Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 01, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AMN HEALTHCARE SERVICES INC | |
Entity Central Index Key | 0001142750 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (excluding treasury shares) | 46,619,697 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 19,116 | $ 13,856 |
Accounts receivable, net of allowances of $11,716 and $10,560 at March 31, 2019 and December 31, 2018, respectively | 365,231 | 365,871 |
Accounts receivable, subcontractor | 55,607 | 50,143 |
Prepaid expenses | 17,724 | 12,409 |
Other current assets | 31,209 | 39,887 |
Total current assets | 488,887 | 482,166 |
Restricted cash, cash equivalents and investments | 61,279 | 59,331 |
Fixed assets, net of accumulated depreciation of $119,489 and $114,413 at March 31, 2019 and December 31, 2018, respectively | 93,625 | 90,419 |
Operating lease right-of-use assets | 97,055 | |
Other assets | 105,590 | 96,152 |
Goodwill | 464,923 | 438,506 |
Intangible assets, net of accumulated amortization of $121,575 and $114,924 at March 31, 2019 and December 31, 2018, respectively | 326,466 | 326,147 |
Total assets | 1,637,825 | 1,492,721 |
Current liabilities: | ||
Accounts payable and accrued expenses | 153,566 | 149,603 |
Accrued compensation and benefits | 135,792 | 135,059 |
Current portion of operating lease liabilities | 12,341 | |
Deferred revenue | 11,459 | 12,365 |
Other current liabilities | 20,112 | 10,243 |
Total current liabilities | 333,270 | 307,270 |
Revolving credit facility | 150,000 | 120,000 |
Notes payable, less unamortized fees | 320,798 | 320,607 |
Deferred income taxes, net | 20,079 | 27,326 |
Operating lease liabilities | 99,946 | |
Other long-term liabilities | 63,746 | 78,528 |
Total liabilities | 987,839 | 853,731 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at March 31, 2019 and December 31, 2018 | 0 | 0 |
Common stock, $0.01 par value; 200,000 shares authorized; 49,122 issued and 46,578 outstanding at March 31, 2019 and 48,809 issued and 46,643 outstanding at December 31, 2018 | 491 | 488 |
Additional paid-in capital | 447,632 | 452,730 |
Treasury stock, at cost (2,544 and 2,166 shares at March 31, 2019 and December 31, 2018, respectively) | (118,368) | (100,438) |
Retained earnings | 320,181 | 286,059 |
Accumulated other comprehensive income | 50 | 151 |
Total stockholders’ equity | 649,986 | 638,990 |
Total liabilities and stockholders’ equity | $ 1,637,825 | $ 1,492,721 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 11,716 | $ 10,560 |
Accumulated depreciation - fixed assets | 119,489 | 114,413 |
Accumulated amortization | $ 121,575 | $ 114,924 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 49,122,000 | 48,809,000 |
Common stock, shares outstanding (in shares) | 46,578,000 | 46,643,000 |
Treasury stock (in shares) | 2,544,000 | 2,166,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Revenue | $ 532,441 | $ 522,489 |
Cost of revenue | 355,682 | 354,665 |
Gross profit | 176,759 | 167,824 |
Operating expenses: | ||
Selling, general and administrative | 119,997 | 104,737 |
Depreciation and amortization | 11,710 | 7,886 |
Total operating expenses | 131,707 | 112,623 |
Income from operations | 45,052 | 55,201 |
Interest expense, net, and other | 5,673 | 5,335 |
Income before income taxes | 39,379 | 49,866 |
Income tax expense | 5,257 | 7,185 |
Net income | 34,122 | 42,681 |
Other comprehensive loss: | ||
Foreign currency translation and other | (101) | (19) |
Other comprehensive loss | (101) | (19) |
Comprehensive income | $ 34,021 | $ 42,662 |
Net income per common share: | ||
Basic (in dollars per share) | $ 0.73 | $ 0.89 |
Diluted (in dollars per share) | $ 0.71 | $ 0.87 |
Weighted average common shares outstanding: | ||
Basic (shares) | 46,784 | 47,733 |
Diluted (shares) | 47,772 | 49,116 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2017 | 48,411 | 930 | ||||
Beginning balance at Dec. 31, 2017 | $ 562,527 | $ 484 | $ 453,351 | $ (33,425) | $ 142,229 | $ (112) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Equity awards vested and exercised, net of shares withheld for payroll taxes (in shares) | 349 | |||||
Equity awards vested and exercised, net of shares withheld for payroll taxes | (10,926) | $ 4 | (10,930) | |||
Share-based compensation | 2,864 | 2,864 | ||||
Comprehensive income | 42,662 | 42,681 | (19) | |||
Ending balance (in shares) at Mar. 31, 2018 | 48,760 | 930 | ||||
Ending balance at Mar. 31, 2018 | 599,216 | $ 488 | 445,285 | $ (33,425) | 186,999 | (131) |
Beginning balance (in shares) at Dec. 31, 2018 | 48,809 | 2,166 | ||||
Beginning balance at Dec. 31, 2018 | 638,990 | $ 488 | 452,730 | $ (100,438) | 286,059 | 151 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Repurchase of common stock into treasury (in shares) | (378) | |||||
Repurchase of common stock into treasury | (17,930) | $ (17,930) | ||||
Equity awards vested and exercised, net of shares withheld for payroll taxes (in shares) | 313 | |||||
Equity awards vested and exercised, net of shares withheld for payroll taxes | (10,281) | $ 3 | (10,284) | |||
Share-based compensation | 5,186 | 5,186 | ||||
Comprehensive income | 34,021 | 34,122 | (101) | |||
Ending balance (in shares) at Mar. 31, 2019 | 49,122 | 2,544 | ||||
Ending balance at Mar. 31, 2019 | $ 649,986 | $ 491 | $ 447,632 | $ (118,368) | $ 320,181 | $ 50 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 34,122 | $ 42,681 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 11,710 | 7,886 |
Non-cash interest expense and other | 543 | 600 |
Write-off of fees on the prior credit facilities | 0 | 574 |
Change in fair value of contingent consideration | (700) | 0 |
Increase in allowances for doubtful accounts and sales credits | 2,608 | 2,257 |
Provision for deferred income taxes | (9,036) | (5,113) |
Share-based compensation | 5,186 | 2,864 |
Loss on disposal or sale of fixed assets | 4 | 5 |
Amortization of discount on investments | (120) | (15) |
Non-cash lease expense | (92) | |
Changes in assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | (1,500) | 9,154 |
Accounts receivable, subcontractor | (5,465) | 1,985 |
Income taxes receivable | 799 | 9,881 |
Prepaid expenses | (5,387) | (2,375) |
Other current assets | (1,783) | 2,825 |
Other assets | (6,202) | (89) |
Accounts payable and accrued expenses | 2,949 | (7,816) |
Accrued compensation and benefits | 330 | (4,007) |
Other liabilities | 9,630 | (1,498) |
Deferred revenue | (1,418) | (52) |
Restricted investments balance | 36 | (12) |
Net cash provided by operating activities | 36,214 | 59,735 |
Cash flows from investing activities: | ||
Purchase and development of fixed assets | (7,388) | (5,703) |
Purchase of investments | (7,362) | (2,086) |
Proceeds from maturity of investments | 11,700 | 2,900 |
Payments to fund deferred compensation plan | (3,583) | (4,724) |
Cash paid for acquisitions, net of cash received | (29,525) | 0 |
Cash paid for other intangibles | (90) | 0 |
Net cash used in investing activities | (36,248) | (9,613) |
Cash flows from financing activities: | ||
Proceeds from revolving credit facility | 30,000 | 0 |
Repurchase of common stock | (17,930) | 0 |
Payment of financing costs | 0 | (2,331) |
Earn-out payments for prior acquisitions | 0 | (1,713) |
Cash paid for shares withheld for taxes | (10,280) | (10,926) |
Net cash provided by (used in) financing activities | 1,790 | (14,970) |
Effect of exchange rate changes on cash | (101) | (19) |
Net increase in cash, cash equivalents and restricted cash | 1,655 | 35,133 |
Cash, cash equivalents and restricted cash at the beginning of period | 84,324 | 98,894 |
Cash, cash equivalents and restricted cash at the end of period | 85,979 | 134,027 |
Supplemental disclosures of cash flow information: | ||
Cash paid for amounts included in the measurement of operating lease liabilities | 4,338 | |
Cash paid for interest (net of $102 and $104 capitalized for the three months ended March 31, 2019 and 2018, respectively) | 1,524 | 201 |
Cash paid for income taxes | 4,192 | 2,731 |
Acquisitions: | ||
Fair value of tangible assets acquired in acquisitions, net of cash received | 1,041 | 0 |
Goodwill | 26,494 | 0 |
Intangible assets | 6,880 | 0 |
Liabilities assumed | (3,390) | 0 |
Earn-out liabilities | (1,500) | 0 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Purchase of fixed assets recorded in accounts payable and accrued expenses | $ 2,566 | $ 2,860 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Cash Flows [Abstract] | ||
Interest capitalized | $ 102 | $ 104 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
