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Document and Entity Information
3 Months Ended
Mar. 31, 2015
May 06, 2015
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 Mar 31, 2015
Amendment Flag false
Document Fiscal Year Focus 2015
Document Fiscal Period Focus Q1
Current Fiscal Year End Date --12-31
Entity Filer Category Accelerated Filer
Entity Common Stock, Shares Outstanding 47,555,758
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Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Current assets:
Cash and cash equivalents $ 11,633 $ 13,073
Accounts receivable, net of allowances of $6,019 and $4,515 at March 31, 2015 and December 31, 2014, respectively 221,001 186,274
Accounts receivable, subcontractor 34,191 28,443
Deferred income taxes, net 26,466 27,330
Prepaid and other current assets 29,065 27,550
Total current assets 322,356 282,670
Restricted cash, cash equivalents and investments 19,772 19,567
Fixed assets, net of accumulated depreciation of $71,019 and $68,814 at March 31, 2015 and December 31, 2014, respectively 36,674 32,880
Other assets 44,117 39,895
Goodwill 197,254 154,387
Intangible assets, net of accumulated amortization of $44,822 and $41,963 at March 31, 2015 and December 31, 2014, respectively 179,877 152,517
Total assets 800,050 681,916
Current liabilities:
Accounts payable and accrued expenses 92,081 78,993
Accrued compensation and benefits 72,237 67,995
Current portion of revolving credit facility 30,000 18,000
Current portion of notes payable 7,500 7,500
Deferred revenue 3,137 3,177
Other current liabilities 2,662 2,630
Total current liabilities 207,617 178,295
Revolving credit facility 65,500 0
Notes payable 135,000 136,875
Deferred income taxes, net 37,198 32,491
Other long-term liabilities 83,972 77,674
Total liabilities 529,287 425,335
Commitments and contingencies and subsequent events      
Stockholders’ equity:
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at March 31, 2015 and December 31, 2014 0 0
Common stock, $0.01 par value; 200,000 shares authorized; 47,455 and 46,639 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively 475 466
Additional paid-in capital 436,425 434,529
Accumulated deficit (165,849) (178,058)
Accumulated other comprehensive loss (288) (356)
Total stockholders’ equity 270,763 256,581
Total liabilities and stockholders’ equity $ 800,050 $ 681,916
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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Statement of Financial Position [Abstract]
Accounts receivable, allowance $ 6,019 $ 4,515
Accumulated depreciation 71,019 68,814
Accumulated amortization $ 44,822 $ 41,963
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 47,455,000 46,639,000
Common stock, shares outstanding 47,455,000 46,639,000
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Condensed Consolidated Statements of Comprehensive Income (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Statement of Comprehensive Income [Abstract]
Revenue $ 327,510 $ 240,881
Cost of revenue 226,078 166,925
Gross profit 101,432 73,956
Operating expenses:
Selling, general and administrative 71,552 54,667
Depreciation and amortization 5,095 3,820
Total operating expenses 76,647 58,487
Income from operations 24,785 15,469
Interest expense, net, and other 1,807 1,846
Income before income taxes 22,978 13,623
Income tax expense 10,769 5,993
Net income 12,209 7,630
Other comprehensive income (loss) - foreign currency translation 68 (9)
Comprehensive income $ 12,277 $ 7,621
Net income per common share:
Basic (in dollars per share) $ 0.26 $ 0.16
Diluted (in dollars per share) $ 0.25 $ 0.16
Weighted average common shares outstanding:
Basic (shares) 47,146 46,354
Diluted (shares) 48,364 47,917
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Condensed Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Cash flows from operating activities:
Net income $ 12,209 $ 7,630
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 5,095 3,820
Non-cash interest expense and other 457 295
Increase in allowances for doubtful accounts and sales credits 2,192 443
Provision for deferred income taxes 5,359 1,885
Share-based compensation 2,377 1,819
Excess tax benefits from share-based compensation (5,029) (1,546)
(Gain) loss on disposal or sale of fixed assets (2) 1
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable (16,443) (3,806)
Accounts receivable, subcontractor (5,748) (409)
Income taxes receivable 5,171 3,114
Prepaid expenses and other current assets (3,063) (4,068)
Other assets (2,150) (606)
Accounts payable and accrued expenses 3,621 (6,190)
Accrued compensation and benefits 996 1,008
Other liabilities 4,382 369
Deferred revenue (532) (20)
Restricted cash, cash equivalents and investments balance (205) (2,875)
Net cash provided by operating activities 8,687 864
Cash flows from investing activities:
Purchase and development of fixed assets (6,370) (5,843)
Loan to Pipeline Health Holdings LLC (667) 0
Equity method investment 0 (2,000)
Payments to fund deferred compensation plan (1,203) (1,215)
Cash paid for acquisition, net of cash received (76,945) 0
Change in restricted cash, cash equivalents and investments balance 0 4,349
Cash paid for working capital adjustments for prior acquisition (165) 0
Net cash used in investing activities (85,350) (4,709)
