CCRN
Cross Country Healthcare INC
NASDAQ
DEF 14A: Cross Country Healthcare Seeks Stockholder Approval for 2024 Omnibus Incentive Plan Amid Strong 2023 Performance
Sentiment:
Proxy Statement
1 April 2024 8:00 AM
Cross Country Healthcare's proxy statement highlights a successful 2023 and proposes a new omnibus incentive plan for continued growth and alignment with stockholder interests.
Worse than expected
The company did not achieve its threshold performance hurdles for Company Annual Adjusted EBITDA or Company Annual Revenue in Fiscal 2023, resulting in no awards for the Objective Bonus component for NEOs.
The company's Fiscal 2023 Adjusted EBITDA margin of 7.2% was below the performance hurdle of 7.5%.
Summary
- Cross Country Healthcare is seeking stockholder approval for its 2024 Omnibus Incentive Plan.
- The company celebrates a resilient 2023, achieving significant financial milestones despite post-COVID-19 challenges.
- Revenue guidance was surpassed in several quarters, with Adjusted EBITDA and EPS within projected ranges.
- The company highlights advancements in technology, including the rollout of Intellify and the relaunch of the Xperience app.
- Impressive growth was experienced across Physician Staffing, Education, and Homecare segments.
- The company exited the year with new business in vendor-neutral and managed service programs.
- The primary focus for the new fiscal year is maximizing returns on investments, expanding the client roster, and enhancing operational efficiency.
- The company has a robust balance sheet with no debt, positioning it for strategic investments and acquisitions.
- Opportunities for additional share repurchases, technology investments, and potential mergers and acquisitions are being explored.
- The company requests stockholder support for Board members, the 2023 executive compensation program, and other items outlined in the proxy.
- The Annual Meeting of Stockholders will be held virtually on May 14, 2024.
- The board recommends voting for the election of directors, ratification of the appointment of Deloitte & Touche LLP, approval of executive compensation, and approval of the 2024 Omnibus Incentive Plan.
- Fiscal 2023 revenue exceeded $2.0 billion, with Adjusted EBITDA of $144.4 million and an Adjusted EBITDA margin of 7.2%.
- The company repurchased 2.34 million shares of Common Stock for $57.6 million in Fiscal 2023.
- The 2024 Omnibus Incentive Plan authorizes the issuance of 2,400,000 shares, plus shares available from the prior plan.
- The company's three-year average burn rate is 1.38%.
Sentiment
Score: 7
Explanation: The document presents a generally positive outlook, highlighting strong financial performance and strategic initiatives. However, it also acknowledges challenges and areas for improvement, resulting in a moderately positive sentiment score.
Positives
- The company achieved significant financial milestones in 2023, surpassing revenue guidance and maintaining Adjusted EBITDA and EPS within projected ranges.
- The company has a robust balance sheet with no debt, positioning it for strategic investments and acquisitions.
- The company is exploring opportunities for additional share repurchases, technology investments, and potential mergers and acquisitions.
- The company's commitment to increasing stockholder value remains unwavering.
- The company has a strong cash flow of $248.5 million in Fiscal 2023.
- The company paid off its term loan and has no outstanding long-term debt.
Negatives
- The company did not achieve its threshold performance hurdles for Company Annual Adjusted EBITDA or Company Annual Revenue in Fiscal 2023, resulting in no awards for the Objective Bonus component for NEOs.
- The company's Fiscal 2023 Adjusted EBITDA margin of 7.2% was below the performance hurdle of 7.5%.
Risks
- The company acknowledges the challenges posed following the COVID-19 pandemic.
- The company faces risks related to cybersecurity, liquidity, operations, credit, regulatory compliance, and fiduciary responsibilities.
- The company is exposed to the risk of health-care professional burnout.
Future Outlook
The company's primary focus remains on maximizing returns on investments, expanding the client roster, and enhancing operational efficiency to bolster margins. The company believes it is well-positioned to pursue strategic investments and acquisitions that align with the evolving needs of its clients, candidates, and employees.
Management Comments
- Reflecting on 2023, Cross Country celebrates a year marked by resilience, innovation, and unwavering commitment to excellence.
- We are dedicated to maintaining profitability through the balancing of investments and cost-saving measures, including the utilization of our India operations.
- Our commitment to increasing stockholder value remains unwavering.
