0001628280-23-004859 | 10-K | XBRL Viewer | Cross Country Healthcare INC

Leases

12 Months Ended

Dec. 31, 2022

The Company's lease population of its right-of-use assets 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. See Note 2 - Summary of Significant Accounting Policies.

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 decision and change in the use of space resulted in a right-of-use asset impairment charge of $2.8 million, $1.7 million, and $4.5 million for the years ended December 31, 2022, 2021, and 2020, respectively. 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 years ended December 31, 2022 and 2020, respectively, the Company wrote off a total of $0.9 million and $1.0 million of leasehold improvements and other property and equipment related to these locations, and wrote off an immaterial amount in 2021. 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 consolidated balance sheets:


Classification on Consolidated Balance Sheets:	December 31, 2022			December 31, 2021
	(amounts in thousands)
Operating lease right-of-use assets	$	3,254		$	7,488
Operating lease liabilities - current	$	4,132		$	4,090
Operating lease liabilities - non-current	$	4,880		$	10,853

	December 31, 2022			December 31, 2021
Weighted average remaining lease term	2.3 years			3.4 years
Weighted average discount rate	6.31		%	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 consolidated balance sheets as of December 31, 2022:


Years Ending December 31:	(amounts in thousands)
2023	$	4,567
2024	3,098
2025	1,942
2026	69
2027	47

Total minimum lease payments	9,723
Less: amount of lease payments representing interest	(711)
Present value of future minimum lease payments	9,012
Less: operating lease liabilities - current	(4,132)
Operating lease liabilities - non-current	$	4,880

Other Information

The table below provides information regarding supplemental cash flows:


	Year Ended December 31,
	2022		2021		2020
	(amounts in thousands)
Supplemental Cash Flow Information:
Cash paid for amounts included in the measurement of operating lease liabilities	$	5,753	$	6,150	$	7,111
Right-of-use assets acquired under operating lease	$	473	$	1,059	$	1,587

The components of lease expense are as follows:


	Year Ended December 31,
	2022		2021		2020
	(amounts in thousands)
Amounts Included in Consolidated Statements of Operations and Comprehensive Income (Loss):
Operating lease expense	$	2,550	$	3,538	$	4,874
Short-term lease expense	$	5,114	$	3,695	$	5,217
Variable and other lease costs	$	2,195	$	1,957	$	1,919

Operating lease expense, short-term lease expense, and variable and other lease costs are included in selling, general and administrative expenses, direct operating expenses, and restructuring costs in the consolidated statements of operations and comprehensive income (loss), 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 year ended December 31, 2022 include a benefit associated with the early termination of a lease for one of the Company's corporate offices which was previously restructured.

As of December 31, 2022, the Company did not have any material operating leases which had 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.

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2022

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (Unaudited)

The following tables contain selected unaudited statements of operations and comprehensive income (loss) information for each quarter of 2022 and 2021. The following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period.


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2022	(amounts in thousands, except per share data)
Revenue from services	$	788,732	$	753,561	$	636,098	$	628,218

Gross profit(a)	174,794		170,405		143,545		138,942






Net income attributable to common stockholders	61,983		52,894		34,793		38,791




Net income per share attributable to common stockholders - Basic(b)	$	1.67	$	1.41	$	0.94	$	1.06




Net income per share attributable to common stockholders - Diluted(b)	$	1.63	$	1.40	$	0.93	$	1.05


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2021	(amounts in thousands, except per share data)
Revenue from services	$	329,241	$	331,827	$	374,905	$	640,679

Gross profit(a)	71,465		72,590		83,794		147,150






Net income attributable to common stockholders	19,448		11,548		23,433		77,573




Net income per share attributable to common stockholders - Basic(b)	$	0.54	$	0.32	$	0.63	$	2.10




Net income per share attributable to common stockholders - Diluted (b)	$	0.53	$	0.31	$	0.62	$	2.07

________________

(a) Excludes depreciation and amortization.

(b) The sum of the quarterly per share amounts may not equal amounts reported for year-to-date due to the effects of rounding and changes in the number of weighted average shares outstanding used in the calculation.

The following items are the most significant items that impact the comparability and presentation of our consolidated data:

•During the first and third quarters of 2022, the Company recorded impairment charges of $1.7 million and $2.0 million, respectively, related to right-of-use assets and related property in connection with vacated leases, and $1.9 million related to the write-off of a discontinued IT project in the third quarter. During the second quarter of 2021, the Company recorded impairment charges of $1.9 million related to ceasing use of certain leased properties. See Note 5 - Goodwill, Trade Names, and Other Intangible Assets and Note 9 - Leases.

•On December 13, 2022, the Company acquired Hireup Leadership Inc. and on October 3, 2022, the Company acquired Mint Medical Physician Staffing, LP and Lotus Medical Staffing LLC. On December 16, 2021, the Company acquired Selected, Inc. and on June 8, 2021, the Company acquired Workforce Solutions Group, Inc. The acquisitions were not material and have been accounted for using the acquisition method. The results of the acquisitions' operations have been included in the consolidated statements of operations and comprehensive income (loss) from their dates of acquisition. See Note 4 - Acquisitions.

•The Company incurred restructuring costs primarily comprised of employee termination costs, lease-related exit costs, and reorganization costs as part of planned cost savings initiatives. In the first and fourth quarters of 2022, the Company recorded immaterial expenses, recorded a benefit of $1.1 million associated with the early termination of the lease for one of the Company's corporate offices in the second quarter, which was previously restructured, and recorded expenses in the third quarter of $2.5 million. In the first quarter of 2021, the Company recorded expenses of $1.2 million, recorded expenses in the second quarter of $0.8 million, and recorded immaterial expenses in the third and fourth quarter.

•The Company recorded loss on early extinguishment of debt of $1.9 million and $1.8 million, respectively, consisting of a prepayment premium and the write-off of debt issuance costs related to the optional prepayments on its term loan made in the second and fourth quarters of 2022. See Note 8 - Debt.

•During the second quarter of 2022, the Company recognized a gain on lease termination of $1.1 million as a result of the early termination of the lease for one of the Company's corporate offices.

•During the third quarter of 2021, the Company entered into an agreement for the reimbursement of $1.6 million in legal fees incurred in 2020 and 2021, which were collected in the fourth quarter of 2021, related to a previously-disclosed grand jury subpoena.

•In the fourth quarter of 2021, the Company benefited from a $37.5 million reversal of valuation allowance on its net deferred tax assets. This reversal resulted in increased income tax expense in all quarters of 2022. See Note 13 - Income Taxes.

Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

The Company's long-term debt consists of the following:


	December 31, 2022				December 31, 2021
	Principal		Debt Issuance Costs		Principal		Debt Issuance Costs
	(amounts in thousands)
Term Loan, interest of 10.14% and 6.50% at December 31, 2022 and December 31, 2021, respectively	$	73,875	$	(1,940)	$	174,312	$	(5,396)
Senior Secured Asset-Based Loan, interest of 5.90% and 1.60% at December 31, 2022 and December 31, 2021, respectively	76,800		(3,437)		9,200		(991)
Note Payable, interest of 2.00% per annum at December 31, 2021	—		—		2,426		—
Total debt	150,675		(5,377)		185,938		(6,387)
Less current portion - note payable	—		—		2,426		—
Less current portion - term loan	—		—		1,750		—
Long-term debt	$	150,675	$	(5,377)	$	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 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 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 consolidated balance sheets herein.

In addition to its scheduled payments, on June 23, 2022 and October 26, 2022, the Company made optional prepayments on its term loan of $50.0 million, totaling $100.0 million, to reduce interest costs. The Company was entitled to determine the application of the prepayments, which were applied to all future amortization payments, with the balance applied to the remaining balloon payment in 2027. As of December 31, 2022, the aggregate schedule for maturities of debt are as follows:


	Term Loan		Senior Secured Asset-Based Loan
Through Years Ending December 31:	(amounts in thousands)
2023	$	—	$	—
2024	—		—
2025	—		—
2026	—		—
2027	73,875		—
Thereafter	—		76,800
Total	$	73,875	$	76,800

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 portion 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 December 31, 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 (as defined below), 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.

The Term Loan Agreement also contains customary events of default. If an event of default under the Term Loan Agreement occurs and is continuing, then the administrative agent or the requisite Lenders may declare any outstanding obligations under the Term Loan Agreement to be immediately due and payable. In addition, the Company or any of its subsidiaries becoming the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, constitutes an event of default under the Term Loan Agreement.

In addition to its scheduled payments, on June 23, 2022 and October 26, 2022, the Company made optional prepayments of $50.0 million, totaling $100.0 million, to reduce interest costs, and incurred prepayment premiums of $1.0 million pursuant to the Term Loan Agreement. As a result of the early prepayments, debt issuance costs of $1.4 million and $1.3 million were written off in the second and fourth quarters of 2022, respectively. The prepayment premiums and the write-off of debt issuance costs are included as loss on early extinguishment of debt in the consolidated statements of operations and comprehensive income (loss).

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 (each as defined below) to the Loan Agreement. 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).

In the first quarter of 2023, the Company expects to amend its Term Loan Agreement to convert the LIBOR rates to SOFR rates.

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. The initial amounts drawn on the ABL included funds to repay the Company’s then outstanding borrowings of $75.4 million under its August 2017 Credit Facility and $1.3 million for the payment of fees, expenses, and accrued interest, as well as to backstop $21.2 million for outstanding 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 December 31, 2022, borrowing base availability under the ABL was $300.0 million and the Company had $76.8 million of borrowings drawn, as well as $18.2 million of letters of credit outstanding related to workers' compensation and professional liability policies (see Note 2 - Summary of Significant Accounting Policies), leaving $205.0 million of excess availability.

As of December 31, 2022, the interest rate spreads and fees under the Loan Agreement were based on SOFR plus 1.85% for the revolving portion of the borrowing base. The Base Rate (as defined by the Loan Agreement) margin would have been 0.75% 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 December 31, 2022. Obligations under the ABL are secured by substantially all the assets of the borrowers and guarantors, subject to customary exceptions.

The Loan Agreement also contains customary events of default. If an event of default under the Loan Agreement occurs and remains uncured, then the administrative agent or the requisite lenders may declare any outstanding obligations to be immediately due and payable. In addition, if the Company or any of its subsidiaries becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Loan Agreement will automatically become due and payable.

Note Payable

On October 30, 2015, in connection with the Mediscan acquisition, the Company assumed two contingent purchase price liabilities for a previously acquired business, one that was payable annually based on certain performance criteria for the years 2016 through 2019, and a second performance criterion related to 2019 payable in three equal installments. In the first quarter of 2020, the total earnout amount related to both 2019 performance criteria of $7.4 million was determined, and the Company paid $0.1 million on the first earnout related to the year 2019. The remaining $7.3 million, related to the second earnout, was converted to a subordinated promissory note payable.

The first two installments of $2.4 million each were paid in the second quarter of 2020 and in the first quarter of 2021, respectively. The third and final installment of $2.6 million, including interest of 2% per annum, accruing from April 1, 2020, was paid in the first quarter of 2022. See Note 4 - Acquisitions.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Allowances for Accounts Receivable
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	$ 6,881	$ 4,021	$ 3,219
Charged to (Released from) Operations	15,327	6,499	4,269
Write-Offs, Net of Recoveries	(7,512)	(3,639)	(3,467)
Other Changes	0	0	0
Balance at End of Period	14,696	6,881	4,021
Valuation Allowance for Deferred Tax Assets
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	20	37,472	37,345
Charged to (Released from) Operations	0	(37,449)	118
Write-Offs, Net of Recoveries	(18)	0	0
Other Changes	0	(3)	9
Balance at End of Period	$ 2	$ 20	$ 37,472

Acquisitions

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

HireUp

On December 13, 2022, the Company purchased and acquired substantially all of the assets and assumed certain liabilities of HireUp Leadership Inc. (HireUp) for a purchase price of $6.0 million in cash, subject to adjustment, and $0.8 million in shares (or 29,811 shares) of the Company's common stock.

The sellers are eligible to receive up to an additional $8.0 million in earnout cash consideration based on HireUp's revenues and Adjusted EBITDA for each of the twelve-month periods ending on the first and second anniversaries of the first day after the closing date. The earnout liability is included in non-current earnout liability on the consolidated balance sheets.

$14.5 million has been recorded as goodwill on the Company's consolidated balance sheet.

Mint

On October 3, 2022, the Company purchased and acquired substantially all of the assets and assumed certain liabilities of Mint Medical Physician Staffing, LP and Lotus Medical Staffing LLC (collectively, Mint) for a purchase price of $27.0 million in cash, subject to adjustment, and $3.6 million in shares (or 114,278 shares) of the Company's common stock.

