View Filing Data

Direct operating expenses

$ 122,656

$ 110,768

^[1]

$ 240,747

$ 221,084

^[1]

Operating expenses:

90,220

82,930

177,861

164,370

Selling, general and administrative expenses

29,167

26,603

58,622

53,668

Bad debt expense

132

464

554

Depreciation

817

^[2]

1,040

^[1]

1,791

^[2]

2,062

^[1]

Amortization

784

^[2]

566

^[1]

1,569

^[2]

1,132

^[1]

Acquisition and integration costs

2,747

^[1]

3,042

^[2]

^[1]

Restructuring costs

755

^[2]

375

^[1]

755

^[2]

375

^[1]

Legal settlement charge

^[2]

750

^[1]

^[2]

750

^[1]

Total operating expenses

124,522

112,396

244,104

222,911

Loss from operations

(1,866)

^[2]

(1,628)

^[1]

(3,357)

^[2]

(1,827)

^[1]

Other expenses (income):

Foreign exchange loss (gain)

(110)

(101)

Interest expense

289

164

544

444

Loss on early extinguishment and modification of debt

1,419

Other (income) expense, net

(7)

(51)

Loss from continuing operations before income taxes

(2,175)

(1,692)

(4,029)

(3,538)

Income tax expense (benefit)

1,006

(257)

(65)

(757)

Loss from continuing operations

(3,181)

(1,435)

(3,964)

(2,781)

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

(22)

2,482

Net loss

$ (3,181)

$ (1,457)

$ (3,964)

$ (299)

Basic (loss) income per common share from:

Continuing operations (in usd per share)

$ (0.10)

$ (0.05)

$ (0.13)

$ (0.09)

Discontinued operations (in usd per share)

0.00

0.08

Net income (loss) (in usd per share)

(0.10)

(0.05)

(0.13)

(0.01)

Diluted (loss) income per common share from:

Continuing operations (in usd per share)

(0.10)

(0.05)

(0.13)

(0.09)

Discontinued operations (in usd per share)

0.00

0.08

Net income (loss) (in usd per share)

$ (0.10)

$ (0.05)

$ (0.13)

$ (0.01)

Weighted average common shares outstanding:

Basic (shares)

31,151

30,961

31,125

30,932

Diluted (shares)

31,151

30,961

31,125

30,932

[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 on 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 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		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Statement of Comprehensive Income [Abstract]
Net loss	$ (3,181)	$ (1,457)	$ (3,964)	$ (299)
Other comprehensive (loss) income, before tax:
Foreign currency translation adjustments	(3)	(277)	92	(285)
Reclassification of currency translation adjustments related to sale of clinical trial services business (see Note 5 - Comprehensive Income)	0	0	0	2,337
Other comprehensive (loss) income, before tax	(3)	(277)	92	2,052
Income tax (benefit) expense related to items of other comprehensive income	0	(99)	162	(130)
Other comprehensive (loss) income, net of tax	(3)	(178)	(70)	2,182
Comprehensive (loss) income	$ (3,184)	$ (1,635)	$ (4,034)	$ 1,883

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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=31042434&loc=d3e3602-108585

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.19)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

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

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 225
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.18)
-URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.22)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Other Comprehensive Income
-URI http://asc.fasb.org/extlink&oid=6519514

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e565-108580

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
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 20
-Article 9

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Operating activities
Net loss	$ (3,964)	$ (299)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation	1,791	2,062
Amortization	1,569	1,132
Bad debt expense	464	559
Loss on early extinguishment and modification of debt	0	1,419
Deferred income tax expense	1,558	2,505
Amortization of debt issuance costs	109	118
Equity compensation	542	1,184
Gain on sale of clinical trial services business	0	(4,085)
Other noncash costs	99	0
Changes in operating assets and liabilities:
Accounts receivable	(9,198)	(322)
Other assets	61	(328)
Income taxes	(2,636)	(1,487)
Accounts payable and accrued expenses	4,820	1,234
Other liabilities	(746)	706
Net cash (used in) provided by operating activities	(5,531)	4,398
Investing activities
Proceeds from sale of clinical trial services business segment, net of cash sold and transaction costs	0	45,897
Acquisition of assets of Medical Staffing Network, net of cash acquired	(45,359)	0
Purchases of property and equipment	(2,849)	(427)
Net cash (used in) provided by investing activities	(48,208)	45,470
Financing activities
Principal repayments on term loan	0	(23,125)
Proceeds from borrowing on term loan	28,875	0
Proceeds from borrowing on convertible note	24,063	0
Repayments on revolving credit facility	0	(10,000)
Repayments on asset-based revolving credit facility	(27,700)	(49,244)
Borrowings under asset-based revolving credit facility	30,905	49,244
Principal payments on capital lease obligations and note payable	(70)	(349)
Repurchase of stock for restricted stock tax withholdings	229	301
Debt issuance costs	(905)	(506)
Net cash provided by (used in) financing activities	54,939	(34,281)
Effect of exchange rate changes on cash	38	(135)
Change in cash and cash equivalents	1,238	15,452
Cash and cash equivalents at beginning of period	8,055	10,463
Cash and cash equivalents at end of period	$ 9,293	$ 25,915

ORGANIZATION AND BASIS OF PRESENTATION	6 Months Ended
ORGANIZATION AND BASIS OF PRESENTATION	Jun. 30, 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. 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 12 – 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2134480

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2209116

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2197480

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2122150

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=28200181&loc=SL6228881-111685

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 272
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 720
-SubTopic 15
-URI http://asc.fasb.org/subtopic&trid=2122524

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 915
-SubTopic 235
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6472506&loc=d3e38932-110933

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 10
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7668296&loc=d3e288-107754

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=18733093&loc=d3e5614-111684

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6359566&loc=d3e326-107755

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Jun. 30, 2014
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates 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, derivative liability, 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. Debt Discount Stated discounts on proceeds, and other fees reimbursed to lender, as well as the value of any embedded derivative features of the Convertible Notes and Term Loans are treated as a discount associated with the respective debt instrument and presented in the balance sheet as an offset to the carrying amount of the debt. Discounts are amortized to interest expense using the effective interest rate method, or a method that approximates the effective interest rate method, over the expected life of the debt. Derivative Financial Instruments The Company evaluates embedded conversion features within convertible debt under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 815, Derivatives and Hedging, to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in other expense (income) on our condensed consolidated statement of operations. The Company uses a trinomial lattice model to estimate the fair value of embedded conversion and redemption features in its convertible debt at the end of each applicable reporting period. Changes in the fair value of these derivatives during each reporting period will be reported in the consolidated statement of operations. Inputs into the model require estimates, including such items as estimated volatility of the Company’s stock, estimated probabilities of change of control and issuance of additional financing, risk-free interest rate and the estimated life of the financial instruments being fair valued. The fair value at inception has been recorded as debt discount and will be amortized to interest expense over the term of the note using the effective interest method or another method that approximates the effective interest method. Performance-Based Restricted Stock Compensation The Company granted performance-based shares to certain key personnel pursuant to its 2014 Omnibus Incentive Plan as described in Note 11- Stockholders' Equity. Pursuant to the Plan the number of target shares that will vest are determined based on the level of attainment of the targets. If the minimum level of performance is attained, restricted stock will vest on December 31, 2016. The Company recognizes performance-based restricted stock as compensation expense based on the most likely probability of attaining the prescribed performance and over the requisite service period beginning at its grant date and through the date the restricted stock vests.

ACQUISITIONS

6 Months Ended

Jun. 30, 2014

Business Combinations [Abstract]

ACQUISITIONS

Medical Staffing Network

On June 30, 2014, the Company acquired substantially all of the assets and certain liabilities of Medical Staffing Network Healthcare, LLC (MSN) for an aggregate purchase price of $48.1 million, subject to certain post-closing net working capital adjustments. The Company funded $45.4 million at closing, net of cash acquired, of which $1.0 million was funded to an escrow account for the net working capital adjustment. An additional $2.5 million was deferred and is due to the seller in 21 months, less any COBRA expenses incurred by the Company on behalf of former MSN employees over that period.

The Company financed the purchase price using $55.0 million in new subordinated debt consisting of a $30.0 million, 5-year term loan and $25.0 million of convertible notes having a 6-year maturity and a conversion price of $7.10. The Company also amended its loan agreement with Bank of America. N.A. to increase its borrowing capacity under its senior secured asset-based revolving credit facility from $65.0 million to $85.0 million. See Note 8 - Debt for further information.

At the time of the acquisition, MSN had 55 locations throughout the U.S. that provide per diem, local, contract, travel, and permanent hire staffing services. This acquisition increases the Company's branch network and market share, diversifies its customer base and brings new service lines. Management believes it positions the Company to serve its customers better and to increase earnings growth through improved fill rates, expansion of its managed service programs and per diem activities, and the recognition of cost synergies.

The acquisition has been accounted for in accordance with FASB ASC 805, Business Combinations, using the purchase method. The results of the acquisition's operations will be included in the consolidated statements of operations from July 1, 2014 due to their immaterial impact on June 30, 2014, the date of the acquisition. Accordingly, the MSN operations are not included in our accompanying condensed consolidated statements of operations, cash flows or comprehensive (loss) income for the three or six months ended June 30, 2014. The Company expects the results of the MSN acquisition to be substantially reported through its nurse and allied business segment.

The following table is an estimate of the fair values of the assets acquired and liabilities assumed subject to completion of the post-closing net working capital adjustment.



	(amounts in thousands)
Cash acquired	$	462
Accounts receivables, net	37,417
Other current assets	3,012
Property and equipment	5,113
Goodwill	18,768
Other intangible assets	12,400
Other assets	2,326
Total assets acquired	79,498

Accounts payable	7,269
Accrued employee compensation and benefits	14,013
Other liabilities	9,867
Total liabilities assumed	31,149

Non-controlling interest	298

Net assets acquired	$	48,051

The Company is using a third-party appraiser to determine the fair value and estimated useful lives of certain acquired assets and liabilities. The gross contractual accounts receivable of the business are $38.1 million and were recorded net of the Company's best estimate of receivables not expected to be collected of $0.7 million.

