|
Delaware
|
0-33169
|
13-4066229
|
(State or other jurisdiction of
Incorporation or organization)
|
Commission
file number
|
(I.R.S. Employer
Identification Number)
|
|
|
|
PAGE
|
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||
|
|
|
|
||
|
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|
|
||
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
10,765
|
|
|
$
|
20,630
|
|
Accounts receivable, net of allowances of $3,616 in 2017 and $3,245 in 2016
|
181,608
|
|
|
173,620
|
|
||
Prepaid expenses
|
5,142
|
|
|
6,126
|
|
||
Insurance recovery receivable
|
2,813
|
|
|
3,037
|
|
||
Other current assets
|
1,654
|
|
|
2,198
|
|
||
Total current assets
|
201,982
|
|
|
205,611
|
|
||
Property and equipment, net of accumulated depreciation of $46,386 in 2017 and $43,141 in 2016
|
14,075
|
|
|
12,818
|
|
||
Goodwill
|
123,244
|
|
|
79,648
|
|
||
Trade names
|
35,402
|
|
|
35,402
|
|
||
Other intangible assets, net
|
62,763
|
|
|
36,835
|
|
||
Other non-current assets
|
19,190
|
|
|
18,064
|
|
||
Total assets
|
$
|
456,656
|
|
|
$
|
388,378
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
55,034
|
|
|
$
|
58,837
|
|
Accrued compensation and benefits
|
32,039
|
|
|
33,243
|
|
||
Other current liabilities
|
7,146
|
|
|
5,012
|
|
||
Total current liabilities
|
94,219
|
|
|
97,092
|
|
||
Long-term debt and capital lease obligations, less current portion
|
95,331
|
|
|
84,760
|
|
||
Non-current deferred tax liabilities
|
14,763
|
|
|
13,154
|
|
||
Long-term accrued claims
|
30,695
|
|
|
28,870
|
|
||
Contingent consideration
|
4,618
|
|
|
5,301
|
|
||
Other long-term liabilities
|
7,682
|
|
|
7,399
|
|
||
Total liabilities
|
247,308
|
|
|
236,576
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
|
||
Common stock
|
4
|
|
|
3
|
|
||
Additional paid-in capital
|
304,957
|
|
|
256,570
|
|
||
Accumulated other comprehensive loss
|
(1,198
|
)
|
|
(1,241
|
)
|
||
Accumulated deficit
|
(95,061
|
)
|
|
(104,089
|
)
|
||
Total Cross Country Healthcare, Inc. stockholders' equity
|
208,702
|
|
|
151,243
|
|
||
Noncontrolling interest in subsidiary
|
646
|
|
|
559
|
|
||
Total stockholders' equity
|
209,348
|
|
|
151,802
|
|
||
Total liabilities and stockholders' equity
|
$
|
456,656
|
|
|
$
|
388,378
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenue from services
|
$
|
228,488
|
|
|
$
|
214,988
|
|
|
$
|
645,374
|
|
|
$
|
611,014
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
Direct operating expenses
|
168,008
|
|
|
156,778
|
|
|
475,091
|
|
|
446,912
|
|
||||
Selling, general and administrative expenses
|
47,346
|
|
|
45,922
|
|
|
141,182
|
|
|
133,530
|
|
||||
Bad debt expense
|
433
|
|
|
19
|
|
|
1,082
|
|
|
496
|
|
||||
Depreciation and amortization
|
2,849
|
|
|
2,092
|
|
|
7,325
|
|
|
6,969
|
|
||||
Acquisition-related contingent consideration
|
(605
|
)
|
|
237
|
|
|
(54
|
)
|
|
707
|
|
||||
Acquisition and integration costs
|
1,366
|
|
|
—
|
|
|
1,953
|
|
|
—
|
|
||||
Restructuring costs
|
724
|
|
|
611
|
|
|
724
|
|
|
611
|
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
24,311
|
|
||||
Total operating expenses
|
220,121
|
|
|
205,659
|
|
|
627,303
|
|
|
613,536
|
|
||||
Income (loss) from operations
|
8,367
|
|
|
9,329
|
|
|
18,071
|
|
|
(2,522
|
)
|
||||
Other expenses (income):
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
1,221
|
|
|
1,435
|
|
|
2,975
|
|
|
4,678
|
|
||||
Gain on derivative liability
|
—
|
|
|
(7,105
|
)
|
|
(1,581
|
)
|
|
(19,970
|
)
|
||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
4,969
|
|
|
1,568
|
|
||||
Other income, net
|
(57
|
)
|
|
(92
|
)
|
|
(116
|
)
|
|
(143
|
)
|
||||
Income before income taxes
|
7,203
|
|
|
15,091
|
|
|
11,824
|
|
|
11,345
|
|
||||
Income tax expense (benefit)
|
159
|
|
|
802
|
|
|
1,278
|