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 (“U.S. GAAP”). Please refer to the Company’s audited consolidated financial statements and the related notes for the fiscal year ended December 31, 2018 , contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 , filed with the Securities and Exchange Commission on February 21, 2019 (“ 2018 Annual Report”). The preparation of financial statements in conformity with U.S. GAAP 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, earn-out liabilities, and income taxes. Actual results could differ from those estimates under different assumptions or conditions. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-02, “Leases.” This standard requires organizations that lease assets to recognize the assets and liabilities created by those leases. The standard also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. A modified retrospective transition approach is required, applying the standard to all leases existing at the date of initial application. In addition, the FASB has also issued several amendments to the standard, which clarify certain aspects of the guidance, including an optional transition method for adoption of this standard, which allows organizations to initially apply the new requirements at the effective date, recognize a cumulative effect adjustment to the opening balance of retained earnings, and continue to apply the legacy guidance in Accounting Standards Codification (“ASC”) 840, Leases, including its disclosure requirements, in the comparative periods presented. The new standard provides a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permits organizations not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect to use the hindsight practical expedient to determine the lease term or evaluate impairment for existing leases. The Company adopted ASU 2016-02 effective January 1, 2019 , using the optional transition method described above. The Company recognized the cumulative effect of adopting this guidance as an adjustment as of the effective date, primarily related to the recognition of lease liabilities of $114,807 and corresponding right-of-use assets of $99,525 for existing operating leases. The Company also derecognized existing deferred rent liabilities of $15,302 . These adjustments had no effect on opening retained earnings and prior periods were not retrospectively adjusted and continue to be reported in accordance with ASC 840. The new standard also provides practical expedients for an organization’s ongoing accounting. The Company elected the short-term lease recognition exemption and the practical expedient to not separate lease and non-lease components for all leases that qualify. The Company does not expect the adoption of this standard to impact its results of operations. There was no other material impact to the Company’s condensed consolidated financial statements as a result of adopting this updated standard. Cash, cash equivalents and restricted cash 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. Restricted cash and cash equivalents primarily represent cash and money market funds on deposit with financial institutions and investments represents commercial paper that serves as collateral for the Company’s outstanding letters of credit and captive insurance subsidiary claim payments. See Note (6), “New Credit Agreement” and Note (7), “Fair Value Measurement” for additional information. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying condensed consolidated balance sheets and related notes to the amounts presented in the accompanying condensed consolidated statements of cash flows. March 31, 2019 December 31, 2018 Cash and cash equivalents $ 19,116 $ 13,856 Restricted cash and cash equivalents (included in other current assets) 16,522 26,329 Restricted cash, cash equivalents and investments 61,279 59,331 Total cash, cash equivalents and restricted cash and investments 96,917 99,516 Less restricted investments (10,938 ) (15,192 ) Total cash, cash equivalents and restricted cash $ 85,979 $ 84,324 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS As set forth below, the Company completed three acquisitions from January 1, 2018 through March 31, 2019 . The Company accounted for each acquisition using the acquisition method of accounting. Accordingly, it recorded the tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the applicable date of acquisition. Since the applicable date of acquisition, the Company has revised the allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on analysis of information that has been made available through March 31, 2019 . The allocation will continue to be updated through the measurement period, if necessary. For each acquisition, the Company did not incur any material acquisition-related costs. Silversheet Acquisition On January 30, 2019, the Company completed its acquisition of Silversheet, Inc. (“Silversheet”) which provides innovative software and services to reduce the complexities and challenges of the credentialing process for clinicians and healthcare organizations. The initial purchase price of $31,676 included (1) $30,176 cash consideration paid upon acquisition, funded primarily through borrowings under the Company’s $400,000 secured revolving credit facility (the “Senior Credit Facility”), provided for under a credit agreement (the “New Credit Agreement”), dated as of February 9, 2018, by and among the Company and several lenders, and (2) a contingent earn-out payment of up to $25,000 with an estimated fair value of $1,500 as of the acquisition date. The contingent earn-out payment is based on (A) up to $6,000 based on the operating results of Silversheet for the twelve months ending December 31, 2019, and (B) up to $19,000 based on the operating results of Silversheet for the twelve months ending December 31, 2020. The results of Silversheet have been included in the Company’s other workforce solutions segment since the date of acquisition. The New Credit Agreement is more fully described in Note (6), “New Credit Agreement.” The preliminary allocation of the $31,676 purchase price consisted of (1) $1,692 of fair value of tangible assets acquired, which included $651 cash received, (2) $3,390 of liabilities assumed, (3) $6,880 of identified intangible assets, and (4) $26,494 of goodwill, none of which is deductible for tax purposes. The fair value of intangible assets primarily includes $5,300 of developed technology and $1,500 of trademarks with a weighted average useful life of approximately eight years. MedPartners Acquisition On April 9, 2018, the Company completed its acquisition of MedPartners HIM (“MedPartners”), which provides case management, clinical documentation improvement, medical coding and registry services to hospitals and physician medical groups nationwide. The initial purchase price of $200,711 included (1) $196,533 cash consideration paid upon acquisition, funded primarily through borrowings under the Senior Credit Facility, and (2) a contingent earn-out payment of up to $20,000 with an estimated fair value of $4,400 as of the acquisition date. The contingent earn-out payment is based on (A) up to $10,000 based on the operating results of MedPartners for the twelve months ending December 31, 2018, which resulted in no earn-out payment, and (B) up to $10,000 based on the operating results of MedPartners for the six months ending June 30, 2019. The results of MedPartners have been included in the Company’s other workforce solutions segment since the date of acquisition. During the third quarter of 2018, $222 was returned to the Company for the final working capital settlement. The preliminary allocation of the $200,711 purchase price consisted of (1) $28,510 of fair value of tangible assets acquired, which included $8,403 cash received, (2) $11,848 of liabilities assumed, (3) $103,000 of identified intangible assets, and (4) $81,049 of goodwill, all of which is deductible for tax purposes. The intangible assets acquired have a weighted average useful life of approximately sixteen 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 $ 46,000 20 Customer Relationships 57,000 12 $ 103,000 Phillips DiPisa and Leaders For Today Acquisition On April 6, 2018, the Company completed its acquisition of two related entities, Phillips DiPisa and Leaders For Today (“PDA and LFT”), which offer a range of leadership staffing and permanent placement solutions for the healthcare industry. The initial purchase price of $35,503 included (1) $30,268 cash consideration paid upon acquisition, funded through cash on hand, and (2) a contingent earn-out payment of up to $7,000 with an estimated fair value of $5,700 as of the acquisition date. The contingent earn-out payment is based on the operating results of PDA and LFT for the twelve months ending December 31, 2018, which resulted in the full earn-out payment made in April 2019. The results of PDA and LFT have been included in the Company’s other workforce solutions segment since the date of acquisition. During the third quarter of 2018, $465 was returned to the Company for the final working capital settlement. The preliminary allocation of the $35,503 purchase price consisted of (1) $4,373 of fair value of tangible assets acquired, which included $351 cash received, (2) $4,764 of liabilities assumed, (3) $19,110 of identified intangible assets, and (4) $16,784 of goodwill, all of which is deductible for tax purposes. The fair value of intangible assets includes $5,400 of trademarks, $8,000 of customer relationships and $5,710 of staffing databases with a weighted average useful life of approximately twelve years. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue Recognition | REVENUE RECOGNITION Revenue primarily consists of fees earned from the temporary and permanent placement of healthcare professionals and executives as well as from the Company’s SaaS-based technology, including its vendor management systems and its scheduling software. Revenue is recognized when control of these services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenue from temporary staffing services is recognized as the services are rendered by clinical and non-clinical healthcare professionals. Under the Company’s managed services program arrangements, the Company manages all or a part of a customer’s supplemental workforce needs utilizing its own network of healthcare professionals along with those of third-party subcontractors. Revenue and the related direct costs under MSP arrangements are recorded in accordance with the accounting guidance on reporting revenue gross as a principal versus net as an agent. When the Company uses subcontractors and acts as an agent, revenue is recorded net of the related subcontractor’s expense. Revenue from executive search, physician permanent placement, and recruitment process outsourcing services is recognized as the services are rendered. The Company’s SaaS-based revenue is recognized ratably over the applicable arrangement’s service period. The Company’s customers are primarily billed as services are rendered. Any fees billed in advance of being earned are recorded as deferred revenue. During the three months ended March 31, 2019 , the amount recognized as revenue that was previously deferred was not material. The Company has elected to apply the following practical expedients and optional exemptions related to contract costs and revenue recognition: • Recognize incremental costs of obtaining a contract with amortization periods of one year or less as expense when incurred. These costs are recorded within selling, general and administrative expenses. • Recognize revenue in the amount of consideration to which the Company has a right to invoice the customer if that amount corresponds directly with the value to the customer of the Company’s services completed to date. • Exemptions from disclosing the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts for which revenue is recognized in the amount of consideration to which the Company has a right to invoice for services performed and (iii) contracts for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation. See Note (5), “Segment Information” for additional information. |
Net Income Per Common Share
Net Income Per Common Share | 3 Months Ended |
Mar. 31, 2019 | |
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. The following table sets forth the computation of basic and diluted net income per common share for the three and three months ended March 31, 2019 and 2018 , respectively: Three Months Ended March 31, 2019 2018 Net income $ 34,122 $ 42,681 Net income per common share - basic $ 0.73 $ 0.89 Net income per common share - diluted $ 0.71 $ 0.87 Weighted average common shares outstanding - basic 46,784 47,733 Plus dilutive effect of potential common shares 988 1,383 Weighted average common shares outstanding - diluted 47,772 49,116 Share-based awards to purchase 66 and 9 shares of common stock were not included in the above calculation of diluted net income per common share for the three months ended March 31, 2019 and 2018, respectively, because the effect of these instruments was anti-dilutive. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company has three reportable segments: nurse and allied solutions, locum tenens solutions, and other workforce solutions. The Company’s chief operating decision maker 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, 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, 2019 2018 Revenue Nurse and allied solutions $ 337,029 $ 338,179 Locum tenens solutions 80,490 103,117 Other workforce solutions 114,922 81,193 $ 532,441 $ 522,489 Segment operating income Nurse and allied solutions $ 47,922 $ 51,805 Locum tenens solutions 5,701 9,958 Other workforce solutions 26,188 19,851 79,811 81,614 Unallocated corporate overhead 17,863 15,663 Depreciation and amortization 11,710 7,886 Share-based compensation 5,186 2,864 Interest expense, net, and other 5,673 5,335 Income before income taxes $ 39,379 $ 49,866 The Company offers a comprehensive managed services program, in which the Company manages all or a portion of a client’s contingent staffing needs. This service includes both the placement of the Company’s own healthcare professionals and the utilization of other staffing agencies to fulfill the client’s staffing needs. See additional information in Note (3), “Revenue Recognition.” For the three months ended March 31, 2019 and 2018 , revenue under the Company’s managed services program arrangements comprised approximately 67% and 63% for nurse and allied solutions revenue, 24% and 14% for locum tenens solutions revenue and 7% and 9% for other workforce solutions revenue, respectively. The following table summarizes the activity related to the carrying value of goodwill by reportable segment: Nurse and Allied Solutions Locum Tenens Solutions Other Workforce Solutions Total Balance, January 1, 2019 $ 103,107 $ 19,743 $ 315,656 $ 438,506 Goodwill adjustment for MedPartners acquisition — — (64 ) (64 ) Goodwill adjustment for PDA and LFT acquisition — — (13 ) (13 ) Goodwill from Silversheet acquisition — — 26,494 26,494 Balance, March 31, 2019 $ 103,107 $ 19,743 $ 342,073 $ 464,923 Accumulated impairment loss as of December 31, 2018 and March 31, 2019 $ 154,444 $ 53,940 $ 6,555 $ 214,939 |
New Credit Agreement
New Credit Agreement | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
New Credit Agreement | NEW CREDIT AGREEMENT On February 9, 2018, the Company entered into the New Credit Agreement with several lenders to provide for the $400,000 Senior Credit Facility to replace its then-existing credit facilities. The Senior Credit Facility includes a $50,000 sublimit for the issuance of letters of credit and a $50,000 sublimit for swingline loans. The obligations of the Company under the New Credit Agreement and the Senior Credit Facility are secured by substantially all of the assets of the Company. Borrowings under the Senior Credit Facility bear interest at floating rates, at the Company’s option, based upon either LIBOR plus a spread of 1.00% to 2.00% or a base rate plus a spread of 0.00% to 1.00% . The applicable spread is determined quarterly based upon the Company’s consolidated net leverage ratio. The Senior Credit Facility is available for working capital, capital expenditures, permitted acquisitions and general corporate purposes. The maturity date of the Senior Credit Facility is February 9, 2023. In connection with obtaining the New Credit Agreement, the Company incurred $2,331 in fees paid to lenders and other third parties, which were capitalized and are amortized to interest expense over the term of the New Credit Facility. In addition, the Company wrote off $574 of unamortized financing fees during 2018 relating to the prior credit facilities. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT 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 3—Fair Value Measurement” of the 2018 Annual Report. The Company has not changed the valuation techniques or inputs it uses for its fair value measurement during the three months ended March 31, 2019 . Assets and Liabilities Measured on a Recurring Basis The Company’s restricted cash equivalents that serve as collateral for the Company’s outstanding letters of credit typically consist of money market funds that are measured at fair value based on quoted prices, which are Level 1 inputs. The Company’s restricted cash equivalents and investments that serve as collateral for the Company’s captive insurance company primarily consist of commercial paper that is measured at observable market prices for identical securities that are traded in less active markets, which are Level 2 inputs. Of the $61,786 commercial paper issued and outstanding as of March 31, 2019 , $10,938 had original maturities greater than three months, which were considered available-for-sale securities. As of December 31, 2018 , the Company had $63,243 commercial paper issued and outstanding, of which $15,192 had original maturities greater than three months and were considered available-for-sale securities. The Company’s contingent consideration liabilities are measured at