View Filing Data

Direct operating expenses

$ 188,944

$ 108,048

^[1]

$ 429,691

$ 329,132

^[1]

Operating expenses:

141,667

79,864

319,528

244,234

Selling, general and administrative expenses

40,858

25,504

99,480

79,172

Bad debt expense

257

215

721

769

Depreciation

1,005

890

^[1]

2,796

2,952

^[1]

Amortization

1,011

552

^[1]

2,580

1,684

^[1]

Acquisition and integration costs

2,383

^[1]

5,425

^[1]

Restructuring costs

109

^[1]

755

484

^[1]

Legal settlement charge

^[1]

750

^[1]

Total operating expenses

187,181

107,134

431,285

330,045

Income (loss) from operations

1,763

914

^[1]

(1,594)

(913)

^[1]

Other expenses (income):

Foreign exchange (gain) loss

(11)

(53)

(154)

Interest expense

1,832

190

2,376

634

Change in fair value of convertible note derivative liability

7,308

Loss on early extinguishment and modification of debt

1,419

Other (income) expense, net

(51)

(32)

(83)

(Loss) income from continuing operations before income taxes

(7,315)

809

(11,344)

(2,729)

Income tax expense (benefit)

169

(644)

104

(1,401)

(Loss) income from continuing operations

(7,484)

1,453

(11,448)

(1,328)

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

(539)

1,943

Net (loss) income

(7,484)

914

(11,448)

615

Less: Net income attributable to non-controlling interest in subsidiary

118

Net (loss) income attributable to Cross Country Healthcare, Inc.

$ (7,602)

$ 914

$ (11,566)

$ 615

Basic (loss) income per common share from:

Continuing operations (in usd per share)

$ (0.24)

$ 0.05

$ (0.37)

$ (0.04)

Discontinued operations (in usd per share)

0.00

(0.02)

0.00

0.06

Net (loss) income attributable to Cross Country Healthcare, Inc. (in usd per share)

(0.24)

0.03

(0.37)

0.02

Diluted (loss) income per common share from:

Continuing operations (in usd per share)

(0.24)

0.05

(0.37)

(0.04)

Discontinued operations (in usd per share)

0.00

(0.02)

0.00

0.06

Net (loss) income attributable to Cross Country Healthcare, Inc. (in usd per share)

$ (0.24)

$ 0.03

$ (0.37)

$ 0.02

Weighted average common shares outstanding:

Basic (shares)

31,245

31,085

31,165

30,984

Diluted (shares)

31,245

31,161

31,165

30,984

[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.

Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Statement of Comprehensive Income [Abstract]
Net (loss) Income	$ (7,484)	$ 914	$ (11,448)	$ 615
Other comprehensive (loss) income, before tax:
Foreign currency translation adjustments	(34)	(128)	58	(413)
Reclassification of currency translation adjustments related to sale of clinical trial services business (see Note 5 - Comprehensive (Loss) Income)	0	0	0	2,337
Other comprehensive (loss) income, before tax	(34)	(128)	58	1,924
Income tax (benefit) expense related to items of other comprehensive income	0	(47)	162	(176)
Other comprehensive (loss) income, net of tax	(34)	(81)	(104)	2,100
Comprehensive (loss) income	(7,518)	833	(11,552)	2,715
Less: Net income attributable to non-controlling interest in subsidiary	118	0	118	0
Comprehensive (loss) income attributable to Cross Country Healthcare, Inc.	$ (7,636)	$ 833	$ (11,670)	$ 2,715

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Statement of Cash Flows [Abstract]
Net (loss) Income	$ (11,448)	$ 615
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation	2,796	2,952
Amortization	2,580	1,684
Bad debt expense	721	774
Loss on early extinguishment and modification of debt	0	1,419
Deferred income tax expense	2,637	2,195
Amortization of debt issuance costs	206	176
Amortization of debt discount	384	0
Change in fair value of convertible note derivative liability	7,308	0
Equity compensation	958	1,635
Gain on sale of clinical trial services business	0	(4,014)
Other non-cash costs	99	0
Changes in operating assets and liabilities:
Accounts receivable	(11,201)	5,322
Other assets	267	(940)
Income taxes	(3,755)	(1,651)
Accounts payable and accrued expenses	3,242	(338)
Other liabilities	2,150	1,730
Net cash (used in) provided by operating activities	(3,056)	11,559
Investing activities
Proceeds from sale of clinical trial services business segment, net of cash sold and transaction costs	3,750	45,704
Acquisition of assets of Medical Staffing Network, net of cash acquired	(44,911)	0
Purchases of property and equipment	(3,778)	(676)
Net cash (used in) provided by investing activities	(44,939)	45,028
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	(57,004)	(49,244)
Borrowings under asset-based revolving credit facility	53,105	49,244
Principal payments on capital lease obligations and note payable	(96)	(451)
Repurchase of stock for restricted stock tax withholdings	(245)	(301)
Debt issuance costs	(1,053)	(506)
Net cash provided by (used in) financing activities	47,645	(34,383)
Effect of exchange rate changes on cash	27	(214)
Change in cash and cash equivalents	(323)	21,990
Cash and cash equivalents at beginning of period	8,055	10,463
Cash and cash equivalents at end of period	$ 7,732	$ 32,453

ORGANIZATION AND BASIS OF PRESENTATION	9 Months Ended
ORGANIZATION AND BASIS OF PRESENTATION	Sep. 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).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 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. Impairment Testing Historically, the Company completed the annual goodwill impairment test as of December 31 of each fiscal year. During the quarter ended September 30, 2014, the Company voluntarily changed the date of its goodwill and indefinite-lived intangible assets impairment testing from December 31 to the first day of its fourth quarter. This voluntary change is preferable under the circumstances as it provides the Company with additional time to complete its annual goodwill and indefinite-lived intangible asset impairment testing in advance of its year-end reporting. The voluntary change in accounting principle related to the annual testing date will not delay, accelerate, or avoid an impairment charge. This change is not applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively. 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, as defined in Note 8 - Debt, 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 expenses (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 are 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 is being 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 estimates the fair value of performance shares by reference to the Company's stock price on the date of grant. 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. Restructuring and Cost Reduction Plan In the second quarter of 2013, the Company implemented a plan to reduce operating costs. Restructuring costs included in the consolidated statements of operations are primarily related to senior management employee severance pay.

ACQUISITIONS

9 Months Ended

Sep. 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 paid $44.9 million, 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 acquisition method. The results of the acquisition's operations have been 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. The acquisition results have been substantially reported through the Company's Nurse and Allied Staffing business segment. As such, the associated goodwill related to the acquisition of MSN has been fully allocated to Nurse and Allied.

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	$	910
Accounts receivables, net	37,275
Other current assets	3,378
Property and equipment	5,148
Goodwill	13,843
Other intangible assets	17,100
Other assets	2,325
Total assets acquired	79,979

Accounts payable	7,161
Accrued employee compensation and benefits	14,306
Other liabilities	9,867
Total liabilities assumed	31,334

Non-controlling interest	324

Net assets acquired	$	48,321

The Company used 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 were $38.1 million and were recorded net of the Company's best estimate of receivables not expected to be collected of $0.8 million.

