Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity Registrant Name | CROSS COUNTRY HEALTHCARE, INC | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001141103 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 0-33169 | |
Entity Tax Identification Number | 13-4066229 | |
Entity Address, Address Line One | 5201 Congress Avenue, Suite 100B | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33487 | |
City Area Code | 561 | |
Local Phone Number | 998-2232 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | CCRN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 37,460,546 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 12,599 | $ 1,032 |
Accounts receivable, net of allowances of $3,298 in 2020 and $3,219 in 2019 | 164,801 | 169,528 |
Prepaid expenses | 6,374 | 6,097 |
Insurance recovery receivable | 5,130 | 5,011 |
Other current assets | 1,726 | 1,689 |
Total current assets | 190,630 | 183,357 |
Property and equipment, net of accumulated depreciation of $24,078 in 2020 and $23,276 in 2019 | 11,965 | 11,832 |
Operating lease right-of-use assets | 16,263 | 16,964 |
Goodwill | 101,066 | 101,066 |
Trade names, indefinite-lived | 5,900 | 5,900 |
Other intangible assets, net | 42,483 | 44,957 |
Other non-current assets | 18,672 | 18,298 |
Total assets | 386,979 | 382,374 |
Current liabilities: | ||
Accounts payable and accrued expenses | 51,095 | 45,726 |
Accrued compensation and benefits | 37,199 | 31,307 |
Operating lease liabilities - current | 4,965 | 4,878 |
Other current liabilities | 5,743 | 3,554 |
Total current liabilities | 99,002 | 85,465 |
Revolving credit facility | 67,648 | 70,974 |
Operating lease liabilities - non-current | 17,992 | 19,070 |
Non-current deferred tax liabilities | 7,555 | 7,523 |
Long-term accrued claims | 27,392 | 26,938 |
Contingent consideration | 0 | 4,867 |
Other long-term liabilities | 5,988 | 4,037 |
Total liabilities | 225,577 | 218,874 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock | 4 | 4 |
Additional paid-in capital | 305,935 | 305,643 |
Accumulated other comprehensive loss | (1,318) | (1,240) |
Accumulated deficit | (143,864) | (141,775) |
Total Cross Country Healthcare, Inc. stockholders' equity | 160,757 | 162,632 |
Noncontrolling interest in subsidiary | 645 | 868 |
Total stockholders' equity | 161,402 | 163,500 |
Total liabilities and stockholders' equity | $ 386,979 | $ 382,374 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 3,298 | $ 3,219 |
Property and equipment, accumulated depreciation | $ 24,078 | $ 23,276 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue from services | $ 210,064 | $ 195,171 |
Operating expenses: | ||
Direct operating expenses | 160,461 | 146,917 |
Selling, general and administrative expenses | 45,881 | 46,036 |
Bad debt expense | 539 | 270 |
Depreciation and amortization | 3,296 | 2,984 |
Acquisition and integration-related costs | 77 | 512 |
Restructuring costs | 564 | 1,140 |
Total operating expenses | 210,818 | 197,859 |
Loss from operations | (754) | (2,688) |
Other expenses (income): | ||
Interest expense | 867 | 1,422 |
Loss on early extinguishment of debt | 0 | 360 |
Other income, net | (31) | (82) |
Loss before income taxes | (1,590) | (4,388) |
Income tax expense (benefit) | 178 | (3,012) |
Consolidated net loss | (1,768) | (1,376) |
Less: Net income attributable to noncontrolling interest in subsidiary | 321 | 391 |
Net loss attributable to common shareholders | $ (2,089) | $ (1,767) |
Net loss per share attributable to common shareholders - Basic and Diluted (in dollars per share) | $ (0.06) | $ (0.05) |
Weighted average common shares outstanding: | ||
Basic and Diluted (in shares) | 35,873 | 35,700 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Consolidated net loss | $ (1,768) | $ (1,376) |
Other comprehensive loss, before income tax: | ||
Unrealized foreign currency translation (loss) gain | (78) | 72 |
Unrealized loss on interest rate contracts | 0 | (350) |
Reclassification adjustment to statement of operations | 0 | 12 |
Other comprehensive income, before income tax | (78) | (266) |
Taxes on other comprehensive loss: | ||
Income tax effect related to unrealized foreign currency translation gain | 0 | 18 |
Income tax effect related to unrealized loss on interest rate contracts | 0 | (88) |
Income tax effect related to reclassification adjustment to statement of operations | 0 | 3 |
Taxes on other comprehensive income | 0 | (67) |
Other comprehensive loss, net of tax | (78) | (199) |
Comprehensive loss | (1,846) | (1,575) |
Less: Net income attributable to noncontrolling interest in subsidiary | 321 | 391 |
Comprehensive loss attributable to common shareholders | $ (2,167) | $ (1,966) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss, net | (Accumulated Deficit) Retained Earnings | Noncontrolling Interest in Subsidiary |
Beginning balance (in shares) at Dec. 31, 2018 | 35,626 | |||||
Beginning balance at Dec. 31, 2018 | $ 218,198 | $ 4 | $ 303,048 | $ (1,462) | $ (84,062) | $ 670 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of share options (in shares) | 4 | |||||
Vesting of restricted stock and performance stock awards (in shares) | 176 | |||||
Vesting of restricted stock | (777) | (777) | ||||
Equity compensation | 531 | 531 | ||||
Foreign currency translation adjustment, net of taxes | 53 | 53 | ||||
Net change in hedging transaction, net of taxes | (252) | (252) | ||||
Distribution to noncontrolling shareholder | (367) | (367) | ||||
Net (loss) income | (1,376) | (1,767) | 391 | |||
Ending balance (in shares) at Mar. 31, 2019 | 35,806 | |||||
Ending balance at Mar. 31, 2019 | 216,010 | $ 4 | 302,802 | (1,661) | (85,829) | 694 |
Beginning balance (in shares) at Dec. 31, 2019 | 35,871 | |||||
Beginning balance at Dec. 31, 2019 | 163,500 | $ 4 | 305,643 | (1,240) | (141,775) | 868 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock and performance stock awards (in shares) | 221 | |||||
Vesting of restricted stock | (635) | (635) | ||||
Equity compensation | 927 | 927 | ||||
Foreign currency translation adjustment, net of taxes | (78) | (78) | ||||
Distribution to noncontrolling shareholder | (544) | (544) | ||||
Net (loss) income | (1,768) | (2,089) | 321 | |||
Ending balance (in shares) at Mar. 31, 2020 | 36,092 | |||||
Ending balance at Mar. 31, 2020 | $ 161,402 | $ 4 | $ 305,935 | $ (1,318) | $ (143,864) | $ 645 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Consolidated net loss | $ (1,768) | $ (1,376) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 3,296 | 2,984 |
Provision for allowances | 881 | 970 |
Deferred income tax expense (benefit) | 31 | (3,146) |
Non-cash lease expense | 1,191 | 1,254 |
Loss on early extinguishment of debt | 0 | 360 |
Equity compensation | 927 | 531 |
Other non-cash costs | 143 | 365 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,846 | 10,400 |
Prepaid expenses and other assets | (736) | (1,477) |
Accounts payable and accrued expenses | 11,066 | 2,841 |
Operating lease liabilities | (1,467) | (1,399) |
Other | (248) | 480 |
Net cash provided by operating activities | 17,162 | 12,787 |
Cash flows from investing activities | ||
Acquisition-related settlements | 0 | (136) |
Purchases of property and equipment | (962) | (1,109) |
Net cash used in investing activities | (962) | (1,245) |
Cash flows from financing activities | ||
Principal payments on Term Loan | 0 | (7,500) |
Debt issuance costs | 0 | (568) |
Borrowings under revolving credit facility | 107,274 | 0 |
Repayments on revolving credit facility | (110,600) | 0 |
Cash payments to noncontrolling shareholder | (544) | (367) |
Other | (729) | (860) |
Net cash used in financing activities | (4,599) | (9,295) |
Effect of exchange rate changes on cash | (34) | 20 |
Change in cash and cash equivalents | 11,567 | 2,267 |
Cash and cash equivalents at beginning of period | 1,032 | 16,019 |
