Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 6-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AMN HEALTHCARE SERVICES INC | |
Entity Central Index Key | 1142750 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 47,555,758 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $11,633 | $13,073 |
Accounts receivable, net of allowances of $6,019 and $4,515 at March 31, 2015 and December 31, 2014, respectively | 221,001 | 186,274 |
Accounts receivable, subcontractor | 34,191 | 28,443 |
Deferred income taxes, net | 26,466 | 27,330 |
Prepaid and other current assets | 29,065 | 27,550 |
Total current assets | 322,356 | 282,670 |
Restricted cash, cash equivalents and investments | 19,772 | 19,567 |
Fixed assets, net of accumulated depreciation of $71,019 and $68,814 at March 31, 2015 and December 31, 2014, respectively | 36,674 | 32,880 |
Other assets | 44,117 | 39,895 |
Goodwill | 197,254 | 154,387 |
Intangible assets, net of accumulated amortization of $44,822 and $41,963 at March 31, 2015 and December 31, 2014, respectively | 179,877 | 152,517 |
Total assets | 800,050 | 681,916 |
Current liabilities: | ||
Accounts payable and accrued expenses | 92,081 | 78,993 |
Accrued compensation and benefits | 72,237 | 67,995 |
Current portion of revolving credit facility | 30,000 | 18,000 |
Current portion of notes payable | 7,500 | 7,500 |
Deferred revenue | 3,137 | 3,177 |
Other current liabilities | 2,662 | 2,630 |
Total current liabilities | 207,617 | 178,295 |
Revolving credit facility | 65,500 | 0 |
Notes payable | 135,000 | 136,875 |
Deferred income taxes, net | 37,198 | 32,491 |
Other long-term liabilities | 83,972 | 77,674 |
Total liabilities | 529,287 | 425,335 |
Commitments and contingencies and subsequent events | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at March 31, 2015 and December 31, 2014 | 0 | 0 |
Common stock, $0.01 par value; 200,000 shares authorized; 47,455 and 46,639 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 475 | 466 |
Additional paid-in capital | 436,425 | 434,529 |
Accumulated deficit | -165,849 | -178,058 |
Accumulated other comprehensive loss | -288 | -356 |
Total stockholders’ equity | 270,763 | 256,581 |
Total liabilities and stockholders’ equity | $800,050 | $681,916 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $6,019 | $4,515 |
Accumulated depreciation | 71,019 | 68,814 |
Accumulated amortization | $44,822 | $41,963 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 47,455,000 | 46,639,000 |
Common stock, shares outstanding | 47,455,000 | 46,639,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Revenue | $327,510 | $240,881 |
Cost of revenue | 226,078 | 166,925 |
Gross profit | 101,432 | 73,956 |
Operating expenses: | ||
Selling, general and administrative | 71,552 | 54,667 |
Depreciation and amortization | 5,095 | 3,820 |
Total operating expenses | 76,647 | 58,487 |
Income from operations | 24,785 | 15,469 |
Interest expense, net, and other | 1,807 | 1,846 |
Income before income taxes | 22,978 | 13,623 |
Income tax expense | 10,769 | 5,993 |
Net income | 12,209 | 7,630 |
Other comprehensive income (loss) - foreign currency translation | 68 | -9 |
Comprehensive income | $12,277 | $7,621 |
Net income per common share: | ||
Basic (in dollars per share) | $0.26 | $0.16 |
Diluted (in dollars per share) | $0.25 | $0.16 |
Weighted average common shares outstanding: | ||
Basic (shares) | 47,146 | 46,354 |
Diluted (shares) | 48,364 | 47,917 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income | $12,209 | $7,630 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 5,095 | 3,820 |
Non-cash interest expense and other | 457 | 295 |
Increase in allowances for doubtful accounts and sales credits | 2,192 | 443 |
Provision for deferred income taxes | 5,359 | 1,885 |
Share-based compensation | 2,377 | 1,819 |
Excess tax benefits from share-based compensation | -5,029 | -1,546 |
(Gain) loss on disposal or sale of fixed assets | -2 | 1 |
Changes in assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | -16,443 | -3,806 |
Accounts receivable, subcontractor | -5,748 | -409 |
Income taxes receivable | 5,171 | 3,114 |
Prepaid expenses and other current assets | -3,063 | -4,068 |
Other assets | -2,150 | -606 |
Accounts payable and accrued expenses | 3,621 | -6,190 |
Accrued compensation and benefits | 996 | 1,008 |
Other liabilities | 4,382 | 369 |
Deferred revenue | -532 | -20 |
Restricted cash, cash equivalents and investments balance | -205 | -2,875 |
Net cash provided by operating activities | 8,687 | 864 |
Cash flows from investing activities: | ||
Purchase and development of fixed assets | -6,370 | -5,843 |
Loan to Pipeline Health Holdings LLC | -667 | 0 |
Equity method investment | 0 | -2,000 |
Payments to fund deferred compensation plan | -1,203 | -1,215 |
Cash paid for acquisition, net of cash received | -76,945 | 0 |
Change in restricted cash, cash equivalents and investments balance | 0 | 4,349 |
Cash paid for working capital adjustments for prior acquisition | -165 | 0 |
Net cash used in investing activities | -85,350 | -4,709 |
Cash flows from financing activities: | ||
Capital lease repayments | -4 | -156 |
Payments on term loan | -1,875 | 0 |
Payments on revolving credit facility | -7,000 | -1,000 |
Proceeds from revolving credit facility | 84,500 | 1,000 |
Proceeds from exercise of equity awards | 3,199 | 58 |
Cash paid for shares withheld for taxes | -8,694 | -3,905 |
Excess tax benefits from share-based compensation | 5,029 | 1,546 |