|
|
(5,035
|
)
|
||||
Consolidated net income
|
7,044
|
|
|
14,289
|
|
|
10,546
|
|
|
16,380
|
|
||||
Less: Net income attributable to noncontrolling interest in subsidiary
|
321
|
|
|
223
|
|
|
983
|
|
|
529
|
|
||||
Net income attributable to common shareholders
|
$
|
6,723
|
|
|
$
|
14,066
|
|
|
$
|
9,563
|
|
|
$
|
15,851
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share attributable to common shareholders - Basic
|
$
|
0.19
|
|
|
$
|
0.44
|
|
|
$
|
0.28
|
|
|
$
|
0.49
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share attributable to common shareholders - Diluted
|
$
|
0.19
|
|
|
$
|
0.22
|
|
|
$
|
0.24
|
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
35,748
|
|
|
32,221
|
|
|
34,768
|
|
|
32,088
|
|
||||
Diluted
|
36,036
|
|
|
36,255
|
|
|
36,179
|
|
|
36,215
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Consolidated net income
|
$
|
7,044
|
|
|
$
|
14,289
|
|
|
$
|
10,546
|
|
|
$
|
16,380
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive (loss) income, before income tax:
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized foreign currency translation (loss) gain
|
(15
|
)
|
|
15
|
|
|
43
|
|
|
(12
|
)
|
||||
Other comprehensive (loss) income, net of tax
|
(15
|
)
|
|
15
|
|
|
43
|
|
|
(12
|
)
|
||||
Comprehensive income
|
7,029
|
|
|
14,304
|
|
|
10,589
|
|
|
16,368
|
|
||||
Less: Net income attributable to noncontrolling interest in subsidiary
|
321
|
|
|
223
|
|
|
983
|
|
|
529
|
|
||||
Comprehensive income attributable to common shareholders
|
$
|
6,708
|
|
|
$
|
14,081
|
|
|
$
|
9,606
|
|
|
$
|
15,839
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities
|
|
|
|
||||
Consolidated net income
|
$
|
10,546
|
|
|
$
|
16,380
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
7,325
|
|
|
6,969
|
|
||
Provision for allowances
|
3,071
|
|
|
3,270
|
|
||
Deferred income tax expense (benefit)
|
1,609
|
|
|
(5,889
|
)
|
||
Gain on derivative liability
|
(1,581
|
)
|
|
(19,970
|
)
|
||
Impairment charges
|
—
|
|
|
24,311
|
|
||
Loss on early extinguishment of debt
|
4,969
|
|
|
1,568
|
|
||
Equity compensation
|
3,083
|
|
|
2,614
|
|
||
Other non-cash costs
|
508
|
|
|
1,983
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
3,337
|
|
|
(3,571
|
)
|
||
Prepaid expenses and other assets
|
1,111
|
|
|
(1,036
|
)
|
||
Accounts payable and accrued expenses
|
(5,255
|
)
|
|
5,634
|
|
||
Other liabilities
|
(18
|
)
|
|
6
|
|
||
Net cash provided by operating activities
|
28,705
|
|
|
32,269
|
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
||
Acquisitions, net of cash acquired
|
(85,977
|
)
|
|
—
|
|
||
Acquisition-related settlements
|
(239
|
)
|
|
(1,858
|
)
|
||
Purchases of property and equipment
|
(4,043
|
)
|
|
(5,024
|
)
|
||
Proceeds from sale of business
|
—
|
|
|
500
|
|
||
Net cash used in investing activities
|
(90,259
|
)
|
|
(6,382
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
||
Proceeds from Term Loans
|
62,000
|
|
|
40,000
|
|
||
Principal payments on Term Loans
|
(1,500
|
)
|
|
(30,500
|
)
|
||
Convertible Note cash payment
|
(5,000
|
)
|
|
—
|
|
||
Borrowings on revolving credit facility
|
39,000
|
|
|
57,200
|
|
||
Repayments on revolving credit facility
|
(39,000
|
)
|
|
(65,200
|
)
|
||
Debt issuance costs
|
(901
|
)
|
|
(1,182
|
)
|
||
Extinguishment fees
|
(578
|
)
|
|
(641
|
)
|
||
Other
|
(2,350
|
)
|
|
(1,293
|
)
|
||
Net cash provided by (used in) financing activities
|
51,671
|
|
|
(1,616
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
18
|
|
|
(17
|
)
|
||
|
|
|
|
||||
Change in cash and cash equivalents
|
(9,865
|
)
|
|
24,254
|
|
||
Cash and cash equivalents at beginning of period
|
20,630
|
|
|
2,453
|
|
||
Cash and cash equivalents at end of period
|
$
|
10,765
|
|
|
$
|
26,707
|
|
1.