Cash and cash equivalents at end of period | $ 12,599 | $ 18,286 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | 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). The condensed consolidated financial statements include all assets, liabilities, revenue, and expenses of Cross Country Talent Acquisition Group, LLC, which is controlled by the Company but not wholly-owned. The Company records the ownership interest of the noncontrolling shareholder as noncontrolling interest in subsidiary. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all entries necessary for a fair presentation of such unaudited condensed consolidated financial statements have been included. These entries consisted of all normal recurring items. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States 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 United States generally accepted accounting principles (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, 2020. 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, 2019 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission. The December 31, 2019 condensed consolidated balance sheet included herein was derived from the December 31, 2019 audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K. Certain prior year amounts have been reclassified to conform to the current year presentation on the condensed consolidated statements of operations and statements of cash flows, and as presented in Note 3 - Customer Contracts and Note 11 - Segment Data. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 current global outbreak of Coronavirus ( COVID-19) using information that is reasonably available to the Company at the time. Significant estimates and assumptions are used for, but not limited to: (1) the valuation of accounts receivable; (2) goodwill, trade names, and other intangible assets; (3) other long-lived assets; (4) share-based compensation; (5) accruals for health, workers’ compensation, and professional liability claims; (6) valuation of deferred tax assets; (7) legal contingencies; (8) income taxes; and (9) sales and other non-income tax liabilities. Accrued insurance claims and reserves include estimated settlements from known claims and actuarial estimates for claims incurred but not reported. Based on current assessment of these estimates there was not a material impact to the Company's consolidated financial statements as of and for the quarter ended March 31, 2020. However, 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. 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 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, 2020 $ 386 $ 1,223 Charged to restructuring costs (a) 212 — Payments (292) (56) Balance at March 31, 2020 $ 306 $ 1,167 ________________ (a) Aside from what is presented in the table above, restructuring costs in the condensed consolidated statements of operations for the three months ended March 31, 2020 also include $0.2 million of legal entity reorganization costs and $0.2 million 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. Recently Adopted Accounting Pronouncements Effective January 1, 2020, the Company adopted ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The Company has adopted this guidance prospectively with no material impact on its condensed consolidated financial statements. As of the beginning of the first quarter of 2020, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires the use of a forward-looking expected credit loss model for accounts receivable, loans, and other financial instruments. The guidance requires a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which it is effective. The Company has adopted this guidance using the modified retrospective approach related to its accounts receivable, resulting in no cumulative adjustment to retained earnings and no material impact on its condensed consolidated financial statements. See Note 3 - Customer Contracts. |
CUSTOMER CONTRACTS
CUSTOMER CONTRACTS | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
CUSTOMER CONTRACTS | CUSTOMER CONTRACTS 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, 2020 Nurse Physician Search Total Segments (amounts in thousands) Temporary Staffing Services $ 184,949 $ 17,160 $ — $ 202,109 Other Services 3,284 1,021 3,650 7,955 Total $ 188,233 $ 18,181 $ 3,650 $ 210,064 Three Months ended March 31, 2019 Nurse Physician Search Total Segments (amounts in thousands) Temporary Staffing Services $ 172,662 $ 15,154 $ — $ 187,816 Other Services 2,975 1,005 3,375 7,355 Total $ 175,637 $ 16,159 $ 3,375 $ 195,171 Accounts Receivable, net The timing of revenue recognition, billings, and collections results in billed and unbilled accounts receivable from our 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's employees', subcontracted employees', and independent contractors’ time worked but not yet billed at March 31, 2020 and December 31, 2019 totaled $44.7 million and $46.1 million, respectively. 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-19, 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: Allowance for Doubtful Accounts (amounts in thousands) Balance at January 1, 2020 $ 2,406 Bad Debt Expense 539 Write-Offs, net of Recoveries (349) Balance at March 31, 2020 $ 2,596 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 and adjustments to the reserve are recorded as contra-revenue. The balance of this allowance as of March 31, 2020 and December 31, 2019 was $0.7 million and $0.8 million, respectively. |
COMPREHENSIVE LOSS
COMPREHENSIVE LOSS | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
COMPREHENSIVE LOSS | COMPREHENSIVE LOSS Total comprehensive loss includes net income or loss, foreign currency translation adjustments, and net change in derivative transactions, net of any related deferred taxes and valuation allowance. Certain of the Company’s foreign subsidiaries use their respective local currency as their functional currency. In accordance with the Foreign Currency Matters Topic of the FASB ASC, 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 $1.3 million at March 31, 2020 and December 31, 2019. The income tax impact related to components of other comprehensive loss for the three months ended March 31, 2020 and 2019 is reflected on the condensed consolidated statements of comprehensive loss. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 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, 2020 2019 (amounts in thousands, except per share data) Numerator: Net loss attributable to common shareholders - Basic and Diluted $ (2,089) $ (1,767) Denominator: Weighted average common shares - Basic 35,873 35,700 Effect of diluted shares: Share-based awards — — Weighted average common shares - Diluted 35,873 35,700 Net loss per share attributable to common shareholders - Basic and Diluted $ (0.06) $ (0.05) For the three months ended March 31, 2020 and 2019, no tax benefits were assumed in the weighted average share calculation due to the Company's net operating loss position. Due to the net loss for the three months ended March 31, 2020 and 2019, 454,920 and 97,184 shares, respectively, were excluded from diluted weighted average shares. |
GOODWILL, TRADE NAMES, AND OTHE