Net cash provided by (used in) financing activities | 75,155 | -2,457 |
Effect of exchange rate changes on cash | 68 | -9 |
Net decrease in cash and cash equivalents | -1,440 | -6,311 |
Cash and cash equivalents at beginning of period | 13,073 | 15,580 |
Cash and cash equivalents at end of period | 11,633 | 9,269 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest (net of $43 and $123 capitalized for the three months ended March 31, 2015 and 2014, respectively) | 1,330 | 1,588 |
Cash paid for income taxes | 473 | 223 |
Acquisitions: | ||
Fair value of tangible assets acquired in acquisition, net of cash received | 25,627 | 0 |
Goodwill | 42,702 | 0 |
Intangible assets | 30,219 | 0 |
Liabilities assumed | -21,603 | 0 |
Net cash paid for acquisitions | -76,945 | 0 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Purchase of fixed assets recorded in accounts payable and accrued expenses | $3,607 | $3,067 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Cash Flows [Abstract] | ||
Interest capitalized | $43 | $123 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION |
The condensed consolidated balance sheets and related condensed consolidated statements of comprehensive income and cash flows contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”), which are unaudited, include the accounts of AMN Healthcare Services, Inc. and its wholly-owned subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions 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 results of operations for the interim period are not necessarily indicative of the results to be expected for any other interim period or for the entire fiscal year or for any future period. | |
The unaudited condensed consolidated financial statements do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States. Please refer to the Company’s audited consolidated financial statements and the related notes for the fiscal year ended December 31, 2014, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the Securities and Exchange Commission on February 25, 2015 (“2014 Annual Report”). | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 impairments, accruals for self-insurance, compensation and related benefits, accounts receivable, contingencies and litigation and income taxes. Actual results could differ from those estimates under different assumptions or conditions. | |
Reclassification | |
Certain reclassifications that are not material have been made to the prior year’s consolidated financial statements to conform to the current year presentation. |
Business_Combinations
Business Combinations | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Business Combinations [Abstract] | ||||||||
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS | |||||||
Onward Healthcare Acquisition | ||||||||
On January 7, 2015, the Company completed its acquisition of Onward Healthcare, including its two wholly-owned subsidiaries, Locum Leaders and Medefis (collectively, “OH”), for approximately $76,945 in cash, funded by cash-on-hand and borrowings under the Company’s revolving credit facility. Onward Healthcare is a national nurse and allied healthcare staffing firm, Locum Leaders is a national locum tenens provider, and Medefis is a provider of a software as a service, or “SaaS,” based vendor management system for healthcare facilities. The acquisition helps the Company to expand its service lines and its supply and placement capabilities of healthcare professionals to its clients. | ||||||||
The Company accounted for the acquisition using the acquisition method of accounting and, accordingly, it recorded the tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the date of the acquisition. As of the filing date of this Form 10-Q, the Company is still finalizing the allocation of the purchase price, primarily related to tax matters and valuation of intangibles. | ||||||||
The preliminary allocation of the $76,945 purchase price consisted of $25,627 of fair value of tangible assets acquired (including $20,476 of accounts receivable), $21,603 of liabilities assumed (including $10,478 of accounts payable and accrued expenses), $30,219 of identified intangible assets, and $42,702 of goodwill, none of which is deductible for tax purposes. The intangible assets include the fair value of tradenames and trademarks, customer relationships, staffing database, acquired technologies and non-compete agreements. The weighted average useful life of the acquired intangible assets is approximately 11 years. The following table summarizes the fair value and useful life of each intangible asset acquired: | ||||||||
Fair Value | Useful Life | |||||||
(in years) | ||||||||
Identifiable intangible assets | ||||||||
Tradenames and Trademarks | $ | 8,100 | 15-Mar | |||||
Customer Relationships | 17,600 | 15-Oct | ||||||
Staffing Database | 2,600 | 5 | ||||||
Acquired Technologies | 1,700 | 8 | ||||||
Non-compete agreements | 219 | 2 | ||||||
$ | 30,219 | |||||||
Of the $42,702 allocated to goodwill, $37,233 and $5,469 were allocated to the Company’s nurse and allied healthcare staffing segment and locum tenens staffing segment, respectively. | ||||||||
The results of Onward Healthcare and Medefis are included in the Company’s nurse and allied healthcare staffing segment and the results of Locum Leaders are included in the Company’s locum tenens staffing segment. For the three months ended March 31, 2015, approximately $31,236 of revenue and $2,821 of income before income taxes of the Onward Healthcare entities were included in the unaudited condensed consolidated statement of operations since the date of acquisition. | ||||||||