|
ORGANIZATION AND BASIS OF PRESENTATION
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
(amounts in thousands)
|
||
Purchase price
|
$
|
88,000
|
|
Net working capital adjustments
|
(1,438
|
)
|
|
Cash consideration
|
86,562
|
|
|
Cash acquired
|
2,833
|
|
|
Total funds disbursed
|
$
|
89,395
|
|
|
(amounts in thousands)
|
||
Cash and cash equivalents
|
$
|
2,833
|
|
Accounts receivable
|
14,396
|
|
|
Other current assets
|
392
|
|
|
Property and equipment
|
333
|
|
|
Goodwill
|
43,596
|
|
|
Other intangible assets
|
29,900
|
|
|
Total assets acquired
|
91,450
|
|
|
|
|
||
Accounts payable and accrued expenses
|
368
|
|
|
Accrued employee compensation and benefits
|
1,685
|
|
|
Other current liabilities
|
2
|
|
|
Total liabilities assumed
|
2,055
|
|
|
|
|
||
Net assets acquired
|
$
|
89,395
|
|
|
Nine Months Ended
|
||||||
|
September 30, 2017
|
|
September 30, 2016
|
||||
|
(unaudited, amounts in thousands except per share data)
|
||||||
Revenue from services
|
$
|
696,475
|
|
|
$
|
685,749
|
|
|
|
|
|
||||
Net income attributable to common shareholders
|
$
|
13,165
|
|
|
$
|
18,096
|
|
|
|
|
|
||||
Net income per share attributable to common shareholders - Basic
|
$
|
0.38
|
|
|
$
|
0.56
|
|
|
|
|
|
||||
Net income per share attributable to common shareholders - Diluted
|
$
|
0.34
|
|
|
$
|
0.02
|
|
4.
|
COMPREHENSIVE INCOME (LOSS)
|
5.
|
EARNINGS PER SHARE
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
September 30,
|
|
September 30,
|
|||||||||||||
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||
|
(amounts in thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common shareholders - Basic
|
$
|
6,723
|
|
|
$
|
14,066
|
|
|
$
|
9,563
|
|
|
$
|
15,851
|
|
Interest on Convertible Notes
|
—
|
|
|
853
|
|
|
695
|
|
|
2,529
|
|
||||
Gain on derivative liability
|
—
|
|
|
(7,105
|
)
|
|
(1,581
|
)
|
|
(19,970
|
)
|
||||
Net income (loss) attributable to common shareholders - Diluted
|
$
|
6,723
|
|
|
$
|
7,814
|
|
|
$
|
8,677
|
|
|
$
|
(1,590
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares - Basic
|
35,748
|
|
|
32,221
|
|
|
34,768
|
|
|
32,088
|
|
||||
Effective of diluted shares:
|
|
|
|
|
|
|
|
||||||||
Share-based awards
|
288
|
|
|
513
|
|
|
444
|
|
|
606
|
|
||||
Convertible Notes
|
—
|
|
|
3,521
|
|
|
967
|
|
|
3,521
|
|
||||
Weighted average common shares - Diluted
|
36,036
|
|
|
36,255
|
|
|
36,179
|
|
|
36,215
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per share attributable to common shareholders - Basic
|
$
|
0.19
|
|
|
$
|
0.44
|
|
|
$
|
0.28
|
|
|
$
|
0.49
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share attributable to common shareholders - Diluted
|
$
|
0.19
|
|
|
$
|
0.22
|
|
|
$
|
0.24
|
|
|
$
|
(0.04
|
)
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
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
|
$
|
42,909
|
|
|
$
|
17,952
|
|
|
$
|
24,957
|
|
|
$
|
31,609
|
|
|
$
|
16,147
|
|
|
$
|
15,462
|
|
Customer relationships
|
55,524
|
|
|
25,091
|
|
|
30,433
|
|
|
41,724
|
|
|
23,316
|
|
|
18,408
|
|
||||||
Non-compete agreements
|
3,919
|
|
|
3,574
|
|
|
345
|
|
|
3,619
|
|
|
3,527
|
|
|
92
|
|
||||||
Trade names
|
7,716
|
|
|
688
|
|
|
7,028
|
|
|
3,216
|
|
|
343
|
|
|
2,873
|
|
||||||
Other intangible assets, net
|
$
|
110,068
|
|
|
$
|
47,305
|
|
|
$
|
62,763
|
|
|
$
|
80,168
|
|
|
$
|
43,333
|
|
|
$
|
36,835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade names
|
|
|
|
|
|
|
35,402
|
|
|
|
|
|
|
|
|
35,402
|
|
||||||
|
|
|
|
|
|
|
$
|
98,165
|
|
|
|
|
|
|
|
|
$
|
72,237
|
|
|
Nurse
And Allied Staffing Segment |
|
Physician
Staffing Segment |
|
Other Human
Capital Management Services Segment |
|
Total
|
||||||||
|
(amounts in thousands)
|
||||||||||||||
Balances as of December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Aggregate goodwill acquired
|
$
|
304,277
|
|
|
$
|
43,405
|
|
|
$
|
9,418
|
|
|
$
|
357,100
|
|
Accumulated impairment loss
|
(259,732
|
)
|
|
(17,720
|
)
|
|
—
|
|
|
(277,452
|
)
|
||||
Goodwill, net of impairment loss
|
44,545
|
|
|
