Summary of Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2013 |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
) Summary of Significant Accounting Policies |
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(a) General |
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AMN Healthcare Services, Inc. was incorporated in Delaware on November 10, 1997. AMN Healthcare Services, Inc. and its subsidiaries (collectively, the “Company”) provide healthcare workforce solutions and staffing services at acute and sub-acute care hospitals and other healthcare facilities throughout the United States. |
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(b) Principles of Consolidation |
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The accompanying consolidated financial statements include the accounts of AMN Healthcare Services, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
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(c) Use of Estimates |
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to asset impairment, accruals for self-insurance and compensation and related benefits, revenue recognition, accounts receivable, contingencies and litigation, valuation and recognition of share-based payments, and income taxes. The Company bases these estimates on the information that is currently available and on various other assumptions that it believes are reasonable under the circumstances. Actual results could differ from those estimates under different assumptions or conditions. |
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(d) Cash and Cash Equivalents |
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The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include currency on hand, deposits with financial institutions and highly liquid investments. |
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(e) Restricted Cash, Cash Equivalents and Investments |
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Restricted cash, cash equivalents and investments primarily represent the cash and U.S. Treasury securities on deposit with financial institutions that serve as collateral for the Company’s outstanding letters of credit. The original maturity terms for the U.S. Treasury securities were between 6-months and 12-months. See Note (4), “Fair Value Measurement” and Note (8), “Notes Payable and Credit Agreement” for additional information. |
(f) Fixed Assets |
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The Company records furniture, equipment, leasehold improvements and internal-use software at cost less accumulated amortization and depreciation. The Company records equipment acquired under capital leases at the present value of the future minimum lease payments. The Company capitalizes major additions and improvements, and expenses maintenance and repairs when incurred. The Company calculates depreciation on furniture, equipment and software using the straight-line method based on the estimated useful lives of the related assets (three to seven years). The Company amortizes leasehold improvements and equipment obtained under capital leases over the shorter of the term of the lease or their estimated useful lives. The Company includes amortization of equipment obtained under capital leases with depreciation expense in the accompanying consolidated financial statements. |
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The Company capitalizes and records at cost the costs it incurs to develop internal-use software during the application development stage. Application development stage costs generally include costs associated with internal-use software configuration, coding, installation and testing. The Company also capitalizes costs of significant upgrades and enhancements that result in additional functionality, whereas it expenses as incurred costs for maintenance and minor upgrades and enhancements. The Company amortizes capitalized costs using the straight-line method over three to seven years once the software is ready for its intended use. |
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The Company reviews long-lived assets for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and has determined that no triggering events have occurred during the period that would require the Company to perform an impairment test. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to the future undiscounted net cash flows that are expected to be generated by the asset group. If such asset group is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The Company reports assets to be disposed of at the lower of the carrying amount or fair value less costs to sell. |
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(g) Goodwill |
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The Company records as goodwill the portion of the purchase price that exceeds the fair value of net assets of entities acquired. The Company evaluates goodwill annually for impairment at the reporting unit level and whenever circumstances occur indicating that goodwill may be impaired. The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, the quantitative impairment test is unnecessary. The performance of the quantitative impairment test involves a two-step process. The first step of the test involves comparing the fair value of the Company’s reporting units with the reporting unit’s carrying amount, including goodwill. The Company generally determines the fair value of its reporting units using a combination of the income approach (using discounted future cash flows) and the market valuation approach. If the carrying amount of the Company’s reporting units exceeds the reporting unit’s fair value, the Company performs the second step of the test to determine the amount of impairment loss. The second step of the test involves comparing the implied fair value of the Company’s reporting unit’s goodwill with the carrying amount of that goodwill. The amount, by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. |