The self -insurance accruals and liabilities for workers' compensation and professional liability were based on preliminary third-party appraisals. 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 professional liability claims of MSN, the Company purchased a primary 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 a preliminary independent third-party appraisal, the Company assigned the following values to intangible and other identifiable assets: $5.9 million to trade names with an indefinite life, $4.7 million to customer relations with a weighted average estimated useful life of 13 years and $6.5 million to a database with an estimated useful life of 10 years, for a total of $11.2 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. In the three months ended September 30, 2014, measurement adjustments were made to the estimated closing balance sheet based on revised estimates provided by the independent third-party appraisal firm related to the identification and allocation of intangible assets. As a result, an additional $4.7 million was identified as other intangible assets.

The remaining excess purchase price over the fair value of net assets acquired of $13.8 million was recorded as goodwill, which is expected to be deductible for tax purposes. Additional acquisition-related costs of approximately $2.3 million and $4.7 million were incurred and are reflected as acquisition and integration costs on the Company's condensed consolidated statement of operations for the three and nine months ended September 30, 2014, respectively.

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.

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 acquisition 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 a 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 $0.1 million and $0.7 million were incurred and are reflected as acquisition and integration costs on the Company's consolidated statement of operations for the three and nine months ended September 30, 2014, respectively.

Results of Recent Acquisitions

The Company is integrating the acquired businesses into its current operations, including the consolidation of branch and corporate offices and therefore, it is impracticable to separate their results from their dates of acquisition. 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 adjustments include removing nonrecurring transaction costs of approximately $6.2 million related to the MSN acquisition. 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.



	Nine Months Ended			Nine Months Ended
	September 30, 2014			September 30, 2013
	(unaudited, amounts in thousands)

Revenue from services	$	551,761		$	531,854

Net loss	$	(9,580	)	$	(2,717	)

Net loss per common share - basic	$	(0.31	)	$	(0.09	)

Net loss per common share - diluted	$	(0.31	)	$	(0.09	)

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 September 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).

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Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

9 Months Ended

Sep. 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 performance-based milestones were not earned, and as a result $1.5 million of the original escrow was released to the Buyer in the second quarter of 2013, and $2.25 million 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 adjusted the amount, each reporting period, based on any known information that would be reasonable and estimable. The total escrow amount was released to the Company in August 2014 and reported as additional proceeds from the sale in the investing activities on its condensed consolidated statement of cash flows. 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 nine months ended September 30, 2013.

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



	Three Months Ended			Nine Months Ended
	September 30, 2013			September 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	(71		)	4,014
Income tax expense	(468		)	(2,554		)
(Loss) income from discontinued operations, net of income taxes	$	(539	)	$	1,943

COMPREHENSIVE (LOSS) INCOME	9 Months Ended
COMPREHENSIVE (LOSS) INCOME	Sep. 30, 2014
Equity [Abstract]
COMPREHENSIVE (LOSS) INCOME	COMPREHENSIVE (LOSS) 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 $1.1 million at both September 30, 2014 and December 31, 2013. 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. During the three months ended September 30, 2013, the income tax benefit related to other comprehensive income was immaterial. During the nine months ended September 30, 2014 and 2013, the Company's consolidated condensed statement of other comprehensive (loss) income included income tax expense of $0.2 million and income tax benefit of $0.2 million, respectively, related to foreign currency translation adjustments.

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
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-Section 45
-Paragraph 15
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Paragraph 1A
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Paragraph 12
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-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

9 Months Ended

Sep. 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 attributable to Cross Country Healthcare, Inc. 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: 658,077 and 678,814 during the three and nine months ended September 30, 2014, respectively, and 1,544,503 and 1,701,697 during the three and nine months ended September 30, 2013, respectively. For purposes of calculating net (loss) income per common share, the Company excluded potentially dilutive shares of: 227,343 and 297,488 for the three and nine months ended September 30, 2014, respectively, and 135,846 for the nine months ended September 30, 2013, from the calculation as their effect would have been anti-dilutive due to the Company’s net loss from continuing operations in those periods.

Contingently issuable shares of 3,521,126 as of September 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 nine months ended September 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						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
	(amounts in thousands, except per share data)
(Loss) income from continuing operations	$	(7,484	)	$	1,453		$	(11,448	)	$	(1,328	)
(Loss) income from discontinued operations, net of tax	—			(539		)	—			1,943
Net (loss) income	(7,484		)	914			(11,448		)	615
Less: Net income attributable to non-controlling interest in subsidiary	118			—			118			—
Net (loss) income attributable to Cross Country Healthcare, Inc.	$	(7,602	)	$	914		$	(11,566	)	$	615

Basic (loss) income per common share from:
Continuing operations	$	(0.24	)	$	0.05		$	(0.37	)	$	(0.04	)
Discontinued operations	—			(0.02		)	—			0.06
Net (loss) income attributable to Cross Country Healthcare, Inc.	$	(0.24	)	$	0.03		$	(0.37	)	$	0.02

Diluted (loss) income per common share from:
Continuing operations	$	(0.24	)	$	0.05		$	(0.37	)	$	(0.04	)
Discontinued operations	—			(0.02		)	—			0.06
Net (loss) income attributable to Cross Country Healthcare, Inc.	$	(0.24	)	$	0.03		$	(0.37	)	$	0.02

Weighted average common shares outstanding:
Basic	31,245			31,085			31,165			30,984
Diluted	31,245			31,161			31,165			30,984

GOODWILL, TRADE NAMES AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2014

GOODWILL, TRADE NAMES AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

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



	September 30, 2014						December 31, 2013
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(amounts in thousands)
Intangible assets subject to amortization (a):
Databases	$	22,425	$	12,614	$	9,811	$	15,925	$	12,103	$	3,822
Customer relationships	42,004		17,164		24,840		37,304		15,125		22,179
Non-compete agreements	3,603		3,436		167		3,603		3,406		197
	$	68,032	$	33,214	$	34,818	$	56,832	$	30,634	$	26,198

Intangible assets not subject to amortization (a):
Goodwill					$	91,109					$	77,266
Trade Names					48,201						42,301
					$	139,310					$	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 September 30, 2014, estimated annual amortization expense for continuing operations is as follows:



Year Ending December 31:	(amounts in thousands)
2014	$	993
2015	3,929
2016	3,929
2017	3,885
2018	3,800
Thereafter	18,282
	$	34,818

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)	13,843			—		—		13,843
Balances as of September 30, 2014
Aggregate goodwill acquired	288,129			43,405		19,307		350,841
Accumulated impairment loss	(259,732		)	—		—		(259,732		)
Goodwill, net of impairment loss	$	28,397		$	43,405	$	19,307	$	91,109

_______________

(a)

In the fourth quarter of 2008, 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 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)	Goodwill acquired from the acquisition of Medical Staffing Network. 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.

