Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 24, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,111,094,202 | ||
Entity Common Stock, Shares Outstanding (excluding treasury shares) | 47,180,479 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for the annual meeting of stockholders scheduled to be held on April 21, 2021 have been incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001142750 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 29,213 | $ 82,985 |
Accounts receivable, net of allowances of $7,043 and $3,332 at December 31, 2020 and 2019, respectively | 376,099 | 352,685 |
Accounts receivable, subcontractor | 73,985 | 72,714 |
Prepaid expenses | 13,629 | 11,669 |
Other current assets | 40,809 | 40,446 |
Total current assets | 533,735 | 560,499 |
Restricted cash, cash equivalents and investments | 61,347 | 62,170 |
Fixed assets, net of accumulated depreciation of $161,752 and $132,900 at December 31, 2020 and 2019, respectively | 116,174 | 104,832 |
Operating lease right-of-use assets | 77,735 | 89,866 |
Other assets | 135,120 | 120,254 |
Goodwill | 864,485 | 595,551 |
Intangible assets, net of accumulated amortization of $215,234 and $151,417 at December 31, 2020 and 2019, respectively | 564,911 | 398,474 |
Total assets | 2,353,507 | 1,931,646 |
Current liabilities: | ||
Accounts payable and accrued expenses | 167,881 | 156,140 |
Accrued compensation and benefits | 213,414 | 170,932 |
Current portion of notes payable | 4,688 | 0 |
Current portion of operating lease liabilities | 15,032 | 13,943 |
Deferred revenue | 11,004 | 11,788 |
Other current liabilities | 10,938 | 25,302 |
Total current liabilities | 422,957 | 378,105 |
Notes payable, net of unamortized fees and premium | 857,961 | 617,159 |
Deferred income taxes, net | 67,205 | 46,618 |
Operating lease liabilities | 77,800 | 91,209 |
Other long-term liabilities | 107,907 | 61,813 |
Total liabilities | 1,533,830 | 1,194,904 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at December 31, 2020 and 2019 | 0 | 0 |
Common stock, $0.01 par value; 200,000 shares authorized; 49,614 issued and 47,053 outstanding at December 31, 2020 and 49,283 issued and 46,722 outstanding at December 31, 2019 | 496 | 493 |
Additional paid-in capital | 468,726 | 455,193 |
Treasury stock, at cost; 2,561 shares at December 31, 2020 and 2019 | (119,143) | (119,143) |
Retained earnings | 469,558 | 400,047 |
Accumulated other comprehensive income | 40 | 152 |
Total stockholders’ equity | 819,677 | 736,742 |
Total liabilities and stockholders’ equity | $ 2,353,507 | $ 1,931,646 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 7,043 | $ 3,332 |
Accumulated depreciation | 161,752 | 132,900 |
Accumulated amortization | $ 215,234 | $ 151,417 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 49,614,000 | 49,283,000 |
Common stock, shares outstanding (in shares) | 47,053,000 | 46,722,000 |
Treasury stock (in shares) | 2,561,000 | 2,561,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Revenue | $ 2,393,714 | $ 2,222,107 | $ 2,136,074 |
Cost of revenue | 1,601,936 | 1,478,642 | 1,439,691 |
Gross profit | 791,778 | 743,465 | 696,383 |
Operating expenses: | |||
Selling, general and administrative | 549,747 | 508,030 | 452,318 |
Depreciation and amortization | 92,766 | 58,520 | 41,237 |
Total operating expenses | 642,513 | 566,550 | 493,555 |
Income from operations | 149,265 | 176,915 | 202,828 |
Interest expense, net, and other | 57,742 | 28,427 | 16,143 |
Income before income taxes | 91,523 | 148,488 | 186,685 |
Income tax expense | 20,858 | 34,500 | 44,944 |
Net income | 70,665 | 113,988 | 141,741 |
Other comprehensive income (loss): | |||
Foreign currency translation and other | (112) | 1 | 263 |
Other comprehensive income (loss) | (112) | 1 | 263 |
Comprehensive income | $ 70,553 | $ 113,989 | $ 142,004 |
Net income per common share: | |||
Net income per common share - basic (in dollars per share) | $ 1.49 | $ 2.44 | $ 2.99 |
Net income per common share - diluted (in dollars per share) | $ 1.48 | $ 2.40 | $ 2.91 |
Weighted average common shares outstanding: | |||
Weighted average common shares outstanding - basic (in shares) | 47,424 | 46,704 | 47,371 |
Weighted average common shares outstanding - diluted (in shares) | 47,690 | 47,593 | 48,668 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) |
Beginning balance, shares at Dec. 31, 2017 | 48,411,000 | 930,000 | ||||||
Beginning balance at Dec. 31, 2017 | $ 562,527 | $ 2,089 | $ 484 | $ 453,351 | $ (33,425) | $ 142,229 | $ 2,089 | $ (112) |
Statement of Stockholders' Equity [Roll Forward] | ||||||||
Equity awards vested and exercised, net of shares withheld for payroll taxes (in shares) | 398,000 | |||||||
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) | (1,236,000) | |||||||
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 | 48,809,000 | 2,166,000 | ||||||
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 (in shares) | 474,000 | |||||||
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) | (395,000) | (395,000) | ||||||
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 | 49,283,000 | 2,561,000 | ||||||
Ending balance at Dec. 31, 2019 | $ 736,742 | $ (1,154) | $ 493 | 455,193 | $ (119,143) | 400,047 | $ (1,154) | 152 |
Statement of Stockholders' Equity [Roll Forward] | ||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | |||||||
Equity awards vested and exercised, net of shares withheld for payroll taxes (in shares) | 331,000 | |||||||
Equity awards vested and exercised, net of shares withheld for payroll taxes | $ (6,929) | $ 3 | (6,932) | |||||
Repurchase of common stock into treasury (in shares) | 0 | |||||||
Share-based compensation | $ 20,465 | 20,465 | ||||||
Comprehensive income (loss) | 70,553 | 70,665 | (112) | |||||
Ending balance, shares at Dec. 31, 2020 | 49,614,000 | 2,561,000 | ||||||
Ending balance at Dec. 31, 2020 | $ 819,677 | $ 496 | $ 468,726 | $ (119,143) | $ 469,558 | $ 40 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net income | $ 70,665,000 | $ 113,988,000 | $ 141,741,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 94,187,000 | 58,520,000 | 41,237,000 |
Non-cash interest expense and other | 4,349,000 | 1,984,000 | (4,841,000) |
Write-off of fees on credit facilities and senior notes | 4,956,000 | 594,000 | 574,000 |
Change in fair value of contingent consideration | 4,900,000 | 7,178,000 | (2,400,000) |
Increase in allowance for credit losses and sales credits | 6,535,000 | 6,275,000 | 9,006,000 |
Provision for deferred income taxes | (21,628,000) | 913,000 | (667,000) |
Share-based compensation | 20,465,000 | 16,241,000 | 10,815,000 |
Net loss on deferred compensation balances | 1,646,000 | 0 | 0 |
Loss on disposal or sale of fixed assets | 4,322,000 | 484,000 | 117,000 |
Amortization of discount on investments | (109,000) | (298,000) | (202,000) |
Non-cash lease expense | (589,000) | 5,000 | |
Changes in assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable | (7,338,000) | 28,278,000 | (1,453,000) |
Accounts receivable, subcontractor | (1,271,000) | (22,571,000) | (9,131,000) |
Income taxes receivable | (412,000) | (4,464,000) | 15,099,000 |
Prepaid expenses | (1,342,000) | 774,000 | 4,465,000 |
Other current assets | 2,322,000 | 2,847,000 | (1,259,000) |
Other assets | 3,220,000 | (12,751,000) | 5,239,000 |
Accounts payable and accrued expenses | 5,562,000 | 1,925,000 | 17,154,000 |
Accrued compensation and benefits | 25,856,000 | 32,758,000 | 10,252,000 |
Other liabilities | 41,640,000 | (6,090,000) | (8,980,000) |
Deferred revenue | (1,119,000) | (1,806,000) | 319,000 |
Restricted investments balance | 9,000 | 78,000 | (92,000) |
Net cash provided by operating activities | 256,826,000 | 224,862,000 | 226,993,000 |
Cash flows from investing activities: | |||
Purchase and development of fixed assets | (37,702,000) | (35,218,000) | (35,206,000) |
Purchase of investments | (48,311,000) | (26,309,000) | (33,824,000) |
Proceeds from maturity of investments | 32,800,000 | 32,135,000 | 25,000,000 |
Purchase of equity investments | 0 | 0 | (6,100,000) |
Proceeds from sale of equity investment | 527,000 | 0 | 0 |
Purchase of convertible promissory notes | (490,000) | (779,000) | (750,000) |
Payments to fund deferred compensation plan | (7,171,000) | (12,507,000) | (9,917,000) |
Cash paid for acquisitions, net of cash and restricted cash received | (476,491,000) | (247,906,000) | (217,360,000) |
Cash paid for other intangibles | (1,400,000) | (1,240,000) | (1,180,000) |
Cash received for working capital adjustments for prior year acquisitions | 66,000 | 0 | 0 |
Net cash used in investing activities | (538,172,000) | (291,824,000) | (279,337,000) |
Cash flows from financing activities: | |||
Payments on term loans | (228,125,000) | (150,000,000) | 0 |
Proceeds from term loan | 250,000,000 | 150,000,000 | 0 |
Payments on revolving credit facility | (245,000,000) | (221,000,000) | (75,000,000) |
Proceeds from revolving credit facility | 245,000,000 | 101,000,000 | 195,000,000 |
Proceeds from senior notes | 552,000,000 | 300,000,000 | 0 |
Redemption of senior notes | (333,330,000) | 0 | 0 |
Repurchase of common stock | 0 | (18,705,000) | (67,013,000) |
Payment of financing costs | (11,508,000) | (5,223,000) | (2,331,000) |
Earn-out payments for prior acquisitions | (10,622,000) | (5,700,000) | (1,713,000) |
Cash paid for shares withheld for taxes | (6,929,000) | (13,773,000) | (11,432,000) |
Net cash provided by financing activities | 211,486,000 | 136,599,000 | 37,511,000 |
Effect of exchange rate changes on cash | (112,000) | 1,000 | 263,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (69,972,000) | 69,638,000 | (14,570,000) |
Cash, cash equivalents and restricted cash at beginning of year | 153,962,000 | 84,324,000 | 98,894,000 |
Cash, cash equivalents and restricted cash at end of year | 83,990,000 | 153,962,000 | 84,324,000 |
Supplemental disclosures of cash flow information: | |||
Cash paid for amounts included in the measurement of operating lease liabilities | 20,052,000 | 17,817,000 | |
Cash paid for interest (net of $389, $536 and $460 capitalized in 2020, 2019 and 2018, respectively) | 22,652,000 | 23,730,000 | 21,283,000 |
Cash paid for income taxes | 46,258,000 | 37,747,000 | 30,593,000 |
Acquisitions: | |||
Fair value of tangible assets acquired in acquisitions, net of cash and restricted cash received | 35,733,000 | 29,660,000 | 24,026,000 |
Goodwill | 268,971,000 | 157,036,000 | 97,910,000 |
Intangible assets | 228,000,000 | 107,580,000 | 122,110,000 |
Liabilities assumed | (56,213,000) | (31,148,000) | (16,586,000) |
Earn-out liabilities | 0 | (15,222,000) | (10,100,000) |
Net cash paid for acquisitions | 476,491,000 | 247,906,000 | 217,360,000 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Purchase of fixed assets recorded in accounts payable and accrued expenses | $ 3,103,000 | $ 2,301,000 | $ 1,706,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Cash Flows [Abstract] | |||
Interest capitalized | $ 389 | $ 536 | $ 460 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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. On March 11, 2020, the World Health Organization declared the outbreak of a novel strain of coronavirus, also known as COVID-19, a global pandemic. Due to the pandemic, there has been uncertainty and disruption in the global economy and significant volatility of financial markets. The Company is closely monitoring the impact of the pandemic, which continues to evolve, and its effects and risks on our operations, liquidity, financial condition and financial results. The Company also implemented remote-work arrangements effective mid-March 2020 and, to date, transitioning to a remote-work environment has not had a material adverse impact on the Company’s ability to continue to operate its business, financial reporting process or internal controls and procedures. (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 such as legal accruals, 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. The estimates used for, but not limited to, determining the collectability of accounts receivable, fair value of long-lived assets, and goodwill could be impacted by the COVID-19 pandemic. While the full impact of COVID-19, including the duration and severity of the pandemic, remains unknown, the Company has made appropriate estimates based on the facts and circumstances available as of the reporting date. Specifically, the Company continues to monitor the impacts of the pandemic on its customers’ liquidity and capital resources and, therefore, the Company’s ability to collect, or the timeliness of collection of accounts receivable. The impact of COVID-19 did not have a material effect on the Company’s estimates as of December 31, 2020. These estimates may change as new events occur and additional information is obtained. See additional information below regarding the allowance for credit losses for accounts receivable. (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, 2020 December 31, 2019 Cash and cash equivalents $ 29,213 $ 82,985 Restricted cash and cash equivalents (included in other current assets) 18,626 18,393 Restricted cash, cash equivalents and investments 61,347 62,170 Total cash, cash equivalents and restricted cash and investments 109,186 163,548 Less restricted investments (25,196) (9,586) Total cash, cash equivalents and restricted cash $ 83,990 $ 153,962 (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 software using the straight-line method based on the estimated useful lives of the related assets ( three 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 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. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The amount by which the carrying value of the goodwill exceeds its fair value 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 primarily 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. In December 2017, the Company transferred legacy liabilities related to its self-insured retention portion of both the workers compensation and locum tenens business professional liability to its captive insurance subsidiary. These legacy liabilities follow the same accounting policies as described in the paragraphs above. (k) Revenue Recognition Revenue primarily consists of fees earned from the temporary staffing and permanent placement of healthcare professionals, executives, and leaders (clinical and operational). The Company also generates revenue from its software as a service (“SaaS”)-based technologies, including vendor management systems and scheduling software, and outsourced workforce services, including language interpretation and recruitment process outsourcing. The Company recognizes revenue when control of its services is transferred to its 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 (“MSP”) 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 permanent placement and outsourced workforce services is recognized as the services are rendered. Depending on the arrangement, the Company’s SaaS-based revenue is recognized either as the services are rendered or ratably over the applicable arrangement’s service period. See additional information below regarding the Company’s revenue disaggregated by service type. 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 years ended December 31, 2020 and 2019, previously deferred revenue recognized as revenue was $11,729 and $9,972, respectively. 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 $11,208 and $11,369 for the years ended December 31, 2020 and 2019, respectively. 