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The Company experienced declines in home healthcare revenue subsequent to the acquisition of NF Investors, Inc., a Delaware corporation (“NFI”), the parent company of Medfinders, due to federal and state reimbursement rate and funding pressures, such that during the third quarter of 2011, the Company lowered its projected near-term growth rate in the home healthcare services segment. The revised growth rate triggered interim impairment testing on the home healthcare services segment, which was also the reporting unit, as of August 31, 2011. The Company completed the valuation during the fourth quarter of 2011. As a result, the Company recognized a pre-tax goodwill impairment charge of $24,498 in 2011. The Company included the charge in loss from discontinued operations on the consolidated statement of comprehensive loss for the year ended December 31, 2011. Subsequent to year end, the Company completed the sale of this segment. See Note (2), “Discontinued Operations” and Note (5), “Goodwill and Identifiable Intangible Assets” for additional information. The Company performed the annual impairment testing at the reporting unit level at October 31, 2011, and determined there was no further impairment of goodwill. |
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The Company performed the annual impairment testing at the reporting unit level at October 31, 2012, and determined there was no impairment of goodwill. |
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The Company performed the annual impairment test at October 31, 2013 and determined there was no impairment of goodwill. The Company assessed qualitative factors to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount. As a result of the qualitative assessments, the Company determined that it is more likely than not that the fair value of each of its reporting units is greater than its carrying amount and there was no impairment of goodwill. No events or circumstances have occurred subsequent to October 31, 2013 that indicate that impairment may have occurred. |
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(h) Intangible Assets |
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Intangible assets consist of identifiable intangible assets acquired through acquisitions. Identifiable intangible assets include tradenames and trademarks, customer relationships, non-compete agreements, staffing databases, acquired technology and online courses. The Company amortizes intangible assets, other than tradenames and trademarks with an indefinite life, using the straight-line method over their useful lives. The Company amortizes non-compete covenants using the straight-line method over the lives of the related agreements. The Company reviews for impairment intangible assets with estimable useful lives whenever events or changes in circumstances indicate that the carrying amount may not be recoverable and has determined that no triggering events have occurred during the period that would require the Company to perform an impairment test. |
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The Company does not amortize indefinite lived tradenames and trademarks and instead reviews them for impairment annually. The Company may first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, the Company determines that it is more likely than not that the indefinite-lived intangible asset is not impaired, no quantitative fair value measurement is necessary. If a quantitative fair value measurement calculation is required for the indefinite-lived intangible assets, the Company compares the fair value of the Company’s indefinite-lived intangibles with their carrying amount. If the carrying amount exceeds the fair value, the Company records the excess as an impairment loss. |
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The Company experienced declines in home healthcare revenue subsequent to the acquisition of NFI due to federal and state reimbursement rate and funding pressures, such that during the third quarter of 2011, the Company lowered its projected near-term growth rate in the home healthcare services segment. The revised growth rate triggered interim impairment testing on the home healthcare services segment, which was also the reporting unit, as of August 31, 2011. The Company completed the interim valuation during the fourth quarter of 2011. As a result, the Company recognized a pre-tax impairment charge of $6,700 in 2011 related to an indefinite-lived intangible asset shared by the nurse staffing reporting unit and home healthcare services reporting unit. The Company performed its annual impairment testing at October 31, 2011 and recorded an additional impairment charge of $7,700 related to the above indefinite-lived intangible asset. The additional fourth quarter impairment resulted from the incremental loss of revenue related to the home healthcare services segment from the sale of the disposal group in January 2012. See Note (2), “Discontinued Operations” for additional information. The Company included these charges in loss from discontinued operations on the consolidated statement of comprehensive loss for the year ended December 31, 2011. |
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The Company performed its annual impairment testing at October 31, 2012 and determined there was no impairment of its indefinite lived tradenames and trademarks. |
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The Company performed its annual impairment testing at October 31, 2013 and determined there was no impairment of its indefinite-lived tradenames and trademarks. The Company assessed qualitative factors to determine whether it is more likely than not that the fair value of tradenames and trademarks are less than their carrying amount. As a result of the qualitative assessments, the Company determined that it is more likely than not that the fair values of its tradenames and trademarks are greater than their carrying amounts and there was no impairment of its indefinite-lived tradenames and trademarks. No events or circumstances have occurred subsequent to October 31, 2013 that indicate that impairment may have occurred. |
(i) Insurance Reserves |
