Summary of Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies |
|
(a) General |
|
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. |
|
(b) Principles of Consolidation |
|
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. |
|
(c) Use of Estimates |
|
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, accounts receivable, contingencies and litigation, 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. |
|
(d) Cash and Cash Equivalents |
|
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. |
|
(e) Restricted Cash, Cash Equivalents and Investments |
|
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 and captive insurance subsidiary claim payments. The original maturity terms for the U.S. Treasury securities were between 3-months and 12-months. See Note (4), “Fair Value Measurement” and Note (8), “Notes Payable and Credit Agreement” for additional information. |
(f) Fixed Assets |
|
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. |
|
The Company capitalizes 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. |
|
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. 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. |
|
(g) Goodwill |
|
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. |
|
(h) Intangible Assets |
|
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. |
|
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. |
(i) Insurance Reserves |
|
The Company maintains an accrual for professional liability 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. The Company determines the adequacy of this accrual by evaluating its historical experience and trends, loss reserves established by the Company’s insurance carriers, management and third-party administrators, and its 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. For periods between the actuarial studies, the Company records its accruals based on loss rates provided in the most recent actuarial study and management's review of loss history. 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 through a commercial carrier for losses above the per occurrence retention. |
|
The Company maintains an accrual for workers compensation, 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 accrual by evaluating its historical experience and trends, loss reserves established by the Company’s insurance carriers and third-party administrators, and its independent actuarial studies. The Company obtains actuarial studies on a semi-annual basis that use the Company’s payroll and historical claims data, as well as industry data, to determine the appropriate reserve for both reported claims and IBNR claims for each policy year. For periods between the actuarial studies, the Company records its accruals based on loss rates provided in the most recent actuarial study. |
|
(j) Revenue Recognition |
|
Revenue consists of fees earned from the permanent and temporary placement of healthcare professionals. Revenue is recognized when earned and realizable. The Company has entered into certain contracts with healthcare organizations to provide managed services programs. Under these contract arrangements, the Company uses its healthcare professionals 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 vendor management services. The Company is liable to the subcontractor after it receives payment from the client. The Company includes payables to subcontractors in accounts payable and accrued expenses in the consolidated balance sheets. |
|
(k) Accounts Receivable |
|
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. |
|
(l) Concentration of Credit Risk |
|
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. Other than one healthcare system, which comprised approximately 10% of the consolidated revenue of the Company for the fiscal year ended December 31, 2014, no client healthcare system exceeded 10% of consolidated revenue for the years ended December 31, 2014, 2013 or 2012. As of each of December 31, 2014 and 2013, accounts receivable from the Company’s top five clients represented approximately 12% of the net accounts receivable balance, excluding amounts due to subcontractors. |
|
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, 2014 and 2013, there were $19,567 and $23,115, respectively, of restricted cash, cash equivalents and investments primarily invested in a non-federally insured U.S. Treasury security account. |
|
(m) Income Taxes |
|
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. |
|
(n) Fair Value of Financial Instruments |
|
The carrying amounts of the Company’s cash equivalents and restricted cash equivalents approximate their respective fair values due to the short-term nature and liquidity of these financial instruments. The carrying amount of the Company’s notes payable approximates its fair value as the Company refinanced its credit facilities in 2014 and the instrument’s interest rates are variable (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 insurance accruals cannot be estimated as the Company cannot reasonably determine the timing of future payments. |
|
(o) Share-Based Compensation |
|
The Company accounts for its share-based employee compensation plans by expensing the estimated fair value of share-based awards on a straight-line basis over the requisite employee service period, which is the vesting period. Restricted stock units (“RSUs”) granted under the Equity Plan (as defined in Note (11), “Share-Based Compensation”) typically vest at the end of a three-year vesting period, however, 33% of the awards may vest on the 13th month anniversary of the grant date, and 34% on the second anniversary of the grant date, if certain performance targets are met. Share-based compensation cost of RSUs is measured by the market value of the Company’s common stock on the date of grant. Performance restricted stock units (“PRSUs”) granted under the Equity Plan typically consist of 1) PRSUs that contain a market condition with the ultimate realizable number of PRSUs dependent on relative and absolute total shareholder return over a three-year period, up to a maximum amount to be issued under the award of 175% of the original grant (“TSR PRSUs”), the fair values of which are estimated using the Monte-Carlo simulation valuation model and will not be adjusted for the achievement, or lack thereof, of the performance conditions; and 2) PRSUs that contain a performance condition, with the ultimate realizable number of PRSUs dependent on the adjusted EBITDA margin performance of the Company during a certain annual performance period, with a range of 0% to 175% of the target amount granted to be issued under the award. Share-based compensation cost for EBITDA margin PRSUs is measured by the market value of the Company’s common stock on the date of grant, and will be adjusted for estimated achievement of the performance conditions. Stock options and stock appreciation rights granted are measured on the date of grant using the Black-Scholes valuation model, which includes assumptions such as expected term of the award, stock price volatility, dividend rate and risk free interest rate. The Company also estimates the forfeiture rate and records share-based compensation expense only for those awards that are expected to vest. |