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DEBT

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

DEBT

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



	September 30,			December 31,
	2014			2013
	(amounts in thousands)
Senior Secured Asset-Based, interest 1.75% and 3.27% at September 30, 2014 and December 31, 2013, respectively	$	4,501		$	8,400
Second Lien Term Loan, net of unamortized discount of $1,068, interest 7.50% at September 30, 2014	28,932			—
Convertible Notes, net of unamortized discount of $7,376, interest 8.00% at September 30, 2014	17,624			—
Convertible Notes derivative liability	14,073			—
Capital lease obligations	228			176

Total debt	65,358			8,576
Less current portion	(4,607		)	(8,483		)
Long-term debt	$	60,751		$	93

Senior Credit Facility

On January 9, 2013, the Company entered into a First Lien Loan Agreement, (the First Lien Loan Agreement or Senior Secured Asset-Based Loan), 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 2013 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 provided 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 the June 30, 2014 amendment, 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, 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 September 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 September 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 September 30, 2014, the Gross Availability, as defined in the First Lien Loan Agreement, was approximately $70.7 million based on the Company's August accounts receivable balance. The Company had $26.5 million letters of credit outstanding and $4.5 million drawn under its revolving credit facility, leaving $39.7 million available as of September 30, 2014. The letters of credit relate to the Company’s workers’ compensation and professional liability insurance policies.

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 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.

CONVERTIBLE NOTES DERIVATIVE LIABILITY

9 Months Ended

Sep. 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 allow 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 September 30, 2014 using a

trinomial lattice model. The optional redemption features, along with the offer to purchase features are incorporated into 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:



	September 30, 2014
Closing share price	$9.29
Conversion price	$7.10
Risk free rate	2.07%
Expected volatility	40%
Dividend yield	—%
Expected life	5.75 years

The fair value of the convertible note payable derivative liability was $14.1 million at September 30, 2014.

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 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 September 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.

Escrow receivable —The Company recorded the $3.75 million indemnity escrow funds related to the sale of its clinical trial services business as an escrow receivable and adjusted the amount to the estimated fair value each reporting period based on any known information. The total escrow amount was released to the Company in August 2014 relieving the escrow receivable balance. See Note 4 - Discontinued Operations for further information.

Contingent consideration receivable, performance earnout—The earn out related to the Company’s sale of its clinical trial services business was treated as a contingent consideration receivable for accounting purposes. The Company utilized Level 3 inputs to value the contingent consideration receivable as significant unobservable inputs were used in the calculation of its fair value and related to the future performance of the disposed business. The fair value of the contingent consideration receivable was adjusted to its fair value on a quarterly basis with any 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 impacted the contingent consideration that could have been paid to the Company. The contingency was resolved during the third quarter of 2014 resulting in no additional consideration. See Note 4 - Discontinued Operations for further information.

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 and Note 2 - Summary of Significant Accounting Policies 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 September 30, 2014 and December 31, 2013:

Fair Value Measurements



	September 30, 2014		December 31, 2013
Financial Assets:	(amounts in thousands)
(Level 3)
Escrow Receivable	$	—	$	3,750

Financial Liabilities:
(Level 1)
Deferred compensation	$	1,482	$	1,638
(Level 3)
Convertible Notes derivative liability	$	14,073	$	—

The table which follows reconciles the opening balances to the closing balances for fair value measurements categorized withing Level 3 of the fair value hierarchy:



	Escrow			Convertible Note
	Receivable			Derivative Liability (a)
	(amounts in thousands)
December 31, 2013	$	3,750		$	—
Purchases / Sales	—			6,765
Settlements	(3,750		)	—
Valuation additions	—			7,308
September 30, 2014	$	—		$	14,073

_______________

(a)

Embedded derivative included in long-term debt on the condensed consolidated balance sheets. Embedded derivative of $6.8 million added as of June 30, 2014. Change in valuation of derivative in the three months ended September 30, 2014 was $7.3 million and is included in other expenses (income) on the condensed consolidated statement of operations. See Note 9 - Convertible Notes Derivative Liability and Note 2 -Summary of Significant Accounting Policies 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, 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 following table represents the carrying amounts and estimated fair values of the Company’s significant financial instruments that were not measured at fair value:



	September 30, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial Liabilities:			(amounts in thousands)
(Level 2)
Second Lien Term Loan, net (a)	$	28,932	$	29,900	$	—	$	—
Convertible Notes, net (a)	$	17,624	$	18,900	$	—	$	—
Senior Secured Asset-Based Loan (b)	$	4,501	$	4,501	$	8,400	$	8,400

_______________

(a)

The Second Lien Term Loan and Convertible Notes are reported at their carrying value in the accompanying condensed consolidated balance sheets. The Company determined their fair value, as presented in the table using an income approach, utilizing a discounted cash flow analysis based on current market interest rates for debt issuances with similar remaining years to maturity, adjusted for credit risk.


(b)	Carrying value of the Senior Secured Asset-Based Loan 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

9 Months Ended

Sep. 30, 2014

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

Stock Repurchase Program

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

As of September 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 September 30, 2014, the Company had 31,254,034 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 nine months ended September 30, 2014, 377,308 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 with a vesting date of December 31, 2016, subject to the employee’s continuing employment. During the three and nine month periods ended September 30, 2014, the Company estimated it would achieve a minimum level of performance and accordingly, share-based compensation includes an immaterial cumulative adjustment for services provided in the second quarter of 2014.

The following table summarizes restricted stock awards and performance stock awards activity for the nine months ended September 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	377,308		$	6.18	239,585		$	5.81
Vested	(181,354	)	$	5.77	—		$	—
Forfeited	(83,354	)	$	5.38	(17,479	)	$	5.77
Unvested restricted stock awards, September 30, 2014	664,831		$	5.72	222,106		$	5.82

During the three and nine months ended September 30, 2014, $0.4 million and $1.0 million, respectively, was included in selling, general and administrative expenses related to share-based payments. In addition, a net of 5,654 and 141,188 restricted shares of Common Stock vested in the three and nine months ended September 30, 2014, respectively.

During the three and nine months ended September 30, 2013, $0.5 million and $1.6 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 nine months ended September 30, 2013.

SEGMENT DATA

9 Months Ended

Sep. 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 – Nurse and Allied Staffing 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 – Physician Staffing 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) and Saber-Salisbury brands 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 – Other Human Capital Management Services 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					Nine Months Ended
	September 30,					September 30,
	2014			2013 (a)		2014			2013 (a)
	(amounts in thousands)
Revenues:
Nurse and Allied Staffing	$	147,518		$	65,580	$	310,327		$	202,309
Physician Staffing	32,286			33,353		92,271			97,933
Other Human Capital Management Services	9,140			9,115		27,093			28,890
	$	188,944		$	108,048	$	429,691		$	329,132

Contribution income (b):
Nurse and Allied Staffing (c)	$	12,575		$	4,998	$	25,196		$	13,665
Physician Staffing	1,478			2,243		4,103			7,031
Other Human Capital Management Services	(55		)	55		(121		)	879
	13,998			7,296		29,178			21,575

Unallocated corporate overhead (c)	7,836			4,831		19,216			16,618
Depreciation	1,005			890		2,796			2,952
Amortization	1,011			552		2,580			1,684
Acquisition and integration costs	2,383			—		5,425			—
Restructuring costs	—			109		755			484
Legal settlement charge	—			—		—			750
Income (loss) from operations	$	1,763		$	914	$	(1,594	)	$	(913	)

_______________

(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
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 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 September 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	$	1,980
2015	6,833
2016	5,442
2017	3,814
2018	1,622
Thereafter	2,624
	$	22,315

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 alleged 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 Court granted final approval of the settlement in September 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 September 30, 2014, on its condensed consolidated balance sheets.

