10-Q 1 ccrn-20220630.htm 10-Q ccrn-20220630
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
———————
FORM 10-Q
———————
 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2022
Or
 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period From _________ to _________
ccrn-20220630_g1.jpg
———————
CROSS COUNTRY HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
———————
Delaware0-3316913-4066229
(State or other jurisdiction of
Incorporation or organization)
Commission
file number
(I.R.S. Employer
Identification Number)
6551 Park of Commerce Boulevard, N.W.
Boca Raton, Florida 33487
(Address of principal executive offices)(Zip Code)
(561) 998-2232
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
———————
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, par value $0.0001 per shareCCRNThe Nasdaq Stock Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:
Large accelerated filer Accelerated filer Non-accelerated filer 
Smaller reporting company  Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 
The registrant had outstanding 38,231,338 shares of common stock, par value $0.0001 per share, as of July 21, 2022.



INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
 
In addition to historical information, this Quarterly Report on Form 10-Q contains statements relating to our future results (including certain projections and business trends) that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the Private Securities Litigation Reform Act of 1995, and are subject to the “safe harbor” created by those sections. Forward-looking statements consist of statements that are predictive in nature, depend upon or refer to future events. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, “suggests”, “appears”, “seeks”, “will”, “could”, and variations of such words and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. These factors include, but are not limited to, the following: the potential impacts of the coronavirus pandemic (COVID) or (COVID-19) on our business, financial condition, and results of operations, our ability to attract and retain qualified nurses, physicians and other healthcare personnel, costs and availability of short-term housing for our travel healthcare professionals, demand for the healthcare services we provide, both nationally and in the regions in which we operate, the functioning of our information systems, the effect of cyber security risks and cyber incidents on our business, the effect of existing or future government regulation and federal and state legislative and enforcement initiatives on our business, our clients’ ability to pay us for our services, our ability to successfully implement our acquisition and development strategies, including our ability to successfully integrate acquired businesses and realize synergies from such acquisitions, the effect of liabilities and other claims asserted against us, the effect of competition in the markets we serve, our ability to successfully defend the Company, its subsidiaries, and its officers and directors on the merits of any lawsuit or determine its potential liability, if any, and other factors set forth in Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (2021 Form 10-K), as filed and updated in our Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (SEC).
 
Although we believe that these statements are based upon reasonable assumptions, we cannot guarantee future results and readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date of this filing. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) our strategy, which is based in part on this analysis, will be successful. Except as may be required by law, the Company undertakes no obligation to update or revise forward-looking statements.
 
All references to “the Company”, “we”, “us”, “our”, or “Cross Country” in this Quarterly Report on Form 10-Q mean Cross Country Healthcare, Inc., and its consolidated subsidiaries.



CROSS COUNTRY HEALTHCARE, INC.
 
INDEX
 
FORM 10-Q
 

i


PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CROSS COUNTRY HEALTHCARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, amounts in thousands)
 June 30,
2022
December 31,
2021
Assets
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 expenses6,774 7,648 
Insurance recovery receivable5,750 5,041 
Other current assets3,594 638 
Total current assets718,323 508,273 
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 assets5,058 7,488 
Goodwill113,360 119,490 
Trade names, indefinite-lived5,900 5,900 
Other intangible assets, net42,863 42,344 
Non-current deferred tax assets8,096 11,525 
Other non-current assets27,120 21,956 
Total assets$938,961 $732,809 
Liabilities and Stockholders' Equity
Current liabilities:  
Accounts payable and accrued expenses$189,805 $109,753 
Accrued compensation and benefits65,409 65,580 
Current portion of debt 4,176 
Operating lease liabilities - current4,145 4,090 
Income tax payable30 7,307 
Current portion of earnout liability7,500 7,500 
Other current liabilities1,769 1,364 
Total current liabilities268,658 199,770 
Long-term debt, less current portion205,376 176,366 
Operating lease liabilities - non-current7,017 10,853 
Non-current deferred tax liabilities222 190 
Long-term accrued claims26,869 25,314 
Non-current earnout liability7,500 9,000 
Other long-term liabilities12,508 13,788 
Total liabilities528,150 435,281 
Commitments and contingencies
Stockholders' equity:  
Common stock4 4 
Additional paid-in capital320,000 321,552 
Accumulated other comprehensive loss(1,335)(1,293)
Retained earnings (accumulated deficit)92,142 (22,735)
Total stockholders' equity410,811 297,528 
Total liabilities and stockholders' equity$938,961 $732,809 

