — — 1,459 3,521 Weighted average common shares - Diluted 36,021 32,085 36,250 36,194 Net income (loss) per share attributable to common shareholders - Basic $ 0.14 $ (0.54 ) $ 0.08 $ 0.06 Net income (loss) per share attributable to common shareholders - Diluted $ 0.13 $ (0.54 ) $ 0.05 $ (0.26 ) * For the three months ended June 30, 2016, the Convertible Notes would have been anti-dilutive if converted at the beginning of the period and therefore, amounts are not applicable. 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. The Convertible Notes were paid in full on March 17, 2017. Applying the if-converted method, 1,459,030 shares and 3,521,126 shares were included in diluted weighted average shares for the six months ended June 30, 2017 and 2016 because their effect was dilutive. |
COMPREHENSIVE INCOME (LOSS)
COMPREHENSIVE INCOME (LOSS) | 6 Months Ended |
Jun. 30, 2017 | |
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 $1.2 million at both June 30, 2017 and December 31, 2016 . There was no income tax impact related to foreign currency translation adjustments for the three and six month periods ended June 30, 2017 and June 30, 2016 . |
GOODWILL, TRADE NAMES, AND OTHE
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS | GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS As of June 30, 2017 and December 31, 2016 , the Company had the following acquired intangible assets: June 30, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (amounts in thousands) Intangible assets subject to amortization: Databases $ 31,609 $ 17,162 $ 14,447 $ 31,609 $ 16,147 $ 15,462 Customer relationships 41,724 24,270 17,454 41,724 23,316 18,408 Non-compete agreements 3,619 3,548 71 3,619 3,527 92 Trade names, definite-lived 3,216 498 2,718 3,216 343 2,873 Other intangible assets, net $ 80,168 $ 45,478 $ 34,690 $ 80,168 $ 43,333 $ 36,835 Intangible assets not subject to amortization: Trade names 35,402 35,402 $ 70,092 $ 72,237 As of June 30, 2017 , estimated annual amortization expense is as follows: Years Ending December 31: (amounts in thousands) 2017 $ 2,103 2018 4,148 2019 4,111 2020 4,007 2021 3,799 Thereafter 16,522 $ 34,690 The June 30, 2017 and December 31, 2016 carrying amount of goodwill by segment is as follows: June 30, 2017 December 31, 2016 (amounts in thousands) Nurse and Allied Staffing $ 44,545 $ 44,545 Physician Staffing 25,685 25,685 Other Human Capital Management Services 9,418 9,418 Goodwill $ 79,648 $ 79,648 During the three and six months ended June 30, 2017, the Company noted no indicators at any of its reporting units that warranted impairment testing. During an evaluation of goodwill and other identified intangible assets at June 30, 2016, the Company determined that indicators were present in the Physician Staffing reporting unit which would suggest the fair value of the reporting unit may have declined below the carrying value. The Physician Staffing reporting unit continued to underperform relative to management's expectations, driven by lower booking volumes partly due to the loss of customers, and margins being impacted from continued investments in the business all through the first half of 2016. The evaluation resulted in the carrying value of goodwill and other intangible assets for Physician Staffing to exceed the estimated fair value. As a result, the Company recorded pre-tax impairment charges totaling $24.3 million with $17.7 million related to goodwill, $0.6 million related to trade names, and $6.0 million related to customer relationships. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT At June 30, 2017 and December 31, 2016 , long-term debt consists of the following: June 30, 2017 December 31, 2016 Principal Unamortized Discount and Debt Issuance Costs Principal Unamortized Discount and Debt Issuance Costs (amounts in thousands) Term Loan, interest 2.80% and 2.62% at June 30, 2017 and December 31, 2016, respectively $ 38,000 $ (412 ) $ 39,500 $ (363 ) Convertible Notes, fixed rate interest of 8.00% — — 25,000 (4,669 ) Convertible Notes derivative liability — — 27,532 — Capital lease obligations 14 — 23 — Total debt 38,014 (412 ) 92,055 (5,032 ) Less current portion (2,258 ) — (2,263 ) — Long-term debt $ 35,756 $ (412 ) $ 89,792 $ (5,032 ) As of June 30, 2017 , the aggregate scheduled maturities of debt are as follows: Term Loan Capital Leases (amounts in thousands) Through Years Ending December 31: 2017 $ 750 $ 4 2018 3,750 8 2019 3,500 2 2020 4,000 — 2021 26,000 — Total $ 38,000 $ 14 Convertible Notes 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) on June 30, 2014. 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). On March 17, 2017, the Company paid in full the Convertible Notes. In connection with the repayment, the Company issued to the Noteholders an aggregate of 3,175,584 shares of Common Stock, par value $0.0001 , and cash in the aggregate amount of $5.6 million (of which $5.0 million is included in repayment of debt and $0.6 million is presented as extinguishment fees, both within financing activities on the condensed consolidated statements of cash flows). Upon derecognition of the net carrying amounts of the Convertible Notes (the remaining $20.0 million after the $5.0 million cash payment) and derivative liability ( $26.0 million ), the Company recognized a non-cash charge of $5.0 million as loss on early extinguishment and a non-cash addition to additional paid-in capital of $46.0 million for the fair value of the shares, which is not presented on the condensed consolidated statements of cash flows. The loss on early extinguishment of debt includes the write-off of unamortized loan fees and remaining interest due through the Forced Conversion date (defined below) of June 30, 2017. The Convertible Notes were convertible at the option of the holders thereof at any time into shares of the Common Stock at a conversion price of $7.10 per share, or 3,521,126 shares of Common Stock. After three years from the issuance date, the Company had the right to force a conversion of the Convertible Notes if the volume-weighted average price (VWAP) per share of its Common Stock exceeded 125% of the then conversion price for 20 days of a 30 day trading period (Forced Conversion date). The Convertible Notes bore interest at a rate of 8.00% per annum, payable in quarterly cash installments. The Convertible Notes would have matured on June 30, 2020, unless earlier repurchased, redeemed or converted. Subject to certain exceptions, the Company was not permitted to redeem the Convertible Notes until June 30, 2017. Prior Credit Facilities At December 31, 2015, the Company had a senior secured asset-based revolving credit facility (First Lien Loan), with a termination date of June 30, 2017, in the aggregate principal amount of up to $85.0 million , which included 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. The Company also had a five -year second lien term loan facility (Second Lien Term Loan) in an aggregate principal amount of $30.0 million . The Company had the ability, at its option at any time, to prepay the Second Lien Term Loan in whole or in part at the redemption prices set forth therein, which ranged 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 June 30, 2017. 2016 Senior Credit Facilities On June 22, 2016, the Company entered into a senior credit agreement (Credit Agreement), which provided for an initial term loan of $40.0 million (Term Loan) and a revolving credit facility of up to $100.0 million (Revolving Credit Facility) (together with the Term Loan, the Senior Credit Facilities) both of which would have matured on June 22, 2021. Subsequent to June 30, 2017, this Credit Agreement has been amended and restated. See Note 16 - Subsequent Events. The Revolving Credit Facility included a subfacility for swingline loans up to an amount not to exceed $15.0 million , and a $35.0 million sublimit for the issuance of standby letters of credit. The Credit Agreement also included a provision permitting the Company, subject to certain conditions, to increase the aggregate amount of the commitments under the Revolving Credit Facility or establish one or more additional term loans in an aggregate amount of up to $50.0 million with optional additional commitments from existing lenders or new commitments from additional lenders. The Term Loan was payable in quarterly installments, with the first payment made September 30, 2016, and each such installment being in the aggregate annual principal amount (subject to adjustment as a result of prepayments) equal to 1.25% of the principal amount for the first four installments, 1.875% for the next eight installments, and 2.50% of the principal amount for the remaining installments. The Revolving Credit Facility could be used to provide ongoing working capital, fund permitted acquisitions and for other general corporate purposes of the Company and its subsidiaries. Proceeds of the Senior Credit Facilities were used primarily to refinance the Company’s First Lien Loan and Second Lien Term Loan and to pay related transaction fees and expenses, including a prepayment penalty of $0.6 million . In addition, $23.1 million of standby letters of credit issued under the First Lien Loan were rolled into and deemed issued under the Revolving Credit Facility. The Revolving Credit Facility could be used to provide ongoing working capital, fund permitted acquisitions, and for other general corporate purposes of the Company and its subsidiaries. The repayment of the Second Lien Term Loan was treated as extinguishment of debt and, as a result, the Company recognized a loss on extinguishment of debt of approximately $1.6 million in the second quarter of 2016, related to the write-off of unamortized net debt discount and issuance costs as well as transaction fees and expenses. Subject to the Credit Agreement, the Company paid interest on (i) each Base Rate Loan at the Base Rate (as defined therein) plus the Applicable Margin in effect from time to time, (ii) each LIBOR Index Rate Loan at the One Month LIBOR Index Rate (as defined therein) plus the Applicable Margin in effect from time to time and (iii) each Eurodollar Loan at the Adjusted LIBOR for the applicable Interest Period (as defined therein) in effect for such Loan plus the Applicable Margin in effect from time to time. The Applicable Margin, as of any date, was a percentage per annum determined by reference to the applicable Consolidated Net Leverage Ratio (as defined by the agreement) in effect on such date as set forth in the table below. Level Consolidated Net Leverage Ratio Eurodollar Loans, LIBOR Index Rate Loans and Letter of Credit Fee Base Rate Loans Commitment Fee I Less than 1.50:1.00 1.75% 0.75% 0.25% II Greater than or equal to 1.50:1.00 2.00% 1.00% 0.30% III Greater than or equal to 2.00:1.00 2.25% 1.25% 0.30% IV Greater than or equal to 2.50:1.00 2.50% 1.50% 0.35% V Greater than or equal to 3.00:1.00 2.75% 1.75% 0.40% As of June 30, 2017 , the Term Loan and Revolving Credit Facility bore interest at a rate equal to One Month LIBOR plus 