Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 20, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-16753 | ||
Entity Registrant Name | AMN HEALTHCARE SERVICES, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 06-1500476 | ||
Entity Address, Address Line One | 8840 Cypress Waters Boulevard | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Dallas | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75019 | ||
City Area Code | 866 | ||
Local Phone Number | 871-8519 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | AMN | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,500,498,215 | ||
Entity Common Stock, Shares Outstanding | 46,854,215 | ||
Entity Central Index Key | 0001142750 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 82,985 | $ 13,856 |
Accounts receivable, net of allowances of $8,027 and $10,560 at December 31, 2019 and 2018, respectively | 352,685 | 365,871 |
Accounts receivable, subcontractor | 72,714 | 50,143 |
Prepaid expenses | 11,669 | 12,409 |
Other current assets | 40,446 | 39,887 |
Total current assets | 560,499 | 482,166 |
Restricted cash, cash equivalents and investments | 62,170 | 59,331 |
Fixed assets, net of accumulated depreciation of $132,900 and $114,413 at December 31, 2019 and 2018, respectively | 104,832 | 90,419 |
Operating lease right-of-use assets | 89,866 | |
Other assets | 120,254 | 96,152 |
Goodwill | 595,551 | 438,506 |
Intangible assets, net of accumulated amortization of $151,417 and $114,924 at December 31, 2019 and 2018, respectively | 398,474 | 326,147 |
Total assets | 1,931,646 | 1,492,721 |
Current liabilities: | ||
Accounts payable and accrued expenses | 156,140 | 149,603 |
Accrued compensation and benefits | 170,932 | 135,059 |
Current portion of operating lease liabilities | 13,943 | |
Deferred revenue | 11,788 | 12,365 |
Other current liabilities | 25,302 | 10,243 |
Total current liabilities | 378,105 | 307,270 |
Revolving credit facility | 0 | 120,000 |
Notes payable, less unamortized fees | 617,159 | 320,607 |
Deferred income taxes, net | 46,618 | 27,326 |
Operating lease liabilities | 91,209 | |
Other long-term liabilities | 61,813 | 78,528 |
Total liabilities | 1,194,904 | 853,731 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at December 31, 2019 and 2018 | 0 | 0 |
Common stock, $0.01 par value; 200,000 shares authorized; 49,283 issued and 46,722 outstanding at December 31, 2019 and 48,809 issued and 46,643 outstanding at December 31, 2018 | 493 | 488 |
Additional paid-in capital | 455,193 | 452,730 |
Treasury stock, at cost (2,561 and 2,166 shares at December 31, 2019 and 2018, respectively) | (119,143) | (100,438) |
Retained earnings | 400,047 | 286,059 |
Accumulated other comprehensive income | 152 | 151 |
Total stockholders’ equity | 736,742 | 638,990 |
Total liabilities and stockholders’ equity | $ 1,931,646 | $ 1,492,721 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 8,027 | $ 10,560 |
Accumulated depreciation | 132,900 | 114,413 |
Accumulated amortization | $ 151,417 | $ 114,924 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 49,283,000 | 48,809,000 |
Common stock, shares outstanding | 46,722,000 | 46,643,000 |
Treasury Stock, shares | 2,561,000 | 2,166,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Revenue | $ 2,222,107 | $ 2,136,074 | $ 1,988,454 |
Cost of revenue | 1,478,642 | 1,439,691 | 1,344,035 |
Gross profit | 743,465 | 696,383 | 644,419 |
Operating expenses: | |||
Selling, general and administrative | 508,030 | 452,318 | 399,700 |
Depreciation and amortization | 58,520 | 41,237 | 32,279 |
Total operating expenses | 566,550 | 493,555 | 431,979 |
Income from operations | 176,915 | 202,828 | 212,440 |
Interest expense, net, and other | 28,427 | 16,143 | 19,677 |
Income before income taxes | 148,488 | 186,685 | 192,763 |
Income tax expense | 34,500 | 44,944 | 60,205 |
Net income | 113,988 | 141,741 | 132,558 |
Other comprehensive income (loss): | |||
Foreign currency translation and other | 1 | 263 | (98) |
Cash flow hedge, net of income taxes | 0 | 0 | (15) |
Other comprehensive income (loss) | 1 | 263 | (113) |
Comprehensive income | $ 113,989 | $ 142,004 | $ 132,445 |
Net income per common share: | |||
Net income per common share - basic (in dollars per share) | $ 2.44 | $ 2.99 | $ 2.77 |
Net income per common share - diluted (in dollars per share) | $ 2.40 | $ 2.91 | $ 2.68 |
Weighted average common shares outstanding: | |||
Weighted average common shares outstanding - basic (shares) | 46,704 | 47,371 | 47,807 |
Weighted average common shares outstanding - diluted (shares) | 47,593 | 48,668 | 49,430 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning balance, shares at Dec. 31, 2016 | 48,055 | (443) | ||||
Beginning balance at Dec. 31, 2016 | $ 449,383 | $ 481 | $ 452,491 | $ (13,261) | $ 9,671 | $ 1 |
Statement of Stockholders' Equity [Roll Forward] | ||||||
Equity awards vested and exercised, net of shares withheld for payroll taxes, shares | 356 | |||||
Equity awards vested and exercised, net of shares withheld for payroll taxes | (9,374) | $ 3 | (9,377) | |||
Repurchase of common stock into treasury (in shares) | (487) | |||||
Repurchase of common stock into treasury | (20,164) | $ (20,164) | ||||
Share-based compensation | 10,237 | 10,237 | ||||
Comprehensive income (loss) | 132,445 | 132,558 | (113) | |||
Ending balance, shares at Dec. 31, 2017 | 48,411 | (930) | ||||
Ending balance at Dec. 31, 2017 | 562,527 | $ 484 | 453,351 | $ (33,425) | 142,229 | (112) |
Statement of Stockholders' Equity [Roll Forward] | ||||||
Equity awards vested and exercised, net of shares withheld for payroll taxes, shares | 398 | |||||
Equity awards vested and exercised, net of shares withheld for payroll taxes | $ (11,432) | $ 4 | (11,436) | |||
Repurchase of common stock into treasury (in shares) | (1,236) | (1,236) | ||||
Repurchase of common stock into treasury | $ (67,013) | $ (67,013) | ||||
Share-based compensation | 10,815 | 10,815 | ||||
Comprehensive income (loss) | 142,004 | 141,741 | 263 | |||
Ending balance, shares at Dec. 31, 2018 | 48,809 | (2,166) | ||||
Ending balance at Dec. 31, 2018 | 638,990 | $ 488 | 452,730 | $ (100,438) | 286,059 | 151 |
Statement of Stockholders' Equity [Roll Forward] | ||||||
Equity awards vested and exercised, net of shares withheld for payroll taxes, shares | 474 | |||||
Equity awards vested and exercised, net of shares withheld for payroll taxes | $ (13,773) | $ 5 | (13,778) | |||
Repurchase of common stock into treasury (in shares) | (395) | (395) | ||||
Repurchase of common stock into treasury | $ (18,705) | $ (18,705) | ||||
Share-based compensation | 16,241 | 16,241 | ||||
Comprehensive income (loss) | 113,989 | 113,988 | 1 | |||
Ending balance, shares at Dec. 31, 2019 | 49,283 | (2,561) | ||||
Ending balance at Dec. 31, 2019 | $ 736,742 | $ 493 | $ 455,193 | $ (119,143) | $ 400,047 | $ 152 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net income | $ 113,988,000 | $ 141,741,000 | $ 132,558,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 58,520,000 | 41,237,000 | 32,279,000 |
Non-cash interest expense and other | 1,984,000 | (4,841,000) | 2,231,000 |
Change in fair value of contingent consideration | 7,178,000 | (2,400,000) | 184,000 |
Increase in allowances for doubtful accounts and sales credits | 6,275,000 | 9,006,000 | 10,339,000 |
Provision for deferred income taxes | 913,000 | (667,000) | 5,607,000 |
Share-based compensation | 16,241,000 | 10,815,000 | 10,237,000 |
Loss on disposal or sale of fixed assets | 484,000 | 117,000 | 227,000 |
Write-off of fees on credit facilities | 594,000 | 574,000 | 0 |
Amortization of discount on investments | (298,000) | (202,000) | (127,000) |
Non-cash lease expense | 5,000 | ||
Changes in assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable | 28,278,000 | (1,453,000) | (18,858,000) |
Accounts receivable, subcontractor | (22,571,000) | (9,131,000) | 8,221,000 |
Income taxes receivable | (4,464,000) | 15,099,000 | (15,537,000) |
Prepaid expenses | 774,000 | 4,465,000 | (2,316,000) |
Other current assets | 2,847,000 | (1,259,000) | 4,301,000 |
Other assets | (12,751,000) | 5,239,000 | (5,406,000) |
Accounts payable and accrued expenses | 1,925,000 | 17,154,000 | (7,862,000) |
Accrued compensation and benefits | 32,758,000 | 10,252,000 | 13,430,000 |
Other liabilities | (6,090,000) | (8,980,000) | (8,442,000) |
Deferred revenue | (1,806,000) | 319,000 | (548,000) |
Restricted investments balance | 78,000 | (92,000) | 0 |
Net cash provided by operating activities | 224,862,000 | 226,993,000 | 160,518,000 |
Cash flows from investing activities: | |||
Purchase and development of fixed assets | (35,218,000) | (35,206,000) | (26,529,000) |
Purchase of investments | (26,309,000) | (33,824,000) | (15,096,000) |
Proceeds from maturity of investments | 32,135,000 | 25,000,000 | 20,301,000 |
Equity investment | 0 | (6,100,000) | (2,000,000) |
Payments to fund deferred compensation plan | (12,507,000) | (9,917,000) | (10,537,000) |
Purchase of convertible promissory note | (779,000) | (750,000) | 0 |
Cash paid for acquisitions, net of cash received | (247,906,000) | (217,360,000) | 0 |
Cash paid for other intangibles | (1,240,000) | (1,180,000) | 0 |
Cash paid for other liabilities, working capital adjustments and holdback liability for prior year acquisitions | 0 | 0 | (1,500,000) |
Net cash used in investing activities | (291,824,000) | (279,337,000) | (35,361,000) |
Cash flows from financing activities: | |||
Payments on term loans | (150,000,000) | 0 | (44,063,000) |
Proceeds from term loan | 150,000,000 | 0 | 0 |
Payments on revolving credit facility | (221,000,000) | (75,000,000) | 0 |
Proceeds from revolving credit facility | 101,000,000 | 195,000,000 | 0 |
Proceeds from senior notes | 300,000,000 | 0 | 0 |
Repurchase of common stock | (18,705,000) | (67,013,000) | (20,164,000) |
Payment of financing costs | (5,223,000) | (2,331,000) | 0 |
Earn-out payments for prior acquisitions | (5,700,000) | (1,713,000) | (3,677,000) |
Proceeds from termination of derivative contract | 0 | 0 | 85,000 |
Cash paid for shares withheld for taxes | (13,773,000) | (11,432,000) | (9,374,000) |
Net cash provided by (used in) financing activities | 136,599,000 | 37,511,000 | (77,193,000) |
Effect of exchange rate changes on cash | 1,000 | 263,000 | (98,000) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 69,638,000 | (14,570,000) | 47,866,000 |
Cash, cash equivalents and restricted cash at beginning of year | 84,324,000 | 98,894,000 | 51,028,000 |
Cash, cash equivalents and restricted cash at end of year | 153,962,000 | 84,324,000 | 98,894,000 |
Supplemental disclosures of cash flow information: | |||
Cash paid for amounts included in the measurement of operating lease liabilities | 17,817,000 | ||
Cash paid for interest (net of $536, $460 and $188 capitalized in 2019, 2018 and 2017, respectively) | 23,730,000 | 21,283,000 | 17,936,000 |
Cash paid for income taxes | 37,747,000 | 30,593,000 | 73,746,000 |
Acquisitions: | |||
Fair value of tangible assets acquired in acquisitions, net of cash received | 29,660,000 | 24,026,000 | 0 |
Goodwill | 157,036,000 | 97,910,000 | 0 |
Intangible assets | 107,580,000 | 122,110,000 | 0 |
Liabilities assumed | (31,148,000) | (16,586,000) | 0 |
Earn-out liabilities | (15,222,000) | (10,100,000) | 0 |
Net cash paid for acquisitions | 247,906,000 | 217,360,000 | 0 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Purchase of fixed assets recorded in accounts payable and accrued expenses | $ 2,301,000 | $ 1,706,000 | $ 2,962,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Cash Flows [Abstract] | |||
Interest capitalized | $ 536 | $ 460 | $ 188 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (a) General AMN Healthcare Services, Inc. was incorporated in Delaware on November 10, 1997. AMN Healthcare Services, Inc. and its subsidiaries (collectively, the “Company”) provide healthcare workforce solutions and staffing services at acute and sub-acute care hospitals and other healthcare facilities throughout the United States. (b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of AMN Healthcare Services, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. (c) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to goodwill and indefinite-lived intangible assets, professional liability reserve, contingent liabilities, and income taxes. The Company bases these estimates on the information that is currently available and on various other assumptions that it believes are reasonable under the circumstances. Actual results could differ from those estimates under different assumptions or conditions. (d) Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include currency on hand, deposits with financial institutions and highly liquid investments. (e) Restricted Cash, Cash Equivalents and Investments Restricted cash 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 (3), “Fair Value Measurement” and Note (8), “Notes Payable and Credit Agreement” for additional information. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets and related notes to the amounts presented in the accompanying consolidated statements of cash flows. December 31, 2019 December 31, 2018 Cash and cash equivalents $ 82,985 $ 13,856 Restricted cash and cash equivalents (included in other current assets) 18,393 26,329 Restricted cash, cash equivalents and investments 62,170 59,331 Total cash, cash equivalents and restricted cash and investments 163,548 99,516 Less restricted investments (9,586 ) (15,192 ) Total cash, cash equivalents and restricted cash $ 153,962 $ 84,324 (f) Fixed Assets The Company records furniture, equipment, leasehold improvements and capitalized software at cost less accumulated amortization and depreciation. The Company records equipment acquired under finance leases at the present value of the future minimum lease payments. The Company capitalizes major additions and improvements, and it expenses maintenance and repairs when incurred. The Company calculates depreciation on furniture, equipment and technology and software using the straight-line method based on the estimated useful lives of the related assets ( three to ten years ). The Company depreciates leasehold improvements and equipment obtained under finance leases over the shorter of the term of the lease or their estimated useful lives. The Company includes depreciation of equipment obtained under finance leases with depreciation expense in the accompanying consolidated financial statements. The Company capitalizes costs it incurs to develop software during the application development stage. Application development stage costs generally include costs associated with software configuration, coding, installation and testing. The Company also capitalizes costs of significant upgrades and enhancements that result in additional functionality, whereas it expenses as incurred costs for maintenance and minor upgrades and enhancements. The Company amortizes capitalized costs using the straight-line method over three to ten years once the software is ready for its intended use. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to the future undiscounted net cash flows that are expected to be generated by the asset group. If such asset group is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The Company reports assets to be disposed of at the lower of the carrying amount or fair value less costs to sell. (g) Leases The Company recognizes operating lease right-of-use assets and liabilities at commencement date based on the present value of the future minimum lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet in accordance with the short-term lease recognition exemption. The Company applies the practical expedient to not separate lease and non-lease components for all leases that qualify. Lease expense is recognized on a straight-line basis over the lease term. See Note (5), “Leases,” for additional information. (h) Goodwill The Company records as goodwill the portion of the purchase price that exceeds the fair value of net assets of entities acquired. The Company evaluates goodwill annually for impairment at the reporting unit level and whenever circumstances occur indicating that goodwill may be impaired. The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, the quantitative impairment test is unnecessary. The performance of the quantitative impairment test involves a two-step process. The first step of the test involves comparing the fair value of the Company’s reporting units with the reporting unit’s carrying amount, including goodwill. The Company generally determines the fair value of its reporting units using a combination of the income approach (using discounted future cash flows) and the market valuation approach. If the carrying amount of a Company’s reporting unit exceeds its fair value, the Company performs the second step of the test to determine the amount of impairment loss. The second step of the test involves comparing the implied fair value of the Company’s reporting unit’s goodwill with the carrying amount of that goodwill. The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. (i) Intangible Assets Intangible assets consist of identifiable intangible assets acquired through acquisitions, which include tradenames and trademarks, customer relationships, staffing databases, developed technology and non-compete agreements. The fair value of identifiable intangible assets are determined using either the income approach (relief-from-royalty method or multi-period excess earnings method) or the cost approach (replacement cost method). The Company amortizes intangible assets, other than tradenames and trademarks with an indefinite life, using the straight-line method over their useful lives. The Company amortizes non-compete agreements using the straight-line method over the lives of the related agreements. The Company reviews for impairment intangible assets with estimable useful lives whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company does not amortize indefinite-lived tradenames and trademarks and instead reviews them for impairment annually . The Company may first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, the Company determines that it is more likely than not that the indefinite-lived intangible asset is not impaired, no quantitative fair value measurement is necessary. If a quantitative fair value measurement calculation is required for an indefinite-lived intangible asset, the Company compares its fair value with its carrying amount. If the carrying amount exceeds the fair value, the Company records the excess as an impairment loss. (j) Insurance Reserves The Company maintains an accrual for professional liability that is included in accounts payable and accrued expenses and other long-term liabilities in the consolidated balance sheets. The expense is included in the selling, general and administrative expenses in the consolidated statement of comprehensive income. The Company determines the adequacy of this accrual by evaluating its historical experience and trends, loss reserves established by the Company’s insurance carriers, management and third-party administrators, and independent actuarial studies. The Company obtains actuarial studies on a semi-annual basis that use the Company’s actual claims data and industry data to assist the Company in determining the adequacy of its reserves each year. For periods between the actuarial studies, the Company records its accruals based on loss rates provided in the most recent actuarial study and management’s review of loss history and trends. In November 2012, the Company established a captive insurance subsidiary, which provides coverage, on an occurrence basis, for professional liability within its nurse and allied solutions segment. Liabilities include provisions for estimated losses incurred but not yet reported (“IBNR”), as well as provisions for known claims. IBNR reserve estimates involve the use of assumptions that are primarily based upon historical loss experience, industry data and other actuarial assumptions. The Company maintains excess insurance coverage through a commercial carrier for losses above the per occurrence retention. The Company maintains an accrual for workers compensation, which is included in accrued compensation and benefits and other long-term liabilities in the consolidated balance sheets. The expense relating to healthcare professionals is included in cost of revenue, while the expense relating to corporate employees is included in the selling, general and administrative expenses in the consolidated statement of comprehensive income. The Company determines the adequacy of this accrual by evaluating its historical experience and trends, loss reserves established by the Company’s insurance carriers and third-party administrators, and independent actuarial studies. The Company obtains actuarial studies on a semi-annual basis that use the Company’s payroll and historical claims data, as well as industry data, to determine the appropriate reserve for both reported claims and IBNR claims for each policy year. For periods between the actuarial studies, the Company records its accruals based on loss rates provided in the most recent actuarial study. (k) 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 software as a service (“SaaS”)-based technologies, 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. While payment terms vary by the type of customer and the services rendered, the term between invoicing and when payment is due is not significant. During the year ended December 31, 2019 , previously deferred revenue recognized as revenue was $9,972 . The Company recognizes assets from incremental costs to obtain a contract with a customer and costs incurred to fulfill a contract with a customer, which are deferred and amortized using the portfolio approach on a straight line basis over the average period of benefit consistent with the timing of transfer of services to the customer. Aggregate expense for these costs was $11,369 for the year ended December 31, 2019 . 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. (l) Accounts Receivable The Company records accounts receivable at the invoiced amount. Accounts receivable are non-interest bearing. The Company maintains an allowance for doubtful accounts based on the Company’s historical write-off experience and an assessment of its customers’ financial conditions. The Company also maintains a sales allowance to reserve for potential credits issued to customers, which is based on the Company’s historical experience. The Company has not experienced material bad debts or sales adjustments during the past three years. (m) Concentration of Credit Risk The majority of the Company’s business activity is with hospitals located throughout the United States. Credit is extended based on the evaluation of each entity’s financial condition. One customer primarily within the Company’s nurse and allied solutions segment comprised approximately 13% of the consolidated revenue of the Company for each of the fiscal years ended December 31, 2019 , 2018 and 2017 . The Company’s cash and cash equivalents and restricted cash, cash equivalents and investments accounts are financial instruments that are exposed to concentration of credit risk. The Company maintains most of its cash, cash equivalents and investment balances with high-credit quality and federally insured institutions. However, restricted cash equivalents and investment balances may be invested in a non-federally insured money market account and commercial paper. As of December 31, 2019 and 2018 , there were $62,170 and $59,331 , respectively, of restricted cash, cash equivalents and investments, a portion of which was invested in a non-federally insured money market fund and commercial paper. See Note (3), “Fair Value Measurement,” for additional information. (n) Income Taxes The Company records income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period the changes are enacted. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. The Company recognizes the effect of income tax positions only if it is more likely than not that such positions will be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. (o) Fair Value of Financial Instruments The carrying amounts of the Company’s cash equivalents and restricted cash equivalents and investments approximate their respective fair values due to the short-term nature and liquidity of these financial instruments. The fair value of the Company’s equity investment is determined by using prices for identical or similar investments of the same issuer, which is more fully described in Note (3), “Fair Value Measurement.” As it relates to the Company’s 2024 Notes and 2027 Notes (as both defined in Note (3) below), fair value disclosure is detailed in Note (3), “Fair Value Measurement.” See Note (8), “Notes Payable and Credit Agreement,” for additional information. The fair value of the long-term portion of the Company’s insurance accruals cannot be estimated because the Company cannot reasonably determine the timing of future payments. (p) Share-Based Compensation The Company accounts for its share-based employee compensation plans by expensing the estimated fair value of share-based awards on a straight-line basis over the requisite employee service period, which typically is the vesting period, except for awards granted to retirement-eligible employees, which are expensed on an accelerated basis. Restricted stock units (“RSUs”) typically vest at the end of a three -year vesting period, however, 33% of the awards may vest on the 13 th month anniversary of the grant date and 34% on the second anniversary of the grant date if certain performance targets are met. Share-based compensation cost of RSUs is measured by the market value of the Company’s common stock on the date of grant, and the Company records share-based compensation expense only for those awards that are expected to vest. Performance restricted stock units (“PRSUs”) primarily consist of PRSUs that contain a performance condition dependent on the Company’s adjusted EBITDA margin during the third year of the three -year vesting period, with a range of 0% to 175% of the target amount granted to be issued under the award. Share-based compensation cost for these PRSUs is measured by the market value of the Company’s common stock on the date of grant, and the amount recognized is adjusted for estimated achievement of the performance conditions. A limited amount of PRSUs contain a market condition dependent upon the Company’s relative and absolute total stockholder return over a three -year period, with a range of 0% to 175% of the target amount granted to be issued under the award. Share-based compensation cost for these PRSUs is measured using the Monte-Carlo simulation valuation model and is not adjusted for the achievement, or lack thereof, of the performance conditions. (q) Net Income per Common Share Share-based awards to purchase 43 , 23 and 20 shares of common stock for the years ended December 31, 2019 , 2018 and 2017 , respectively, were not included in the calculation of diluted net income per common share because the effect of these instruments was anti-dilutive. The following table sets forth the computation of basic and diluted net income per common share for the years ended December 31, 2019 , 2018 and 2017 , respectively: Years Ended December 31, 2019 2018 2017 Net income $ 113,988 $ 141,741 $ 132,558 Net income per common share - basic $ 2.44 $ 2.99 $ 2.77 Net income per common share - diluted $ 2.40 $ 2.91 $ 2.68 Weighted average common shares outstanding - basic 46,704 47,371 47,807 Plus dilutive effect of potential common shares 889 1,297 1,623 Weighted average common shares outstanding - diluted 47,593 48,668 49,430 (r) Segment Information The Company’s operating segments are identified in the same manner as they are reported internally and used by the Company’s chief operating decision maker for the purpose of evaluating performance and allocating resources. The Company has three reportable segments: (1) nurse and allied solutions, (2) locum tenens solutions, and (3) other workforce solutions. The nurse and allied solutions segment consists of the Company’s nurse, allied, local and labor disruption and rapid response staffing businesses. The locum tenens solutions segment consists of the Company’s locum tenens staffing business. The other workforce solutions segment consists of the following Company businesses (i) physician permanent placement services, (ii) healthcare interim leadership staffing and executive search services, (iii) vendor management systems, (iv) recruitment process outsourcing, (v) education, (vi) revenue cycle solutions, (vii) workforce optimization services, and (viii) credentialing services. 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: Years Ended December 31, 2019 2018 2017 Revenue Nurse and allied solutions $ 1,419,965 $ 1,306,516 $ 1,238,543 Locum tenens solutions 324,653 393,366 430,615 Other workforce solutions 477,489 436,192 319,296 $ 2,222,107 $ 2,136,074 $ 1,988,454 Segment operating income Nurse and allied solutions $ 199,806 $ 183,427 $ 182,792 Locum tenens solutions 25,108 41,348 51,422 Other workforce solutions 110,225 104,541 81,154 335,139 329,316 315,368 Unallocated corporate overhead 83,463 74,436 60,412 Depreciation and amortization 58,520 41,237 32,279 Share-based compensation 16,241 10,815 10,237 Interest expense, net, and other 28,427 16,143 19,677 Income before income taxes $ 148,488 $ 186,685 $ 192,763 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 (j), “Revenue Recognition.” For the years ended December 31, 2019 , 2018 and 2017 , revenue under the Company’s managed services program arrangements comprised approximately 63% , 62% and 58% for nurse and allied solutions revenue, 23% , 17% and 13% for locum tenens solutions revenue and 8% , 7% and 8% for other workforce solutions revenue, respectively. (s) 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 requires 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 adoption did not have a material effect on the Company’s results of operations. There were no other material impacts to the Company’s consolidated financial statements as a result of adopting these updated standards. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions As set forth below, the Company completed five acquisitions from January 1, 2017 through December 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 December 31, 2019 . The allocations will continue to be updated through the measurement period, if necessary. For each acquisition, the Company did not incur any material acquisition-related costs. b4health Acquisition On December 19, 2019, the Company completed its acquisition of B4Health, LLC (“b4health”), an innovative technology company and a leading provider of a web-based internal float pool management solution and vendor management system for healthcare facilities. The initial purchase price of $23,006 included (1) $19,906 cash consideration paid upon acquisition and (2) a contingent earn-out payment of up to $12,000 with an estimated fair value of $3,100 as of the acquisition date. The contingent earn-out payment is based on the operating results of b4health for the twelve months ending December 31, 2020. The results of b4health have been included in the Company’s other workforce solutions segment since the date of acquisition. The allocation of the $23,006 purchase price consisted of (1) $1,169 of fair value of tangible assets acquired, which included $222 cash received, (2) $823 of liabilities assumed, (3) $9,000 of identified intangible assets, and (4) $13,660 of goodwill, all of which is deductible for tax purposes. The fair value of intangible assets includes $3,000 of developed technology, $4,000 of customer relationships, and $2,000 of trademarks with a weighted average useful life of approximately seven years . Advanced Acquisition On June 14, 2019, the Company completed its acquisition of Advanced Medical Personnel Services, Inc. (“Advanced”), a national healthcare staffing company that specializes in placing therapists and nurses across multiple settings. The initial purchase price of $211,743 included (1) $201,121 cash consideration paid upon acquisition and (2) a contingent earn-out payment of up to $20,000 with an estimated fair value of $10,622 as of the acquisition date. The contingent earn-out payment is based on the operating results of Advanced for the twelve months ending December 31, 2019. The acquisition was funded primarily through (1) 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, and (2) the First Amendment (as defined in Note (8) below) to the New Credit Agreement, which provided $150,000 of additional available borrowings to the Company. The New Credit Agreement and the First Amendment are more fully described in Note (8), “Notes Payable and Credit Agreement.” The results of Advanced have been included in the Company’s nurse and allied solutions segment since the date of acquisition. During the third quarter of 2019, an additional $73 of cash consideration was paid to the selling shareholders for the final working capital settlement. The allocation of the $211,816 purchase price, which included the additional cash consideration paid for the final working capital settlement, consisted of (1) $29,035 of fair value of tangible assets acquired, which included $2,497 cash and restricted cash received, (2) $28,758 of liabilities assumed, (3) $91,700 of identified intangible assets, and (4) $119,839 of goodwill, of which $57,121 is expected to be deductible for tax purposes. The intangible assets acquired have a weighted average useful life of approximately nine 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 Customer Relationships $ 68,000 10 Tradenames and Trademarks 10,000 5 Staffing Database 10,300 10 Developed Technology 3,400 3 $ 91,700 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 Senior Credit Facility, 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 allocation of the $31,676 purchase price consisted of (1) $2,826 of fair value of tangible assets acquired, which included $651 cash received, (2) $1,567 of liabilities assumed, (3) $6,880 of identified intangible assets, and (4) $23,537 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 $200,933 included (1) $196,533 cash consideration paid upon acquisition, funded through borrowings under the Senior Credit Facility, (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, which resulted in no earn-out payment. 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 allocation of the $200,711 purchase price, which was reduced by the final working capital settlement and finalized during the second quarter of 2019, consisted of (1) $28,508 of fair value of tangible assets acquired, which included $8,403 cash received, (2) $11,933 of liabilities assumed, (3) $103,000 of identified intangible assets, and (4) $81,136 of goodwill, all of which is deductible for tax purposes. The intangible assets acquired had 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 During the third quarter of 2019, the Company shortened the estimated useful life for the tradenames and trademarks intangible asset as a result of its plan to rebrand the revenue cycle solutions business. Based on this change in circumstances since the date of acquisition, the Company determined that the remaining useful life of this asset was five years and began amortizing its remaining value on a straight-line basis over the remaining useful life. 