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Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2011	Aug. 02, 2011
Document And Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2011
Entity Registrant Name	AMN HEALTHCARE SERVICES INC
Entity Central Index Key	0001142750
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		40,382,631

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2011	Dec. 31, 2010
ASSETS
Cash and cash equivalents	$ 7,924	$ 1,883
Accounts receivable, net of allowance of $5,179 and $5,597 at June 30, 2011 and December 31, 2010, respectively	138,954	127,464
Accounts receivable, subcontractor	15,702	17,082
Prepaid expenses	7,382	6,969
Income taxes receivable	2,014	3,760
Deferred income taxes, net	18,701	20,170
Other current assets	2,798	1,933
Total current assets	193,475	179,261
Restricted cash and cash equivalents	18,242	20,961
Fixed assets, net	19,231	21,777
Deposits and other assets	19,656	20,116
Deferred income taxes, net	243	243
Goodwill	154,485	154,176
Intangible assets, net	161,948	165,576
Total assets	567,280	562,110
LIABILITIES AND STOCKHOLDERS' EQUITY
Bank overdraft	4,190	4,463
Accounts payable and accrued expenses	42,930	45,867
Accrued compensation and benefits	45,912	38,060
Revolving credit facility	5,000	0
Current portion of notes payable	18,500	13,875
Deferred revenue	3,586	7,191
Other current liabilities	7,241	8,437
Total current liabilities	127,359	117,893
Notes payable, less current portion and discount	192,328	200,811
Other long-term liabilities	61,922	61,575
Total liabilities	381,609	380,279
Series A Conditional Convertible Preferred Stock, $0.01 par value; 5,608 shares authorized; 5,478 and 5,608 shares issued at June 30, 2011 and December 31, 2010, respectively	27,720	28,376
Stockholders' equity:
Preferred stock, $0.01 par value; 4,392 shares authorized; none outstanding at June 30, 2011 and December 31, 2010	0	0
Common stock, $0.01 par value; 200,000 shares authorized; 39,714 and 39,186 shares issued at June 30, 2011 and December 31, 2010, respectively	397	392
Additional paid-in capital	387,974	386,550
Accumulated deficit	(229,997)	(233,066)
Accumulated other comprehensive loss	(423)	(421)
Total stockholders' equity	157,951	153,455
Total liabilities and stockholders' equity	$ 567,280	$ 562,110

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2011	Dec. 31, 2010
Condensed Consolidated Balance Sheets
Accounts receivable, allowance	$ 5,179	$ 5,597
Series A conditional convertible preferred stock, par value	$ 0.01	$ 0.01
Series A conditional convertible preferred stock, shares authorized	5,608,000	5,608,000
Series A conditional convertible preferred stock, shares issued	5,478,000	5,608,000
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	4,392,000	4,392,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	39,714,000	39,186,000

Condensed Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Condensed Consolidated Statements Of Operations
Revenue	$ 234,537	$ 149,282	$ 463,939	$ 292,576
Cost of revenue	169,550	108,111	331,074	211,361
Gross profit	64,987	41,171	132,865	81,215
Operating expenses:
Selling, general and administrative	52,646	34,594	105,588	66,544
Depreciation and amortization	4,119	3,163	8,584	6,461
Total operating expenses	56,765	37,757	114,172	73,005
Income from operations	8,222	3,414	18,693	8,210
Interest expense, net	5,589	2,583	11,100	5,220
Income before income taxes	2,633	831	7,593	2,990
Income tax expense	1,820	694	4,524	2,073
Net income	$ 813	$ 137	$ 3,069	$ 917
Net income per common share:
Basic	$ 0.02	$ 0.00	$ 0.07	$ 0.03
Diluted	$ 0.02	$ 0.00	$ 0.07	$ 0.03
Weighted average common shares outstanding:
Basic	39,629	32,760	39,436	32,696
Diluted	45,981	33,566	45,912	33,519