As of June 30, 2014, the self insurance accruals and liabilities for workers' compensation and professional liability were based on preliminary third-party appraisals which are subject to final actuarial reports. The Company provides workers’ compensation insurance coverage and professional liability coverage for our eligible temporary healthcare professionals. As part of the MSN acquisition, the Company assumed MSN’s workers compensation and professional liability claims (both known claims and those incurred but not reported or IBNR). The MSN workers’ compensation benefits are provided under a partially self-insured plan. The workers' compensation insurer requires that the Company provide a letter of credit to guarantee payments of those workers' compensation claims. The Company also purchased an aggregate stop loss policy that attaches at $2.3 million for known MSN professional liability claims with a policy limit of $5.0 million. For IBNR claims of MSN, the Company purchased a primary professional liability policy that provides each temporary healthcare professional with coverage of $1.0 million per occurrence and $5.0 million in the aggregate. This policy does not have a deductible. The Company also purchased an excess layer of insurance for MSN IBNR professional liability claims having limits of $1.0 million per occurrence and $6.0 million in the aggregate.

Based on the preliminary independent third-party appraisal, the Company assigned the following values to intangible and other identifiable assets: $4.2 million to trade names with an indefinite life, $1.5 million to customer relations with a weighted average estimated useful life of 13 years and $6.7 million to a database with an estimated useful life of 10 years, for a total of $8.2 million in definite life intangible assets with a weighted average estimated useful life of 11 years. The Company also assigned an estimated fair value of $0.3 million to the non-controlling interest in InteliStaf of Oklahoma, LLC, a joint venture between MSN and a third party. The remaining excess of purchase price over the fair value of net assets acquired of $18.8 million was recorded as goodwill, which is expected to be deductible for tax purposes. Additional acquisition-related costs of approximately $2.4 million were incurred and are reflected as acquisition and integration costs on the Company's condensed consolidated statement of operations for the three and six months ended June 30, 2014.

Allied Healthcare Staffing

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 acquired. The Company used $24.7 million in cash on hand and $4.5 million from borrowings under its senior secured asset based revolving credit 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.

As of the date of this filing, 21 leases have been either assumed or entered into by the Company representing approximately $2.3 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, and (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 Combinations, 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, in a total $14.0 million and a weighted average estimated useful life of 14 years. The remaining excess of purchase price over the fair value of net assets acquired of $14.6 million was recorded as goodwill, which is expected to be deductible for tax purposes. Additional acquisition-related costs of approximately $0.3 million and $0.6 million were incurred and are reflected as acquisition and integration costs on the Company's consolidated statement of operations for the three and six months ended June 30, 2014, respectively.

The following unaudited pro forma financial information approximates the consolidated results of operations of the Company as if the MSN and allied staffing business acquisitions 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, the amortization of acquired intangible assets and the elimination of certain expenses that will not be recurring in post-acquisition periods, net of an estimated income tax impact. These results are not necessarily indicative of future results as they do not include incremental investments in support functions, cost reductions or operating synergies, estimates of the changes in the fair value of the embedded derivative in our Convertible Notes or 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.



	Six Months Ended			Six Months Ended
	June 30, 2014			June 30, 2013
	(unaudited, amounts in thousands)

Revenue from services	$	362,818		$	354,951

Net loss	$	(1,978	)	$	(2,524	)

Net loss per common share - basic	$	(0.06	)	$	(0.08	)

Net loss per common share - diluted	$	(0.06	)	$	(0.08	)

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 June 30, 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).

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1490-128463

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7008-128479

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1486-128463

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6927-128479

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4845-128472

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1500-128463

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1524-128463

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7000-128479

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4922-128472

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4934-128472

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4926-128472

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6996-128479

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 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 June 30, 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 June 30, 2014 which was released in July 2014.

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 June 30, 2014 there was no known information about any indemnity claims. See Note 10 – Fair Value Measurements for more information.

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 and six months ended June 30, 2013.

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



	Three Months Ended			Six Months Ended
	June 30, 2013			June 30, 2013
	(amounts in thousands)

Revenue	$	—		$	7,939

Income from discontinued operations before gain on sale and income taxes	—			483
(Loss) gain on sale of discontinued operations	(73		)	4,085
Income tax benefit (expense)	51			(2,086		)
(Loss) income from discontinued operations, net of income taxes	$	(22	)	$	2,482

COMPREHENSIVE INCOME	6 Months Ended
COMPREHENSIVE INCOME	Jun. 30, 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 ASC 830, Foreign Currency Matters, 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 June 30, 2014 and December 31, 2013, respectively. Pursuant to Accounting Standard Update (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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e689-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=28358780&loc=SL7669619-108580

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e640-108580

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e716-108580

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e709-108580

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e637-108580

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e681-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Reclassification Adjustments
-URI http://asc.fasb.org/extlink&oid=6522872

Goodwill and Intangible Assets Disclosure [Abstract]

EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

EARNINGS PER SHARE

In accordance with the requirements of the ASC 260, Earnings Per Share Topic of the FASB ASC, basic earnings per share is computed by dividing net (loss) income by the weighted average number of shares outstanding (excluding unvested restricted stock) and diluted earnings per share reflects the dilutive effects of stock options and restricted stock (as calculated utilizing the treasury stock method).

Certain shares of common stock that are issuable upon the exercise of options and vesting of restricted stock have been excluded from the per share calculations because their effect would have been anti-dilutive. Such shares amounted to: 1,030,542 and 689,182 during the three and six months ended June 30, 2014, respectively, and 1,807,044 and 1,780,294 during the three and six months ended June 30, 2013, respectively. For purposes of calculating net (loss) income per common share, the Company excluded potentially dilutive shares of: 212,880 and 332,561 for the three and six months ended June 30, 2014, respectively, and 155,760 and 165,567 for the three and six months ended June 30, 2013, respectively, from the calculation as their effect would have been anti-dilutive due to the Company’s net loss from continuing operations in those periods.

Contingently issuable shares of 3,521,126 as of June 30, 2014, related to Convertible Notes, as defined in Note 8- Debt, if converted, would have had an anti-dilutive effect, and as such, have been excluded from the per share calculations for the three and six months ended June 30, 2014.

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						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
	(amounts in thousands, except per share data)
Loss from continuing operations	$	(3,181	)	$	(1,435	)	$	(3,964	)	$	(2,781	)
(Loss) income from discontinued operations, net of tax	—			(22		)	—			2,482
Net loss	$	(3,181	)	$	(1,457	)	$	(3,964	)	$	(299	)

Basic (loss) income per common share from:
Continuing operations	$	(0.10	)	$	(0.05	)	$	(0.13	)	$	(0.09	)
Discontinued operations	—			—			—			0.08
Net loss	$	(0.10	)	$	(0.05	)	$	(0.13	)	$	(0.01	)

Diluted (loss) income per common share from:
Continuing operations	$	(0.10	)	$	(0.05	)	$	(0.13	)	$	(0.09	)
Discontinued operations	—			—			—			0.08
Net loss	$	(0.10	)	$	(0.05	)	$	(0.13	)	$	(0.01	)

Weighted average common shares outstanding:
Basic	31,151			30,961			31,125			30,932
Diluted	31,151			30,961			31,125			30,932

GOODWILL, TRADE NAMES AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2014

GOODWILL, TRADE NAMES AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

As of June 30, 2014 and December 31, 2013, the Company had the following acquired intangible assets:



	June 30, 2014						December 31, 2013
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Gross Carrying Amount		Net Carrying Amount
	(amounts in thousands)
Intangible assets subject to amortization (a):
Databases	$	22,625	$	12,336	$	10,289	$	15,925	$	12,103	$	3,822
Customer relationships	38,804		16,440		22,364		37,304		15,125		22,179
Non-compete agreements	3,603		3,427		176		3,603		3,406		197
	$	65,032	$	32,203	$	32,829	$	56,832	$	30,634	$	26,198

Intangible assets not subject to amortization (a):
Goodwill					$	96,034					$	77,266
Trade Names					46,501						42,301
					$	142,535					$	119,567

_______________


(a)	Based on the timing of the MSN Acquisition, the estimated fair value of the intangible assets was recorded based on a preliminary valuation analysis. See Note 3 - Acquisitions.

As of June 30, 2014, estimated annual amortization expense for continuing operations is as follows:



Year Ending December 31:	(amounts in thousands)
2014	$	2,280
2015	3,694
2016	3,694
2017	3,649
2018	3,565
Thereafter	15,947
	$	32,829

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



	Nurse And Allied Staffing			Physician Staffing		Other Human Capital Management Services		Total
	(amounts in thousands)
Balances as of December 31, 2013
Aggregate goodwill acquired	$	274,286		$	43,405	$	19,307	$	336,998
Accumulated impairment loss (a)	(259,732		)	—		—		(259,732		)
Goodwill, net of impairment loss	14,554			43,405		19,307		77,266
Changes to aggregate goodwill in 2014
Goodwill acquired (b)	18,768			—		—		18,768
Balances as of June 30, 2014
Aggregate goodwill acquired	293,054			43,405		19,307		355,766
Accumulated impairment loss	(259,732		)	—		—		(259,732		)
Goodwill, net of impairment loss	$	33,322		$	43,405	$	19,307	$	96,034

_______________

(a)

A non-cash pretax impairment charge of approximately $241.0 million 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, and subsequent nurse staffing acquisitions made through 2003. In addition, in the second quarter of 2012, a non-cash pretax impairment charge of approximately $18.7 million was recorded for the Company’s nurse and allied staffing reporting unit.