The sellers are eligible to receive up to an additional $10.0 million in earnout cash consideration based on Mint's revenues and gross profit for each of the twelve-month periods ending on the first and second anniversaries of the first day of the calendar month following the closing date. The earnout liability is included in non-current earnout liability on the consolidated balance sheets.

$35.2 million has been recorded as goodwill on the Company's consolidated balance sheet.

Local Business

On December 15, 2022, the Company purchased and acquired certain assets and assumed certain liabilities of an Ohio based business for a purchase price of $2.0 million in cash, subject to customary post closing adjustments.

An immaterial amount has been recorded as goodwill on the Company's consolidated balance sheet.

These transactions were treated as a purchase of assets for income tax purposes.The Company has not completed its valuation of assets acquired and liabilities assumed for the above acquisitions. Any necessary adjustments will be finalized within one year from the date of the acquisition

The above acquisitions made in 2022, Mint, Lotus, HireUp, and a local business, both individually and in the aggregate, were not significant and have 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 acquisitions, was not significant.

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 consolidated balance sheets. See Note 5 - Goodwill, Trade Names, and Other Intangible Assets.

The acquisition of Selected, Inc. primarily consists of a Software as a Service, subscription-based recruiting and talent matching platform. The acquisition was not significant and has been accounted for using the acquisition method of accounting. Selected's results of operations, since the date of acquisition, are included in the Cross Country Education business unit within the Nurse and Allied Staffing business segment, and are not material. Associated immaterial acquisition-related costs incurred have been included in acquisition and integration-related costs on the Company's consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2022 and 2021.

Cross Country Workforce Solutions Group (WSG)

On June 8, 2021, the Company purchased and acquired substantially all of the assets and assumed certain liabilities of Workforce Solutions Group, Inc. 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 transaction was treated as a purchase of assets for income tax purposes. The parties agreed to a final net working capital reduction of $1.1 million which was received in the fourth quarter of 2021. Included in the amount paid at closing was an escrow account of $2.0 million related to potential wage and hour indemnification claims. On December 16, 2022, this amount was released from escrow to the seller.

The sellers are 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. In the third quarter of 2022, the Company determined that the contingent consideration earnout was achieved for the 2021 through 2022 period and, as a result, the Company made a $7.5 million earnout payment. The remaining earnout liability's carrying amount of $7.5 million is included in current portion of earnout liability on the consolidated balance sheets. See Note 10 - Fair Value Measurements.

The business has been branded Cross Country Workforce Solutions Group (WSG) and primarily works with local and national healthcare systems and managed care providers to coordinate in-home care services for participants, including Program of All-Inclusive Care for the Elderly (PACE) programs. WSG also provides a range of consulting and talent management solutions to its healthcare customers, including home care staffing, recruitment process outsourcing, contingent workforce evaluation, and talent acquisition.

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 consolidated balance sheets. Associated acquisition-related costs incurred were $1.0 million and have been included in acquisition and integration-related costs on the Company's consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2021. See Note 5 - Goodwill, Trade Names, and Other Intangible Assets.

The acquisition was not significant and has been accounted for using the acquisition method of accounting. WSG's results of operations, since the date of acquisition, are included in the Nurse and Allied Staffing business segment, and are not material. 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.

Mediscan

On October 30, 2015, the Company completed the acquisition of all of the membership interests of New Mediscan II, LLC, Mediscan Diagnostic Services, LLC, and Mediscan Nursing Staffing, LLC (collectively Mediscan). In connection with the Mediscan acquisition, the Company assumed two contingent purchase price liabilities for a previously acquired business.

In the first quarter of 2020, the Company entered into a note payable of $7.3 million related to contingent consideration assumed as part of the Mediscan acquisition, payable in three installments. The first two installments of $2.4 million each were paid in the second quarter of 2020 and in the first quarter of 2021, respectively. The third and final installment of $2.6 million, including interest, was paid in the first quarter of 2022.

Debt - Note Payable (Details) $ in Thousands		3 Months Ended				12 Months Ended
Debt - Note Payable (Details) $ in Thousands	Oct. 30, 2015 liability installment	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($) installment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Payment for contingent liability						$ 7,500	$ 0	$ 79
Payments of notes payable						$ 2,426	$ 2,426	$ 2,426
Mediscan
Debt Instrument [Line Items]
Number of contingent liabilities assumed \| liability	2
Recognition of earnout payment liability					$ 7,400
Payment for contingent liability					$ 100
Mediscan \| Earnout Notes Payable
Debt Instrument [Line Items]
Note payable, number of payment installments \| installment	3				3
Earnout performance criterion, conversion to note payable					$ 7,300
Payments of notes payable		$ 2,600	$ 2,400	$ 2,400
Notes payable					$ 7,300
Stated interest rate (percent)		2.00%

Segment Data - Additional Information (Details) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($) segment	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| segment								2	2
Revenue from services	$ 628,218	$ 636,098	$ 753,561	$ 788,732	$ 640,679	$ 374,905	$ 331,827	$ 329,241	$ 2,806,609	$ 1,676,652	$ 836,417
Contribution loss									(360,955)	(210,066)	(77,788)
Nurse And Allied Staffing
Segment Reporting Information [Line Items]
Revenue from services									2,700,383	1,605,781	768,483
Contribution loss									$ (355,447)	$ (205,738)	(74,169)
Revision of Prior Period, Adjustment \| Nurse And Allied Staffing
Segment Reporting Information [Line Items]
Revenue from services											10,500
Contribution loss											$ 1,100

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

The Company's property and equipment consists of the following:


		December 31,
	Useful Lives	2022		2021
		(amounts in thousands)
Computer equipment	3 years	$	6,167	$	4,910
Computer software	3-10 years	22,518		18,839
Office equipment	5-7 years	473		475
Furniture and fixtures	7 years	2,078		2,475
Construction in progress	(a)	3,462		2,523
Leasehold improvements	(b)	2,646		4,340
		37,344		33,562
Less accumulated depreciation and amortization		(17,682)		(17,729)
		$	19,662	$	15,833

_______________

(a) Primarily related to software development.

(b) See Note 2 – Summary of Significant Accounting Policies.

Goodwill, Trade Names, and Other Intangible Assets - Narrative (Details) $ / shares in Units, $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2021 segment	Jun. 30, 2020 USD ($)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Line Items]
Impairment charges for intangible assets			$ 1.9	$ 0.0
Number of reportable segments \| segment	2		2
Trade names
Goodwill and Intangible Assets Disclosure [Line Items]
Weighted average amortization period if not accelerated						7 years 6 months
Accelerated amortization resulting from the changes in the estimated remaining life of the trade name (in dollars per share) \| $ / shares					$ 0.09
Trade names \| Accelerated Amortization
Goodwill and Intangible Assets Disclosure [Line Items]
Amortization of assets					$ 3.1
Search Services
Goodwill and Intangible Assets Disclosure [Line Items]
Impairment charges for goodwill		$ 10.2
Search Services \| Customer relationships
Goodwill and Intangible Assets Disclosure [Line Items]
Impairment charges for intangible assets		$ 0.3

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

Schedule II

CROSS COUNTRY HEALTHCARE, INC.

VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2022, 2021, AND 2020


	Balance at Beginning of Period		Charged to (Released from) Operations		Write-Offs, Net of Recoveries			Other Changes		Balance at End of Period
	(amounts in thousands)
Allowances for Accounts Receivable
Year Ended December 31, 2022	$	6,881	$	15,327	$	(7,512)	(a)	$	—	$	14,696
Year Ended December 31, 2021	$	4,021	$	6,499	$	(3,639)	(a)	$	—	$	6,881
Year Ended December 31, 2020	$	3,219	$	4,269	$	(3,467)	(a)	$	—	$	4,021

Valuation Allowance for Deferred Tax Assets
Year Ended December 31, 2022	$	20	$	—	$	(18)		$	—	$	2
Year Ended December 31, 2021	$	37,472	$	(37,449)	$	—		$	(3)	$	20
Year Ended December 31, 2020	$	37,345	$	118	$	—		$	9	$	37,472

________________

(a) Uncollectible accounts written off, net of recoveries.

Acquisitions - HireUp (Details) - USD ($) $ in Thousands	Dec. 13, 2022	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill		$ 163,268	$ 119,490
HireUp
Business Acquisition [Line Items]
Cash consideration, gross	$ 6,000
Equity consideration for acquisition value	$ 800
Equity consideration for acquisition (in shares)	29,811
Contingent consideration liabilities	$ 8,000
Goodwill	$ 14,500

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Stock Repurchase Program

On August 16, 2022, the Company's Board of Directors authorized a new stock repurchase program (the New Repurchase Program), whereby the Company may repurchase up to $100.0 million of its shares of common stock, subject to the terms of its current credit agreements. The shares may be repurchased from time-to-time in the open market or in privately negotiated transactions. The New Repurchase Program was effective immediately and may be discontinued at any time at the Board's discretion. In addition to the repurchase of $100.0 million of its shares of common stock under the New Repurchase Program, the Company was authorized to continue to repurchase any remaining shares available for repurchase under the Company's previous stock repurchase program, which was approved by the Board of Directors on February 28, 2008 (the Prior Repurchase Program). Upon completion of the authorized number of shares available for repurchase under the Prior Repurchase Program, the Company commenced repurchases under the New Repurchase Program during the third quarter of 2022. During the year ended December 31, 2022, the Company repurchased and retired, under both programs, a total of 1,364,815 shares of common stock for $35.3 million, at an average market price of $25.83 per share. During the fourth quarter of 2022, the Company entered into a Rule 10b5-1 Repurchase Plan to allow for share repurchases during the Company's blackout periods. During the years ended December 31, 2021 and 2020, the Company did not repurchase any shares of its common stock.

As of December 31, 2022, the Company had $76.2 million remaining for share repurchase under the New Repurchase Program, subject to certain conditions in the Company's Loan Agreement and Term Loan Agreement. At December 31, 2022, the Company had 36,302,618 unrestricted shares of common stock outstanding. The Company may repurchase up to an aggregate amount not to exceed $5.0 million pursuant to its Loan Agreement, and $5.5 million pursuant to its Term Loan Agreement, in any fiscal year, or an unlimited amount if the Company meets certain conditions as described in each of the agreements. In 2022, the conditions were met to repurchase an unlimited amount of shares.

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 Company's 2017 Plan and 2020 Plan (Plans) provide for the issuance of stock options, stock appreciation rights, restricted stock, performance shares, and performance-based cash awards that may be granted with the intent to comply with the “performance-based compensation” exception under Section 162(m) of the Internal Revenue Code, and other stock-based awards, all as defined by the Plans, to eligible employees, consultants and non-employee Directors. The Plans include Section 162(m) performance goals so that certain incentive awards granted to certain executive officers of the Company may qualify as exempt performance-based compensation. However, Section 162(m) of the Internal Revenue Code updated in conjunction with the 2017 Tax Act in November 2018 limits a publicly-held corporation’s federal tax deduction for compensation paid to “covered employees” to $1.0 million per year, for non-performance and performance shares.

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. The shares vest ratably over a three year period ending on the anniversary date of the grant, and vesting is subject to the employee's continuing employment. There is no partial vesting and any unvested portion is forfeited. 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.

The following table summarizes restricted stock awards and performance stock awards activity issued under the Plans for the year ended December 31, 2022:


	Restricted Stock Awards			Performance Stock Awards
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Target Shares	Weighted Average Grant Date Fair Value
Unvested restricted stock awards, January 1, 2022	1,039,455	$	9.75	522,166	$	8.64
Granted	289,624	$	20.84	171,873	$	18.94
Vested	(575,051)	$	9.14	(170,278)	$	7.03
Forfeited	(79,520)	$	14.10	(47,675)	$	12.33
Unvested restricted stock awards, December 31, 2022	674,508	$	14.53	476,086	$	12.56

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.

On March 31, 2022, 2021, and 2020, the Company awarded performance stock awards totaling 126,576, 160,416, and 286,415, respectively. The Company awarded an additional 16,921 and 7,908 performance stock awards in the second quarter of 2022 and 2021, respectively. If the minimum level of performance is attained for the 2022, 2021, and 2020 awards, restricted stock will be issued with a vesting date of the third anniversary of such grant date. The level of attainment will be certified within 30 days of the vest date. 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.

As of December 31, 2022, the Company had approximately $6.0 million of total unrecognized compensation cost related to non-vested restricted stock awards which may be adjusted for future changes in forfeitures. The Company expects to recognize such cost over a weighted average period of 1.31 years. The fair value of shares vested was approximately $12.1 million, $8.9 million, and $2.7 million for the years ended December 31, 2022, 2021, and 2020, respectively.

