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EX-10.1 - AMENDED AND RESTATED CREDIT AGREEMENT - CROSS COUNTRY HEALTHCARE INC | ccrn_ex101.htm |
8-K - CURRENT REPORT - CROSS COUNTRY HEALTHCARE INC | ccrn_8k.htm |
Exhibit 99.1
CROSS COUNTRY HEALTHCARE ANNOUNCES SECOND QUARTER
2017 FINANCIAL RESULTS
Completes the Renewal and Increases the Size of its Credit
Agreement
BOCA
RATON, Fla., August 2, 2017--Cross Country Healthcare, Inc.
(the "Company") (Nasdaq: CCRN) today announced financial results
for the second quarter ended June 30, 2017. In addition, the
Company announced it has renewed and increased the size of its
Credit Agreement to $215 million, including a $100 million term
loan and a $115 million revolving credit facility.
FINANCIAL HIGHLIGHTS:
Amounts
are in thousands, except percent and per share data.
|
Q2 2017
|
Variance Q2 2017 vs. Q2 2016
|
Variance Q2 2017 vs. Q1 2017
|
Revenue
|
$209,313
|
5%
|
1%
|
Gross profit margin
|
27.0%
|
(50)bps
|
130bps
|
Net income attributable to common shareholders
|
$4,850
|
128%
|
341%
|
Diluted EPS
|
$0.13
|
$0.67
|
$0.21
|
Adjusted EBITDA*
|
$10,880
|
(2)%
|
69%
|
Adjusted EPS*
|
$0.16
|
$—
|
$0.11
|
*
Refer to tables and discussion of
Non-GAAP financial measures below.
“We
had a solid second quarter highlighted by year-over-year revenue
growth in all three reporting segments. With revenue in line
with expectations, I was pleased that we exceeded guidance for
Gross Margin, Adjusted EBITDA and Adjusted EPS,” said William
J. Grubbs, President and Chief Executive Officer. “Our new
MSP implementations are progressing and we expect an increase in
demand from these programs through the third and fourth
quarters. Coupled with the delivery capabilities from the
Advantage RN acquisition, we expect to see stronger revenue growth
as we enter 2018.”
Second
quarter consolidated revenue was $209.3 million, an increase of 5%
year-over-year and 1% sequentially. Consolidated gross profit
margin was 27.0%, down 50 basis points year-over-year and up 130
basis points sequentially. Net income attributable to common
shareholders was $4.9 million compared to a net loss of $17.2
million in the prior year, which included a loss on early
extinguishment of debt, a loss on derivative liability, and
impairment charges, totaling $22.4 million after taxes. Diluted EPS
was $0.13 per share compared to a loss of $0.54 per share in the
prior year. Adjusted EBITDA was $10.9 million or 5.2% of revenue,
as compared with $11.1 million or 5.5% of revenue in the prior
year. Adjusted EPS was $0.16 for the second quarter of 2017 and
2016 and $0.05 in the prior quarter.
Quarterly Business Segment Highlights
Nurse and Allied Staffing
Revenue
from Nurse and Allied Staffing was $180.9 million, an increase of
5% year-over-year and a decrease of 1% sequentially. The
year-over-year increase in segment revenue was predominantly due to
higher volume. Contribution income in this segment was $18.1
million, up from $17.6 million in the prior year. Average field
FTEs increased to 7,155 from 6,884 in the prior year. Revenue per
FTE per day was $278 compared to $275 in the prior year, primarily
reflecting a change in the mix of business.
Physician Staffing
Revenue
from Physician Staffing was $24.7 million, an increase of 3%
year-over-year and 15% sequentially. The year-over-year increase
was primarily due to an increase in volume. Contribution income was
$2.0 million, consistent with the prior year. Compared to the prior
year, total days filled increased to 15,220 from 14,480, primarily
due to volume growth in advanced practice professionals. Revenue
per day filled increased to $1,557 from $1,525 due to improved
pricing partly offset by the change in mix of
specialties.