Cash flows from financing activities:
Capital lease repayments (4) (156)
Payments on term loan (1,875) 0
Payments on revolving credit facility (7,000) (1,000)
Proceeds from revolving credit facility 84,500 1,000
Proceeds from exercise of equity awards 3,199 58
Cash paid for shares withheld for taxes (8,694) (3,905)
Excess tax benefits from share-based compensation 5,029 1,546
Net cash provided by (used in) financing activities 75,155 (2,457)
Effect of exchange rate changes on cash 68 (9)
Net decrease in cash and cash equivalents (1,440) (6,311)
Cash and cash equivalents at beginning of period 13,073 15,580
Cash and cash equivalents at end of period 11,633 9,269
Supplemental disclosures of cash flow information:
Cash paid for interest (net of $43 and $123 capitalized for the three months ended March 31, 2015 and 2014, respectively) 1,330 1,588
Cash paid for income taxes 473 223
Acquisitions:
Fair value of tangible assets acquired in acquisition, net of cash received 25,627 0
Goodwill 42,702 0
Intangible assets 30,219 0
Liabilities assumed (21,603) 0
Net cash paid for acquisitions (76,945) 0
Supplemental disclosures of non-cash investing and financing activities:
Purchase of fixed assets recorded in accounts payable and accrued expenses $ 3,607 $ 3,067
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Condensed Consolidated Statements of Cash Flows (Parenthetical) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Statement of Cash Flows [Abstract]
Interest capitalized $ 43 $ 123
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Basis of Presentation
3 Months Ended
Mar. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION
BASIS OF PRESENTATION
The condensed consolidated balance sheets and related condensed consolidated statements of comprehensive income and cash flows contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”), which are unaudited, include the accounts of AMN Healthcare Services, Inc. and its wholly-owned subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all entries necessary for a fair presentation of such unaudited condensed consolidated financial statements have been included. These entries consisted of all normal recurring items. The results of operations for the interim period are not necessarily indicative of the results to be expected for any other interim period or for the entire fiscal year or for any future period.
The unaudited condensed consolidated financial statements do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States. Please refer to the Company’s audited consolidated financial statements and the related notes for the fiscal year ended December 31, 2014, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the Securities and Exchange Commission on February 25, 2015 (“2014 Annual Report”).
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to asset impairments, accruals for self-insurance, compensation and related benefits, accounts receivable, contingencies and litigation and income taxes. Actual results could differ from those estimates under different assumptions or conditions.
Reclassification
Certain reclassifications that are not material have been made to the prior year’s consolidated financial statements to conform to the current year presentation.
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Business Combinations
3 Months Ended
Mar. 31, 2015
Business Combinations [Abstract]
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS
Onward Healthcare Acquisition
On January 7, 2015, the Company completed its acquisition of Onward Healthcare, including its two wholly-owned subsidiaries, Locum Leaders and Medefis (collectively, “OH”), for approximately $76,945 in cash, funded by cash-on-hand and borrowings under the Company’s revolving credit facility. Onward Healthcare is a national nurse and allied healthcare staffing firm, Locum Leaders is a national locum tenens provider, and Medefis is a provider of a software as a service, or “SaaS,” based vendor management system for healthcare facilities. The acquisition helps the Company to expand its service lines and its supply and placement capabilities of healthcare professionals to its clients.
The Company accounted for the acquisition using the acquisition method of accounting and, accordingly, it recorded the tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the date of the acquisition. As of the filing date of this Form 10-Q, the Company is still finalizing the allocation of the purchase price, primarily related to tax matters and valuation of intangibles.
The preliminary allocation of the $76,945 purchase price consisted of $25,627 of fair value of tangible assets acquired (including $20,476 of accounts receivable), $21,603 of liabilities assumed (including $10,478 of accounts payable and accrued expenses), $30,219 of identified intangible assets, and $42,702 of goodwill, none of which is deductible for tax purposes. The intangible assets include the fair value of tradenames and trademarks, customer relationships, staffing database, acquired technologies and non-compete agreements. The weighted average useful life of the acquired intangible assets is approximately 11 years. The following table summarizes the fair value and useful life of each intangible asset acquired:
 