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS | GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS The Company had the following acquired intangible assets: March 31, 2020 December 31, 2019 Gross Accumulated Net Gross Accumulated Net (amounts in thousands) Intangible assets subject to amortization: Databases $ 30,530 $ 13,032 $ 17,498 $ 30,530 $ 12,269 $ 18,261 Customer relationships 49,758 27,447 22,311 49,758 26,596 23,162 Non-compete agreements 320 177 143 320 161 159 Trade names 4,500 1,969 2,531 4,500 1,125 3,375 Other intangible assets, net $ 85,108 $ 42,625 $ 42,483 $ 85,108 $ 40,151 $ 44,957 Intangible assets not subject to amortization: Trade names, indefinite-lived $ 5,900 $ 5,900 As of March 31, 2020, estimated annual amortization expense is as follows: Years Ending December 31: (amounts in thousands) 2020 $ 7,214 2021 6,105 2022 6,028 2023 5,926 2024 5,289 Thereafter 11,921 $ 42,483 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-19, 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. In its fourth quarter 2019 testing, the Company determined that the estimated fair value of its reporting units and its indefinite-lived trade name exceeded their respective values for Nurse and Allied Staffing and Physician Staffing with significant cushions. The Company’s Search reporting unit, however, had less than 20% excess fair value over its carrying amount. As of March 31, 2020, 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. A lthough management believes that the Company's current estimates and assumptions are reasonable and supportable, including its assumptions on the impact and timing related to COVID-19, there can be no assurance that the estimates and assumptions management used for purposes of its qualitative assessment as of March 31, 2020 will prove to be accurate predictions of future performance, leaving the Search reporting unit, in particular, at risk for future impairments. As of March 31, 2020, goodwill by reporting segment was: $86.4 million for Nurse and Allied Staffing, $2.8 million for Physician Staffing, and $11.9 million for Search, totaling $101.1 million. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT 2019 ABL Credit Agreement Effective October 25, 2019, the Company terminated its commitments under its prior senior credit facility entered into in August 2017 (defined below) and entered into an ABL Credit Agreement (Loan Agreement). The Loan Agreement provides for a five 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, plus an amount of supplemental availability, and reducing over time in accordance with the terms of the Loan Agreement, 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. Additionally, the facility contains an uncommitted accordion provision to increase the amount of the facility by an additional $30.0 million. At March 31, 2020, availability under the ABL was $119.0 million and the Company had $67.6 million of borrowings drawn, as well as $19.6 million of letters of credit outstanding related to workers' compensation and professional liability policies, leaving $31.8 million available for borrowing. The balances drawn are presented as revolving credit facility on the condensed consolidated balance sheets and as of March 31, 2020 and December 31, 2019 had a weighted average interest rate of 3.49% and 4.23%, respectively. As of March 31, 2020, the interest rate spreads and fees under the Loan Agreement were based on LIBOR plus 2.00% for the revolving portion of the borrowing base and LIBOR plus 4.00% on the Supplemental Availability. The Base Rate (as defined by the Loan Agreement) margins would have been 1.00% and 3.00%, respectively, for the revolving portion and Supplemental Availability, respectively. The LIBOR 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, 2020. Obligations under the ABL are secured by substantially all the assets of the borrowers and guarantors, subject to customary exceptions. Prior Senior Credit Facility The Company had a prior senior credit facility that included a revolver and term loan. The term loan was payable in quarterly installments and the Company had the right at any time to prepay borrowings in whole or in part, without premium or penalty. In the first quarter of 2019, the Company made an optional prepayment on the term loan of $7.5 million. Also in the first quarter of 2019, the Company amended its prior senior credit facility to reduce the commitment under the revolving credit facility, among other changes. The amendment was treated as a modification and the fees of $0.6 million paid to its lenders were classified as debt issuance costs. As a result of the reduction in borrowing capacity under the revolving credit facility, as well as the reduction in the term loan due to the prepayment in the three months ended March 31, 2019, $0.4 million of debt issuance costs were written off. The amount of the write-off is reflected as loss on early extinguishment of debt on the condensed consolidated statements of operations. Note Payable On October 30, 2015, the Company completed the acquisition of all of the membership interests of New Mediscan II, LLC, Mediscan Diagnostic Services, LLC, and Mediscan Nursing Staffing, LLC (collectively, Mediscan). In connection with the Mediscan acquisition, the Company assumed contingent purchase price liabilities for a previously acquired business that were payable annually based on certain performance criteria for the years 2016 through 2019, and a second performance criteria related to 2019 payable in three equal installments. Pursuant to the asset purchase agreement, once the earnout amount related to the second performance criteria for 2019 was determined, a note payable documenting the remaining principal and interest was specified as part of the settlement. In the first quarter of 2020, the total earnout amount related to both 2019 performance criterion of $7.4 million was determined, and $0.1 million was paid by the Company. Pursuant to the note payable, the first |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES | LEASES The Company's lease population of its right-of-use asset and lease liabilities under the Leases Topic of the FASB ASC is substantially related to the rental of office space. The Company enters into lease agreements as lessee for the rental of office space for both its corporate and branch locations that may include options to extend or terminate early. Many 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. 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, 2020 December 31, 2019 (amounts in thousands) Operating lease right-of-use assets $ 16,263 $ 16,964 Operating lease liabilities - current $ 4,965 $ 4,878 Operating lease liabilities - non-current $ 17,992 $ 19,070 Weighted-average remaining lease term 4.5 years 4.7 years Weighted average discount rate 6.23 % 6.26 % The table below reconciles the undiscounted cash flows for each of the first five years 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, 2020: Years Ending December 31: (amounts in thousands) 2020 $ 4,582 2021 6,121 2022 5,205 2023 4,757 2024 3,382 Thereafter 2,487 Total minimum lease payments 26,534 Less: amount of lease payments representing interest (3,577) Present value of future minimum lease payments 22,957 Less: current lease obligations (4,965) Non-current lease obligations $ 17,992 Other Information The table below provides information regarding supplemental cash flows: Three Months Ended March 31, 2020 2019 (amounts in thousands) Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of operating lease liabilities $ 1,835 $ 1,845 Right-of-use assets obtained in exchange for new operating lease liabilities $ 500 $ 300 The components of lease expense are as follows: Three Months Ended March 31, 2020 2019 (amounts in thousands) Amounts Included in Condensed Consolidated Statements of Operations: Operating lease expense $ 1,523 $ 1,694 Short-term lease expense $ 1,845 $ 2,159 Variable and other lease costs $ 574 $ 718 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. As of March 31, 2020, 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. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Fair Value Measurements and Disclosures Topic of the FASB ASC defines fair value 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. This topic also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes 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: (1) deferred compensation asset included in other non-current assets; (2) deferred compensation liability included in other long-term liabilities; and (3) contingent consideration liabilities included as other current liabilities and contingent consideration 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. Contingent consideration liabilities —Potential earnout payments related to the acquisition of Mediscan were contingent upon meeting certain performance requirements through 2019. The long-term portion of these liabilities has been included in contingent consideration, and the short-term portion is included in other current liabilities on the condensed consolidated balance sheets. The Company utilized Level 3 inputs to value these contingent consideration liabilities as significant unobservable inputs were used in the calculation of their fair value. As of December 31, 2019, due to the end of the earnout period, the Company measured the fair value of the liability based on the expected payout related to its Mediscan acquisition. In the first quarter of 2020, the total earnout amounts related to 2019 of $7.4 million was determined, and $0.1 million was paid by the Company. The remaining $7.3 million was documented as a subordinated promissory note payable and is included in other current and other long-term liabilities on the condensed consolidated balance sheets which is not measured at fair value on a recurring basis. See Note 7 - Debt. The table which follows summarizes the estimated fair value of the Company’s financial assets and liabilities measured on a recurring basis: Fair Value Measurements March 31, 2020 December 31, 2019 (amounts in thousands) Financial Assets: (Level 1) Deferred compensation asset $ 719 $ 830 Financial Liabilities: (Level 1) Deferred compensation liability $ 1,768 $ 2,216 (Level 3) Contingent consideration liabilities $ — $ 7,300 The opening balances of contingent consideration liabilities are reconciled to the closing balances for fair value measurements of these liabilities categorized within Level 3 of the fair value hierarchy are as follows: Three Months Ended March 31, 2020 2019 (amounts in thousands) Balance at beginning of period $ 7,300 $ 7,689 Payments (100) (100) Accretion expense — 247 Valuation adjustment 77 — Reclassification to other current and long-term liabilities (7,277) — Balance at end of period $ — $ 7,836 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. See Note 6 - Goodwill, Trade Names, and Other Intangible Assets. 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. The Company’s note payable is included in other current and long-term liabilities on the condensed consolidated balance sheets. Due to its relatively short-term nature, the carrying value of the note payable approximates its fair value. The carrying amount of the Company's Senior Secured Asset-Based Loan approximates fair value because the interest rates are variable and reflective of market rates. 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, 2020 December 31, 2019 Carrying Fair Carrying Fair Financial Liabilities: (amounts in thousands) (Level 2) Note Payable $ 7,277 $ 7,277 $ — $ — Senior Secured Asset-Based Loan $ 67,648 $ 67,648 $ 70,974 $ 70,974 Concentration of Credit Risk: 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 represents the Company’s estimate of uncollectible receivables based on a review of specific accounts and historical collection experience. See Note 2 - Summary of Significant Accounting Policies. The Company writes off specific accounts based on an ongoing review of collectability as well as past experience with the customer. T he Company’s contract terms typically require payment between 15 to 60 days from the date of invoice and are considered past due based on the particular negotiated contract terms. 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. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Stock Repurchase Program During the three months ended March 31, 2020 and 2019, the Company did not repurchase any shares of its Common Stock. As of March 31, 2020, the Company had 510,004 shares of Common Stock under the current share repurchase program available to repurchase, subject to certain conditions in the Company's Amended and Restated Credit Agreement. Share-Based Payments The following table summarizes restricted stock awards and performance stock awards activity issued under the 2017 Plan for the three months ended March 31, 2020: Restricted Stock Awards Performance Stock Awards Number of Weighted Number of Target Weighted Unvested restricted stock awards, January 1, 2020 996,794 $ 8.54 364,557 $ 9.66 Granted 703,611 $ 6.74 286,415 $ 6.74 Vested (315,809) $ 8.63 — $ — Forfeited (7,685) $ 7.89 (63,235) $ 14.36 Unvested restricted stock awards, March 31, 2020 1,376,911 $ 7.43 587,737 $ 7.73 Restricted stock awards granted under the Company’s 2017 Plan 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. The shares vest ratably over a three During the three months ended March 31, 2020, $0.9 million was included in selling, general and administrative expenses related to share-based payments, and a net of 221,492 shares of Common Stock were issued upon the vesting of restricted stock. During the three months ended March 31, 2019, $0.5 million was included in selling, general and administrative expenses related to share-based payments, and a net of 176,436 shares of Common Stock were issued upon the vesting of restricted stock. |
SEGMENT DATA
SEGMENT DATA | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | SEGMENT DATA In accordance with the Segment Reporting Topic of the FASB ASC, the Company reports three business segments – Nurse and Allied Staffing, Physician Staffing, and Search. The Company manages and segments its business based on the services it offers 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 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. ● 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. ● Search – Search includes retained and contingent search services for physicians, healthcare executives, and other healthcare professionals, as well as recruitment process outsourcing. The Company evaluates performance of each segment primarily based on revenue and contribution income. The Company defines contribution income as income or loss from operations before depreciation and amortization, acquisition and integration-related costs, restructuring costs, legal settlement charges, impairment charges, and corporate overhead. Contribution income is a financial measure used by the Company when assessing segment performance and is provided in accordance with the Segment Reporting Topic of the FASB ASC. 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 loss from operations for the periods indicated are as follows: Three Months Ended March 31, 2020 2019 (amounts in thousands) Revenue from services: Nurse and Allied Staffing $ 188,233 $ 175,637 Physician Staffing 18,181 16,159 Search 3,650 3,375 $ 210,064 $ 195,171 Contribution income (loss): Nurse and Allied Staffing $ 14,157 $ 14,296 Physician Staffing 631 405 Search (335) (423) 14,453 14,278 Corporate overhead (a) 11,270 12,330 Depreciation and amortization 3,296 2,984 Acquisition and integration-related costs 77 512 Restructuring costs 564 1,140 Loss from operations $ (754) $ (2,688) _______________ (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). In the second quarter of 2019, the Company merged its permanent search recruitment brands. As a result, for the three months ended March 31, 2019, $0.4 million of revenue and $0.1 million of contribution income were reclassified from Nurse and Allied Staffing to Search to conform to the current period presentation. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | 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 a 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, 2020 will not have a material adverse effect on its business, financial condition, results of operations or cash flows. In October 2019, the Company received a grand jury subpoena directed to Advantage On Call whose assets were purchased by Cross Country Healthcare, Inc. in 2017. The subpoena appears to relate to an investigation of home healthcare services and healthcare staffing services. The Company is cooperating with the investigation. Sales and Other State Non-Income Tax Liabilities |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the three months ended March 31, 2020, the Company calculated its effective tax rate based on year-to-date results as opposed to the three months ended March 31, 2019, whereby the Company calculated its effective tax rate estimating its annual effective tax rate. The Company’s effective tax rate for the three months ended March 31, 2020 was negative 11.2% which included immaterial discrete items. The Company's effective tax rate for the three months ended March 31, 2019 was 68.6% including the impact of discrete items and 73.8% excluding discrete items. As a result of the Company's valuation allowance on substantially all of its domestic deferred tax assets, income tax expense for the three months ended March 31, 2020 was primarily impacted by international and state taxes. The Company did not maintain a material valuation allowance during the three months ended March 31, 2019 and, as a result, income tax expense for the three months ended March 31, 2019 was primarily impacted by the non-deductibility of certain per diem expenses, the officers' compensation limitation, and international and state taxes. The Coronavirus Aid, Relief and Economic Security Act, also known as the CARES Act, was signed into law on March 27, 2020. Among other things, the CARES Act provided for an immediate refund of Alternative Minimum Tax credits as compared to the 2017 Tax Act’s scheduled refunds through 2021. Accordingly, an additional $0.3 million is presented as a current income tax receivable within other current assets in the condensed consolidated balance sheets as of March 31, 2020. As of March 31, 2020 and December 31, 2019, the Company had a valuation allowance of $37.3 million. The valuation allowance was recorded against all domestic deferred tax assets not more likely than not to be realized. The Company intends to maintain a valuation allowance until sufficient positive evidence exists to support its reversal. As of March 31, 2020, the Company had approximately $0.7 million of unrecognized tax benefits included in other current liabilities and other long-term liabilities, $6.3 million, net of deferred taxes, which would affect the effective tax rate if recognized. During the three months ended March 31, 2020, the Company had gross increases of $0.3 million to its current year unrecognized tax benefits related to federal and state tax issues. The tax years 2012 through 2019 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The Company has a 68% ownership interest in Cross Country Talent Acquisition Group, LLC, a joint venture between the Company and a hospital system. The Company generated revenue providing staffing services to the hospital system of $5.6 million for both the three months ended March 31, 2020 and 2019. At March 31, 2020 and December 31, 2019, the Company had a receivable balance of $2.2 million and $1.7 million, respectively, and a payable balance of $0.3 million and $0.5 million, respectively. 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 and Chief Executive Officer. Mr. Clark is a minority shareholder in the firm's parent company and is a member of the parent company's Board of Directors. 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, 2020, the Company incurred less than $0.1 million in expenses related to these fees. In the first quarter of 2020, the Company entered into a note payable related to contingent consideration assumed as part of a prior period acquisition. The payees of the note are controlled by an employee of the sellers who remained with the Company. The note payable has a balance of $7.3 million at March 31, 2020. See Note 7 - Debt. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2020 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS On March 12, 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. When elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or transactions. The amendments in this update are effective as of March 12, 2020 through December 31, 2022. As of March 31, 2020, the Company is not impacted by this guidance; however, it will continue to assess the potential impact on its debt contracts and future hedging relationships, if applicable, through the effective period. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes . The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, and should be applied either on a prospective, retrospective, or modified retrospective basis depending on the amendment. Early adoption of the amendments is permitted. The Company is currently in the process of evaluating this standard and expects to adopt the standard in its first quarter of 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Consolidation | 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). The condensed consolidated financial statements include all assets, liabilities, revenue, and expenses of Cross Country Talent Acquisition Group, LLC, which is controlled by the Company but not wholly-owned. The Company records the ownership interest of the noncontrolling shareholder as noncontrolling interest in subsidiary. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all entries necessary for a fair presentation of such unaudited condensed consolidated financial statements have been included. These entries consisted of all normal recurring items. |
Basis of Accounting | The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States 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 United States generally accepted accounting principles (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, 2020. 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, 2019 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission. The December 31, 2019 condensed consolidated balance sheet included herein was derived from the December 31, 2019 audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K. Certain prior year amounts have been reclassified to conform to the current year presentation on the condensed consolidated statements of operations and statements of cash flows, and as presented in Note 3 - Customer Contracts and Note 11 - Segment Data. |
Use of Estimates | 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 current global outbreak of Coronavirus ( COVID-19) |
Restructuring Costs | 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 consolidated statements of operations primarily include employee termination costs and lease-related exit costs. |
Recently Adopted Accounting Pronouncement | Recently Adopted Accounting Pronouncements Effective January 1, 2020, the Company adopted ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The Company has adopted this guidance prospectively with no material impact on its condensed consolidated financial statements. As of the beginning of the first quarter of 2020, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires the use of a forward-looking expected credit loss model for accounts receivable, loans, and other financial instruments. The guidance requires a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which it is effective. The Company has adopted this guidance using the modified retrospective approach related to its accounts receivable, resulting in no cumulative adjustment to retained earnings and no material impact on its condensed consolidated financial statements. See Note 3 - Customer Contracts. |
Allowance for Credit Losses | 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-19, when estimating its allowance for doubtful accounts. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Restructuring and Related 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, 2020 $ 386 $ 1,223 Charged to restructuring costs (a) 212 — Payments (292) (56) Balance at March 31, 2020 $ 306 $ 1,167 ________________ (a) Aside from what is presented in the table above, restructuring costs in the condensed consolidated statements of operations for the three months ended March 31, 2020 also include $0.2 million of legal entity reorganization costs and $0.2 million 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. |