Other Human Capital Management Services
Revenue
from Other Human Capital Management Services was $3.7 million, an
increase of 6% year-over-year and 22% sequentially. Contribution
income was $0.2 million, compared to $0.1 million in the prior
year.
Cash Flow and Balance Sheet Highlights
Cash
flow provided by operating activities for the current quarter was
$24.1 million compared to $10.3 million in the same period of the
prior year. At June 30, 2017, the Company had $33.9 million in
cash and cash equivalents and $37.6 million of total
debt. There were no borrowings drawn on its $100.0 million
revolving credit facility, and $21.6 million of letters of credit
outstanding, leaving $78.4 million available for borrowings under
the revolving credit facility.
Renewal of Credit Agreement
As
previously announced, the July acquisition of Advantage RN was
funded using available cash and borrowings of approximately $67.5
million under the existing credit facility, including a $40 million
incremental term loan. Subsequent to the acquisition, on August 1,
2017, the Company entered into an Amendment and Restatement to its
Credit Agreement to refinance and increase the current aggregate
committed size of the facility to $215 million, including a term
loan of $100 million and a $115 million revolving credit facility.
The proceeds of $106.5 million from this refinancing included $6.5
million under the new revolving credit facility, and were used to
repay borrowings under the Company's previously existing credit
facilities, as well as to pay related interest, fees and
expenses.
Outlook for Third Quarter 2017
|
Q3 2017 Range
|
|
Year-over-Year
|
|
Sequential
|
Change
|
|
Change
|
|||
|
|
|
|
|
|
Revenue
|
$227 million - $232
million
|
|
6% -
8%
|
|
8% -
11%
|
|
|
|
|
|
|
Gross profit
margin
|
26.3% -
26.8%
|
|
(80) - (30)
bps
|
|
(70) - (20)
bps
|
|
|
|
|
|
|
Adjusted
EBITDA
|
$12 million - $13
million
|
|
(9)% -
(1)%
|
|
10% -
19%
|
|
|
|
|
|
|
Adjusted
EPS
|
$0.16 -
$0.18
|
|
$(0.08) -
$(0.06)
|
|
$0.00 -
$0.02
|
The
estimates above are based on current management expectations and,
as such, are forward-looking and actual results may differ
materially. These ranges include the impact of the Advantage RN
acquisition, but do not include the potential impact of any future
divestitures, mergers, acquisitions or other business combinations,
any impairment charges or valuation allowances, any
acquisition-related measurement period adjustments, changes in debt
structure, or any material legal or restructuring charges. See
accompanying Non-GAAP financial measures and tables
below.
INVITATION TO CONFERENCE CALL
The
Company will hold its quarterly conference call on Thursday, August
3, 2017, at 9:00 A.M. Eastern Time to discuss its second quarter
2017 financial results. This call will be webcast live and can be
accessed at the Company's website at www.crosscountryhealthcare.com
or by dialing 800-857-6331 from anywhere in the U.S. or by dialing
517-623-4781 from non-U.S. locations - Passcode: Cross Country. A
replay of the webcast will be available from August 3rd through
August 17th at the Company's website and a replay of the conference
call will be available by telephone by calling 800-510-0118 from
anywhere in the U.S. or 203-369-3808 from non-U.S. locations -
Passcode: 2017.
ABOUT CROSS COUNTRY HEALTHCARE
Cross
Country Healthcare is a national leader in providing innovative
healthcare workforce solutions and staffing services. Our solutions
leverage our nearly 40 years of expertise and insight to assist
clients in solving complex labor-related challenges while
maintaining high quality outcomes. We are dedicated to recruiting
and placing highly qualified healthcare professionals in virtually
every specialty and area of expertise. Our diverse client base
includes both clinical and nonclinical settings, servicing acute
care hospitals, physician practice groups, outpatient and
ambulatory-care centers, nursing facilities, both public schools
and charter schools, rehabilitation and sports medicine clinics,
government facilities, and homecare. Through our national staffing
teams and network of 85 office locations, we are able to place
clinicians on travel and per diem assignments, local short-term
contracts and permanent positions. We are a market leader in
providing flexible workforce management solutions, which include
managed service programs (MSP), internal resource pool consulting
and development, electronic medical record (EMR) transition
staffing, recruitment process outsourcing, predictive modeling and
other outsourcing and consultative services. In addition, we
provide both retained and contingent placement services for
healthcare executives, physicians, and other healthcare
professionals.