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The Company maintains an accrual for professional liability self-insured retention limits that is included in accounts payable and accrued expenses and other long-term liabilities in the consolidated balance sheets. The expense is included in the selling, general and administrative expenses in the consolidated statement of comprehensive income (loss). The Company determines the adequacy of this undiscounted accrual by evaluating its historical experience and trends, loss reserves established by the Company’s insurance carriers, management and third-party administrators, as well as by analyzing independent actuarial studies. The Company obtains actuarial studies on a semi-annual basis that use the Company’s actual claims data and industry data to assist the Company in determining the adequacy of its reserves each year. |
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In November 2012, the Company established a captive insurance subsidiary, which provides coverage, on an occurrence basis, for professional liability within its nurse and allied healthcare staffing segment. Liabilities include provisions for estimated losses incurred but not yet reported (“IBNR”), as well as provisions for known claims. IBNR reserve estimates involve the use of assumptions and are primarily based upon historical loss experience, industry data and other actuarial assumptions. The Company maintains excess insurance coverage for losses above the per occurrence retention. |
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The Company maintains an accrual for workers compensation self-insured retention limits, which is included in accrued compensation and benefits and other long-term liabilities in the consolidated balance sheets. The Company determines the adequacy of this undiscounted accrual by evaluating its historical experience and trends, loss reserves established by the Company’s insurance carriers and third party administrators, as well as by analyzing independent actuarial studies. The Company obtains actuarial studies on a semi-annual basis that use the Company’s payroll and actual claims data, as well as industry data, to determine the appropriate reserve both for (1) reported claims and (2) IBNR claims for each policy year. The actuarial study for workers compensation provides the Company with the estimated losses for prior policy years and an estimated percentage of payroll compensation to be accrued for the current year. The Company records its accruals based on the amounts provided in the actuarial study, which it believes is the best estimate of its liability. |
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(j) Revenue Recognition |
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Revenue consists of fees earned from the permanent and temporary placement of clinicians and physicians. Revenue is recognized when earned and realizable. The Company has contracts with healthcare organizations to provide managed services programs. Under these contract arrangements, the Company uses its clinicians along with those of third party subcontractors to fulfill client orders. If the Company uses subcontractors, it records revenue net of related subcontractors expense. The resulting net revenue represents the administrative fee the Company charges for its managed services programs. The Company records subcontractor accounts receivable from the client in the consolidated balance sheets. The Company generally pays the subcontractor after it has received payment from the client. The Company includes payables to subcontractors in accounts payable and accrued expenses in the consolidated balance sheets. |
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(k) Accounts Receivable |
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The Company records accounts receivable at the invoiced amount. Accounts receivable are non-interest bearing. The Company maintains an allowance for doubtful accounts for estimated credit losses resulting from collection risk, including the inability of customers to make required payments under contractual agreements. The allowance for doubtful accounts is reported as a reduction of accounts receivable in the consolidated balance sheets. The Company determines the adequacy of this allowance by evaluating historical delinquency and write-off trends, the financial condition and credit risk and history of each customer, historical payment trends as well as current economic conditions and the impact of such conditions on the customers’ liquidity and overall financial condition. The Company also maintains a sales allowance to reserve for potential credits issued to customers. The Company determines the amount of the reserve based on historical credits issued. |
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(l) Concentration of Credit Risk |
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The majority of the Company’s business activity is with hospitals located throughout the United States. Credit is extended based on the evaluation of each entity’s financial condition, and collateral is generally not required. Credit losses have been within management’s expectations. No single client healthcare system exceeded 10% of consolidated revenue for the years ended December 31, 2013, 2012 and 2011. One managed services program client comprised more than 10% of the Company’s nurse and allied healthcare staffing segment revenue for the year ended December 31, 2013. As of December 31, 2013 and 2012, accounts receivable from the Company’s top five clients represented approximately 12% and 14%, respectively, of the net accounts receivable balance, excluding amounts due to subcontractors. |
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The Company’s cash and cash equivalents and restricted cash, cash equivalents and investments accounts are also financial instruments that are exposed to concentration of credit risk. The Company maintains its cash balances with high-credit quality and federally insured institutions. Cash balances may be invested in a non-federally insured money market account. As of December 31, 2013 and 2012, there were $23,115 and $18,861, respectively, of restricted cash, cash equivalents and investments primarily invested in a non-federally insured U.S. Treasury security account. |
