View Filing Data

Direct operating expenses

$ 118,091

$ 110,316

^[1]

Operating expenses:

87,641

81,440

Selling, general and administrative expenses

29,455

27,065

Bad debt expense

432

422

Depreciation

^[2]

974

1,022

^[1]

Amortization

^[2]

785

566

^[1]

Acquisition and integration costs

295

Total operating expenses

119,582

110,515

Loss from operations

^[2]

(1,491)

(199)

^[1]

Other expenses (income):

Foreign exchange loss

Interest expense

255

280

Loss on early extinguishment of debt

1,419

Other expense (income), net

(61)

Loss from continuing operations before income taxes

(1,853)

(1,846)

Income tax benefit

(1,071)

(500)

Loss from continuing operations

(782)

(1,346)

Income from discontinued operations, net of income taxes

2,504

Net (loss) income

$ (782)

$ 1,158

Basic (loss) income per common share from:

Continuing operations (in usd per share)

$ (0.03)

$ (0.04)

Discontinued operations (in usd per share)

0.00

0.08

Net income (loss) (in usd per share)

(0.03)

0.04

Diluted (loss) income per common share from:

Continuing operations (in usd per share)

(0.03)

(0.04)

Discontinued operations (in usd per share)

0.00

0.08

Net income (loss) (in usd per share)

$ (0.03)

$ 0.04

Weighted average common shares outstanding:

Basic (shares)

31,098

30,902

Diluted (shares)

31,098

30,902

[1]

Prior year data has been reclassified to conform to the current year's presentation. Effective January 1, 2014, the Company merged its Allied Health Group, LLC subsidiary with its Medical Doctor Associates, LLC subsidiary. The decision to merge these companies was based a number of factors including the consolidation of back office processes and other operational efficiencies. Along with this merger, the Company evaluated the Allied Health Group trade name and determined that it would be more valuable to use it for the Company’s nurse and allied staffing business, and as a result, transferred the trade name effective January 1, 2014. The allied health staffing business of MDA has primarily consisted of higher-level allied professionals, such as physician assistants and nurse practitioners, whose job functions are becoming increasingly more similar to those of physicians than to other allied health professionals. The 2014 change in legal structure and processes, along with the current market dynamics has changed the Company’s approach/conclusion to aggregate this business with its nurse and allied staffing business segment for 2014. The Company has revised its segments for 2014 reporting to include this business with its physician staffing business segment.

[2]

In 2014, the Company refined its methodology for allocating certain corporate overhead expenses to its nurse and allied staffing segment expenses to more accurately reflect this segment’s profitability. Prior year information has been reclassified to conform to current year presentation.

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (782)	$ 1,158
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments	95	(8)
Reclassification of currency translation adjustments related to sale of clinical trial services business (see Note 3 - Comprehensive Income)	0	2,337
Other comprehensive income, before tax	95	2,329
Income tax expense (benefit) related to items of other comprehensive income	162	(31)
Other comprehensive (loss) income, net of tax	(67)	2,360
Comprehensive (loss) income	$ (849)	$ 3,518

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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Net Income
-URI http://asc.fasb.org/extlink&oid=6518256

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Subparagraph (SX 210.7-04.19)
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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-URI http://asc.fasb.org/extlink&oid=6519514

Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 19
-Article 5

Reference 10: http://www.xbrl.org/2003/role/presentationRef
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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Operating activities
Net (loss) income	$ (782)	$ 1,158
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation	974	1,022
Amortization	785	566
Bad debt expense	432	427
Loss on early extinguishment of debt	0	1,419
Deferred income tax (benefit) expense	681	2,305
Amortization of Financing Costs	57	61
Equity compensation	452	599
Gain on sale of clinical trial services business	0	(4,158)
Other noncash costs	97	0
Changes in operating assets and liabilities:
Accounts receivable	(11,897)	(5,432)
Other assets	(556)	(5,636)
Income taxes	(2,239)	(759)
Accounts payable and accrued expenses	2,190	6,256
Other liabilities	572	657
Net cash used in operating activities	(9,234)	(1,515)
Investing activities
Proceeds from sale of business segment, net of cash sold and transaction costs	0	46,064
Purchases of property and equipment	(2,588)	(232)
Net cash (used in) provided by investing activities	(2,588)	45,832
Financing activities
Principal repayments on term loan	0	(23,125)
Repayments on revolving credit facility	0	(10,000)
Repayments on asset-based revolving credit facility	(9,700)	(49,244)
Borrowings under asset-based revolving credit facility	20,600	49,244
Principal payments on capital lease obligations and note payable	(42)	(225)
Debt issuance costs	0	(506)
Net cash used in financing activities	10,858	(33,856)
Effect of exchange rate changes on cash	67	(19)
Change in cash and cash equivalents	(897)	10,442
Cash and cash equivalents at beginning of period	8,055	10,463
Cash and cash equivalents at end of period	$ 7,158	$ 20,905

ORGANIZATION AND BASIS OF PRESENTATION	3 Months Ended
ORGANIZATION AND BASIS OF PRESENTATION	Mar. 31, 2014
Accounting Policies [Abstract]
ORGANIZATION AND BASIS OF PRESENTATION	ORGANIZATION AND BASIS OF PRESENTATION The accompanying condensed consolidated financial statements include the accounts of Cross Country Healthcare, Inc. and its direct and indirect wholly-owned subsidiaries (collectively, the Company). All material intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (U.S. GAAP) for complete financial statements. These operating results are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. The preparation of consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, the valuation of accounts receivable, goodwill and intangible assets, other long-lived assets, accruals for health, workers’ compensation and professional liability claims, legal contingencies, future contingent considerations, income taxes and sales and other non-income tax liabilities. Accrued 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. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission. The December 31, 2013 condensed consolidated balance sheet included herein was derived from the December 31, 2013 audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K. Certain prior year amounts have been reclassified to conform to the current period presentation (see Note 9 – Segment Data for more information).

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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-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Topic 810
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

3 Months Ended

Mar. 31, 2014

DISCONTINUED OPERATIONS

The clinical trial services business provided 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.