Industry Context
The company operates in the healthcare staffing industry, which is experiencing evolving models reshaping the nature of work globally. The company is focused on diversifying its offerings, embracing technology, and expanding its partnerships with clients and candidates.
Comparison to Industry Standards
- The Compensation Committee benchmarks NEO compensation against a peer group of 12 companies from both the healthcare services and staffing industries, including Addus HomeCare Corporation, Kelly Services, Inc., and AMN Healthcare Services, Inc.
- The company aims to position NEO base salaries and target total direct compensation opportunities at or near the 50th percentile of market values for comparable positions at industry peers.
- The company's three-year average burn rate of 1.38% is a metric used to assess equity usage relative to outstanding shares, which is a common practice in the industry.
Stakeholder Impact
- The company's performance and strategic initiatives impact shareholders, employees, customers, and other stakeholders.
- The company is committed to increasing stockholder value.
- The company aims to provide optimal flexibility, compensation, and support to healthcare and educational talent.
- The company supports its communities through numerous volunteer programs, charitable giving, and other programs.
Next Steps
- Stockholders are requested to vote on the proposals outlined in the proxy statement.
- The company will hold its Annual Meeting of Stockholders on May 14, 2024.
- The company will continue to execute its strategy, focusing on maximizing returns on investments, expanding its client roster, and enhancing operational efficiency.
Related Party Transactions
- Mark Fortunato, son-in-law of Kevin C. Clark, is employed by Cross Country Healthcare, Inc.
- The Company transacts business with Recruitics, a company related to Mr. Clark.
- The Company provided services to ChristianaCare, where Dr. Janice E. Nevin is President and CEO.
Key Dates
- March 18, 2024: Record date for the Annual Meeting of Stockholders
- April 1, 2024: Approximate date of first availability of the Proxy Statement to stockholders
- May 14, 2024: Date of the Annual Meeting of Stockholders
- December 31, 2024: Fiscal year ending date for which Deloitte & Touche LLP is appointed as the independent registered public accounting firm
Keywords
Cross Country Healthcare, Omnibus Incentive Plan, Proxy Statement, Executive Compensation, Stockholders, Financial Performance, Board of Directors, Governance, Healthcare Staffing, Adjusted EBITDA, Revenue, Share Repurchase
CCRN
Cross Country Healthcare INC
NASDAQ
Sector: TBD
Filings with Classifications
Worse than expected
7 May 2025 4:45 PM
Quarterly Report
- Revenue decreased by 22.6% year-over-year.
- Net loss attributable to common stockholders was $0.5 million, compared to a net income of $2.7 million in the same period last year.
Delay expected
7 May 2025 4:45 PM
Quarterly Report
- The closing of the Aya Merger is expected in the second half of 2025, subject to regulatory approvals, indicating a potential delay due to the FTC's Second Request for additional information.
Worse than expected
7 May 2025 4:28 PM
Earnings Release
- Revenue, net income, and adjusted EBITDA were all down year-over-year.
Worse than expected
16 April 2025 4:33 PM
Form 10-K/A Amendment
- The company did not achieve its minimum performance threshold for Company Annual Adjusted EBITDA of $64 million under the Annual Incentive Plan or $50 million pursuant to the additional element added during the year.
- The company slightly exceeded the threshold performance hurdle of $1.33 billion for Company Annual Revenue.
Worse than expected
5 March 2025 4:45 PM
Annual Results
- The company's revenue decreased by 33.5% year-over-year.
- The company experienced a net loss attributable to common stockholders of $14.6 million, compared to a net income of $72.6 million in the previous year.
Delay expected
5 March 2025 4:45 PM
Annual Results
- The company now expects that the Aya Merger will close in the second half of 2025, subject to the satisfaction of other customary closing conditions, including regulatory approvals, a delay from the previously expected first half of 2025.
Worse than expected
5 March 2025 4:25 PM
Earnings Release
- The company's revenue, net income, and adjusted EBITDA all decreased significantly compared to the prior year.
Delay expected
21 February 2025 5:16 PM
Form DEFA14A Filing
- The merger is delayed due to a second request for information from the FTC, pushing the expected closing to the second half of 2025.
Worse than expected
21 February 2025 5:16 PM
Form DEFA14A Filing
- The merger closing is delayed, which is worse than the initially expected timeline.
Worse than expected
21 February 2025 4:58 PM
Current Report (8-K)
- The merger closing is delayed to the second half of 2025 due to the FTC's Second Request.