Condensed Consolidated Statement Of Stockholders' Equity And Comprehensive Income - 6 months ended Jun. 30, 2011 - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Loss [Member]	Total
Balance at Dec. 31, 2010	$ 392	$ 386,550	$ (233,066)	$ (421)	$ 153,455
Balance, shares at Dec. 31, 2010	39,186,000				39,186,000
Stock-based compensation	$ 0	3,712	0	0	$ 3,712
Stock appreciation rights (SARs) exercised and restricted stock units (RSUs) vested and issued, net of tax withholdings	$ 4	(2,009)	0	0	(2,005)
Stock appreciation rights (SARs) exercised and restricted stock units (RSUs) vested and issued, net of tax withholdings, shares	398,000
Preferred stock converted to common stock	$ 1	655	0	0	656
Preferred stock converted to common stock ,shares	130,000
Income tax shortfall from SARs exercised and RSUs vested and issued	$ 0	(934)	0	0	(934)
Comprehensive income:
Foreign currency translation adjustment	0	0	0	(2)	(2)
Net income	0	0	3,069	0	3,069
Total comprehensive income					3,067
Balance at Jun. 30, 2011	$ 397	$ 387,974	$ (229,997)	$ (423)	$ 157,951
Balance, shares at Jun. 30, 2011	39,714,000				39,714,000

Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Net income	$ 3,069	$ 917
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	8,584	6,461
Non-cash interest expense	1,862	1,552
Increase (decrease) in allowance for doubtful accounts and sales credits	2,029	(547)
Provision for deferred income taxes	535	(768)
Stock-based compensation	3,712	4,389
Excess tax benefits from SARs exercised and RSUs vested	(94)	(124)
Loss on disposal or sale of fixed assets	73	65
Changes in assets and liabilities:
Accounts receivable	(13,519)	(49)
Accounts receivable, subcontractor	1,380	(6,961)
Income taxes receivable	1,746	1,234
Prepaid expenses and other current assets	(1,278)	648
Deposits and other assets	(403)	(245)
Accounts payable and accrued expenses	(3,247)	10,237
Accrued compensation and benefits	7,852	3,351
Other liabilities and deferred revenue	(4,383)	(1,899)
Net cash provided by operating activities	7,918	18,261
Cash flows from investing activities:
Purchase and development of fixed assets	(2,451)	(1,270)
Change in restricted cash and cash equivalents balance	2,719	1,064
Net cash provided by (used in) investing activities	268	(206)
Cash flows from financing activities:
Capital lease payments	(334)	(320)
Payments on notes payable	(4,625)	(2,750)
Proceeds from revolving credit facility	5,000	0
Net settlement of employee equity awards	(2,005)	(801)
Excess tax benefit from SARs exercised and RSUs vested	94	124
Change in bank overdraft	(273)	0
Net cash used in financing activities	(2,143)	(3,747)
Effect of exchange rate changes on cash	(2)	7
Net increase in cash and cash equivalents	6,041	14,315
Cash and cash equivalents at beginning of period	1,883	27,053
Cash and cash equivalents at end of period	7,924	41,368
Supplemental disclosures of cash flow information:
Cash paid for interest (net of $47 and $6 capitalized during the six months ended June 30, 2011 and 2010, respectively)	9,133	3,628
Cash paid for income taxes	$ 1,171	$ 926

Condensed Consolidated Statements Of Cash Flows (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Condensed Consolidated Statements Of Cash Flows
Interest capitalized	$ 47	$ 6

Basis Of Presentation

6 Months Ended

Jun. 30, 2011

Basis Of Presentation

Basis Of Presentation

1. BASIS OF PRESENTATION

The condensed consolidated balance sheets and related condensed consolidated statements of operations, stockholders' equity and comprehensive income and cash flows contained in this Quarterly Report on Form 10-Q, which are unaudited, include the accounts of AMN Healthcare Services, Inc. (the "Company") and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all entries necessary for a fair presentation of such condensed consolidated financial statements have been included. These entries consisted only of normal recurring items. The results of operations for the interim period are not necessarily indicative of the results to be expected for any other interim period or for the entire fiscal year.

The unaudited condensed consolidated financial statements do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States. Please refer to the Company's audited consolidated financial statements and the related notes for the year ended December 31, 2010, contained in the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the "SEC").

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to asset impairments, accruals for self-insurance, compensation and related benefits, accounts receivable, contingencies and litigation, valuation and recognition of share-based payments and income taxes. Actual results could differ from those estimates under different assumptions or conditions.