175 basis points. The interest rate was subject to an increase of 200 basis points if an event of default existed under the Credit Agreement. The Company was required to pay a commitment fee on the average daily unused portion of the Revolving Credit Facility, based on the Applicable Margin which was 0.25% as of June 30, 2017 . The Company had the right at any time and from time to time to prepay any borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) except that such notice shall be revocable if a prepayment is being made in anticipation of concluding a financing arrangement, and the Company was ultimately unable to secure such financing arrangement. The Company was required to prepay the Senior Credit Facilities under certain circumstances including from net cash proceeds from asset sales or dispositions in excess of certain thresholds, as well as from net cash proceeds from the issuance of certain debt by the Company. The Credit Agreement contained customary representations, warranties, and affirmative covenants. The Credit Agreement also contained customary negative covenants, subject to some exceptions, on (i) indebtedness and preferred equity, (ii) liens, (iii) fundamental changes, (iv) investments, (v) restricted payments, and (vi) sale of assets and certain other restrictive agreements. The Credit Agreement also contained 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 the negative covenants and other covenants related to the operation of the Company’s business. The Credit Agreement also included two financial covenants: (i) limiting a maximum Consolidated Total Leverage ratio (as defined therein) to be no greater than 3.50 :1.00 for the fiscal quarters ending September 30, 2016 through June 30, 2017, 3.25 :1.00 for the fiscal quarters ending September 30, 2017 through June 30, 2018, and 3.00 :1.00 for each fiscal quarter ending thereafter and as adjusted pursuant to a Qualified Permitted Acquisition (as defined therein); and (ii) requiring a minimum Consolidated Fixed Charge Coverage ratio (as defined therein) as of the end of each fiscal quarter of 1.50 :1.00. As of June 30, 2017 , the Company was in compliance with the financial covenants and other covenants contained in the Credit Agreement. The obligations under the Credit Agreement were guaranteed by all of the Company’s domestic wholly-owned subsidiaries and were secured by a first-priority security interest in the Collateral (as defined therein). As of June 30, 2017 , the Company had $21.6 million letters of credit outstanding and $78.4 million available under the Revolving Credit Facility. The letters of credit related to the Company’s workers’ compensation and professional liability insurance policies. |
CONVERTIBLE NOTES DERIVATIVE LI
CONVERTIBLE NOTES DERIVATIVE LIABILITY | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
CONVERTIBLE NOTES DERIVATIVE LIABILITY | CONVERTIBLE NOTES DERIVATIVE LIABILITY On March 17, 2017, the Company paid in full its Convertible Notes and, as a result, derecognized the derivative liability. See Note 7 - Debt. 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 were 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 the Accounting for Derivative Financial Instruments and Hedging Activities Topic of the FASB ASC, in certain instances, these instruments were required to be carried as derivative liabilities, at fair value, in the financial statements. The Convertible Notes were subject to anti-dilution adjustments that allowed for the reduction in the Conversion Price, as defined in the agreement, in the event the Company subsequently issued equity securities including Common Stock or any security convertible or exchangeable for shares of Common Stock for a price less than the then current conversion price. In addition, the Convertible Notes allowed 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 the Accounting for Derivative Financial Instruments and Hedging Activities Topic. Since this conversion feature is not considered to be solely indexed to the Company’s own stock the derivative was recorded as a liability in the line item long-term debt on the Company's condensed consolidated balance sheets. The Company’s Convertible Notes derivative liability was measured at fair value using a trinomial lattice model. The optional redemption features, along with the offer to purchase features were incorporated into the valuation model. Inputs into the model required estimates, including such items as estimated volatility of the Company's stock, estimated credit risk of the Company, 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 contained an anti-dilution adjustment, the probability that the Conversion Price of the Notes would decrease as the share price decreased was incorporated into the valuation calculation. The fair value of the derivative liability was primarily determined by fluctuations in our stock price. In addition, changes in our credit risk profile impacted the fair value determination. These fluctuations resulted in a current period gain or loss that was presented on the condensed consolidated statements of operations as loss (gain) on derivative liability. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2017 | |
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: 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, Convertible Notes derivative liability included in long-term debt and capital lease obligations, and contingent consideration liabilities. 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 utilized Level 3 inputs to value its Convertible Notes derivative liability. See Note 7 - Debt and Note 8 - Convertible Notes derivative liability. Contingent consideration liabilities —Potential earnout payments related to the acquisition of Mediscan and USR are contingent upon meeting certain performance requirements through 2019. See Note 3 - Acquisitions. The long-term portion of these liabilities is included in contingent consideration, and the short-term portion is included in other current liabilities on the condensed consolidated balance sheets. The Company utilized Level 3 inputs to value these contingent consideration liabilities as significant unobservable inputs were used in the calculation of their fair value. The Mediscan contingent consideration is recorded as a liability and measured at fair value using a discounted cash flow model in a Monte Carlo simulation setting, utilizing significant unobservable inputs, including the expected volatility of the acquisitions' gross profits and an estimated discount rate commensurate with the risks of the expected gross profit stream. The USR contingent consideration is recorded as a liability and measured at fair value using a discounted cash flow model utilizing significant unobservable inputs, including the probability of achieving each of the potential milestones and an estimated discount rate commensurate with the risks of the expected cash flows attributable to the milestones. The fair value of contingent consideration and the associated liabilities will be adjusted to fair value at each reporting date until actual settlement occurs, with the changes in fair value and related accretion reflected as acquisition-related contingent consideration on the condensed consolidated statements of operations. Significant increases (decreases) in the volatility or in any of the probabilities of success, or decreases (increases) in the discount rate would result in a significantly higher (lower) fair value, respectively, and commensurate changes to these liabilities. The table which follows summarizes the estimated fair value of the Company’s financial assets and liabilities measured on a recurring basis as of June 30, 2017 and December 31, 2016 : Fair Value Measurements June 30, 2017 December 31, 2016 Financial Liabilities: (amounts in thousands) (Level 1) Deferred compensation $ 1,303 $ 1,472 (Level 3) Convertible Notes derivative liability $ — $ 27,532 Contingent consideration liabilities $ 6,054 $ 5,603 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: Contingent Consideration Convertible Notes Liabilities (a) Derivative Liability (amounts in thousands) December 31, 2016 $ 5,603 $ 27,532 Settlements (100 ) (25,951 ) Accretion expense 270 — Valuation gain for the period — (1,581 ) March 31, 2017 5,773 — Accretion expense 281 — June 30, 2017 $ 6,054 $ — _______________ (a) Related to the Mediscan acquisition on October 30, 2015 and the USR acquisition on December 1, 2016. See Note 3 - Acquisitions. Valuation gain and accretion expense is included as acquisition-related contingent consideration on the condensed consolidated statements of operations. Items Measured at Fair Value on a Non-Recurring Basis: The Company's non-financial assets, such as goodwill, trade names, other intangible assets, and property and equipment, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. As of June 30, 2017 and December 31, 2016, no impairment charges were deemed necessary. 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 estimated fair value of the Company's debt was calculated using a 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: June 30, 2017 December 31, 2016 Carrying Fair Carrying Fair Financial Liabilities: (amounts in thousands) (Level 2) Term Loan, net $ 37,588 $ 39,500 $ 39,137 $ 41,500 Convertible Notes, net $ — $ — $ 20,331 $ 27,250 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 | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Stock Repurchase Program During the six months ended June 30, 2017 and 2016 , the Company did not repurchase any shares of its Common Stock under its February 2008 Board authorization. As of June 30, 2017 , the Company may purchase up to an additional 942,443 shares of Common Stock under the February 2008 Board authorization, subject to certain conditions in the Company's Credit Agreement. The Company may repurchase up to an aggregate amount not to exceed $2.5 million in any fiscal year, or an unlimited amount if the Company meets certain conditions as described in its Credit Agreement. At June 30, 2017 , the Company had 35,740,394 shares of Common Stock outstanding. Shares Issued The Company issued 3,175,584 shares to its prior Convertible Notes noteholders. See Note 7 - Debt. Share-Based Payments On May 23, 2017, the Company's shareholders approved an amendment and restatement of its 2014 Omnibus Incentive Plan (2014 Plan), which, among others, included the following modifications: (i) a 2,000,000 share increase of the aggregate share reserve to 6,100,000 shares, (2) extension of the 2014 Plan until May 23, 2027, and (3) re-approval of the Section 162(m) performance goals so that certain incentive awards granted to certain executive officers of the Company may qualify as exempt performance-based compensation. During the six months ended June 30, 2017 , 300,047 of restricted stock awards and 181,067 targeted performance stock awards were granted under the 2014 Plan to the Company's non-employee directors and management team. The restricted stock awards