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 $35,968 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 was settled in full during the second quarter of 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 allocation of the $35,503 purchase price, which was reduced by the final working capital settlement and finalized during the second quarter of 2019, consisted of (1) $4,389 of fair value of tangible assets acquired, which included $351 cash received, (2) $4,779 of liabilities assumed, (3) $19,110 of identified intangible assets, and (4) $16,783 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 . |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Fair value represents the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would conduct a transaction, in addition to the assumptions that market participants would use when pricing the related assets or liabilities, including non-performance risk. A three-level hierarchy prioritizes the inputs to valuation techniques used to measure fair value and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the fair value hierarchy are as follows: Level 1 —Quoted prices in active markets for identical assets or liabilities. Level 2 —Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 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 obligation under its deferred compensation plan is measured at fair value based on quoted market prices of the participants’ elected investments, which are Level 1 inputs. The deferred compensation plan is more fully described in Note (9), “Retirement Plans.” As of December 31, 2019 , the Company’s restricted cash equivalents and investments that serve as collateral for the Company’s captive insurance company 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 $59,243 commercial paper issued and outstanding as of December 31, 2019 , $9,586 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 increase in commercial paper issued and outstanding is due to additional restricted investments related to the captive insurance company. The Company’s contingent consideration liabilities are measured at fair value using 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 consolidated statements of comprehensive income. The following tables present information about assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value: Fair Value Measurements as of December 31, 2019 Assets (Liabilities) 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 $ 2,508 $ 2,508 $ — $ — Deferred compensation (81,064 ) (81,064 ) — — Commercial paper 59,243 — 59,243 — Acquisition contingent consideration liabilities (23,100 ) — — (23,100 ) Fair Value Measurements as of December 31, 2018 Assets (Liabilities) 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 $ — $ — Deferred compensation (55,720 ) (55,720 ) — — Commercial paper 63,243 — 63,243 — Acquisition contingent consideration liabilities (7,700 ) — — (7,700 ) The following table sets forth a reconciliation of changes in the fair value of contingent consideration liabilities classified as Level 3 in the fair value hierarchy: 2019 2018 Balance as of January 1, $ (7,700 ) $ (2,070 ) Settlement of HealthSource Global contingent consideration liability for year ended December 31, 2016 — 70 Settlement of HealthSource Global contingent consideration liability for year ended December 31, 2017 — 2,000 Settlement of PDA and LFT contingent consideration liability for year ended December 31, 2018 7,000 — Contingent consideration liability from PDA and LFT acquisition on April 6, 2018 — (5,700 ) Contingent consideration liability from MedPartners acquisition on April 9, 2018 — (4,400 ) Contingent consideration liability from Silversheet acquisition on January 30, 2019 (1,500 ) — Contingent consideration liability from Advanced acquisition on June 14, 2019 (10,622 ) — Contingent consideration liability from b4health acquisition on December 19, 2019 (3,100 ) — Change in fair value of contingent consideration liability from PDA and LFT acquisition — (1,300 ) Change in fair value of contingent consideration liability from MedPartners acquisition 700 3,700 Change in fair value of contingent consideration liability from Silversheet acquisition 1,500 — Change in fair value of contingent consideration liability from Advanced acquisition (9,378 ) — Balance as of December 31, $ (23,100 ) $ (7,700 ) Assets Measured on a Non-Recurring Basis The Company applies fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to its goodwill, indefinite-lived intangible assets, long-lived assets and equity method investment. The Company evaluates goodwill and indefinite-lived intangible assets annually for impairment and whenever circumstances occur indicating that goodwill or indefinite-lived intangible assets 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 consolidated statements of comprehensive income. The balance of the equity investment classified as Level 2 in the fair value hierarchy was $15,449 for years ended December 31, 2019 and 2018 , respectively. There were no changes to the fair value of the equity investment recognized during the year ended December 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 years ended December 31, 2019 requiring such measurements. 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. The fair value of the Company’s 5.125% senior notes due 2024 (the “2024 Notes”) and 4.625% senior notes due 2027 (the “2027 Notes”) was estimated using quoted market prices in active markets for identical liabilities, which are Level 1 inputs. The carrying amounts and estimated fair value of the 2024 Notes and the 2027 Notes, which are more fully described in Note (8), “Notes Payable and Credit Agreement,” are presented in the following table: As of December 31, 2019 As of December 31, 2018 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2024 Notes $ 325,000 $ 337,188 $ 325,000 $ 310,375 2027 Notes 300,000 301,500 — — 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. |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Identifiable Intangible Assets | Goodwill and Identifiable Intangible Assets As of December 31, 2019 and 2018 , the Company had the following acquired intangible assets: As of December 31, 2019 As of December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets subject to amortization: Staffing databases $ 35,836 $ (13,369 ) $ 22,467 $ 25,536 $ (10,174 ) $ 15,362 Customer relationships 273,839 (94,206 ) 179,633 201,759 (75,081 ) 126,678 Tradenames and trademarks 126,269 (33,545 ) 92,724 112,769 (22,529 ) 90,240 Non-compete agreements 4,117 (2,035 ) 2,082 2,877 (1,410 ) 1,467 Acquired technology 20,430 (8,262 ) 12,168 8,730 (5,730 ) 3,000 $ 460,491 $ (151,417 ) $ 309,074 $ 351,671 $ (114,924 ) $ 236,747 Intangible assets not subject to amortization: Tradenames and trademarks $ 89,400 $ 89,400 $ 398,474 $ 326,147 Aggregate amortization expense for intangible assets was $36,493 and $24,239 for the years ended December 31, 2019 and 2018 , respectively. Based on the current amount of intangibles subject to amortization, the estimated future amortization expense as of December 31, 2019 is as follows: Amount Year ending December 31, 2020 $ 44,017 Year ending December 31, 2021 41,735 Year ending December 31, 2022 40,754 Year ending December 31, 2023 39,647 Year ending December 31, 2024 33,400 Thereafter 109,521 $ 309,074 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, 2018 $ 103,107 $ 19,743 $ 217,746 $ 340,596 Goodwill from MedPartners acquisition — — 81,113 81,113 Goodwill from PDA and LFT acquisition — — 16,797 16,797 Balance, December 31, 2018 103,107 19,743 315,656 438,506 Goodwill adjustment for MedPartners acquisition — — 23 23 Goodwill adjustment for PDA and LFT acquisition — — (14 ) (14 ) Goodwill from Silversheet acquisition — — 23,537 23,537 Goodwill from Advanced acquisition 119,839 — — 119,839 Goodwill from b4health acquisition — — 13,660 13,660 Balance, December 31, 2019 $ 222,946 $ 19,743 $ 352,862 $ 595,551 Accumulated impairment loss as of $ 154,444 $ 53,940 $ 6,555 $ 214,939 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company leases certain office facilities, data centers, and equipment under various operating leases. The Company’s short-term leases (with initial lease terms of 12 months or less) are primarily related to housing arrangements for healthcare professionals on assignment. 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: Year Ended December 31, 2019 Lease Cost Operating lease cost $ 18,725 Short-term lease cost 20,112 Variable and other lease cost 2,880 Net lease cost $ 41,717 The maturities of lease liabilities as of December 31, 2019 were as follows: Operating Leases Years ending December 31, 2020 $ 18,651 2021 18,599 2022 18,227 2023 17,895 2024 16,711 Thereafter 33,666 Total lease payments $ 123,749 Less imputed interest (18,597 ) Present value of lease liabilities $ 105,152 Supplemental cash flow information related to leases was as follows: Year Ended December 31, 2019 Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) $ 17,817 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 and $20,529 for the years ended December 31, 2018 and 2017 , respectively. |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | Balance Sheet Details The consolidated balance sheets detail is as follows as of December 31, 2019 and 2018 : As of December 31, 2019 2018 Other current assets: Restricted cash and cash equivalents $ 18,393 $ 26,329 Income taxes receivable 5,984 799 Other 16,069 12,759 Other current assets $ 40,446 $ 39,887 Fixed assets: Furniture and equipment $ 37,315 $ 34,211 Technology and software 191,050 162,006 Leasehold improvements 9,367 8,615 237,732 204,832 Accumulated depreciation (132,900 ) (114,413 ) Fixed assets, net $ 104,832 $ 90,419 Accounts payable and accrued expenses: Trade accounts payable $ 26,985 $ 31,537 Subcontractor payable 75,562 50,892 Accrued expenses 36,344 30,236 Loss contingencies 6,146 24,549 Professional liability reserve 7,925 8,633 Other 3,178 3,756 Accounts payable and accrued expenses $ 156,140 $ 149,603 Accrued compensation and benefits: Accrued payroll $ 47,381 $ 42,571 Accrued bonuses and commissions 22,613 18,021 Accrued travel expense 2,459 3,417 Health insurance reserve 4,019 3,559 Workers compensation reserve 8,782 7,817 Deferred compensation 81,064 55,720 Other 4,614 3,954 Accrued compensation and benefits $ 170,932 $ 135,059 Other current liabilities: Acquisition related liabilities $ 20,000 $ 7,918 Other 5,302 2,325 Other current liabilities $ 25,302 $ 10,243 Other long-term liabilities: Workers compensation reserve $ 18,291 $ 19,454 Professional liability reserve 34,606 38,324 Deferred rent — 15,012 Unrecognized tax benefits 5,431 4,862 Other 3,485 876 Other long-term liabilities $ 61,813 $ 78,528 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes from operations for the years ended December 31, 2019 , 2018 and 2017 consists of the following: Years Ended December 31, 2019 2018 2017 Current income taxes: Federal $ 25,255 $ 33,564 $ 45,899 State 8,332 12,047 8,699 Total 33,587 45,611 54,598 Deferred income taxes: Federal 625 (1,372 ) 1,754 State 288 705 3,853 Total 913 (667 ) 5,607 Provision for income taxes from operations $ 34,500 $ 44,944 $ 60,205 The Company’s income tax expense differs from the amount that would have resulted from applying the federal statutory rate of 21% for both 2019 and 2018 and 35% for 2017 to pretax income from operations because of the effect of the following items during the years ended December 31, 2019 , 2018 and 2017 : Years Ended December 31, 2019 2018 2017 Tax expense at federal statutory rate $ 31,253 $ 39,272 $ 67,467 State taxes, net of federal benefit 6,810 9,902 7,880 Non-deductible expenses 3,840 2,956 3,849 Share-based compensation (4,770 ) (4,343 ) (4,889 ) Corporate tax rate change impact on deferred income taxes — — (14,039 ) Unrecognized tax benefit (207 ) 413 (1,175 ) Other, net (2,426 ) (3,256 ) 1,112 Income tax expense from operations $ 34,500 $ 44,944 $ 60,205 The adoption of ASU 2016-09, “Stock Compensation - Improvements to Employee Share-Based Payment Accounting” in the first quarter of 2017, resulted in recording reductions in income tax expense of $5,915 , $5,401 , and $5,449 for the years ended December 31, 2019 , 2018 , and 2017 . Prior to adoption, this amount would have been recorded as additional paid-in capital. The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are presented below as of the years ended December 31, 2019 and 2018 : Years Ended December 31, 2019 2018 Deferred tax assets: Stock compensation $ 5,848 $ 6,606 Deferred compensation 20,564 13,869 Accrued expenses 18,572 21,643 Deferred rent — 4,000 Operating lease liabilities 27,206 — Net operating losses 3,448 1,846 Other 570 1,030 Total deferred tax assets $ 76,208 $ 48,994 Deferred tax liabilities: Intangibles $ (71,646 ) $ (51,493 ) Fixed assets (22,896 ) (19,802 ) Operating lease right-of-use assets (23,234 ) — Other (5,050 ) (5,025 ) Total deferred tax liabilities $ (122,826 ) $ (76,320 ) Valuation allowance $ — $ — Net deferred tax liabilities $ (46,618 ) $ (27,326 ) In the current year, the Company recognized deferred tax assets and deferred tax liabilities associated with operating lease liabilities and right-of-use assets, respectively, in accordance with ASU 2016-02. The Company also derecognized existing deferred rent liabilities, but consistent with its adoption of ASU 2016-02 and the optional transition method, there has been no change to the prior year deferred tax assets related to deferred rent liabilities. The Company’s adoption of ASU 2016-02 is more fully described in Note (1), “Summary of Significant Accounting Policies.” In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management believes it is more likely than not that the Company will realize the benefits of its deferred tax assets. The amount of federal net operating losses (“NOL”) carryforward that is available for use in years subsequent to December 31, 2019 is $16,418 , which is set to expire by 2029 . The amount of state NOL carryforward that is available for use in years subsequent to December 31, 2019 is not material. A summary of the changes in the amount of unrecognized tax benefits (excluding interest and penalties) for 2019 , 2018 and 2017 is as follows: 2019 2018 2017 Beginning balance of unrecognized tax benefits $ 4,393 $ 4,663 $ 6,842 Additions based on tax positions related to the current year 588 475 513 Additions based on tax positions of prior years 990 753 731 Reductions due to lapse of applicable statute of limitation (1,034 ) (547 ) (949 ) Settlements — (951 ) (2,474 ) Ending balance of unrecognized tax benefits $ 4,937 $ 4,393 $ 4,663 At December 31, 2019 , if recognized, approximately $4,695 net of $736 of temporary differences would affect the effective tax rate (including interest and penalties). The Company recognizes interest related to unrecognized tax benefits in income tax expense. The Company had approximately $493 , $467 and $606 of accrued interest related to unrecognized tax benefits at December 31, 2019 , 2018 and 2017 , respectively. The amount of interest expense (benefit) recognized in 2019 , 2018 and 2017 was $26 , $(139) and $(1,016) , respectively. The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. With few exceptions, as of December 31, 2019, the Company is no longer subject to state, local or foreign examinations by tax authorities for tax years before 2010, and the Company is no longer subject to U.S. federal income or payroll tax examinations for tax years before 2016. 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. Prior to the Company’s acquisition of Advanced, on June 14, 2019, Advanced was under an IRS audit for the years 2011-2013 for various payroll tax matters related to the treatment of certain non-taxable per diem allowances and travel benefits. This audit was completed and an assessment was issued for $8,300 in July 2018. Advanced filed a protest in August 2018 and had their first IRS Appeals meeting in May 2019. The Company received a final determination from the IRS in November 2019. The Company is indemnified for the potential contingent liability by Advanced. The Advanced acquisition is more fully described in Note (2), “Acquisitions.” 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. Tax Cuts and Jobs Act On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate tax rate from 35 % to 21 %. The Tax Act changes that affected the Company in 2017 are primarily tax rate changes on certain deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”). The Tax Act also establishes new tax laws that will affect 2018 and beyond, including, but not limited to, (1) reduction of the U.S. federal corporate tax rate; (2) the repeal of the domestic production activity deduction; (3) limitations on the deductibility of certain executive compensation; and (4) limitations on various entertainment and meals deductions. The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. The Company’s accounting for the following elements of the Tax Act was incomplete as of the year ended December 31, 2017. The Company was able to make reasonable estimates of executive compensation and accounting methods and, therefore, recorded provisional adjustments for these items. Final adjustments were made in the quarter ended December 31, 2018 which were not material and the accounting for these elements is now considered complete. |