On February 15, 2013, the Company completed the sale of its previously discontinued clinical trial services business to ICON Clinical Research, Inc. and ICON Clinical Research UK Limited (the “Buyer”) for an aggregate $52.0 million in cash, subject to certain adjustments. At closing, the total amount paid was reduced by $0.1 million for the amount the Targeted Net Working Capital exceeded the Estimated Net Working Capital. During the fourth quarter of 2013, the Company paid an additional $0.2 million to the Buyer to finalize the Net Working Capital adjustment, pursuant to the asset purchase agreement.

The agreement included a provision for an earn-out of up to $3.75 million related to certain performance-based milestones. The maximum earn-out amount of $3.75 million was deposited in escrow by Buyer as security for the earn-out payment, if any. The $3.75 million earn out related to certain performance-based milestones was treated as contingent consideration and the Company assigned no fair value to this earn-out as of March 31, 2014 based on recent information available to the Company. In addition, a portion of the performance-based milestones was not earned, and as a result $1.5 million of the original escrow was released to the Buyer in the second quarter of 2013, leaving a balance of $2.25 million as of March 31, 2014 (see Note 7 – Fair Value Measurements for more information).

Of the $52.0 million purchase price paid at closing, $3.75 million was also placed in escrow for a period of 18 months following the closing to provide partial security to the Buyer in the event of any breach of the representations, warranties and covenants of the Company. The Company recorded the $3.75 million indemnity escrow funds as an escrow receivable, and will adjust the amount, each reporting period, based on any known information that may arise that would be reasonable and estimable. As of March 31, 2014 there was no known information about any indemnity claims.

As a result of the disposal, the underlying operations and cash flows of the clinical trial services business have been eliminated from the Company’s continuing operations and the Company no longer has the ability to influence the operating and/or financial policies of the disposal group. The historical financial results of operations, except for disclosures related to cash flows, have been presented as discontinued operations for the three months ended March 31, 2013.

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



	Three Months Ended
	March 31, 2013
	(amounts in thousands)

Revenue	$	7,939

Income from discontinued operations before gain on sale and income taxes	483
Gain on sale of discontinued operations	4,158
Income tax expense	(2,137		)
Income from discontinued operations, net of income taxes	$	2,504

COMPREHENSIVE INCOME	3 Months Ended
COMPREHENSIVE INCOME	Mar. 31, 2014
Equity [Abstract]
COMPREHENSIVE INCOME	COMPREHENSIVE INCOME Total comprehensive (loss) income includes net (loss) income, foreign currency translation adjustments and reclassification of foreign currency adjustments, net of any related deferred taxes. Certain of the Company’s foreign operations use their respective local currency as their functional currency. In accordance with the Foreign Currency Matters Topic of the FASB Accounting Standards Codification (ASC), assets and liabilities of these operations are translated at the exchange rates in effect on the balance sheet date. Statement of operations items are translated at the average exchange rates for the period. The cumulative impact of currency translation is included in accumulated other comprehensive loss in the accompanying condensed consolidated balance sheets and was $1.0 million and $1.1 million at March 31, 2014 and December 31, 2013, respectively. Pursuant to ASU 2013-5, Foreign Currency Matters (Topic 830), Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force (ASU 2013-5) the Company released into earnings $2.3 million of its cumulative currency translation losses related to the sale of clinical trial services business in the first quarter of 2013, which was included in the income (loss) from discontinued operations, net of income taxes on the condensed consolidated statements of operations.

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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Glossary Reclassification Adjustments
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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

EARNINGS PER SHARE

In accordance with the requirements of the Earnings Per Share Topic of the FASB ASC, basic earnings per share is computed by dividing net (loss) income by the weighted average number of shares outstanding (excluding unvested restricted stock) and diluted earnings per share reflects the dilutive effects of stock options and restricted stock (as calculated utilizing the treasury stock method). Certain shares of common stock that are issuable upon the exercise of options and vesting of restricted stock have been excluded from the per share calculations because their effect would have been anti-dilutive. Such shares amounted to: 347,822 and 1,753,543, during the three months ended March 31, 2014 and 2013, respectively. For purposes of calculating net (loss) income per common share, the Company excluded potentially dilutive shares of: 452,242 for the three months ended March 31, 2014 and 175,375 for the three months ended March 31, 2013, from the calculation as their effect would have been anti-dilutive due to the Company’s net loss from continuing operations in those periods.

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



	Three Months Ended
	March 31,
	2014			2013
	(amounts in thousands, except per share data)
Loss from continuing operations	$	(782	)	$	(1,346	)
Income from discontinued operations, net of tax	—			2,504
Net (loss) income	$	(782	)	$	1,158

Basic (loss) income per common share from:
Continuing operations	$	(0.03	)	$	(0.04	)
Discontinued operations	—			0.08
Net (loss) income	$	(0.03	)	$	0.04

Diluted (loss) income per common share from:
Continuing operations	$	(0.03	)	$	(0.04	)
Discontinued operations	—			0.08
Net (loss) income	$	(0.03	)	$	0.04

Weighted average common shares outstanding:
Basic	31,098			30,902
Diluted	31,098			30,902

ACQUISITIONS

3 Months Ended

Mar. 31, 2014

Business Combinations [Abstract]

ACQUISITIONS

In December 2013, the Company acquired the operating assets of On Assignment, Inc.’s Allied Healthcare Staffing division (the acquired allied staffing business) for an aggregate purchase price of $28.7 million, subject to certain post-closing adjustments. Excluded from the transaction were the accounts receivable, accounts payable and accrued compensation of the business being acquired. The Company used $24.7 million in cash on hand and $4.5 million from borrowings under its current revolver facility with Bank of America, N.A. to pay the purchase price and approximately $0.5 million in transaction costs. Subsequent to December 31, 2013, an immaterial post-closing adjustment was made. However, the purchase price is subject to potential adjustment downward contingent upon retention of certain contracts as defined in the agreement, which will be resolved by the end of the Company's second quarter of 2014. The Company does not expect any further adjustment.

Pursuant to the Asset Purchase Agreement, the Company is working with the seller to assume 15 leases and sublet 7 leases related to its branch offices. As of the date of this filing, 14 leases have been either assumed or entered into by the Company representing approximately $1.6 million of operating lease future payments.

The Company believes the acquisition complements its current nurse and allied staffing business segment by: (1) adding new skillsets to its traditional staffing offerings, (2) expanding its local branch network, which will allow it to expand its local market presence and its MSP business, (3) diversifying its customer base into the local ambulatory care and smaller local healthcare facilities, which the Company believes will provide more balance between its large volume based customers and its local retail market.

