View Filing Data

Other identifiable intangible assets, net

^[1]

62,712,109

^[2]

143,343,521

14,491,982

21,195,362

Debt issuance costs, net of accumulated amortization of $3,594,511 in 2012 and $3,317,299 in 2011

1,609,954

1,198,611

Non-current deferred tax assets

16,182,628

Other long-term assets

8,622,654

8,584,659

Total assets

305,923,555

347,941,808

Current liabilities:

Accounts payable and accrued expenses

10,129,605

9,018,156

Accrued compensation and benefits

21,650,233

21,073,676

Current portion of long-term debt

33,682,348

16,997,533

Other current liabilities

4,289,403

4,001,874

2,834,516

Total current liabilities

72,586,105

51,091,239

Long-term debt

176,309

25,047,986

Non-current deferred tax liabilities

58,111

Other long-term liabilities

24,038,352

22,444,175

Total liabilities

96,800,766

98,641,511

Commitments and contingencies

Stockholders' equity:

Common stock-$0.0001 par value; 100,000,000 shares authorized; 30,902,314 and 30,812,023 shares issued and outstanding at December 31, 2012 and 2011, respectively

3,090

3,081

Additional paid-in capital

244,924,076

243,170,554

Accumulated other comprehensive loss

(3,082,704)

(3,373,162)

(Accumulated deficit) retained earnings

(32,721,673)

9,499,824

Total stockholders' equity

209,122,789

249,300,297

Total liabilities and stockholders' equity

$ 305,923,555

$ 347,941,808

[1]

A non-cash pretax impairment charge of approximately $241,000,000 was recorded to reduce the carrying value of goodwill to its estimated fair value in the fourth quarter of 2008 for its nurse and allied staffing business segment. The majority of the goodwill impairment was attributable to the Company's initial capitalization in 1999, which was accounted for as an asset purchase (see Note 1 - Organization and Basis of Presentation), and subsequent nurse staffing acquisitions made through 2003.

[2]

In 2012, non-cash pretax impairment charges were recorded for the Company's nurse and allied staffing and clinical trial services reporting units. See impairment review disclosures that follow.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2012	Dec. 31, 2011
Accounts receivable, allowance for doubtful accounts	$ 1,841,136	$ 2,180,125
Property and equipment, accumulated depreciation and amortization	41,917,771	41,657,234
Debt issuance costs, accumulated amortization	$ 3,594,511	$ 3,317,299
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	30,902,314	30,902,314
Common stock, shares outstanding	30,812,023	30,812,023

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.

Direct operating expenses

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Revenue from services

$ 442,635,146

$ 439,377,460

^[1]

$ 406,604,239

^[1]

Operating expenses:

331,050,041

319,988,729

292,333,509

Selling, general and administrative expenses

109,416,687

104,544,116

97,378,980

Bad debt expense

870,715

578,805

293,795

5,566,184

6,790,677

8,043,548

3,381,743

3,493,408

3,850,867

54,132,407

10,764,000

Total operating expenses

467,153,643

433,466,026

410,414,131

Foreign exchange (gain) loss

(24,518,497)

5,911,434

^[1]

(3,809,892)

^[1]

Other (income) expenses:

(62,231)

(263,967)

67,863

Interest expense

2,341,299

2,856,043

4,243,924

Loss on modification of debt

81,503

Other expense (income), net

15,790

(297,728)

(171,945)

(Loss) income from continuing operations before income taxes

(26,894,858)

3,617,086

(7,949,734)

Income tax (benefit) expense

(6,149,889)

2,069,447

(2,693,059)

(Loss) income from discontinued operations, net of income tax

(20,744,969)

1,547,639

(5,256,675)

(21,476,528)

2,550,210

2,481,812

Basic (loss) income per common share from:

$ (42,221,497)

$ 4,097,849

$ (2,774,863)

$ (0.67)

$ 0.05

$ (0.17)

(0.70)

0.08

Diluted (loss) income per common share from:

(1.37)

0.13

(0.09)

(0.67)

0.05

(0.17)

(0.70)

0.08

Weighted average common shares outstanding-basic

$ (1.37)

$ 0.13

$ (0.09)

30,842,723

31,146,165

31,060,426

Weighted average common shares outstanding-diluted

30,842,723

31,192,016

31,060,426

Segment, Continuing Operations [Member]

Operating expenses:

Bad debt expense

$ 786,107

$ 574,457

$ 248,126

4,904,845

5,965,002

^[1]

7,121,712

^[1]

2,263,556

$ 2,393,722

^[1]

2,567,804

^[1]

Organization and Basis of Presentation

^[2]

$ 18,732,407

$ 10,764,000

^[1]

[1]	Prior periods have been restated to conform to the 2012 presentation of the Company's clinical trial services business segment from continuing operations to discontinued operations. See Note 3 - Assets Held for Sale and Discontinued Operations.
[2]	During the years ended December 31, 2012 and 2010, the Company recognized pretax impairment charges in its continuing operations of $18,732,407 and $10,764,000, respectively. Refer to discussion in Note 4-Goodwill and Other Identifiable Intangible Assets.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net (loss) income	$ (42,221,497)	$ 4,097,849	$ (2,774,863)
Other comprehensive (loss) income, before tax:
Foreign currency translation adjustments	267,809	(939,000)	(109,885)
Net change in fair value of hedging transactions			1,197,247
Write-down of marketable securities	38,515
Net change in fair value of marketable securities	(915)	(55,815)	(63,752)
Other comprehensive income (loss), before tax	305,409	(994,815)	1,023,610
Income tax on net change in fair value of hedging transactions			470,880
Income tax expense (benefit) on net change in fair value of marketable securities	14,951	(22,384)	(25,436)
Total income tax expense (benefit) on items of other comprehensive income (loss)	14,951	(22,384)	445,444
Other comprehensive income (loss), net of tax	290,458	(972,431)	578,166
Comprehensive (loss) income	$ (41,931,039)	$ 3,125,418	$ (2,196,697)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings
Beginning Balance (in shares) at Dec. 31, 2009		31,009,404
Beginning Balance at Dec. 31, 2009	$ 246,070,538	$ 3,101	$ 240,869,496	$ (2,978,897)	$ 8,176,838
Repurchase of stock for tax withholdings (in shares)		(27,727)
Repurchase of stock for tax withholdings	(226,294)	$ (3)	(226,291)
Vesting of restricted stock (in shares)		121,005
Vesting of restricted stock		$ 12	(12)
Tax deficit of share-based compensation	(295,575)		(295,575)
Equity compensation	2,656,904		2,656,904
Foreign currency translation adjustment	(109,885)			(109,885)
Net change in fair value of hedging transactions	726,367			726,367
Net change in fair value of marketable securities	(38,316)			(38,316)
Net income (loss)	(2,774,863)				(2,774,863)
Ending Balance (in shares) at Dec. 31, 2010		31,102,682
Ending Balance at Dec. 31, 2010	246,008,876	$ 3,110	243,004,522	(2,400,731)	5,401,975
Repurchase of stock for tax withholdings (in shares)		(31,263)
Repurchase of stock for tax withholdings	(221,596)	$ (3)	(221,593)
Vesting of restricted stock (in shares)		167,647
Vesting of restricted stock		$ 17	(17)
Tax deficit of share-based compensation	(272,828)		(272,828)
Equity compensation	$ 2,895,012		2,895,012
Stock repurchase and retirement (in shares)	(427,043)	(427,043)
Stock repurchase and retirement	$ (2,234,585)	$ (43)	(2,234,542)
Foreign currency translation adjustment	(939,000)			(939,000)
Net change in fair value of marketable securities	(33,431)			(33,431)
Net income (loss)	4,097,849				4,097,849
Ending Balance (in shares) at Dec. 31, 2011		30,812,023
Ending Balance at Dec. 31, 2011	249,300,297	$ 3,081	243,170,554	(3,373,162)	9,499,824
Vesting of restricted stock (in shares)		161,944
Vesting of restricted stock	(152,430)	$ 16	(152,446)
Tax deficit of share-based compensation	(314,314)		(314,314)
Equity compensation	$ 2,594,523		2,594,523
Stock repurchase and retirement (in shares)	(71,653)	(71,653)
Stock repurchase and retirement	$ (374,248)	$ (7)	(374,241)
Foreign currency translation adjustment	267,809			267,809
Net change in fair value of marketable securities	22,649			22,649
Net income (loss)	(42,221,497)				(42,221,497)
Ending Balance (in shares) at Dec. 31, 2012		30,902,314
Ending Balance at Dec. 31, 2012	$ 209,122,789	$ 3,090	$ 244,924,076	$ (3,082,704)	$ (32,721,673)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operating activities
Net (loss) income	$ (42,221,497)	$ 4,097,849	$ (2,774,863)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Bad debt expense	870,715	578,805	293,795
Depreciation	5,566,184	6,790,677	8,043,548
Amortization	3,381,743	3,493,408	3,850,867
Impairment charges	54,132,407		10,764,000
Loss on modification of debt	81,503
Deferred income tax (benefit) expense	(18,520,360)	3,052,909	5,378,275
Amortization of debt issuance costs	605,558	913,509	867,363
Equity compensation	2,594,523	2,895,012	2,656,904
Debt financing costs	279,005
Other noncash charges	543,296	22,832	(192,898)
Changes in operating assets and liabilities:
Accounts receivable	(4,255,411)	(7,973,162)	5,456,796
Prepaid expenses and other assets	(444,351)	1,878,943	(4,581,381)
Income taxes	1,748,750	4,310,626	(858,628)
Accounts payable and accrued expenses	4,128,000	(1,327,040)	2,056,585
Other liabilities	1,656,065	(438,168)	561,210
Net cash provided by (used by) operating activities	10,146,130	18,296,200	31,521,573
Investing activities
Purchases of property and equipment, net	(2,218,877)	(3,998,129)	(2,391,101)
Acquisition of MDA Holdings, Inc.			(12,826,184)
Liquidation of foreign cash investments	2,652,335
Other investing activities	(258,832)	(197,907)	(981,324)
Net cash provided by (used in) investing activities	174,626	(4,196,036)	(16,198,609)
Financing activities
Debt issuance costs	(1,377,410)		(1,480,098)
Repurchase of stock for tax withholdings	(152,430)	(221,596)	(226,294)
Stock repurchase and retirement	(374,248)	(2,234,585)
Proceeds from borrowing on term loan	25,000,000
Principal payments on term loan	(43,326,056)	(14,088,284)
Borrowings on revolving credit facility	26,900,000	2,500,000	4,000,000
Repayments of revolving credit facility	(16,900,000)		(13,069,937)
Repayment of capital lease obligations and note payable	(352,776)	(191,755)	(414,986)
Net cash used in financing activities	(10,582,920)	(14,236,220)	(11,191,315)
Effect of exchange rate changes on cash	76,821	(172,573)	(35,812)
Change in cash and cash equivalents	(185,343)	(308,629)	4,095,837
Cash and cash equivalents at beginning of year	10,648,035	10,956,664	6,860,827
Cash and cash equivalents at end of year	10,462,692	10,648,035	10,956,664
Supplemental disclosure of noncash investing and financing activities
Equipment purchased through capital lease obligations	302,316	312,562	483,440
Insurance premium financing	189,654
Supplemental disclosure of cash flow information
Interest paid	1,467,233	2,134,575	3,520,664
Income taxes paid	1,681,992	1,559,424	936,768
Income tax refunds	$ (564,430)	$ (4,792,495)	$ (6,452,303)

Organization and Basis of Presentation

12 Months Ended

Dec. 31, 2012

1. Organization and Basis of Presentation

On July 29, 1999, Cross Country Staffing, Inc. (CCS), a Delaware corporation, was established through an acquisition of certain assets and liabilities of Cross Country Staffing, a Delaware general partnership (the Partnership). The acquisition included certain identifiable intangible assets, primarily proprietary databases and contracts. The Partnership was engaged in the business of providing travel nurse and allied health staffing services to healthcare providers primarily on a contract basis. CCS recorded the assets and certain assumed liabilities, as defined in the asset purchase agreement, at fair market value. The purchase price of approximately $189,000,000 exceeded the fair market value of the assets less the assumed liabilities by approximately $167,537,000, which, was originally recorded as goodwill and other identifiable intangible assets. See Note 4 – Goodwill and Other Identifiable Intangible Assets.

Subsequent acquisitions and dispositions were made and as of December 31, 2012, Cross Country Healthcare, Inc. (the Company) was a leading provider of nurse and allied staffing services in the United States, a national provider of multi-specialty locum tenens (temporary physician staffing) services, as well as a provider of other human capital management services focused on healthcare.

During the fourth quarter of 2012, the Company decided to sell its clinical trial services business segment as a result of an extensive review of its business and the changing competitive landscape in the pharmaceutical outsourcing industry. As of December 31, 2012, this segment is classified as a disposal group held for sale, and the results of its operations have been classified as discontinued operations for all periods presented. See Note 3 - Assets Held for Sale and Discontinued Operations.

The consolidated financial statements include the accounts of the Company and its wholly-owned direct and indirect subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 94-6
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 14: http://www.xbrl.org/2003/role/presentationRef
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Reference 15: http://www.xbrl.org/2003/role/presentationRef
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Reference 16: http://www.xbrl.org/2003/role/presentationRef
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Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts in the 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 (See Note 7 - Accrued Compensation and Benefits in the consolidated balance sheets), legal contingencies, income taxes and sales and other non-income tax liabilities. Accrued insurance claims and reserves include estimated settlements from known claims and actuarial estimates for claims incurred but not reported. Actual results could differ from those estimates.

Cash and Cash Equivalents and Cash Investments

The Company considers all investments with original maturities of three months or less to be cash and cash equivalents. 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.

Short-term cash investments on the accompanying 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 December 31, 2012 and 2011, other long-term assets included approximately $0 and $820,000, respectively, of foreign investments in highly liquid time deposits with original maturities greater than one year.

Interest income on cash and cash equivalents and cash investments is included in other expense (income), net, on the Company’s consolidated statements of operations.

Accounts Receivable and Concentration of Credit Risk

Accounts receivable potentially subject the Company to concentrations of credit risk. The Company’s customers are primarily healthcare providers and accounts receivable represent amounts due from them. 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. No single customer accounted for more than 3% of the Company’s revenue during 2012, 4% of revenue during 2011 and 5% of revenue during 2010. An aggregate of approximately 12% and 11% of the Company’s outstanding accounts receivable as of December 31, 2012 and 2011, respectively, were due from five customers.

Prepaid Rent and Deposits

The Company leases apartments for its field employees under short-term agreements (typically three to six months), which generally coincide with each employee’s staffing contract. Costs relating to these leases are included in direct operating expenses on the accompanying consolidated statements of operations. As a condition of these agreements, the Company places security deposits on the leased apartments. Prepaid rent and deposits on field employees’ apartments related to these short-term agreements is included in prepaid expenses on the accompanying consolidated balance sheets.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is determined on a straight-line basis over the estimated useful lives of the assets, which generally range from three to seven years. Leasehold improvements are depreciated over the shorter of their useful life or the term of the individual lease. Depreciation related to assets recorded under capital lease obligations is included in depreciation expense on the consolidated statements of operations and calculated using the straight-line method over the term of the related capital lease.

Certain software development costs have been capitalized in accordance with the provisions of the Intangibles-Goodwill and Other/Internal-Use Software Topic of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Such costs include charges for consulting services and costs for personnel associated with programming, coding and testing such software. Amortization of capitalized software costs begins when the software is ready for use and is included in depreciation expense in the accompanying consolidated statements of operations. Software development costs are being amortized using the straight-line method over three to five years.

Goodwill and Other Identifiable Intangible Assets

Goodwill represents the excess of purchase price and related costs over the fair value assigned to the net tangible and identifiable intangible assets of businesses acquired. Other identifiable intangible assets with definite lives are being amortized using the straight-line method over their estimated useful lives which range from 5 to 15 years. Goodwill and certain intangible assets with indefinite lives are not amortized. Instead, in accordance with the Intangibles-Goodwill and Other Topic of the FASB ASC, these assets are reviewed for impairment annually with any related losses recognized in earnings.

The Company performs a goodwill impairment analysis, using the two-step method, on an annual basis at December 31 of each year and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The first step in its annual 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 determines its reporting units by identifying components of its operating segments that constitute a business for which discrete financial information is available and management regularly reviews the operating results of that component. The Company has four reporting units that it reviewed for impairment: 1) nurse and allied staffing, 2) physician staffing, 3) retained search and 4) education and training. During the fourth quarter of 2012, the Company decided to divest its clinical trial services business. The clinical trials services segment is classified as a disposal group held for sale as of December 31, 2012, and its results of operations have been classified as discontinued operations for the years ended December 31, 2012, 2011 and 2010.

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, including an estimated premium an investor would pay for a controlling interest. If the reporting unit’s carrying value exceeds its fair value, the Company then determines the amount of the impairment charge, if any. The Company recognizes an impairment charge if the carrying value of the reporting unit’s goodwill exceeds its implied fair value. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. However, fair values that could be realized in an actual transaction may differ from those used to evaluate the impairment of goodwill.

Long-lived assets and identifiable intangible assets with definite lives are evaluated for impairment in accordance with the Property, Plant, and Equipment Topic of the FASB ASC. In accordance with this Topic, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable.

Recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset group to the future undiscounted net cash flow that is expected to be generated by those assets. If such assets are considered to be impaired, the impairment charge recognized is the amount by which the carrying amounts of the assets exceeds the fair value of the assets. See Note 4 – Goodwill and Intangible Assets for further information.

The Company adopted Update No. 2011-08, Intangibles — Goodwill and Other (Topic 350), Testing Goodwill for Impairment, (ASU 2011-08) for its consolidated financial statements effective January 1, 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 not necessary. The Company elected not to use this option in its review of its goodwill and other intangible assets in 2012 as the Company determined there were indicators which triggered additional testing.

Debt Issuance Costs

Deferred costs related to the issuance of the Company’s senior secured revolving credit facility (see Note 8 – Long-term Debt) in 2012 and 2011 have been capitalized and amortized using the straight line method, over the term of the related credit agreement.

Deferred costs related to the Company’s senior secured term loan facility have been capitalized and amortized using the effective interest method over the respective five-year term of the related debt.

Sales & Other State Non-income Tax Liabilities

The Company accrues sales and other state non-income tax liabilities based on the Company’s best estimate of its probable liability utilizing currently available information and interpretation of relevant tax regulations. Given the nature of the Company’s business, significant subjectivity exists as to both whether sales and other state non-income taxes can be assessed on its activity and how the sales tax will ultimately be measured by the relevant jurisdictions. The Company makes a determination for each reporting period whether the estimates for sales and other non-income taxes in certain states should be revised.

Reserves for Claims

The Company provides workers’ compensation insurance coverage, professional liability coverage and health care benefits for its eligible employees and temporary healthcare professionals. The Company records its estimate of the ultimate cost of, and reserves for workers compensation and professional liability benefits based on actuarial models prepared or reviewed by an independent actuary using the Company’s loss history as well as industry statistics. Furthermore, in determining its reserves, the Company includes reserves for estimated claims incurred but not reported. Subsequent to the issuance of the Company’s 2011 Annual Report on Form 10-K, the Company determined that its professional liability and workers’ compensation liabilities were inappropriately presented net of the related insurance recovery receivable. The Company has corrected the 2011 information on its consolidated balance sheets. Management does not believe such correction is material to the previously issued consolidated financial statements.

Other Expenses/Insurance Costs Topic of the FASB ASC (ASC 720), codified previously issued authoritative accounting guidance in the area of insurance contracts and related activity thereto. ASC 720 concluded that, under circumstances such as in the Company’s insured professional liability and worker’s compensation policies, since a right of legal offset does not exist due to the fact that there are three parties to an incurred claim, (the insured, the insurer and the claimant), the related liability to the claimant should be classified separately on a gross basis with a separate related receivable from insurer recognized as being due from insurance carriers. Accordingly, the Company’s consolidated balance sheets as of December 31, 2012 and 2011 reflect the related short-term liabilities in accrued compensation and benefits and the related long-term liabilities in other long-term liabilities, and the short-term receivable portion as insurance recovery receivable and the long-term portion is included in other long-term assets. See Note 7 – Accrued Compensation and Benefits. The health care insurance accrual is for estimated claims that have occurred but have not been reported and is based on the Company’s historical claim submission patterns. The ultimate cost of workers’ compensation, professional liability and health insurance claims will depend on actual amounts incurred to settle those claims and may differ from the amounts reserved by the Company for those claims.

The Company records its estimate of the ultimate cost of reserves for workers’ compensation and professional liability based on actuarial models prepared or reviewed by independent actuaries at least twice a year using the company-specific loss histories, as well as industry statistics. In determining its reserves, the Company includes both the case reserves for known claims and an estimate for claims incurred but not reported (IBNR).

Workers’ compensation benefits are provided under a partially self-insured plan. The Company has letters of credit to guarantee payments of claims. At December 31, 2012 and 2011, respectively, the Company had outstanding approximately $6,899,000 and $7,049,000 standby letters of credit as collateral to secure the self-insured portion of this plan.

In October 2009, the Company purchased an occurrence-based primary professional liability policy that provides each working nurse and each allied healthcare professional with coverage of $1,000,000 per occurrence and $3,000,000 in the aggregate. Those individual limits are shared with the healthcare provider’s employer (e.g., Cross Country TravCorps or MedStaff, our wholly-owned subsidiaries) in the event of vicarious liability and/or negligent hiring allegations on a claim. This policy does not have a deductible. In addition, in October 2009, the Company purchased an excess layer of professional liability insurance having limits of $1,000,000 per occurrence and $6,000,000 in the aggregate for all working nurses and allied healthcare professionals of Cross Country Travcorps and $1,000,000 per occurrence and $3,000,000 in the aggregate for all working nurses of MedStaff. Those limits are also shared with other subsidiaries on applicable claims. MedStaff also secured insurance coverage having the same terms as the primary and excess coverage described above for acts occurring on or after October 25, 2002.

Since October 2009, all primary professional liability insurance has been provided under occurrence-based plans. Prior to that period, primary professional liability coverage was provided under various self-insured, claims-made and occurrence-based plans depending on the subsidiary and the applicable policy year. In October 2004, the Company secured individual occurrence-based primary professional liability insurance policies with no deductible for virtually all of its working nurses and allied professionals, except those employed through its MedStaff subsidiary.

In October 2012, the Company merged separate primary professional liability policies for Cross Country TravCorps, Inc. (Cross Country TravCorps) and Med-Staff, Inc. (Medstaff), into one occurrence-based primary policy that provides each working nurse and each allied healthcare professional with coverage of $1,000,000 per occurrence and $3,000,000 in the aggregate. Those limits are also shared with the subsidiaries on applicable claims. The Company also merged the excess layer of professional liability insurance having limits of $1,000,000 per occurrence and $6,000,000 in the aggregate for all working nurses and allied healthcare professionals of both Cross Country TravCorps and MedStaff. Those limits are also shared with the subsidiaries on applicable claims.

These occurrence-based individual policies replaced a $2,000,000 per-claim layer of self-insured exposure. The Company continued to provide primary coverage through a $2,000,000 self-insured retention for nurses and allied professionals who did not qualify for the individual occurrence-based coverage, as well as for its independent liabilities (such as negligent hiring) during these policy years. Effective October 1, 2008, the individual primary professional liability insurance policies were replaced with one policy that insured each individual nurse for $2,000,000 per occurrence and $4,000,000 in the aggregate, as well as the corporation which shared those limits. This policy had no deductible and did not cover healthcare professionals working through MedStaff or MDA Holdings, Inc. or its subsidiaries (collectively, MDA). Separately, prior to October 1, 2009, our MedStaff subsidiary had a claims-made professional liability policy with a limit of $2,000,000 per occurrence, $4,000,000 in the aggregate and a $25,000 deductible per claim.

MDA has an occurrence-based professional liability policy with a limit of $1,000,000 per occurrence, $3,000,000 in the aggregate and a $500,000 deductible for MDA, its independent contractor physicians, Certified Registered Nurse Anesthetists (CRNAs) and allied health professionals. MDA’s $500,000 deductible is insured by Jamestown Indemnity Ltd., a Cayman Island company and a wholly-owned subsidiary of MDA Holdings, Inc. (the Captive). Under the terms of the Captive’s reinsurance policy there is a requirement to guarantee the payment of claims to its insured party’s primary medical malpractice insurance carrier via a letter of credit. As of December 31, 2012, the value of the letter of credit was $5,533,000. In January 2013, the letter of credit was reduced to $5,000,000.

Subject to certain limitations, the Company also has $5,000,000 per occurrence and $10,000,000 in the aggregate in umbrella liability coverage after $2,000,000 is exhausted under the primary and excess professional liability policies covering the working nurses and allied healthcare professionals. While this umbrella coverage does not extend to professional liability claims against MDA, its independent contractor physicians, CRNAs and allied health professionals, it does cover claims brought against all of the Company’s subsidiaries for non-patient general liability ($250,000 deductible), employee liability ($1,000,000 deductible), non-owned hired auto ($1,000,000 deductible) and clinical trials/errors and omissions ($500,000 deductible and a cap of $5,000,000 in coverage under the umbrella policy).

At December 31, 2012 and 2011, respectively, the Company had outstanding workers’ compensation benefit claims of 105 and 100, respectively. At December 31, 2012 and 2011, respectively, the Company had outstanding professional liability claims of 80 and 72, respectively. The Company records the current portion of its professional liability and workers’ compensation liabilities in accrued compensation and benefits and the long-term portion of in long-term liabilities. See Note 7 – Accrued Compensation and Benefits for further information.

Revenue Recognition

The Company recognizes revenue when it is earned and when all of the following criteria are met: persuasive evidence of the arrangement exists; delivery has occurred or the service has been provided and the Company has no remaining obligations; the fee is fixed or determinable; and collectability is reasonably assured.