CUSTOMER CONTRACTS (Tables)
CUSTOMER CONTRACTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | 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, 2020 Nurse Physician Search Total Segments (amounts in thousands) Temporary Staffing Services $ 184,949 $ 17,160 $ — $ 202,109 Other Services 3,284 1,021 3,650 7,955 Total $ 188,233 $ 18,181 $ 3,650 $ 210,064 Three Months ended March 31, 2019 Nurse Physician Search Total Segments (amounts in thousands) Temporary Staffing Services $ 172,662 $ 15,154 $ — $ 187,816 Other Services 2,975 1,005 3,375 7,355 Total $ 175,637 $ 16,159 $ 3,375 $ 195,171 |
Schedule of 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: Allowance for Doubtful Accounts (amounts in thousands) Balance at January 1, 2020 $ 2,406 Bad Debt Expense 539 Write-Offs, net of Recoveries (349) Balance at March 31, 2020 $ 2,596 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Components of Numerator and Denominator for Computation of Basic and Diluted 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, 2020 2019 (amounts in thousands, except per share data) Numerator: Net loss attributable to common shareholders - Basic and Diluted $ (2,089) $ (1,767) Denominator: Weighted average common shares - Basic 35,873 35,700 Effect of diluted shares: Share-based awards — — Weighted average common shares - Diluted 35,873 35,700 Net loss per share attributable to common shareholders - Basic and Diluted $ (0.06) $ (0.05) |
GOODWILL, TRADE NAMES, AND OT_2
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquired Intangible Assets | The Company had the following acquired intangible assets: March 31, 2020 December 31, 2019 Gross Accumulated Net Gross Accumulated Net (amounts in thousands) Intangible assets subject to amortization: Databases $ 30,530 $ 13,032 $ 17,498 $ 30,530 $ 12,269 $ 18,261 Customer relationships 49,758 27,447 22,311 49,758 26,596 23,162 Non-compete agreements 320 177 143 320 161 159 Trade names 4,500 1,969 2,531 4,500 1,125 3,375 Other intangible assets, net $ 85,108 $ 42,625 $ 42,483 $ 85,108 $ 40,151 $ 44,957 Intangible assets not subject to amortization: Trade names, indefinite-lived $ 5,900 $ 5,900 |
Estimated Annual Amortization Expense | As of March 31, 2020, estimated annual amortization expense is as follows: Years Ending December 31: (amounts in thousands) 2020 $ 7,214 2021 6,105 2022 6,028 2023 5,926 2024 5,289 Thereafter 11,921 $ 42,483 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | 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, 2020 December 31, 2019 (amounts in thousands) Operating lease right-of-use assets $ 16,263 $ 16,964 Operating lease liabilities - current $ 4,965 $ 4,878 Operating lease liabilities - non-current $ 17,992 $ 19,070 Weighted-average remaining lease term 4.5 years 4.7 years Weighted average discount rate 6.23 % 6.26 % |
Operating Lease Maturity | The table below reconciles the undiscounted cash flows for each of the first five years 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, 2020: Years Ending December 31: (amounts in thousands) 2020 $ 4,582 2021 6,121 2022 5,205 2023 4,757 2024 3,382 Thereafter 2,487 Total minimum lease payments 26,534 Less: amount of lease payments representing interest (3,577) Present value of future minimum lease payments 22,957 Less: current lease obligations (4,965) Non-current lease obligations $ 17,992 |
Lease Costs | The table below provides information regarding supplemental cash flows: Three Months Ended March 31, 2020 2019 (amounts in thousands) Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of operating lease liabilities $ 1,835 $ 1,845 Right-of-use assets obtained in exchange for new operating lease liabilities $ 500 $ 300 The components of lease expense are as follows: Three Months Ended March 31, 2020 2019 (amounts in thousands) Amounts Included in Condensed Consolidated Statements of Operations: Operating lease expense $ 1,523 $ 1,694 Short-term lease expense $ 1,845 $ 2,159 Variable and other lease costs $ 574 $ 718 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Estimated Fair Values of Financial Assets and Liabilities Measured on a Recurring Basis | The table which follows summarizes the estimated fair value of the Company’s financial assets and liabilities measured on a recurring basis: Fair Value Measurements March 31, 2020 December 31, 2019 (amounts in thousands) Financial Assets: (Level 1) Deferred compensation asset $ 719 $ 830 Financial Liabilities: (Level 1) Deferred compensation liability $ 1,768 $ 2,216 (Level 3) Contingent consideration liabilities $ — $ 7,300 |
Schedule of reconciliation of opening and closing balances for fair value measurements categorized within Level 3 | The opening balances of contingent consideration liabilities are reconciled to the closing balances for fair value measurements of these liabilities categorized within Level 3 of the fair value hierarchy are as follows: Three Months Ended March 31, 2020 2019 (amounts in thousands) Balance at beginning of period $ 7,300 $ 7,689 Payments (100) (100) Accretion expense — 247 Valuation adjustment 77 — Reclassification to other current and long-term liabilities (7,277) — Balance at end of period $ — $ 7,836 |
Carrying Amounts and Estimated Fair Values of Significant Financial Instrument that were not Measured at Fair Value | 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, 2020 December 31, 2019 Carrying Fair Carrying Fair Financial Liabilities: (amounts in thousands) (Level 2) Note Payable $ 7,277 $ 7,277 $ — $ — Senior Secured Asset-Based Loan $ 67,648 $ 67,648 $ 70,974 $ 70,974 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Summary of Restricted Stock Activity | The following table summarizes restricted stock awards and performance stock awards activity issued under the 2017 Plan for the three months ended March 31, 2020: Restricted Stock Awards Performance Stock Awards Number of Weighted Number of Target Weighted Unvested restricted stock awards, January 1, 2020 996,794 $ 8.54 364,557 $ 9.66 Granted 703,611 $ 6.74 286,415 $ 6.74 Vested (315,809) $ 8.63 — $ — Forfeited (7,685) $ 7.89 (63,235) $ 14.36 Unvested restricted stock awards, March 31, 2020 1,376,911 $ 7.43 587,737 $ 7.73 |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Information on Operating Segments and Reconciliation to Loss From Operations | Information on operating segments and a reconciliation to loss from operations for the periods indicated are as follows: Three Months Ended March 31, 2020 2019 (amounts in thousands) Revenue from services: Nurse and Allied Staffing $ 188,233 $ 175,637 Physician Staffing 18,181 16,159 Search 3,650 3,375 $ 210,064 $ 195,171 Contribution income (loss): Nurse and Allied Staffing $ 14,157 $ 14,296 Physician Staffing 631 405 Search (335) (423) 14,453 14,278 Corporate overhead (a) 11,270 12,330 Depreciation and amortization 3,296 2,984 Acquisition and integration-related costs 77 512 Restructuring costs 564 1,140 Loss from operations $ (754) $ (2,688) _______________ (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). |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Reserve [Roll Forward] | ||
Charged to restructuring costs | $ 564 | $ 1,140 |
Restructuring costs | 564 | $ 1,140 |
Employee Termination Costs | 2019 Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 386 | |
Charged to restructuring costs | 212 | |
Payments | (292) | |
Ending balance | 306 | |
Restructuring costs | 212 | |
Lease-Related Exit Costs | 2019 Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 1,223 | |
Charged to restructuring costs | 0 | |
Payments | (56) | |
Ending balance | 1,167 | |
Restructuring costs | 0 | |
Legal Entity Reorganization | ||
Restructuring Reserve [Roll Forward] | ||
Charged to restructuring costs | 200 | |
Restructuring costs | 200 | |