See accompanying notes to the condensed consolidated financial statements
1


CROSS COUNTRY HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, amounts in thousands, except per share data)

 Three Months EndedSix Months Ended
 June 30,June 30,
 2022202120222021
Revenue from services $753,561 $331,827 $1,542,293 $661,068 
Operating expenses: 
Direct operating expenses583,156 259,237 1,197,094 517,013 
Selling, general and administrative expenses86,009 50,344 162,822 96,671 
Bad debt expense3,192 466 5,561 970 
Depreciation and amortization3,481 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 
Total operating expenses674,724 315,926 1,372,824 624,173 
Income from operations78,837 15,901 169,469 36,895 
Other expenses (income):  
Interest expense3,857 1,196 7,378 1,867 
Loss on early extinguishment of debt1,912  1,912  
Other income, net(1,084)(204)(1,092)(241)
Income before income taxes74,152 14,909 161,271 35,269 
Income tax expense21,258 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$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 
Weighted average common shares outstanding:  
Basic37,471 36,625 37,251 36,404 
Diluted37,757 37,203 37,866 37,120 

See accompanying notes to the condensed consolidated financial statements
2


CROSS COUNTRY HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Three Months Ended June 30, 2022 and 2021
(Unaudited, amounts in thousands)
 Common StockAdditional
Paid-In Capital
Accumulated Other
Comprehensive Loss, net
Retained EarningsNoncontrolling Interest in SubsidiaryStockholders’ Equity
SharesDollars
Balances at March 31, 202237,443 $4 $318,125 $(1,304)$39,248 $ $356,073 
Vesting of restricted stock80 — (239)— — — (239)
Equity compensation— — 2,114 — — — 2,114 
Foreign currency translation adjustment, net of taxes— — — (31)— — (31)
Net income— — — — 52,894 — 52,894 
Balances at June 30, 202237,523 $4 $320,000 $(1,335)$92,142 $ $410,811 
 Common StockAdditional
Paid-In Capital
Accumulated Other
Comprehensive Loss, net
(Accumulated Deficit) Retained EarningsNoncontrolling Interest in SubsidiaryStockholders’ Equity
SharesDollars
Balances at March 31, 202136,495 $4 $309,711 $(1,286)$(135,289)$534 $173,674 
Vesting of restricted stock159 — (204)— — — (204)
Equity compensation— — 2,137 — — — 2,137 
Foreign currency translation adjustment, net of taxes— — — (24)— — (24)
Acquisition of WSG308 — 5,000 — — — 5,000 
Net income— — — — 11,548 — 11,548 
Balances at June 30, 202136,962 $4 $316,644 $(1,310)$(123,741)$534 $192,131 





























See accompanying notes to the condensed consolidated financial statements
3







CROSS COUNTRY HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Six Months Ended June 30, 2022 and 2021
(Unaudited, amounts in thousands)
 Common StockAdditional
Paid-In Capital
Accumulated Other
Comprehensive Loss, net
(Accumulated Deficit) Retained EarningsNoncontrolling Interest in SubsidiaryStockholders’ Equity
SharesDollars
Balances at December 31, 202137,024 $4 $321,552 $(1,293)$(22,735)$ $297,528 
Vesting of restricted stock499 — (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 
Balances at June 30, 202237,523 $4 $320,000 $(1,335)$92,142 $ $410,811 
 Common StockAdditional
Paid-In Capital
Accumulated Other
Comprehensive Loss, net
(Accumulated Deficit) Retained EarningsNoncontrolling Interest in SubsidiaryStockholders’ Equity
SharesDollars
Balances at December 31, 202036,177 $4 $310,388 $(1,280)$(154,737)$534 $154,909 
Vesting of restricted stock477 — (2,230)— — — (2,230)
Equity compensation— — 3,486 — — — 3,486 
Foreign currency translation adjustment, net of taxes— — — (30)— — (30)
Acquisition of WSG308 — 5,000 — — — 5,000 
Net income— — — — 30,996 — 30,996 
Balances at June 30, 202136,962 $4 $316,644 $(1,310)$(123,741)$534 $192,131 

See accompanying notes to the condensed consolidated financial statements
4


CROSS COUNTRY HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, amounts in thousands)
 Six Months Ended
 June 30,
 20222021
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 amortization6,200 4,452 
Provision for allowances7,213 1,927 
Deferred income tax expense3,476 2,923 
Non-cash lease expense1,005 1,284 
Impairment charges1,741 2,070 
Loss on early extinguishment of debt1,912  
Equity compensation3,715 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 expenses78,438 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 (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 100,000 
Principal payments on term loan(50,438) 
Debt issuance costs(3,159)(4,465)
Borrowings under Senior Secured Asset-Based revolving credit facility900,112 273,981 
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 activities13,987 53,438 
Effect of exchange rate changes on cash1 (17)
Change in cash and cash equivalents(757)16,527 
Cash and cash equivalents at beginning of period1,036 1,600 
Cash and cash equivalents at end of period$279 $18,127 

See accompanying notes to the condensed consolidated financial statements
5


CROSS COUNTRY HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.    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.



