Goodwill and Identifiable Assets

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Identifiable Intangible Assets

Goodwill and Other Identifiable Intangible Assets.

The changes in the carrying amount of goodwill for the years ended December 31, 2012 and 2011 are as follows (in thousands):



	Apex		Oxford		Life Sciences			Healthcare			Physician			Total
Balance as of December 31, 2010
Gross goodwill	$	—	$	149,483	$	12,561		$	122,230		$	37,163		$	321,437
Accumulated impairment	—		—		—			(121,717		)	—			(121,717		)
	—		149,483		12,561			513			37,163			199,720
Valesta acquisition (see Note 4)	—		—		16,097			—			—			16,097
HCP acquisition (see Note 4)	—		—		—			—			14,407			14,407
Translation adjustment	—		—		(990		)	—			—			(990		)
Balance as of December 31, 2011
Gross goodwill	—		149,483		27,668			122,230			51,570			350,951
Accumulated impairment	—		—		—			(121,717		)	—			(121,717		)
	—		149,483		27,668			513			51,570			229,234
Apex acquisition (see Note 4)	266,788		—		—			—			—			266,788
Acquisition accounting	—		—		1,814			—			(9		)	1,805
Translation adjustment	—		—		529			—			—			529
Balance as of December 31, 2012
Gross goodwill	266,788		149,483		30,011			122,230			51,561			620,073
Accumulated impairment	—		—		—			(121,717		)	—			(121,717		)
	$	266,788	$	149,483	$	30,011		$	513		$	51,561		$	498,356

Subsequent to the issuance of the Company's annual report on Form 10-K for the year ended December 31, 2011, the Company identified an error of $1.8 million to record deferred tax liabilities and a corresponding increase in goodwill related to Valesta's intangible assets. The Company considers this an immaterial adjustment and has corrected the goodwill and deferred tax liabilities as of December 31, 2012 reflecting the adjustment in the accompanying consolidated balance sheets, the adjustments in the non-cash supplemental disclosures in the consolidated statements of cash flows and related footnote disclosures. This adjustment has no effect on the Company's consolidated statements of operations and comprehensive income (loss).

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



		December 31, 2012						December 31, 2011
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Subject to amortization:
Customer relations	3 months – 10 years	$	103,285	$	23,338	$	79,947	$	11,077	$	7,891	$	3,186
Contractor relations	2 - 7 years	37,871		27,754		10,117		27,276		25,599		1,677
Non-compete agreements	2 - 7 years	2,986		1,062		1,924		899		604		295
		144,142		52,154		91,988		39,252		34,094		5,158
Not subject to amortization:
Trademarks		171,852		—		171,852		25,048		—		25,048
Goodwill		498,356		—		498,356		229,234		—		229,234
Total		$	814,350	$	52,154	$	762,196	$	293,534	$	34,094	$	259,440

Amortization expense for intangible assets with finite lives was $18.0 million in 2012, $2.3 million in 2011 and $2.1 million in 2010. Estimated amortization for the each of the next five fiscal years and thereafter follows (in thousands):



2013	$	20,973
2014	16,823
2015	14,305
2016	12,369
2017	8,996
Thereafter	18,522
	$	91,988

Goodwill and other intangible assets having an indefinite useful life are not amortized for financial statement purposes. Goodwill and intangible assets with indefinite lives are reviewed for impairment on an annual basis as of October 31 and whenever certain events or changes in circumstances occur. No impairment charge was recorded for any of the reporting units as of October 31, 2012. Based upon the annual goodwill impairment test in 2011, there was no goodwill impairment charge. The Company recognized a goodwill impairment charge of $15.4 million in the fourth quarter of 2010. Goodwill for the Company's impaired reporting unit, Nurse Travel, with a carrying amount of $15.4 million was written down to the implied fair value of $0 resulting in an impairment charge of $15.4 million.

- 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.

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