Strategic Reduction of Real Estate Footprint | ||
Restructuring Reserve [Roll Forward] | ||
Charged to restructuring costs | 200 | |
Restructuring costs | $ 200 |
CUSTOMER CONTRACTS - Disaggrega
CUSTOMER CONTRACTS - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 210,064 | $ 195,171 |
Temporary Staffing Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 202,109 | 187,816 |
Other Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,955 | 7,355 |
Nurse And Allied Staffing | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 188,233 | 175,637 |
Nurse And Allied Staffing | Temporary Staffing Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 184,949 | 172,662 |
Nurse And Allied Staffing | Other Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,284 | 2,975 |
Physician Staffing | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 18,181 | 16,159 |
Physician Staffing | Temporary Staffing Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 17,160 | 15,154 |
Physician Staffing | Other Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,021 | 1,005 |
Search | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,650 | 3,375 |
Search | Temporary Staffing Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Search | Other Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 3,650 | $ 3,375 |
CUSTOMER CONTRACTS - Additional
CUSTOMER CONTRACTS - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Unbilled contracts receivable | $ 44.7 | $ 46.1 |
Sales allowance, billing-related adjustments | $ 0.7 | $ 0.8 |
CUSTOMER CONTRACTS - Allowance
CUSTOMER CONTRACTS - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Balance at January 1, 2020 | $ 2,406 | |
Bad debt expense | 539 | $ 270 |
Write-Offs, net of Recoveries | (349) | |
Balance at March 31, 2020 | $ 2,596 |
COMPREHENSIVE LOSS (Details)
COMPREHENSIVE LOSS (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||
Loss on currency fluctuations | $ 1.3 | $ 1.3 |
EARNINGS PER SHARE - Components
EARNINGS PER SHARE - Components of Numerator and Denominator for Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net loss attributable to common shareholders - Basic and Diluted | $ (2,089) | $ (1,767) |
Denominator: | ||
Weighted average common shares - Basic (shares) | 35,873 | 35,700 |
Effect of diluted shares: | ||
Share-based awards (shares) | 0 | 0 |
Weighted average common shares - Diluted (shares) | 35,873 | 35,700 |
Net loss per share attributable to common shareholders - Basic and Diluted (in dollars per share) | $ (0.06) | $ (0.05) |
EARNINGS PER SHARE - Additional
EARNINGS PER SHARE - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Shares excluded from diluted weighted average shares (shares) | 454,920 | 97,184 |
GOODWILL, TRADE NAMES, AND OT_3
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 85,108 | $ 85,108 |
Accumulated Amortization | 42,625 | 40,151 |
Intangible assets subject to amortization, net carrying amount | 42,483 | 44,957 |
Trade names, indefinite-lived | 5,900 | 5,900 |
Databases | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 30,530 | 30,530 |
Accumulated Amortization | 13,032 | 12,269 |
Intangible assets subject to amortization, net carrying amount | 17,498 | 18,261 |
Customer relationships | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 49,758 | 49,758 |
Accumulated Amortization | 27,447 | 26,596 |
Intangible assets subject to amortization, net carrying amount | 22,311 | 23,162 |
Non-compete agreements | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 320 | 320 |
Accumulated Amortization | 177 | 161 |
Intangible assets subject to amortization, net carrying amount | 143 | 159 |
Trade names | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,500 | 4,500 |
Accumulated Amortization | 1,969 | 1,125 |
Intangible assets subject to amortization, net carrying amount | $ 2,531 | $ 3,375 |
GOODWILL, TRADE NAMES, AND OT_4
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS - Annual Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 7,214 | |
2021 | 6,105 | |
2022 | 6,028 | |
2023 | 5,926 | |
2024 | 5,289 | |
Thereafter | 11,921 | |
Intangible assets subject to amortization, net carrying amount | $ 42,483 | $ 44,957 |
GOODWILL, TRADE NAMES, AND OT_5
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill [Line Items] | ||
Goodwill | $ 101,066 | $ 101,066 |
Search | ||
Goodwill [Line Items] | ||
Goodwill | 11,900 | |
Search | Maximum | ||
Goodwill [Line Items] | ||
Percentage of fair value in excess of carrying amount | 20.00% | |
Nurse And Allied Staffing | ||
Goodwill [Line Items] | ||
Goodwill | 86,400 | |
Physician Staffing | ||
Goodwill [Line Items] | ||
Goodwill | $ 2,800 |
DEBT - 2019 ABL Credit Agreemen
DEBT - 2019 ABL Credit Agreement (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Oct. 25, 2019 | Mar. 31, 2020 |
Line of Credit Facility [Line Items] | ||||
Line of credit, carrying amount | $ 67,648,000 | $ 70,974,000 | $ 67,648,000 | |
Senior Secured Asset-Based Loan | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit term | 5 years | |||
Maximum borrowing capacity | 119,000,000 | $ 120,000,000 | 119,000,000 | |
Borrowing base, percentage of assets | 85.00% | |||
Accordion provision | $ 30,000,000 | |||
Line of credit, carrying amount | 67,600,000 | 67,600,000 | ||
Letters of credit outstanding | 19,600,000 | 19,600,000 | ||
Borrowing availability | $ 31,800,000 | $ 31,800,000 | ||
Weighted average interest rate | 3.49% | 4.23% | ||
Quarterly commitment fee on the average daily unused portion (percent) | 0.375% | |||
Senior Secured Asset-Based Loan | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Interest margin (percent) | 2.00% | |||
Senior Secured Asset-Based Loan | Base Rate | ||||
Line of Credit Facility [Line Items] | ||||
Interest margin (percent) | 1.00% | |||
Senior Secured Asset-Based Loan, Supplemental Activities Lending | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Interest margin (percent) | 4.00% | |||
Senior Secured Asset-Based Loan, Supplemental Activities Lending | Base Rate | ||||
Line of Credit Facility [Line Items] | ||||
Interest margin (percent) | 3.00% | |||
Swingline Sublimit | Senior Secured Asset-Based Loan | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 15,000,000 | |||
Standby Letters Of Credit Sublimit | Senior Secured Asset-Based Loan | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 35,000,000 |
DEBT - 2017 Credit Facility (De
DEBT - 2017 Credit Facility (Details) - USD ($) $ in Thousands | Mar. 29, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Line of Credit Facility [Line Items] | |||
Payment of debt issuance costs | $ 0 | $ 568 | |
Amended and Restated Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Payment of debt issuance costs | $ 600 | ||
Write off of debt issuance costs | 400 | ||
Amended and Restated Credit Agreement | Term Loan | |||
Line of Credit Facility [Line Items] | |||
Payment for debt prepayment | $ 7,500 |
DEBT - Notes Payable (Details)
DEBT - Notes Payable (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |
Recognition of earnout payment liability | $ 7.4 |
Payment for contingent liability | 0.1 |
Earnout Notes Payable | |
Debt Instrument [Line Items] | |
Notes payable | $ 7.3 |
Interest rate (percent) | 2.00% |
Notes payable, current | $ 4.9 |
Notes payable, noncurrent | 2.4 |
Earnout Notes Payable | Due In Second Quarter 2020 | |
Debt Instrument [Line Items] | |
Notes payable | 2.4 |
Earnout Notes Payable | Due January 31, 2021 | |
Debt Instrument [Line Items] | |
Notes payable | 2.4 |
Earnout Notes Payable | Due January 31, 2022 | |
Debt Instrument [Line Items] | |
Notes payable | $ 2.5 |
LEASES - Balance Sheet Informat
LEASES - Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 16,263 | $ 16,964 |
Operating lease liabilities - current | 4,965 | 4,878 |
Operating lease liabilities - non-current | $ 17,992 | $ 19,070 |
Weighted-average remaining lease term | 4 years 6 months | 4 years 8 months 12 days |
Weighted average discount rate | 6.23% | 6.26% |