Copies
of this and other news releases as well as additional information
about Cross Country Healthcare can be obtained online at
www.crosscountryhealthcare.com. Shareholders and prospective
investors can also register to automatically receive the Company's
press releases, SEC filings and other notices by
e-mail.
NON-GAAP FINANCIAL MEASURES
This
press release and accompanying financial statement tables reference
non-GAAP financial measures. Such non-GAAP financial measures are
provided as additional information and should not be considered
substitutes for, or superior to, financial measures calculated in
accordance with U.S. GAAP. Such non-GAAP financial measures are
provided for consistency and comparability to prior year results;
furthermore, management believes they are useful to investors when
evaluating the Company's performance as they exclude certain items
that management believes are not indicative of the Company's
operating performance. Pro forma measures, if applicable, are
adjusted to include the results of our acquisitions, and exclude
the results of divestments, as if the transactions occurred in the
beginning of the periods mentioned.]Such non-GAAP financial measures may
differ materially from the non-GAAP financial measures used by
other companies. The financial statement tables that accompany this
press release include a reconciliation of each non-GAAP financial
measure to the most directly comparable U.S. GAAP financial measure
and a more detailed discussion of each financial measure; as such,
the financial statement tables should be read in conjunction with
the presentation of these non-GAAP financial measures.
FORWARD LOOKING STATEMENT
In addition to historical information, this press release 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 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”, and
variations of such words and similar expressions are intended to
identify forward-looking statements. Forward-looking 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: 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, 2016, and our
other Securities and Exchange Commission filings made prior to the
date hereof.
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 press release. 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. The
Company undertakes no obligation to update or revise
forward-looking statements. All references to “we”,
“us”, “our”, or “Cross Country”
in this press release mean Cross Country Healthcare, Inc. and its
subsidiaries.
Consolidated Statements of Operations
|
||||||||||||||||||||||
(Unaudited, amounts in thousands, except per share
data)
|
|
Three Months Ended
|
Six Months Ended
|
|||
|
June 30,
|
June 30,
|
March 31,
|
June 30,
|
June 30,
|
|
2017
|
2016
|
2017
|
2017
|
2016
|
|
|
|
|
||
Revenue
from services
|
$209,313
|
$199,443
|
$207,573
|
$416,886
|
$396,026
|
Cost of
services
|
152,785
|
144,597
|
154,298
|
307,083
|
290,134
|
Gross
profit
|
56,528
|
54,846
|
53,275
|
109,803
|
105,892
|
Operating
expenses:
|
|
|
|
|
|
Selling,
general and administrative expenses
|
46,600
|
44,675
|
47,236
|
93,836
|
87,608
|
Bad
debt expense
|
326
|
228
|
323
|
649
|
477
|
Depreciation and
amortization
|
2,285
|
2,465
|
2,191
|
4,476
|
4,877
|
