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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
———————
FORM 10-Q
———————
☒ Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended March 31, 2022
Or
☐ Transition
Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition Period From
_________
to
_________
———————
CROSS COUNTRY HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
———————
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Delaware |
0-33169 |
13-4066229 |
(State or other jurisdiction of
Incorporation or organization) |
Commission
file number |
(I.R.S. Employer
Identification Number) |
6551 Park of Commerce Boulevard, N.W.
Boca Raton, Florida 33487
(Address of principal executive offices)(Zip Code)
(561) 998-2232
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)
———————
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Common stock, par value $0.0001 per share |
CCRN |
The Nasdaq Stock Market |
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒
No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). ☒ Yes
☐ No
Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of “accelerated filer and large accelerated
filer” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐
Accelerated filer
☒
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended
transition
period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
No ☒
The registrant had outstanding
38,213,868
shares of common stock, par value $0.0001 per share, as of
April 30, 2022.
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
In addition to historical information, this Quarterly Report on
Form 10-Q contains statements relating to our future results
(including certain projections and business trends) that are
“forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended (the Exchange Act),
and the Private Securities Litigation Reform Act of 1995, and are
subject to the “safe harbor” created by those sections.
Forward-looking statements consist of statements that are
predictive in nature, depend upon or refer to future events. Words
such as “expects”, “anticipates”, “intends”, “plans”, “believes”,
“estimates”, “suggests”, “appears”, “seeks”, “will”, “could”, and
variations of such words and similar expressions are intended to
identify forward-looking statements. These statements involve known
and unknown risks, uncertainties and other factors that may cause
our actual results and performance to be materially different from
any future results or performance expressed or implied by these
forward-looking statements. These factors include, but are not
limited to, the following: the potential impacts of the coronavirus
pandemic (COVID-19) on our business, financial condition, and
results of operations, our ability to attract and retain qualified
nurses, physicians and other healthcare personnel, costs and
availability of short-term housing for our travel healthcare
professionals, demand for the healthcare services we provide, both
nationally and in the regions in which we operate, the functioning
of our information systems, the effect of cyber security risks and
cyber incidents on our business, the effect of existing or future
government regulation and federal and state legislative and
enforcement initiatives on our business, our clients’ ability to
pay us for our services, our ability to successfully implement our
acquisition and development strategies, including our ability to
successfully integrate acquired businesses and realize synergies
from such acquisitions, the effect of liabilities and other claims
asserted against us, the effect of competition in the markets we
serve, our ability to successfully defend the Company, its
subsidiaries, and its officers and directors on the merits of any
lawsuit or determine its potential liability, if any, and other
factors set forth in Item 1A. “Risk Factors” in the Company’s
Annual Report on Form 10-K for the year ended December 31,
2021 (2021 Form 10-K), as filed and updated in our Quarterly
Reports on Form 10-Q and other filings with the Securities and
Exchange Commission (SEC).
Although we believe that these statements are based upon reasonable
assumptions, we cannot guarantee future results and
readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management’s opinions
only as of the date of this filing. There can be no assurance that
(i) we have correctly measured or identified all of the
factors affecting our business or the extent of these factors’
likely impact, (ii) the available information with respect to
these factors on which such analysis is based is complete or
accurate, (iii) such analysis is correct or (iv) our
strategy, which is based in part on this analysis, will be
successful. Except as may be required by law, the Company
undertakes no obligation to update or revise forward-looking
statements.
All references to “the Company”, “we”, “us”, “our”, or “Cross
Country” in this Quarterly Report on Form 10-Q mean Cross
Country Healthcare, Inc., and its consolidated
subsidiaries.
CROSS COUNTRY HEALTHCARE, INC.
INDEX
FORM 10-Q
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
CROSS COUNTRY HEALTHCARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, amounts in thousands)
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March 31,
2022 |
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December 31,
2021 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ |
1,208 |
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$ |
1,036 |
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Accounts receivable, net of allowances of $9,141 in 2022 and $6,881
in 2021
|
677,432 |
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493,910 |
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Prepaid expenses |
7,689 |
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7,648 |
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Insurance recovery receivable |
5,336 |
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5,041 |
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Other current assets |
641 |
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638 |
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Total current assets |
692,306 |
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508,273 |
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Property and equipment, net of accumulated depreciation of $18,092
in 2022 and $17,729 in 2021
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16,706 |
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15,833 |
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Operating lease right-of-use assets |
5,447 |
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7,488 |
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Goodwill |
119,490 |
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119,490 |
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Trade names, indefinite-lived |
5,900 |
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5,900 |
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Other intangible assets, net |
40,543 |
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42,344 |
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Non-current deferred tax assets |
9,117 |
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11,525 |
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Other non-current assets |
26,925 |
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21,956 |
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Total assets |
$ |
916,434 |
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$ |
732,809 |
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Liabilities and Stockholders' Equity |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ |
164,224 |
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$ |
109,753 |
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Accrued compensation and benefits |
74,733 |
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65,580 |
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Current portion of debt |
1,750 |
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4,176 |
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Operating lease liabilities - current |
4,026 |
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4,090 |
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Income tax payable |
29,140 |
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7,307 |
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Current portion of earnout liability |
8,250 |
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7,500 |
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Other current liabilities |
1,122 |
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1,364 |
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Total current liabilities |
283,245 |
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199,770 |
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Long-term debt, less current portion |
218,475 |
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176,366 |
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Operating lease liabilities - non-current |
9,704 |
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10,853 |
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Non-current deferred tax liabilities |
207 |
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190 |
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Long-term accrued claims |
26,443 |
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25,314 |
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Non-current earnout liability |
8,250 |
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9,000 |
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Other long-term liabilities |
14,037 |
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13,788 |
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Total liabilities |
560,361 |
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435,281 |
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Commitments and contingencies |
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Stockholders' equity: |
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Common stock |
4 |
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4 |
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Additional paid-in capital |
318,125 |
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321,552 |
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Accumulated other comprehensive loss |
(1,304) |
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(1,293) |
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Retained earnings (accumulated deficit) |
39,248 |
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(22,735) |
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Total stockholders' equity |
356,073 |
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297,528 |
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Total liabilities and stockholders' equity |
$ |
916,434 |
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$ |
732,809 |
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See accompanying notes to the condensed consolidated financial
statements
1
CROSS COUNTRY HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, amounts in thousands, except per share
data)
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Three Months Ended |
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March 31, |
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2022 |
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2021 |
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Revenue from services |
$ |
788,732 |
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$ |
329,241 |
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Operating expenses: |
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Direct operating expenses |
613,938 |
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257,776 |
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Selling, general and administrative expenses |
76,813 |
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46,327 |
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Bad debt expense |
2,369 |
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504 |
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Depreciation and amortization |
2,719 |
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2,253 |
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Acquisition and integration-related costs |
40 |
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— |
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Restructuring costs |
480 |
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1,238 |
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Impairment charges |
1,741 |
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149 |
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Total operating expenses |
698,100 |
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308,247 |
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Income from operations |
90,632 |
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20,994 |
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Other expenses (income): |
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Interest expense |
3,521 |
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671 |
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Other income, net |
(8) |
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(37) |
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Income before income taxes |
87,119 |
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20,360 |
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Income tax expense |
25,136 |
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912 |
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Net income attributable to common stockholders |
$ |
61,983 |
|
|
$ |
19,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
Unrealized foreign currency translation loss |
(11) |
|
|
(6) |
|
|
|
|
|
Comprehensive income |
$ |
61,972 |
|
|
$ |
19,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share attributable to common stockholders -
Basic |
$ |
1.67 |
|
|
$ |
0.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share attributable to common stockholders -
Diluted |
$ |
1.63 |
|
|
$ |
0.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
Basic |
37,028 |
|
|
36,181 |
|
|
|
|
|
Diluted |
37,973 |
|
|
37,034 |
|
|
|
|
|
See accompanying notes to the condensed consolidated financial
statements
2
CROSS COUNTRY HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY
Three Months Ended March 31, 2022 and 2021
(Unaudited, amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional
Paid-In Capital |
|
Accumulated Other
Comprehensive Loss, net |
|
(Accumulated Deficit) Retained Earnings |
|
Noncontrolling Interest in Subsidiary |
|
Stockholders’ Equity |
Shares |
|
Dollars |
Balances at December 31, 2021 |
37,024 |
|
|
$ |
4 |
|
|
$ |
321,552 |
|
|
$ |
(1,293) |
|
|
$ |
(22,735) |
|
|
$ |
— |
|
|
$ |
297,528 |
|
Vesting of restricted stock |
419 |
|
|
— |
|
|
(5,028) |
|
|
— |
|
|
— |
|
|
— |
|
|
(5,028) |
|
Equity compensation |
— |
|
|
— |
|
|
1,601 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,601 |
|
Foreign currency translation adjustment, net of taxes |
— |
|
|
— |
|
|
— |
|
|
(11) |
|
|
— |
|
|
— |
|
|
(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
61,983 |
|
|
— |
|
|
61,983 |
|
Balances at March 31, 2022 |
37,443 |
|
|
$ |
4 |
|
|
$ |
318,125 |
|
|
$ |
(1,304) |
|
|
$ |
39,248 |
|
|
$ |
— |
|
|
$ |
356,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional
Paid-In Capital |
|
Accumulated Other
Comprehensive Loss, net |
|
Accumulated Deficit |
|
Noncontrolling Interest in Subsidiary |
|
Stockholders’ Equity |
Shares |
|
Dollars |
Balances at December 31, 2020 |
36,177 |
|
|
$ |
4 |
|
|
$ |
310,388 |
|
|
$ |
(1,280) |
|
|
$ |
(154,737) |
|
|
$ |
534 |
|
|
$ |
154,909 |
|
Vesting of restricted stock |
318 |
|
|
— |
|
|
(2,026) |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,026) |
|
Equity compensation |
— |
|
|
— |
|
|
1,349 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,349 |
|
Foreign currency translation adjustment, net of taxes |
— |
|
|
— |
|
|
— |
|
|
(6) |
|
|
— |
|
|
— |
|
|
(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
19,448 |
|
|
— |
|
|
19,448 |
|
Balances at March 31, 2021 |
36,495 |
|
|
$ |
4 |
|
|
$ |
309,711 |
|
|
$ |
(1,286) |
|
|
$ |
(135,289) |
|
|
$ |
534 |
|
|
$ |
173,674 |
|
See accompanying notes to the condensed consolidated financial
statements
3
CROSS COUNTRY HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, |
|
2022 |
|
2021 |
Cash flows from operating activities |
|
|
|
Consolidated net income |
$ |
61,983 |
|
|
$ |
19,448 |
|
Adjustments to reconcile net income to net cash used in operating
activities: |
|
|
|
Depreciation and amortization |
2,719 |
|
|
2,253 |
|
Provision for allowances |
3,179 |
|
|
1,095 |
|
Deferred income tax expense |
2,428 |
|
|
266 |
|
Non-cash lease expense |
567 |
|
|
622 |
|
Impairment charges |
1,741 |
|
|
149 |
|
Equity compensation |
1,601 |
|
|
1,349 |
|
Other non-cash costs |
446 |
|
|
214 |
|
Changes in operating assets and liabilities: |
|
|
|
Accounts receivable |
(186,701) |
|
|
(76,581) |
|
Prepaid expenses and other assets |
(557) |
|
|
568 |
|
Income taxes |
22,050 |
|
|
617 |
|
Accounts payable and accrued expenses |
62,979 |
|
|
26,507 |
|
Operating lease liabilities |
(1,273) |
|
|
(1,115) |
|
Other |
(200) |
|
|
(319) |
|
Net cash used in operating activities |
(29,038) |
|
|
(24,927) |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
Purchases of property and equipment |
(2,096) |
|
|
(1,186) |
|
Net cash used in investing activities |
(2,096) |
|
|
(1,186) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
Principal payments on term loan |
(437) |
|
|
— |
|
Debt issuance costs |
(3,092) |
|
|
(150) |
|
Borrowings under Senior Secured Asset-Based revolving credit
facility |
415,176 |
|
|
148,016 |
|
Repayments on Senior Secured Asset-Based revolving credit
facility |
(372,874) |
|
|
(105,400) |
|
Cash paid for shares withheld for taxes |
(5,028) |
|
|
(2,026) |
|
Principal payments on note payable |
(2,426) |
|
|
(2,425) |
|
|
|
|
|
Other |
(11) |
|
|
(11) |
|
Net cash provided by financing activities |
31,308 |
|
|
38,004 |
|
|
|
|
|
Effect of exchange rate changes on cash |
(2) |
|
|
(3) |
|
Change in cash and cash equivalents |
172 |
|
|
11,888 |
|
Cash and cash equivalents at beginning of period |
1,036 |
|
|
1,600 |
|
Cash and cash equivalents at end of period |
$ |
1,208 |
|
|
$ |
13,488 |
|
See accompanying notes to the condensed consolidated financial
statements
4
CROSS COUNTRY HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION AND BASIS OF
PRESENTATION
Nature of Business
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). In the opinion of management, all adjustments necessary
for a fair presentation of such unaudited condensed consolidated
financial statements have been included. All such adjustments
consisted of all normal recurring items, including the elimination
of all intercompany transactions and balances.