(b)	Preliminary goodwill acquired from the acquisition of Medical Staffing Network. Due to the time of the acquisition, the final goodwill calculation is incomplete. See Note 3 - Acquisitions.

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.

DEBT

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

DEBT

At June 30, 2014 and December 31, 2013, long-term debt consists of the following:



	June 30,			December 31,
	2014			2013
	(amounts in thousands)
Senior Secured Asset-Based, interest 1.77% and 3.27% at June 30, 2014 and December 31, 2013, respectively	$	11,605		$	8,400
Second Lien Term Loan, net of unamortized discount of $1,125, interest 7.50% at June 30, 2014	28,875			—
Convertible Notes, net of unamortized discount of $7,702, interest 8.00% at June 30, 2014	17,298			—
Convertible note derivative liability	6,765			—
Capital lease obligations	254			176

Total debt	64,797			8,576
Less current portion	(11,711		)	(8,483		)
Long-term debt	$	53,086		$	93

Senior Credit Facility

On January 9, 2013, the Company entered into a First Lien Loan and Security Agreement, (the First Lien Loan Agreement of Senior Secured Asset-Based), by and among the Company and certain of its subsidiaries, as borrowers, and Bank of America, N.A., as agent. The First Lien Loan Agreement was subsequently amended to allow for the sale of its clinical trials services business in February 2014 and for administrative matters.

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 First Lien Loan Agreement. The Company wrote-off the remaining unamortized net debt issuance costs of approximately $1.1 million in the first quarter of 2013.

On June 30, 2014, the Company and certain of its subsidiaries, as borrowers, entered into a third amendment (the Amendment) to the Company’s First Lien Loan Agreement with Bank of America, N.A., as agent, in order to, among other things, increase the Company’s borrowing capacity under the First Lien Loan Agreement and to consent to the consummation of the MSN acquisition and the incurrence by the Company of the indebtedness contemplated pursuant to the Second Lien Term Loan Agreement and the Note Purchase Agreement. The Amendment provides for, among other things, increasing the revolving credit facility under the First Lien Loan Agreement from $65.0 million to $85.0 million and increasing the letter of credit subline under the First Lien Loan Agreement from $20.0 million to $35.0 million. In addition, the termination date of the revolving credit facility under the First Lien Loan Agreement has been extended to June 30, 2017.

The Company used the increased availability under the letter of credit subline to collateralize certain insurance obligations related to the MSN acquisition. The revolving credit facility and letter of credit subline will be used to provide ongoing working capital and for other general corporate purposes of the Company and its subsidiaries.

As of June 30, 2014 the First Lien Loan Agreement provides for: a three-year senior secured asset-based revolving credit facility in the aggregate principal amount of up to $85.0 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 in the agreement, and a $35.0 million subfacility for standby letters of credit. Swingline loans and letters of credit issued under the First Lien Loan Agreement reduce available revolving credit commitments on a dollar-for-dollar basis. Pursuant to the First Lien Loan Agreement, the aggregate amount of advances under the revolving credit facility (Borrowing Base) cannot exceed the lesser of (a) (i) $85.0 million, or (ii) 85% of eligible billed accounts receivable as defined in the First Lien Loan Agreement; plus (b) the lesser of (i) 85% of eligible unbilled accounts receivable and (ii) $18.0 million; minus (c) reserves as defined by the First Lien Loan Agreement, which include one week’s worth of W-2 payroll and fees payable to independent contractors.

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 June 30, 2014, the interest rate spreads and fees under the First Lien Loan Agreement are based on LIBOR plus 1.50% or Base Rate plus 0.50%. 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 June 30, 2014, was 0.375%.

The First Lien Loan Agreement contains customary representations, warranties, and affirmative covenants. The First Lien 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) $8.25 million, or availability is less than $4.0 million, the Company is required to meet a minimum fixed charge coverage ratio of 1.0, as defined in the First Lien Loan Agreement. The First Lien 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 First Lien 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 First Lien 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.

As of June 30, 2014, the gross availability under the First Lien Loan Agreement was approximately $73.0 million based on the Company's May accounts receivable balance pro forma including MSN accounts receivable. The Company had $31.5 million letters of credit outstanding and $11.6 million drawn under its revolving credit facility, leaving $29.9 million available as of June 30, 2014. The letters of credit relate to the Company’s workers’ compensation and professional liability insurance policies and included a backstop letter of credit of $8.0 million related to the acquisition of MSN which was subsequently released in July 2014.

Second Lien Term Loan

On June 30, 2014, the Company entered into a second lien loan and security agreement (the Second Lien Term Loan Agreement), by and among the Company, as borrower, certain of its domestic subsidiaries, as guarantors, and BSP Agency, LLC, as agent.

The Second Lien Term Loan Agreement provides for a five-year senior secured term loan facility in an aggregate principal amount of $30.0 million (the Second Lien Term Loan Facility, and the loans thereunder, the Second Lien Term Loans). The proceeds from the Second Lien Term Loan Facility were used by the Company to pay a portion of the consideration paid in the MSN Acquisition and related fees and expenses.

Amounts borrowed under the Second Lien Term Loan Facility that are repaid or prepaid may not be re-borrowed. The Second Lien Term Loans bear interest at a rate equal to adjusted LIBOR (defined as the 3-month London interbank offered rate for U.S. dollars, adjusted for customary Eurodollar reserve requirements, if any, and subject to a floor of 1.00%) plus 6.50%. The interest rate would increase by 200 basis points if an event of default exists under the Second Lien Term Loan Agreement.

The Company may, at its option, elect to prepay the Second Lien Term Loans on or before June 30, 2015, subject to a prepayment premium in an amount equal to (i) the amount of the principal amount of the Second Lien Term Loans being repaid, plus (ii) the accrued but unpaid interest on the principal amount so prepaid, if any, to the date of the prepayment, plus (iii) any associated administrative amounts or charges owed to the lenders as a result of the redeployment of funds or fees payable to terminate matching deposits, plus (iv) a “make whole” amount equal to the excess, if any, of (a) the present value at the prepayment date of (1) 103% of the aggregate principal amount of the Second Lien Term Loans then being prepaid, plus (2) all remaining scheduled interest payments due on the principal amount of such Second Lien Term Loans being prepaid through June 30, 2015 (excluding accrued but unpaid interest to the date of such prepayment), computed using a discount rate equal to the Treasury rate as of such prepayment date plus 50 basis points over (b) the outstanding principal amount of such Second Lien Term Loans being prepaid. The Company may, at its option at any time after June 30, 2015, prepay the Second Lien Term Loans in whole or in part at the redemption prices set forth therein, which range from 103% of the principal amount thereof for prepayments during the period July 1, 2015 through June 30, 2016, 102% of the principal amount thereof for prepayments during the period July 1, 2016 through June 30, 2017, and 100% of the principal amount thereof for prepayments after such date. If the Company completes a public offering on or prior to November 27, 2014, however, the Company may apply the proceeds of such public offering to prepay the Term Loans (plus accrued and unpaid interest thereon), in whole but not in part, without premium or penalty.

Subject to certain exceptions, the Second Lien Term Loans are required to be prepaid with: (a) 50% of excess cash flow (as defined in the Second Lien Term Loan Agreement) above $5.0 million for each fiscal year of the Company (commencing with the fiscal year ending December 31, 2015), provided that voluntary prepayments of the Second Lien Term Loans made during such fiscal year will reduce the amount of excess cash flow prepayments required for such fiscal year on a dollar-for-dollar basis; (b) 100% of the net cash proceeds of all asset sales or other dispositions of property by the Company and its subsidiaries, as set forth in the agreement, in excess of a defined threshold and subject to the right of the Company to reinvest such proceeds within 12 months; (c) 100% of the net cash proceeds of issuances of debt offerings of the Company and its subsidiaries (except the net cash proceeds of any permitted debt); and (d) 50% of the net cash proceeds of equity offerings of the Company.

The Second Lien Term Loan Agreement contains customary representations, warranties, and affirmative covenants. Among other things, the agreement also includes a financial covenant limiting the Company’s maximum “debt” to “EBITDA” (each, as defined therein) ratio to no greater than 4.50:1.00, subject to customary equity cure rights. The financial covenant will be tested quarterly, commencing with the quarter ended June 30, 2015 and each quarter thereafter for so long as any Second Lien Term Loans are outstanding. The agreement also contains customary negative covenants; including covenants with respect to, among other things, (i) indebtedness, (ii) liens, (iii) investments, (iv) fundamental corporate changes, (v) dispositions, (vi) dividends, distributions and other restricted payments, (vii) transactions with affiliates and (viii) restrictive agreements. The agreement 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 Second Lien Term Loan Facility documents.

The Company’s obligations under the Second Lien Term Loan Agreement are guaranteed by all material domestic subsidiaries of the Company (Subsidiary Guarantors). As collateral security for their obligations under the Second Lien Term Loan Agreement and guarantees thereof, the Company and the Subsidiary Guarantors have granted a second-priority security interest in substantially all their tangible and intangible assets.

Private Placement of Convertible Notes

On June 30, 2014, the Company and certain of its domestic subsidiaries entered into a Convertible Note Purchase Agreement (the Note Purchase Agreement), with certain note holders (collectively, the Noteholders). Pursuant to the Note Purchase Agreement, the Company sold to the Noteholders an aggregate of $25.0 million of convertible senior notes (the Convertible Notes). The proceeds from the Note Purchase Agreement were used by the Company to pay a portion of the consideration paid in the MSN Acquisition and related fees and expenses.