At the time of the acquisition, the acquired allied staffing business had 84 branch-based employees and made placements in more than 125 specialties from 23 branch offices.

The acquisition has been accounted for in accordance with FASB ASC Topic 805-Business Combination, using the purchase method. The results of the acquisition's operations have been included in the consolidated statements of operations since December 2, 2013, the date of the acquisition. The acquired allied staffing business has been included with the Company's nurse and allied staffing business segment.

The following table summarizes the approximate fair values of the assets acquired and liabilities assumed. The Company used a third-party appraiser to determine the fair value and estimated useful lives of acquired assets and liabilities.



	(amounts in thousands)
Other current assets	$	62
Property and equipment	161
Goodwill	14,554
Other intangible assets	14,000
Other assets	52
Total assets acquired	28,829

Accrued employee compensation and benefits	112
Total liabilities assumed	112

Net assets acquired	$	28,717

Based on the final independent third-party appraisal, the Company assigned the following values to intangible and other identifiable assets: $10.4 million to customer relations with an estimated useful life of 16 years, $3.4 million to database with an estimated useful life of 10 years, and $0.2 million to non-compete agreements with a useful life of 5 years. The remaining excess of purchase price over the fair value of net assets acquired $14.6 million and was recorded as goodwill, which is expected to be deductible for tax purposes. Additional acquisition-related costs of approximately $0.3 million were incurred and are reflected as acquisition and integration costs on the Company's consolidated statement of operations for the three months ended March 31, 2014.

The following unaudited pro forma financial information approximates the consolidated results of operations of the Company as if the allied staffing business acquisition had occurred as of January 1, 2013, after giving effect to certain adjustments, including additional interest expense on the amount the Company borrowed on the date of the transaction. These results are not necessarily indicative of future results as they do not include incremental investments in support functions, an estimate of any impact on interest expense resulting from the operating cash flow of the acquired business, among other adjustments that could be made in the future but are not factually supportable on the date of the transaction.



	Three Months Ended
	March 31, 2013
	(unaudited, amounts in thousands)

Revenue from services	$	120,451

Net income	$	1,522

Net income per common share - basic	$	0.05

Net income per common share - diluted	$	0.05

MDA Holdings, Inc.

In September 2008, the Company consummated the acquisition of substantially all of the assets of privately-held MDA Holdings, Inc. and its subsidiaries and all of the outstanding stock of Jamestown Indemnity Ltd., a Cayman Island company and wholly-owned subsidiary (collectively, MDA). As of March 31, 2014, an indemnification escrow account of $3.6 million exists.

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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DEBT

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

DEBT

At March 31, 2014 and December 31, 2013, long-term debt consists of the following:



	March 31,			December 31,
	2014			2013
	(amounts in thousands)
Revolving credit facility, interest 2.60% and 3.27% at March 31, 2014 and December 31, 2013, respectively	$	19,300		$	8,400
Capital lease obligations and note payable	244			176

Total debt	19,544			8,576
Less current portion	(19,400		)	(8,483		)
Long-term debt	$	144		$	93

Loan Agreement

On January 9, 2013, the Company terminated its commitments under its senior secured credit agreement and entered into a Loan and Security Agreement, (Loan Agreement), by and among the Company and certain of its 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 $65.0 million (as described below), which includes a subfacility for swingline loans up to an amount equal to 10% of the aggregate Revolver Commitments, as defined on the agreement, and a $20.0 million 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 $20.0 million, 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) $65.0 million, 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) $12.0 million; 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. As of March 31, 2014, the gross availability under the Loan Agreement was approximately $45.4 million based on the Company's February accounts receivable. The Company had $11.4 million letters of credit outstanding and $19.3 million drawn under its revolving credit facility, leaving $14.7 million available as of March 31, 2014. The letters of credit relate to the Company’s workers’ compensation and professional liability insurance policies.

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 was treated as extinguishment of debt, and, as a result, the Company recognized a loss on extinguishment in the first quarter of 2013, related to the write-off of unamortized net debt issuance costs of approximately $0.3 million. The repayment of the revolver portion of the Company’s debt outstanding in the first quarter of 2013 was treated partially as extinguishment and partially as a modification. The fees related to the modified portion of $0.1 million relate to the continuation of credit provided by Bank of America, N.A. in its Loan Agreement. The Company wrote-off the remaining unamortized net debt issuance costs of approximately $1.1 million in the first quarter of 2013.

The revolving credit facility can be used to provide ongoing working capital and for other general corporate purposes of the Company and its subsidiaries. As of March 31, 2014, the interest rate spreads and fees under the Loan Agreement are based on LIBOR plus 1.75% or Base Rate plus 0.75%. The LIBOR and Base Rate margins are subject to performance pricing adjustments, pursuant to a pricing matrix based on the Company’s excess availability under the revolving credit facility, and could increase by 200 basis points if an event of default exists. The Company is required to pay a monthly commitment fee on the average daily unused portion of the revolving loan facility, which, as of March 31, 2014, was 0.375%.

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 availability under the revolving credit facility is less than the greater of (i) 12.5% of the Loan Cap, as defined, and (ii) $6.25 million, 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.

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

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:

At March 31, 2014 and December 31, 2013, 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 and contingent consideration receivable related to the sale of its clinical trial services business.

Deferred compensation —The Company utilizes Level 1 inputs to value its deferred compensation liability. The Company’s deferred compensation liability is measured using publicly available indices that define the liability amounts, as per the plan documents.

Contingent Consideration Receivable—The earn out related to the Company’s sale of its clinical trial services business is treated as a contingent consideration receivable for accounting purposes. The Company utilizes Level 3 inputs to value its contingent consideration receivable as significant unobservable inputs are used in the calculation of its fair value and are related to future performance of the disposed business. The fair value of the contingent consideration receivable will be adjusted to its fair value on a quarterly basis with the adjustment to the related receivable and the gain/loss on the sale of assets (included in discontinued operations). The future performance of the disposed business directly impacts the contingent consideration that could be paid to the Company, thus performance that exceeds target could result in a higher payout, and a performance under target could result in a lower payout. As of March 31, 2014, the Company assigned no value to the performance earn-out based on recent information available to the Company. See Note 2- Discontinued Operations for further information.