The accompanying condensed consolidated financial statements have
been prepared in accordance with United States generally accepted
accounting principles (U.S. GAAP) 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. 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, 2022.
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, 2021 included in the Company’s Annual Report on Form 10-K
as filed with the SEC on February 28, 2022 (2021 Form 10-K). The
December 31, 2021 condensed consolidated balance sheet
included herein was derived from the December 31, 2021 audited
consolidated balance sheet included in the 2021
Form 10-K.
Certain prior year amounts have been reclassified to conform to the
current year presentation. See the condensed consolidated
statements of cash flows.
2. 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.
Management has assessed various accounting estimates and other
matters, including those that require consideration of forecasted
financial information, in context of the unknown future impacts of
the global
COVID-19 (COVID)
pandemic using information that is reasonably available to the
Company at the time. Significant estimates and assumptions are used
for, but not limited to: (i) the valuation of accounts receivable;
(ii) goodwill, trade names, and other intangible assets; (iii)
other long-lived assets; (iv) revenue recognition; (v) accruals for
health, workers’ compensation, and professional liability claims;
(vi) valuation of deferred tax assets; (vii) legal contingencies;
and (viii) income taxes. Accrued insurance claims and reserves
include estimated settlements from known claims and actuarial
estimates for claims incurred but not reported. As additional
information becomes available to the Company, its future assessment
of these estimates, including management's expectations at the time
regarding the duration, scope and severity of the pandemic, as well
as other factors, could materially and adversely impact the
Company's consolidated financial statements in future reporting
periods. Actual results could differ from those
estimates.
COVID
The Company prioritizes the mental health and well-being of its
employees, especially in response to the COVID pandemic. While
operating primarily through a remote workforce, the Company's
offices remain open with stringent safety guidelines and procedures
in place. Business travel, including visits to healthcare clients,
continues to be somewhat limited at the request of the Company's
clients who are continuing to cope with the pandemic twenty-four
hours a day/seven days a week.
During the first quarter of 2022, average bill rates rose slightly
as the Company continued to experience higher demand across a wide
range of specialties. Investments in people and technology, along
with other improvements the Company has made during the pandemic,
have allowed it to quickly respond to high demand levels that it is
continuing to see across a wide range of specialties, including
operating room, emergency room, pediatrics, labor and delivery, and
medical and surgical services, not all of which are directly
related to COVID needs.
Throughout the pandemic, the Company worked collaboratively with
clients on adjusting bill rates in order to adapt to the rapidly
changing market conditions. One of the Company's core values is to
act ethically and responsibly, and it has been especially important
during this pandemic to be transparent and build trust with its
clients to re-enforce long-lasting relationships as both demand and
bill rates increased to unprecedented levels.
Accounts Receivable, net
The timing of revenue recognition, billings, and collections
results in billed and unbilled accounts receivable from customers,
which are classified as accounts receivable on the condensed
consolidated balance sheets and are presented net of allowances for
doubtful accounts and sales allowances. Estimated revenue for the
Company employees', subcontracted employees', and independent
contractors’ time worked but not yet billed at March 31, 2022 and
December 31, 2021 totaled $249.7 million and
$140.0 million, respectively.
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 is established for
losses expected to be incurred on accounts receivable balances.
Accounts receivable are written off against the allowance for
doubtful accounts when the Company determines amounts are no longer
collectible. Judgment is required in the estimation of the
allowance and the Company evaluates the collectability of its
accounts receivable and contract assets based on a combination of
factors. The Company bases its allowance for doubtful account
estimates on its historical write-off experience, current
conditions, an analysis of the aging of outstanding receivable and
customer payment patterns, and specific reserves for customers in
adverse condition adjusted for current expectations for the
customers or industry. Based on the information currently
available, the Company also considered current expectations of
future economic conditions, including the impact of COVID, when
estimating its allowance for doubtful accounts.
The opening balance of the allowance for doubtful accounts is
reconciled to the closing balance for expected credit losses as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
2021 |
|
(amounts in thousands) |
Balance at January 1 |
$ |
6,087 |
|
|
$ |
3,416 |
|
Bad Debt Expense |
2,369 |
|
|
504 |
|
Write-Offs, net of Recoveries |
(365) |
|
|
(699) |
|
Balance at March 31 |
$ |
8,091 |
|
|
$ |
3,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In addition to the allowance for doubtful accounts, the Company
maintains a sales allowance for billing-related adjustments which
may arise in the ordinary course of business and adjustments to the
reserve are recorded as contra-revenue. The balance of this
allowance as of March 31, 2022 and December 31, 2021 was
$1.1 million and $0.8 million, respectively.
The Company’s contract terms typically require payment between 30
to 60 days from the date of invoice and are considered past due
based on the particular negotiated contract terms. The majority of
the Company's customers are U.S. based healthcare systems with a
significant percentage in acute-care facilities.
No single customer accounted for more than 10% of the Company’s
revenue for the three months ended March 31, 2022 and 2021, or the
accounts receivable balance as of March 31, 2022 and December 31,
2021.
Restructuring Costs
The Company considers restructuring activities to be programs
whereby it fundamentally changes its operations, such as closing
and consolidating facilities, reducing headcount, and realigning
operations in response to changing market conditions. As a result,
restructuring costs on the condensed consolidated statements of
operations primarily include employee termination costs and
lease-related exit costs.
Reconciliation of the employee termination costs and lease-related
exit costs beginning and ending liability balance is presented
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Termination Costs |
|
Lease-Related Exit Costs |
|
(amounts in thousands) |
Balance at January 1, 2022 |
$ |
160 |
|
|
$ |
2,423 |
|
Charged to restructuring costs
(a)
|
— |
|
|
389 |
|
Payments and adjustments |
(160) |
|
|
(192) |
|
Balance at March 31, 2022 |
$ |
— |
|
|
$ |
2,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
________________
(a) Restructuring costs in the condensed consolidated statements of
operations for the three months ended March 31, 2022 include an
immaterial amount of ongoing lease costs related to the Company's
strategic reduction in its real estate footprint, which are
included as operating lease liabilities - current and non-current
in our condensed consolidated balance sheets. Other costs were
immaterial for the three months ended March 31, 2022.
3. REVENUE RECOGNITION
The Company's revenues from customer contracts are generated from
temporary staffing services and other services. Revenue is
disaggregated by segment in the following table. Sales and
usage-based taxes are excluded from revenue.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months ended March 31, 2022 |
|
Nurse
And Allied
Staffing |
|
Physician
Staffing |
|
|
|
Total Segments |
|
(amounts in thousands) |
Temporary Staffing Services |
$ |
749,447 |
|
|
$ |
22,104 |
|
|
|
|
$ |
771,551 |
|
Other Services |
16,133 |
|
|
1,048 |
|
|
|
|
17,181 |
|
Total |
$ |
765,580 |
|
|
$ |
23,152 |
|
|
|
|
$ |
788,732 |
|
|
|
|
|
|
|
|
|
|
Three Months ended March 31, 2021 |
|
Nurse
And Allied
Staffing |
|
Physician
Staffing |
|
|
|
Total Segments |
|
(amounts in thousands) |
Temporary Staffing Services |
$ |
305,975 |
|
|
$ |
15,406 |
|
|
|
|
$ |
321,381 |
|
Other Services |
7,033 |
|
|
827 |
|
|
|
|
7,860 |
|
Total |
$ |
313,008 |
|
|
$ |
16,233 |
|
|
|
|
$ |
329,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Note 12 - Segment Data.
4. ACQUISITIONS
Selected
On December 16, 2021, the Company purchased and acquired
substantially all of the assets and assumed certain liabilities of
Selected, Inc. (Selected) for a purchase price of $3.5 million
in cash, subject to adjustment, and $1.5 million in shares (or
59,429 shares) of the Company's common stock. The transaction was
treated as a purchase of assets for income tax purposes. As of
March 31, 2022, the acquisition has not been fully
integrated.
The sellers are also eligible to receive up to an additional
$1.5 million in earnout cash consideration, based on
Selected's revenues for each of the twelve-month periods ending on
the first and second anniversaries of the first day after the
closing date. See Note 10 - Fair Value Measurements.
The acquisition was not significant and has been accounted for
using the acquisition method of accounting. The Company has not
completed its valuation of assets acquired and liabilities assumed.
Any necessary adjustments will be finalized within one
year from the date of acquisition. As a result, $6.5 million
has been recorded as goodwill on the Company's condensed
consolidated balance sheets. See Note 7 - Goodwill, Trade Names,
and Other Intangible Assets. Associated acquisition-related costs
incurred have been included in acquisition and integration-related
costs on the Company's condensed consolidated statements of
operations for the three months ended March 31, 2022.
Cross Country Workforce Solutions Group (CCWSG)
On June 8, 2021, the Company purchased and acquired substantially
all of the assets and assumed certain liabilities of Workforce
Solutions Group, Inc. (WSG) for a purchase price of
$25.0 million in cash and $5.0 million in shares (or
307,730 shares) of the Company's common stock. The parties agreed
to a final net working capital reduction of $1.1 million which
was received in the fourth quarter of 2021.The transaction was
treated as a purchase of assets for income tax
purposes.