Notes Payable and Credit Agreem
Notes Payable and Credit Agreement | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable and Credit Agreement | Notes Payable and Credit Agreement (a) The Company ’ s Credit Agreement and Related Credit Facilities 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. On June 14, 2019, the Company entered into the first amendment to the New Credit Agreement (the “First Amendment”) to provide for, among other things, a $150,000 secured term loan credit facility (the “Term Loan”). The First Amendment (together with the New Credit Agreement, the “Amended Credit Agreement”) also extended the maturity date of the Senior Credit Facility to be coterminous with the Term Loan. The obligations of the Company under the Amended Credit Agreement are secured by substantially all of the assets of the Company. The Company used the proceeds from the Term Loan, together with a drawdown of a portion of the Senior Credit Facility, to complete its acquisition of Advanced, as more fully described in Note (2), “Acquisitions.” Borrowings under the Senior Credit Facility and the Term Loan (together, the “Credit Facilities”) 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 Term Loan is subject to amortization of principal of 2.50% per year for the first year of the term and 5.00% per year thereafter, payable in equal quarterly installments. The Senior Credit Facility is available for working capital, capital expenditures, permitted acquisitions and general corporate purposes. The maturity date of the Credit Facilities is June 14, 2024. In connection with the First Amendment, the Company incurred $875 in fees paid to lenders and other third parties, which were capitalized and are amortized to interest expense over the term of the Credit Facilities. In addition, $1,702 of unamortized financing fees incurred in connection with obtaining the New Credit Agreement will continue to be amortized to interest expense over the term of the Credit Facilities. On February 14, 2020, the Company entered into the second amendment to the New Credit Agreement (the “Second Amendment”) to provide for, among other things, a $250,000 secured term loan credit facility (the “Additional Term Loan”). The Second Amendment also extended the maturity date of the Senior Credit Facility to be coterminous with the Additional Term Loan. The Company used the proceeds from the Additional Term Loan, together with a drawdown of a portion of the Senior Credit Facility, to complete its acquisition of Stratus Video, as more fully described in Note (14), “Subsequent Events.” The Additional Term Loan is subject to amortization of principal of 2.50% per year for the first year of the term and 5.00% per year thereafter, payable in equal quarterly installments. The maturity date of the Additional Term Loan is February 14, 2025. At December 31, 2019 , with $17,445 of outstanding letters of credit collateralized by the Senior Credit Facility, there was $382,555 of available credit under the Senior Credit Facility. (b) The Company ’ s 4.625% Senior Notes Due 2027 On October 1, 2019, the Company completed the issuance and sale of $300,000 aggregate principal amount of the 2027 Notes, which mature on October 1, 2027. Interest on the 2027 Notes is fixed at 4.625% and payable semi-annually in arrears on April 1 and October 1 of each year, commencing April 1, 2020. With the proceeds from the 2027 Notes and cash generated from operations, the Company (1) repaid $149,063 of existing Term Loan indebtedness, (2) repaid $146,000 under the Senior Credit Facility, and (3) paid $4,348 of fees and expenses related to the issuance and sale of the 2027 Notes, which were recorded as a reduction of the notes payable balance and are being amortized to interest expense over the term of the 2027 Notes. The indenture governing the 2027 Notes contains covenants that, among other things, restrict the ability of the Company to: • sell assets, • pay dividends or make other distributions on capital stock, make payments in respect of subordinated indebtedness or make other restricted payments, • make certain investments, • incur or guarantee additional indebtedness or issue preferred stock, • create certain liens, • enter into agreements that restrict dividends or other payments from restricted subsidiaries, • consolidate, merge or transfer all or substantially all of its assets, • engage in transactions with affiliates, and • create unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications. The indenture governing the 2027 Notes contains affirmative covenants and events of default that are customary for indentures governing high yield securities. The 2027 Notes and the related guarantees thereof are not subject to any registration rights agreements. (c) Debt Balances Outstanding debt balances as of December 31, 2019 and 2018 consisted of the following: As of December 31, 2019 2018 Senior Credit Facility — 120,000 2024 Notes 325,000 325,000 2027 Notes 300,000 — Total debt outstanding 625,000 445,000 Less unamortized fees (7,841 ) (4,393 ) Long-term portion of notes payable $ 617,159 $ 440,607 The 2024 Notes were issued in October 2016 and have a fixed rate of 5.125% . The aggregate principal amounts of the 2024 Notes and the 2027 Notes mature on October 1, 2024 and October 1, 2027, respectively. (d) Letters of Credit At December 31, 2019 , the Company maintained outstanding standby letters of credit totaling $19,752 as collateral in relation to its workers compensation insurance agreements and a corporate office lease agreement. Of the $19,752 outstanding letters of credit, the Company has collateralized $2,307 in cash and cash equivalents and the remaining $17,445 is collateralized by the Senior Credit Facility. Outstanding standby letters of credit at December 31, 2018 totaled $17,632 . |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans The Company maintains the AMN Services 401(k) Retirement Savings Plan (the “AMN Plan”), which the Company believes complies with the IRC Section 401(k) provisions. The AMN Plan covers all employees that meet certain age and other eligibility requirements. An annual discretionary matching contribution is determined by the Compensation and Stock Plan Committee of the Board of Directors each year. Employer contribution expenses incurred under the AMN Plan were $5,516 , $5,250 and $4,486 for the years ended December 31, 2019 , 2018 and 2017 , respectively. The Company has a deferred compensation plan for certain executives and key employees (the “Plan”). The Plan is not intended to be tax qualified and is an unfunded plan. The Plan is composed of deferred compensation and all related income and losses attributable thereto. Discretionary matching contributions to the Plan are made that vest incrementally so that the employee is fully vested in the match following five years of employment with the Company. Under the Plan, participants can defer up to 80% of their base salary, 90% of their bonus and 100% of their vested RSUs or vested PRSUs. An annual discretionary matching contribution is determined by the Compensation and Stock Plan Committee of the Board of Directors each year. Employer contributions under the Plan were $5,551 , $4,708 and $4,545 for the years ended December 31, 2019 , 2018 and 2017 , respectively. In connection with the administration of the Plan, the Company has purchased company-owned life insurance policies insuring the lives of certain officers and key employees. The cash surrender value of these policies was $79,515 and $55,028 at December 31, 2019 and 2018 , respectively. The cash surrender value of these insurance policies is included in other assets in the consolidated balance sheets. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Capital Stock | Capital Stock (a) Preferred Stock The Company has 10,000 shares of preferred stock authorized for issuance in one or more series (including preferred stock designated as Series A Conditional Convertible Preferred Stock), at a par value of $0.01 per share. At December 31, 2019 and 2018 , no shares of preferred stock were outstanding. (b) Treasury Stock On November 1, 2016, the Company’s Board of Directors approved a share repurchase program under which the Company may repurchase up to $150,000 of its outstanding common stock. The amount and timing of the purchases will depend on a number of factors including the price of the Company’s shares, trading volume, Company performance, Company liquidity, general economic and market conditions and other factors that the Company’s management believes are relevant. The share repurchase program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time. The Company intends to make all repurchases and to administer the plan in accordance with applicable laws and regulatory guidelines, including Rule 10b-18 of the Exchange Act, and in compliance with its debt instruments. Repurchases may be made from cash on hand, free cash flow generated from the Company’s business or from the Company’s Senior Credit Facility. Repurchases may be made from time to time through open market purchases or privately negotiated transactions. Repurchases may also be made pursuant to one or more plans established pursuant to Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading restrictions. During 2019 , the Company repurchased 395 shares of its common stock at an average price of $47.30 per share, resulting in an aggregate purchase price of $18,705 . During 2018 , the Company repurchased 1,236 shares of its common stock at an average price of $54.17 per share, resulting in an aggregate purchase price of $67,013 . |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation (a) Equity Award Plans Equity Plan The Company established the AMN Healthcare Equity Plan (as amended or amended and restated from time to time, the “Equity Plan”), which has been approved by the Company’s stockholders. At the time of the Equity Plan’s original adoption in 2006, equity awards, based on the Company’s common stock, could be issued for a maximum of 723 shares plus the number of shares of common stock underlying any grants under the Stock Option Plan (under which there are no longer any outstanding awards) that were forfeited, canceled or terminated (other than by exercise) from and after the effective date of the Equity Plan. Pursuant to the Equity Plan, stock options and stock appreciation rights (“SARs”) granted have a maximum contractual life of ten years and have exercise prices that will be determined at the time of grant, which will be no less than fair market value of the underlying common stock on the date of grant. Any shares to be issued under the Equity Plan will be issued by the Company from authorized but unissued common stock or shares of common stock reacquired by the Company. On April 18, 2007, April 9, 2009, April 18, 2012 and April 19, 2017, the Company amended the Equity Plan, with stockholder approval, to increase the number of shares authorized under the Equity Plan by 3,000 , 1,850 , 2,400 and 1,400 , respectively. At December 31, 2019 and 2018 , 2,930 and 3,051 shares of common stock were reserved for future grants under the Equity Plan, respectively. Other Plans From time to time, the Company grants, and has granted, key employees inducement awards outside of the Equity Plan (collectively, “Other Plans”), which have consisted of SARs, options or RSUs. Although these awards are not made under the Equity Plan, the key terms and conditions of the grant are typically the same as equity awards made under the Equity Plan. Additionally, in February 2014, the Company established the 2014 Employment Inducement Plan, which reserves for issuance 200 shares of common stock for prospective employees of the Company. As of December 31, 2019 , 175 shares of common stock remained available for future grants under the 2014 Employment Inducement Plan. (b) Share-Based Compensation Restricted Stock Units RSUs and PRSUs (subject to a PRSU being earned) granted under the Equity Plan generally entitle the holder to receive, at the end of a vesting period, a specified number of shares of the Company’s common stock. The following table summarizes RSU and PRSU activity for non-vested awards for the years ended December 31, 2019 , 2018 and 2017 : Number of Shares Weighted Average Grant Date Fair Value per Share Unvested at January 1, 2016 1,075 $ 22.14 Granted—RSUs 166 $ 40.73 Granted—PRSUs (1) 317 $ 27.51 Vested (637 ) $ 16.88 Canceled/forfeited/expired (66 ) $ 30.02 Unvested at December 31, 2017 855 $ 30.98 Granted—RSUs 279 $ 53.73 Granted—PRSUs (1) 266 $ 35.28 Vested (499 ) $ 23.04 Canceled/forfeited/expired (83 ) $ 42.32 Unvested at December 31, 2018 818 $ 43.84 Granted—RSUs 191 $ 54.99 Granted—PRSUs (1) 201 $ 48.32 Vested (400 ) $ 35.46 Canceled/forfeited/expired (52 ) $ 41.09 Unvested at December 31, 2019 758 $ 52.45 (1) PRSUs granted included both the PRSUs granted during the year at the target amount and the additional shares of prior period granted PRSUs vested during the year in excess of the target shares. As of December 31, 2019 , there was $14,762 unrecognized compensation cost related to non-vested RSUs and PRSUs. The Company expects to recognize such cost over a period of 1.6 years. As of December 31, 2019 and 2018 , the aggregate intrinsic value of the RSUs and PRSUs outstanding was $47,242 and $46,336 , respectively. Stock Options and SARs Stock options entitle the holder to purchase, at the end of a vesting period, a specified number of shares of the Company’s common stock at a price per share set at the date of grant. SARs entitle the holder to receive, at the end of a vesting period, shares of the Company’s common stock equal in value to the difference between the exercise price of the SAR, which is set at the date of grant, and the fair market value of the Company’s common stock on the date of exercise. A summary of stock option and SAR activity under the Equity Plan and Other Plans are as follows: Number Outstanding Weighted- Average Exercise Price per Share Outstanding at December 31, 2016 286 $ 9.67 Granted — $ — Exercised (24 ) $ 18.85 Canceled/forfeited/expired — $ — Outstanding at December 31, 2017 262 $ 8.81 Granted — $ — Exercised (35 ) $ 10.12 Canceled/forfeited/expired — $ — Outstanding at December 31, 2018 227 $ 8.61 Granted — $ — Exercised (215 ) $ 8.67 Canceled/forfeited/expired — $ — Outstanding at December 31, 2019 12 $ 7.51 Vested and expected to vest at December 31, 2019 12 $ 7.51 Exercisable at December 31, 2019 12 $ 7.51 As of December 31, 2019 , all SARs were fully vested, and there were no stock options outstanding. The total intrinsic value of stock options and SARs exercised was $9,177 , $1,535 and $555 for 2019 , 2018 and 2017 , respectively. At December 31, 2019 and 2018 , the total intrinsic value of stock options and SARs outstanding and exercisable was $645 and $10,841 , respectively. Share-Based Compensation Total share-based compensation expense for the years ended December 31, 2019 , 2018 and 2017 was as follows: Years Ended December 31, 2019 2018 2017 Share-based employee compensation, before tax $ 16,241 $ 10,815 $ 10,237 Related income tax benefits (4,223 ) (2,812 ) (3,985 ) Share-based employee compensation, net of tax $ 12,018 $ 8,003 $ 6,252 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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. With regards to loss contingencies accrued as of December 31, 2019 , which are included in accounts payable and accrued expenses in the 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. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Year Ended December 31, 2019 First Quarter Second Quarter Third Quarter Fourth Quarter Total Year (In thousands, except per share data) Revenue $ 532,441 $ 535,177 $ 567,597 $ 586,892 $ 2,222,107 Gross profit $ 176,759 $ 179,542 $ 190,031 $ 197,133 $ 743,465 Net income $ 34,122 $ 28,869 $ 23,515 $ 27,482 $ 113,988 Net income per share from: Basic $ 0.73 $ 0.62 $ 0.50 $ 0.59 $ 2.44 Diluted $ 0.71 $ 0.61 $ 0.49 $ 0.58 $ 2.40 Year Ended December 31, 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Total Year (In thousands, except per share data) Revenue $ 522,489 $ 558,108 $ 526,842 $ 528,635 $ 2,136,074 Gross profit $ 167,824 $ 180,956 $ 175,147 $ 172,456 $ 696,383 Net income $ 42,681 $ 35,529 $ 27,918 $ 35,613 $ 141,741 Net income per share from: Basic $ 0.89 $ 0.75 $ 0.59 $ 0.76 $ 2.99 Diluted $ 0.87 $ 0.73 $ 0.58 $ 0.74 $ 2.91 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 14, 2020, the Company completed its acquisition of Stratus Video, a remote video interpreting company, for $475,000 in cash. Stratus Video provides healthcare interpretation via remote video, over the phone, and onsite in-person, all supported by proprietary technology platforms. To help finance the acquisition, the Company (1) entered into the Second Amendment, which provided $250,000 of additional borrowings to the Company, and (2) borrowed $175,000 under the Senior Credit Facility. The Second Amendment and Senior Credit Facility are more fully described in Note (8), “Notes Payable and Credit Agreement.” |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to goodwill and indefinite-lived intangible assets, professional liability reserve, contingent liabilities, and income taxes. The Company bases these estimates on the information that is currently available and on various other assumptions that it believes are reasonable under the circumstances. Actual results could differ from those estimates under different assumptions or conditions. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include currency on hand, deposits with financial institutions and highly liquid investments. |