Acquisition-related
contingent consideration (a)
|
281
|
183
|
270
|
551
|
470
|
Acquisition and
integration costs (b)
|
587
|
—
|
—
|
587
|
—
|
Impairment charges
(c)
|
—
|
24,311
|
—
|
—
|
24,311
|
Total
operating expenses
|
50,079
|
71,862
|
50,020
|
100,099
|
117,743
|
Income (loss) from
operations
|
6,449
|
(17,016)
|
3,255
|
9,704
|
(11,851)
|
Other
expenses (income):
|
|
|
|
|
|
Interest
expense
|
535
|
1,608
|
1,219
|
1,754
|
3,243
|
Loss (gain) on
derivative liability (d)
|
—
|
3,571
|
(1,581)
|
(1,581)
|
(12,865)
|
Loss on early
extinguishment of debt (e)
|
—
|
1,568
|
4,969
|
4,969
|
1,568
|
Other income,
net
|
(59)
|
(34)
|
—
|
(59)
|
(51)
|
Income (loss)
before income taxes
|
5,973
|
(23,729)
|
(1,352)
|
4,621
|
(3,746)
|
Income tax expense
(benefit)
|
753
|
(6,634)
|
366
|
1,119
|
(5,837)
|
Consolidated net
income (loss)
|
5,220
|
(17,095)
|
(1,718)
|
3,502
|
2,091
|
Less:
Net income attributable to noncontrolling interest in
subsidiary
|
370
|
142
|
292
|
662
|
306
|
Net income (loss)
attributable to common shareholders
|
$4,850
|
$(17,237)
|
$(2,010)
|
$2,840
|
$1,785
|
|
|
|
|
|
|
Net
income (loss) per share attributable to common shareholders -
Basic
|
$0.14
|
$(0.54)
|
$(0.06)
|
$0.08
|
$0.06
|
|
|
|
|
|
|
Net
income (loss) per share attributable to common shareholders -
Diluted
|
$0.13
|
$(0.54)
|
$(0.08)
|
$0.05
|
$(0.26)
|
|
|
|
|
|
|
Weighted
average common shares outstanding:
|
|
|
|
|
|
Basic
|
35,651
|
32,085
|
32,872
|
34,269
|
32,021
|
Diluted
(f)
|
36,021
|
32,085
|
36,480
|
36,250
|
36,194
|
Cross Country Healthcare, Inc.
|
|||||
Reconciliation
of Non-GAAP Financial Measures
|
|||||
(Unaudited,
amounts in thousands, except per share data)
|
|||||
|
|||||
|
Three Months Ended
|
Six Months Ended
|
|||
|
June 30,
|
June 30,
|
March 31,
|
June 30,
|
June 30,
|
|
2017
|
2016
|
2017
|
2017
|
2016
|
Adjusted
EBITDA: (g)
|
|
|
|
|
|
Net
income (loss) attributable to common shareholders
|
$4,850
|
$(17,237)
|
$(2,010)
|
$2,840
|
$1,785
|
Depreciation
and amortization
|
2,285
|
2,465
|
2,191
|
4,476
|
4,877
|
Interest
expense
|
535
|
1,608
|
1,219
|
1,754
|
3,243
|
Income
tax expense (benefit)
|
753
|
(6,634)
|
366
|
1,119
|
(5,837)
|
Acquisition-related
contingent consideration (a)
|
281
|
183
|
270
|
551
|
470
|
Acquisition
and integration costs (b)
|
587
|
—
|
—
|
587
|
—
|
Impairment
charges (c)
|
—
|
24,311
|
—
|
—
|
24,311
|
Loss
(gain) on derivative liability (d)
|
—
|
3,571
|
(1,581)
|
(1,581)
|
(12,865)
|
Loss
on early extinguishment of debt (e)
|
—
|
1,568
|
4,969
|
4,969
|
1,568
|
Other
income, net
|
(59)
|
(34)
|
—
|
(59)
|
(51)
|
Equity
compensation
|
1,278
|
1,119
|
737
|
2,015
|
1,767
|
Net
income attributable to noncontrolling interest in
subsidiary
|
370
|
142
|
292
|
662
|
306
|
Adjusted
EBITDA (g)
|
$10,880
|
$11,062
|
$6,453
|
$17,333
|
$19,574
|
|
|
|
|
|
|
Adjusted
EPS: (h)
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
Net
income (loss) attributable to common shareholders
|
$4,850
|
$(17,237)
|
$(2,010)
|
$2,840
|
$1,785
|
Non-GAAP
adjustments - pretax:
|
|
|
|
|
|
Acquisition-related
contingent consideration (a)
|
281
|
183
|
270
|
551
|
470
|
Acquisition
and integration costs (b)
|
587
|
—
|
—
|
587
|
—
|
Impairment
charges (c)
|
—
|
24,311
|
—
|