Recently Adopted Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board ("FASB") updated guidance on revenue arrangements with multiple deliverables to require an entity to apply the relative selling price allocation method in order to estimate a selling price for all units of accounting, including delivered items, when vendor-specific objective evidence (VSOE) or acceptable third-party evidence (TPE) does not exist and expands the disclosure requirements to require an entity to provide both qualitative and quantitative information about the significant judgments made in applying the amended guidance and subsequent changes in those judgments that may significantly affect the timing or amount of revenue recognition. This guidance is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010 and shall be applied on a prospective basis. Earlier application is permitted. The Company adopted this pronouncement beginning January 1, 2011. The adoption of this new accounting guidance resulted in additional revenue of $2,883 within the Company's physician permanent placement services segment during the six months ended June 30, 2011, which was not material to the Company's consolidated revenue for the period. The adoption of this new accounting guidance is not expected to have a material impact on the Company's future consolidated revenue. Had the Company adopted this pronouncement beginning January 1, 2010, the impact on its consolidated financial statements would have been immaterial. See Note (3), "Revenue Recognition," for additional information.

In December 2010, the FASB updated guidance, which amends the criteria for performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts and requires performing Step 2 if qualitative factors indicate that it is more likely than not that a goodwill impairment exists. The amendments in the update are effective for fiscal years beginning on or after December 15, 2010. The Company adopted this guidance beginning January 1, 2011, and such adoption did not have a material effect on the Company's unaudited condensed consolidated financial statements.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 2-6
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Name Statement of Position (SOP)
-Publisher AICPA
-Number 94-6
-Paragraph 10
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+ Details

Business Combinations

6 Months Ended

Jun. 30, 2011

Business Combinations

Business Combinations

2. BUSINESS COMBINATIONS

On September 1, 2010, the Company acquired all of the outstanding equity of NF Investors, Inc. ("NFI"), one of the nation's leading providers of clinical staffing managed services programs. NFI also provided local (per diem) and travel nurse and allied staffing, locum tenens, physician search services, and home healthcare services. The strategic combination broadened the managed services capabilities the Company offers as the nation's largest provider of comprehensive healthcare staffing and workforce solutions and provided for the Company's entry into home healthcare services.

The acquisition of NFI was accounted for using the acquisition method of accounting and, accordingly, the tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values as of the date of the acquisition. Fair value measurements have been applied based on assumptions that market participants would use in the pricing of the respective assets and liabilities. As of the date of this Quarterly Report on Form 10-Q, the Company is still finalizing the allocation of the purchase price. The provisional item pending finalization is primarily related to tax related matters upon the completion of NFI's statutory tax return requirements, which are expected to be completed during 2011. The components of the preliminary purchase price allocation for NFI are as follows:


Purchase Price:
6,300 shares of common stock issued	$	27,909
5,608 shares of preferred stock issued, net		28,376
Cash paid		3,231

Total purchase price of acquisition	$	59,516

Allocation of Purchase Price:
Accounts receivable	$	31,205
Accounts receivable, subcontractor		12,451
Other current assets		5,266
Fixed assets		6,940
Other assets		2,735
Identifiable intangible assets		65,044
Goodwill		116,549
NFI then-existing debt assumed		(132,918	)
Other liabilities assumed		(47,756	)

Total net assets acquired	$	59,516

Of the $116,549 allocated to goodwill, $71,542, $31,236, $10,412 and $3,359 were allocated to the Company's nurse and allied healthcare staffing segment, home healthcare services segment, locum tenens staffing segment and physician permanent placement services segment, respectively. The goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Of the $116,549 in goodwill acquired, approximately $36,045 in net tax basis goodwill was related to NFI's prior acquisitions and will be amortized for tax purposes over the remaining lives. Goodwill will not be amortized for book purposes and will be tested for impairment at least annually.

The following summary presents unaudited pro forma consolidated results of operations for the six months ended June 30, 2010 as if the NFI acquisition described above had occurred on January 1, 2010. The following unaudited pro forma financial information gives effect to certain adjustments, including the reduction in compensation expense related to non-recurring executive salary expense and non-recurring acquisition related costs incurred by the Company, the amortization of acquired intangible assets and interest expense on acquisition related debt. The unaudited pro forma financial information is not necessarily indicative of the operating results that would have occurred had the acquisition been consummated as of the date indicated, nor is it necessarily indicative of future operating results.