The Convertible Notes are convertible at the option of the holders thereof at any time into shares of the Company’s common stock, par value $0.0001 per share (Common Stock), at an initial conversion price of $7.10 per share, or 3,521,126 shares of Common Stock. After three years, the Company has the right to force a conversion of the Convertible Notes if the volume-weighted average price (VWAP) per share of its Common Stock exceeds 125% of the then conversion price for 20 days of a 30 day trading period. The conversion price is subject to adjustment pursuant to customary weighted average anti-dilution provisions including adjustments for the following: Common Stock dividends or distributions; issuance of any rights, warrants of options to acquire Common Stock; distributions of property; tender offer or exchange offer payments; cash dividends; or certain issuances of Common Stock at less than the conversion price. Upon conversion of the Convertible Notes, the Company will exchange, for the applicable conversion amount thereof a number of shares of Common Stock equal to the amount determined by dividing (i) such conversion amount by (ii) the conversion price in effect at the time of conversion. No fractional shares of Common Stock will be issued upon conversion of the Conversion Notes. In lieu of fractional shares, the Company shall pay cash in respect of each fractional share equal to such fractional amount multiplied by the Thirty Day VWAP as of the closing of business on the Business Day immediately preceding the conversion date as well as any unpaid accrued interest.

The Convertible Notes bear interest at a rate of 8.00% per annum, payable in quarterly cash installments; provided, however, that, at the Company’s option, up to 4.00% of the interest payable may be “paid-in-kind” through a quarterly addition of such “paid-in-kind” interest amount to the principal amount of the Convertible Notes. The Convertible Notes will mature on June 30, 2020, unless earlier repurchased, redeemed or converted. Subject to certain exceptions, the Company is not permitted to redeem the Convertible Notes until June 30, 2017. If the Company redeems the Convertible Notes on or after June 30, 2017, the Company is required to pay a premium equal to the greater of (i) the sum of (a) the amount of principal of the Convertible Notes redeemed, plus (b) the accrued but unpaid interests on the principal amount so redeemed to the date of the redemption, plus (c) 15% of the amount of principal of the Convertible Notes redeemed and (ii) the sum of (x) the average thirty day VWAP per share of Common Stock multiplied by the number of shares of Common Stock that the redeemed Convertible Notes are then convertible into and (y) the accrued but unpaid interest on the Convertible Notes.

If the Convertible Notes are redeemed prior to June 30, 2017, the Company is required to pay a premium equal to the greater of (i) the sum of (a) the amount of principal of the Convertible Notes redeemed, plus (b) the accrued but unpaid interests on the principal amount so redeemed to the date of the redemption, plus (c) a “make whole” amount (described below) and (ii) the sum of (x) the average thirty day volume-weighted average price per share of Common Stock multiplied by the number of shares of Common Stock that the redeemed Convertible Notes are then convertible into and (y) the accrued but unpaid interest on the Convertible Notes. The “make whole” amount is equal to the excess, if any, of (1) the present value at the date of redemption of (A) 115% of the principal amount of the Convertible Notes redeemed, plus (B) all remaining scheduled interest due on the principal amount of the notes being redeemed through June 30, 2017 computed using a discount rate equal to the Treasury rate as of the date of redemption plus 50 basis points over (2) the outstanding principal amount of the Convertible Notes then redeemed.

The Company has granted the Noteholders preemptive rights with respect to future equity issuances by the Company, subject to

customary exceptions.

In connection with the placement of the Convertible Notes, on June 30, 2014, the Company entered into a registration rights agreement (the Registration Rights Agreement) with the Noteholders, which sets forth the rights of the Noteholders to have the shares of Common Stock issuable upon conversion of the Convertible Notes registered with the Securities and Exchange Commission (the SEC) for public resale under the Securities Act of 1933, as amended. Pursuant to the Registration Rights Agreement, the Company is required to file a registration statement with the SEC (the Initial Registration Statement) on or prior to January 2, 2015, registering the shares of Common Stock issuable upon conversion of the Convertible Notes. The Company is required to use its reasonable best efforts to have the Initial Registration Statement declared effective as promptly as possible following the filing thereof and, in any event, by no later than by March 31, 2015. In addition, the agreement gives the Noteholders the ability to exercise certain piggyback registration rights in connection with registered offerings by the Company.

FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2014

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

ASC 820, Fair Value Measurements and Disclosures, 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 June 30, 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, Convertible Notes derivative liability 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.

Convertible Notes derivative liability - The Company utilizes Level 3 inputs to value its Convertible Notes derivative liability. See Note 9 - Convertible Notes Derivative Liability for further information.

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 June 30, 2014, the Company assigned no value to the performance earn-out based on recent information available to the Company. See Note 4 - 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 June 30, 2014 and December 31, 2013:

Fair Value Measurements

(amounts in thousands)



	June 30, 2014		December 31, 2013
Financial Liabilities:	(amounts in thousands)
(Level 1)
Deferred compensation	$	1,424	$	1,638
(Level 3)
Convertible Notes derivative liability (a)	6,765		—

_______________


(a)	Embedded derivative included in long-term debt on the condensed consolidated balance sheets. See Note 9 - Convertible Notes Derivative Liability for further information.

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

As required by ASC 805, Business Combinations, the Company estimated the fair value of the net assets acquired of the MSN acquisition. Refer to Note 3 - Acquisitions for further information.

If required by ASC 350, Intangibles-Goodwill and Other, 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 from 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 4 - 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 June 30, 2014, the fair value of the escrow receivable approximates its carrying amount based on the short-term nature of the receivable.

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:



	June 30, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
(Level 2)			(amounts in thousands)
Financial Assets:
Escrow Receivable	$	3,750	$	3,750	$	3,750	$	3,700
Financial Liabilities:
Second Lien Term Loan, net	$	28,875	$	28,875	$	—	$	—
Convertible Notes, net	$	17,298	$	17,298	$	—	$	—
Senior Secured Asset-Based (a)	$	11,605	$	11,605	$	8,400	$	8,400

_______________


(a)	Carrying value of the Senior Secured Asset-Based 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 Note [Abstract]

STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2014

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

Stock Repurchase Program

During both the six months ended June 30, 2014 and 2013, the Company did not repurchase any shares of its Common Stock under its February 2008 Board authorization.

As of June 30, 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 First Lien Loan Agreement and Second Lien Term Loan Agreement. At June 30, 2014, the Company had 31,238,871 shares of Common Stock outstanding.

Share-Based Payments

On March 11, 2014, the Board of Directors approved an amendment and restatement of the Company's 2007 Stock Incentive Plan (amended and restated effective March 20, 2013) (the “Stock Incentive Plan”), which was renamed the 2014 Omnibus Incentive Plan. The Stock Incentive Plan as amended and restated is referred to below as the Omnibus Plan. The Omnibus Plan approval was subject to, and became effective upon, stockholder approval at the Annual Meeting held on May 13, 2014 (the date of such approval is referred to below as the “2014 Restatement Date”). The Omnibus Plan generally incorporates the provisions of the Stock Incentive Plan as currently in effect and includes the following key modifications:


•	Increase of the Aggregate Share Reserve. The aggregate share reserve was increased by an additional 600,000 shares for a total share reserve of 4,100,000 shares under the Omnibus Plan.


•	Removal of Non-Appreciation Award Limit. In connection with the increase in the aggregate share reserve, the limit on the number of awards that are not “appreciation awards” (i.e., restricted stock and restricted stock units) that may be granted under the Omnibus Plan was removed.


•	Performance-Based Cash Awards. The Omnibus Plan includes performance-based cash awards that may be granted with the intent to comply with the “performance-based compensation” exception under Section 162(m) of the Internal Revenue Code.


•	Term Extension. The term of the Amended Plan was extended until March 10, 2024 (the 2007 Stock Incentive Plan was scheduled to expire on April 5, 2017).


•	Added pre-tax income as a metric to measure performance based equity awards.

During the six months ended June 30, 2014, 351,240 restricted stock awards and 239,585 performance stock awards were granted under the Omnibus Plan to the Company's non-employee Directors and management team. Pursuant to the Onmibus Plan the number of target shares that are issued for performance stock awards are determined based on the level of attainment of the targets. If the minimum level of performance is attained, restricted stock will be issued and with a vesting date of December 31, 2016, subject to the employee’s continuing employment.

The following table summarizes restricted stock awards and performance stock awards activity for the six months ended June 30, 2014:



	Restricted Stock Awards				Performance Stock Awards
	Number of Shares		Weighted Average Grant Date Fair Value		Number of Target Shares		Weighted Average Grant Date Fair Value
Unvested restricted stock awards, January 1, 2014	552,231		$	5.37	—		$	—
Granted	351,240		$	6.03	239,585		$	5.81
Vested	(173,479	)	$	5.78	—		$	—
Forfeited	(78,623	)	$	5.37	(14,623	)	$	5.77
Unvested restricted stock awards, June 30, 2014	651,369		$	5.62	224,962		$	5.82

During the three and six months ended June 30, 2014, $0.1 million and $0.5 million, respectively, was included in selling, general and administrative expenses related to share-based payments. In addition, a net of 135,534 restricted shares of Common Stock vested in the three and six months ended June 30, 2014.

During the three and six months ended June 30, 2013, $0.6 million and $1.2 million, respectively, was included in selling, general and administrative expenses related to share-based payments. In addition, a net of 180,613 restricted shares of Common Stock vested in the three and six months ended June 30, 2013.

SEGMENT DATA

6 Months Ended

Jun. 30, 2014

Segment Reporting [Abstract]

SEGMENT DATA

In accordance with the ASC 280, 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						Six Months Ended
	June 30,						June 30,
	2014			2013 (a)			2014			2013 (a)
	(amounts in thousands)
Revenues:
Nurse and allied staffing	$	82,616		$	65,656		$	162,809		$	136,729
Physician staffing	30,849			34,837			59,985			64,580
Other human capital management services	9,191			10,275			17,953			19,775
	$	122,656		$	110,768		$	240,747		$	221,084

Contribution income (b):
Nurse and allied staffing (c)	$	6,652		$	3,493		$	12,621		$	8,667
Physician staffing	1,874			2,562			2,625			4,788
Other human capital management services	(232		)	534			(66		)	824
	8,294			6,589			15,180			14,279

Unallocated corporate overhead (c)	5,057			5,486			11,380			11,787
Depreciation	817			1,040			1,791			2,062
Amortization	784			566			1,569			1,132
Acquisition and integration costs	2,747			—			3,042			—
Restructuring costs	755			375			755			375
Legal settlement charge	—			750			—			750
Loss from operations	$	(1,866	)	$	(1,628	)	$	(3,357	)	$	(1,827	)

_______________

(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, acquisition and integration costs, 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 ASC 280, Segment Reporting.