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 expected credit losses based on the Company’s historical write-off experience, an assessment of its customers’ financial conditions and available information that is relevant to assessing the collectability of cash flows, which includes current conditions and forecasts about future economic conditions. See additional information below regarding the Company’s adoption of the credit loss standard effective January 1, 2020. The following table provides a reconciliation of activity in the allowance for credit losses for accounts receivable: 2020 Balance as of January 1, $ 3,332 Adoption of the credit loss standard, cumulative-effect adjustment to retained earnings 1,334 Provision for expected credit losses 4,428 Amounts written off charged against the allowance (2,051) Balance as of December 31, $ 7,043 The Company reclassified its allowance for accounts receivable in the prior year’s consolidated balance sheet to conform to the current year presentation. The prior year balance of accounts receivable (net of allowances) remains unchanged. (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 14%, 13% and 13% of the consolidated revenue of the Company for the fiscal years ended December 31, 2020, 2019 and 2018, respectively. 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, 2020 and 2019, there were $61,347 and $62,170, 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 2027 Notes and 2029 Notes (as defined in Note (8) and Note (3), respectively, 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 over a three-year period. 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 performance conditions dependent on defined targets of the Company’s adjusted EBITDA, with a range of 0% to 200% 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 market conditions. (q) Net Income per Common Share Share-based awards to purchase 41, 43 and 23 shares of common stock for the years ended December 31, 2020, 2019 and 2018, 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, 2020, 2019 and 2018, respectively: Years Ended December 31, 2020 2019 2018 Net income $ 70,665 $ 113,988 $ 141,741 Net income per common share - basic $ 1.49 $ 2.44 $ 2.99 Net income per common share - diluted $ 1.48 $ 2.40 $ 2.91 Weighted average common shares outstanding - basic 47,424 46,704 47,371 Plus dilutive effect of potential common shares 266 889 1,297 Weighted average common shares outstanding - diluted 47,690 47,593 48,668 (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. Effective March 8, 2020, the Company modified its reportable segments. The Company previously utilized three reportable segments, which it identified as follows: (1) nurse and allied solutions, (2) locum tenens solutions, and (3) other workforce solutions. In light of the Company’s recent acquisitions and organizational changes to better align its organizational structure with its strategy and operations, the Company’s management reorganized its reportable segments to better reflect how the business is evaluated by the chief operating decision maker. Beginning in the first quarter of 2020, the Company has disclosed the following three reportable segments: (1) nurse and allied solutions, (2) physician and leadership solutions, and (3) technology and workforce solutions. The nurse and allied solutions segment includes the Company’s travel nurse staffing, rapid response nurse staffing and labor disruption, allied staffing, local staffing, and revenue cycle solutions businesses. The physician and leadership solutions segment includes the Company’s locum tenens staffing, healthcare interim leadership staffing, executive search, and physician permanent placement businesses. The technology and workforce solutions segment includes the Company’s language interpretation services, vendor management systems, workforce optimization, recruitment process outsourcing, credentialing, and flex pool management businesses. 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, which includes reclassified prior period amounts to conform to the new segment reporting structure, 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, 2020 2019 2018 Revenue Nurse and allied solutions $ 1,699,311 $ 1,562,588 $ 1,431,018 Physician and leadership solutions 466,622 562,762 617,488 Technology and workforce solutions 227,781 96,757 87,568 $ 2,393,714 $ 2,222,107 $ 2,136,074 Segment operating income Nurse and allied solutions $ 232,005 $ 219,862 $ 201,866 Physician and leadership solutions 62,342 71,378 86,077 Technology and workforce solutions 93,212 43,899 41,373 387,559 335,139 329,316 Unallocated corporate overhead 123,642 83,463 74,436 Depreciation and amortization 92,766 58,520 41,237 Depreciation (included in cost of revenue) 1,421 — — Share-based compensation 20,465 16,241 10,815 Interest expense, net, and other 57,742 28,427 16,143 Income before income taxes $ 91,523 $ 148,488 $ 186,685 The following tables present the Company’s revenue disaggregated by service type: Year Ended December 31, 2020 Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total Temporary staffing $ 1,699,311 $ 408,228 $ — $ 2,107,539 Permanent placement — 58,394 — 58,394 Outsourced workforce — — 134,468 134,468 SaaS-based technologies — — 93,313 93,313 Total revenue $ 1,699,311 $ 466,622 $ 227,781 $ 2,393,714 Year Ended December 31, 2019 Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total Temporary staffing $ 1,562,588 $ 482,984 $ — $ 2,045,572 Permanent placement — 79,778 — 79,778 Outsourced workforce — — 16,096 16,096 SaaS-based technologies — — 80,661 80,661 Total revenue $ 1,562,588 $ 562,762 $ 96,757 $ 2,222,107 Year Ended December 31, 2018 Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total Temporary staffing $ 1,431,018 $ 543,117 $ — $ 1,974,135 Permanent placement — 74,371 — 74,371 Outsourced workforce — — 15,042 15,042 SaaS-based technologies — — 72,526 72,526 Total revenue $ 1,431,018 $ 617,488 $ 87,568 $ 2,136,074 (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. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” The FASB also issued a series of other ASUs, which update ASU 2016-13 (collectively, the “credit loss standard”). This new standard introduces new accounting models for determining and recognizing credit losses on certain financial instruments based on an estimate of current expected credit losses. The Company adopted this standard effective January 1, 2020 using the modified retrospective transition method. The Company recognized the cumulative effect of adopting this guidance as an adjustment to the opening balance of retained earnings of $1,154, net of tax, primarily related to its allowance for credit losses for accounts receivable. Prior period amounts are not retrospectively adjusted. The impact of the adoption of the new standard was not material to the Company’s consolidated financial statements. The Company expects the impact to be immaterial on an ongoing basis. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” The standard simplifies the subsequent measurement of goodwill by removing the requirement to perform a hypothetical purchase price allocation to compute the implied fair value of goodwill to measure impairment. Instead, any goodwill impairment will equal the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Further, the guidance eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions As set forth below, the Company completed six acquisitions from January 1, 2018 through December 31, 2020. 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, 2020. The allocations will continue to be updated through the measurement period, if necessary. The Company recognizes acquisition-related costs in selling, general and administrative expenses in the consolidated statements of comprehensive income. Stratus Video Acquisition On February 14, 2020, the Company completed its acquisition of Stratus Video, a remote video interpreting company that provides healthcare interpretation via remote video, over the phone, and onsite in-person, all supported by proprietary technology platforms. The initial purchase price of $485,568 consisted entirely of cash consideration paid upon acquisition. 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”), and (2) the Second Amendment (as defined in Note (8) below) to the New Credit Agreement, which provided $250,000 of additional available borrowings to the Company. The New Credit Agreement and the Second Amendment are more fully described in Note (8), “Notes Payable and Credit Agreement.” The results of Stratus Video have been included in the Company’s technology and workforce solutions segment since the date of acquisition. During the second quarter of 2020, an additional $99 of cash consideration was paid to the selling shareholders for the final working capital settlement. The Company incurred $11,467 of acquisition-related costs during the year ended December 31, 2020 as a result of its acquisition of Stratus Video. The allocation of the $485,667 purchase price, which included the additional cash consideration paid for the final working capital settlement, consisted of (1) $44,909 of fair value of tangible assets acquired, which included $9,176 cash received, (2) $56,213 of liabilities assumed, (3) $228,000 of identified intangible assets, and (4) $268,971 of goodwill, of which $10,182 is expected to be deductible for tax purposes. The intangible assets acquired have a weighted average useful life of approximately seventeen years. The following table summarizes the fair value and useful life of each intangible asset acquired as of the acquisition date: Fair Value Useful Life (in years) Identifiable intangible assets Customer Relationships $ 171,000 20 Tradenames and Trademarks 40,000 5 - 10 Developed Technology 16,000 5 Interpreter Database 1,000 4 $ 228,000 During the third quarter of 2020, the Company revised the estimated useful lives for the tradenames and trademarks intangible assets as a result of its plan to rebrand the language interpretation business. Based on this change in circumstances since the date of acquisition, the Company determined that the remaining useful lives of the assets are five years and will amortize the remaining value on a straight-line basis over the remaining useful life. The Company will continue to evaluate the remaining useful lives of other intangible assets impacted by its brand consolidation efforts. Approximately $116,054 of revenue and $20,164 of income before income taxes of Stratus Video were included in the consolidated statement of comprehensive income for the year ended December 31, 2020. The following summary presents unaudited pro forma consolidated results of operations of the Company as if the Stratus Video and Advanced (as defined below) acquisitions had occurred on January 1, 2019, which gives effect to certain adjustments, including incremental acquisition-related costs of $25,311, of which $14,468 was reclassified from the year ended December 31, 2020, amortization of intangible assets of $15,014, and interest expense of $6,722 for the year ended December 31, 2019. The unaudited pro forma financial information is not necessarily indicative of the operating results that would have occurred had the acquisitions been consummated as of the date indicated, nor is it necessarily indicative of the Company’s future operating results. Years Ended December 31, 2020 2019 Revenue $ 2,407,586 $ 2,383,405 Income from operations 165,196 145,069 Net income 81,422 85,154 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 technology and workforce solutions segment since the date of acquisition. During the first quarter of 2020, $66 was returned to the Company for the final working capital settlement. The allocation of the $22,940 purchase price, which was reduced by the final working capital settlement and finalized during the fourth quarter of 2020, 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) $13,594 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, which was settled in full during the first quarter of 2020. The acquisition was funded primarily through (1) borrowings under the Senior Credit Facility 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 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 and was finalized during the second quarter of 2020, consisted of (1) $29,020 of fair value of tangible assets acquired, which included $2,497 cash and restricted cash received, (2) $28,772 of liabilities assumed, (3) $91,700 of identified intangible assets, and (4) $119,868 of goodwill, of which $57,236 is 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, which resulted in no earn-out payment, 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 technology and workforce solutions segment since the date of acquisition. The allocation of the $31,676 purchase price, which was finalized during the first quarter of 2020, 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 nurse and allied 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 physician and leadership 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, 2020 | |
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.” 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 $58,345 commercial paper issued and outstanding as of December 31, 2020, $25,196 had original maturities greater than three months, which were considered available-for-sale securities. As of December 31, 2019, the Company had $59,243 commercial paper issued and outstanding, of which $9,586 had original maturities greater than three months and were considered available-for-sale securities. The Company’s contingent consideration liabilities are measured at fair value using 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 the above-referenced assets and liabilities and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value: Fair Value Measurements as of December 31, 2020 Assets (Liabilities) Total Quoted Prices in Significant Other Observable Inputs Significant Unobservable Inputs Money market funds $ 2,198 $ 2,198 $ — $ — Deferred compensation (97,184) (97,184) — — Commercial paper 58,345 — 58,345 — Acquisition contingent consideration liabilities (8,000) — — (8,000) Fair Value Measurements as of December 31, 2019 Assets (Liabilities) Total Quoted Prices in Significant Other Observable Inputs Significant Unobservable Inputs 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) Level 3 Information 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: 2020 2019 Balance as of January 1, $ (23,100) $ (7,700) Settlement of PDA and LFT contingent consideration liability for year ended December 31, 2018 — 7,000 Settlement of Advanced contingent consideration liability for year ended December 31, 2019 20,000 — 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 MedPartners acquisition — 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) Change in fair value of contingent consideration liability from b4health acquisition (4,900) — Balance as of December 31, $ (8,000) $ (23,100) As of December 31, 2020 and 2019, the fair value measurement of contingent consideration liabilities for b4health and Advanced, respectively, was based on actual operating results of the acquired company. Assets Measured on a Non-Recurring Basis The Company applies fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to its goodwill, indefinite-lived intangible assets, long-lived assets, and equity investments. The Company evaluates goodwill and indefinite-lived intangible assets annually for impairment and whenever circumstances occur indicating that goodwill 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 as of both December 31, 2020 and 2019. There were no changes to the fair value of the equity investment recognized during the years ended December 31, 2020 and 2019, respectively. 