Restricted Cash, Cash Equivalents, and Investments | Restricted Cash, Cash Equivalents and Investments |
Fixed Assets | Fixed Assets The Company records furniture, equipment, leasehold improvements and capitalized software at cost less accumulated amortization and depreciation. The Company records equipment acquired under finance leases at the present value of the future minimum lease payments. The Company capitalizes major additions and improvements, and it expenses maintenance and repairs when incurred. The Company calculates depreciation on furniture, equipment and technology and software using the straight-line method based on the estimated useful lives of the related assets ( three to ten years ). The Company depreciates leasehold improvements and equipment obtained under finance leases over the shorter of the term of the lease or their estimated useful lives. The Company includes depreciation of equipment obtained under finance leases with depreciation expense in the accompanying consolidated financial statements. The Company capitalizes costs it incurs to develop software during the application development stage. Application development stage costs generally include costs associated with software configuration, coding, installation and testing. The Company also capitalizes costs of significant upgrades and enhancements that result in additional functionality, whereas it expenses as incurred costs for maintenance and minor upgrades and enhancements. The Company amortizes capitalized costs using the straight-line method over three to ten years once the software is ready for its intended use. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to the future undiscounted net cash flows that are expected to be generated by the asset group. If such asset group is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The Company reports assets to be disposed of at the lower of the carrying amount or fair value less costs to sell. |
Leases | Leases The Company recognizes operating lease right-of-use assets and liabilities at commencement date based on the present value of the future minimum lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet in accordance with the short-term lease recognition exemption. The Company applies the practical expedient to not separate lease and non-lease components for all leases that qualify. Lease expense is recognized on a straight-line basis over the lease term. See Note (5), “Leases,” for additional information. |
Goodwill | Goodwill |
Intangible Assets | Intangible Assets Intangible assets consist of identifiable intangible assets acquired through acquisitions, which include tradenames and trademarks, customer relationships, staffing databases, developed technology and non-compete agreements. The fair value of identifiable intangible assets are determined using either the income approach (relief-from-royalty method or multi-period excess earnings method) or the cost approach (replacement cost method). The Company amortizes intangible assets, other than tradenames and trademarks with an indefinite life, using the straight-line method over their useful lives. The Company amortizes non-compete agreements using the straight-line method over the lives of the related agreements. The Company reviews for impairment intangible assets with estimable useful lives whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company does not amortize indefinite-lived tradenames and trademarks and instead reviews them for impairment annually . The Company may first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, the Company determines that it is more likely than not that the indefinite-lived intangible asset is not impaired, no quantitative fair value measurement is necessary. If a quantitative fair value measurement calculation is required for an indefinite-lived intangible |
Insurance Reserves | Insurance Reserves The Company maintains an accrual for professional liability that is included in accounts payable and accrued expenses and other long-term liabilities in the consolidated balance sheets. The expense is included in the selling, general and administrative expenses in the consolidated statement of comprehensive income. The Company determines the adequacy of this accrual by evaluating its historical experience and trends, loss reserves established by the Company’s insurance carriers, management and third-party administrators, and independent actuarial studies. The Company obtains actuarial studies on a semi-annual basis that use the Company’s actual claims data and industry data to assist the Company in determining the adequacy of its reserves each year. For periods between the actuarial studies, the Company records its accruals based on loss rates provided in the most recent actuarial study and management’s review of loss history and trends. In November 2012, the Company established a captive insurance subsidiary, which provides coverage, on an occurrence basis, for professional liability within its nurse and allied solutions segment. Liabilities include provisions for estimated losses incurred but not yet reported (“IBNR”), as well as provisions for known claims. IBNR reserve estimates involve the use of assumptions that are primarily based upon historical loss experience, industry data and other actuarial assumptions. The Company maintains excess insurance coverage through a commercial carrier for losses above the per occurrence retention. The Company maintains an accrual for workers compensation, which is included in accrued compensation and benefits and other long-term liabilities in the consolidated balance sheets. The expense relating to healthcare professionals is included in cost of revenue, while the expense relating to corporate employees is included in the selling, general and administrative expenses in the consolidated statement of comprehensive income. The Company determines the adequacy of this accrual by evaluating its historical experience and trends, loss reserves established by the Company’s insurance carriers and third-party administrators, and independent actuarial studies. The Company obtains actuarial studies on a semi-annual basis that use the Company’s payroll and historical claims data, as well as industry data, to determine the appropriate reserve for both reported claims and IBNR claims for each policy year. For periods between the actuarial studies, the Company records its accruals based on loss rates provided in the most recent actuarial study. |
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 software as a service (“SaaS”)-based technologies, 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. While payment terms vary by the type of customer and the services rendered, the term between invoicing and when payment is due is not significant. During the year ended December 31, 2019 , previously deferred revenue recognized as revenue was $9,972 . The Company recognizes assets from incremental costs to obtain a contract with a customer and costs incurred to fulfill a contract with a customer, which are deferred and amortized using the portfolio approach on a straight line basis over the average period of benefit consistent with the timing of transfer of services to the customer. Aggregate expense for these costs was $11,369 for the year ended December 31, 2019 . 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. |
Accounts Receivable | Accounts Receivable The Company records accounts receivable at the invoiced amount. Accounts receivable are non-interest bearing. The Company maintains an allowance for doubtful accounts based on the Company’s historical write-off experience and an assessment of its customers’ financial conditions. The Company also maintains a sales allowance to reserve for potential credits issued to customers, which is based on the Company’s historical experience. The Company has not experienced material bad debts or sales adjustments during the past three years. |
Concentration of Credit Risk | Concentration of Credit Risk |
Income Taxes | Income Taxes The Company records income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period the changes are enacted. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. The Company recognizes the effect of income tax positions only if it is more likely than not that such positions will be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company’s cash equivalents and restricted cash equivalents and investments approximate their respective fair values due to the short-term nature and liquidity of these financial instruments. The fair value of the Company’s equity investment is determined by using prices for identical or similar investments of the same issuer, which is more fully described in Note (3), “Fair Value Measurement.” As it relates to the Company’s 2024 Notes and 2027 Notes (as both defined in Note (3) below), fair value disclosure is detailed in Note (3), “Fair Value Measurement.” See Note (8), “Notes Payable and Credit Agreement,” for additional information. The fair value of the long-term portion of the Company’s insurance accruals cannot be estimated because the Company cannot reasonably determine the timing of future payments. |
Share-Based Compensation | Share-Based Compensation The Company accounts for its share-based employee compensation plans by expensing the estimated fair value of share-based awards on a straight-line basis over the requisite employee service period, which typically is the vesting period, except for awards granted to retirement-eligible employees, which are expensed on an accelerated basis. Restricted stock units (“RSUs”) typically vest at the end of a three -year vesting period, however, 33% of the awards may vest on the 13 th month anniversary of the grant date and 34% on the second anniversary of the grant date if certain performance targets are met. Share-based compensation cost of RSUs is measured by the market value of the Company’s common stock on the date of grant, and the Company records share-based compensation expense only for those awards that are expected to vest. Performance restricted stock units (“PRSUs”) primarily consist of PRSUs that contain a performance condition dependent on the Company’s adjusted EBITDA margin during the third year of the three -year vesting period, with a range of 0% to 175% of the target amount granted to be issued under the award. Share-based compensation cost for these PRSUs is measured by the market value of the Company’s common stock on the date of grant, and the amount recognized is adjusted for estimated achievement of the performance conditions. A limited amount of PRSUs contain a market condition dependent upon the Company’s relative and absolute total stockholder return over a three -year period, with a range of 0% to 175% of the target amount granted to be issued under the award. Share-based compensation cost for these PRSUs is measured using the Monte-Carlo simulation valuation model and is not adjusted for the achievement, or lack thereof, of the performance conditions. |
Segment Information | Segment Information The Company’s operating segments are identified in the same manner as they are reported internally and used by the Company’s chief operating decision maker for the purpose of evaluating performance and allocating resources. The Company has three reportable segments: (1) nurse and allied solutions, (2) locum tenens solutions, and (3) other workforce solutions. The nurse and allied solutions segment consists of the Company’s nurse, allied, local and labor disruption and rapid response staffing businesses. The locum tenens solutions segment consists of the Company’s locum tenens staffing business. The other workforce solutions segment consists of the following Company businesses (i) physician permanent placement services, (ii) healthcare interim leadership staffing and executive search services, (iii) vendor management systems, (iv) recruitment process outsourcing, (v) education, (vi) revenue cycle solutions, (vii) workforce optimization services, and (viii) credentialing services. 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. |
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 requires 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 adoption did not have a material effect on the Company’s results of operations. There were no other material impacts to the Company’s consolidated financial statements as a result of adopting these updated standards. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Reconciliation of cash, cash equivalents and restricted cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets and related notes to the amounts presented in the accompanying consolidated statements of cash flows. December 31, 2019 December 31, 2018 Cash and cash equivalents $ 82,985 $ 13,856 Restricted cash and cash equivalents (included in other current assets) 18,393 26,329 Restricted cash, cash equivalents and investments 62,170 59,331 Total cash, cash equivalents and restricted cash and investments 163,548 99,516 Less restricted investments (9,586 ) (15,192 ) Total cash, cash equivalents and restricted cash $ 153,962 $ 84,324 |
Computation of basic and diluted net income (loss) per common share | The following table sets forth the computation of basic and diluted net income per common share for the years ended December 31, 2019 , 2018 and 2017 , respectively: Years Ended December 31, 2019 2018 2017 Net income $ 113,988 $ 141,741 $ 132,558 Net income per common share - basic $ 2.44 $ 2.99 $ 2.77 Net income per common share - diluted $ 2.40 $ 2.91 $ 2.68 Weighted average common shares outstanding - basic 46,704 47,371 47,807 Plus dilutive effect of potential common shares 889 1,297 1,623 Weighted average common shares outstanding - diluted 47,593 48,668 49,430 |
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: Years Ended December 31, 2019 2018 2017 Revenue Nurse and allied solutions $ 1,419,965 $ 1,306,516 $ 1,238,543 Locum tenens solutions 324,653 393,366 430,615 Other workforce solutions 477,489 436,192 319,296 $ 2,222,107 $ 2,136,074 $ 1,988,454 Segment operating income Nurse and allied solutions $ 199,806 $ 183,427 $ 182,792 Locum tenens solutions 25,108 41,348 51,422 Other workforce solutions 110,225 104,541 81,154 335,139 329,316 315,368 Unallocated corporate overhead 83,463 74,436 60,412 Depreciation and amortization 58,520 41,237 32,279 Share-based compensation 16,241 10,815 10,237 Interest expense, net, and other 28,427 16,143 19,677 Income before income taxes $ 148,488 $ 186,685 $ 192,763 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of fair value and useful life 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 Fair Value Useful Life (in years) Identifiable intangible assets Customer Relationships $ 68,000 10 Tradenames and Trademarks 10,000 5 Staffing Database 10,300 10 Developed Technology 3,400 3 $ 91,700 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 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 assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value: Fair Value Measurements as of December 31, 2019 Assets (Liabilities) 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 $ 2,508 $ 2,508 $ — $ — Deferred compensation (81,064 ) (81,064 ) — — Commercial paper 59,243 — 59,243 — Acquisition contingent consideration liabilities (23,100 ) — — (23,100 ) Fair Value Measurements as of December 31, 2018 Assets (Liabilities) 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 $ — $ — Deferred compensation (55,720 ) (55,720 ) — — Commercial paper 63,243 — 63,243 — Acquisition contingent consideration liabilities (7,700 ) — — (7,700 ) |
Reconciliation of changes in fair value of contingent consideration liabilities | The following table sets forth a reconciliation of changes in the fair value of contingent consideration liabilities classified as Level 3 in the fair value hierarchy: 2019 2018 Balance as of January 1, $ (7,700 ) $ (2,070 ) Settlement of HealthSource Global contingent consideration liability for year ended December 31, 2016 — 70 Settlement of HealthSource Global contingent consideration liability for year ended December 31, 2017 — 2,000 Settlement of PDA and LFT contingent consideration liability for year ended December 31, 2018 7,000 — Contingent consideration liability from PDA and LFT acquisition on April 6, 2018 — (5,700 ) Contingent consideration liability from MedPartners acquisition on April 9, 2018 — (4,400 ) Contingent consideration liability from Silversheet acquisition on January 30, 2019 (1,500 ) — Contingent consideration liability from Advanced acquisition on June 14, 2019 (10,622 ) — Contingent consideration liability from b4health acquisition on December 19, 2019 (3,100 ) — Change in fair value of contingent consideration liability from PDA and LFT acquisition — (1,300 ) Change in fair value of contingent consideration liability from MedPartners acquisition 700 3,700 Change in fair value of contingent consideration liability from Silversheet acquisition 1,500 — Change in fair value of contingent consideration liability from Advanced acquisition (9,378 ) — Balance as of December 31, $ (23,100 ) $ (7,700 ) |