The sellers are also eligible to receive an earnout based on the
business' performance through three years after the acquisition
date that could provide up to an additional $15.0 million in
cash. The current portion of the liability of $7.5 million is
included in current portion of earnout liability and the
non-current portion of $7.5 million is included in non-current
earnout liability on the condensed consolidated balance sheets. See
Note 10 - Fair Value Measurements.
The following table summarizes the fair value of the assets
acquired and liabilities assumed on June 8, 2021:
|
|
|
|
|
|
|
(amounts in thousands) |
Cash and cash equivalents |
$ |
957 |
|
Accounts receivable |
11,991 |
|
Other current assets |
59 |
|
Property and equipment |
10 |
|
Right-of-use assets |
1,078 |
|
Goodwill |
22,066 |
|
Other intangible assets |
14,200 |
|
Total assets acquired |
50,361 |
|
Accounts payable and accrued expenses |
3,562 |
|
Accrued compensation and benefits |
1,387 |
|
Lease liability - current |
316 |
|
Lease liability - non-current |
762 |
|
Earnout liability |
15,000 |
|
Total liabilities assumed |
21,027 |
|
Net assets acquired |
$ |
29,334 |
|
The Company assigned a value to other identifiable intangible
assets of $14.2 million in customer relationships with a
weighted average estimated useful life of 11.5 years.
The remaining excess purchase price over the fair value of net
assets acquired of $22.1 million was recorded as goodwill on
the Company's condensed consolidated balance sheets. See Note 7 -
Goodwill, Trade Names, and Other Intangible Assets.
The acquisition was not significant and has been accounted for
using the acquisition method of accounting. The pro-forma impact on
the Company's consolidated revenue from services and net income,
including the pro forma effect of events that are directly
attributable to the acquisition, was not significant.
Mediscan
In the first quarter of 2020, the Company entered into a note
payable of $7.3 million related to contingent consideration
assumed as part of the Mediscan acquisition, payable in three
installments. The first two installments of $2.4 million each
were paid in the second quarter of 2020 and in the first quarter of
2021, respectively. The third and final installment of
$2.6 million, including interest, was paid in the first
quarter of 2022.
5. COMPREHENSIVE INCOME
Total comprehensive income includes net income or loss and foreign
currency translation adjustments, net of any related deferred
taxes, and is included within the accompanying condensed
consolidated statements of operations. Certain of the Company’s
foreign subsidiaries use their respective local currency as their
functional currency. Assets and liabilities of these operations are
translated at the exchange rates in effect on the balance sheet
date. Income statement items are translated at the average exchange
rates for the period. The cumulative impact of currency
fluctuations related to the balance sheet translation is included
in accumulated other comprehensive loss in the accompanying
condensed consolidated balance sheets and was an unrealized loss
of
$1.4 million at March 31, 2022 and $1.3 million
at December 31, 2021.
6. EARNINGS PER SHARE
The following table sets forth the components of the numerator and
denominator for the computation of the basic and diluted earnings
per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2022 |
|
2021 |
|
|
|
|
|
(amounts in thousands, except per share data) |
Numerator: |
|
|
|
|
|
|
|
Net income attributable to common stockholders - Basic and
Diluted |
$ |
61,983 |
|
|
$ |
19,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
Weighted average common shares - Basic |
37,028 |
|
|
36,181 |
|
|
|
|
|
Effect of diluted shares: |
|
|
|
|
|
|
|
Share-based awards |
945 |
|
|
853 |
|
|
|
|
|
Weighted average common shares - Diluted |
37,973 |
|
|
37,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share attributable to common stockholders -
Basic |
$ |
1.67 |
|
|
$ |
0.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share attributable to common stockholders -
Diluted |
$ |
1.63 |
|
|
$ |
0.53 |
|
|
|
|
|
For the three months ended March 31, 2021, there were 4,276
share-based awards that could potentially dilute net income per
share attributable to common stockholders in the future that were
not included in the computation of diluted net income per share
attributable to common stockholders because to do so would have
been anti-dilutive for that period. There were no such share-based
awards for the three months ended March 31, 2022.
7. GOODWILL, TRADE NAMES, AND OTHER
INTANGIBLE ASSETS
The Company had the following acquired intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
|
Gross
Carrying
Amount |
|
Accumulated
Amortization |
|
Net
Carrying
Amount |
|
Gross
Carrying
Amount |
|
Accumulated
Amortization |
|
Net
Carrying
Amount |
|
(amounts in thousands) |
Intangible assets subject to amortization: |
Databases |
$ |
30,530 |
|
|
$ |
19,138 |
|
|
$ |
11,392 |
|
|
$ |
30,530 |
|
|
$ |
18,375 |
|
|
$ |
12,155 |
|
Customer relationships |
47,738 |
|
|
18,603 |
|
|
29,135 |
|
|
47,738 |
|
|
17,581 |
|
|
30,157 |
|
Non-compete agreements |
304 |
|
|
288 |
|
|
16 |
|
|
304 |
|
|
272 |
|
|
32 |
|
Other intangible assets, net |
$ |
78,572 |
|
|
$ |
38,029 |
|
|
$ |
40,543 |
|
|
$ |
78,572 |
|
|
$ |
36,228 |
|
|
$ |
42,344 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets not subject to amortization: |
Trade names, indefinite-lived |
|
|
|
|
$ |
5,900 |
|
|
|
|
|
|
$ |
5,900 |
|
As of March 31, 2022, estimated annual amortization expense is
as follows:
|
|
|
|
|
|
|
(amounts in thousands) |
Years Ending December 31: |
|
2022 |
$ |
5,374 |
|
2023 |
7,117 |
|
2024 |
6,479 |
|
2025 |
5,921 |
|
2026 |
4,751 |
|
Thereafter |
10,901 |
|
|
$ |
40,543 |
|
Goodwill, Trade Names, and Other Intangible Assets
Impairment
The Company tests reporting units’ goodwill and intangible assets
with indefinite lives for impairment annually during the fourth
quarter and more frequently if impairment indicators exist. The
Company performs quarterly qualitative assessments of significant
events and circumstances such as reporting units’ historical and
current results, assumptions regarding future performance,
strategic initiatives and overall economic factors, including
COVID, and macro-economic developments, to determine the existence
of potential indicators of impairment and assess if it is more
likely than not that the fair value of reporting units or
intangible assets is less than their carrying value. If indicators
of impairments are identified a quantitative impairment test is
performed.
As of March 31, 2022, the Company performed a qualitative
assessment of each of its reporting units and determined it was not
more likely than not that the fair value of its reporting units
dropped below their carrying value.
Although
management believes that the Company's current estimates and
assumptions utilized in its qualitative testing are reasonable and
supportable, including its assumptions on the impact and timing
related to COVID, there can be no assurance that the estimates and
assumptions management used for purposes of its qualitative
assessment as of March 31, 2022 will prove to be accurate
predictions of future performance.
As of March 31, 2022, goodwill by reporting segment was:
$116.7 million for Nurse and Allied Staffing and
$2.8 million for Physician Staffing, for a total of
$119.5 million. Goodwill includes amounts acquired from the
acquisitions of WSG and Selected, calculated as the excess of the
fair value of consideration exchanged as compared to the fair value
of identifiable net assets acquired. See Note 4 - Acquisitions.
During the measurement period, which is not to exceed one year from
the acquisition date, the Company may record adjustments to the
assets acquired or liabilities assumed, with a corresponding offset
to goodwill. Upon conclusion of the measurement period, any
subsequent adjustments would be recorded to earnings.
For its long-lived assets and definite-lived intangible assets, the
Company reviews for impairment whenever events or changes in
circumstances indicate the carrying amount may not be recoverable.
As of March 31, 2022, the Company performed a qualitative
assessment of its trade names and other intangible assets and
determined it was not more likely than not that their carrying
value may not be recoverable. During the three months ended March
31, 2021, the Company wrote off a discontinued software development
project, resulting in an immaterial impairment charge.
8. DEBT
The Company's long-term debt consists of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
|
Principal |
|
Debt Issuance Costs |
|
Principal |
|
Debt Issuance Costs |
|
(amounts in thousands) |
Term Loan, interest of 6.50% at March 31, 2022 and December 31,
2021
|
$ |
173,875 |
|
|
$ |
(5,151) |
|
|
$ |
174,312 |
|
|
$ |
(5,396) |
|
Senior Secured Asset-Based Loan, interest of 1.88% and 1.60% at
March 31, 2022 and December 31, 2021, respectively
|
51,501 |
|
|
(3,990) |
|
|
9,200 |
|
|
(991) |
|
Note Payable, interest of 2.00% per annum at December 31,
2021
|
— |
|
|
— |
|
|
2,426 |
|
|
— |
|
Total debt |
225,376 |
|
|
(9,141) |
|
|
185,938 |
|
|
(6,387) |
|
Less current portion - note payable |
— |
|
|
— |
|
|
2,426 |
|
|
— |
|
Less current portion - term loan |
1,750 |
|
|
— |
|
|
1,750 |
|
|
— |
|
Long-term debt |
$ |
223,626 |
|
|
$ |
(9,141) |
|
|
$ |
181,762 |
|
|
$ |
(6,387) |
|
As of March 31, 2022 and December 31, 2021, the current portion of
the term loan is included in current portion of debt on the
condensed consolidated balance sheets. In addition, the current
portion of the note payable as of December 31, 2021 is included in
current portion of debt on the condensed consolidated balance
sheets. The Company has elected to present the debt issuance costs
associated with its revolving line-of-credit as an asset, which is
included in other non-current assets on the condensed consolidated
balance sheets. As a result, the long-term debt in the above table
will not agree to long-term debt, net of current portion on the
condensed consolidated balance sheets herein.
As of March 31, 2022, the aggregate schedule for maturities of debt
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
Senior Secured Asset-Based Loan |
|
|
|
|
|
(amounts in thousands) |
Through Years Ending December 31: |
|
|
|
|
|
|
|
2022 |
$ |
1,312 |
|
|
$ |
— |
|
|
|
|
|
2023 |
1,750 |
|
|
— |
|
|
|
|
|
2024 |
1,750 |
|
|
— |
|
|
|
|
|
2025 |
1,750 |
|
|
— |
|
|
|
|
|
2026 |
1,750 |
|
|
— |
|
|
|
|
|
Thereafter |
165,563 |
|
|
51,501 |
|
|
|
|
|
Total |
$ |
173,875 |
|
|
$ |
51,501 |
|
|
|
|
|
2021 Term Loan Credit Agreement
On June 8, 2021, the Company entered into a Term Loan Credit
Agreement (Term Loan Agreement) with
certain lenders identified therein (collectively, the Lenders) and
Wilmington Trust,
National Association as administrative agent and collateral agent,
pursuant to which the Lenders extended to the Company a six-year
second lien subordinated term loan in the amount of
$100.0 million (term loan). The term loan has an interest rate
of one-month London Inter-Bank Offered Rate (LIBOR) plus 5.75% per
annum, subject to a 0.75% LIBOR floor. The term loan was used to
pay the cash consideration, as well as any costs, fees, and
expenses in connection with the WSG acquisition (see Note 4 -
Acquisitions), with the remainder used to pay down a
portion of the asset based credit facility. Fees paid in connection
with the Term Loan Agreement have been included as debt issuance
costs and as a reduction to the carrying amount of the term loan
and are expected to be amortized to interest expense over the term
of the Term Loan Agreement.