fair value using a probability-weighted discounted cash flow analysis or a simulation-based methodology for the acquired companies, which are Level 3 inputs. The Company recognizes changes to the fair value of its contingent consideration liabilities in selling, general and administrative expenses in the condensed consolidated statements of comprehensive income. The following tables present information about the above-referenced 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, 2019 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds $ 2,473 $ 2,473 $ — $ — Commercial paper 61,786 — 61,786 — Acquisition contingent consideration liabilities (8,500 ) — — (8,500 ) Fair Value Measurements as of December 31, 2018 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds $ 2,461 $ 2,461 $ — $ — Commercial paper 63,243 — 63,243 — Acquisition contingent consideration liabilities (7,700 ) — — (7,700 ) Level 3 Information The following tables set forth a reconciliation of changes in the fair value of contingent consideration liabilities classified as Level 3 in the fair value hierarchy: Three Months Ended March 31, 2019 2018 Balance as of January 1, $ (7,700 ) $ (2,070 ) Settlement of HSG contingent consideration liability for year ended December 31, 2016 — 70 Settlement of HSG contingent consideration liability for year ended December 31, 2017 — 2,000 Change in fair value of contingent consideration liability from Medpartners acquisition 700 — Contingent consideration liability from Silversheet acquisition on January 30, 2019 (1,500 ) — Balance as of March 31, $ (8,500 ) $ — 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 investments. 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. The Company’s equity investment represents an investment in a non-controlled corporation without a readily determinable market value. The Company has elected to measure the investment at cost minus impairment, if any, plus or minus changes resulting from observable price changes. The fair value is determined by using quoted prices for identical or similar investments of the same issuer, which are Level 2 inputs. The Company recognizes changes to the fair value of its equity investment in interest expense, net, and other in the condensed consolidated statements of comprehensive income. The balance of the equity investment classified as Level 2 in the fair value hierarchy was $15,449 as of both March 31, 2019 and December 31, 2018 . There were no changes to the fair value of the equity investment recognized during the three months ended March 31, 2019 . There were no triggering events identified, no indication of impairment of the Company’s goodwill, indefinite-lived intangible assets, long-lived assets, or equity investments, and no impairment charges recorded during the three months ended March 31, 2019 and 2018 . Fair Value of Financial Instruments The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate the value, even though these instruments are not recognized at fair value in the consolidated balance sheets. As of March 31, 2019 , the Company’s senior notes have a carrying amount of $325,000 and an estimated fair value of $320,531 . As of December 31, 2018 , the senior notes had a carrying amount of $325,000 and an estimated fair value of $310,375 . Quoted market prices in active markets for identical liabilities based inputs (Level 1) were used to estimate fair value. The senior notes were issued in October 2016 and have a fixed rate of 5.125% . See additional information in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (7), Notes Payable and Credit Agreement” of our 2018 Annual Report. 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases certain office facilities, data centers, and equipment under various operating leases. Leases with an initial term of 12 months or less (primarily related to housing arrangements for healthcare professionals on assignment) are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term up to 10 years. Certain leases also include options to terminate the leases within 3 years. The components of lease expense were as follows: Three Months Ended March 31, 2019 Lease Cost Operating lease cost $ 4,536 Short-term lease cost 5,922 Variable and other lease cost 717 Net lease cost $ 11,175 The maturity of lease liabilities as of March 31, 2019 were as follows: Operating Leases Years ending December 31, 2019 (excluding the three months ended March 31, 2019) $ 13,091 2020 17,698 2021 18,183 2022 18,057 2023 17,795 Thereafter 50,318 Total lease payments $ 135,142 Less imputed interest (22,855 ) Present value of lease liabilities $ 112,287 Supplemental cash flow information related to leases was as follows: Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) $ 4,338 Operating lease right-of-use assets obtained in exchange for lease obligations $ — Weighted average remaining lease term 7 years Weighted average discount rate 4.8 % Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2018 were as follows: Operating Leases Years ending December 31, 2019 $ 18,218 2020 18,149 2021 18,349 2022 18,144 2023 17,990 Thereafter 50,436 Total minimum lease payments $ 141,286 Rent expense under operating leases (with initial lease terms in excess of one year ) was $21,402 for the year ended December 31, 2018 . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. With few exceptions, as of March 31, 2019 , the Company is no longer subject to state, local or foreign examinations by tax authorities for tax years before 2009 and the Company is no longer subject to U.S. federal income or payroll tax examinations for tax years before 2015. The IRS conducted, completed, and settled audits of the Company’s 2011-2012 and 2013 tax years related to income and employment tax issues for the Company’s treatment of certain non-taxable per diem allowances and travel benefits in November 2017 and May 2018, respectively. The Company believes its reserve for unrecognized tax benefits and contingent tax issues is adequate with respect to all open years. Notwithstanding the foregoing, the Company could adjust its provision for income taxes and contingent tax liability based on future developments. |
Commitments and Contingencies_
Commitments and Contingencies: Legal Proceedings | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES: LEGAL PROCEEDINGS | COMMITMENTS AND CONTINGENCIES: LEGAL PROCEEDINGS From time to time, the Company is involved in various lawsuits, claims, investigations, and proceedings that arise in the ordinary course of business. These matters typically relate to professional liability, tax, compensation, contract, competitor disputes and employee-related matters and include individual and class action lawsuits, as well as inquiries and investigations by governmental agencies regarding the Company’s employment and compensation practices. Additionally, some of the Company’s 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. The most significant matters for which the Company has established loss contingencies are class actions related to wage and hour claims under California and Federal law. Specifically, among other claims in these lawsuits, it is alleged that employees were not afforded required breaks or compensated for all time worked, employees’ wage statements are not sufficiently clear, and certain expense reimbursements should be included in the regular rate of pay for purposes of calculating overtime rates. The Company believes that its wage and hour practices conform with law in all material respects, but litigation is always subject to inherent uncertainty. As a result, the Company entered into settlement agreements relating to claims in two wage and hour class actions during September and October 2018. The settlement agreements are subject to court approval, which is considered probable. The Company recorded increases to its accruals established in connection with these matters amounting to $12,140 during the third quarter of 2018. With regard to outstanding loss contingencies as of March 31, 2019 , which are included in accounts payable and accrued expenses in the condensed consolidated balance sheet, 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. |
Balance Sheet Details
Balance Sheet Details | 3 Months Ended |
Mar. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