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, 2020 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”), the 2027 Notes (as defined in Note (8) below), and 4.000% senior notes due 2029 (the “2029 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, the 2027 Notes and the 2029 Notes, which are more fully described in Note (8), “Notes Payable and Credit Agreement,” are presented in the following table: As of December 31, 2020 As of December 31, 2019 Carrying Estimated Carrying Estimated 2024 Notes $ — $ — $ 325,000 $ 337,188 2027 Notes 500,000 521,250 300,000 301,500 2029 Notes 350,000 357,000 — — 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, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Identifiable Intangible Assets | Goodwill and Identifiable Intangible Assets As of December 31, 2020 and 2019, the Company had the following acquired intangible assets: As of December 31, 2020 As of December 31, 2019 Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Staffing databases $ 36,836 $ (16,706) $ 20,130 $ 35,836 $ (13,369) $ 22,467 Customer relationships 444,839 (122,105) 322,734 273,839 (94,206) 179,633 Tradenames and trademarks 166,269 (58,299) 107,970 126,269 (33,545) 92,724 Non-compete agreements 6,371 (3,402) 2,969 4,117 (2,035) 2,082 Acquired technology 36,430 (14,722) 21,708 20,430 (8,262) 12,168 $ 690,745 $ (215,234) $ 475,511 $ 460,491 $ (151,417) $ 309,074 Intangible assets not subject to amortization: Tradenames and trademarks $ 89,400 $ 89,400 $ 564,911 $ 398,474 Aggregate amortization expense for intangible assets was $63,817 and $36,493 for the years ended December 31, 2020 and 2019, respectively. Based on the current amount of intangibles subject to amortization, the estimated future amortization expense as of December 31, 2020 is as follows: Amount Year ending December 31, 2021 $ 61,234 Year ending December 31, 2022 60,351 Year ending December 31, 2023 58,694 Year ending December 31, 2024 52,161 Year ending December 31, 2025 39,199 Thereafter 203,872 $ 475,511 In connection with the reorganization of its reportable segments effective March 8, 2020, the Company reassigned the goodwill balances to the reporting units, the composition of which changed under the reorganized reportable segments, using the relative fair value reallocation approach. The Company performed a goodwill impairment test at the reporting unit level both immediately before and after the reorganization. The Company determined the fair values of its reporting units using a combination of the income approach (using discounted future cash flows) and the market valuation approach. Based on the results of this testing, the Company determined that the fair values of its reporting units were each greater than their respective carrying values both before and after the reorganization. Therefore, there was no impairment loss recognized during the year ended December 31, 2020. The following table, which includes reclassified prior period amounts to conform to the new segment reporting structure, summarizes the activity related to the carrying value of goodwill by reportable segment: Nurse and Allied Physician and Leadership Technology and Workforce Solutions Total Balance, January 1, 2019 $ 224,454 $ 163,362 $ 50,690 $ 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 344,316 163,348 87,887 595,551 Goodwill adjustment for Advanced acquisition 29 — — 29 Goodwill adjustment for b4health acquisition — — (66) (66) Goodwill from Stratus Video acquisition — — 268,971 268,971 Reallocation due to change in segments (5,330) (10,548) 15,878 — Balance, December 31, 2020 $ 339,015 $ 152,800 $ 372,670 $ 864,485 Accumulated impairment loss as of December 31, 2019 and 2020 $ 154,444 $ 60,495 $ — $ 214,939 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
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: Years Ended December 31, 2020 2019 Operating lease cost $ 20,176 $ 18,725 Short-term lease cost 8,702 20,112 Variable and other lease cost 2,526 2,880 Net lease cost $ 31,404 $ 41,717 Rent expense under operating leases (with initial lease terms in excess of one year) was $21,402 for the year ended December 31, 2018. The maturities of lease liabilities as of December 31, 2020 were as follows: Operating Leases Years ending December 31, 2021 $ 19,108 2022 18,552 2023 18,207 2024 17,030 2025 15,160 Thereafter 18,733 Total lease payments 106,790 Less imputed interest (13,958) Present value of lease liabilities $ 92,832 Supplemental cash flow information related to leases was as follows: Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) $ 20,052 $ 17,817 The weighted average remaining lease term and discount rate as of December 31, 2020 and 2019 were as follows: December 31, 2020 2019 Weighted average remaining lease term 6 years 7 years Weighted average discount rate 4.8 % 4.8 % The Company uses its incremental borrowing rate as the discount rate to measure its lease liabilities. The incremental borrowing rate is determined for each operating lease based on the Company’s borrowing capabilities over a similar term of the lease arrangement, which is estimated by utilizing the Company’s credit rating and the effects of full collateralization. |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | Balance Sheet Details The consolidated balance sheets detail is as follows: December 31, 2020 2019 Other current assets: Restricted cash and cash equivalents $ 18,626 $ 18,393 Income taxes receivable 6,591 5,984 Other 15,592 16,069 Other current assets $ 40,809 $ 40,446 Fixed assets: Furniture and equipment $ 47,355 $ 37,315 Software 220,971 191,050 Leasehold improvements 9,600 9,367 277,926 237,732 Accumulated depreciation (161,752) (132,900) Fixed assets, net $ 116,174 $ 104,832 Accounts payable and accrued expenses: Trade accounts payable $ 28,089 $ 26,985 Subcontractor payable 79,364 75,562 Accrued expenses 37,849 36,344 Loss contingencies 7,613 6,146 Professional liability reserve 8,897 7,925 Other 6,069 3,178 Accounts payable and accrued expenses $ 167,881 $ 156,140 Accrued compensation and benefits: Accrued payroll $ 59,721 $ 47,381 Accrued bonuses and commissions 34,514 22,613 Accrued travel expense 1,998 2,459 Health insurance reserve 5,590 4,019 Workers compensation reserve 10,244 8,782 Deferred compensation 97,184 81,064 Other 4,163 4,614 Accrued compensation and benefits $ 213,414 $ 170,932 Other current liabilities: Acquisition related liabilities $ 8,000 $ 20,000 Other 2,938 5,302 Other current liabilities $ 10,938 $ 25,302 Other long-term liabilities: Workers compensation reserve $ 20,930 $ 18,291 Professional liability reserve 31,997 34,606 Unrecognized tax benefits 5,447 5,431 Other 49,533 3,485 Other long-term liabilities $ 107,907 $ 61,813 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes from operations for the years ended December 31, 2020, 2019 and 2018 consists of the following: Years Ended December 31, 2020 2019 2018 Current income taxes: Federal $ 32,673 $ 25,255 $ 33,564 State 9,813 8,332 12,047 Total 42,486 33,587 45,611 Deferred income taxes: Federal (15,092) 625 (1,372) State (6,536) 288 705 Total (21,628) 913 (667) Provision for income taxes from operations $ 20,858 $ 34,500 $ 44,944 The Company’s income tax expense differs from the amount that would have resulted from applying the federal statutory rate of 21% for 2020, 2019 and 2018 to pretax income from operations because of the effect of the following items during the years ended December 31, 2020, 2019 and 2018: Years Ended December 31, 2020 2019 2018 Tax expense at federal statutory rate $ 19,220 $ 31,253 $ 39,272 State taxes, net of federal benefit 4,161 6,810 9,902 Non-deductible expenses 3,621 3,840 2,956 Share-based compensation (2,311) (4,770) (4,343) Unrecognized tax benefit (78) (207) 413 Other, net (3,755) (2,426) (3,256) Income tax expense from operations $ 20,858 $ 34,500 $ 44,944 Certain reclassifications have been made to the prior year’s presentation of deferred tax assets in order to conform to the current year presentation. There is no change to the prior year total deferred tax assets. The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are presented below as of December 31, 2020 and 2019: December 31, 2020 2019 Deferred tax assets: Stock compensation $ 6,198 $ 5,848 Deferred compensation 24,604 20,564 Accrued bonus 7,607 4,294 Accrued payroll taxes 12,445 60 Accrued expenses 18,185 14,218 Operating lease liabilities 23,826 27,206 Net operating losses 9,557 3,448 Loss contingencies 6,459 — Other 989 570 Total deferred tax assets $ 109,870 $ 76,208 Deferred tax liabilities: Intangibles $ (126,833) $ (71,646) Fixed assets (25,252) (22,896) Operating lease right-of-use assets (19,933) (23,234) Other (5,057) (5,050) Total deferred tax liabilities $ (177,075) $ (122,826) Net deferred tax liabilities $ (67,205) $ (46,618) 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, 2020 is $41,430, primarily related to the Stratus Video acquisition, which begins to expire by 2030. The amount of state NOL carryforward that is available for use in years subsequent to December 31, 2020 is $16,631, primarily related to the Stratus Video acquisition, which begins to expire by 2021. The Stratus Video acquisition is more fully described in Note (2), “Acquisitions.” A summary of the changes in the amount of unrecognized tax benefits (excluding interest and penalties) for 2020, 2019 and 2018 is as follows: 2020 2019 2018 Beginning balance of unrecognized tax benefits $ 4,937 $ 4,393 $ 4,663 Additions based on tax positions related to the current year 667 588 475 Additions based on tax positions of prior years 255 990 753 Reductions due to lapse of applicable statute of limitation (943) (1,034) (547) Settlements — — (951) Ending balance of unrecognized tax benefits $ 4,916 $ 4,937 $ 4,393 At December 31, 2020, if recognized, approximately $4,616 net of $831 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 $530, $493 and $467 of accrued interest related to unrecognized tax benefits at December 31, 2020, 2019 and 2018, respectively. The amount of interest expense (benefit) recognized in 2020, 2019 and 2018 was $37, $26 and $(139), respectively. The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. With few exceptions, as of December 31, 2020, the Company is no longer subject to state, local or foreign examinations by tax authorities for tax years before 2011, and the Company is no longer subject to U.S. federal income or payroll tax examinations for tax years before 2017. 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. The Company received a final determination from the IRS in November 2019 for $1,300. The Company is indemnified by Advanced for the potential contingent liability for all pre-acquisition open years. The Advanced acquisition is more fully described in Note (2), “Acquisitions.” The Company believes its indemnification by Advanced for all pre-acquisition years and its reserve for unrecognized tax benefits and contingent tax issues are 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. CARES Act On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and signed into law in response to the COVID-19 pandemic. Among other things, the CARES Act contains significant business tax provisions, including a deferral of payment of employer payroll taxes and an employer retention credit for employer payroll taxes. The Company deferred payment of the employer’s share of payroll taxes of $48,249, which is included in accrued compensation and benefits and other long-term liabilities in the consolidated balance sheet as of December 31, 2020, with half of such taxes to be paid by the end of 2021 and the other half to be paid by the end of 2022. The Company claimed an employee retention employment tax credit of $1,183. |
Notes Payable and Credit Agreem
Notes Payable and Credit Agreement | 12 Months Ended |
Dec. 31, 2020 | |
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. 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 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.” The Company fully repaid all amounts under the Term Loan in 2019. 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 (together with the New Credit Agreement and the First Amendment, collectively, the “Amended Credit Agreement”) extended the maturity date of the Senior Credit Facility to be coterminous with the Additional 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 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 (2), “Acquisitions.” In connection with the Second Amendment, the Company incurred $4,144 in fees paid to lenders and other third parties, which were capitalized and are being amortized to interest expense over the term of the Credit Facilities (as defined below). In addition, $1,681 of unamortized financing fees incurred in connection with obtaining the New Credit Agreement and First Amendment will continue to be amortized to interest expense over the term of the Credit Facilities. Borrowings under the Senior Credit Facility and the Additional 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 1.75% or a base rate plus a spread of 0.00% to 0.75%. The applicable spread is determined quarterly based upon the Company’s consolidated net leverage ratio (as calculated per the Amended Credit Agreement). 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 Senior Credit Facility, which includes a $75,000 sublimit for the issuance of letters of credit and a $75,000 sublimit for swingline loans, is available for working capital, capital expenditures, permitted acquisitions and general corporate purposes. The maturity date of the Credit Facilities is February 14, 2025. At December 31, 2020, with $21,910 of outstanding letters of credit collateralized by the Senior Credit Facility, there was $378,090 of available credit under the Senior Credit Facility. The interest rate for the Additional Term Loan was 1.65% on a LIBOR basis as of December 31, 2020. (b) The Company ’ s 4.625% Senior Notes Due 2027 On August 13, 2020, the Company completed the issuance of an additional $200,000 aggregate principal amount of 4.625% senior notes due 2027 (the “New 2027 Notes”), which were issued at a price of 101.000% of the aggregate principal amount. The New 2027 Notes were issued pursuant to the existing indenture, dated as of October 1, 2019, under which the Company previously issued $300,000 aggregate principal amount of 4.625% senior notes due 2027 (the “Existing 2027 Notes” and together with the New 2027 Notes, the “2027 Notes”). The New 2027 Notes will be treated as a single series with the Existing 2027 Notes and will have the same terms (other than issue price, issue date and the date from which interest accrues) as those of the Existing 2027 Notes. 