View Filing Data

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2012	Apr. 30, 2012
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Trading Symbol	CCRN
Entity Registrant Name	CROSS COUNTRY HEALTHCARE INC
Entity Central Index Key	0001141103
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		30,740,370

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 8,946	$ 10,648
Short-term cash investments	1,792	1,691
Accounts receivable, less allowance for doubtful accounts of $1,955 in 2012 and $2,180 in 2011	73,841	71,802
Deferred tax assets	11,323	10,645
Income taxes receivable	1,868	1,879
Prepaid expenses	7,041	7,441
Other current assets	638	701
Total current assets	105,449	104,807
Property and equipment, net of accumulated depreciation of $43,210 in 2012 and $41,657 in 2011	10,746	12,018
Trademarks, net	52,099	52,053
Goodwill, net	143,550	143,344
Other identifiable intangible assets, net	20,407	21,195
Debt issuance costs, net	1,038	1,199
Other long-term assets	1,362	1,294
Total assets	334,651	335,910
Current liabilities:
Accounts payable and accrued expenses	8,628	9,018
Accrued employee compensation and benefits	16,738	16,332
Current portion of long-term debt	22,960	16,998
Other current liabilities	5,178	4,002
Total current liabilities	53,504	46,350
Long-term debt	16,777	25,048
Non-current deferred tax liabilities	95	58
Other long-term liabilities	14,735	15,154
Total liabilities	85,111	86,610
Commitments and contingencies
Stockholders' equity:
Common stock	3	3
Additional paid-in capital	243,434	243,170
Accumulated other comprehensive loss	(2,812)	(3,373)
Retained earnings	8,915	9,500
Total stockholders' equity	249,540	249,300
Total liabilities and stockholders' equity	$ 334,651	$ 335,910

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2012	Dec. 31, 2011
Accounts receivable, allowance for doubtful accounts	$ 1,955	$ 2,180
Property and equipment, accumulated depreciation	$ 43,210	$ 41,657

- Definition

The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement.

+ References + Details

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Revenue from services	$ 126,672	$ 122,046
Operating expenses:
Direct operating expenses	93,068	89,070
Selling, general and administrative expenses	31,120	28,871
Bad debt expense	111	238
Depreciation	1,593	1,841
Amortization	818	965
Total operating expenses	126,710	120,985
(Loss) income from operations	(38)	1,061
Other expenses (income):
Foreign exchange loss	71	17
Interest expense	629	728
Other expense (income), net	36	(83)
(Loss) income before income taxes	(774)	399
Income tax (benefit) expense	(190)	192
Net (loss) income	$ (584)	$ 207
Net (loss) income per common share:
Basic	$ (0.02)	$ 0.01
Diluted	$ (0.02)	$ 0.01
Weighted average common shares outstanding:
Basic	30,766	31,103
Diluted	30,766	31,190

Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net (loss) income	$ (584)	$ 207
Other comprehensive income, before tax:
Foreign currency translation adjustments	562	372
Net change in fair value of marketable securities	(1)	(33)
Other comprehensive income, before tax	561	339
Income tax benefit related to items of other comprehensive income		(13)
Other comprehensive income, net of tax	561	352
Comprehensive (loss) income	$ (23)	$ 559

- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the reporting entity. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, but excludes any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Before tax amount of the appreciation (loss) in value of unsold available-for-sale securities attributable to the parent entity. Excludes amounts related to other than temporary impairment (OTTI) losses.

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- Definition

Amount before tax, net of reclassification adjustments, resulting from the process of expressing in the reporting currency of the reporting entity those amounts that are denominated or measured in a different currency, and from transactions whose terms are denominated in a currency other than the entity's functional currency, which is attributable to the parent entity.

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- Definition

Before tax amount of other comprehensive income (loss) attributable to the parent entity.

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- Definition

Net of tax amount of other comprehensive income (loss) attributable to the parent entity.