Revenue from services consists primarily of temporary staffing revenue. Revenue is recognized when services are rendered. Accordingly, accounts receivable includes estimated revenue for employees’ and independent contractors’ time worked but not yet invoiced. At December 31, 2012 and 2011, such estimated reserves accrued are approximately $9,816,000 and $9,296,000, respectively.

The Company has entered into certain contracts with acute care facilities to provide comprehensive managed service provider (MSP) services. Under these contract arrangements, the Company uses its healthcare professionals along with those of third party subcontractors to fulfill customer orders. If a subcontractor is used, the customer is invoiced for their services and, a subcontractor liability is recorded in accrued expenses, but only the resulting administrative fee is recognized as revenue. The subcontractor is paid after the Company has received payment from the acute care facility.

Revenue on permanent placements is recognized when services provided are substantially completed. Amounts collected in advance of the services being substantially complete are recorded as deferred revenue in other current liabilities on the consolidated balance sheets. The Company does not, in the ordinary course of business, give refunds. If a candidate leaves a permanent placement within a relatively short period of time, it is customary for the Company to provide a replacement at no additional cost. Allowances are established as considered necessary to estimate significant losses due to placed candidates not remaining employed for the Company’s guarantee period. During 2012, 2011, and 2010, such losses, if any, were nominal.

Revenue from the Company’s education and training services is recognized as the independent contractor-led seminars are performed. Amounts collected in advance of the seminars are recorded as deferred revenue in other current liabilities on the consolidated balance sheet.

At December 31, 2012 and 2011, the Company had $1,574,000 and $1,521,000, respectively recorded as deferred revenue included in other current liabilities on the accompanying consolidated balance sheets.

Share-Based Compensation

The Company has, from time to time, granted stock options, stock appreciation rights and restricted stock for a fixed number of common shares to employees. In accordance with the Compensation-Stock-Compensation Topic of the FASB ASC, companies may choose from alternative valuation models. The Company uses the Black-Scholes method of valuing its options and stock appreciation rights. The Company values its restricted stock awards by reference to the Company’s stock price on the date of grant.

The Company has elected to recognize compensation expense on a straight-line basis over the requisite service period of the entire award. The Company uses historical data of options with similar characteristics to estimate pre-vesting option forfeitures, as it believes that historical behavior patterns are the best indicators of future behavior patterns. Compensation expense related to share-based payments is included in selling, general and administrative expenses in the consolidated statements of operations and totaled approximately $2,595,000; $2,895,000 and $2,657,000, during the years ended December 31, 2012, 2011 and 2010, respectively. Related deferred tax benefits of approximately $955,000; $1,126,000 and $1,013,000, respectively, were recorded during the years ended December 31, 2012, 2011 and 2010. See Note 14 – Stockholders’ Equity for further information about the Company’s current share-based compensation programs.

Advertising

The Company’s advertising expense consists primarily of print media, online advertising, direct mail marketing and promotional material. Advertising costs are expensed as incurred and were approximately $3,186,000; $3,180,000 and $2,506,000 for the years ended December 31, 2012, 2011 and 2010, respectively. Direct response advertising costs associated with the Company’s education and training services are capitalized when the Company determines that there is a reasonable expectation that the cost of the incurred advertising will be recovered from the gross profit generated by the advertised event and expensed when the related event takes place. At December 31, 2012 and 2011, approximately $958,000 and $1,401,000, respectively, of these costs are included in prepaid expenses on the consolidated balance sheets.

Operating Leases

The Company accounts for all operating leases on a straight-line basis over the term of the lease. In accordance with the provisions of the Leases Topic of the FASB ASC, any incentives or rent escalations are recorded as deferred rent and amortized with rent expense over the respective lease term.

Income Taxes

The Company accounts for income taxes under the Income Taxes Topic of the FASB ASC. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The Company recognizes in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. See Note 13 - Income Taxes for further information.

Comprehensive (Loss) Income

Total comprehensive (loss) income includes net income or loss, foreign currency translation adjustments, net changes in the fair value of hedging transactions, 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 ASC, assets and liabilities of these operations are translated at the exchange rates in effect on the balance sheet date. Income statement items are translated at the average exchange rates for the period. The cumulative impact of currency fluctuations related to the balance sheet translation is included in accumulated other comprehensive loss in the accompanying consolidated balance sheets and was approximately $3,083,000 and $3,351,000 at December 31, 2012 and 2011, respectively.

The net change in fair value of marketable securities is included in accumulated other comprehensive loss in the accompanying consolidated balance sheets. The net change in fair value of marketable securities includes the reclassification of unrealized gains upon the sale of securities and gains or losses related to the change in fair value of the remaining marketable securities.

Fair Value Measurements

The Company complies with the provisions of the Fair Value Measurements and Disclosures Topic of the FASB ASC, which defines fair value, establishes a framework for measuring fair value under U.S. generally accepted accounting principles and expands disclosures about fair value measurements. As of December 31, 2012 and 2011, the Company’s only financial assets/liabilities required to be measured on a recurring basis were its short and long-term cash investments, marketable securities and its deferred compensation liability. See Note 10 – Fair Value Measurements for relevant disclosures.

Interest Rate Swap Agreements

The Derivatives and Hedging Topic of the FASB ASC requires the Company to recognize all derivative instruments as either assets or liabilities on the balance sheet at fair value. Gains or losses resulting from changes in the fair value of those derivatives are accounted for depending upon the use of the derivative and whether it qualifies for hedge accounting. The Company has used derivative instruments to manage the fluctuations in cash flows resulting from interest rate risk on variable-rate debt financing. The interest rate swap agreements were terminated effective October 9, 2010. See Note 9 - Interest Rate Swap Agreements for disclosures of interest rate swap agreements entered into in 2008, pursuant to the disclosure requirements of Derivatives and Hedging Topic of the FASB ASC.

Recent Accounting Pronouncements

In July 2012, the FASB issued ASU 2012-02, Intangibles — Goodwill and Other (Topic 350), Testing Indefinite-Lived Intangible Assets for Impairment, (ASU 2012-02), which is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. This ASU adds an optional qualitative assessment for determining whether an indefinite-lived intangible asset is impaired. Companies have the option to first perform a qualitative assessment to determine whether it is more likely than not (a likelihood of more than 50%) that an indefinite-lived intangible asset is impaired. If a company determines that it is more likely than not that the fair value of such an asset exceeds its carrying amount, it would not need to calculate the fair value of the asset in that year. However, if a company concludes otherwise, it must calculate the fair value of the asset, compare that value with its carrying amount and record an impairment charge, if any. The Company is currently evaluating the impact of this standard on its disclosures.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02). (ASU 2013-02) adds new disclosure requirements for items reclassified out of accumulated other comprehensive income (AOCI), including (1) disaggregating and separately presenting changes in AOCI balances by component and (2) presenting significant items reclassified out of AOCI either on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. It does not amend any existing requirements for reporting net income or other comprehensive income in the financial statements. The ASU is effective for fiscal year beginning December 15, 2012 and interim periods within those years), and is to be applied prospectively. We do not currently anticipate that the adoption of this guidance will have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures; however, we will continue to assess through the effective date the future impact, if any, of this new accounting update to our consolidated financial statements.

Assets Held for Sale and Discontinued Operations

12 Months Ended

Dec. 31, 2012

Assets Held for Sale and Discontinued Operations

3. Assets Held for Sale and Discontinued Operations

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. During the fourth quarter of 2012, the Company’s Board of Directors approved a plan to exit the clinical trial services business segment as a result of an extensive review of its business and the changing landscape in the pharmaceutical outsourcing industry. Classification of a disposal group as held for sale occurs when sufficient authority to sell the disposal group has been obtained, the disposal group is available for immediate sale, an active program to sell the disposal group has been initiated and its sale is probable within one year. Accordingly, the clinical trial service segment was classified as a disposal group held for sale as of December 31, 2012. The assets to be disposed of are presented as assets held for sale and the liabilities to be disposed of are presented as liabilities related to assets held for sale on the Company’s consolidated balance sheets as of December 31, 2012.

The sale closed on February 15, 2013. As a result of the disposal, the underlying operations and cash flows of the clinical trial service segment will be eliminated from the Company’s continuing operations and the Company will no longer have the ability to influence the operating and/or financial policies of the disposal group. In addition, the future continuing cash flows from the disposed business resulting from a short-term transitional services agreement are not expected to be significant and do not constitute a material continuing financial interest in the clinical trial services As a result, pursuant to generally accepted accounting principles, the historical financial results of operations, except for disclosures related to cash flows, have been presented as discontinued operations for all periods presented.

The Company did not have any assets held for sale as of December 31, 2011. The following table represents the major classes of assets and liabilities related to assets held for sale as of December 31, 2012.

	December 31, 2012
Assets:
Accounts receivable, net	$	12,553,056
Other prepaid expenses		485,840
Other current assets		13,771
Property and Equipment, net		364,972
Goodwill		28,175,772
Other intangible assets, net		5,335,816
Other long-term assets		41,737
Total assets held for sale	$	46,970,964
Liabilities:
Accounts payable and accrued expenses	$	354,453
Accrued employee compensation and benefits		1,478,638
Other current liabilities		984,978
Other non-current liabilities		16,447
Total liabilities related to assets held for sale	$	2,834,516

The operations including goodwill and intangible impairment losses of the disposal group are presented as discontinued operations for all periods presented in the Company’s consolidated statements of operations. The following table presents the revenues and the components of discontinued operations, net of tax:

	Years Ended December 31,
	2012			2011			2010
Revenue	$	67,626,715		$	64,608,763		$	61,957,286
(Loss) income before income taxes	$	(30,973,520	)	$	4,613,260		$	4,178,134
Income tax benefit (expense)		9,496,992			(2,063,050	)		(1,696,322	)
(Loss) income from discontinued operations	$	(21,476,528	)	$	2,550,210		$	2,481,812

Consistent with the approach described in Note 4- Goodwill and Other Identifiable Intangible Assets, the Company used the income approach and the market approach to evaluate the potential impairment of goodwill related to the clinical trial services staffing reporting unit. Discounted cash flows served as the primary basis for the income approach. Pricing multiples derived from publicly-traded guideline companies that are comparable served as the basis for the market approach. Pursuant to the second step of the Company’s third quarter interim impairment testing, the Company was required to calculate an implied fair value of goodwill based on a hypothetical purchase price allocation. As of the date of its third quarter filing, the Company had not finalized its second step of impairment testing due to the limited time period from the first indication of potential impairment to the date of filing and the complexities involved in estimating the fair value. The Company recorded a pre-tax goodwill impairment charge of approximately $22,100,000 as of September 30, 2012. This impairment analysis was finalized in the fourth quarter and did not result in any adjustment. In addition, in the fourth quarter of 2012, in conjunction with the Company’s evaluation of its assets held for sale, an additional impairment charge was recorded of approximately $11,900,000. The Company considered the sale price from the buyer as its best indication of fair value as of December 31, 2012 (See Note 19 – Subsequent Events).

For the year ended December 31, 2012, the loss before income taxes is composed of $34,000,000 of goodwill impairment charges described previously, $1,400,000 of a trademark impairment charge, and income from operations in the amount of $4,516,000.

The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations).

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1361-107760

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 205
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 144
-Paragraph 43-48
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Goodwill and Other Identifiable Intangible Assets

Goodwill and Other Identifiable Intangible Assets

12 Months Ended

Dec. 31, 2012

4. Goodwill and Other Identifiable Intangible Assets

As of December 31, 2012 and 2011, the Company had the following acquired intangible assets:

	December 31, 2012						December 31, 2011
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets subject to amortization:
Databases	$	12,525,000	$	11,954,630	$	570,370	$	14,186,296	$	13,300,046	$	886,250
Customer relationships		26,904,000		13,089,055		13,814,945		34,937,322		14,933,877		20,003,445
Non-compete agreements		3,403,000		3,296,333		106,667		4,153,000		3,847,333		305,667
Trademark		—		—		—		340,000		340,000		—
	$	42,832,000	$	28,340,018	$	14,491,982	$	53,616,618	$	32,421,256	$	21,195,362
Intangible assets not subject to amortization:
Goodwill					$	62,712,109					$	143,343,521
Trademarks						48,701,331						52,053,211
					$	111,413,440					$	195,396,732

Estimated annual amortization expense for continuing operations is as follows:

Year Ending December 31:
2013	$	2,210,222
2014		2,031,167
2015		1,876,222
2016		1,876,223
2017		1,831,481
Thereafter		4,666,667
	$	14,491,982

The changes in the carrying amount of goodwill by segment are as follows:

	Nurse and Allied Staffing Segment			Physician Staffing Segment		Clinical Trial Services Segment			Other Human Capital Management Services Segment		Total
Balances as of December 31, 2011:
Aggregate goodwill acquired	$	259,732,408		$	43,405,046	$	61,899,005		$	19,307,062	$	384,343,521
Accumulated impairment loss (a)		(241,000,000	)		—		—			—		(241,000,000	)
Goodwill, net of impairment loss (a)		18,732,408			43,405,046		61,899,005			19,307,062		143,343,521
Changes to aggregate goodwill in 2012:
Impairment charges (b)		(18,732,408	)		—		(33,970,756	)		—		(52,703,164	)
Foreign currency translation		—			—		247,523			—		247,523
Goodwill in assets held for sale (c)		—			—		(28,175,772	)		—		(28,175,772	)
Other		—			1		—			—		1
Balances as of December 31, 2012:
Aggregate goodwill acquired		259,732,408			43,405,047		62,146,528			19,307,062		384,591,045
Goodwill in assets held for sale (c)							(28,175,772	)				(28,175,772	)
Accumulated impairment loss (a) (b)		(259,732,408	)		—		(33,970,756	)		—		(293,703,164	)
Goodwill, net of impairment loss (a) (b)	$	—		$	43,405,047	$	—		$	19,307,062	$	62,712,109

_______________

(a)

A non-cash pretax impairment charge of approximately $241,000,000 was recorded to reduce the carrying value of goodwill to its estimated fair value in the fourth quarter of 2008 for its nurse and allied staffing business segment. The majority of the goodwill impairment was attributable to the Company’s initial capitalization in 1999, which was accounted for as an asset purchase (see Note 1 – Organization and Basis of Presentation), and subsequent nurse staffing acquisitions made through 2003.

(b)

In 2012, non-cash pretax impairment charges were recorded for the Company’s nurse and allied staffing and clinical trial services reporting units. See impairment review disclosures that follow.

(c)

The Company has reclassified the net assets of its clinical trials services reporting unit to assets held for sale, effective December 31, 2012 (See Note 3 – Assets Held for Sale).

First quarter 2012 interim impairment testing results

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 reporting units 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. These factors warranted impairment testing in the first quarter of 2012, which, the Company conducted and determined that there was no impairment at March 31, 2012.

Second quarter 2012 interim impairment testing results

During the second quarter of 2012, the Company’s stock price declined further from December 31, 2011. In addition, slower than expected booking momentum and reduced contribution income in the Company’s nurse and allied staffing segment resulted in a downward revision to this segment’s forecast. Additionally, the Company was closely monitoring the performance of the clinical trial services and physician staffing reporting units due to a small margin between the carrying amount and fair value of those respective reporting units as of the December 31, 2011 annual impairment testing and the small margin between the carrying amount and fair value of the nurse and allied staffing reporting unit as of the March 31, 2012 interim impairment testing. These factors warranted impairment testing in the second quarter of 2012.

Upon completion of the second quarter 2012 interim impairment testing, the Company determined that the estimated fair value of the Company’s reporting units, with the exception of nurse and allied staffing, exceeded their respective carrying values. As a result of the June 30, 2012 interim impairment testing, the Company determined that the fair value of the nurse and allied staffing reporting unit was lower than the respective carrying value. The decrease in value was due to slower than expected booking momentum and reduced contribution income in the Company’s second quarter of 2012 which lowered the anticipated growth trend used for goodwill impairment testing. Pursuant to the second step of the interim impairment testing the Company was required to calculate an implied fair value of goodwill based on a hypothetical purchase price allocation. Based on these results, the Company wrote off the remaining goodwill which resulted in a pre-tax goodwill impairment charge of approximately $18,700,000 as of June 30, 2012.

Third quarter 2012 interim impairment testing results

During the third quarter of 2012, the Company continued to experience a sustained decrease in stock price compared to December 31, 2011. Also, the Company continued to monitor the performance of the clinical trial services and physician staffing businesses due to the thin margin between the carrying amount and fair value of those respective reporting units as of the December 31, 2011 annual impairment testing and subsequent interim impairment tests.

Upon completion of the third quarter 2012 interim impairment testing, the Company determined that the estimated fair value of the Company’s reporting units, with the exception of clinical trial services (See Note 3 – Assets Held for Sale and Discontinued Operations), exceeded their respective carrying values.

Fourth quarter 2012 annual impairment testing results

The Company performed its annual impairment test as of December 31, 2012. Upon completion of the fourth quarter 2012 impairment testing, the Company determined that the estimated fair value of the Company’s reporting units, exceeded their respective carrying values as follows: nurse and allied staffing – 13.5%, physician staffing – 28.6%, retained search – 25.6% and education and training– 92.0%. Accordingly, no impairment charges were warranted for these reporting units as of December 31, 2012.

The total fair value of the Company’s reporting units was reconciled to its December 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 stock price. The Company’s market capitalization was also considered in assessing the reasonableness of the 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 buyer would offer a control premium for the business that would adequately cover the difference between its market price at December 31, 2012 and its book 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 the Company 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 of the reporting unit’s weighted average cost of capital, ranging from 11.0% to 18.7%.

The market approach generally applied pricing multiples derived from publicly-traded guideline companies that are comparable to the Company’s respective reporting units, and other specific data points, to determine their value. The Company utilized total enterprise value/revenue multiples ranging from 0.5 to 1.0, and total enterprise value/Earnings Before Interest Taxes Depreciation and Amortization (EBITDA) multiples ranging from 5.0 to 10.3.

The reporting units’ values based on the market approach were determined assuming a 50% weighting to revenue multiples and a 50% weighting to EBITDA multiples for all of its reporting units. The Company estimated the fair value of the nurse and allied staffing reporting unit based entirely on the income approach as of December 31, 2012, September 30, 2012 and June 30, 2012 and the fair value of its education and training reporting entirely on the income approach as of December 31, 2012. Had the Company applied the market approach to the nurse and allied staffing reporting unit or the education and training reporting unit, as it had done historically, it would have resulted in a very wide disparity between the revenue-based and EBITDA-based implied market enterprise values. Accordingly, the Company concluded that the income approach was more appropriate in determining the fair value during each respective quarter.

2011 annual impairment testing results

Upon completion of the annual impairment assessment as of December 31, 2011 the Company determined that no impairment was indicated.

Other Intangible Assets

In conjunction with the 2012 and 2011 annual testing of indefinite-lived intangible assets, no additional impairments of indefinite-lived intangible assets were identified. As of December 31, 2012, the Company determined that the estimated fair value of the Company’s trademarks related to its MDA Holdings, Inc. acquisition exceeded carrying value by 6%.

During the fourth quarter of 2010, the Company conducted an assessment of the trademarks related to its MDA Holdings, Inc. acquisition. Impairment charges of $10,764,000 in the year ended December 31, 2010 resulted from the impact lower locum tenens usage had on its long term revenue forecast. Thus, the calculation of estimated fair value using the projected revenue stream indicated the carrying amount of the trademarks acquired with the MDA acquisition in September 2008 may not be fully recoverable. In order to determine the fair value of its trademarks, the Company discounted to present value the implied after-tax royalty savings based on a long-term forecast of revenue associated with the respective trademarks. Based on the calculation of fair value, the Company recorded a pre-tax non-cash impairment charge, of which $10,037,000 related to the physician staffing segment and $727,000 related to the nurse and allied staffing segment. This charge is included in impairment charges on the consolidated statements of operations for the year ended December 31, 2010. At December 31, 2010, the Company believes no other impairment of long-lived assets or intangible assets existed.

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.

Acquisitions

12 Months Ended

Dec. 31, 2012

Acquisitions

5. Acquisitions

MDA Holdings, Inc.

In September 2008, the Company completed the acquisition of substantially all of the assets of privately-held MDA Holdings, Inc. and its subsidiaries and all of the outstanding stock of a subsidiary of MDA Holdings, Inc. (collectively, MDA). Part of the cash paid at closing was held in escrow to cover any post-closing liabilities (Indemnification Escrow).

During the year ended December 31, 2010, approximately $3,541,000 was released to the seller from the Indemnification Escrow account leaving a balance of approximately $3,566,000 at December 31, 2012, and 2011. The escrow will be released upon full satisfaction of certain tax matters and the resolution of indemnity claims. The transaction also included an earnout provision based on 2008 and 2009 performance criteria. This contingent consideration was not related to the sellers’ employment. In the second quarter of 2009, the Company paid approximately $6,748,000 related to the 2008 performance. In the second quarter of 2010, the Company paid approximately $12,826,000 related to the 2009 performance, satisfying all earnout amounts potentially due to the seller in accordance with the asset purchase agreement. Earnout payments were allocated to goodwill as additional purchase price, in accordance with the Business Combinations Topic of the FASB ASC.

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).

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Property and Equipment

12 Months Ended

Dec. 31, 2012

Property and Equipment

6. Property and Equipment

At December 31, 2012 and 2011, property and equipment consist of the following:

		December 31,
	Useful Lives	2012			2011
Computer equipment	3-5 years	$	12,373,042		$	12,268,989
Computer software	3-5 years		29,929,913			32,448,577
Office equipment	5-7 years		3,307,815			3,469,914
Furniture and fixtures	5-7 years		1,704,073			2,171,217
Leasehold improvements	(a)		2,837,740			3,316,926
			50,152,583			53,675,623
Less accumulated depreciation and amortization			(41,917,771	)		(41,657,234	)
		$	8,234,812		$	12,018,389

_______________

(a)	See Note 2 – Summary of Significant Accounting Policies.

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

Accrued Compensation and Benefits

Accrued Compensation and Benefits

12 Months Ended

Dec. 31, 2012

7. Accrued Compensation and Benefits

At December 31, 2012 and 2011, accrued compensation and benefits consist of the following:

	December 31,
	2012		2011
Salaries and payroll taxes	$	6,931,650	$	6,680,258
Bonuses		1,648,979		2,795,293
Accrual for workers’ compensation claims		3,800,526		3,266,048
Accrual for health care benefits		2,005,486		1,586,260
Accrual for professional liability insurance		5,847,638		5,195,688
Accrual for vacation		1,415,954		1,550,129
	$	21,650,233	$	21,073,676

Workers’ compensation and professional liability amounts are also included in the following accounts:

	December 31,
	2012		2011
Insurance recoveries receivable:
Insurance recovery for workers’ compensation (a)	$	2,427,994	$	2,004,881
Insurance recovery for professional liability (a)		3,055,895		2,736,648
	$	5,483,889	$	4,741,529
Other long-term assets:
Insurance recovery for workers’ compensation – long term (a)	$	3,694,006	$	2,369,119
Insurance recovery for professional liability – long term (a)		4,516,133		4,921,374
Long-term cash investments		––		819,570
Security deposits - long term		412,515		471,213
Marketable securities – long term		––		3,383
	$	8,622,654	$	8,584,659

	December 31,
	2012		2011
Other long-term liabilities:
Unrecognized tax benefits	$	4,655,720	$	4,053,774
Accrual for workers’ compensation claims (a)		5,748,506		4,081,952
Accrual for professional liability insurance (a)		10,598,836		11,681,968
Deferred compensation		1,471,091		1,322,114
Deferred rent		1,564,199		1,277,920
Other long-term liabilities		—		26,447
	$	24,038,352	$	22,444,175

(a) December 31, 2011 amounts for accrued workers’ compensation and professional liability balances are presented gross of related insurance recovery receivable.

Long-Term Debt

12 Months Ended

Dec. 31, 2012

Long-Term Debt

8. Long-Term Debt

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

	December 31,
	2012			2011
Term loan, interest at 2.72% and 2.28% at December 31, 2012 and 2011, respectively	$	23,125,000		$	41,451,056
Revolver credit facility, interest at 2.72% at December 31, 2012		10,000,000			—
Capital lease obligations and note payable		733,657			594,463
Total debt		33,858,657			42,045,519
Less current portion		(33,682,348	)		(16,997,533	)
Long-term debt	$	176,309		$	25,047,986

Long-term debt includes capital lease obligations that are subordinate to the Company’s senior secured facility. As of December 31, 2012, the aggregate scheduled maturities of debt are as follows:

Through Year Ending December 31:	Term Debt		Revolver		Capital Leases and Note Payable
2013	$	23,125,000	$	10,000,000	$	557,347
2014		—		—		83,078
2015		—		—		65,409
2016		—		—		27,823
2017		—		—		—
Total	$	23,125,000	$	10,000,000	$	733,657

The Company had approximately $12,432,000 of standby letters of credit outstanding as of December 31, 2012. The letters of credit relate to the Company’s workers’ compensation and professional liability policies as previously disclosed in the Reserves for Claims section in Note 2 – Summary of Significant Accounting Policies.

Prior Credit Agreement

The Company had a senior secured credit agreement which included a term loan, and a revolving loan facility of $50,000,000 including Swingline Loans (as defined in the Credit Agreement) and a sublimit for letters of credit of $20,000,000. As of December 31, 2011, interest on its revolving credit facility was based on LIBOR plus a margin of 3.50% or Base Rate (as defined by the Credit Agreement) plus a margin of 2.50%. The interest rate spreads on its term loan as of December 31, 2011 were based on LIBOR plus a margin of 2.00% or Base Rate plus a margin of 1.00%. The Company was required to pay a quarterly commitment fee on the average daily unused portion of the revolving loan facility, which, as of December 31, 2011 was 0.625%.