—
|
24,311
|
Loss
(gain) on derivative liability (d)
|
—
|
3,571
|
(1,581)
|
(1,581)
|
(12,865)
|
Loss
on early extinguishment of debt (e)
|
—
|
1,568
|
4,969
|
4,969
|
1,568
|
Tax
impact of non-GAAP adjustments (i)
|
—
|
(7,036)
|
—
|
—
|
(7,036)
|
Adjusted
net income attributable to common shareholders -
non-GAAP
|
$5,718
|
$5,360
|
$1,648
|
$7,366
|
$8,233
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
Weighted
average common shares - basic, GAAP
|
35,651
|
32,085
|
32,872
|
34,269
|
32,021
|
Dilutive
impact of share-based payments
|
370
|
601
|
674
|
522
|
652
|
Adjusted
weighted average common shares - diluted, non-GAAP
|
36,021
|
32,686
|
33,546
|
34,791
|
32,673
|
|
|
|
|
|
|
Reconciliation:
(h)
|
|
|
|
|
|
Diluted
EPS, GAAP
|
$0.13
|
$(0.54)
|
$(0.08)
|
$0.05
|
$(0.26)
|
Non-GAAP
adjustments - pretax:
|
|
|
|
|
|
Acquisition-related
contingent consideration (a)
|
0.01
|
0.01
|
0.01
|
0.02
|
0.01
|
Acquisition
and integration costs (b)
|
0.02
|
—
|
—
|
0.02
|
—
|
Impairment
charges (c)
|
—
|
0.74
|
—
|
—
|
0.74
|
Loss
(gain) on derivative liability (d)
|
—
|
0.11
|
(0.05)
|
(0.05)
|
(0.39)
|
Loss
on early extinguishment of debt (e)
|
—
|
0.05
|
0.15
|
0.15
|
0.05
|
Tax
impact of non-GAAP adjustments (i)
|
—
|
(0.22)
|
—
|
—
|
(0.22)
|
Adjustment
for change in dilutive shares
|
—
|
0.01
|
0.02
|
0.02
|
0.32
|
Adjusted
EPS, non-GAAP (h)
|
$0.16
|
$0.16
|
$0.05
|
$0.21
|
$0.25
|
Cross Country Healthcare, Inc.
|
||
Consolidated Balance Sheets
|
||
(Unaudited, amounts in thousands)
|
||
|
||
|
June 30,
|
December 31,
|
|
2017
|
2016
|
|
|
|
Assets
|
|
|
Current
assets:
|
|
|
Cash
and cash equivalents
|
$33,936
|
$20,630
|
Accounts
receivable, net
|
155,903
|
173,620
|
Prepaid
expenses
|
6,230
|
6,126
|
Insurance
recovery receivable
|
3,197
|
3,037
|
Other
current assets
|
1,249
|
2,198
|
Total
current assets
|
200,515
|
205,611
|
Property
and equipment, net
|
13,862
|
12,818
|
Goodwill,
net
|
79,648
|
79,648
|
Trade
names, indefinite-lived
|
35,402
|
35,402
|
Other
intangible assets, net
|
34,690
|
36,835
|
Other
non-current assets
|
18,373
|
18,064
|
Total
assets
|
$382,490
|
$388,378
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
Current
liabilities:
|
|
|
Accounts
payable and accrued expenses
|
$52,435
|
$58,837
|
Accrued
employee compensation and benefits
|
31,073
|
33,243
|
Other
current liabilities
|
6,097
|
5,012
|
Total
current liabilities
|
89,605
|
97,092
|
Long-term
debt and capital lease obligations
|
35,344
|
84,760
|
Non-current
deferred tax liabilities
|
14,353
|
13,154
|
Long-term
accrued claims
|
29,066
|
28,870
|
Contingent
consideration
|
4,390
|
5,301
|
Other
long-term liabilities
|
8,084
|
7,399
|
Total
liabilities
|
180,842
|
236,576
|
|
|
|
Commitments
and contingencies
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
Common
stock
|
4
|
3
|
Additional
paid-in capital
|
303,917
|
256,570
|
Accumulated
other comprehensive loss
|
(1,183)
|
(1,241)
|
Accumulated
deficit
|
(101,784)
|
(104,089)
|
Total
Cross Country Healthcare, Inc. stockholders' equity
|
200,954
|
151,243
|
Noncontrolling
interest
|
694
|
559
|
Total
stockholders' equity
|
201,648
|
151,802
|
Total
liabilities and stockholders' equity
|
$382,490
|
$388,378
|
Cross Country Healthcare, Inc.