Fair Value of Financial Instruments | The carrying amounts and estimated fair value of the 2024 Notes and the 2027 Notes, which are more fully described in Note (8), “Notes Payable and Credit Agreement,” are presented in the following table: As of December 31, 2019 As of December 31, 2018 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2024 Notes $ 325,000 $ 337,188 $ 325,000 $ 310,375 2027 Notes 300,000 301,500 — — |
Goodwill and Identifiable Int_2
Goodwill and Identifiable Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of acquired intangible assets by major class | As of December 31, 2019 and 2018 , the Company had the following acquired intangible assets: As of December 31, 2019 As of December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets subject to amortization: Staffing databases $ 35,836 $ (13,369 ) $ 22,467 $ 25,536 $ (10,174 ) $ 15,362 Customer relationships 273,839 (94,206 ) 179,633 201,759 (75,081 ) 126,678 Tradenames and trademarks 126,269 (33,545 ) 92,724 112,769 (22,529 ) 90,240 Non-compete agreements 4,117 (2,035 ) 2,082 2,877 (1,410 ) 1,467 Acquired technology 20,430 (8,262 ) 12,168 8,730 (5,730 ) 3,000 $ 460,491 $ (151,417 ) $ 309,074 $ 351,671 $ (114,924 ) $ 236,747 Intangible assets not subject to amortization: Tradenames and trademarks $ 89,400 $ 89,400 $ 398,474 $ 326,147 |
Schedule of estimated amortization expense | Based on the current amount of intangibles subject to amortization, the estimated future amortization expense as of December 31, 2019 is as follows: Amount Year ending December 31, 2020 $ 44,017 Year ending December 31, 2021 41,735 Year ending December 31, 2022 40,754 Year ending December 31, 2023 39,647 Year ending December 31, 2024 33,400 Thereafter 109,521 $ 309,074 |
Schedule of goodwill | 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, 2018 $ 103,107 $ 19,743 $ 217,746 $ 340,596 Goodwill from MedPartners acquisition — — 81,113 81,113 Goodwill from PDA and LFT acquisition — — 16,797 16,797 Balance, December 31, 2018 103,107 19,743 315,656 438,506 Goodwill adjustment for MedPartners acquisition — — 23 23 Goodwill adjustment for PDA and LFT acquisition — — (14 ) (14 ) Goodwill from Silversheet acquisition — — 23,537 23,537 Goodwill from Advanced acquisition 119,839 — — 119,839 Goodwill from b4health acquisition — — 13,660 13,660 Balance, December 31, 2019 $ 222,946 $ 19,743 $ 352,862 $ 595,551 Accumulated impairment loss as of $ 154,444 $ 53,940 $ 6,555 $ 214,939 |
(Tables)
(Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Supplemental Cash Flow Disclosures Related to Leases | The components of lease expense were as follows: Year Ended December 31, 2019 Lease Cost Operating lease cost $ 18,725 Short-term lease cost 20,112 Variable and other lease cost 2,880 Net lease cost $ 41,717 Supplemental cash flow information related to leases was as follows: Year Ended December 31, 2019 Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) $ 17,817 Operating lease right-of-use assets obtained in exchange for lease obligations $ — |
Maturity of Lease Liabilities | The maturities of lease liabilities as of December 31, 2019 were as follows: Operating Leases Years ending December 31, 2020 $ 18,651 2021 18,599 2022 18,227 2023 17,895 2024 16,711 Thereafter 33,666 Total lease payments $ 123,749 Less imputed interest (18,597 ) Present value of lease liabilities $ 105,152 |
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) | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Consolidated balance sheet details | The consolidated balance sheets detail is as follows as of December 31, 2019 and 2018 : As of December 31, 2019 2018 Other current assets: Restricted cash and cash equivalents $ 18,393 $ 26,329 Income taxes receivable 5,984 799 Other 16,069 12,759 Other current assets $ 40,446 $ 39,887 Fixed assets: Furniture and equipment $ 37,315 $ 34,211 Technology and software 191,050 162,006 Leasehold improvements 9,367 8,615 237,732 204,832 Accumulated depreciation (132,900 ) (114,413 ) Fixed assets, net $ 104,832 $ 90,419 Accounts payable and accrued expenses: Trade accounts payable $ 26,985 $ 31,537 Subcontractor payable 75,562 50,892 Accrued expenses 36,344 30,236 Loss contingencies 6,146 24,549 Professional liability reserve 7,925 8,633 Other 3,178 3,756 Accounts payable and accrued expenses $ 156,140 $ 149,603 Accrued compensation and benefits: Accrued payroll $ 47,381 $ 42,571 Accrued bonuses and commissions 22,613 18,021 Accrued travel expense 2,459 3,417 Health insurance reserve 4,019 3,559 Workers compensation reserve 8,782 7,817 Deferred compensation 81,064 55,720 Other 4,614 3,954 Accrued compensation and benefits $ 170,932 $ 135,059 Other current liabilities: Acquisition related liabilities $ 20,000 $ 7,918 Other 5,302 2,325 Other current liabilities $ 25,302 $ 10,243 Other long-term liabilities: Workers compensation reserve $ 18,291 $ 19,454 Professional liability reserve 34,606 38,324 Deferred rent — 15,012 Unrecognized tax benefits 5,431 4,862 Other 3,485 876 Other long-term liabilities $ 61,813 $ 78,528 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes from continuing operations | The provision for income taxes from operations for the years ended December 31, 2019 , 2018 and 2017 consists of the following: Years Ended December 31, 2019 2018 2017 Current income taxes: Federal $ 25,255 $ 33,564 $ 45,899 State 8,332 12,047 8,699 Total 33,587 45,611 54,598 Deferred income taxes: Federal 625 (1,372 ) 1,754 State 288 705 3,853 Total 913 (667 ) 5,607 Provision for income taxes from operations $ 34,500 $ 44,944 $ 60,205 |
Schedule of income tax reconciliation | The Company’s income tax expense differs from the amount that would have resulted from applying the federal statutory rate of 21% for both 2019 and 2018 and 35% for 2017 to pretax income from operations because of the effect of the following items during the years ended December 31, 2019 , 2018 and 2017 : Years Ended December 31, 2019 2018 2017 Tax expense at federal statutory rate $ 31,253 $ 39,272 $ 67,467 State taxes, net of federal benefit 6,810 9,902 7,880 Non-deductible expenses 3,840 2,956 3,849 Share-based compensation (4,770 ) (4,343 ) (4,889 ) Corporate tax rate change impact on deferred income taxes — — (14,039 ) Unrecognized tax benefit (207 ) 413 (1,175 ) Other, net (2,426 ) (3,256 ) 1,112 Income tax expense from operations $ 34,500 $ 44,944 $ 60,205 |
Schedule of deferred tax assets and liabilities | The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are presented below as of the years ended December 31, 2019 and 2018 : Years Ended December 31, 2019 2018 Deferred tax assets: Stock compensation $ 5,848 $ 6,606 Deferred compensation 20,564 13,869 Accrued expenses 18,572 21,643 Deferred rent — 4,000 Operating lease liabilities 27,206 — Net operating losses 3,448 1,846 Other 570 1,030 Total deferred tax assets $ 76,208 $ 48,994 Deferred tax liabilities: Intangibles $ (71,646 ) $ (51,493 ) Fixed assets (22,896 ) (19,802 ) Operating lease right-of-use assets (23,234 ) — Other (5,050 ) (5,025 ) Total deferred tax liabilities $ (122,826 ) $ (76,320 ) Valuation allowance $ — $ — Net deferred tax liabilities $ (46,618 ) $ (27,326 ) |
Schedule of unrecognized tax benefits | A summary of the changes in the amount of unrecognized tax benefits (excluding interest and penalties) for 2019 , 2018 and 2017 is as follows: 2019 2018 2017 Beginning balance of unrecognized tax benefits $ 4,393 $ 4,663 $ 6,842 Additions based on tax positions related to the current year 588 475 513 Additions based on tax positions of prior years 990 753 731 Reductions due to lapse of applicable statute of limitation (1,034 ) (547 ) (949 ) Settlements — (951 ) (2,474 ) Ending balance of unrecognized tax benefits $ 4,937 $ 4,393 $ 4,663 |
Notes Payable and Credit Agre_2
Notes Payable and Credit Agreement (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding debt | Outstanding debt balances as of December 31, 2019 and 2018 consisted of the following: As of December 31, 2019 2018 Senior Credit Facility — 120,000 2024 Notes 325,000 325,000 2027 Notes 300,000 — Total debt outstanding 625,000 445,000 Less unamortized fees (7,841 ) (4,393 ) Long-term portion of notes payable $ 617,159 $ 440,607 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of RSU and PRSU activity for non-vested awards | The following table summarizes RSU and PRSU activity for non-vested awards for the years ended December 31, 2019 , 2018 and 2017 : Number of Shares Weighted Average Grant Date Fair Value per Share Unvested at January 1, 2016 1,075 $ 22.14 Granted—RSUs 166 $ 40.73 Granted—PRSUs (1) 317 $ 27.51 Vested (637 ) $ 16.88 Canceled/forfeited/expired (66 ) $ 30.02 Unvested at December 31, 2017 855 $ 30.98 Granted—RSUs 279 $ 53.73 Granted—PRSUs (1) 266 $ 35.28 Vested (499 ) $ 23.04 Canceled/forfeited/expired (83 ) $ 42.32 Unvested at December 31, 2018 818 $ 43.84 Granted—RSUs 191 $ 54.99 Granted—PRSUs (1) 201 $ 48.32 Vested (400 ) $ 35.46 Canceled/forfeited/expired (52 ) $ 41.09 Unvested at December 31, 2019 758 $ 52.45 (1) PRSUs granted included both the PRSUs granted during the year at the target amount and the additional shares of prior period granted PRSUs vested during the year in excess of the target shares. |
Schedule of stock option and SAR activity | A summary of stock option and SAR activity under the Equity Plan and Other Plans are as follows: Number Outstanding Weighted- Average Exercise Price per Share Outstanding at December 31, 2016 286 $ 9.67 Granted — $ — Exercised (24 ) $ 18.85 Canceled/forfeited/expired — $ — Outstanding at December 31, 2017 262 $ 8.81 Granted — $ — Exercised (35 ) $ 10.12 Canceled/forfeited/expired — $ — Outstanding at December 31, 2018 227 $ 8.61 Granted — $ — Exercised (215 ) $ 8.67 Canceled/forfeited/expired — $ — Outstanding at December 31, 2019 12 $ 7.51 Vested and expected to vest at December 31, 2019 12 $ 7.51 Exercisable at December 31, 2019 12 $ 7.51 |
Schedule of share-based compensation expense | Total share-based compensation expense for the years ended December 31, 2019 , 2018 and 2017 was as follows: Years Ended December 31, 2019 2018 2017 Share-based employee compensation, before tax $ 16,241 $ 10,815 $ 10,237 Related income tax benefits (4,223 ) (2,812 ) (3,985 ) Share-based employee compensation, net of tax $ 12,018 $ 8,003 $ 6,252 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | Year Ended December 31, 2019 First Quarter Second Quarter Third Quarter Fourth Quarter Total Year (In thousands, except per share data) Revenue $ 532,441 $ 535,177 $ 567,597 $ 586,892 $ 2,222,107 Gross profit $ 176,759 $ 179,542 $ 190,031 $ 197,133 $ 743,465 Net income $ 34,122 $ 28,869 $ 23,515 $ 27,482 $ 113,988 Net income per share from: Basic $ 0.73 $ 0.62 $ 0.50 $ 0.59 $ 2.44 Diluted $ 0.71 $ 0.61 $ 0.49 $ 0.58 $ 2.40 Year Ended December 31, 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Total Year (In thousands, except per share data) Revenue $ 522,489 $ 558,108 $ 526,842 $ 528,635 $ 2,136,074 Gross profit $ 167,824 $ 180,956 $ 175,147 $ 172,456 $ 696,383 Net income $ 42,681 $ 35,529 $ 27,918 $ 35,613 $ 141,741 Net income per share from: Basic $ 0.89 $ 0.75 $ 0.59 $ 0.76 $ 2.99 Diluted $ 0.87 $ 0.73 $ 0.58 $ 0.74 $ 2.91 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash, Cash Equivalents and Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 82,985 | $ 13,856 | ||
Restricted cash and cash equivalents (included in other current assets) | 18,393 | 26,329 | ||
Restricted cash, cash equivalents and investments | 62,170 | 59,331 | ||
Total cash, cash equivalents and restricted cash and investments | 163,548 | 99,516 | ||
Less restricted investments | (9,586) | (15,192) | ||
Total cash, cash equivalents and restricted cash | $ 153,962 | $ 84,324 | $ 98,894 | $ 51,028 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Fixed Assets (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Furniture, Equipment and Technology and Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | 3 years |
Furniture, Equipment and Technology and Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | 10 years |
Software Development | Minimum | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | 3 years |
Software Development | Maximum | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Revenue Recognition (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Accounting Policies [Abstract] | |
Previously deferred revenue recognized during period | $ 9,972 |
Incremental cost to obtain and fulfill contract | $ 11,369 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Concentration Risk [Line Items] | |||
Restricted cash, cash equivalents and investments | $ 62,170 | $ 59,331 | |
Healthcare System | Consolidated Revenue | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 13.00% | 13.00% | 13.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Share-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Performance Shares, EBITDA-Based | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Period for relative and absolute shareholder return | 3 years |
Performance Shares, Shareholder Return-Based | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Period for relative and absolute shareholder return | 3 years |
Minimum | Performance Shares, EBITDA-Based | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percent of target amount granted to be issued | 0.00% |
Minimum | Performance Shares, Shareholder Return-Based | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percent of target amount granted to be issued | 0.00% |
Maximum | Performance Shares, EBITDA-Based | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percent of target amount granted to be issued | 175.00% |
Maximum | Performance Shares, Shareholder Return-Based | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percent of target amount granted to be issued | 175.00% |
Vesting Period, Thirteen Month Aniversary of Grant Date | Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 33.00% |
Vesting anniversary term | 13 months |
Vesting Period, Second Anniversary of Grant Date | Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 34.00% |
Vesting anniversary term | 2 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Net Income per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Computation of Basic and Diluted Net Income Per Common Share [Abstract] | |||||||||||
Net income | $ 27,482 | $ 23,515 | $ 28,869 | $ 34,122 | $ 35,613 | $ 27,918 | $ 35,529 | $ 42,681 | $ 113,988 | $ 141,741 | $ 132,558 |
Net income per common share - basic (in dollars per share) | $ 0.59 | $ 0.50 | $ 0.62 | $ 0.73 | $ 0.76 | $ 0.59 | $ 0.75 | $ 0.89 | $ 2.44 | $ 2.99 | $ 2.77 |
Net income per common share - diluted (in dollars per share) | $ 0.58 | $ 0.49 | $ 0.61 | $ 0.71 | $ 0.74 | $ 0.58 | $ 0.73 | $ 0.87 | $ 2.40 | $ 2.91 | $ 2.68 |
Weighted average common shares outstanding - basic (shares) | 46,704 | 47,371 | 47,807 | ||||||||
Plus dilutive effect of potential common shares (shares) | 889 | 1,297 | 1,623 | ||||||||
Weighted average common shares outstanding - diluted (shares) | 47,593 | 48,668 | 49,430 | ||||||||
Stock Compensation Plan | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock excluded from calculation of EPS (shares) | 43 | 23 | 20 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Segment Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Accounting Policies [Abstract] | |||||||||||
Number of reportable segments | segment | 3 | ||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | $ 586,892 | $ 567,597 | $ 535,177 | $ 532,441 | $ 528,635 | $ 526,842 | $ 558,108 | $ 522,489 | $ 2,222,107 | $ 2,136,074 | $ 1,988,454 |
Segment operating income | 176,915 | 202,828 | 212,440 | ||||||||
Depreciation and amortization | 58,520 | 41,237 | 32,279 | ||||||||
Share-based compensation | 16,241 | 10,815 | 10,237 | ||||||||
Interest expense, net, and other | 28,427 | 16,143 | 19,677 | ||||||||
Income before income taxes | 148,488 | 186,685 | 192,763 | ||||||||
Operating Segments | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 2,222,107 | 2,136,074 | 1,988,454 | ||||||||
Segment operating income | 335,139 | 329,316 | 315,368 | ||||||||
Operating Segments | Nurse and Allied Solutions | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 1,419,965 | 1,306,516 | 1,238,543 | ||||||||
Segment operating income | 199,806 | 183,427 | 182,792 | ||||||||
Operating Segments | Locum Tenens Solutions | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 324,653 | 393,366 | 430,615 | ||||||||
Segment operating income | 25,108 | 41,348 | 51,422 | ||||||||
Operating Segments | Other Workforce Solutions | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 477,489 | 436,192 | 319,296 | ||||||||
Segment operating income | 110,225 | 104,541 | 81,154 | ||||||||
Corporate, Non-Segment | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Unallocated corporate overhead | $ 83,463 | $ 74,436 | $ 60,412 | ||||||||
Managed Services Program Arrangements | Nurse and Allied Solutions | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue from program arrangements, percent | 63.00% | 62.00% | 58.00% | ||||||||
Managed Services Program Arrangements | Locum Tenens Solutions | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue from program arrangements, percent | 23.00% | 17.00% | 13.00% | ||||||||
Managed Services Program Arrangements | Other Workforce Solutions | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue from program arrangements, percent | 8.00% | 7.00% | 8.00% |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Recognition of lease liabilities | $ 105,152 | |
Operating lease right-of-use assets | $ 89,866 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Recognition of lease liabilities | $ 114,807 | |
Operating lease right-of-use assets | 99,525 | |