The revolving loan facility was being used for general corporate purposes including working capital, capital expenditures and permitted acquisitions and investments, as well as to pay fees and expenses related to the credit facility. As of December 31, 2011, the Company did not have any borrowings outstanding under its revolving credit facility, but had $12,581,838 of standby letters of credit outstanding under this facility, leaving $37,418,162 available for borrowing. The letters of credit related to the Company’s workers’ compensation and professional liability policies as previously disclosed in the Reserves for Claims section in Note 2 – Summary of Significant Accounting Policies.

As of December 31, 2011, the Company was in compliance with the financial covenants and other covenants contained in the agreement. The terms of the Credit Agreement included customary covenants and events of default for similarly leveraged deals. The Credit Agreement included a mandatory prepayment provision, which required the Company to make mandatory prepayments subsequent to receiving net proceeds from the sale of assets, insurance recoveries, or the issuance of debt or equity. In addition, when its Consolidated Total Leverage Ratio, as defined by the Credit Agreement, as of the end of a fiscal year is greater than or equal to 1.50 to 1.00, the Company was required to make principal prepayments of at least 50% of Excess Cash Flow, as defined by the agreement.

The Credit Agreement, as amended, provided for an amount allowed for stock repurchases/dividends subsequent to May 28, 2010, that is the lesser of $25,000,000 and 50% of cumulative Consolidated Net Income (as defined by the Credit Agreement) for each fiscal quarter after March 31, 2010 where financial statements have been delivered; provided, that the Company’s Debt/EBITDA ratio (as defined by the Credit Agreement), after giving effect to the transaction, is less than 1.00 to 1.00 and there is $40,000,000 in cash or available cash under its revolving loan facility. However, if the Company’s Debt/EBITDA ratio, 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 amounts outstanding under the revolving credit facility (other than letters of credit), the allowable amount for repurchases/dividends is $2,500,000. Under these limitations, during the year ended December 31, 2011, the Company repurchased a total of 427,043 shares for approximately $2,235,000.

The Company was required to obtain the consent of its lenders to complete any acquisition which exceeds $20,000,000 or would cause the Company to exceed $50,000,000 in aggregate cash and non-cash consideration for Permitted Acquisitions (as defined by the Credit Agreement) during the term of the Credit Agreement (excluding the MDA acquisition). The commitments under the Credit Agreement were secured by substantially all of the Company’s assets.

July 2012 Credit Agreement

The Company entered into a senior secured credit agreement on July 10, 2012 (July 2012 Credit Agreement), by and among the Company, as borrower, a syndicate of lenders, Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, Bank of America, N.A., as syndication agent, and U.S. Bank National Association, as documentation agent. The July 2012 Credit Agreement provided for: (i) a five-year senior secured term loan facility in the aggregate principal amount of $25,000,000, and (ii) a five-year senior secured revolving credit facility in the aggregate principal amount of up to $50,0000,000, which included a $10,000,000 subfacility for swingline loans, and a $20,000,000 subfacility for standby letters of credit. Swingline loans and letters of credit issued under the July 2012 Credit Agreement reduced available revolving credit commitments on a dollar-for-dollar basis. Subject to certain conditions under the Credit Agreement, the Company was permitted, at any time prior to the maturity date for the revolving credit facility, to increase its total revolving credit commitments in an aggregate principal amount of up to $25,000,000.

Upon closing of the July 2012 Credit Agreement, the Company borrowed $25,000,000 in term loan and $11,000,000 from the revolving credit facility. The proceeds were used to repay the indebtedness on its prior credit agreement and for the payment of fees and expenses. During 2012, approximately $962,000 of financing fees were deferred and included in debt issuance costs on the accompanying consolidated balance sheets. The deferred costs related to the revolving credit facility have been amortized on a straight-line basis, and the deferred costs related to the term loan facility have been amortized using the effective interest method, both over the life of the July 2012 Credit Agreement. In addition, approximately $279,000 of third party debt financing costs relating to the July 2012 Credit Agreement were expensed as incurred and are included in interest expense on the Company’s consolidated statement of operations as required by the Debt Topic of the FASB ASC.

The revolving credit facility was to be used to provide ongoing working capital and for other general corporate purposes of the Company and its subsidiaries. Through December 31, 2012, interest on the term loan and revolving credit portion of the July 2012 Credit Agreement was based on LIBOR plus a margin of 2.50% or Base Rate (as defined by the July 2012 Credit Agreement, as modified) plus a margin of 1.50%. In addition, the Company was required to pay a quarterly commitment fee on its average daily unused portion of the revolving loan facility of 0.50%. The interest rate spreads and fees fluctuated during the term of the July 2012 Credit Agreement based on the consolidated total leverage ratio at each calculation date, as defined.

Modification of July 2012 Credit Agreement

On September 28, 2012, the Company entered into a First Modification Agreement with the lenders of its July 2012 Credit Agreement, which, for the third quarter ending September 30, 2012, modified the maximum consolidated total leverage ratio to 2.75 to 1.00 and modified the minimum consolidated fixed charge coverage ratio to 1.25 to 1.00. In addition, the aggregate amount of new revolving credit loans and swingline loans made to the Company could not exceed $3,000,000 (above the $10,000,000 outstanding) at any time, and new Letters of Credit issued on behalf of the Company could not exceed $1,000,000 (above the $12,432,000 outstanding), during the period commencing on September 28, 2012 and ending upon the delivery by the Company of an Officer’s Compliance Certificate to the lender’s administrative agent for the fiscal year ending December 31, 2012 (which would have occurred in March 2013). Further, during the modification period, the Company was also prohibited from making investments and purchasing, redeeming, retiring or otherwise acquiring any shares of its capital stock as otherwise permitted under the credit agreement.

Due to Company’s change in lenders’ participations as a result of the July 2012 Credit Agreement and subsequent modification agreement, the Company wrote off debt issuance costs of approximately $82,000 as loss on modification of debt on the accompanying consolidated statements of operations for the year ended December 31, 2012.

Covenants of July 2012 Credit Agreement

Under the July 2012 Credit Agreement, the Company was required to make certain mandatory prepayments of its outstanding term loan and revolving loan in connection with receipt by the Company or its subsidiaries of net proceeds from the sale of assets, insurance recoveries, the issuance of equity or securities, or the incurrence or issuance of other debt. In addition, if the Company’s consolidated total leverage ratio (as defined in the July 2012 Credit Agreement) would have been greater than or equal to 1.50 to 1.00 in any fiscal year, the Company was required to make mandatory prepayments of 50% of its excess cash flow (if any) for that fiscal year.

The July 2012 Credit Agreement contained customary representations, warranties, and affirmative covenants. The July 2012 Credit Agreement also contained customary negative covenants, subject to negotiated exceptions, including with respect to (i) indebtedness, (ii) liens, (iii) investments, (iv) significant corporate changes, including mergers and acquisitions, (v) dispositions, (vi) dividend distributions and other restricted payments, (vii) transactions with affiliates and (viii) restrictive agreements. In addition, the Company was required to meet certain financial covenants, including a maximum total leverage ratio, a minimum fixed charge coverage ratio and a limit on aggregate capital expenditures in each fiscal year. The July 2012 Credit Agreement also contained customary events of default, such as payment defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency, the occurrence of a defined change in control and the failure to observe covenants or conditions under the credit facility documents. The commitments under the July 2012 Credit Agreement were secured by substantially all of the Company’s assets.

As of December 31, 2012, the Company would not have complied with the financial covenants in its July Credit Agreement, specifically, its Maximum Leverage Ratio or its Minimum Fixed Charge Coverage Ratio. Generally accepted accounting principles require that long-term debt be classified as a current liability when a covenant violation that gives the lender the right to call the debt has occurred at the balance sheet date. As a result, amounts outstanding under the credit agreement are included in current liabilities in the accompanying December 31, 2012 consolidated balance sheet.

Loan Agreement

On January 9, 2013, the Company terminated its commitments under the July 2012 Credit Agreement and entered into a Loan and Security Agreement, (Loan Agreement), by and among the Company and certain of its domestic subsidiaries, as borrowers, and Bank of America, N.A., as agent.

The Loan Agreement provides for: a three-year senior secured asset-based revolving credit facility in the aggregate principal amount of up to $65,000,000 (as described below), which includes a subfacility for swingline loans up to an amount equal to 10% of the aggregate Revolver Commitments, and a $20,000,000 subfacility for standby letters of credit. Swingline loans and letters of credit issued under the Loan Agreement reduce available revolving credit commitments on a dollar-for-dollar basis. Subject to certain conditions, the Company is permitted, at any time prior to the maturity date for the revolving credit facility, to increase the total revolving credit commitments in an aggregate principal amount of up to $20,000,000, with additional commitments from Lenders or new commitments from financial institutions, subject to certain conditions as described in the Loan Agreement. Pursuant to the Loan Agreement, the aggregate amount of advances under the Line of Credit (Borrowing Base) cannot exceed the lesser of (a) (i) $65,000,000, or (ii) 85% of eligible billed accounts receivable as defined in the Loan Agreement; plus (b) the lesser of (i) 85% of eligible unbilled accounts receivable and (ii) $12,000,000; minus (c) reserves as defined by the Loan Agreement, which include one week’s worth of W-2 payroll and fees payable to independent contractors.

The initial proceeds from the revolving credit facility were used to finance the repayment of existing indebtedness of the Company under its prior credit agreement and the payment of fees and expenses. The repayment of the term loan portion of the Company’s debt outstanding in the first quarter of 2013 is expected to be treated as extinguishment of debt, and, as a result, the Company expects to recognize a loss on extinguishment in the first quarter of 2013, related to the write-off of debt issuance costs of approximately $269,000. The repayment of the revolver portion of the Company’s debt outstanding in the first quarter of 2013 is expected to be treated partially as extinguishment and partially as a modification. The modified portion relates to the continuation of credit provided by Bank of America, N.A. in its Loan Agreement. The Company expects to write-off the remaining debt issuance costs of approximately $1,025,000 in the first quarter of 2013.

The revolving credit facility will be used to provide ongoing working capital and for other general corporate purposes of the Company and its subsidiaries. The initial interest rate spreads and fees under the Loan Agreement are based on LIBOR plus 1.5% or Base Rate plus 0.50%. The LIBOR and Base Rate margins are subject to performance pricing adjustments, commencing September 1, 2013, pursuant to a pricing matrix based on the Company’s excess availability under the revolving credit facility, and would increase by 200 basis points if an event of default exists.

The Loan Agreement contains customary representations, warranties, and affirmative covenants. The Loan Agreement also contains customary negative covenants; including covenants with respect to, among other things, (i) indebtedness, (ii) liens, (iii) investments, (iv) significant corporate changes, including mergers and acquisitions, (v) dispositions, (vi) dividend, distributions and other restricted payments, (vii) transactions with affiliates and (viii) restrictive agreements. In addition, if the Company’s excess availability under the revolving credit facility is less than the greater of (i) 12.5% of the Loan Cap, as defined, and (ii) $6,250,000, the Company is required to meet a minimum fixed charge coverage ratio of 1.0, as defined in the Loan Agreement. The Loan Agreement also contains customary events of default, such as payment defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency, the occurrence of a defined change in control and the failure to observe covenants or conditions under the credit facility documents.

The Company’s obligations under the Loan Agreement are guaranteed by all material domestic subsidiaries of the Company that are not co-borrowers (Subsidiary Guarantors). As collateral security for their obligations under the Loan Agreement and guarantees thereof, the Company and the Subsidiary Guarantors have granted to Bank of America, N.A., a security interest in substantially all of their tangible and intangible assets.

Interest Rate Swap Agreements

12 Months Ended

Dec. 31, 2012

Interest Rate Swap Agreements

9. Interest Rate Swap Agreements

The Company has used derivative instruments to manage fluctuations in cash flows resulting from interest rate risk on variable-rate debt financing. The objective of the hedges was to reduce the exposure to fluctuations in floating interest rates tied to LIBOR borrowings as required by the Company’s credit agreement and not for trading purposes. The interest rate swap agreements involved the receipt of variable rate amounts in exchange for fixed rate interest payments over the life of the agreement without an exchange of the underlying principal amount.

Pursuant to the provisions of its credit agreement at that time, and not for trading purposes, in October 2008, the Company entered into two interest rate swap agreements, both with effective dates of October 9, 2008 and termination dates of October 9, 2010. The Company was required to execute Interest Rate Contract(s) (as defined in the Credit Agreement) to hedge its variable interest rate exposure in an aggregate amount of at least 40% of its $125,000,000 term loan facility, or $50,000,000, for at least 2 years. No initial investments were made to enter into these agreements. The interest rate swap agreements required the Company to pay a fixed rate to the respective counterparty (fixed rate of 3.1625% per annum on a notional amount of $50,000,000 and a fixed rate of 2.75% on $20,000,000), and to receive from the respective counterparty, interest payments, based on the applicable notional amounts and 1 month LIBOR, with no exchanges of notional amounts. The interest rate swaps effectively fixed the interest on $70,000,000 of the Company’s term debt for a period of 2 years at 3.04%, plus the applicable LIBOR spread.

The Company formally documented the hedging relationships and accounted for these derivatives as cash flow hedges eligible for hedge accounting. Gains or losses resulting from changes in the fair value of these agreements were recorded in accumulated OCL, net of tax, until the hedged item was recognized in earnings. The Company formally assessed, both at the hedge’s inception and on an ongoing basis, whether the derivatives that were used in the hedging transactions were highly effective in offsetting changes in fair values or cash flows of the hedged items. Changes in the fair value of derivatives deemed to be eligible for hedge accounting were reported in accumulated other comprehensive loss on the consolidated balance sheets. See Note 2 – Comprehensive (Loss) Income for further information. Any ineffectiveness was recorded directly to interest expense.

In the third quarter of 2009, the Company generated excess cash flow, which, along with cash on hand, allowed it to prepay an additional $22,500,000 of term loan borrowings causing its $20,000,000 notional amount interest rate swap to become ineffective. Subsequent prepayments were made of $5,000,000 in the fourth quarter of 2009 and $4,000,000 in the first quarter of 2010. The Company estimated the ineffectiveness as of December 31, 2009 to be an unrealized loss of approximately $229,820 (approximately $139,000 after taxes). The estimated unrealized loss recorded to interest expense was reversed during the year ended December 31, 2010 as the interest rate swap payments were settled.

As of December 31, 2009, the fair value of the interest rate swap agreements was $1,427,073 and was recorded as a liability on the consolidated balance sheet with offsets to other comprehensive loss of $1,197,247 (for the effective portion) and interest expense of $229,820 (for the ineffective portion). Deferred tax benefits of $470,885 were also included in other comprehensive loss, leaving a balance of $726,362 in accumulated other comprehensive loss related to these swap agreements. The interest rate swaps were terminated effective October 9, 2010. Accordingly, during the year ended December 31, 2010, the prior year end balances were reversed coinciding with interest payments on the underlying term loan portion that was hedged during the year ended December 31, 2010. Interest rate swap payments were included in net cash provided by operating activities in the Company’s consolidated statements of cash flows.

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
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Fair Value Measurements

12 Months Ended

Dec. 31, 2012

Fair Value Measurements

10. 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. generally accepted accounting principles (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 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.

Items Measured at Fair Value on a Recurring Basis:

As of December 31, 2012 and 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 and long-term cash investments included in other long-term assets. The Company utilizes Level 1 inputs to value its deferred compensation liability. The Company utilizes Level 2 inputs to value its short and long-term cash investments. Short and long term cash investments on the accompanying consolidated balance sheets relate to foreign investments in highly liquid deposits. The Company did not hold any Level 3 assets or liabilities that are measured on a recurring basis at December 31, 2012 or 2011. The Company’s 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 below summarizes the estimated fair values, which approximate their carrying value, of the Company’s financial assets and liabilities measured on a recurring basis as of December 31, 2012 and 2011:

	Fair Value Measurements as of December 31, 2012						Fair Value Measurements as of December 31, 2011
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Financial Assets:
Marketable securities	$	—	$	—	$	—	$	3,383	$	3,383	$	—
Short-term cash investments	$	—	$	—	$	—	$	1,690,740	$	—	$	1,690,740
Long-term cash investments	$	—	$	—	$	—	$	819,571	$	—	$	819,571

Financial Liabilities:
Deferred compensation	$	1,471,091	$	1,471,091	$	—	$	1,322,114	$	1,322,114	$	—

Items Measured at Fair Value on a Nonrecurring Basis:

The Company’s assets held for sale, liabilities related to assets held for sale and 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 – Assets Held For Sale and Discontinued Operations, Note 4 – Goodwill and Other Identifiable Intangible Assets and Note 2 – Summary of Significant Accounting Policies.

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 noncash 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.

All the assets and liabilities held for sale are at fair value with the exception of other intangible assets whose carrying value is below fair value. For those assets and liabilities except for goodwill, fair value approximates their carrying amount due to their short-term nature. The following table presents the fair value of goodwill, which is the most significant component of the assets held for sale, measured on a non-recurring basis for the Company’s clinical trial services reporting unit included in assets held for sale as of December 31, 2012:

Fair Value Measurements
(amounts in thousands)

(Level 3)
Clinical Trial Services segment
goodwill at December 31, 2012	$	28,175,722

Other Fair Value Disclosures:

Financial instruments not measured or recorded at fair value in the accompanying consolidated balance sheets consist of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and short and long-term debt. The estimated fair value of accounts receivable, accounts payable and accrued expenses approximate their carrying amount due to the short-term nature of these instruments. The fair value of the Company’s term loan and revolver credit facility included in the current portion of long term debt on its consolidated balance sheet is estimated using Level 2 inputs utilizing interest rates that were indirectly observable in markets for similar liabilities.

The following table represents the carrying amounts and estimated fair values of the Company’s significant financial instruments that were not measured at fair value:

	December 31, 2012				December 31, 2011
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial Liabilities
Term loan and revolver credit facility	$	33,125,000	$	32,654,213	$	41,451,056	$	41,272,879

The estimated fair value of the Company’s debt was calculated using discounted cash flow analysis and appropriate valuation methodologies using Level 2 inputs available market information.

Concentration of Risk:

The Company has invested its excess cash in highly rated overnight funds and other highly rated liquid accounts. The Company has been 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 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 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.

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-Publisher FASB
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
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Employee Benefit Plans

12 Months Ended

Dec. 31, 2012

Employee Benefit Plans

11. Employee Benefit Plans

The Company maintains a voluntary defined contribution 401(k) profit-sharing plan covering all eligible employees as defined in the plan documents. The plan provides for a discretionary matching contribution, which is equal to a percentage of each eligible contributing participant’s elective deferral, which the Company, at its sole discretion, determines from year to year.

From July 1, 2009 until December 31, 2010, due to the Company’s cost-saving efforts, matching contributions for the program were temporarily suspended. Effective January 1, 2011, the Company reinstated matching contributions for the program. Contributions by the Company, net of forfeitures, under this plan amounted to $556,000 for the year ended December 31, 2012. Due to accumulated forfeiture credits on account, the matching contributions, net of forfeitures, for the year ended December 31, 2011, were not material. There were no matching contributions for the year ended December 31, 2010 by the Company. Eligible employees who elect to participate in the plan are generally vested in any existing matching contribution after three years of service with the Company.

The Company offers a non-qualified deferred compensation program to certain key employees whereby they may defer a portion of annual compensation for payment upon retirement. The program is unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974. The liability for the deferred compensation is included in other long-term liabilities on the consolidated balance sheets and approximated $1,471,000 and $1,322,000 at December 31, 2012 and 2011, respectively.

The entire disclosure for pension and other postretirement benefits.

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-Publisher FASB
-Name Implementation Guide (Q and A)
-Number FAS88
-Paragraph 63
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 106
-Paragraph 518
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 03-2
-Paragraph 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 87
-Paragraph 264
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph q
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph h
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 8
-Subparagraph m
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5, 6, 7, 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 158
-Paragraph 7, 21, 22
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS106-2
-Paragraph 20, 21, 22
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 30
-Paragraph 26
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Commitments and Contingencies

Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

12. Commitments and Contingencies

Commitments:

The Company has entered into non-cancelable operating lease agreements for the rental of office space and equipment. Certain of these leases include options to renew as well as rent escalation clauses and in certain cases, incentives from the landlord for rent-free months and allowances for tenant improvements. The rent escalations and incentives have been reflected in the following table. Future minimum lease payments, as of December 31, 2012, associated with these agreements with terms of one year or more are as follows:

Through Year Ending December 31:
2013	$	4,726,124
2014		3,961,949
2015		3,498,209
2016		3,490,339
2017		2,597,514
Thereafter		889,099
	$	19,163,234

Total operating lease expense included in selling, general and administrative expenses was approximately $5,791,000, $6,159,000 and $6,277,000 for the years ending December 31, 2012, 2011 and 2010, respectively.

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 has 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 $526,000 in the year ended December 31, 2011, of which approximately $395,000 related to the 2008-2010 tax years. The Company accrued an additional pretax liability related to the non-income tax matters of approximately $1,019,000 in the year ended December 31, 2012, of which approximately $301,000 related to the 2005-2011 tax years. The expense is included in selling, general and administrative expenses on its consolidated statements of operations and the liability is reflected in other current liabilities as of December 31, 2012 and 2011, on its consolidated balance sheets. The Company is working with professional tax advisors and state authorities to resolve these matters.

Contingencies:

On December 4, 2012, the Company’s subsidiary, CC Staffing, Inc. (now known as Travel Staff, LLC) became the subject of a purported class action lawsuit (Alice Ogues, on behalf of herself and all others similarly situated, Plaintiffs, vs. CC Staffing, Inc., a Delaware corporation; and DOES 1-50, inclusive, Defendants) filed in the United States District Court, Northern District of California. Plaintiff alleges that travelling employees were denied meal periods and rest breaks, that they should have been paid overtime on reimbursement amounts, and that they are entitled to associated penalties. At this early stage, the Company is unable to determine its potential exposure, if any, and intends to vigorously defend this matter.

On September 8, 2010, the Company’s subsidiary, Cross Country TravCorps, Inc. became the subject of an indemnity lawsuit (New Hanover Regional Medical Center vs. Cross Country TravCorps, Inc., d/b/a Cross Country Staffing, and Christina Lynn White) filed in the New Hanover County Civil Superior Court, State of North Carolina. Plaintiff alleges that Christina White, a former employee of Cross Country TravCorps was negligent in caring for a patient on September 12, 2007 which resulted in the death of that patient. New Hanover Regional Medical Center settled the claim pre-suit and subsequently brought an indemnity claim against Ms. White and against Cross Country TravCorps for the actions of Ms. White pursuant to the Staffing Agreement between Cross Country TravCorps and the hospital. During the first quarter 2013, the Company was advised by White’s insurance carrier that if Ms. White is found to be a joint tortfeasor, the carrier would contest any liability attributable to Ms. White in excess of 50%. Based on this information the Company reassessed its potential liability and increased its reserve to $2,000,000 as of December 31, 2012. Historically, this insurance carrier has incurred the total loss for negligence of its insured. All of the parties to this litigation have been mandated to arbitration to be held in April 2013. As of December 31, 2012, a $2,000,000 contingent liability for this claim is included in accrued compensation and benefits on the consolidated balance sheet, as well as a receivable of $1,250,000 for the uncontested portion of its insurance coverage, included in insurance recovery receivable on the Company’s consolidated balance sheet. Pursuant to ASC 450 - Contingencies, the contested portion and any recovery is considered a gain contingency and recognized if and when the Company recovers those amounts.

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.

The entire disclosure for commitments and contingencies.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 460
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6398077&loc=d3e12565-110249

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14435-108349

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.25)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 440
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9, 10, 11, 12
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Income Taxes

12 Months Ended

Dec. 31, 2012

Income Taxes

13. Income Taxes

The components of the Company’s income (loss) before income taxes are as follows:

	Year Ended December 31,
	2012			2011		2010
United States	$	(28,599,481	)	$	1,384,963	$	(9,155,271	)
Foreign		1,704,623			2,232,123		1,205,537
	$	(26,894,858	)	$	3,617,086	$	(7,949,734	)

The components of the Company’s income tax expense (benefit) are as follows:

	Year Ended December 31,
	2012			2011			2010
Continuing operations:
Current
Federal	$	411,767		$	(29,716	)	$	(6,400,003	)
State		811,760			355,142			(800,753	)
Foreign		1,561,492			632,415			8,636
		2,785,019			957,841			(7,192,120	)
Deferred
Federal		(4,048,064	)		444,193			3,870,723
State		(5,251,385	)		681,076			628,338
Foreign		364,541			(13,663	)		—
Total		(8,934,908	)		1,111,606			4,499,061
	$	(6,149,889	)	$	2,069,447		$	(2,693,059	)

The total income tax provision is summarized as follows:
Continuing operations	$	(6,149,889	)	$	2,069,447		$	(2,693,059	)

Discontinued operations		(9,496,992	)		2,063,050			1,696,322
	$	(15,646,881	)	$	4,132,497		$	(996,737	)

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities are as follows:

	December 31,
	2012			2011
Current deferred tax assets (liabilities):
Accrued other and prepaid expenses	$	2,302,277		$	2,167,441
Accrued professional liability		92,430			(21,534	)
Allowance for doubtful accounts		808,466			527,169
Share-based compensation		1,958,566			2,120,225
Impairment charges		6,825,652			5,599,499
Other		986,247			665,129
Gross deferred tax assets		12,973,638			11,057,929
Valuation allowance		(412,731	)		(413,240	)
Deferred tax assets		12,560,907			10,644,689

Non-current deferred tax (liabilities) and assets:
Amortization		(96,557,251	)		(84,925,321	)
Depreciation		(89,115	)		(1,570,788	)
Identifiable intangibles		(2,409,238	)		(2,956,897	)
Impairment charges		95,555,155			78,388,111
Net operating loss carryforwards		23,616,558			13,315,803
Accrued workers’ compensation		768,617			603,668
Tax on unrepatriated earnings		(1,860,656	)		—
Other		778,739			352,256
Gross deferred tax assets		19,802,809			3,206,832
Valuation allowance		(3,620,181	)		(3,264,943	)
Deferred tax (liabilities) assets		16,182,628			(58,111	)
Net deferred taxes	$	28,743,535		$	10,586,578

The Income Taxes Topic of the FASB ASC requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some of or all of the deferred tax assets will not be realized. As of December 31, 2012 and 2011, respectively, the Company had approximately $53,844,000 and $30,724,000 of federal, state and foreign net operating loss carryforwards. The federal carryforwards expire between 2030 and 2032. The state carryforwards expire between 2013 and 2032. The majority of the foreign carryforwards are in a jurisdiction with no expiration. A valuation allowance for the net operating losses has been recorded at December 31, 2012 and 2011, to reduce the Company’s deferred tax asset to an amount that is more likely than not to be realized. As of December 31, 2012, the Company has deferred tax assets of $102,381,000 related to the impairment of goodwill and other intangible assets. The Company believes the combined deferred tax assets arising from the consolidated federal tax return filings are more likely than not realizable as a result of the future reversal of existing temporary differences and future income projections with the exception of a valuation allowance based upon the uncertainty of the realization of a particular subsidiary’s state portion of its deferred tax asset that arose from the goodwill impairment.