INCOME TAXES

9 Months Ended

Sep. 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 September 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 nine months ended September 30, 2014 was (2.3)% and (0.9)%, respectively, including the impact of discrete items. Excluding discrete items, the Company’s effective tax rate for continuing operations for the three and nine months ended September 30, 2014 was (15.2)% and (24.4)%, respectively. The effective tax rates are different than the statutory rates primarily due to the impact from amortization of indefinite-lived intangible assets for tax purposes, the partial non-deductibility of certain per diem expenses and international and state minimum taxes, which were partly offset by the reduction in unrecognized tax benefits due to the expiration of certain statutes of limitations.

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 or $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
Additions based on tax positions related to prior years	13
Additions based on tax positions related to current year	495
Settlements of tax positions related to prior years	(344		)
Reductions for tax positions as a result of a lapse of the applicable statute of limitations	(1,566		)
Balance at September 30, 2014	$	3,584

As of September 30, 2014, the Company had approximately $3.0 million of unrecognized tax benefits, net of deferred taxes, which would affect the effective tax rate if recognized. During the nine months ended September 30, 2014, the Company had gross increases of $0.5 million to its current year unrecognized tax benefits related to federal and state tax issues. In addition, the Company had gross decreases of $1.9 million to its unrecognized tax benefits related to settlements and the closure of open tax years.

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 $2.1 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 $0.9 million and $1.0 million for interest and penalties as of September 30, 2014 and December 31, 2013, respectively.

The tax years 2010 through 2013 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	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 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 $6.0 million and $11.4 million for the three and nine months ended September 30, 2014, respectively. Revenue related to these transactions amounted to approximately $1.2 million and $3.5 million for the three and nine months ended September 30, 2013, respectively. Accounts receivable due from these hospitals at September 30, 2014 and December 31, 2013 were approximately $1.6 million and $0.4 million, respectively. The Company provided staffing services to an entity that has a non-controlling interest in InteliStaf of Oklahoma, LLC, a joint venture between the Company (68% ownership) and an unrelated third party (with 32% ownership). At September 30, 2014, the Company had a receivable balance of approximately $1.4 million and a payable balance of $0.3 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	9 Months Ended
RECENT ACCOUNTING PRONOUNCEMENTS	Sep. 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 nine months ended September 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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 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.
Impairment Testing	Impairment Testing Historically, the Company completed the annual goodwill impairment test as of December 31 of each fiscal year. During the quarter ended September 30, 2014, the Company voluntarily changed the date of its goodwill and indefinite-lived intangible assets impairment testing from December 31 to the first day of its fourth quarter. This voluntary change is preferable under the circumstances as it provides the Company with additional time to complete its annual goodwill and indefinite-lived intangible asset impairment testing in advance of its year-end reporting. The voluntary change in accounting principle related to the annual testing date will not delay, accelerate, or avoid an impairment charge. This change is not applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively.
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, as defined in Note 8 - Debt, 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 expenses (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 are 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 is being 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 estimates the fair value of performance shares by reference to the Company's stock price on the date of grant. 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.
Restructuring and Cost Reduction Plan	Restructuring and Cost Reduction Plan In the second quarter of 2013, the Company implemented a plan to reduce operating costs. Restructuring costs included in the consolidated statements of operations are primarily related to senior management employee severance pay.

ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2014

Schedule of unaudited pro forma financial information

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 adjustments include removing nonrecurring transaction costs of approximately $6.2 million related to the MSN acquisition. 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.



	Nine Months Ended			Nine Months Ended
	September 30, 2014			September 30, 2013
	(unaudited, amounts in thousands)

Revenue from services	$	551,761		$	531,854

Net loss	$	(9,580	)	$	(2,717	)

Net loss per common share - basic	$	(0.31	)	$	(0.09	)

Net loss per common share - diluted	$	(0.31	)	$	(0.09	)

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	$	910
Accounts receivables, net	37,275
Other current assets	3,378
Property and equipment	5,148
Goodwill	13,843
Other intangible assets	17,100
Other assets	2,325
Total assets acquired	79,979

Accounts payable	7,161
Accrued employee compensation and benefits	14,306
Other liabilities	9,867
Total liabilities assumed	31,334

Non-controlling interest	324

Net assets acquired	$	48,321

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)

9 Months Ended

Sep. 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			Nine Months Ended
	September 30, 2013			September 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	(71		)	4,014
Income tax expense	(468		)	(2,554		)
(Loss) income from discontinued operations, net of income taxes	$	(539	)	$	1,943

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)

9 Months Ended

Sep. 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						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
	(amounts in thousands, except per share data)
(Loss) income from continuing operations	$	(7,484	)	$	1,453		$	(11,448	)	$	(1,328	)
(Loss) income from discontinued operations, net of tax	—			(539		)	—			1,943
Net (loss) income	(7,484		)	914			(11,448		)	615
Less: Net income attributable to non-controlling interest in subsidiary	118			—			118			—
Net (loss) income attributable to Cross Country Healthcare, Inc.	$	(7,602	)	$	914		$	(11,566	)	$	615

Basic (loss) income per common share from:
Continuing operations	$	(0.24	)	$	0.05		$	(0.37	)	$	(0.04	)
Discontinued operations	—			(0.02		)	—			0.06
Net (loss) income attributable to Cross Country Healthcare, Inc.	$	(0.24	)	$	0.03		$	(0.37	)	$	0.02

Diluted (loss) income per common share from:
Continuing operations	$	(0.24	)	$	0.05		$	(0.37	)	$	(0.04	)
Discontinued operations	—			(0.02		)	—			0.06
Net (loss) income attributable to Cross Country Healthcare, Inc.	$	(0.24	)	$	0.03		$	(0.37	)	$	0.02

Weighted average common shares outstanding:
Basic	31,245			31,085			31,165			30,984
Diluted	31,245			31,161			31,165			30,984

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

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Acquired Intangible Assets

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



	September 30, 2014						December 31, 2013
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(amounts in thousands)
Intangible assets subject to amortization (a):
Databases	$	22,425	$	12,614	$	9,811	$	15,925	$	12,103	$	3,822
Customer relationships	42,004		17,164		24,840		37,304		15,125		22,179
Non-compete agreements	3,603		3,436		167		3,603		3,406		197
	$	68,032	$	33,214	$	34,818	$	56,832	$	30,634	$	26,198

Intangible assets not subject to amortization (a):
Goodwill					$	91,109					$	77,266
Trade Names					48,201						42,301
					$	139,310					$	119,567

Estimated Annual Amortization Expense

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



Year Ending December 31:	(amounts in thousands)
2014	$	993
2015	3,929
2016	3,929
2017	3,885
2018	3,800
Thereafter	18,282
	$	34,818

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)	13,843			—		—		13,843
Balances as of September 30, 2014
Aggregate goodwill acquired	288,129			43,405		19,307		350,841
Accumulated impairment loss	(259,732		)	—		—		(259,732		)
Goodwill, net of impairment loss	$	28,397		$	43,405	$	19,307	$	91,109

_______________

(a)


(b)	Goodwill acquired from the acquisition of Medical Staffing Network. See Note 3 - Acquisitions.