Derecognition of existing deferred rent liabilities | $ 15,302 |
Acquisitions (Details)
Acquisitions (Details) | Dec. 19, 2019USD ($) | Jun. 14, 2019USD ($) | Jan. 30, 2019USD ($) | Apr. 09, 2018USD ($) | Apr. 06, 2018USD ($)aquisition | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)aquisition | Feb. 09, 2018USD ($) |
Business Combination, Description | |||||||||||||
Number of acquisitions | aquisition | 5 | ||||||||||||
Cash consideration | $ 247,906,000 | $ 217,360,000 | $ 0 | ||||||||||
Additional cash paid for working capital adjustment settlement | 0 | 0 | 1,500,000 | ||||||||||
Goodwill | 595,551,000 | 438,506,000 | 340,596,000 | $ 595,551,000 | |||||||||
Earn-out settlement for prior acquisition | 5,700,000 | 1,713,000 | 3,677,000 | ||||||||||
Nurse and Allied Solutions | |||||||||||||
Business Combination, Description | |||||||||||||
Goodwill | 222,946,000 | 103,107,000 | 103,107,000 | 222,946,000 | |||||||||
Locum Tenens Solutions | |||||||||||||
Business Combination, Description | |||||||||||||
Goodwill | 19,743,000 | 19,743,000 | 19,743,000 | 19,743,000 | |||||||||
Other Workforce Solutions | |||||||||||||
Business Combination, Description | |||||||||||||
Goodwill | $ 352,862,000 | $ 315,656,000 | $ 217,746,000 | $ 352,862,000 | |||||||||
b4health acquisition | |||||||||||||
Business Combination, Description | |||||||||||||
Purchase price of the acquisition | $ 23,006,000 | ||||||||||||
Cash consideration | 19,906,000 | ||||||||||||
Fair value of contingent earn-out | 3,100,000 | ||||||||||||
Contingent earn-out based on future operating performance (up to) | 12,000,000 | ||||||||||||
Fair value of tangible assets acquired | 1,169,000 | ||||||||||||
Cash received | 222,000 | ||||||||||||
Liabilities assumed | 823,000 | ||||||||||||
Identified intangible assets | 9,000,000 | ||||||||||||
Goodwill expected to be tax deductible | $ 13,660,000 | ||||||||||||
Weighted average useful life of intangible assets | 7 years | ||||||||||||
b4health acquisition | Developed Technology | |||||||||||||
Business Combination, Description | |||||||||||||
Identified intangible assets | $ 3,000,000 | ||||||||||||
b4health acquisition | Trademarks | |||||||||||||
Business Combination, Description | |||||||||||||
Identified intangible assets | 2,000,000 | ||||||||||||
b4health acquisition | Customer Relationships | |||||||||||||
Business Combination, Description | |||||||||||||
Identified intangible assets | $ 4,000,000 | ||||||||||||
Advanced Acquisition | |||||||||||||
Business Combination, Description | |||||||||||||
Purchase price of the acquisition | $ 211,743,000 | $ 211,816,000 | |||||||||||
Cash consideration | 201,121,000 | $ 73,000 | |||||||||||
Fair value of contingent earn-out | 10,622,000 | ||||||||||||
Contingent earn-out based on future operating performance (up to) | 20,000,000 | ||||||||||||
Fair value of tangible assets acquired | 29,035,000 | ||||||||||||
Cash received | 2,497,000 | ||||||||||||
Liabilities assumed | 28,758,000 | ||||||||||||
Identified intangible assets | 91,700,000 | ||||||||||||
Goodwill | 119,839,000 | ||||||||||||
Goodwill expected to be tax deductible | $ 57,121,000 | ||||||||||||
Weighted average useful life of intangible assets | 9 years | ||||||||||||
Advanced Acquisition | Developed Technology | |||||||||||||
Business Combination, Description | |||||||||||||
Identified intangible assets | $ 3,400,000 | ||||||||||||
Useful life | 3 years | ||||||||||||
Advanced Acquisition | Tradenames and Trademarks | |||||||||||||
Business Combination, Description | |||||||||||||
Identified intangible assets | $ 10,000,000 | ||||||||||||
Useful life | 5 years | ||||||||||||
Advanced Acquisition | Customer Relationships | |||||||||||||
Business Combination, Description | |||||||||||||
Identified intangible assets | $ 68,000,000 | ||||||||||||
Useful life | 10 years | ||||||||||||
Advanced Acquisition | Staffing Database | |||||||||||||
Business Combination, Description | |||||||||||||
Identified intangible assets | $ 10,300,000 | ||||||||||||
Useful life | 10 years | ||||||||||||
Silversheet, Inc. Acquisition | |||||||||||||
Business Combination, Description | |||||||||||||
Purchase price of the acquisition | $ 31,676,000 | ||||||||||||
Cash consideration | 30,176,000 | ||||||||||||
Fair value of contingent earn-out | 1,500,000 | ||||||||||||
Contingent earn-out based on future operating performance (up to) | 25,000,000 | ||||||||||||
Fair value of tangible assets acquired | 2,826,000 | ||||||||||||
Cash received | 651,000 | ||||||||||||
Liabilities assumed | 1,567,000 | ||||||||||||
Identified intangible assets | 6,880,000 | ||||||||||||
Goodwill | $ 23,537,000 | ||||||||||||
Weighted average useful life of intangible assets | 8 years | ||||||||||||
Silversheet, Inc. Acquisition | Developed Technology | |||||||||||||
Business Combination, Description | |||||||||||||
Identified intangible assets | $ 5,300,000 | ||||||||||||
Silversheet, Inc. Acquisition | Trademarks | |||||||||||||
Business Combination, Description | |||||||||||||
Identified intangible assets | 1,500,000 | ||||||||||||
Silversheet, Inc. Acquisition | Based on operating results for the twelve months ending December 31, 2019 | |||||||||||||
Business Combination, Description | |||||||||||||
Contingent earn-out based on future operating performance (up to) | 6,000,000 | ||||||||||||
Silversheet, Inc. Acquisition | Based on operating results for the twelve months ending December 31, 2020 | |||||||||||||
Business Combination, Description | |||||||||||||
Contingent earn-out based on future operating performance (up to) | $ 19,000,000 | ||||||||||||
MedPartners Acquisition | |||||||||||||
Business Combination, Description | |||||||||||||
Purchase price of the acquisition | $ 200,933,000 | $ 200,711,000 | |||||||||||
Cash consideration | 196,533,000 | ||||||||||||
Fair value of contingent earn-out | 4,400,000 | ||||||||||||
Contingent earn-out based on future operating performance (up to) | 20,000,000 | ||||||||||||
Final working capital settlement | $ 222,000 | ||||||||||||
Fair value of tangible assets acquired | 28,508,000 | ||||||||||||
Cash received | 8,403,000 | ||||||||||||
Liabilities assumed | 11,933,000 | ||||||||||||
Identified intangible assets | 103,000,000 | ||||||||||||
Goodwill | $ 81,136,000 | ||||||||||||
Weighted average useful life of intangible assets | 16 years | ||||||||||||
MedPartners Acquisition | Tradenames and Trademarks | |||||||||||||
Business Combination, Description | |||||||||||||
Identified intangible assets | $ 46,000,000 | ||||||||||||
Useful life | 20 years | 5 years | |||||||||||
MedPartners Acquisition | Customer Relationships | |||||||||||||
Business Combination, Description | |||||||||||||
Identified intangible assets | $ 57,000,000 | ||||||||||||
Useful life | 12 years | ||||||||||||
MedPartners Acquisition | Based on operating results for the twelve months ending December 31, 2019 | |||||||||||||
Business Combination, Description | |||||||||||||
Contingent earn-out based on future operating performance (up to) | $ 10,000,000 | ||||||||||||
MedPartners Acquisition | Based on operating results for the twelve months ending December 31, 2020 | |||||||||||||
Business Combination, Description | |||||||||||||
Contingent earn-out based on future operating performance (up to) | $ 10,000,000 | ||||||||||||
PDA and LFT | |||||||||||||
Business Combination, Description | |||||||||||||
Number of acquisitions | aquisition | 2 | ||||||||||||
Purchase price of the acquisition | $ 35,968,000 | $ 35,503,000 | |||||||||||
Cash consideration | 30,268,000 | ||||||||||||
Fair value of contingent earn-out | 5,700,000 | ||||||||||||
Contingent earn-out based on future operating performance (up to) | 7,000,000 | ||||||||||||
Final working capital settlement | $ 465,000 | ||||||||||||
Fair value of tangible assets acquired | 4,389,000 | ||||||||||||
Cash received | 351,000 | ||||||||||||
Liabilities assumed | 4,779,000 | ||||||||||||
Identified intangible assets | 19,110,000 | ||||||||||||
Goodwill | $ 16,783,000 | ||||||||||||
Weighted average useful life of intangible assets | 12 years | ||||||||||||
PDA and LFT | Trademarks | |||||||||||||
Business Combination, Description | |||||||||||||
Identified intangible assets | $ 5,400,000 | ||||||||||||
PDA and LFT | Customer Relationships | |||||||||||||
Business Combination, Description | |||||||||||||
Identified intangible assets | 8,000,000 | ||||||||||||
PDA and LFT | Staffing Database | |||||||||||||
Business Combination, Description | |||||||||||||
Identified intangible assets | $ 5,710,000 | ||||||||||||
Revolving Credit Facility | Line of Credit | |||||||||||||
Business Combination, Description | |||||||||||||
Maximum borrowing capacity | $ 400,000,000 | ||||||||||||
Secured Debt | Line of Credit | |||||||||||||
Business Combination, Description | |||||||||||||
Maximum borrowing capacity | $ 150,000,000 |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Jun. 14, 2019 | Apr. 09, 2018 | Sep. 30, 2019 |
Advanced Acquisition | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair Value | $ 91,700 | ||
Advanced Acquisition | Customer Relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair Value | $ 68,000 | ||
Useful Life | 10 years | ||
Advanced Acquisition | Tradenames and Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair Value | $ 10,000 | ||
Useful Life | 5 years | ||
Advanced Acquisition | Staffing Database | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair Value | $ 10,300 | ||
Useful Life | 10 years | ||
Advanced Acquisition | Developed Technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair Value | $ 3,400 | ||
Useful Life | 3 years | ||
MedPartners Acquisition | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair Value | $ 103,000 | ||
MedPartners Acquisition | Customer Relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair Value | $ 57,000 | ||
Useful Life | 12 years | ||
MedPartners Acquisition | Tradenames and Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair Value | $ 46,000 | ||
Useful Life | 20 years | 5 years |
Fair Value Measurement - (Detai
Fair Value Measurement - (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 01, 2019 | Oct. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Asset impairment charges | $ 0 | $ 0 | $ 0 | ||
Fair Value, 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, Recurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Commercial paper - total | 59,243,000 | 63,243,000 | |||
Commercial paper | Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Commercial paper - total | 59,243,000 | 63,243,000 | |||
Commercial paper - AFS securities | $ 9,586,000 | $ 15,192,000 | |||
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% | ||||
4.625% Senior Notes due 2027 | Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate | 4.625% |
Fair Value Measurement - Financ
Fair Value Measurement - Financial Assets and (Liabilities) (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) measured at fair value on a recurring basis | $ 2,508 | $ 2,461 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) measured at fair value on a recurring basis | 59,243 | 63,243 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) measured at fair value on a recurring basis | 2,508 | 2,461 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) measured at fair value on a recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) measured at fair value on a recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) measured at fair value on a recurring basis | 59,243 | 63,243 |
Debt Securities, Available-for-sale | 9,586 | 15,192 |
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) measured at fair value on a recurring basis | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) measured at fair value on a recurring basis | 0 | 0 |
Deferred compensation | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) measured at fair value on a recurring basis | (81,064) | (55,720) |
Deferred compensation | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) measured at fair value on a recurring basis | (81,064) | (55,720) |
Deferred compensation | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) measured at fair value on a recurring basis | 0 | 0 |
Deferred compensation | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) measured at fair value on a recurring basis | 0 | 0 |
Acquisition contingent consideration liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) measured at fair value on a recurring basis | (23,100) | (7,700) |
Acquisition contingent consideration liabilities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) measured at fair value on a recurring basis | 0 | 0 |
Acquisition contingent consideration liabilities | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) measured at fair value on a recurring basis | 0 | 0 |
Acquisition contingent consideration liabilities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets (liabilities) measured at fair value on a recurring basis | $ (23,100) | $ (7,700) |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of Changes in Contingent Consideration Liabilities (Details) - Level 3 - Contingent consideration liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ (7,700) | $ (2,070) |
Ending balance | (23,100) | (7,700) |
PDA and LFT | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Settlement earn-out | 7,000 | 0 |
Contingent consideration earn-out liability from acquisition | 0 | (5,700) |
Change in fair value of contingent consideration earn-out liability from acquisition | 0 | (1,300) |
MedPartners | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent consideration earn-out liability from acquisition | 0 | (4,400) |
Change in fair value of contingent consideration earn-out liability from acquisition | 700 | 3,700 |
Silversheet, Inc. | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent consideration earn-out liability from acquisition | (1,500) | 0 |
Change in fair value of contingent consideration earn-out liability from acquisition | 1,500 | 0 |
Advanced | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent consideration earn-out liability from acquisition | (10,622) | 0 |
Change in fair value of contingent consideration earn-out liability from acquisition | (9,378) | 0 |
b4health | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent consideration earn-out liability from acquisition | (3,100) | 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 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 earn-out | $ 0 | $ 2,000 |
Fair Value Measurement - Reco_2
Fair Value Measurement - Reconciliation of Equity Investments Included in Net Income (Details) - Significant Other Observable Inputs (Level 2) - Fair Value, Nonrecurring $ in Thousands | Dec. 31, 2019USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity investment, beginning balance | $ 15,449 |
Equity investment, ending balance | $ 15,449 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value of Financial Instruments (Details) - Senior Notes - USD ($) $ in Thousands | Dec. 31, 2019 | Oct. 01, 2019 | Dec. 31, 2018 |
2024 Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying amount of notes | $ 325,000 | $ 325,000 | |
Fair value of notes | 337,188 | 310,375 | |
2027 Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying amount of notes | 300,000 | $ 300,000 | 0 |
Fair value of notes | $ 301,500 | $ 0 |
Goodwill and Identifiable Int_3
Goodwill and Identifiable Intangible Assets - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 460,491 | $ 351,671 |
Accumulated Amortization | (151,417) | (114,924) |
Net Carrying Amount | 309,074 | 236,747 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets excluding goodwill | 398,474 | 326,147 |
Tradenames and trademarks | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Tradenames and trademarks | 89,400 | 89,400 |
Staffing databases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 35,836 | 25,536 |
Accumulated Amortization | (13,369) | (10,174) |
Net Carrying Amount | 22,467 | 15,362 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 273,839 | 201,759 |
Accumulated Amortization | (94,206) | (75,081) |
Net Carrying Amount | 179,633 | 126,678 |
Tradenames and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 126,269 | 112,769 |
Accumulated Amortization | (33,545) | (22,529) |
Net Carrying Amount | 92,724 | 90,240 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,117 | 2,877 |
Accumulated Amortization | (2,035) | (1,410) |
Net Carrying Amount | 2,082 | 1,467 |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 20,430 | 8,730 |
Accumulated Amortization | (8,262) | (5,730) |
Net Carrying Amount | $ 12,168 | $ 3,000 |
Goodwill and Identifiable Int_4
Goodwill and Identifiable Intangible Assets - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Aggregate amortization expense, intangible assets | $ 36,493 | $ 24,239 |
Year ending December 31, 2020 | 44,017 | |
Year ending December 31, 2021 | 41,735 | |
Year ending December 31, 2022 | 40,754 | |
Year ending December 31, 2023 | 39,647 | |
Year ending December 31, 2024 | 33,400 | |
Thereafter | 109,521 | |
Net Carrying Amount | $ 309,074 | $ 236,747 |
Goodwill and Identifiable Int_5
Goodwill and Identifiable Intangible Assets - Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Beginning Balance | $ 438,506 | $ 340,596 |
Ending Balance | 595,551 | 438,506 |
Accumulated impairment loss | 214,939 | 214,939 |
Nurse and Allied Solutions | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 103,107 | 103,107 |
Ending Balance | 222,946 | 103,107 |
Accumulated impairment loss | 154,444 | 154,444 |