The reconciliation of income tax computed at the U. S. federal statutory rate to income tax expense (benefit) is as follows:

	Year Ended December 31,
	2012			2011			2010
Tax at U.S. statutory rate	$	(9,413,200	)	$	1,266,166		$	(2,782,327	)
State taxes, net of federal benefit		(1,226,475	)		(64,608	)		(561,735	)
Non-deductible meals and entertainment		961,933			290,280			346,008
Foreign tax expense		(221,897	)		(162,448	)		(436,155	)
Valuation allowances		(43,657	)		367,068			356,063
Uncertain tax positions		647,720			174,045			749,747
Deferred tax rate differential		150,583			(107,057	)		175,010
Deferred tax write-offs (a)		—			301,765			—
Audit settlements		—			(391,822	)		—
Tax on unrepatriated earnings		2,004,596			—			—
Tax on repatriated earnings		519,072			—			—
Tax true ups and other		471,436			396,058			(539,670	)
Total income tax expense (benefit)	$	(6,149,889	)	$	2,069,447		$	(2,693,059	)

_______________

(a)	During the fourth quarter of 2011, the Company recorded deferred tax expense related to an overstatement of deferred tax assets for share-based payments of approximately $302,000 related to prior periods.

The tax years of 2004, 2005, and 2008 through 2012 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.

As of December 31, 2011, pursuant to the subtopic of Other Considerations or Special Areas of the Income Taxes Topic in the FASB ASC, the Company did not provide for United States income taxes or foreign withholding taxes on undistributed earnings from certain non-U.S. subsidiaries (located in the United Kingdom and India that had tax rates of approximately 27% and 34%, respectively) that were expected to be permanently reinvested outside of the United States. In the fourth quarter of 2012, the Company changed its position regarding permanent reinvestment and has accrued approximately $1,371,000 of U.S. tax and $633,000 of India tax on earnings of approximately $9,528,000. During the fourth quarter of 2012, the company repatriated approximately $3,268,000 of foreign earnings from its Indian subsidiary. U.S. income taxes on those repatriated earnings have been offset by our U.S. losses.

The Company’s Indian subsidiary, Cross Country Infotech Private, Ltd is located in a software technology park and was entitled to 100% tax holiday until March 2011. The effect of the income tax holiday was a reduction to the income tax provision in 2011, and 2010 of approximately $178,000, and $502,000, respectively.

The Company recognizes in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is approximately as follows:

	2012			2011
Balance at January 1	$	4,500,000		$	5,092,000
Additions based on tax positions related to the current year		852,000			1,034,000
Additions based on tax positions related to prior years		152,000			—
Reductions based on settlements of tax positions related to the prior year		(30,000	)		(799,000	)
Reductions for tax positions as a result of a lapse of the applicable statute of limitations		(263,000	)		(830,000	)
Other		(7,000	)		3,000
Balance at December 31	$	5,204,000		$	4,500,000

As of December 31, 2012 and 2011, the Company had unrecognized tax benefits, which would affect the effective tax rate if recognized of approximately $4,700,000 and $4,030,000, respectively. During 2012, the Company had gross increases of $1,004,000 to its current year unrecognized tax benefits, related to federal and state tax issues. In addition, the Company had gross decreases of $300,400 to its unrecognized tax benefits related to settlement refunds and the closure of open tax years.

The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. During the years ended December 31, 2012, 2011 and 2010, the Company recognized interest and penalties of $124,000, $27,000, and $33,000, respectively. The Company had accrued approximately $886,000 and $711,000 for the payment of interest and penalties at December 31, 2012 and 2011, respectively.

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.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Related Party Transactions

Stockholders' Equity

12 Months Ended

Dec. 31, 2012

Stockholders' Equity

14. Stockholders’ Equity

Stock Repurchase Programs

In February 2008, the Company’s Board of Directors authorized its most recent stock repurchase program whereby the Company may purchase up to 1,500,000 shares of its common stock, subject to terms of the Company’s Credit Agreement. The shares may be repurchased from time-to-time in the open market and the repurchase program may be discontinued at any time at the Company’s discretion.

During the year ended December 31, 2012, the Company repurchased, under this program, a total of 71,653 shares at an average price of $5.22. The cost of such purchases was approximately $374,000. All of the common stock was retired. During the year ended December 31, 2011, the Company repurchased, under this program, a total of 427,043 shares at an average price of $5.23. The cost of such purchases was approximately $2,235,000. All of the common stock was retired. During years ended December 31, 2010, the Company did not repurchase shares.

At December 31, 2012, the Company had 942,443 shares of common stock left remaining to repurchase under its February 2008 authorization, subject to the limitations of the Company’s Credit Agreement. As of December 31, 2012, the Company was restricted from purchasing additional shares of its common stock under its July 2012 Credit Agreement. Subject to certain conditions as described in its Loan Agreement entered into on January 9, 2013, the Company may repurchase up to an aggregate amount of $5,000,000 of its Equity Interests. See Note 8- Long-term Debt for further information.

Stock Options

2007 Stock Incentive Plan

The Company’s 2007 Stock Incentive Plan (2007 Plan) was approved by its stockholders at its Annual Meeting of Stockholders, held in May of 2007, and was amended at its Annual Meeting held in May of 2010. Key modifications in the amendment were to increase the aggregate share reserve and increase the share sub-limit for Awards that are not Appreciation Awards (as defined by the Plan). Other clarifying amendments to reflect recent developments in equity compensation practices and applicable law were also included.

The 2007 Plan provides for the issuance of stock options, stock appreciation rights, restricted stock, performance shares, and other stock-based awards, all as defined by the 2007 Plan, to eligible employees, consultants and non-employee Directors. The aggregate number of shares of common stock which may be issued or used for reference purposes under the 2007 Plan or with respect to which awards may be granted may not exceed 3,500,000 shares, which may be either authorized and unissued common stock or common stock held in or acquired for the treasury of the Company; provided, however, that 1,700,000 shares of this aggregate limit may be used for awards that are not Appreciation Awards (including restricted stock, performance shares or certain other stock-based awards).

Under the 2007 Plan, the Compensation Committee of the Company’s Board of Directors (the Committee), has the discretion to determine the terms of the awards at the time of the grant. Provided, however, that, in the case of stock options and stock appreciation rights (share options): 1) the exercise price per share of the award is not less than 100% (or, in the case of 10% or more stockholders, the exercise price of the incentive stock options (ISOs) granted may not be less than 110%) of the fair market value of the common stock at the time of the grant; and 2) the term of the award will be no more than 10 years after the date the option is granted (or, shall not exceed five years, in the case of a 10% or more stockholder). In the case of restricted stock, the purchase price may be zero to the extent permitted by applicable law.

The following awards were granted under the 2007 Plan to the Company’s non-employee Directors and management team:

	Year Ended December 31,
	2012		2011	2010
Stock appreciation rights		344,500	261,500		254,000
Restricted stock		337,220	216,538		205,647

The stock appreciation rights can only be settled with stock or cash, at the discretion of the Committee. The stock appreciation rights vest 25% per year over a 4 year period and expire after 7 years. The restricted stock awards vest 25% each year over a 4 year period. The Company’s policy is to issue new shares from its authorized but unissued balance of common stock outstanding or shares of common stock reacquired by the Company if stock appreciation rights are settled with stock.

Due to the adoption of the 2007 Plan, no further grants will be issued under the Company’s 1999 Plans referred to below.

1999 Stock Option Plan and Equity Participation Plan

On December 16, 1999, the Company’s Board of Directors approved the 1999 Stock Option Plan and Equity Participation Plan (collectively, the 1999 Plans), which was amended and restated on October 25, 2001 and provided for the issuance of ISOs and non-qualified stock options to eligible employees and non-employee directors for the purchase of up to 4,398,001 shares of common stock.

The following table summarizes the Company’s activities with respect to its share option plans for the year ended 2012:

						Weighted-
					Weighted	Average
					Average	Remaining	Aggregate
					Exercise	Contractual	Intrinsic
	Shares			Option Price	Price	Life (in years)	Value
Share options outstanding at beginning of year		1,654,647		$7.44-$26.15	$10.88
Granted		344,500		$4.16-$4.35	$4.35
Exercised		—		—	—
Forfeited/expired		(76,391	)	$4.35-$26.15	$11.88
Share options outstanding at end of year		1,922,756		$4.16-$22.50	$9.67	3.83		$155,050
Share options exercisable at end of year		1,156,880		$7.44-$22.50	$11.88	2.8		—
Share options unvested at end of year		765,876		$4.16-$8.56	$6.34	5.38		$155,050

As of December 31, 2012, the Company had 1,922,756 share options outstanding of which 1,802,207 were vested or expected to vest at a weighted average exercise price of $9.88, intrinsic value of $134,090 and a weighted average contractual life of 3.74 years. As of December 31, 2012, the Company had approximately $1,118,096 pretax of total unrecognized compensation cost related to share options which may be adjusted for future changes in forfeitures. The Company expects to recognize such cost over a period of 2.32 years.

The following table represents information about stock options and stock appreciation rights granted and exercised in each year. During the years ended December 31, 2012, 2011 and 2010, the Company issued options and stock appreciation rights at market price.

	Year Ended December 31,
	2012			2011			2010
Share option grants			344,500			261,500			254,000
Weighted average grant date fair value of options granted during the period		$	1.65		$	2.63		$	2.77
Total intrinsic value of options exercised		$	—		$	—		$	—

The Company records compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company computes expected volatility using the historical volatility of the market price of the Company’s common stock. Historical data is used to estimate the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:

	Year Ended December 31,
	2012			2011			2010
Expected dividend yield		0.00	%		0.00	%		0.00	%
Expected volatility		47.00	%		42.00	%		41.00	%
Risk-free interest rate		0.58	%		1.33	%		1.75	%
Expected life	4.3 years			4.3 years			4.0 years

Restricted Stock

Restricted stock awards granted under the Company’s 2007 Plan entitle the holder to receive, at the end of a vesting period, a specified number of shares of the Company’s common stock. Share-based compensation expense is measured by the market value of the Company’s stock on the date of grant. The shares vest ratably over a four year period ending on the anniversary date of the grant. There is no partial vesting and any unvested portion is forfeited.

The following table summarizes restricted stock award activity for the year ended December 31, 2012:

	Number of Shares			Weighted Average Grant Date Fair Value
Unvested restricted stock awards, January 1, 2012		532,360		$	8.19
Granted		337,220		$	4.35
Vested		(196,870	)	$	8.72
Forfeited		(11,062	)	$	7.75
Unvested restricted stock awards at December 31, 2012		661,648		$	6.08

As of December 31, 2012, the Company had approximately $2,637,763 pretax of total unrecognized compensation cost related to non-vested restricted stock awards which may be adjusted for future changes in forfeitures. The Company expects to recognize such cost over a weighted average period of 2.5 years. The fair value of shares vested was approximately $944,976; $1,190,000 and $988,000 during the years ended December 31, 2012, 2011 and 2010, respectively.

Secondary Offerings

In November 2004, the Company filed a registration statement on Form S-3 with the Securities and Exchange Commission for the registration of 11,403,455 shares of common stock held by three of its existing shareholders. No members of management registered shares pursuant to this registration statement. On April 14, 2005, the Company announced a public offering of 4,172,868 shares of common stock pursuant to this Form S-3 shelf registration statement. All net proceeds from the sale went to the selling stockholders. Subsequently, on November 15, 2006, the Company announced a public offering of approximately 4,000,000 shares pursuant to this Form S-3 shelf registration statement. All net proceeds from the sale went to the selling stockholders. The November 2004 registration statement remains effective.

Earnings Per Share

12 Months Ended

Dec. 31, 2012

Earnings Per Share

15. 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 income by the weighted average number of shares outstanding (excluding nonvested 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 2012, 2011 and 2010 per share calculations because their effect would have been anti-dilutive. Such shares amounted to 2,033,632; 1,962,265 and 2,093,202, during the years ended December 31, 2012, 2011 and 2010, respectively. For purposes of calculating net loss per common share - diluted for the years ending December 31, 2012 and 2010, the Company excluded potentially dilutive shares of 47,258, and 99,081, respectively, as their effect would have been anti-dilutive, due to the Company’s net loss in the respective years.

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

	Year Ended December 31,
	2012			2011		2010
(Loss) Income from continuing operations	$	(20,744,969	)	$	1,547,639	$	(5,256,675	)
(Loss) income from discontinued operations, net of tax		(21,476,528	)		2,550,210		2,481,812
Net (loss) income	$	(42,221,497	)	$	4,097,849	$	(2,774,863	)

Basic (loss) income per common share:
Continuing operations	$	(0.67	)	$	0.05	$	(0.17	)
Discontinued operations		(0.70	)		0.08		0.08
Net (loss) income	$	(1.37	)	$	0.13	$	(0.09	)

Diluted (loss) income per common share:
Continuing operations	$	(0.67	)	$	0.05	$	(0.17	)
Discontinued operations		(0.70	)		0.08		0.08
Net (loss) income	$	(1.37	)	$	0.13	$	(0.09	)

Weighted-average number of shares outstanding-basic		30,842,723			31,146,165		31,060,426
Plus dilutive equity awards		—			45,851		—
Weighted-average number of shares outstanding-diluted		30,842,723			31,192,016		31,060,426

Related Party Transactions

12 Months Ended

Dec. 31, 2012

16. Related Party Transactions

The Company provides services to hospitals which are affiliated with certain members of the Company’s Board of Directors. Management believes the pricing for the Company’s services is consistent with its other hospital customers. Revenue related to these transactions amounted to approximately $3,804,000, $2,097,000 and $964,000 in 2012, 2011 and 2010, respectively. Accounts receivable due from these hospitals at December 31, 2012 and 2011 were approximately $570,000 and $586,000, respectively. In the year ended December 31, 2010, the Company entered into an exclusive MSP arrangement with one of these hospital systems.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Segment Information

12 Months Ended

Dec. 31, 2012

Segment Information

17. Segment Information

In accordance with the Segment Reporting Topic of the FASB ASC, the Company historically reported four business segments – nurse and allied staffing, clinical trial services, physician staffing, and other human capital management services. During the fourth quarter of 2012, the Company decided to divest its clinical trial services business segment. Their results of operations have been classified as discontinued operations for all period presented. See Note 3- Assets Held for Sale and Discontinued Operations. The remaining three business segments in continuing operations are described below:

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. The Company aggregates the different brands that it markets to its customers in this business segment.

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

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.

The Company’s management evaluates performance of each segment primarily based on revenue and contribution income. 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. See Note 4 – Goodwill and Other Identifiable Intangible Assets for further information. The information in the following table is derived from the segments’ internal financial information as used for corporate management purposes. Certain corporate expenses are not allocated to and/or among the operating segments.

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

	Year ended December 31,
	2012			2011(c)		2010(c)
Revenue from unaffiliated customers:
Nurse and allied staffing	$	277,753,525		$	278,793,599	$	242,159,564
Physician staffing		123,545,045			118,780,800		121,598,252
Other human capital management services		41,336,576			41,803,061		42,846,423
	$	442,635,146		$	439,377,460	$	406,604,239
Contribution income (a):
Nurse and allied staffing	$	13,202,369		$	22,440,525	$	21,383,098
Physician staffing		10,651,879			11,320,076		13,052,219
Other human capital management services		1,943,628			3,172,282		3,767,868
		25,797,876			36,932,883		38,203,185

Unallocated corporate overhead		24,415,565			22,662,725		21,559,561
Depreciation		4,904,845			5,965,002		7,121,712
Amortization		2,263,556			2,393,722		2,567,804
Impairment charges (b)		18,732,407			—		10,764,000
(Loss) income from continuing operations	$	(24,518,497	)	$	5,911,434	$	(3,809,892	)

_______________

(a)

The Company defines contribution income as income from operations before depreciation, amortization, impairment charges and corporate expenses not specifically identified to a reporting segment. Contribution income is used by management when assessing segment performance and is provided in accordance with the Segment Reporting Topic of the FASB ASC.

(b)

During the years ended December 31, 2012 and 2010, the Company recognized pretax impairment charges in its continuing operations of $18,732,407 and $10,764,000, respectively. Refer to discussion in Note 4-Goodwill and Other Identifiable Intangible Assets.

(c)

Prior periods have been restated to conform to the 2012 presentation of the Company’s clinical trial services business segment from continuing operations to discontinued operations. See Note 3 – Assets Held for Sale and Discontinued Operations.

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.

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Quarterly Financial Data (Unaudited)

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2012

18. Quarterly Financial Data (Unaudited)

	First Quarter (c)			Second Quarter (a) (c)			Third Quarter (a) (c)			Fourth Quarter (a) (c)
2012
Revenue from services	$	109,799,496		$	108,847,135		$	112,257,707		$	111,730,808
Gross profit	$	29,049,682		$	27,136,129		$	27,455,827		$	27,943,467

Income (loss) from continuing operations, net of tax	$	361,955		$	(18,841,283	)	$	719,539		$	(2,985,180	)
(Loss) income from discontinued operations, net of tax	$	(946,322	)	$	4,337,450		$	(18,319,626	)	$	(6,548,030	)
Net (loss) income	$	(584,367	)	$	(14,503,833	)	$	(17,600,087	)	$	(9,533,210	)

Basic (loss) income per share from:
Continuing operations	$	0.01		$	(0.61	)	$	0.02		$	(0.10	)
Discontinuing operations		(0.03	)		0.14			(0.59	)		(0.21	)
Net (loss) income	$	(0.02	)	$	(0.47	)	$	(0.57	)	$	(0.31	)

Diluted (loss) income per share from:
Continuing operations	$	0.01		$	(0.61	)	$	0.02		$	(0.10	)
Discontinuing operations		(0.03	)		0.14			(0.59	)		(0.21	)
Net (loss) income	$	(0.02	)	$	(0.47	)	$	(0.57	)	$	(0.31	)

	First Quarter (c)			Second Quarter (c)		Third Quarter (c)		Fourth Quarter (b) (c)
2011
Revenue from services	$	106,414,324		$	109,556,962	$	114,415,193	$	108,990,981
Gross profit	$	28,542,260		$	29,985,572	$	30,709,455	$	30,151,444

(Loss) income from continuing operations, net of tax	$	(168,426	)	$	1,098,281	$	810,328	$	(192,544	)
(Loss) income from discontinued operations, net of tax	$	375,185		$	474,908	$	975,682	$	724,435
Net (loss) income	$	206,759		$	1,573,189	$	1,786,010	$	531,891

Basic (loss) income per share from:
Continuing operations	$	0.00		$	0.04	$	0.03	$	0.00
Discontinuing operations		0.01			0.01		0.03		0.02
Net (loss) income	$	0.01		$	0.05	$	0.06	$	0.02

Diluted (loss) income per share from:
Continuing operations	$	0.00		$	0.04	$	0.03	$	0.00
Discontinuing operations		0.01			0.01		0.03		0.02
Net (loss) income	$	0.01		$	0.05	$	0.06	$	0.02

________________

(a)

During the second, third and fourth quarters of 2012, the Company recorded impairment charges of approximately $18,732,407, $23,500,000 and $11,900,000, respectively. Refer to discussion in Note 4 – Goodwill and Other Identifiable Intangible Assets and Note 3 – Assets Held for Sale and Discontinued Operations.

(b)

During the fourth quarter of 2011, the Company accrued a pretax liability related to non-income tax matters of approximately $668,000, which is included in selling, general and administrative expenses on the consolidated statements of operations. In addition, the Company recorded approximately $302,000 of deferred tax expense related to an overstatement of deferred tax assets in prior periods. Refer to discussion in Note 12 – Commitments and Contingencies and Note 13- Income Taxes.

(c)	The consolidated financial statements of the Company have been reclassified in all periods presented to reflect the discontinued operations of the Company’s clinical trial services business segment. See Note 3 – Assets Held for Sale and Discontinued Operations.

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

Major Classes of Assets and Liabilities Related to Assets Held for Sale

Subsequent Events

12 Months Ended

Dec. 31, 2012

Subsequent Events

19. Subsequent Events

On February 15, 2013, the Company consummated the sale of its clinical trial services business to ICON Clinical Research Inc. and ICON Clinical Research UK Limited (collectively the purchaser) for an aggregate of $52,000,000 in cash, subject to certain adjustments, plus an earn-out of up to $3,750,000 related to certain performance-based milestones. An indemnification escrow account of $3,750,000 was funded by the Company, resulting in net cash proceeds at closing of $48,147,324. In connection with the closing of the sale, the Company entered into a Transitional Services Agreement (TSA) with the Purchaser to provide certain post-closing transitional services for a period expected not to exceed six months from the Closing Date. The fees for a significant majority of these services have been and will continue to be generally equivalent to the Company’s cost. The Company expects to record a pre-tax loss at the time of sale which includes various expenses, including completion bonuses, legal expenses and errors and omissions insurance. The sale transaction will constitute the disposition of the entire clinical trial services business segment as defined in the segment disclosure in Note 17.

Simultaneous with the sale of the clinical trial services business and in accordance with the terms of its Loan Agreement, the Company used a portion of the net proceeds from this transaction to repay all $29.3 million of its then outstanding bank debt. The Company expects to report the write-off of deferred debt issuance costs relating to its extinguished term loan debt and debt issuance costs relating to extinguished lender commitments as loss on extinguishment of debt in its statement of operations for its first quarter of 2013. See Note 8 – Long-term Debt.

Schedule II

12 Months Ended

Dec. 31, 2012

Schedule II

CROSS COUNTRY HEALTHCARE, INC.

VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011, AND 2010

Allowance for Doubtful Accounts	Balance at Beginning of Period		Charged to Costs and Expenses			Write-offs			Recoveries		Other Changes			Balance at End of Period
Year ended December 31, 2012	$	2,180,125	$	786,107		$	(912,797	)	$	16,076	$	(228,375	)(b)	$	1,841,136
Year ended December 31, 2011	$	3,500,968	$	578,805		$	(1,903,539	)	$	3,891	$	—		$	2,180,125
Year ended December 31, 2010	$	4,544,954	$	293,795		$	(1,343,854	)	$	6,073	$	—		$	3,500,968

Valuation Allowance for Deferred Tax Assets
Year ended December 31, 2012	$	3,678,183		354,729	(a)	$	—		$	—	$	—		$	4,032,912
Year ended December 31, 2011	$	3,311,831	$	366,352	(a)	$	—		$	—	$	—		$	3,678,183
Year ended December 31, 2010	$	2,955,768	$	356,063	(a)	$	—		$	—	$	—		$	3,311,831

________________

(a)	Related to deferred tax assets on state net operating losses and a particular subsidiary’s state portion of its deferred tax asset that arose from goodwill impairment

(b)	Represents the reclassification of the allowance for doubtful accounts related to Assets Held for Sale. See Note 3 – Assets Held for Sale and Discontinued Operations.