vest ratably over a three year period and vesting is subject to the employee's continuing employment. The number of shares that are issued for the performance-based stock awards are determined based on the level of attainment of the performance targets. If the minimum level of performance is attained for the 2017 awards, restricted stock will be issued with a vesting date of March 31, 2020, subject to the employee’s continuing employment. During the first quarter of 2017, the Company's Compensation Committee of the Board of Directors approved a 48% level of attainment for the 2016 performance-based share awards, resulting in the issuance of 86,784 performance shares that will vest on December 31, 2018. The following table summarizes restricted stock awards and performance stock awards activity issued under the 2014 Plan for the six months ended June 30, 2017 : Restricted Stock Awards Performance Stock Awards Number of Weighted Number of Target Weighted Unvested restricted stock awards, January 1, 2017 532,294 $ 9.98 332,092 $ 11.73 Granted 300,047 $ 13.77 181,067 $ 14.36 Vested (287,259 ) $ 8.65 — $ — Forfeited (34,287 ) $ 9.56 (118,371 ) $ 11.78 Unvested restricted stock awards, June 30, 2017 510,795 $ 12.98 394,788 $ 12.92 During the three and six months ended June 30, 2017 , $1.3 million and $2.0 million , respectively, was included in selling, general and administrative expenses related to share-based payments, and a net of 126,798 and 201,676 shares, respectively, of Common Stock were issued upon the vesting of restricted stock. During the three and six months ended June 30, 2016 , $1.1 million and $1.8 million , respectively, was included in selling, general and administrative expenses related to share-based payments, and a net of 164,274 and 215,365 shares, respectively, of Common Stock were issued upon the vesting of restricted stock. |
SEGMENT DATA
SEGMENT DATA | 6 Months Ended |
Jun. 30, 2017 | |
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, recruiting, and value-added workforce solutions including: temporary and permanent placement of travel and local branch-based nurse and allied professionals, MSP services, education healthcare services, and outsourcing services. Its clients include: public and private acute-care and non-acute care hospitals, government facilities, public schools and charter schools, outpatient clinics, ambulatory care facilities, physician practice groups, retailers, and many other healthcare providers throughout the United States. ● Physician Staffing – Physician Staffing provides physicians in many specialties, as well as certified registered nurse anesthetists (CRNAs), nurse practitioners (NPs), and physician assistants (PAs) 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 includes retained and contingent search services for physicians, healthcare executives and other healthcare professionals within the United States. The Company’s management evaluates performance of each segment primarily based on revenue and contribution income. The Company defines contribution income as income or loss from operations before depreciation and amortization, loss on sale of business, acquisition-related contingent consideration, acquisition and integration costs, restructuring 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 the Segment Reporting Topic of the FASB ASC. 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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 (amounts in thousands) Revenues: Nurse and Allied Staffing $ 180,927 $ 172,048 $ 364,035 $ 340,813 Physician Staffing 24,720 23,927 46,184 48,380 Other Human Capital Management Services 3,666 3,468 6,667 6,833 $ 209,313 $ 199,443 $ 416,886 $ 396,026 Contribution income: Nurse and Allied Staffing $ 18,141 $ 17,615 $ 33,763 $ 34,405 Physician Staffing 2,047 2,050 2,867 3,603 Other Human Capital Management Services 241 69 (199 ) (42 ) 20,429 19,734 36,431 37,966 Unallocated corporate overhead 10,827 9,791 21,113 20,159 Depreciation and amortization 2,285 2,465 4,476 4,877 Acquisition-related contingent consideration 281 183 551 470 Acquisition and integration costs 587 — 587 — Impairment charges — 24,311 — 24,311 Income (loss) from operations $ 6,449 $ (17,016 ) $ 9,704 $ (11,851 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Contingencies: Legal Proceedings 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 other current liabilities as of June 30, 2017 and December 31, 2016 , on its condensed consolidated balance sheets. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the periods ended June 30, 2017 and 2016 , the Company has calculated its effective tax rate based on year-to-date results as opposed to estimating its annual effective tax rate. The Company’s effective tax rate for the three and six months ended June 30, 2017 was 12.6% and 24.2% , respectively, including the impact of discrete items. Excluding discrete items, the Company’s effective tax rate for the three and six months ended June 30, 2017 was 12.4% and 31.7% , 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 taxes. 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. Any conclusions made related to the deferred tax valuation allowance are based on a detailed evaluation of all available positive and negative evidence and the weight of such evidence. The Company believes it is necessary to see further positive evidence, such as sustained achievement of cumulative profits, before these valuation allowances can be released. Based on the Company's forecast, it is possible that the Company may release all or a portion of the remaining valuation allowance, within the next twelve months. The Company will continue to assess the realizability of its deferred tax assets. As of June 30, 2017 , the Company had approximately $1.0 million of unrecognized tax benefits included in other current liabilities and other long-term liabilities ( $5.5 million , net of deferred taxes, which would affect the effective tax rate if recognized). During the six months ended June 30, 2017 , the Company had gross increases of $0.6 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 2016 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 | 6 Months Ended |
Jun. 30, 2017 | |
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 services with related parties were conducted on terms equivalent to those prevailing in an arm's-length transaction. Revenue related to these transactions was $0.9 million and $2.6 million for the three and six months ended June 30, 2017 , respectively, and $1.3 million and $2.7 million for the three and six months ended June 30, 2016 , respectively. Accounts receivable due from these hospitals at June 30, 2017 and December 31, 2016 were approximately $0.8 million and $1.0 million , respectively. In connection with the acquisition of MSN, the Company acquired a 68% ownership interest in Cross Country Talent Acquisition Group, LLC (formerly InteliStaf of Oklahoma, LLC), a joint venture between the Company and a hospital system. The Company generated revenue providing staffing services to the hospital system of $4.5 million and $8.7 million for the three and six months ended June 30, 2017 , respectively, and $2.9 million and $6.0 million for the three and six months ended June 30, 2016 , respectively. At June 30, 2017 and December 31, 2016 , the Company had a receivable balance of $1.0 million and $1.5 million , respectively, and a payable balance of $0.3 million and $0.2 million , respectively. Subsequent to the Company's acquisition of Mediscan on October 30, 2015, Mediscan continued to operate at premises owned, in part, by the founding members of Mediscan. The Company paid $0.1 million and $0.2 million in rent expense for these premises for the three and six months ended June 30, 2017 , respectively, and $0.1 million and $0.2 million for the three and six months ended June 30, 2016 , respectively. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception . The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and should be applied retrospectively to outstanding financial instruments with a down round feature by means of either a cumulative-effect adjustment or for each prior reporting period presented. Early adoption is permitted for all entities, including adoption in an interim period. The Company expects to adopt this standard in its first quarter of 2019, and does not expect this guidance to have a material impact on its consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting, to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. Under this guidance, an entity should account for the effects of a modification unless all of the following are met: (1) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified, (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified, and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. ASU 2017-09 is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 and is to be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted. The Company expects to adopt this standard in its first quarter of 2018, and does not expect this guidance to have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Under this guidance, an entity would perform its annual, or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity would consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and is to be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company expects to early adopt this standard in 2017 in the first quarter in which an impairment test is performed, and does not expect this guidance to have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which clarifies the definition of a business, with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This update provides a framework to assist entities in evaluating whether both an input and a substantive process are present, and narrows the definition of the term output so that the term is consistent with how outputs are described in the new revenue recognition standard. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted depending upon the date of the transaction. Entities should apply the guidance prospectively on or after the effective date. No disclosures are required at transition. The Company expects to adopt this standard in its first quarter of 2018, and does not expect this guidance to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which will require, among other items, lessees to recognize most leases as assets and liabilities on the balance sheet. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Full retrospective application is prohibited. The Company expects the valuation of right of use assets and lease liabilities, previously described as operating leases, to be the present value of our forecasted future lease commitments. The Company is continuing to assess the overall impacts of the new standard, including the discount rate to be applied in these valuations. See Note 12 - Commitments and Contingencies to the audited consolidated financial statements included in the Company's Annual Report on Form 10-K. In May 2014, the FASB and the International Accounting Standards Board jointly issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , that introduces a new five-step revenue recognition model in which 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 or services. This ASU also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. In March 2016, the FASB issued ASU 2016-08 which further clarifies the guidance on the principal versus agent considerations within ASU 2014-09. In April 2016, the FASB issued ASU 2016-10 to expand the guidance on identifying performance obligations and licensing within ASU 2014-09. In May 2016, the FASB issued ASU 2016-12 to improve revenue recognition in the areas of collectability, presentation of sales tax and other similar taxes collected from customers, non-cash consideration, contract modifications and completed contracts at transition. This update also amends the disclosure requirements within ASU 2014-09 for entities that retrospectively apply the guidance. The latest amendments are intended to address implementation issues that were raised by stakeholders and discussed by the Revenue Recognition Transition Resource Group, and provide additional practical expedients. These updates are effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company established a cross-functional implementation team consisting of representatives from across all of its business segments. The initial phase of analyzing and identifying revenue streams and potential impacts of the new guidance is progressing. The Company is currently in the process of performing a thorough review of its existing contracts and business practices with its largest customers within each revenue stream and business segment to assess the impacts of the new standard. Management expects these reviews to continue through the third quarter. Once this phase is complete, if applicable, management intends to evaluate and implement appropriate changes to its business processes, systems, and controls to support the recognition and disclosure requirements under the new standard. The Company is continuing to assess which transition method it will use to adopt this accounting standard and expects a full assessment through the date of adoption. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Acquisition On July 5, 2017, the Company completed the acquisition of substantially all of the assets of Advantage RN, LLC and its subsidiaries (collectively, Advantage), which was effective July 1, 2017. Advantage is an independent travel nurse staffing company that deploys many of its nurses through Managed Service Provider and Vendor Management Systems and maintains direct relationships with many hospitals throughout the United States. The founder and CEO of Advantage will remain with the business after the transaction closes. The Company acquired substantially all of the assets of Advantage for a total purchase price of $88 million , which is subject to a final net working capital adjustment. The Company paid $86.8 million , net of cash acquired, plus related fees and expenses of $0.6 million , using available cash and borrowings of approximately $67.5 million under the existing Credit Facility, including a $40 million Incremental Term Loan. Included in the amount paid at closing were two escrow accounts, the first was $14.5 million which related to tax liabilities and the second was $7.5 million which was to cover any post-close liabilities. On July 28, 2017, $7.3 million related to the tax liabilities was released from escrow, leaving a balance of $7.2 million . The amount paid at closing was subject to an initial net working capital adjustment of $0.6 million , and an additional $0.6 million was deferred and is due to the seller within 20 months, less any COBRA and healthcare expenses incurred by the Company on behalf of the former sellers. The Company expects to include the results of Advantage in its Nurse and Allied Staffing business segment. The Company is in the process of preparing the preliminary estimate of the fair value of assets acquired and liabilities assumed, which will be included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017. Effective July 1, 2017, the Company entered into a Second Amendment to its Credit Agreement dated June 22, 2016 among the Company, all of its wholly-owned subsidiaries, the lenders party thereto and SunTrust Bank, as administrative agent, swingline lender and an issuing bank, to permit the acquisition of Advantage. Also in connection with the acquisition of Advantage, effective July 1, 2017, pursuant to the Credit Agreement, the Company entered into an Incremental Term Loan Agreement, by and among the Company, all of its wholly-owned subsidiaries and SunTrust Bank as lender and administrative agent. The Incremental Term Loan Agreement provided the Company with an incremental term loan of $40.0 million to pay for part of the consideration of the acquisition. The maturity date for the Incremental Term Loan was June 22, 2021. Borrowings under the Incremental Term Loan were payable in quarterly installments, commencing September 30, 2017, with each such installment being in the aggregate principal amount (subject to adjustment as a result of prepayments) for the first eight installments equal to 1.875% and 2.5% of the principal amount of the Incremental Term Loan for the remaining installments; provided that, to the extent not previously paid, the aggregate unpaid principal balance would be due and payable on the maturity date. As of July 5, 2017 the Applicable Margin for Eurodollar Loans and LIBOR Index Rate Loans was 2.25% and the Applicable Margin for Base Rate Loans was 1.25% . Credit Renewal On August 1, 2017, the Company entered into an Amendment and Restatement of its Credit Agreement dated June 22, 2016 among the Company, all of its wholly-owned subsidiaries, the lender parties thereto and SunTrust Bank, as administrative agent, swingline lender and an issuing bank (Amended and Restated Credit Agreement), to refinance and increase the current aggregate committed size of the facility to $215 million , including a term loan of $100.0 million (Amended Term Loan) and a $115 million revolving credit facility (Amended Revolving Credit Facility). The proceeds of $106.5 million from this refinancing included $6.5 million under the new revolving credit facility, and were used to repay borrowings under the Company's previously existing credit facilities, as well as to pay related interest, fees and expenses. In addition to increasing the size of the facility, the maturity date was extended to July 31, 2022, and the Consolidated Total Leverage Ratio covenant, as defined therein, was amended to be no greater than 3.50:1.00 for the fiscal quarters ended September 30, 2017 through June 30, 2018, 3.25:1.00 for the fiscal quarters ended September 30, 2018 through June 30, 2019, and 3.00:1.00 for each fiscal quarter ended thereafter, and as adjusted pursuant to a Qualified Permitted Acquisition as defined therein. The Amended and Restated Credit Agreement also includes an accordion feature permitting the Company, subject to certain conditions, to increase the aggregate amount of the commitments under the Amended Revolving Credit Facility or establish one or more additional term loans in an aggregate amount not to exceed $50.0 million with optional additional commitments from existing lenders or new commitments from additional lenders. Other terms and pricing are substantially similar to the prior Credit Agreement. The Applicable Margin through September 30, 2017 remains at 2.25% for Eurodollar Loans and LIBOR Index Rate Loans and 1.25% for Base Rate Loans. Borrowings under the Amended Term Loan are payable in quarterly installments, commencing September 30, 2017, in an aggregate annual amount equal to 5% for the first four installments, 7.5% for the next eight installments, and 10% for the remaining installments; provided that, to the extent not previously paid, the aggregate unpaid principal balance would be due and payable on the maturity date. |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting | 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, 2017 . 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, 2016 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission. The December 31, 2016 condensed consolidated balance sheet included herein was derived from the December 31, 2016 audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K. |
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. Significant estimates and assumptions are used for, but not limited to: (1) the valuation of accounts receivable; (2) goodwill, trade names, and other intangible assets; (3) other long-lived assets; (4) share-based compensation; (5) accruals for health, workers’ compensation and professional liability claims; (6) valuation of deferred tax assets; (7) purchase price allocation; (8) derivative liability; (9) legal contingencies; (10) contingent considerations; (11) income taxes; and (12) 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. |
Recently Adopted Accounting Pronouncement | Recently Adopted Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments , which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. This update intended to reduce the diversity that has resulted from the lack of consistent principles on this topic by adding or clarifying guidance on eight cash flow issues, including: debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, and separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption was permitted. The Company elected to early adopt this standard in its first quarter of 2017, applying the guidance retrospectively with no material impact on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. The Company adopted this guidance in the first quarter of 2017. ASU 2016-09 eliminates the requirement to delay the recognition of excess tax benefits until they reduce current taxes payable. Required method of adoption is modified retrospective transition method. Upon adoption, previously unrecognized excess tax benefits of $1.3 million had no impact on the Company's accumulated deficit balance as the related deferred tax assets were fully offset by a valuation allowance. ASU 2016-09 also requires excess tax benefits and deficiencies to be recognized prospectively in the provision for income taxes rather than additional paid-in capital. As a result of the adoption, the Company's provision for income taxes was not impacted due to its full valuation allowance. Additionally, as permitted by the ASU, the Company elected to account for forfeitures as they occur rather than estimate expected forfeitures using a modified retrospective transition method. As a result, the Company recorded a cumulative-effect adjustment of $0.5 million to accumulated deficit and lower share-based compensation expense of $0.1 million compared to the amount of expense that would have been recorded for its first quarter of 2017. Share-based compensation