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+ Details

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Operating activities
Net (loss) income	$ (584)	$ 207
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation	1,593	1,841
Amortization	818	965
Bad debt expense	111	238
Deferred income tax benefit	(463)	(158)
Share-based compensation	638	644
Other noncash charges	481	227
Changes in operating assets and liabilities:
Accounts receivable	(2,125)	(3,950)
Other assets	464	(124)
Income taxes	(190)	207
Accounts payable and accrued expenses	(341)	1,163
Other liabilities	999	113
Net cash provided by operating activities	1,401	1,373
Investing activities
Purchases of property and equipment	(462)	(837)
Other investing activities	(89)	(43)
Net cash used in investing activities	(551)	(880)
Financing activities
Repayment of debt	(3,508)	(4,117)
Borrowings under revolving credit facility	1,200	2,500
Debt issuance costs	(44)
Stock repurchase and retirement	(374)
Net cash used in financing activities	(2,726)	(1,617)
Effect of exchange rate changes on cash	174	25
Change in cash and cash equivalents	(1,702)	(1,099)
Cash and cash equivalents at beginning of period	10,648	10,957
Cash and cash equivalents at end of period	$ 8,946	$ 9,858

ORGANIZATION AND BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2012

ORGANIZATION AND BASIS OF PRESENTATION

1. ORGANIZATION AND BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements include the accounts of Cross Country Healthcare, Inc. and its direct and indirect wholly-owned subsidiaries (collectively, the Company). All material intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (U.S. GAAP) for complete financial statements. The preparation of consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, the valuation of accounts receivable, goodwill and intangible assets, other long-lived assets, accruals for health, workers’ compensation and professional liability claims, legal contingencies, income taxes and sales and other non-income tax liabilities. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These operating results are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2011 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission. The December 31, 2011 condensed consolidated balance sheet included herein was derived from the December 31, 2011 audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K.

Certain prior year amounts have been reclassified to conform to the current period presentation.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

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COMPREHENSIVE INCOME

3 Months Ended

Mar. 31, 2012

COMPREHENSIVE INCOME

2. COMPREHENSIVE INCOME

In June 2011, the Financial Accounting Standard Board (FASB) issued Update No. 2011-05, Comprehensive Income (Topic 220), Presentation of Comprehensive Income, (ASU 2011-05). ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in stockholders’ equity and requires an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement or in two separate but consecutive statements. In December 2011, the FASB issued Update No. 2011-12, Comprehensive Income (Topic 220), Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, (ASU 2011-12), which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company adopted ASU 2011-05 in the fourth quarter of 2011by electing to present two separate but consecutive statements, and adopted the portion of the update that requires the presentation of reclassification items out of accumulated other comprehensive income, pursuant to ASU 2011-12 in the first quarter of 2012. The Company did not have any reclassification items out of accumulated other comprehensive income in the three months ended March 31, 2012 or 2011. Accordingly, the adoption of ASU 2011-12 did not impact the condensed consolidated financial statements in the first quarter of 2012.

Total comprehensive income includes net (loss) income, foreign currency translation adjustments and net changes in the fair value of marketable securities available for sale, net of any related deferred taxes. Certain of the Company’s foreign operations use their respective local currency as their functional currency. In accordance with the Foreign Currency Matters Topic of the FASB Accounting Standards Codification (ASC), assets and liabilities of these operations are translated at the exchange rates in effect on the balance sheet date. Statement of operations items are translated at the average exchange rates for the period. The cumulative impact of currency translation is included in accumulated other comprehensive loss in the accompanying condensed consolidated balance sheets and was $2.8 million and $3.4 million at March 31, 2012 and December 31, 2011, respectively.

- Definition

The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e689-108580

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-Publisher FASB
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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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+ Details

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2012

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

3. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The Company adopted Update No. 2011-08, Intangibles — Goodwill and Other (Topic 350), Testing Goodwill for Impairment, (ASU 2011-08) for its condensed consolidated financial statements in the first quarter of 2012. ASU 2011-08 allows the option to first assess qualitative factors to determine whether it is more likely than not (a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If, after considering the totality of events and circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, performing the two-step impairment test is unnecessary. The Company elected not to use this option in its review of its goodwill and other intangible assets in the first quarter of 2012 as the Company determined there were indicators which triggered additional testing. See further discussion which follows.

Interim Impairment Review of Goodwill and Indefinite-lived Intangible Assets

In accordance with the Intangibles-Goodwill and Other Topic of the FASB ASC, the Company evaluates goodwill and indefinite-lived intangible assets annually, in its fourth quarter, for impairment at the reporting unit level and whenever circumstances occur indicating that goodwill might be impaired. In its impairment analysis, the Company determines the fair value of its reporting units based on a combination of inputs including Level 3 inputs such as discounted cash flows which are not observable from the market, directly or indirectly, as well as inputs such as pricing multiples from publicly traded guideline companies and the market capitalization of the Company.