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2012
Use of Estimates	Use of Estimates The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts in the 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 (See Note 7 - Accrued Compensation and Benefits in the consolidated balance sheets), legal contingencies, income taxes and sales and other non-income tax liabilities. Accrued insurance claims and reserves include estimated settlements from known claims and actuarial estimates for claims incurred but not reported. Actual results could differ from those estimates.
Cash and Cash Equivalents and Cash Investments	Cash and Cash Equivalents and Cash Investments The Company considers all investments with original maturities of three months or less to be cash and cash equivalents. 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. Short-term cash investments on the accompanying 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 December 31, 2012 and 2011, other long-term assets included approximately $0 and $820,000, respectively, of foreign investments in highly liquid time deposits with original maturities greater than one year. Interest income on cash and cash equivalents and cash investments is included in other expense (income), net, on the Company’s consolidated statements of operations.
Accounts Receivable and Concentration of Credit Risk	Accounts Receivable and Concentration of Credit Risk Accounts receivable potentially subject the Company to concentrations of credit risk. The Company’s customers are primarily healthcare providers and accounts receivable represent amounts due from them. 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. No single customer accounted for more than 3% of the Company’s revenue during 2012, 4% of revenue during 2011 and 5% of revenue during 2010. An aggregate of approximately 12% and 11% of the Company’s outstanding accounts receivable as of December 31, 2012 and 2011, respectively, were due from five customers.
Prepaid Rent and Deposits	Prepaid Rent and Deposits The Company leases apartments for its field employees under short-term agreements (typically three to six months), which generally coincide with each employee’s staffing contract. Costs relating to these leases are included in direct operating expenses on the accompanying consolidated statements of operations. As a condition of these agreements, the Company places security deposits on the leased apartments. Prepaid rent and deposits on field employees’ apartments related to these short-term agreements is included in prepaid expenses on the accompanying consolidated balance sheets.
Property and Equipment	Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is determined on a straight-line basis over the estimated useful lives of the assets, which generally range from three to seven years. Leasehold improvements are depreciated over the shorter of their useful life or the term of the individual lease. Depreciation related to assets recorded under capital lease obligations is included in depreciation expense on the consolidated statements of operations and calculated using the straight-line method over the term of the related capital lease. Certain software development costs have been capitalized in accordance with the provisions of the Intangibles-Goodwill and Other/Internal-Use Software Topic of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Such costs include charges for consulting services and costs for personnel associated with programming, coding and testing such software. Amortization of capitalized software costs begins when the software is ready for use and is included in depreciation expense in the accompanying consolidated statements of operations. Software development costs are being amortized using the straight-line method over three to five years.
Goodwill and Other Identifiable Intangible Assets	Goodwill and Other Identifiable Intangible Assets Goodwill represents the excess of purchase price and related costs over the fair value assigned to the net tangible and identifiable intangible assets of businesses acquired. Other identifiable intangible assets with definite lives are being amortized using the straight-line method over their estimated useful lives which range from 5 to 15 years. Goodwill and certain intangible assets with indefinite lives are not amortized. Instead, in accordance with the Intangibles-Goodwill and Other Topic of the FASB ASC, these assets are reviewed for impairment annually with any related losses recognized in earnings. The Company performs a goodwill impairment analysis, using the two-step method, on an annual basis at December 31 of each year and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The first step in its annual 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 determines its reporting units by identifying components of its operating segments that constitute a business for which discrete financial information is available and management regularly reviews the operating results of that component. The Company has four reporting units that it reviewed for impairment: 1) nurse and allied staffing, 2) physician staffing, 3) retained search and 4) education and training. During the fourth quarter of 2012, the Company decided to divest its clinical trial services business. The clinical trials services segment is classified as a disposal group held for sale as of December 31, 2012, and its results of operations have been classified as discontinued operations for the years ended December 31, 2012, 2011 and 2010. 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, including an estimated premium an investor would pay for a controlling interest. If the reporting unit’s carrying value exceeds its fair value, the Company then determines the amount of the impairment charge, if any. The Company recognizes an impairment charge if the carrying value of the reporting unit’s goodwill exceeds its implied fair value. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. However, fair values that could be realized in an actual transaction may differ from those used to evaluate the impairment of goodwill. Long-lived assets and identifiable intangible assets with definite lives are evaluated for impairment in accordance with the Property, Plant, and Equipment Topic of the FASB ASC. In accordance with this Topic, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset group to the future undiscounted net cash flow that is expected to be generated by those assets. If such assets are considered to be impaired, the impairment charge recognized is the amount by which the carrying amounts of the assets exceeds the fair value of the assets. See Note 4 – Goodwill and Intangible Assets for further information. The Company adopted Update No. 2011-08, Intangibles — Goodwill and Other (Topic 350), Testing Goodwill for Impairment, (ASU 2011-08) for its consolidated financial statements effective January 1, 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 not necessary. The Company elected not to use this option in its review of its goodwill and other intangible assets in 2012 as the Company determined there were indicators which triggered additional testing.
Debt Issuance Costs	Debt Issuance Costs Deferred costs related to the issuance of the Company’s senior secured revolving credit facility (see Note 8 – Long-term Debt) in 2012 and 2011 have been capitalized and amortized using the straight line method, over the term of the related credit agreement. Deferred costs related to the Company’s senior secured term loan facility have been capitalized and amortized using the effective interest method over the respective five-year term of the related debt.
Sales & Other State Non-income Tax Liabilities	Sales & Other State Non-income Tax Liabilities The Company accrues sales and other state non-income tax liabilities based on the Company’s best estimate of its probable liability utilizing currently available information and interpretation of relevant tax regulations. Given the nature of the Company’s business, significant subjectivity exists as to both whether sales and other state non-income taxes can be assessed on its activity and how the sales tax will ultimately be measured by the relevant jurisdictions. The Company makes a determination for each reporting period whether the estimates for sales and other non-income taxes in certain states should be revised.
Reserves for Claims	Reserves for Claims The Company provides workers’ compensation insurance coverage, professional liability coverage and health care benefits for its eligible employees and temporary healthcare professionals. The Company records its estimate of the ultimate cost of, and reserves for workers compensation and professional liability benefits based on actuarial models prepared or reviewed by an independent actuary using the Company’s loss history as well as industry statistics. Furthermore, in determining its reserves, the Company includes reserves for estimated claims incurred but not reported. Subsequent to the issuance of the Company’s 2011 Annual Report on Form 10-K, the Company determined that its professional liability and workers’ compensation liabilities were inappropriately presented net of the related insurance recovery receivable. The Company has corrected the 2011 information on its consolidated balance sheets. Management does not believe such correction is material to the previously issued consolidated financial statements. Other Expenses/Insurance Costs Topic of the FASB ASC (ASC 720), codified previously issued authoritative accounting guidance in the area of insurance contracts and related activity thereto. ASC 720 concluded that, under circumstances such as in the Company’s insured professional liability and worker’s compensation policies, since a right of legal offset does not exist due to the fact that there are three parties to an incurred claim, (the insured, the insurer and the claimant), the related liability to the claimant should be classified separately on a gross basis with a separate related receivable from insurer recognized as being due from insurance carriers. Accordingly, the Company’s consolidated balance sheets as of December 31, 2012 and 2011 reflect the related short-term liabilities in accrued compensation and benefits and the related long-term liabilities in other long-term liabilities, and the short-term receivable portion as insurance recovery receivable and the long-term portion is included in other long-term assets. See Note 7 – Accrued Compensation and Benefits. The health care insurance accrual is for estimated claims that have occurred but have not been reported and is based on the Company’s historical claim submission patterns. The ultimate cost of workers’ compensation, professional liability and health insurance claims will depend on actual amounts incurred to settle those claims and may differ from the amounts reserved by the Company for those claims. The Company records its estimate of the ultimate cost of reserves for workers’ compensation and professional liability based on actuarial models prepared or reviewed by independent actuaries at least twice a year using the company-specific loss histories, as well as industry statistics. In determining its reserves, the Company includes both the case reserves for known claims and an estimate for claims incurred but not reported (IBNR). Workers’ compensation benefits are provided under a partially self-insured plan. The Company has letters of credit to guarantee payments of claims. At December 31, 2012 and 2011, respectively, the Company had outstanding approximately $6,899,000 and $7,049,000 standby letters of credit as collateral to secure the self-insured portion of this plan. In October 2009, the Company purchased an occurrence-based primary professional liability policy that provides each working nurse and each allied healthcare professional with coverage of $1,000,000 per occurrence and $3,000,000 in the aggregate. Those individual limits are shared with the healthcare provider’s employer (e.g., Cross Country TravCorps or MedStaff, our wholly-owned subsidiaries) in the event of vicarious liability and/or negligent hiring allegations on a claim. This policy does not have a deductible. In addition, in October 2009, the Company purchased an excess layer of professional liability insurance having limits of $1,000,000 per occurrence and $6,000,000 in the aggregate for all working nurses and allied healthcare professionals of Cross Country Travcorps and $1,000,000 per occurrence and $3,000,000 in the aggregate for all working nurses of MedStaff. Those limits are also shared with other subsidiaries on applicable claims. MedStaff also secured insurance coverage having the same terms as the primary and excess coverage described above for acts occurring on or after October 25, 2002. Since October 2009, all primary professional liability insurance has been provided under occurrence-based plans. Prior to that period, primary professional liability coverage was provided under various self-insured, claims-made and occurrence-based plans depending on the subsidiary and the applicable policy year. In October 2004, the Company secured individual occurrence-based primary professional liability insurance policies with no deductible for virtually all of its working nurses and allied professionals, except those employed through its MedStaff subsidiary. In October 2012, the Company merged separate primary professional liability policies for Cross Country TravCorps, Inc. (Cross Country TravCorps) and Med-Staff, Inc. (Medstaff), into one occurrence-based primary policy that provides each working nurse and each allied healthcare professional with coverage of $1,000,000 per occurrence and $3,000,000 in the aggregate. Those limits are also shared with the subsidiaries on applicable claims. The Company also merged the excess layer of professional liability insurance having limits of $1,000,000 per occurrence and $6,000,000 in the aggregate for all working nurses and allied healthcare professionals of both Cross Country TravCorps and MedStaff. Those limits are also shared with the subsidiaries on applicable claims. These occurrence-based individual policies replaced a $2,000,000 per-claim layer of self-insured exposure. The Company continued to provide primary coverage through a $2,000,000 self-insured retention for nurses and allied professionals who did not qualify for the individual occurrence-based coverage, as well as for its independent liabilities (such as negligent hiring) during these policy years. Effective October 1, 2008, the individual primary professional liability insurance policies were replaced with one policy that insured each individual nurse for $2,000,000 per occurrence and $4,000,000 in the aggregate, as well as the corporation which shared those limits. This policy had no deductible and did not cover healthcare professionals working through MedStaff or MDA Holdings, Inc. or its subsidiaries (collectively, MDA). Separately, prior to October 1, 2009, our MedStaff subsidiary had a claims-made professional liability policy with a limit of $2,000,000 per occurrence, $4,000,000 in the aggregate and a $25,000 deductible per claim. MDA has an occurrence-based professional liability policy with a limit of $1,000,000 per occurrence, $3,000,000 in the aggregate and a $500,000 deductible for MDA, its independent contractor physicians, Certified Registered Nurse Anesthetists (CRNAs) and allied health professionals. MDA’s $500,000 deductible is insured by Jamestown Indemnity Ltd., a Cayman Island company and a wholly-owned subsidiary of MDA Holdings, Inc. (the Captive). Under the terms of the Captive’s reinsurance policy there is a requirement to guarantee the payment of claims to its insured party’s primary medical malpractice insurance carrier via a letter of credit. As of December 31, 2012, the value of the letter of credit was $5,533,000. In January 2013, the letter of credit was reduced to $5,000,000. Subject to certain limitations, the Company also has $5,000,000 per occurrence and $10,000,000 in the aggregate in umbrella liability coverage after $2,000,000 is exhausted under the primary and excess professional liability policies covering the working nurses and allied healthcare professionals. While this umbrella coverage does not extend to professional liability claims against MDA, its independent contractor physicians, CRNAs and allied health professionals, it does cover claims brought against all of the Company’s subsidiaries for non-patient general liability ($250,000 deductible), employee liability ($1,000,000 deductible), non-owned hired auto ($1,000,000 deductible) and clinical trials/errors and omissions ($500,000 deductible and a cap of $5,000,000 in coverage under the umbrella policy). At December 31, 2012 and 2011, respectively, the Company had outstanding workers’ compensation benefit claims of 105 and 100, respectively. At December 31, 2012 and 2011, respectively, the Company had outstanding professional liability claims of 80 and 72, respectively. The Company records the current portion of its professional liability and workers’ compensation liabilities in accrued compensation and benefits and the long-term portion of in long-term liabilities. See Note 7 – Accrued Compensation and Benefits for further information.
Revenue Recognition	Revenue Recognition The Company recognizes revenue when it is earned and when all of the following criteria are met: persuasive evidence of the arrangement exists; delivery has occurred or the service has been provided and the Company has no remaining obligations; the fee is fixed or determinable; and collectability is reasonably assured. Revenue from services consists primarily of temporary staffing revenue. Revenue is recognized when services are rendered. Accordingly, accounts receivable includes estimated revenue for employees’ and independent contractors’ time worked but not yet invoiced. At December 31, 2012 and 2011, such estimated reserves accrued are approximately $9,816,000 and $9,296,000, respectively. The Company has entered into certain contracts with acute care facilities to provide comprehensive managed service provider (MSP) services. Under these contract arrangements, the Company uses its healthcare professionals along with those of third party subcontractors to fulfill customer orders. If a subcontractor is used, the customer is invoiced for their services and, a subcontractor liability is recorded in accrued expenses, but only the resulting administrative fee is recognized as revenue. The subcontractor is paid after the Company has received payment from the acute care facility. Revenue on permanent placements is recognized when services provided are substantially completed. Amounts collected in advance of the services being substantially complete are recorded as deferred revenue in other current liabilities on the consolidated balance sheets. The Company does not, in the ordinary course of business, give refunds. If a candidate leaves a permanent placement within a relatively short period of time, it is customary for the Company to provide a replacement at no additional cost. Allowances are established as considered necessary to estimate significant losses due to placed candidates not remaining employed for the Company’s guarantee period. During 2012, 2011, and 2010, such losses, if any, were nominal. Revenue from the Company’s education and training services is recognized as the independent contractor-led seminars are performed. Amounts collected in advance of the seminars are recorded as deferred revenue in other current liabilities on the consolidated balance sheet. At December 31, 2012 and 2011, the Company had $1,574,000 and $1,521,000, respectively recorded as deferred revenue included in other current liabilities on the accompanying consolidated balance sheets.
Share-Based Compensation	Share-Based Compensation The Company has, from time to time, granted stock options, stock appreciation rights and restricted stock for a fixed number of common shares to employees. In accordance with the Compensation-Stock-Compensation Topic of the FASB ASC, companies may choose from alternative valuation models. The Company uses the Black-Scholes method of valuing its options and stock appreciation rights. The Company values its restricted stock awards by reference to the Company’s stock price on the date of grant. The Company has elected to recognize compensation expense on a straight-line basis over the requisite service period of the entire award. The Company uses historical data of options with similar characteristics to estimate pre-vesting option forfeitures, as it believes that historical behavior patterns are the best indicators of future behavior patterns. Compensation expense related to share-based payments is included in selling, general and administrative expenses in the consolidated statements of operations and totaled approximately $2,595,000; $2,895,000 and $2,657,000, during the years ended December 31, 2012, 2011 and 2010, respectively. Related deferred tax benefits of approximately $955,000; $1,126,000 and $1,013,000, respectively, were recorded during the years ended December 31, 2012, 2011 and 2010. See Note 14 – Stockholders’ Equity for further information about the Company’s current share-based compensation programs.
Advertising	Advertising The Company’s advertising expense consists primarily of print media, online advertising, direct mail marketing and promotional material. Advertising costs are expensed as incurred and were approximately $3,186,000; $3,180,000 and $2,506,000 for the years ended December 31, 2012, 2011 and 2010, respectively. Direct response advertising costs associated with the Company’s education and training services are capitalized when the Company determines that there is a reasonable expectation that the cost of the incurred advertising will be recovered from the gross profit generated by the advertised event and expensed when the related event takes place. At December 31, 2012 and 2011, approximately $958,000 and $1,401,000, respectively, of these costs are included in prepaid expenses on the consolidated balance sheets.
Operating Leases	Operating Leases The Company accounts for all operating leases on a straight-line basis over the term of the lease. In accordance with the provisions of the Leases Topic of the FASB ASC, any incentives or rent escalations are recorded as deferred rent and amortized with rent expense over the respective lease term.
Income Taxes	Income Taxes The Company accounts for income taxes under the Income Taxes Topic of the FASB ASC. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company recognizes in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. See Note 13 - Income Taxes for further information.
Comprehensive (Loss) Income	Comprehensive (Loss) Income Total comprehensive (loss) income includes net income or loss, foreign currency translation adjustments, net changes in the fair value of hedging transactions, 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 ASC, assets and liabilities of these operations are translated at the exchange rates in effect on the balance sheet date. Income statement items are translated at the average exchange rates for the period. The cumulative impact of currency fluctuations related to the balance sheet translation is included in accumulated other comprehensive loss in the accompanying consolidated balance sheets and was approximately $3,083,000 and $3,351,000 at December 31, 2012 and 2011, respectively. The net change in fair value of marketable securities is included in accumulated other comprehensive loss in the accompanying consolidated balance sheets. The net change in fair value of marketable securities includes the reclassification of unrealized gains upon the sale of securities and gains or losses related to the change in fair value of the remaining marketable securities.
Fair Value Measurements	Fair Value Measurements The Company complies with the provisions of the Fair Value Measurements and Disclosures Topic of the FASB ASC, which defines fair value, establishes a framework for measuring fair value under U.S. generally accepted accounting principles and expands disclosures about fair value measurements. As of December 31, 2012 and 2011, the Company’s only financial assets/liabilities required to be measured on a recurring basis were its short and long-term cash investments, marketable securities and its deferred compensation liability. See Note 10 – Fair Value Measurements for relevant disclosures.
Interest Rate Swap Agreements	Interest Rate Swap Agreements The Derivatives and Hedging Topic of the FASB ASC requires the Company to recognize all derivative instruments as either assets or liabilities on the balance sheet at fair value. Gains or losses resulting from changes in the fair value of those derivatives are accounted for depending upon the use of the derivative and whether it qualifies for hedge accounting. The Company has used derivative instruments to manage the fluctuations in cash flows resulting from interest rate risk on variable-rate debt financing. The interest rate swap agreements were terminated effective October 9, 2010. See Note 9 - Interest Rate Swap Agreements for disclosures of interest rate swap agreements entered into in 2008, pursuant to the disclosure requirements of Derivatives and Hedging Topic of the FASB ASC.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In July 2012, the FASB issued ASU 2012-02, Intangibles — Goodwill and Other (Topic 350), Testing Indefinite-Lived Intangible Assets for Impairment, (ASU 2012-02), which is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. This ASU adds an optional qualitative assessment for determining whether an indefinite-lived intangible asset is impaired. Companies have the option to first perform a qualitative assessment to determine whether it is more likely than not (a likelihood of more than 50%) that an indefinite-lived intangible asset is impaired. If a company determines that it is more likely than not that the fair value of such an asset exceeds its carrying amount, it would not need to calculate the fair value of the asset in that year. However, if a company concludes otherwise, it must calculate the fair value of the asset, compare that value with its carrying amount and record an impairment charge, if any. The Company is currently evaluating the impact of this standard on its disclosures. In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02). (ASU 2013-02) adds new disclosure requirements for items reclassified out of accumulated other comprehensive income (AOCI), including (1) disaggregating and separately presenting changes in AOCI balances by component and (2) presenting significant items reclassified out of AOCI either on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. It does not amend any existing requirements for reporting net income or other comprehensive income in the financial statements. The ASU is effective for fiscal year beginning December 15, 2012 and interim periods within those years), and is to be applied prospectively. We do not currently anticipate that the adoption of this guidance will have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures; however, we will continue to assess through the effective date the future impact, if any, of this new accounting update to our consolidated financial statements.

Assets Held for Sale and Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2012

The following table represents the major classes of assets and liabilities related to assets held for sale as of December 31, 2012.

	December 31, 2012
Assets:
Accounts receivable, net	$	12,553,056
Other prepaid expenses		485,840
Other current assets		13,771
Property and Equipment, net		364,972
Goodwill		28,175,772
Other intangible assets, net		5,335,816
Other long-term assets		41,737
Total assets held for sale	$	46,970,964
Liabilities:
Accounts payable and accrued expenses	$	354,453
Accrued employee compensation and benefits		1,478,638
Other current liabilities		984,978
Other non-current liabilities		16,447
Total liabilities related to assets held for sale	$	2,834,516

Revenues and Components of Discontinued Operations, Net of Tax

The following table presents the revenues and the components of discontinued operations, net of tax:

	Years Ended December 31,
	2012			2011			2010
Revenue	$	67,626,715		$	64,608,763		$	61,957,286
(Loss) income before income taxes	$	(30,973,520	)	$	4,613,260		$	4,178,134
Income tax benefit (expense)		9,496,992			(2,063,050	)		(1,696,322	)
(Loss) income from discontinued operations	$	(21,476,528	)	$	2,550,210		$	2,481,812

Tabular disclosure of disposal groups, which may include the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the classification and carrying value of the assets and liabilities comprising the disposal group, and the segment in which the disposal group was reported. Also may include the amount of adjustments to amounts previously reported in discontinued operations such as resolution of contingencies arising from the disposal transaction or the operations of the component prior to disposal.

Acquired Intangible Assets

Goodwill and Other Identifiable Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2012

As of December 31, 2012 and 2011, the Company had the following acquired intangible assets:

	December 31, 2012						December 31, 2011
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets subject to amortization:
Databases	$	12,525,000	$	11,954,630	$	570,370	$	14,186,296	$	13,300,046	$	886,250
Customer relationships		26,904,000		13,089,055		13,814,945		34,937,322		14,933,877		20,003,445
Non-compete agreements		3,403,000		3,296,333		106,667		4,153,000		3,847,333		305,667
Trademark		—		—		—		340,000		340,000		—
	$	42,832,000	$	28,340,018	$	14,491,982	$	53,616,618	$	32,421,256	$	21,195,362
Intangible assets not subject to amortization:
Goodwill					$	62,712,109					$	143,343,521
Trademarks						48,701,331						52,053,211
					$	111,413,440					$	195,396,732

Estimated Annual Amortization Expense

Estimated annual amortization expense for continuing operations is as follows:

Year Ending December 31:
2013	$	2,210,222
2014		2,031,167
2015		1,876,222
2016		1,876,223
2017		1,831,481
Thereafter		4,666,667
	$	14,491,982

Changes in Carrying Amount of Goodwill by Segment

The changes in the carrying amount of goodwill by segment are as follows:

	Nurse and Allied Staffing Segment			Physician Staffing Segment		Clinical Trial Services Segment			Other Human Capital Management Services Segment		Total
Balances as of December 31, 2011:
Aggregate goodwill acquired	$	259,732,408		$	43,405,046	$	61,899,005		$	19,307,062	$	384,343,521
Accumulated impairment loss (a)		(241,000,000	)		—		—			—		(241,000,000	)
Goodwill, net of impairment loss (a)		18,732,408			43,405,046		61,899,005			19,307,062		143,343,521
Changes to aggregate goodwill in 2012:
Impairment charges (b)		(18,732,408	)		—		(33,970,756	)		—		(52,703,164	)
Foreign currency translation		—			—		247,523			—		247,523
Goodwill in assets held for sale (c)		—			—		(28,175,772	)		—		(28,175,772	)
Other		—			1		—			—		1
Balances as of December 31, 2012:
Aggregate goodwill acquired		259,732,408			43,405,047		62,146,528			19,307,062		384,591,045
Goodwill in assets held for sale (c)							(28,175,772	)				(28,175,772	)
Accumulated impairment loss (a) (b)		(259,732,408	)		—		(33,970,756	)		—		(293,703,164	)
Goodwill, net of impairment loss (a) (b)	$	—		$	43,405,047	$	—		$	19,307,062	$	62,712,109

_______________

(a)

A non-cash pretax impairment charge of approximately $241,000,000 was recorded to reduce the carrying value of goodwill to its estimated fair value in the fourth quarter of 2008 for its nurse and allied staffing business segment. The majority of the goodwill impairment was attributable to the Company’s initial capitalization in 1999, which was accounted for as an asset purchase (see Note 1 – Organization and Basis of Presentation), and subsequent nurse staffing acquisitions made through 2003.

(b)

In 2012, non-cash pretax impairment charges were recorded for the Company’s nurse and allied staffing and clinical trial services reporting units. See impairment review disclosures that follow.

(c)

The Company has reclassified the net assets of its clinical trials services reporting unit to assets held for sale, effective December 31, 2012 (See Note 3 – Assets Held for Sale).

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Accrued Compensation and Benefits

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2012

Property and Equipment

At December 31, 2012 and 2011, property and equipment consist of the following:

		December 31,
	Useful Lives	2012			2011
Computer equipment	3-5 years	$	12,373,042		$	12,268,989
Computer software	3-5 years		29,929,913			32,448,577
Office equipment	5-7 years		3,307,815			3,469,914
Furniture and fixtures	5-7 years		1,704,073			2,171,217
Leasehold improvements	(a)		2,837,740			3,316,926
			50,152,583			53,675,623
Less accumulated depreciation and amortization			(41,917,771	)		(41,657,234	)
		$	8,234,812		$	12,018,389

_______________

(a)	See Note 2 – Summary of Significant Accounting Policies.

Accrued Compensation and Benefits (Tables)

12 Months Ended

Dec. 31, 2012

At December 31, 2012 and 2011, accrued compensation and benefits consist of the following:

	December 31,
	2012		2011
Salaries and payroll taxes	$	6,931,650	$	6,680,258
Bonuses		1,648,979		2,795,293
Accrual for workers’ compensation claims		3,800,526		3,266,048
Accrual for health care benefits		2,005,486		1,586,260
Accrual for professional liability insurance		5,847,638		5,195,688
Accrual for vacation		1,415,954		1,550,129
	$	21,650,233	$	21,073,676

Long-Term Portion of Workers' Compensation and Professional Liability

Workers’ compensation and professional liability amounts are also included in the following accounts:

	December 31,
	2012		2011
Insurance recoveries receivable:
Insurance recovery for workers’ compensation (a)	$	2,427,994	$	2,004,881
Insurance recovery for professional liability (a)		3,055,895		2,736,648
	$	5,483,889	$	4,741,529
Other long-term assets:
Insurance recovery for workers’ compensation – long term (a)	$	3,694,006	$	2,369,119
Insurance recovery for professional liability – long term (a)		4,516,133		4,921,374
Long-term cash investments		––		819,570
Security deposits - long term		412,515		471,213
Marketable securities – long term		––		3,383
	$	8,622,654	$	8,584,659

	December 31,
	2012		2011
Other long-term liabilities:
Unrecognized tax benefits	$	4,655,720	$	4,053,774
Accrual for workers’ compensation claims (a)		5,748,506		4,081,952
Accrual for professional liability insurance (a)		10,598,836		11,681,968
Deferred compensation		1,471,091		1,322,114
Deferred rent		1,564,199		1,277,920
Other long-term liabilities		—		26,447
	$	24,038,352	$	22,444,175

(a) December 31, 2011 amounts for accrued workers’ compensation and professional liability balances are presented gross of related insurance recovery receivable.

