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Document and Entity Information
6 Months Ended
Jun. 30, 2014
Jul. 30, 2014
Document and Entity Information [Abstract] ' '
Entity Registrant Name 'AMN HEALTHCARE SERVICES INC '
Entity Central Index Key '0001142750 '
Document Type '10-Q '
Document Period End Date Jun 30, 2014 '
Amendment Flag 'false '
Document Fiscal Year Focus '2014 '
Document Fiscal Period Focus 'Q2 '
Current Fiscal Year End Date '--12-31 '
Entity Filer Category 'Accelerated Filer '
Entity Common Stock, Shares Outstanding ' 46,501,082
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Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Current assets: ' '
Cash and cash equivalents $ 5,501 $ 15,580
Accounts receivable, net of allowances of $5,076 and $5,118 at June 30, 2014 and December 31, 2013, respectively 151,505 147,477
Accounts receivable, subcontractor 22,512 18,271
Deferred income taxes, net 27,983 24,938
Prepaid and other current assets 27,662 26,631
Total current assets 235,163 232,897
Restricted cash, cash equivalents and investments 20,606 23,115
Fixed assets, net of accumulated depreciation of $66,809 and $63,031 at June 30, 2014 and December 31, 2013, respectively 27,066 21,158
Other assets 37,502 32,279
Goodwill 144,937 144,642
Intangible assets, net of accumulated amortization of $38,102 and $42,439 at June 30, 2014 and December 31, 2013, respectively 146,418 150,197
Total assets 611,692 604,288
Current liabilities: ' '
Accounts payable and accrued expenses 65,130 71,081
Accrued compensation and benefits 56,046 55,949
Revolving credit facility 6,500 10,000
Current portion of notes payable 7,500 0
Other current liabilities 4,097 6,060
Total current liabilities 139,273 143,090
Notes payable, net of discount 140,625 148,672
Other long-term liabilities 98,188 94,784
Total liabilities 378,086 386,546
Commitments and contingencies (Note 9) '   '  
Stockholders’ equity: ' '
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at June 30, 2014 and December 31, 2013 0 0
Common stock, $0.01 par value; 200,000 shares authorized; 46,501 and 46,011 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively 465 460
Additional paid-in capital 430,137 429,055
Accumulated deficit (196,452) (211,275)
Accumulated other comprehensive loss (544) (498)
Total stockholders’ equity 233,606 217,742
Total liabilities and stockholders’ equity $ 611,692 $ 604,288
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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Per Share data, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Accounts receivable, allowance $ 5,076 $ 5,118
Accumulated depreciation 66,809 63,031
Accumulated amortization $ 38,102 $ 42,439
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 10,000 10,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 200,000 200,000
Common stock, shares issued 46,501 46,011
Common stock, shares outstanding 46,501 46,011
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Condensed Consolidated Statements of Comprehensive Income (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Revenue $ 250,913 $ 253,943 $ 491,794 $ 506,063
Cost of revenue 173,754 179,530 340,679 358,643
Gross profit 77,159 74,413 151,115 147,420
Operating expenses: ' ' ' '
Selling, general and administrative 55,567 54,551 110,234 108,158
Depreciation and amortization 4,010 3,240 7,830 6,530
Total operating expenses 59,577 57,791 118,064 114,688
Income from operations 17,582 16,622 33,051 32,732
Interest expense, net (including loss on debt extinguishment of $3,113 and $434 for both the three and six months ended June 30, 2014 and 2013, respectively) and other 4,629 3,130 6,475 5,989
Income before income taxes 12,953 13,492 26,576 26,743
Income tax expense 5,760 5,093 11,753 10,781
Net Income 7,193 8,399 14,823 15,962
Other comprehensive (loss) income - foreign currency translation (37) (28) (46) 65
Comprehensive income $ 7,156 $ 8,371 $ 14,777 $ 16,027
Net income per common share: ' ' ' '
Basic (in dollars per share) $ 0.15 $ 0.18 $ 0.32 $ 0.35
Diluted (in dollars per share) $ 0.15 $ 0.18 $ 0.31 $ 0.33
Weighted average common shares outstanding: ' ' ' '
Basic (shares) 46,479 46,039 46,416 45,927
Diluted (shares) 47,836 47,837 47,876 47,759
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Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Loss on debt extinguishment $ 3,113 $ 434 $ 3,113 $ 434
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Condensed Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Cash flows from operating activities: ' '
Net income $ 14,823 $ 15,962
Adjustments to reconcile net income to net cash provided by operating activities: ' '
Depreciation and amortization 7,830 6,530
Non-cash interest expense and other 676 676
Increase in allowances for doubtful accounts and sales credits 2,153 1,648
Provision for deferred income taxes (1,074) 862
Share-based compensation 3,570 3,180
Excess tax benefits from share-based compensation (1,716) (1,431)
Holdback settlement in equity from prior acquisition 0 (3,046)
Loss on disposal or sale of fixed assets 4 8
Loss on debt extinguishment 3,113 434
Changes in assets and liabilities: ' '
Accounts receivable, net (6,181) (8,936)
Accounts receivable, subcontractor (4,241) 2,739
Prepaid expenses and other current assets (1,002) 3,461
Other assets (54) (2,321)
Accounts payable and accrued expenses (6,037) 327
Accrued compensation and benefits 96 (2,572)
Other liabilities 1,147 1,886
Restricted cash, cash equivalents and investments balance (5,957) (2,150)
Net cash provided by operating activities 7,150 17,257
Cash flows from investing activities: ' '
Purchase and development of fixed assets (9,876) (5,348)
Equity method investment (3,000) 0
Payments to fund deferred compensation plan (1,399) (735)
Change in restricted cash, cash equivalents and investments balance 8,466 51
Net cash used in investing activities (5,809) (6,032)