Delay expected
21 February 2025 4:58 PM
Current Report (8-K)
- The merger between Cross Country Healthcare and Aya Healthcare is now expected to close in the second half of 2025 due to a second request for information from the FTC.
Delay expected
22 January 2025 4:27 PM
Merger Announcement
- The applicable waiting period under the HSR Act was extended to 11:59 p.m Eastern Time on February 20, 2025.
Better than expected
6 January 2025 10:30 PM
Schedule 13D Filing
- The increase in beneficial ownership by a prominent investment firm like Magnetar Capital is generally viewed as a positive signal by the market, indicating confidence in the company's prospects or valuation.
Better than expected
3 January 2025 6:42 PM
Beneficial Ownership Amendment
- The document indicates an increase in beneficial ownership by a significant institutional investor (Magnetar), which is generally perceived as a positive signal of confidence in the company's future prospects.
- Magnetar's stake has grown to 7.20%, indicating a substantial and growing commitment to the company.
Better than expected
4 December 2024 5:16 PM
Merger Announcement
- The acquisition price represents a significant premium for Cross Country shareholders, indicating a better than expected outcome for them.
Better than expected
4 December 2024 4:50 PM
Merger Announcement
- The acquisition includes a substantial premium of 67% and 68% over recent trading prices, indicating a better than expected outcome for shareholders.
Better than expected
4 December 2024 8:50 AM
Merger Announcement
- The acquisition price represents a significant premium of 67% to Cross Country's closing price on December 3, 2024, indicating a better than expected outcome for shareholders.
Worse than expected
7 November 2024 3:59 PM
Quarterly Report
- The company's revenue decreased by 28.8% year-over-year, indicating a worse performance compared to the previous year.
- Net income attributable to common stockholders decreased significantly from $12.8 million to $2.6 million year-over-year, indicating a worse performance compared to the previous year.
- The Nurse and Allied Staffing segment experienced a 33.2% revenue decline, indicating a worse performance compared to the previous year.
Worse than expected
6 November 2024 4:28 PM
Quarterly Report
- The company's revenue, net income, and adjusted EBITDA all decreased significantly year-over-year, indicating worse than expected results.
- The company's gross profit margin also declined, further contributing to the worse than expected results.
Worse than expected
1 August 2024 10:15 AM
Quarterly Report
- The company's revenue decreased by 37% year-over-year.
- The company reported a net loss of $16.1 million compared to a net income of $21.3 million in the same period last year.
- The Nurse and Allied Staffing segment experienced a significant revenue decline of 41.2%.
Worse than expected
31 July 2024 4:26 PM
Quarterly Report
- The company's revenue, net income, and adjusted EBITDA all decreased significantly year-over-year, indicating worse than expected results.
Worse than expected
9 May 2024 4:05 PM
Current Report
- The company is expecting a $20 million bad debt charge, which is a negative impact on their financials.
Worse than expected
2 May 2024 7:12 AM
Quarterly Report
- The company's revenue decreased by 39% year-over-year, indicating a significant downturn in performance.
- Net income attributable to common stockholders decreased substantially from $29.4 million to $2.7 million, reflecting a significant decline in profitability.
Worse than expected
1 May 2024 4:27 PM
Quarterly Report
- The company's revenue, net income, and adjusted EBITDA all decreased significantly year-over-year, indicating worse than expected results.
- The company's gross profit margin also declined, further indicating worse than expected results.
- The company's diluted EPS and adjusted EPS were also significantly lower than the prior year, indicating worse than expected results.
Worse than expected
1 April 2024 8:00 AM
Proxy Statement
- The company did not achieve its threshold performance hurdles for Company Annual Adjusted EBITDA or Company Annual Revenue in Fiscal 2023, resulting in no awards for the Objective Bonus component for NEOs.
- The company's Fiscal 2023 Adjusted EBITDA margin of 7.2% was below the performance hurdle of 7.5%.
Worse than expected
22 February 2024 6:05 PM
Annual Results
- The company's revenue decreased by 28% year-over-year, indicating worse than expected results.
- Net income attributable to common stockholders decreased significantly, indicating worse than expected results.
Worse than expected
21 February 2024 4:24 PM
Quarterly Report
- The company's revenue, net income, and adjusted EBITDA all decreased significantly year-over-year, indicating worse than expected results.
- The company's guidance for Q1 2024 also indicates a continued decline in financial performance.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.