The following summary presents unaudited pro forma consolidated results of operations of the Company for the three months ended March 31, 2015 and 2014 as if the OH acquisition described above had occurred on January 1, 2014. The following unaudited pro forma financial information gives effect to certain adjustments, including the reduction in compensation expense related to non-recurring executive salary expense, acquisition-related costs and the amortization of acquired intangible assets. The pro forma financial information is not necessarily indicative of the operating results that would have occurred had the acquisition been consummated as of the date indicated, nor are they necessarily indicative of future operating results. | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Revenue | $ | 329,795 | $ | 266,899 | ||||
Net income | $ | 12,883 | $ | 7,660 | ||||
Avantas Acquisition | ||||||||
On December 22, 2014, the Company completed its acquisition of Avantas, a leading provider of clinical labor management services, including workforce consulting, data analytics, predictive modeling and SaaS-based scheduling technology, for $17,520, which the Company funded through cash-on-hand and borrowings under its revolving credit facility. The total purchase price of $17,520 included $14,470 cash consideration paid, $1,650 cash holdback for potential claims, and contingent earn-out with a fair value of $1,400. During the three months ended March 31, 2015, the Company paid an additional $165 to the selling equityholders for a working capital adjustment. The acquisition is intended to help enable the Company to provide a level of workforce predictability to clients that can be integrated with its workforce and staffing solutions. The acquisition is not considered a material business combination and, accordingly, pro forma information is not provided. The Company did not incur any material acquisition-related costs. | ||||||||
The Company accounted for the acquisition using the acquisition method of accounting and, accordingly, it recorded the tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the date of the acquisition. The acquisition agreement provides for a tiered contingent earn-out payment of up to $8,500 to be paid in 2016 based on the operating results of Avantas for the 12 month period ending June 30, 2016. As of the filing date of this Form 10-Q, the Company is still finalizing the allocation of the purchase price, primarily related to tax matters. | ||||||||
The preliminary allocation of the purchase price consisted of $1,631 of fair value of tangible assets acquired, $3,821 of liabilities and deferred revenue assumed, $9,960 of identified intangible assets and $9,916 of goodwill, which goodwill is deductible for tax purposes. The intangible assets include the fair value of tradenames and trademarks, customer relationships and acquired technologies. The weighted average useful life of the acquired intangible assets subject to amortization is approximately 14 years. | ||||||||
The results of operations of Avantas are included in the nurse and allied healthcare staffing segment in the Company’s consolidated financial statements. |
Revenue_Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2015 | |
Revenue Recognition [Abstract] | |
REVENUE RECOGNITION | 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 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. Payables to subcontractors of $41,671 and $33,474, respectively, were included in accounts payable and accrued expenses in the unaudited condensed consolidated balance sheet as of March 31, 2015 and the audited consolidated balance sheet as of December 31, 2014. |
Net_Income_Per_Common_Share
Net Income Per Common Share | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
NET INCOME PER COMMON SHARE | NET INCOME PER COMMON SHARE | |||||||
Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted net income per common share reflects the effects of potentially dilutive share-based equity instruments. | ||||||||
Share-based awards to purchase 33 and 361 shares of common stock were not included in the calculation of diluted net income per common share for the three months ended March 31, 2015 and 2014, respectively, 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 three months ended March 31, 2015 and 2014, respectively: | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Net income | $ | 12,209 | $ | 7,630 | ||||
Net income per common share - basic | $ | 0.26 | $ | 0.16 | ||||
Net income per common share - diluted | $ | 0.25 | $ | 0.16 | ||||
Weighted average common shares outstanding - basic | 47,146 | 46,354 | ||||||
Plus dilutive effect of potential common shares | 1,218 | 1,563 | ||||||
Weighted average common shares outstanding - diluted | 48,364 | 47,917 | ||||||
Segment_Information
Segment Information | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
SEGMENT INFORMATION | SEGMENT INFORMATION | |||||||
The Company has three reportable segments: nurse and allied healthcare staffing, locum tenens staffing and physician permanent placement services. | ||||||||
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 operating income by reportable segment to consolidated results and was derived from each segment’s internal financial information as used for corporate management purposes: | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Revenue | ||||||||