	Six Months Ended June 30, 2010
Revenue	$	421,994
Net loss	$	(2,023	)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 88-16
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Number 141
-Paragraph 51, 52
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Revenue Recognition

6 Months Ended

Jun. 30, 2011

Revenue Recognition

Revenue Recognition

3. REVENUE RECOGNITION

Revenue consists of fees earned from the permanent and temporary placement of healthcare professionals and from the delivery of healthcare services to patients in their homes. Revenue is recognized when earned and realizable. The Company has entered into certain contracts with healthcare organizations to provide managed services programs. Under these contract arrangements, the Company uses its temporary healthcare professionals along with those of third party subcontractors to fulfill customer orders. If a subcontractor is used, revenue is recorded net of related subcontractor expense. The resulting net revenue represents the administrative fee charged by the Company for its vendor management services. The subcontractor is paid once the Company has received payment from the customer. Payables to subcontractors of $15,024 were included in accounts payable and accrued expenses in the unaudited condensed consolidated balance sheet as of June 30, 2011. Payables to the subcontractors of $19,783 were included in accounts payable and accrued expenses in the consolidated balance sheet as of December 31, 2010. The Company also has multiple elements agreements primarily in its physician permanent placement services segment. Beginning January 1, 2011, the Company adopted the new accounting guidance discussed in Note (1), "Basis of Presentation," which requires the Company to allocate the consideration of the arrangement to each of the deliverables based on its best estimate of their standalone selling prices as there is no VSOE or TPE of the selling prices. The adoption of this new accounting guidance resulted in additional revenue of $2,883 within the physician permanent placement services segment during the six months ended June 30, 2011.

Accounts Receivable And Concentration Of Credit Risk

6 Months Ended

Jun. 30, 2011

Accounts Receivable And Concentration Of Credit Risk

Accounts Receivable And Concentration Of Credit Risk

4. ACCOUNTS RECEIVABLE AND CONCENTRATION OF CREDIT RISK

The Company records accounts receivable at the invoiced amount, and accounts receivable are non-interest bearing. The Company maintains an allowance for doubtful accounts for estimated credit losses resulting from collection risks and a sales allowance to reserve for potential credits issued to clients. The majority of the Company's business activity is with hospitals located throughout the United States. Credit is extended based on the evaluation of an entity's financial condition. Credit losses have been within management's expectations. As of June 30, 2011, accounts receivable from the Company's top five clients represented approximately 10% of the net accounts receivable balance, excluding amounts due to subcontractors.

Stock-Based Compensation

6 Months Ended

Jun. 30, 2011

Stock-Based Compensation

Stock-Based Compensation

5. STOCK-BASED COMPENSATION

Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee's requisite service period.

During the six months ended June 30, 2011, the Company granted 673 shares of restricted stock units ("RSUs") to its employees. The weighted average grant date intrinsic value was $7.52 per RSU. The following table shows the total stock-based compensation expense, related to all of the Company's equity awards, recognized for the three and six month periods ended June 30, 2011 and 2010:


	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Stock-based employee compensation before tax	$	1,723		$	2,040		$	3,712		$	4,389
Related income tax benefit		(668	)		(791	)		(1,439	)		(1,702	)

Stock-based employee compensation, net of tax	$	1,055		$	1,249		$	2,273		$	2,687

There were $94 and $124 of cash flow from financing activities for excess tax benefits related to equity awards exercised and vested during the six month periods ended June 30, 2011 and 2010, respectively.

As of June 30, 2011, there was $1,229 of pre-tax total unrecognized compensation cost related to non-vested stock options and SARs, which will be adjusted for future changes in forfeitures. The Company expects to recognize such cost over a weighted average remaining period of 1.4 years. As of June 30, 2011, there was $8,081 of pre-tax total unrecognized compensation cost related to non-vested RSUs, which will be adjusted for future changes in forfeitures. The Company expects to recognize such cost over a period of 1.8 years.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
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-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901

Reference 7: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 4
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 40
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929

+ Details

Net Income Per Common Share

6 Months Ended

Jun. 30, 2011

Net Income Per Common Share

Net Income Per Common Share

6. NET INCOME PER COMMON SHARE

Securities that are entitled to participate in dividends with common stock, such as the Company's Series A Conditional Convertible Preferred Stock (the "Preferred Stock"), are considered to be participating securities and the two-class method is used for purposes of calculating basic net income per share. Under the two-class method, a portion of net income is allocated to participating securities and excluded from the calculation of basic net income per common share. Diluted net income per common share reflects the effects of potentially dilutive stock-based equity instruments and common stock issuable upon conversion of the Preferred Stock. See Note (11), "Preferred Stock," for additional information.