The borrowings under the Term Loan Agreement generally bear
interest at a variable rate based on either LIBOR or Base Rate (as
defined in the Term Loan Agreement) and are subject to mandatory
prepayments of principal payable in quarterly installments,
commencing on September 30, 2021, with each installment being in
the aggregate principal amount of $0.3 million (subject to
adjustment as a result of prepayments) provided that, to the extent
not previously paid, the aggregate unpaid principal balance would
be due and payable on the maturity date. The Term Loan Agreement
contains various restrictions and covenants applicable to the
Company and its subsidiaries, including a covenant to maintain a
minimum net leverage ratio. The Company was in compliance with this
covenant as of March 31, 2022. Obligations under the Term Loan
Agreement are secured by substantially all the assets of the
borrowers and guarantors under the Term Loan Agreement, subject to
customary exceptions.
On November 18, 2021, the Company amended its Term Loan Agreement
(Term Loan First Amendment), which provided the Company an
incremental term loan in an aggregate amount equal to
$75.0 million. Additionally, the Term Loan First Amendment
increased the aggregate amount of all increases (as defined in the
Term Loan Agreement) to be no greater than $115.0 million. The
borrowings will be used primarily to fund organic growth.
Commencing on December 31, 2021, installments of the mandatory
prepayments will be in the aggregate principal amount of
$0.4 million. All other terms, conditions, covenants, and
pricing of the Term Loan Agreement remain the same. In conjunction
with the Term Loan First Amendment, the Company entered into the
Term Loan First Amendment to the Intercreditor Agreement, effective
as of November 18, 2021, which sets forth the lien priority,
relative rights, and other creditors’ rights issues in respect of
the collateral lenders.
The term loan is secured by a second-priority security interest in
the collateral as defined in the ABL Credit Agreement (Loan
Agreement) (as described below), and Wells Fargo Bank, National
Association as agent, as amended by the First Amendment, Second
Amendment, Third Amendment, Fourth Amendment, and Fifth Amendment
to the Loan Agreement (as described below). The lien priority,
relative rights, and other creditors’ rights issues in respect of
the collateral lenders are set forth in the Intercreditor
Agreement, by and among Wells Fargo Bank, National Association, as
first lien agent, and Wilmington Trust, National Association, as
second lien agent, as amended, restated, amended and restated,
supplemented or otherwise modified from time to time in accordance
with the terms thereof dated June 8, 2021 (Intercreditor
Agreement).
2019 Loan Agreement
Effective October 25, 2019, the Company terminated its commitments
under its prior senior credit facility entered into in August 2017
and entered into a Loan Agreement, by and among the Company and
certain of its domestic subsidiaries, as borrowers or guarantors,
Wells Fargo, PNC Bank N.A., as well as other Lenders (as defined)
from time to time parties thereto. The Loan Agreement provides for
a five-year revolving senior secured asset-based credit facility
(ABL) in the aggregate principal amount of up to
$120.0 million (as described below), including a sublimit for
swing loans up to $15.0 million and a $35.0 million
sublimit for standby letters of credit.
On June 30, 2020, the Company amended its Loan Agreement (First
Amendment), which increased the current aggregate committed size of
the ABL from $120.0 million to $130.0 million. All other
terms, conditions, covenants, and pricing of the Loan Agreement
remained the same.
On March 8, 2021, the Company amended its Loan Agreement (Second
Amendment), which increased the current aggregate committed size of
the ABL from $130.0 million to $150.0 million, increased
certain borrowing base sub-limits, and decreased both the cash
dominion event and financial reporting triggers.
On June 8, 2021, the Company amended its Loan Agreement (Third
Amendment), which permits the incurrence of indebtedness and grant
of security as set forth in the Loan Agreement and in accordance
with the Intercreditor Agreement, and provides mechanics relating
to a transition away from LIBOR as a benchmark interest rate to a
replacement alternative benchmark rate or mechanism for loans made
in U.S. dollars.
On November 18, 2021, the Company amended its Loan Agreement
(Fourth Amendment), whereby the permitted indebtedness (as defined
in the Loan Agreement), was increased to $175.0
million.
On March 21, 2022, the Company amended its Loan Agreement (Fifth
Amendment), which increased the current aggregate committed size of
the ABL from $150.0 million to $300.0 million, extended the credit
facility for an additional five years, and increased certain
borrowing base sub-limits. In addition, the agreement provides the
option for all or a portion of the borrowings to bear interest at a
rate based on the Secured Overnight Financing Rate (SOFR) or Base
Rate, at the election of the borrowers, plus an applicable margin.
The applicable margin will increase 10 basis points due to the
credit spread associated with the transition to SOFR.
These amendments were treated as modifications of debt and, as a
result, the associated fees and costs were included in debt
issuance costs and will be amortized ratably over the remaining
term of the Loan Agreement.
Availability of the ABL commitments is subject to a borrowing base
of up to 85% of secured eligible accounts receivable, subject to
adjustment at certain quality levels, minus customary reserves and
subject to customary adjustments. Revolving loans and letters of
credit issued under the Loan Agreement reduce availability under
the ABL on a dollar-for-dollar basis. Availability under the ABL
will be used for general corporate purposes. At March 31, 2022,
borrowing base availability under the ABL was $300.0 million
and the Company had $51.5 million of borrowings drawn, as well
as $17.5 million of letters of credit outstanding related to
workers' compensation and professional liability policies, leaving
$231.0 million of excess availability.
As of March 31, 2022, the interest rate spreads and fees under the
Loan Agreement were based on SOFR plus 1.85% for the revolving
portion of the borrowing base. The Base Rate (as defined by the
Loan Agreement) margin would have been 0.75% for the revolving
portion.
The SOFR and Base Rate margins are subject to monthly pricing
adjustments, pursuant to a pricing matrix based on the Company’s
excess availability under the revolving credit facility. In
addition, the facility is subject to an unused line fee, letter of
credit fees, and an administrative fee. The unused line fee is
0.375% of the average daily unused portion of the revolving credit
facility.
The Loan Agreement contains various restrictions and covenants
applicable to the Company and its subsidiaries, including a
covenant to maintain a minimum fixed charge coverage ratio. The
Company was in compliance with this covenant as of March 31, 2022.
Obligations under the ABL are secured by substantially all the
assets of the borrowers and guarantors, subject to customary
exceptions.
Note Payable
In the first quarter of 2020, the Company entered into a note
payable of $7.3 million related to contingent consideration
assumed as part of a prior period acquisition, payable in three
installments. The first two installments of $2.4 million each
were paid in the second quarter of 2020 and in the first quarter of
2021, respectively. The third and final installment of
$2.6 million, including interest, was paid in the first
quarter of 2022.
9. LEASES
The Company's lease population of its right-of-use asset and lease
liabilities is substantially related to the rental of office space.
The Company enters into lease agreements as a lessee that may
include options to extend or terminate early. Some of these real
estate leases require variable payments of property taxes,
insurance, and common area maintenance, in addition to base rent.
Certain of the leases have provisions for free rent months during
the lease term and/or escalating rent payments and, particularly
for the Company’s longer-term leases for its corporate offices, it
has received incentives to enter into the leases, such as receiving
up to a specified dollar amount to construct tenant improvements.
These leases do not include residual value guarantees, covenants,
or other restrictions.
Beginning in the second quarter of 2020, in connection with the
continuing developments from COVID, the Company expedited
restructuring plans and either reduced or fully vacated leased
office space. The Company is in the process of seeking to sublet
some of the space where possible. The decision and change in the
use of space resulted in a right-of-use asset impairment charge of
$1.5 million for the three months ended March 31, 2022. This
loss was determined by comparing the fair value of the impacted
right-of-use assets to the carrying value of the assets as of the
impairment measurement date. The fair value of the right-of-use
assets was based on the estimated sublease income for the space
taking into consideration the time period it will take to obtain a
subtenant, the applicable discount rate, and the sublease rate. For
the three months ended March 31, 2022, the Company wrote off an
immaterial amount of leasehold improvements and other property and
equipment related to these locations. The Company did not record
any lease-related impairment charges for the three months ended
March 31, 2021. The measurement of the right-of-use asset
impairments, using the assumptions described, is a Level 3 fair
value measurement. See Note 10 - Fair Value Measurements for a
description of Level 3 inputs.
The table below presents the lease-related assets and liabilities
included on the condensed consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
Classification on Condensed Consolidated Balance
Sheets: |
March 31, 2022 |
|
December 31, 2021 |
|
(amounts in thousands) |
Operating lease right-of-use assets |
$ |
5,447 |
|
|
$ |
7,488 |
|
Operating lease liabilities - current |
$ |
4,026 |
|
|
$ |
4,090 |
|
Operating lease liabilities - non-current |
$ |
9,704 |
|
|
$ |
10,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
Weighted-average remaining lease term |
3.2 years |
|
3.4 years |
Weighted average discount rate |
6.41 |
% |
|
6.39 |
% |
The table below reconciles the undiscounted cash flows for each of,
and total of, the remaining years to the operating lease
liabilities (which do not include short-term leases) recorded on
the condensed consolidated balance sheets as of March 31,
2022:
|
|
|
|
|
|
|
(amounts in thousands) |
Years
Ending December 31: |
|
2022 |
$ |
3,499 |
|
2023 |
4,998 |
|
2024 |
3,956 |
|
2025 |
2,759 |
|
|
|
Total minimum lease payments |
15,212 |
|
Less: amount of lease payments representing interest |
(1,482) |
|
Present value of future minimum lease payments |
13,730 |
|
Less: operating lease liabilities - current |
(4,026) |
|
Operating lease liabilities - non-current |
$ |
9,704 |
|
Other Information
The table below provides information regarding supplemental cash
flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, |
|
2022 |
|
2021 |
|
(amounts in thousands) |
Supplemental Cash Flow Information: |
|
|
|
Cash paid for amounts included in the measurement of operating
lease liabilities |
$ |
1,383 |
|
|
$ |
1,637 |
|
Right-of-use assets acquired under operating lease |
$ |
— |
|
|
$ |
— |
|
The components of lease expense are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
(amounts in thousands) |
Amounts Included in Condensed Consolidated Statements of
Operations: |
|
|
|
|
|
Operating lease expense |
$ |
802 |
|
|
$ |
914 |
|
|
|
Short-term lease expense |
$ |
1,144 |
|
|
$ |
849 |
|
|
|
Variable and other lease costs |
$ |
757 |
|
|
$ |
468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease expense, short-term lease expense, and variable and
other lease costs are included in selling, general and
administrative expenses, direct operating expenses, and
restructuring costs in the condensed consolidated statements of
operations, depending on the nature of the leased asset. Operating
lease expense is reported net of sublease income, which is not
material.
As of March 31, 2022, the Company does not have any material
operating leases which have not yet commenced. The Company has an
immaterial
amount of finance lease contracts related to other equipment
rentals which are not included in the above
disclosures.
10. FAIR VALUE MEASUREMENTS
Fair value is defined 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. A fair value hierarchy was established which
requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value.