As of March 31, 2012, the Company determined there were indicators which triggered an impairment analysis of its goodwill and indefinite-lived intangible assets and, therefore, the Company completed the first step of its goodwill impairment testing. At the end of the first quarter of 2012, the Company’s stock price declined from December 31, 2011. In addition, a slowdown in demand and booking activity in the Company’s nurse and allied staffing segment resulted in a downward revision to this segment’s near-term forecast. Additionally, the Company was closely monitoring performance in its clinical trial services and physician staffing businesses due to a thin margin between the carrying amount and fair value of those respective reporting units as of the December 31, 2011 annual impairment testing.

The first step in its impairment assessment requires the Company to determine the fair value of each of its reporting units and compare it to the reporting unit’s carrying amount. The Company estimated the fair value of each of the reporting units based on a weighting of both the income approach and the market approach (blended fair value).

The discounted cash flows for each reporting unit that served as the primary basis for the income approach were based on discrete financial forecasts developed by management for planning purposes and consistent with those distributed within the Company and externally. A number of significant assumptions and estimates were involved in the application of the income methodology including forecasted revenue, margins, operating cash flows, discount rate, and working capital changes. Cash flows beyond the discrete forecast period of ten years were estimated using a terminal value calculation. A terminal value growth rate of 2.5% was used for each reporting unit. The income approach valuations included reporting unit cash flow discount rates, representing each reporting unit’s weighted average cost of capital, ranging from 11.0% to 18.7%.

The market approach applied pricing multiples derived from publicly-traded guideline companies that are comparable to the respective reporting unit, to determine its value. The Company utilized total enterprise value/revenue multiples ranging from 0.4 to 1.0 and total enterprise value/Earnings Before Interest Taxes Depreciation and Amortization (EBITDA) multiples ranging from 8.0 to 10.2. The reporting units’ market value were determined assuming a 50% weighting to revenue multiples and a 50% weighting to EBITDA multiples for its nurse and allied staffing, physician staffing and clinical trial services reporting units; a 100% weighting to the EBITDA multiples for the education and training reporting unit and 100% weighting to revenue multiples for its retained search reporting unit.

Upon completion of the first quarter 2012 assessment, the Company determined that the estimated fair value of all of the Company’s reporting units exceeded their respective carrying values as follows: nurse and allied staffing – 2.4%, physician staffing – 8.7%, clinical trial services – 6.2%, retained search – 38.5% and education and training –132.2%. The Company’s reporting units continue to generate positive cash flows from their operations, and the Company expects that they will continue to do so in fiscal 2012 and beyond.

The total fair value of the reporting units was reconciled to the Company's March 31, 2012 market capitalization. The reasonableness of the resulting control premium was assessed based on a review of comparative market transactions and other qualitative factors that might have influenced the Company’s share price. The Company’s market capitalization was also considered in assessing the reasonableness of the cumulative fair values of the reporting units. In performing the reconciliation of the Company’s market capitalization to fair value, the Company considered both quantitative and qualitative factors which supported the implied control premium. The Company believes that a reasonable potential buyer would offer a control premium for the business that would adequately cover the difference between its market price at March 31, 2012 and its book value. Based on the foregoing, the Company concluded it did not have an impairment at March 31, 2012.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2012

EARNINGS PER SHARE

4. EARNINGS PER SHARE

In accordance with the requirements of the Earnings Per Share Topic of the FASB ASC, basic earnings per share is computed by dividing net (loss) income by the weighted average number of shares outstanding (excluding unvested restricted stock) and diluted earnings per share reflects the dilutive effects of stock options and restricted stock (as calculated utilizing the treasury stock method).Certain shares of common stock that are issuable upon the exercise of options and vesting of restricted stock have been excluded from the per share calculations because their effect would have been anti-dilutive. Such shares amounted to 1,644,606 and 1,688,253 during the three months ended March 31, 2012 and 2011, respectively. For purposes of calculating net loss per common share – diluted for the three months ended March 31, 2012, the Company excluded potentially dilutive shares of 70,700 from the calculation as their effect would have been anti-dilutive due to the Company’s net loss in that period.