DEBT (Tables)

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Long-term Debt

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



	September 30,			December 31,
	2014			2013
	(amounts in thousands)
Senior Secured Asset-Based, interest 1.75% and 3.27% at September 30, 2014 and December 31, 2013, respectively	$	4,501		$	8,400
Second Lien Term Loan, net of unamortized discount of $1,068, interest 7.50% at September 30, 2014	28,932			—
Convertible Notes, net of unamortized discount of $7,376, interest 8.00% at September 30, 2014	17,624			—
Convertible Notes derivative liability	14,073			—
Capital lease obligations	228			176

Total debt	65,358			8,576
Less current portion	(4,607		)	(8,483		)
Long-term debt	$	60,751		$	93

CONVERTIBLE NOTES DERIVATIVE LIABILITY (Tables)

9 Months Ended

Sep. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Inputs into Valuation Model

The inputs into the valuation model are as follows:



	September 30, 2014
Closing share price	$9.29
Conversion price	$7.10
Risk free rate	2.07%
Expected volatility	40%
Dividend yield	—%
Expected life	5.75 years

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 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 September 30, 2014 and December 31, 2013:

Fair Value Measurements



	September 30, 2014		December 31, 2013
Financial Assets:	(amounts in thousands)
(Level 3)
Escrow Receivable	$	—	$	3,750

Financial Liabilities:
(Level 1)
Deferred compensation	$	1,482	$	1,638
(Level 3)
Convertible Notes derivative liability	$	14,073	$	—

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:



	September 30, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial Liabilities:			(amounts in thousands)
(Level 2)
Second Lien Term Loan, net (a)	$	28,932	$	29,900	$	—	$	—
Convertible Notes, net (a)	$	17,624	$	18,900	$	—	$	—
Senior Secured Asset-Based Loan (b)	$	4,501	$	4,501	$	8,400	$	8,400

_______________

(a)


(b)	Carrying value of the Senior Secured Asset-Based Loan approximates estimated fair value based on the short-term nature and the pricing at varying interest rates.

Schedule of reconciliation of opening and closing balances for fair value measurements categorized within Level 3

The table which follows reconciles the opening balances to the closing balances for fair value measurements categorized withing Level 3 of the fair value hierarchy:



	Escrow			Convertible Note
	Receivable			Derivative Liability (a)
	(amounts in thousands)
December 31, 2013	$	3,750		$	—
Purchases / Sales	—			6,765
Settlements	(3,750		)	—
Valuation additions	—			7,308
September 30, 2014	$	—		$	14,073

_______________

(a)

SEGMENT DATA (Tables)

9 Months Ended

Sep. 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					Nine Months Ended
	September 30,					September 30,
	2014			2013 (a)		2014			2013 (a)
	(amounts in thousands)
Revenues:
Nurse and Allied Staffing	$	147,518		$	65,580	$	310,327		$	202,309
Physician Staffing	32,286			33,353		92,271			97,933
Other Human Capital Management Services	9,140			9,115		27,093			28,890
	$	188,944		$	108,048	$	429,691		$	329,132

Contribution income (b):
Nurse and Allied Staffing (c)	$	12,575		$	4,998	$	25,196		$	13,665
Physician Staffing	1,478			2,243		4,103			7,031
Other Human Capital Management Services	(55		)	55		(121		)	879
	13,998			7,296		29,178			21,575

Unallocated corporate overhead (c)	7,836			4,831		19,216			16,618
Depreciation	1,005			890		2,796			2,952
Amortization	1,011			552		2,580			1,684
Acquisition and integration costs	2,383			—		5,425			—
Restructuring costs	—			109		755			484
Legal settlement charge	—			—		—			750
Income (loss) from operations	$	1,763		$	914	$	(1,594	)	$	(913	)

_______________

(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.

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments

Future minimum lease payments, as of September 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	$	1,980
2015	6,833
2016	5,442
2017	3,814
2018	1,622
Thereafter	2,624
	$	22,315

INCOME TAXES (Tables)

9 Months Ended

Sep. 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
Additions based on tax positions related to prior years	13
Additions based on tax positions related to current year	495
Settlements of tax positions related to prior years	(344		)
Reductions for tax positions as a result of a lapse of the applicable statute of limitations	(1,566		)
Balance at September 30, 2014	$	3,584

ACQUISITIONS - Narrative (Detail)

1 Months Ended

3 Months Ended

9 Months Ended

Jun. 30, 2014

USD ($)

location

$ / shares

Dec. 31, 2013

USD ($)

branch

specialty

Sep. 30, 2014

USD ($)

Sep. 30, 2013

USD ($)

^[2]

Sep. 30, 2014

USD ($)

Sep. 30, 2013

USD ($)

Jan. 09, 2013

USD ($)

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

$ 44,911,000

$ 0

Number of locations of operations | location

Gross accounts receivable

$ 38,100,000

Receivables not expected to be collected

800,000

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 occurrence

1,000,000

Excess layer limit

6,000,000

Term Loan Facility [Member]

^[1]

$ 77,266,000

$ 91,109,000

91,109,000

Acquisition costs

2,383,000

$ 0

5,425,000

$ 0

^[2]

Convertible Notes Payable [Member]

28,932,000

Medical Staffing Network [Member]

17,624,000

Consideration transferred

48,100,000

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

44,900,000

Business combination, amount deposited in escrow, working capital adjustment

1,000,000

Deferred compensation

$ 2,500,000

Period of deferred compensation

21 months

Finite-lived intangible assets

$ 17,100,000

4,700,000

$ 11,200,000

Weighted average useful life

11 years

Non controlling interest fair value

$ 324,000

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

13,843,000

Acquisition costs

2,300,000

4,700,000

$ 4,700,000

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

13 years

$ 6,500,000

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

10 years

Medical Staffing Network [Member] | Term Loan Facility [Member]

$ 55,000,000

Line of credit facility, term

$ 30,000,000

5 years

Medical Staffing Network [Member] | Convertible Notes Payable [Member]

Line of credit facility, term

$ 25,000,000

6 years

Debt conversion price | $ / shares

$ 7.10

On Assignment [Member]

Consideration transferred

28,700,000

Finite-lived intangible assets

14,000,000

$ 14,000,000

Weighted average useful life

14 years

Number of branch-based employees acquired | branch

$ 14,554,000

Acquisition costs

500,000

100,000

700,000

Cash

$ 24,700,000

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

On Assignment [Member] | Noncompete Agreements [Member]

10 years

$ 200,000

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

5 years

M D A Holdings Inc [Member]

$ 4,500,000

First Lien Loan Agreement [Member] | Revolving Credit Facility [Member]

Escrow deposit balance

$ 3,600,000

Line of credit facility, term

3 years

Credit facility maximum borrowing capacity

$ 85,000,000.0

$ 65,000,000

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

$ 5,900,000

[1]

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.