Nurse and allied healthcare staffing | $ | 229,046 | $ | 163,450 | ||||
Locum tenens staffing | 86,692 | 66,871 | ||||||
Physician permanent placement services | 11,772 | 10,560 | ||||||
$ | 327,510 | $ | 240,881 | |||||
Segment Operating Income | ||||||||
Nurse and allied healthcare staffing | $ | 31,901 | $ | 19,972 | ||||
Locum tenens staffing | 9,110 | 6,873 | ||||||
Physician permanent placement services | 3,271 | 2,131 | ||||||
44,282 | 28,976 | |||||||
Unallocated corporate overhead | 12,025 | 7,868 | ||||||
Depreciation and amortization | 5,095 | 3,820 | ||||||
Share-based compensation | 2,377 | 1,819 | ||||||
Interest expense, net, and other | 1,807 | 1,846 | ||||||
Income before income taxes | $ | 22,978 | $ | 13,623 | ||||
Fair_Value_Measurement
Fair Value Measurement | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENTS | |||||||||||||||
The Company’s valuation techniques and inputs used to measure fair value and the definition of the three levels (Level 1, Level 2 and Level 3) of the fair value hierarchy are disclosed in Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 4 - Fair Value Measurement” of the Company’s 2014 Annual Report. The Company has not changed the valuation techniques or inputs it uses to measure fair value during the three months ended March 31, 2015. | ||||||||||||||||
Assets and Liabilities Measured on a Recurring Basis | ||||||||||||||||
The Company’s assets that are measured at fair value on a recurring basis include restricted cash equivalents and investments. | ||||||||||||||||
In addition, with the recent acquisition of Avantas, the Company may have an obligation to pay earn-out consideration of up to $8,500 to the selling equity holders if Avantas meets certain future financial metrics for the 12 month period ending June 30, 2016. The earn-out liability was estimated based on estimated cash flows determined using the probability-weighted average of possible outcomes that would occur should certain financial metrics be reached. As there is no market data available to use in valuing the contingent consideration, the Company developed its own assumptions related to the future financial performance of Avantas to estimate the fair value of this liability. As such, the contingent consideration liability is classified within Level 3. | ||||||||||||||||
In connection with estimating the fair value of the contingent consideration, the Company estimates the weighted probability of Avantas earning each of the five specified tiered earn-out amounts of $0, $1,500, $3,500, $5,500 and $8,500, which are each tied to the financial performance of Avantas for the 12 month period ending June 30, 2016. An increase or decrease in the probability of achievement will result in an increase or decrease to the estimated fair value of the contingent consideration. The Company reassesses the fair value each reporting period and adjusts the liability to its then fair value. There was no change in the fair value of the liability during the three months ended March 31, 2015. | ||||||||||||||||
The following tables present information about these assets and liabilities and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value: | ||||||||||||||||
Fair Value Measurements as of March 31, 2015 | ||||||||||||||||
Total | Quoted Prices in | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
Active Markets | ||||||||||||||||
for Identical | ||||||||||||||||
Assets | ||||||||||||||||
(Level 1) | ||||||||||||||||
U.S. Treasury securities | $ | 5,291 | $ | 5,291 | $ | — | $ | — | ||||||||
Money market funds | 335 | 335 | — | — | ||||||||||||
Acquisition contingent consideration earn-out liability | 1,400 | — | — | 1,400 | ||||||||||||
Total financial assets and liabilities measured at fair value | $ | 7,026 | $ | 5,626 | $ | — | $ | 1,400 | ||||||||
Fair Value Measurements as of December 31, 2014 | ||||||||||||||||
Total | Quoted Prices in | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
Active Markets | ||||||||||||||||
for Identical | ||||||||||||||||
Assets | ||||||||||||||||
(Level 1) | ||||||||||||||||
U.S. Treasury securities | $ | 5,291 | $ | 5,291 | $ | — | $ | — | ||||||||
Money market funds | 335 | 335 | — | — | ||||||||||||
Acquisition contingent consideration earn-out liability | 1,400 | — | — | 1,400 | ||||||||||||
Total financial assets and liabilities measured at fair value | $ | 7,026 | $ | 5,626 | $ | — | $ | 1,400 | ||||||||
The Company’s restricted cash equivalents and investments typically consist of U.S. Treasury securities and money market funds on deposit with financial institutions that serve as collateral for the Company’s outstanding letters of credit. | ||||||||||||||||
Assets Measured on a Non-Recurring Basis | ||||||||||||||||
The Company applies fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to its goodwill, indefinite-lived intangible assets, long-lived assets and equity method investment. | ||||||||||||||||
The Company evaluates goodwill and indefinite-lived intangible assets annually for impairment and whenever circumstances occur indicating that goodwill might be impaired. The Company determines the fair value of its reporting units based on a combination of inputs including the market capitalization of the Company as well as Level 3 inputs such as discounted cash flows, which are not observable from the market, directly or indirectly. The Company determines the fair value of its indefinite-lived intangible assets using the income approach (relief-from-royalty method) based on Level 3 inputs. | ||||||||||||||||