 
 
Fair Value
 
Useful Life
 
 
 
 
 
(in years)
Identifiable intangible assets
 
 
 
 
Tradenames and Trademarks
 
$
8,100

 
3 - 15
 
Customer Relationships
 
17,600

 
10 - 15
 
Staffing Database
 
2,600

 
5
 
Acquired Technologies
 
1,700

 
8
 
Non-compete agreements
 
219

 
2
 
 
 
$
30,219

 
 

Of the $42,702 allocated to goodwill, $37,233 and $5,469 were allocated to the Company’s nurse and allied healthcare staffing segment and locum tenens staffing segment, respectively.
The results of Onward Healthcare and Medefis are included in the Company’s nurse and allied healthcare staffing segment and the results of Locum Leaders are included in the Company’s locum tenens staffing segment. For the three months ended March 31, 2015, approximately $31,236 of revenue and $2,821 of income before income taxes of the Onward Healthcare entities were included in the unaudited condensed consolidated statement of operations since the date of acquisition.
The following summary presents unaudited pro forma consolidated results of operations of the Company for the three months ended March 31, 2015 and 2014 as if the OH acquisition described above had occurred on January 1, 2014. The following unaudited pro forma financial information gives effect to certain adjustments, including the reduction in compensation expense related to non-recurring executive salary expense, acquisition-related costs and the amortization of acquired intangible assets. The pro forma financial information is not necessarily indicative of the operating results that would have occurred had the acquisition been consummated as of the date indicated, nor are they necessarily indicative of future operating results.
 
Three Months Ended
 
March 31,
 
2015
 
2014
Revenue
$
329,795

 
$
266,899

Net income
$
12,883

 
$
7,660



Avantas Acquisition
On December 22, 2014, the Company completed its acquisition of Avantas, a leading provider of clinical labor management services, including workforce consulting, data analytics, predictive modeling and SaaS-based scheduling technology, for $17,520, which the Company funded through cash-on-hand and borrowings under its revolving credit facility. The total purchase price of $17,520 included $14,470 cash consideration paid, $1,650 cash holdback for potential claims, and contingent earn-out with a fair value of $1,400. During the three months ended March 31, 2015, the Company paid an additional $165 to the selling equityholders for a working capital adjustment. The acquisition is intended to help enable the Company to provide a level of workforce predictability to clients that can be integrated with its workforce and staffing solutions. The acquisition is not considered a material business combination and, accordingly, pro forma information is not provided. The Company did not incur any material acquisition-related costs.
The Company accounted for the acquisition using the acquisition method of accounting and, accordingly, it recorded the tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the date of the acquisition. The acquisition agreement provides for a tiered contingent earn-out payment of up to $8,500 to be paid in 2016 based on the operating results of Avantas for the 12 month period ending June 30, 2016. As of the filing date of this Form 10-Q, the Company is still finalizing the allocation of the purchase price, primarily related to tax matters.
The preliminary allocation of the purchase price consisted of $1,631 of fair value of tangible assets acquired, $3,821 of liabilities and deferred revenue assumed, $9,960 of identified intangible assets and $9,916 of goodwill, which goodwill is deductible for tax purposes. The intangible assets include the fair value of tradenames and trademarks, customer relationships and acquired technologies. The weighted average useful life of the acquired intangible assets subject to amortization is approximately 14 years.
The results of operations of Avantas are included in the nurse and allied healthcare staffing segment in the Company’s consolidated financial statements.
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Revenue Recognition
3 Months Ended
Mar. 31, 2015
Revenue Recognition [Abstract]
REVENUE RECOGNITION
REVENUE RECOGNITION
Revenue consists of fees earned from the permanent and temporary placement of healthcare professionals. Revenue is recognized when earned and realizable. The Company has entered into certain contracts with healthcare organizations to provide managed services programs. Under these contract arrangements, the Company uses its healthcare professionals along with those of third party subcontractors to fulfill client orders. If the Company uses subcontractors, it records revenue net of related subcontractors expense. The resulting net revenue represents the administrative fee the Company charges for its vendor management services. The Company records subcontractor accounts receivable from the client in the consolidated balance sheets. The Company generally pays the subcontractor after it has received payment from the client. Payables to subcontractors of $41,671 and $33,474, respectively, were included in accounts payable and accrued expenses in the unaudited condensed consolidated balance sheet as of March 31, 2015 and the audited consolidated balance sheet as of December 31, 2014.
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Net Income Per Common Share
3 Months Ended
Mar. 31, 2015
Earnings Per Share [Abstract]
NET INCOME PER COMMON SHARE
NET INCOME PER COMMON SHARE
Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted net income per common share reflects the effects of potentially dilutive share-based equity instruments.
Share-based awards to purchase 33 and 361 shares of common stock were not included in the calculation of diluted net income per common share for the three months ended March 31, 2015 and 2014, respectively, because the effect of these instruments was anti-dilutive.
The following table sets forth the computation of basic and diluted net income per common share for the three months ended March 31, 2015 and 2014, respectively:
 
 
Three Months Ended March 31,
 
2015
 
2014
Net income
$
12,209

 
$
7,630

 
 
 
 
Net income per common share - basic
$
0.26

 
$
0.16

Net income per common share - diluted
$
0.25

 
$
0.16

 
 
 
 
Weighted average common shares outstanding - basic
47,146

 
46,354

Plus dilutive effect of potential common shares
1,218

 
1,563

Weighted average common shares outstanding - diluted
48,364

 
47,917

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Segment Information
3 Months Ended
Mar. 31, 2015
Segment Reporting [Abstract]
SEGMENT INFORMATION
SEGMENT INFORMATION
The Company has three reportable segments: nurse and allied healthcare staffing, locum tenens staffing and physician permanent placement services.
The Company’s management relies on internal management reporting processes that provide revenue and operating income by reportable segment for making financial decisions and allocating resources. Segment operating income represents income before income taxes plus depreciation, amortization of intangible assets, share-based compensation expense, interest expense (net) and other, and unallocated corporate overhead. The Company’s management does not evaluate, manage or measure performance of segments using asset information; accordingly, asset information by segment is not prepared or disclosed.
 
