Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 21, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity Registrant Name | CROSS COUNTRY HEALTHCARE, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 0-33169 | |
Entity Tax Identification Number | 13-4066229 | |
Entity Address, Address Line One | 6551 Park of Commerce Boulevard, N.W. | |
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 $0.0001 per share | |
Trading Symbol | CCRN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 38,231,338 | |
Entity Central Index Key | 0001141103 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 279 | $ 1,036 |
Accounts receivable, net of allowances of $11,896 in 2022 and $6,881 in 2021 | 701,926 | 493,910 |
Prepaid expenses | 6,774 | 7,648 |
Insurance recovery receivable | 5,750 | 5,041 |
Other current assets | 3,594 | 638 |
Total current assets | 718,323 | 508,273 |
Property and equipment, net of accumulated depreciation of $19,240 in 2022 and $17,729 in 2021 | 18,241 | 15,833 |
Operating lease right-of-use assets | 5,058 | 7,488 |
Goodwill | 113,360 | 119,490 |
Trade names, indefinite-lived | 5,900 | 5,900 |
Other intangible assets, net | 42,863 | 42,344 |
Non-current deferred tax assets | 8,096 | 11,525 |
Other non-current assets | 27,120 | 21,956 |
Total assets | 938,961 | 732,809 |
Current liabilities: | ||
Accounts payable and accrued expenses | 189,805 | 109,753 |
Accrued compensation and benefits | 65,409 | 65,580 |
Current portion of debt | 0 | 4,176 |
Operating lease liabilities - current | 4,145 | 4,090 |
Income tax payable | 30 | 7,307 |
Current portion of earnout liability | 7,500 | 7,500 |
Other current liabilities | 1,769 | 1,364 |
Total current liabilities | 268,658 | 199,770 |
Long-term debt, less current portion | 205,376 | 176,366 |
Operating lease liabilities - non-current | 7,017 | 10,853 |
Non-current deferred tax liabilities | 222 | 190 |
Long-term accrued claims | 26,869 | 25,314 |
Non-current earnout liability | 7,500 | 9,000 |
Other long-term liabilities | 12,508 | 13,788 |
Total liabilities | 528,150 | 435,281 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock | 4 | 4 |
Additional paid-in capital | 320,000 | 321,552 |
Accumulated other comprehensive loss | (1,335) | (1,293) |
Retained earnings (accumulated deficit) | 92,142 | (22,735) |
Total stockholders' equity | 410,811 | 297,528 |
Total liabilities and stockholders' equity | $ 938,961 | $ 732,809 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit losses | $ 11,896 | $ 6,881 |
Property and equipment, accumulated depreciation | $ 19,240 | $ 17,729 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue from Contract with Customer, Product and Service [Extensible List] | Service [Member] | Service [Member] | Service [Member] | Service [Member] |
Revenue from services | $ 753,561 | $ 331,827 | $ 1,542,293 | $ 661,068 |
Operating expenses: | ||||
Direct operating expenses | 583,156 | 259,237 | 1,197,094 | 517,013 |
Selling, general and administrative expenses | 86,009 | 50,344 | 162,822 | 96,671 |
Bad debt expense | 3,192 | 466 | 5,561 | 970 |
Depreciation and amortization | 3,481 | 2,199 | 6,200 | 4,452 |
Acquisition and integration-related costs | 0 | 924 | 40 | 924 |
Restructuring (benefits) costs | (1,114) | 835 | (634) | 2,073 |
Impairment charges | 0 | 1,921 | 1,741 | 2,070 |
Total operating expenses | 674,724 | 315,926 | 1,372,824 | 624,173 |
Income from operations | 78,837 | 15,901 | 169,469 | 36,895 |
Other expenses (income): | ||||
Interest expense | 3,857 | 1,196 | 7,378 | 1,867 |
Loss on early extinguishment of debt | 1,912 | 0 | 1,912 | 0 |
Other income, net | (1,084) | (204) | (1,092) | (241) |
Income before income taxes | 74,152 | 14,909 | 161,271 | 35,269 |
Income tax expense | 21,258 | 3,361 | 46,394 | 4,273 |
Net income attributable to common stockholders | 52,894 | 11,548 | 114,877 | 30,996 |
Other comprehensive income: | ||||
Unrealized foreign currency translation loss, net of tax | (31) | (24) | (42) | (30) |
Comprehensive income | $ 52,863 | $ 11,524 | $ 114,835 | $ 30,966 |
Net income per share attributable to common stockholders - Basic (in dollars per share) | $ 1.41 | $ 0.32 | $ 3.08 | $ 0.85 |
Net income per share attributable to common stockholders - Diluted (in dollars per share) | $ 1.40 | $ 0.31 | $ 3.03 | $ 0.84 |
Weighted average common shares outstanding: | ||||
Basic (shares) | 37,471 | 36,625 | 37,251 | 36,404 |
Diluted (shares) | 37,757 | 37,203 | 37,866 | 37,120 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss, net | Retained Earnings | Noncontrolling Interest in Subsidiary |
Beginning balance (shares) at Dec. 31, 2020 | 36,177 | |||||
Beginning balance at Dec. 31, 2020 | $ 154,909 | $ 4 | $ 310,388 | $ (1,280) | $ (154,737) | $ 534 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock (shares) | 477 | |||||
Vesting of restricted stock | (2,230) | (2,230) | ||||
Equity compensation | 3,486 | 3,486 | ||||
Foreign currency translation adjustment, net of taxes | (30) | (30) | ||||
Acquisition of WSG (shares) | 308 | |||||
Acquisition of WSG | 5,000 | 5,000 | ||||
Net income | 30,996 | 30,996 | ||||
Ending balance (shares) at Jun. 30, 2021 | 36,962 | |||||
Ending balance at Jun. 30, 2021 | 192,131 | $ 4 | 316,644 | (1,310) | (123,741) | 534 |
Beginning balance (shares) at Mar. 31, 2021 | 36,495 | |||||
Beginning balance at Mar. 31, 2021 | 173,674 | $ 4 | 309,711 | (1,286) | (135,289) | 534 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock (shares) | 159 | |||||
Vesting of restricted stock | (204) | (204) | ||||
Equity compensation | 2,137 | 2,137 | ||||
Foreign currency translation adjustment, net of taxes | (24) | (24) | ||||
Acquisition of WSG (shares) | 308 | |||||
Acquisition of WSG | 5,000 | 5,000 | ||||
Net income | 11,548 | 11,548 | ||||
Ending balance (shares) at Jun. 30, 2021 | 36,962 | |||||
Ending balance at Jun. 30, 2021 | 192,131 | $ 4 | 316,644 | (1,310) | (123,741) | 534 |
Beginning balance (shares) at Dec. 31, 2021 | 37,024 | |||||
Beginning balance at Dec. 31, 2021 | 297,528 | $ 4 | 321,552 | (1,293) | (22,735) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock (shares) | 499 | |||||
Vesting of restricted stock | (5,267) | (5,267) | ||||
Equity compensation | 3,715 | 3,715 | ||||
Foreign currency translation adjustment, net of taxes | (42) | (42) | ||||
Net income | 114,877 | 114,877 | ||||
Ending balance (shares) at Jun. 30, 2022 | 37,523 | |||||
Ending balance at Jun. 30, 2022 | 410,811 | $ 4 | 320,000 | (1,335) | 92,142 | 0 |
Beginning balance (shares) at Mar. 31, 2022 | 37,443 | |||||
Beginning balance at Mar. 31, 2022 | 356,073 | $ 4 | 318,125 | (1,304) | 39,248 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock (shares) | 80 | |||||
Vesting of restricted stock | (239) | (239) | ||||
Equity compensation | 2,114 | 2,114 | ||||
Foreign currency translation adjustment, net of taxes | (31) | (31) | ||||
Net income | 52,894 | 52,894 | ||||
Ending balance (shares) at Jun. 30, 2022 | 37,523 | |||||
Ending balance at Jun. 30, 2022 | $ 410,811 | $ 4 | $ 320,000 | $ (1,335) | $ 92,142 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Consolidated net income | $ 114,877 | $ 30,996 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 6,200 | 4,452 |
Provision for allowances | 7,213 | 1,927 |
Deferred income tax expense | 3,476 | 2,923 |
Non-cash lease expense | 1,005 | 1,284 |
Impairment charges | 1,741 | 2,070 |
Loss on early extinguishment of debt | 1,912 | 0 |
Equity compensation | 3,715 | 3,486 |
Other non-cash (benefits) costs | (301) | 772 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (215,230) | (76,274) |
Prepaid expenses and other assets | (424) | (64) |
Income taxes | (9,021) | 479 |
Accounts payable and accrued expenses | 78,438 | 22,014 |
Operating lease liabilities | (2,674) | (3,365) |
Other | (1,824) | (122) |
Net cash used in operating activities | (10,897) | (9,422) |
Cash flows from investing activities | ||
Acquisitions, net of cash acquired | 0 | (24,470) |
Purchases of property and equipment | (3,848) | (3,002) |
Net cash used in investing activities | (3,848) | (27,472) |
Cash flows from financing activities | ||
Proceeds from term loan | 0 | 100,000 |
Principal payments on term loan | (50,438) | 0 |
Debt issuance costs | (3,159) | (4,465) |
Borrowings under Senior Secured Asset-Based revolving credit facility | 900,112 | 273,981 |
Repayments on Senior Secured Asset-Based revolving credit facility | (824,312) | (311,400) |
Cash paid for shares withheld for taxes | (5,267) | (2,230) |
Principal payments on note payable | (2,426) | (2,426) |
Other | (523) | (22) |
Net cash provided by financing activities | 13,987 | 53,438 |
Effect of exchange rate changes on cash | 1 | (17) |
Change in cash and cash equivalents | (757) | 16,527 |
Cash and cash equivalents at beginning of period | 1,036 | 1,600 |
Cash and cash equivalents at end of period | $ 279 | $ 18,127 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
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). In the opinion of management, all adjustments necessary for a fair presentation of such unaudited condensed consolidated financial statements have been included. All such adjustments consisted of all normal recurring items, including the elimination of all intercompany transactions and balances. The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These operating results are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the 2021 Form 10-K. The December 31, 2021 condensed consolidated balance sheet included herein was derived from the December 31, 2021 audited consolidated balance sheet included in the 2021 Form 10-K. Certain prior year amounts have been reclassified to conform to the current year presentation. See the condensed consolidated statements of cash flows. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
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 global pandemic using information that is reasonably available to the Company at the time. Significant estimates and assumptions are used for, but not limited to: (i) the valuation of accounts receivable; (ii) goodwill, trade names, and other intangible assets; (iii) other long-lived assets; (iv) revenue recognition; (v) accruals for health, workers’ compensation, and professional liability claims; (vi) valuation of deferred tax assets; (vii) legal contingencies; and (viii) income taxes. Accrued insurance claims and reserves include estimated settlements from known claims and actuarial estimates for claims incurred but not reported. As additional information becomes available to the Company, its future assessment of these estimates , including management's expectations at the time regarding the duration, scope, and severity of the pandemic, as well as other factors, could materially and adversely impact the Company's consolidated financial statements in future reporting periods. Actual results could differ from those estimates. COVID The Company prioritizes the mental health and well-being of its employees, especially in response to the COVID pandemic. While operating primarily through a remote workforce, the Company's offices remain open with stringent safety guidelines and procedures in place. Business travel, including visits to healthcare clients, continues to be somewhat limited at the request of the Company's clients who are continuing to cope with the pandemic twenty-four hours a day/seven days a week. In the second quarter of 2022, average bill rates were down in the mid-single digits as expected, but volumes were stronger as the Company continued to experience high demand across a wide range of specialties spanning the healthcare continuum. Investments in people and technology, along with other improvements the Company has made during the pandemic, have allowed it to quickly respond to high demand levels that it is continuing to see across a wide range of specialties, including operating room, emergency room, pediatrics, labor and delivery, and medical and surgical services, not all of which are directly related to COVID needs. Throughout the pandemic, the Company worked collaboratively with clients on adjusting bill rates in order to adapt to the rapidly changing market conditions. One of the Company's