The table which follows summarizes the estimated fair value of the Company’s financial assets and liabilities measured on a recurring basis as of March 31, 2014 and December 31, 2013:

Fair Value Measurements

(amounts in thousands)



	March 31, 2014		December 31, 2013
(Level 1)
Financial Liabilities:
Deferred compensation	$	1,448	$	1,638

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

If required by the Intangibles-Goodwill and Other Topic of the FASB ASC, the Company’s goodwill and other identifiable intangible assets are measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). Goodwill and other identifiable intangible assets with indefinite lives are reviewed for impairment annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Long-lived assets and identifiable intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate that amounts may not be recoverable. If the testing performed indicates that impairment has occurred, the Company records a non-cash impairment charge for the difference between the carrying amount of the goodwill or other intangible assets and the implied fair value of the goodwill or other intangible assets in the period the determination is made.

Other Fair Value Disclosures:

Financial instruments not measured or recorded at fair value in the accompanying condensed consolidated balance sheets consist of cash and cash equivalents, accounts receivable, escrow 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 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.

The Company recorded the $3.75 million indemnity escrow funds related to the sale of its clinical trial services business as an escrow receivable (see Note 2- Discontinued Operations for more information), and will adjust the amount to the estimated fair value, each reporting period, based on any known information. As of March 31, 2014, the fair value of the escrow receivable was calculated using Level 2 inputs and reflecting a discount for the time value of money.

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:



	March 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
(Level 2)			(amounts in thousands)
Financial Assets:
Escrow Receivable	$	3,750	$	3,719	$	3,750	$	3,700
Financial Liabilities:
Asset-based revolving credit facility (a)	$	19,300	$	19,300	$	8,400	$	8,400

_______________


(a)	Carrying value of the asset-based revolving credit facility approximates estimated fair value based on the short-term nature and the pricing at varying interest rates.

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 generally does not require collateral and mitigates its credit risk by performing credit evaluations and monitoring at-risk accounts. 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 15 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, 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.

STOCKHOLDERS' EQUITY	3 Months Ended
STOCKHOLDERS' EQUITY	Mar. 31, 2014
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	STOCKHOLDERS’ EQUITY Stock Repurchase Program During both the three months ended March 31, 2014 and 2013, the Company did not repurchase any shares of its common stock under its February 2008 Board authorization. As of March 31, 2014, the Company may purchase up to an additional 942,443 shares of common stock under the February 2008 Board authorization, subject to certain conditions in the Company's Credit Agreement. At March 31, 2014, the Company had 31,101,179 shares of common stock outstanding. 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 $5.0 million of its Equity Interests (as defined in the Loan Agreement). Share-Based Payments During the three months ended March 31, 2014 and 2013, $0.5 million and $0.6 million, respectively, was included in selling, general and administrative expenses related to share-based payments. On April 1, 2014, 20,000 shares of restricted stock were granted to Mr. William Burns, the Company's Chief Financial Officer. The restricted stock vests ratably over 3 year period on the anniversary date of the grant.

SEGMENT DATA

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

SEGMENT DATA

In accordance with the Segment Reporting Topic of the FASB ASC, the Company reports three business segments – nurse and allied staffing, physician staffing, and other human capital management services, described below:

●

Nurse and allied staffing - The nurse and allied staffing segment provides traditional staffing, including temporary and permanent placement of travel nurses and allied professionals, and branch-based local nurses and allied staffing. Its clients include: public and private acute-care and non-acute care hospitals, government facilities, schools, outpatient clinics, ambulatory care facilities, retailers, and many other healthcare providers throughout the U.S. The Company aggregates its various brands that it markets to its customers in this business segment.

●

Physician staffing – The physician staffing business segment provides physicians in many specialties, certified registered nurse anesthetists (CRNAs), nurse practitioners (NPs) and physician assistants (PAs) under the Company's Medical Doctor Associates (MDA) brand as independent contractors on temporary assignments throughout the U.S. at various healthcare facilities, such as acute and non-acute care facilities, medical group practices, government facilities, and managed care organizations. The physician staffing business also provides certain other employees on a temporary basis to its customers.


●	Other human capital management services - The other human capital management services business segment provides education and training programs to the healthcare industry and retained search services for physicians and healthcare executives 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. 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 to income (loss) from operations for the periods indicated are as follows:



	Three Months Ended
	March 31,
	2014			2013 (a)
	(amounts in thousands)
Revenues:
Nurse and allied staffing	$	80,193		$	71,073
Physician staffing	29,136			29,743
Other human capital management services	8,762			9,500
	$	118,091		$	110,316

Contribution income (b):
Nurse and allied staffing (c)	$	5,969		$	5,174
Physician staffing	751			2,226
Other human capital management services	166			290
	6,886			7,690

Unallocated corporate overhead (c)	6,323			6,301
Depreciation	974			1,022
Amortization	785			566
Acquisition and integration costs	295			—
Loss from operations	$	(1,491	)	$	(199	)

_______________

(a)

The allied health staffing business of MDA has primarily consisted of higher-level allied professionals, such as physician assistants and nurse practitioners, whose job functions are becoming increasingly more similar to those of physicians than to other allied health professionals. The 2014 change in legal structure and processes, along with the current market dynamics has changed the Company’s approach/conclusion to aggregate this business with its nurse and allied staffing business segment for 2014. The Company has revised its segments for 2014 reporting to include this business with its physician staffing business segment.

(b)

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


(c)	In 2014, the Company refined its methodology for allocating certain corporate overhead expenses to its nurse and allied staffing segment expenses to more accurately reflect this segment’s profitability. Prior year information has been reclassified to conform to current year presentation.