(c)	In 2014, the Company refined its methodology for allocating certain corporate overhead expenses to its nurse and allied staffing segment 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.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 33
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8971-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8595-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8380-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8538-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8864-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8906-108599

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2014

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.

Future minimum lease payments, as of June 30, 2014, associated with these agreements with terms of one year or more are as follow:



Through Year Ending December 31:	(amounts in thousands)
2014	$	3,868
2015	6,774
2016	5,381
2017	3,778
2018	1,619
Thereafter	2,623
	$	24,043

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 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 was held in May 2014. The Company expects the Court to grant final approval of the settlement during the fourth quarter of 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 June 30, 2014, on its condensed consolidated balance sheets.

INCOME TAXES

6 Months Ended

Jun. 30, 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 ASC 740, Income Taxes, 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 June 30, 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 and six months ended June 30, 2014 was (46.3)% and 1.6%, respectively, including the impact of discrete items. Excluding discrete items, the Company’s effective tax rate for continuing operations for the three and six months ended June 30, 2014 was (4.0)% and (41.4)%, respectively. 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 ASC 740, Income Taxes, 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	(8		)
Additions based on tax positions related to current year	317
Settlements of tax positions related to prior years	(344		)
Balance at June 30, 2014	$	4,951

As of June 30, 2014, the Company had approximately $4.4 million of unrecognized tax benefits, net of deferred taxes, which would affect the effective tax rate if recognized. During the six months ended June 30, 2014, the Company had gross increases of $0.3 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 $2.5 million. The adoption did not change existing recognition and measurement requirements in our condensed consolidated financial statements.

The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. The Company had accrued approximately $1.1 million and $1.0 million for interest and penalties as of June 30, 2014 and December 31, 2013, respectively.

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	6 Months Ended
RELATED PARTY TRANSACTIONS	Jun. 30, 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 to approximately $3.2 million and $5.5 million for the three and six months ended June 30, 2014, respectively. Revenue related to these transactions amounted to approximately $1.2 million and $2.3 million for the three and six months ended June 30, 2013, respectively. Accounts receivable due from these hospitals at June 30, 2014 and December 31, 2013 were approximately $1.7 million and $0.7 million, respectively. MSN provided staffing services to an entity that has a non-controlling interest in InteliStaf of Oklahoma, LLC, a joint venture between MSN (68% ownership) and an unrelated third party (with 32% ownership). At June 30, 2014, the Company had a receivable balance of approximately $0.9 million and a payable balance of $0.1 million relating to these staffing services.

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	6 Months Ended
RECENT ACCOUNTING PRONOUNCEMENTS	Jun. 30, 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 June 30, 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. In May 2014, the FASB and the International Accounting Standards Board (IASB) jointly issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606), which clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP and International Financial Reporting Standards (IFRS). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The ASU is effective for public entities for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted under GAAP and retrospective application is permitted, but not required. The Company is currently evaluating the impact of adopting this guidance on its financial position and results of operations.

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

Derivative Instruments and Hedging Activities Disclosure [Abstract]

CONVERTIBLE NOTES DERIVATIVE LIABILITY

6 Months Ended

Jun. 30, 2014

CONVERTIBLE NOTES DERIVATIVE LIABILITY

Derivative financial instruments, as defined in ASC 815, Accounting for Derivative Financial Instruments and Hedging Activities, consist of financial instruments or other contracts that contain a notional amount and one or more underlyings (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued Convertible Notes with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

The Convertible Notes issued in conjunction with the MSN acquisition are subject to anti-dilution adjustments that allow for the reduction in the Conversion Price, as defined in the agreement, in the event the Company subsequently issues equity securities including Common Stock or any security convertible or exchangeable for shares of Common Stock for a price less than the current conversion price. In addition, the Convertible Notes allows the issuer to exercise optional redemption features and the holder to exercise an offer to purchase feature, under certain conditions. The Company accounted for the conversion option in accordance with ASC 815. Since this conversion feature is not considered to be solely indexed to the Company’s own stock the derivative was recorded as a liability.

The Company’s Convertible Notes derivative liability has been measured at fair value at June 30, 2014 using a

trinomial lattice model. The optional redemption features along with the offer to purchase features are incorporated in to the valuation model. In addition, since the conversion price contains an anti-dilution adjustment, the probability that the Conversion Price of the Notes would decrease as the share price decreased was also incorporated into the valuation calculation.

The inputs into the valuation model are as follows:



	June 30, 2014
Closing share price	$6.52
Conversion price	$7.10
Risk free rate	1.94%
Expected volatility	40%
Dividend yield	—%
Expected life	6 years

The fair value of the convertible note payable derivative liability was $6.8 million at June 30, 2014.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jun. 30, 2014
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates 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, derivative liability, 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.
Goodwill
Debt Discount	Debt Discount Stated discounts on proceeds, and other fees reimbursed to lender, as well as the value of any embedded derivative features of the Convertible Notes and Term Loans are treated as a discount associated with the respective debt instrument and presented in the balance sheet as an offset to the carrying amount of the debt. Discounts are amortized to interest expense using the effective interest rate method, or a method that approximates the effective interest rate method, over the expected life of the debt.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates embedded conversion features within convertible debt under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 815, Derivatives and Hedging, to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in other expense (income) on our condensed consolidated statement of operations. The Company uses a trinomial lattice model to estimate the fair value of embedded conversion and redemption features in its convertible debt at the end of each applicable reporting period. Changes in the fair value of these derivatives during each reporting period will be reported in the consolidated statement of operations. Inputs into the model require estimates, including such items as estimated volatility of the Company’s stock, estimated probabilities of change of control and issuance of additional financing, risk-free interest rate and the estimated life of the financial instruments being fair valued. The fair value at inception has been recorded as debt discount and will be amortized to interest expense over the term of the note using the effective interest method or another method that approximates the effective interest method.
Performance-based Restricted Stock Compensation	Performance-Based Restricted Stock Compensation The Company granted performance-based shares to certain key personnel pursuant to its 2014 Omnibus Incentive Plan as described in Note 11- Stockholders' Equity. Pursuant to the Plan the number of target shares that will vest are determined based on the level of attainment of the targets. If the minimum level of performance is attained, restricted stock will vest on December 31, 2016. The Company recognizes performance-based restricted stock as compensation expense based on the most likely probability of attaining the prescribed performance and over the requisite service period beginning at its grant date and through the date the restricted stock vests.

ACQUISITIONS (Tables)

6 Months Ended

Jun. 30, 2014

Schedule of unaudited pro forma financial information



	Six Months Ended			Six Months Ended
	June 30, 2014			June 30, 2013
	(unaudited, amounts in thousands)

Revenue from services	$	362,818		$	354,951

Net loss	$	(1,978	)	$	(2,524	)

Net loss per common share - basic	$	(0.06	)	$	(0.08	)

Net loss per common share - diluted	$	(0.06	)	$	(0.08	)

Medical Staffing Network [Member]

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

The following table is an estimate of the fair values of the assets acquired and liabilities assumed subject to completion of the post-closing net working capital adjustment.



	(amounts in thousands)
Cash acquired	$	462
Accounts receivables, net	37,417
Other current assets	3,012
Property and equipment	5,113
Goodwill	18,768
Other intangible assets	12,400
Other assets	2,326
Total assets acquired	79,498

Accounts payable	7,269
Accrued employee compensation and benefits	14,013
Other liabilities	9,867
Total liabilities assumed	31,149

Non-controlling interest	298

Net assets acquired	$	48,051

On Assignment [Member]

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

DISCONTINUED OPERATIONS (Tables)

6 Months Ended

Jun. 30, 2014

Discontinued Operations and Disposal Groups [Abstract]

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			Six Months Ended
	June 30, 2013			June 30, 2013
	(amounts in thousands)

Revenue	$	—		$	7,939

Income from discontinued operations before gain on sale and income taxes	—			483
(Loss) gain on sale of discontinued operations	(73		)	4,085
Income tax benefit (expense)	51			(2,086		)
(Loss) income from discontinued operations, net of income taxes	$	(22	)	$	2,482

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)

6 Months Ended

Jun. 30, 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						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
	(amounts in thousands, except per share data)
Loss from continuing operations	$	(3,181	)	$	(1,435	)	$	(3,964	)	$	(2,781	)
(Loss) income from discontinued operations, net of tax	—			(22		)	—			2,482
Net loss	$	(3,181	)	$	(1,457	)	$	(3,964	)	$	(299	)

Basic (loss) income per common share from:
Continuing operations	$	(0.10	)	$	(0.05	)	$	(0.13	)	$	(0.09	)
Discontinued operations	—			—			—			0.08
Net loss	$	(0.10	)	$	(0.05	)	$	(0.13	)	$	(0.01	)

Diluted (loss) income per common share from:
Continuing operations	$	(0.10	)	$	(0.05	)	$	(0.13	)	$	(0.09	)
Discontinued operations	—			—			—			0.08
Net loss	$	(0.10	)	$	(0.05	)	$	(0.13	)	$	(0.01	)

Weighted average common shares outstanding:
Basic	31,151			30,961			31,125			30,932
Diluted	31,151			30,961			31,125			30,932

GOODWILL, TRADE NAMES AND OTHER IDENTIFIABLE INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Acquired Intangible Assets