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 October 1, 2020 with respect to the New 2027 Notes. The aggregate principal amount of the 2027 Notes matures on October 1, 2027. With proceeds from the New 2027 Notes and cash on hand, the Company (1) repaid $200,000 of its indebtedness under the Additional Term Loan and (2) paid $2,620 of fees and expenses related to the issuance of the New 2027 Notes, which were recorded as a reduction of the notes payable balance and are being amortized to interest expense over the remaining term of the 2027 Notes. (c) The Company ’ s 4.000% Senior Notes Due 2029 On October 20, 2020, the Company completed the issuance of $350,000 aggregate principal amount of the 2029 Notes, which mature on April 15, 2029. Interest on the 2029 Notes is fixed at 4.000% and payable semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2021. With the proceeds from the 2029 Notes and cash generated from operations, the Company (1) redeemed all of its outstanding $325,000 aggregate principal amount of the 2024 Notes on November 4, 2020, (2) paid $9,857 consisting of the associated redemption premium and accrued and unpaid interest on the 2024 Notes, (3) repaid $40,000 under the Senior Credit Facility and (4) incurred $4,744 in fees and expenses related to the issuance and sale of the 2029 Notes, which were recorded as a reduction of the notes payable balance and are being amortized to interest expense over the term of the 2029 Notes. In addition, the Company wrote off $2,992 of unamortized financing fees incurred in connection with the issuance of the 2024 Notes, which was recognized in interest expense, net, and other in the consolidated statements of comprehensive income for the year ended December 31, 2020. The indenture governing the 2029 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 2029 Notes contains affirmative covenants and events of default that are customary for indentures governing high yield securities. The 2029 Notes and the related guarantees thereof are not subject to any registration rights agreements. (d) Debt Balances Outstanding debt balances as of December 31, 2020 and 2019 consisted of the following: As of December 31, 2020 2019 Additional Term Loan $ 21,875 $ — 2024 Notes — 325,000 2027 Notes 500,000 300,000 2029 Notes 350,000 — Total debt outstanding 871,875 625,000 Less unamortized fees and premium (9,226) (7,841) Less current portion of notes payable (4,688) — Long-term portion of notes payable $ 857,961 $ 617,159 The 2024 Notes, which were redeemed by the Company during the fourth quarter of 2020, were issued in October 2016 and had a fixed interest rate of 5.125%. The Company repaid its outstanding indebtedness under the Additional Term Loan in January 2021. Additionally, in February 2021, the Company borrowed $25,000 under the Senior Credit Facility in the ordinary course of business. (e) Letters of Credit At December 31, 2020, the Company maintained outstanding standby letters of credit totaling $24,064 as collateral in relation to its workers compensation insurance agreements and a corporate office lease agreement. Of the $24,064 outstanding letters of credit, the Company has collateralized $2,154 in cash and cash equivalents and the remaining $21,910 is collateralized by the Senior Credit Facility. Outstanding standby letters of credit at December 31, 2019 totaled $19,752. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2020 | |
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. A discretionary matching contribution is determined by the Company each year. Employer contribution expenses incurred under the AMN Plan were $4,256, $5,516 and $5,250 for the years ended December 31, 2020, 2019 and 2018, 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. A discretionary matching contribution is determined by the Company each year. Employer contributions under the Plan were $2,845, $5,551 and $4,708 for the years ended December 31, 2020, 2019 and 2018, 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 $98,161 and $79,515 at December 31, 2020 and 2019, 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, 2020 | |
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, 2020 and 2019, 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 that would permit shares to be repurchased when the Company might otherwise be precluded from doing so under the Company’s securities trading policy. During the year ended December 31, 2020, the Company did not repurchase any shares of its common stock. During the year ended December 31, 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. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
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. As of December 31, 2020 and 2019, 2,830 and 2,930 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 recently consisted of 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, 2020, 179 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, 2020, 2019 and 2018: Number of Shares Weighted Average Unvested at January 1, 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 Granted—RSUs 271 $ 60.02 Granted—PRSUs (1) 155 $ 64.59 Vested (283) $ 49.18 Canceled/forfeited/expired (184) $ 53.84 Unvested at December 31, 2020 717 $ 58.88 (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, 2020, there was $16,972 unrecognized compensation cost related to unvested RSUs and PRSUs. The Company expects to recognize such cost over a period of 1.7 years. As of December 31, 2020 and 2019, the aggregate intrinsic value of the RSUs and PRSUs outstanding was $48,945 and $47,242, 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 Weighted- 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 Granted — $ — Exercised (12) $ 7.51 Canceled/forfeited/expired — $ — Outstanding at December 31, 2020 — $ — Vested and expected to vest at December 31, 2020 — $ — Exercisable at December 31, 2020 — $ — As of December 31, 2020, there were no stock options or SARs outstanding. The total intrinsic value of stock options and SARs exercised was $828, $9,177 and $1,535 for 2020, 2019 and 2018, respectively. As of December 31, 2019, the total intrinsic value of stock options and SARs outstanding and exercisable was $645. Share-Based Compensation Total share-based compensation expense for the years ended December 31, 2020, 2019 and 2018 was as follows: Years Ended December 31, 2020 2019 2018 Share-based employee compensation, before tax $ 20,465 $ 16,241 $ 10,815 Related income tax benefits (5,321) (4,223) (2,812) Share-based employee compensation, net of tax $ 15,144 $ 12,018 $ 8,003 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
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 accrues for contingencies and 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 certain expense reimbursements should be considered wages and included in the regular rate of pay for purposes of calculating overtime rates. On May 26, 2016, former travel nurse Verna Maxwell Clarke filed a complaint against AMN Services, LLC, in California Superior Court in Los Angeles County. The Company removed the case to the United States District Court for the Central District of California (Case No. 2:16-cv-04132-DSF-KS) (the “Clarke Matter”). The complaint asserts that, due to the Company’s per diem adjustment practices, traveling nurses’ per diem benefits should be included in their regular rate of pay for the purposes of calculating their overtime compensation; and that the Company’s wage statements do not comply with the requirements of California law. On June 26, 2018, the Court denied the plaintiffs’ Motion for Summary Judgment in its entirety, and granted the Company’s Motion for Summary Judgment with respect to the Plaintiffs’ per diem and overtime claims. The plaintiffs filed an appeal of the judgment relating to the per diem claims with the Ninth Circuit Court of Appeals. On February 8, 2021, a three-judge panel of the Ninth Circuit Court of Appeals issued an opinion that reversed the district court’s granting of the Company’s Motion for Summary Judgment and remanded the matter to the district court instructing the district to enter partial summary judgment in favor of the Plaintiffs. The Company intends to appeal the Ninth Circuit’s decision and continue to defend the lawsuit vigorously. On May 2, 2019, former travel nurse Sara Woehrle filed a complaint against AMN Services, LLC, and Providence Health System – Southern California in California Superior Court in Los Angeles County. The Company removed the case to the United States District Court for the Central District of California (Case No. 2:19-cv-05282 DSF-KS). The complaint asserts that, due to the Company’s per diem adjustment practices, traveling nurses’ per diem benefits should be included in their regular rate of pay for the purposes of calculating their overtime compensation. The Complaint also alleges that the putative class members were denied required meal periods, denied proper overtime compensation, were not compensated for all time worked, including reporting time and training time, and received non-compliant wage statements. The case was stayed pending a decision by the 9 th circuit in the Clarke Matter. The Company believes that its wage and hour practices, including those associated with the cases described above, conform with the applicable law in all material respects. However, because of the recent ruling by the 9th Circuit of Appeals, the inherent uncertainty of litigation, and the Company is not able to reasonably predict if any matter will be resolved in a manner that is materially adverse to the Company, it recorded an increase to its accruals established in connection with the matters described above amounting to $20,000 during the fourth quarter of 2020. In addition, while the Company continues to believe that it has meritorious defenses against the suits described above, the ultimate resolution of these matters could result in a loss of up to $15,000, excluding interest and penalties, in excess of the amounts currently accrued. For all other matters, the Company is unable to currently estimate the possible loss or range of loss beyond the amounts already accrued. Loss contingencies accrued as of December 31, 2020 are included in accounts payable and accrued expenses and other long-term liabilities in the consolidated balance sheets. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Year Ended December 31, 2020 First Second Third Fourth Total Year (In thousands, except per share data) Revenue $ 602,461 $ 608,351 $ 551,631 $ 631,271 $ 2,393,714 Gross profit $ 202,066 $ 197,540 $ 184,633 $ 207,539 $ 791,778 Net income $ 12,965 $ 22,325 $ 26,067 $ 9,308 $ 70,665 Net income per share from: Basic $ 0.27 $ 0.47 $ 0.55 $ 0.20 $ 1.49 Diluted $ 0.27 $ 0.47 $ 0.55 $ 0.19 $ 1.48 Year Ended December 31, 2019 First Second Third Fourth 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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Coronavirus Pandemic | On March 11, 2020, the World Health Organization declared the outbreak of a novel strain of coronavirus, also known as COVID-19, a global pandemic. Due to the pandemic, there has been uncertainty and disruption in the global economy and significant volatility of financial markets. The Company is closely monitoring the impact of the pandemic, which continues to evolve, and its effects and risks on our operations, liquidity, financial condition and financial results. The Company also implemented remote-work arrangements effective mid-March 2020 and, to date, transitioning to a remote-work environment has not had a material adverse impact on the Company’s ability to continue to operate its business, financial reporting process or internal controls and procedures. |
Principles of Consolidation | 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. |
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 such as legal accruals, 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 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. |
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 software using the straight-line method based on the estimated useful lives of the related assets ( three 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 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 | LeasesThe 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. |
Goodwill | 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. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The amount by which the carrying value of the goodwill exceeds its fair value is recognized as an impairment loss. |
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 . |
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 primarily 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. In December 2017, the Company transferred legacy liabilities related to its self-insured retention portion of both the workers compensation and locum tenens business professional liability to its captive insurance subsidiary. These legacy liabilities follow the same accounting policies as described in the paragraphs above. |
Revenue Recognition | Revenue RecognitionRevenue primarily consists of fees earned from the temporary staffing and permanent placement of healthcare professionals, executives, and leaders (clinical and operational). The Company also generates revenue from its software as a service (“SaaS”)-based technologies, including vendor management systems and scheduling software, and outsourced workforce services, including language interpretation and recruitment process outsourcing. The Company recognizes revenue when control of its services is transferred to its 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 (“MSP”) 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 permanent placement and outsourced workforce services is recognized as the services are rendered. Depending on the arrangement, the Company’s SaaS-based revenue is recognized either as the services are rendered or ratably over the applicable arrangement’s service period. See additional information below regarding the Company’s revenue disaggregated by service type. 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 years ended December 31, 2020 and 2019, previously deferred revenue recognized as revenue was $11,729 and $9,972, respectively. 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 $11,208 and $11,369 for the years ended December 31, 2020 and 2019, respectively. 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 expected credit losses based on the Company’s historical write-off experience, an assessment of its customers’ financial conditions and available information that is relevant to assessing the collectability of cash flows, which includes current conditions and forecasts about future economic conditions.The Company reclassified its allowance for accounts receivable in the prior year’s consolidated balance sheet to conform to the current year presentation. The prior year balance of accounts receivable (net of allowances) remains unchanged. |
Concentration of Credit Risk | 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. 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. |