25,685
|
|
|
9,418
|
|
|
79,648
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Changes to aggregate goodwill in 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goodwill acquired (a)
|
43,596
|
|
|
—
|
|
|
—
|
|
|
43,596
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balances as of September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aggregate goodwill acquired
|
347,873
|
|
|
43,405
|
|
|
9,418
|
|
|
400,696
|
|
||||
Accumulated impairment loss
|
(259,732
|
)
|
|
(17,720
|
)
|
|
—
|
|
|
(277,452
|
)
|
||||
Goodwill, net of impairment loss
|
$
|
88,141
|
|
|
$
|
25,685
|
|
|
$
|
9,418
|
|
|
$
|
123,244
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
||||||||
|
(amounts in thousands)
|
||||||||||||||
Term Loan, interest 3.49% and 2.62% at September 30, 2017 and December 31, 2016, respectively
|
$
|
100,000
|
|
|
$
|
(923
|
)
|
|
$
|
39,500
|
|
|
$
|
(363
|
)
|
Convertible Notes, fixed rate interest of 8.00%
|
—
|
|
|
—
|
|
|
25,000
|
|
|
(4,669
|
)
|
||||
Convertible Notes derivative liability
|
—
|
|
|
—
|
|
|
27,532
|
|
|
—
|
|
||||
Capital lease obligations
|
12
|
|
|
—
|
|
|
23
|
|
|
—
|
|
||||
Total debt
|
100,012
|
|
|
(923
|
)
|
|
92,055
|
|
|
(5,032
|
)
|
||||
Less current portion
|
(3,758
|
)
|
|
—
|
|
|
(2,263
|
)
|
|
—
|
|
||||
Long-term debt
|
$
|
96,254
|
|
|
$
|
(923
|
)
|
|
$
|
89,792
|
|
|
$
|
(5,032
|
)
|
Level
|
Consolidated Net Leverage Ratio
|
Eurodollar Loans, LIBOR Index Rate Loans and Letter of Credit Fee
|
Base Rate Loans
|
Commitment Fee
|
I
|
Less than 1.50:1.00
|
1.75%
|
0.75%
|
0.25%
|
II
|
Greater than or equal to 1.50:1.00
but less than 2.00:1.00 |
2.00%
|
1.00%
|
0.30%
|
III
|
Greater than or equal to 2.00:1.00
but less than 2.50:1.00 |
2.25%
|
1.25%
|
0.30%
|
IV
|
Greater than or equal to 2.50:1.00
but less than 3.00:1.00 |
2.50%
|
1.50%
|
0.35%
|
V
|
Greater than or equal to 3.00:1.00
|
2.75%
|
1.75%
|
0.40%
|
9.
|
FAIR VALUE MEASUREMENTS
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Financial Liabilities:
|
(amounts in thousands)
|
||||||
(Level 1)
|
|
|
|
|
|
||
Deferred compensation
|
$
|
1,381
|
|
|
$
|
1,472
|
|
(Level 3)
|
|
|
|
||||
Convertible Notes derivative liability
|
$
|
—
|
|
|
$
|
27,532
|
|
Contingent consideration liabilities
|
$
|
5,269
|
|
|
$
|
5,603
|
|
|
Contingent Consideration
|
|
Convertible Notes
|
||||
|
Liabilities (a)
|
|
Derivative Liability
|
||||
|
(amounts in thousands)
|
||||||
December 31, 2016
|
$
|
5,603
|
|
|
$
|
27,532
|
|
Payments/Settlements
|
(100
|
)
|
|
(25,951
|
)
|
||
Accretion expense
|
270
|
|
|
—
|
|
||
Valuation gain for the period
|
—
|
|
|
(1,581
|
)
|
||
March 31, 2017
|
5,773
|
|
|
—
|
|
||
Accretion expense
|
281
|
|
|
—
|
|
||
June 30, 2017
|
$
|
6,054
|
|
|
$
|
—
|
|
Payments
|
(180
|
)
|
|
—
|
|
||
Accretion expense
|
209
|
|
|
—
|
|
||
Valuation adjustment
|
(814
|
)
|
|
—
|
|
||
September 30, 2017
|
$
|
5,269
|
|
|
$
|
—
|
|
(a)
|
Related to the Mediscan acquisition on October 30, 2015 and the USR acquisition on December 1, 2016. Valuation adjustments and accretion expense is included as acquisition-related contingent consideration on the condensed consolidated statements of operations.
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
Financial Liabilities:
|
|
|
(amounts in thousands)
|
|
|
||||||||||
(Level 2)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Term Loan, net
|
$
|
99,077
|
|
|
$
|
101,000
|
|
|
$
|
39,137
|
|
|
$
|
41,500
|
|
Convertible Notes, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,331
|
|
|
$
|
27,250
|
|
10.
|
STOCKHOLDERS’ EQUITY
|
|
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, 2017
|
532,294
|
|
|
$
|
9.98
|
|
|
332,092
|
|
|
$
|
11.73
|
|
Granted
|
323,503
|
|
|
$
|
13.70
|
|
|
181,067
|
|
|
$
|
14.36
|
|
Vested
|
(292,615
|
)
|
|
$
|
8.64
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(47,581
|
)
|
|
$
|
10.41
|
|
|
(131,016
|
)
|
|
$
|
11.78
|
|
Unvested restricted stock awards, September 30, 2017
|
515,601
|
|
|
$
|
13.03
|
|
|
382,143
|
|
|
$
|
12.96
|
|
11.