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2012

Long-term Debt

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

	December 31,
	2012			2011
Term loan, interest at 2.72% and 2.28% at December 31, 2012 and 2011, respectively	$	23,125,000		$	41,451,056
Revolver credit facility, interest at 2.72% at December 31, 2012		10,000,000			—
Capital lease obligations and note payable		733,657			594,463
Total debt		33,858,657			42,045,519
Less current portion		(33,682,348	)		(16,997,533	)
Long-term debt	$	176,309		$	25,047,986

Aggregate Scheduled Maturities of Debt

As of December 31, 2012, the aggregate scheduled maturities of debt are as follows:

Through Year Ending December 31:	Term Debt		Revolver		Capital Leases and Note Payable
2013	$	23,125,000	$	10,000,000	$	557,347
2014		—		—		83,078
2015		—		—		65,409
2016		—		—		27,823
2017		—		—		—
Total	$	23,125,000	$	10,000,000	$	733,657

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Estimated Fair Values of Financial Assets and Liabilities Measured on a Recurring Basis

	Fair Value Measurements as of December 31, 2012						Fair Value Measurements as of December 31, 2011
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Financial Assets:
Marketable securities	$	—	$	—	$	—	$	3,383	$	3,383	$	—
Short-term cash investments	$	—	$	—	$	—	$	1,690,740	$	—	$	1,690,740
Long-term cash investments	$	—	$	—	$	—	$	819,571	$	—	$	819,571

Financial Liabilities:
Deferred compensation	$	1,471,091	$	1,471,091	$	—	$	1,322,114	$	1,322,114	$	—

Fair Value of Goodwill Measured On Non-Recurring Basis

The following table presents the fair value of goodwill, which is the most significant component of the assets held for sale, measured on a non-recurring basis for the Company’s clinical trial services reporting unit included in assets held for sale as of December 31, 2012:

Fair Value Measurements
(amounts in thousands)

(Level 3)
Clinical Trial Services segment
goodwill at December 31, 2012	$	28,175,722

Carrying Amounts and Estimated Fair Values of Significant Financial Instrument that were not Measured at Fair Value

The following table represents the carrying amounts and estimated fair values of the Company’s significant financial instruments that were not measured at fair value:

	December 31, 2012				December 31, 2011
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial Liabilities
Term loan and revolver credit facility	$	33,125,000	$	32,654,213	$	41,451,056	$	41,272,879

Tabular disclosure of the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such certain disclosures about the financial instruments, assets, and liabilities include: (1) the fair value of the required items together with their carrying amounts (as appropriate) and (2) the methodology and assumptions used in developing such estimates of fair value.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
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-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13467-108611

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=6447952&loc=d3e13220-108610

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
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-Subparagraph (a)
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 10
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13433-108611

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 19
-Subparagraph a, b, c(1), d(1)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 14
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15
-Subparagraph b-d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 18
-Subparagraph c(2), d, e, f
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32
-Subparagraph a, c(1), c(2), c(3), d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Future Minimum Lease Payments

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2012

Future minimum lease payments, as of December 31, 2012, associated with these agreements with terms of one year or more are as follows:

Through Year Ending December 31:
2013	$	4,726,124
2014		3,961,949
2015		3,498,209
2016		3,490,339
2017		2,597,514
Thereafter		889,099
	$	19,163,234

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Components of Income (Loss) Before Income Taxes

The components of the Company’s income (loss) before income taxes are as follows:

	Year Ended December 31,
	2012			2011		2010
United States	$	(28,599,481	)	$	1,384,963	$	(9,155,271	)
Foreign		1,704,623			2,232,123		1,205,537
	$	(26,894,858	)	$	3,617,086	$	(7,949,734	)

Components of Income Tax Expense (Benefit)

The components of the Company’s income tax expense (benefit) are as follows:

	Year Ended December 31,
	2012			2011			2010
Continuing operations:
Current
Federal	$	411,767		$	(29,716	)	$	(6,400,003	)
State		811,760			355,142			(800,753	)
Foreign		1,561,492			632,415			8,636
		2,785,019			957,841			(7,192,120	)
Deferred
Federal		(4,048,064	)		444,193			3,870,723
State		(5,251,385	)		681,076			628,338
Foreign		364,541			(13,663	)		—
Total		(8,934,908	)		1,111,606			4,499,061
	$	(6,149,889	)	$	2,069,447		$	(2,693,059	)

The total income tax provision is summarized as follows:
Continuing operations	$	(6,149,889	)	$	2,069,447		$	(2,693,059	)

Discontinued operations		(9,496,992	)		2,063,050			1,696,322
	$	(15,646,881	)	$	4,132,497		$	(996,737	)

Significant Components of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities are as follows:

	December 31,
	2012			2011
Current deferred tax assets (liabilities):
Accrued other and prepaid expenses	$	2,302,277		$	2,167,441
Accrued professional liability		92,430			(21,534	)
Allowance for doubtful accounts		808,466			527,169
Share-based compensation		1,958,566			2,120,225
Impairment charges		6,825,652			5,599,499
Other		986,247			665,129
Gross deferred tax assets		12,973,638			11,057,929
Valuation allowance		(412,731	)		(413,240	)
Deferred tax assets		12,560,907			10,644,689

Non-current deferred tax (liabilities) and assets:
Amortization		(96,557,251	)		(84,925,321	)
Depreciation		(89,115	)		(1,570,788	)
Identifiable intangibles		(2,409,238	)		(2,956,897	)
Impairment charges		95,555,155			78,388,111
Net operating loss carryforwards		23,616,558			13,315,803
Accrued workers’ compensation		768,617			603,668
Tax on unrepatriated earnings		(1,860,656	)		—
Other		778,739			352,256
Gross deferred tax assets		19,802,809			3,206,832
Valuation allowance		(3,620,181	)		(3,264,943	)
Deferred tax (liabilities) assets		16,182,628			(58,111	)
Net deferred taxes	$	28,743,535		$	10,586,578

Reconciliation of Income Tax Computed At U. S. Federal Statutory Rate to Income Tax (Benefit) Expense

The reconciliation of income tax computed at the U. S. federal statutory rate to income tax expense (benefit) is as follows:

	Year Ended December 31,
	2012			2011			2010
Tax at U.S. statutory rate	$	(9,413,200	)	$	1,266,166		$	(2,782,327	)
State taxes, net of federal benefit		(1,226,475	)		(64,608	)		(561,735	)
Non-deductible meals and entertainment		961,933			290,280			346,008
Foreign tax expense		(221,897	)		(162,448	)		(436,155	)
Valuation allowances		(43,657	)		367,068			356,063
Uncertain tax positions		647,720			174,045			749,747
Deferred tax rate differential		150,583			(107,057	)		175,010
Deferred tax write-offs (a)		—			301,765			—
Audit settlements		—			(391,822	)		—
Tax on unrepatriated earnings		2,004,596			—			—
Tax on repatriated earnings		519,072			—			—
Tax true ups and other		471,436			396,058			(539,670	)
Total income tax expense (benefit)	$	(6,149,889	)	$	2,069,447		$	(2,693,059	)

_______________

(a)	During the fourth quarter of 2011, the Company recorded deferred tax expense related to an overstatement of deferred tax assets for share-based payments of approximately $302,000 related to prior periods.

Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is approximately as follows:

	2012			2011
Balance at January 1	$	4,500,000		$	5,092,000
Additions based on tax positions related to the current year		852,000			1,034,000
Additions based on tax positions related to prior years		152,000			—
Reductions based on settlements of tax positions related to the prior year		(30,000	)		(799,000	)
Reductions for tax positions as a result of a lapse of the applicable statute of limitations		(263,000	)		(830,000	)
Other		(7,000	)		3,000
Balance at December 31	$	5,204,000		$	4,500,000

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2012

Awards Granted Under the 2007 Plan to Non-Employee Directors and Management Team

The following awards were granted under the 2007 Plan to the Company’s non-employee Directors and management team:

	Year Ended December 31,
	2012		2011	2010
Stock appreciation rights		344,500	261,500		254,000
Restricted stock		337,220	216,538		205,647

Summary of Share Option Plans Activities

The following table summarizes the Company’s activities with respect to its share option plans for the year ended 2012:

						Weighted-
					Weighted	Average
					Average	Remaining	Aggregate
					Exercise	Contractual	Intrinsic
	Shares			Option Price	Price	Life (in years)	Value
Share options outstanding at beginning of year		1,654,647		$7.44-$26.15	$10.88
Granted		344,500		$4.16-$4.35	$4.35
Exercised		—		—	—
Forfeited/expired		(76,391	)	$4.35-$26.15	$11.88
Share options outstanding at end of year		1,922,756		$4.16-$22.50	$9.67	3.83		$155,050
Share options exercisable at end of year		1,156,880		$7.44-$22.50	$11.88	2.8		—
Share options unvested at end of year		765,876		$4.16-$8.56	$6.34	5.38		$155,050

Stock Options and Stock Appreciation Rights Granted and Exercised

During the years ended December 31, 2012, 2011 and 2010, the Company issued options and stock appreciation rights at market price.

	Year Ended December 31,
	2012			2011			2010
Share option grants			344,500			261,500			254,000
Weighted average grant date fair value of options granted during the period		$	1.65		$	2.63		$	2.77
Total intrinsic value of options exercised		$	—		$	—		$	—

Assumptions Used to Estimate Fair Value of Options Granted

The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:

	Year Ended December 31,
	2012			2011			2010
Expected dividend yield		0.00	%		0.00	%		0.00	%
Expected volatility		47.00	%		42.00	%		41.00	%
Risk-free interest rate		0.58	%		1.33	%		1.75	%
Expected life	4.3 years			4.3 years			4.0 years

Summary of Restricted Stock Award Activity

The following table summarizes restricted stock award activity for the year ended December 31, 2012:

	Number of Shares			Weighted Average Grant Date Fair Value
Unvested restricted stock awards, January 1, 2012		532,360		$	8.19
Granted		337,220		$	4.35
Vested		(196,870	)	$	8.72
Forfeited		(11,062	)	$	7.75
Unvested restricted stock awards at December 31, 2012		661,648		$	6.08

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2012

Components of Numerator and Denominator for Computation of Basic and Diluted Earnings per Share

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

	Year Ended December 31,
	2012			2011		2010
(Loss) Income from continuing operations	$	(20,744,969	)	$	1,547,639	$	(5,256,675	)
(Loss) income from discontinued operations, net of tax		(21,476,528	)		2,550,210		2,481,812
Net (loss) income	$	(42,221,497	)	$	4,097,849	$	(2,774,863	)

Basic (loss) income per common share:
Continuing operations	$	(0.67	)	$	0.05	$	(0.17	)
Discontinued operations		(0.70	)		0.08		0.08
Net (loss) income	$	(1.37	)	$	0.13	$	(0.09	)

Diluted (loss) income per common share:
Continuing operations	$	(0.67	)	$	0.05	$	(0.17	)
Discontinued operations		(0.70	)		0.08		0.08
Net (loss) income	$	(1.37	)	$	0.13	$	(0.09	)

Weighted-average number of shares outstanding-basic		30,842,723			31,146,165		31,060,426
Plus dilutive equity awards		—			45,851		—
Weighted-average number of shares outstanding-diluted		30,842,723			31,192,016		31,060,426

Segment Information (Tables)

12 Months Ended

Dec. 31, 2012

Information on Operating Segments and Reconciliation to Income From Operations

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

	Year ended December 31,
	2012			2011(c)		2010(c)
Revenue from unaffiliated customers:
Nurse and allied staffing	$	277,753,525		$	278,793,599	$	242,159,564
Physician staffing		123,545,045			118,780,800		121,598,252
Other human capital management services		41,336,576			41,803,061		42,846,423
	$	442,635,146		$	439,377,460	$	406,604,239
Contribution income (a):
Nurse and allied staffing	$	13,202,369		$	22,440,525	$	21,383,098
Physician staffing		10,651,879			11,320,076		13,052,219
Other human capital management services		1,943,628			3,172,282		3,767,868
		25,797,876			36,932,883		38,203,185

Unallocated corporate overhead		24,415,565			22,662,725		21,559,561
Depreciation		4,904,845			5,965,002		7,121,712
Amortization		2,263,556			2,393,722		2,567,804
Impairment charges (b)		18,732,407			—		10,764,000
(Loss) income from continuing operations	$	(24,518,497	)	$	5,911,434	$	(3,809,892	)

_______________

(a)

(b)

(c)

Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2012

Quarterly Financial Data

	First Quarter (c)			Second Quarter (a) (c)			Third Quarter (a) (c)			Fourth Quarter (a) (c)
2012
Revenue from services	$	109,799,496		$	108,847,135		$	112,257,707		$	111,730,808
Gross profit	$	29,049,682		$	27,136,129		$	27,455,827		$	27,943,467

Income (loss) from continuing operations, net of tax	$	361,955		$	(18,841,283	)	$	719,539		$	(2,985,180	)
(Loss) income from discontinued operations, net of tax	$	(946,322	)	$	4,337,450		$	(18,319,626	)	$	(6,548,030	)
Net (loss) income	$	(584,367	)	$	(14,503,833	)	$	(17,600,087	)	$	(9,533,210	)

Basic (loss) income per share from:
Continuing operations	$	0.01		$	(0.61	)	$	0.02		$	(0.10	)
Discontinuing operations		(0.03	)		0.14			(0.59	)		(0.21	)
Net (loss) income	$	(0.02	)	$	(0.47	)	$	(0.57	)	$	(0.31	)

Diluted (loss) income per share from:
Continuing operations	$	0.01		$	(0.61	)	$	0.02		$	(0.10	)
Discontinuing operations		(0.03	)		0.14			(0.59	)		(0.21	)
Net (loss) income	$	(0.02	)	$	(0.47	)	$	(0.57	)	$	(0.31	)

	First Quarter (c)			Second Quarter (c)		Third Quarter (c)		Fourth Quarter (b) (c)
2011
Revenue from services	$	106,414,324		$	109,556,962	$	114,415,193	$	108,990,981
Gross profit	$	28,542,260		$	29,985,572	$	30,709,455	$	30,151,444

(Loss) income from continuing operations, net of tax	$	(168,426	)	$	1,098,281	$	810,328	$	(192,544	)
(Loss) income from discontinued operations, net of tax	$	375,185		$	474,908	$	975,682	$	724,435
Net (loss) income	$	206,759		$	1,573,189	$	1,786,010	$	531,891

Basic (loss) income per share from:
Continuing operations	$	0.00		$	0.04	$	0.03	$	0.00
Discontinuing operations		0.01			0.01		0.03		0.02
Net (loss) income	$	0.01		$	0.05	$	0.06	$	0.02

Diluted (loss) income per share from:
Continuing operations	$	0.00		$	0.04	$	0.03	$	0.00
Discontinuing operations		0.01			0.01		0.03		0.02
Net (loss) income	$	0.01		$	0.05	$	0.06	$	0.02

________________

(a)

(b)

(c)	The consolidated financial statements of the Company have been reclassified in all periods presented to reflect the discontinued operations of the Company’s clinical trial services business segment. See Note 3 – Assets Held for Sale and Discontinued Operations.

Organization and Basis of Presentation- Narrative (Detail)	Jul. 29, 1999 USD ($)
Business Acquisition [Line Items]
Purchase price of acquisition	$ 189,000,000
Acquired assets less assumed liabilities fair market value	$ 167,537,000

Summary of Significant Accounting Policies - Narrative (Detail)	1 Months Ended				12 Months Ended
	Oct. 30, 2012 USD ($)	Oct. 31, 2009 USD ($)	Oct. 01, 2008 USD ($)	Oct. 31, 2004 USD ($)	Dec. 31, 2012 USD ($) Claim	Dec. 31, 2011 USD ($) Claim	Dec. 31, 2010 USD ($)	Sep. 30, 2009 USD ($)	Jan. 31, 2013 USD ($)
Significant Accounting Policies [Line Items]
Concentration of credit risk					No single customer accounted for more than 3% of the Company's revenue during 2012, 4% of revenue during 2011 and 5% of revenue during 2010.
Aggregate revenue of single customer					3.00%	4.00%	5.00%
Outstanding standby letters of credit as collateral					$ 6,899,000	$ 7,049,000
Outstanding workers' compensation benefit claims \| Claim					105	100
Outstanding professional liability claims \| Claim					80	72
Accrued revenue					$ 9,816,000	$ 9,296,000
Equity compensation					2,594,523	2,895,012	$ 2,656,904
Deferred tax benefits related to share based compensation					955,000	1,126,000	1,013,000
Advertising costs					3,186,000	3,180,000	$ 2,506,000
Prepaid expenses, advertising					958,000	1,401,000
Cumulative impact of currency fluctuations					3,083,000	3,351,000
Occurrence-Based Professional Liability Insurance [Member] \| Healthcare professionals (excluding MDA) [Member]
Significant Accounting Policies [Line Items]
Professional liability policy coverage			$ 2,000,000
Aggregate professional liability policy coverage			$ 4,000,000
Occurrence-Based Professional Liability Insurance [Member] \| MDA Holdings Inc [Member]
Significant Accounting Policies [Line Items]
Professional liability policy coverage					1,000,000
Aggregate professional liability policy coverage					3,000,000
Deductible					$ 500,000
Name of the captive insurer					Jamestown Indemnity Ltd
Country of captive Insurer					Cayman Island
Letter of credit for malpractice claims					$ 5,533,000
Claims-Made Professional Liability Insurance [Member] \| MedStaff, Inc [Member]
Significant Accounting Policies [Line Items]
Professional liability policy coverage								$ 2,000,000
Aggregate professional liability policy coverage								4,000,000
Deductible								$ 25,000
Other Current Liabilities [Member]
Significant Accounting Policies [Line Items]
Deferred revenue					1,574,000	$ 1,521,000
Primary Professional Liability Insurance [Member] \| Occurrence-Based Professional Liability Insurance [Member]
Significant Accounting Policies [Line Items]
Professional liability policy coverage	$ 1,000,000
Aggregate professional liability policy coverage	3,000,000
Primary Professional Liability Insurance [Member] \| Occurrence-Based Professional Liability Insurance [Member] \| Healthcare professionals (excluding MDA) [Member]
Significant Accounting Policies [Line Items]
Professional liability policy coverage		$ 1,000,000
Aggregate professional liability policy coverage		3,000,000
Excess Coverage Professional Liability Insurance [Member] \| Occurrence-Based Professional Liability Insurance [Member]
Significant Accounting Policies [Line Items]
Professional liability policy coverage	1,000,000
Aggregate professional liability policy coverage	$ 6,000,000
Excess Coverage Professional Liability Insurance [Member] \| Occurrence-Based Professional Liability Insurance [Member] \| All working nurses and allied healthcare professionals of Cross Country Travcorps [Member]
Significant Accounting Policies [Line Items]
Professional liability policy coverage		1,000,000
Aggregate professional liability policy coverage		6,000,000
Excess Coverage Professional Liability Insurance [Member] \| Occurrence-Based Professional Liability Insurance [Member] \| MedStaff, Inc [Member]
Significant Accounting Policies [Line Items]
Professional liability policy coverage		1,000,000
Aggregate professional liability policy coverage		$ 3,000,000
Individual Professional Liability Insurance [Member] \| Occurrence-Based Professional Liability Insurance [Member] \| Healthcare professionals (excluding MDA) [Member]
Significant Accounting Policies [Line Items]
Professional liability policy coverage				$ 2,000,000
Umbrella Liability Insurance [Member] \| Occurrence-Based Professional Liability Insurance [Member] \| Non-patient General Liability [Member]
Significant Accounting Policies [Line Items]
Deductible					250,000
Umbrella Liability Insurance [Member] \| Occurrence-Based Professional Liability Insurance [Member] \| Employee Liability [Member]
Significant Accounting Policies [Line Items]
Deductible					1,000,000
Umbrella Liability Insurance [Member] \| Occurrence-Based Professional Liability Insurance [Member] \| Non-owned Hired Auto Liability [Member]
Significant Accounting Policies [Line Items]
Deductible					1,000,000
Umbrella Liability Insurance [Member] \| Occurrence-Based Professional Liability Insurance [Member] \| Clinical Trial Errors and Omissions Liability [Member]
Significant Accounting Policies [Line Items]
Professional liability policy coverage					5,000,000
Deductible					500,000
Umbrella Liability Insurance [Member] \| Occurrence-Based Professional Liability Insurance [Member] \| Healthcare professionals (excluding MDA) [Member]
Significant Accounting Policies [Line Items]
Professional liability policy coverage					5,000,000
Aggregate professional liability policy coverage					$ 10,000,000
Term Loan Facility [Member]
Significant Accounting Policies [Line Items]
Debt issuance deferred cost, amortization period					5 years
Top Five Customers [Member]
Significant Accounting Policies [Line Items]
Percentage of outstanding accounts receivable from major customers					12.00%	11.00%
Foreign Investments [Member] \| Other long-term assets [Member]
Significant Accounting Policies [Line Items]
Time deposits with original maturities greater than one year					$ 0	$ 820,000
Minimum [Member]
Significant Accounting Policies [Line Items]
Contract terms					30 days
Short term leases period					3 months
Estimated useful life of assets					3 years
Intangible assets- useful life						5 years
Minimum [Member] \| Computer software [Member]
Significant Accounting Policies [Line Items]
Estimated useful life of assets					3 years
Maximum [Member]
Significant Accounting Policies [Line Items]
Contract terms					60 days
Short term leases period					6 months
Estimated useful life of assets					7 years
Intangible assets- useful life						15 years
Maximum [Member] \| Computer software [Member]
Significant Accounting Policies [Line Items]
Estimated useful life of assets					5 years
Professional Malpractice Liability Insurance [Member] \| Occurrence-Based Professional Liability Insurance [Member] \| MDA Holdings Inc [Member]
Significant Accounting Policies [Line Items]
Letter of credit for malpractice claims									$ 5,000,000

Carrying Amounts of Major Classes of Assets and Liabilities Related to Assets Held for Sale (Detail)	Dec. 31, 2012 USD ($)
Assets:
Accounts receivable, net	$ 12,553,056
Other prepaid expenses	485,840
Other current assets	13,771
Property and Equipment, net	364,972
Goodwill	28,175,772
Other intangible assets, net	5,335,816
Other long-term assets	41,737
Total assets held for sale	46,970,964
Liabilities:
Accounts payable and accrued expenses	354,453
Accrued employee compensation and benefits	1,478,638
Other current liabilities	984,978
Other non-current liabilities	16,447
Total liabilities related to assets held for sale	$ 2,834,516

Revenues And Components Of Discontinued Operations (Detail) - USD ($)

3 Months Ended

12 Months Ended

Dec. 31, 2012

^[1],[2]

Sep. 30, 2012

^[1],[2]

Jun. 30, 2012

^[1],[2]

Mar. 31, 2012

^[2]

Dec. 31, 2011

^[2],[3]

Sep. 30, 2011

^[2]

Jun. 30, 2011

^[2]

Mar. 31, 2011

^[2]

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Revenue

$ 67,626,715

$ 64,608,763

$ 61,957,286

(Loss) income before income taxes

(30,973,520)

4,613,260

4,178,134

Income tax benefit (expense)

9,496,992

(2,063,050)

(1,696,322)

(Loss) income from discontinued operations

$ (6,548,030)

$ (18,319,626)

$ 4,337,450

$ (946,322)

$ 724,435

$ 975,682

$ 474,908

$ 375,185

$ (21,476,528)

$ 2,550,210

$ 2,481,812

[1]	During the second, third and fourth quarters of 2012, the Company recorded impairment charges of approximately $18,732,407, $23,500,000 and $11,900,000, respectively. Refer to discussion in Note 4 - Goodwill and Other Identifiable Intangible Assets and Note 3 - Assets Held for Sale and Discontinued Operations.
[2]	The consolidated financial statements of the Company have been reclassified in all periods presented to reflect the discontinued operations of the Company's clinical trial services business segment. See Note 3 - Assets Held for Sale and Discontinued Operations.
[3]	During the fourth quarter of 2011, the Company accrued a pretax liability related to non-income tax matters of approximately $668,000, which is included in selling, general and administrative expenses on the consolidated statements of operations. In addition, the Company recorded approximately $302,000 of deferred tax expense related to an overstatement of deferred tax assets in prior periods. Refer to discussion in Note 12 - Commitments and Contingencies and Note 13- Income Taxes.

Overall income (loss) from a disposal group that is classified as a component of the entity, before income tax, reported as a separate component of income before extraordinary items. Includes the following (before income tax): income (loss) from operations during the phase-out period, gain (loss) on disposal, provision (or any reversals of earlier provisions) for loss on disposal, and adjustments of a prior period gain (loss) on disposal.

Tax effect allocated to a disposal group that is classified as a component of the entity reported as a separate component of income before extraordinary items. Includes the tax effects of the following: income (loss) from operations during the phase-out period, gain (loss) on disposal, provision (or any reversals of earlier provisions) for loss on disposal, and adjustments of a prior period gain (loss) on disposal.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b),(c)
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1361-107760

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32672-109319

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 20
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=18498875&loc=d3e38679-109324

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e957-107759

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 144
-Paragraph 47
-Subparagraph c
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 46
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 144
-Paragraph 43
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Amount of income (loss) from a disposal group, net of income tax, reported as a separate component of income before extraordinary items after deduction or consideration of the amount allocable to noncontrolling interests. Includes, net of tax, income (loss) from operations during the phase-out period, gain (loss) on disposal, provision (or any reversals of earlier provisions) for loss on disposal, and adjustments of a prior period gain (loss) on disposal.

Assets Held for Sale and Discontinued Operations (Detail) - USD ($)

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Sep. 30, 2012

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Trademark impairment charge

$ 11,900,000

$ 23,500,000

$ 18,732,408

$ 52,703,164

^[1]

54,132,407

$ 10,764,000

Income from operations

(30,973,520)

$ 4,613,260

$ 4,178,134

Clinical trial services [Member]

Clinical trial services [Member] | Segment, Discontinued Operations [Member]

^[1]

33,970,756

Clinical trial services [Member] | Segment, Discontinued Operations [Member] | Trademarks [Member]

$ 11,900,000

$ 22,100,000

34,000,000

Income from operations

4,516,000

Trademark impairment charge

$ 1,400,000

[1]	In 2012, non-cash pretax impairment charges were recorded for the Company's nurse and allied staffing and clinical trial services reporting units. See impairment review disclosures that follow.