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 2027 Notes and 2029 Notes (as defined in Note (8) and Note (3), respectively, 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 over a three-year period. 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 performance conditions dependent on defined targets of the Company’s adjusted EBITDA, with a range of 0% to 200% 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 market 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. Effective March 8, 2020, the Company modified its reportable segments. The Company previously utilized three reportable segments, which it identified as follows: (1) nurse and allied solutions, (2) locum tenens solutions, and (3) other workforce solutions. In light of the Company’s recent acquisitions and organizational changes to better align its organizational structure with its strategy and operations, the Company’s management reorganized its reportable segments to better reflect how the business is evaluated by the chief operating decision maker. Beginning in the first quarter of 2020, the Company has disclosed the following three reportable segments: (1) nurse and allied solutions, (2) physician and leadership solutions, and (3) technology and workforce solutions. The nurse and allied solutions segment includes the Company’s travel nurse staffing, rapid response nurse staffing and labor disruption, allied staffing, local staffing, and revenue cycle solutions businesses. The physician and leadership solutions segment includes the Company’s locum tenens staffing, healthcare interim leadership staffing, executive search, and physician permanent placement businesses. The technology and workforce solutions segment includes the Company’s language interpretation services, vendor management systems, workforce optimization, recruitment process outsourcing, credentialing, and flex pool management businesses. 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. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” The FASB also issued a series of other ASUs, which update ASU 2016-13 (collectively, the “credit loss standard”). This new standard introduces new accounting models for determining and recognizing credit losses on certain financial instruments based on an estimate of current expected credit losses. The Company adopted this standard effective January 1, 2020 using the modified retrospective transition method. The Company recognized the cumulative effect of adopting this guidance as an adjustment to the opening balance of retained earnings of $1,154, net of tax, primarily related to its allowance for credit losses for accounts receivable. Prior period amounts are not retrospectively adjusted. The impact of the adoption of the new standard was not material to the Company’s consolidated financial statements. The Company expects the impact to be immaterial on an ongoing basis. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” The standard simplifies the subsequent measurement of goodwill by removing the requirement to perform a hypothetical purchase price allocation to compute the implied fair value of goodwill to measure impairment. Instead, any goodwill impairment will equal the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Further, the guidance eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The Company adopted this standard effective January 1, 2020 and the adoption did not have a material effect on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” The standard modifies the current disclosure requirements on fair value measurements. The Company adopted this standard effective January 1, 2020. Refer to information regarding fair value measurements in Note (3), “Fair Value Measurement.” 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, 2020 | |
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, 2020 December 31, 2019 Cash and cash equivalents $ 29,213 $ 82,985 Restricted cash and cash equivalents (included in other current assets) 18,626 18,393 Restricted cash, cash equivalents and investments 61,347 62,170 Total cash, cash equivalents and restricted cash and investments 109,186 163,548 Less restricted investments (25,196) (9,586) Total cash, cash equivalents and restricted cash $ 83,990 $ 153,962 |
Reconciliation of activity in the allowance for credit losses | The following table provides a reconciliation of activity in the allowance for credit losses for accounts receivable: 2020 Balance as of January 1, $ 3,332 Adoption of the credit loss standard, cumulative-effect adjustment to retained earnings 1,334 Provision for expected credit losses 4,428 Amounts written off charged against the allowance (2,051) Balance as of December 31, $ 7,043 |
Schedule of computation of basic and diluted net income per common share | The following table sets forth the computation of basic and diluted net income per common share for the years ended December 31, 2020, 2019 and 2018, respectively: Years Ended December 31, 2020 2019 2018 Net income $ 70,665 $ 113,988 $ 141,741 Net income per common share - basic $ 1.49 $ 2.44 $ 2.99 Net income per common share - diluted $ 1.48 $ 2.40 $ 2.91 Weighted average common shares outstanding - basic 47,424 46,704 47,371 Plus dilutive effect of potential common shares 266 889 1,297 Weighted average common shares outstanding - diluted 47,690 47,593 48,668 |
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results | The following table, which includes reclassified prior period amounts to conform to the new segment reporting structure, 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, 2020 2019 2018 Revenue Nurse and allied solutions $ 1,699,311 $ 1,562,588 $ 1,431,018 Physician and leadership solutions 466,622 562,762 617,488 Technology and workforce solutions 227,781 96,757 87,568 $ 2,393,714 $ 2,222,107 $ 2,136,074 Segment operating income Nurse and allied solutions $ 232,005 $ 219,862 $ 201,866 Physician and leadership solutions 62,342 71,378 86,077 Technology and workforce solutions 93,212 43,899 41,373 387,559 335,139 329,316 Unallocated corporate overhead 123,642 83,463 74,436 Depreciation and amortization 92,766 58,520 41,237 Depreciation (included in cost of revenue) 1,421 — — Share-based compensation 20,465 16,241 10,815 Interest expense, net, and other 57,742 28,427 16,143 Income before income taxes $ 91,523 $ 148,488 $ 186,685 |
Schedule of revenue disaggregated by service type | The following tables present the Company’s revenue disaggregated by service type: Year Ended December 31, 2020 Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total Temporary staffing $ 1,699,311 $ 408,228 $ — $ 2,107,539 Permanent placement — 58,394 — 58,394 Outsourced workforce — — 134,468 134,468 SaaS-based technologies — — 93,313 93,313 Total revenue $ 1,699,311 $ 466,622 $ 227,781 $ 2,393,714 Year Ended December 31, 2019 Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total Temporary staffing $ 1,562,588 $ 482,984 $ — $ 2,045,572 Permanent placement — 79,778 — 79,778 Outsourced workforce — — 16,096 16,096 SaaS-based technologies — — 80,661 80,661 Total revenue $ 1,562,588 $ 562,762 $ 96,757 $ 2,222,107 Year Ended December 31, 2018 Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total Temporary staffing $ 1,431,018 $ 543,117 $ — $ 1,974,135 Permanent placement — 74,371 — 74,371 Outsourced workforce — — 15,042 15,042 SaaS-based technologies — — 72,526 72,526 Total revenue $ 1,431,018 $ 617,488 $ 87,568 $ 2,136,074 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 as of the acquisition date: Fair Value Useful Life (in years) Identifiable intangible assets Customer Relationships $ 171,000 20 Tradenames and Trademarks 40,000 5 - 10 Developed Technology 16,000 5 Interpreter Database 1,000 4 $ 228,000 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 Useful Life (in years) Identifiable intangible assets Tradenames and Trademarks $ 46,000 20 Customer Relationships 57,000 12 $ 103,000 |
Schedule of pro forma financial information | The unaudited pro forma financial information is not necessarily indicative of the operating results that would have occurred had the acquisitions been consummated as of the date indicated, nor is it necessarily indicative of the Company’s future operating results. Years Ended December 31, 2020 2019 Revenue $ 2,407,586 $ 2,383,405 Income from operations 165,196 145,069 Net income 81,422 85,154 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on recurring basis | The following tables present information about the above-referenced assets and liabilities and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value: Fair Value Measurements as of December 31, 2020 Assets (Liabilities) Total Quoted Prices in Significant Other Observable Inputs Significant Unobservable Inputs Money market funds $ 2,198 $ 2,198 $ — $ — Deferred compensation (97,184) (97,184) — — Commercial paper 58,345 — 58,345 — Acquisition contingent consideration liabilities (8,000) — — (8,000) Fair Value Measurements as of December 31, 2019 Assets (Liabilities) Total Quoted Prices in Significant Other Observable Inputs Significant Unobservable Inputs 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) |
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: 2020 2019 Balance as of January 1, $ (23,100) $ (7,700) Settlement of PDA and LFT contingent consideration liability for year ended December 31, 2018 — 7,000 Settlement of Advanced contingent consideration liability for year ended December 31, 2019 20,000 — 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 MedPartners acquisition — 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) Change in fair value of contingent consideration liability from b4health acquisition (4,900) — Balance as of December 31, $ (8,000) $ (23,100) |
Schedule of carrying amounts and estimated fair value of Notes | The carrying amounts and estimated fair value of the 2024 Notes, the 2027 Notes and the 2029 Notes, which are more fully described in Note (8), “Notes Payable and Credit Agreement,” are presented in the following table: As of December 31, 2020 As of December 31, 2019 Carrying Estimated Carrying Estimated 2024 Notes $ — $ — $ 325,000 $ 337,188 2027 Notes 500,000 521,250 300,000 301,500 2029 Notes 350,000 357,000 — — |
Goodwill and Identifiable Int_2
Goodwill and Identifiable Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of acquired intangible assets by major class | As of December 31, 2020 and 2019, the Company had the following acquired intangible assets: As of December 31, 2020 As of December 31, 2019 Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Staffing databases $ 36,836 $ (16,706) $ 20,130 $ 35,836 $ (13,369) $ 22,467 Customer relationships 444,839 (122,105) 322,734 273,839 (94,206) 179,633 Tradenames and trademarks 166,269 (58,299) 107,970 126,269 (33,545) 92,724 Non-compete agreements 6,371 (3,402) 2,969 4,117 (2,035) 2,082 Acquired technology 36,430 (14,722) 21,708 20,430 (8,262) 12,168 $ 690,745 $ (215,234) $ 475,511 $ 460,491 $ (151,417) $ 309,074 Intangible assets not subject to amortization: Tradenames and trademarks $ 89,400 $ 89,400 $ 564,911 $ 398,474 |
Schedule of estimated amortization expense | Based on the current amount of intangibles subject to amortization, the estimated future amortization expense as of December 31, 2020 is as follows: Amount Year ending December 31, 2021 $ 61,234 Year ending December 31, 2022 60,351 Year ending December 31, 2023 58,694 Year ending December 31, 2024 52,161 Year ending December 31, 2025 39,199 Thereafter 203,872 $ 475,511 |
Schedule of goodwill | The following table, which includes reclassified prior period amounts to conform to the new segment reporting structure, summarizes the activity related to the carrying value of goodwill by reportable segment: Nurse and Allied Physician and Leadership Technology and Workforce Solutions Total Balance, January 1, 2019 $ 224,454 $ 163,362 $ 50,690 $ 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 344,316 163,348 87,887 595,551 Goodwill adjustment for Advanced acquisition 29 — — 29 Goodwill adjustment for b4health acquisition — — (66) (66) Goodwill from Stratus Video acquisition — — 268,971 268,971 Reallocation due to change in segments (5,330) (10,548) 15,878 — Balance, December 31, 2020 $ 339,015 $ 152,800 $ 372,670 $ 864,485 Accumulated impairment loss as of December 31, 2019 and 2020 $ 154,444 $ 60,495 $ — $ 214,939 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of components of lease expense | The components of lease expense were as follows: Years Ended December 31, 2020 2019 Operating lease cost $ 20,176 $ 18,725 Short-term lease cost 8,702 20,112 Variable and other lease cost 2,526 2,880 Net lease cost $ 31,404 $ 41,717 Supplemental cash flow information related to leases was as follows: Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) $ 20,052 $ 17,817 |
Schedule of maturities of lease liabilities | The maturities of lease liabilities as of December 31, 2020 were as follows: Operating Leases Years ending December 31, 2021 $ 19,108 2022 18,552 2023 18,207 2024 17,030 2025 15,160 Thereafter 18,733 Total lease payments 106,790 Less imputed interest (13,958) Present value of lease liabilities $ 92,832 |
Schedule of assumptions used for operating leases | The weighted average remaining lease term and discount rate as of December 31, 2020 and 2019 were as follows: December 31, 2020 2019 Weighted average remaining lease term 6 years 7 years Weighted average discount rate 4.8 % 4.8 % |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Consolidated balance sheet details | The consolidated balance sheets detail is as follows: December 31, 2020 2019 Other current assets: Restricted cash and cash equivalents $ 18,626 $ 18,393 Income taxes receivable 6,591 5,984 Other 15,592 16,069 Other current assets $ 40,809 $ 40,446 Fixed assets: Furniture and equipment $ 47,355 $ 37,315 Software 220,971 191,050 Leasehold improvements 9,600 9,367 277,926 237,732 Accumulated depreciation (161,752) (132,900) Fixed assets, net $ 116,174 $ 104,832 Accounts payable and accrued expenses: Trade accounts payable $ 28,089 $ 26,985 Subcontractor payable 79,364 75,562 Accrued expenses 37,849 36,344 Loss contingencies 7,613 6,146 Professional liability reserve 8,897 7,925 Other 6,069 3,178 Accounts payable and accrued expenses $ 167,881 $ 156,140 Accrued compensation and benefits: Accrued payroll $ 59,721 $ 47,381 Accrued bonuses and commissions 34,514 22,613 Accrued travel expense 1,998 2,459 Health insurance reserve 5,590 4,019 Workers compensation reserve 10,244 8,782 Deferred compensation 97,184 81,064 Other 4,163 4,614 Accrued compensation and benefits $ 213,414 $ 170,932 Other current liabilities: Acquisition related liabilities $ 8,000 $ 20,000 Other 2,938 5,302 Other current liabilities $ 10,938 $ 25,302 Other long-term liabilities: Workers compensation reserve $ 20,930 $ 18,291 Professional liability reserve 31,997 34,606 Unrecognized tax benefits 5,447 5,431 Other 49,533 3,485 Other long-term liabilities $ 107,907 $ 61,813 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, 2019 and 2018 consists of the following: Years Ended December 31, 2020 2019 2018 Current income taxes: Federal $ 32,673 $ 25,255 $ 33,564 State 9,813 8,332 12,047 Total 42,486 33,587 45,611 Deferred income taxes: Federal (15,092) 625 (1,372) State (6,536) 288 705 Total (21,628) 913 (667) Provision for income taxes from operations $ 20,858 $ 34,500 $ 44,944 |
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 2020, 2019 and 2018 to pretax income from operations because of the effect of the following items during the years ended December 31, 2020, 2019 and 2018: Years Ended December 31, 2020 2019 2018 Tax expense at federal statutory rate $ 19,220 $ 31,253 $ 39,272 State taxes, net of federal benefit 4,161 6,810 9,902 Non-deductible expenses 3,621 3,840 2,956 Share-based compensation (2,311) (4,770) (4,343) Unrecognized tax benefit (78) (207) 413 Other, net (3,755) (2,426) (3,256) Income tax expense from operations $ 20,858 $ 34,500 $ 44,944 |
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 December 31, 2020 and 2019: December 31, 2020 2019 Deferred tax assets: Stock compensation $ 6,198 $ 5,848 Deferred compensation 24,604 20,564 Accrued bonus 7,607 4,294 Accrued payroll taxes 12,445 60 Accrued expenses 18,185 14,218 Operating lease liabilities 23,826 27,206 Net operating losses 9,557 3,448 Loss contingencies 6,459 — Other 989 570 Total deferred tax assets $ 109,870 $ 76,208 Deferred tax liabilities: Intangibles $ (126,833) $ (71,646) Fixed assets (25,252) (22,896) Operating lease right-of-use assets (19,933) (23,234) Other (5,057) (5,050) Total deferred tax liabilities $ (177,075) $ (122,826) Net deferred tax liabilities $ (67,205) $ (46,618) |
Schedule of unrecognized tax benefits | A summary of the changes in the amount of unrecognized tax benefits (excluding interest and penalties) for 2020, 2019 and 2018 is as follows: 2020 2019 2018 Beginning balance of unrecognized tax benefits $ 4,937 $ 4,393 $ 4,663 Additions based on tax positions related to the current year 667 588 475 Additions based on tax positions of prior years 255 990 753 Reductions due to lapse of applicable statute of limitation (943) (1,034) (547) Settlements — — (951) Ending balance of unrecognized tax benefits $ 4,916 $ 4,937 $ 4,393 |
Notes Payable and Credit Agre_2