The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results and was derived from each segment’s internal financial information as used for corporate management purposes:
 
 
Three Months Ended March 31,
 
2015
 
2014
Revenue
 
 
 
Nurse and allied healthcare staffing
$
229,046

 
$
163,450

Locum tenens staffing
86,692

 
66,871

Physician permanent placement services
11,772

 
10,560

 
$
327,510

 
$
240,881

Segment Operating Income
 
 
 
Nurse and allied healthcare staffing
$
31,901

 
$
19,972

Locum tenens staffing
9,110

 
6,873

Physician permanent placement services
3,271

 
2,131

 
44,282

 
28,976

Unallocated corporate overhead
12,025

 
7,868

Depreciation and amortization
5,095

 
3,820

Share-based compensation
2,377

 
1,819

Interest expense, net, and other
1,807

 
1,846

Income before income taxes
$
22,978

 
$
13,623

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Fair Value Measurement
3 Months Ended
Mar. 31, 2015
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENTS
 
The Company’s valuation techniques and inputs used to measure fair value and the definition of the three levels (Level 1, Level 2 and Level 3) of the fair value hierarchy are disclosed in Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 4 - Fair Value Measurement” of the Company’s 2014 Annual Report. The Company has not changed the valuation techniques or inputs it uses to measure fair value during the three months ended March 31, 2015.
Assets and Liabilities Measured on a Recurring Basis
The Company’s assets that are measured at fair value on a recurring basis include restricted cash equivalents and investments.
In addition, with the recent acquisition of Avantas, the Company may have an obligation to pay earn-out consideration of up to $8,500 to the selling equity holders if Avantas meets certain future financial metrics for the 12 month period ending June 30, 2016. The earn-out liability was estimated based on estimated cash flows determined using the probability-weighted average of possible outcomes that would occur should certain financial metrics be reached. As there is no market data available to use in valuing the contingent consideration, the Company developed its own assumptions related to the future financial performance of Avantas to estimate the fair value of this liability. As such, the contingent consideration liability is classified within Level 3.
In connection with estimating the fair value of the contingent consideration, the Company estimates the weighted probability of Avantas earning each of the five specified tiered earn-out amounts of $0, $1,500, $3,500, $5,500 and $8,500, which are each tied to the financial performance of Avantas for the 12 month period ending June 30, 2016. An increase or decrease in the probability of achievement will result in an increase or decrease to the estimated fair value of the contingent consideration. The Company reassesses the fair value each reporting period and adjusts the liability to its then fair value. There was no change in the fair value of the liability during the three months ended March 31, 2015.
The following tables present information about these assets and liabilities and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value:
 
 
Fair Value Measurements as of March 31, 2015
 
Total
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
U.S. Treasury securities
$
5,291

 
$
5,291

 
$

 
$

Money market funds
335

 
335

 

 

Acquisition contingent consideration earn-out liability
1,400

 

 

 
1,400

Total financial assets and liabilities measured at fair value
$
7,026

 
$
5,626

 
$

 
$
1,400

 
 
Fair Value Measurements as of December 31, 2014
 
Total
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
U.S. Treasury securities
$
5,291

 
$
5,291

 
$

 
$

Money market funds
335

 
335

 

 

Acquisition contingent consideration earn-out liability
1,400

 

 