Loss recognized during the period that results from the write-down of goodwill after comparing the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. Goodwill is assessed at least annually for impairment.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13854-109267

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6388280&loc=d3e13777-109266

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 72
-Subparagraph d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 43
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 20
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph e
-Clause 5
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 47
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]

Acquired Intangible Assets (Detail) - USD ($)

Dec. 31, 2012

Dec. 31, 2011

Intangible assets subject to amortization, gross carrying amount

$ 42,832,000

$ 53,616,618

Intangible assets subject to amortization, accumulated amortization

28,340,018

32,421,256

Intangible assets subject to amortization, net carrying amount

14,491,982

21,195,362

Intangible assets not subject to amortization, net

^[1]

62,712,109

^[2]

143,343,521

Trademarks

48,701,331

52,053,211

111,413,440

195,396,732

Database Rights [Member]

Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]

Intangible assets subject to amortization, gross carrying amount

12,525,000

14,186,296

Intangible assets subject to amortization, accumulated amortization

11,954,630

13,300,046

Intangible assets subject to amortization, net carrying amount

570,370

886,250

Customer Relationships [Member]

Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]

Intangible assets subject to amortization, gross carrying amount

26,904,000

34,937,322

Intangible assets subject to amortization, accumulated amortization

13,089,055

14,933,877

Intangible assets subject to amortization, net carrying amount

13,814,945

20,003,445

Noncompete Agreements [Member]

Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]

Intangible assets subject to amortization, gross carrying amount

3,403,000

4,153,000

Intangible assets subject to amortization, accumulated amortization

3,296,333

3,847,333

Intangible assets subject to amortization, net carrying amount

$ 106,667

305,667

Trademarks [Member]

Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]

Intangible assets subject to amortization, gross carrying amount

340,000

Intangible assets subject to amortization, accumulated amortization

$ 340,000

[1]

[2]

In 2012, non-cash pretax impairment charges were recorded for the Company's nurse and allied staffing and clinical trial services reporting units. See impairment review disclosures that follow.

Estimated Annual Amortization Expense (Detail) - USD ($)	Dec. 31, 2012	Dec. 31, 2011
Expected Amortization Expense [Line Items]
2013	$ 2,210,222
2014	2,031,167
2015	1,876,222
2016	1,876,223
2017	1,831,481
Thereafter	4,666,667
Intangible assets subject to amortization, net carrying amount	$ 14,491,982	$ 21,195,362

Changes in Carrying Amount of Goodwill by Segment (Detail) - USD ($)

3 Months Ended

12 Months Ended

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2008

Foreign currency translation

$ (11,900,000)

$ (23,500,000)

$ (18,732,408)

$ (52,703,164)

^[1]

247,523

^[2]

(28,175,772)

Other

384,591,045

$ 384,343,521

Accumulated impairment loss

^[2]

(28,175,772)

(293,703,164)

^[1],[3]

(293,703,164)

^[1],[3]

(241,000,000)

^[3]

$ (241,000,000)

Goodwill, net of impairment loss

^[1],[3]

62,712,109

Nurse and allied staffing [Member]

^[1]

(18,732,408)

Accumulated impairment loss

259,732,408

^[3]

(259,732,408)

^[1]

(259,732,408)

^[1]

(241,000,000)

Physician staffing [Member]

Other

Goodwill, net of impairment loss

43,405,047

43,405,046

^[1],[3]

43,405,047

Clinical trial services [Member]

Foreign currency translation

^[1]

(33,970,756)

247,523

^[2]

(28,175,772)

62,146,528

61,899,005

Accumulated impairment loss

^[2]

(28,175,772)

^[1],[3]

(33,970,756)

Other human capital management services [Member]

Goodwill, net of impairment loss

19,307,062

$ 19,307,062

^[1],[3]

$ 19,307,062

[1]	In 2012, non-cash pretax impairment charges were recorded for the Company's nurse and allied staffing and clinical trial services reporting units. See impairment review disclosures that follow.
[2]	The Company has reclassified the net assets of its clinical trials services reporting unit to assets held for sale, effective December 31, 2012 (See Note 3 - Assets Held for Sale).
[3]	A non-cash pretax impairment charge of approximately $241,000,000 was recorded to reduce the carrying value of goodwill to its estimated fair value in the fourth quarter of 2008 for its nurse and allied staffing business segment. The majority of the goodwill impairment was attributable to the Company's initial capitalization in 1999, which was accounted for as an asset purchase (see Note 1 - Organization and Basis of Presentation), and subsequent nurse staffing acquisitions made through 2003.

Changes in Carrying Amount of Goodwill by Segment (Parenthetical) (Detail) - USD ($)

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2008

Goodwill [Line Items]

Non-cash pretax charge of goodwill

$ 293,703,164

^[1],[2]

$ 241,000,000

^[1]

$ 241,000,000

[1]

[2]

In 2012, non-cash pretax impairment charges were recorded for the Company's nurse and allied staffing and clinical trial services reporting units. See impairment review disclosures that follow.

Goodwill and Other Identifiable Intangible Assets - Narrative (Detail) - USD ($)

3 Months Ended

12 Months Ended

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Dec. 31, 2012

Dec. 31, 2010

Goodwill and Intangible Assets Disclosure [Line Items]

$ 11,900,000

$ 23,500,000

$ 18,732,408

$ 52,703,164

^[1]

Income Approach Valuation Technique [Member]

$ 54,132,407

$ 10,764,000

Goodwill and Intangible Assets Disclosure [Line Items]

Forecast period used to calculate discounted cash flows

10 years

Terminal value growth rate

2.50%

Income Approach Valuation Technique [Member] | Minimum [Member]

Goodwill and Intangible Assets Disclosure [Line Items]

Cash flow discount rates

11.00%

Income Approach Valuation Technique [Member] | Maximum [Member]

Goodwill and Intangible Assets Disclosure [Line Items]

Cash flow discount rates

18.70%

Market Approach Valuation Technique [Member]

Goodwill and Intangible Assets Disclosure [Line Items]

Percentage assumed - weighting to revenue multiples

50.00%

Percentage assumed - weighting to EBITDA multiples

50.00%

Market Approach Valuation Technique [Member] | Minimum [Member]

Goodwill and Intangible Assets Disclosure [Line Items]

Total enterprise value/revenue multiples

0.5

Total enterprise value/EBITDA multiples

5.0

Market Approach Valuation Technique [Member] | Maximum [Member]

Goodwill and Intangible Assets Disclosure [Line Items]

Total enterprise value/revenue multiples

1.0

Total enterprise value/EBITDA multiples

10.3

Trademarks [Member] | MDA Holdings Inc [Member]

Goodwill and Intangible Assets Disclosure [Line Items]

Physician staffing [Member]

10,764,000

Goodwill and Intangible Assets Disclosure [Line Items]

Goodwill and other intangible assets, impairment test, fair value in excess of carrying amount, percent

28.60%

Physician staffing [Member] | Trademarks [Member]

Goodwill and Intangible Assets Disclosure [Line Items]

Nurse and allied staffing [Member]

10,037,000

Goodwill and Intangible Assets Disclosure [Line Items]

Goodwill and other intangible assets, impairment test, fair value in excess of carrying amount, percent

^[1]

$ 18,732,408

13.50%

Nurse and allied staffing [Member] | Income Approach Valuation Technique [Member]

Goodwill and Intangible Assets Disclosure [Line Items]

Percentage assumed - weighting to revenue multiples

50.00%

Percentage assumed - weighting to EBITDA multiples

50.00%

Nurse and allied staffing [Member] | Trademarks [Member]

Goodwill and Intangible Assets Disclosure [Line Items]

Education And Training [Member]

$ 727,000

Goodwill and Intangible Assets Disclosure [Line Items]

Goodwill and other intangible assets, impairment test, fair value in excess of carrying amount, percent

92.00%

Education And Training [Member] | Income Approach Valuation Technique [Member]

Goodwill and Intangible Assets Disclosure [Line Items]

Percentage assumed - weighting to revenue multiples

50.00%

Percentage assumed - weighting to EBITDA multiples

50.00%

Retained Search [Member]

Goodwill and Intangible Assets Disclosure [Line Items]

Goodwill and other intangible assets, impairment test, fair value in excess of carrying amount, percent

25.60%

[1]	In 2012, non-cash pretax impairment charges were recorded for the Company's nurse and allied staffing and clinical trial services reporting units. See impairment review disclosures that follow.

Acquisitions - Narrative (Detail) - USD ($)	3 Months Ended		12 Months Ended
Acquisitions - Narrative (Detail) - USD ($)	Jun. 30, 2010	Jun. 30, 2009	Dec. 31, 2010	Dec. 31, 2012	Dec. 31, 2011
Business Acquisition, Contingent Consideration [Line Items]
Payments to acquire businesses net of cash acquired			$ 12,826,184
MDA Holdings Inc [Member]
Business Acquisition, Contingent Consideration [Line Items]
Release from escrow account			$ 3,541,000
Remaining escrow deposit balance				$ 3,566,000	$ 3,566,000
Related to the 2008 performance [Member] \| MDA Holdings Inc [Member]
Business Acquisition, Contingent Consideration [Line Items]
Payments to acquire businesses net of cash acquired		$ 6,748,000
Related to the 2009 performance [Member] \| MDA Holdings Inc [Member]
Business Acquisition, Contingent Consideration [Line Items]
Payments to acquire businesses net of cash acquired	$ 12,826,000

Property and Equipment (Detail) - USD ($)	12 Months Ended
Property and Equipment (Detail) - USD ($)	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Computer software	$ 29,929,913	$ 32,448,577
Office equipment	3,307,815	3,469,914
Furniture and fixtures	1,704,073	2,171,217
Leasehold improvements	2,837,740	3,316,926
Property and equipment	50,152,583	53,675,623
Less accumulated depreciation and amortization	(41,917,771)	(41,657,234)
Property and equipment, net of accumulated depreciation and amortization of $41,917,771 in 2012 and $41,657,234 in 2011	$ 8,234,812	12,018,389
Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 12,373,042	$ 12,268,989
Computer Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Computer Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Computer software [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Computer software [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Office Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Office Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years
Furniture and Fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Furniture and Fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years

Accrued Compensation And Benefits (Detail) - USD ($)	Dec. 31, 2012	Dec. 31, 2011
Accounts Payable and Accrued Liabilities [Line Items]
Salaries and payroll taxes	$ 6,931,650	$ 6,680,258
Bonuses	1,648,979	2,795,293
Accrual for workers' compensation claims	3,800,526	3,266,048
Accrual for health care benefits	2,005,486	1,586,260
Accrual for professional liability insurance	5,847,638	5,195,688
Accrual for vacation	1,415,954	1,550,129
Accrued compensation and benefits	$ 21,650,233	$ 21,073,676

Carrying value as of the balance sheet date of obligations incurred and payable for incentive compensation awarded to employees and directors or earned by them based on the terms of one or more relevant arrangements. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

Carrying value as of the balance sheet date of the obligations incurred through that date and payable for employees' services provided. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

Carrying value as of the balance sheet date of obligations incurred and payable for unused vacation time owed to employees based on the entity's vacation benefit given to its employees. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

Insurance recovery for workers' compensation

Workers' Compensation And Professional Liability (Detail) - USD ($)

Dec. 31, 2012

Dec. 31, 2011

Insurance recoveries receivable:

^[1]

$ 2,427,994

$ 2,004,881

Insurance recovery for professional liability

^[1]

3,055,895

2,736,648

Insurance recovery receivable

5,483,889

4,741,529

Other long-term liabilities:

Unrecognized tax benefits

4,655,720

4,053,774

Accrual for workers' compensation claims

^[1]

5,748,506

4,081,952

Accrual for professional liability insurance

^[1]

10,598,836

11,681,968

Deferred compensation

1,471,091

1,322,114

Deferred rent

1,564,199

1,277,920

Other long-term liabilities

26,447

Other long-term liabilities

$ 24,038,352

$ 22,444,175

[1]	December 31, 2011 amounts for accrued workers' compensation and professional liability balances are presented gross of related insurance recovery receivable.

Other Long-Term Assets (Detail) - USD ($)

Dec. 31, 2012

Dec. 31, 2011

Other long-term assets:

Insurance recovery for workers' compensation - long term

^[1]

$ 3,694,006

$ 2,369,119

Insurance recovery for professional liability - long term

^[1]

4,516,133

4,921,374

Long-term cash investments

819,570

Security deposits - long term

412,515

471,213

Marketable securities - long term

3,383

Other long-term assets

$ 8,622,654

$ 8,584,659

[1]	December 31, 2011 amounts for accrued workers' compensation and professional liability balances are presented gross of related insurance recovery receivable.

Long- Term Debt (Detail) - USD ($)	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Term loan, interest at 2.72% and 2.28% at December 31, 2012 and 2011, respectively	$ 23,125,000	$ 41,451,056
Revolver credit facility, interest at 2.72% at December 31, 2012	10,000,000
Capital lease obligations and note payable	733,657	594,463
Total debt	33,858,657	42,045,519
Less current portion	(33,682,348)	(16,997,533)
Long-term debt	$ 176,309	$ 25,047,986

Long- Term Debt (Parenthetical) (Detail)	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Term loan, interest	2.72%	2.28%
Revolver credit facility, interest rate	2.72%

Aggregate Scheduled Maturities of Debt (Detail)	Dec. 31, 2012 USD ($)
Term Loan Facility [Member]
Debt Instrument [Line Items]
2013	$ 23,125,000
2014
2015
2016
2017
Total	23,125,000
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
2013	10,000,000
2014
2015
2016
2017
Total	10,000,000
Capital Lease and Note Payable [Member]
Debt Instrument [Line Items]
2013	557,347
2014	83,078
2015	65,409
2016	27,823
2017
Total	$ 733,657

Long-Term Debt - Narrative (Detail)				3 Months Ended		12 Months Ended
Long-Term Debt - Narrative (Detail)	Jan. 09, 2013 USD ($) yr	Dec. 31, 2012 USD ($)	Jul. 10, 2012 USD ($) yr	Mar. 31, 2013 USD ($)	Sep. 30, 2012 USD ($)	Dec. 31, 2012 USD ($) shares	Dec. 31, 2011 USD ($) shares
Debt Instrument [Line Items]
Consolidated leverage ratio, minimum		1.50				1.50	1.50
Mandatory prepayment in excess cash flow		50.00%				50.00%
Stock repurchase and retirement (in shares) \| shares						71,653	427,043
Stock repurchase and retirement						$ 374,248	$ 2,234,585
Debt covenant permitted acquisitions							20,000,000
Permitted acquisition, aggregate cash and non-cash consideration, maximum							$ 50,000,000
Debt financing costs						279,005
Deferred financing fees, capitalized						962,000
Consolidated leverage ratio, maximum					2.75
Fixed charge coverage ratio, minimum					1.25
Loss on modification of debt						(81,503)
Minimum [Member]
Debt Instrument [Line Items]
Mandatory prepayment in excess cash flow							50.00%
Senior Secured Asset Based Loan Agreement [Member]
Debt Instrument [Line Items]
Debt financing costs				$ 269,000
Write off debt issuance cost				$ 1,025,000
Scenario One- Limitation to repurchase stocks and pay dividends [Member]
Debt Instrument [Line Items]
Credit facility, remaining borrowing capacity							$ 40,000,000
Cumulative consolidated net income							50.00%
Scenario One- Limitation to repurchase stocks and pay dividends [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Maximum allowable stock repurchase							$ 25,000,000
Debt/EBITDA ratio							1.00
Scenario Two- Limitation to repurchase stocks and pay dividends [Member]
Debt Instrument [Line Items]
Maximum allowable stock repurchase							$ 2,500,000
Scenario Two- Limitation to repurchase stocks and pay dividends [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Debt/EBITDA ratio							2.00
Scenario Two- Limitation to repurchase stocks and pay dividends [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Debt/EBITDA ratio							1.00
Term Loan Facility [Member]
Debt Instrument [Line Items]
Credit facility borrowing capacity			$ 25,000,000				$ 50,000,000
Line of credit facility, term \| yr			5
Amount borrowed						$ 25,000,000
Term Loan Facility [Member] \| LIBOR [Member]
Debt Instrument [Line Items]
Interest margin		2.50%				2.50%	2.00%
Term Loan Facility [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Interest margin		1.50%				1.50%	1.00%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility borrowing capacity			$ 50,000,000				$ 50,000,000
Quarterly commitment fee on the average daily unused portion		0.50%					0.625%
Credit facility, remaining borrowing capacity							$ 37,418,162
Line of credit facility, term \| yr			5
Line of credit facility, additional borrowing capacity			$ 25,000,000
Amount borrowed						$ 11,000,000
Revolving Credit Facility [Member] \| Senior Secured Asset Based Loan Agreement [Member]
Debt Instrument [Line Items]
Line of credit facility, term \| yr	3
Line of credit facility, additional borrowing capacity	$ 20,000,000
Fixed charge coverage ratio, minimum	1.0
Credit facility borrowing capacity	$ 65,000,000
Aggregate amount of advances under the line of credit (borrowing base)	$ 65,000,000
Line of credit facility, eligible billed accounts receivable per the loan agreement	85.00%
Line of credit facility, eligible unbilled accounts receivable per the loan agreement	85.00%
Line of credit facility, eligible borrowing of unbilled accounts receivable	$ 12,000,000
Performance pricing adjustments, commencing date	Sep. 01, 2013
Debt Instrument, Interest Rate Increase	0.0200
Required percentage of aggregate amount of the commitment	12.50%
Required minimum availability under credit facility to avoid negative covenants	$ 6,250,000
Revolving Credit Facility [Member] \| LIBOR [Member]
Debt Instrument [Line Items]
Interest margin		2.50%				2.50%	3.50%
Revolving Credit Facility [Member] \| LIBOR [Member] \| Senior Secured Asset Based Loan Agreement [Member]
Debt Instrument [Line Items]
Interest margin	1.50%
Revolving Credit Facility [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Interest margin		1.50%				1.50%	2.50%
Revolving Credit Facility [Member] \| Base Rate [Member] \| Senior Secured Asset Based Loan Agreement [Member]
Debt Instrument [Line Items]
Interest margin	0.50%
Standby Letters of Credit [Member]
Debt Instrument [Line Items]
Letters of credit outstanding		$ 12,432,000				$ 12,432,000	$ 12,581,838
Line of credit facility, additional borrowing capacity					$ 1,000,000
Standby Letters of Credit [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit, subfacility for standby letters of credit			20,000,000				$ 20,000,000
Standby Letters of Credit [Member] \| Revolving Credit Facility [Member] \| Senior Secured Asset Based Loan Agreement [Member]
Debt Instrument [Line Items]
Line of credit, subfacility for standby letters of credit	$ 20,000,000
Swingline loans [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit, subfacility for swingline loans			$ 10,000,000
Line of credit facility, additional borrowing capacity					3,000,000
Line of Credit Facility, maximum amount outstanding					$ 10,000,000
Swingline loans [Member] \| Revolving Credit Facility [Member] \| Senior Secured Asset Based Loan Agreement [Member]
Debt Instrument [Line Items]
Subfacility loans percentage up to aggregate revolver commitments	10.00%

Interest Rate Swap Agreement - Narrative (Detail)	1 Months Ended	3 Months Ended			12 Months Ended
Interest Rate Swap Agreement - Narrative (Detail)	Oct. 31, 2008 USD ($) Contract	Mar. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)	Sep. 30, 2009 USD ($)	Dec. 31, 2009 USD ($)
Derivative [Line Items]
Number of interest rate swap agreements \| Contract	2
Prepayment of term loan borrowing		$ 4,000,000	$ 5,000,000	$ 22,500,000
Interest expense (for the ineffective portion)					$ 229,820
Interest expense (for the ineffective portion), net					139,000
Fair value of the interest rate swap agreements			1,427,073		1,427,073
Other comprehensive loss (for the effective portion)					1,197,247
Deferred tax benefits			470,885		470,885
Accumulated other comprehensive loss related to swap agreements			$ 726,362		$ 726,362
Interest Rate Swap [Member]
Derivative [Line Items]
Interest rate swap agreement effective date	Oct. 09, 2008
Interest rate swap agreement termination date	Oct. 09, 2010
Term loan facility	$ 125,000,000
Variable interest rate exposure of term loan facility	40.00%
Notional amount of interest rate derivatives	$ 50,000,000
Terms of interest rate derivatives	2 years
Receive variable rate spread rate	1 month LIBOR, with no exchanges of notional amounts
Fixed interest on term debt	3.04%
Term debt with fixed interest	$ 70,000,000
Interest Rate Swap [Member] \| Interest Rate Swap 3.1625 Percent Fixed Rate [Member]
Derivative [Line Items]
Notional amount of interest rate derivatives	$ 50,000,000
Fixed rate on notional amount	3.1625%
Interest Rate Swap [Member] \| Interest Rate Swap 2.75 Percent Fixed Rate [Member]
Derivative [Line Items]
Notional amount of interest rate derivatives	$ 20,000,000
Fixed rate on notional amount	2.75%

Estimated Fair values Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($)	Dec. 31, 2012	Dec. 31, 2011
Marketable securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Assets		$ 3,383
Short-term cash investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Assets		1,690,740
Long-term cash investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Assets		819,571
Deferred compensation [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities	$ 1,471,091	1,322,114
Fair Value, Inputs, Level 1 [Member] \| Marketable securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Assets		3,383
Fair Value, Inputs, Level 1 [Member] \| Deferred compensation [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities	$ 1,471,091	1,322,114
Fair Value, Inputs, Level 2 [Member] \| Short-term cash investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Assets		1,690,740
Fair Value, Inputs, Level 2 [Member] \| Long-term cash investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Assets		$ 819,571

Estimated Fair Value of Goodwill Measured On Nonrecurring Basis (Detail) $ in Thousands	Dec. 31, 2012 USD ($)
Clinical trial services [Member] \| Fair Value, Measurements, Nonrecurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Goodwill	$ 28,175,722

Carrying Amounts and Estimated Fair Values of Significant Financial Instrument that were not Measured at Fair Value (Detail) - Fair Value, Inputs, Level 2 [Member] - USD ($)	Dec. 31, 2012	Dec. 31, 2011
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Financial Liabilities
Term loan and revolver credit facility	$ 33,125,000	$ 41,451,056
Estimate of Fair Value, Fair Value Disclosure [Member]
Financial Liabilities
Term loan and revolver credit facility	$ 32,654,213	$ 41,272,879

Employee Benefit Plans - Narrative (Detail) - USD ($)	12 Months Ended
Employee Benefit Plans - Narrative (Detail) - USD ($)	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Company contribution net of forfeitures	$ 556,000
Deferred compensation liabilities	$ 1,471,091	$ 1,322,114

Future Minimum Lease Payments (Detail)	Dec. 31, 2012 USD ($)
Operating Leased Assets [Line Items]
2013	$ 4,726,124
2014	3,961,949
2015	3,498,209
2016	3,490,339
2017	2,597,514
Thereafter	889,099
Operating Leases, Future Minimum Payments Due, Total	$ 19,163,234

Commitment and Contingencies - Narrative (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Loss Contingencies [Line Items]
Operating lease expense		$ 5,791,000	$ 6,159,000	$ 6,277,000
Pretax liability related to the non-income tax matters	$ 668,000	1,019,000	526,000
Maureen Petray and Carina Higareda v. MedStaff, Inc. [Member] \| New Hanover Regional Medical Center [Member]
Loss Contingencies [Line Items]
Contingent liability for litigation claim		2,000,000
Insurance receivable from uncontested portion		1,250,000
Tax Years 2008 to 2010 [Member]
Loss Contingencies [Line Items]
Pretax liability related to the non-income tax matters			$ 395,000
Tax Years 2005 to 2011 [Member]
Loss Contingencies [Line Items]
Pretax liability related to the non-income tax matters		$ 301,000

Components of Income (Loss) Before Income Taxes (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule of Components of Income Before Income Tax Expense (Benefit) [Line Items]
United States	$ (28,599,481)	$ 1,384,963	$ (9,155,271)
Foreign	1,704,623	2,232,123	1,205,537
(Loss) income from continuing operations before income taxes	$ (26,894,858)	$ 3,617,086	$ (7,949,734)

Components of Income Tax Expense (Benefit) (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Current
Federal	$ 411,767	$ (29,716)	$ (6,400,003)
State	811,760	355,142	(800,753)
Foreign	1,561,492	632,415	8,636
Current Income Tax Expense (Benefit), Total	2,785,019	957,841	(7,192,120)
Deferred
Federal	(4,048,064)	444,193	3,870,723
State	(5,251,385)	681,076	628,338
Foreign	364,541	(13,663)
Total	(8,934,908)	1,111,606	4,499,061
Total income tax expense (benefit)	(6,149,889)	2,069,447	(2,693,059)
Continuing operations	(6,149,889)	2,069,447	(2,693,059)
Discontinued operations	(9,496,992)	2,063,050	1,696,322
Income tax expense (benefit), continuing operations, discontinued operations, total	$ (15,646,881)	$ 4,132,497	$ (996,737)

Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($)	Dec. 31, 2012	Dec. 31, 2011
Current deferred tax assets (liabilities):
Accrued other and prepaid expenses	$ 2,302,277	$ 2,167,441
Accrued professional liability	92,430	(21,534)
Allowance for doubtful accounts	808,466	527,169
Share-based compensation	1,958,566	2,120,225
Impairment charges	6,825,652	5,599,499
Other	986,247	665,129
Gross deferred tax assets	12,973,638	11,057,929
Valuation allowance	(412,731)	(413,240)
Deferred tax assets	12,560,907	10,644,689
Non-current deferred tax (liabilities) and assets:
Amortization	(96,557,251)	(84,925,321)
Depreciation	(89,115)	(1,570,788)
Identifiable intangibles	(2,409,238)	(2,956,897)
Impairment charges	95,555,155	78,388,111
Net operating loss carryforwards	23,616,558	13,315,803
Accrued workers' compensation	768,617	603,668
Tax on unrepatriated earnings	(1,860,656)
Other	778,739	352,256
Gross deferred tax assets	19,802,809	3,206,832
Valuation allowance	(3,620,181)	(3,264,943)
Deferred tax (liabilities) assets	16,182,628	(58,111)
Net deferred taxes	$ 28,743,535	$ 10,586,578

Income Taxes - Narrative (Detail) - USD ($)	12 Months Ended
Income Taxes - Narrative (Detail) - USD ($)	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Contingency [Line Items]
Federal, state and foreign net operating loss carryforwards	$ 53,844,000	$ 30,724,000
Deferred tax assets related to the impairment of goodwill and other intangible assets	$ 102,381,000
Tax years remain open for examination	2004, 2005, and 2008 through 2011
Undistributed foreign earnings	$ 9,528,000
Deferred liabilities on undistributed foreign earnings	1,371,000
Tax on unrepatriated earnings	2,004,596
Unrecognized tax benefits, which would affect the effective tax rate	4,700,000	4,030,000
Gross increases in current year unrecognized tax	1,004,000
Gross decreases in current year unrecognized tax related to prior year uncertain positions and the closure of tax years	300,400
Recognized interest and penalties	124,000	27,000	$ 33,000
Unrecognized tax benefit accrued interest and penalties	$ 886,000	711,000
Internal Revenue Service (IRS) [Member]
Income Tax Contingency [Line Items]
Operating loss carryforwards expiration dates	Expire between 2030 and 2032
State and Local Jurisdiction [Member]
Income Tax Contingency [Line Items]
Operating loss carryforwards expiration dates	Expire between 2013 and 2032
UNITED KINGDOM
Income Tax Contingency [Line Items]
Effective tax rate	27.00%
INDIA
Income Tax Contingency [Line Items]
Effective tax rate	34.00%
Repatriated amount of foreign earnings	$ 3,268,000
Tax on unrepatriated earnings	$ 633,000
INDIA \| Cross Country Infotech Private, Ltd [Member]
Income Tax Contingency [Line Items]
Tax holiday entitlement percentage	100.00%
Tax holiday expiration date	March 2011
Tax holiday, reduction to the income tax	$ 0	$ 178,000	$ 502,000

Reconciliation of Income Tax Computed At U. S. Federal Statutory Rate to Income Tax (Benefit) Expense (Detail) - USD ($)

3 Months Ended

12 Months Ended

Dec. 31, 2011

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Income Tax Contingency [Line Items]

Tax at U.S. statutory rate

$ (9,413,200)

$ 1,266,166

$ (2,782,327)

State taxes, net of federal benefit

(1,226,475)

(64,608)

(561,735)

Non-deductible meals and entertainment

961,933

290,280

346,008

Foreign tax expense

(221,897)

(162,448)

(436,155)

Valuation allowances

(43,657)

367,068

356,063

Uncertain tax positions

647,720

174,045

749,747

Deferred tax rate differential

150,583

(107,057)

175,010

Deferred tax write-offs

$ 301,765

301,765

^[1]

Audit settlements

(391,822)

Tax on unrepatriated earnings

2,004,596

Tax on repatriated earnings

519,072

Tax true ups and other

471,436

396,058

(539,670)

Total income tax expense (benefit)

$ (6,149,889)

$ 2,069,447

$ (2,693,059)

[1]	During the fourth quarter of 2011, the Company recorded deferred tax expense related to an overstatement of deferred tax assets for share based payments of approximately $302,000 related to prior periods.