expense compared to the amount that would have been recorded for the second quarter of 2017 was less than $0.1 million . Under ASU 2016-09, the threshold for awards to qualify for equity treatment permits withholding up to the maximum statutory tax rates in the applicable jurisdictions. Prior to the adoption of ASU 2016-09, the Company did not allow an award to be partially settled in cash in excess of the minimum statutory withholding requirements. Subsequent to the adoption of the standard, the Company will allow awards to be partially settled at the maximum applicable statutory rates. Finally, ASU 2016-09 requires excess tax benefits to be presented as a component of operating cash flows rather than financing cash flows. The Company elected to adopt this requirement prospectively and accordingly, prior periods have not been adjusted. Excess tax benefits were not material for all periods presented. In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments , to clarify the steps required to assess whether a call or put option meets the criteria for bifurcation as an embedded derivative. ASU 2016-06 is effective for interim and annual periods beginning after December 15, 2016, and requires a modified retrospective approach to adoption. The Company adopted this guidance in the first quarter of 2017. The adoption of this guidance had no impact on the Company's results of operations. RECENT ACCOUNTING PRONOUNCEMENTS In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception . The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and should be applied retrospectively to outstanding financial instruments with a down round feature by means of either a cumulative-effect adjustment or for each prior reporting period presented. Early adoption is permitted for all entities, including adoption in an interim period. The Company expects to adopt this standard in its first quarter of 2019, and does not expect this guidance to have a material impact on its consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting, to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. Under this guidance, an entity should account for the effects of a modification unless all of the following are met: (1) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified, (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified, and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. ASU 2017-09 is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 and is to be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted. The Company expects to adopt this standard in its first quarter of 2018, and does not expect this guidance to have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Under this guidance, an entity would perform its annual, or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity would consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and is to be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company expects to early adopt this standard in 2017 in the first quarter in which an impairment test is performed, and does not expect this guidance to have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which clarifies the definition of a business, with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This update provides a framework to assist entities in evaluating whether both an input and a substantive process are present, and narrows the definition of the term output so that the term is consistent with how outputs are described in the new revenue recognition standard. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted depending upon the date of the transaction. Entities should apply the guidance prospectively on or after the effective date. No disclosures are required at transition. The Company expects to adopt this standard in its first quarter of 2018, and does not expect this guidance to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which will require, among other items, lessees to recognize most leases as assets and liabilities on the balance sheet. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Full retrospective application is prohibited. The Company expects the valuation of right of use assets and lease liabilities, previously described as operating leases, to be the present value of our forecasted future lease commitments. The Company is continuing to assess the overall impacts of the new standard, including the discount rate to be applied in these valuations. See Note 12 - Commitments and Contingencies to the audited consolidated financial statements included in the Company's Annual Report on Form 10-K. In May 2014, the FASB and the International Accounting Standards Board jointly issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , that introduces a new five-step revenue recognition model in which 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 or services. This ASU also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. In March 2016, the FASB issued ASU 2016-08 which further clarifies the guidance on the principal versus agent considerations within ASU 2014-09. In April 2016, the FASB issued ASU 2016-10 to expand the guidance on identifying performance obligations and licensing within ASU 2014-09. In May 2016, the FASB issued ASU 2016-12 to improve revenue recognition in the areas of collectability, presentation of sales tax and other similar taxes collected from customers, non-cash consideration, contract modifications and completed contracts at transition. This update also amends the disclosure requirements within ASU 2014-09 for entities that retrospectively apply the guidance. The latest amendments are intended to address implementation issues that were raised by stakeholders and discussed by the Revenue Recognition Transition Resource Group, and provide additional practical expedients. These updates are effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company established a cross-functional implementation team consisting of representatives from across all of its business segments. The initial phase of analyzing and identifying revenue streams and potential impacts of the new guidance is progressing. The Company is currently in the process of performing a thorough review of its existing contracts and business practices with its largest customers within each revenue stream and business segment to assess the impacts of the new standard. Management expects these reviews to continue through the third quarter. Once this phase is complete, if applicable, management intends to evaluate and implement appropriate changes to its business processes, systems, and controls to support the recognition and disclosure requirements under the new standard. The Company is continuing to assess which transition method it will use to adopt this accounting standard and expects a full assessment through the date of adoption. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 (amounts in thousands, except per share data) Numerator: Net income (loss) attributable to common shareholders - Basic $ 4,850 $ (17,237 ) $ 2,840 $ 1,785 Interest on Convertible Notes — * 694 1,677 Gain on derivative liability — * (1,581 ) (12,865 ) Net income (loss) attributable to common shareholders - Diluted $ 4,850 $ (17,237 ) $ 1,953 $ (9,403 ) Denominator: Weighted average common shares - Basic 35,651 32,085 34,269 32,021 Effective of diluted shares: Share-based awards 370 — 522 652 Convertible Notes — — 1,459 3,521 Weighted average common shares - Diluted 36,021 32,085 36,250 36,194 Net income (loss) per share attributable to common shareholders - Basic $ 0.14 $ (0.54 ) $ 0.08 $ 0.06 Net income (loss) per share attributable to common shareholders - Diluted $ 0.13 $ (0.54 ) $ 0.05 $ (0.26 ) * For the three months ended June 30, 2016, the Convertible Notes would have been anti-dilutive if converted at the beginning of the period and therefore, amounts are not applicable. |
GOODWILL, TRADE NAMES, AND OT26
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquired Intangible Assets | As of June 30, 2017 and December 31, 2016 , the Company had the following acquired intangible assets: June 30, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (amounts in thousands) Intangible assets subject to amortization: Databases $ 31,609 $ 17,162 $ 14,447 $ 31,609 $ 16,147 $ 15,462 Customer relationships 41,724 24,270 17,454 41,724 23,316 18,408 Non-compete agreements 3,619 3,548 71 3,619 3,527 92 Trade names, definite-lived 3,216 498 2,718 3,216 343 2,873 Other intangible assets, net $ 80,168 $ 45,478 $ 34,690 $ 80,168 $ 43,333 $ 36,835 Intangible assets not subject to amortization: Trade names 35,402 35,402 $ 70,092 $ 72,237 |
Estimated Annual Amortization Expense | As of June 30, 2017 , estimated annual amortization expense is as follows: Years Ending December 31: (amounts in thousands) 2017 $ 2,103 2018 4,148 2019 4,111 2020 4,007 2021 3,799 Thereafter 16,522 $ 34,690 |
Changes in Carrying Amount of Goodwill | The June 30, 2017 and December 31, 2016 carrying amount of goodwill by segment is as follows: June 30, 2017 December 31, 2016 (amounts in thousands) Nurse and Allied Staffing $ 44,545 $ 44,545 Physician Staffing 25,685 25,685 Other Human Capital Management Services 9,418 9,418 Goodwill $ 79,648 $ 79,648 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-term Debt | At June 30, 2017 and December 31, 2016 , long-term debt consists of the following: June 30, 2017 December 31, 2016 Principal Unamortized Discount and Debt Issuance Costs Principal Unamortized Discount and Debt Issuance Costs (amounts in thousands) Term Loan, interest 2.80% and 2.62% at June 30, 2017 and December 31, 2016, respectively $ 38,000 $ (412 ) $ 39,500 $ (363 ) Convertible Notes, fixed rate interest of 8.00% — — 25,000 (4,669 ) Convertible Notes derivative liability — — 27,532 — Capital lease obligations 14 — 23 — Total debt 38,014 (412 ) 92,055 (5,032 ) Less current portion (2,258 ) — (2,263 ) — Long-term debt $ 35,756 $ (412 ) $ 89,792 $ (5,032 ) The Applicable Margin, as of any date, was a percentage per annum determined by reference to the applicable Consolidated Net Leverage Ratio (as defined by the agreement) in effect on such date as set forth in the table below. Level Consolidated Net Leverage Ratio Eurodollar Loans, LIBOR Index Rate Loans and Letter of Credit Fee Base Rate Loans Commitment Fee I Less than 1.50:1.00 1.75% 0.75% 0.25% II Greater than or equal to 1.50:1.00 2.00% 1.00% 0.30% III Greater than or equal to 2.00:1.00 2.25% 1.25% 0.30% IV Greater than or equal to 2.50:1.00 2.50% 1.50% 0.35% V Greater than or equal to 3.00:1.00 2.75% 1.75% 0.40% |
Aggregate scheduled maturities of debt | As of June 30, 2017 , the aggregate scheduled maturities of debt are as follows: Term Loan Capital Leases (amounts in thousands) Through Years Ending December 31: 2017 $ 750 $ 4 2018 3,750 8 2019 3,500 2 2020 4,000 — 2021 26,000 — Total $ 38,000 $ 14 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 and December 31, 2016 : Fair Value Measurements June 30, 2017 December 31, 2016 Financial Liabilities: (amounts in thousands) (Level 1) Deferred compensation $ 1,303 $ 1,472 (Level 3) Convertible Notes derivative liability $ — $ 27,532 Contingent consideration liabilities $ 6,054 $ 5,603 |