The following table sets forth the components of the numerator and denominator for the computation of the basic and diluted earnings per share:

	Three Months Ended
	March 31,
	2012			2011
	(amounts in thousands)

Net (loss) income	$	(584	)	$	207

Net (loss) income per common share-basic	$	(0.02	)	$	0.01
Net (loss) income per common share-diluted	$	(0.02	)	$	0.01

Weighted-average number of shares outstanding-basic		30,766			31,103
Plus dilutive equity awards		-			87
Weighted-average number of shares outstanding-diluted		30,766			31,190

ACQUISITIONS

3 Months Ended

Mar. 31, 2012

ACQUISITIONS

5. ACQUISITIONS

MDA Holdings, Inc.

In September 2008, the Company consummated the acquisition of substantially all of the assets of privately-held MDA Holdings, Inc. and its subsidiaries and all of the outstanding stock of Jamestown Indemnity Ltd., a Cayman Island company and wholly-owned subsidiary (collectively, MDA). As of March 31, 2012, an indemnification escrow account of $3.6 million exists.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

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Reference 16: http://www.xbrl.org/2003/role/presentationRef
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Reference 19: http://www.xbrl.org/2003/role/presentationRef
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+ Details

DEBT

3 Months Ended

Mar. 31, 2012

DEBT

6. DEBT

At March 31, 2012 and December 31, 2011, long-term debt consists of the following:

	March 31,			December 31,
	2012			2011
	(amounts in thousands)

Term loan, interest 2.00% at March 31, 2012	$	38,592		$	41,451
and 2.28% at December 31, 2011

Revolving credit facility, interest 5.50%		600			-
Capital lease obligations		545			595
Total debt		39,737			42,046
Less current portion		(22,960	)		(16,998	)
Long-term debt	$	16,777		$	25,048

The Company has a senior secured credit agreement which includes a term loan and a revolving credit facility. In March 2012, the Company entered into a third amendment to its Credit Agreement with the lenders party thereto Wells Fargo Bank, National Association, as Administrative Agent. The effect of the Credit Agreement amendment was to increase the number of allowable share repurchases/dividends, using existing cash and cash equivalents, when the Company’s Consolidated Leverage Ratio (as defined), after giving effect to the transaction, is less than 2.00 to 1.00 but equal to or greater than 1.00 to 1.00, and there are no outstanding revolving credit loans (other than letters of credit obligations). Pursuant to the amendment, the allowable amount has increased from an amount not to exceed $2.5 million to an amount not to exceed $5.0 million in any fiscal year. The financing fees related to this amendment were immaterial.

As of March 31, 2012, the Company had $0.6 million outstanding under its $50.0 million revolving credit facility, and $12.6 million of standby letters of credit outstanding under its facility, leaving $36.8 million available for borrowing. As of March 31, 2012, interest on its revolving credit facility was based on LIBOR plus a margin of 3.25% or Base Rate (as defined by the Credit Agreement) plus a margin of 2.25%. The Company is required to pay a quarterly commitment fee on the average daily unused portion of the revolving loan facility, which, as of March 31, 2012, was 0.50%. The interest rate spreads on its term loan as of March 31, 2012 were based on LIBOR plus a margin of 1.75% or Base Rate plus a margin of 0.75%. The table below summarizes what the Company believes are the key financial covenant requirements, as defined by the Credit Agreement, as amended, and the Company’s corresponding actual performance as of March 31, 2012.

	Requirements	Actual

Maximum Permitted Levarage Ratio (a)	2.50 to 1.00	1.74 to 1.00

Minimum Fixed Charge Coverage Ratio (b)	1.25 to 1.00	1.83 to 1.00

Maximum Capital Expenditures for 2012 (c)	$8.0 million	$3.6 million

———————

(a)	The Company’s Leverage Ratio must not be greater than 2.50 to 1.00 for the duration of the Credit Agreement ending September 2013.
(b)	The Company’s Fixed Charge Coverage Ratio (as defined by the Credit Agreement) must not be less than: 1) 1.25 to 1.00 for the fiscal year 2012 and 2) 1.15 to 1.00 thereafter.
(c)	The Capital Expenditures limit as defined by the Credit Agreement may be increased in any fiscal year by the amount of Capital Expenditures that were permitted but not made in the immediately preceding fiscal year. The aggregate Capital Expenditures limit for the fiscal years following as defined by the Credit Agreement are: 1) $5.0 million in the fiscal year 2011 and 2) $7.0 million in the fiscal year 2012. The 2012 limit in the preceding table reflects an increase of $1.0 million representing the 2011 fiscal year excess that was permitted but not made.