Segment Data (j)
(Unaudited, amounts in thousands)
|
Three
Months Ended
|
|
% Change Fav/(Unfav)
|
|||||||||||||||
|
June 30,
|
|
% of
|
|
June 30,
|
|
% of
|
|
March 31,
|
|
% of
|
|
Year-over-
|
|
|
|||
|
2017
|
|
Total
|
|
2016
|
|
Total
|
|
2017
|
|
Total
|
|
Year
|
|
Sequential
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue from services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Nurse
and Allied Staffing
|
$
|
180,927
|
|
86%
|
|
$
|
172,048
|
|
86%
|
|
$
|
183,108
|
|
88%
|
|
5%
|
|
(1)%
|
Physician
Staffing
|
24,720
|
|
12%
|
|
23,927
|
|
12%
|
|
21,464
|
|
10%
|
|
3%
|
|
15%
|
|||
Other
Human Capital Management Services
|
3,666
|
|
2%
|
|
3,468
|
|
2%
|
|
3,001
|
|
2%
|
|
6%
|
|
22%
|
|||
|
$
|
209,313
|
|
100%
|
|
$
|
199,443
|
|
100%
|
|
$
|
207,573
|
|
100%
|
|
5%
|
|
1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Contribution income: (k)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Nurse
and Allied Staffing
|
$
|
18,141
|
|
|
|
$
|
17,615
|
|
|
|
$
|
15,622
|
|
|
|
3%
|
|
16%
|
Physician
Staffing
|
2,047
|
|
|
|
2,050
|
|
|
|
820
|
|
|
|
—%
|
|
150%
|
|||
Other
Human Capital Management Services
|
241
|
|
|
|
69
|
|
|
|
(440)
|
|
|
|
249%
|
|
155%
|
|||
|
20,429
|
|
|
|
19,734
|
|
|
|
16,002
|
|
|
|
4%
|
|
28%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Unallocated
corporate overhead (l)
|
10,827
|
|
|
|
9,791
|
|
|
|
10,286
|
|
|
|
(11)%
|
|
(5)%
|
|||
Depreciation
and amortization
|
2,285
|
|
|
|
2,465
|
|
|
|
2,191
|
|
|
|
7%
|
|
(4)%
|
|||
Acquisition-related
contingent consideration (a)
|
281
|
|
|
|
183
|
|
|
|
270
|
|
|
|
(54)%
|
|
(4)%
|
|||
Acquisition
and integration costs (b)
|
587
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(100)%
|
|
(100)%
|
|||
Impairment
charges (c)
|
—
|
|
|
|
24,311
|
|
|
|
—
|
|
|
|
100%
|
|
—%
|
|||
Income (loss) from operations
|
$
|
6,449
|
|
|
|
$
|
(17,016)
|
|
|
|
$
|
3,255
|
|
|
|
138%
|
|
98%
|
|
Six Months
Ended
|
|
%
Change Fav/(Unfav)
|
|
|
|
|
|
|
|||||||||
|
June
30,
|
|
%
of
|
|
June
30,
|
|
%
of
|
|
Year-over-
|
|
|
|
|
|
|
|||
|
2017
|
|
Total
|
|
2016
|
|
Total
|
|
Year
|
|
|
|
|
|
|
|||
Revenue from services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nurse
and Allied Staffing
|
$
|
364,035
|
|
87%
|
|
$
|
340,813
|
|
86%
|
|
|
7%
|
|
|
|
|
|
|
Physician
Staffing
|
|
46,184
|
|
11%
|
|
|
48,380
|
|
12%
|
|
|
(5)%
|
|
|
|
|
|
|
Other
Human Capital Management Services
|
|
6,667
|
|
2%
|
|
|
6,833
|
|
2%
|
|
|
(2)%
|
|
|
|
|
|
|
|
$
|
416,886
|
|
100%
|
|
$
|
396,026
|
|
100%
|
|
|
5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