Cash flows from financing activities: ' '
Capital lease repayments (313) (318)
Repayments on prior term loan (149,620) 0
Payments on current term loan (1,875) (5,000)
Proceeds from current term loan 150,000 0
Proceeds from prior revolving credit facility 10,000 1,000
Repayments on prior revolving credit facility (20,000) (1,000)
Proceeds from current revolving credit facility 19,500 0
Payments on current revolving credit facility (13,000) 0
Payment of financing costs (3,488) (935)
Proceeds from exercise of equity awards 58 767
Cash paid for shares withheld for taxes (4,243) (2,537)
Excess tax benefits from share-based compensation 1,716 1,431
Change in bank overdraft (109) 140
Net cash used in financing activities (11,374) (6,452)
Effect of exchange rate changes on cash (46) 65
Net (decrease) increase in cash and cash equivalents (10,079) 4,838
Cash and cash equivalents at beginning of period 15,580 5,681
Cash and cash equivalents at end of period 5,501 10,519
Supplemental disclosures of cash flow information: ' '
Cash paid for interest (net of $46 and $43 capitalized for the six months ended June 30, 2014 and 2013, respectively) 2,760 4,233
Cash paid for income taxes $ 9,170 $ 9,345
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Condensed Consolidated Statements of Cash Flows (Parenthetical) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Interest capitalized $ 46 $ 43
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Basis of Presentation
6 Months Ended
Jun. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract] '
BASIS OF PRESENTATION '
BASIS OF PRESENTATION
The condensed consolidated balance sheets and related condensed consolidated statements of comprehensive income and cash flows contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”), which are unaudited, include the accounts of AMN Healthcare Services, Inc. and its wholly-owned subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all entries necessary for a fair presentation of such unaudited condensed consolidated financial statements have been included. These entries consisted of all normal recurring items. The results of operations for the interim period are not necessarily indicative of the results to be expected for any other interim period or for the entire fiscal year or for any future period.
The unaudited condensed consolidated financial statements do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States. Please refer to the Company’s audited consolidated financial statements and the related notes for the fiscal year ended December 31, 2013, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the Securities and Exchange Commission (“SEC”) on February 21, 2014.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to asset impairments, accruals for self-insurance, compensation and related benefits, accounts receivable, contingencies and litigation, valuation and recognition of share-based payments and income taxes. Actual results could differ from those estimates under different assumptions or conditions.
Reclassification
Certain reclassifications have been made to the prior year’s consolidated financial statements to conform to the current year presentation. Specifically, payments made into the Company’s life insurance policies to assist in funding the deferred compensation plan were reclassified from cash flows from operations to cash flows from investing activities in the unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2013. In addition, the Company reclassified expected insurance recoveries under its professional liability and workers’ compensation policies in the condensed consolidated balance sheet for the year ended December 31, 2013 to conform to the current year presentation. Professional liability and workers’ compensation liability were previously presented net of insurance recoveries. Commencing June 30, 2014, expected insurance recoveries are presented on a gross basis, with the short-term insurance receivable portion included within “Prepaid and other current assets” and the long-term portion included within “Other assets” on the condensed consolidated balance sheet.
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Business Combination and Equity Investment
6 Months Ended
Jun. 30, 2014
Business Combinations [Abstract] '
BUSINESS COMBINATION AND EQUITY INVESTMENT '
ShiftWise Acquisition
On November 20, 2013, the Company completed its acquisition of ShiftWise, a leading national provider of web-based healthcare workforce solutions, including its vendor management systems, or “VMS,” utilized by hospitals and other healthcare systems. The strategic combination has added a new and more robust technology platform to the Company’s current workforce solutions offerings and will allow the Company to enhance its managed services business and provide a vendor neutral VMS option for interested clients. The acquisition is not considered a material business combination and, accordingly, pro forma information is not provided. The Company accounted for the acquisition using the acquisition method of accounting and recorded the tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the date of the acquisition. The purchase price of the acquisition totaled $39,500, of which $6,000 was deposited in escrow to satisfy any indemnification claims by the Company with respect to, among other customary items, breaches of representations, warranties and covenants by ShiftWise and post-closing purchase price adjustments. The $6,000 deposited in escrow will be disbursed to the selling shareholders in three years following the closing date at $2,000 per annum minus any indemnification claims. As of the date of this Form 10-Q, the Company is still finalizing the allocation of the purchase price. The provisional items pending finalization are primarily related to tax matters, which the Company expects to complete during 2014.