 
1,400

Total financial assets and liabilities measured at fair value
$
7,026

 
$
5,626

 
$

 
$
1,400


 
The Company’s restricted cash equivalents and investments typically consist of U.S. Treasury securities and money market funds on deposit with financial institutions that serve as collateral for the Company’s outstanding letters of credit.
Assets Measured on a Non-Recurring Basis
 The Company applies fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to its goodwill, indefinite-lived intangible assets, long-lived assets and equity method investment.
The Company evaluates goodwill and indefinite-lived intangible assets annually for impairment and whenever circumstances occur indicating that goodwill might be impaired. The Company determines the fair value of its reporting units based on a combination of inputs including the market capitalization of the Company as well as Level 3 inputs such as discounted cash flows, which are not observable from the market, directly or indirectly. The Company determines the fair value of its indefinite-lived intangible assets using the income approach (relief-from-royalty method) based on Level 3 inputs.
There were no triggering events identified and no indication of impairment of the Company’s goodwill, indefinite-lived intangible assets, long-lived assets or equity method investment during the three months ended March 31, 2015 and 2014.
Fair Value of Financial Instruments
The carrying amount of notes payable and revolving credit facility approximate their fair value as the instruments’ interest rates are variable and comparable to rates currently offered for similar debt instruments of comparable maturity. The fair value of the Company’s long-term self-insurance accruals cannot be estimated as the Company cannot reasonably determine the timing of future payments.
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Income Taxes
3 Months Ended
Mar. 31, 2015
Income Tax Disclosure [Abstract]
INCOME TAXES
INCOME TAXES
The Company is subject to income taxation in the U.S. and various states and foreign jurisdictions. With few exceptions, as of March 31, 2015, the Company is no longer subject to U.S. federal, state, local or foreign income tax examinations by tax authorities for years before 2005. The Company’s tax years 2007, 2008, 2009 and 2010 have been under audit by the Internal Revenue Service (“IRS”) for several years and in 2014, the IRS issued the Company its Revenue Agent Report (“RAR”) and an Employment Tax Examination Report (“ETER”). The RAR proposed adjustments to the Company’s taxable income for 2007-2010 and net operating loss carryforwards from 2005-2006, resulting from the proposed disallowance of certain per diems paid to the Company’s healthcare professionals, and the ETER proposed assessments for additional payroll tax liabilities and penalties for 2009 and 2010 related to the Company’s treatment of certain non-taxable per diem allowances and travel benefits. The positions in the RAR and ETER are mutually exclusive, and contain multiple tax positions, some of which are contrary to each other. The Company filed a Protest Letter for both the RAR and ETER positions in 2014. The Company anticipates that the final settlement of the audits will occur in the next twelve months and believes its reserves are adequate to cover any final settlement.
The IRS has also been conducting a separate audit of the Company’s 2011 and 2012 tax years. The income and employment tax issues addressed in the 2011 and 2012 examination are consistent with the issues raised in the 2007 through 2010 examination. During the quarter ended March 31, 2015, the IRS completed its 2011 and 2012 examination and issued its RAR and ETER to the Company. The proposed adjustments to the Company’s taxable income for 2011 and 2012 and net operating loss carryforwards from 2010, and the ETER proposed assessments for additional payroll tax liabilities and penalties for 2011 and 2012 related to the Company’s treatment of certain non-taxable per diem allowances and travel benefits. The positions in the RAR and ETER for the 2011 and 2012 years are mutually exclusive and contain multiple tax positions, some of which are contrary to each other. The Company has filed a Protest Letter for both the RAR and ETER and intends to defend its position. The Company believes its reserves are adequate with respect to these open years.
The Company was notified during the quarter ended March 31, 2015 that the IRS will also audit the Company’s 2013 tax year.
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Commitments and Contingencies
3 Months Ended
Mar. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
(a) Legal
From time to time, the Company is involved in various lawsuits, claims, investigations, and proceedings that arise in the ordinary course of business. Additionally, some of its clients may also become subject to claims, governmental inquiries and investigations and legal actions relating to services provided by the Company’s healthcare professionals. Depending upon the particular facts and circumstances, the Company may also be subject to indemnification obligations under its contracts with such clients relating to these matters. The Company records a liability when management believes an adverse outcome from a loss contingency is both probable and the amount, or a range, can be reasonably estimated. Significant judgment is required to determine both probability of loss and the estimated amount. The Company reviews its loss contingencies at least quarterly and adjusts its accruals and/or disclosures to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, or other new information, as deemed necessary. With regards to outstanding loss contingencies as of March 31, 2015, the Company believes that such matters will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations or cash flows.