LEASES - Undiscounted Cash Flow
LEASES - Undiscounted Cash Flows (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 | $ 4,582 | |
2021 | 6,121 | |
2022 | 5,205 | |
2023 | 4,757 | |
2024 | 3,382 | |
Thereafter | 2,487 | |
Total minimum lease payments | 26,534 | |
Less: amount of lease payments representing interest | (3,577) | |
Present value of future minimum lease payments | 22,957 | |
Less: current lease obligations | (4,965) | $ (4,878) |
Non-current lease obligations | $ 17,992 | $ 19,070 |
LEASES - Other Information (Det
LEASES - Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 1,835 | $ 1,845 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 500 | 300 |
Operating lease expense | 1,523 | 1,694 |
Short-term lease expense | 1,845 | 2,159 |
Variable and other lease costs | $ 574 | $ 718 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value Measurement [Line Items] | |
Recognition of earnout payment liability | $ 7.4 |
Payment for contingent liability | 0.1 |
Earnout Notes Payable | |
Fair Value Measurement [Line Items] | |
Notes payable | $ 7.3 |
Minimum | |
Fair Value Measurement [Line Items] | |
Threshold period, past due for payment of services provided | 15 days |
Maximum | |
Fair Value Measurement [Line Items] | |
Threshold period, past due for payment of services provided | 60 days |
FAIR VALUE MEASUREMENTS - Estim
FAIR VALUE MEASUREMENTS - Estimated Fair values Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Inputs, Level 1 | Investment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation asset | $ 719 | $ 830 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liabilities | 0 | 7,300 |
Deferred compensation liability | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation liability | $ 1,768 | $ 2,216 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of reconciliation of opening and closing balances for fair value measurements categorized within Level 3 (Details) - Contingent Consideration Liabilities - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Convertible Note Derivative Liability | ||
Beginning balance | $ 7,300 | $ 7,689 |
Payments | (100) | (100) |
Accretion expense | 0 | 247 |
Valuation adjustment | 77 | 0 |
Reclassification to other current and long-term liabilities | (7,277) | 0 |
Ending balance | $ 0 | $ 7,836 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Instrument that were not Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Line of credit, carrying amount | $ 67,648 | $ 70,974 |
Senior Secured Asset-Based Loan | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Line of credit, carrying amount | 67,600 | |
Carrying Amount | Fair Value, Inputs, Level 2 | Senior Secured Asset-Based Loan | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Line of credit, carrying amount | 67,648 | 70,974 |
Fair Value | Fair Value, Inputs, Level 2 | Senior Secured Asset-Based Loan | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Line of credit, fair value | 67,648 | 70,974 |
Earnout Notes Payable | Carrying Amount | Fair Value, Inputs, Level 2 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Note payable, carrying amount | 7,277 | 0 |
Earnout Notes Payable | Fair Value | Fair Value, Inputs, Level 2 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Note payable, fair value | $ 7,277 | $ 0 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common shares left remaining to repurchase under the plan (up to) (in shares) | 510,004 | |
Selling, General and Administrative Expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | $ 0.9 | $ 0.5 |
Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Vested in period, net (in shares) | 221,492 | 176,436 |
Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares repurchased and retired (in shares) | 0 | 0 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Restricted Stock and Performance Shares (Details) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Restricted Stock Awards | |
Number of Shares | |
Unvested restricted stock awards, Beginning balance (in shares) | shares | 996,794 |
Granted (in shares) | shares | 703,611 |
Vested (in shares) | shares | (315,809) |
Forfeited (in shares) | shares | (7,685) |
Unvested restricted stock awards, Ending balance (in shares) | shares | 1,376,911 |
Weighted Average Grant Date Fair Value (in usd per share) | |
Unvested restricted stock awards, Beginning balance (in dollars per share) | $ / shares | $ 8.54 |
Granted (in dollars per share) | $ / shares | 6.74 |
Vested (in dollars per share) | $ / shares | 8.63 |
Forfeited (in dollars per share) | $ / shares | 7.89 |
Unvested restricted stock awards, Ending balance (in dollars per share) | $ / shares | $ 7.43 |
Performance Stock Awards | |
Number of Shares | |
Unvested restricted stock awards, Beginning balance (in shares) | shares | 364,557 |
Granted (in shares) | shares | 286,415 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (63,235) |
Unvested restricted stock awards, Ending balance (in shares) | shares | 587,737 |
Weighted Average Grant Date Fair Value (in usd per share) | |
Unvested restricted stock awards, Beginning balance (in dollars per share) | $ / shares | $ 9.66 |
Granted (in dollars per share) | $ / shares | 6.74 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 14.36 |
Unvested restricted stock awards, Ending balance (in dollars per share) | $ / shares | $ 7.73 |
SEGMENT DATA - Narrative (Detai
SEGMENT DATA - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020segment | Mar. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | segment | 3 | |
Nurse And Allied Staffing | ||
Segment Reporting Information [Line Items] | ||
Increase (decrease) in revenue | $ (0.4) | |
Increase (decrease) in contribution income (loss) | (0.1) | |
Search | ||
Segment Reporting Information [Line Items] | ||
Increase (decrease) in revenue | 0.4 | |
Increase (decrease) in contribution income (loss) | $ 0.1 |
SEGMENT DATA - Information on O
SEGMENT DATA - Information on Operating Segments and Reconciliation to Loss From Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue from services | $ 210,064 | $ 195,171 |
Contribution income (loss) | 14,453 | 14,278 |
Corporate overhead | 11,270 | 12,330 |
Depreciation and amortization | 3,296 | 2,984 |
Acquisition and integration-related costs | 77 | 512 |
Restructuring costs | 564 | 1,140 |
Loss from operations | (754) | (2,688) |
Nurse And Allied Staffing | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue from services | 188,233 | 175,637 |
Contribution income (loss) | 14,157 | 14,296 |
Physician Staffing | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue from services | 18,181 | 16,159 |
Contribution income (loss) | 631 | 405 |
Search | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue from services | 3,650 | 3,375 |
Contribution income (loss) | $ (335) | $ (423) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Valuation Allowance [Line Items] | |||
Effective tax rate | 11.20% | 68.60% | |
Effective tax rate, excluding discrete items | 73.80% | ||
Income taxes receivable | $ 0.3 | ||
Unrecognized tax benefits | 0.7 | ||
Unrecognized tax benefits that would impact effective tax rate | 6.3 | ||
Gross increase to current year unrecognized tax benefits related to federal and state tax issues | 0.3 | ||
Domestic Tax Authority | |||
Valuation Allowance [Line Items] | |||
Valuation allowance | $ 37.3 | $ 37.3 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Earnout Notes Payable | |||
Related Party Transaction [Line Items] | |||
Notes payable | $ 7.3 | ||
Cross Country Talent Acquisition Group, LLC | |||
Related Party Transaction [Line Items] | |||
Joint venture, percent ownership | 68.00% | ||
Revenue from related parties | $ 5.6 | $ 5.6 | |
Receivable balance with joint venture | 2.2 | $ 1.7 | |
Payable balance with joint venture | 0.3 | $ 0.5 | |
Chief Executive Officer | Maximum | |||
Related Party Transaction [Line Items] | |||
Related party fees | $ 0.1 |