|
SEGMENT DATA
|
●
|
Nurse and Allied Staffing
– Nurse and Allied Staffing provides traditional staffing, recruiting, and value-added workforce solutions including: temporary and permanent placement of travel and local branch-based nurse and allied professionals, MSP services, education healthcare services, and outsourcing services. Its clients include: public and private acute-care and non-acute care hospitals, government facilities, public schools and charter schools, outpatient clinics, ambulatory care facilities, physician practice groups, retailers, and many other healthcare providers throughout the United States. Substantially all of the results of the Advantage acquisition have been aggregated with the Company's Nurse and Allied Staffing business segment. See Note 3 - Acquisitions.
|
●
|
Physician Staffing
– Physician Staffing provides physicians in many specialties, as well as certified registered nurse anesthetists (CRNAs), nurse practitioners (NPs), and physician assistants (PAs) as independent contractors on temporary assignments throughout the U.S. at various healthcare facilities, such as acute and non-acute care facilities, medical group practices, government facilities, and managed care organizations. Less than
2%
of the business related to the Advantage acquisition is managed by, and included in, the Physician Staffing business segment.
|
●
|
Other Human Capital Management Services
– Other Human Capital Management Services includes retained and contingent search services for physicians, healthcare executives and other healthcare professionals within the United States.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(amounts in thousands)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Nurse and Allied Staffing
|
$
|
200,492
|
|
|
$
|
186,623
|
|
|
$
|
564,527
|
|
|
$
|
527,436
|
|
Physician Staffing
|
24,871
|
|
|
25,090
|
|
|
71,055
|
|
|
73,470
|
|
||||
Other Human Capital Management Services
|
3,125
|
|
|
3,275
|
|
|
9,792
|
|
|
10,108
|
|
||||
|
$
|
228,488
|
|
|
$
|
214,988
|
|
|
$
|
645,374
|
|
|
$
|
611,014
|
|
|
|
|
|
|
|
|
|
||||||||
Contribution income:
|
|
|
|
|
|
|
|
||||||||
Nurse and Allied Staffing
|
$
|
20,663
|
|
|
$
|
19,472
|
|
|
$
|
54,426
|
|
|
$
|
53,877
|
|
Physician Staffing
|
1,340
|
|
|
2,400
|
|
|
4,207
|
|
|
6,003
|
|
||||
Other Human Capital Management Services
|
(1
|
)
|
|
(154
|
)
|
|
(200
|
)
|
|
(196
|
)
|
||||
|
22,002
|
|
|
21,718
|
|
|
58,433
|
|
|
59,684
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Unallocated corporate overhead
|
9,301
|
|
|
9,449
|
|
|
30,414
|
|
|
29,608
|
|
||||
Depreciation and amortization
|
2,849
|
|
|
2,092
|
|
|
7,325
|
|
|
6,969
|
|
||||
Acquisition-related contingent consideration
|
(605
|
)
|
|
237
|
|
|
(54
|
)
|
|
707
|
|
||||
Acquisition and integration costs
|
1,366
|
|
|
—
|
|
|
1,953
|
|
|
—
|
|
||||
Restructuring costs
|
724
|
|
|
611
|
|
|
724
|
|
|
611
|
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
24,311
|
|
||||
Income (loss) from operations
|
$
|
8,367
|
|
|
$
|
9,329
|
|
|
$
|
18,071
|
|
|
$
|
(2,522
|
)
|
13.
|
INCOME TAXES
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
●
|
Nurse and Allied Staffing
– Nurse and Allied Staffing represented approximately
88%
of our total revenue in the third quarter of 2017. Nurse and Allied Staffing provides traditional staffing, recruiting, and value-added workforce solutions including: temporary and permanent placement of travel and local branch-based nurse and allied professionals, MSP services, education healthcare services, and outsourcing services. Substantially all of the results of the acquisition of Advantage RN, LLC and its subsidiaries (collectively, Advantage) have been aggregated with our Nurse and Allied Staffing business segment. See Note 3 - Acquisitions to our condensed consolidated financial statements.
|
●
|
Physician Staffing
– Physician Staffing represented approximately
11%
of our total revenue in the third quarter of 2017 as compared with 12% in the prior year. The decline is predominantly due to the impact of acquisitions in our Nurse and Allied Staffing segment. Physician Staffing provides physicians in many specialties, as well as certified registered nurse anesthetists, nurse practitioners and physician assistants under our Medical Doctor Associates (MDA)
|
●
|
Other Human Capital Management Services
– Other Human Capital Management Services (OHCMS) represented approximately
1%
of our total revenue in the third quarter of 2017. OHCMS is comprised of retained and contingent search services for physicians, healthcare executives, and other healthcare professionals within the United States.
|
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 by the number of days worked in the respective periods. Nurse and Allied Staffing revenue also includes revenue from the permanent placement of nurses.
|
|
|
Physician Staffing
|
Days filled is calculated by dividing the total hours invoiced during the period by 8 hours. This method does not reflect the impact of revenue generated from permanent placements, reimbursed expenses, discounts and allowances, and the impact from accruals and adjustments recorded for financial statement purposes.