The preliminary allocation of the purchase price consisted of $9,899 of fair value of assets acquired, $11,801 of liabilities assumed (including $2,933 of deferred tax liabilities), $21,612 of goodwill and $19,790 of identified intangible assets. The intangible assets include the fair value of trade names and trademarks, customer relationships, non-compete agreements and acquired technologies. The weighted average useful life of the acquired intangible assets subject to amortization is approximately 8 years. There was no goodwill recognized as part of this acquisition that is deductible for tax purposes.

The results of operations of ShiftWise have been included in the nurse and allied healthcare staffing segment in the Company’s condensed consolidated financial statements since the date of acquisition.
Pipeline Equity Investment
In March 2014, the Company entered into an agreement (the “Pipeline Agreement”) under which it made an initial $2,000 investment in Pipeline Health Holdings LLC (“Pipeline”), a telepharmacy provider. The Company’s ownership percentage in Pipeline at March 31, 2014 was approximately 9%. Under the Pipeline Agreement, the Company committed to invest up to an additional $3,000 contingent upon Pipeline reaching two milestone commitments within a year. In April 2014, the Company made the first milestone investment of $1,000, which together with the initial investment currently represents an ownership percentage in Pipeline of approximately 12%. The investment is accounted for under the equity method of accounting. The Company’s share of Pipeline’s results is included within “Interest expense, net and other” in the accompanying unaudited condensed consolidated statement of comprehensive income for the six months ended June 30, 2014.
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Revenue Recognition
6 Months Ended
Jun. 30, 2014
Revenue Recognition [Abstract] '
REVENUE RECOGNITION '
REVENUE RECOGNITION
Revenue consists of fees earned from the permanent and temporary placement of clinicians and physicians. Revenue is recognized when earned and realizable. The Company has entered into certain contracts with healthcare organizations to provide managed services programs. Under these contract arrangements, the Company uses its clinicians and physicians along with those of third party subcontractors to fulfill client orders. If the Company uses subcontractors, it records revenue net of related subcontractors expense. The resulting net revenue represents the administrative fee the Company charges for its vendor management services. The Company records subcontractor accounts receivable from the client in the consolidated balance sheets. The Company generally pays the subcontractor after it has received payment from the client. Payables to subcontractors of $24,936 and $22,051, respectively, were included in accounts payable and accrued expenses in the unaudited condensed consolidated balance sheet as of June 30, 2014 and the audited consolidated balance sheet as of December 31, 2013.
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Net Income Per Common Share
6 Months Ended
Jun. 30, 2014
Earnings Per Share [Abstract] '
NET INCOME PER COMMON SHARE '
NET INCOME PER COMMON SHARE
Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted net income per common share reflects the effects of potentially dilutive share-based equity instruments.
Share-based awards to purchase 385 and 334 shares of common stock for the three months ended June 30, 2014 and 2013, respectively, were not included in the calculation of diluted net income per common share because the effect of these instruments was anti-dilutive. Share-based awards to purchase 373 and 321 shares of common stock for the six months ended June 30, 2014 and 2013, 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 three and six months ended June 30, 2014 and 2013, respectively:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Net income
$
7,193

 
$
8,399

 
$
14,823

 
$
15,962

 
 
 
 
 
 
 
 
Net income per common share - basic
$
0.15

 
$
0.18

 
$
0.32

 
$
0.35

Net income per common share - diluted
$
0.15

 
$
0.18

 
$
0.31

 
$
0.33

 
 
 
 
 
 
 
 
Weighted average common shares outstanding - basic
46,479

 
46,039

 
46,416

 
45,927

Plus dilutive effect of potential common shares
1,357

 
1,798

 
1,460

 
1,832

Weighted average common shares outstanding - diluted
47,836

 
47,837

 
47,876

 
47,759

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Segment Information
6 Months Ended
Jun. 30, 2014
Segment Reporting [Abstract] '
SEGMENT INFORMATION '
SEGMENT INFORMATION
The Company has three reportable segments: nurse and allied healthcare staffing, locum tenens staffing and physician permanent placement services.
The Company’s management relies on internal management reporting processes that provide revenue and operating income by reportable segment for making financial decisions and allocating resources. Segment operating income represents income before income taxes plus depreciation, amortization of intangible assets, share-based compensation expense, interest expense (net) and other, and unallocated corporate overhead. The Company’s management does not evaluate, manage or measure performance of segments using asset information; accordingly, asset information by segment is not prepared or disclosed.
 
The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results and was derived from each segment’s internal financial information as used for corporate management purposes:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Revenue
 
 
 
 
 
 
 
Nurse and allied healthcare staffing
$
165,894

 
$
170,138

 
$
329,344

 
$
346,903

Locum tenens staffing
74,309

 
72,708

 
141,180

 
138,164

Physician permanent placement services
10,710

 
11,097

 
21,270

 
20,996

 
$
250,913

 
$
253,943

 
$
491,794

 
$
506,063

Segment Operating Income
 
 
 
 

 

Nurse and allied healthcare staffing
$
22,032

 
$
20,128

 
$
42,004

 
$
42,602

Locum tenens staffing
7,818

 
4,908

 
14,691

 
9,800

Physician permanent placement services
2,187

 
2,289

 
4,318

 
4,530

 
32,037

 
27,325

 
61,013

 
56,932

Unallocated corporate overhead
8,694

 
5,985

 
16,562

 
14,490

Depreciation and amortization
4,010

 
3,240

 
7,830

 
6,530

Share-based compensation
1,751

 
1,478

 
3,570

 
3,180

Interest expense, net (including loss on debt extinguishment of $3,113 and $434 for both the three and six months ended June 30, 2014 and 2013, respectively) and other
4,629