[2]

ACQUISITIONS - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands

Sep. 30, 2014

Jun. 30, 2014

Dec. 31, 2013

Medical Staffing Network [Member]

^[1]

$ 91,109

$ 77,266

Accounts receivables, net

Cash acquired

$ 910

37,275

Other current assets

3,378

Property and equipment

5,148

Accrued employee compensation and benefits

13,843

Other intangible assets

$ 4,700

17,100

Other assets

2,325

Total assets acquired

79,979

Accounts payable

7,161

14,306

Other liabilities

9,867

Total liabilities assumed

31,334

Non-controlling interest

324

Net assets acquired

$ 48,321

On Assignment [Member]

Other current assets

Property and equipment

161

Accrued employee compensation and benefits

14,554

Other intangible assets

14,000

Other assets

Total assets acquired

28,829

112

Total liabilities assumed

112

Net assets acquired

$ 28,717

[1]	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.

ACQUISITIONS - Schedule of Pro-forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Business Acquisition [Line Items]
Adjustment for nonrecurring costs in Net Loss	$ (7,484)	$ 914	$ (11,448)	$ 615
On Assignment [Member]
Business Acquisition [Line Items]
Revenue from services			551,761	531,854
Net loss			$ (9,580)	$ (2,717)
Net loss per common share - basic (usd per share)			$ (0.31)	$ (0.09)
Net loss per common share - diluted (usd per share)			$ (0.31)	$ (0.09)
Transaction costs [Member]
Business Acquisition [Line Items]
Adjustment for nonrecurring costs in Net Loss			$ 6,200

DISCONTINUED OPERATIONS - Narrative (Detail) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended
	Feb. 15, 2013	Jul. 31, 2014	Dec. 31, 2013	Jun. 30, 2013	Sep. 30, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Indemnity escrow receivable	$ 3,750		$ 3,750		$ 0
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		$ 2,250		$ 1,500
Indemnity escrow receivable	$ 3,750
Escrow deposit term	18 months

DISCONTINUED OPERATIONS (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
DISCONTINUED OPERATIONS (Detail) - USD ($) $ in Thousands	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 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	$ (539)	$ 0	$ 1,943
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		(71)		4,014
Income tax expense		(468)		(2,554)
(Loss) income from discontinued operations, net of income taxes		$ (539)		$ 1,943

COMPREHENSIVE (LOSS) INCOME - Narrative (Detail) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Mar. 31, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Equity [Abstract]
Cumulative impact of currency fluctuations	$ (1,100)			$ (1,100)		$ (1,100)
Reclassification of currency translation adjustments related to sale of clinical trial services business (see Note 5 - Comprehensive (Loss) Income)	0	$ 0	$ 2,300	0	$ 2,337
Income tax (benefit) expense related to items of other comprehensive income	$ 0	$ (47)		$ 162	$ (176)

EARNINGS PER SHARE - Narrative (Detail) - shares	3 Months Ended		9 Months Ended
EARNINGS PER SHARE - Narrative (Detail) - shares	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive shares excluded due to net loss	227,343		297,488	135,846
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	658,077	1,544,503	678,814	1,701,697
Convertible Notes [Member]
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		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Earnings Per Share [Abstract]
(Loss) income from continuing operations	$ (7,484)	$ 1,453	$ (11,448)	$ (1,328)
(Loss) income from discontinued operations, net of tax	0	(539)	0	1,943
Net (loss) income	(7,484)	914	(11,448)	615
Net Income (Loss) Attributable to Noncontrolling Interest	118	0	118	0
Net (loss) income attributable to Cross Country Healthcare, Inc.	$ (7,602)	$ 914	$ (11,566)	$ 615
Basic (loss) income per common share from:
Continuing operations (in usd per share)	$ (0.24)	$ 0.05	$ (0.37)	$ (0.04)
Discontinued operations (in usd per share)	0.00	(0.02)	0.00	0.06
Net (loss) income attributable to Cross Country Healthcare, Inc. (in usd per share)	(0.24)	0.03	(0.37)	0.02
Diluted (loss) income per common share from:
Continuing operations (in usd per share)	(0.24)	0.05	(0.37)	(0.04)
Discontinued operations (in usd per share)	0.00	(0.02)	0.00	0.06
Net (loss) income attributable to Cross Country Healthcare, Inc. (in usd per share)	$ (0.24)	$ 0.03	$ (0.37)	$ 0.02
Basic (shares)	31,245	31,085	31,165	30,984
Diluted (shares)	31,245	31,161	31,165	30,984

GOODWILL, TRADE NAMES AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Acquired Intangible Assets (Detail) - USD ($)
$ in Thousands

Sep. 30, 2014

Dec. 31, 2013

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

Intangible assets subject to amortization, gross carrying amount

^[1]

$ 68,032

$ 56,832

Intangible assets subject to amortization, accumulated amortization

^[1]

33,214

30,634

Intangible assets subject to amortization, net carrying amount

^[1]

34,818

26,198

Intangible assets not subject to amortization, net

^[1]

91,109

77,266

Trade Names

^[1]

48,201

42,301

^[1]

139,310

119,567

Database Rights [Member]

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

Intangible assets subject to amortization, gross carrying amount

^[1]

22,425

15,925

Intangible assets subject to amortization, accumulated amortization

^[1]

12,614

12,103

Intangible assets subject to amortization, net carrying amount

^[1]

9,811

3,822

Customer Relationships [Member]

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

Intangible assets subject to amortization, gross carrying amount

^[1]

42,004

37,304

Intangible assets subject to amortization, accumulated amortization

^[1]

17,164

15,125

Intangible assets subject to amortization, net carrying amount

^[1]

24,840

22,179

Noncompete Agreements [Member]

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

Intangible assets subject to amortization, gross carrying amount

^[1]

3,603

Intangible assets subject to amortization, accumulated amortization

^[1]

3,436

3,406

Intangible assets subject to amortization, net carrying amount

^[1]

$ 167

$ 197

[1]	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.

GOODWILL, TRADE NAMES AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Estimated Annual Amortization Expense (Detail) - USD ($)
$ in Thousands

Sep. 30, 2014

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

$ 993

3,929

3,929

3,885

3,800

18,282

Intangible assets subject to amortization, net carrying amount

^[1]

$ 34,818

$ 26,198

[1]	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.