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(m) Income Taxes |
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The Company records income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period the changes are enacted. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. The Company recognizes the effect of income tax positions only if it is more likely than not that such positions will be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. |
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(n) Fair Value of Financial Instruments |
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The carrying amounts of cash and cash equivalents, accounts receivable, subcontractor accounts receivable, income tax receivable, restricted cash, cash equivalents and investments, bank overdraft, accounts payable and accrued expenses, accrued compensation and benefits and other current liabilities approximate their respective fair values due to the short-term nature and liquidity of these financial instruments. The carrying amount of notes payable (both current and long-term portions), net of discount, approximates fair value as the instrument’s interest rates are variable and comparable to rates currently offered for similar debt instruments of comparable maturity (significant other observable inputs - level 2). See Note (8), “Notes Payable and Credit Agreement” for additional information. The fair value of the long-term portion of the Company’s self insurance accruals cannot be estimated as the Company cannot reasonably determine the timing of future payments. |
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(o) Share-Based Compensation |
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The Company accounts for its share-based employee compensation plans by expensing the estimated fair value of share-based awards over the requisite employee service period, which is the vesting period. The Company amortizes the fair value of equity awards granted on a straight-line basis over the requisite service periods of the awards. The measurement of share-based compensation expense is based on several criteria including, but not limited to, the valuation model used and associated input factors such as expected term of the award, stock price volatility, dividend rate, risk free interest rate, and award forfeiture rate. The input factors to use in the valuation model are based on subjective future expectations combined with management judgment. The Company uses historical data to estimate pre-vesting equity award forfeitures and records share-based compensation expense only for those awards that are expected to vest. The excess tax benefits recognized in equity related to equity award exercises are reflected as cash inflows from financing activities in the consolidated statements of cash flows. There is a corresponding cash outflow from operating activities for excess tax benefits in the consolidated statements of cash flows. |
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(p) Net Income (Loss) per Common Share |
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Securities that are entitled to participate in dividends with common stock, such as the Company’s Series A Conditional Convertible Preferred Stock (the “Preferred Stock”), are considered to be participating securities and the two-class method is used for purposes of calculating basic net income per share. Under the two-class method, a portion of net income is allocated to participating securities and excluded from the calculation of basic net income per common share. On December 21, 2012, all outstanding Preferred Stock were converted into common stock; accordingly, for the two-class method calculation, the net income was allocated between common stock and Preferred Stock on a proportionate basis using a systematic and reasonable basis (based on number of days outstanding) for purpose of calculating the basic net income per share for the year ended December 31, 2012. For the 2011 basic net loss per common share calculation, the two-class method was not applicable due to the overall net loss for the year. Diluted net income per common share reflects the effects of potentially dilutive share-based equity instruments and common stock issuable upon conversion of the Preferred Stock. |
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Share-based awards to purchase 308, 1,902 and 2,253 shares of common stock for the years ended December 31, 2013, 2012 and 2011, respectively, were not included in the calculation of diluted net income per common share because the effect of these instruments was anti-dilutive. |
The following table sets forth the computation of basic and diluted net income (loss) per common share for the years ended December 31, 2013, 2012 and 2011, respectively: |
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| Years Ended December 31, |
| 2013 | | 2012 | | 2011 |
Income from continuing operations | $ | 32,933 | | | $ | 16,313 | | | $ | 5,016 | |
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Income (loss) from discontinued operations, net of tax | — | | | 823 | | | (31,281 | ) |
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Net income (loss) | $ | 32,933 | | | $ | 17,136 | | | $ | (26,265 | ) |
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Less: Allocation to participating securities - from continuing operations | — | | | (1,249 | ) | | — | |
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Allocation to participating securities - from discontinued operations | — | | | (65 | ) | | — | |
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Total allocation to participating securities | — | | | (1,314 | ) | | — | |
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Net income (loss) attributable to common stockholders - basic | $ | 32,933 | | | $ | 15,822 | | | $ | (26,265 | ) |
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Basic income (loss) per common share from: | | | | | |