 
3,130

 
6,475

 
5,989

Income before income taxes
$
12,953

 
$
13,492

 
$
26,576

 
$
26,743

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Fair Value Measurement
6 Months Ended
Jun. 30, 2014
Fair Value Disclosures [Abstract] '
FAIR VALUE MEASUREMENT '
FAIR VALUE MEASUREMENTS
 
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 Measured on a Recurring Basis
The Company’s assets that are measured at fair value on a recurring basis include restricted cash equivalents and investments and the Company’s investments associated with its deferred compensation plan. The following tables present information about these assets and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value:

 
 
Fair Value Measurements as of June 30, 2014
 
Total
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
U.S. Treasury securities
$
9,350

 
$
9,350

 
Money market funds
439

 
439

 
Total financial assets measured at fair value
$
9,789

 
$
9,789

 
 
 
Fair Value Measurements as of December 31, 2013
 
 
Total
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
U.S. Treasury securities
$
17,817

 
$
17,817

 
Money market funds
359

 
359

 
Total financial assets measured at fair value
$
18,176

 
$
18,176

 

 
The Company’s restricted cash equivalents and investments typically consist of U.S. Treasury securities and money market funds, and the Company’s investments associated with its deferred compensation plan typically consist of money market funds, which fair values are based on quoted prices in active markets for identical assets.
Assets Measured on a Non-Recurring Basis
 The Company applies fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to its goodwill, indefinite-lived intangible assets, long-lived assets and equity method investment. If impaired, the carrying values of such assets would be written down to fair value using Level 3 inputs. There were no triggering events identified and no indication of impairment of the Company’s goodwill, indefinite-lived intangible assets, long-lived assets or equity method investment during the six months ended June 30, 2014 and 2013.
Fair Value of Financial Instruments
The carrying amount of notes payable approximates its fair value as the instrument’s interest rates are variable and comparable to rates currently offered for similar debt instruments of comparable maturity (significant other observable inputs - level 2). 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.
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Income Taxes
6 Months Ended
Jun. 30, 2014
Income Tax Disclosure [Abstract] '
INCOME TAXES '
INCOME TAXES
 The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. With few exceptions, as of June 30, 2014, the Company is no longer subject to U.S. federal, state, local or foreign examinations by tax authorities for years before 2005. During 2013, the Internal Revenue Service (“IRS”) completed its tax audit of the Company for the years 2007, 2008, 2009 and 2010. The IRS issued a Revenue Agent Report (“RAR”) to the Company related to its completed tax examination. The RAR seeks adjustments to the Company’s taxable income for 2007-2010 and net operating loss carryforwards for 2005-2006. The adjustments to the Company’s taxable income relate to the proposed disallowance of certain per diems paid to our clinicians and locum tenens providers on the Company’s income tax return. Concurrent with the RAR, the Company received an Employment Tax Examination Report (“ETER”) for 2009 and 2010. The ETER adjustments propose additional Company payroll tax liabilities and penalties related to the treatment of certain non-taxable per diem allowances and travel benefits. The positions in the RAR and ETER are mutually exclusive. The RAR and ETER contain multiple tax positions, some of which are contrary to each other.
The Company has filed a Protest Letter for both the RAR and ETER and intends to defend its position. The Company has held two meetings with the IRS Appeals office and will continue to meet with the IRS Appeals office throughout the course of the year. The Company cannot predict with certainty the timing of a resolution. The Company believes its reserve for unrecognized tax benefits and contingent tax issues is adequate. Notwithstanding, the Company could adjust its provision for income taxes and contingent tax liability based on future developments.
The IRS commenced income and payroll tax audits for the years 2011 and 2012 during November 2013.
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Notes Payable and Related Credit Agreement
6 Months Ended
Jun. 30, 2014
Debt Disclosure [Abstract] '
NOTES PAYABLE AND RELATED CREDIT AGREEMENT '
On April 18, 2014, the Company entered into a Credit Agreement (the “Credit Agreement”) with several lenders to provide for two credit facilities (the “New Credit Facilities”) to replace its prior credit facilities, including (A) a $225,000 secured revolving credit facility (the “Revolver”) that includes a $40,000 sublimit for the issuance of letters of credit and a $20,000 sublimit for swingline loans and (B) a $150,000 secured term loan credit facility (the “Term Loan”). In addition, the Credit Agreement provides that the Company may from time to time obtain an increase in the Revolver or the Term Loan or both in an aggregate principal amount not to exceed $125,000 subject to, among other conditions, the arrangement of additional commitments with financial institutions reasonably acceptable to the Company and the administrative agent. The obligations of the Company under the Credit Agreement and the New Credit Facilities are secured by substantially all of the assets of the Company.
The New Credit Facilities are available for working capital, capital expenditures, permitted acquisitions and general corporate purposes of the Company. The maturity date of the New Credit Facilities is April 18, 2019. At June 30, 2014, the outstanding balance of the Term Loan was $148,125, of which $7,500 is due in the next 12 months, and the outstanding balance under the Revolver was $6,500. At June 30, 2014, with $8,815 of outstanding letters of credit collaterialized by the Revolver, there was $209,685 of available credit under the Revolver.
Annual principal maturities of the outstanding Term Loan are as follows:

Six months ending December 31, 2014
$
3,750

 
Year ending December 31, 2015
7,500

  
Year ending December 31, 2016
7,500

  
Year ending December 31, 2017
7,500

  
Year ending December 31, 2018
7,500

  
Thereafter
$
114,375

  
 
$
148,125

 