(b) Leases
 On January 26, 2015, the Company entered into a 10-year operating lease agreement for office space in Dallas, Texas that will replace its current operating lease agreement for its Irving, Texas offices, which expires in August 2015. Base rent payments under the new lease agreement will begin in September 2015 and the total estimated base rent payments will be approximately $23,956 over the life of the lease, which is ten years. The rent payments have been included in the total minimum lease payment table set forth in Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 12(b) - Commitments and Contingencies - Leases” of the Company’s 2014 Annual Report on Form 10-K.
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Subsequent Events
3 Months Ended
Mar. 31, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
In April 2015, the Company entered into an interest rate swap agreement to minimize its exposure to interest rate fluctuations on $100,000 of its outstanding variable rate debt under its existing credit facility whereby the Company pays a fixed rate of 0.983% and receives a variable rate equal to floating one-month LIBOR. This agreement expires on March 30, 2018, and no initial investment was made to enter into this agreement.
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Basis of Presentation (Policies)
3 Months Ended
Mar. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to asset impairments, accruals for self-insurance, compensation and related benefits, accounts receivable, contingencies and litigation and income taxes. Actual results could differ from those estimates under different assumptions or conditions.
Revenue Recognition
Revenue consists of fees earned from the permanent and temporary placement of healthcare professionals. Revenue is recognized when earned and realizable. The Company has entered into certain contracts with healthcare organizations to provide managed services programs. Under these contract arrangements, the Company uses its healthcare professionals along with those of third party subcontractors to fulfill client orders. If the Company uses subcontractors, it records revenue net of related subcontractors expense. The resulting net revenue represents the administrative fee the Company charges for its vendor management services. The Company records subcontractor accounts receivable from the client in the consolidated balance sheets. The Company generally pays the subcontractor after it has received payment from the client.
Net Income per Common Share
Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted net income per common share reflects the effects of potentially dilutive share-based equity instruments.
Segment Information
The Company’s management relies on internal management reporting processes that provide revenue and operating income by reportable segment for making financial decisions and allocating resources. Segment operating income represents income before income taxes plus depreciation, amortization of intangible assets, share-based compensation expense, interest expense (net) and other, and unallocated corporate overhead. The Company’s management does not evaluate, manage or measure performance of segments using asset information; accordingly, asset information by segment is not prepared or disclosed.
Fair Value of Financial Instruments
Assets and Liabilities Measured on a Recurring Basis
The Company’s assets that are measured at fair value on a recurring basis include restricted cash equivalents and investments.
Assets Measured on a Non-Recurring Basis
 The Company applies fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to its goodwill, indefinite-lived intangible assets, long-lived assets and equity method investment.
Fair Value of Financial Instruments
The carrying amount of notes payable and revolving credit facility approximate their fair value as the instruments’ interest rates are variable and comparable to rates currently offered for similar debt instruments of comparable maturity. The fair value of the Company’s long-term self-insurance accruals cannot be estimated as the Company cannot reasonably determine the timing of future payments.
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Business Combinations (Tables)
3 Months Ended
Mar. 31, 2015
Business Combinations [Abstract]
Summary of Fair Value and Useful Life of Each Intangible Asset Acquired
The following table summarizes the fair value and useful life of each intangible asset acquired:
 
 
 
Fair Value
 
Useful Life
 
 
 
 
 
(in years)
Identifiable intangible assets
 
 
 
 
Tradenames and Trademarks
 
$
8,100

 
3 - 15
 
Customer Relationships
 
17,600

 
10 - 15
 
Staffing Database
 
2,600

 
5
 
Acquired Technologies
 
1,700

 
8
 
Non-compete agreements
 
219

 
2
 
 
 
$
30,219

 
 
Business Acquisition, Pro Forma Information
The following summary presents unaudited pro forma consolidated results of operations of the Company for the three months ended March 31, 2015 and 2014 as if the OH acquisition described above had occurred on January 1, 2014. The following unaudited pro forma financial information gives effect to certain adjustments, including the reduction in compensation expense related to non-recurring executive salary expense, acquisition-related costs and the amortization of acquired intangible assets. The pro forma financial information is not necessarily indicative of the operating results that would have occurred had the acquisition been consummated as of the date indicated, nor are they necessarily indicative of future operating results.
 
Three Months Ended
 
March 31,
 
2015
 
2014
Revenue
$
329,795

 
$
266,899

Net income
$
12,883

 
$
7,660

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Net Income Per Common Share (Tables)
3 Months Ended
Mar. 31, 2015
Earnings Per Share [Abstract]
Computation of basic and diluted net income per common share
The following table sets forth the computation of basic and diluted net income per common share for the three months ended March 31, 2015 and 2014, respectively:
 
 
Three Months Ended March 31,
 
2015
 
2014
Net income
$
12,209

 
$
7,630

 
 
 
 
Net income per common share - basic
$
0.26

 
$
0.16

Net income per common share - diluted
$
0.25

 
$
0.16

 
 
 
 
Weighted average common shares outstanding - basic
47,146

 
46,354

Plus dilutive effect of potential common shares
1,218

 
1,563

Weighted average common shares outstanding - diluted
48,364

 
47,917

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Segment Information (Tables)
3 Months Ended
Mar. 31, 2015
Segment Reporting [Abstract]
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results
The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results and was derived from each segment’s internal financial information as used for corporate management purposes:
 
 
Three Months Ended March 31,
 
2015
 
2014
Revenue
 
 
 
Nurse and allied healthcare staffing
$
229,046

 
$
163,450

Locum tenens staffing
86,692

 
66,871

Physician permanent placement services
11,772

 
10,560

 
$
327,510

 
$
240,881

Segment Operating Income
 
 
 
Nurse and allied healthcare staffing
$
31,901

 
$
19,972

Locum tenens staffing
9,110

 
6,873

Physician permanent placement services
3,271

 
2,131

 
44,282

 
28,976

Unallocated corporate overhead
12,025

 
7,868

Depreciation and amortization
5,095

 
3,820

Share-based compensation
2,377

 
1,819

Interest expense, net, and other
1,807

 
1,846

Income before income taxes
$
22,978

 
$
13,623

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Fair Value Measurement (Tables)
3 Months Ended
Mar. 31, 2015
Fair Value Disclosures [Abstract]
Schedule of financial assets and liabilities measured at fair value on recurring basis
The following tables present information about these assets and liabilities and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value:
 
 
Fair Value Measurements as of March 31, 2015
 
Total
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
U.S. Treasury securities
$
5,291