As of June 30, 2014 and December 31, 2013, the Company had the following acquired intangible assets:



	June 30, 2014						December 31, 2013
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Gross Carrying Amount		Net Carrying Amount
	(amounts in thousands)
Intangible assets subject to amortization (a):
Databases	$	22,625	$	12,336	$	10,289	$	15,925	$	12,103	$	3,822
Customer relationships	38,804		16,440		22,364		37,304		15,125		22,179
Non-compete agreements	3,603		3,427		176		3,603		3,406		197
	$	65,032	$	32,203	$	32,829	$	56,832	$	30,634	$	26,198

Intangible assets not subject to amortization (a):
Goodwill					$	96,034					$	77,266
Trade Names					46,501						42,301
					$	142,535					$	119,567

Estimated Annual Amortization Expense

As of June 30, 2014, estimated annual amortization expense for continuing operations is as follows:



Year Ending December 31:	(amounts in thousands)
2014	$	2,280
2015	3,694
2016	3,694
2017	3,649
2018	3,565
Thereafter	15,947
	$	32,829

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			Physician Staffing		Other Human Capital Management Services		Total
	(amounts in thousands)
Balances as of December 31, 2013
Aggregate goodwill acquired	$	274,286		$	43,405	$	19,307	$	336,998
Accumulated impairment loss (a)	(259,732		)	—		—		(259,732		)
Goodwill, net of impairment loss	14,554			43,405		19,307		77,266
Changes to aggregate goodwill in 2014
Goodwill acquired (b)	18,768			—		—		18,768
Balances as of June 30, 2014
Aggregate goodwill acquired	293,054			43,405		19,307		355,766
Accumulated impairment loss	(259,732		)	—		—		(259,732		)
Goodwill, net of impairment loss	$	33,322		$	43,405	$	19,307	$	96,034

_______________

(a)


(b)	Preliminary goodwill acquired from the acquisition of Medical Staffing Network. Due to the time of the acquisition, the final goodwill calculation is incomplete. See Note 3 - Acquisitions.

DEBT (Tables)

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Long-term Debt

At June 30, 2014 and December 31, 2013, long-term debt consists of the following:



	June 30,			December 31,
	2014			2013
	(amounts in thousands)
Senior Secured Asset-Based, interest 1.77% and 3.27% at June 30, 2014 and December 31, 2013, respectively	$	11,605		$	8,400
Second Lien Term Loan, net of unamortized discount of $1,125, interest 7.50% at June 30, 2014	28,875			—
Convertible Notes, net of unamortized discount of $7,702, interest 8.00% at June 30, 2014	17,298			—
Convertible note derivative liability	6,765			—
Capital lease obligations	254			176

Total debt	64,797			8,576
Less current portion	(11,711		)	(8,483		)
Long-term debt	$	53,086		$	93

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 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 June 30, 2014 and December 31, 2013:

Fair Value Measurements

(amounts in thousands)



	June 30, 2014		December 31, 2013
Financial Liabilities:	(amounts in thousands)
(Level 1)
Deferred compensation	$	1,424	$	1,638
(Level 3)
Convertible Notes derivative liability (a)	6,765		—

_______________


(a)	Embedded derivative included in long-term debt on the condensed consolidated balance sheets. See Note 9 - Convertible Notes Derivative Liability for further information.

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:



	June 30, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
(Level 2)			(amounts in thousands)
Financial Assets:
Escrow Receivable	$	3,750	$	3,750	$	3,750	$	3,700
Financial Liabilities:
Second Lien Term Loan, net	$	28,875	$	28,875	$	—	$	—
Convertible Notes, net	$	17,298	$	17,298	$	—	$	—
Senior Secured Asset-Based (a)	$	11,605	$	11,605	$	8,400	$	8,400

SEGMENT DATA (Tables)

6 Months Ended

Jun. 30, 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						Six Months Ended
	June 30,						June 30,
	2014			2013 (a)			2014			2013 (a)
	(amounts in thousands)
Revenues:
Nurse and allied staffing	$	82,616		$	65,656		$	162,809		$	136,729
Physician staffing	30,849			34,837			59,985			64,580
Other human capital management services	9,191			10,275			17,953			19,775
	$	122,656		$	110,768		$	240,747		$	221,084

Contribution income (b):
Nurse and allied staffing (c)	$	6,652		$	3,493		$	12,621		$	8,667
Physician staffing	1,874			2,562			2,625			4,788
Other human capital management services	(232		)	534			(66		)	824
	8,294			6,589			15,180			14,279

Unallocated corporate overhead (c)	5,057			5,486			11,380			11,787
Depreciation	817			1,040			1,791			2,062
Amortization	784			566			1,569			1,132
Acquisition and integration costs	2,747			—			3,042			—
Restructuring costs	755			375			755			375
Legal settlement charge	—			750			—			750
Loss from operations	$	(1,866	)	$	(1,628	)	$	(3,357	)	$	(1,827	)

_______________

(a)

(b)


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

INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2014

Income Tax Disclosure [Abstract]

Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits

In accordance with ASC 740, Income Taxes, 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	(8		)
Additions based on tax positions related to current year	317
Settlements of tax positions related to prior years	(344		)
Balance at June 30, 2014	$	4,951

CONVERTIBLE NOTES DERIVATIVE LIABILITY (Tables)

6 Months Ended

Jun. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Inputs into Valuation Model

The inputs into the valuation model are as follows:



	June 30, 2014
Closing share price	$6.52
Conversion price	$7.10
Risk free rate	1.94%
Expected volatility	40%
Dividend yield	—%
Expected life	6 years

Acquisitions - Narrative (Detail)
$ / shares in Millions

1 Months Ended

3 Months Ended

6 Months Ended

12 Months Ended

Aug. 07, 2014

USD ($)

lease

Jan. 09, 2013

USD ($)

Jun. 30, 2014

USD ($)

location

$ / shares

Dec. 31, 2013

USD ($)

branch

specialty

Jun. 30, 2014

USD ($)

location

$ / shares

Jun. 30, 2013

USD ($)

^[1]

Jun. 30, 2014

USD ($)

location

$ / shares

Jun. 30, 2013

USD ($)

Dec. 31, 2013

USD ($)

Acquisition of assets of Medical Staffing Network, net of cash acquired

$ 45,359,000

$ 0

Number of locations of operations | location

Gross accounts receivable

$ 38,100,000

Receivables not expected to be collected

700,000

Claim attached

2,300,000

Policy limit

5,000,000

Policy, coverage per occurrence

1,000,000

Policy Coverage

5,000,000

Excess layer limit per occurence

1,000,000

Excess layer limit

6,000,000

Goodwill

96,034,000

$ 77,266,000

96,034,000

$ 77,266,000

Acquisition costs

2,747,000

$ 0

3,042,000

^[2]

$ 0

^[1]

Amount of operating lease future payments assumed

24,043,000

Term Loan Facility

Convertible Notes Payable

28,875,000

Medical Staffing Network [Member]

17,298,000

Consideration transferred

48,100,000

Acquisition of assets of Medical Staffing Network, net of cash acquired

45,400,000

Business combination, amount deposited in escrow, working capital adjustment

1,000,000

Deferred compensation

$ 2,500,000

2,500,000

Period of deferred compensation

21 months

Finite-lived intangible assets

$ 12,400,000

12,400,000

$ 8,200,000

8,200,000

Weighted average useful life

11 years

Non controlling interest fair value

$ 298,000

298,000

Goodwill

18,768,000

Acquisition costs

2,400,000

Medical Staffing Network [Member] | Customer Relationships [Member]

$ 1,500,000

1,500,000

Medical Staffing Network [Member] | Customer Lists [Member]

13 years

$ 6,700,000

6,700,000

Medical Staffing Network [Member] | Subordinated Debt [Member]

10 years

Medical Staffing Network [Member] | Term Loan Facility

$ 55,000,000

55,000,000

Line of credit facility, term

$ 30,000,000

30,000,000

5 years

Medical Staffing Network [Member] | Convertible Notes Payable

Line of credit facility, term

$ 25,000,000

6 years

Debt conversion price | $ / shares

$ 0.0

On Assignment [Member]

Consideration transferred

28,700,000

Finite-lived intangible assets

14,000,000

14,000,000

$ 14,000,000

Weighted average useful life

14 years

Goodwill

14,554,000

$ 14,554,000

Acquisition costs

473,000

$ 313,687

$ 608,337

Cash

$ 24,700,000

24,700,000

Number of branch-based employees acquired | branch

Number of staffing specialties acquired | specialty

125

Number of branch offices acquired | branch

On Assignment [Member] | Customer Relationships [Member]

$ 10,400,000

On Assignment [Member] | Customer Lists [Member]

16 years

3,400,000

$ 3,400,000

On Assignment [Member] | Noncompete Agreements [Member]

10 years

200,000

$ 200,000

On Assignment [Member] | Revolving Credit Facility [Member] | Line of Credit

5 years

M D A Holdings Inc [Member]

$ 4,500,000

First Lien Loan Agreement | Revolving Credit Facility [Member]

Escrow deposit balance

$ 3,600,000

3,600,000

Line of credit facility, term

3 years

Credit facility maximum borrowing capacity

$ 65,000,000

85,000,000

Subsequent Event [Member] | On Assignment [Member]

Amount of operating lease future payments assumed

$ 2,300,000

Number of leases assumed | lease

Trade Names [Member] | Medical Staffing Network [Member]

$ 4,200,000

[1]

[2]

ACQUISITIONS Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jun. 30, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Goodwill	$ 96,034	$ 77,266
Medical Staffing Network [Member]
Business Acquisition [Line Items]
Cash acquired	462
Accounts receivables, net	37,417
Other current assets	3,012
Property and equipment	5,113
Goodwill	18,768
Other intangible assets	12,400
Other assets	2,326
Total assets acquired	79,498
Accounts payable	7,269
Accrued employee compensation and benefits	14,013
Other liabilities	9,867
Total liabilities assumed	31,149
Non-controlling interest	298
Net assets acquired	$ 48,051
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		$ 28,717