core values is to act ethically and responsibly, and it has been especially important during this pandemic to be transparent and build trust with its clients to re-enforce long-lasting relationships as both demand and bill rates increased to unprecedented levels. Accounts Receivable, net The timing of revenue recognition, billings, and collections results in billed and unbilled accounts receivable from customers, which are classified as accounts receivable on the condensed consolidated balance sheets and are presented net of allowances for doubtful accounts and sales allowances. Estimated revenue for the Company employees', subcontracted employees', and independent contractors’ time worked but not yet billed at June 30, 2022 and December 31, 2021 totaled $217.3 million and $140.0 million, respectively. The Company generally does not require collateral and mitigates its credit risk by performing credit evaluations and monitoring at-risk accounts. The allowance for doubtful accounts is established for losses expected to be incurred on accounts receivable balances. Accounts receivable are written off against the allowance for doubtful accounts when the Company determines amounts are no longer collectible. Judgment is required in the estimation of the allowance and the Company evaluates the collectability of its accounts receivable and contract assets based on a combination of factors. The Company bases its allowance for doubtful account estimates on its historical write-off experience, current conditions, an analysis of the aging of outstanding receivable and customer payment patterns, and specific reserves for customers in adverse condition adjusted for current expectations for the customers or industry. Based on the information currently available, the Company also considered current expectations of future economic condition s, including the impact of COVID, when estimating its allowance for doubtful accounts. The opening balance of the allowance for doubtful accounts is reconciled to the closing balance for expected credit losses as follows: 2022 2021 (amounts in thousands) Balance at January 1 $ 6,087 $ 3,416 Bad Debt Expense 2,369 504 Write-Offs, net of Recoveries (365) (699) Balance at March 31 8,091 3,221 Bad Debt Expense 3,192 466 Write-Offs, net of Recoveries (426) (358) Balance at June 30 $ 10,857 $ 3,329 In addition to the allowance for doubtful accounts, the Company maintains a sales allowance for billing-related adjustments which may arise in the ordinary course of business and adjustments to the reserve are recorded as contra-revenue. The balance of this allowance as of June 30, 2022 and December 31, 2021 was $1.0 million and $0.8 million, respectively. The Company’s contract terms typically require payment between 30 to 60 days from the date of invoice and are considered past due based on the particular negotiated contract terms. The majority of the Company's customers are U.S. based healthcare systems with a significant percentage in acute-care facilities. No single customer accounted for more than 10% of the Company’s revenue for the three and six months ended June 30, 2022 and 2021, or the accounts receivable balance as of June 30, 2022 and December 31, 2021. Restructuring (Benefits) 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 (benefits) costs on the condensed consolidated statements of operations primarily include employee termination costs and lease-related exit costs. Reconciliation of the employee termination costs and lease-related exit costs (benefits) beginning and ending liability balance is presented below: Employee Termination Lease-Related (amounts in thousands) Balance at January 1, 2022 $ 160 $ 2,423 Charged to restructuring — 389 Payments and adjustments (160) (192) Balance at March 31, 2022 — 2,620 Charged to restructuring (a) 200 (1,379) Payments — (202) Balance at June 30, 2022 $ 200 $ 1,039 ________________ (a) Restructuring (benefits) costs in the condensed consolidated statements of operations for the six months ended June 30, 2022 include a benefit of $1.4 million associated with the early termination of one of the Company's corporate offices which was previously restructured. Other costs were immaterial for the six months ended June 30, 2022. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company's revenues from customer contracts are generated from temporary staffing services and other services. Revenue is disaggregated by segment in the following table. Sales and usage-based taxes are excluded from revenue. Three Months ended June 30, 2022 Nurse Physician Total Segments (amounts in thousands) Temporary Staffing Services $ 712,090 $ 21,207 $ 733,297 Other Services 19,353 911 20,264 Total $ 731,443 $ 22,118 $ 753,561 Three Months ended June 30, 2021 Nurse Physician Total Segments (amounts in thousands) Temporary Staffing Services $ 308,519 $ 15,072 $ 323,591 Other Services 7,669 567 8,236 Total $ 316,188 $ 15,639 $ 331,827 Six Months ended June 30, 2022 Nurse Physician Total Segments (amounts in thousands) Temporary Staffing Services $ 1,461,537 $ 43,311 $ 1,504,848 Other Services 35,486 1,959 37,445 Total $ 1,497,023 $ 45,270 $ 1,542,293 Six Months ended June 30, 2021 Nurse Physician Total Segments (amounts in thousands) Temporary Staffing Services $ 614,494 $ 30,478 $ 644,972 Other Services 14,702 1,394 16,096 Total $ 629,196 $ 31,872 $ 661,068 |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Selected On December 16, 2021, the Company purchased and acquired substantially all of the assets and assumed certain liabilities of Selected, Inc. (Selected) for a purchase price of $3.5 million in cash, subject to adjustment, and $1.5 million in shares (or 59,429 shares) of the Company's common stock. The transaction was treated as a purchase of assets for income tax purposes. The sellers were eligible to receive up to an additional $1.5 million in earnout cash consideration, based on Selected's revenues for each of the twelve-month periods ending on the first and second anniversaries of the first day after the closing date. In the second quarter of 2022, the Company determined that the contingent consideration earnout related to the Selected acquisition would not be achieved for 2022 and 2023 and, as a result, the entire liability was reversed. See Note 10 - Fair Value Measurements. The Company assigned the following values to other identifiable intangible assets: (i) an immaterial amount to trade names with a weighted average estimated useful life of 2 years; (ii) $1.7 million to software with a weighted average estimated useful life of 5 years; and (iii) $2.9 million to a database, consisting of education professionals, with a weighted average estimated useful life of 5 years, for a total of $4.6 million in definite life intangible assets with a weighted average estimated useful life of 5 years. The remaining excess purchase price over the fair value of net assets acquired of $0.4 million was recorded as goodwill on the Company's condensed consolidated balance sheets. See Note 7 - Goodwill, Trade Names, and Other Intangible Assets. The acquisition was not significant and has been accounted for using the acquisition method of accounting. Associated immaterial acquisition-related costs incurred have been included in acquisition and integration-related costs on the Company's condensed consolidated statements of operations for the six months ended June 30, 2022. Cross Country Workforce Solutions Group (CCWSG) On June 8, 2021, the Company purchased and acquired substantially all of the assets and assumed certain liabilities of Workforce Solutions Group, Inc. (WSG) for a purchase price of $25.0 million in cash and $5.0 million in shares (or 307,730 shares) of the Company's common stock. The parties agreed to a final net working capital reduction of $1.1 million which was received in the fourth quarter of 2021. The transaction was treated as a purchase of assets for income tax purposes. The sellers are also eligible to receive an earnout based on the business' performance through three years after the acquisition date that could provide up to an additional $15.0 million in cash. The current portion of the liability of $7.5 million is included in current portion of earnout liability and the non-current portion of $7.5 million is included in non-current earnout liability on the condensed consolidated balance sheets. See Note 10 - Fair Value Measurements. The following table summarizes the fair value of the assets acquired and liabilities assumed on June 8, 2021: (amounts in thousands) Cash and cash equivalents $ 957 Accounts receivable 11,991 Other current assets 59 Property and equipment 10 Right-of-use assets 1,078 Goodwill 22,066 Other intangible assets 14,200 Total assets acquired 50,361 Accounts payable and accrued expenses 3,562 Accrued compensation and benefits 1,387 Lease liability - current 316 Lease liability - non-current 762 Earnout liability 15,000 Total liabilities assumed 21,027 Net assets acquired $ 29,334 The Company assigned a value to other identifiable intangible assets of $14.2 million in customer relationships with a weighted average estimated useful life of 11.5 years. The remaining excess purchase price over the fair value of net assets acquired of $22.1 million was recorded as goodwill on the Company's condensed consolidated balance sheets. See Note 7 - Goodwill, Trade Names, and Other Intangible Assets. |
COMPREHENSIVE INCOME
COMPREHENSIVE INCOME | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
COMPREHENSIVE INCOME | COMPREHENSIVE INCOME Total comprehensive income includes net income or loss and foreign currency translation adjustments, net of any related deferred taxes, and is included within the accompanying condensed consolidated statements of operations. Certain of the Company’s foreign subsidiaries use their respective local currency as their functional currency. Assets and liabilities of these operations are translated at the exchange rates in effect on the balance sheet date. Income statement items are translated at the average exchange rates for the period. The cumulative impact of currency fluctuations related to the balance sheet translation is included in accumulated other comprehensive loss in the accompanying condensed consolidated balance sheets and was an unrealized loss of $1.4 million at June 30, 2022 and $1.3 million at December 31, 2021. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
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 Six Months Ended June 30, June 30, 2022 2021 2022 2021 (amounts in thousands, except per share data) Numerator: Net income attributable to common stockholders - Basic and Diluted $ 52,894 $ 11,548 $ 114,877 $ 30,996 Denominator: Weighted average common shares - Basic 37,471 36,625 37,251 36,404 Effect of diluted shares: Share-based awards 286 578 615 716 Weighted average common shares - Diluted 37,757 37,203 37,866 37,120 Net income per share attributable to common stockholders - Basic $ 1.41 $ 0.32 $ 3.08 $ 0.85 Net income per share attributable to common stockholders - Diluted $ 1.40 $ 0.31 $ 3.03 $ 0.84 The following table represents the share-based awards that could potentially dilute net income per share attributable to common stockholders in the future that were not included in the computation of diluted net income per share attributable to common stockholders because to do so would have been anti-dilutive for the periods presented. Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (amounts in thousands) Share-based awards 220 21 110 13 |
GOODWILL, TRADE NAMES, AND OTHE
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