|
|
Revenue per day filled is calculated by dividing revenue invoiced by days filled for the period presented. Invoiced revenue excludes revenue from permanent placement and accrued revenue.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Revenue from services
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Direct operating expenses
|
73.5
|
|
|
72.9
|
|
|
73.6
|
|
|
73.1
|
|
Selling, general and administrative expenses
|
20.8
|
|
|
21.4
|
|
|
21.9
|
|
|
21.9
|
|
Bad debt expense
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
0.1
|
|
Depreciation and amortization
|
1.2
|
|
|
1.0
|
|
|
1.1
|
|
|
1.1
|
|
Acquisition-related contingent consideration
|
(0.3
|
)
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
Acquisition and integration costs
|
0.6
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
Restructuring costs
|
0.3
|
|
|
0.3
|
|
|
0.1
|
|
|
0.1
|
|
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
Income (loss) from operations
|
3.7
|
|
|
4.3
|
|
|
2.8
|
|
|
(0.4
|
)
|
Interest expense
|
0.5
|
|
|
0.6
|
|
|
0.4
|
|
|
0.8
|
|
Gain on derivative liability
|
—
|
|
|
(3.3
|
)
|
|
(0.2
|
)
|
|
(3.3
|
)
|
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.2
|
|
Income before income taxes
|
3.2
|
|
|
7.0
|
|
|
1.8
|
|
|
1.9
|
|
Income tax expense (benefit)
|
0.1
|
|
|
0.4
|
|
|
0.2
|
|
|
(0.8
|
)
|
Consolidated net income
|
3.1
|
|
|
6.6
|
|
|
1.6
|
|
|
2.7
|
|
Less: Net income attributable to noncontrolling interest in subsidiary
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
Net income attributable to common shareholders
|
3.0
|
%
|
|
6.5
|
%
|
|
1.5
|
%
|
|
2.6
|
%
|
|
Three Months Ended September 30,
|
|||||||||||||
|
|
|
|
|
Increase (Decrease)
|
|
Increase (Decrease)
|
|||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(Amounts in thousands)
|
|||||||||||||
Revenue from services
|
$
|
228,488
|
|
|
$
|
214,988
|
|
|
$
|
13,500
|
|
|
6.3
|
%
|
Direct operating expenses
|
168,008
|
|
|
156,778
|
|
|
11,230
|
|
|
7.2
|
%
|
|||
Selling, general and administrative expenses
|
47,346
|
|
|
45,922
|
|
|
1,424
|
|
|
3.1
|
%
|
|||
Bad debt expense
|
433
|
|
|
19
|
|
|
414
|
|
|
NM
|
|
|||
Depreciation and amortization
|
2,849
|
|
|
2,092
|
|
|
757
|
|
|
36.2
|
%
|
|||
Acquisition-related contingent consideration
|
(605
|
)
|
|
237
|
|
|
(842
|
)
|
|
(355.3
|
)%
|
|||
Acquisition and integration costs
|
1,366
|
|
|
—
|
|
|
1,366
|
|
|
100.0
|
%
|
|||
Restructuring costs
|
724
|
|
|
611
|
|
|
113
|
|
|
18.5
|
%
|
|||
Income from operations
|
8,367
|
|
|
9,329
|
|
|
(962
|
)
|
|
(10.3
|
)%
|
|||
Interest expense
|
1,221
|
|
|
1,435
|
|
|
(214
|
)
|
|
(14.9
|
)%
|
|||
Gain on derivative liability
|
—
|
|
|
(7,105
|
)
|
|
7,105
|
|
|
100.0
|
%
|
|||
Other income, net
|
(57
|
)
|
|
(92
|
)
|
|
35
|
|
|
38.0
|
%
|
|||
Income before income taxes
|
7,203
|
|
|
15,091
|
|
|
(7,888
|
)
|
|
(52.3
|
)%
|
|||
Income tax expense
|
159
|
|
|
802
|
|
|
(643
|
)
|
|
(80.2
|
)%
|
|||
Consolidated net income
|
7,044
|
|
|
14,289
|
|
|
(7,245
|
)
|
|
(50.7
|
)%
|
|||
Less: Net income attributable to noncontrolling interest in subsidiary
|
321
|
|
|
223
|
|
|
98
|
|
|
43.9
|
%
|
|||
Net income attributable to common shareholders
|
$
|
6,723
|
|
|
$
|
14,066
|
|
|
$
|
(7,343
|
)
|
|
(52.2
|
)%
|
|
Nine Months Ended September 30,
|
|||||||||||||
|
|
|
|
|
Increase (Decrease)
|
|
Increase (Decrease)
|
|||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(Amounts in thousands)
|
|||||||||||||
Revenue from services
|
$
|
645,374
|
|
|
$
|
611,014
|
|
|
$
|
34,360
|
|
|
5.6
|
%
|
Direct operating expenses
|
475,091
|
|
|
446,912
|
|
|
28,179
|
|
|
6.3
|
%
|
|||
Selling, general and administrative expenses
|
141,182
|
|
|
133,530
|
|
|
7,652
|
|
|
5.7
|
%
|
|||
Bad debt expense
|
1,082
|
|
|
496
|
|
|
586
|
|
|
118.1
|
%
|
|||
Depreciation and amortization
|
7,325
|
|
|
6,969
|
|
|
356
|
|
|
5.1
|
%
|
|||
Acquisition-related contingent consideration
|
(54
|
)
|
|
707
|
|
|
(761
|
)
|
|
(107.6
|
)%
|
|||
Acquisition and integration costs
|