Notes Payable and Credit Agreement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding debt | Outstanding debt balances as of December 31, 2020 and 2019 consisted of the following: As of December 31, 2020 2019 Additional Term Loan $ 21,875 $ — 2024 Notes — 325,000 2027 Notes 500,000 300,000 2029 Notes 350,000 — Total debt outstanding 871,875 625,000 Less unamortized fees and premium (9,226) (7,841) Less current portion of notes payable (4,688) — Long-term portion of notes payable $ 857,961 $ 617,159 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, 2019 and 2018: Number of Shares Weighted Average Unvested at January 1, 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 Granted—RSUs 271 $ 60.02 Granted—PRSUs (1) 155 $ 64.59 Vested (283) $ 49.18 Canceled/forfeited/expired (184) $ 53.84 Unvested at December 31, 2020 717 $ 58.88 (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 Weighted- 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 Granted — $ — Exercised (12) $ 7.51 Canceled/forfeited/expired — $ — Outstanding at December 31, 2020 — $ — Vested and expected to vest at December 31, 2020 — $ — Exercisable at December 31, 2020 — $ — |
Schedule of share-based compensation expense | Total share-based compensation expense for the years ended December 31, 2020, 2019 and 2018 was as follows: Years Ended December 31, 2020 2019 2018 Share-based employee compensation, before tax $ 20,465 $ 16,241 $ 10,815 Related income tax benefits (5,321) (4,223) (2,812) Share-based employee compensation, net of tax $ 15,144 $ 12,018 $ 8,003 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | Year Ended December 31, 2020 First Second Third Fourth Total Year (In thousands, except per share data) Revenue $ 602,461 $ 608,351 $ 551,631 $ 631,271 $ 2,393,714 Gross profit $ 202,066 $ 197,540 $ 184,633 $ 207,539 $ 791,778 Net income $ 12,965 $ 22,325 $ 26,067 $ 9,308 $ 70,665 Net income per share from: Basic $ 0.27 $ 0.47 $ 0.55 $ 0.20 $ 1.49 Diluted $ 0.27 $ 0.47 $ 0.55 $ 0.19 $ 1.48 Year Ended December 31, 2019 First Second Third Fourth 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 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash, Cash Equivalents and Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 29,213 | $ 82,985 | ||
Restricted cash and cash equivalents (included in other current assets) | 18,626 | 18,393 | ||
Restricted cash, cash equivalents and investments | 61,347 | 62,170 | ||
Total cash, cash equivalents and restricted cash and investments | 109,186 | 163,548 | ||
Less restricted investments | (25,196) | (9,586) | ||
Total cash, cash equivalents and restricted cash | $ 83,990 | $ 153,962 | $ 84,324 | $ 98,894 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Fixed Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
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) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Previously deferred revenue recognized during period | $ 11,729 | $ 9,972 |
Capitalized contract cost amortization | $ 11,208 | $ 11,369 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 3,332 | ||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | us-gaap:AccountingStandardsUpdate201409Member | |
Provision for expected credit losses | 4,428 | ||
Amounts written off charged against the allowance | (2,051) | ||
Ending balance | 7,043 | $ 3,332 | |
Cumulative Effect, Period of Adoption, Adjustment | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 1,334 | ||
Ending balance | $ 1,334 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | |||
Restricted cash, cash equivalents and investments | $ 61,347 | $ 62,170 | |
One Customer | Consolidated Revenue | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 14.00% | 13.00% | 13.00% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Share-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 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 | 200.00% |
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% |
Summary of Significant Accou_10
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, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||||||||||
Common stock excluded from calculation of EPS (in shares) | 41 | 43 | 23 | ||||||||
Computation of Basic and Diluted Net Income Per Common Share [Abstract] | |||||||||||
Net income | $ 9,308 | $ 26,067 | $ 22,325 | $ 12,965 | $ 27,482 | $ 23,515 | $ 28,869 | $ 34,122 | $ 70,665 | $ 113,988 | $ 141,741 |
Net income per common share - basic (in dollars per share) | $ 0.20 | $ 0.55 | $ 0.47 | $ 0.27 | $ 0.59 | $ 0.50 | $ 0.62 | $ 0.73 | $ 1.49 | $ 2.44 | $ 2.99 |
Net income per common share - diluted (in dollars per share) | $ 0.19 | $ 0.55 | $ 0.47 | $ 0.27 | $ 0.58 | $ 0.49 | $ 0.61 | $ 0.71 | $ 1.48 | $ 2.40 | $ 2.91 |
Weighted average common shares outstanding - basic (in shares) | 47,424 | 46,704 | 47,371 | ||||||||
Plus dilutive effect of potential common shares (in shares) | 266 | 889 | 1,297 | ||||||||
Weighted average common shares outstanding - diluted (in shares) | 47,690 | 47,593 | 48,668 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Segment Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | |
Accounting Policies [Abstract] | |||||||||||
Number of reportable segments | segment | 3 | 3 | |||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | $ 631,271 | $ 551,631 | $ 608,351 | $ 602,461 | $ 586,892 | $ 567,597 | $ 535,177 | $ 532,441 | $ 2,393,714 | $ 2,222,107 | $ 2,136,074 |
Segment operating income | 149,265 | 176,915 | 202,828 | ||||||||
Depreciation and amortization | 92,766 | 58,520 | 41,237 | ||||||||
Depreciation (included in cost of revenue) | 1,421 | 0 | 0 | ||||||||
Share-based compensation | 20,465 | 16,241 | 10,815 | ||||||||
Interest expense, net, and other | 57,742 | 28,427 | 16,143 | ||||||||
Income before income taxes | 91,523 | 148,488 | 186,685 | ||||||||
Temporary staffing | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 2,107,539 | 2,045,572 | 1,974,135 | ||||||||
Permanent placement | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 58,394 | 79,778 | 74,371 | ||||||||
Outsourced workforce | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 134,468 | 16,096 | 15,042 | ||||||||
SaaS-based technologies | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 93,313 | 80,661 | 72,526 | ||||||||
Nurse and Allied Solutions | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 1,699,311 | 1,562,588 | 1,431,018 | ||||||||
Nurse and Allied Solutions | Temporary staffing | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 1,699,311 | 1,562,588 | 1,431,018 | ||||||||
Nurse and Allied Solutions | Permanent placement | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Nurse and Allied Solutions | Outsourced workforce | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Nurse and Allied Solutions | SaaS-based technologies | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Physician and Leadership Solutions | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 466,622 | 562,762 | 617,488 | ||||||||
Physician and Leadership Solutions | Temporary staffing | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 408,228 | 482,984 | 543,117 | ||||||||
Physician and Leadership Solutions | Permanent placement | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 58,394 | 79,778 | 74,371 | ||||||||
Physician and Leadership Solutions | Outsourced workforce | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Physician and Leadership Solutions | SaaS-based technologies | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Technology and Workforce Solutions | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 227,781 | 96,757 | 87,568 | ||||||||
Technology and Workforce Solutions | Temporary staffing | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Technology and Workforce Solutions | Permanent placement | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Technology and Workforce Solutions | Outsourced workforce | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 134,468 | 16,096 | 15,042 | ||||||||
Technology and Workforce Solutions | SaaS-based technologies | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 93,313 | 80,661 | 72,526 | ||||||||
Operating Segments | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 2,393,714 | 2,222,107 | 2,136,074 | ||||||||
Segment operating income | 387,559 | 335,139 | 329,316 | ||||||||
Operating Segments | Nurse and Allied Solutions | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 1,699,311 | 1,562,588 | 1,431,018 | ||||||||
Segment operating income | 232,005 | 219,862 | 201,866 | ||||||||
Operating Segments | Physician and Leadership Solutions | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 466,622 | 562,762 | 617,488 | ||||||||
Segment operating income | 62,342 | 71,378 | 86,077 | ||||||||
Operating Segments | Technology and Workforce Solutions | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Revenue | 227,781 | 96,757 | 87,568 | ||||||||
Segment operating income | 93,212 | 43,899 | 41,373 | ||||||||
Corporate, Non-Segment | |||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||||||||
Unallocated corporate overhead | $ 123,642 | $ 83,463 | $ 74,436 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Present value of lease liabilities | $ 114,807 | $ 92,832 | |||
Operating lease right-of-use assets | 99,525 | 77,735 | $ 89,866 | ||
Derecognition of existing deferred rent liabilities | $ 15,302 | ||||
Reduction to retained earnings | (819,677) | (736,742) | $ (638,990) | $ (562,527) | |
Retained Earnings | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Reduction to retained earnings | $ (469,558) | (400,047) | $ (286,059) | (142,229) | |
Cumulative Effect, Period of Adoption, Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Reduction to retained earnings | 1,154 | (2,089) | |||
Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Reduction to retained earnings | $ 1,154 | $ (2,089) |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | 36 Months Ended |
Dec. 31, 2020acquisition | |
Business Combinations [Abstract] | |
Number of acquisitions | 6 |
Acquisitions - Stratus Video Ac
Acquisitions - Stratus Video Acquisition (Details) - USD ($) | Feb. 14, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 14, 2019 |
Business Acquisition [Line Items] | |||||||||||||
Cash consideration | $ 476,491,000 | $ 247,906,000 | $ 217,360,000 | ||||||||||
Long-term portion of notes payable | $ 857,961,000 | $ 617,159,000 | 857,961,000 | 617,159,000 | |||||||||
Goodwill | 864,485,000 | 595,551,000 | 864,485,000 | 595,551,000 | 438,506,000 | ||||||||
Revenue | 631,271,000 | $ 551,631,000 | $ 608,351,000 | $ 602,461,000 | $ 586,892,000 | $ 567,597,000 | $ 535,177,000 | $ 532,441,000 | 2,393,714,000 | 2,222,107,000 | 2,136,074,000 | ||
Aggregate amortization expense, intangible assets | 63,817,000 | 36,493,000 | |||||||||||
Interest expense | 57,742,000 | 28,427,000 | $ 16,143,000 | ||||||||||
Secured Debt | Term Loan Credit Facility | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 150,000,000 | ||||||||||||
Long-term portion of notes payable | $ 250,000,000 | ||||||||||||
Stratus Video and Advanced | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition related costs | 14,468,000 | ||||||||||||
Incremental acquisition-related costs | 25,311,000 | ||||||||||||
Aggregate amortization expense, intangible assets | 15,014,000 | ||||||||||||
Interest expense | $ 6,722,000 | ||||||||||||
Stratus Video | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash consideration | 485,568,000 | $ 99,000 | |||||||||||
Acquisition related costs | 11,467,000 | ||||||||||||
Purchase price, net of working capital adjustment | 485,667,000 | ||||||||||||
Fair value of tangible assets acquired | 44,909,000 | 44,909,000 | |||||||||||
Cash and restricted cash received | 9,176,000 | 9,176,000 | |||||||||||
Liabilities assumed | 56,213,000 | 56,213,000 | |||||||||||
Identified intangible assets | $ 228,000,000 | 228,000,000 | 228,000,000 | ||||||||||
Goodwill | 268,971,000 | 268,971,000 | |||||||||||
Goodwill expected to be tax deductible | $ 10,182,000 | 10,182,000 | |||||||||||
Weighted average useful life of intangible assets | 17 years | ||||||||||||
Revenue | 116,054,000 | ||||||||||||
Income before income taxes | $ 20,164,000 | ||||||||||||
Stratus Video | Tradenames and trademarks | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Identified intangible assets | $ 40,000,000 | ||||||||||||
Useful life | 5 years |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Feb. 14, 2020 | Jun. 14, 2019 | Apr. 09, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 |
Stratus Video | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Fair Value | $ 228,000 | $ 228,000 | ||||||
Stratus Video | Customer Relationships | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Fair Value | $ 171,000 | |||||||
Useful Life | 20 years | |||||||
Stratus Video | Tradenames and Trademarks | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Fair Value | $ 40,000 | |||||||
Useful Life | 5 years | |||||||
Stratus Video | Tradenames and Trademarks | Minimum | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Useful Life | 5 years | |||||||
Stratus Video | Tradenames and Trademarks | Maximum | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Useful Life | 10 years | |||||||
Stratus Video | Developed Technology | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Fair Value | $ 16,000 | |||||||
Useful Life | 5 years | |||||||
Stratus Video | Interpreter Database | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Fair Value | $ 1,000 | |||||||
Useful Life | 4 years | |||||||
Advanced Acquisition | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Fair Value | $ 91,700 | $ 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 | $ 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 |
Acquisitions - Business Acquisi
Acquisitions - Business Acquisition, Pro Forma Financial Information (Details) - Stratus Video and Advanced - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Revenue | $ 2,407,586 | $ 2,383,405 |
Income from operations | 165,196 | 145,069 |
Net income | $ 81,422 | $ 85,154 |
Acquisitions - b4health Acquisi
Acquisitions - b4health Acquisition (Details) - USD ($) | Dec. 19, 2019 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 476,491,000 | $ 247,906,000 | $ 217,360,000 | |||
Goodwill | $ 864,485,000 | 864,485,000 | $ 595,551,000 | $ 438,506,000 | ||
b4health acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 23,006,000 | |||||
Cash consideration | 19,906,000 | |||||
Contingent earn-out based on future operating performance (up to) | 12,000,000 | |||||
Fair value of contingent earn-out | $ 3,100,000 | |||||
Working capital returned to Company for working capital settlement | $ 66,000 | |||||
Purchase price, net of working capital adjustment | 22,940,000 | |||||
Fair value of tangible assets acquired | 1,169,000 | 1,169,000 | ||||
Cash and restricted cash received | 222,000 | 222,000 | ||||
Liabilities assumed | 823,000 | 823,000 | ||||
Identified intangible assets | 9,000,000 | 9,000,000 | ||||
Goodwill | 13,594,000 | 13,594,000 | ||||
Weighted average useful life of intangible assets | 7 years | |||||
b4health acquisition | Developed Technology | ||||||
Business Acquisition [Line Items] | ||||||
Identified intangible assets | 3,000,000 | 3,000,000 | ||||
b4health acquisition | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Identified intangible assets | 4,000,000 | 4,000,000 | ||||
b4health acquisition | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Identified intangible assets | $ 2,000,000 | $ 2,000,000 |
Acquisitions - Advanced Acquisi