The Revolver carries an unused fee of 0.25% to 0.35% per annum and each standby letter of credit issued under the Revolver is subject to a letter of credit fee ranging from1.50% to 2.25% per annum of the average daily maximum amount available to be drawn under the standby letter of credit, in each case, depending on the Company’s consolidated leverage ratio, as calculated quarterly in accordance with the Credit Agreement. The Term Loan is subject to amortization of principal of 5.00% per year of the original Term Loan amount, which is $7,500 per annum, and payable in equal quarterly installments. Borrowings under the Term Loan and Revolver bear interest at floating rates, at the Company’s option, based upon either LIBOR plus a spread of 1.50% to 2.25% or a base rate plus a spread of 0.50% to 1.25% (weighted average interest rate of one-month LIBOR plus 1.75% at June 30, 2014). The applicable spread is determined quarterly based upon the Company’s consolidated leverage ratio, as calculated quarterly in accordance with the Credit Agreement.
The Company used the proceeds from the New Credit Facilities to repay in full all outstanding indebtedness under its prior credit facilities and to pay related transaction costs. In addition, approximately $9,500 of standby letters of credit issued under the prior credit facilities were rolled into and deemed issued under the Revolver.
In connection with obtaining the New Credit Facilities, the Company incurred $3,488 in fees paid to lenders and other third parties, which were capitalized and are amortized to interest expense over the term of the New Credit Facilities. In addition, the Company wrote off $3,113 of unamortized financing fees and original issue discount, which was recorded as loss on debt extinguishment in the accompanying unaudited condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2014.
The Credit Agreement contains various customary affirmative and negative covenants, including restrictions on assumption of additional indebtedness, declaration and payment of dividends, dispositions of assets, consolidation into another entity and allowable investments. It also contains financial covenants that require the Company (1) not to exceed a certain maximum consolidated leverage ratio, as calculated in accordance with the Credit Agreement, which is initially set at 4.00 to 1.00 but ultimately steps down to 3.50 to 1.00 beginning with the fiscal quarter ending June 30, 2016, and (2) to maintain a minimum consolidated interest coverage ratio of 2.50 to 1.00, as calculated in accordance with the Credit Agreement.

Letters of Credit
 At June 30, 2014, the Company maintained outstanding standby letters of credit totaling $18,536 as collateral in relation to its professional liability insurance agreements, workers’ compensation insurance agreements, and a corporate office lease agreement. Of the $18,536 of outstanding letters of credit, the Company has collateralized $9,721 in cash, cash equivalents and investments and the remaining amounts are collateralized by the Revolver. Outstanding standby letters of credit at December 31, 2013 totaled $27,691.
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Commitments and Contingencies
6 Months Ended
Jun. 30, 2014
Commitments and Contingencies Disclosure [Abstract] '
COMMITMENTS AND CONTINGENCIES '
COMMITMENTS AND CONTINGENCIES
(a) Legal
The Company is subject to various claims and legal actions in the ordinary course of its business. Some of these matters relate to professional liability, tax, payroll, contract and employee-related matters and include individual and collective lawsuits, as well as inquiries and investigations by governmental agencies regarding the Company’s employment practices. During the first quarter of 2014, the Company completed the settlement of a wage and hour class action (and a related action) for an immaterial amount. 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 clinicians and physicians. Depending upon the particular facts and circumstances, the Company may be subject to indemnification obligations under its contracts with certain clients relating to these matters.

(b) Leases
 During the three months ended June 30, 2014, the Company entered into a third amendment (the “Third Amendment”) to its office lease (as amended to date, the “Lease”) with Kilroy Realty, L.P. for its corporate headquarters in San Diego. Among other things, the Third Amendment extended the term under the Lease nine additional years from its original termination date of August 1, 2018 through July 31, 2027 and also reduced the rental payment from January 1, 2015 through the original termination date in 2018. The Company recognizes rent expense on a straight-line basis over the lease term. Future minimum lease payments under the Third Amendment as of June 30, 2014 are as follows: 