There are 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:
The Company’s financial assets/liabilities required to be measured
on a recurring basis were its: (i) deferred compensation asset
included in other non-current assets; and (ii) deferred
compensation liability included in other long-term liabilities on
its condensed consolidated balance sheets.
Deferred compensation—The
Company utilizes Level 1 inputs to value its deferred compensation
assets and liabilities. The Company’s deferred compensation assets
and liabilities are measured using publicly available indices, as
per the plan documents.
The estimated fair value of the Company’s financial assets and
liabilities measured on a recurring basis is as
follows:
Fair Value Measurements
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
|
(amounts in thousands) |
Financial Assets: |
|
|
|
(Level 1) |
|
|
|
Deferred compensation asset |
$ |
1,305 |
|
|
$ |
1,398 |
|
Financial Liabilities: |
|
(Level 1) |
|
|
|
Deferred compensation liability |
$ |
2,450 |
|
|
$ |
2,457 |
|
|
|
|
|
|
|
|
|
Items Measured at Fair Value on a Non-Recurring Basis:
The Company's non-financial assets, such as goodwill, trade names,
other intangible assets, right-of-use assets, and property and
equipment, are measured at fair value when there is an indicator of
impairment and are recorded at fair value only when an impairment
charge is recognized.
The three months ended March 31, 2022 included impairment charges
to right-of-use assets along with related property and equipment in
connection with leases that were vacated. Accordingly, as of March
31, 2022, these assets were recorded at fair value using Level 3
inputs. See Note 9 - Leases for more information about these fair
value measurements.
Other Fair Value Disclosures:
Financial instruments not measured or recorded at fair value in the
condensed consolidated balance sheets consist of cash and cash
equivalents, accounts receivable, and accounts payable and accrued
expenses. The estimated fair value of accounts receivable and
accounts payable and accrued expenses approximate their
carrying amount due to the short-term nature of these instruments.
Other financial instruments not measured or recorded at fair value
include: (i) note payable, (ii) ABL, (iii) term loan, and (iv) and
(v) earnout liabilities, as discussed below.
(i) The Company paid the third and final installment on its note
payable in the first quarter of 2022. Due to its relatively
short-term nature, the carrying value of the note payable
approximated its fair value. (ii) The carrying amount of the
Company's ABL approximates fair value because the interest rates
are variable and reflective of market rates. (iii) The estimated
fair value of the Company's term loan was calculated applying an
interest rate lattice model using Level 2 inputs from available
market information. (iv) Potential earnout payments related to the
WSG acquisition are contingent upon meeting certain performance
requirements based on 2021 through 2023 performance. The Company
performed an analysis using multiple forecasted scenarios to
determine the fair value of the earnout liability. The earnout
liability's carrying amount approximates fair value and is included
in current portion of earnout liability and non-current earnout
liability on the condensed consolidated balance sheets. (v)
Potential earnout payments related to the Selected acquisition are
contingent upon meeting certain performance requirements based on
2022 and 2023 revenues. The earnout liability's carrying amount
approximates fair value and is included in current portion of
earnout liability and non-current earnout liability on the
condensed consolidated balance sheets.
The carrying amounts and estimated fair value of the Company’s
significant financial instruments that were not measured at fair
value are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
|
|
|
(amounts in thousands) |
|
|
Financial Liabilities: |
|
|
|
|
|
|
|
(Level 2) |
|
|
|
|
|
|
|
Note Payable |
$ |
— |
|
|
$ |
— |
|
|
$ |
2,426 |
|
|
$ |
2,426 |
|
Senior Secured Asset-Based Loan |
$ |
51,501 |
|
|
$ |
51,501 |
|
|
$ |
9,200 |
|
|
$ |
9,200 |
|
Term Loan, net |
$ |
173,875 |
|
|
$ |
174,387 |
|
|
$ |
174,312 |
|
|
$ |
174,845 |
|
Earnout Liability (WSG) |
$ |
15,000 |
|
|
$ |
15,000 |
|
|
$ |
15,000 |
|
|
$ |
15,000 |
|
Earnout Liability (Selected) |
$ |
1,500 |
|
|
$ |
1,500 |
|
|
$ |
1,500 |
|
|
$ |
1,500 |
|
|
|
|
|
|
|
|
|
Concentration of Credit Risk:
See discussion of credit losses and allowance for doubtful accounts
in Note 2 - Summary of Significant Accounting Policies.
Overall, based on the large number of customers in differing
geographic areas, primarily throughout the United States and its
territories, the Company believes the concentration of credit risk
is limited.
11. STOCKHOLDERS’
EQUITY
Stock Repurchase Program
During the three months ended March 31, 2022 and 2021, the Company
did not repurchase any shares of its common stock. As of
March 31, 2022, the Company has 510,004 shares of common stock
under the current share repurchase program available to repurchase,
subject to certain conditions in the Company's Loan Agreement and
Term Loan Agreement.
Share-Based Payments
On May 19, 2020, the Company's stockholders approved the Cross
Country Healthcare, Inc. 2020 Omnibus Incentive Plan (2020 Plan),
which replaced the 2017 Omnibus Incentive Plan (2017 Plan), and
applies to awards granted after May 19, 2020.
The remaining shares available for grant under the 2017 Plan were
cancelled and no further awards will be granted under that plan.
The 2020 Plan generally mirrors the terms of the 2017 Plan and
includes the following provisions: (i) an aggregate share reserve
of 3,000,000 shares; (2) annual dollar and share limits of awards
granted to employees and consultants, as well as non-employee
directors, based on type of award; (3) awards granted generally
will be subject to a minimum one-year vesting schedule; and (4)
awards may be granted under the 2020 Plan until March 24,
2030.
The following table summarizes restricted stock awards and
performance stock awards activity issued under the 2017 Plan and
the 2020 Plan (Plans) for the three months ended March 31,
2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2022 |
1,039,455 |
|
|
$ |
9.75 |
|
|
522,166 |
|
|
$ |
8.64 |
|
Granted |
215,006 |
|
|
$ |
21.67 |
|
|
154,952 |
|
|
$ |
18.99 |
|
Vested |
(481,231) |
|
|
$ |
8.30 |
|
|
(170,278) |
|
|
$ |
7.03 |
|
Forfeited |
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
Unvested restricted stock awards, March 31, 2022 |
773,230 |
|
|
$ |
13.97 |
|
|
506,840 |
|
|
$ |
12.34 |
|
Restricted stock awards granted under the Company’s Plans entitle
the holder to receive, at the end of a vesting period, a specified
number of shares of the Company’s common stock. Share-based
compensation expense is measured by the market value of the
Company’s stock on the date of grant.
Awards granted to non-employee directors under the 2017 Plan, prior
to the adoption of the 2020 Plan, vest in three equal installments
on the first, second and third anniversaries of the grant date,
while restricted shares granted under the 2020 Plan on and
subsequent to June 2020 will vest on the first anniversary of such
grant date,
or earlier subject to retirement eligibility.
In addition, effective in the three months ended June 30, 2020, the
Company implemented modified guidelines that provide for
accelerated vesting of restricted stock grants on the last date of
service when a retirement-eligible director retires.
Pursuant to the Plans, the number of target shares that are issued
for performance-based stock awards are determined based on the
level of attainment of the targets. During the first quarter of
2022, the Company's Compensation Committee of the Board of
Directors approved a 120% level of attainment for the 2019
performance-based share awards, resulting in the issuance of
170,278 performance shares that vested on March 31,
2022.
During the three months ended March 31, 2022, $1.6 million was
included in selling, general and administrative expenses related to
share-based payments, and a net of 419,500 shares of common stock
were issued upon the vesting of restricted and performance
stock.
During the three months ended March 31, 2021, $1.3 million was
included in selling, general and administrative expenses related to
share-based payments, and a net of 317,605 shares of common stock
were issued upon the vesting of restricted stock.
12. SEGMENT DATA
The Company’s segments offer services to its customers as described
below:
● Nurse
and Allied Staffing
– Nurse and Allied Staffing provides traditional staffing,
recruiting, and value-added total talent solutions including:
temporary and permanent placement of travel and local nurse and
allied professionals, managed services programs (MSP) services,
education healthcare services, in-home care services, and
outsourcing services. In addition, Nurse and Allied Staffing
provides retained search services for healthcare professionals, as
well as contingent search and recruitment process outsourcing
services. Its clients include: public and private acute-care and
non-acute care hospitals, government facilities, local and national
healthcare plans, managed care providers, public schools and
charter schools, outpatient clinics, ambulatory care facilities,
physician practice groups, and many other healthcare providers
throughout the United States.
● Physician
Staffing
– Physician Staffing provides physicians in many specialties, as
well as certified registered nurse anesthetists, nurse
practitioners, and physician assistants as independent contractors
on temporary assignments
throughout the United States at various healthcare facilities, such
as acute and non-acute care facilities, medical group practices,
government facilities, and managed care organizations.
The Company evaluates performance of each segment primarily based
on revenue and contribution income. The Company defines
contribution income as income (loss) from operations before
depreciation and amortization, acquisition and integration-related
costs, restructuring costs, legal settlement charges, impairment
charges, and corporate overhead. The Company does not evaluate,
manage, or measure performance of segments using asset information;
accordingly, total 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 from operations for the periods indicated are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
|
(amounts in thousands) |
Revenue from services: |
|
|
|
|
|
|
|
Nurse and Allied Staffing |
$ |
765,580 |
|
|
$ |
313,008 |
|
|
|
|
|
Physician Staffing |
23,152 |
|
|
16,233 |
|
|
|
|
|
|
$ |
788,732 |
|
|
$ |
329,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution income: |
|
|
|
|
|
|
|
Nurse and Allied Staffing |
$ |
110,101 |
|
|
$ |
37,417 |
|
|
|
|
|
Physician Staffing |
1,765 |
|
|
1,428 |
|
|
|
|
|
|
111,866 |
|
|
38,845 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate overhead
(a)
|
16,254 |
|
|
14,211 |
|
|
|
|
|
Depreciation and amortization |
2,719 |
|
|
2,253 |
|
|
|
|
|
Acquisition and integration-related costs |
40 |
|
|
— |
|
|
|
|
|
Restructuring costs |
480 |
|
|
1,238 |
|
|
|
|
|
Impairment charges |
1,741 |
|
|
149 |
|
|
|
|
|
Income from operations |
$ |
90,632 |
|
|
$ |
20,994 |
|
|
|
|
|
_______________
(a) Corporate overhead includes unallocated executive leadership
and other centralized corporate functional support costs such as
finance, IT, legal, human resources, and marketing, as well as
public company expenses and corporate-wide projects
(initiatives).
13. CONTINGENCIES
Legal Proceedings
From time to time, the Company is involved in various litigation,
claims, investigations, and other proceedings that arise in the
ordinary course of its business. These matters primarily relate to
employee-related matters that include individual and collective
claims, professional liability, tax, and payroll practices. The
Company establishes reserves when available information indicates
that a loss is probable and an amount or range of loss can be
reasonably estimated. These assessments are performed at least
quarterly and are based on the information available to management
at the time and involve significant management judgment to
determine the probability and estimated amount of potential losses,
if any. Based on the available information considered in its
reviews, the Company adjusts its loss contingency accruals and its
disclosures as may be required. Actual outcomes or losses may
differ materially from those estimated by the Company's current
assessments, including available insurance recoveries, which would
impact the Company's profitability. Adverse developments in
existing litigation claims or legal proceedings involving the
Company or new claims could require management to establish or
increase litigation reserves or enter into unfavorable settlements
or satisfy judgments for monetary damages for amounts in excess of
current reserves, which could adversely affect the Company's
financial results. The Company believes the outcome of any
outstanding loss contingencies as of March 31, 2022 will not have a
material adverse effect on its business, financial condition,
results of operations, or cash flows.