Long-term debt includes capital lease obligations that are subordinate to the Company’s senior secured facility.

Aggregate scheduled maturities of long-term debt as of March 31, 2012, are as follows:

Through Year Ending December 31 (amounts in thousands)

2012	$	14,689
2013		24,872
2014		83
2015		65
2016		28
Thereafter		-
	$	39,737

During the three months ended March 31, 2012, the Company repaid a total of $2.9 million on its term loan.

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2012

FAIR VALUE MEASUREMENTS

7. FAIR VALUE MEASUREMENTS

The Company adopted Update No. 2011-04, Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, (ASU 2011-04) for its consolidated financial statements in the first quarter of 2012. This ASU amends the fair value measurement and disclosure guidance in ASC 820, Fair Value Measurement, to converge U.S. GAAP and International Financial Reporting Standards (IFRS) requirements for measuring amounts at fair value as well as disclosures about these measurements. This amendment clarifies existing concepts regarding the fair value principles and includes changed principles to achieve convergence. The adoption of this standard did not change the Company’s disclosures in the first quarter of 2012.

The Fair Value Measurements and Disclosures Topic of the FASB ASC, defines fair value as the exchange 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. The Fair Value Measurements and Disclosures Topic also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

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.

Fair Value of Financial Instruments:

Unless otherwise disclosed in the notes to the condensed consolidated financial statements, the estimated fair value of financial assets and liabilities approximates carrying value. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, short-term cash investments, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. Short-term cash investments on the accompanying condensed consolidated balance sheets relate to foreign investments in highly liquid time deposits with original maturities less than one year but greater than three months. At March 31, 2012 and December 31, 2011, other long-term assets included approximately $0.9 million and $0.8 million, respectively, of foreign investments in highly liquid time deposits with original maturities greater than one year. The carrying value of these investments on the consolidated condensed balance sheet approximates their fair value.

The Company invests its excess cash in highly rated overnight funds and other highly rated liquid accounts. The Company is exposed to credit risk associated with these investments. The Company minimizes its credit risk relating to these positions by monitoring the financial condition of the financial institutions involved and by primarily conducting business with large, well established financial institutions and diversifying its counterparties. The Company does not currently anticipate nonperformance by any of its significant counterparties.

The Company performs ongoing credit evaluations of its customers’ financial conditions and, generally, does not require collateral. The allowance for doubtful accounts represents the Company’s estimate of uncollectible receivables based on a review of specific accounts and the Company’s historical collection experience. The Company writes off specific accounts based on an ongoing review of collectability as well as past experience with the customer. The Company’s contract terms typically require payment between 30 to 60 days from the date services are provided and are considered past due based on the particular negotiated contract terms. Overall, based on the large number of customers in differing geographic areas, primarily throughout the United States and its territories, the Company believes the concentration of credit risk is limited.

The carrying amounts of the revolving loan facility and term loan approximate fair value as the interest rates are tied to a quoted variable index. The fair value of these instruments is estimated using Level 2 inputs based on quoted prices for similar instruments.

Items Measured at Fair Value on a Recurring Basis:

At March 31, 2012 and December 31, 2011, the Company’s financial assets/liabilities required to be measured on a recurring basis were its deferred compensation liability included in other long-term liabilities, its short-term cash investments, as well as its marketable securities and long-term cash investments included in other long-term assets. The Company utilizes Level 1 inputs to value marketable securities and its deferred compensation liability. The Company utilizes Level 2 inputs to value its short and long-term cash investments.

The Company did not hold any Level 3 assets or liabilities that are measured on a recurring basis at March 31, 2012 or December 31, 2011. The Company’s marketable securities are measured using quoted prices in active markets. Its short and long-term cash investments are measured using quoted prices in inactive markets. The Company’s deferred compensation liability is measured using publicly available indices that define the liability amounts, as per the plan documents.