There were no triggering events identified and no indication of impairment of the Company’s goodwill, indefinite-lived intangible assets, long-lived assets or equity method investment during the three months ended March 31, 2015 and 2014. | ||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||
The carrying amount of notes payable and revolving credit facility approximate their fair value as the instruments’ interest rates are variable and comparable to rates currently offered for similar debt instruments of comparable maturity. The fair value of the Company’s long-term self-insurance accruals cannot be estimated as the Company cannot reasonably determine the timing of future payments. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES |
The Company is subject to income taxation in the U.S. and various states and foreign jurisdictions. With few exceptions, as of March 31, 2015, the Company is no longer subject to U.S. federal, state, local or foreign income tax examinations by tax authorities for years before 2005. The Company’s tax years 2007, 2008, 2009 and 2010 have been under audit by the Internal Revenue Service (“IRS”) for several years and in 2014, the IRS issued the Company its Revenue Agent Report (“RAR”) and an Employment Tax Examination Report (“ETER”). The RAR proposed adjustments to the Company’s taxable income for 2007-2010 and net operating loss carryforwards from 2005-2006, resulting from the proposed disallowance of certain per diems paid to the Company’s healthcare professionals, and the ETER proposed assessments for additional payroll tax liabilities and penalties for 2009 and 2010 related to the Company’s treatment of certain non-taxable per diem allowances and travel benefits. The positions in the RAR and ETER are mutually exclusive, and contain multiple tax positions, some of which are contrary to each other. The Company filed a Protest Letter for both the RAR and ETER positions in 2014. The Company anticipates that the final settlement of the audits will occur in the next twelve months and believes its reserves are adequate to cover any final settlement. | |
The IRS has also been conducting a separate audit of the Company’s 2011 and 2012 tax years. The income and employment tax issues addressed in the 2011 and 2012 examination are consistent with the issues raised in the 2007 through 2010 examination. During the quarter ended March 31, 2015, the IRS completed its 2011 and 2012 examination and issued its RAR and ETER to the Company. The proposed adjustments to the Company’s taxable income for 2011 and 2012 and net operating loss carryforwards from 2010, and the ETER proposed assessments for additional payroll tax liabilities and penalties for 2011 and 2012 related to the Company’s treatment of certain non-taxable per diem allowances and travel benefits. The positions in the RAR and ETER for the 2011 and 2012 years are mutually exclusive and contain multiple tax positions, some of which are contrary to each other. The Company has filed a Protest Letter for both the RAR and ETER and intends to defend its position. The Company believes its reserves are adequate with respect to these open years. | |
The Company was notified during the quarter ended March 31, 2015 that the IRS will also audit the Company’s 2013 tax year. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES |
(a) Legal | |
From time to time, the Company is involved in various lawsuits, claims, investigations, and proceedings that arise in the ordinary course of business. Additionally, some of its clients may also become subject to claims, governmental inquiries and investigations and legal actions relating to services provided by the Company’s healthcare professionals. Depending upon the particular facts and circumstances, the Company may also be subject to indemnification obligations under its contracts with such clients relating to these matters. The Company records a liability when management believes an adverse outcome from a loss contingency is both probable and the amount, or a range, can be reasonably estimated. Significant judgment is required to determine both probability of loss and the estimated amount. The Company reviews its loss contingencies at least quarterly and adjusts its accruals and/or disclosures to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, or other new information, as deemed necessary. With regards to outstanding loss contingencies as of March 31, 2015, the Company believes that such matters will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. | |
(b) Leases | |
On January 26, 2015, the Company entered into a 10-year operating lease agreement for office space in Dallas, Texas that will replace its current operating lease agreement for its Irving, Texas offices, which expires in August 2015. Base rent payments under the new lease agreement will begin in September 2015 and the total estimated base rent payments will be approximately $23,956 over the life of the lease, which is ten years. The rent payments have been included in the total minimum lease payment table set forth in Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 12(b) - Commitments and Contingencies - Leases” of the Company’s 2014 Annual Report on Form 10-K. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS |
In April 2015, the Company entered into an interest rate swap agreement to minimize its exposure to interest rate fluctuations on $100,000 of its outstanding variable rate debt under its existing credit facility whereby the Company pays a fixed rate of 0.983% and receives a variable rate equal to floating one-month LIBOR. This agreement expires on March 30, 2018, and no initial investment was made to enter into this agreement. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 impairments, accruals for self-insurance, compensation and related benefits, accounts receivable, contingencies and litigation and income taxes. Actual results could differ from those estimates under different assumptions or conditions. |
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 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. |
Net Income per Common Share | Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted net income per common share reflects the effects of potentially dilutive share-based equity instruments. |
Segment Information | 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. |
Fair Value of Financial Instruments | Assets and Liabilities Measured on a Recurring Basis |
The Company’s assets that are measured at fair value on a recurring basis include restricted cash equivalents and investments. | |
Assets Measured on a Non-Recurring Basis | |
The Company applies fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to its goodwill, indefinite-lived intangible assets, long-lived assets and equity method investment. | |
Fair Value of Financial Instruments | |
The carrying amount of notes payable and revolving credit facility approximate their fair value as the instruments’ interest rates are variable and comparable to rates currently offered for similar debt instruments of comparable maturity. The fair value of the Company’s long-term self-insurance accruals cannot be estimated as the Company cannot reasonably determine the timing of future payments. |
Business_Combinations_Tables
Business Combinations (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Business Combinations [Abstract] | ||||||||
Summary of Fair Value and Useful Life of Each Intangible Asset Acquired | The following table summarizes the fair value and useful life of each intangible asset acquired: | |||||||
Fair Value | Useful Life | |||||||
(in years) | ||||||||
Identifiable intangible assets | ||||||||
Tradenames and Trademarks | $ | 8,100 | 15-Mar | |||||
Customer Relationships | 17,600 | 15-Oct | ||||||
Staffing Database | 2,600 | 5 | ||||||
Acquired Technologies | 1,700 | 8 | ||||||
Non-compete agreements | 219 | 2 | ||||||
$ | 30,219 | |||||||
Business Acquisition, Pro Forma Information | The following summary presents unaudited pro forma consolidated results of operations of the Company for the three months ended March 31, 2015 and 2014 as if the OH acquisition described above had occurred on January 1, 2014. The following unaudited pro forma financial information gives effect to certain adjustments, including the reduction in compensation expense related to non-recurring executive salary expense, acquisition-related costs and the amortization of acquired intangible assets. The pro forma financial information is not necessarily indicative of the operating results that would have occurred had the acquisition been consummated as of the date indicated, nor are they necessarily indicative of future operating results. | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Revenue | $ | 329,795 | $ | 266,899 | ||||
Net income | $ | 12,883 | $ | 7,660 | ||||
Net_Income_Per_Common_Share_Ta
Net Income Per Common Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Computation of basic and diluted net income per common share | The following table sets forth the computation of basic and diluted net income per common share for the three months ended March 31, 2015 and 2014, respectively: | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Net income | $ | 12,209 | $ | 7,630 | ||||
Net income per common share - basic | $ | 0.26 | $ | 0.16 | ||||
Net income per common share - diluted | $ | 0.25 | $ | 0.16 | ||||
Weighted average common shares outstanding - basic | 47,146 | 46,354 | ||||||
Plus dilutive effect of potential common shares | 1,218 | 1,563 | ||||||
Weighted average common shares outstanding - diluted | 48,364 | 47,917 | ||||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results and was derived from each segment’s internal financial information as used for corporate management purposes: | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Revenue | ||||||||
Nurse and allied healthcare staffing | $ | 229,046 | $ | 163,450 | ||||
Locum tenens staffing | 86,692 | 66,871 | ||||||
Physician permanent placement services | 11,772 | 10,560 | ||||||
$ | 327,510 | $ | 240,881 | |||||
Segment Operating Income | ||||||||
Nurse and allied healthcare staffing | $ | 31,901 | $ | 19,972 | ||||
Locum tenens staffing | 9,110 | 6,873 | ||||||
Physician permanent placement services | 3,271 | 2,131 | ||||||
44,282 | 28,976 | |||||||
Unallocated corporate overhead | 12,025 | 7,868 | ||||||
Depreciation and amortization | 5,095 | 3,820 | ||||||
Share-based compensation | 2,377 | 1,819 | ||||||
Interest expense, net, and other | 1,807 | 1,846 | ||||||
Income before income taxes | $ | 22,978 | $ | 13,623 | ||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Schedule of financial assets and liabilities measured at fair value on recurring basis | The following tables present information about these assets and liabilities and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value: | |||||||||||||||
Fair Value Measurements as of March 31, 2015 | ||||||||||||||||