 
$
5,291

 
$

 
$

Money market funds
335

 
335

 

 

Acquisition contingent consideration earn-out liability
1,400

 

 

 
1,400

Total financial assets and liabilities measured at fair value
$
7,026

 
$
5,626

 
$

 
$
1,400

 
 
Fair Value Measurements as of December 31, 2014
 
Total
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
U.S. Treasury securities
$
5,291

 
$
5,291

 
$

 
$

Money market funds
335

 
335

 

 

Acquisition contingent consideration earn-out liability
1,400

 

 

 
1,400

Total financial assets and liabilities measured at fair value
$
7,026

 
$
5,626

 
$

 
$
1,400

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Business Combinations (Details) (USD $)
3 Months Ended 0 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Jan. 07, 2015
subsidiary
Dec. 22, 2014
Dec. 31, 2014
Business Combination, Description
Additional cash paid for working capital adjustment settlement $ 165,000 $ 0
Allocation of Purchase Price
Goodwill 197,254,000 154,387,000
Onward Healthcare Acquisition [Member]
Business Combination, Description
Number of subsidiaries acquired with parent 2
Cash consideration 76,945,000
Allocation of Purchase Price
Fair value of assets acquired 25,627,000
Accounts receivable acquired 20,476,000
Liabilities assumed 21,603,000
Accounts payable assumed 10,478,000
Identified intangible assets 30,219,000
Goodwill 42,702,000
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Weighted average useful life of intangible assets 11 years
Business Acquisition, Pro Forma Information [Abstract]
Actual acquiree revenue since date of acquisition 31,236,000
Actual acquiree income before income taxes since date of acquisition 2,821,000
Pro forma revenue 329,795,000 266,899,000
Pro forma net income 12,883,000 7,660,000
Avantas Acquisition [Member]
Business Combination, Description
Cash consideration 14,470,000
Total purchase price of the acquisition 17,520,000
Cash holdback for potential claims 1,650,000
Contingent earn-out 1,400,000
Additional cash paid for working capital adjustment settlement 165,000
Contingent earn-out based on future operating performance 8,500,000
Allocation of Purchase Price
Fair value of assets acquired 1,631,000
Liabilities assumed 3,821,000
Identified intangible assets 9,960,000
Goodwill 9,916,000
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Weighted average useful life of intangible assets 14 years
Nurse and allied healthcare staffing [Member] | Onward Healthcare Acquisition [Member]
Allocation of Purchase Price
Goodwill 37,233,000
Locum tenens staffing [Member] | Onward Healthcare Acquisition [Member]
Allocation of Purchase Price
Goodwill 5,469,000
Tradenames and trademarks [Member] | Onward Healthcare Acquisition [Member]
Allocation of Purchase Price
Identified intangible assets 8,100,000
Customer relationships [Member] | Onward Healthcare Acquisition [Member]
Allocation of Purchase Price
Identified intangible assets 17,600,000
Staffing database [Member] | Onward Healthcare Acquisition [Member]
Allocation of Purchase Price
Identified intangible assets 2,600,000
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Useful life 5 years
Technologies [Member] | Onward Healthcare Acquisition [Member]
Allocation of Purchase Price
Identified intangible assets 1,700,000
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Useful life 8 years
Noncompete agreements [Member] | Onward Healthcare Acquisition [Member]
Allocation of Purchase Price
Identified intangible assets $ 219,000
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Useful life 2 years
Minimum [Member] | Tradenames and trademarks [Member] | Onward Healthcare Acquisition [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Useful life 3 years
Minimum [Member] | Customer relationships [Member] | Onward Healthcare Acquisition [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Useful life 10 years
Maximum [Member] | Tradenames and trademarks [Member] | Onward Healthcare Acquisition [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Useful life 15 years
Maximum [Member] | Customer relationships [Member] | Onward Healthcare Acquisition [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Useful life 15 years
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Revenue Recognition (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Revenue Recognition [Abstract]
Payables to subcontractor $ 41,671 $ 33,474
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Net Income Per Common Share (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Earnings Per Share [Abstract]
Common stock excluded from calculation of EPS 33 361
Computation of basic and diluted net income per common share
Net income $ 12,209 $ 7,630
Net income per common share - basic (in dollars per share) $ 0.26 $ 0.16
Net income per common share - diluted (in dollars per share) $ 0.25 $ 0.16
Weighted average common shares outstanding - basic 47,146 46,354
Plus dilutive effect of potential common shares 1,218 1,563
Weighted average common shares outstanding - diluted 48,364 47,917
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Segment Information (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
segment
Mar. 31, 2014
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results
Revenue $ 327,510 $ 240,881
Operating Income 24,785 15,469
Depreciation and amortization 5,095 3,820
Share-based compensation 2,377 1,819
Interest expense, net, and other 1,807 1,846
Income before income taxes 22,978 13,623
Segment Information (Textual) [Abstract]
Reportable business segments 3
Operating segments [Member]
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results
Revenue 327,510 240,881
Operating Income 44,282 28,976
Operating segments [Member] | Nurse and allied healthcare staffing [Member]
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results
Revenue 229,046 163,450
Operating Income 31,901 19,972
Operating segments [Member] | Locum tenens staffing [Member]
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results