BALANCE SHEET DETAILS | BALANCE SHEET DETAILS The consolidated balance sheets detail is as follows as of March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Other current assets: Restricted cash and cash equivalents $ 16,522 $ 26,329 Income tax receivable — 799 Other 14,687 12,759 Other current assets $ 31,209 $ 39,887 Fixed assets: Furniture and equipment $ 36,313 $ 34,211 Software 168,030 162,006 Leasehold improvements 8,771 8,615 213,114 204,832 Accumulated depreciation (119,489 ) (114,413 ) Fixed assets, net $ 93,625 $ 90,419 Other assets: Life insurance cash surrender value $ 64,500 $ 55,028 Other 41,090 41,124 Other assets $ 105,590 $ 96,152 Accounts payable and accrued expenses: Trade accounts payable $ 23,203 $ 31,537 Subcontractor payable 55,575 50,892 Accrued expenses 37,831 30,236 Loss contingencies 24,578 24,549 Professional liability reserve 7,961 8,633 Other 4,418 3,756 Accounts payable and accrued expenses $ 153,566 $ 149,603 Accrued compensation and benefits: Accrued payroll $ 39,933 $ 42,571 Accrued bonuses 13,546 18,021 Accrued travel expense 2,684 3,417 Health insurance reserve 3,582 3,559 Workers compensation reserve 8,378 7,817 Deferred compensation 65,820 55,720 Other 1,849 3,954 Accrued compensation and benefits $ 135,792 $ 135,059 Other current liabilities: Acquisition related liabilities $ 7,668 $ 7,918 Other 12,444 2,325 Other current liabilities $ 20,112 $ 10,243 Other long-term liabilities: Workers compensation reserve $ 18,953 $ 19,454 Professional liability reserve 38,058 38,324 Deferred rent — 15,012 Unrecognized tax benefits 4,916 4,862 Deferred revenue 769 865 Other 1,050 11 Other long-term liabilities $ 63,746 $ 78,528 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On April 29, 2019, the Company entered into an agreement to acquire Advanced Medical Personnel Services, Inc. (“Advanced”) for $200,000 in cash and tiered contingent consideration of up to $20,000 . Advanced is a national healthcare staffing company that specializes in placing therapists and nurses across multiple settings, including hospitals, schools, clinics, skilled nursing facilities, and home health. The closing of the acquisition is contingent upon satisfaction of certain conditions and, upon consummation, Advanced will become a wholly owned subsidiary of the Company. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP 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, earn-out liabilities, and income taxes. Actual results could differ from those estimates under different assumptions or conditions. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-02, “Leases.” This standard requires organizations that lease assets to recognize the assets and liabilities created by those leases. The standard also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. A modified retrospective transition approach is required, applying the standard to all leases existing at the date of initial application. In addition, the FASB has also issued several amendments to the standard, which clarify certain aspects of the guidance, including an optional transition method for adoption of this standard, which allows organizations to initially apply the new requirements at the effective date, recognize a cumulative effect adjustment to the opening balance of retained earnings, and continue to apply the legacy guidance in Accounting Standards Codification (“ASC”) 840, Leases, including its disclosure requirements, in the comparative periods presented. The new standard provides a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permits organizations not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect to use the hindsight practical expedient to determine the lease term or evaluate impairment for existing leases. The Company adopted ASU 2016-02 effective January 1, 2019 , using the optional transition method described above. The Company recognized the cumulative effect of adopting this guidance as an adjustment as of the effective date, primarily related to the recognition of lease liabilities of $114,807 and corresponding right-of-use assets of $99,525 for existing operating leases. The Company also derecognized existing deferred rent liabilities of $15,302 . These adjustments had no effect on opening retained earnings and prior periods were not retrospectively adjusted and continue to be reported in accordance with ASC 840. The new standard also provides practical expedients for an organization’s ongoing accounting. The Company elected the short-term lease recognition exemption and the practical expedient to not separate lease and non-lease components for all leases that qualify. The Company does not expect the adoption of this standard to impact its results of operations. There was no other material impact to the Company’s condensed consolidated financial statements as a result of adopting this updated standard. Cash, cash equivalents and restricted cash 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. Restricted cash and cash equivalents primarily represent cash and money market funds on deposit with financial institutions and investments represents commercial paper that serves as collateral for the Company’s outstanding letters of credit and captive insurance subsidiary claim payments. See Note (6), “New Credit Agreement” and Note (7), “Fair Value Measurement” for additional information. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying condensed consolidated balance sheets and related notes to the amounts presented in the accompanying condensed consolidated statements of cash flows. March 31, 2019 December 31, 2018 Cash and cash equivalents $ 19,116 $ 13,856 Restricted cash and cash equivalents (included in other current assets) 16,522 26,329 Restricted cash, cash equivalents and investments 61,279 59,331 Total cash, cash equivalents and restricted cash and investments 96,917 99,516 Less restricted investments (10,938 ) (15,192 ) Total cash, cash equivalents and restricted cash $ 85,979 $ 84,324 |
Revenue Recognition | Revenue primarily consists of fees earned from the temporary and permanent placement of healthcare professionals and executives as well as from the Company’s SaaS-based technology, including its vendor management systems and its scheduling software. Revenue is recognized when control of these services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenue from temporary staffing services is recognized as the services are rendered by clinical and non-clinical healthcare professionals. Under the Company’s managed services program arrangements, the Company manages all or a part of a customer’s supplemental workforce needs utilizing its own network of healthcare professionals along with those of third-party subcontractors. Revenue and the related direct costs under MSP arrangements are recorded in accordance with the accounting guidance on reporting revenue gross as a principal versus net as an agent. When the Company uses subcontractors and acts as an agent, revenue is recorded net of the related subcontractor’s expense. Revenue from executive search, physician permanent placement, and recruitment process outsourcing services is recognized as the services are rendered. The Company’s SaaS-based revenue is recognized ratably over the applicable arrangement’s service period. The Company’s customers are primarily billed as services are rendered. Any fees billed in advance of being earned are recorded as deferred revenue. During the three months ended March 31, 2019 , the amount recognized as revenue that was previously deferred was not material. The Company has elected to apply the following practical expedients and optional exemptions related to contract costs and revenue recognition: • Recognize incremental costs of obtaining a contract with amortization periods of one year or less as expense when incurred. These costs are recorded within selling, general and administrative expenses. • Recognize revenue in the amount of consideration to which the Company has a right to invoice the customer if that amount corresponds directly with the value to the customer of the Company’s services completed to date. • Exemptions from disclosing the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts for which revenue is recognized in the amount of consideration to which the Company has a right to invoice for services performed and (iii) contracts for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation. |
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. |