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: Contingent Consideration Convertible Notes Liabilities (a) Derivative Liability (amounts in thousands) December 31, 2016 $ 5,603 $ 27,532 Settlements (100 ) (25,951 ) Accretion expense 270 — Valuation gain for the period — (1,581 ) March 31, 2017 5,773 — Accretion expense 281 — June 30, 2017 $ 6,054 $ — _______________ (a) Related to the Mediscan acquisition on October 30, 2015 and the USR acquisition on December 1, 2016. See Note 3 - Acquisitions. Valuation gain and accretion expense is included as acquisition-related contingent consideration on the condensed consolidated statements of operations. |
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: June 30, 2017 December 31, 2016 Carrying Fair Carrying Fair Financial Liabilities: (amounts in thousands) (Level 2) Term Loan, net $ 37,588 $ 39,500 $ 39,137 $ 41,500 Convertible Notes, net $ — $ — $ 20,331 $ 27,250 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Summary of Restricted Stock Activity | The following table summarizes restricted stock awards and performance stock awards activity issued under the 2014 Plan for the six months ended June 30, 2017 : Restricted Stock Awards Performance Stock Awards Number of Weighted Number of Target Weighted Unvested restricted stock awards, January 1, 2017 532,294 $ 9.98 332,092 $ 11.73 Granted 300,047 $ 13.77 181,067 $ 14.36 Vested (287,259 ) $ 8.65 — $ — Forfeited (34,287 ) $ 9.56 (118,371 ) $ 11.78 Unvested restricted stock awards, June 30, 2017 510,795 $ 12.98 394,788 $ 12.92 |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 (amounts in thousands) Revenues: Nurse and Allied Staffing $ 180,927 $ 172,048 $ 364,035 $ 340,813 Physician Staffing 24,720 23,927 46,184 48,380 Other Human Capital Management Services 3,666 3,468 6,667 6,833 $ 209,313 $ 199,443 $ 416,886 $ 396,026 Contribution income: Nurse and Allied Staffing $ 18,141 $ 17,615 $ 33,763 $ 34,405 Physician Staffing 2,047 2,050 2,867 3,603 Other Human Capital Management Services 241 69 (199 ) (42 ) 20,429 19,734 36,431 37,966 Unallocated corporate overhead 10,827 9,791 21,113 20,159 Depreciation and amortization 2,285 2,465 4,476 4,877 Acquisition-related contingent consideration 281 183 551 470 Acquisition and integration costs 587 — 587 — Impairment charges — 24,311 — 24,311 Income (loss) from operations $ 6,449 $ (17,016 ) $ 9,704 $ (11,851 ) |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Jun. 30, 2017 | Mar. 31, 2017 | Jan. 01, 2017 | |
Accounting Standards Update 2016-09 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred tax assets | $ 1.3 | ||
Valuation allowance | $ 1.3 | ||
Share-based compensation | $ 0.1 | $ 0.1 | |
Accumulated Deficit [Member] | Accounting Standards Update 2016-09, Forfeiture Rate Component [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect adjustment | $ 0.5 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands | May 03, 2017 | Oct. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 01, 2016 |
Business Acquisition [Line Items] | ||||||||||
Cash purchase price paid at closing | $ 0 | $ 1,858 | ||||||||
Release of remaining contingent liability | (551) | $ (470) | ||||||||
Mediscan [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash purchase price paid at closing | $ 29,900 | |||||||||
Cash consideration plus working capital estimate | 28,000 | |||||||||
Fair value of shares | $ 4,700 | |||||||||
Fair value of shares (in shares) | 349,871 | |||||||||
Release of escrow to seller | $ 5,000 | |||||||||
Contingent consideration, range of outcomes, high | $ 7,000 | |||||||||
Contingent consideration liabilities | 4,600 | |||||||||
Medical Staffing Network [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration liabilities | $ 2,500 | $ 2,100 | ||||||||
Period of deferred consideration | 21 months | |||||||||
Release of remaining contingent liability | $ 400 | |||||||||
Potential Earnout, Attainment of Specific Performance Criteria in 2016 [Member] | Mediscan [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration, range of outcomes, high | 3,500 | |||||||||
Potential Earnout, Attainment of Specific Performance Criteria in 2017 [Member] | Mediscan [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration, range of outcomes, high | $ 3,500 | |||||||||
Potential Earnout [Member] | Mediscan [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration liabilities | 800 | |||||||||
Assumed Additional Contingent Purchase Price Liabilities [Member] | Mediscan [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration, range of outcomes, high | $ 300 | |||||||||
Contingent consideration liabilities | 3,800 | |||||||||
Contingent liability paid | $ 100 | |||||||||
Forecast [Member] | Assumed Additional Contingent Purchase Price Liabilities [Member] | Mediscan [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration, range of outcomes, high | $ 300 | $ 300 |
EARNINGS PER SHARE - Components
EARNINGS PER SHARE - Components of Numerator and Denominator for Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to common shareholders - Basic | $ 4,850 | $ (17,237) | $ 2,840 | $ 1,785 |
Interest on Convertible Notes | 0 | 694 | 1,677 | |
Gain on derivative liability | 0 | 3,571 | (1,581) | (12,865) |
Net income (loss) attributable to common shareholders - Diluted | $ 4,850 | $ (17,237) | $ 1,953 | $ (9,403) |
Weighted average common shares - Basic | 35,651,000 | 32,085,000 | 34,269,000 | 32,021,000 |
Effective of diluted shares: | ||||
Share-based awards (shares) | 370,000 | 0 | 522,000 | 652,000 |
Convertible Notes (shares) | 0 | 0 | 1,459,030 | 3,521,126 |
Diluted weighted average common shares outstanding (shares) | 36,021,000 | 32,085,000 | 36,250,000 | 36,194,000 |
Net income (loss) per share attributable to common shareholders - Basic (in dollars per share) | $ 0.14 | $ (0.54) | $ 0.08 | $ 0.06 |
Net income (loss) per share attributable to common shareholders - Diluted (in dollars per share) | $ 0.13 | $ (0.54) | $ 0.05 | $ (0.26) |
COMPREHENSIVE INCOME (LOSS) (De
COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Equity [Abstract] | |||||
Loss on currency fluctuations | $ 1,200,000 | $ 1,200,000 | $ 1,200,000 | ||
Income tax impact related to foreign currency translation adjustments | $ 0 | $ 0 | $ 0 | $ 0 |
GOODWILL, TRADE NAMES, AND OT35
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 80,168 | $ 80,168 |
Accumulated Amortization | 45,478 | 43,333 |
Intangible assets subject to amortization, net carrying amount | 34,690 | 36,835 |
Trade names | 35,402 | 35,402 |
Total intangible assets, net | 70,092 | 72,237 |
Database [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 31,609 | 31,609 |
Accumulated Amortization | 17,162 | 16,147 |
Intangible assets subject to amortization, net carrying amount | 14,447 | 15,462 |
Customer Relationships [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 41,724 | 41,724 |
Accumulated Amortization | 24,270 | 23,316 |
Intangible assets subject to amortization, net carrying amount | 17,454 | 18,408 |
Noncompete Agreements [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,619 | 3,619 |
Accumulated Amortization | 3,548 | 3,527 |
Intangible assets subject to amortization, net carrying amount | 71 | 92 |
Trade names [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,216 | 3,216 |
Accumulated Amortization | 498 | 343 |
Intangible assets subject to amortization, net carrying amount | $ 2,718 | $ 2,873 |
GOODWILL, TRADE NAMES, AND OT36
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS - Annual Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 2,103 | |
2,018 | 4,148 | |
2,019 | 4,111 | |
2,020 | 4,007 | |
2,021 | 3,799 | |
Thereafter | 16,522 | |
Intangible assets subject to amortization, net carrying amount | $ 34,690 | $ 36,835 |
GOODWILL, TRADE NAMES, AND OT37
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS - Goodwill Rollforward (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Goodwill [Line Items] | ||
Goodwill | $ 79,648 | $ 79,648 |
Nurse And Allied Staffing [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 44,545 | 44,545 |
Physician Staffing [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 25,685 | 25,685 |
Other Human Capital Management Services [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $ 9,418 | $ 9,418 |
GOODWILL, TRADE NAMES, AND OT38
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS - Additional Information (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment charges | $ 0 | $ 0 | $ 24,311,000 | $ 0 | $ 24,311,000 | |
Physician Staffing [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment charges | $ 24,300,000 | |||||
Goodwill impairment charge | 17,700,000 | |||||
Trade names [Member] | Physician Staffing [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment of intangibles indefinite lived | 600,000 | |||||
Customer Relationships [Member] | Physician Staffing [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment of intangibles finite lived | $ 6,000,000 |
DEBT - Long- Term Debt (Details
DEBT - Long- Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Capital lease obligations | $ 14 | $ 23 | |
Total debt | 38,014 | 92,055 | |
Less current portion | (2,258) | (2,263) | |
Long-term Debt and Capital Lease Obligations | 35,756 | 89,792 | |
Unamortized Discount and Debt Issuance Costs | (412) | (5,032) | |
Senior Debt [Member] | Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt | 38,000 | 39,500 | |
Unamortized Discount and Debt Issuance Costs | $ (412) | $ (363) | |
Interest Rate | 2.80% | 2.62% | |
Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest Rate | 8.00% | ||
Convertible Notes [Member] | 8% Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt | $ 0 | $ 25,000 | |
Unamortized Discount and Debt Issuance Costs | $ 0 | (4,669) | |
Interest Rate | 8.00% | ||
Convertible Notes [Member] | Convertible Note Derivative Liability [Member] | |||
Debt Instrument [Line Items] | |||
Debt | $ 0 | 27,532 | |
Unamortized Discount and Debt Issuance Costs | $ 0 | $ 0 |
DEBT - Debt Maturities (Details
DEBT - Debt Maturities (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Capital Lease Obligations [Abstract] | |
2,017 | $ 4 |
2,018 | 8 |
2,019 | 2 |
2,020 | 0 |
2,021 | 0 |
Total | 14 |
Term Loan [Member] | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,017 | 750 |
2,018 | 3,750 |
2,019 | 3,500 |
2,020 | 4,000 |
2,021 | 26,000 |
Total | $ 38,000 |
DEBT - Private Placement of Con
DEBT - Private Placement of Convertible Notes Narrative (Details) | Mar. 17, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($)instrumentd$ / shares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2014USD ($) |
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 6,509,000 | $ 95,247,000 | |||||
Extinguishment fees | 578,000 | 641,000 | |||||
Loss on early extinguishment of debt | $ 0 | $ 1,568,000 | $ 4,969,000 | $ 1,568,000 | |||
Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 25,000,000 | ||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | ||||||
Payment of debt and extinguishment fees | $ 5,600,000 | ||||||
Repayments of debt | 5,000,000 | ||||||
Extinguishment fees | 600,000 | ||||||
Loss on early extinguishment of debt | $ 5,000,000 | ||||||
Non-cash write off related to settlement of convertible notes | $ 46,000,000 | ||||||
Debt conversion price (in usd per share) | $ / shares | $ 7.10 | ||||||
Debt instrument, convertible, number of equity instruments | instrument | 3,521,126 | ||||||
Debt Instrument, convertible, threshold period following issuance date (in years) | 3 years | ||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 125.00% | ||||||
Debt instrument, convertible, threshold trading days | d | 20 | ||||||
Debt instrument, convertible, threshold consecutive trading days | 30 days | ||||||
Interest rate (percent) | 8.00% | ||||||
Common Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued (in shares) | shares | 3,175,584 | ||||||
8% Convertible Notes [Member] | Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Original debt amount in debt conversion | $ 20,000,000 | ||||||
Interest rate (percent) | 8.00% | 8.00% | |||||
Convertible Note Derivative Liability [Member] | Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Original debt amount in debt conversion | $ 26,000,000 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Jun. 22, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)financial_covenant | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Prepayment penalty | $ 600,000 | |||||
Loss on early extinguishment of debt | $ 0 | $ 1,568,000 | $ 4,969,000 | $ 1,568,000 | ||
Second Lien Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Loss on early extinguishment of debt | $ 1,600,000 | |||||
Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate increase (decrease) (percent) | 2.00% | |||||
Quarterly commitment fee on the average daily unused portion (percent) | 0.25% | |||||
Number of financial covenants | financial_covenant | 2 | |||||
Credit Agreement [Member] | Senior Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity | 40,000,000 | |||||
Credit Agreement [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Consolidated Fixed Charge Coverage Ratio | 1.50 | 1.50 | ||||
Credit Agreement [Member] | LIBOR [Member] | Senior Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest margin | 1.75% | |||||
Revolving Credit Facility [Member] | First Lien Loan Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity | $ 85,000,000 | |||||
Borrowing availability as percentage of commitments | 10.00% | |||||
Line of credit, subfacility for standby letters of credit | $ 35,000,000 | |||||
Letters of credit rolled and issued under new debt instrument | 23,100,000 | |||||
Revolving Credit Facility [Member] | Second Lien Term Loan [Member] | Subordinated Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity | $ 30,000,000 | |||||
Debt term | 5 years | |||||
Revolving Credit Facility [Member] | Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity | 100,000,000 | |||||
Line of credit, subfacility for standby letters of credit | 35,000,000 | |||||
Sub facility for swingline loans | 15,000,000 | |||||
Additional capacity | $ 50,000,000 | |||||
Letters of credit outstanding | $ 21,600,000 | $ 21,600,000 | ||||
Line of credit outstanding | $ 78,400,000 | $ 78,400,000 | ||||
Revolving Credit Facility [Member] | Credit Agreement [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest margin | 1.75% | |||||
Debt Instrument, Redemption, Period One [Member] | Revolving Credit Facility [Member] | Second Lien Term Loan [Member] | Subordinated Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of principal amount redeemed | 103.00% | |||||
Debt Instrument, Redemption, Period Two [Member] | Revolving Credit Facility [Member] | Second Lien Term Loan [Member] | Subordinated Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of principal amount redeemed | 102.00% | |||||
Debt Instrument, Redemption, Period Three [Member] | Revolving Credit Facility [Member] | Second Lien Term Loan [Member] | Subordinated Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of principal amount redeemed | 100.00% | |||||
First Four Installments [Member] | Credit Agreement [Member] | Senior Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Periodic payment, percentage of principal | 1.25% | |||||
Next Eight Installments [Member] | Credit Agreement [Member] | Senior Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Periodic payment, percentage of principal | 1.875% | |||||
Remaining Installments [Member] | Credit Agreement [Member] | Senior Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Periodic payment, percentage of principal | 2.50% | |||||
Fiscal Quarters Ending September 30, 2016 through June 30, 2017 [Member] | Credit Agreement [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Consolidated Net Leverage Ratio | 3.50 | 3.50 | ||||
Fiscal Quarters Ending September 30, 2017 through June 30, 2018 [Member] | Credit Agreement [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Consolidated Net Leverage Ratio | 3.25 | 3.25 | ||||
Each Fiscal Quarter Ending Thereafter [Member] | Credit Agreement [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Consolidated Net Leverage Ratio | 3 | 3 |
DEBT - Consolidated Net Leverag
DEBT - Consolidated Net Leverage Ratio (Details) - Credit Agreement [Member] | 6 Months Ended |
Jun. 30, 2017 | |
Covenant Term 1 [Member] | |
Line of Credit Facility [Line Items] | |
Commitment fee percentage | 0.25% |
Covenant Term 1 [Member] | Eurodollar Loans [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 1.75% |
Covenant Term 1 [Member] | LIBOR Index Rate Loans [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 1.75% |
Covenant Term 1 [Member] | Letter of Credit Fee [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 1.75% |
Covenant Term 1 [Member] | Base Rate Loans [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 0.75% |
Covenant Term 1 [Member] | Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Consolidated Net Leverage Ratio | 1.50 |
Covenant Term 2 [Member] | |
Line of Credit Facility [Line Items] | |
Commitment fee percentage | 0.30% |
Covenant Term 2 [Member] | Eurodollar Loans [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 2.00% |
Covenant Term 2 [Member] | LIBOR Index Rate Loans [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 2.00% |
Covenant Term 2 [Member] | Letter of Credit Fee [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 2.00% |
Covenant Term 2 [Member] | Base Rate Loans [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 1.00% |
Covenant Term 2 [Member] | Minimum [Member] | |
Line of Credit Facility [Line Items] | |
Consolidated Net Leverage Ratio | 1.50 |
Covenant Term 2 [Member] | Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Consolidated Net Leverage Ratio | 2 |
Covenant Term 3 [Member] | |
Line of Credit Facility [Line Items] | |
Commitment fee percentage | 0.30% |
Covenant Term 3 [Member] | Eurodollar Loans [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 2.25% |
Covenant Term 3 [Member] | LIBOR Index Rate Loans [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 2.25% |
Covenant Term 3 [Member] | Letter of Credit Fee [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 2.25% |
Covenant Term 3 [Member] | Base Rate Loans [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 1.25% |
Covenant Term 3 [Member] | Minimum [Member] | |
Line of Credit Facility [Line Items] | |
Consolidated Net Leverage Ratio | 2 |
Covenant Term 3 [Member] | Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Consolidated Net Leverage Ratio | 2.50 |
Covenant Term 4 [Member] | |
Line of Credit Facility [Line Items] | |
Commitment fee percentage | 0.35% |
Covenant Term 4 [Member] | Eurodollar Loans [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 2.50% |
Covenant Term 4 [Member] | LIBOR Index Rate Loans [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 2.50% |
Covenant Term 4 [Member] | Letter of Credit Fee [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 2.50% |
Covenant Term 4 [Member] | Base Rate Loans [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 1.50% |
Covenant Term 4 [Member] | Minimum [Member] | |
Line of Credit Facility [Line Items] | |
Consolidated Net Leverage Ratio | 2.50 |
Covenant Term 4 [Member] | Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Consolidated Net Leverage Ratio | 3 |
Covenant Term 5 [Member] | |
Line of Credit Facility [Line Items] | |
Commitment fee percentage | 0.40% |
Covenant Term 5 [Member] | Eurodollar Loans [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 2.75% |
Covenant Term 5 [Member] | LIBOR Index Rate Loans [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 2.75% |
Covenant Term 5 [Member] | Letter of Credit Fee [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 2.75% |
Covenant Term 5 [Member] | Base Rate Loans [Member] | |
Line of Credit Facility [Line Items] | |
Interest margin | 1.75% |
Covenant Term 5 [Member] | Minimum [Member] | |
Line of Credit Facility [Line Items] | |
Consolidated Net Leverage Ratio | 3 |
FAIR VALUE MEASUREMENTS - Estim
FAIR VALUE MEASUREMENTS - Estimated Fair values Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Inputs, Level 1 [Member] | Deferred compensation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation | $ 1,303 | $ 1,472 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liabilities | 6,054 | 5,603 |
Fair Value, Inputs, Level 3 [Member] | Convertible Notes, Derivative Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible Notes derivative liability | $ 0 | $ 27,532 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of reconciliation of opening and closing balances for fair value measurements categorized within Level 3 (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Mar. 31, 2017 | |
Contingent Consideration Liabilities [Member] | ||
Convertible Note Derivative Liability | ||
Beginning balance | $ 5,773 | $ 5,603 |
Settlements | (100) | |
Accretion expense | 281 | 270 |
Valuation gain for the period | 0 | |
Ending balance | 6,054 | 5,773 |
Convertible Notes Derivative Liability [Member] | ||
Convertible Note Derivative Liability | ||
Beginning balance | 0 | 27,532 |
Settlements | (25,951) | |
Accretion expense | 0 | 0 |
Valuation gain for the period | (1,581) | |
Ending balance | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value Measurement [Line Items] | |||||
Impairment charges | $ 0 | $ 0 | $ 24,311,000 | $ 0 | $ 24,311,000 |
Minimum [Member] | |||||
Fair Value Measurement [Line Items] | |||||
Threshold period, past due for payment of services provided | 15 days | ||||
Maximum [Member] | |||||
Fair Value Measurement [Line Items] | |||||