As of December 31, 2022, the Company had approximately $4.5 million of total unrecognized compensation cost related to performance stock awards which may be adjusted for future changes in forfeitures. The Company expects to recognize such cost over a weighted average period of 1.11 years, the remaining service period. The fair value of shares vested was approximately $3.7 million for the year ended December 31, 2022. No shares vested for the years ended December 31, 2021 and 2020.

The Company's stock appreciation rights could only be settled with stock or cash, at the discretion of the Committee. The stock appreciation rights vested 25% per year over a 4 year period and expired after 7 years. The Company’s policy was to issue new shares from its authorized but unissued balance of common stock outstanding or shares of common stock reacquired by the Company if stock appreciation rights were settled with stock. During the year ended December 31, 2020, 1,000 stock appreciation rights were exercised, and the remaining 7,000 stock appreciation rights expired.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss, net	(Accumulated Deficit) Retained Earnings	Noncontrolling Interest in Subsidiary
Beginning balance (in shares) at Dec. 31, 2019		35,871,000
Beginning balance at Dec. 31, 2019	$ 163,500	$ 4	$ 305,643	$ (1,240)	$ (141,775)	$ 868
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of restricted stock (in shares)		306,000
Vesting of restricted stock	(658)		(658)
Equity compensation	$ 5,403		5,403
Stock repurchase and retirement (in shares)	0
Foreign currency translation adjustment, net of taxes	$ (40)			(40)
Distribution to noncontrolling shareholder	(1,154)					(1,154)
Net (loss) income	(12,142)				(12,962)	820
Ending balance (in shares) at Dec. 31, 2020		36,177,000
Ending 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 (in shares)		479,000
Vesting of restricted stock	(2,230)		(2,230)
Equity compensation	$ 6,894		6,894
Stock repurchase and retirement (in shares)	0
Foreign currency translation adjustment, net of taxes	$ (13)			(13)
Acquisitions (in shares)		368,000
Acquisitions	6,500		6,500
Dissolution of noncontrolling interest	(324)					(324)
Distribution to noncontrolling shareholder	(210)					(210)
Net (loss) income	$ 132,002				132,002	0
Ending balance (in shares) at Dec. 31, 2021	37,023,644	37,024,000
Ending 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 (in shares)		499,000
Vesting of restricted stock	(5,267)		(5,267)
Equity compensation	7,393		7,393
Stock repurchase and retirement (in shares)		(1,365,000)
Stock repurchase and retirement	(35,285)		(35,285)
Foreign currency translation adjustment, net of taxes	(94)			(94)
Acquisitions (in shares)		145,000
Acquisitions	4,483		4,483
Net (loss) income	$ 188,461				188,461	0
Ending balance (in shares) at Dec. 31, 2022	36,302,618	36,303,000
Ending balance at Dec. 31, 2022	$ 457,219	$ 4	$ 292,876	$ (1,387)	$ 165,726	$ 0

Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets:
Accrued other and prepaid expenses	$ 96	$ 237
Allowance for doubtful accounts	3,471	1,644
Intangible assets	7,518	9,273
Net operating loss carryforwards	1,389	4,112
Accrued professional liability claims	1,118	1,335
Accrued workers’ compensation claims	3,631	3,097
Share-based compensation	992	840
Operating lease liabilities	2,228	3,790
Credit carryforwards	1	41
Other	630	505
Gross deferred tax assets	21,074	24,874
Valuation allowance	(2)	(20)
Deferred tax assets	21,072	24,854
Deferred Tax Liabilities:
Depreciation	(1,411)	(1,515)
Indefinite-lived intangibles	(11,829)	(9,993)
Operating lease right-of-use assets	(740)	(1,821)
Tax on unrepatriated earnings	(247)	(190)
Deferred tax liabilities	(14,227)	(13,519)
Net deferred taxes	$ 6,845	$ 11,335

Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
Federal	$ 48,664	$ 5,165	$ 25
State	13,919	5,638	600
Foreign	219	330	119
Total	62,802	11,133	744
Deferred:
Federal	383	892	(138)
State	4,623	(10,648)	(818)
Foreign	56	(171)	24
Total	5,062	(9,927)	(932)
Income tax expense (benefit)	$ 67,864	$ 1,206	$ (188)

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Prior to December 31, 2020, the Company had a 68% ownership interest in Cross Country Talent Acquisition Group, LLC, a joint venture between the Company and a hospital system. The Company generated revenue providing staffing services to the hospital system of $16.0 million in 2020. Effective December 31, 2020, the sole professional staffing services agreement held by its joint venture was terminated, at which time the Company entered into a direct staffing agreement with the hospital system. The Company dissolved Cross Country Talent Acquisition Group, LLC during the third quarter of 2021. 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 of Directors 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. In 2022, 2021, and 2020, the Company incurred an immaterial amount in expenses. The Company had an immaterial payable balance at December 31, 2022 and 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 $1.8 million and $0.7 million, respectively, for the years ended December 31, 2022 and 2021, and an immaterial amount for the year ended December 31, 2020. Accounts receivable due from these entities was an immaterial amount at December 31, 2022 and 2021. Following the WSG acquisition on June 8, 2021, the Company continued to rent WSG's headquarters. The Chief Executive Officer and Founder of WSG, who is currently a business unit president with the Company, is an agent of the lessor. The lease term for WSGs headquarters expires on December 31, 2024. The Company paid an immaterial amount in rent expense for these premises for the years ended December 31, 2022 and 2021, and had no payable balance at December 31, 2022 or 2021. In the first quarter of 2020, the Company entered into a note payable of $7.3 million related to contingent consideration assumed as part of a prior period acquisition, payable in three equal installments. The payees of the note are controlled by an employee of the sellers who remained with the Company. The third and final installment of $2.6 million, including interest, was paid in the first quarter of 2022. See Note 4 - Acquisitions.

Revenue Recognition- Narrative (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue from services	$ 628,218	$ 636,098	$ 753,561	$ 788,732	$ 640,679	$ 374,905	$ 331,827	$ 329,241	$ 2,806,609	$ 1,676,652	$ 836,417
Nurse And Allied Staffing
Disaggregation of Revenue [Line Items]
Revenue from services									2,700,383	1,605,781	768,483
Revision of Prior Period, Adjustment \| Nurse And Allied Staffing
Disaggregation of Revenue [Line Items]
Revenue from services											10,500
Other Services
Disaggregation of Revenue [Line Items]
Revenue from services									76,081	39,835	31,157
Other Services \| Nurse And Allied Staffing
Disaggregation of Revenue [Line Items]
Revenue from services									$ 71,295	$ 36,807	28,042
Other Services \| Revision of Prior Period, Adjustment \| Nurse And Allied Staffing
Disaggregation of Revenue [Line Items]
Revenue from services											$ 10,500

- Definition

+ References

+ Details

Leases - Other Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities	$ 5,753	$ 6,150	$ 7,111
Right-of-use assets acquired under operating lease	473	1,059	1,587
Operating lease expense	2,550	3,538	4,874
Short-term lease expense	5,114	3,695	5,217
Variable and other lease costs	$ 2,195	$ 1,957	$ 1,919

Balance Sheet Details (Tables)

12 Months Ended

Dec. 31, 2022

Balance Sheet Related Disclosures [Abstract]

Summary of Balance Sheet Details


	December 31,
	2022		2021
	(amounts in thousands)
Insurance recovery receivable:
Insurance recovery for health claims	$	1,143	$	300
Insurance recovery for workers’ compensation claims	3,117		2,836
Insurance recovery for professional liability claims	3,174		1,905
	$	7,434	$	5,041

Non-current insurance recovery receivable:
Insurance recovery for workers’ compensation claims	$	5,831	$	4,861
Insurance recovery for professional liability claims	17,227		9,137
	$	23,058	$	13,998

Other non-current assets:
Security deposits	$	724	$	672

Deferred compensation assets	2,477		1,398
Net debt issuance costs	3,437		991
Finance lease right-of-use assets	11		57
Cloud computing asset	4,460		4,840
	$	11,109	$	7,958
Accounts payable and accrued expenses:
Trade accounts payable	$	12,863	$	3,143
Subcontractor payable	145,587		91,712
Accrued expenses	27,057		14,898
	$	185,507	$	109,753
Accrued compensation and benefits:
Salaries and payroll taxes	$	40,983	$	39,139
Accrued bonuses and commissions	11,798		10,755
Accrued workers’ compensation claims	9,147		8,394
Accrued professional liability claims	3,426		2,448
Accrued health care claims	6,179		4,081
Accrued vacation	1,072		763
	$	72,605	$	65,580
Non-current accrued claims:
Accrued workers’ compensation claims	$	14,699	$	11,777
Accrued professional liability claims	21,182		13,537
	$	35,881	$	25,314
Other non-current liabilities:
Restructuring	$	1,084	$	1,829
Deferred tax liability	247		190
Deferred compensation	2,507		2,457



Other	—		508
	$	3,838	$	4,984

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Loss Before Income Taxes

The components of the Company's income (loss) before income taxes are as follows:


	Year Ended December 31,
	2022		2021		2020
	(amounts in thousands)
United States	$	255,661	$	132,809	$	(12,998)
Foreign	664		399		668
Income (loss) before income taxes	$	256,325	$	133,208	$	(12,330)

Schedule of Components of Income Tax Expense (Benefit)

The components of the Company’s income tax expense (benefit) are as follows:


	Year Ended December 31,
	2022		2021		2020
	(amounts in thousands)
Current:
Federal	$	48,664	$	5,165	$	25
State	13,919		5,638		600
Foreign	219		330		119
Total	62,802		11,133		744
Deferred:
Federal	383		892		(138)
State	4,623		(10,648)		(818)
Foreign	56		(171)		24
Total	5,062		(9,927)		(932)
Income tax expense (benefit)	$	67,864	$	1,206	$	(188)

Schedule of Significant Components of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities are as follows:


	December 31,
	2022		2021
	(amounts in thousands)




























Deferred Tax Assets:
Accrued other and prepaid expenses	$	96	$	237
Allowance for doubtful accounts	3,471		1,644
Intangible assets	7,518		9,273
Net operating loss carryforwards	1,389		4,112

Accrued professional liability claims	1,118		1,335
Accrued workers’ compensation claims	3,631		3,097
Share-based compensation	992		840
Operating lease liabilities	2,228		3,790

Credit carryforwards	1		41
Other	630		505
Gross deferred tax assets	21,074		24,874
Valuation allowance	(2)		(20)
	21,072		24,854
Deferred Tax Liabilities:
Depreciation	(1,411)		(1,515)

Indefinite-lived intangibles	(11,829)		(9,993)
Operating lease right-of-use assets	(740)		(1,821)
Tax on unrepatriated earnings	(247)		(190)

	(14,227)		(13,519)
Net deferred taxes	$	6,845	$	11,335

Schedule of Reconciliation of Income Tax Computed At U. S. Federal Statutory Rate to Income Tax (Benefit) Expense

The reconciliation of income tax computed at the U.S. federal statutory rate to income tax expense (benefit) is as follows:


	Year Ended December 31,
	2022		2021		2020
	(amounts in thousands)
Tax at U.S. statutory rate	$	53,828	$	27,974	$	(2,589)
State taxes, net of federal benefit	15,423		8,573		135
Noncontrolling interest	—		(5)		(172)
Non-deductible items(a)	179		550		544
Foreign tax expense	136		76		1
Valuation allowances	1		(37,450)		117
Uncertain tax positions	(1,694)		1,891		1,110


Officers' compensation	404		344		621


Return to provision	(169)		44		87
Other	(244)		(791)		(42)
Income tax expense (benefit)	$	67,864	$	1,206	$	(188)

________________

(a) Includes non-deductible meals and incidentals and other miscellaneous non-deductible items.