GOODWILL, TRADE NAMES AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Changes in Carrying Amount of Goodwill by Segment (Detail) - USD ($)
$ in Thousands

9 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Dec. 31, 2008

$ 350,841

$ 336,998

(259,732)

^[1]

$ (241,000)

^[2]

91,109

77,266

Nurse and allied staffing [Member]

^[3]

13,843

288,129

274,286

(259,732)

^[1]

28,397

14,554

Physician Staffing [Member]

^[3]

13,843

43,405

^[1]

43,405

Other human capital management services [Member]

^[3]

19,307

^[1]

19,307

$ 19,307

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

^[3]

$ 0

[1]	In the fourth quarter of 2008, 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 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.
[2]	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.
[3]	Goodwill acquired from the acquisition of Medical Staffing Network. See Note 3 - Acquisitions.

GOODWILL, TRADE NAMES AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Changes in Carrying Amount of Goodwill by Segment (Parenthetical) (Detail) - USD ($)
$ in Thousands

3 Months Ended

Jun. 30, 2012

Sep. 30, 2014

Dec. 31, 2013

^[1]

Dec. 31, 2008

Non-cash pretax charge of goodwill

$ 259,732

$ 241,000

Goodwill impairment charge

$ 18,700

[1]

DEBT - Long- Term Debt (Detail) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Capital lease obligations	$ 228	$ 176
Total debt	65,358	8,576
Less current portion	(4,607)	(8,483)
Long-term debt and capital lease obligations	60,751	93
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt	4,501	8,400
Term Loan Facility [Member]
Debt Instrument [Line Items]
Debt	28,932	0
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Debt	17,624	0
Convertible Note Derivative Liability [Member]
Debt Instrument [Line Items]
Debt	$ 14,073	$ 0

DEBT - Parenthetical (Detail) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Revolver credit facility, interest rate	1.75%	3.27%
Term Loan Facility [Member]
Debt Instrument [Line Items]
Interest Rate	7.50%
Unamortized Discount	$ 1,068
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Interest Rate	8.00%
Unamortized Discount	$ 7,376

DEBT - Narrative (Detail) - USD ($)		3 Months Ended	9 Months Ended
DEBT - Narrative (Detail) - USD ($)	Jun. 30, 2014	Mar. 31, 2013	Sep. 30, 2014	Jan. 09, 2013
Debt Instrument [Line Items]
Debt Instrument Covenant, Availability Threshold			$ 4,000,000
First Lien Loan Agreement [Member]
Debt Instrument [Line Items]
Quarterly commitment fee on the average daily unused portion			0.375%
Standby Letters of Credit [Member]
Debt Instrument [Line Items]
Letters of credit outstanding			$ 26,500,000
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Write off of deferred debt issuance cost		$ 1,100,000
Short-term Debt, Interest Rate Increase			2.00%
Revolving Credit Facility [Member] \| First Lien Loan Agreement [Member]
Debt Instrument [Line Items]
Line of credit facility, amount drawn			$ 4,500,000
Revolving Credit Facility [Member] \| Debt Modification [Member]
Debt Instrument [Line Items]
Fees related to the modified portion of debt		100,000
Line of Credit [Member] \| First Lien Loan Agreement [Member]
Debt Instrument [Line Items]
Remaining borrowing capacity			$ 39,700,000
Term Loan Facility [Member]
Debt Instrument [Line Items]
Write off of deferred debt issuance cost		$ 300,000
Second Lien Term Loan [Member]
Debt Instrument [Line Items]
Credit facility maximum borrowing capacity	$ 30,000,000.0
Line of credit facility, term	5 years
Interest margin	6.50%
Debt Instrument, Basis Spread on Variable Rate, Floor	1.00%
Prepayment of Debt, Prepayment Premium, Percent of Aggregate Principal	103.00%
Mandatory Prepayments As Percentage Of Excess Cash Flow			50.00%
Mandatory Prepayments in Excess of Cash Flow, Threshold			$ 5,000,000
Mandatory Prepayments, Percentage of Net Cash Proceeds of Asset Sold			100.00%
Mandatory Prepayments, Percent of Cash Proceeds of Issuances of Debt			100.00%
Mandatory Prepayment, Percent of Net Cash Proceeds of Equity Offering			50.00%
Debt To Ebitda Ratio			4.50
Second Lien Term Loan [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt, Basis Spread on Discount Rate on Prepayment, Percentage	0.50%
First Lien Loan Agreement [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility maximum borrowing capacity	$ 85,000,000.0			$ 65,000,000
Line of credit facility, term	3 years
Aggregate amount of advances under the line of credit (borrowing base)	$ 85,000,000
Line of credit facility, eligible billed accounts receivable per the loan agreement	85.00%
Line of credit facility, eligible unbilled accounts receivable per the loan agreement	85.00%
Line of credit facility, eligible borrowing of unbilled accounts receivable	$ 18,000,000
Required percentage of aggregate amount of the commitment			12.50%
Required minimum availability under credit facility to avoid negative covenants			$ 8,250,000
Minimum fixed charge coverage ratio			1.0
Line of Credit Facility, Current Borrowing Capacity			$ 70,700,000
First Lien Loan Agreement [Member] \| Revolving Credit Facility [Member] \| LIBOR [Member]
Debt Instrument [Line Items]
Interest margin			1.50%
Line of Credit Facility, Interest Rate Description			LIBOR
First Lien Loan Agreement [Member] \| Revolving Credit Facility [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Interest margin			0.50%
Line of Credit Facility, Interest Rate Description			Base Rate
First Lien Loan Agreement [Member] \| Revolving Credit Facility [Member] \| Swingline Borrowings [Member]
Debt Instrument [Line Items]
Subfacility loans percentage up to aggregate revolver commitments	10.00%
First Lien Loan Agreement [Member] \| Revolving Credit Facility [Member] \| Standby Letters of Credit [Member]
Debt Instrument [Line Items]
Line of credit, subfacility for standby letters of credit	$ 35,000,000.0			$ 20,000,000.0
Period July 1, 2015 through June 30, 2016 [Member] \| Second Lien Term Loan [Member]
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed	103.00%
Period July 1, 2016 through June 30, 2017 [Member] \| Second Lien Term Loan [Member]
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed	102.00%
After June 30, 2017 [Member] \| Second Lien Term Loan [Member]
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed	100.00%

DEBT - Private Placement of Convertible Notes Narrative (Details) - Convertible Senior Notes [Member] $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2014 d instrument $ / shares	Jun. 30, 2014 USD ($)
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 \| d	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%
Treasury Rate [Member]
Debt Instrument [Line Items]
Convertible debt, basis spread on discount rate on redemption, percentage	0.50%

CONVERTIBLE NOTES DERIVATIVE LIABILITY (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2014 USD ($) $ / shares
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Closing share price (in dollars per share)	$ 9.29
Conversion price (in dollars per share)	$ 7.10
Risk free rate	2.07%
Expected volatility	40.00%
Dividend yield	0.00%
Expected life	5 years 9 months
Derivative Liability \| $	$ 14.1

FAIR VALUE MEASUREMENTS - Narrative (Detail) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013	Feb. 15, 2013
Fair Value Measurement [Line Items]
Indemnity escrow receivable	$ 0	$ 3,750	$ 3,750
Clinical Trial Services [Member]
Fair Value Measurement [Line Items]
Indemnity escrow receivable			$ 3,750