ACQUISITIONS Schedule of Pro-forma Information (Details) - On Assignment [Member] - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Business Acquisition [Line Items]
Revenue from services	$ 362,818	$ 354,951
Net loss	$ (1,978)	$ (2,524)
Net loss per common share - basic	$ (0.06)	$ (0.08)
Net loss per common share - diluted	$ (0.06)	$ (0.08)

Discontinued Operations - Narrative (Detail) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Feb. 15, 2013	Dec. 31, 2013	Jun. 30, 2013	Jun. 30, 2014
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
Adjustment to reflect additional gain (loss) on disposal	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		6 Months Ended
Discontinued Operations (Detail) - USD ($) $ in Thousands	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
(Loss) income from discontinued operations, net of income taxes	$ 0	$ (22)	$ 0	$ 2,482
Clinical Trial Services [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue		0		7,939
Income from discontinued operations before gain on sale and income taxes		0		483
(Loss) gain on sale of discontinued operations		(73)		4,085
Income tax benefit (expense)		51		(2,086)
(Loss) income from discontinued operations, net of income taxes		$ (22)		$ 2,482

Comprehensive Income - Narrative (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Equity [Abstract]
Cumulative impact of currency fluctuations	$ 1,000		$ 1,000		$ 1,100
Reclassification of currency translation adjustments related to sale of clinical trial services business (see Note 5 - Comprehensive Income)	$ 0	$ 0	$ 0	$ 2,337

Earnings Per Share - Narrative (Detail) - shares	3 Months Ended		6 Months Ended
Earnings Per Share - Narrative (Detail) - shares	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive shares excluded due to net loss	212,880	155,760	332,561	165,567
Stock Compensation Plan [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock shares that have been excluded from the per share calculation	1,030,542	1,807,044	689,182	1,780,294
Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock shares that have been excluded from the per share calculation	3,521,126		3,521,126

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		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Earnings Per Share [Abstract]
Loss from continuing operations	$ (3,181)	$ (1,435)	$ (3,964)	$ (2,781)
(Loss) income from discontinued operations, net of tax	0	(22)	0	2,482
Net loss	$ (3,181)	$ (1,457)	$ (3,964)	$ (299)
Basic (loss) income per common share from:
Continuing operations (in usd per share)	$ (0.10)	$ (0.05)	$ (0.13)	$ (0.09)
Discontinued operations (in usd per share)	0.00	0.00	0.00	0.08
Net income (loss) (in usd per share)	(0.10)	(0.05)	(0.13)	(0.01)
Diluted (loss) income per common share from:
Continuing operations (in usd per share)	(0.10)	(0.05)	(0.13)	(0.09)
Discontinued operations (in usd per share)	0.00	0.00	0.00	0.08
Net income (loss) (in usd per share)	$ (0.10)	$ (0.05)	$ (0.13)	$ (0.01)
Weighted-average number of shares outstanding-basic (in shares)	31,151	30,961	31,125	30,932
Weighted-average number of shares outstanding-diluted (in shares)	31,151	30,961	31,125	30,932

Acquired Intangible Assets (Detail) - USD ($) $ in Thousands	Jun. 30, 2014	Dec. 31, 2013
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Intangible assets subject to amortization, gross carrying amount	$ 65,032	$ 56,832
Intangible assets subject to amortization, accumulated amortization	32,203	30,634
Intangible assets subject to amortization, net carrying amount	32,829	26,198
Goodwill	96,034	77,266
Trade names	46,501	42,301
Intangible assets not subject to amortization, net	142,535	119,567
Database Rights [Member]
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Intangible assets subject to amortization, gross carrying amount	22,625	15,925
Intangible assets subject to amortization, accumulated amortization	12,336	12,103
Intangible assets subject to amortization, net carrying amount	10,289	3,822
Customer Relationships [Member]
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Intangible assets subject to amortization, gross carrying amount	38,804	37,304
Intangible assets subject to amortization, accumulated amortization	16,440	15,125
Intangible assets subject to amortization, net carrying amount	22,364	22,179
Noncompete Agreements [Member]
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Intangible assets subject to amortization, gross carrying amount	3,603	3,603
Intangible assets subject to amortization, accumulated amortization	3,427	3,406
Intangible assets subject to amortization, net carrying amount	$ 176	$ 197

Estimated Annual Amortization Expense (Detail) - USD ($) $ in Thousands	Jun. 30, 2014	Dec. 31, 2013
Goodwill and Intangible Assets Disclosure [Abstract]
2014	$ 2,280
2015	3,694
2016	3,694
2017	3,649
2018	3,565
Thereafter	15,947
Intangible assets subject to amortization, net carrying amount	$ 32,829	$ 26,198

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

3 Months Ended

6 Months Ended

Jun. 30, 2012

Jun. 30, 2014

Dec. 31, 2013

Dec. 31, 2008

$ 77,266,000

355,766,000

$ 336,998,000

(259,732,000)

^[1]

$ (241,000,000)

96,034,000

Nurse and allied staffing

^[2]

18,768,000

Impairment charges

$ 18,700,000

14,554,000

293,054,000

274,286,000

(259,732,000)

^[1]

33,322,000

Physician Staffing [Member]

^[2]

18,768,000

43,405,000

43,405,000

^[1]

43,405,000

Other human capital management services [Member]

^[2]

19,307,000

19,307,000

$ 0

^[1]

19,307,000

Disclosure Changes In Carrying Amount Of Goodwill By Segment [Abstract]

^[2]

$ 0

[1]

[2]

Preliminary goodwill acquired from the acquisition of Medical Staffing Network. Due to the time of the acquisition, the final goodwill calculation is incomplete. See Note 3 - Acquisitions.

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

3 Months Ended

Jun. 30, 2012

Jun. 30, 2014

Dec. 31, 2013

^[1]

Dec. 31, 2008

Non-cash pretax charge of goodwill

$ 259,732,000

$ 241,000,000

Goodwill impairment charge

$ 18,700,000

[1]

Debt - Long- Term Debt (Detail) - USD ($) $ in Thousands	Jun. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Capital lease obligations and note payable	$ 254	$ 176
Total debt	64,797	8,576
Less current portion	(11,711)	(8,483)
Long-term debt and capital lease obligations	53,086	93
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt	11,605	8,400
Term Loan Facility
Debt Instrument [Line Items]
Debt	28,875	0
Convertible Notes Payable
Debt Instrument [Line Items]
Debt	17,298	0
Convertible Note Derivative Liability [Member]
Debt Instrument [Line Items]
Debt	$ 6,765	$ 0

Debt - Parenthetical (Detail) - USD ($) $ in Thousands	Jun. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Revolver credit facility, interest rate	1.77%	3.27%
Term Loan Facility
Debt Instrument [Line Items]
Interest Rate	7.50%
Unamortized Discount	$ 1,166
Convertible Notes Payable
Debt Instrument [Line Items]
Interest Rate	8.00%
Unamortized Discount	$ 972

Debt - Narrative (Detail) $ in Thousands			1 Months Ended	3 Months Ended	6 Months Ended
Debt - Narrative (Detail) $ in Thousands	Jun. 30, 2014 USD ($)	Jan. 09, 2013 USD ($)	Jun. 30, 2014 USD ($)	Mar. 31, 2013 USD ($)	Jun. 30, 2014 USD ($)
Debt Instrument [Line Items]
Debt Instrument Covenant, Availability Threshold	$ 4,000		$ 4,000		$ 4,000
First Lien Loan 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	31,500		$ 31,500		31,500
Backstop Letter of Credit [Member]
Debt Instrument [Line Items]
Letters of credit outstanding	8,000		8,000		$ 8,000
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Write off of deferred debt issuance cost				$ 1,100
Short-term Debt, Interest Rate Increase					2.00%
Revolving Credit Facility [Member] \| First Lien Loan Agreement
Debt Instrument [Line Items]
Line of credit facility, amount drawn	11,600		11,600		$ 11,600
Revolving Credit Facility [Member] \| Debt Modification
Debt Instrument [Line Items]
Fees related to the modified portion of debt				100
Line of Credit \| First Lien Loan Agreement
Debt Instrument [Line Items]
Remaining borrowing capacity	$ 29,900		$ 29,900		$ 29,900
Term Loan Facility
Debt Instrument [Line Items]
Write off of deferred debt issuance cost				$ 300
Second Lien Term Loan
Debt Instrument [Line Items]
Line of credit facility, term	5 years
Credit facility maximum borrowing capacity		$ 30,000
Interest margin	6.50%
Prepayment of Debt, Prepayment Premium, Percent of Aggregate Principal	103.00%
Debt Instrument, Basis Spread on Variable Rate, Floor	1.00%
Mandatory Prepayments As Percentage Of Excess Cash Flow	50.00%		50.00%		50.00%
Mandatory Prepayments in Excess of Cash Flow, Threshold	$ 5,000		$ 5,000		$ 5,000
Mandatory Prepayments, Percentage of Net Cash Proceeds of Asset Sold	100.00%		100.00%		100.00%
Mandatory Prepayments, Percent of Cash Proceeds of Issuances of Debt	100.00%		100.00%		100.00%
Mandatory Prepayment, Percent of Net Cash Proceeds of Equity Offering	50.00%		50.00%		50.00%
Debt To Ebitda Ratio					4.50
Second Lien Term Loan \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt, Basis Spread on Discount Rate on Prepayment, Percentage	0.50%
First Lien Loan Agreement \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility, term		3 years
Credit facility maximum borrowing capacity	$ 85,000	$ 65,000	$ 85,000		$ 85,000
Aggregate amount of advances under the line of credit (borrowing base)	$ 85,000		$ 85,000		$ 85,000
Line of credit facility, eligible billed accounts receivable per the loan agreement	85.00%		85.00%		85.00%
Line of credit facility, eligible unbilled accounts receivable per the loan agreement	85.00%		85.00%		85.00%
Line of credit facility, eligible borrowing of unbilled accounts receivable	$ 18,000		$ 18,000		$ 18,000
Required percentage of aggregate amount of the commitment	12.50%		12.50%		12.50%
Required minimum availability under credit facility to avoid negative covenants	$ 8,250		$ 8,250		$ 8,250
Minimum fixed charge coverage ratio	1.0		1.0		1.0
Line of Credit Facility, Current Borrowing Capacity	$ 73,000		$ 73,000		$ 73,000
First Lien Loan Agreement \| Revolving Credit Facility [Member] \| LIBOR
Debt Instrument [Line Items]
Interest margin			1.50%
Line of Credit Facility, Interest Rate Description			LIBOR
First Lien Loan Agreement \| Revolving Credit Facility [Member] \| Base Rate
Debt Instrument [Line Items]
Interest margin			0.50%
Line of Credit Facility, Interest Rate Description			Base Rate
First Lien Loan Agreement \| Revolving Credit Facility [Member] \| Swingline Borrowings
Debt Instrument [Line Items]
Subfacility loans percentage up to aggregate revolver commitments		10.00%
First Lien Loan Agreement \| Revolving Credit Facility [Member] \| Standby Letters of Credit
Debt Instrument [Line Items]
Line of credit, subfacility for standby letters of credit	$ 35,000	$ 20,000	$ 35,000		$ 35,000
Period July 1, 2015 through June 30, 2016 \| Second Lien Term Loan
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed	103.00%
Period July 1, 2016 through June 30, 2017 \| Second Lien Term Loan
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed	102.00%
After June 30, 2017 \| Second Lien Term Loan
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed	100.00%
Convertible Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument, convertible, threshold trading days					20