The table which follows summarizes the estimated fair values of the Company’s financial assets and liabilities measured on a recurring basis as of March 31, 2012 and December 31, 2011:

Fair Value Measurements
(amounts in thousands)
(Level 1)

	March 31,		December 31,
	2012		2011
Financial Assets:
Marketable securities	$	2	$	3
Financial Liabilities:
Deferred compensation	$	1,264	$	1,322


(Level 2)

Financial Assets:
Short-term cash investments	$	1,792	$	1,691
Long-term cash investments	$	870	$	820

Items Measured at Fair Value on a Non-Recurring Basis:

The Company’s goodwill and other identifiable intangible assets are measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3) described in Note 3 – Goodwill and Other Identifiable Intangible Assets. Goodwill and other identifiable intangible assets with indefinite lives are reviewed for impairment annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Long-lived assets and identifiable intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate that amounts may not be recoverable. If the testing performed indicates that impairment has occurred, the Company records a non-cash impairment charge for the difference between the carrying amount of the goodwill or other intangible assets and the implied fair value of the goodwill or other intangible assets in the period the determination is made. Goodwill and other intangible assets represented 86.6% and 86.9% of the Company’s stockholders’ equity as of March 31, 2012 and December 31, 2011, respectively.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

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-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15B
-Subparagraph a, b
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+ Details

STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2012

STOCKHOLDERS' EQUITY

8. STOCKHOLDERS’ EQUITY

Stock Repurchase Program

During the three months ended March 31, 2012, the Company repurchased, under its February 2008 Board authorization, a total of 71,653 shares at an average price of $5.22. The cost of such repurchases was approximately $0.4 million. All of the common stock was retired. During the three months ended March 31, 2011, the Company was restricted from buying its common stock under its Credit Agreement.

As of March 31, 2012, the Company may purchase up to an additional 942,443 shares of common stock, subject to certain conditions in the Company’s Credit Agreement. At March 31, 2012, the Company had approximately 30.7 million shares of common stock outstanding.

Share-Based Payments

During both the three months ended March 31, 2012 and 2011, $0.6 million was included in selling, general and administrative expenses related to share-based payments.

SEGMENT DATA

3 Months Ended

Mar. 31, 2012

SEGMENT DATA

9. SEGMENT DATA

The Company reports the following business segments in accordance with the Segment Reporting Topic of the FASB ASC:

●

Nurse and allied staffing - The nurse and allied staffing business segment provides travel nurse and allied staffing services and per diem nurse services primarily to acute care hospitals. Nurse and allied staffing services are marketed to public and private healthcare and for-profit and not-for-profit facilities throughout the U.S.

●	Physician staffing – The physician staffing business segment provides multi-specialty locum tenens services to the healthcare industry throughout the U.S.

●

Clinical trial services - The clinical trial services business segment provides clinical trial, drug safety, and regulatory professionals and services on a contract staffing and outsourced basis to companies in the pharmaceutical, biotechnology and medical device industries, as well as to contract research organizations, primarily in the United States, and also in Canada and Europe.

●	Other human capital management services - The other human capital management services business segment includes the combined results of the Company’s education and training and retained search businesses that both have operations within the U.S.

Information on operating segments and a reconciliation to (loss) income from operations for the periods indicated are as follows:

	Three Months Ended
	March 31,
	2012			2011
	(amounts in thousands)
Revenue from services:
Nurse and allied staffing	$	69,537		$	66,857
Physician staffing		29,259			29,436
Clinical trial services		16,872			15,632
Other human capital management services		11,004			10,121
	$	126,672		$	122,046

Contribution income (a):
Nurse and allied staffing (b)	$	3,999		$	5,011
Physician staffing		2,407			2,762
Clinical trial services		1,323			1,292
Other human capital management services		1,110			390
		8,839			9,455
Unallocated corporate overhead (b)		6,466			5,588
Depreciation		1,593			1,841
Amortization		818			965
(Loss) income from operations	$	(38	)	$	1,061