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: June 30, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net (amounts in thousands) Intangible assets subject to amortization: Databases $ 33,430 $ 20,217 $ 13,213 $ 30,530 $ 18,375 $ 12,155 Customer relationships 47,738 19,626 28,112 47,738 17,581 30,157 Non-compete agreements 304 303 1 304 272 32 Trade names 30 8 22 — — — Software 1,700 185 1,515 — — — Other intangible assets, net $ 83,202 $ 40,339 $ 42,863 $ 78,572 $ 36,228 $ 42,344 Intangible assets not subject to amortization: Trade names, indefinite-lived $ 5,900 $ 5,900 As of June 30, 2022, estimated annual amortization expense is as follows: (amounts in thousands) Years Ending December 31: 2022 $ 4,040 2023 8,051 2024 7,399 2025 6,840 2026 5,632 Thereafter 10,901 $ 42,863 The changes in the carrying amount of goodwill by reportable segment are as follows: Nurse Physician Total (amounts in thousands) Balances as of December 31, 2021 Aggregate goodwill acquired $ 396,446 $ 43,405 $ 439,851 Sale of business (9,889) — (9,889) Accumulated impairment loss (269,874) (40,598) (310,472) Goodwill, net of impairment loss 116,683 2,807 119,490 Changes to aggregate goodwill in 2022 Goodwill acquisition adjustment - Selected (a) (6,130) — (6,130) Balances as of June 30, 2022 Aggregate goodwill acquired 390,316 43,405 433,721 Sale of business (9,889) — (9,889) Accumulated impairment loss (269,874) (40,598) (310,472) Goodwill, net of impairment loss $ 110,553 $ 2,807 $ 113,360 ________________ (a) Represents an adjustment to the fair value of the identifiable net assets acquired, with a corresponding offset to goodwill, made during the measurement period related to the acquisition of Selected. See Note 4 - Acquisitions. Goodwill, Trade Names, and Other Intangible Assets Impairment The Company tests reporting units’ goodwill and intangible assets with indefinite lives for impairment annually during the fourth quarter and more frequently if impairment indicators exist. The Company performs quarterly qualitative assessments of significant events and circumstances such as reporting units’ historical and current results, assumptions regarding future performance, strategic initiatives and overall economic factors, including COVID, and macro-economic developments, to determine the existence of potential indicators of impairment and assess if it is more likely than not that the fair value of reporting units or intangible assets is less than their carrying value. If indicators of impairments are identified a quantitative impairment test is performed. As of June 30, 2022 and 2021, 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 utilized in its qualitative testing are reasonable and supportable, including its assumptions on the impact and timing related to COVID, there can be no assurance that the estimates and assumptions management used for purposes of its qualitative assessment as of June 30, 2022 will prove to be accurate predictions of future performance. For its long-lived assets and definite-lived intangible assets, the Company reviews for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. As of June 30, 2022, the Company performed a qualitative assessment of its trade names and other intangible assets and determined it was not more likely than not that their carrying value may not be recoverable. During the six months ended June 30, 2021, the Company wrote off a discontinued software development project, resulting in an immaterial impairment charge. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The Company's long-term debt consists of the following: June 30, 2022 December 31, 2021 Principal Debt Issuance Costs Principal Debt Issuance Costs (amounts in thousands) Term Loan, interest of 7.39% and 6.50% at June 30, 2022 and December 31, 2021, respectively $ 123,875 $ (3,499) $ 174,312 $ (5,396) Senior Secured Asset-Based Loan, interest of 3.12% and 1.60% at June 30, 2022 and December 31, 2021, respectively 85,000 (3,848) 9,200 (991) Note Payable, interest of 2.00% per annum at December 31, 2021 — — 2,426 — Total debt 208,875 (7,347) 185,938 (6,387) Less current portion - Note Payable — — 2,426 — Less current portion - Term Loan — — 1,750 — Long-term debt $ 208,875 $ (7,347) $ 181,762 $ (6,387) As of December 31, 2021, the current portion of the term loan and the note payable are included in current portion of debt on the condensed consolidated balance sheets. The final installment of the note payable, related to contingent consideration assumed as part of a prior period acquisition, was paid in the first quarter of 2022. The Company has elected to present the debt issuance costs associated with its revolving line-of-credit as an asset, which is included in other non-current assets on the condensed consolidated balance sheets. As a result, the long-term debt in the above table will not agree to long-term debt, net of current portion on the condensed consolidated balance sheets herein. Late in the second quarter of 2022, the Company made an optional prepayment of $50.0 million on its term loan. The Company was entitled to determine the application of the prepayment, which was applied to all future amortization payments, with the balance applied to the remaining balloon payment in 2027. As of June 30, 2022, the aggregate schedule for maturities of debt are as follows: Term Loan Senior Secured Asset-Based Loan (amounts in thousands) Through Years Ending December 31: 2022 $ — $ — 2023 — — 2024 — — 2025 — — 2026 — — Thereafter 123,875 85,000 Total $ 123,875 $ 85,000 2021 Term Loan Credit Agreement On June 8, 2021, the Company entered into a Term Loan Credit Agreement (Term Loan Agreement) with certain lenders identified therein (collectively, the Lenders) and Wilmington Trust , National Association as administrative agent and collateral agent, pursuant to which the Lenders extended to the Company a six-year second lien subordinated term loan in the amount of $100.0 million (term loan). The term loan has an interest rate of one-month London Inter-Bank Offered Rate (LIBOR) plus 5.75% per annum, subject to a 0.75% LIBOR floor. The term loan was used to pay the cash consideration, as well as any costs, fees, and expenses in connection with the WSG acquisition (see Note 4 - Acquisitions), with the remainder used to pay down a of the asset based credit facility. Fees paid in connection with the Term Loan Agreement have been included as debt issuance costs and as a reduction to the carrying amount of the term loan and are expected to be amortized to interest expense over the term of the Term Loan Agreement. The borrowings under the Term Loan Agreement generally bear interest at a variable rate based on either LIBOR or Base Rate (as defined in the Term Loan Agreement) and are subject to mandatory prepayments of principal payable in quarterly installments, commencing on September 30, 2021, with each installment being in the aggregate principal amount of $0.3 million (subject to adjustment as a result of prepayments) provided that, to the extent not previously paid, the aggregate unpaid principal balance would be due and payable on the maturity date. The Term Loan Agreement contains various restrictions and covenants applicable to the Company and its subsidiaries, including a covenant to maintain a minimum net leverage ratio. The Company was in compliance with this covenant as of June 30, 2022. Obligations under the Term Loan Agreement are secured by substantially all the assets of the borrowers and guarantors under the Term Loan Agreement, subject to customary exceptions. On November 18, 2021, the Company amended its Term Loan Agreement (Term Loan First Amendment), which provided the Company an incremental term loan in an aggregate amount equal to $75.0 million. Additionally, the Term Loan First Amendment increased the aggregate amount of all increases (as defined in the Term Loan Agreement) to be no greater than $115.0 million. The borrowings will be used primarily to fund organic growth. Commencing on December 31, 2021, installments of the mandatory prepayments will be in the aggregate principal amount of $0.4 million. All other terms, conditions, covenants, and pricing of the Term Loan Agreement remain the same. In conjunction with the Term Loan First Amendment, the Company entered into the Term Loan First Amendment to the Intercreditor Agreement, effective as of November 18, 2021, which sets forth the lien priority, relative rights, and other creditors’ rights issues in respect of the collateral lenders. Aside from its scheduled payments, on June 23, 2022, the Company made an optional prepayment of $50.0 million to reduce interest costs, and paid a prepayment premium of $0.5 million pursuant to the Term Loan Agreement. As a result of the early prepayment, debt issuance costs of $1.4 million were written off in the three months ended June 30, 2022. The prepayment premium and the write-off of debt issuance costs are included as loss on early extinguishment of debt in the condensed consolidated statements of operations. The term loan is secured by a second-priority security interest in the collateral as defined in the ABL Credit Agreement (Loan Agreement) (as described below), and Wells Fargo Bank, National Association as agent, as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, and Fifth Amendment to the Loan Agreement (as described below). The lien priority, relative rights, and other creditors’ rights issues in respect of the collateral lenders are set forth in the Intercreditor Agreement, by and among Wells Fargo Bank, National Association, as first lien agent, and Wilmington Trust, National Association, as second lien agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof dated June 8, 2021 (Intercreditor Agreement). 2019 Loan Agreement Effective October 25, 2019, the Company terminated its commitments under its prior senior credit facility entered into in August 2017 and entered into a Loan Agreement, by and among the Company and certain of its domestic subsidiaries, as borrowers or guarantors, Wells Fargo, PNC Bank N.A., as well as other Lenders (as defined) from time to time parties thereto. The Loan Agreement provides for a five-year revolving senior secured asset-based credit facility (ABL) in the aggregate principal amount of up to $120.0 million (as described below), including a sublimit for swing loans up to $15.0 million and a $35.0 million sublimit for standby letters of credit. On June 30, 2020, the Company amended its Loan Agreement (First Amendment), which increased the current aggregate committed size of the ABL from $120.0 million to $130.0 million. All other terms, conditions, covenants, and pricing of the Loan Agreement remained the same. On March 8, 2021, the Company amended its Loan Agreement (Second Amendment), which increased the current aggregate committed size of the ABL from $130.0 million to $150.0 million, increased certain borrowing base sub-limits, and decreased both the cash dominion event and financial reporting triggers. On June 8, 2021, the Company amended its Loan Agreement (Third Amendment), which permits the incurrence of indebtedness and grant of security as set forth in the Loan Agreement and in accordance with the Intercreditor Agreement, and provides mechanics relating to a transition away from LIBOR as a benchmark interest rate to a replacement alternative benchmark rate or mechanism for loans made in U.S. dollars. On November 18, 2021, the Company amended its Loan Agreement (Fourth Amendment), whereby the permitted indebtedness (as defined in the Loan Agreement), was increased to $175.0 million. On March 21, 2022, the Company amended its Loan Agreement (Fifth Amendment), which increased the current aggregate committed size of the ABL from $150.0 million to $300.0 million, extended the credit facility for an additional five years, and increased certain borrowing base sub-limits. In addition, the agreement provides the option for all or a portion of the borrowings to bear interest at a rate based on the Secured Overnight Financing Rate (SOFR) or Base Rate, at the election of the borrowers, plus an applicable margin. The applicable margin will increase 10 basis points due to the credit spread associated with the transition to SOFR. These amendments were treated as modifications of debt and, as a result, the associated fees and costs were included in debt issuance costs and will be amortized ratably over the remaining term of the Loan Agreement. Availability of the ABL commitments is subject to a borrowing base of up to 85% of secured eligible accounts receivable, subject to adjustment at certain quality levels, minus customary reserves and subject to customary adjustments. Revolving loans and letters of credit issued under the Loan Agreement reduce availability under the ABL on a dollar-for-dollar basis. Availability under the ABL will be used for general corporate purposes. At June 30, 2022, borrowing base availability under the ABL was $300.0 million and the Company had $85.0 million of borrowings drawn, as well as $17.5 million of letters of credit outstanding related to workers' compensation and professional liability policies, leaving $197.5 million of excess availability. As of June 30, 2022, the interest rate spreads and fees under the Loan Agreement were based on SOFR plus 1.60% for the revolving portion of the borrowing base. The Base Rate (as defined by the Loan Agreement) margin would have been 0.50% for the revolving portion . The SOFR and Base Rate margins are subject to monthly pricing adjustments, pursuant to a pricing matrix based on the Company’s excess availability under the revolving credit facility. In addition, the facility is subject to an unused line fee, letter of credit fees, and an administrative fee. The unused line fee is 0.375% of the average daily unused portion of the revolving credit facility. The Loan Agreement contains various restrictions and covenants applicable to the Company and its subsidiaries, including a covenant to maintain a minimum fixed charge coverage ratio. The Company was in compliance with this covenant as of June 30, 2022. Obligations under the ABL are secured by substantially all the assets of the borrowers and guarantors, subject to customary exceptions. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASES The Company's lease population of its right-of-use asset and lease liabilities is substantially related to the rental of office space. The Company enters into lease agreements as a lessee that may include options to extend or terminate early. Some of these real estate leases require variable payments of property taxes, insurance, and common area maintenance, in addition to base rent. Certain of the leases have provisions for free rent months during the lease term and/or escalating rent payments and, particularly for the Company’s longer-term leases for its corporate offices, it has received incentives to enter into the leases, such as receiving up to a specified dollar amount to construct tenant improvements. These leases do not include residual value guarantees, covenants, or other restrictions. Beginning in the second quarter of 2020, in connection with the continuing developments from COVID, the Company expedited restructuring plans and either reduced or fully vacated leased office space. The Company is in the process of seeking to sublet some of the space where possible. The Company did not record any lease-related impairment charges for the three months ended June 30, 2022. The decision and change in the use of space resulted in a right-of-use asset impairment charge of $1.5 million for the three months ended March 31, 2022 and $1.7 million for the three months ended June 30, 2021. This loss was determined by comparing the fair value of the impacted right-of-use assets to the carrying value of the assets as of the impairment measurement date. The fair value of the right-of-use assets was based on the estimated sublease income for the space taking into consideration the time period it will take to obtain a subtenant, the applicable discount rate, and the sublease rate. For the three months ended March 31, 2022 and June 30, 2021, the Company wrote off an immaterial amount of leasehold improvements and other property and equipment related to these locations. The measurement of the right-of-use asset impairments, using the assumptions described, is a Level 3 fair value measurement. See Note 10 - Fair Value Measurements for a description of Level 3 inputs. The table below presents the lease-related assets and liabilities included on the condensed consolidated balance sheets: Classification on Condensed Consolidated Balance Sheets: June 30, 2022 December 31, 2021 (amounts in thousands) Operating lease right-of-use assets $ 5,058 $ 7,488 Operating lease liabilities - current $ 4,145 $ 4,090 Operating lease liabilities - non-current $ 7,017 $ 10,853 June 30, 2022 December 31, 2021 Weighted-average remaining lease term 2.6 years 3.4 years Weighted average discount rate 6.29 % 6.39 % The table below reconciles the undiscounted cash flows for each of, and total of, the remaining years to the operating lease liabilities (which do not include short-term leases) recorded on the condensed consolidated balance sheets as of June 30, 2022: (amounts in thousands) Years Ending December 31: 2022 $ 2,174 2023 5,114 2024 3,020 2025 1,868 Total minimum lease payments 12,176 Less: amount of lease payments representing interest (1,014) Present value of future minimum lease payments 11,162 Less: operating lease liabilities - current (4,145) Operating lease liabilities - non-current $ 7,017 Other Information The table below provides information regarding supplemental cash flows: Six Months Ended June 30, 2022 2021 (amounts in thousands) Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of operating lease liabilities $ 3,135 $ 3,189 Right-of-use assets acquired under operating lease $ 60 $ 1,078 The components of lease expense are as follows: Three Months Ended June 30, 2022 2021 (amounts in thousands) Amounts Included in Condensed Consolidated Statements of Operations: Operating lease expense $ 645 $ 938 Short-term lease expense $ 1,241 $ 641 Variable and other lease costs $ (1,110) $ 751 Six Months Ended June 30, 2022 2021 (amounts in thousands) Amounts Included in Condensed Consolidated Statements of Operations: Operating lease expense $ 1,447 $ 1,852 Short-term lease expense $ 2,385 $ 1,490 Variable and other lease costs $ (353) $ 1,220 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 (benefits) costs in the condensed consolidated statements of operations, depending on the nature of the leased asset. Operating lease expense is reported net of sublease income, which is not material. Variable and other lease costs for the three and six months ended June 30, 2022 include a benefit associated with the early termination of one of the Company's corporate offices which was previously restructured. As of June 30, 2022, the Company does not have any material operating leases which have not yet commenced. The Company has an immaterial amount of finance lease contracts related to other equipment rentals which are not included in the above disclosures. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy was established which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1 —Quoted prices in active markets for identical assets or liabilities. Level 2 —Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Items Measured at Fair Value on a Recurring Basis: The Company’s financial assets/liabilities required to be measured on a recurring basis were its: (i) deferred compensation asset included in other non-current assets; and (ii) deferred compensation liability included in other long-term liabilities on its condensed consolidated balance sheets. Deferred compensation —The Company utilizes Level 1 inputs to value its deferred compensation assets and liabilities. The Company’s deferred compensation assets and liabilities are measured using publicly available indices, as per the plan documents. The estimated fair value of the Company’s financial assets and liabilities measured on a recurring basis is as follows: Fair Value Measurements June 30, 2022 December 31, 2021 (amounts in thousands) Financial Assets: (Level 1) Deferred compensation asset $ 1,181 $ 1,398 Financial Liabilities: (Level 1) Deferred compensation liability $ 2,274 $ 2,457 Items Measured at Fair Value on a Non-Recurring Basis: The Company's non-financial assets, such as goodwill, trade names, other intangible assets, right-of-use assets, and property and equipment, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. The six months ended June 30, 2022 and 2021 included impairment charges to right-of-use assets along with related property and equipment in connection with leases that were vacated. Accordingly, as of June 30, 2022 and 2021, these assets were recorded at fair value using Level 3 inputs. See Note 9 - Leases for more information about these fair value measurements. Other Fair Value Disclosures: Financial instruments not measured or recorded at fair value in the condensed consolidated balance sheets consist of cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses. The estimated fair value of accounts receivable and accounts payable and accrued expenses approximate their carrying amount due to the short-term nature of these instruments. Other financial instruments not measured or recorded at fair value include: (i) note payable, (ii) ABL, (iii) term loan, and (iv) and (v) earnout liabilities, as discussed below. (i) The Company paid the third and final installment on its note payable in the first quarter of 2022. Due to its relatively short-term nature, the carrying value of the note payable approximated its fair value. (ii) The carrying amount of the Company's ABL approximates fair value because the interest rates are variable and reflective of market rates. (iii) The estimated fair value of the Company's term loan was calculated applying an interest rate lattice model using Level 2 inputs from available market information. (iv) Potential earnout payments related to the WSG acquisition are contingent upon meeting certain performance requirements based on 2021 through 2023 performance. The Company performed an analysis using multiple forecasted scenarios to determine the fair value of the earnout liability. The earnout liability's carrying amount approximates fair value and is included in current portion of earnout liability and non-current earnout liability on the condensed consolidated balance sheets. (v) Potential earnout payments related to the Selected acquisition were contingent upon meeting certain performance requirements based on 2022 and 2023 revenues. The earnout liability's carrying amount approximates fair value and was included in current portion of earnout liability and non-current earnout liability on the condensed consolidated balance sheets. In the second quarter of 2022, the Company determined that the contingent consideration earnout related to the Selected acquisition would not be achieved for 2022 and 2023 and, as a result, the entire liability was reversed. See Note 4 - Acquisitions. The carrying amounts and estimated fair value of the Company’s significant financial instruments that were not measured at fair value are as follows: June 30, 2022 December 31, 2021 Carrying Fair Carrying Fair (amounts in thousands) Financial Liabilities: (Level 2) Note Payable $ — $ — $ 2,426 $ 2,426 Senior Secured Asset-Based Loan $ 85,000 $ 85,000 $ 9,200 $ 9,200 Term Loan, net $ 123,875 $ 118,386 $ 174,312 $ 174,845 Earnout Liability (WSG) $ 15,000 $ 15,000 $ 15,000 $ 15,000 Earnout Liability (Selected) $ — $ — $ 1,500 $ 1,500 Concentration of Credit Risk: See discussion of credit losses and allowance for doubtful accounts in Note 2 - Summary of Significant Accounting Policies. Overall, based on the large number of customers in differing geographic areas, primarily throughout the United States and its territories, the Company believes the concentration of credit risk is limited. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Stock Repurchase Program On February 28, 2008, our Board of Directors authorized our most recent stock repurchase program whereby we may purchase up to 1.5 million of our common shares, subject to the terms of our current credit agreements. The shares may be repurchased from time-to-time in the open market and the repurchase program may be discontinued at any time at our discretion. During the six months ended June 30, 2022 and 2021, the Company did not repurchase any shares of its common stock. As of June 30, 2022, the Company has 510,004 shares of common stock under the current share repurchase program available to repurchase, subject to certain conditions in the Company's Loan Agreement and Term Loan Agreement. Share-Based Payments On May 19, 2020, the Company's stockholders approved the Cross Country Healthcare, Inc. 2020 Omnibus Incentive Plan (2020 Plan), which replaced the 2017 Omnibus Incentive Plan (2017 Plan), and applies to awards granted after May 19, 2020. The remaining shares available for grant under the 2017 Plan were cancelled and no further awards will be granted under that plan. The 2020 Plan generally mirrors the terms of the 2017 Plan and includes the following provisions: (i) an aggregate share reserve of 3,000,000 shares; (2) annual dollar and share limits of awards granted to employees and consultants, as well as non-employee directors, based on type of award; (3) awards granted generally will be subject to a minimum one-year vesting schedule; and (4) awards may be granted under the 2020 Plan until March 24, 2030. The following table summarizes restricted stock awards and performance stock awards activity issued under the 2017 Plan and the 2020 Plan (Plans) for the six months ended June 30, 2022: Restricted Stock Awards Performance Stock Awards Number of Weighted Number of Target Weighted Unvested restricted stock awards, January 1, 2022 1,039,455 $ 9.75 522,166 $ 8.64 Granted 283,625 $ 20.69 171,873 $ 18.94 Vested (575,051) $ 9.14 (170,278) $ 7.03 Forfeited (35,117) $ 14.71 (13,877) $ 12.70 Unvested restricted stock awards, June 30, 2022 712,912 $ 14.36 509,884 $ 12.54 Restricted stock awards granted under the Company’s Plans entitle the holder to receive, at the end of a vesting period, a specified number of shares of the Company’s common stock. Share-based compensation expense is measured by the market value of the Company’s stock on the date of grant. Awards granted to non-employee directors under the 2017 Plan, prior to the adoption of the 2020 Plan, vest in three equal installments on the first, second, and third anniversaries of the grant date, while restricted shares granted under the 2020 Plan on and subsequent to June 2020 will vest on the first anniversary of such grant date, or earlier subject to retirement eligibility . In addition, effective in the three months ended June 30, 2020, the Company implemented modified guidelines that provide for accelerated vesting of restricted stock grants on the last date of service when a retirement-eligible director retires. Pursuant to the Plans, the number of target shares that are issued for performance-based stock awards are determined based on the level of attainment of the targets. During the first quarter of 2022, the Company's Compensation Committee of the Board of Directors approved a 120% level of attainment for the 2019 performance-based share awards, resulting in the issuance of 170,278 performance shares that vested on March 31, 2022. During the three and six months ended June 30, 2022, $2.1 million and $3.7 million, respectively, was included in selling, general and administrative expenses related to share-based payments, and a net of 80,200 and 499,700 shares, respectively, of common stock were issued upon the vesting of restricted and performance stock. During the three and six months ended June 30, 2021, $2.1 million and $3.5 million, respectively, was included in selling, general and administrative expenses related to share-based payments, and a net of 159,025 and 476,630 shares, respectively, of common stock were issued upon the vesting of restricted stock. |
SEGMENT DATA
SEGMENT DATA | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | SEGMENT DATA The Company’s segments offer services to its customers as described below: ● Nurse and Allied Staffing – Nurse and Allied Staffing provides traditional staffing, recruiting, and value-added total talent solutions including: temporary and permanent placement of travel and local nurse and allied professionals, managed services programs (MSP) services, education healthcare services, in-home care services, and outsourcing services. In addition, Nurse and Allied Staffing provides retained search services for healthcare professionals, as well as contingent search and recruitment process outsourcing services. Its clients include: public and private acute-care and non-acute care hospitals, government facilities, local and national healthcare plans, managed care providers, public schools and charter schools, outpatient clinics, ambulatory care facilities, physician practice groups, and many other healthcare providers throughout the United States. ● Physician Staffing – Physician Staffing provides physicians in many specialties, as well as certified registered nurse anesthetists, nurse practitioners, and physician assistants as independent contractors on temporary assignments throughout the United States at various healthcare facilities, such as acute and non-acute care facilities, medical group practices, government facilities, and managed care organizations. The Company evaluates performance of each segment primarily based on revenue and contribution income. The Company defines contribution income as income (loss) from operations before depreciation and amortization, acquisition and integration- related costs, restructuring (benefits) costs, legal settlement charges, impairment charges, and corporate overhead. The Company does not evaluate, manage, or measure performance of segments using asset information; accordingly, total asset information by segment is not prepared or disclosed. The information in the following table is derived from the segments’ internal financial information as used for corporate management purposes. Certain corporate expenses are not allocated to and/or among the operating segments. Information on operating segments and a reconciliation to income from operations for the periods indicated are as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (amounts in thousands) Revenue from services: Nurse and Allied Staffing $ 731,443 $ 316,188 $ 1,497,023 $ 629,196 Physician Staffing 22,118 15,639 45,270 31,872 $ 753,561 $ 331,827 $ 1,542,293 $ 661,068 Contribution income: Nurse and Allied Staffing $ 97,567 $ 35,284 $ 207,668 $ 72,701 Physician Staffing 1,220 562 2,985 1,990 98,787 35,846 210,653 74,691 Corporate overhead (a) 17,583 14,066 33,837 28,277 Depreciation and amortization 3,481 2,199 6,200 4,452 Acquisition and integration-related costs — 924 40 924 Restructuring (benefits) costs (1,114) 835 (634) 2,073 Impairment charges — 1,921 1,741 2,070 Income from operations $ 78,837 $ 15,901 $ 169,469 $ 36,895 _______________ (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). |
CONTINGENCIES
CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
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 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 June 30, 2022 will not have a material adverse effect on its business, financial condition, results of operations, or cash flows. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the three and six months ended June 30, 2022, the Company calculated its effective tax rate estimating its annual effective tax rate, as opposed to the three and six months ended June 30, 2021 whereby the Company calculated its effective tax rate based on year-to-date results. The Company’s effective tax rate for the three and six months ended June 30, 2022 was 28.7% and 28.8%, respectively, including the impact of discrete items, and 28.9% and 29.5%, respectively, excluding discrete items. The Company's effective tax rate for the three and six months ended June 30, 2021 was 22.5% and 12.1%, respectively, including the impact of discrete items, and 9.5% and 6.6%, respectively, excluding discrete items. The effective tax rate for the three and six months ended June 30, 2022 was primarily impacted by federal and state taxes. As a result of the Company's valuation allowance on substantially all of its domestic deferred tax assets, the effective tax rate for the three and six months ended June 30, 2021 was primarily impacted by international taxes, state taxes, and additional valuation allowance required as a result of the WSG acquisition. During the fourth quarter of 2021, the Company concluded that it was more likely than not that a benefit from a substantial portion of its United States federal and state deferred tax assets would be realized and released the majority of its valuation allowance. As of June 30, 2022 and December 31, 2021, the Company had an immaterial amount of valuation allowance on its deferred tax assets related to state net operating losses not expected to be realized before expiration. The tax years 2012 through 2021 remain open to examination by certain taxing jurisdictions to which the Company is subject to tax. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The Company has entered into an arrangement for digital marketing services provided by a firm that is related to Mr. Clark, the Company's non-executive Chairman of the Board since April 1, 2022, and the Company's Co-Founder & Chief Executive Officer through March 31, 2022. Mr. Clark is a minority shareholder in the firm's parent company and is a member of the parent company's Board of Directors. Management believes the terms of the arrangement are equivalent to those prevailing in an arm's-length transaction and have been approved by the Company through its related party process. The digital marketing firm manages a limited number of digital publishers covering various Company brands for a monthly management fee. During the three and six months ended June 30, 2022 and 2021, the Company incurred an immaterial amount in expenses. The Company had an immaterial payable balance at June 30, 2022 and December 31, 2021. The Company provides services to entities which are affiliated with certain members of the Company’s Board of Directors. Management believes the services were conducted on terms equivalent to those prevailing in an arm's-length transaction. Revenue related to these transactions was $0.5 million and $0.9 million, respectively, for the three and six months ended June 30, 2022. Revenue was immaterial for the three and six months ended June 30, 2021. Accounts receivable due from these entities was an immaterial amount at June 30, 2022 and December 31, 2021. As a result of the WSG acquisition on June 8, 2021, the Company continues to rent WSG's headquarters. The Chief Executive Officer and Founder of WSG, and currently a business unit president with the Company, is an agent of the lessor. The lease term is from January 1, 2020 through December 31, 2024. The Company paid an immaterial amount in rent expense for these premises for the three and six months ended June 30, 2022 and the month ended June 30, 2021. The Company had an immaterial payable balance at June 30, 2022 and no payable balance at December 31, 2021. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS On October 28, 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities such as deferred revenue acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. Generally, this amendment will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically such amounts were recognized by the acquirer at fair value in acquisition accounting. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The Company is currently in the process of evaluating this standard and expects to adopt this standard in its first quarter of 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business The accompanying condensed consolidated financial statements include the accounts of Cross Country Healthcare, Inc. and its direct and indirect wholly-owned subsidiaries (collectively, the Company). In the opinion of management, all adjustments necessary for a fair presentation of such unaudited condensed consolidated financial statements have been included. All such adjustments consisted of all normal recurring items, including the elimination of all intercompany transactions and balances. |
Basis of Accounting | The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These operating results are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the 2021 Form 10-K. The December 31, 2021 condensed consolidated balance sheet included herein was derived from the December 31, 2021 audited consolidated balance sheet included in the 2021 Form 10-K. |