DEBT - Private Placement of Convertible Notes Narrative (Details) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2014 USD ($) instrument $ / shares
Debt Instrument [Line Items]
Closing share price	$ 6.52
Convertible Senior Notes [Member]
Debt Instrument [Line Items]
Debt \| $	$ 25.0
Common Stock, Par or Stated Value Per Share	$ 0.0001
Debt conversion price	$ 7.10
Debt instrument, convertible, number of equity instruments \| instrument	3,521,126
Debt instrument, convertible, threshold percentage of stock price trigger	125.00%
Debt instrument, convertible, threshold trading days	20
Debt instrument, convertible, threshold consecutive trading days	30 days
Interest Rate	8.00%
Debt instrument, interest, percent paid in kind, maximum	4.00%
Convertible debt redeemed after permissible date, redemption premium, percent of principal	15.00%
Convertible debt redeemed before permissible date, redemption premium, percent of principal	115.00%
Convertible Senior Notes [Member] \| Treasury Rate [Member]
Debt Instrument [Line Items]
Convertible debt, basis spread on discount rate on redemption, percentage	0.50%

Estimated Fair values Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands	Jun. 30, 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	$ 1,424	$ 1,638
Convertible Notes, Net [Member] \| Fair Value, Inputs, Level 2 \| Estimate of Fair Value Measurement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible Notes derivative liability	17,298	0
Convertible Notes, Net [Member] \| Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible Notes derivative liability	$ 7	$ 0

Fair Value Measurements - Narrative (Detail) - USD ($) $ in Thousands	Jun. 30, 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

Jun. 30, 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

Fair Value, Option, Quantitative Disclosures [Line Items]

Escrow Receivable, Carrying Amount

3,750

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

Fair Value, Option, Quantitative Disclosures [Line Items]

Escrow Receivable, Fair Value

3,750

3,700

Second Lien Term Loan | Reported Value Measurement [Member] | Fair Value, Inputs, Level 2

Fair Value, Option, Quantitative Disclosures [Line Items]

Long-term Debt, Gross

^[1]

28,875

Second Lien Term Loan | Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2

Fair Value, Option, Quantitative Disclosures [Line Items]

Convertible Notes derivative liability

^[1]

28,875

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

Fair Value, Option, Quantitative Disclosures [Line Items]

Long-term Debt, Gross

17,298

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

Fair Value, Option, Quantitative Disclosures [Line Items]

Convertible Notes derivative liability

17,298

Senior Secured Asset Based [Member] | Reported Value Measurement [Member] | Fair Value, Inputs, Level 2

Fair Value, Option, Quantitative Disclosures [Line Items]

Long-term Debt, Gross

^[1]

11,605

8,400

Senior Secured Asset Based [Member] | Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2

Fair Value, Option, Quantitative Disclosures [Line Items]

Convertible Notes derivative liability

^[1]

$ 11,605

$ 8,400

[1]	Carrying value of the Senior Secured Asset-Based 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		6 Months Ended
	Mar. 11, 2014	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 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		942,443
Number of shares of common stock outstanding (in shares)		31,238,871		31,238,871
Share-based compensation		$ 100	$ 600	$ 542	$ 1,184
Omnibus Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized	600,000
Number of shares authorized		4,100,000		4,100,000
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested in period, net		135,534	180,613	135,534,000	180,613,000
Granted				351,240
Restricted Stock [Member] \| Omnibus Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted				351,240
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted				239,585
Performance Shares [Member] \| Omnibus Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted				239,585

STOCKHOLDERS' EQUITY (Summary of Restricted Stock and Performance Shares) (Details)	6 Months Ended
	Jun. 30, 2014 $ / shares shares
Restricted Stock [Member]
Number of Shares
Unvested restricted stock awards, January 1, 2014 \| shares	552,231
Granted \| shares	351,240
Vested \| shares	(173,479)
Forfeited \| shares	(78,623)
Unvested restricted stock awards, January 1, 2014 \| shares	651,369
Weighted Average Grant Date Fair Value
Unvested restricted stock awards, January 1, 2014 \| $ / shares	$ 5.37
Granted \| $ / shares	6.03
Vested \| $ / shares	5.78
Forfeited \| $ / shares	5.37
Unvested restricted stock awards, January 1, 2014 \| $ / shares	$ 5.62
Performance Shares [Member]
Number of Shares
Unvested restricted stock awards, January 1, 2014 \| shares	0
Granted \| shares	239,585
Vested \| shares	0
Forfeited \| shares	(14,623)
Unvested restricted stock awards, January 1, 2014 \| shares	224,962
Weighted Average Grant Date Fair Value
Unvested restricted stock awards, January 1, 2014 \| $ / shares	$ 0.00
Granted \| $ / shares	5.81
Vested \| $ / shares	0.00
Forfeited \| $ / shares	5.77
Unvested restricted stock awards, January 1, 2014 \| $ / shares	$ 5.82

Segment Data - Narrative (Detail)	6 Months Ended
Segment Data - Narrative (Detail)	Jun. 30, 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

6 Months Ended

Jun. 30, 2014

Jun. 30, 2013

^[1]

Jun. 30, 2014

Jun. 30, 2013

^[1]

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

$ 122,656

$ 110,768

$ 240,747

$ 221,084

Unallocated corporate overhead

^[2]

8,294

6,589

15,180

14,279

^[3]

5,057

5,486

11,380

11,787

Depreciation

817

^[3]

1,040

1,791

^[3]

2,062

Amortization

784

^[3]

566

1,569

^[3]

1,132

Acquisition and integration costs

2,747

3,042

^[3]

Restructuring costs

755

^[3]

375

755

^[3]

375

Legal settlement charge

^[3]

750

^[3]

750

Loss from operations

(1,866)

^[3]

(1,628)

(3,357)

^[3]

(1,827)

Nurse and allied staffing

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

82,616

65,656

162,809

136,729

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

^[3]

6,652

^[2]

3,493

^[2]

12,621

^[2]

8,667

Physician staffing

30,849

34,837

59,985

64,580

Other human capital management services [Member]

^[2]

1,874

2,562

2,625

4,788

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

9,191

10,275

17,953

19,775

^[2]

$ (232)

$ 534

$ (66)

$ 824

[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 on 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, acquisition and integration costs, 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 ASC 280, Segment Reporting.
[3]	In 2014, the Company refined its methodology for allocating certain corporate overhead expenses to its nurse and allied staffing segment 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 Millions	6 Months Ended
	Jun. 30, 2014 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Settlement	$ 0.8

COMMITMENTS AND CONTINGENCIES (Future Minimum Lease Payments) (Details) $ in Thousands	Jun. 30, 2014 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2014	$ 3,868
2015	6,774
2016	5,381
2017	3,778
2018	1,619
Thereafter	2,623
Total	$ 24,043

Income Taxes - Narrative (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2014	Dec. 31, 2013
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Effective tax rate	(46.30%)	1.60%
Effective income tax rate continuing operations excluding discrete items	0.00%	0.00%
Unrecognized tax benefits that would impact effective tax rate	$ 4,400	$ 4,400
Unrecognized tax benefits period gross increases		300
Settlements of tax positions related to prior years		(344)
Reclassification between other non-current liabilities and non-current deferred income tax assets		2,500
Income tax penalties and interest	$ 1,100	$ 1,100	$ 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	6 Months Ended
	Jun. 30, 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	(8)
Additions based on tax provisions related to current year	317
Settlements of tax positions related to prior years	(344)
Balance at June 30, 2014	$ 4,951

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Related Party Transaction [Line Items]
Revenue from related parties	$ 3,200	$ 1,161	$ 5,500	$ 2,300
Accounts receivable from related parties	$ 1,737		$ 1,737		$ 733
InteliStaf
Related Party Transaction [Line Items]
Joint venture, percent ownership	68.00%		68.00%
Joint venture, percent ownership by co-venturer which is also a customer	32.00%		32.00%
Receivable balance with joint venture	$ 900		$ 900
Payable balance with joint venture	$ 100		$ 100

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