——————

(a)	The Company defines contribution income as (loss) income from operations before depreciation, amortization and corporate expenses not specifically identified to a reporting segment. Contribution income is a financial measure used by management when assessing segment performance and is provided in accordance with the Segment Reporting Topic of the FASB ASC.
(b)	In 2011, the Company refined its methodology for allocating certain corporate overhead expenses to the nurse and allied staffing segment to more accurately reflect this segment’s profitability. The segment data for the three months ended March 31, 2011, has been reclassified by $0.1 million to conform to the current year’s presentation.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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-Publisher FASB
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+ Details

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2012

COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES

Maureen Petray and Carina Higareda v. MedStaff, Inc. (settled)

On February 18, 2005, the Company’s MedStaff subsidiary became the subject of a purported class action lawsuit (Maureen Petray and Carina Higareda v. MedStaff, Inc.) filed in the Superior Court of California in Riverside County. The Court granted final approval of the class settlement on March 18, 2011. The Company had previously accrued a pre-tax charge of $0.3 million (approximately $0.2 million after taxes) related to this lawsuit. The final settlement amount was $0.3 million, which was paid during the first quarter of 2011.

The lawsuit related to only MedStaff corporate employees working in California. The lawsuit alleged, among other things, violations of certain sections of the California Labor Code, the California Business and Professions Code, and recovery of unpaid wages and penalties.

The Company is also subject to other legal proceedings and claims that arise in the ordinary course of its business. In the opinion of management, the outcome of these other matters will not have a significant effect on the Company’s consolidated financial position or results of operations.

Sales & Other State Non-income Tax Liabilities

The Company’s sales and other state non-income tax filings are subject to routine audits by authorities in the jurisdictions where it conducts business in the United States which may result in assessments of additional taxes. During 2011, a state administrative ruling related to certain service tax matters was released which indicated that services performed in that particular state are subject to a tax not previously paid by the Company. As a result, the Company conducted an initial review of certain other states to determine if any additional exposures may exist and determined that it was probable that some of its previous tax positions would be challenged. As a result, the Company changed its assessment of certain non-income tax positions and estimated a liability related to these matters. Based on its best estimate of probable settlement, the Company accrued a pretax liability related to the non-income tax matters of approximately $0.7 million in the year ended December 31, 2011. During the three months ended March 31, 2012, based on revised estimates, the Company accrued an additional pretax liability related to these non-income tax matters of approximately $0.4 million, primarily related to the 2008-2011 tax years. The expense is included in selling, general and administrative expenses on its condensed consolidated statements of operations and the liability is reflected in other current liabilities on its condensed consolidated balance sheets.

- Definition

The entire disclosure for commitments and contingencies.

+ References

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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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+ Details

INCOME TAXES

3 Months Ended

Mar. 31, 2012

INCOME TAXES

11. INCOME TAXES

The Company’s effective tax rate for the full year is estimated to be approximately 55.0% including the impact of discrete items. The effective tax rate was 24.5% during the three months ended March 31, 2012. The lower tax rate in the three months ended March 31, 2012, was due to a loss in the period and certain discrete items. Excluding these items, the effective tax rate in the three months ended March 31, 2012, would have been 55.3%. The effective tax rates excluding the reversal of uncertain tax positions were higher than the statutory rates primarily due to the non-deductibility of certain per diem expenses.

In accordance with the Income Taxes Topic of the FASB ASC, a reconciliation of the beginning and ending amounts of unrecognized tax benefits, including estimated interest and penalties, is as follows:

	(amounts in thousands)
Balance at January 1, 2012	$	4,500
Additions based on tax provisions related to prior years		20
Additions based on tax provisions related to current year		145
Settlements of tax positions related to prior years		(30	)
Balance at March 31, 2012	$	4,635

As of March 31, 2012, the Company had approximately $4.2 million of unrecognized tax benefits, which would affect the effective tax rate if recognized. During the three months ended March 31, 2012, the Company had gross increases of $0.2 million to its current year unrecognized tax benefits related to federal and state tax issues. In addition, the Company had immaterial gross decreases to its unrecognized tax benefits related to the settlement of a certain state tax issue.

The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. The Company had accrued approximately $0.7 million for the payment of interest and penalties at both March 31, 2012 and December 31, 2011.

The tax years 2004, 2005 and 2008 through 2011 remain open to examination by the major taxing jurisdictions to which the Company is subject, with the exception of certain states in which the statute of limitations has been extended.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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+ Details