United States
Securities And Exchange Commission
Washington, DC 20549
FORM 10-Q
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the Quarterly Period Ended September 30, 2003 |
Or
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the Transition Period From to |
Commission file number 0-33169
CROSS COUNTRY HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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13-4066229 |
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(State
or other jurisdiction of |
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(I.R.S.
Employer |
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6551 Park of Commerce Blvd, N.W. |
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Boca Raton, Florida |
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33487 |
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(Address of principal executive offices) |
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(Zip Code) |
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(561) 998-2232 |
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(Registrant’s telephone number, including area code) |
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Not Applicable |
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(Former name, former address and former fiscal year, if changed since last report) |
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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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o
The registrant had outstanding 31,921,113 shares of Common Stock, par value $.0001 per share, as of October 31, 2003.
CROSS COUNTRY HEALTHCARE, INC.
INDEX
FORM 10-Q
SEPTEMBER 30, 2003
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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2
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Cross Country Healthcare, Inc.
Condensed Consolidated Balance Sheets
(Amounts in thousands)
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September
30, |
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December
31, |
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(Unaudited) |
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Current assets: |
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Cash and cash equivalents |
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$ |
18,139 |
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$ |
17,210 |
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Accounts receivable, net |
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109,506 |
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97,641 |
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Income taxes receivable |
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211 |
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1,816 |
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Assets from discontinued operations, net |
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— |
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248 |
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Other current assets |
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12,219 |
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11,163 |
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Total current assets |
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140,075 |
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128,078 |
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Property and equipment, net |
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12,104 |
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12,394 |
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Goodwill, net |
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309,274 |
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226,116 |
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Trademarks, net |
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15,749 |
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15,749 |
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Other identifiable intangible assets, net |
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9,424 |
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7,113 |
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Other assets |
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3,169 |
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1,150 |
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Total assets |
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$ |
489,795 |
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$ |
390,600 |
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Current liabilities: |
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Accounts payable and accrued expenses |
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$ |
2,615 |
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$ |
3,297 |
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Accrued employee compensation and benefits |
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34,269 |
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29,663 |
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Current portion of debt and note payable |
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6,021 |
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14,362 |
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Liabilities from discontinued operations, net |
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19 |
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186 |
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Other current liabilities |
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5,932 |
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2,422 |
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Total current liabilities |
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48,856 |
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49,930 |
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Interest rate swap |
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— |
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606 |
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Deferred income taxes |
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11,013 |
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10,779 |
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Long-term debt |
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112,903 |
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28,453 |
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Total liabilities |
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172,772 |
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89,768 |
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Commitments and contingencies |
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Stockholders’ equity: |
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Common stock |
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3 |
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3 |
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Additional paid-in capital |
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253,624 |
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258,489 |
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Other stockholders’ equity |
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63,396 |
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42,340 |
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Total stockholders’ equity |
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317,023 |
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300,832 |
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Total liabilities and stockholders’ equity |
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$ |
489,795 |
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$ |
390,600 |
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See accompanying notes to the condensed consolidated financial statements
3
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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Nine
Months Ended |
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2003 |
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2002 |
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2003 |
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2002 |
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Revenue from services |
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$ |
184,389 |
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$ |
160,152 |
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$ |
511,304 |
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$ |
477,056 |
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Operating expenses: |
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Direct operating expenses |
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139,512 |
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119,450 |
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385,921 |
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357,673 |
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Selling, general and administrative expenses |
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29,198 |
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23,848 |
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80,594 |
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70,237 |
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Bad debt expense |
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787 |
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787 |
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359 |
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Depreciation |
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1,230 |
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1,006 |
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3,336 |
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2,477 |
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Amortization |
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991 |
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781 |
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2,556 |
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2,336 |
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Loss on early extinguishment of debt |
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— |
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960 |
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Non-recurring secondary offering costs |
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— |
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16 |
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1,008 |
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Total operating expenses |
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171,718 |
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145,085 |
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474,170 |
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434,090 |
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Income from operations |
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12,671 |
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15,067 |
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37,134 |
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42,966 |
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Other expenses: |
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Interest expense, net |
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1,571 |
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975 |
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2,812 |
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3,131 |
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Income from continuing operations before income taxes |
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11,100 |
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14,092 |
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34,322 |
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39,835 |
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Income tax expense |
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4,296 |
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5,339 |
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13,283 |
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15,416 |
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Income from continuing operations |
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6,804 |
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