1,953
|
|
|
—
|
|
|
1,953
|
|
|
100.0
|
%
|
|||
Restructuring costs
|
724
|
|
|
611
|
|
|
113
|
|
|
18.5
|
%
|
|||
Impairment charges
|
—
|
|
|
24,311
|
|
|
(24,311
|
)
|
|
(100.0
|
)%
|
|||
Income (loss) from operations
|
18,071
|
|
|
(2,522
|
)
|
|
20,593
|
|
|
816.5
|
%
|
|||
Interest expense
|
2,975
|
|
|
4,678
|
|
|
(1,703
|
)
|
|
(36.4
|
)%
|
|||
Gain on derivative liability
|
(1,581
|
)
|
|
(19,970
|
)
|
|
18,389
|
|
|
92.1
|
%
|
|||
Loss on early extinguishment of debt
|
4,969
|
|
|
1,568
|
|
|
3,401
|
|
|
216.9
|
%
|
|||
Other income, net
|
(116
|
)
|
|
(143
|
)
|
|
27
|
|
|
18.9
|
%
|
|||
Income before income taxes
|
11,824
|
|
|
11,345
|
|
|
479
|
|
|
4.2
|
%
|
|||
Income tax expense (benefit)
|
1,278
|
|
|
(5,035
|
)
|
|
6,313
|
|
|
125.4
|
%
|
|||
Consolidated net income
|
10,546
|
|
|
16,380
|
|
|
(5,834
|
)
|
|
(35.6
|
)%
|
|||
Less: Net income attributable to noncontrolling interest in subsidiary
|
983
|
|
|
529
|
|
|
454
|
|
|
85.8
|
%
|
|||
Net income attributable to common shareholders
|
$
|
9,563
|
|
|
$
|
15,851
|
|
|
$
|
(6,288
|
)
|
|
(39.7
|
)%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(amounts in thousands)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|||||
Nurse and Allied Staffing
|
$
|
200,492
|
|
|
$
|
186,623
|
|
|
$
|
564,527
|
|
|
$
|
527,436
|
|
Physician Staffing
|
24,871
|
|
|
25,090
|
|
|
71,055
|
|
|
73,470
|
|
||||
Other Human Capital Management Services
|
3,125
|
|
|
3,275
|
|
|
9,792
|
|
|
10,108
|
|
||||
|
$
|
228,488
|
|
|
$
|
214,988
|
|
|
$
|
645,374
|
|
|
$
|
611,014
|
|
|
|
|
|
|
|
|
|
||||||||
Contribution income:
|
|
|
|
|
|
|
|
||||||||
Nurse and Allied Staffing
|
$
|
20,663
|
|
|
$
|
19,472
|
|
|
$
|
54,426
|
|
|
$
|
53,877
|
|
Physician Staffing
|
1,340
|
|
|
2,400
|
|
|
4,207
|
|
|
6,003
|
|
||||
Other Human Capital Management Services
|
(1
|
)
|
|
(154
|
)
|
|
(200
|
)
|
|
(196
|
)
|
||||
|
22,002
|
|
|
21,718
|
|
|
58,433
|
|
|
59,684
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Unallocated corporate overhead
|
9,301
|
|
|
9,449
|
|
|
30,414
|
|
|
29,608
|
|
||||
Depreciation and amortization
|
2,849
|
|
|
2,092
|
|
|
7,325
|
|
|
6,969
|
|
||||
Acquisition-related contingent consideration
|
(605
|
)
|
|
237
|
|
|
(54
|
)
|
|
707
|
|
||||
Acquisition and integration costs
|
1,366
|
|
|
—
|
|
|
1,953
|
|
|
—
|
|
||||
Restructuring costs
|
724
|
|
|
611
|
|
|
724
|
|
|
611
|
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
24,311
|
|
||||
Income (loss) from operations
|
$
|
8,367
|
|
|
$
|
9,329
|
|
|
$
|
18,071
|
|
|
$
|
(2,522
|
)
|
|
Three Months Ended
|
|
|
|
|
||||||||
|
September 30,
|
|
September 30,
|
|
|
|
Percent
|
||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
||||||
|
|
|
|
|
|
|
|
||||||
Nurse and Allied Staffing statistical data: (a)
|
|
|
|
|
|
|
|
||||||
FTEs
|
7,706
|
|
|
6,954
|
|
|
752
|
|
|
10.8
|
%
|
||
Average Nurse and Allied Staffing revenue per FTE per day
|
$
|
283
|
|
|
$
|
292
|
|
|
(9
|
)
|
|
(3.1
|
)%
|
|
|
|
|
|
|
|
|
||||||
Physician Staffing statistical data: (a)
|
|
|
|
|
|
|
|
||||||
Days filled
|
15,777
|
|
|
16,639
|
|
|
(862
|
)
|
|
(5.2
|
)%
|
||
Revenue per day filled
|
$
|
1,562
|
|
|
$
|
1,576
|
|
|
(14
|
)
|
|
(0.9
|
)%
|
|
|
|
|
|
|
|
|
||||||
|
Nine Months Ended
|
|
|
|
|
||||||||
|
September 30,
|
|
September 30,
|
|
|
|
Percent
|
||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
||||||
|
|
|
|
|
|
|
|
||||||
Nurse and Allied Staffing statistical data: (a)
|
|
|
|
|
|
|
|
||||||
FTEs
|
7,355
|
|
|
6,885
|
|
|
470
|
|
|
6.8
|
%
|
||
Average Nurse and Allied Staffing revenue per FTE per day
|
$
|
281
|
|
|
$
|
280
|
|
|
1
|
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
||||||
Physician Staffing statistical data: (a)
|
|
|
|
|
|
|
|
||||||
Days filled
|
46,033
|
|
|
47,961
|
|
|
(1,928
|
)
|
|
(4.0
|
)%
|
||
Revenue per day filled
|
$
|
1,570
|
|
|
$
|
1,542
|
|
|
28
|
|
|
1.8
|
%
|
(a)
|
See definition of Business Measurement under the Operating Metrics section of our Management's Discussion and Analysis.