Total | Quoted Prices in | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
Active Markets | ||||||||||||||||
for Identical | ||||||||||||||||
Assets | ||||||||||||||||
(Level 1) | ||||||||||||||||
U.S. Treasury securities | $ | 5,291 | $ | 5,291 | $ | — | $ | — | ||||||||
Money market funds | 335 | 335 | — | — | ||||||||||||
Acquisition contingent consideration earn-out liability | 1,400 | — | — | 1,400 | ||||||||||||
Total financial assets and liabilities measured at fair value | $ | 7,026 | $ | 5,626 | $ | — | $ | 1,400 | ||||||||
Fair Value Measurements as of December 31, 2014 | ||||||||||||||||
Total | Quoted Prices in | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
Active Markets | ||||||||||||||||
for Identical | ||||||||||||||||
Assets | ||||||||||||||||
(Level 1) | ||||||||||||||||
U.S. Treasury securities | $ | 5,291 | $ | 5,291 | $ | — | $ | — | ||||||||
Money market funds | 335 | 335 | — | — | ||||||||||||
Acquisition contingent consideration earn-out liability | 1,400 | — | — | 1,400 | ||||||||||||
Total financial assets and liabilities measured at fair value | $ | 7,026 | $ | 5,626 | $ | — | $ | 1,400 | ||||||||
Business_Combinations_Details
Business Combinations (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 07, 2015 | Dec. 22, 2014 | Dec. 31, 2014 | |
subsidiary | |||||
Business Combination, Description | |||||
Additional cash paid for working capital adjustment settlement | $165,000 | $0 | |||
Allocation of Purchase Price | |||||
Goodwill | 197,254,000 | 154,387,000 | |||
Onward Healthcare Acquisition [Member] | |||||
Business Combination, Description | |||||
Number of subsidiaries acquired with parent | 2 | ||||
Cash consideration | 76,945,000 | ||||
Allocation of Purchase Price | |||||
Fair value of assets acquired | 25,627,000 | ||||
Accounts receivable acquired | 20,476,000 | ||||
Liabilities assumed | 21,603,000 | ||||
Accounts payable assumed | 10,478,000 | ||||
Identified intangible assets | 30,219,000 | ||||
Goodwill | 42,702,000 | ||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Weighted average useful life of intangible assets | 11 years | ||||
Business Acquisition, Pro Forma Information [Abstract] | |||||
Actual acquiree revenue since date of acquisition | 31,236,000 | ||||
Actual acquiree income before income taxes since date of acquisition | 2,821,000 | ||||
Pro forma revenue | 329,795,000 | 266,899,000 | |||
Pro forma net income | 12,883,000 | 7,660,000 | |||
Avantas Acquisition [Member] | |||||
Business Combination, Description | |||||
Cash consideration | 14,470,000 | ||||
Total purchase price of the acquisition | 17,520,000 | ||||
Cash holdback for potential claims | 1,650,000 | ||||
Contingent earn-out | 1,400,000 | ||||
Additional cash paid for working capital adjustment settlement | 165,000 | ||||
Contingent earn-out based on future operating performance | 8,500,000 | ||||
Allocation of Purchase Price | |||||
Fair value of assets acquired | 1,631,000 | ||||
Liabilities assumed | 3,821,000 | ||||
Identified intangible assets | 9,960,000 | ||||
Goodwill | 9,916,000 | ||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Weighted average useful life of intangible assets | 14 years | ||||
Nurse and allied healthcare staffing [Member] | Onward Healthcare Acquisition [Member] | |||||
Allocation of Purchase Price | |||||
Goodwill | 37,233,000 | ||||
Locum tenens staffing [Member] | Onward Healthcare Acquisition [Member] | |||||
Allocation of Purchase Price | |||||
Goodwill | 5,469,000 | ||||
Tradenames and trademarks [Member] | Onward Healthcare Acquisition [Member] | |||||
Allocation of Purchase Price | |||||
Identified intangible assets | 8,100,000 | ||||
Customer relationships [Member] | Onward Healthcare Acquisition [Member] | |||||
Allocation of Purchase Price | |||||
Identified intangible assets | 17,600,000 | ||||
Staffing database [Member] | Onward Healthcare Acquisition [Member] | |||||
Allocation of Purchase Price | |||||
Identified intangible assets | 2,600,000 | ||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Useful life | 5 years | ||||
Technologies [Member] | Onward Healthcare Acquisition [Member] | |||||
Allocation of Purchase Price | |||||
Identified intangible assets | 1,700,000 | ||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Useful life | 8 years | ||||
Noncompete agreements [Member] | Onward Healthcare Acquisition [Member] | |||||
Allocation of Purchase Price | |||||
Identified intangible assets | $219,000 | ||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Useful life | 2 years | ||||
Minimum [Member] | Tradenames and trademarks [Member] | Onward Healthcare Acquisition [Member] | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Useful life | 3 years | ||||
Minimum [Member] | Customer relationships [Member] | Onward Healthcare Acquisition [Member] | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Useful life | 10 years | ||||
Maximum [Member] | Tradenames and trademarks [Member] | Onward Healthcare Acquisition [Member] | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Useful life | 15 years | ||||
Maximum [Member] | Customer relationships [Member] | Onward Healthcare Acquisition [Member] | |||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Useful life | 15 years |
Revenue_Recognition_Details
Revenue Recognition (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Revenue Recognition [Abstract] | ||
Payables to subcontractor | $41,671 | $33,474 |
Net_Income_Per_Common_Share_De