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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COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	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. Legal 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 traveling employees were denied meal periods and rest breaks, that they should have been paid overtime on reimbursement amounts, various other wage and hour claims, and that they are entitled to associated penalties. In 2013, the parties have agreed to settle this lawsuit for $0.8 million with the understanding that such settlement is not an admission by the Company of any liability, negligence or wrong doing. The settlement amount has been accrued for and is included in other current liabilities on its consolidated balance sheets. The United States District Court, Northern District of California granted preliminary approval of the settlement on January 17, 2014, subject to the inclusion of language requiring a five-day cure period for deficient requests for exclusion from class members. On February 6, 2014, the parties amended the settlement agreement to include such language. A hearing for final approval of the settlement agreement is scheduled for May 16, 2014. The Company is also subject to other legal proceedings and claims that arise in the ordinary course of its business. In the opinion of management, the outcome of these other matters will not have a significant effect on the Company's consolidated financial position or results of operations. Sales & Other State Non-income Tax Liabilities The Company's sales and other state non-income tax filings are subject to routine audits by authorities in the jurisdictions where it conducts business in the United States which may result in assessments of additional taxes. The Company accrues sales and other 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. The expense is included in selling, general and administrative expenses on its condensed consolidated statements of operations and the liability is reflected in sales tax payable as of December 31, 2013 and March 31, 2014, on its condensed consolidated balance sheets.

INCOME TAXES

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

INCOME TAXES

When projected taxable income for the full year is close to break-even, the expected annual effective tax rate becomes volatile and will distort the income tax provision for an interim period. When this happens the Company calculates the income tax provision or benefit using the year-to-date effective tax rate in accordance with the Income Taxes Topic of the ASC (ASC 740, paragraphs 270-30-18). This cut-off method results in an income tax provision or benefit based solely on the year-to-date pretax income or loss as adjusted for permanent differences on a pro rata basis.

For the periods ended March 31, 2014 and 2013 the Company has calculated its effective tax rate based on year-to-date results (under ASC 740-280-30-18) as opposed to estimating its annual effective tax rate. The Company’s effective tax rate for continuing operations for the three months ended March 31, 2014 was 57.8%, including the impact of discrete items. Excluding discrete items, the Company’s effective tax rate for continuing operations for the three months ended March 31, 2014 was (37.4)%. The effective tax rates are different than the statutory rates primarily due to the impact of the partial non-deductibility of certain per diem expenses and state minimum taxes.

The Company records valuation allowances to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The assessment of whether or not a valuation allowance is required often requires significant judgment, including the long-range forecast of future taxable income and the evaluation of tax planning initiatives. Adjustments to the deferred tax valuation allowances are made to earnings in the period when such assessments are made. Due to the historical losses from the Company's operations, it has recorded a full valuation allowance on its deferred tax assets. In the first quarter of 2014, the Company recorded a non-cash adjustment of $1.7 million primarily related to an overstatement of the valuation allowance established as of December 31, 2013. The out-of-period adjustment also decreased the net loss by the same amount of $0.06 per diluted share for the three months ended March 31, 2014. Management concluded that the adjustment was not material to its prior period financial statements and is not expected to be material to the full year results for 2014.

Unrecognized tax benefits are included in other current liabilities and other long term liabilities on the Company's condensed consolidated balance sheets. In accordance with the Income Taxes Topic of the FASB ASC, a reconciliation of the beginning and ending amounts of unrecognized tax benefits, including estimated interest and penalties, is as follows:

Unrecognized Tax Benefits

(amounts in thousands)



Balance at January 1, 2014	$	4,986
Reductions based on tax positions related to prior years	(35		)
Additions based on tax positions related to current year	121
Settlements of tax positions related to prior years	(326		)
Balance at March 31, 2014	$	4,746

As of March 31, 2014, the Company had approximately $4.2 million of unrecognized tax benefits, net of deferred taxes, which would affect the effective tax rate if recognized. During the three months ended March 31, 2014, the Company had gross increases of $0.1 million to its current year unrecognized tax benefits related to federal and state tax issues. In addition, the Company had gross decreases of $0.3 million to its unrecognized tax benefits related to settlements.

In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This new guidance is effective prospectively for annual reporting periods beginning on or after December 15, 2013 and interim periods therein. ASU 2013-11 provides guidance on the presentation of unrecognized tax benefits, reflecting the manner in which an entity would settle, at the reporting date, any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. We adopted the provisions of this amendment during 2014, which resulted in a reclassification between other non-current liabilities and non-current deferred income tax assets of approximately $2.3 million. The adoption did not change existing recognition and measurement requirements in our consolidated condensed financial statements.

The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. The Company had accrued approximately $1.0 million for interest and penalties as of both March 31, 2014 and December 31, 2013.

The tax years 2004, 2005 and 2008 through 2012 remain open to examination by the major taxing jurisdictions in which the Company is subject to tax, with the exception of certain states in which the statute of limitations has been extended. In mid-July of 2013, the Company received a notice of proposed audit adjustments from the State of New York. In January of 2014 the Company settled the State of New York audit for its tax years ending December 31, 2006 through 2010 for less than the amount accrued as of December 31, 2013.

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2014
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	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 approximately $2.3 million and $1.2 million for the three months ended March 31, 2014 and March 31, 2013, respectively. Accounts receivable due from these hospitals at March 31, 2014 and December 31, 2013 were approximately $1.7 million and $0.4 million, respectively.

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.

RECENT ACCOUNTING PRONOUNCEMENTS	3 Months Ended
RECENT ACCOUNTING PRONOUNCEMENTS	Mar. 31, 2014
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	RECENT ACCOUNTING PRONOUNCEMENTS In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity to reduce diversity in practice for reporting discontinued operations. Under the previous guidance, any component of an entity that was a reportable segment, an operating segment, a reporting unit, a subsidiary, or an asset group was eligible for discontinued operations presentation. The revised guidance only allows disposals of components of an entity that represent a strategic shift (e.g., disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity) and that have a major effect on a reporting entity’s operations and financial results to be reported as discontinued operations. The revised guidance also requires expanded disclosure in the financial statements for discontinued operations as well as for disposals of significant components of an entity that do not qualify for discontinued operations presentation. The updated guidance is effective for periods beginning after December 15, 2014. The Company had operations that were reported as discontinued operations for the three months ended March 31, 2013 and does not expect the adoption of this guidance to have a material effect on its financial position, results of operations, or cash flows.

The entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6507316

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Direct Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6510796

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=28359718&loc=d3e22583-107794

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Indirect Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6515603

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=28359718&loc=d3e22580-107794

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.10-01.(b)(6))
-URI http://asc.fasb.org/extlink&oid=27015980&loc=d3e46468-122699

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Accounting Change
-URI http://asc.fasb.org/extlink&oid=6503790

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=28359718&loc=d3e22499-107794

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Retrospective Application
-URI http://asc.fasb.org/extlink&oid=6523989

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section 45
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=6372559&loc=d3e765-108305

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6372559&loc=d3e725-108305

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 01
-Paragraph b
-Subparagraph 6
-Article 10

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS (Tables)

3 Months Ended

Mar. 31, 2014

Revenues and Components of Discontinued Operations, Net of Tax

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



	Three Months Ended
	March 31, 2013
	(amounts in thousands)

Revenue	$	7,939

Income from discontinued operations before gain on sale and income taxes	483
Gain on sale of discontinued operations	4,158
Income tax expense	(2,137		)
Income from discontinued operations, net of income taxes	$	2,504

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.

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

EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

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



	Three Months Ended
	March 31,
	2014			2013
	(amounts in thousands, except per share data)
Loss from continuing operations	$	(782	)	$	(1,346	)
Income from discontinued operations, net of tax	—			2,504
Net (loss) income	$	(782	)	$	1,158

Basic (loss) income per common share from:
Continuing operations	$	(0.03	)	$	(0.04	)
Discontinued operations	—			0.08
Net (loss) income	$	(0.03	)	$	0.04

Diluted (loss) income per common share from:
Continuing operations	$	(0.03	)	$	(0.04	)
Discontinued operations	—			0.08
Net (loss) income	$	(0.03	)	$	0.04

Weighted average common shares outstanding:
Basic	31,098			30,902
Diluted	31,098			30,902

Acquisitions (Tables)

3 Months Ended

Mar. 31, 2014

Business Combinations [Abstract]

Schedule of approximate fair values of the assets acquired and liabilities assumed



	(amounts in thousands)
Other current assets	$	62
Property and equipment	161
Goodwill	14,554
Other intangible assets	14,000
Other assets	52
Total assets acquired	28,829

Accrued employee compensation and benefits	112
Total liabilities assumed	112

Net assets acquired	$	28,717

Schedule of unaudited pro forma financial information



	Three Months Ended
	March 31, 2013
	(unaudited, amounts in thousands)

Revenue from services	$	120,451

Net income	$	1,522

Net income per common share - basic	$	0.05

Net income per common share - diluted	$	0.05

DEBT (Tables)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Long-term Debt

At March 31, 2014 and December 31, 2013, long-term debt consists of the following:



	March 31,			December 31,
	2014			2013
	(amounts in thousands)
Revolving credit facility, interest 2.60% and 3.27% at March 31, 2014 and December 31, 2013, respectively	$	19,300		$	8,400
Capital lease obligations and note payable	244			176

Total debt	19,544			8,576
Less current portion	(19,400		)	(8,483		)
Long-term debt	$	144		$	93

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

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

The table which follows summarizes the estimated fair value of the Company’s financial assets and liabilities measured on a recurring basis as of March 31, 2014 and December 31, 2013:

Fair Value Measurements

(amounts in thousands)



	March 31, 2014		December 31, 2013
(Level 1)
Financial Liabilities:
Deferred compensation	$	1,448	$	1,638

Fair Value of Goodwill Measured On Non-Recurring Basis

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:



	March 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
(Level 2)			(amounts in thousands)
Financial Assets:
Escrow Receivable	$	3,750	$	3,719	$	3,750	$	3,700
Financial Liabilities:
Asset-based revolving credit facility (a)	$	19,300	$	19,300	$	8,400	$	8,400

SEGMENT DATA (Tables)

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Information on Operating Segments and Reconciliation to Loss From Operations

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



	Three Months Ended
	March 31,
	2014			2013 (a)
	(amounts in thousands)
Revenues:
Nurse and allied staffing	$	80,193		$	71,073
Physician staffing	29,136			29,743
Other human capital management services	8,762			9,500
	$	118,091		$	110,316

Contribution income (b):
Nurse and allied staffing (c)	$	5,969		$	5,174
Physician staffing	751			2,226
Other human capital management services	166			290
	6,886			7,690

Unallocated corporate overhead (c)	6,323			6,301
Depreciation	974			1,022
Amortization	785			566
Acquisition and integration costs	295			—
Loss from operations	$	(1,491	)	$	(199	)

_______________

(a)

(b)


(c)	In 2014, the Company refined its methodology for allocating certain corporate overhead expenses to its nurse and allied staffing segment expenses to more accurately reflect this segment’s profitability. Prior year information has been reclassified to conform to current year presentation.

INCOME TAXES (Tables)

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits

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

Unrecognized Tax Benefits

(amounts in thousands)



Balance at January 1, 2014	$	4,986
Reductions based on tax positions related to prior years	(35		)
Additions based on tax positions related to current year	121
Settlements of tax positions related to prior years	(326		)
Balance at March 31, 2014	$	4,746

Discontinued Operations - Narrative (Detail) - USD ($) $ in Thousands		3 Months Ended
	Feb. 15, 2013	Mar. 31, 2014	Dec. 31, 2013	Jun. 30, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Indemnity escrow receivable	$ 3,750	$ 3,750	$ 3,750
Clinical Trial Services [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Aggregate amount of selling prices	52,000
Discontinued Operation, Amount of Adjustment to Prior Period Gain (Loss) on Disposal, Net of Tax	100		$ 200
Earn-out related to certain performance- based milestones	3,750
Release of escrow to the buyer				$ 1,500
Indemnity escrow receivable	$ 3,750	$ 2,250
Escrow deposit term		18 months

Discontinued Operations (Detail) - USD ($) $ in Thousands	3 Months Ended
Discontinued Operations (Detail) - USD ($) $ in Thousands	Mar. 31, 2014	Mar. 31, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from discontinued operations, net of income taxes	$ 0	$ 2,504
Clinical Trial Services [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue		7,939
Income from discontinued operations before gain on sale and income taxes		483
Gain on sale of discontinued operations		4,158
Income tax expense		(2,137)
Income from discontinued operations, net of income taxes		$ 2,504

Comprehensive Income - Narrative (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Equity [Abstract]
Cumulative impact of currency fluctuations	$ 1,000		$ 1,100
Reclassification of currency translation adjustments related to sale of clinical trial services business (see Note 3 - Comprehensive Income)	$ 0	$ 2,337

Earnings Per Share - Narrative (Detail) - shares	3 Months Ended
Earnings Per Share - Narrative (Detail) - shares	Mar. 31, 2014	Mar. 31, 2013
Earnings Per Share [Abstract]
Common stock shares that have been excluded from the per share calculation	347,822	1,753,543
Dilutive shares excluded due to net loss	452,242	175,375