Segment Information | The Company’s chief operating decision maker 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, 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 | Fair Value of Financial Instruments The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate the value, even though these instruments are not recognized at fair value in the consolidated balance sheets. As of March 31, 2019 , the Company’s senior notes have a carrying amount of $325,000 and an estimated fair value of $320,531 . As of December 31, 2018 , the senior notes had a carrying amount of $325,000 and an estimated fair value of $310,375 . Quoted market prices in active markets for identical liabilities based inputs (Level 1) were used to estimate fair value. The senior notes were issued in October 2016 and have a fixed rate of 5.125% . See additional information in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (7), Notes Payable and Credit Agreement” of our 2018 Annual Report. 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. 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 investments. 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. Assets and Liabilities Measured on a Recurring Basis The Company’s restricted cash equivalents that serve as collateral for the Company’s outstanding letters of credit typically consist of money market funds that are measured at fair value based on quoted prices, which are Level 1 inputs. The Company’s restricted cash equivalents and investments that serve as collateral for the Company’s captive insurance company primarily consist of commercial paper that is measured at observable market prices for identical securities that are traded in less active markets, which are Level 2 inputs. Of the $61,786 commercial paper issued and outstanding as of March 31, 2019 , $10,938 had original maturities greater than three months, which were considered available-for-sale securities. As of December 31, 2018 , the Company had $63,243 commercial paper issued and outstanding, of which $15,192 had original maturities greater than three months and were considered available-for-sale securities. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying condensed consolidated balance sheets and related notes to the amounts presented in the accompanying condensed consolidated statements of cash flows. March 31, 2019 December 31, 2018 Cash and cash equivalents $ 19,116 $ 13,856 Restricted cash and cash equivalents (included in other current assets) 16,522 26,329 Restricted cash, cash equivalents and investments 61,279 59,331 Total cash, cash equivalents and restricted cash and investments 96,917 99,516 Less restricted investments (10,938 ) (15,192 ) Total cash, cash equivalents and restricted cash $ 85,979 $ 84,324 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying condensed consolidated balance sheets and related notes to the amounts presented in the accompanying condensed consolidated statements of cash flows. March 31, 2019 December 31, 2018 Cash and cash equivalents $ 19,116 $ 13,856 Restricted cash and cash equivalents (included in other current assets) 16,522 26,329 Restricted cash, cash equivalents and investments 61,279 59,331 Total cash, cash equivalents and restricted cash and investments 96,917 99,516 Less restricted investments (10,938 ) (15,192 ) Total cash, cash equivalents and restricted cash $ 85,979 $ 84,324 |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Intangible Assets 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 $ 46,000 20 Customer Relationships 57,000 12 $ 103,000 |
Net Income Per Common Share (Ta
Net Income Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 and three months ended March 31, 2019 and 2018 , respectively: Three Months Ended March 31, 2019 2018 Net income $ 34,122 $ 42,681 Net income per common share - basic $ 0.73 $ 0.89 Net income per common share - diluted $ 0.71 $ 0.87 Weighted average common shares outstanding - basic 46,784 47,733 Plus dilutive effect of potential common shares 988 1,383 Weighted average common shares outstanding - diluted 47,772 49,116 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 2018 Revenue Nurse and allied solutions $ 337,029 $ 338,179 Locum tenens solutions 80,490 103,117 Other workforce solutions 114,922 81,193 $ 532,441 $ 522,489 Segment operating income Nurse and allied solutions $ 47,922 $ 51,805 Locum tenens solutions 5,701 9,958 Other workforce solutions 26,188 19,851 79,811 81,614 Unallocated corporate overhead 17,863 15,663 Depreciation and amortization 11,710 7,886 Share-based compensation 5,186 2,864 Interest expense, net, and other 5,673 5,335 Income before income taxes $ 39,379 $ 49,866 |
Summary of goodwill by reportable segment | The following table summarizes the activity related to the carrying value of goodwill by reportable segment: Nurse and Allied Solutions Locum Tenens Solutions Other Workforce Solutions Total Balance, January 1, 2019 $ 103,107 $ 19,743 $ 315,656 $ 438,506 Goodwill adjustment for MedPartners acquisition — — (64 ) (64 ) Goodwill adjustment for PDA and LFT acquisition — — (13 ) (13 ) Goodwill from Silversheet acquisition — — 26,494 26,494 Balance, March 31, 2019 $ 103,107 $ 19,743 $ 342,073 $ 464,923 Accumulated impairment loss as of December 31, 2018 and March 31, 2019 $ 154,444 $ 53,940 $ 6,555 $ 214,939 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on recurring basis | The following tables present information about the above-referenced 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, 2019 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds $ 2,473 $ 2,473 $ — $ — Commercial paper 61,786 — 61,786 — Acquisition contingent consideration liabilities (8,500 ) — — (8,500 ) Fair Value Measurements as of December 31, 2018 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds $ 2,461 $ 2,461 $ — $ — Commercial paper 63,243 — 63,243 — Acquisition contingent consideration liabilities (7,700 ) — — (7,700 ) |
Reconciliations of changes in the fair value of contingent consideration liabilities | The following tables set forth a reconciliation of changes in the fair value of contingent consideration liabilities classified as Level 3 in the fair value hierarchy: Three Months Ended March 31, 2019 2018 Balance as of January 1, $ (7,700 ) $ (2,070 ) Settlement of HSG contingent consideration liability for year ended December 31, 2016 — 70 Settlement of HSG contingent consideration liability for year ended December 31, 2017 — 2,000 Change in fair value of contingent consideration liability from Medpartners acquisition 700 — Contingent consideration liability from Silversheet acquisition on January 30, 2019 (1,500 ) — Balance as of March 31, $ (8,500 ) $ — |
Reconciliations of equity investments included in net income | The balance of the equity investment classified as Level 2 in the fair value hierarchy was $15,449 as of both March 31, 2019 and December 31, 2018 . There were no changes to the fair value of the equity investment recognized during the three months ended March 31, 2019 . |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Maturity of Lease Liabilities | The maturity of lease liabilities as of March 31, 2019 were as follows: Operating Leases Years ending December 31, 2019 (excluding the three months ended March 31, 2019) $ 13,091 2020 17,698 2021 18,183 2022 18,057 2023 17,795 Thereafter 50,318 Total lease payments $ 135,142 Less imputed interest (22,855 ) Present value of lease liabilities $ 112,287 |
Supplemental Cash Flow Disclosures Related to Leases | Supplemental cash flow information related to leases was as follows: Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) $ 4,338 Operating lease right-of-use assets obtained in exchange for lease obligations $ — The components of lease expense were as follows: Three Months Ended March 31, 2019 Lease Cost Operating lease cost $ 4,536 Short-term lease cost 5,922 Variable and other lease cost 717 Net lease cost $ 11,175 |
Assumptions Used for Operating Leases | Weighted average remaining lease term 7 years Weighted average discount rate 4.8 % |
Schedule of Future Minimum Payments for Operating Leases Under ASC 840 | Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2018 were as follows: Operating Leases Years ending December 31, 2019 $ 18,218 2020 18,149 2021 18,349 2022 18,144 2023 17,990 Thereafter 50,436 Total minimum lease payments $ 141,286 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Supplemental Balance Sheet Disclosures | The consolidated balance sheets detail is as follows as of March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Other current assets: Restricted cash and cash equivalents $ 16,522 $ 26,329 Income tax receivable — 799 Other 14,687 12,759 Other current assets $ 31,209 $ 39,887 Fixed assets: Furniture and equipment $ 36,313 $ 34,211 Software 168,030 162,006 Leasehold improvements 8,771 8,615 213,114 204,832 Accumulated depreciation (119,489 ) (114,413 ) Fixed assets, net $ 93,625 $ 90,419 Other assets: Life insurance cash surrender value $ 64,500 $ 55,028 Other 41,090 41,124 Other assets $ 105,590 $ 96,152 Accounts payable and accrued expenses: Trade accounts payable $ 23,203 $ 31,537 Subcontractor payable 55,575 50,892 Accrued expenses 37,831 30,236 Loss contingencies 24,578 24,549 Professional liability reserve 7,961 8,633 Other 4,418 3,756 Accounts payable and accrued expenses $ 153,566 $ 149,603 Accrued compensation and benefits: Accrued payroll $ 39,933 $ 42,571 Accrued bonuses 13,546 18,021 Accrued travel expense 2,684 3,417 Health insurance reserve 3,582 3,559 Workers compensation reserve 8,378 7,817 Deferred compensation 65,820 55,720 Other 1,849 3,954 Accrued compensation and benefits $ 135,792 $ 135,059 Other current liabilities: Acquisition related liabilities $ 7,668 $ 7,918 Other 12,444 2,325 Other current liabilities $ 20,112 $ 10,243 Other long-term liabilities: Workers compensation reserve $ 18,953 $ 19,454 Professional liability reserve 38,058 38,324 Deferred rent — 15,012 Unrecognized tax benefits 4,916 4,862 Deferred revenue 769 865 Other 1,050 11 Other long-term liabilities $ 63,746 $ 78,528 |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Operating lease right-of-use assets | $ 97,055 | ||||