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 global pandemic using information that is reasonably available to the Company at the time. Significant estimates and assumptions are used for, but not limited to: (i) the valuation of accounts receivable; (ii) goodwill, trade names, and other intangible assets; (iii) other long-lived assets; (iv) revenue recognition; (v) accruals for health, workers’ compensation, and professional liability claims; (vi) valuation of deferred tax assets; (vii) legal contingencies; and (viii) income taxes. Accrued insurance claims and reserves include estimated settlements from known claims and actuarial estimates for claims incurred but not reported. As additional information becomes available to the Company, its future assessment of these estimates , including management's expectations at the time regarding the duration, scope, and severity of the pandemic, as well as other factors, |
Accounts Receivable, net | Accounts Receivable, net The timing of revenue recognition, billings, and collections results in billed and unbilled accounts receivable from customers, which are classified as accounts receivable on the condensed consolidated balance sheets and are presented net of allowances for doubtful accounts and sales allowances. Estimated revenue for the Company employees', subcontracted employees', and independent contractors’ time worked but not yet billed at June 30, 2022 and December 31, 2021 totaled $217.3 million and $140.0 million, respectively. The Company generally does not require collateral and mitigates its credit risk by performing credit evaluations and monitoring at-risk accounts. The allowance for doubtful accounts is established for losses expected to be incurred on accounts receivable balances. Accounts receivable are written off against the allowance for doubtful accounts when the Company determines amounts are no longer collectible. Judgment is required in the estimation of the allowance and the Company evaluates the collectability of its accounts receivable and contract assets based on a combination of factors. The Company bases its allowance for doubtful account estimates on its historical write-off experience, current conditions, an analysis of the aging of outstanding receivable and customer payment patterns, and specific reserves for customers in adverse condition adjusted for current expectations for the customers or industry. Based on the information currently available, the Company also considered current expectations of future economic condition s, including the impact of COVID, when estimating its allowance for doubtful accounts. |
Restructuring (Benefits) Costs | Restructuring (Benefits) 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 (benefits) costs on the condensed consolidated statements of operations primarily include employee termination costs and lease-related exit costs. |
Recently Accounting Pronouncement | On October 28, 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities such as deferred revenue acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. Generally, this amendment will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically such amounts were recognized by the acquirer at fair value in acquisition accounting. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The Company is currently in the process of evaluating this standard and expects to adopt this standard in its first quarter of 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
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: 2022 2021 (amounts in thousands) Balance at January 1 $ 6,087 $ 3,416 Bad Debt Expense 2,369 504 Write-Offs, net of Recoveries (365) (699) Balance at March 31 8,091 3,221 Bad Debt Expense 3,192 466 Write-Offs, net of Recoveries (426) (358) Balance at June 30 $ 10,857 $ 3,329 |
Schedule of Restructuring and Related Costs | Reconciliation of the employee termination costs and lease-related exit costs (benefits) beginning and ending liability balance is presented below: Employee Termination Lease-Related (amounts in thousands) Balance at January 1, 2022 $ 160 $ 2,423 Charged to restructuring — 389 Payments and adjustments (160) (192) Balance at March 31, 2022 — 2,620 Charged to restructuring (a) 200 (1,379) Payments — (202) Balance at June 30, 2022 $ 200 $ 1,039 ________________ (a) Restructuring (benefits) costs in the condensed consolidated statements of operations for the six months ended June 30, 2022 include a benefit of $1.4 million associated with the early termination of one of the Company's corporate offices which was previously restructured. Other costs were immaterial for the six months ended June 30, 2022. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of 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 June 30, 2022 Nurse Physician Total Segments (amounts in thousands) Temporary Staffing Services $ 712,090 $ 21,207 $ 733,297 Other Services 19,353 911 20,264 Total $ 731,443 $ 22,118 $ 753,561 Three Months ended June 30, 2021 Nurse Physician Total Segments (amounts in thousands) Temporary Staffing Services $ 308,519 $ 15,072 $ 323,591 Other Services 7,669 567 8,236 Total $ 316,188 $ 15,639 $ 331,827 Six Months ended June 30, 2022 Nurse Physician Total Segments (amounts in thousands) Temporary Staffing Services $ 1,461,537 $ 43,311 $ 1,504,848 Other Services 35,486 1,959 37,445 Total $ 1,497,023 $ 45,270 $ 1,542,293 Six Months ended June 30, 2021 Nurse Physician Total Segments (amounts in thousands) Temporary Staffing Services $ 614,494 $ 30,478 $ 644,972 Other Services 14,702 1,394 16,096 Total $ 629,196 $ 31,872 $ 661,068 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of the assets acquired and liabilities assumed on June 8, 2021: (amounts in thousands) Cash and cash equivalents $ 957 Accounts receivable 11,991 Other current assets 59 Property and equipment 10 Right-of-use assets 1,078 Goodwill 22,066 Other intangible assets 14,200 Total assets acquired 50,361 Accounts payable and accrued expenses 3,562 Accrued compensation and benefits 1,387 Lease liability - current 316 Lease liability - non-current 762 Earnout liability 15,000 Total liabilities assumed 21,027 Net assets acquired $ 29,334 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of 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 Six Months Ended June 30, June 30, 2022 2021 2022 2021 (amounts in thousands, except per share data) Numerator: Net income attributable to common stockholders - Basic and Diluted $ 52,894 $ 11,548 $ 114,877 $ 30,996 Denominator: Weighted average common shares - Basic 37,471 36,625 37,251 36,404 Effect of diluted shares: Share-based awards 286 578 615 716 Weighted average common shares - Diluted 37,757 37,203 37,866 37,120 Net income per share attributable to common stockholders - Basic $ 1.41 $ 0.32 $ 3.08 $ 0.85 Net income per share attributable to common stockholders - Diluted $ 1.40 $ 0.31 $ 3.03 $ 0.84 |
Schedule of Antidilutive Securities | The following table represents the share-based awards that could potentially dilute net income per share attributable to common stockholders in the future that were not included in the computation of diluted net income per share attributable to common stockholders because to do so would have been anti-dilutive for the periods presented. Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (amounts in thousands) Share-based awards 220 21 110 13 |
GOODWILL, TRADE NAMES, AND OT_2
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Acquired Intangible Assets | The Company had the following acquired intangible assets: June 30, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net (amounts in thousands) Intangible assets subject to amortization: Databases $ 33,430 $ 20,217 $ 13,213 $ 30,530 $ 18,375 $ 12,155 Customer relationships 47,738 19,626 28,112 47,738 17,581 30,157 Non-compete agreements 304 303 1 304 272 32 Trade names 30 8 22 — — — Software 1,700 185 1,515 — — — Other intangible assets, net $ 83,202 $ 40,339 $ 42,863 $ 78,572 $ 36,228 $ 42,344 Intangible assets not subject to amortization: Trade names, indefinite-lived $ 5,900 $ 5,900 |
Schedule of Estimated Annual Amortization Expense | As of June 30, 2022, estimated annual amortization expense is as follows: (amounts in thousands) Years Ending December 31: 2022 $ 4,040 2023 8,051 2024 7,399 2025 6,840 2026 5,632 Thereafter 10,901 $ 42,863 |
Schedule of Changes in Carrying Amount of Goodwill by Segment | The changes in the carrying amount of goodwill by reportable segment are as follows: Nurse Physician Total (amounts in thousands) Balances as of December 31, 2021 Aggregate goodwill acquired $ 396,446 $ 43,405 $ 439,851 Sale of business (9,889) — (9,889) Accumulated impairment loss (269,874) (40,598) (310,472) Goodwill, net of impairment loss 116,683 2,807 119,490 Changes to aggregate goodwill in 2022 Goodwill acquisition adjustment - Selected (a) (6,130) — (6,130) Balances as of June 30, 2022 Aggregate goodwill acquired 390,316 43,405 433,721 Sale of business (9,889) — (9,889) Accumulated impairment loss (269,874) (40,598) (310,472) Goodwill, net of impairment loss $ 110,553 $ 2,807 $ 113,360 ________________ (a) Represents an adjustment to the fair value of the identifiable net assets acquired, with a corresponding offset to goodwill, made during the measurement period related to the acquisition of Selected. See Note 4 - Acquisitions. |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The Company's long-term debt consists of the following: June 30, 2022 December 31, 2021 Principal Debt Issuance Costs Principal Debt Issuance Costs (amounts in thousands) Term Loan, interest of 7.39% and 6.50% at June 30, 2022 and December 31, 2021, respectively $ 123,875 $ (3,499) $ 174,312 $ (5,396) Senior Secured Asset-Based Loan, interest of 3.12% and 1.60% at June 30, 2022 and December 31, 2021, respectively 85,000 (3,848) 9,200 (991) Note Payable, interest of 2.00% per annum at December 31, 2021 — — 2,426 — Total debt 208,875 (7,347) 185,938 (6,387) Less current portion - Note Payable — — 2,426 — Less current portion - Term Loan — — 1,750 — Long-term debt $ 208,875 $ (7,347) $ 181,762 $ (6,387) |
Schedule of Aggregate Scheduled Maturities of Debt | As of June 30, 2022, the aggregate schedule for maturities of debt are as follows: Term Loan Senior Secured Asset-Based Loan (amounts in thousands) Through Years Ending December 31: 2022 $ — $ — 2023 — — 2024 — — 2025 — — 2026 — — Thereafter 123,875 85,000 Total $ 123,875 $ 85,000 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of 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: June 30, 2022 December 31, 2021 (amounts in thousands) Operating lease right-of-use assets $ 5,058 $ 7,488 Operating lease liabilities - current $ 4,145 $ 4,090 Operating lease liabilities - non-current $ 7,017 $ 10,853 June 30, 2022 December 31, 2021 Weighted-average remaining lease term 2.6 years 3.4 years Weighted average discount rate 6.29 % 6.39 % |
Schedule of Operating Lease Maturity | The table below reconciles the undiscounted cash flows for each of, and total of, the remaining years to the operating lease liabilities (which do not include short-term leases) recorded on the condensed consolidated balance sheets as of June 30, 2022: (amounts in thousands) Years Ending December 31: 2022 $ 2,174 2023 5,114 2024 3,020 2025 1,868 Total minimum lease payments 12,176 Less: amount of lease payments representing interest (1,014) Present value of future minimum lease payments 11,162 Less: operating lease liabilities - current (4,145) Operating lease liabilities - non-current $ 7,017 |
Schedule of Lease Costs | The table below provides information regarding supplemental cash flows: Six Months Ended June 30, 2022 2021 (amounts in thousands) Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of operating lease liabilities $ 3,135 $ 3,189 Right-of-use assets acquired under operating lease $ 60 $ 1,078 The components of lease expense are as follows: Three Months Ended June 30, 2022 2021 (amounts in thousands) Amounts Included in Condensed Consolidated Statements of Operations: Operating lease expense $ 645 $ 938 Short-term lease expense $ 1,241 $ 641 Variable and other lease costs $ (1,110) $ 751 Six Months Ended June 30, 2022 2021 (amounts in thousands) Amounts Included in Condensed Consolidated Statements of Operations: Operating lease expense $ 1,447 $ 1,852 Short-term lease expense $ 2,385 $ 1,490 Variable and other lease costs $ (353) $ 1,220 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Estimated Fair Values of Financial Assets and Liabilities Measured on a Recurring Basis | The estimated fair value of the Company’s financial assets and liabilities measured on a recurring basis is as follows: Fair Value Measurements June 30, 2022 December 31, 2021 (amounts in thousands) Financial Assets: (Level 1) Deferred compensation asset $ 1,181 $ 1,398 Financial Liabilities: (Level 1) Deferred compensation liability $ 2,274 $ 2,457 |