Net Income Per Common Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Common stock excluded from calculation of EPS | 33 | 361 |
Computation of basic and diluted net income per common share | ||
Net income | $12,209 | $7,630 |
Net income per common share - basic (in dollars per share) | $0.26 | $0.16 |
Net income per common share - diluted (in dollars per share) | $0.25 | $0.16 |
Weighted average common shares outstanding - basic | 47,146 | 46,354 |
Plus dilutive effect of potential common shares | 1,218 | 1,563 |
Weighted average common shares outstanding - diluted | 48,364 | 47,917 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
segment | ||
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | ||
Revenue | $327,510 | $240,881 |
Operating Income | 24,785 | 15,469 |
Depreciation and amortization | 5,095 | 3,820 |
Share-based compensation | 2,377 | 1,819 |
Interest expense, net, and other | 1,807 | 1,846 |
Income before income taxes | 22,978 | 13,623 |
Segment Information (Textual) [Abstract] | ||
Reportable business segments | 3 | |
Operating segments [Member] | ||
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | ||
Revenue | 327,510 | 240,881 |
Operating Income | 44,282 | 28,976 |
Operating segments [Member] | Nurse and allied healthcare staffing [Member] | ||
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | ||
Revenue | 229,046 | 163,450 |
Operating Income | 31,901 | 19,972 |
Operating segments [Member] | Locum tenens staffing [Member] | ||
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | ||
Revenue | 86,692 | 66,871 |
Operating Income | 9,110 | 6,873 |
Operating segments [Member] | Physician permanent placement services [Member] | ||
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | ||
Revenue | 11,772 | 10,560 |
Operating Income | 3,271 | 2,131 |
Corporate, non-segment [Member] | ||
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | ||
Unallocated corporate overhead | $12,025 | $7,868 |
Fair_Value_Measurement_Financi
Fair Value Measurement - Financial Assets and Liabilities (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | $7,026 | $7,026 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 5,626 | 5,626 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 1,400 | 1,400 |
Securities (Assets) [Member] | US Treasury securities [Member] | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 5,291 | 5,291 |
Securities (Assets) [Member] | Money Market Funds [Member] | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 335 | 335 |
Securities (Assets) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | US Treasury securities [Member] | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 5,291 | 5,291 |
Securities (Assets) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 335 | 335 |
Securities (Assets) [Member] | Significant Other Observable Inputs (Level 2) [Member] | US Treasury securities [Member] | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 0 | 0 |
Securities (Assets) [Member] | Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds [Member] | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 0 | 0 |
Securities (Assets) [Member] | Significant Unobservable Inputs (Level 3) [Member] | US Treasury securities [Member] | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 0 | 0 |
Securities (Assets) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Money Market Funds [Member] | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 0 | 0 |
Contingent Consideration [Member] | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 1,400 | 1,400 |
Contingent Consideration [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 0 | 0 |
Contingent Consideration [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 0 | 0 |
Contingent Consideration [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | $1,400 | $1,400 |
Fair_Value_Measurement_Textual
Fair Value Measurement - Textual (Details) (Avantas Acquisition [Member], USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 22, 2014 | |
tier | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent earn-out based on future operating performance | $8,500,000 | |
Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of earn-out tiers | 5 | |
Earn-out Tier 1 [Member] | Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent earn-out based on future operating performance | 0 | |
Earn-out Tier 2 [Member] | Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent earn-out based on future operating performance | 1,500,000 | |
Earn-out Tier 3 [Member] | Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent earn-out based on future operating performance | 3,500,000 | |
Earn-out Tier 4 [Member] | Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent earn-out based on future operating performance | 5,500,000 | |
Earn-out Tier 5 [Member] | Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent earn-out based on future operating performance | 8,500,000 |
Commitments_and_Contingencies_
Commitments and Contingencies - Leases (Details) (USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Jan. 26, 2015 | Jan. 26, 2015 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease agreement term | 10 years | |
Total minimum lease payments | $23,956 |
Subsequent_Events_Details
Subsequent Events (Details) (Interest Rate Swap [Member], Subsequent Event [Member], USD $) | Apr. 30, 2015 |
Interest Rate Swap [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Amount subject to interest rate swap agreement | $100,000,000 |
Fixed interest rate on swap agreement | 0.98% |