Present value of lease liabilities | 112,287 | ||||
Cash and cash equivalents | 19,116 | $ 13,856 | |||
Restricted cash and cash equivalents (included in other current assets) | 16,522 | 26,329 | |||
Restricted cash, cash equivalents and investments | 61,279 | 59,331 | |||
Total cash, cash equivalents and restricted cash and investments | 96,917 | 99,516 | |||
Less restricted investments | (10,938) | (15,192) | |||
Cash, cash equivalents and restricted cash at the end of period | $ 85,979 | $ 84,324 | $ 134,027 | $ 98,894 | |
Accounting Standards Update 2016-02 | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Operating lease right-of-use assets | $ 99,525 | ||||
Present value of lease liabilities | (114,807) | ||||
Derecognition of existing deferred rent liabilities | $ 15,302 |
Acquisitions (Details)
Acquisitions (Details) | Jan. 30, 2019USD ($) | Apr. 09, 2018USD ($) | Apr. 06, 2018USD ($) | Mar. 31, 2019USD ($)aquisition | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Feb. 09, 2018USD ($) |
Business Acquisition [Line Items] | |||||||
Number of acquisitions | aquisition | 3 | ||||||
Goodwill | $ 464,923,000 | $ 438,506,000 | |||||
Silversheet | |||||||
Business Acquisition [Line Items] | |||||||
Initial purchase price | $ 31,676,000 | ||||||
Cash consideration | 30,176,000 | ||||||
Tiered contingent earn-out payment | 25,000,000 | ||||||
Estimated fair value of contingent earn-out payment | 1,500,000 | ||||||
Tangible assets acquired, including cash received | 1,692,000 | ||||||
Cash received | 651,000 | ||||||
Liabilities assumed | 3,390,000 | ||||||
Intangible assets acquired | 6,880,000 | ||||||
Goodwill | $ 26,494,000 | ||||||
Intangible assets, weighted-average useful life (in years) | 8 years | ||||||
Silversheet | Based on operating results for the twelve months ending December 31, 2019 | |||||||
Business Acquisition [Line Items] | |||||||
Tiered contingent earn-out payment | $ 6,000,000 | ||||||
Silversheet | Based on operating results for the twelve months ending December 31, 2020 | |||||||
Business Acquisition [Line Items] | |||||||
Tiered contingent earn-out payment | 19,000,000 | ||||||
Silversheet | Developed Technology | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets acquired | 5,300,000 | ||||||
Silversheet | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets acquired | $ 1,500,000 | ||||||
MedPartners | |||||||
Business Acquisition [Line Items] | |||||||
Initial purchase price | $ 200,711,000 | ||||||
Cash consideration | 196,533,000 | ||||||
Tiered contingent earn-out payment | 20,000,000 | ||||||
Estimated fair value of contingent earn-out payment | 4,400,000 | ||||||
Tangible assets acquired, including cash received | 28,510,000 | ||||||
Cash received | 8,403,000 | ||||||
Liabilities assumed | 11,848,000 | ||||||
Intangible assets acquired | 103,000,000 | ||||||
Goodwill | $ 81,049,000 | ||||||
Intangible assets, weighted-average useful life (in years) | 16 years | ||||||
Working capital settlement received | $ 222,000 | ||||||
MedPartners | Based on operating results for the twelve months ending December 31, 2018 | |||||||
Business Acquisition [Line Items] | |||||||
Tiered contingent earn-out payment | $ 10,000,000 | ||||||
MedPartners | Based on operating results for the six months ended June 30, 2019 | |||||||
Business Acquisition [Line Items] | |||||||
Tiered contingent earn-out payment | 10,000,000 | ||||||
MedPartners | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets acquired | $ 57,000,000 | ||||||
PDA and LFT | |||||||
Business Acquisition [Line Items] | |||||||
Initial purchase price | $ 35,503,000 | ||||||
Cash consideration | 30,268,000 | ||||||
Tiered contingent earn-out payment | 7,000,000 | ||||||
Estimated fair value of contingent earn-out payment | 5,700,000 | ||||||
Tangible assets acquired, including cash received | 4,373,000 | ||||||
Cash received | 351,000 | ||||||
Liabilities assumed | 4,764,000 | ||||||
Intangible assets acquired | 19,110,000 | ||||||
Goodwill | $ 16,784,000 | ||||||
Intangible assets, weighted-average useful life (in years) | 12 years | ||||||
Working capital settlement received | $ 465,000 | ||||||
PDA and LFT | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets acquired | $ 5,400,000 | ||||||
PDA and LFT | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets acquired | 8,000,000 | ||||||
PDA and LFT | Staffing Databases | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets acquired | $ 5,710,000 | ||||||
Revolving Credit Facility | Line of Credit | |||||||
Business Acquisition [Line Items] | |||||||
Maximum borrowing capacity | $ 400,000,000 |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Assets Acquired (Details) - MedPartners $ in Thousands | Apr. 09, 2018USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 103,000 |
Tradenames and Trademarks | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 46,000 |
Useful Life | 20 years |
Customer Relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 57,000 |
Useful Life | 12 years |
Net Income Per Common Share - N
Net Income Per Common Share - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Computation of basic and diluted net income per common share | ||
Net income | $ 34,122 | $ 42,681 |
Net income per common share - basic (in dollars per share) | $ 0.73 | $ 0.89 |
Net income per common share - diluted (in dollars per share) | $ 0.71 | $ 0.87 |
Weighted average common shares outstanding - basic (in shares) | 46,784 | 47,733 |
Plus dilutive effect of potential common shares (in shares) | 988 | 1,383 |
Weighted average common shares outstanding - diluted (in shares) | 47,772 | 49,116 |
Common stock excluded from calculation of EPS (in shares) | 66 | 9 |
Segment Information - Narrative
Segment Information - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Number of reportable segments | segment | 3 | |
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | ||
Revenue | $ 532,441 | $ 522,489 |
Segment operating income | 45,052 | 55,201 |
Depreciation and amortization | 11,710 | 7,886 |
Share-based compensation | 5,186 | 2,864 |
Interest expense, net, and other | 5,673 | 5,335 |
Income before income taxes | 39,379 | 49,866 |
Operating segments | ||
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | ||
Revenue | 532,441 | 522,489 |
Segment operating income | 79,811 | 81,614 |
Operating segments | Nurse and Allied Solutions | ||
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | ||
Revenue | 337,029 | 338,179 |
Segment operating income | 47,922 | 51,805 |
Operating segments | Locum Tenens Solutions | ||
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | ||
Revenue | 80,490 | 103,117 |
Segment operating income | 5,701 | 9,958 |
Operating segments | Other Workforce Solutions | ||
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | ||
Revenue | 114,922 | 81,193 |
Segment operating income | 26,188 | 19,851 |
Unallocated corporate overhead | ||
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | ||
Unallocated corporate overhead | $ 17,863 | $ 15,663 |
Product concentration risk | Sales revenue, net | Managed Services Program Arrangements | Nurse and Allied Solutions | ||
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | ||
Revenue from contract with customer, percent | 67.00% | 63.00% |
Product concentration risk | Sales revenue, net | Managed Services Program Arrangements | Locum Tenens Solutions | ||
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | ||
Revenue from contract with customer, percent | 24.00% | 14.00% |
Product concentration risk | Sales revenue, net | Managed Services Program Arrangements | Other Workforce Solutions | ||
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | ||
Revenue from contract with customer, percent | 7.00% | 9.00% |
Segment Information - Goodwill
Segment Information - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 438,506 | |
Goodwill, ending balance | 464,923 | |
Accumulated impairment loss | 214,939 | $ 214,939 |
Nurse and Allied Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 103,107 | |
Goodwill, ending balance | 103,107 | |
Accumulated impairment loss | 154,444 | 154,444 |
Locum Tenens Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 19,743 | |
Goodwill, ending balance | 19,743 | |
Accumulated impairment loss | 53,940 | 53,940 |
Other Workforce Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 315,656 | |
Goodwill, ending balance | 342,073 | |
Accumulated impairment loss | 6,555 | $ 6,555 |
MedPartners | ||
Goodwill [Roll Forward] | ||
Goodwill, adjustments | (64) | |
MedPartners | Other Workforce Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill, adjustments | (64) | |
PDA and LFT | ||
Goodwill [Roll Forward] | ||