Schedule of 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: June 30, 2022 December 31, 2021 Carrying Fair Carrying Fair (amounts in thousands) Financial Liabilities: (Level 2) Note Payable $ — $ — $ 2,426 $ 2,426 Senior Secured Asset-Based Loan $ 85,000 $ 85,000 $ 9,200 $ 9,200 Term Loan, net $ 123,875 $ 118,386 $ 174,312 $ 174,845 Earnout Liability (WSG) $ 15,000 $ 15,000 $ 15,000 $ 15,000 Earnout Liability (Selected) $ — $ — $ 1,500 $ 1,500 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Summary of Restricted Stock Activity | The following table summarizes restricted stock awards and performance stock awards activity issued under the 2017 Plan and the 2020 Plan (Plans) for the six months ended June 30, 2022: Restricted Stock Awards Performance Stock Awards Number of Weighted Number of Target Weighted Unvested restricted stock awards, January 1, 2022 1,039,455 $ 9.75 522,166 $ 8.64 Granted 283,625 $ 20.69 171,873 $ 18.94 Vested (575,051) $ 9.14 (170,278) $ 7.03 Forfeited (35,117) $ 14.71 (13,877) $ 12.70 Unvested restricted stock awards, June 30, 2022 712,912 $ 14.36 509,884 $ 12.54 |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Information on Operating Segments and Reconciliation to Income from Operations | Information on operating segments and a reconciliation to income from operations for the periods indicated are as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (amounts in thousands) Revenue from services: Nurse and Allied Staffing $ 731,443 $ 316,188 $ 1,497,023 $ 629,196 Physician Staffing 22,118 15,639 45,270 31,872 $ 753,561 $ 331,827 $ 1,542,293 $ 661,068 Contribution income: Nurse and Allied Staffing $ 97,567 $ 35,284 $ 207,668 $ 72,701 Physician Staffing 1,220 562 2,985 1,990 98,787 35,846 210,653 74,691 Corporate overhead (a) 17,583 14,066 33,837 28,277 Depreciation and amortization 3,481 2,199 6,200 4,452 Acquisition and integration-related costs — 924 40 924 Restructuring (benefits) costs (1,114) 835 (634) 2,073 Impairment charges — 1,921 1,741 2,070 Income from operations $ 78,837 $ 15,901 $ 169,469 $ 36,895 _______________ (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 - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Unbilled contracts receivable | $ 217.3 | $ 140 |
Sales allowance, billing-related adjustments | $ 1 | $ 0.8 |
Minimum | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Threshold period, past due for payment of services provided | 30 days | |
Maximum | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Threshold period, past due for payment of services provided | 60 days |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||||
Beginning balance | $ 8,091 | $ 6,087 | $ 3,221 | $ 3,416 | $ 6,087 | $ 3,416 |
Bad Debt Expense | 3,192 | 2,369 | 466 | 504 | 5,561 | 970 |
Write-Offs, net of Recoveries | (426) | (365) | (358) | (699) | ||
Ending balance | $ 10,857 | $ 8,091 | $ 3,329 | $ 3,221 | $ 10,857 | $ 3,329 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restructuring (Benefits) Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Reserve [Roll Forward] | |||||
Charged to restructuring | $ (1,114) | $ 835 | $ (634) | $ 2,073 | |
Early termination benefit | 1,400 | ||||
Employee Termination | |||||
Restructuring Reserve [Roll Forward] | |||||
Balance at beginning of period | 0 | $ 160 | 160 | ||
Charged to restructuring | 200 | 0 | |||
Payments and adjustments | (160) | ||||
Payments | 0 | ||||
Balance at end of period | 200 | 0 | 200 | ||
Lease-Related | |||||
Restructuring Reserve [Roll Forward] | |||||
Balance at beginning of period | 2,620 | 2,423 | 2,423 | ||
Charged to restructuring | (1,379) | 389 | |||
Payments and adjustments | (192) | ||||
Payments | (202) | ||||
Balance at end of period | $ 1,039 | $ 2,620 | $ 1,039 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | $ 753,561 | $ 331,827 | $ 1,542,293 | $ 661,068 |
Temporary Staffing Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 733,297 | 323,591 | 1,504,848 | 644,972 |
Other Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 20,264 | 8,236 | 37,445 | 16,096 |
Nurse And Allied Staffing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 731,443 | 316,188 | 1,497,023 | 629,196 |
Nurse And Allied Staffing | Temporary Staffing Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 712,090 | 308,519 | 1,461,537 | 614,494 |
Nurse And Allied Staffing | Other Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 19,353 | 7,669 | 35,486 | 14,702 |
Physician Staffing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 22,118 | 15,639 | 45,270 | 31,872 |
Physician Staffing | Temporary Staffing Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 21,207 | 15,072 | 43,311 | 30,478 |
Physician Staffing | Other Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | $ 911 | $ 567 | $ 1,959 | $ 1,394 |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Dec. 16, 2021 | Jun. 08, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 119,490 | $ 113,360 | ||
Current portion of earnout liability | 7,500 | 7,500 | ||
Non-current earnout liability | 9,000 | 7,500 | ||
Selected, Inc | ||||
Business Acquisition [Line Items] | ||||
Cash consideration, gross | $ 3,500 | |||
Equity consideration for acquisition, value | $ 1,500 | |||
Equity consideration for acquisition (shares) | 59,429 | |||
Earnout liabilities | $ 1,500 | |||
Other intangible assets | $ 4,600 | |||
Weighted average useful life | 5 years | |||
Goodwill | $ 400 | |||
Selected, Inc | Trade names | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets | $ 0 | |||
Weighted average useful life | 2 years | |||
Selected, Inc | Software | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets | $ 1,700 | |||
Weighted average useful life | 5 years | |||
Selected, Inc | Databases | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets | $ 2,900 | |||
Weighted average useful life | 5 years | |||
Workforce Solutions Group, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash consideration, gross | $ 25,000 | |||
Equity consideration for acquisition, value | $ 5,000 | |||
Equity consideration for acquisition (shares) | 307,730 | |||
Earnout liabilities | $ 15,000 | |||
Other intangible assets | 14,200 | |||
Goodwill | $ 22,066 | |||
Net working capital adjustment | $ 1,100 | |||
Contingent consideration liability, term | 3 years | |||
Current portion of earnout liability | 7,500 | |||
Non-current earnout liability | $ 7,500 | |||
Workforce Solutions Group, Inc. | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets | $ 14,200 | |||
Weighted average useful life | 11 years 6 months |
ACQUISITIONS - Recognized Ident
ACQUISITIONS - Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 08, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 113,360 | $ 119,490 | |
Workforce Solutions Group, Inc. | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 957 | ||
Accounts receivable | 11,991 | ||
Other current assets | 59 | ||
Property and equipment | 10 | ||
Right-of-use assets | 1,078 | ||
Goodwill | 22,066 | ||
Other intangible assets | 14,200 | ||
Total assets acquired | 50,361 | ||
Accounts payable and accrued expenses | 3,562 | ||
Accrued compensation and benefits | 1,387 | ||
Lease liability - current | 316 | ||
Lease liability - non-current | 762 | ||
Earnout liability | 15,000 | ||
Total liabilities assumed | 21,027 | ||
Net assets acquired | $ 29,334 |
COMPREHENSIVE INCOME (Details)
COMPREHENSIVE INCOME (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Loss on currency fluctuations | $ 1.4 | $ 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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net income attributable to common stockholders - Basic and Diluted - Basic | $ 52,894 | $ 11,548 | $ 114,877 | $ 30,996 |
Net income attributable to common stockholders - Basic and Diluted - Diluted | $ 52,894 | $ 11,548 | $ 114,877 | $ 30,996 |
Denominator: | ||||
Weighted average common shares - Basic (shares) | 37,471 | 36,625 | 37,251 | 36,404 |
Effect of diluted shares: | ||||
Share-based awards (shares) | 286 | 578 | 615 | 716 |
Weighted average common shares - Diluted (shares) | 37,757 | 37,203 | 37,866 | 37,120 |
Net income per share attributable to common stockholders - Basic (in dollars per share) | $ 1.41 | $ 0.32 | $ 3.08 | $ 0.85 |
Net income per share attributable to common stockholders - Diluted (in dollars per share) | $ 1.40 | $ 0.31 | $ 3.03 | $ 0.84 |
EARNINGS PER SHARE - Anti-dilut
EARNINGS PER SHARE - Anti-dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from diluted weighted average shares (shares) | 220 | 21 | 110 | 13 |
GOODWILL, TRADE NAMES, AND OT_3
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Intangible assets subject to amortization: | ||
Gross Carrying Amount | $ 83,202 | $ 78,572 |
Accumulated Amortization | 40,339 | 36,228 |
Net Carrying Amount | 42,863 | 42,344 |
Intangible assets not subject to amortization: | ||
Trade names, indefinite-lived | 5,900 | 5,900 |
Databases | ||
Intangible assets subject to amortization: | ||
Gross Carrying Amount | 33,430 | 30,530 |
Accumulated Amortization | 20,217 | 18,375 |
Net Carrying Amount | 13,213 | 12,155 |
Customer relationships | ||
Intangible assets subject to amortization: | ||
Gross Carrying Amount | 47,738 | 47,738 |
Accumulated Amortization | 19,626 | 17,581 |
Net Carrying Amount | 28,112 | 30,157 |
Non-compete agreements | ||
Intangible assets subject to amortization: | ||
Gross Carrying Amount | 304 | 304 |
Accumulated Amortization | 303 | 272 |
Net Carrying Amount | 1 | 32 |
Trade names | ||
Intangible assets subject to amortization: | ||
Gross Carrying Amount | 30 | 0 |
Accumulated Amortization | 8 | 0 |
Net Carrying Amount | 22 | 0 |
Software | ||
Intangible assets subject to amortization: | ||
Gross Carrying Amount | 1,700 | 0 |
Accumulated Amortization | 185 | 0 |
Net Carrying Amount | $ 1,515 | $ 0 |
GOODWILL, TRADE NAMES, AND OT_4
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 4,040 | |
2023 | 8,051 | |
2024 | 7,399 | |
2025 | 6,840 | |
2026 | 5,632 | |
Thereafter | 10,901 | |
Net Carrying Amount | $ 42,863 | $ 42,344 |
GOODWILL, TRADE NAMES, AND OT_5
GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS - Goodwill Rollforward (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Aggregate goodwill acquired, beginning balance | $ 439,851 |
Accumulated impairment loss, beginning balance | (310,472) |
Goodwill, net of impairment loss, beginning balance | 119,490 |
Goodwill acquisition adjustment - Selected | (6,130) |
Aggregate goodwill acquired, ending balance | 433,721 |
Accumulated impairment loss, ending balance | (310,472) |
Goodwill, net of impairment loss, ending balance | 113,360 |
Sale of business | |
Goodwill [Roll Forward] | |
Aggregate goodwill acquired, beginning balance | 9,889 |
Aggregate goodwill acquired, ending balance | 9,889 |
Nurse And Allied Staffing | |
Goodwill [Roll Forward] | |
Aggregate goodwill acquired, beginning balance | 396,446 |
Accumulated impairment loss, beginning balance | (269,874) |
Goodwill, net of impairment loss, beginning balance | 116,683 |
Goodwill acquisition adjustment - Selected | (6,130) |
Aggregate goodwill acquired, ending balance | 390,316 |
Accumulated impairment loss, ending balance | (269,874) |
Goodwill, net of impairment loss, ending balance | 110,553 |
Nurse And Allied Staffing | Sale of business | |
Goodwill [Roll Forward] | |
Aggregate goodwill acquired, beginning balance | 9,889 |
Aggregate goodwill acquired, ending balance | 9,889 |
Physician Staffing | |
Goodwill [Roll Forward] | |
Aggregate goodwill acquired, beginning balance | 43,405 |
Accumulated impairment loss, beginning balance | (40,598) |
Goodwill, net of impairment loss, beginning balance | 2,807 |