income: (k)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nurse
and Allied Staffing
|
$
|
33,763
|
|
|
|
$
|
34,405
|
|
|
|
|
(2)%
|
|
|
|
|
|
|
Physician
Staffing
|
|
2,867
|
|
|
|
|
3,603
|
|
|
|
|
(20)%
|
|
|
|
|
|
|
Other
Human Capital Management Services
|
|
(199)
|
|
|
|
|
(42)
|
|
|
|
|
(374)%
|
|
|
|
|
|
|
|
|
36,431
|
|
|
|
|
37,966
|
|
|
|
|
(4)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated corporate overhead (l)
|
|
21,113
|
|
|
|
|
20,159
|
|
|
|
|
(5)%
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
4,476
|
|
|
|
|
4,877
|
|
|
|
|
8%
|
|
|
|
|
|
|
Acquisition-related
contingent consideration (a)
|
|
551
|
|
|
|
|
470
|
|
|
|
|
(17)%
|
|
|
|
|
|
|
Acquisition
and integration costs (b)
|
|
587
|
|
|
|
|
—
|
|
|
|
|
(100)%
|
|
|
|
|
|
|
Impairment
charges (c)
|
|
—
|
|
|
|
|
24,311
|
|
|
|
|
100%
|
|
|
|
|
|
|
Income (loss) from operations
|
$
|
9,704
|
|
|
|
$
|
(11,851)
|
|
|
|
|
182%
|
|
|
|
|
|
|
Cross Country Healthcare, Inc.
|
|||||
Other Financial Data
|
|||||
(Unaudited)
|
|||||
|
|||||
|
Three Months Ended
|
Six Months Ended
|
|||
|
June 30,
|
June 30,
|
March 31,
|
June 30,
|
June 30,
|
|
2017
|
2016
|
2017
|
2017
|
2016
|
|
|
|
|
|
|
Net
cash provided by (used in) operating activities (in
thousands)
|
$24,115
|
$10,303
|
$1,410
|
$25,525
|
$12,867
|
|
|
|
|
|
|
Consolidated
gross profit margin
|
27.0%
|
27.5%
|
25.7%
|
26.3%
|
26.7%
|
|
|
|
|
|
|
Nurse and Allied Staffing statistical data:
|
|
|
|
|
|
FTEs
(m)
|
7,155
|
6,884
|
7,204
|
7,180
|
6,850
|
Average
Nurse and Allied Staffing revenue per FTE per day (n)
|
$278
|
$275
|
$282
|
$280
|
$273
|
|
|
|
|
|
|
Physician Staffing statistical data:
|
|
|
|
|
|
Days
filled (o)
|
15,220
|
14,480
|
15,036
|
30,256
|
31,322
|
Revenue
per day filled (p)
|
$1,557
|
$1,525
|
$1,592
|
$1,574
|
$1,523
|
(a)
Acquisition-related
contingent consideration primarily represents the fair value and
accretion adjustments to the contingent consideration liabilities
for the Mediscan acquisition that closed on October 30, 2015 and
the US Resources Healthcare acquisition that closed on December 1,
2016.
(b)
Acquisition and
integration costs are primarily related to due diligence for the
Advantage RN, LLC acquisition that closed on July 5,
2017.
(c)
The three months
and six months ended June 30, 2016 includes non-cash impairment
charges of $24.3 million ($17.3 million after taxes) related to the
Physician Staffing reporting unit.
(d)
Loss (gain) on
derivative liability represents the change in the fair value of
embedded features of our Convertible Notes up until their
repayment.