Goodwill, adjustments | (13) | |
PDA and LFT | Other Workforce Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill, adjustments | (13) | |
Silversheet | ||
Goodwill [Roll Forward] | ||
Goodwill acquired | 26,494 | |
Silversheet | Nurse and Allied Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill acquired | 0 | |
Silversheet | Locum Tenens Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill acquired | 0 | |
Silversheet | Other Workforce Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill acquired | $ 26,494 |
New Credit Agreement - Narrativ
New Credit Agreement - Narrative (Details) - Line of Credit - USD ($) | Feb. 09, 2018 | Mar. 31, 2019 |
Debt Instrument [Line Items] | ||
Fees paid to lenders and other third parties | $ 2,331,000 | |
Unamortized financing fees written off | $ 574,000 | |
Letter of Credit | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 50,000,000 | |
Revolving Credit Facility, Swing Line Loan | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 50,000,000 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 400,000,000 | |
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.00% | |
Revolving Credit Facility | Base Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.00% | |
Revolving Credit Facility | Base Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.00% |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Oct. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment charges | $ 0 | $ 0 | ||
Fair Value, Measurements, Nonrecurring | Significant Other Observable Inputs (Level 2) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Equity investment balance | 15,449,000 | $ 15,449,000 | ||
Commercial paper | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Commercial paper | 61,786,000 | 63,243,000 | ||
Commercial paper | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Commercial paper | 61,786,000 | 63,243,000 | ||
Available-for-sale securities | 10,938,000 | 15,192,000 | ||
5.125% Senior Notes due 2024 [Member] | Senior Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying amount of senior notes | 325,000,000 | 325,000,000 | ||
Estimated fair value of senior notes | $ 320,531,000 | $ 310,375,000 | ||
5.125% Senior Notes Due 2024 | Senior Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate | 5.125% |
Fair Value Measurement - Financ
Fair Value Measurement - Financial Assets and Liabilities (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Money market funds | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | $ 2,473 | $ 2,461 |
Money market funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 2,473 | 2,461 |
Money market funds | Significant Other Observable Inputs (Level 2) | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 0 | 0 |
Money market funds | Significant Unobservable Inputs (Level 3) | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 0 | 0 |
Commercial paper | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 61,786 | 63,243 |
Commercial paper | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 0 | 0 |
Commercial paper | Significant Other Observable Inputs (Level 2) | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 61,786 | 63,243 |
Commercial paper | Significant Unobservable Inputs (Level 3) | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 0 | 0 |
Acquisition contingent consideration liabilities | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | (8,500) | (7,700) |
Acquisition contingent consideration liabilities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 0 | 0 |
Acquisition contingent consideration liabilities | Significant Other Observable Inputs (Level 2) | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | 0 | 0 |
Acquisition contingent consideration liabilities | Significant Unobservable Inputs (Level 3) | ||
Schedule of financial assets and liabilities measured at fair value on recurring basis | ||
Financial assets and liabilities measured at fair value | $ (8,500) | $ (7,700) |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of Changes in Contingent Consideration Liabilities (Details) - Significant Unobservable Inputs (Level 3) - Acquisition contingent consideration liabilities - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ (7,700) | $ (2,070) |
Ending balance | (8,500) | 0 |
MedPartners | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value of contingent consideration earn-out liability from acquisition | 700 | 0 |
Silversheet | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent consideration earn-out liability | (1,500) | 0 |
Contingent consideration liability for year ended December 31, 2016 | HSG | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Settlement of earn-out | 0 | 70 |
Contingent consideration liability for year ended December 31, 2017 | HSG | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Settlement of earn-out | $ 0 | $ 2,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description [Line Items] | ||
Option to extend, term | 10 years | |
Option to terminate, term | 3 years | |
Rent expense | $ 21,402 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 1 year |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 4,536 |
Short-term lease cost | 5,922 |
Variable and other lease cost | 717 |
Net lease cost | $ 11,175 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 (excluding the three months ended March 31, 2019) | $ 13,091 |
2020 | 17,698 |
2021 | 18,183 |
2022 | 18,057 |
2023 | 17,795 |
Thereafter | 50,318 |
Total lease payments | 135,142 |
Less imputed interest | (22,855) |
Present value of lease liabilities | $ 112,287 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Regarding Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) | $ 4,338 |
Operating lease right-of-use assets obtained in exchange for lease obligations | $ 0 |
Leases - Assumptions Used for O
Leases - Assumptions Used for Operating Leases (Details) | Mar. 31, 2019 |
Leases [Abstract] | |
Weighted average remaining lease term | 7 years |
Weighted average discount rate | 4.80% |
Leases - Minimum Lease Payments
Leases - Minimum Lease Payments Under ASC 840 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 18,218 |
2020 | 18,149 |
2021 | 18,349 |
2022 | 18,144 |
2023 | 17,990 |
Thereafter | 50,436 |
Total minimum lease payments | $ 141,286 |
Commitments and Contingencies_2
Commitments and Contingencies: Legal Proceedings - Narrative (Details) - Wage and Hour claims - Pending Litigation $ in Thousands | 3 Months Ended | |
Sep. 30, 2018USD ($) | Oct. 31, 2018claim | |
Loss Contingencies [Line Items] | ||
Number of class actions related to wage and hour claims | claim | 2 | |
Increase to loss contingency accruals | $ | $ 12,140 |
Balance Sheet Details - Narrati
Balance Sheet Details - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Other current assets: | ||
Restricted cash and cash equivalents | $ 16,522 | $ 26,329 |
Income tax receivable | 0 | 799 |
Other | 14,687 | 12,759 |
Other current assets | 31,209 | 39,887 |
Fixed assets: | ||
Furniture and equipment | 36,313 | 34,211 |
Software | 168,030 | 162,006 |
Leasehold improvements | 8,771 | 8,615 |
Fixed assets, gross | 213,114 | 204,832 |
Accumulated depreciation | (119,489) | (114,413) |
Fixed assets, net | 93,625 | 90,419 |
Other assets: | ||
Life insurance cash surrender value | 64,500 | 55,028 |
Other | 41,090 | 41,124 |
Other assets | 105,590 | 96,152 |
Accounts payable and accrued expenses: | ||
Trade accounts payable | 23,203 | 31,537 |
Subcontractor payable | 55,575 | 50,892 |
Accrued expenses | 37,831 | 30,236 |
Loss contingencies | 24,578 | 24,549 |
Professional liability reserve | 7,961 | 8,633 |
Other | 4,418 | 3,756 |
Accounts payable and accrued expenses | 153,566 | 149,603 |
Accrued compensation and benefits: | ||
Accrued payroll | 39,933 | 42,571 |
Accrued bonuses | 13,546 | 18,021 |
Accrued travel expense | 2,684 | 3,417 |
Health insurance reserve | 3,582 | 3,559 |
Workers compensation reserve | 8,378 | 7,817 |
Deferred compensation | 65,820 | 55,720 |
Other | 1,849 | 3,954 |
Accrued compensation and benefits | 135,792 | 135,059 |
Other current liabilities: | ||
Acquisition related liabilities | 7,668 | 7,918 |
Other | 12,444 | 2,325 |
Other current liabilities | 20,112 | 10,243 |
Other long-term liabilities: | ||
Workers compensation reserve | 18,953 | 19,454 |
Professional liability reserve | 38,058 | 38,324 |
Deferred rent | 0 | 15,012 |
Unrecognized tax benefits | 4,916 | 4,862 |
Deferred revenue | 769 | 865 |
Other | 1,050 | 11 |
Other long-term liabilities | $ 63,746 | $ 78,528 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - Advanced - Subsequent Event | Apr. 29, 2019USD ($) |
Subsequent Event [Line Items] | |
Cash consideration | $ 200,000,000 |
Tiered contingent earn-out payment | $ 20,000,000 |
Uncategorized Items - ahs-20190
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 2,089,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 2,089,000 |