Stock-based awards to purchase 2,131 and 2,151 shares of common stock for the three and six month periods ended June 30, 2011, respectively, were not included in the calculation of diluted net income per common share because the effect of these instruments was anti-dilutive. Stock-based awards to purchase 2,367 and 2,276 shares of common stock for the three and six month periods ended June 30, 2010, respectively, were not included in the calculation of diluted net income per common share because the effect of these instruments was anti-dilutive.

The following table sets forth the computation of basic and diluted net income per common share for the three and six month periods ended June 30, 2011 and 2010:


	Three Months Ended June 30,					Six Months Ended June 30,
	2011			2010		2011			2010
Net income	$	813		$	137	$	3,069		$	917

Less: allocation to participating securities		(99	)		0		(372	)		0

Net income attributable to common stockholders—basic		714			137		2,697			917

Net income per common share—basic	$	0.02		$	0.00	$	0.07		$	0.03

Net income per common share—diluted	$	0.02		$	0.00	$	0.07		$	0.03

Weighted average common shares outstanding—basic		39,629			32,760		39,436			32,696
Plus: dilutive effect of potential common shares		6,352			806		6,476			823

Weighted average common shares outstanding—diluted		45,981			33,566		45,912			33,519

Goodwill And Identifiable Intangible Assets

6 Months Ended

Jun. 30, 2011

Goodwill And Identifiable Intangible Assets

Goodwill And Identifiable Intangible Assets

7. GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS

As of June 30, 2011 and December 31, 2010, the Company had the following intangible assets:


	June 30, 2011							December 31, 2010
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets subject to amortization:
Staffing databases	$	5,840	$	(2,998	)	$	2,842	$	5,840	$	(2,635	)	$	3,205
Customer relationships		65,360		(17,317	)		48,043		65,360		(14,713	)		50,647
Tradenames and trademarks		16,871		(3,700	)		13,171		16,871		(3,189	)		13,682
Noncompete agreements		1,484		(1,335	)		149		1,484		(1,265	)		219
Acquired technology		800		(657	)		143		800		(577	)		223
Online courses		59		(59	)		0		59		(59	)		0

	$	90,414	$	(26,066	)	$	64,348	$	90,414	$	(22,438	)	$	67,976

Intangible assets not subject to amortization:
Goodwill						$	154,485						$	154,176
Tradenames and trademarks							97,600							97,600

						$	252,085						$	251,776

Accumulated goodwill impairment loss						$	214,939						$	214,939

Aggregate amortization expense for the intangible assets presented in the above table was $1,786 and $1,188 for the three months ended June 30, 2011 and 2010, respectively, and $3,628 and $2,389 for the six months ended June 30, 2011 and 2010, respectively. Estimated future aggregate amortization expense of definite lived intangible assets as of June 30, 2011 is as follows:


	Amount
Six months ending December 31, 2011	$	3,563
Year ending December 31, 2012		6,777
Year ending December 31, 2013		6,461
Year ending December 31, 2014		6,361
Year ending December 31, 2015		6,122
Thereafter		35,064

	$	64,348

- Definition

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

+ References + Details

Segment Information

6 Months Ended

Jun. 30, 2011

Segment Information

Segment Information

8. SEGMENT INFORMATION

The Company has four reportable segments: nurse and allied healthcare staffing, locum tenens staffing, physician permanent placement services and home healthcare services.

The Company's management relies on internal management reporting processes that provide revenue and segment operating income for making financial decisions and allocating resources. Segment operating income includes income from operations before depreciation, amortization of intangible assets, stock-based compensation expense and other unallocated corporate overhead. 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 following table provides a reconciliation of revenue and segment operating income by reportable segment to consolidated results and was derived from the segment's internal financial information as used for corporate management purposes:


	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Revenue
Nurse and allied healthcare staffing	$	140,029	$	75,605	$	274,803	$	150,796
Locum tenens staffing		71,098		65,349		141,287		125,737
Physician permanent placement services		9,475		8,328		20,317		16,043
Home healthcare services		13,935		0		27,532		0

	$	234,537	$	149,282	$	463,939	$	292,576

Segment Operating Income
Nurse and allied healthcare staffing	$	14,420	$	7,250	$	29,539	$	15,984
Locum tenens staffing		5,465		6,399		11,476		11,870
Physician permanent placement services		2,511		1,978		6,328		3,944
Home healthcare services		365		0		1,328		0