Schedule of Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:


	Year Ended December 31,
	2022		2021		2020
	(amounts in thousands)
Balance at January 1	$	9,179	$	6,891	$	5,792
Additions based on tax positions related to the current year	349		1,873		974

(Reductions) additions based on tax positions related to prior years	(1,947)		—		125
Reductions as a result of a lapse of applicable statute of limitations	—		(47)		—

Other	—		462		—
Balance at December 31	$	7,581	$	9,179	$	6,891

Related Party Transactions (Details) $ in Thousands	3 Months Ended	12 Months Ended
Related Party Transactions (Details) $ in Thousands	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 30, 2020	Mar. 31, 2020 USD ($) installment
Related Party Transaction [Line Items]
Payments of notes payable		$ 2,426	$ 2,426	$ 2,426
Corporate Joint Venture
Related Party Transaction [Line Items]
Percent ownership in joint venture unit					68.00%
Revenue from related parties				16,000
Health Care System Affiliated With A Board Member
Related Party Transaction [Line Items]
Revenue from related parties		$ 1,800	$ 700	$ 0
Mediscan \| Earnout Notes Payable
Related Party Transaction [Line Items]
Notes payable						$ 7,300
Note payable, number of payment installments \| installment						3
Payments of notes payable	$ 2,600

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 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:


	Year Ended December 31,
	2022		2021		2020
	(amounts in thousands, except per share data)
Numerator:



Net income (loss) attributable to common stockholders - Basic and Diluted	$	188,461	$	132,002	$	(12,962)

Denominator:
Weighted average common shares - Basic	37,012		36,689		36,088
Effective of diluted shares:
Share-based awards	524		703		—

Weighted average common shares - Diluted	37,536		37,392		36,088

Net income (loss) per share attributable to common stockholders - Basic	$	5.09	$	3.60	$	(0.36)

Net income (loss) per share attributable to common stockholders - Diluted	$	5.02	$	3.53	$	(0.36)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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.


	Year Ended December 31,
	2022	2021	2020
	(amounts in thousands)
Share-based awards	55	6	663

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2022
Retirement Benefits [Abstract]
Employee Benefit Plans	Employee Benefit Plans The Company maintains a voluntary defined contribution 401(k) profit-sharing plan covering all eligible employees as defined in the plan documents. The plan provides for a discretionary matching contribution, which is equal to a percentage of each eligible contributing participant’s elective deferral, which the Company, at its sole discretion, determines from year to year. Contributions by the Company, net of forfeitures, under this plan were $2.6 million, $1.0 million, and $0.5 million for the years ended December 31, 2022, 2021, and 2020, respectively. Eligible employees who elect to participate in the plan are generally vested in any existing matching contribution after three years of service with the Company. The Company maintains a 2003 Deferred Compensation Plan, which was frozen effective December 31, 2017, and a 2017 Nonqualified Deferred Compensation Plan, each a non-qualified deferred compensation arrangement, intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, or the Code. Under the deferred compensation plans, certain designated key employees may elect to defer the receipt of a portion of their annual base salary, bonus and commission to the deferred compensation plans. Generally, payments under the deferred compensation plans automatically commence upon a participant’s retirement, termination of employment, or death during employment. Under certain circumstances described in the deferred compensation plans, participants may receive distributions during employment. In connection with the deferred compensation plans, the Company elected to invest in amounts consistent with the participants' choices of allocations to funds. Participants of the deferred compensation plans are the Company’s unsecured general creditors with respect to the deferred compensation plan benefits. The liability for the deferred compensation is included in other long-term liabilities in the consolidated balance sheets and was $2.5 million at December 31, 2022 and 2021.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Revenue Recognition

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

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. See Note 2 - Summary of Significant Accounting Policies.


	Year Ended December 31, 2022
	Nurse And Allied Staffing		Physician Staffing		Total Segments
	(amounts in thousands)
Temporary Staffing Services	$	2,629,088	$	101,440	$	2,730,528
Other Services	71,295		4,786		76,081
Total	$	2,700,383	$	106,226	$	2,806,609


	Year Ended December 31, 2021
	Nurse And Allied Staffing		Physician Staffing		Total Segments
	(amounts in thousands)
Temporary Staffing Services	$	1,568,974	$	67,843	$	1,636,817
Other Services	36,807		3,028		39,835
Total	$	1,605,781	$	70,871	$	1,676,652









	Year Ended December 31, 2020
	Nurse And Allied Staffing		Physician Staffing		Total Segments
	(amounts in thousands)
Temporary Staffing Services	$	740,441	$	64,819	$	805,260
Other Services	28,042		3,115		31,157
Total	$	768,483	$	67,934	$	836,417

________________

As a result of the Company modifying its reportable segments in 2021, Other Services in the amount of $10.5 million included in the previously-reported Search segment have been reclassified to Nurse and Allied Staffing for the year ended December 31, 2020. See Note 17 - Segment Data.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=49130388

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+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

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 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


	December 31, 2022		December 31, 2021
	(amounts in thousands)
Financial Assets:
(Level 1)
Deferred compensation asset	$	2,477	$	1,398
Financial Liabilities:
(Level 1)
Deferred compensation liability	$	2,507	$	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 years ended December 31, 2022, 2021, and 2020 included impairment charges to right-of-use assets along with related property and equipment in connection with leases that were vacated during those years. The year ended December 31, 2022 also included impairment charges primarily related to the write-off of a discontinued IT project in the third quarter. The year ended December 31, 2020 included impairment charges to goodwill and other intangible assets primarily related to the previously-reported Search reporting unit. Accordingly, as of December 31, 2022 and 2021, these assets were recorded at fair

value using Level 3 inputs. See Note 5 - Goodwill, Trade Names, and Other Intangible Assets and 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 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, (iv) earnout liabilities related to the WSG, Selected, Mint, and HireUp acquisitions, 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. In the third quarter of 2022, the Company determined that the contingent consideration earnout related to the WSG acquisition was achieved for the 2021 through 2022 period and, as a result, the Company made a $7.5 million earnout payment. The remaining earnout liability's carrying amount approximates fair value and is included in current portion of earnout liability on the consolidated balance sheets. See Note 4 - Acquisitions. (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 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. (vi) Potential earnout payments related to the Mint acquisition are contingent upon meeting certain performance requirements based on 2022 through 2024 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 non-current earnout liability on the consolidated balance sheets. See Note 4 - Acquisitions. (vii) Potential earnout payments related to the HireUp acquisition are contingent upon meeting certain performance requirements based on 2022 through 2024 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 non-current earnout liability on the consolidated balance sheets. 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:


	December 31, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(amounts in thousands)
Financial Liabilities:
(Level 2)
Note Payable	$	—	$	—	$	2,426	$	2,426
Senior Secured Asset-Based Loan	$	76,800	$	76,800	$	9,200	$	9,200
Term Loan, net	$	73,875	$	71,221	$	174,312	$	174,845
Earnout Liability (WSG)	$	7,500	$	7,500	$	15,000	$	15,000
Earnout Liability (Selected)	$	—	$	—	$	1,500	$	1,500
Earnout Liability (Mint)	$	10,000	$	10,000	$	—	$	—
Earnout Liability (HireUp)	$	8,000	$	8,000	$	—	$	—

Concentration of 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.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

DEBT - Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total debt	$ 150,675	$ 185,938
Debt Issuance Costs	(5,377)	(6,387)
Current portion of debt	0	4,176
Non-current debt, less current portion	$ 150,675	$ 181,762
Senior Secured Asset-Based Loan \| Senior Secured Asset-Based Loan
Debt Instrument [Line Items]
Interest rate at period end (percent)	5.90%	1.60%
Total debt	$ 76,800	$ 9,200
Debt Issuance Costs	$ (3,437)	$ (991)
2021 Term Loan Credit Agreement \| Term Loan
Debt Instrument [Line Items]
Interest rate at period end (percent)	10.14%	6.50%
Total debt	$ 73,875	$ 174,312
Debt Issuance Costs	(1,940)	(5,396)
Current portion of debt	0	$ 1,750
Earnout Notes Payable \| Note Payable
Debt Instrument [Line Items]
Stated interest rate (percent)		2.00%
Total debt	0	$ 2,426
Debt Issuance Costs	0	0
Current portion of debt	$ 0	$ 2,426

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The Company's long-term debt consists of the following:


	December 31, 2022				December 31, 2021
	Principal		Debt Issuance Costs		Principal		Debt Issuance Costs
	(amounts in thousands)
Term Loan, interest of 10.14% and 6.50% at December 31, 2022 and December 31, 2021, respectively	$	73,875	$	(1,940)	$	174,312	$	(5,396)
Senior Secured Asset-Based Loan, interest of 5.90% and 1.60% at December 31, 2022 and December 31, 2021, respectively	76,800		(3,437)		9,200		(991)
Note Payable, interest of 2.00% per annum at December 31, 2021	—		—		2,426		—
Total debt	150,675		(5,377)		185,938		(6,387)
Less current portion - note payable	—		—		2,426		—
Less current portion - term loan	—		—		1,750		—
Long-term debt	$	150,675	$	(5,377)	$	181,762	$	(6,387)

Schedule of Maturities of Long-term Debt

As of December 31, 2022, the aggregate schedule for maturities of debt are as follows:


	Term Loan		Senior Secured Asset-Based Loan
Through Years Ending December 31:	(amounts in thousands)
2023	$	—	$	—
2024	—		—
2025	—		—
2026	—		—
2027	73,875		—
Thereafter	—		76,800
Total	$	73,875	$	76,800

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 942
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-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

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+ Details

Stockholders' Equity - Share-Based Payments (Details)				3 Months Ended			12 Months Ended
Stockholders' Equity - Share-Based Payments (Details)	Mar. 31, 2022 shares	Mar. 31, 2021 shares	Mar. 31, 2020 shares	Jun. 30, 2022 shares	Mar. 31, 2022	Jun. 30, 2021 shares	Dec. 31, 2022 USD ($) installment shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) shares	May 19, 2020 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance attainment percentage					120.00%
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested (in shares)							575,051
Performance Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested (in shares)	170,278						170,278
Stock Appreciation Rights
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock exercised (in shares)									1,000
Stock expired (in shares)									7,000
Omnibus Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance (in shares)										3,000,000
Performance shares, attainment level certification period							30 days
Omnibus Plan \| Board of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of vesting installments \| installment							3
Omnibus Plan \| Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock vesting period							3 years
Pretax of total unrecognized compensation cost related to non-vested restricted stock awards \| $							$ 6,000,000
Pretax total unrecognized compensation cost related to share options- period							1 year 3 months 21 days
Fair value of shares vested \| $							$ 12,100,000	$ 8,900,000	$ 2,700,000
Omnibus Plan \| Performance Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued (in shares)	126,576	160,416	286,415	16,921		7,908
Pretax of total unrecognized compensation cost related to non-vested restricted stock awards \| $							$ 4,500,000
Pretax total unrecognized compensation cost related to share options- period							1 year 1 month 9 days
Fair value of shares vested \| $							$ 3,700,000	$ 0	$ 0
Omnibus Plan \| Stock Appreciation Rights
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock vesting period							4 years
Stock vesting percentage per year							25.00%
Stock expiration period							7 years
Omnibus Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock vesting period							1 year

Earnings Per Share - Antidilutive Securities (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	55	6	663

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								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net income (loss) attributable to common stockholders - Basic									$ 188,461	$ 132,002	$ (12,962)
Net income (loss) attributable to common stockholders - Diluted									$ 188,461	$ 132,002	$ (12,962)
Denominator:
Weighted average common shares - Basic (in shares)									37,012	36,689	36,088
Effective of diluted shares:
Share-based awards (shares)									524	703	0
Weighted average common shares - Diluted (in shares)									37,536	37,392	36,088
Net income (loss) per share attributable to common stockholders - Basic (usd per share)	$ 1.06	$ 0.94	$ 1.41	$ 1.67	$ 2.10	$ 0.63	$ 0.32	$ 0.54	$ 5.09	$ 3.60	$ (0.36)
Net income (loss) per share attributable to common stockholders - Diluted (usd per share)	$ 1.05	$ 0.93	$ 1.40	$ 1.63	$ 2.07	$ 0.62	$ 0.31	$ 0.53	$ 5.02	$ 3.53	$ (0.36)

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 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


	December 31, 2022		December 31, 2021
	(amounts in thousands)
Financial Assets:
(Level 1)
Deferred compensation asset	$	2,477	$	1,398
Financial Liabilities:
(Level 1)
Deferred compensation liability	$	2,507	$	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:


	December 31, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(amounts in thousands)
Financial Liabilities:
(Level 2)
Note Payable	$	—	$	—	$	2,426	$	2,426
Senior Secured Asset-Based Loan	$	76,800	$	76,800	$	9,200	$	9,200
Term Loan, net	$	73,875	$	71,221	$	174,312	$	174,845
Earnout Liability (WSG)	$	7,500	$	7,500	$	15,000	$	15,000
Earnout Liability (Selected)	$	—	$	—	$	1,500	$	1,500
Earnout Liability (Mint)	$	10,000	$	10,000	$	—	$	—
Earnout Liability (HireUp)	$	8,000	$	8,000	$	—	$	—

Employee Benefit Plans (Details) - USD ($) $ in Thousands	12 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Company contribution net of forfeitures	$ 2,600	$ 1,000	$ 500
Employer match vesting duration	3 years
Deferred compensation liabilities	$ 2,507	$ 2,457

Contingencies (Details) $ in Millions	Sep. 30, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Legal fees to be recovered	$ 1.6

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified 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