Earnings Per Share - Components of Numerator and Denominator for Computation of Basic and Diluted Earnings per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Earnings Per Share [Abstract]
Loss from continuing operations	$ (782)	$ (1,346)
Income from discontinued operations, net of tax	0	2,504
Net (loss) income	$ (782)	$ 1,158
Basic (loss) income per common share from:
Continuing operations (in usd per share)	$ (0.03)	$ (0.04)
Discontinued operations (in usd per share)	0.00	0.08
Net income (loss) (in usd per share)	(0.03)	0.04
Diluted (loss) income per common share from:
Continuing operations (in usd per share)	(0.03)	(0.04)
Discontinued operations (in usd per share)	0.00	0.08
Net income (loss) (in usd per share)	$ (0.03)	$ 0.04
Weighted-average number of shares outstanding-basic (in shares)	31,098	30,902
Weighted-average number of shares outstanding-diluted (in shares)	31,098	30,902

Acquisitions - Narrative (Detail)		1 Months Ended	3 Months Ended		12 Months Ended
Acquisitions - Narrative (Detail)	May 08, 2014 USD ($) lease	Dec. 31, 2013 USD ($) branch lease specialty	Mar. 31, 2014 USD ($)	Mar. 31, 2013 USD ($)	Dec. 31, 2013 USD ($) lease
Business Acquisition [Line Items]
Acquisition costs			$ 295,000	$ 0
Goodwill		$ 77,266,000	77,266,000		$ 77,266,000
On Assignment [Member]
Business Acquisition [Line Items]
Consideration transferred		28,700,000
Cash		24,700,000			$ 24,700,000
Acquisition costs		$ 473,000	294,650
Number of leases to be assumed \| lease		15			15
Number of Subleases Assumed \| lease		7
Number of branch-based employees acquired \| branch		84
Number of staffing specialties acquired \| specialty		125
Number of branch offices acquired \| branch		23
Intangible Assets		$ 14,000,000			$ 14,000,000
Goodwill		14,554,000			14,554,000
On Assignment [Member] \| Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible Assets		10,400,000			$ 10,400,000
Intangible assets-useful life					16 years
On Assignment [Member] \| Customer Lists [Member]
Business Acquisition [Line Items]
Intangible Assets		3,400,000			$ 3,400,000
Intangible assets-useful life					10 years
On Assignment [Member] \| Noncompete Agreements [Member]
Business Acquisition [Line Items]
Intangible Assets		200,000			$ 200,000
Intangible assets-useful life					5 years
On Assignment [Member] \| Revolving Credit Facility \| Line of Credit
Business Acquisition [Line Items]
Debt		$ 4,500,000			$ 4,500,000
M D A Holdings Inc [Member]
Business Acquisition [Line Items]
Escrow deposit balance			$ 3,600,000
Subsequent Event [Member] \| On Assignment [Member]
Business Acquisition [Line Items]
Number of leases assumed \| lease	14
Amount of operating lease future payments assumed	$ 1,572,692

ACQUISITIONS Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Goodwill	$ 77,266	$ 77,266
On Assignment [Member]
Business Acquisition [Line Items]
Other current assets		62
Property and equipment		161
Goodwill		14,554
Other intangible assets		14,000
Other assets		52
Total assets acquired		28,829
Accrued employee compensation and benefits		112
Total liabilities assumed		112
Net assets acquired		$ 28,700

ACQUISITIONS Schedule of Pro-forma Information (Details) - On Assignment [Member] $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2013 USD ($) $ / shares
Business Acquisition [Line Items]
Revenue from services \| $	$ 120,451
Net income \| $	$ 1,522
Net income per common share - basic \| $ / shares	$ 0.05
Net income per common share - diluted \| $ / shares	$ 0.05

Debt - Long- Term Debt (Detail) - USD ($) $ in Thousands	Mar. 31, 2014	Dec. 31, 2013
Debt Disclosure [Abstract]
Revolving credit facility, interest 2.72% at December 31, 2012	$ 19,300	$ 8,400
Capital lease obligations and note payable	244	176
Total debt	19,544	8,576
Less current portion	(19,400)	(8,483)
Long-term debt and capital lease obligations	$ 144	$ 93

Debt - Parenthetical (Detail)	Mar. 31, 2014	Dec. 31, 2013
Debt Disclosure [Abstract]
Revolver credit facility, interest rate	2.60%	3.27%

Debt - Narrative (Detail) - USD ($) $ in Thousands		3 Months Ended
Debt - Narrative (Detail) - USD ($) $ in Thousands	Jan. 09, 2013	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Debt Instrument [Line Items]
Line of credit facility, amount drawn		$ 19,300		$ 8,400
Loan and Security Agreement
Debt Instrument [Line Items]
Quarterly commitment fee on the average daily unused portion		0.375%
Standby Letters of Credit
Debt Instrument [Line Items]
Letters of credit outstanding		$ 11,400
Revolving Credit Facility
Debt Instrument [Line Items]
Write off of deferred debt issuance cost			$ 1,100
Short-term Debt, Interest Rate Increase		2.00%
Revolving Credit Facility \| Loan and Security Agreement
Debt Instrument [Line Items]
Line of credit facility, amount drawn		$ 19,300
Revolving Credit Facility \| Debt Modification
Debt Instrument [Line Items]
Fees related to the modified portion of debt			100
Line of Credit \| Loan and Security Agreement
Debt Instrument [Line Items]
Remaining borrowing capacity		14,700
Term Loan Facility
Debt Instrument [Line Items]
Write off of deferred debt issuance cost			$ 300
Loan and Security Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, term	3 years
Credit facility maximum borrowing capacity	$ 65,000	$ 45,400
Line of credit facility, additional borrowing capacity	20,000
Aggregate amount of advances under the line of credit (borrowing base)	$ 65,000
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
Required percentage of aggregate amount of the commitment	12.50%
Required minimum availability under credit facility to avoid negative covenants	$ 6,250
Minimum fixed charge coverage ratio	1.0
Loan and Security Agreement \| Revolving Credit Facility \| LIBOR
Debt Instrument [Line Items]
Interest margin		1.75%
Line of Credit Facility, Interest Rate Description		LIBOR
Loan and Security Agreement \| Revolving Credit Facility \| Base Rate
Debt Instrument [Line Items]
Interest margin		0.75%
Line of Credit Facility, Interest Rate Description		Base Rate
Loan and Security Agreement \| Revolving Credit Facility \| Swingline Borrowings
Debt Instrument [Line Items]
Subfacility loans percentage up to aggregate revolver commitments	10.00%
Loan and Security Agreement \| Revolving Credit Facility \| Standby Letters of Credit
Debt Instrument [Line Items]
Line of credit, subfacility for standby letters of credit	$ 20,000