Six months ending December 31, 2014
 
$
4,623

Year ending December 31, 2015
 
6,500

Year ending December 31, 2016
 
8,073

Year ending December 31, 2017
 
8,355

Year ending December 31, 2018
 
8,648

Thereafter
 
87,892

Total minimum lease payments
 
$
124,091

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Basis of Presentation (Policies)
6 Months Ended
Jun. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract] '
Use of Estimates '
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to asset impairments, accruals for self-insurance, compensation and related benefits, accounts receivable, contingencies and litigation, valuation and recognition of share-based payments and income taxes. Actual results could differ from those estimates under different assumptions or conditions.
Revenue Recognition '
Revenue consists of fees earned from the permanent and temporary placement of clinicians and physicians. Revenue is recognized when earned and realizable. The Company has entered into certain contracts with healthcare organizations to provide managed services programs. Under these contract arrangements, the Company uses its clinicians and physicians along with those of third party subcontractors to fulfill client orders. If the Company uses subcontractors, it records revenue net of related subcontractors expense. The resulting net revenue represents the administrative fee the Company charges for its vendor management services. The Company records subcontractor accounts receivable from the client in the consolidated balance sheets. The Company generally pays the subcontractor after it has received payment from the client.
Net Income per Common Share '
Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted net income per common share reflects the effects of potentially dilutive share-based equity instruments.
Segment Information '
The Company’s management relies on internal management reporting processes that provide revenue and operating income by reportable segment for making financial decisions and allocating resources. Segment operating income represents income before income taxes plus depreciation, amortization of intangible assets, share-based compensation expense, interest expense (net) and other, and unallocated corporate overhead. The Company’s management does not evaluate, manage or measure performance of segments using asset information; accordingly, asset information by segment is not prepared or disclosed.
Fair Value Measurement '
Fair Value of Financial Instruments
The carrying amount of notes payable approximates its fair value as the instrument’s interest rates are variable and comparable to rates currently offered for similar debt instruments of comparable maturity (significant other observable inputs - level 2). The fair value of the Company’s long-term self-insurance accruals cannot be estimated as the Company cannot reasonably determine the timing of future payments.
Assets Measured on a Non-Recurring Basis
 The Company applies fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to its goodwill, indefinite-lived intangible assets, long-lived assets and equity method investment. If impaired, the carrying values of such assets would be written down to fair value using Level 3 inputs.
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 Measured on a Recurring Basis
The Company’s assets that are measured at fair value on a recurring basis include restricted cash equivalents and investments and the Company’s investments associated with its deferred compensation plan.
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Net Income Per Common Share (Tables)
6 Months Ended
Jun. 30, 2014
Earnings Per Share [Abstract] '
Computation of basic and diluted net income per common share '
The following table sets forth the computation of basic and diluted net income per common share for the three and six months ended June 30, 2014 and 2013, respectively:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Net income
$
7,193

 
$
8,399

 
$
14,823

 
$
15,962

 
 
 
 
 
 
 
 
Net income per common share - basic
$
0.15

 
$
0.18

 
$
0.32

 
$
0.35

Net income per common share - diluted
$
0.15

 
$
0.18

 
$
0.31

 
$
0.33

 
 
 
 
 
 
 
 
Weighted average common shares outstanding - basic
46,479

 
46,039

 
46,416

 
45,927

Plus dilutive effect of potential common shares
1,357

 
1,798

 
1,460

 
1,832

Weighted average common shares outstanding - diluted
47,836

 
47,837

 
47,876

 
47,759

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Segment Information (Tables)
6 Months Ended
Jun. 30, 2014
Segment Reporting [Abstract] '
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results '
The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results and was derived from each segment’s internal financial information as used for corporate management purposes:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Revenue
 
 
 
 
 
 
 
Nurse and allied healthcare staffing
$
165,894

 
$
170,138

 
$
329,344

 
$
346,903

Locum tenens staffing
74,309

 
72,708

 
141,180

 
138,164

Physician permanent placement services
10,710

 
11,097

 
21,270

 
20,996

 
$
250,913

 
$
253,943

 
$
491,794

 
$
506,063

Segment Operating Income
 
 
 
 

 

Nurse and allied healthcare staffing
$
22,032

 
$
20,128

 
$
42,004

 
$
42,602

Locum tenens staffing
7,818

 
4,908

 
14,691

 
9,800

Physician permanent placement services
2,187

 
2,289

 
4,318

 
4,530

 
32,037

 
27,325

 
61,013

 
56,932

Unallocated corporate overhead
8,694

 
5,985

 
16,562

 
14,490

Depreciation and amortization
4,010

 
3,240

 
7,830

 
6,530

Share-based compensation
1,751

 
1,478

 
3,570

 
3,180

Interest expense, net (including loss on debt extinguishment of $3,113 and $434 for both the three and six months ended June 30, 2014 and 2013, respectively) and other
4,629

 
3,130

 
6,475

 
5,989

Income before income taxes
$
12,953

 
$
13,492

 
$
26,576

 
$
26,743

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Fair Value Measurement (Tables)
6 Months Ended
Jun. 30, 2014
Fair Value Disclosures [Abstract] '
Schedule of financial assets and liabilities measured at fair value on recurring basis '

 
 
Fair Value Measurements as of June 30, 2014
 
Total
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
U.S. Treasury securities
$
9,350

 
$
9,350

 
Money market funds
439

 
439

 
Total financial assets measured at fair value
$
9,789

 
$
9,789

 
 
 
Fair Value Measurements as of December 31, 2013
 
 
Total
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
U.S. Treasury securities
$
17,817

 
$
17,817

 
Money market funds
359

 
359

 
Total financial assets measured at fair value
$
18,176

 
$
18,176

 
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Notes Payable and Related Credit Agreement (Tables)
6 Months Ended
Jun. 30, 2014
Debt Disclosure [Abstract] '
Schedule of Maturities of Long-term Debt '
Annual principal maturities of the outstanding Term Loan are as follows:

Six months ending December 31, 2014
$
3,750

 
Year ending December 31, 2015
7,500

  
Year ending December 31, 2016
7,500

  
Year ending December 31, 2017
7,500

  
Year ending December 31, 2018
7,500

  
Thereafter
$
114,375

  
 
$
148,125

 
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Commitments and Contingencies Leases (Tables)
6 Months Ended
Jun. 30, 2014
Leases [Abstract] '
Schedule of Future Minimum Rental Payments for Operating Leases '
Future minimum lease payments under the Third Amendment as of June 30, 2014 are as follows: 