Sales and 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 in the Company's condensed consolidated
statements of operations and the liability is reflected in sales
tax payable within other current liabilities in its condensed
consolidated balance sheets.
14. INCOME TAXES
For the three-month period ended March 31, 2022, the Company
calculated its effective tax rate estimating its annual effective
tax rate as opposed to the quarter ended March 31, 2021, whereby
the Company calculated its effective tax rate based on year-to-date
results. The Company’s effective tax rate for the three months
ended March 31, 2022 and 2021 was 28.9% and 4.5%, respectively,
including the impact of discrete items. Excluding discrete items,
the Company's effective tax rate for the three months ended March
31, 2022 and 2021 was 30.0% and 4.5%, respectively. The effective
tax rate for the first quarter of 2022 was primarily impacted by
federal and state taxes. Income tax expense for the three months
ended March 31, 2021 was primarily impacted by international and
state taxes as a result of the Company's valuation allowance on
substantially all of its domestic deferred tax assets.
During the fourth quarter of 2021, the Company concluded that it
was more likely than not that a benefit from a substantial portion
of its United States federal and state deferred tax assets would be
realized and released the majority of its valuation
allowance.
As of March 31, 2022 and December 31, 2021, the Company had an
immaterial amount of valuation allowance on its deferred tax assets
related to state net operating losses not expected to be realized
before expiration.
As of March 31, 2022, the Company had approximately $9.2
million of unrecognized tax benefits included in other long-term
liabilities, $9.4 million, net of deferred taxes, which would
impact the effective tax rate if recognized. During the three
months ended March 31, 2022, the Company had net increases of
$0.3 million to its current year unrecognized tax benefits
related to federal and state tax provisions.
The tax years 2012 through 2021 remain open to examination by
certain taxing jurisdictions to which the Company is subject to
tax, other than certain states in which the statute of limitations
has been extended.
15. RELATED PARTY TRANSACTIONS
The Company has entered into an arrangement for digital marketing
services provided by a firm that is related to Mr. Clark, the
Company's Co-Founder & Chief Executive Officer through March
31, 2022. Mr. Clark is a minority shareholder in the firm's parent
company and is a member of the parent company's Board of Directors.
Management believes the terms of the arrangement are equivalent to
those prevailing in an arm's-length transaction and have been
approved by the Company through its related party process. The
digital marketing firm manages a limited number of digital
publishers covering various Company brands for a monthly management
fee. During the three months ended March 31, 2022 and 2021, the
Company incurred an immaterial amount in expenses. The Company had
an immaterial payable balance at March 31, 2022 and December 31,
2021.
The Company provides services to entities which are affiliated with
certain members of the Company’s Board of Directors. Management
believes the services were conducted on terms equivalent to those
prevailing in an arm's-length transaction. Revenue related to these
transactions was immaterial for the three months ended March 31,
2022. The Company had no revenue related to these transactions for
the three months ended March 31, 2021. Accounts receivable due from
these entities was an immaterial amount at March 31, 2022 and
December 31, 2021.
As a result of the WSG acquisition on June 8, 2021, the Company
continues to rent WSG's headquarters. The Chief Executive Officer
and Founder of WSG, and currently a business unit president with
the Company, is an agent of the lessor. The lease term is from
January 1, 2020 through December 31, 2024. The Company paid an
immaterial amount in rent expense for these premises for the three
months ended March 31, 2022, and had an immaterial payable balance
at March 31, 2022 and no payable balance at December 31,
2021.
In the first quarter of 2020, the Company entered into a note
payable of $7.3 million related to contingent consideration
assumed as part of a prior period acquisition, payable in three
equal installments. The payees of the note are controlled by an
employee of the sellers who remained with the Company. The third
and final installment of $2.6 million, including interest, was
paid in the first quarter of 2022.
16. RECENT ACCOUNTING
PRONOUNCEMENTS
On October 28, 2021, the FASB issued ASU No. 2021-08,
Business Combinations (Topic 805): Accounting for Contract Assets
and Contract Liabilities from Contracts with
Customers,
which requires contract assets and contract liabilities such as
deferred revenue acquired in a business combination to be
recognized and measured by the acquirer on the acquisition date in
accordance with ASC 606, Revenue from Contracts with Customers.
Generally, this amendment will result in the acquirer recognizing
contract assets and contract liabilities at the same amounts
recorded by the acquiree. Historically such amounts were recognized
by the acquirer at fair value in acquisition accounting. This
guidance is effective for fiscal years beginning after December 15,
2022, including interim periods within those fiscal years. The
amendments should be applied prospectively to business combinations
occurring on or after the effective date of the amendments. Early
adoption is permitted, including adoption in an interim period. The
Company is currently in the process of evaluating this standard and
expects to adopt this standard in its first quarter of
2023.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of the following Management’s Discussion and Analysis
(MD&A) is to help facilitate the understanding of significant
factors influencing the quarterly operating results, financial
condition, and cash flows of the Company. Additionally, MD&A
also conveys our current expectations of the potential impact of
known trends, events, or uncertainties that may impact future
results. MD&A is provided as a supplement to, and should be
read in conjunction with, our 2021 Form 10-K (including Part I,
Item 1A, "Risk Factors"), our financial statements and the
accompanying notes to our financial statements, as well as the Risk
Factors contained herein.
Business Overview
We provide total talent management services, including strategic
workforce solutions, contingent staffing, permanent placement, and
consultative services for healthcare customers across the continuum
of care, by recruiting and placing highly qualified healthcare
professionals in virtually every specialty and area of expertise.
In addition to clinical roles such as school nurses, speech
language, and behavioral therapists, we place non-clinical
professionals such as teachers, substitute teachers, and other
education specialties at educational facilities across the nation.
Our diverse customer base includes both public and private acute
care and non-acute care hospitals, outpatient clinics, ambulatory
care facilities, single- and multi-specialty physician practices,
rehabilitation facilities, Program of All-Inclusive Care for the
Elderly (PACE) programs, urgent care centers, local
and national healthcare systems, managed care providers, public and
charter schools, correctional facilities, government facilities,
pharmacies, and many other healthcare providers. Through our
national staffing teams, we offer our workforce solutions and place
clinicians on travel and per diem assignments, local short-term
contracts, and permanent positions.
Our workforce solutions include managed service programs (MSPs),
recruitment process outsourcing (RPO), project management, and
other outsourcing and consultative services as described in Item
1.
“Business”
in our 2021 Form 10-K. By utilizing the solutions we offer,
customers are able to better plan their personnel needs, optimize
their talent acquisition and management processes, strategically
flex and balance their workforce, have access to quality healthcare
personnel, and provide continuity of care for improved patient
outcomes. We have a history of investing in diversity, equality,
and inclusion as a key component of the organization’s overall
corporate social responsibility program, closely aligned with our
core values to create a better future for our people, communities,
and our stockholders.
The operating results of our business segments are regularly
reviewed by the chief operating decision maker.
● Nurse
and Allied Staffing
– Nurse and Allied Staffing represented approximately 97% of our
total revenue in the first quarter of 2022. The Nurse and Allied
Staffing segment provides workforce solutions and traditional
staffing, including temporary and permanent placement of travel
nurses and allied professionals, as well as per diem and contract
nurses and allied personnel. We also provide clinical and
non-clinical professionals on short-term and long-term assignments
to clients such as local and national healthcare plans, managed
care providers, public and charter schools, correctional
facilities, skilled nursing facilities, and other non-acute
settings. In addition, Nurse and Allied Staffing provides retained
search services for healthcare professionals, as well as contingent
search and recruitment process outsourcing services. We provide
flexible workforce solutions to our healthcare customers through
diversified offerings designed to meet their unique needs,
including: MSP, RPO, and consulting services.
● Physician
Staffing
– Physician Staffing represented approximately 3% of our total
revenue in the first quarter of 2022. Physician Staffing provides
physicians in many specialties, as well as certified registered
nurse anesthetists, nurse practitioners, and physician assistants
as independent contractors on temporary assignments throughout the
United States.
Summary of Operations
For the quarter ended March 31, 2022, revenue from services
increased 140% year-over-year to $788.7 million, due to continued
growth in both our Nurse and Allied Staffing and our Physician
Staffing segments. The majority of this growth was driven by an
increasing number of professionals on assignment. Revenue increased
23% sequentially, with a relatively small impact coming from bill
rates. As a result of our investment in people and technology, we
expanded the number of professionals on assignment, with a majority
due solely to organic growth, thereby significantly improving our
operating leverage. Throughout the pandemic, we worked
collaboratively with clients on adjusting bill rates in order to
adapt to the rapidly changing market conditions. Net income
attributable to common stockholders in the first quarter of 2022
was $62.0 million, as compared to $19.4 million in the prior
year.
For the second quarter of 2022, average travel bill rates are
anticipated to experience a low double-digit decline sequentially.
While demand has retreated from the peak of the first quarter, the
growing supply and demand imbalance is still supporting higher
rates. We expect continued sequential growth in headcount and
professionals on assignment across all lines of business. Looking
beyond the second quarter, we anticipate further market share gains
despite potential headwinds from changing bill rates or demand from
certain specialties. We remain committed to investing in our people
and our tech enabled digital platform by doubling our IT project
budget for 2022, versus 2021.
On March 21, 2022, we amended the ABL Credit Agreement (Loan
Agreement) (Fifth Amendment), which increased the current aggregate
committed size of the ABL from $150.0 million to $300.0 million and
extended the credit facility for an additional five
years.
For the three months ended March 31, 2022, cash flow used in
operating activities was $29.0 million, with net borrowings of
$42.3 million on our senior-secured asset-based credit facility
(ABL), and an increase in working capital stemming from the strong
sequential growth in our business. As of March 31, 2022, we had
$1.2 million of cash and cash equivalents, with a principal balance
of $173.9 million outstanding on our term loan. Borrowing base
availability under the ABL was $300.0 million, with $51.5 million
of borrowings drawn under our ABL, and $17.5 million of undrawn
letters of credit outstanding, leaving $231.0 million of excess
availability.
See Results of Operations, Segment Results, and Liquidity and
Capital Resources sections that follow for further
information.
Operating Metrics
We evaluate our financial condition by tracking operating metrics
and financial results specific to each of our segments. Key
operating metrics include hours worked, days filled, number of
contract personnel on a full-time equivalent (FTE) basis, revenue
per FTE, and revenue per day filled. Other operating metrics
include number of open orders, candidate applications, contract
bookings, length of assignment, bill and pay rates, and renewal and
fill rates, number of active searches, and number of placements.