Reconciliation of Beginning and Ending Balance of Unrecognized Tax Benefits (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Tax Contingency [Line Items]
Balance at January 1	$ 4,500,000	$ 5,092,000
Additions based on tax positions related to the current year	852,000	1,034,000
Additions based on tax positions related to prior years	152,000
Reductions based on settlements of tax positions related to the prior year	(30,000)	(799,000)
Reductions for tax positions as a result of a lapse of the applicable statute of limitations	(263,000)	(830,000)
Other	(7,000)	3,000
Balance at December 31	$ 5,204,000	$ 4,500,000

Stockholders' Equity- Narrative (Detail) - USD ($)				12 Months Ended
Stockholders' Equity- Narrative (Detail) - USD ($)	Jan. 09, 2013	Nov. 15, 2006	Apr. 14, 2005	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Feb. 28, 2008	Nov. 30, 2004	Oct. 25, 2001
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock authorized for stock repurchase program							1,500,000
Stock repurchase and retirement(in shares)				71,653	427,043
Shares repurchased, average price per share				$ 5.22	$ 5.23
Stock repurchase and retirement				$ 374,248	$ 2,234,585
Common stock left remaining to repurchase under the plan				942,443
Share options outstanding at end of year				1,922,756	1,654,647
Shares options outstanding vested or expected to vest				1,802,207
Shares options outstanding vested or expected to vest ,intrinsic value				$ 134,090
Shares options outstanding vested or expected to vest -weighted average exercise price				$ 9.88
Shares options outstanding vested or expected to vest -weighted average contractual life				3 years 8 months 27 days
Pretax total unrecognized compensation cost related to share options				$ 1,118,096
Pretax total unrecognized compensation cost related to share options- period				2 years 3 months 25 days
Registration of common stock held by three existing shareholders								11,403,455
Public offering shares		4,000,000	4,172,868
Senior Secured Asset Based Loan Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate stock repurchase amount	$ 5,000,000
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pretax total unrecognized compensation cost related to share options- period				2 years 6 months
Pretax of total unrecognized compensation cost related to non-vested restricted stock awards				$ 2,637,763
Fair value of shares vested				$ 944,976	$ 1,190,000	$ 988,000
2007 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate number of common stock shares authorized for issuance				3,500,000
2007 Stock Incentive Plan [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of the fair market value of common stock				100.00%
2007 Stock Incentive Plan [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock expiration period				10 years
2007 Stock Incentive Plan [Member] \| Ten Percent Or More Stockholders [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of the fair market value of common stock				110.00%
2007 Stock Incentive Plan [Member] \| Ten Percent Or More Stockholders [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock expiration period				5 years
2007 Stock Incentive Plan [Member] \| Not Appreciation Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate number of common stock shares authorized for issuance				1,700,000
2007 Stock Incentive Plan [Member] \| Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock vesting percentage per year				25.00%
Stock vesting period				4 years
2007 Stock Incentive Plan [Member] \| Stock Appreciation Rights (SARs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock expiration period				7 years
Stock vesting percentage per year				25.00%
Stock vesting period				4 years
The 1999 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate number of common stock shares authorized for issuance									4,398,001

Awards Granted Under the 2007 Plan to Non-Employee Directors and Management Team (Detail) - shares	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock appreciation rights	344,500	261,500	254,000
Stock Appreciation Rights (SARs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock appreciation rights	344,500	261,500	254,000
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock	337,220	216,538	205,647

Summary of Company's Share Option Plans Activities (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share options outstanding at end of year	$ 155,050
Share options exercisable at end of year
Share options unvested at end of year	$ 155,050
Share options outstanding at end of year	3 years 9 months 29 days
Share options exercisable at end of year	2 years 9 months 18 days
Share options unvested at end of year	5 years 4 months 17 days
Share options outstanding at beginning of year	$ 10.88
Granted	4.35
Exercised
Forfeited/expired	11.88
Share options outstanding at end of year	9.67	$ 10.88
Share options exercisable at end of year	11.88
Share options unvested at end of year	$ 6.34
Share options outstanding at beginning of year	1,654,647
Granted	344,500	261,500	254,000
Exercised
Forfeited/expired	(76,391)
Share options outstanding at end of year	1,922,756	1,654,647
Share options exercisable at end of year	1,156,880
Share options unvested at end of year	765,876
Share options outstanding at beginning of year
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option price, lower limit	$ 7.44
Option price, upper limit	26.25
Granted
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option price, lower limit	4.16
Option price, upper limit	4.35
Exercised
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercised
Forfeited/expired
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option price, lower limit	4.35
Option price, upper limit	26.15
Share options outstanding at end of year
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option price, lower limit	4.16
Option price, upper limit	22.50
Share options exercisable at end of year
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option price, lower limit	7.44
Option price, upper limit	22.50
Share options unvested at end of year
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option price, lower limit	4.16
Option price, upper limit	$ 8.56

Stock Options and Stock Appreciation Rights Granted and Exercised (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share option grants	344,500	261,500	254,000
Weighted average grant date fair value of options granted during the period	$ 1.65	$ 2.63	$ 2.77
Total intrinsic value of options exercised

Assumptions Used to Estimate Fair Value of Options Granted Using Black-Scholes Option-Pricing Model (Detail)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%	0.00%
Expected volatility	47.00%	42.00%	41.00%
Risk-free interest rate	0.58%	1.33%	1.75%
Expected life	4 years 3 months 18 days	4 years 3 months 18 days	4 years

Summary of Restricted Stock Award Activity (Detail) - Restricted Stock [Member] - $ / shares	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Number of Shares
Unvested restricted stock awards, beginning balance	532,360
Granted	337,220	216,538	205,647
Vested	(196,870)
Forfeited	(11,062)
Unvested restricted stock awards, ending balance	661,648	532,360
Weighted average grant date fair value
Unvested restricted stock awards, January 1, 2012	$ 8.19
Granted	4.35
Vested	8.72
Forfeited	7.75
Unvested restricted stock awards at December 31, 2012	$ 6.08	$ 8.19

Earnings Per Share - Narrative (Detail) - shares	12 Months Ended
Earnings Per Share - Narrative (Detail) - shares	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock shares that have been excluded from the per share calculation	2,033,632	1,962,265	2,093,202
Dilutive shares excluded due to net loss	47,258		99,081

Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Antidilution
-URI http://asc.fasb.org/extlink&oid=6505113

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Diluted Earnings Per Share
-URI http://asc.fasb.org/extlink&oid=6510752

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Contingent Stock Agreement
-URI http://asc.fasb.org/extlink&oid=6508534

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 40
-Subparagraph c
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 13, 14
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 07-4
-Paragraph 4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 171
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]

Components of Numerator and Denominator for Computation of Basic and Diluted Earnings per Share (Detail) - USD ($)

3 Months Ended

12 Months Ended

Dec. 31, 2012

^[1],[2]

Sep. 30, 2012

^[1],[2]

Jun. 30, 2012

^[1],[2]

Mar. 31, 2012

^[2]

Dec. 31, 2011

^[2],[3]

Sep. 30, 2011

^[2]

Jun. 30, 2011

^[2]

Mar. 31, 2011

^[2]

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

(Loss) income from discontinued operations, net of tax

$ (2,985,180)

$ 719,539

$ (18,841,283)

$ 361,955

$ (192,544)

$ 810,328

$ 1,098,281

$ (168,426)

$ (20,744,969)

$ 1,547,639

$ (5,256,675)

(6,548,030)

(18,319,626)

4,337,450

(946,322)

724,435

975,682

474,908

375,185

(21,476,528)

2,550,210

2,481,812

Basic (loss) income per common share:

$ (9,533,210)

$ (17,600,087)

$ (14,503,833)

$ (584,367)

$ 531,891

$ 1,786,010

$ 1,573,189

$ 206,759

$ (42,221,497)

$ 4,097,849

$ (2,774,863)

$ (0.10)

$ 0.02

$ (0.61)

$ 0.01

$ 0.00

$ 0.03

$ 0.04

$ 0.00

$ (0.67)

$ 0.05

$ (0.17)

(0.21)

(0.59)

0.14

(0.03)

0.02

0.03

0.01

(0.70)

0.08

Diluted (loss) income per common share:

(0.31)

(0.57)

(0.47)

(0.02)

0.02

0.06

0.05

0.01

(1.37)

0.13

(0.09)

(0.10)

0.02

(0.61)

0.01

0.00

0.03

0.04

0.00

(0.67)

0.05

(0.17)

(0.21)

(0.59)

0.14

(0.03)

0.02

0.03

0.01

(0.70)

0.08

Weighted-average number of shares outstanding-basic

$ (0.31)

$ (0.57)

$ (0.47)

$ (0.02)

$ 0.02

$ 0.06

$ 0.05

$ 0.01

$ (1.37)

$ 0.13

$ (0.09)

30,842,723

31,146,165

31,060,426

Plus dilutive equity awards

45,851

Weighted-average number of shares outstanding-diluted

30,842,723

31,192,016

31,060,426

[1]	During the second, third and fourth quarters of 2012, the Company recorded impairment charges of approximately $18,732,407, $23,500,000 and $11,900,000, respectively. Refer to discussion in Note 4 - Goodwill and Other Identifiable Intangible Assets and Note 3 - Assets Held for Sale and Discontinued Operations.
[2]	The consolidated financial statements of the Company have been reclassified in all periods presented to reflect the discontinued operations of the Company's clinical trial services business segment. See Note 3 - Assets Held for Sale and Discontinued Operations.
[3]	During the fourth quarter of 2011, the Company accrued a pretax liability related to non-income tax matters of approximately $668,000, which is included in selling, general and administrative expenses on the consolidated statements of operations. In addition, the Company recorded approximately $302,000 of deferred tax expense related to an overstatement of deferred tax assets in prior periods. Refer to discussion in Note 12 - Commitments and Contingencies and Note 13- Income Taxes.

Related Party Transactions - Narrative (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Related Party Transaction [Line Items]
Revenue- related party transaction	$ 3,804,000	$ 2,097,000	$ 964,000
Account receivable due from related parties	$ 570,000	$ 586,000

For an unclassified balance sheet, amount of receivables arising from transactions with related parties.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k)(1))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03.(a),3)
-URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 3
-Subparagraph a
-Article 5

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph k
-Subparagraph 1
-Article 4

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 2
-Subparagraph d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 3
-Article 7

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]

Information on Operating Segments and Reconciliation to Income From Operations (Detail) - USD ($)

3 Months Ended

12 Months Ended

Dec. 31, 2012

^[1],[2]

Sep. 30, 2012

^[1],[2]

Jun. 30, 2012

^[1],[2]

Mar. 31, 2012

^[2]

Dec. 31, 2011

^[2],[3]

Sep. 30, 2011

^[2]

Jun. 30, 2011

^[2]

Mar. 31, 2011

^[2]

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

$ 111,730,808

$ 112,257,707

$ 108,847,135

$ 109,799,496

$ 108,990,981

$ 114,415,193

$ 109,556,962

$ 106,414,324

$ 442,635,146

$ 439,377,460

^[4]

$ 406,604,239

^[4]

Unallocated corporate overhead

^[5]

25,797,876

36,932,883

^[4]

38,203,185

^[4]

24,415,565

22,662,725

^[4]

21,559,561

^[4]

5,566,184

6,790,677

8,043,548

3,381,743

3,493,408

3,850,867

54,132,407

10,764,000

Nurse and allied staffing [Member]

(24,518,497)

5,911,434

^[4]

(3,809,892)

^[4]

Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]

277,753,525

278,793,599

^[4]

242,159,564

^[4]

Physician staffing [Member]

13,202,369

22,440,525

^[4]

21,383,098

^[4]

Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]

123,545,045

118,780,800

^[4]

121,598,252

^[4]

Other human capital management services [Member]

10,651,879

11,320,076

^[4]

13,052,219

^[4]

Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]

41,336,576

41,803,061

^[4]

42,846,423

^[4]

Segment, Continuing Operations [Member]

1,943,628

3,172,282

^[4]

3,767,868

^[4]

Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]

4,904,845

5,965,002

^[4]

7,121,712

^[4]

2,263,556

$ 2,393,722

^[4]

2,567,804

^[4]

Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]

^[6]

$ 18,732,407

$ 10,764,000

^[4]

[1]	During the second, third and fourth quarters of 2012, the Company recorded impairment charges of approximately $18,732,407, $23,500,000 and $11,900,000, respectively. Refer to discussion in Note 4 - Goodwill and Other Identifiable Intangible Assets and Note 3 - Assets Held for Sale and Discontinued Operations.
[2]	The consolidated financial statements of the Company have been reclassified in all periods presented to reflect the discontinued operations of the Company's clinical trial services business segment. See Note 3 - Assets Held for Sale and Discontinued Operations.
[3]	During the fourth quarter of 2011, the Company accrued a pretax liability related to non-income tax matters of approximately $668,000, which is included in selling, general and administrative expenses on the consolidated statements of operations. In addition, the Company recorded approximately $302,000 of deferred tax expense related to an overstatement of deferred tax assets in prior periods. Refer to discussion in Note 12 - Commitments and Contingencies and Note 13- Income Taxes.
[4]	Prior periods have been restated to conform to the 2012 presentation of the Company's clinical trial services business segment from continuing operations to discontinued operations. See Note 3 - Assets Held for Sale and Discontinued Operations.
[5]	The Company defines contribution income as income from operations before depreciation, amortization, impairment charges and corporate expenses not specifically identified to a reporting segment. Contribution income is used by management when assessing segment performance and is provided in accordance with the Segment Reporting Topic of the FASB ASC.
[6]	During the years ended December 31, 2012 and 2010, the Company recognized pretax impairment charges in its continuing operations of $18,732,407 and $10,764,000, respectively. Refer to discussion in Note 4-Goodwill and Other Identifiable Intangible Assets.

Information on Operating Segments and Reconciliation to Income From Operations (Parenthetical) (Detail) - USD ($)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2010

Segment, Continuing Operations [Member]

$ 54,132,407

$ 10,764,000

Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]

Quarterly Financial Information [Line Items]

^[1]

$ 18,732,407

$ 10,764,000

^[2]

[1]	During the years ended December 31, 2012 and 2010, the Company recognized pretax impairment charges in its continuing operations of $18,732,407 and $10,764,000, respectively. Refer to discussion in Note 4-Goodwill and Other Identifiable Intangible Assets.
[2]	Prior periods have been restated to conform to the 2012 presentation of the Company's clinical trial services business segment from continuing operations to discontinued operations. See Note 3 - Assets Held for Sale and Discontinued Operations.

Quarterly Financial Data (Unaudited) (Detail) - USD ($)

3 Months Ended

12 Months Ended

Dec. 31, 2012

^[1]

Sep. 30, 2012

^[1]

Jun. 30, 2012

^[1]

Mar. 31, 2012

Dec. 31, 2011

^[3]

Sep. 30, 2011

Jun. 30, 2011

Mar. 31, 2011

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Revenue from services

$ 111,730,808

^[2]

$ 112,257,707

^[2]

$ 108,847,135

^[2]

$ 109,799,496

^[2]

$ 108,990,981

^[2]

$ 114,415,193

^[2]

$ 109,556,962

^[2]

$ 106,414,324

^[2]

$ 442,635,146

$ 439,377,460

^[4]

$ 406,604,239

^[4]

Gross profit

^[2]

27,943,467

27,455,827

27,136,129

29,049,682

30,151,444

30,709,455

29,985,572

28,542,260

(Loss) income from continuing operations, net of tax

(2,985,180)

^[2]

719,539

^[2]

(18,841,283)

^[2]

361,955

^[2]

(192,544)

^[2]

810,328

^[2]

1,098,281

^[2]

(168,426)

^[2]

(20,744,969)

1,547,639

(5,256,675)

(Loss) income from discontinued operations, net of tax

(6,548,030)

^[2]

(18,319,626)

^[2]

4,337,450

^[2]

(946,322)

^[2]

724,435

^[2]

975,682

^[2]

474,908

^[2]

375,185

^[2]

(21,476,528)

2,550,210

2,481,812

$ (9,533,210)

^[2]

$ (17,600,087)

^[2]

$ (14,503,833)

^[2]

$ (584,367)

^[2]

$ 531,891

^[2]

$ 1,786,010

^[2]

$ 1,573,189

^[2]

$ 206,759

^[2]

$ (42,221,497)

$ 4,097,849

$ (2,774,863)

Basic (loss) income per share from:

$ (0.10)

^[2]

$ 0.02

^[2]

$ (0.61)

^[2]

$ 0.01

^[2]

$ 0.00

^[2]

$ 0.03

^[2]

$ 0.04

^[2]

$ 0.00

^[2]

$ (0.67)

$ 0.05

$ (0.17)

Discontinuing operations

(0.21)

^[2]

(0.59)

^[2]

0.14

^[2]

(0.03)

^[2]

0.02

^[2]

0.03

^[2]

0.01

^[2]

0.01

^[2]

(0.70)

0.08

Diluted (loss) income per share from:

(0.31)

^[2]

(0.57)

^[2]

(0.47)

^[2]

(0.02)

^[2]

0.02

^[2]

0.06

^[2]

0.05

^[2]

0.01

^[2]

(1.37)

0.13

(0.09)

(0.10)

^[2]

0.02

^[2]

(0.61)

^[2]

0.01

^[2]

0.00

^[2]

0.03

^[2]

0.04

^[2]

0.00

^[2]

(0.67)

0.05

(0.17)

Discontinuing operations

(0.21)

^[2]

(0.59)

^[2]

0.14

^[2]

(0.03)

^[2]

0.02

^[2]

0.03

^[2]

0.01

^[2]

0.01

^[2]

(0.70)

0.08

Quarterly Financial Information [Line Items]

$ (0.31)

^[2]

$ (0.57)

^[2]

$ (0.47)

^[2]

$ (0.02)

^[2]

$ 0.02

^[2]

$ 0.06

^[2]

$ 0.05

^[2]

$ 0.01

^[2]

$ (1.37)

$ 0.13

$ (0.09)

[1]	During the second, third and fourth quarters of 2012, the Company recorded impairment charges of approximately $18,732,407, $23,500,000 and $11,900,000, respectively. Refer to discussion in Note 4 - Goodwill and Other Identifiable Intangible Assets and Note 3 - Assets Held for Sale and Discontinued Operations.
[2]	The consolidated financial statements of the Company have been reclassified in all periods presented to reflect the discontinued operations of the Company's clinical trial services business segment. See Note 3 - Assets Held for Sale and Discontinued Operations.
[3]	During the fourth quarter of 2011, the Company accrued a pretax liability related to non-income tax matters of approximately $668,000, which is included in selling, general and administrative expenses on the consolidated statements of operations. In addition, the Company recorded approximately $302,000 of deferred tax expense related to an overstatement of deferred tax assets in prior periods. Refer to discussion in Note 12 - Commitments and Contingencies and Note 13- Income Taxes.
[4]	Prior periods have been restated to conform to the 2012 presentation of the Company's clinical trial services business segment from continuing operations to discontinued operations. See Note 3 - Assets Held for Sale and Discontinued Operations.

Quarterly Financial Data (Unaudited) (Parenthetical) (Detail) - USD ($)

3 Months Ended

12 Months Ended

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Dec. 31, 2011

Dec. 31, 2012

Dec. 31, 2011

Goodwill impairment charges

$ 11,900,000

$ 23,500,000

$ 18,732,408

$ 52,703,164

^[1]

Pretax liability related to the non-income tax matters

$ 668,000

$ 1,019,000

$ 526,000

Deferred tax expense related to an overstatement of deferred tax assets

$ 301,765

^[2]

[1]	In 2012, non-cash pretax impairment charges were recorded for the Company's nurse and allied staffing and clinical trial services reporting units. See impairment review disclosures that follow.
[2]	During the fourth quarter of 2011, the Company recorded deferred tax expense related to an overstatement of deferred tax assets for share based payments of approximately $302,000 related to prior periods.

Allowance for Doubtful Accounts [Member]

Subsequent Events (Detail) - Segment, Discontinued Operations [Member]	Feb. 15, 2013 USD ($)
Subsequent Event [Line Items]
Cash payment to pay down outstanding loan amount	$ 29.3
Clinical trial services [Member]
Subsequent Event [Line Items]
Cash Proceeds from sale of businesses	48,147,324
Aggregate amount of selling prices	52,000,000
Earn out consideration	3,750,000
Indemnification escrow account funded	$ 3,750,000

VALUATION AND QUALIFYING ACCOUNTS (Detail) - USD ($)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Valuation and Qualifying Accounts Disclosure [Line Items]

Balance at Beginning of Period

$ 2,180,125

$ 3,500,968

$ 4,544,954

Charged to Costs and Expenses

786,107

578,805

293,795

Write-offs

(912,797)

(1,903,539)

(1,343,854)

Recoveries

16,076

3,891

6,073

Other Changes

^[1]

(228,375)

Balance at End of Period

1,841,136

2,180,125

3,500,968

Valuation Allowance of Deferred Tax Assets [Member]

Valuation and Qualifying Accounts Disclosure [Line Items]

Balance at Beginning of Period

3,678,183

3,311,831

2,955,768

Charged to Costs and Expenses

^[2]

354,729

366,352

356,063

Balance at End of Period

$ 4,032,912

$ 3,678,183

$ 3,311,831

[1]	Represents the reclassification of the allowance for doubtful accounts related to Assets Held for Sale. See Note 3 - Assets Held for Sale and Discontinued Operations.
[2]	Related to deferred tax assets on state net operating losses and a particular subsidiary's state portion of its deferred tax asset that arose from goodwill impairment

Label

Element

Value

Nurse And Allied Staffing [Member]

Clinical Trial Services [Member]

us-gaap_Goodwill

$ 18,732,408

Other Human Capital Management Services [Member]

us-gaap_Goodwill

61,899,005

Physician Staffing [Member]

us-gaap_Goodwill

19,307,062

us-gaap_Goodwill

$ 43,405,046

[1]

Carrying amount as of the balance sheet date, which is the cumulative amount paid and (if applicable) the fair value of any noncontrolling interest in the acquiree, adjusted for any amortization recognized prior to the adoption of any changes in generally accepted accounting principles (as applicable) and for any impairment charges, in excess of the fair value of net assets acquired in one or more business combination transactions.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6388280&loc=d3e13770-109266

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph e
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 43
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 72
-Subparagraph d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph e
-Clause 1
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 68
-Subparagraph l
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 34
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.