Income Taxes - Reconciliation of Income Tax Computed At U. S. Federal Statutory Rate to Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Tax at U.S. statutory rate	$ 53,828	$ 27,974	$ (2,589)
State taxes, net of federal benefit	15,423	8,573	135
Noncontrolling interest	0	(5)	(172)
Non-deductible items	179	550	544
Foreign tax expense	136	76	1
Valuation allowances	1	(37,450)	117
Uncertain tax positions	(1,694)	1,891	1,110
Officers' compensation	404	344	621
Return to provision	(169)	44	87
Other	(244)	(791)	(42)
Income tax expense (benefit)	$ 67,864	$ 1,206	$ (188)

Goodwill, Trade Names, and Other Intangible Assets - Acquired Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 82,902	$ 78,572
Accumulated Amortization	44,079	36,228
Net Carrying Amount	38,823	42,344
Trade names, indefinite-lived	5,900	5,900
Databases
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	33,430	30,530
Accumulated Amortization	22,033	18,375
Net Carrying Amount	11,397	12,155
Customer relationships
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	47,738	47,738
Accumulated Amortization	21,672	17,581
Net Carrying Amount	26,066	30,157
Non-compete agreements
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4	304
Accumulated Amortization	3	272
Net Carrying Amount	1	32
Trade names
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	30	0
Accumulated Amortization	16	0
Net Carrying Amount	14	0
Software
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,700	0
Accumulated Amortization	355	0
Net Carrying Amount	$ 1,345	$ 0

Goodwill, Trade Names, and Other Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill, Trade Names, and Other Intangible Assets

5. Goodwill, Trade Names, and Other Intangible Assets

The Company had the following acquired intangible assets:


	December 31, 2022						December 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	$	22,033	$	11,397	$	30,530	$	18,375	$	12,155
Customer relationships	47,738		21,672		26,066		47,738		17,581		30,157
Non-compete agreements	4		3		1		304		272		32
Trade names	30		16		14		—		—		—
Software	1,700		355		1,345		—		—		—
Other intangible assets, net	$	82,902	$	44,079	$	38,823	$	78,572	$	36,228	$	42,344
Intangible assets not subject to amortization:
Trade names, indefinite-lived					$	5,900					$	5,900

As of December 31, 2022, estimated annual amortization expense was as follows:


Years Ending December 31:	(amounts in thousands)
2023	$	8,051
2024	7,399
2025	6,840
2026	5,632
2027	3,461
Thereafter	7,440
	$	38,823

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 loss	116,683		2,807		119,490

Changes to aggregate goodwill in 2022
Goodwill acquisition adjustment - Selected (a)	(6,130)		—		(6,130)
Aggregate goodwill acquired (b)	14,692		35,216		49,908

Balances as of December 31, 2022
Aggregate goodwill acquired	405,008		78,621		483,629
Sale of business	(9,889)		—		(9,889)
Accumulated impairment loss	(269,874)		(40,598)		(310,472)
Goodwill, net of impairment loss	$	125,245	$	38,023	$	163,268

________________

(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.

(b) Represents goodwill acquired from the acquisitions of Mint and Lotus, HireUp, and a local business calculated as the excess of the fair value of consideration exchanged as compared to the fair value of identifiable net assets acquired. See Note 4 - Acquisitions. During the measurement period, which is not to exceed one year from the acquisition date, the Company may record adjustments to the assets acquired or liabilities assumed, with a corresponding offset to goodwill. Upon conclusion of the measurement period, any subsequent adjustments would be recorded to earnings.

In conjunction with the changes to its segments, the Company now discloses the following two reportable segments - Nurse and Allied Staffing and Physician Staffing. In the table above, goodwill balances and activity previously reported in the Search segment have been reclassified to Nurse and Allied Staffing.

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.

The Company performed its annual quantitative impairment test of goodwill and its indefinite-lived trade name as of October 1, 2022 and 2021 and determined that the estimated fair value of its reporting units and its indefinite-lived trade name exceeded their respective carrying values.

During the second quarter of 2020, due to the increased negative impact and continuing uncertainty of the COVID pandemic on the business, all reporting units were quantitatively tested. For the Nurse and Allied Staffing and Physician Staffing reporting units, no impairment was identified as the fair value was substantially in excess of the carrying amount of goodwill.

However, the previously-reported Search reporting unit under-performed relative to management’s expectations in the second quarter of 2020. The lower than expected revenue was driven by: (i) the cancellation or postponement of a significant number of working searches, (ii) the decision to delay the hiring of new revenue producers, and (iii) the loss of customers, which were mostly related to the negative impacts of COVID. As a result, the Company performed quantitative testing of the Search reporting unit which resulted in impairment charges of $10.2 million for its goodwill and $0.3 million for its customer relationships.

In order to determine the fair value of the Search reporting unit, the Company used a combination of an income and market approach. The weighting was based on the specific characteristics, risks, and uncertainties of the Search reporting unit. The discounted cash flow that served as the primary basis for the income approach was based on the Company’s discrete financial forecast of revenue, gross profit margins, operating costs, and cash flows. The Company also considered estimated future results, economic and market conditions including the timing and duration of COVID, as well as the impact of planned business and operational strategies which impacted management's estimates of future cash flows, the discount rate, and the estimated long-term growth rate used in the discounted cash flow model. Assumptions used in the market approach were derived including an analysis of a range of valuation multiples of comparable public companies.

Although management believes that the Company's current estimates and assumptions utilized in its quantitative testing are reasonable and supportable, including its assumptions on the impact and timing related to variants of COVID, there can be no assurance that the estimates and assumptions management used for purposes of its assessment as of December 31, 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. During the year ended December 31, 2022, the Company performed a qualitative assessment of its trade names and other intangible assets and, as a result, the Company wrote off a discontinued IT project and recorded a $1.9 million impairment charge. During the year ended December 31, 2021, the Company wrote off a discontinued software development project, resulting in an immaterial impairment charge.

Intangible Asset Amortization

In connection with its rebranding efforts, the Company made a decision at the end of 2019 to phase out a trade name by the end of 2020, which as of December 31, 2019 would have been recognized over a weighted average life of 7.5 years. In the second quarter of 2020, the Company further accelerated its rebranding plan and shortened the estimated remaining life of the trade name. Total accelerated amortization resulting from the changes in the estimated remaining life of the trade name was $3.1 million, or $0.09 per share, for the year ended December 31, 2020.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net (loss) income	$ 188,461	$ 132,002	$ (12,142)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	12,576	9,852	12,671
Provision for allowances	15,328	6,499	4,269
Deferred income tax expense (benefit)	5,062	(9,927)	(932)
Non-cash lease expense	1,850	2,424	3,547
Impairment charges	5,597	2,070	16,248
Loss on early extinguishment of debt	3,728	0	0
Equity compensation	7,393	6,894	5,403
Other non-cash costs	199	1,828	990
Changes in operating assets and liabilities:
Accounts receivable	(153,229)	(318,420)	(4,745)
Prepaid expenses and other assets	(6,915)	(3,364)	(2,083)
Income taxes	(20,111)	7,488	1,348
Accounts payable and accrued expenses	79,712	83,286	7,239
Operating lease liabilities	(4,962)	(6,753)	(5,872)
Other	(639)	503	1,263
Net cash provided by (used in) operating activities	134,050	(85,618)	27,204
Cash flows from investing activities
Acquisitions, net of cash acquired	(35,182)	(27,970)	0
Acquisition-related settlements	94	1,094	0
Purchases of property and equipment	(8,786)	(7,170)	(4,615)
Net cash used in investing activities	(43,874)	(34,046)	(4,615)
Cash flows from financing activities
Proceeds from term loan	0	175,000	0
Principal payments on term loan	(100,438)	(688)	0
Principal payments on note payable	(2,426)	(2,426)	(2,426)
Debt issuance costs	(3,237)	(6,098)	(81)
Borrowings under Senior Secured Asset-Based revolving credit facility	1,700,030	443,544	420,334
Repayments on Senior Secured Asset-Based revolving credit facility	(1,632,430)	(487,753)	(437,900)
Cash paid for shares withheld for taxes	(5,267)	(2,230)	(658)
Payment of contingent consideration	(7,500)	0	(79)
Cash payments to noncontrolling shareholder	0	(210)	(1,153)
Stock repurchase and retirement	(35,285)	0	0
Other	(1,046)	(45)	(47)
Net cash (used in) provided by financing activities	(87,599)	119,094	(22,010)
Effect of exchange rate changes on cash	(9)	6	(11)
Change in cash and cash equivalents	2,568	(564)	568
Cash and cash equivalents at beginning of year	1,036	1,600	1,032
Cash and cash equivalents at end of year	3,604	1,036	1,600
Supplemental disclosure of cash flow information:
Interest paid	12,859	5,773	2,666
Income taxes paid	$ 82,893	$ 3,608	$ 612

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Summary of Restricted Stock Award Activity

The following table summarizes restricted stock awards and performance stock awards activity issued under the Plans for the year ended December 31, 2022:


	Restricted Stock Awards			Performance Stock Awards
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Target Shares	Weighted Average Grant Date Fair Value
Unvested restricted stock awards, January 1, 2022	1,039,455	$	9.75	522,166	$	8.64
Granted	289,624	$	20.84	171,873	$	18.94
Vested	(575,051)	$	9.14	(170,278)	$	7.03
Forfeited	(79,520)	$	14.10	(47,675)	$	12.33
Unvested restricted stock awards, December 31, 2022	674,508	$	14.53	476,086	$	12.56

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 3,604	$ 1,036
Accounts receivable, net of allowances of $14,696 in 2022 and $6,881 in 2021	641,611	493,910
Income taxes receivable	10,915	0
Prepaid expenses	11,067	7,648
Insurance recovery receivable	7,434	5,041
Other current assets	1,042	638
Total current assets	675,673	508,273
Property and equipment, net	19,662	15,833
Operating lease right-of-use assets	3,254	7,488
Goodwill	163,268	119,490
Other intangible assets, net	44,723	48,244
Non-current deferred tax assets	7,092	11,525
Non-current insurance recovery receivable	23,058	13,998
Other non-current assets	11,109	7,958
Total assets	947,839	732,809
Current liabilities:
Accounts payable and accrued expenses	185,507	109,753
Accrued compensation and benefits	72,605	65,580
Current portion of debt	0	4,176
Operating lease liabilities - current	4,132	4,090
Income tax payable	20	7,307
Current portion of earnout liability	7,500	7,500
Other current liabilities	1,876	1,364
Total current liabilities	271,640	199,770
Non-current debt, less current portion	148,735	176,366
Operating lease liabilities - non-current	4,880	10,853
Non-current accrued claims	35,881	25,314
Non-current earnout liability	18,000	9,000
Uncertain tax positions - non-current	7,646	8,994
Other non-current liabilities	3,838	4,984
Total liabilities	490,620	435,281
Commitments and contingencies
Stockholders' equity:
Common stock—$0.0001 par value; 100,000,000 shares authorized; 36,302,618 and 37,023,644 shares issued and outstanding at December 31, 2022 and 2021, respectively	4	4
Additional paid-in capital	292,876	321,552
Accumulated other comprehensive loss	(1,387)	(1,293)
Retained earnings (accumulated deficit)	165,726	(22,735)
Total stockholders' equity	457,219	297,528
Total liabilities and stockholders' equity	$ 947,839	$ 732,809

Earnings Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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:


	Year Ended December 31,
	2022		2021		2020
	(amounts in thousands, except per share data)
Numerator:



Net income (loss) attributable to common stockholders - Basic and Diluted	$	188,461	$	132,002	$	(12,962)

Denominator:
Weighted average common shares - Basic	37,012		36,689		36,088
Effective of diluted shares:
Share-based awards	524		703		—

Weighted average common shares - Diluted	37,536		37,392		36,088

Net income (loss) per share attributable to common stockholders - Basic	$	5.09	$	3.60	$	(0.36)

Net income (loss) per share attributable to common stockholders - Diluted	$	5.02	$	3.53	$	(0.36)

For the year 2020, no tax benefits were assumed for the potentially dilutive shares due to the Company's net operating loss position.