		22,761		15,627		48,671		31,798
Unallocated corporate overhead		8,697		7,010		17,682		12,738
Depreciation and amortization		4,119		3,163		8,584		6,461
Stock-based compensation		1,723		2,040		3,712		4,389
Interest expense, net		5,589		2,583		11,100		5,220

Income before income tax	$	2,633	$	831	$	7,593	$	2,990

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 131
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8984-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9054-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 10
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8906-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599

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

Reference 11: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/presentationRef
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
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Reference 15: http://www.xbrl.org/2003/role/presentationRef
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8933-108599

+ Details

Fair Value Measurement

6 Months Ended

Jun. 30, 2011

Fair Value Measurement

Fair Value Measurement

9. FAIR VALUE MEASUREMENT

The authoritative guidance 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. It 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—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2—Include other inputs that are directly or indirectly observable in the marketplace.

Level 3—Unobservable inputs that are supported by little or no market activities.

Financial assets and liabilities

The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. As of June 30, 2011 and December 31, 2010, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included the restricted cash and cash equivalents and the Company's investments associated with the Company's deferred compensation plan. The Company's restricted cash and cash equivalents typically consist of cash and U.S. Treasury securities, and the fair value is based on quoted prices in active markets for identical assets. The Company's investments in trading securities associated with its deferred compensation plan typically consist of money market funds and mutual funds that are publicly traded and for which market prices are readily available.

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:


	Fair Value Measurements as of June 30, 2011
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
U.S. Treasury securities	$	18,013	$	18,013	$	0	$	0
Trading securities investment		0		0		0		0

Total financial assets measured at fair value	$	18,013	$	18,013	$	0	$	0


	Fair Value Measurements as of December 31, 2010
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
U.S. Treasury securities	$	20,961	$	20,961	$	0	$	0
Trading securities investment		2,831		2,831		0		0

Total financial assets measured at fair value	$	23,792	$	23,792	$	0	$	0

Non-financial assets and liabilities

The Company applies fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to goodwill and indefinite-lived intangible assets.

The Company evaluates goodwill and indefinite-lived intangible assets annually for impairment at the reporting unit level and whenever circumstances occur indicating that goodwill might be impaired. The Company determines the fair value of its reporting units based on a combination of inputs including the market capitalization of the Company as well as Level 3 inputs such as discounted cash flows which are not observable from the market, directly or indirectly. The Company determined the fair value of its indefinite-lived intangible assets using the income approach (relief-from-royalty method), based on Level 3 inputs. There were no fair value measurements of non-financial assets and liabilities during the six months ended June 30, 2011.

Non-financial assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2010 are summarized below:


	Fair Value Measurements as of December 31, 2010
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable inputs (Level 3)		Total Losses for Year Ended December 31, 2010
Goodwill	$	154,176	$	0	$	0	$	154,176	$	41,932
Indefinite-lived intangible assets	$	97,600	$	0	$	0	$	97,600	$	8,900

									$	50,832

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44A, 44B
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15C, 15D
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15A
-Subparagraph a-d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 3, 10, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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

Reference 7: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
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-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13504-108611

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19296-110258

+ Details

Income Taxes

6 Months Ended

Jun. 30, 2011

Income Taxes

Income Taxes

10. INCOME TAXES

The Company recorded an income tax expense of $4,524 for the six months ended June 30, 2011 as compared to $2,073 for the same period in 2010, reflecting effective income tax rates of 59.6% and 69.3% for these periods, respectively. The Company currently estimates its annual effective income tax rate to be approximately 57.9% for 2011, as compared to the 16.5% effective income tax rate in 2010. The difference in effective tax rates for 2010 and the forecasted rate for 2011 is primarily due to the relationship of pre-tax income to permanent differences.

The estimated annual effective tax rate for 2011 of 57.9% is greater than the federal statutory rate of 35% primarily due to a state tax rate, net of federal benefit, of 7.3%, a rate impact from provisions for uncertain tax positions of 11.1%, and an additional rate impact from other items of 4.5%.