Estimated Fair values Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands	Mar. 31, 2014	Dec. 31, 2013
Fair Value, Inputs, Level 1 \| Deferred compensation
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities	$ 1,448	$ 1,638

Fair Value Measurements - Narrative (Detail) - USD ($) $ in Thousands	Mar. 31, 2014	Dec. 31, 2013	Feb. 15, 2013
Fair Value Measurement [Line Items]
Indemnity escrow receivable	$ 3,750	$ 3,750	$ 3,750
Clinical Trial Services [Member]
Fair Value Measurement [Line Items]
Indemnity escrow receivable	$ 3,750

Fair Value Measurements - Financial Instrument that were not Measured at Fair Value (Detail) - USD ($)
$ in Thousands

Mar. 31, 2014

Dec. 31, 2013

Feb. 15, 2013

Fair Value, Option, Quantitative Disclosures [Line Items]

Escrow Receivable, Carrying Amount

$ 3,750

Reported Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member]

Fair Value, Option, Quantitative Disclosures [Line Items]

Escrow Receivable, Carrying Amount

3,750

Debt Instrument, Fair Value Disclosure

^[1]

19,300

8,400

Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member]

Fair Value, Option, Quantitative Disclosures [Line Items]

Escrow Receivable, Fair Value

3,719

3,700

Debt Instrument, Fair Value Disclosure

^[1]

$ 19,300

$ 8,400

[1]	Carrying value of the asset-based revolving credit facility approximates estimated fair value based on the short-term nature and the pricing at varying interest rates.

Stockholders' Equity - Narrative (Detail) - USD ($) $ in Thousands			3 Months Ended
	Apr. 01, 2014	Jan. 09, 2013	Mar. 31, 2014	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock left remaining to repurchase under the plan (in shares)			942,443
Number of shares of common stock outstanding (in shares)			31,101,179
Equity interests repurchase, limitation		$ 5,000
Share-based compensation			$ 452	$ 599
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock vesting period			3 years
Subsequent Event [Member] \| Chief Financial Officer [Member] \| Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock, grants in period	20,000

Segment Data - Narrative (Detail)	3 Months Ended
Segment Data - Narrative (Detail)	Mar. 31, 2014 segment
Segment Reporting [Abstract]
Number of Operating Segments	3

Segment Data - Information on Operating Segments and Reconciliation to Loss From Operations (Detail) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

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

$ 118,091

$ 110,316

^[1]

Unallocated corporate overhead

^[2]

6,886

7,690

^[1]

^[3]

6,323

6,301

^[1]

Depreciation

^[3]

974

1,022

^[1]

Amortization

^[3]

785

566

^[1]

Acquisition and integration costs

295

Loss from continuing operations

^[3]

(1,491)

(199)

^[1]

Nurse and allied staffing

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

80,193

71,073

^[1]

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

^[2],[3]

5,969

5,174

^[1]

Physician staffing

29,136

29,743

^[1]

Other Human Capital Management Services [Member]

^[2]

751

2,226

^[1]

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

8,762

9,500

^[1]

^[2]

$ 166

$ 290

^[1]

[1]	Prior year data has been reclassified to conform to the current year's presentation. Effective January 1, 2014, the Company merged its Allied Health Group, LLC subsidiary with its Medical Doctor Associates, LLC subsidiary. The decision to merge these companies was based a number of factors including the consolidation of back office processes and other operational efficiencies. Along with this merger, the Company evaluated the Allied Health Group trade name and determined that it would be more valuable to use it for the Company’s nurse and allied staffing business, and as a result, transferred the trade name effective January 1, 2014. The allied health staffing business of MDA has primarily consisted of higher-level allied professionals, such as physician assistants and nurse practitioners, whose job functions are becoming increasingly more similar to those of physicians than to other allied health professionals. The 2014 change in legal structure and processes, along with the current market dynamics has changed the Company’s approach/conclusion to aggregate this business with its nurse and allied staffing business segment for 2014. The Company has revised its segments for 2014 reporting to include this business with its physician staffing business segment.
[2]	The Company defines contribution income as income or loss from operations before depreciation, amortization, restructuring costs, legal settlement charges, impairment charges and corporate expenses not specifically identified to a reporting segment. Contribution income is a financial measure used by management when assessing segment performance and is provided in accordance with the Segment Reporting Topic of the FASB ASC.
[3]	In 2014, the Company refined its methodology for allocating certain corporate overhead expenses to its nurse and allied staffing segment expenses to more accurately reflect this segment’s profitability. Prior year information has been reclassified to conform to current year presentation.

Commitment and Contingencies - Narrative (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2014 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Settlement	$ 750

Income Taxes - Narrative (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Effective tax rate	57.80%
Effective income tax rate continuing operations excluding discrete items	0.00%
Unrecognized tax benefits that would impact effective tax rate	$ 4,200
Unrecognized tax benefits period gross increases	100
Settlements of tax positions related to prior years	326
Reclassification between other non-current liabilities and non-current deferred income tax assets	2,300
Income tax penalties and interest	$ 1,000	$ 1,000
Income tax examination years subject to examination	2004, 2005 and 2008 through 2012
Prior Period Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in valuation allowance	$ 1,700
Out-of-period adjustment, decrease in net loss per diluted share	$ 0.06

Income Taxes - Reconciliation of Beginning and Ending Balance of Unrecognized Tax Benefits (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2014 USD ($)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at January 1, 2014	$ 4,986
Reductions based on tax positions related to prior years	(35)
Additions based on tax provisions related to current year	121
Settlements of tax positions related to prior years	326
Balance at March 31, 2014	$ 4,746

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Related Party Transactions [Abstract]
Revenue from related parties	$ 2,300	$ 1,161
Accounts receivable from related parties	$ 1,716		$ 424

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