These operating metrics are representative of trends that assist
management in evaluating business performance. Due to the timing of
our business process and other factors, certain of these operating
metrics may not necessarily correlate to the reported U.S. GAAP
results for the periods presented. Some of the segment financial
results analyzed include revenue, operating expenses, and
contribution income. In addition, we monitor cash flow, as well as
operating and leverage ratios, to help us assess our liquidity
needs.
|
|
|
|
|
|
Business Segment |
Business Measurement |
Nurse and Allied Staffing |
FTEs represent the average number of Nurse and Allied Staffing
contract personnel on a full-time equivalent basis. |
|
Average revenue per FTE per day is calculated by dividing the Nurse
and Allied Staffing revenue, excluding permanent placement, per FTE
by the number of days worked in the respective periods. |
Physician Staffing |
Days filled is calculated by dividing the total hours invoiced
during the period, including an estimate for the impact of accrued
revenue, by eight hours. |
|
Revenue per day filled is calculated by dividing revenue as
reported by days filled for the period presented. |
Results of Operations
The following table summarizes, for the periods indicated, selected
condensed consolidated statements of operations data expressed as
a percentage of revenue. Our historical results of operations
are not necessarily indicative of future operating
results.
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Three Months Ended |
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March 31, |
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2022 |
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2021 |
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Revenue from services |
100.0 |
% |
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100.0 |
% |
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Direct operating expenses |
77.8 |
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78.3 |
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Selling, general and administrative expenses |
9.7 |
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14.1 |
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Bad debt expense |
0.3 |
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0.1 |
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Depreciation and amortization |
0.4 |
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0.7 |
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Restructuring costs |
0.1 |
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0.4 |
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Impairment charges |
0.2 |
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— |
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Income from operations |
11.5 |
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6.4 |
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Interest expense |
0.4 |
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0.2 |
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Income before income taxes |
11.1 |
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6.2 |
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Income tax expense |
3.2 |
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0.3 |
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Net income attributable to common stockholders |
7.9 |
% |
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5.9 |
% |
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Comparison of Results for the Three Months Ended March 31, 2022
compared to the Three Months Ended March 31, 2021
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Three Months Ended March 31, |
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Increase (Decrease) |
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Increase (Decrease) |
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2022 |
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2021 |
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$ |
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% |
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(Amounts in thousands) |
Revenue from services |
$ |
788,732 |
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$ |
329,241 |
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$ |
459,491 |
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139.6 |
% |
Direct operating expenses |
613,938 |
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257,776 |
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356,162 |
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138.2 |
% |
Selling, general and administrative expenses |
76,813 |
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46,327 |
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30,486 |
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65.8 |
% |
Bad debt expense |
2,369 |
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504 |
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1,865 |
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370.0 |
% |
Depreciation and amortization |
2,719 |
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2,253 |
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466 |
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20.7 |
% |
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Acquisition and integration-related costs |
40 |
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— |
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40 |
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100.0 |
% |
Restructuring costs |
480 |
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1,238 |
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(758) |
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(61.2) |
% |
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Impairment charges |
1,741 |
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149 |
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1,592 |
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NM |
Income from operations |
90,632 |
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20,994 |
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69,638 |
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331.7 |
% |
Interest expense |
3,521 |
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671 |
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2,850 |
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424.7 |
% |
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Other income, net |
(8) |
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(37) |
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29 |
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78.4 |
% |
Income before income taxes |
87,119 |
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20,360 |
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66,759 |
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327.9 |
% |
Income tax expense |
25,136 |
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912 |
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24,224 |
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NM |
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Net income attributable to common stockholders |
$ |
61,983 |
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$ |
19,448 |
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$ |
42,535 |
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218.7 |
% |
NM - Not meaningful
Revenue from services
Revenue from services increased 139.6% to $788.7 million for the
three months ended March 31, 2022, as compared to $329.2
million for the three months ended March 31, 2021, due to
strong performance in both our Nurse and Allied and Physician
Staffing segments, both resulting from an increase in volume, and
higher bill rates in Nurse and Allied. The increase in bill rates
is a result of the continued high level of demand for our services
due to the overall tight supply for clinicians and
professionals.
See further discussion in Segment Results.
Direct operating expenses
Direct operating expenses are comprised primarily of field employee
compensation and independent contractor expenses, housing expenses,
travel expenses, and related insurance expenses. Direct operating
expenses increased $356.2 million, or 138.2%, to $613.9 million for
the three months ended March 31, 2022, as compared to $257.8
million for the three months ended March 31, 2021, as a result
of revenue increases. As a percentage of total revenue, direct
operating expenses decreased to 77.8% compared to 78.3% in the
prior year period.
Selling, general and administrative expenses
Selling, general and administrative expenses increased 65.8% to
$76.8 million for the three months ended March 31, 2022, as
compared to $46.3 million for the three months ended March 31,
2021, primarily
due to increases in compensation and benefit expense, as well as
marketing and consulting expense and computer subscription fees,
partially offset by decreases in legal expenses. As
a percentage of total revenue, selling, general and
administrative expenses decreased to 9.7% for the three months
ended March 31, 2022, as compared to 14.1% for the three
months ended March 31, 2021.
Depreciation and amortization expense
Depreciation and amortization expense for the three months
ended March 31, 2022 was $2.7 million, as compared to $2.3
million for the three months ended March 31, 2021. The
increase is primarily due to the additional amortization of other
intangible assets from the Workforce Solutions Group (WSG)
acquisition. See Note 7 - Goodwill, Trade Names, and Other
Intangible Assets to our condensed consolidated financial
statements. As a percentage of revenue, depreciation and
amortization expense was 0.4% for the three months ended
March 31, 2022 and 0.7% for the three months ended
March 31, 2021.
Restructuring costs
Restructuring costs for the three months ended March 31, 2022
were primarily comprised of ongoing lease costs related to the
Company's strategic reduction of its real estate footprint and
totaled $0.5 million. Restructuring costs for the three months
ended March 31, 2021 were primarily comprised of employee
termination costs and ongoing lease costs related to office
closures.
Impairment charges
Non-cash impairment charges totaled $1.7 million for the three
months ended March 31, 2022 and related to real estate
restructuring activities. For the three months ended March 31,
2021, non-cash impairment charges related to the write-off of a
discontinued software development project. See Note 7 - Goodwill,
Trade Names, and Other Intangible Assets and Note 9 - Leases to our
condensed consolidated financial statements.
Interest expense
Interest expense was
$3.5 million for the three months ended March 31, 2022, as
compared to $0.7 million for the three months ended March 31,
2021, due to higher average borrowings and a higher effective
interest rate. The effective interest rate on our borrowings was
6.4% and 2.9% for the three months ended March 31, 2022 and
2021, respectively.
Income tax expense
Income tax expense totaled $25.1 million for the three months ended
March 31, 2022, compared to $0.9 million for the three months
ended March 31, 2021. The effective tax rate for the first
quarter of 2022 was primarily impacted by federal and state taxes.
Income tax expense for the three months ended March 31, 2021 was
primarily impacted by international and state taxes as a result of
the valuation allowance on substantially all of our domestic
deferred tax assets. See Note 14 - Income Taxes to our condensed
consolidated financial statements.
Segment Results
Information on operating segments and a reconciliation to income
from operations for the periods indicated are as
follows:
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Three Months Ended |
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March 31, |
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2022 |
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2021 |
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(amounts in thousands) |
Revenue from services: |
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Nurse and Allied Staffing |
$ |
765,580 |
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$ |
313,008 |
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Physician Staffing |
23,152 |
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16,233 |
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$ |
788,732 |
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$ |
329,241 |
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Contribution income: |
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Nurse and Allied Staffing |
$ |
110,101 |
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$ |
37,417 |
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Physician Staffing |
1,765 |
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1,428 |
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111,866 |
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38,845 |
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Corporate overhead |
16,254 |
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14,211 |
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Depreciation and amortization |
2,719 |
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2,253 |
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Acquisition and integration-related costs |
40 |
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— |
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Restructuring costs |
480 |
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1,238 |
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Impairment charges |
1,741 |
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149 |
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Income from operations |
$ |
90,632 |
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$ |
20,994 |
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See Note 12 - Segment Data to our condensed consolidated financial
statements.
Certain statistical data for our business segments for the periods
indicated are as follows:
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Three Months Ended |
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March 31, |
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March 31, |
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Percent |
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2022 |
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2021 |
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Change |
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Change |
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Nurse and Allied Staffing statistical data: |
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FTEs |
13,454 |
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6,614 |
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6,840 |
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103.4 |
% |
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Average Nurse and Allied Staffing revenue per FTE per
day |
$ |
628 |
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$ |
522 |
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106 |
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20.3 |
% |
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Physician Staffing statistical data: |
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Days filled |
13,068 |
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9,469 |
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3,599 |
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38.0 |
% |
Revenue per day filled |
$ |
1,772 |
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$ |
1,714 |
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58 |
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3.4 |
% |
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See definition of Business Measurements under the Operating Metrics
section of our MD&A.
Segment Comparison - Three Months Ended March 31, 2022 compared to
the Three Months Ended March 31, 2021
Nurse and Allied Staffing
Revenue increased $452.6 million, or 144.6%, to $765.6 million for
the three months ended March 31, 2022, compared to $313.0
million for the three months ended March 31, 2021, through
strong performance driven by volume increases and higher bill
rates.
Contribution income increased $72.7 million, or 194.3%, to $110.1
million for the three months ended March 31, 2022, compared to
$37.4 million for the three months ended March 31, 2021,
driven by increased revenue. As a percentage of segment
revenue, contribution income margin was 14.4% for the three months
ended March 31, 2022, compared to 12.0% for the three months
ended March 31, 2021.
The average number of FTEs on contract during the three months
ended March 31, 2022 increased 103.4% from the three months
ended March 31, 2021, primarily due to headcount growth in
travel nurse and allied, as well as additional headcount resulting
from the WSG acquisition. The average revenue per FTE per day
increased 20.3%, due to the increase in the average bill
rates.
Physician Staffing
Revenue increased $7.0 million, or 42.6%, to $23.2 million for the
three months ended March 31, 2022, compared to $16.2 million
for the three months ended March 31, 2021, primarily due to an
increase in volume in both primary care physicians and certified
registered nurse anesthetists.
Contribution income was $1.8 million for the three months ended
March 31, 2022, compared to $1.4 million for the three months
ended March 31, 2021. As a percentage of segment revenue,
contribution income was 7.6% for the three months ended
March 31, 2022, compared to 8.8% for the three months ended
March 31, 2021, driven by higher revenue, partially offset by
higher direct costs.
Total days filled for the three months ended March 31, 2022 were
13,068, as compared with 9,469 in the prior year. Revenue per day
filled was $1,772 as compared with $1,714 in the prior year due to
a shift in the mix of business.
Corporate Overhead
Corporate overhead includes unallocated executive leadership and
other centralized corporate functional support costs such as
finance, IT, legal, human resources, and marketing, as well as
public company expenses and corporate-wide projects. Corporate
overhead increased to $16.3 million for the three months ended
March 31, 2022, from $14.2 million for the three months ended March
31, 2021, primarily
due to increases in compensation and benefit expense, as well as
equity compensation expense, and IT and consulting expense,
partially offset by decreases in legal and accounting
expense.
As a percentage of consolidated revenue, corporate overhead was
2.1% for the three months ended March 31, 2022 and 4.3% for the
three months ended March 31, 2021.