|
(p) Net Income per Common Share |
|
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 shares of 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. |
|
Share-based awards to purchase 298, 308 and 1,902 shares of common stock for the years ended December 31, 2014, 2013 and 2012, 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 per common share for the years ended December 31, 2014, 2013 and 2012, respectively: |
|
|
| | | | | | | | | | | |
| Years Ended December 31, |
| 2014 | | 2013 | | 2012 |
Income from continuing operations | $ | 33,217 | | | $ | 32,933 | | | $ | 16,313 | |
|
Income from discontinued operations, net of tax | — | | | — | | | 823 | |
|
Net income | $ | 33,217 | | | $ | 32,933 | | | $ | 17,136 | |
|
| | | | | |
Less: Allocation to participating securities from continuing operations | — | | | — | | | (1,249 | ) |
|
Allocation to participating securities from discontinued operations | — | | | — | | | (65 | ) |
|
Total allocation to participating securities | — | | | — | | | (1,314 | ) |
|
Net income attributable to common stockholders - basic | $ | 33,217 | | | $ | 32,933 | | | $ | 15,822 | |
|
| | | | | |
Basic income per common share from: | | | | | |
Continuing operations | $ | 0.71 | | | $ | 0.72 | | | $ | 0.36 | |
|
Discontinued operations | — | | | — | | | 0.02 | |
|
Net income | $ | 0.71 | | | $ | 0.72 | | | $ | 0.38 | |
|
Diluted income per common share from: | | | | | |
Continuing operations | $ | 0.69 | | | $ | 0.69 | | | $ | 0.35 | |
|
Discontinued operations | — | | | — | | | 0.02 | |
|
Net income | $ | 0.69 | | | $ | 0.69 | | | $ | 0.37 | |
|
Weighted average common shares outstanding—basic | 46,504 | | | 45,963 | | | 41,632 | |
|
Plus dilutive effect of potential common shares | 1,582 | | | 1,824 | | | 5,077 | |
|
Weighted average common shares outstanding—diluted | 48,086 | | | 47,787 | | | 46,709 | |
|
|
(q) Discontinued Operations |
|
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. See Note (2), “Discontinued Operations,” for further information regarding the Company’s discontinued operations. |
|
(r) Segment Information |
|
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 year ended December 31, 2012. |
The Company’s management relies on internal management reporting processes that provide revenue and operating income by reportable segment for making financial decisions and allocating resources. Segment operating income represents income before income taxes plus depreciation, amortization of intangible assets, share-based compensation expense, interest expense (net) and other, and 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. |
|
The following table provides a reconciliation of revenue and segment operating income by reportable segment to consolidated results and was derived from each segment’s internal financial information as used for corporate management purposes: |
|
|
| | | | | | | | | | | |
| Years Ended December 31, |
| 2014 | | 2013 | | 2012 |
Revenue | | | | | |
Nurse and allied healthcare staffing | $ | 695,206 | | | $ | 681,979 | | | $ | 653,829 | |
|
Locum tenens staffing | 296,166 | | | 287,484 | | | 261,431 | |
|
Physician permanent placement services | 44,655 | | | 42,353 | | | 38,691 | |
|
| $ | 1,036,027 | | | $ | 1,011,816 | | | $ | 953,951 | |
|
Segment operating income | | | | | |
Nurse and allied healthcare staffing | $ | 87,246 | | | $ | 82,458 | | | $ | 75,907 | |
|
Locum tenens staffing | 30,985 | | | 24,712 | | | 21,613 | |
|
Physician permanent placement services | 9,818 | | | 8,929 | | | 7,868 | |
|
| 128,049 | | | 116,099 | | | 105,388 | |
|
Unallocated corporate overhead | 36,996 | | | 30,927 | | | 31,674 | |
|
Depreciation and amortization | 15,993 | | | 13,545 | | | 14,151 | |
|
Share-based compensation | 7,157 | | | 6,125 | | | 6,221 | |
|
Interest expense, net (including loss on debt extinguishment of $3,113, $434, and $9,815 for the years ended December 31, 2014, 2013 and 2012, respectively), and other | 9,237 | | | 9,665 | | | 26,019 | |
|
Income from continuing operations before income taxes | $ | 58,666 | | | $ | 55,837 | | | $ | 27,323 | |
|
|
(s) Reclassifications |
|
Certain reclassifications have been made to certain of the prior years’ consolidated financial statements to conform to the current year presentation. Specifically, 1) payments made into the Company’s life insurance policies to assist in funding the deferred compensation plan were reclassified from cash flows from operating activities to cash flows from investing activities; and 2) changes in book overdraft were reclassified from cash flows from financing activities to changes in accounts payable and accrued expenses within cash flows from operating activities in the consolidated statement of cash flows for both the year ended December 31, 2013 and 2012. In addition, the Company reclassified expected insurance recoveries under its professional liability and workers compensation policies in the consolidated balance sheet for the year ended December 31, 2013 to conform to the current year presentation. Professional liability and workers compensation liabilities were previously presented net of insurance recoveries. For the fiscal year ended December 31, 2014, expected insurance recoveries are presented on a gross basis, with the short-term insurance receivable portion included within “Prepaid and other current assets” and the long-term portion included within “Other assets” on the consolidated balance sheet. |