Management believes it is more likely than not that the results of operations will generate sufficient taxable income to realize the deferred tax assets, and accordingly, has not provided a valuation allowance for these assets. The determination of the amount of any deferred tax asset valuation allowance is based in part on the amount and nature (ordinary versus capital) of estimated future taxable income. The amount of the deferred tax asset considered realizable could be reduced if future estimated taxable income amounts in the carryforward period are less than currently forecasted.

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

+ Details

Preferred Stock

6 Months Ended

Jun. 30, 2011

Preferred Stock

Preferred Stock

11. PREFERRED STOCK

On September 1, 2010, in connection with the NFI acquisition, the Company issued 5,660 shares of Preferred Stock, including shares deposited in escrow. On December 20, 2010, 52 shares of Preferred Stock were released from escrow to the Company, and 221 shares of Preferred Stock were released from escrow to the former NFI stockholders, under the terms of the acquisition of NFI.

The Preferred Stock is entitled to receive dividends consistent with dividends payable on the Company's common stock. In addition, each share of the Preferred Stock (i) is convertible into one share of the Company's common stock (subject to customary adjustments for accrued and unpaid dividends, if any, and changes in the Company's capital structure) at the option of the holder and (ii) will automatically convert into one share of common stock (subject to customary adjustments for accrued and unpaid dividends, if any, and changes in the Company's capital structure) upon the earlier of (A) the closing price of the common stock being equal to or greater than $10.00 per share (as adjusted from time to time to fully reflect changes in the Company's capital structure) for a period of 30 consecutive trading days after December 15, 2010 and (B) September 1, 2020. During the six months ended June 30, 2011, approximately 130 shares of Preferred Stock were converted into the Company's common stock.

Certain of the Preferred Stock holders were granted registration rights and are subject to certain transfer restrictions with respect to their Preferred Stock (and shares of common stock issued upon conversion of such shares of Preferred Stock) (the "Registration Rights holders"). Subject to certain exceptions, the Registration Rights holders are prohibited from transferring shares of Preferred Stock (or shares of common stock issued upon conversion of such shares of Preferred Stock) to a competitor of the Company without the Company's prior consent or otherwise transferring such shares in an amount constituting 5% or more of the voting capital stock of the Company then outstanding to a third party or any such shares to a third party who, immediately following such transfer, would beneficially own more than 15% of the voting capital stock of the Company then outstanding. Additionally, there are limits on the timing and amount of the common stock issued upon conversion of such shares of Preferred Stock that the Registration Rights holders may publicly sell.

The Preferred Stock is classified outside of permanent equity as share settlement under the redemption provision is not solely within the control of the Company.

Subsequent Event

6 Months Ended

Jun. 30, 2011

Subsequent Event

Subsequent Event

12. SUBSEQUENT EVENT

Second Amendment to Credit Agreement

Effective July 25, 2011, the Company entered into a Second Amendment (the "Second Amendment") to the Credit Agreement dated December 23, 2009 (as amended, the "First Lien Credit Agreement"). The Second Amendment, among other things (a) increased the revolver portion of the First Lien Credit Agreement (the "Revolver Facility") from $40,000 to $50,000; (b) added an accordion feature, which allows the Company, subject to certain conditions, to request an increase of up to $15,000 in the Revolver Facility; (c) reduced in certain circumstances the amount of mandatory excess cash flow prepayments the Company must make on the loans after each fiscal year; (d) adjusted certain financial covenants, including the Consolidated Leverage Ratio, the Consolidated First Lien Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio (each as defined in the First Lien Credit Agreement); and (e) modified the period of time permitted for certain cash integration adjustments related to the calculation of Consolidated EBITDA to include fiscal quarters ending March 31, 2012, June 30, 2012 and September 30, 2012.

First Amendment to Second Lien Credit Agreement

Effective July 25, 2011, the Company also entered into a First Amendment (the "First Amendment") to the Second Lien Credit Agreement dated September 1, 2010 (as amended, the "Second Lien Credit Agreement"). The First Amendment, among other things (a) reduced in certain circumstances the amount of mandatory excess cash flow prepayments the Company must make on the loan after each fiscal year; (b) adjusted the Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio financial covenants (each as defined in the Second Lien Credit Agreement); and (c) modified the period of time permitted for certain cash integration adjustments related to the calculation of Consolidated EBITDA to include fiscal quarters ending March 31, 2012, June 30, 2012 and September 30, 2012.

As a result of the amendments, the Company incurred fees of approximately $2,000.