Transactions with Related Parties
See Note 15 - Related Party Transactions to our condensed
consolidated financial statements.
Liquidity and Capital Resources
At March 31, 2022, we reported $1.2 million in cash and cash
equivalents, $173.9 million of term loan outstanding, at par, and
$51.5 million of borrowings drawn under our ABL. Working capital
increased by $100.6 million to $409.1 million as of March 31,
2022, compared to $308.5 million as of December 31, 2021,
primarily due to strong sequential growth, partially offset by the
timing of disbursements. As of March 31, 2022, our days' sales
outstanding, net of amounts owed to subcontractors, was 62 days,
up
6 days year-over-year and 4 days since the beginning of the current
year, primarily due to the timing of revenue recognized throughout
the quarter given the monthly sequential growth through the first
quarter.
As of March 31, 2022, we do not have any off-balance sheet
arrangements.
Our operating cash flow constitutes our primary source of liquidity
and, historically, has been sufficient to fund our working capital,
capital expenditures, internal business expansion, and debt
service. This includes our commitments, both short-term and
long-term, of interest expense on our debt and operating lease
commitments, as well as any settlements on uncertain tax positions,
and future principal payments on our term loan and our ABL credit
facility. We expect to meet our future needs from a
combination of cash on hand, operating cash flows, and funds
available through the ABL. See debt discussion which
follows.
We have an effective “shelf” registration statement on Form S-3 on
file with the SEC that enables us, in one or more offerings, to
sell up to an aggregate of 5,000,000 shares of common stock.
Although we do not have any current plans to use the shelf
registration statement, the proceeds from any offering could be
used for working capital and other general corporate purposes, or
to fund acquisitions of businesses, products, and
technologies.
Net cash used in operating activities was $29.0 million in the
three months ended March 31, 2022, compared to $24.9 million
in the three months ended March 31, 2021,
primarily due to the investment in net working capital associated
with the continued revenue growth in our business, which resulted
in a $186.7 million increase in receivables since the start of the
year.
Net cash used in investing activities was $2.1 million in the three
months ended March 31, 2022, compared to $1.2 million in the
three months ended March 31, 2021. Net cash used in both
periods was for capital expenditures, primarily related to multiple
IT projects. Expenditures in the three months ended March 31, 2022
also included computer replacements, and in the three months ended
March 31, 2021 also included the build-out of our corporate
office.
Net cash provided by financing activities during the three months
ended March 31, 2022 was $31.3 million, compared to $38.0
million during the three months ended March 31, 2021. During
the three months ended March 31, 2022, we reported net borrowings
of $41.9 million on our debt, and used cash to pay $2.4 million on
our note payable, $5.0 million for income taxes on share-based
compensation, $3.1 million in debt issuance costs, and an
immaterial amount for other financing activities. During the three
months ended March 31, 2021, we reported net borrowings of $42.6
million on our ABL, and used cash to pay $2.4 million on our note
payable, $2.0 million for income taxes on share-based compensation,
and an immaterial amount for other financing
activities.
Debt
2021 Term Loan Credit Agreement
As more fully described in Note 8 - Debt to our condensed
consolidated financial statements, on June 8, 2021, we entered into
a Term Loan Credit Agreement (Term Loan Agreement), which provides
for a six-year second lien subordinated term loan in the amount of
$100.0 million (term loan). The term loan has an interest rate
of one-month LIBOR plus 5.75% per annum, subject to a 0.75% LIBOR
floor. The term loan was used to pay the cash consideration, as
well as any costs, fees, and expenses in connection with the WSG
acquisition (see Note 4 - Acquisitions to our condensed
consolidated financial statements), with the remainder used to pay
down a portion of the asset-based credit facility.
The borrowings under the Term Loan Agreement generally bear
interest at a variable rate based on either LIBOR or Base Rate (as
defined in the Term Loan Agreement) and are subject to mandatory
prepayments of principal payable in quarterly installments,
commencing on September 30, 2021, with each installment being in
the aggregate principal amount of $0.3 million (subject to
adjustment as a result of prepayments) provided that, to the extent
not previously paid, the aggregate unpaid principal balance would
be due and payable on the maturity date. The Term Loan Agreement
contains various restrictions and covenants applicable to the
Company and its subsidiaries, including a covenant to maintain a
minimum net leverage ratio. The Company was in compliance with this
covenant as of March 31, 2022. Obligations under the Term Loan
Agreement are secured by substantially all the assets of the
borrowers and guarantors under the Term Loan Agreement, subject to
customary exceptions.
On November 18, 2021, we amended the Term Loan Agreement (Term Loan
First Amendment), which provided the Company an incremental term
loan in an aggregate amount equal to $75.0 million. Additionally,
the Term Loan First Amendment increased the aggregate amount of all
increases (as defined in the Term Loan Agreement) to be no greater
than $115.0 million. The borrowings will be used primarily to fund
organic growth. Commencing on December 31, 2021, installments of
the mandatory prepayments will be in the aggregate principal amount
of $0.4 million. All other terms, conditions, covenants, and
pricing of the Term Loan Agreement remain the same.
2019 Loan Agreement
Effective October 25, 2019, our prior senior credit facility
entered into in August 2017 was replaced by a $120.0 million
Loan Agreement, which provides for a five-year senior secured
revolving credit facility. On June 30, 2020, we amended the Loan
Agreement (First Amendment), which increased the current aggregate
committed size of the ABL from $120.0 million to
$130.0 million. All other terms, conditions, covenants, and
pricing of the Loan Agreement remained the same. On March 8, 2021,
we amended the Loan Agreement (Second Amendment), which increased
the current aggregate committed size of the ABL from
$130.0 million to $150.0 million, increased certain
borrowing base sub-limits, and decreased both the cash dominion
event and financial reporting triggers. On June 8, 2021, we amended
the Loan Agreement (Third Amendment), which permits the incurrence
of indebtedness and grant of security as set forth in the Loan
Agreement and in accordance with the Intercreditor Agreement, and
provides mechanics relating to a transition away from LIBOR as a
benchmark interest rate to a replacement alternative benchmark rate
or mechanism for loans made in U.S. dollars. On November 18, 2021,
we amended the Loan Agreement (Fourth Amendment), whereby the
permitted indebtedness (as defined in the Loan Agreement) was
increased to $175.0 million. On March 21, 2022, we amended the Loan
Agreement (Fifth Amendment), which increased the current aggregate
committed size of the ABL from $150.0 million to $300.0 million,
extended the credit facility for an additional five years,
increased certain borrowing base sub-limits, and provided the
option for all or a portion of the borrowings to bear interest at a
rate based on the Secured Overnight Financing Rate (SOFR) or Base
Rate, at the election of the borrowers, plus an
applicable margin.
As of March 31, 2022, the interest rate spreads and fees under the
Loan Agreement were based on SOFR plus 1.85% for the revolving
portion of the borrowing base. The Base Rate (as defined by the
Loan Agreement) margin would have been 0.75% for the revolving
portion.
The SOFR and Base Rate margins are subject to monthly pricing
adjustments, pursuant to a pricing matrix based on the Company’s
excess availability under the revolving credit facility. In
addition, the facility is subject to an unused line fee, letter of
credit fees, and an administrative fee. The Loan Agreement contains
various restrictions and covenants, including a covenant to
maintain a minimum fixed charge coverage ratio. We were in
compliance with the fixed charge coverage ratio covenant as of
March 31, 2022. Borrowing base availability under the ABL was was
$300.0 million at March 31, 2022, with $51.5 million of
borrowings drawn as well as $17.5 million of letters of credit
outstanding, leaving $231.0 million of excess
availability.
Note Payable
The third and final installment of the subordinated promissory note
payable, made in connection with the Mediscan acquisition, was paid
in the amount of $2.6 million, including interest, in the
first quarter of 2022. See Note 4 - Acquisitions to our condensed
consolidated financial statements.
See Note 8 - Debt to our condensed consolidated financial
statements.
Stockholders’ Equity
See Note 11 - Stockholders' Equity to our condensed consolidated
financial statements.
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates remain consistent
with those reported in our 2021 Form 10-K.
Recent Accounting Pronouncements
See Note 16 - Recent Accounting Pronouncements to our condensed
consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
We are exposed to variable interest rate risk associated with our
Term Loan Agreement entered into on June 8, 2021 and our Loan
Agreement entered into on October 25, 2019. These agreements charge
interest at a rate based on either SOFR, LIBOR, or Base Rate (as
defined in the agreements) plus an applicable margin.
A 1% change in interest rates would have resulted in interest
expense fluctuating approximately $0.5 million and $0.2 million for
the three months ended March 31, 2022 and 2021, respectively. See
Note 8 - Debt to our condensed consolidated financial
statements.
Refer to our 2021 Form 10-K Item 1A. Risk Factors under
"The interest rates under our Term Loan Agreement and our ABL
Credit Agreement may be impacted by the phase-out of the London
Interbank Offered Rate (LIBOR)"
for discussion of the interest rate risk related to the potential
phase-out of LIBOR in 2021.
Other Risks
There have been no material changes to our other exposures as
disclosed in our 2021 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our
“disclosure controls and procedures” (as defined in Rules 13a-15(e)
and 15d-15(e) of the Securities Exchange Act of 1934, as amended,
or the Exchange Act), as of the end of the period covered by this
report. Based upon the evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and
procedures are effective. Disclosure controls and procedures are
designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded,
processed, summarized, communicated to management, including the
Chief Executive Officer and the Chief Financial Officer, and
reported within the time periods specified in the SEC’s rules and
forms. The disclosure controls and procedures are designed to
ensure that information required to be disclosed by us in reports
required under the Exchange Act of 1934, as amended, is accumulated
and communicated to our management, including the Chief Executive
Officer and Chief Financial Officer, in order to allow timely
decisions regarding any required disclosure.
There were no changes in our internal control over financial
reporting as defined in Exchange Act Rules 13a-15(f) that
occurred during our most recently completed fiscal quarter that
have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
We have not experienced any material impact to our internal
controls over financial reporting despite the fact that most of our
employees are working remotely due to the COVID
pandemic.
PART II. – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information with respect to certain legal proceedings is included
in Part I, Item 1, Note 13 - Contingencies -
Legal Proceedings
of this Quarterly Report on Form 10-Q, and is incorporated herein
by reference.
ITEM 1A. RISK FACTORS
There are no material changes to our Risk Factors as previously
disclosed in our 2021 Form 10-K.
ITEM 6. EXHIBITS
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No. |
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Description |
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10.1 |
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*10.2 # |
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10.3 # |
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10.4 # |
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*31.1 |
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*31.2 |
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**32.1 |
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**32.2 |
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*101.INS |
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XBRL Instance Document |
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*101.SCH |
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XBRL Taxonomy Extension Schema Document |
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*101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document |
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*101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document |
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*101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document |
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*101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101) |
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# |
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Represents a management contract or compensatory plan or
arrangement |
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* |
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Filed herewith |
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** |
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Furnished herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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CROSS COUNTRY HEALTHCARE, INC. |
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Date: May 5, 2022
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By: |
/s/ William J. Burns |
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William J. Burns
Executive Vice President & Chief Financial Officer
(Principal Accounting and Financial Officer) |
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