(e)
Loss on early
extinguishment of debt for the three months ended March 31, 2017
and six months ended June 30, 2017 is related to the Company's
settlement of its convertible notes on March 17, 2017. Loss on
early extinguishment of debt for the three months and six months
ended June 30, 2016 relates to the write-off of unamortized debt
discount and issuance costs as well as transaction fees and
expenses related to the extinguishment of the Company's
subordinated term loan.
(f)
When applying the
if-converted method to our Convertible Notes, 3,521,126 shares are
not included in diluted weighted average shares for the three
months ended June 30, 2016 because their effect was anti-dilutive.
For the three months ended March 31, 2017 and the six months ended
June 30, 2017, 2,934,271 shares and 1,459,030 shares, respectively,
were included in diluted weighted average shares.
(g)
Adjusted EBITDA, a
non-GAAP (Generally Accepted Accounting Principles) financial
measure, is defined as net income (loss) attributable to common
shareholders before depreciation and amortization, interest
expense, income tax expense (benefit), acquisition-related
contingent consideration, acquisition and integration costs,
impairment charges, loss (gain) on derivative liability, loss on
early extinguishment of debt, other income, net, equity
compensation, and includes net income attributable to
noncontrolling interest in subsidiary. Adjusted EBITDA should not
be considered a measure of financial performance under GAAP.
Management presents Adjusted EBITDA because it believes that
Adjusted EBITDA is a useful supplement to net income (loss)
attributable to common shareholders as an indicator of operating
performance. Management uses Adjusted EBITDA for planning purposes
and as one performance measure in its incentive programs for
certain members of its management team. Adjusted EBITDA, as
defined, closely matches the operating measure typically used in
the Company's credit facilities in calculating various ratios.
Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by
the Company's consolidated revenue.
(h)
Adjusted EPS, a
non-GAAP financial measure, is defined as net income (loss)
attributable to common shareholders per diluted share before the
diluted EPS impact of acquisition-related contingent consideration,
acquisition and integration costs, impairment charges, loss (gain)
on derivative liability, and loss on early extinguishment of debt.
Adjusted EPS should not be considered a measure of financial
performance under GAAP. Management presents Adjusted EPS because it
believes that Adjusted EPS is a useful supplement to its reported
EPS as an indicator of operating performance. Management uses
Adjusted EPS as one performance measure in its annual cash
incentive program for certain members of its management team.
Management believes it provides a more useful comparison of the
Company's underlying business performance from period to period and
is more representative of the future earnings capacity of the
Company.
(i)
Tax impact on the
non-GAAP items is related to the impairment charges on
indefinite-lived intangible assets of the Physician Staffing
business for the three months and six months ended June 30, 2016.
There is no tax impact on the other items due to the Company's full
valuation allowance for all reported periods.
(j)
Segment data
provided is in accordance with the Segment Reporting Topic of the
FASB ASC.
(k)
Contribution income
is defined as income or loss from operations before depreciation
and amortization, loss on sale of business, acquisition-related
contingent consideration, acquisition and integration costs,
restructuring costs, impairment charges, and corporate expenses not
specifically identified to a reporting segment. Contribution income
is a financial measure used by management when assessing segment
performance.
(l)
Unallocated
corporate overhead includes corporate compensation and benefits,
and general and administrative expenses including rent and
utilities, computer supplies and expenses, insurance, professional
expenses, corporate-wide projects (initiatives), and public company
expense.
(m)
FTEs represent the
average number of Nurse and Allied Staffing contract personnel on a
full-time equivalent basis.
(n)
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.
(o)
Days filled is
calculated by dividing the total hours invoiced during the period
by 8 hours.
(p)
Revenue per day
filled is calculated by dividing revenue invoiced by days filled
for the period presented.
Cross
Country Healthcare, Inc.
William
J. Grubbs, 561-237-6202
President
& Chief Executive Officer
wgrubbs@crosscountry.com
Source:
Cross Country Healthcare, Inc.