Six months ending December 31, 2014
 
$
4,623

Year ending December 31, 2015
 
6,500

Year ending December 31, 2016
 
8,073

Year ending December 31, 2017
 
8,355

Year ending December 31, 2018
 
8,648

Thereafter
 
87,892

Total minimum lease payments
 
$
124,091

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Business Combination and Equity Investment (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended 0 Months Ended 6 Months Ended
Jun. 30, 2014
Pipeline Equity Investment [Member]
Apr. 30, 2014
Pipeline Equity Investment [Member]
Mar. 31, 2014
Pipeline Equity Investment [Member]
Nov. 20, 2013
Shiftwise Acquisition
Jun. 30, 2014
Shiftwise Acquisition
Business Combination, Description ' ' ' ' '
Total purchase price of the acquisition ' ' ' $ 39,500 '
Amount deposited into escrow ' ' ' 6,000 '
Escrow Deposit Disbursements ' ' ' 2,000 '
Allocation of Purchase Price ' ' ' ' '
Fair Value of Assets Acquired ' ' ' ' 9,899
Liabilities Assumed ' ' ' ' 11,801
Deferred tax liability ' ' ' ' 2,933
Goodwill ' ' ' ' 21,612
Intangible assets ' ' ' ' 19,790
Intangible Assets, Net (Excluding Goodwill) [Abstract] ' ' ' ' '
Weighted average useful life of intangible assets ' ' ' ' '8 years
Equity Method Investments and Joint Ventures [Abstract] ' ' ' ' '
Equity method investment ' 1,000 2,000 ' '
Ownership percentage 12.00% ' 9.00% ' '
Investment commitment ' ' $ 3,000 ' '
Number of milestone commitments 2 ' ' ' '
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Revenue Recognition (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Revenue Recognition [Abstract] ' '
Accounts Payable to Subcontractor $ 24,936 $ 22,051
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Net Income Per Common Share (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Earnings Per Share [Abstract] ' ' ' '
Common stock excluded from calculation of EPS 385 334 373 321
Computation of basic and diluted net income per common share ' ' ' '
Net income $ 7,193 $ 8,399 $ 14,823 $ 15,962
Basic (in dollars per share) $ 0.15 $ 0.18 $ 0.32 $ 0.35
Diluted (in dollars per share) $ 0.15 $ 0.18 $ 0.31 $ 0.33
Weighted average common shares outstanding - basic 46,479 46,039 46,416 45,927
Plus dilutive effect of potential common shares 1,357 1,798 1,460 1,832
Weighted average common shares outstanding - diluted 47,836 47,837 47,876 47,759
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Segment Information (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
segment
Jun. 30, 2013
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results ' ' ' '
Revenue $ 250,913 $ 253,943 $ 491,794 $ 506,063
Operating Income 17,582 16,622 33,051 32,732
Depreciation and amortization 4,010 3,240 7,830 6,530
Share-based compensation 1,751 1,478 3,570 3,180
Interest expense, net (including loss on debt extinguishment of $3,113 and $434 for both the three and six months ended June 30, 2014 and 2013, respectively) and other 4,629 3,130 6,475 5,989
Income before income taxes 12,953 13,492 26,576 26,743
Loss on debt extinguishment 3,113 434 3,113 434
Segment Information (Textual) [Abstract] ' ' ' '
Reportable business segments ' ' 3 '
Operating segments [Member] ' ' ' '
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results ' ' ' '
Revenue 250,913 253,943 491,794 506,063
Operating Income 32,037 27,325 61,013 56,932
Operating segments [Member] | Nurse and allied healthcare staffing [Member] ' ' ' '
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results ' ' ' '
Revenue 165,894 170,138 329,344 346,903
Operating Income 22,032 20,128 42,004 42,602
Operating segments [Member] | Locum tenens staffing [Member] ' ' ' '
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results ' ' ' '
Revenue 74,309 72,708 141,180 138,164
Operating Income 7,818 4,908 14,691 9,800
Operating segments [Member] | Physician permanent placement services [Member] ' ' ' '
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results ' ' ' '
Revenue 10,710 11,097 21,270 20,996
Operating Income 2,187 2,289 4,318 4,530
Corporate, non-segment [Member] ' ' ' '
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results ' ' ' '
Unallocated corporate overhead $ 8,694 $ 5,985 $ 16,562 $ 14,490
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Fair Value Measurement - Financial Assets and Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Schedule of financial assets and liabilities measured at fair value on recurring basis ' '
Total financial assets measured at fair value $ 9,789 $ 18,176
US Treasury securities [Member] ' '
Schedule of financial assets and liabilities measured at fair value on recurring basis ' '
Total financial assets measured at fair value 9,350 17,817
Money Market Funds [Member] ' '
Schedule of financial assets and liabilities measured at fair value on recurring basis ' '
Total financial assets measured at fair value 439 359
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] ' '
Schedule of financial assets and liabilities measured at fair value on recurring basis ' '
Total financial assets measured at fair value 9,789 18,176
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | US Treasury securities [Member] ' '
Schedule of financial assets and liabilities measured at fair value on recurring basis ' '