Locum Tenens Solutions | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 19,743 | 19,743 |
Ending Balance | 19,743 | 19,743 |
Accumulated impairment loss | 53,940 | 53,940 |
Other Workforce Solutions | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 315,656 | 217,746 |
Ending Balance | 352,862 | 315,656 |
Accumulated impairment loss | 6,555 | 6,555 |
MedPartners Acquisition | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | 81,113 | |
Goodwill adjustment for acquisition | 23 | |
MedPartners Acquisition | Other Workforce Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | 81,113 | |
Goodwill adjustment for acquisition | 23 | |
PDA and LFT | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | 16,797 | |
Goodwill adjustment for acquisition | (14) | |
PDA and LFT | Other Workforce Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | $ 16,797 | |
Goodwill adjustment for acquisition | (14) | |
Silversheet, Inc. | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | 23,537 | |
Silversheet, Inc. | Other Workforce Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | 23,537 | |
Advanced | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | 119,839 | |
Advanced | Nurse and Allied Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | 119,839 | |
b4health | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | 13,660 | |
b4health | Other Workforce Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | $ 13,660 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Leases [Abstract] | |||
Option to extend, term | 10 years | ||
Option to terminate, term | 3 years | ||
Lessee, Lease, Description [Line Items] | |||
Rent expense | $ 21,402 | $ 20,529 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 1 year |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 18,725 |
Short-term lease cost | 20,112 |
Variable and other lease cost | 2,880 |
Net lease cost | $ 41,717 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 18,651 |
2021 | 18,599 |
2022 | 18,227 |
2023 | 17,895 |
2024 | 16,711 |
Thereafter | 33,666 |
Total lease payments | 123,749 |
Less imputed interest | (18,597) |
Present value of lease liabilities | $ 105,152 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Regarding Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 17,817 |
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) | Dec. 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 |
Balance Sheet Details (Details)
Balance Sheet Details (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other current assets: | ||
Restricted cash and cash equivalents | $ 18,393 | $ 26,329 |
Income taxes receivable | 5,984 | 799 |
Other | 16,069 | 12,759 |
Other current assets | 40,446 | 39,887 |
Fixed assets: | ||
Furniture and equipment | 37,315 | 34,211 |
Technology and software | 191,050 | 162,006 |
Leasehold improvements | 9,367 | 8,615 |
Fixed assets, gross | 237,732 | 204,832 |
Accumulated depreciation | (132,900) | (114,413) |
Fixed assets, net | 104,832 | 90,419 |
Accounts payable and accrued expenses: | ||
Trade accounts payable | 26,985 | 31,537 |
Subcontractor payable | 75,562 | 50,892 |
Accrued expenses | 36,344 | 30,236 |
Loss contingencies | 6,146 | 24,549 |
Professional liability reserve | 7,925 | 8,633 |
Other | 3,178 | 3,756 |
Accounts payable and accrued expenses | 156,140 | 149,603 |
Accrued compensation and benefits: | ||
Accrued payroll | 47,381 | 42,571 |
Accrued bonuses and commissions | 22,613 | 18,021 |
Accrued travel expense | 2,459 | 3,417 |
Health insurance reserve | 4,019 | 3,559 |
Workers compensation reserve | 8,782 | 7,817 |
Deferred compensation | 81,064 | 55,720 |
Other | 4,614 | 3,954 |
Accrued compensation and benefits | 170,932 | 135,059 |
Other current liabilities: | ||
Acquisition related liabilities | 20,000 | 7,918 |
Other | 5,302 | 2,325 |
Other current liabilities | 25,302 | 10,243 |
Other long-term liabilities: | ||
Workers compensation reserve | 18,291 | 19,454 |
Professional liability reserve | 34,606 | 38,324 |
Deferred rent | 15,012 | |
Unrecognized tax benefits | 5,431 | 4,862 |
Other | 3,485 | 876 |
Other long-term liabilities | $ 61,813 | $ 78,528 |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current income taxes: | |||
Federal | $ 25,255,000 | $ 33,564,000 | $ 45,899,000 |
State | 8,332,000 | 12,047,000 | 8,699,000 |
Total | 33,587,000 | 45,611,000 | 54,598,000 |
Deferred income taxes: | |||
Federal | 625,000 | (1,372,000) | 1,754,000 |
State | 288,000 | 705,000 | 3,853,000 |
Total | 913,000 | (667,000) | 5,607,000 |
Income tax expense from operations | $ 34,500,000 | $ 44,944,000 | $ 60,205,000 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income tax reconciliation | |||
Tax expense at federal statutory rate | $ 31,253 | $ 39,272 | $ 67,467 |
State taxes, net of federal benefit | 6,810 | 9,902 | 7,880 |
Non-deductible expenses | 3,840 | 2,956 | 3,849 |
Share-based compensation | (4,770) | (4,343) | (4,889) |
Corporate tax rate change impact on deferred income taxes | 0 | 0 | (14,039) |
Unrecognized tax benefit | (207) | 413 | (1,175) |
Other, net | (2,426) | (3,256) | 1,112 |
Income tax expense from operations | 34,500 | 44,944 | 60,205 |
Accounting Standards Update 2016-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Tax benefits related to excess tax benefit on share-bases compensation | $ 5,915 | $ 5,401 | $ 5,449 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | ||
Stock compensation | $ 5,848 | $ 6,606 |
Deferred compensation | 20,564 | 13,869 |
Accrued expenses | 18,572 | 21,643 |
Deferred rent | 0 | 4,000 |
Operating lease liabilities | 27,206 | |
Net operating losses | 3,448 | 1,846 |
Other | 570 | 1,030 |
Total deferred tax assets | 76,208 | 48,994 |
Deferred tax liabilities | ||
Intangibles | (71,646) | (51,493) |
Fixed assets | (22,896) | (19,802) |
Operating lease right-of-use assets | (23,234) | |
Other | (5,050) | (5,025) |
Total deferred tax liabilities | (122,826) | (76,320) |
Valuation allowance | 0 | 0 |
Net deferred tax liabilities | $ (46,618) | $ (27,326) |
Income Taxes - Operating Loss C
Income Taxes - Operating Loss Carryforwards (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Federal | |
Operating Loss Carryforwards | |
Operating loss carryforwards | $ 16,418 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Beginning balance of unrecognized tax benefits | $ 4,393 | $ 4,663 | $ 6,842 | |
Additions based on tax positions related to the current year | 588 | 475 | 513 | |
Additions based on tax positions of prior years | 990 | 753 | 731 | |
Reductions due to lapse of applicable statute of limitation | (1,034) | (547) | (949) | |
Settlements | 0 | (951) | (2,474) | |
Ending balance of unrecognized tax benefits | 4,937 | 4,393 | 4,663 | |
Unrecognized tax benefits that would affect the effective tax rate, net of temporary differences | 4,695 | |||
Temporary differences | 736 | |||
Accrued interest and penalties related to uncertain tax positions | 493 | 467 | 606 | |
Interest and penalties recognized | $ 26 | $ (139) | $ (1,016) | |
IRS | ||||
Income Tax Contingency [Line Items] | ||||
Audit assessment | $ 8,300 |
Notes Payable and Credit Agre_3
Notes Payable and Credit Agreement (Details) - USD ($) | Feb. 14, 2020 | Oct. 01, 2019 | Jun. 14, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 09, 2018 | Oct. 31, 2016 |
Line of Credit Facility [Line Items] | ||||||||
Repayments of debt | $ 221,000,000 | $ 75,000,000 | $ 0 | |||||
Standby Letters of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt collateral | 2,307,000 | |||||||
Letters of credit, amount outstanding | 19,752,000 | 17,632,000 | ||||||
Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt issuance fees incurred | $ 875,000 | |||||||
Unamortized debt issuance costs | 1,702,000 | |||||||
Line of Credit | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 400,000,000 | |||||||
Repayments of debt | $ 146,000,000 | |||||||
Line of Credit | Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 150,000,000 | |||||||
Annual amortization percentage, first year | 2.50% | |||||||
Annual amortization percentage, after first year | 5.00% | |||||||
Repayments of debt | $ 149,063,000 | |||||||
Line of Credit | Senior Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 50,000,000 | |||||||
Debt collateral | 17,445,000 | |||||||
Available credit | 382,555,000 | |||||||
Line of Credit | Revolving Credit Facility, Swing Line Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||
Line of Credit | LIBOR | Revolving Credit Facility and Secured Debt | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rates spread over LIBOR and base rate | 1.00% | |||||||
Line of Credit | LIBOR | Revolving Credit Facility and Secured Debt | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rates spread over LIBOR and base rate | 2.00% | |||||||
Line of Credit | Base Rate | Revolving Credit Facility and Secured Debt | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rates spread over LIBOR and base rate | 0.00% | |||||||
Line of Credit | Base Rate | Revolving Credit Facility and Secured Debt | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rates spread over LIBOR and base rate | 1.00% | |||||||
Senior Notes | 5.125% Senior Notes due 2024 | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 5.125% | |||||||
Aggregate principal amount | 325,000,000 | 325,000,000 | ||||||
Senior Notes | 4.625% Senior Notes due 2027 | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 4.625% | |||||||
Aggregate principal amount | $ 300,000,000 | $ 300,000,000 | $ 0 | |||||
Senior Notes | 4.625% Senior Notes due 2027 | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Payment of debt issuance fees and expenses | $ 4,348,000 | |||||||
Subsequent Event | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Annual amortization percentage, first year | 2.50% | |||||||
Annual amortization percentage, after first year | 5.00% | |||||||
Subsequent Event | Line of Credit | Senior Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 250,000,000 |
Notes Payable and Credit Agre_4
Notes Payable and Credit Agreement - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total debt outstanding | $ 625,000 | $ 445,000 |
Less unamortized fees | (7,841) | (4,393) |
Long-term portion of notes payable | 617,159 | 440,607 |
Line of Credit | 2024 Notes | ||
Debt Instrument [Line Items] | ||
Total debt outstanding | 325,000 | 325,000 |
Line of Credit | 2027 Notes | ||
Debt Instrument [Line Items] | ||
Total debt outstanding | 300,000 | 0 |
Senior Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total debt outstanding | $ 0 | $ 120,000 |
Retirement Plans - 401(k) Retir
Retirement Plans - 401(k) Retirement Savings Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |||
Employer contributions, net of forfeitures | $ 5,516 | $ 5,250 | $ 4,486 |
Retirement Plans - Deferred Com
Retirement Plans - Deferred Compensation Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Cash surrender value of life insurance | $ 79,515 | $ 55,028 | |
Key Executives and Key Employees | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Service vesting period | 5 years | ||
Maximum percent of base salary deferrable | 80.00% | ||
Maximum percent of bonus deferrable | 90.00% | ||
Maximum percent of vested RSUs and PRSUs deferrable | 100.00% | ||
Employer contributions | $ 5,551 | $ 4,708 | $ 4,545 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 01, 2016 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||
Preferred stock total shares including Series A | 10,000,000 | 10,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Treasury Stock, Number of Shares and Restriction Disclosures [Abstract] | ||||
Stock repurchase program, authorized amount | $ 150,000,000 | |||
Treasury stock acquired (shares) | 395,000 | 1,236,000 | ||
Treasury stock acquired (in dollars per share) | $ 47.30 | $ 54.17 | ||
Aggregate purchase price of treasury stock | $ 18,705,000 | $ 67,013,000 | $ 20,164,000 |
Share-Based Compensation - (Det
Share-Based Compensation - (Details) - USD ($) $ in Thousands | Apr. 19, 2017 | Apr. 18, 2012 | Apr. 09, 2009 | Apr. 18, 2007 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 28, 2014 | Dec. 31, 2006 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Document Period End Date | Dec. 31, 2019 | ||||||||
Stock Options and Stock Appreciation Rights | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total intrinsic value of share-based payment award exercised | $ 9,177 | $ 1,535 | $ 555 | ||||||
Total intrinsic value of share-based payment award outstanding and exercisable | 645 | 10,841 | |||||||
Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total unrecognized compensation cost | $ 14,762 | ||||||||
Unrecognized compensation cost, weighted average remaining period | 1 year 7 months 6 days | ||||||||
RSUs and Performance Shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate intrinsic value | $ 47,242 | $ 46,336 | |||||||
Stock Option Plan | Stock Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options outstanding (in shares) | 0 | ||||||||
Equity Plan | Stock Options and Stock Appreciation Rights | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized for issuance | 723,000 | ||||||||
Contractual life of stock options and SARs | 10 years | ||||||||
Additional number of shares authorized | 1,400,000 | 2,400,000 | 1,850,000 | 3,000,000 | |||||
Number of equity awards reserved for future issuance (shares) | 2,930,000 | 3,051,000 | |||||||
2014 Employee Inducement Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized for issuance | 200,000 | ||||||||
Number of shares of common stock available for future grants | 175,000 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Units (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | |||
Unvested, Beginning Balance (shares) | 818 | 855 | 1,075 |
Vested (shares) | (400) | (499) | (637) |
Canceled/forfeited/expired (shares) | (52) | (83) | (66) |
Unvested, Ending Balance (shares) | 758 | 818 | 855 |
Weighted Average Grant Date Fair Value per Share | |||
Unvested, Beginning Balance (in dollars per share) | $ 43.84 | $ 30.98 | $ 22.14 |
Vested (in dollars per share) | 35.46 | 23.04 | 16.88 |
Canceled/forfeited/expired (in dollars per share) | 41.09 | 42.32 | 30.02 |
Unvested, Ending Balance (in dollars per share) | $ 52.45 | $ 43.84 | $ 30.98 |
Restricted Stock Units (RSUs) | |||
Number of Shares | |||
Granted (shares) | 191 | 279 | 166 |
Weighted Average Grant Date Fair Value per Share | |||
Granted (in dollars per share) | $ 54.99 | $ 53.73 | $ 40.73 |
Performance Restricted Stock Units (PRSUs) | |||
Number of Shares | |||
Granted (shares) | 201 | 266 | 317 |
Weighted Average Grant Date Fair Value per Share | |||
Granted (in dollars per share) | $ 48.32 | $ 35.28 | $ 27.51 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option and SAR Activity (Details) - Equity Plan and Other Plans - Stock Appreciation Rights (SARs) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity Plan and Other Plans, Number Outstanding | |||
Outstanding, Beginning balance (shares) | 227 | 262 | 286 |
Granted (shares) | 0 | 0 | 0 |
Exercised (shares) | (215) | (35) | (24) |
Canceled/forfeited/expired (shares) | 0 | 0 | 0 |
Outstanding, Ending balance (shares) | 12 | 227 | 262 |
Vested and expected to vest (shares) | 12 | ||
Exercisable (shares) | 12 | ||
Equity Plan and Other Plans, Weighted-Average Exercise Price per Share | |||
Outstanding, Beginning balance (in dollars per share) | $ 8.61 | $ 8.81 | $ 9.67 |
Granted (in dollars per share) | 0 | 0 | 0 |
Exercised (in dollars per share) | 8.67 | 10.12 | 18.85 |
Canceled/forfeited/expired (in dollars per share) | 0 | 0 | 0 |
Outstanding, Ending balance (in dollars per share) | 7.51 | $ 8.61 | $ 8.81 |
Vested and expected to vest (in dollars per share) | 7.51 | ||
Exercisable (in dollars per share) | $ 7.51 |
Share-Based Compensation - Shar
Share-Based Compensation - Share Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Share-based employee compensation, before tax | $ 16,241 | $ 10,815 | $ 10,237 |
Related income tax benefits | (4,223) | (2,812) | (3,985) |
Share-based employee compensation, net of tax | $ 12,018 | $ 8,003 | $ 6,252 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenue | $ 586,892 | $ 567,597 | $ 535,177 | $ 532,441 | $ 528,635 | $ 526,842 | $ 558,108 | $ 522,489 | $ 2,222,107 | $ 2,136,074 | $ 1,988,454 |
Gross profit | 197,133 | 190,031 | 179,542 | 176,759 | 172,456 | 175,147 | 180,956 | 167,824 | 743,465 | 696,383 | 644,419 |
Net income | $ 27,482 | $ 23,515 | $ 28,869 | $ 34,122 | $ 35,613 | $ 27,918 | $ 35,529 | $ 42,681 | $ 113,988 | $ 141,741 | $ 132,558 |
Basic (in dollars per share) | $ 0.59 | $ 0.50 | $ 0.62 | $ 0.73 | $ 0.76 | $ 0.59 | $ 0.75 | $ 0.89 | $ 2.44 | $ 2.99 | $ 2.77 |
Diluted (in dollars per share) | $ 0.58 | $ 0.49 | $ 0.61 | $ 0.71 | $ 0.74 | $ 0.58 | $ 0.73 | $ 0.87 | $ 2.40 | $ 2.91 | $ 2.68 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 14, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 09, 2018 |
Subsequent Event [Line Items] | |||||
Cash consideration | $ 247,906,000 | $ 217,360,000 | $ 0 | ||
Amount borrowed, line of credit | $ 101,000,000 | $ 195,000,000 | $ 0 | ||
Stratus Video | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Cash consideration | $ 475,000,000 | ||||
Senior Credit Facility | Line of Credit | |||||
Subsequent Event [Line Items] | |||||
Amount borrowed, debt | $ 50,000,000 | ||||
Senior Credit Facility | Line of Credit | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Amount borrowed, debt | 250,000,000 | ||||
Amount borrowed, line of credit | $ 175,000,000 |
Uncategorized Items - amn-20191
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 |