Revenue 86,692 66,871
Operating Income 9,110 6,873
Operating segments [Member] | Physician permanent placement services [Member]
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results
Revenue 11,772 10,560
Operating Income 3,271 2,131
Corporate, non-segment [Member]
Schedule of reconciliation of revenue and segment operating income by reportable segment to consolidated results
Unallocated corporate overhead $ 12,025 $ 7,868
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Fair Value Measurement - Financial Assets and Liabilities (Details) (Fair Value, Measurements, Recurring [Member], USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Schedule of financial assets and liabilities measured at fair value on recurring basis
Financial assets and liabilities measured at fair value $ 7,026 $ 7,026
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Schedule of financial assets and liabilities measured at fair value on recurring basis
Financial assets and liabilities measured at fair value 5,626 5,626
Significant Other Observable Inputs (Level 2) [Member]
Schedule of financial assets and liabilities measured at fair value on recurring basis
Financial assets and liabilities measured at fair value 0 0
Significant Unobservable Inputs (Level 3) [Member]
Schedule of financial assets and liabilities measured at fair value on recurring basis
Financial assets and liabilities measured at fair value 1,400 1,400
Securities (Assets) [Member] | US Treasury securities [Member]
Schedule of financial assets and liabilities measured at fair value on recurring basis
Financial assets and liabilities measured at fair value 5,291 5,291
Securities (Assets) [Member] | Money Market Funds [Member]
Schedule of financial assets and liabilities measured at fair value on recurring basis
Financial assets and liabilities measured at fair value 335 335
Securities (Assets) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | US Treasury securities [Member]
Schedule of financial assets and liabilities measured at fair value on recurring basis
Financial assets and liabilities measured at fair value 5,291 5,291
Securities (Assets) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member]
Schedule of financial assets and liabilities measured at fair value on recurring basis
Financial assets and liabilities measured at fair value 335 335
Securities (Assets) [Member] | Significant Other Observable Inputs (Level 2) [Member] | US Treasury securities [Member]
Schedule of financial assets and liabilities measured at fair value on recurring basis
Financial assets and liabilities measured at fair value 0 0
Securities (Assets) [Member] | Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds [Member]
Schedule of financial assets and liabilities measured at fair value on recurring basis
Financial assets and liabilities measured at fair value 0 0
Securities (Assets) [Member] | Significant Unobservable Inputs (Level 3) [Member] | US Treasury securities [Member]
Schedule of financial assets and liabilities measured at fair value on recurring basis
Financial assets and liabilities measured at fair value 0 0
Securities (Assets) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Money Market Funds [Member]
Schedule of financial assets and liabilities measured at fair value on recurring basis
Financial assets and liabilities measured at fair value 0 0
Contingent Consideration [Member]
Schedule of financial assets and liabilities measured at fair value on recurring basis
Financial assets and liabilities measured at fair value 1,400 1,400
Contingent Consideration [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Schedule of financial assets and liabilities measured at fair value on recurring basis
Financial assets and liabilities measured at fair value 0 0
Contingent Consideration [Member] | Significant Other Observable Inputs (Level 2) [Member]
Schedule of financial assets and liabilities measured at fair value on recurring basis
Financial assets and liabilities measured at fair value 0 0
Contingent Consideration [Member] | Significant Unobservable Inputs (Level 3) [Member]
Schedule of financial assets and liabilities measured at fair value on recurring basis
Financial assets and liabilities measured at fair value $ 1,400 $ 1,400
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Fair Value Measurement - Textual (Details) (Avantas Acquisition [Member], USD $)
3 Months Ended
Mar. 31, 2015
tier
Dec. 22, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earn-out based on future operating performance $ 8,500,000
Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of earn-out tiers 5
Earn-out Tier 1 [Member] | Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earn-out based on future operating performance 0
Earn-out Tier 2 [Member] | Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earn-out based on future operating performance 1,500,000
Earn-out Tier 3 [Member] | Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earn-out based on future operating performance 3,500,000
Earn-out Tier 4 [Member] | Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earn-out based on future operating performance 5,500,000
Earn-out Tier 5 [Member] | Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earn-out based on future operating performance 8,500,000
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Commitments and Contingencies - Leases (Details) (USD $)
In Thousands, unless otherwise specified
0 Months Ended
Jan. 26, 2015
Jan. 26, 2015
Commitments and Contingencies Disclosure [Abstract]
Operating lease agreement term 10 years
Total minimum lease payments $ 23,956
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Subsequent Events (Details) (Interest Rate Swap [Member], Subsequent Event [Member], USD $)
Apr. 30, 2015
Interest Rate Swap [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Amount subject to interest rate swap agreement $ 100,000,000
Fixed interest rate on swap agreement 0.98%
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