FAIR VALUE MEASUREMENTS - Estimated Fair values Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Fair Value, Inputs, Level 1 [Member] \| Deferred compensation [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation	$ 1,482	$ 1,638
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Escrow Receivable	0	3,750
Fair Value, Inputs, Level 3 [Member] \| Convertible Notes, Net [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible Notes derivative liability	$ 14,073	$ 0

FAIR VALUE MEASUREMENTS - Schedule of reconciliation of opening and closing balances for fair value measurements categorized within Level 3 (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Jun. 30, 2014

Convertible Note Derivative Liability

Embedded derivative included in long term debt

$ 6,800

Change in fair value of convertible note derivative liability

$ 7,308

$ 0

$ 7,308

$ 0

Derivative Financial Instruments, Liabilities [Member]

Convertible Note Derivative Liability

December 31, 2013

^[1]

Purchases / Sales

^[1]

6,765

Settlements

^[1]

Valuation additions

^[1]

7,308

September 30, 2014

^[1]

14,073

Escrow Receivable [Member]

Escrow Receivable

3,750

(3,750)

$ 0

[1]

FAIR VALUE MEASUREMENTS - Financial Instrument that were not Measured at Fair Value (Detail) - Fair Value, Inputs, Level 2 [Member] - USD ($)
$ in Thousands

Sep. 30, 2014

Dec. 31, 2013

Second Lien Term Loan [Member] | Reported Value Measurement [Member]

Fair Value, Option, Quantitative Disclosures [Line Items]

Financial Liabilities, Carrying Amount

^[1]

$ 28,932

$ 0

Second Lien Term Loan [Member] | Estimate of Fair Value Measurement [Member]

Fair Value, Option, Quantitative Disclosures [Line Items]

Financial Liabilities, Fair Value

^[1]

29,900

Convertible Notes, Net [Member] | Reported Value Measurement [Member]

Fair Value, Option, Quantitative Disclosures [Line Items]

Financial Liabilities, Carrying Amount

^[1]

17,624

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

Fair Value, Option, Quantitative Disclosures [Line Items]

Financial Liabilities, Fair Value

^[1]

18,900

Senior Secured Asset Based [Member] | Reported Value Measurement [Member]

Fair Value, Option, Quantitative Disclosures [Line Items]

Financial Liabilities, Carrying Amount

^[2]

4,501

8,400

Senior Secured Asset Based [Member] | Estimate of Fair Value Measurement [Member]

Fair Value, Option, Quantitative Disclosures [Line Items]

Financial Liabilities, Fair Value

^[2]

$ 4,501

$ 8,400

[1]

[2]

Carrying value of the Senior Secured Asset-Based Loan 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		9 Months Ended
	Mar. 11, 2014	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 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)		31,254,034		31,254,034
Share-based compensation		$ 400	$ 500	$ 958	$ 1,635
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
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted				377,308
Vested in period, net		5,654	180,613	141,188
Restricted Stock [Member] \| Omnibus Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted				377,308
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)	9 Months Ended
	Sep. 30, 2014 $ / shares shares
Restricted Stock [Member]
Number of Shares
Unvested restricted stock awards, January 1, 2014 \| shares	552,231
Granted \| shares	377,308
Vested \| shares	(181,354)
Forfeited \| shares	(83,354)
Unvested restricted stock awards, September 30, 2014 \| shares	664,831
Weighted Average Grant Date Fair Value
Unvested restricted stock awards, January 1, 2014 \| $ / shares	$ 5.37
Granted \| $ / shares	6.18
Vested \| $ / shares	5.77
Forfeited \| $ / shares	5.38
Unvested restricted stock awards, September 30, 2014 \| $ / shares	$ 5.72
Performance Shares [Member]
Number of Shares
Unvested restricted stock awards, January 1, 2014 \| shares	0
Granted \| shares	239,585
Vested \| shares	0
Forfeited \| shares	(17,479)
Unvested restricted stock awards, September 30, 2014 \| shares	222,106
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, September 30, 2014 \| $ / shares	$ 5.82

SEGMENT DATA - Narrative (Detail)	9 Months Ended
SEGMENT DATA - Narrative (Detail)	Sep. 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

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

^[1]

Sep. 30, 2014

Sep. 30, 2013

^[1]

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

$ 188,944

$ 108,048

$ 429,691

$ 329,132

Unallocated corporate overhead

^[2]

13,998

7,296

29,178

21,575

^[3]

7,836

4,831

19,216

16,618

Depreciation

1,005

890

2,796

2,952

Amortization

1,011

552

2,580

1,684

Acquisition and integration costs

2,383

5,425

Restructuring costs

109

755

484

Legal settlement charge

750

Income (loss) from operations

1,763

914

(1,594)

(913)

Nurse and allied staffing [Member]

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

147,518

65,580

310,327

202,309

Physician staffing [Member]

^[2],[3]

12,575

4,998

25,196

13,665

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

32,286

33,353

92,271

97,933

Other human capital management services [Member]

^[2]

1,478

2,243

4,103

7,031

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

9,140

9,115

27,093

28,890

^[2]

$ (55)

$ 55

$ (121)

$ 879

[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.

COMMITMENTS AND CONTINGENCIES - (Future Minimum Lease Payments) (Details) $ in Thousands	Sep. 30, 2014 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2014	$ 1,980
2015	6,833
2016	5,442
2017	3,814
2018	1,622
Thereafter	2,624
Total	$ 22,315

COMMITMENTS AND CONTINGENCIES - Narrative (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2013 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Settlement	$ 0.8

INCOME TAXES - Narrative (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Mar. 31, 2014	Sep. 30, 2014	Dec. 31, 2013
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Effective tax rate	(2.30%)		(0.90%)
Effective income tax rate continuing operations excluding discrete items	(15.20%)		(24.40%)
Unrecognized tax benefits that would impact effective tax rate	$ 3,000		$ 3,000
Unrecognized tax benefits period gross increases			500
Unrecognized tax benefits period gross decrease			1,900
Settlements of tax positions related to prior years			(344)
Reclassification between other non-current liabilities and non-current deferred income tax assets			2,100
Income tax penalties and interest	$ 900		$ 900	$ 1,000
Income tax examination years subject to examination			2010 through 2013
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	9 Months Ended
	Sep. 30, 2014 USD ($)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at January 1, 2014	$ 4,986
Additions based on tax positions related to prior years	13
Additions based on tax positions related to current year	495
Settlements of tax positions related to prior years	(344)
Reductions for tax positions as a result of a lapse of the applicable statute of limitations	(1,566)
Balance at September 30, 2014	$ 3,584

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Related Party Transaction [Line Items]
Revenue from related parties	$ 6.0	$ 1.2	$ 11.4	$ 3.5
Accounts receivable from related parties	$ 1.6		$ 1.6		$ 0.4
InteliStaf [Member]
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	$ 1.4		$ 1.4
Payable balance with joint venture	$ 0.3		$ 0.3

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