	Year Ended December 31,
	2022	2021	2020
	(amounts in thousands)
Share-based awards	55	6	663

Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended							12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Significant Accounting Policies [Line Items]
Restructuring costs	$ 0	$ 2,500	$ 0	$ 0	$ 0	$ 800	$ 1,200	$ 1,861	$ 2,630	$ 6,052
Sales allowance, billing-related adjustments	1,600			800				1,600	800
Prepaid implementation costs	500			500				500	500
Capitalized implementation costs	4,460			4,840				4,460	4,840
Implementation costs, amortization								600	400	0
Outstanding standby letters of credit as collateral	17,700			16,700				17,700	16,700
Unbilled contracts receivable	152,400			140,000				152,400	140,000
Equity compensation								7,400	6,900	5,400
Advertising costs								16,100	9,500	6,200
Cumulative impact of currency fluctuations	1,500			1,300				1,500	1,300
Claims-Based Liability Insurance
Significant Accounting Policies [Line Items]
Self insured retention per claim	500							500
Claims-Based Liability Insurance \| MDA Holdings Inc
Significant Accounting Policies [Line Items]
Letter of credit for malpractice claims	$ 400			$ 1,500				400	1,500
Lease-Related Exit Costs
Significant Accounting Policies [Line Items]
Restructuring costs								$ 765	$ 544	$ 2,190
Revenue Benchmark \| Service \| Services
Significant Accounting Policies [Line Items]
Concentration risk percentage								5.00%	5.00%	5.00%
Minimum
Significant Accounting Policies [Line Items]
Threshold period, past due for payment of services provided								30 days
Estimated useful life of assets								3 years
Short term leases period								3 months
Intangible assets- useful life								2 years
Maximum
Significant Accounting Policies [Line Items]
Threshold period, past due for payment of services provided								60 days
Estimated useful life of assets								10 years
Short term leases period								6 months
Intangible assets- useful life								16 years
Maximum \| Leasehold improvements
Significant Accounting Policies [Line Items]
Short term leases period								10 years

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts in the 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 COVID 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.

Risks and Uncertainties

The Company’s future results of operations and liquidity could be materially adversely affected by macroeconomic factors contributing to delays in payments from customers and inflationary pressure, uncertain or reduced demand, and the impact of any initiatives or programs that the Company may undertake to address financial and operational challenges faced by its customers.

The Company is also subject to additional risks and uncertainties due to the ongoing COVID pandemic. The extent of the impact on the Company’s business is highly uncertain and difficult to predict. See associated risk factors in Item 1A. Risk Factors in this Annual Report on Form 10-K.

Cash and Cash Equivalents

The Company considers all investments with original maturities of three months or less to be cash and cash equivalents. Interest income on cash and cash equivalents was immaterial for the years ended December 31, 2022, 2021, and 2020, and is included in other income (expense), net, in the consolidated statements of operations and comprehensive income (loss).

Accounts Receivable, Allowance for Doubtful Accounts, and Concentration of Credit Risk

Accounts receivable potentially subject the Company to concentrations of credit risk. The Company generally does not require collateral and mitigates its credit risk by performing credit evaluations and monitoring at-risk accounts. The allowance for doubtful accounts 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 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 the ongoing COVID pandemic, 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
Allowance for Doubtful Accounts	(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
Bad Debt Expense	1,101		1,441
Write-Offs, net of Recoveries	(593)		(138)
Balance at September 30	11,365		4,632
Bad Debt Expense	2,947		2,372
Write-Offs, net of Recoveries	(1,254)		(917)
Balance at December 31	$	13,058	$	6,087

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 December 31, 2022 and December 31, 2021 was $1.6 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 healthcare systems with a significant percentage in acute-care facilities. No single customer accounted for more than 10% of the Company's accounts receivable balance as of December 31, 2022 and 2021, or revenue for the years ended December 31, 2022, 2021, and 2020.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is determined on a straight-line basis over the estimated useful lives of the assets, which generally range from three to ten years. Leasehold improvements are depreciated over the shorter of 10 years or the term of the individual lease. On an annual basis, the Company reviews its property and equipment listings and disposes of assets that are no longer in use.

Certain software development costs have been capitalized. Such costs include charges for consulting services and costs for Company personnel associated with programming, coding, and testing such software. Amortization of capitalized software costs is included in depreciation and amortization expense in the consolidated statements of operations and comprehensive income (loss) and begins when the software is ready for use. See Note 6 - Property and Equipment.

Cloud Computing Arrangements

Implementation costs associated with cloud computing arrangements are capitalized when incurred during the application development phase. In connection with the licensing of software products, the Company has entered into arrangements in which it does not take possession of the software; rather, the software application resides on the vendor's or a third-party's hardware, and the Company accesses and uses the software on an as-needed basis over the Internet or via a dedicated line. Therefore, the cloud computing arrangement does not give rise to an intangible asset. Costs are capitalized in accordance with the Company’s policies for other capitalizable service costs. Amortization is calculated over the contractual term of the cloud computing arrangement and is included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). As of December 31, 2022 and 2021, the Company has a current asset of $0.5 million included in prepaid expenses and a non-current asset of $4.5 million and $4.8 million, respectively, included in other non-current assets in the consolidated balance sheets that have been capitalized in conjunction with implementations. Amortization of the cloud computing assets was $0.6 million and $0.4 million for the years ended December 31, 2022 and 2021, respectively, and immaterial for the year ended December 31, 2020.

Leases

The Company determines whether an arrangement constitutes a lease at commencement. Operating leases are included in operating lease right-of-use assets, operating lease liabilities - current, and operating lease liabilities - non-current in the consolidated balance sheets. Finance leases are included in other non-current assets, other current liabilities, and other long-term liabilities in the consolidated balance sheets. See Note 9 - Leases.

Right-of-use assets are measured based on the corresponding lease liability adjusted for: (i) payments made to the lessor at or before the commencement date; (ii) initial direct costs; and (iii) tenant incentives under the lease. Rent expense commences when the lessor makes the underlying asset available to the Company. Lease liabilities are measured based on the present value of the total lease payments not yet paid discounted based on its incremental borrowing rate, as the rate implicit in the lease is not determinable. The Company estimates its incremental borrowing rate based on an analysis of publicly-traded debt securities of companies with credit and financial profiles similar to its own. The variable portion of the lease payments is not included in the right-of-use assets or lease liabilities. Rather, variable payments, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred and are included in lease expense in selling, general and administrative expense in the consolidated statements of operations and comprehensive income (loss). Rent expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement.

The Company leases apartments for eligible field employees under short-term agreements (typically three to six months), which generally coincide with each employee’s staffing contract. Costs relating to these leases are included in direct operating expenses in the consolidated statements of operations and comprehensive income (loss).

Business Combinations

Business combinations are accounted for at fair value. The associated acquisition costs are expensed as incurred and recorded as acquisition and integration-related costs; noncontrolling interests, if any, are reflected at fair value at the acquisition date; restructuring costs associated with a business combination are expensed; contingent consideration is measured at fair value at the acquisition date, with changes in the fair value after the acquisition date affecting earnings; and goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets and liabilities acquired. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management's estimates and assumptions, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill or require acceleration of the amortization expense of

finite-lived intangible assets. The results of the acquired businesses' operations are included in the consolidated statements of operations and comprehensive income (loss) of the combined entity beginning on the date of acquisition. See Note 4 - Acquisitions.

Goodwill, Trade Names, and Other Intangible Assets

Goodwill represents the excess of purchase price and related costs over the fair value assigned to the net tangible and identifiable intangible assets of businesses acquired. Other identifiable intangible assets with definite lives are being amortized using the straight-line method over their estimated useful lives which have ranged from 2 to 16 years. Goodwill and certain intangible assets with indefinite lives are not amortized. Instead, these assets are reviewed for impairment annually at the beginning of the fourth quarter, and whenever circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

When reviewed, the Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, as a basis for determining whether it is necessary to perform the quantitative testing. If it is determined that a quantitative test is necessary or more efficient than a qualitative approach, the Company measures the fair value of its reporting units using a combination of income and market approaches.

The Company performs its annual review on October 1. If the reporting unit’s carrying value exceeds its fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value not to exceed the total amount of goodwill allocated to that reporting unit. Additionally, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss is considered, if applicable.

The Company determines its reporting units by identifying its operating segments and any component businesses and aggregates the component businesses if they have similar economic characteristics.

Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. However, fair values that could be realized in an actual transaction may have differed from those used to evaluate the potential impairment of goodwill.

Long-lived assets and identifiable intangible assets with definite lives are evaluated for impairment. Long-lived assets and definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable.

Recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset group to the future undiscounted net cash flow that is expected to be generated by those assets. If such assets are considered to be impaired, the impairment charge recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Any related impairment losses are recognized in earnings and included in the caption impairment charges in the consolidated statements of operations and comprehensive income (loss). See Note 5 - Goodwill, Trade Names, and Other Intangible Assets.

Debt Discount and Debt Issuance Costs

Stated discounts on proceeds and other fees reimbursed to lenders were treated as a discount associated with the respective debt instrument and presented in the balance sheet as an offset to the carrying amount of the debt. Debt issuance costs associated with the revolving line-of-credit are presented as an asset, included in other non-current assets in the balance sheet. Discounts are amortized to interest expense using the effective interest rate method, or a method that approximates the effective interest rate method, over the expected life of the debt.

Sales and Other State Non-Income Tax Liabilities

The Company's sales and other state non-income tax filings are subject to routine audits by authorities in the jurisdictions where it conducts business in the United States which may result in assessments of additional taxes. The Company accrues sales and other state non-income tax liabilities based on the Company’s best estimate of its probable liability utilizing currently available information and interpretation of relevant tax regulations. Given the nature of the Company’s business, some subjectivity exists as to both whether sales and other state non-income taxes can be assessed on its activity and how the sales tax will ultimately be measured by the relevant jurisdictions. The Company makes a determination for each reporting period whether the estimates for sales and other non-income taxes in certain states should be revised. The expense is included in selling, general and administrative expenses on its consolidated statements of operations and comprehensive income (loss) and the liability is reflected in sales tax payable within other current liabilities in the consolidated balance sheets.

Insurance Claims

The Company provides workers’ compensation insurance coverage, professional liability coverage, and healthcare benefits for eligible employees. The Company records its estimate of the ultimate cost of, and reserves for, workers' compensation and professional liability benefits based on actuarial models prepared or reviewed by an independent actuary using the Company’s loss history as well as industry statistics. The healthcare insurance accrual is for estimated claims that have occurred but have not been reported and is based on the Company’s historical claim submission patterns. Furthermore, in determining its reserves, the Company includes reserves for estimated claims incurred but not reported as well as unfavorable claims development.

Under circumstances such as in the Company’s insured professional liability and workers' compensation policies, since a right of legal offset does not exist due to the fact that there are three parties to an incurred claim, the insured, the insurer, and the claimant, the related liability to the claimant should be classified separately on a gross basis with a separate related receivable from the insurer recognized as being due from insurance carriers. Accordingly, the Company’s consolidated balance sheets as of December 31, 2022 and 2021 reflect the related short-term liabilities in accrued compensation and benefits and the related long-term liabilities as non-current accrued claims, and the short-term receivable portion as insurance recovery receivable and the long-term portion as non-current insurance recovery receivable. See Note 7 - Balance Sheet Details. The ultimate cost of workers’ compensation, professional liability, and health insurance claims will depend on actual amounts incurred to settle those claims and may differ from the amounts reserved by the Company for those claims.

Workers’ compensation benefits are provided under a partially self-insured plan. The Company has letters of credit to guarantee payments of claims. At December 31, 2022 and 2021, the Company had outstanding approximately $17.7 million and $16.7 million, respectively, of standby letters of credit as collateral to secure the self-insured portion of this plan.

The Company has occurrence-based primary professional liability policies that provide the Company and each working professional in its nurse and allied healthcare business with coverage. The Company has a claims-made professional liability policy for its physicians and advanced practitioners, with a $0.5 million self-insured retention per claim. At December 31, 2022 and 2021, the Company had outstanding $0.4 million and $1.5 million, respectively, of standby letters of credit as collateral to secure reimbursement of expenses under the existing plan.

Subject to certain limitations, the Company also has umbrella liability coverage for its working nurses and allied healthcare professionals. While this umbrella coverage does not extend to professional liability claims against its independent contractor physicians and advanced practitioners, it does cover claims brought against all of the Company’s subsidiaries for non-patient general liability.

Revenue Recognition

Revenue from the Company’s services is recognized when control of the promised services are transferred to the Company’s customers, in an amount that reflects the consideration it expects to receive in exchange for the service. The Company has concluded that transfer of control of its staffing services, which represents the majority of its revenues, occurs over time as the services are provided.

The following is a description of the nature, amount, timing, and uncertainty of revenue and cash flows from which the Company generates revenue.

Temporary Staffing Revenue

Revenue from temporary staffing is recognized as control of the services is transferred over time and is based on hours worked by the Company’s field staff. The Company recognizes the majority of its revenue at the contractual amount the Company has the right to invoice for services completed to date. Generally, billing to customers occurs weekly, bi-weekly, or monthly and is aligned with the payment of services to the temporary staff. Accounts receivable includes estimated revenue for employees’ and independent contractors’ time worked but not yet invoiced. At December 31, 2022 and December 31, 2021, the Company's estimate of amounts that had been worked but had not been billed totaled $152.4 million and $140.0 million, respectively, and are included in accounts receivable in the consolidated balance sheets.