Acquisitions - Advanced Acquisition (Details) - USD ($) | Jun. 14, 2019 | Jun. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 476,491,000 | $ 247,906,000 | $ 217,360,000 | |||
Goodwill | $ 864,485,000 | $ 595,551,000 | $ 438,506,000 | |||
Secured Debt | Term Loan Credit Facility | ||||||
Business Acquisition [Line Items] | ||||||
Maximum borrowing capacity | $ 150,000,000 | |||||
Advanced Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | 211,743,000 | |||||
Cash consideration | 201,121,000 | $ 73,000 | ||||
Contingent earn-out based on future operating performance (up to) | 20,000,000 | |||||
Fair value of contingent earn-out | 10,622,000 | |||||
Purchase price, net of working capital adjustment | $ 211,816,000 | |||||
Fair value of tangible assets acquired | 29,020,000 | |||||
Cash and restricted cash received | 2,497,000 | |||||
Liabilities assumed | 28,772,000 | |||||
Identified intangible assets | $ 91,700,000 | 91,700,000 | ||||
Goodwill | 119,868,000 | |||||
Goodwill expected to be tax deductible | $ 57,236,000 | |||||
Weighted average useful life of intangible assets | 9 years |
Acquisitions - Silversheet Acqu
Acquisitions - Silversheet Acquisition (Details) - USD ($) | Jan. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Cash consideration | $ 476,491,000 | $ 247,906,000 | $ 217,360,000 | ||
Goodwill | $ 864,485,000 | $ 595,551,000 | $ 438,506,000 | ||
Silversheet, Inc. | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 31,676,000 | ||||
Cash consideration | 30,176,000 | ||||
Contingent earn-out based on future operating performance (up to) | 25,000,000 | ||||
Fair value of contingent earn-out | $ 1,500,000 | ||||
Purchase price, net of working capital adjustment | $ 31,676,000 | ||||
Fair value of tangible assets acquired | 2,826,000 | ||||
Cash and restricted cash received | 651,000 | ||||
Liabilities assumed | 1,567,000 | ||||
Identified intangible assets | 6,880,000 | ||||
Goodwill | 23,537,000 | ||||
Goodwill expected to be tax deductible | $ 0 | ||||
Weighted average useful life of intangible assets | 8 years | ||||
Silversheet, Inc. | Developed Technology | |||||
Business Acquisition [Line Items] | |||||
Identified intangible assets | $ 5,300,000 | ||||
Silversheet, Inc. | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Identified intangible assets | 1,500,000 | ||||
Silversheet, Inc. | Based on operating results for the twelve months ending December 31, 2019 | |||||
Business Acquisition [Line Items] | |||||
Contingent earn-out based on future operating performance (up to) | 6,000,000 | ||||
Silversheet, Inc. | Based on operating results for the twelve months ending December 31, 2020 | |||||
Business Acquisition [Line Items] | |||||
Contingent earn-out based on future operating performance (up to) | $ 19,000,000 |
Acquisitions - MedPartners Acqu
Acquisitions - MedPartners Acquisition (Details) - USD ($) | Apr. 09, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 476,491,000 | $ 247,906,000 | $ 217,360,000 | ||||
Goodwill | $ 864,485,000 | $ 595,551,000 | $ 438,506,000 | ||||
MedPartners Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 200,933,000 | ||||||
Cash consideration | 196,533,000 | ||||||
Contingent earn-out based on future operating performance (up to) | 20,000,000 | ||||||
Fair value of contingent earn-out | 4,400,000 | ||||||
Working capital returned to Company for working capital settlement | $ 222,000 | ||||||
Purchase price, net of working capital adjustment | $ 200,711,000 | ||||||
Fair value of tangible assets acquired | 28,508,000 | ||||||
Cash and restricted cash received | 8,403,000 | ||||||
Liabilities assumed | 11,933,000 | ||||||
Identified intangible assets | $ 103,000,000 | 103,000,000 | |||||
Goodwill | $ 81,136,000 | ||||||
Weighted average useful life of intangible assets | 16 years | ||||||
MedPartners Acquisition | Tradenames and trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Identified intangible assets | $ 46,000,000 | ||||||
Useful Life | 20 years | 5 years | |||||
MedPartners Acquisition | Based on operating results for the twelve months ending December 31, 2019 | |||||||
Business Acquisition [Line Items] | |||||||
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 Acquisition [Line Items] | |||||||
Contingent earn-out based on future operating performance (up to) | $ 10,000,000 |
Acquisitions - Phillips DiPisa
Acquisitions - Phillips DiPisa and Leaders For Today Acquisition (Details) | Apr. 06, 2018USD ($)acquisition | Jun. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2020USD ($)acquisition |
Business Acquisition [Line Items] | |||||||
Number of acquisitions | acquisition | 6 | ||||||
Cash consideration | $ 476,491,000 | $ 247,906,000 | $ 217,360,000 | ||||
Goodwill | $ 864,485,000 | $ 595,551,000 | $ 438,506,000 | $ 864,485,000 | |||
PDA and LFT | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquisitions | acquisition | 2 | ||||||
Purchase price | $ 35,968,000 | ||||||
Cash consideration | 30,268,000 | ||||||
Contingent earn-out based on future operating performance (up to) | 7,000,000 | ||||||
Fair value of contingent earn-out | $ 5,700,000 | ||||||
Working capital returned to Company for working capital settlement | $ 465,000 | ||||||
Purchase price, net of working capital adjustment | $ 35,503,000 | ||||||
Fair value of tangible assets acquired | 4,389,000 | ||||||
Cash and restricted 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 Acquisition [Line Items] | |||||||
Identified intangible assets | $ 5,400,000 | ||||||
PDA and LFT | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Identified intangible assets | 8,000,000 | ||||||
PDA and LFT | Staffing Database | |||||||
Business Acquisition [Line Items] | |||||||
Identified intangible assets | $ 5,710,000 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 20, 2020 | 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 | 58,345,000 | 59,243,000 | |||
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 | 58,345,000 | 59,243,000 | |||
Commercial paper - AFS securities | $ 25,196,000 | $ 9,586,000 | |||
2024 Notes | Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate | 5.125% | 5.125% | |||
2029 Notes | Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate | 4.00% | 4.00% |
Fair Value Measurement - Financ
Fair Value Measurement - Financial Assets and (Liabilities) (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
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 | $ 2,198 | $ 2,508 |
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 | 58,345 | 59,243 |
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 | 2,198 | 2,508 |
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 | 58,345 | 59,243 |
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 | (97,184) | (81,064) |
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 | (97,184) | (81,064) |
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 | (8,000) | (23,100) |
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 | $ (8,000) | $ (23,100) |
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, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ (23,100) | $ (7,700) |
Ending balance | (8,000) | (23,100) |
PDA and LFT | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Settlement of contingent liability | 0 | 7,000 |
Advanced | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Settlement of contingent liability | 20,000 | 0 |
Contingent consideration liability | 0 | (10,622) |
Change in fair value of contingent consideration liability | 0 | (9,378) |
Silversheet, Inc. | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent consideration liability | 0 | (1,500) |
Change in fair value of contingent consideration liability | 0 | 1,500 |
b4health | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent consideration liability | 0 | (3,100) |
Change in fair value of contingent consideration liability | (4,900) | 0 |
MedPartners | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value of contingent consideration liability | $ 0 | $ 700 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value of Financial Instruments (Details) - Senior Notes - USD ($) | Dec. 31, 2020 | Oct. 20, 2020 | Aug. 13, 2020 | Dec. 31, 2019 | Oct. 01, 2019 |
2024 Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Carrying Amount | $ 0 | $ 325,000,000 | |||
Estimated Fair Value | 0 | 337,188,000 | |||
2027 Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Carrying Amount | 500,000,000 | $ 200,000,000 | 300,000,000 | $ 300,000,000 | |
Estimated Fair Value | 521,250,000 | 301,500,000 | |||
2029 Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Carrying Amount | 350,000,000 | $ 350,000,000 | 0 | ||
Estimated Fair Value | $ 357,000,000 | $ 0 |
Goodwill and Identifiable Int_3
Goodwill and Identifiable Intangible Assets - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 690,745 | $ 460,491 |
Accumulated Amortization | (215,234) | (151,417) |
Net Carrying Amount | 475,511 | 309,074 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets excluding goodwill | 564,911 | 398,474 |
Tradenames and trademarks | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization | 89,400 | 89,400 |
Staffing databases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 36,836 | 35,836 |
Accumulated Amortization | (16,706) | (13,369) |
Net Carrying Amount | 20,130 | 22,467 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 444,839 | 273,839 |
Accumulated Amortization | (122,105) | (94,206) |
Net Carrying Amount | 322,734 | 179,633 |
Tradenames and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 166,269 | 126,269 |
Accumulated Amortization | (58,299) | (33,545) |
Net Carrying Amount | 107,970 | 92,724 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,371 | 4,117 |
Accumulated Amortization | (3,402) | (2,035) |
Net Carrying Amount | 2,969 | 2,082 |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 36,430 | 20,430 |
Accumulated Amortization | (14,722) | (8,262) |
Net Carrying Amount | $ 21,708 | $ 12,168 |
Goodwill and Identifiable Int_4
Goodwill and Identifiable Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Aggregate amortization expense, intangible assets | $ 63,817,000 | $ 36,493,000 |
Goodwill, impairment loss | $ 0 |
Goodwill and Identifiable Int_5
Goodwill and Identifiable Intangible Assets - Estimated Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Year ending December 31, 2021 | $ 61,234 | |
Year ending December 31, 2022 | 60,351 | |
Year ending December 31, 2023 | 58,694 | |
Year ending December 31, 2024 | 52,161 | |
Year ending December 31, 2025 | 39,199 | |
Thereafter | 203,872 | |
Net Carrying Amount | $ 475,511 | $ 309,074 |
Goodwill and Identifiable Int_6
Goodwill and Identifiable Intangible Assets - Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 595,551 | $ 438,506 |
Reallocation due to change in segments | 0 | |
Ending balance | 864,485 | 595,551 |
Accumulated impairment loss | 214,939 | 214,939 |
Nurse and Allied Solutions | ||
Goodwill [Roll Forward] | ||
Beginning balance | 344,316 | 224,454 |
Reallocation due to change in segments | (5,330) | |
Ending balance | 339,015 | 344,316 |
Accumulated impairment loss | 154,444 | 154,444 |
Physician and Leadership Solutions | ||
Goodwill [Roll Forward] | ||
Beginning balance | 163,348 | 163,362 |
Reallocation due to change in segments | (10,548) | |
Ending balance | 152,800 | 163,348 |
Accumulated impairment loss | 60,495 | 60,495 |
Technology and Workforce Solutions | ||
Goodwill [Roll Forward] | ||
Beginning balance | 87,887 | 50,690 |
Reallocation due to change in segments | 15,878 | |
Ending balance | 372,670 | 87,887 |
Accumulated impairment loss | 0 | 0 |
MedPartners Acquisition | ||
Goodwill [Roll Forward] | ||
Goodwill adjustment for acquisition | 23 | |
MedPartners Acquisition | Nurse and Allied Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill adjustment for acquisition | 23 | |
MedPartners Acquisition | Physician and Leadership Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill adjustment for acquisition | 0 | |
MedPartners Acquisition | Technology and Workforce Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill adjustment for acquisition | 0 | |
PDA and LFT | ||
Goodwill [Roll Forward] | ||
Goodwill adjustment for acquisition | (14) | |
PDA and LFT | Nurse and Allied Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill adjustment for acquisition | 0 | |
PDA and LFT | Physician and Leadership Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill adjustment for acquisition | (14) | |
PDA and LFT | Technology and Workforce Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill adjustment for acquisition | 0 | |
Silversheet, Inc. | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | 23,537 | |
Silversheet, Inc. | Nurse and Allied Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | 0 | |
Silversheet, Inc. | Physician and Leadership Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | 0 | |
Silversheet, Inc. | Technology and Workforce Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | 23,537 | |
Advanced | ||
Goodwill [Roll Forward] | ||
Goodwill adjustment for acquisition | 29 | |
Goodwill from acquisition | 119,839 | |
Advanced | Nurse and Allied Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill adjustment for acquisition | 29 | |
Goodwill from acquisition | 119,839 | |
Advanced | Physician and Leadership Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill adjustment for acquisition | 0 | |
Goodwill from acquisition | 0 | |
Advanced | Technology and Workforce Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill adjustment for acquisition | 0 | |
Goodwill from acquisition | 0 | |
b4health | ||
Goodwill [Roll Forward] | ||
Goodwill adjustment for acquisition | (66) | |
Goodwill from acquisition | 13,660 | |
Ending balance | 13,594 | |
b4health | Nurse and Allied Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill adjustment for acquisition | 0 | |
Goodwill from acquisition | 0 | |
b4health | Physician and Leadership Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill adjustment for acquisition | 0 | |
Goodwill from acquisition | 0 | |
b4health | Technology and Workforce Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill adjustment for acquisition | (66) | |
Goodwill from acquisition | $ 13,660 | |
Stratus Video | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | 268,971 | |
Ending balance | 268,971 | |
Stratus Video | Nurse and Allied Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | 0 | |
Stratus Video | Physician and Leadership Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | 0 | |
Stratus Video | Technology and Workforce Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill from acquisition | $ 268,971 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2018 | |
Leases [Abstract] | ||
Option to extend, term (up to) | 10 years | |
Option to terminate, term (within) | 3 years | |
Rent expense | $ 21,402 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 20,176 | $ 18,725 |
Short-term lease cost | 8,702 | 20,112 |
Variable and other lease cost | 2,526 | 2,880 |
Net lease cost | $ 31,404 | $ 41,717 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jan. 01, 2019 |
December 31, | ||
2021 | $ 19,108 | |
2022 | 18,552 | |
2023 | 18,207 | |
2024 | 17,030 | |
2025 | 15,160 | |
Thereafter | 18,733 | |
Total lease payments | 106,790 | |
Less imputed interest | (13,958) | |
Present value of lease liabilities | $ 92,832 | $ 114,807 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Regarding Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 20,052 | $ 17,817 |
Leases - Assumptions Used for O
Leases - Assumptions Used for Operating Leases (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Weighted average remaining lease term | 6 years | 7 years |
Weighted average discount rate | 4.80% | 4.80% |
Balance Sheet Details (Details)