Total financial assets measured at fair value 9,350 17,817
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] ' '
Schedule of financial assets and liabilities measured at fair value on recurring basis ' '
Total financial assets measured at fair value $ 439 $ 359
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Notes Payable and Related Credit Agreement (Details) (USD $)
6 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Jun. 30, 2014
Jun. 30, 2014
Standby Letters of Credit [Member]
Dec. 31, 2013
Standby Letters of Credit [Member]
Jun. 30, 2014
Secured Debt [Member]
Apr. 18, 2014
Line of Credit [Member]
credit_facility
Jun. 30, 2014
Line of Credit [Member]
Letter of Credit [Member]
Apr. 18, 2014
Line of Credit [Member]
Letter of Credit [Member]
Jun. 30, 2014
Line of Credit [Member]
Revolving Credit Facility [Member]
Apr. 18, 2014
Line of Credit [Member]
Revolving Credit Facility [Member]
Apr. 18, 2014
Line of Credit [Member]
Term Loan [Member]
Jun. 30, 2014
Line of Credit [Member]
Term Loan [Member]
Apr. 18, 2014
Line of Credit [Member]
Revolving Credit Facility, Swing Line Loan [Member]
Apr. 18, 2014
Minimum [Member]
Line of Credit [Member]
Revolving Credit Facility [Member]
Apr. 18, 2014
Maximum [Member]
Line of Credit [Member]
Revolving Credit Facility [Member]
Apr. 18, 2014
London Interbank Offered Rate (LIBOR) [Member]
Minimum [Member]
Line of Credit [Member]
Revolving Credit Facility [Member]
Apr. 18, 2014
London Interbank Offered Rate (LIBOR) [Member]
Minimum [Member]
Line of Credit [Member]
Term Loan [Member]
Apr. 18, 2014
London Interbank Offered Rate (LIBOR) [Member]
Maximum [Member]
Line of Credit [Member]
Revolving Credit Facility [Member]
Apr. 18, 2014
London Interbank Offered Rate (LIBOR) [Member]
Maximum [Member]
Line of Credit [Member]
Term Loan [Member]
Apr. 18, 2014
Base Rate [Member]
Minimum [Member]
Line of Credit [Member]
Revolving Credit Facility [Member]
Apr. 18, 2014
Base Rate [Member]
Minimum [Member]
Line of Credit [Member]
Term Loan [Member]
Apr. 18, 2014
Base Rate [Member]
Maximum [Member]
Line of Credit [Member]
Revolving Credit Facility [Member]
Apr. 18, 2014
Base Rate [Member]
Maximum [Member]
Line of Credit [Member]
Term Loan [Member]
Jun. 30, 2014
Credit Agreement [Member]
Line of Credit Facility [Line Items] ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' '
Number of credit facilities ' ' ' ' 2 ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' '
Credit facility, available ' ' ' ' $ 125,000,000 ' $ 40,000,000 ' $ 225,000,000 $ 150,000,000 ' $ 20,000,000 ' ' ' ' ' ' ' ' ' ' '
Long-term Debt ' ' ' ' ' ' ' ' ' ' 148,125,000 ' ' ' ' ' ' ' ' ' ' ' '
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months ' ' ' ' ' ' ' ' ' ' 7,500,000 ' ' ' ' ' ' ' ' ' ' ' '
Line of Credit Facility, Amount Outstanding ' ' ' ' ' 6,500,000 9,500,000 ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' '
Letters of Credit Outstanding, Amount ' 18,536,000 27,691,000 9,721,000 ' 8,815,000 ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' '
Line of Credit Facility, Remaining Borrowing Capacity ' ' ' ' ' 209,685,000 ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' '
Unused fee ' ' ' ' ' ' ' ' ' ' ' ' 0.25% 0.35% ' ' ' ' ' ' ' ' '
Letter of Credit Fee ' ' ' ' ' ' ' ' ' ' ' ' 1.50% 2.25% ' ' ' ' ' ' ' ' '
Amortization of principal, rate ' ' ' ' ' ' ' ' ' 5.00% ' ' ' ' ' ' ' ' ' ' ' ' '
Debt Instrument, Annual Principal Payment ' ' ' ' ' ' ' ' ' 7,500,000 ' ' ' ' ' ' ' ' ' ' ' ' '
Long-term Debt, Weighted Average Interest Rate ' ' ' ' ' ' ' 1.75% ' ' ' ' ' ' ' ' ' ' ' ' ' ' '
Basis spread ' ' ' ' ' ' ' ' ' ' ' ' ' ' 1.50% 1.50% 2.25% 2.25% 0.50% 0.50% 1.25% 1.25% '
Deferred financing fees 3,488,000 ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' '
Initial maximum consolidated leverage ratio ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' 4
Maximum consolidated leverage ratio beginning June 30, 2016 ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' 3.5
Minimum consolidated interest coverage ratio ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' 2.5
Write off of Deferred Debt Issuance Cost $ 3,113,000 ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' '
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Notes Payable and Related Credit Agreement Maturities (Details) (Line of Credit [Member], Term Loan [Member], USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Line of Credit [Member] | Term Loan [Member] '
Debt Instrument [Line Items] '
Six months ending December 31, 2014 $ 3,750
Year ending December 31, 2015 7,500
Year ending December 31, 2016 7,500
Year ending December 31, 2017 7,500
Year ending December 31, 2018 7,500
Thereafter 114,375
Long-term Debt $ 148,125
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Commitments and Contingencies Commitments and contingencies leases (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Commitments and Contingencies Disclosure [Abstract] '
Six months ending December 31, 2014 $ 4,623
Year ending December 31, 2015 6,500
Year ending December 31, 2016 8,073
Year ending December 31, 2017 8,355
Year ending December 31, 2018 8,648
Thereafter 87,892
Total minimum lease payments $ 124,091
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