Other Services Revenue

The Company offers other optional services to its customers that are transferred over time including: managed service programs (MSP) providing agency services (as further described below in Gross Versus Net Policies), recruitment process outsourcing (RPO), other outsourcing services, and retained search services, as well as separately billable travel and housing costs, which in total amount to less than 5% of its consolidated revenue for the years ended December 31, 2022, 2021, and 2020. Generally, billing and payment terms for MSP agency services is consistent with temporary staffing as the customers are similar or the same. Revenue from these services are recognized based on the contractual amount for services completed to date which best depicts the transfer of control of services. The Company does not, in the ordinary course of business, offer warranties or refunds.

Gross Versus Net Policies

The Company records revenue on a gross basis as a principal or on a net basis as an agent depending on the contracted arrangement, as follows:

Managed Service Programs (MSP)

The Company has certain contracts with healthcare facilities to provide comprehensive services through its MSPs. Under these contractual arrangements, the customer’s orders are filled with either one of the Company's healthcare professionals or a third party's healthcare professionals (subcontractors).

When its healthcare professional is staffed, the Company determined that it acts as a principal in the arrangement, as it is considered the employer of record. Accordingly, revenue is reported on a gross basis in the consolidated statements of operations and comprehensive income (loss).

Alternatively, the Company determined that it acts as an agent in the arrangement when a subcontracted healthcare professional is staffed, as the Company does not control the services before they are transferred to the customer. Accordingly, revenue is reported on a net basis in the consolidated statements of operations and comprehensive income (loss). The customer is invoiced for the hours worked by the subcontracted healthcare professional multiplied by the hourly bill rate. A subcontractor liability is recognized as a reduction of revenue, net of an administrative fee, and is generally payable after the Company has received payment from its customer. The Company’s administrative fee is calculated as a percentage of the customer’s invoice and is recognized over time as the services are rendered by the subcontracted healthcare professional. The Company does not collect or recognize an upfront placement fee.

Physician Staffing

The Physician Staffing business has contracts with its healthcare customers to provide temporary staffing services. The Company uses independent contractors for these services. The Company determined that it acts as a principal in these arrangements and, therefore, revenue is reported on a gross basis in the consolidated statements of operations and comprehensive income (loss).

See Note 3 - Revenue Recognition for the Company's revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenue.

Contract Costs

All contract fulfillment costs are expensed as incurred to direct operating expenses. There were no contract assets or material contract liabilities as of December 31, 2022 and 2021.

Practical Expedients and Exemptions

For the Company’s contracts that have an original duration of one year or less, the Company uses the practical expedients and has elected to recognize any incremental costs of obtaining these contracts as expensed when incurred. Further, the Company does not disclose the value of unsatisfied performance obligations for: (i) contracts with an original expected length of one year or less; and (ii) contracts for which it recognizes revenue at the amount to which it has the right to invoice for services performed.

Share-Based Compensation

For the years ended December 31, 2022, 2021, and 2020, the Company granted performance-based stock awards and restricted stock for a fixed number of common shares to employees. The Company values its restricted stock awards and the fair value of its performance-based stock awards by reference to its stock price on the date of grant. The Company has elected to recognize compensation expense on a straight-line basis over the requisite service period of the entire award.

The Company granted performance-based stock awards to certain key personnel pursuant to its 2014 Omnibus Incentive Plan, amended and restated on May 23, 2017 (2017 Plan), and replaced by the 2020 Omnibus Incentive Plan, effective for awards granted after May 19, 2020, as described in Note 14 - Stockholders' Equity. Pursuant to the plans, the number of target shares that vest are determined based on the level of attainment of the targets. If a minimum level of performance is attained for the awards, restricted stock is issued based on the level of attainment. The Company recognizes performance-based restricted stock as compensation expense based on the most likely probability of attaining the prescribed performance and over the requisite service period beginning at its grant date and through the date the restricted stock vests.

Compensation expense related to share-based payments is included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss), and totaled $7.4 million, $6.9 million, and $5.4 million during the years ended December 31, 2022, 2021, and 2020, respectively. See Note 14 - Stockholders’ Equity.

Advertising

The Company’s advertising expense consists of programmatic advertising, display, search, internet, social media, video, and promotional aids and materials. Advertising costs are expensed as incurred and totaled $16.1 million, $9.5 million, and $6.2 million for the years ended December 31, 2022, 2021, and 2020, respectively, and are included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss).

Restructuring Costs

The Company considers restructuring activities to be programs whereby it fundamentally changes its operations, such as closing and consolidating facilities, reducing headcount, and realigning operations in response to changing market conditions. As a result, restructuring costs on the consolidated statements of operations and comprehensive income (loss) primarily include employee termination costs and lease-related exit costs.

Reconciliations of the employee termination costs and lease-related exit costs beginning and ending liability balance is presented below:


	Year Ended December 31,
	2022				2021				2020
	(amounts in thousands)
	Employee Termination Costs		Lease-Related Exit Costs		Employee Termination Costs		Lease-Related Exit Costs		Employee Termination Costs		Lease-Related Exit Costs
Balance at beginning of period	$	160	$	2,423	$	499	$	2,687	$	386	$	1,223
Charged to restructuring(a)	792		765		814		544		2,525		2,190
Payments and adjustments	(153)		(992)		(1,153)		(808)		(2,412)		(726)
Balance at end of period	$	799	$	2,196	$	160	$	2,423	$	499	$	2,687

________________

(a) Restructuring costs in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2022 include a benefit of $1.4 million in the second quarter associated with the early termination of the lease for one of the Company's corporate offices which was previously restructured. Aside from what is presented in the table above, restructuring costs in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2021 and 2020 include $1.3 million and $1.1 million, respectively, and an immaterial amount for the year ended December 31, 2022, of ongoing lease costs related to the Company's strategic reduction in its real estate footprint, which are included as operating lease liabilities - current and non-current in our consolidated balance sheets. Other costs were immaterial for the years ended December 31, 2022, 2021, and 2020.

Income Taxes

Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The Company recognizes in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes.

The Company determines the need for a valuation allowance by assessing the probability of realizing deferred tax assets, taking into consideration all available positive and negative evidence, including historical operating results, expectations of future taxable income, carryforward periods available to the Company for tax reporting purposes, the evaluation of various income tax planning strategies, and other relevant factors. The Company maintains a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset will not be realized based on consideration of all available evidence. Adjustments to the deferred tax valuation allowances are made to earnings in the period when such assessments are made. Significant judgment is required in making this assessment. See Note 13 - Income Taxes.

Comprehensive Income (Loss)

Total comprehensive income (loss) includes net income or loss and foreign currency translation adjustments, net of any related deferred taxes, and is included within the accompanying consolidated statements of operations and comprehensive income (loss). 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 consolidated balance sheets and was an unrealized loss of $1.5 million at December 31, 2022 and $1.3 million at December 31, 2021.

The income tax impact related to components of other comprehensive income (loss) for the years ended December 31, 2022 and 2021 is included in unrealized foreign currency translation loss, net of tax in the consolidated statements of operations and comprehensive income (loss). There was no income tax impact related to components of other comprehensive income (loss) for the year ended December 31, 2020.

Fair Value Measurements

Financial Accounting Standards Board (FASB) guidance defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements. The Company’s financial assets and liabilities required to be measured on a recurring basis were its: (i) deferred compensation asset and (ii) deferred compensation liability as of December 31, 2022. See Note 10 - Fair Value Measurements.

Earnings Per Share

Basic earnings per share is computed by dividing net income available to common stockholders (numerator) by the weighted average number of vested unrestricted common shares outstanding during the period (denominator). Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period including stock appreciation rights and options and unvested restricted stock, as calculated utilizing the treasury stock method. See Note 15 - Earnings Per Share.

Recent Accounting Pronouncements

On October 28, 2021, the FASB issued Accounting Standards Update (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 Accounting Standards Codification (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 expects to adopt this standard in its first quarter of 2023 as it relates to applicable acquisitions.

Acquisitions - Selected (Details) - USD ($) $ in Thousands	Dec. 16, 2021	Dec. 31, 2022	Dec. 31, 2021
Asset Acquisition [Line Items]
Goodwill		$ 163,268	$ 119,490
Selected, Inc
Asset Acquisition [Line Items]
Cash consideration, gross	$ 3,500
Equity consideration for acquisition value	$ 1,500
Equity consideration for acquisition (in shares)	59,429
Contingent consideration liabilities	$ 1,500
Other intangible assets	$ 4,600
Weighted average useful life of assets acquired	5 years
Goodwill	$ 400
Selected, Inc \| Trade names
Asset Acquisition [Line Items]
Other intangible assets	$ 0
Weighted average useful life of assets acquired	2 years
Selected, Inc \| Software
Asset Acquisition [Line Items]
Other intangible assets	$ 1,700
Weighted average useful life of assets acquired	5 years
Selected, Inc \| Databases
Asset Acquisition [Line Items]
Other intangible assets	$ 2,900
Weighted average useful life of assets acquired	5 years

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2022	Feb. 15, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	0-33169
Entity Registrant Name	Cross Country Healthcare, Inc
Entity Incorporation, State or Country Code	DE
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 729,928,318
Entity Common Stock, Shares Outstanding		36,820,264
Documents Incorporated by Reference	Portions of the Registrant’s definitive proxy statement for the 2023 Annual Meeting of Stockholders, which statement will be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report, are incorporated by reference into Part III hereof.
Entity Central Index Key	0001141103
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

Goodwill, Trade Names, and Other Intangible Assets - Changes in Carrying Amount of Goodwill by Segment (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Goodwill balances
Aggregate goodwill acquired, beginning of period	$ 439,851
Accumulated impairment loss, beginning of period	(310,472)
Goodwill, net of impairment loss, beginning of period	119,490
Goodwill acquisition adjustment	(6,130)
Aggregate goodwill acquired	49,908
Aggregate goodwill acquired, end of period	483,629
Accumulated impairment loss, end of period	(310,472)
Goodwill, net of impairment loss, end of period	163,268
Sale of business
Goodwill balances
Aggregate goodwill acquired, beginning of period	9,889
Aggregate goodwill acquired, end of period	9,889
Nurse And Allied Staffing
Goodwill balances
Aggregate goodwill acquired, beginning of period	396,446
Accumulated impairment loss, beginning of period	(269,874)
Goodwill, net of impairment loss, beginning of period	116,683
Goodwill acquisition adjustment	(6,130)
Aggregate goodwill acquired	14,692
Aggregate goodwill acquired, end of period	405,008
Accumulated impairment loss, end of period	(269,874)
Goodwill, net of impairment loss, end of period	125,245
Nurse And Allied Staffing \| Sale of business
Goodwill balances
Aggregate goodwill acquired, beginning of period	9,889
Aggregate goodwill acquired, end of period	9,889
Physician Staffing
Goodwill balances
Aggregate goodwill acquired, beginning of period	43,405
Accumulated impairment loss, beginning of period	(40,598)
Goodwill, net of impairment loss, beginning of period	2,807
Goodwill acquisition adjustment	0
Aggregate goodwill acquired	35,216
Aggregate goodwill acquired, end of period	78,621
Accumulated impairment loss, end of period	(40,598)
Goodwill, net of impairment loss, end of period	38,023
Physician Staffing \| Sale of business
Goodwill balances
Aggregate goodwill acquired, beginning of period	0
Aggregate goodwill acquired, end of period	$ 0

- Definition

+ References + Details

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue from Contract with Customer, Product and Service [Extensible List]	Service	Service	Service
Revenue from services	$ 2,806,609	$ 1,676,652	$ 836,417
Operating expenses:
Direct operating expenses	2,178,923	1,301,653	633,685
Selling, general and administrative expenses	324,209	215,292	173,809
Bad debt expense	9,609	4,783	3,035
Depreciation and amortization	12,576	9,852	12,671
Acquisition and integration-related costs	726	1,068	77
Restructuring costs	1,861	2,630	6,052
Impairment charges	5,597	2,070	16,248
Total operating expenses	2,533,501	1,537,348	845,577
Income (loss) from operations	273,108	139,304	(9,160)
Other expenses (income):
Interest expense	14,391	6,866	2,890
Loss on early extinguishment of debt	3,728	0	0
Other (income) expense, net	(1,336)	(770)	280
Income (loss) before income taxes	256,325	133,208	(12,330)
Income tax expense (benefit)	67,864	1,206	(188)
Consolidated net income (loss)	188,461	132,002	(12,142)
Less: Net income attributable to noncontrolling interest in subsidiary	0	0	820
Net income (loss) attributable to common stockholders	188,461	132,002	(12,962)
Other comprehensive loss:
Foreign currency translation adjustment, net of taxes	(94)	(13)	(40)
Comprehensive income (loss)	188,367	131,989	(12,182)
Less: Net income attributable to noncontrolling interest in subsidiary	0	0	820
Comprehensive income (loss) attributable to common stockholders	$ 188,367	$ 131,989	$ (13,002)
Net income (loss) per share attributable to common stockholders - Basic (usd per share)	$ 5.09	$ 3.60	$ (0.36)
Net income (loss) per share attributable to common stockholders - Diluted (usd per share)	$ 5.02	$ 3.53	$ (0.36)
Weighted average common shares outstanding:
Basic (in shares)	37,012	36,689	36,088
Diluted (in shares)	37,536	37,392	36,088