Goodwill acquisition adjustment - Selected | 0 |
Aggregate goodwill acquired, ending balance | 43,405 |
Accumulated impairment loss, ending balance | (40,598) |
Goodwill, net of impairment loss, ending balance | 2,807 |
Physician Staffing | Sale of business | |
Goodwill [Roll Forward] | |
Aggregate goodwill acquired, beginning balance | 0 |
Aggregate goodwill acquired, ending balance | $ 0 |
DEBT - Long-term Debt (Details)
DEBT - Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 208,875 | $ 185,938 |
Debt Issuance Costs | (7,347) | (6,387) |
Less current portion | 0 | 4,176 |
Long-term debt | $ 208,875 | $ 181,762 |
Term Loan | 2021 Term Loan Credit Agreement | ||
Debt Instrument [Line Items] | ||
Effective interest rate percentage | 7.39% | 6.50% |
Total debt | $ 123,875 | $ 174,312 |
Debt Issuance Costs | (3,499) | (5,396) |
Less current portion | $ 0 | $ 1,750 |
Senior Secured Asset-Based Loan | Senior Secured Asset-Based Loan | ||
Debt Instrument [Line Items] | ||
Effective interest rate percentage | 3.12% | 1.60% |
Total debt | $ 85,000 | $ 9,200 |
Debt Issuance Costs | (3,848) | $ (991) |
Note Payable | Earnout Notes Payable | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 2% | |
Total debt | 0 | $ 2,426 |
Debt Issuance Costs | 0 | 0 |
Less current portion | $ 0 | $ 2,426 |
DEBT - 2021 Term Loan Credit Ag
DEBT - 2021 Term Loan Credit Agreement Narrative (Details) - Term Loan - USD ($) | 3 Months Ended | |||||
Jun. 23, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 08, 2021 | Jun. 30, 2022 | Nov. 18, 2021 | |
2021 Term Loan Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Payment for debt prepayment | $ 50,000,000 | |||||
Debt term | 6 years | |||||
Face amount | $ 100,000,000 | |||||
Quarterly installment amount | $ 400,000 | $ 300,000 | ||||
Prepayment premium paid | $ 500,000 | |||||
Write off of debt issuance costs | $ 1,400,000 | |||||
2021 Term Loan Credit Agreement | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Interest margin percentage | 5.75% | |||||
Interest margin floor percentage | 0.75% | |||||
2021 Term Loan Credit Agreement, Incremental Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 75,000,000 | |||||
2021 Term Loan Credit Agreement, Aggregate Amount of All Possible Increases | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 115,000,000 |
DEBT - Maturities of Debt (Deta
DEBT - Maturities of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Total debt | $ 208,875 | $ 185,938 |
Term Loan | 2021 Term Loan Credit Agreement | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 123,875 | |
Total debt | 123,875 | 174,312 |
Senior Secured Asset-Based Loan | Senior Secured Asset-Based Loan | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 85,000 | |
Total debt | $ 85,000 | $ 9,200 |
DEBT - 2019 Loan Agreement (Det
DEBT - 2019 Loan Agreement (Details) - USD ($) | 6 Months Ended | |||||
Mar. 21, 2022 | Oct. 25, 2019 | Jun. 30, 2022 | Nov. 18, 2021 | Mar. 08, 2021 | Jun. 30, 2020 | |
Line of Credit Facility [Line Items] | ||||||
Amount of indebtedness permitted from other sources | $ 175,000,000 | |||||
Senior Secured Asset-Based Loan | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit term | 5 years | 5 years | ||||
Maximum borrowing capacity | $ 300,000,000 | $ 120,000,000 | $ 150,000,000 | $ 130,000,000 | ||
Basis spread on variable rate, additional credit spread associated with SOFR | 0.10% | |||||
Borrowing base, percentage of assets | 85% | |||||
Borrowing base availability | $ 300,000,000 | |||||
Line of credit, carrying amount | 85,000,000 | |||||
Letters of credit outstanding | 17,500,000 | |||||
Borrowing availability | $ 197,500,000 | |||||
Quarterly commitment fee on the average daily unused portion percentage | 0.375% | |||||
Senior Secured Asset-Based Loan | SOFR | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest margin percentage | 1.60% | |||||
Senior Secured Asset-Based Loan | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest margin percentage | 0.50% | |||||
Senior Secured Asset-Based Loan | Swingline Sublimit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 15,000,000 | |||||
Senior Secured Asset-Based Loan | Standby Letters Of Credit Sublimit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 35,000,000 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | |||
Leasehold improvements, impairment loss | $ 0 | ||
Operating lease, impairment loss | $ 0 | $ 1,500,000 | $ 1,700,000 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 5,058 | $ 7,488 |
Operating lease liabilities - current | 4,145 | 4,090 |
Operating lease liabilities - non-current | $ 7,017 | $ 10,853 |
Weighted-average remaining lease term | 2 years 7 months 6 days | 3 years 4 months 24 days |
Weighted average discount rate | 6.29% | 6.39% |
LEASES - Operating Lease Maturi
LEASES - Operating Lease Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 | $ 2,174 | |
2023 | 5,114 | |
2024 | 3,020 | |
2025 | 1,868 | |
Total minimum lease payments | 12,176 | |
Less: amount of lease payments representing interest | (1,014) | |
Present value of future minimum lease payments | 11,162 | |
Less: operating lease liabilities - current | (4,145) | $ (4,090) |
Operating lease liabilities - non-current | $ 7,017 | $ 10,853 |
LEASES - Lease Costs (Details)
LEASES - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 3,135 | $ 3,189 | ||
Right-of-use assets acquired under operating lease | 60 | 1,078 | ||
Operating lease expense | $ 645 | $ 938 | 1,447 | 1,852 |
Short-term lease expense | 1,241 | 641 | 2,385 | 1,490 |
Variable and other lease costs | $ (1,110) | $ 751 | $ (353) | $ 1,220 |
FAIR VALUE MEASUREMENTS - Estim
FAIR VALUE MEASUREMENTS - Estimated Fair Values of Financial Assets and Liabilities Measured on a Recurring Basis (Details) - Level 1 - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred compensation | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation liability | $ 2,274 | $ 2,457 |
Deferred compensation | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation asset | $ 1,181 | $ 1,398 |
FAIR VALUE MEASUREMENTS - Carry
FAIR VALUE MEASUREMENTS - Carrying Amounts and Estimated Fair Values of Significant Financial Instrument that were not Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 16, 2021 | Jun. 08, 2021 |
Workforce Solutions Group, Inc. | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Earnout liability | $ 15,000 | |||
Selected, Inc | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Earnout liability | $ 1,500 | |||
Level 2 | Carrying Amount | Workforce Solutions Group, Inc. | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Earnout liability | $ 15,000 | $ 15,000 | ||
Level 2 | Carrying Amount | Selected, Inc | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Earnout liability | 0 | 1,500 | ||
Level 2 | Fair Value | Workforce Solutions Group, Inc. | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Earnout liability | 15,000 | 15,000 | ||
Level 2 | Fair Value | Selected, Inc | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Earnout liability | 0 | 1,500 | ||
Level 2 | Senior Secured Asset-Based Loan | Carrying Amount | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Senior Secured Asset-Based Loan | 85,000 | 9,200 | ||
Level 2 | Senior Secured Asset-Based Loan | Fair Value | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Senior Secured Asset-Based Loan | 85,000 | 9,200 | ||
Level 2 | Earnout Notes Payable | Carrying Amount | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Note payable, fair value | 0 | 2,426 | ||
Level 2 | Earnout Notes Payable | Fair Value | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Note payable, fair value | 0 | 2,426 | ||
Level 2 | Term Loan | Carrying Amount | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Note payable, fair value | 123,875 | 174,312 | ||
Level 2 | Term Loan | Fair Value | ||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||
Note payable, fair value | $ 118,386 | $ 174,845 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 shares | Jun. 30, 2021 USD ($) shares | Jun. 30, 2022 USD ($) installment shares | Jun. 30, 2021 USD ($) shares | May 19, 2020 shares | Feb. 28, 2008 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock repurchase program common stock authorized to be purchased (up to) | 1,500,000 | ||||||
Common shares left remaining to repurchase under the plan (up to) (shares) | 510,004 | 510,004 | |||||
Performance attainment percentage | 120% | ||||||
Restricted Stock And Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vested in period, net (shares) | 80,200 | 499,700 | |||||
Performance Stock Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vested (shares) | 170,278 | 170,278 | |||||
Restricted Stock Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vested (shares) | 575,051 | ||||||
Vested in period, net (shares) | 159,025 | 476,630 | |||||
Selling, General and Administrative Expenses | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | $ | $ 2.1 | $ 2.1 | $ 3.7 | $ 3.5 | |||
Omnibus Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares reserved for share-based payments (shares) | 3,000,000 | ||||||
Omnibus Plan | Member of the Board of Directors | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of vesting installments | installment | 3 | ||||||
Omnibus Plan | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares repurchased and retired (shares) | 0 | 0 |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted Stock Activity (Details) - $ / shares | 3 Months Ended | 6 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | |
Restricted Stock Awards | ||
Number of Shares | ||
Unvested restricted stock awards, beginning balance (shares) | 1,039,455 | 1,039,455 |
Granted (shares) | 283,625 | |
Vested (shares) | (575,051) | |
Forfeited (shares) | (35,117) | |
Unvested restricted stock awards, ending balance (shares) | 712,912 | |
Weighted Average Grant Date Fair Value | ||
Unvested restricted stock awards, beginning balance (in dollars per share) | $ 9.75 | $ 9.75 |
Granted (in dollars per share) | 20.69 | |
Vested (in dollars per share) | 9.14 | |
Forfeited (in dollars per share) | 14.71 | |
Unvested restricted stock awards, ending balance (in dollars per share) | $ 14.36 | |
Performance Stock Awards | ||
Number of Shares | ||
Unvested restricted stock awards, beginning balance (shares) | 522,166 | 522,166 |
Granted (shares) | 171,873 | |
Vested (shares) | (170,278) | (170,278) |
Forfeited (shares) | (13,877) | |
Unvested restricted stock awards, ending balance (shares) | 509,884 | |
Weighted Average Grant Date Fair Value | ||
Unvested restricted stock awards, beginning balance (in dollars per share) | $ 8.64 | $ 8.64 |
Granted (in dollars per share) | 18.94 | |
Vested (in dollars per share) | 7.03 | |
Forfeited (in dollars per share) | 12.70 | |
Unvested restricted stock awards, ending balance (in dollars per share) | $ 12.54 |
SEGMENT DATA (Details)
SEGMENT DATA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenue from services | $ 753,561 | $ 331,827 | $ 1,542,293 | $ 661,068 |
Contribution income: | 98,787 | 35,846 | 210,653 | 74,691 |
Corporate overhead | 17,583 | 14,066 | 33,837 | 28,277 |
Depreciation and amortization | 3,481 | 2,199 | 6,200 | 4,452 |
Acquisition and integration-related costs | 0 | 924 | 40 | 924 |
Restructuring (benefits) costs | (1,114) | 835 | (634) | 2,073 |
Impairment charges | 0 | 1,921 | 1,741 | 2,070 |
Income from operations | 78,837 | 15,901 | 169,469 | 36,895 |
Nurse And Allied Staffing | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenue from services | 731,443 | 316,188 | 1,497,023 | 629,196 |
Contribution income: | 97,567 | 35,284 | 207,668 | 72,701 |
Physician Staffing | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenue from services | 22,118 | 15,639 | 45,270 | 31,872 |
Contribution income: | $ 1,220 | $ 562 | $ 2,985 | $ 1,990 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 28.70% | 22.50% | 28.80% | 12.10% |
Effective tax rate, excluding discrete items | 28.90% | 9.50% | 29.50% | 6.60% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Health Care System Affiliated with a Board Member | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 0.5 | $ 0 | $ 0.9 | $ 0 |