Balance Sheet Details (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other current assets: | ||
Restricted cash and cash equivalents | $ 18,626 | $ 18,393 |
Income taxes receivable | 6,591 | 5,984 |
Other | 15,592 | 16,069 |
Other current assets | 40,809 | 40,446 |
Fixed assets: | ||
Furniture and equipment | 47,355 | 37,315 |
Software | 220,971 | 191,050 |
Leasehold improvements | 9,600 | 9,367 |
Fixed assets, gross | 277,926 | 237,732 |
Accumulated depreciation | (161,752) | (132,900) |
Fixed assets, net | 116,174 | 104,832 |
Accounts payable and accrued expenses: | ||
Trade accounts payable | 28,089 | 26,985 |
Subcontractor payable | 79,364 | 75,562 |
Accrued expenses | 37,849 | 36,344 |
Loss contingencies | 7,613 | 6,146 |
Professional liability reserve | 8,897 | 7,925 |
Other | 6,069 | 3,178 |
Accounts payable and accrued expenses | 167,881 | 156,140 |
Accrued compensation and benefits: | ||
Accrued payroll | 59,721 | 47,381 |
Accrued bonuses and commissions | 34,514 | 22,613 |
Accrued travel expense | 1,998 | 2,459 |
Health insurance reserve | 5,590 | 4,019 |
Workers compensation reserve | 10,244 | 8,782 |
Deferred compensation | 97,184 | 81,064 |
Other | 4,163 | 4,614 |
Accrued compensation and benefits | 213,414 | 170,932 |
Other current liabilities: | ||
Acquisition related liabilities | 8,000 | 20,000 |
Other | 2,938 | 5,302 |
Other current liabilities | 10,938 | 25,302 |
Other long-term liabilities: | ||
Workers compensation reserve | 20,930 | 18,291 |
Professional liability reserve | 31,997 | 34,606 |
Unrecognized tax benefits | 5,447 | 5,431 |
Other | 49,533 | 3,485 |
Other long-term liabilities | $ 107,907 | $ 61,813 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current income taxes: | |||
Federal | $ 32,673,000 | $ 25,255,000 | $ 33,564,000 |
State | 9,813,000 | 8,332,000 | 12,047,000 |
Total | 42,486,000 | 33,587,000 | 45,611,000 |
Deferred income taxes: | |||
Federal | (15,092,000) | 625,000 | (1,372,000) |
State | (6,536,000) | 288,000 | 705,000 |
Total | (21,628,000) | 913,000 | (667,000) |
Income tax expense from operations | $ 20,858,000 | $ 34,500,000 | $ 44,944,000 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax reconciliation | |||
Tax expense at federal statutory rate | $ 19,220 | $ 31,253 | $ 39,272 |
State taxes, net of federal benefit | 4,161 | 6,810 | 9,902 |
Non-deductible expenses | 3,621 | 3,840 | 2,956 |
Share-based compensation | (2,311) | (4,770) | (4,343) |
Unrecognized tax benefit | (78) | (207) | 413 |
Other, net | (3,755) | (2,426) | (3,256) |
Income tax expense from operations | $ 20,858 | $ 34,500 | $ 44,944 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Stock compensation | $ 6,198 | $ 5,848 |
Deferred compensation | 24,604 | 20,564 |
Accrued bonus | 7,607 | 4,294 |
Accrued payroll taxes | 12,445 | 60 |
Accrued expenses | 18,185 | 14,218 |
Operating lease liabilities | 23,826 | 27,206 |
Net operating losses | 9,557 | 3,448 |
Loss contingencies | 6,459 | 0 |
Other | 989 | 570 |
Total deferred tax assets | 109,870 | 76,208 |
Deferred tax liabilities | ||
Intangibles | (126,833) | (71,646) |
Fixed assets | (25,252) | (22,896) |
Operating lease right-of-use assets | (19,933) | (23,234) |
Other | (5,057) | (5,050) |
Total deferred tax liabilities | (177,075) | (122,826) |
Net deferred tax liabilities | $ (67,205) | $ (46,618) |
Income Taxes - Operating Loss C
Income Taxes - Operating Loss Carryforwards (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Federal | |
Operating Loss Carryforwards | |
Operating loss carryforwards | $ 41,430 |
State | |
Operating Loss Carryforwards | |
Operating loss carryforwards | $ 16,631 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2019 | Jul. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||||
Beginning balance of unrecognized tax benefits | $ 4,937 | $ 4,393 | $ 4,663 | ||
Additions based on tax positions related to the current year | 667 | 588 | 475 | ||
Additions based on tax positions of prior years | 255 | 990 | 753 | ||
Reductions due to lapse of applicable statute of limitation | (943) | (1,034) | (547) | ||
Settlements | 0 | 0 | (951) | ||
Ending balance of unrecognized tax benefits | 4,916 | 4,937 | 4,393 | ||
Unrecognized tax benefits that would affect the effective tax rate, net of temporary differences | 4,616 | ||||
Temporary differences | 831 | ||||
Accrued interest and penalties related to uncertain tax positions | 530 | 493 | 467 | ||
Interest and penalties recognized | $ 37 | $ 26 | $ (139) | ||
Advanced Acquisition | |||||
Business Acquisition [Line Items] | |||||
Income tax assessment | $ 1,300 | $ 8,300 |
Income Taxes - CARES Act (Detai
Income Taxes - CARES Act (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred payroll taxes, CARES Act | $ 48,249 |
Employee retention employment tax credit, CARES Act | $ 1,183 |
Notes Payable and Credit Agre_3
Notes Payable and Credit Agreement - The Company’s Credit Agreement and Related Credit Facilities (Details) - USD ($) | Feb. 14, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 14, 2019 | Feb. 09, 2018 |
Debt Instrument [Line Items] | |||||
Long-term portion of notes payable | $ 857,961,000 | $ 617,159,000 | |||
Term Loan Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt issuance fees incurred | $ 4,144,000 | ||||
Unamortized debt issuance costs | 1,681,000 | ||||
Secured Debt | Term Loan Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 150,000,000 | ||||
Long-term portion of notes payable | $ 250,000,000 | ||||
Annual amortization percentage, first year | 2.50% | ||||
Annual amortization percentage, after first year | 5.00% | ||||
Secured Debt | Term Loan Credit Facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest rate at period end | 1.65% | ||||
Revolving Credit Facility and Secured Debt | Term Loan Credit Facility | Minimum | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Revolving Credit Facility and Secured Debt | Term Loan Credit Facility | Minimum | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.00% | ||||
Revolving Credit Facility and Secured Debt | Term Loan Credit Facility | Maximum | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.75% | ||||
Revolving Credit Facility and Secured Debt | Term Loan Credit Facility | Maximum | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.75% | ||||
Senior Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 75,000,000 | $ 400,000,000 | |||
Debt collateral | $ 21,910,000 | ||||
Available credit | $ 378,090,000 | ||||
Revolving Credit Facility, Swing Line Loan | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 75,000,000 |
Notes Payable and Credit Agre_4
Notes Payable and Credit Agreement - Senior Notes (Details) - USD ($) | Nov. 04, 2020 | Oct. 20, 2020 | Aug. 13, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 01, 2019 |
Debt Instrument [Line Items] | ||||||||
Repayments of line of credit | $ 245,000,000 | $ 221,000,000 | $ 75,000,000 | |||||
Term Loan Credit Facility | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Extinguishment of debt | $ 200,000,000 | |||||||
2027 Notes | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 4.625% | 4.625% | ||||||
Aggregate principal amount | $ 200,000,000 | $ 500,000,000 | 300,000,000 | $ 300,000,000 | ||||
Issuance price, percentage of principal amount | 101.00% | |||||||
Payment of debt issuance fees and expenses | $ 2,620,000 | |||||||
2029 Notes | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 4.00% | 4.00% | ||||||
Aggregate principal amount | $ 350,000,000 | $ 350,000,000 | $ 0 | |||||
Payment of debt issuance fees and expenses | 4,744,000 | |||||||
2029 Notes | Senior Notes | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of line of credit | $ 40,000,000 | |||||||
2024 Notes | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Extinguishment of debt | $ 325,000,000 | |||||||
Payments for redemption premium and accrued and unpaid interest | $ 9,857,000 | |||||||
Write off of unamortized financing fees | $ 2,992,000 |
Notes Payable and Credit Agre_5
Notes Payable and Credit Agreement - Debt Balances (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Feb. 26, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 20, 2020 | Aug. 13, 2020 | Feb. 14, 2020 | Oct. 01, 2019 | Oct. 31, 2016 | |
Debt Instrument [Line Items] | |||||||||
Total debt outstanding | $ 871,875 | $ 625,000 | |||||||
Less unamortized fees and premium | (9,226) | (7,841) | |||||||
Less current portion of notes payable | (4,688) | 0 | |||||||
Long-term portion of notes payable | 857,961 | 617,159 | |||||||
Proceeds from line of credit | 245,000 | 101,000 | $ 195,000 | ||||||
Senior Notes | 2024 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt outstanding | $ 0 | 325,000 | |||||||
Interest rate | 5.125% | 5.125% | |||||||
Senior Notes | 2027 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt outstanding | $ 500,000 | 300,000 | |||||||
Interest rate | 4.625% | 4.625% | |||||||
Senior Notes | 2029 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt outstanding | $ 350,000 | 0 | |||||||
Interest rate | 4.00% | 4.00% | |||||||
Secured Debt | Term Loan Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt outstanding | $ 21,875 | $ 0 | |||||||
Long-term portion of notes payable | $ 250,000 | ||||||||
Senior Credit Facility | Line of Credit | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from line of credit | $ 25,000 |
Notes Payable and Credit Agre_6
Notes Payable and Credit Agreement - Letters of Credit (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Standby Letters of Credit | ||
Line of Credit Facility [Line Items] | ||
Letters of credit, amount outstanding | $ 24,064 | $ 19,752 |
Debt collateral | 2,154 | |
Senior Credit Facility | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Debt collateral | $ 21,910 |
Retirement Plans - 401(k) Retir
Retirement Plans - 401(k) Retirement Savings Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Employer contributions, net of forfeitures | $ 4,256 | $ 5,516 | $ 5,250 |
Retirement Plans - Deferred Com
Retirement Plans - Deferred Compensation Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Cash surrender value of life insurance | $ 98,161 | $ 79,515 | |
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 | $ 2,845 | $ 5,551 | $ 4,708 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 01, 2016 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Treasury Stock, Number of Shares and Restriction Disclosures [Abstract] | ||||
Stock repurchase program, authorized amount (up to) | $ 150,000,000 | |||
Treasury stock acquired (in shares) | 0 | 395,000 | ||
Treasury stock acquired (in dollars per share) | $ 47.30 | |||
Aggregate purchase price of treasury stock | $ 18,705,000 | $ 67,013,000 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | Apr. 19, 2017 | Apr. 18, 2012 | Apr. 09, 2009 | Apr. 18, 2007 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2014 | Dec. 31, 2006 |
Stock Options and Stock Appreciation Rights | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Awards outstanding (in shares) | 0 | ||||||||
Total intrinsic value of share-based payment award exercised | $ 828 | $ 9,177 | $ 1,535 | ||||||
Total intrinsic value of share-based payment award outstanding and exercisable | 645 | ||||||||
RSUs and Performance Shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total unrecognized compensation cost | $ 16,972 | ||||||||
Unrecognized compensation cost, weighted average remaining period | 1 year 8 months 12 days | ||||||||
Aggregate intrinsic value | $ 48,945 | $ 47,242 | |||||||
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 (in shares) | 723,000 | ||||||||
Contractual life | 10 years | ||||||||
Additional number of shares authorized (in shares) | 1,400,000 | 2,400,000 | 1,850,000 | 3,000,000 | |||||
Number of equity awards reserved for future issuance (in shares) | 2,830,000 | 2,930,000 | |||||||
2014 Employee Inducement Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized for issuance (in shares) | 200,000 | ||||||||
Number of shares of common stock available for future grants (in shares) | 179,000 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Units (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | |||
Unvested, beginning balance (in shares) | 758 | 818 | 855 |
Vested (in shares) | (283) | (400) | (499) |
Canceled/forfeited/expired (in shares) | (184) | (52) | (83) |
Unvested, ending balance (in shares) | 717 | 758 | 818 |
Weighted Average Grant Date Fair Value per Share | |||
Unvested, beginning balance (in dollars per share) | $ 52.45 | $ 43.84 | $ 30.98 |
Vested (in dollars per share) | 49.18 | 35.46 | 23.04 |
Canceled/forfeited/expired (in dollars per share) | 53.84 | 41.09 | 42.32 |
Unvested, ending balance (in dollars per share) | $ 58.88 | $ 52.45 | $ 43.84 |
Restricted Stock Units (RSUs) | |||
Number of Shares | |||
Granted (in shares) | 271 | 191 | 279 |
Weighted Average Grant Date Fair Value per Share | |||
Granted (in dollars per share) | $ 60.02 | $ 54.99 | $ 53.73 |
Performance Restricted Stock Units (PRSUs) | |||
Number of Shares | |||
Granted (in shares) | 155 | 201 | 266 |
Weighted Average Grant Date Fair Value per Share | |||
Granted (in dollars per share) | $ 64.59 | $ 48.32 | $ 35.28 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option and SAR Activity (Details) - Equity Plan and Other Plans - Stock Options and Stock Appreciation Rights - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity Plan and Other Plans, Number Outstanding | |||
Outstanding, beginning balance (in shares) | 12 | 227 | 262 |
Granted (in shares) | 0 | 0 | 0 |
Exercised (in shares) | (12) | (215) | (35) |
Canceled/forfeited/expired (in shares) | 0 | 0 | 0 |
Outstanding, ending balance (in shares) | 0 | 12 | 227 |
Vested and expected to vest (in shares) | 0 | ||
Exercisable (in shares) | 0 | ||
Equity Plan and Other Plans, Weighted-Average Exercise Price per Share | |||
Outstanding, beginning balance (in dollars per share) | $ 7.51 | $ 8.61 | $ 8.81 |
Granted (in dollars per share) | 0 | 0 | 0 |
Exercised (in dollars per share) | 7.51 | 8.67 | 10.12 |
Canceled/forfeited/expired (in dollars per share) | 0 | 0 | 0 |
Outstanding, ending balance (in dollars per share) | 0 | $ 7.51 | $ 8.61 |
Vested and expected to vest (in dollars per share) | 0 | ||
Exercisable (in dollars per share) | $ 0 |
Share-Based Compensation - Shar
Share-Based Compensation - Share Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Share-based employee compensation, before tax | $ 20,465 | $ 16,241 | $ 10,815 |
Related income tax benefits | (5,321) | (4,223) | (2,812) |
Share-based employee compensation, net of tax | $ 15,144 | $ 12,018 | $ 8,003 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Pending Litigation - Wage and Hour Claims $ in Thousands | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Loss Contingencies [Line Items] | |
Increase in litigation matters accrual | $ 20,000 |
Maximum | |
Loss Contingencies [Line Items] | |
Estimate of possible loss | $ 15,000 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenue | $ 631,271 | $ 551,631 | $ 608,351 | $ 602,461 | $ 586,892 | $ 567,597 | $ 535,177 | $ 532,441 | $ 2,393,714 | $ 2,222,107 | $ 2,136,074 |
Gross profit | 207,539 | 184,633 | 197,540 | 202,066 | 197,133 | 190,031 | 179,542 | 176,759 | 791,778 | 743,465 | 696,383 |
Net income | $ 9,308 | $ 26,067 | $ 22,325 | $ 12,965 | $ 27,482 | $ 23,515 | $ 28,869 | $ 34,122 | $ 70,665 | $ 113,988 | $ 141,741 |
Net income per share from: | |||||||||||
Basic (in dollars per share) | $ 0.20 | $ 0.55 | $ 0.47 | $ 0.27 | $ 0.59 | $ 0.50 | $ 0.62 | $ 0.73 | $ 1.49 | $ 2.44 | $ 2.99 |
Diluted (in dollars per share) | $ 0.19 | $ 0.55 | $ 0.47 | $ 0.27 | $ 0.58 | $ 0.49 | $ 0.61 | $ 0.71 | $ 1.48 | $ 2.40 | $ 2.91 |