Continuing operations | $ | 0.72 | | | $ | 0.36 | | | $ | 0.12 | |
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Discontinued operations | — | | | 0.02 | | | (0.78 | ) |
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Net income (loss) | $ | 0.72 | | | $ | 0.38 | | | $ | (0.66 | ) |
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Diluted income (loss) per common share from: | | | | | |
Continuing operations | $ | 0.69 | | | $ | 0.35 | | | $ | 0.11 | |
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Discontinued operations | — | | | 0.02 | | | (0.68 | ) |
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Net income (loss) | $ | 0.69 | | | $ | 0.37 | | | $ | (0.57 | ) |
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Weighted average common shares outstanding—basic | 45,963 | | | 41,632 | | | 39,913 | |
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Plus dilutive effect of potential common shares | 1,824 | | | 5,077 | | | 6,038 | |
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Weighted average common shares outstanding—diluted | 47,787 | | | 46,709 | | | 45,951 | |
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(q) Discontinued Operations |
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The results of operations of a disposal group held for sale or disposed is presented as discontinued operations when the underlying operations and cash flows of the disposal group will be, or have been, eliminated from the Company’s continuing operations and the Company no longer has the ability to influence the operating and/or financial policies of the disposal group. This assessment is made at the time the disposal group is classified as held for sale and for a one-year period after the sale of the disposal group. |
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See Note (2), “Discontinued Operations,” for further information regarding the Company’s discontinued operations. |
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(r) Segment Information |
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Historically, the Company had four reportable segments: nurse and allied healthcare staffing, locum tenens staffing, physician permanent placement services and home healthcare services. During the fourth quarter of 2011, the Company announced the expected divestiture of its home healthcare services segment, which was completed in January 2012. As a result, the home healthcare services segment was classified as disposal group held for sale as of December 31, 2011, and its results of operations have been classified as discontinued operations for the years ended December 31, 2012 and 2011. |
The Company’s management relies on internal management reporting processes that provide revenue and segment operating income for making financial decisions and allocating resources. Segment operating income includes income from operations before depreciation, amortization of intangible assets, share-based compensation expense and other unallocated corporate overhead. The Company’s management does not evaluate, manage or measure performance of segments using asset information; accordingly, asset information by segment is not prepared or disclosed. |
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The following table provides a reconciliation of revenue and segment operating income by reportable segment to consolidated results and was derived from the segment’s internal financial information as used for corporate management purposes: |
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| Years Ended December 31, |
| 2013 | | 2012 | | 2011 |
Revenue | | | | | |
Nurse and allied healthcare staffing | $ | 681,979 | | | $ | 653,829 | | | $ | 570,677 | |
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Locum tenens staffing | 287,484 | | | 261,431 | | | 277,919 | |
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Physician permanent placement services | 42,353 | | | 38,691 | | | 38,870 | |
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| $ | 1,011,816 | | | $ | 953,951 | | | $ | 887,466 | |
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Segment Operating Income | | | | | |
Nurse and allied healthcare staffing | $ | 82,458 | | | $ | 75,907 | | | $ | 62,786 | |
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Locum tenens staffing | 24,712 | | | 21,613 | | | 21,689 | |
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Physician permanent placement services | 8,929 | | | 7,868 | | | 10,634 | |
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| 116,099 | | | 105,388 | | | 95,109 | |
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Unallocated corporate overhead | 30,927 | | | 31,674 | | | 34,040 | |
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Depreciation and amortization | 13,545 | | | 14,151 | | | 16,324 | |
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Share-based compensation | 6,125 | | | 6,221 | | | 7,098 | |
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Interest expense, net (including loss on debt extinguishment of $434, $9,815, and $0 for the years ended December 31, 2013, 2012 and 2011, respectively) | 9,665 | | | 26,019 | | | 23,727 | |
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Income from continuing operations before income taxes | $ | 55,837 | | | $ | 27,323 | | | $ | 13,920 | |
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(s) Recently Adopted Accounting Pronouncements |
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In July 2012, the Financial Accounting Standards Board issued an accounting standard update intended to simplify how an entity tests indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. This accounting standard update is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company adopted this guidance effective January 1, 2013 and performed a qualitative assessment on its annual impairment testing date and such adoption did not have a material effect on its consolidated financial statements. See Note (1)(h), “Summary of Significant Accounting Policies - Intangible Assets” for additional information. |