|
Commitments
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
|
|
(Unaudited, amounts in thousands)
|
||||||||||||||||||||||||||
Term Loan (a)
|
|
$
|
100,000
|
|
|
$
|
—
|
|
|
$
|
6,875
|
|
|
$
|
7,500
|
|
|
$
|
8,125
|
|
|
$
|
10,000
|
|
|
$
|
67,500
|
|
Interest on debt (b)
|
|
18,588
|
|
|
711
|
|
|
5,216
|
|
|
3,910
|
|
|
3,653
|
|
|
3,324
|
|
|
1,774
|
|
|||||||
Contingent consideration (c)
|
|
7,646
|
|
|
—
|
|
|
830
|
|
|
1,070
|
|
|
5,746
|
|
|
—
|
|
|
—
|
|
|||||||
Operating lease obligations (d)
|
|
34,303
|
|
|
1,898
|
|
|
6,562
|
|
|
5,050
|
|
|
4,389
|
|
|
3,974
|
|
|
12,430
|
|
|||||||
|
|
$
|
160,537
|
|
|
$
|
2,609
|
|
|
$
|
19,483
|
|
|
$
|
17,530
|
|
|
$
|
21,913
|
|
|
$
|
17,298
|
|
|
$
|
81,704
|
|
(a)
|
Under our Amended Term Loan, we are required to comply with certain financial covenants. Our inability to comply with the required covenants or other provisions could result in default under our amended credit facilities. In the event of any such default and our inability to obtain a waiver of the default, all amounts outstanding under the Amended Credit Facilities could be declared immediately due and payable.
|
(b)
|
Interest on debt represents payments due through maturity for our Term Loan, calculated using the October 2, 2017 applicable LIBOR and margin rate totaling 3.5%.
|
(c)
|
The contingent consideration represents the estimated payments due to the sellers related to the Mediscan and USR acquisitions, including accretion. In the third quarter of 2017, we determined that one of the contingent consideration earnouts related to the Mediscan acquisition would not be achieved for 2017 and, as a result, the entire earnout was reversed. See Note 3 - Acquisitions to our condensed consolidated financial statements. While it is not certain if, or when, the remaining contingent payments will be made, we have included the payments in the table based on our best estimates of the amounts and dates when the contingencies may be resolved.
|
(d)
|
Represents future minimum lease payments associated with operating lease agreements with original terms of more than one year.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 6.
|
EXHIBITS
|
|
CROSS COUNTRY HEALTHCARE, INC.
|
|
|
|
|
Date: November 3, 2017
|
By:
|
/s/ William J. Burns
|
|
|
William J. Burns
EVP & Chief Financial Officer (Principal Accounting and Financial Officer)
|
No.
|
|
Description
|
|
|
|
*10.1
|
|
|
|
|
|
*31.1
|
|
|
|
|
|
*31.2
|
|
|
|
|
|
*32.1
|
|
|
|
|
|
*32.2
|
|
|
|
|
|
**101.INS
|
|
XBRL Instance Document
|
|
|
|
**101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
**101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
**101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
**101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
**101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
*
|
|
Filed herewith
|
|
|
|
**
|
|
Furnished herewith
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cross Country Healthcare, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 3, 2017
|
/s/ William J. Grubbs
|
|
|
William J. Grubbs
President, Chief Executive Officer, Director
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cross Country Healthcare, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 3, 2017
|
/s/ William J. Burns
|
|
|
William J. Burns
EVP & Chief Financial Officer (Principal Accounting and Financial Officer)
|
Date:
|
November 3, 2017
|
/s/ William J. Grubbs
|
|
|
William J. Grubbs
President, Chief Executive Officer, Director
(Principal Executive Officer)
|
Date:
|
November 3, 2017
|
/s/ William J. Burns
|
|
|
William J. Burns
EVP & Chief Financial Officer (Principal Accounting and Financial Officer)
|