Threshold period, past due for payment of services provided | 60 days |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Instrument that were not Measured at Fair Value (Details) - Fair Value, Inputs, Level 2 [Member] - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Term Loan, Net [Member] | Reported Value Measurement [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Financial Liabilities, Carrying Amount | $ 37,588 | $ 39,137 |
Term Loan, Net [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Financial Liabilities, Fair Value | 39,500 | 41,500 |
Convertible Notes, Net [Member] | Reported Value Measurement [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Financial Liabilities, Carrying Amount | 0 | 20,331 |
Convertible Notes, Net [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Financial Liabilities, Fair Value | $ 0 | $ 27,250 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) | May 23, 2017 | Mar. 17, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common shares left remaining to repurchase under the plan (up to) | 942,443 | 942,443 | |||||
Stock repurchase program, authorized amount (up to) | $ 2,500,000 | $ 2,500,000 | |||||
Number of shares of common stock outstanding | 35,740,394 | 35,740,394 | |||||
Selling, General and Administrative Expenses [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | $ 1,300,000 | $ 1,100,000 | $ 2,000,000 | $ 1,800,000 | |||
Omnibus Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional shares available for grant (in shares) | 2,000,000 | ||||||
Aggregate share reserve (up to) | 6,100,000 | ||||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 300,047 | ||||||
Vested in period, net (in shares) | 126,798 | 164,274 | 201,676 | 215,365 | |||
Restricted Stock [Member] | Omnibus Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 300,047 | ||||||
Vesting period | 3 years | ||||||
Performance Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 181,067 | ||||||
Performance Stock [Member] | Omnibus Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 181,067 | ||||||
Level of performance attained and approved (percent) | 48.00% | ||||||
Shares issued in period | 86,784 | ||||||
Common Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued (in shares) | 3,175,584 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Restricted Stock and Performance Shares (Details) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Restricted Stock [Member] | |
Number of Shares | |
Unvested restricted stock awards, Beginning balance (in shares) | shares | 532,294 |
Granted (in shares) | shares | 300,047 |
Vested (in shares) | shares | (287,259) |
Forfeited (in shares) | shares | (34,287) |
Unvested restricted stock awards, Ending balance (in shares) | shares | 510,795 |
Weighted Average Grant Date Fair Value (in usd per share) | |
Unvested restricted stock awards, Beginning balance (in dollars per share) | $ / shares | $ 9.98 |
Granted (in dollars per share) | $ / shares | 13.77 |
Vested (in dollars per share) | $ / shares | 8.65 |
Forfeited (in dollars per share) | $ / shares | 9.56 |
Unvested restricted stock awards, Ending balance (in dollars per share) | $ / shares | $ 12.98 |
Performance Stock [Member] | |
Number of Shares | |
Unvested restricted stock awards, Beginning balance (in shares) | shares | 332,092 |
Granted (in shares) | shares | 181,067 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (118,371) |
Unvested restricted stock awards, Ending balance (in shares) | shares | 394,788 |
Weighted Average Grant Date Fair Value (in usd per share) | |
Unvested restricted stock awards, Beginning balance (in dollars per share) | $ / shares | $ 11.73 |
Granted (in dollars per share) | $ / shares | 14.36 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 11.78 |
Unvested restricted stock awards, Ending balance (in dollars per share) | $ / shares | $ 12.92 |
SEGMENT DATA - Narrative (Detai
SEGMENT DATA - Narrative (Details) | 6 Months Ended |
Jun. 30, 2017segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
SEGMENT DATA - Information on O
SEGMENT DATA - Information on Operating Segments and Reconciliation to Loss From Operations (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Revenues | $ 209,313,000 | $ 199,443,000 | $ 416,886,000 | $ 396,026,000 | ||
Contribution income | 20,429,000 | 19,734,000 | 36,431,000 | 37,966,000 | ||
Unallocated corporate overhead | 10,827,000 | 9,791,000 | 21,113,000 | 20,159,000 | ||
Depreciation and amortization | 2,285,000 | 2,465,000 | 4,476,000 | 4,877,000 | ||
Acquisition-related contingent consideration | 281,000 | 183,000 | 551,000 | 470,000 | ||
Acquisition and integration costs | 587,000 | 0 | 587,000 | 0 | ||
Impairment charges | 0 | $ 0 | 24,311,000 | 0 | 24,311,000 | |
Income (loss) from operations | 6,449,000 | (17,016,000) | 9,704,000 | (11,851,000) | ||
Nurse and allied staffing [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Revenues | 180,927,000 | 172,048,000 | 364,035,000 | 340,813,000 | ||
Contribution income | 18,141,000 | 17,615,000 | 33,763,000 | 34,405,000 | ||
Physician staffing [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Revenues | 24,720,000 | 23,927,000 | 46,184,000 | 48,380,000 | ||
Contribution income | 2,047,000 | 2,050,000 | 2,867,000 | 3,603,000 | ||
Impairment charges | $ 24,300,000 | |||||
Other human capital management services [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Revenues | 3,666,000 | 3,468,000 | 6,667,000 | 6,833,000 | ||
Contribution income | $ 241,000 | $ 69,000 | $ (199,000) | $ (42,000) |
INCOME TAXES (Details)
INCOME TAXES (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017USD ($) | Jun. 30, 2017USD ($) | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (percentage) | 12.60% | 24.20% |
Effective income tax rate continuing operations excluding discrete items (percentage) | 12.40% | 31.70% |
Unrecognized tax benefits | $ 1 | $ 1 |
Unrecognized tax benefits that would impact effective tax rate | $ 5.5 | 5.5 |
Gross increase to current year unrecognized tax benefits related to federal and state tax issues | $ 0.6 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 0.9 | $ 1.3 | $ 2.6 | $ 2.7 | |
Accounts receivable | 0.8 | 0.8 | $ 1 | ||
InteliStaf [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 4.5 | 2.9 | $ 8.7 | 6 | |
Joint venture, percent ownership | 68.00% | 68.00% | |||
Receivable balance with joint venture | $ 1 | $ 1 | 1.5 | ||
Payable balance with joint venture | 0.3 | 0.3 | $ 0.2 | ||
Affiliated Entity [Member] | |||||
Related Party Transaction [Line Items] | |||||
Rent expense | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 |
SUBSEQUENT EVENTS - Acquisition
SUBSEQUENT EVENTS - Acquisition (Details) - USD ($) | Jul. 28, 2017 | Jul. 05, 2017 | Jul. 01, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Subsequent Event [Line Items] | |||||||
Acquisitions related fees and expenses | $ 587,000 | $ 0 | $ 587,000 | $ 0 | |||
Borrowings on debt | $ 0 | $ 97,200,000 | |||||
Advantage RN, LLC [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Total purchase price | $ 88,000,000 | ||||||
Payment for acquisition, net of cash acquired | 86,800,000 | ||||||
Acquisitions related fees and expenses | 600,000 | ||||||
Escrow payment related to tax liabilities | 14,500,000 | ||||||
Escrow payment related to post-close liabilities | 7,500,000 | ||||||
Release of escrow to seller | $ 7,300,000 | ||||||
Escrow deposit related to tax liabilities | $ 7,200,000 | ||||||
Net working capital adjustment | 600,000 | ||||||
Credit Agreement [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Borrowings on debt | 67,500,000 | ||||||
Term Loan [Member] | Incremental Term Loan [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Borrowings on debt | 40,000,000 | ||||||
Face amount | $ 40,000,000 | ||||||
Deferred Consideration Transferred [Member] | Advantage RN, LLC [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Contingent liability | $ 600,000 | ||||||
Number of months contingent liability due to seller (in months) | 20 months | ||||||
Eurodollar Loans [Member] | Term Loan [Member] | Incremental Term Loan [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Interest margin | 2.25% | ||||||
LIBOR Index Rate Loans [Member] | Term Loan [Member] | Incremental Term Loan [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Interest margin | 2.25% | ||||||
Base Rate Loans [Member] | Term Loan [Member] | Incremental Term Loan [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Interest margin | 1.25% | ||||||
First Eight Installments [Member] | Term Loan [Member] | Incremental Term Loan [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Periodic payment, percentage of principal | 1.875% | ||||||
Remaining Installments [Member] | Term Loan [Member] | Incremental Term Loan [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Periodic payment, percentage of principal | 2.50% |
SUBSEQUENT EVENTS - Subsequent
SUBSEQUENT EVENTS - Subsequent Credit Renewal And Upsizing (Details) | Aug. 01, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Subsequent Event [Line Items] | |||
Borrowings on debt | $ 0 | $ 97,200,000 | |
Amended And Restated Credit Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Face amount | $ 215,000,000 | ||
Borrowings on debt | 106,500,000 | ||
Line of Credit [Member] | Amended And Restated Credit Agreement [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | 115,000,000 | ||
Borrowings on debt | 6,500,000 | ||
Term Loan [Member] | Amended And Restated Credit Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Face amount | 100,000,000 | ||
Additional capacity | $ 50,000,000 | ||
Eurodollar Loans [Member] | Amended And Restated Credit Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Interest margin | 2.25% | ||
LIBOR Index Rate Loans [Member] | Line of Credit [Member] | Amended And Restated Credit Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Interest margin | 2.25% | ||
Base Rate Loans [Member] | Amended And Restated Credit Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Interest margin | 1.25% | ||
Fiscal Quarters Ending September 30, 2017 through June 30, 2018 [Member] | Maximum [Member] | Amended And Restated Credit Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Consolidated Net Leverage Ratio | 3.50 | ||
Fiscal Quarters Ending September 30, 2018 through June 30, 2019 [Member] | Maximum [Member] | Amended And Restated Credit Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Consolidated Net Leverage Ratio | 3.25 | ||
Each Fiscal Quarter Ending Thereafter [Member] | Maximum [Member] | Amended And Restated Credit Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Consolidated Net Leverage Ratio | 3 | ||
First Four Installments [Member] | Term Loan [Member] | Amended And Restated Credit Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Periodic payment, percentage of principal | 5.00% | ||
Next Eight Installments [Member] | Term Loan [Member] | Amended And Restated Credit Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Periodic payment, percentage of principal | 7.50% | ||
Remaining Installments [Member] | Term Loan [Member] | Amended And Restated Credit Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Periodic payment, percentage of principal | 10.00% |