6


2.    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 conditions, including the impact of COVID, when estimating its allowance for doubtful accounts.


7


The opening balance of the allowance for doubtful accounts is reconciled to the closing balance for expected credit losses as follows:
20222021
(amounts in thousands)
Balance at January 1$6,087 $3,416 
Bad Debt Expense2,369 504 
Write-Offs, net of Recoveries(365)(699)
Balance at March 318,091 3,221 
Bad Debt Expense3,192 466 
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 TerminationLease-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.


8


3.    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
And Allied
Staffing
Physician
Staffing
Total Segments
(amounts in thousands)
Temporary Staffing Services$712,090 $21,207 $733,297 
Other Services19,353 911 20,264 
Total$731,443 $22,118 $753,561 
Three Months ended June 30, 2021
Nurse
And Allied
Staffing
Physician
Staffing
Total Segments
(amounts in thousands)
Temporary Staffing Services$308,519 $15,072 $323,591 
Other Services7,669 567 8,236 
Total$316,188 $15,639 $331,827 
Six Months ended June 30, 2022
Nurse
And Allied
Staffing
Physician
Staffing
Total Segments
(amounts in thousands)
Temporary Staffing Services$1,461,537 $43,311 $1,504,848 
Other Services35,486 1,959 37,445 
Total$1,497,023 $45,270 $1,542,293 
Six Months ended June 30, 2021
Nurse
And Allied
Staffing
Physician
Staffing
Total Segments
(amounts in thousands)
Temporary Staffing Services$614,494 $30,478 $644,972 
Other Services14,702 1,394 16,096 
Total$629,196 $31,872 $661,068 
See Note 12 - Segment Data.

4.    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

9


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 receivable11,991 
Other current assets59 
Property and equipment10 
Right-of-use assets1,078 
Goodwill22,066 
Other intangible assets14,200 
Total assets acquired50,361 
Accounts payable and accrued expenses3,562 
Accrued compensation and benefits1,387 
Lease liability - current316 
Lease liability - non-current762 
Earnout liability15,000 
Total liabilities assumed21,027 
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.

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The acquisition was not significant and has been accounted for using the acquisition method of accounting. The pro-forma impact on the Company's consolidated revenue from services and net income, including the pro forma effect of events that are directly attributable to the acquisition, was not significant.

5.    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.

6.    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 EndedSix Months Ended
June 30,June 30,
2022202120222021
(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 - Basic37,471 36,625 37,251 36,404 
Effect of diluted shares:
     Share-based awards286 578 615 716 
Weighted average common shares - Diluted37,757 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 EndedSix Months Ended
June 30,June 30,
2022202120222021
(amounts in thousands)
Share-based awards2202111013

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7.    GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS

The Company had the following acquired intangible assets:
 June 30, 2022December 31, 2021
 Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
(amounts in thousands)
Intangible assets subject to amortization:
Databases$33,430 $20,217 $13,213 $30,530 $18,375 $12,155 
Customer relationships47,738 19,626 28,112 47,738 17,581 30,157 
Non-compete agreements304 303 1 304 272 32 
Trade names30 8 22    
Software1,700 185 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 
20238,051 
20247,399 
20256,840 
20265,632 
Thereafter10,901 
 $42,863 


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The changes in the carrying amount of goodwill by reportable segment are as follows:
Nurse
And Allied
Staffing
Physician
Staffing
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 loss116,683 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 acquired390,316 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. Although 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.











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8.    DEBT

The Company's long-term debt consists of the following:
June 30, 2022December 31, 2021
PrincipalDebt Issuance CostsPrincipalDebt 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 debt208,875 (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 $50.0 million on its term loan. The Company was entitled to determine the application of the prepayment, which was applied to all future amortization payments, with the balance applied to the remaining balloon payment in 2027. As of June 30, 2022, the aggregate schedule for maturities of debt are as follows:
Term LoanSenior Secured Asset-Based Loan
(amounts in thousands)
Through Years Ending December 31:
2022$ $ 
2023  
2024  
2025  
2026  
Thereafter123,875 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.


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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