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue from services	$ 628,218	$ 636,098	$ 753,561	$ 788,732	$ 640,679	$ 374,905	$ 331,827	$ 329,241	$ 2,806,609	$ 1,676,652	$ 836,417
Temporary Staffing Services
Disaggregation of Revenue [Line Items]
Revenue from services									2,730,528	1,636,817	805,260
Other Services
Disaggregation of Revenue [Line Items]
Revenue from services									76,081	39,835	31,157
Nurse And Allied Staffing
Disaggregation of Revenue [Line Items]
Revenue from services									2,700,383	1,605,781	768,483
Nurse And Allied Staffing \| Temporary Staffing Services
Disaggregation of Revenue [Line Items]
Revenue from services									2,629,088	1,568,974	740,441
Nurse And Allied Staffing \| Other Services
Disaggregation of Revenue [Line Items]
Revenue from services									71,295	36,807	28,042
Physician Staffing
Disaggregation of Revenue [Line Items]
Revenue from services									106,226	70,871	67,934
Physician Staffing \| Temporary Staffing Services
Disaggregation of Revenue [Line Items]
Revenue from services									101,440	67,843	64,819
Physician Staffing \| Other Services
Disaggregation of Revenue [Line Items]
Revenue from services									$ 4,786	$ 3,028	$ 3,115

- Definition

+ References

+ Details

Segment Data

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Segment Data

In the first quarter of 2021, the Company modified its disclosures of reportable segments to better align with its management structure and to reflect how the operating results are regularly reviewed by the chief operating decision maker, resulting in two reportable segments, Nurse and Allied Staffing and Physician Staffing. The results of the previously-reported Search segment have been consolidated within Nurse and Allied Staffing for all periods presented. 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, and healthcare leaders within nursing, allied, physician, human resources, and finance, 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 customers 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 (loss) from operations for the periods indicated are as follows:


	Year Ended December 31,
	2022		2021		2020
	(amounts in thousands)
Revenues from services:
Nurse and Allied Staffing	$	2,700,383	$	1,605,781	$	768,483
Physician Staffing	106,226		70,871		67,934
	$	2,806,609	$	1,676,652	$	836,417
Contribution income:
Nurse and Allied Staffing	$	355,447	$	205,738	$	74,169
Physician Staffing	5,508		4,328		3,619
	360,955		210,066		77,788

Corporate overhead(a)	67,087		55,142		51,900
Depreciation and amortization	12,576		9,852		12,671

Acquisition and integration-related costs	726		1,068		77
Restructuring costs	1,861		2,630		6,052

Impairment charges	5,597		2,070		16,248
Income (loss) from operations	$	273,108	$	139,304	$	(9,160)

_______________

(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).

As a result of modifying the Company's reportable segments, revenue in the amount of $10.5 million and contribution loss in the amount of $1.1 million, included in the previously-reported Search segment have been reclassified to Nurse and Allied Staffing for the year ended December 31, 2020.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Goodwill, Trade Names, and Other Intangible Assets - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 8,051
2024	7,399
2025	6,840
2026	5,632
2027	3,461
Thereafter	7,440
Net Carrying Amount	$ 38,823	$ 42,344

Fair Value Measurements - Estimated Fair values Assets and Liabilities Measured on Recurring Basis (Details) - Level 1 - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred compensation liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation liability	$ 2,507	$ 2,457
Deferred compensation asset
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation asset	$ 2,477	$ 1,398

Balance Sheet Details (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Insurance recovery receivable:
Insurance recovery for health claims	$ 1,143	$ 300
Insurance recovery for workers’ compensation claims	3,117	2,836
Insurance recovery for professional liability claims	3,174	1,905
Insurance recovery receivable	7,434	5,041
Non-current insurance recovery receivable:
Insurance recovery for workers’ compensation claims	5,831	4,861
Insurance recovery for professional liability claims	17,227	9,137
Non-current insurance recovery receivable	23,058	13,998
Other non-current assets:
Security deposits	724	672
Deferred compensation assets	2,477	1,398
Net debt issuance costs	$ 3,437	$ 991
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other non-current assets	Other non-current assets
Finance lease right-of-use assets	$ 11	$ 57
Cloud computing asset	4,460	4,840
Other non-current assets	11,109	7,958
Accounts payable and accrued expenses:
Trade accounts payable	12,863	3,143
Subcontractor payable	145,587	91,712
Accrued expenses	27,057	14,898
Accounts payable and accrued expenses	185,507	109,753
Accrued compensation and benefits:
Salaries and payroll taxes	40,983	39,139
Accrued bonuses and commissions	11,798	10,755
Accrued workers’ compensation claims	9,147	8,394
Accrued professional liability claims	3,426	2,448
Accrued health care claims	6,179	4,081
Accrued vacation	1,072	763
Accrued compensation and benefits	72,605	65,580
Non-current accrued claims:
Accrued workers’ compensation claims	14,699	11,777
Accrued professional liability claims	21,182	13,537
Non-current accrued claims	35,881	25,314
Other non-current liabilities:
Restructuring	1,084	1,829
Deferred tax liability	247	190
Deferred compensation	2,507	2,457
Other	0	508
Other non-current liabilities	$ 3,838	$ 4,984

Stockholders' Equity - Stock Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Aug. 16, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchase and retirement (in shares)		0	0
Stock repurchase and retirement	$ 35,285
Common stock, shares outstanding (in shares)	36,302,618	37,023,644
New Repurchase Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchase program, authorized amount				$ 100,000
Common shares amount left remaining to repurchase under the plan (up to)	$ 76,200
Prior Repurchase Program And New Repurchase Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchase and retirement (in shares)	1,364,815
Stock repurchase and retirement	$ 35,300
Average market price (in usd per share)	$ 25.83
ABL Credit Agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum annual repurchase amount	$ 5,000
Term Loan Agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum annual repurchase amount	$ 5,500

Debt -2021 Term Loan Credit Agreement (Details) - Term Loan - USD ($)					3 Months Ended		4 Months Ended
	Oct. 26, 2022	Jun. 23, 2022	Nov. 18, 2021	Jun. 08, 2021	Dec. 31, 2022	Jun. 30, 2022	Oct. 26, 2022
2021 Term Loan Credit Agreement
Debt Instrument [Line Items]
Payment for debt prepayment	$ 50,000,000	$ 50,000,000					$ 100,000,000
Debt term				6 years
Face amount			$ 75,000,000	$ 100,000,000
Quarterly installment amount			400,000	$ 300,000
Extinguishment fees							$ 1,000,000
Write off of debt issuance costs					$ 1,300,000	$ 1,400,000
2021 Term Loan Credit Agreement \| LIBOR
Debt Instrument [Line Items]
Interest margin (percent)				5.75%
Interest margin floor (percent)				0.75%
2021 Term Loan Credit Agreement, Aggregate Amount of all Increases
Debt Instrument [Line Items]
Face amount			$ 115,000,000

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment	$ 37,344	$ 33,562
Less accumulated depreciation and amortization	(17,682)	(17,729)
Property and equipment, net of accumulated depreciation and amortization	$ 19,662	15,833
Computer equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Property and equipment	$ 6,167	4,910
Computer software
Property, Plant and Equipment [Line Items]
Property and equipment	22,518	18,839
Office equipment
Property, Plant and Equipment [Line Items]
Property and equipment	$ 473	475
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years
Property and equipment	$ 2,078	2,475
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment	3,462	2,523
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,646	$ 4,340
Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Minimum \| Computer software
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Minimum \| Office equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Maximum \| Computer software
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Maximum \| Office equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years

Summary of Significant Accounting Policies - Reconciliation of Restructuring Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring Reserve [Roll Forward]
Charged to restructuring costs	$ 0	$ 2,500		$ 0	$ 0	$ 0	$ 800	$ 1,200	$ 1,861	$ 2,630	$ 6,052
Gain on lease termination			$ 1,100
Employee Termination Costs
Restructuring Reserve [Roll Forward]
Balance at beginning of period				160				499	160	499	386
Charged to restructuring costs									792	814	2,525
Payments and adjustments									(153)	(1,153)	(2,412)
Balance at end of period	799				160				799	160	499
Lease-Related Exit Costs
Restructuring Reserve [Roll Forward]
Balance at beginning of period				$ 2,423				$ 2,687	2,423	2,687	1,223
Charged to restructuring costs									765	544	2,190
Payments and adjustments									(992)	(808)	(726)
Balance at end of period	$ 2,196				$ 2,423				2,196	2,423	2,687
Gain on lease termination			$ 1,400
Strategic Reduction Of Real Estate Footprint
Restructuring Reserve [Roll Forward]
Charged to restructuring costs									$ 0	$ 1,300	$ 1,100

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Supplemental Balance Sheet Information

The table below presents the lease-related assets and liabilities included on the consolidated balance sheets:


Classification on Consolidated Balance Sheets:	December 31, 2022			December 31, 2021
	(amounts in thousands)
Operating lease right-of-use assets	$	3,254		$	7,488
Operating lease liabilities - current	$	4,132		$	4,090
Operating lease liabilities - non-current	$	4,880		$	10,853

	December 31, 2022			December 31, 2021
Weighted average remaining lease term	2.3 years			3.4 years
Weighted average discount rate	6.31		%	6.39		%

Schedule of Operating Lease Maturity


Years Ending December 31:	(amounts in thousands)
2023	$	4,567
2024	3,098
2025	1,942
2026	69
2027	47

Total minimum lease payments	9,723
Less: amount of lease payments representing interest	(711)
Present value of future minimum lease payments	9,012
Less: operating lease liabilities - current	(4,132)
Operating lease liabilities - non-current	$	4,880

Schedule of Lease Costs

The table below provides information regarding supplemental cash flows:


	Year Ended December 31,
	2022		2021		2020
	(amounts in thousands)
Supplemental Cash Flow Information:
Cash paid for amounts included in the measurement of operating lease liabilities	$	5,753	$	6,150	$	7,111
Right-of-use assets acquired under operating lease	$	473	$	1,059	$	1,587

The components of lease expense are as follows:


	Year Ended December 31,
	2022		2021		2020
	(amounts in thousands)
Amounts Included in Consolidated Statements of Operations and Comprehensive Income (Loss):
Operating lease expense	$	2,550	$	3,538	$	4,874
Short-term lease expense	$	5,114	$	3,695	$	5,217
Variable and other lease costs	$	2,195	$	1,957	$	1,919

Balance Sheet Details

12 Months Ended

Dec. 31, 2022

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Details


	December 31,
	2022		2021
	(amounts in thousands)
Insurance recovery receivable:
Insurance recovery for health claims	$	1,143	$	300
Insurance recovery for workers’ compensation claims	3,117		2,836
Insurance recovery for professional liability claims	3,174		1,905
	$	7,434	$	5,041

Non-current insurance recovery receivable:
Insurance recovery for workers’ compensation claims	$	5,831	$	4,861
Insurance recovery for professional liability claims	17,227		9,137
	$	23,058	$	13,998

Other non-current assets:
Security deposits	$	724	$	672

Deferred compensation assets	2,477		1,398
Net debt issuance costs	3,437		991
Finance lease right-of-use assets	11		57
Cloud computing asset	4,460		4,840
	$	11,109	$	7,958
Accounts payable and accrued expenses:
Trade accounts payable	$	12,863	$	3,143
Subcontractor payable	145,587		91,712
Accrued expenses	27,057		14,898
	$	185,507	$	109,753
Accrued compensation and benefits:
Salaries and payroll taxes	$	40,983	$	39,139
Accrued bonuses and commissions	11,798		10,755
Accrued workers’ compensation claims	9,147		8,394
Accrued professional liability claims	3,426		2,448
Accrued health care claims	6,179		4,081
Accrued vacation	1,072		763
	$	72,605	$	65,580
Non-current accrued claims:
Accrued workers’ compensation claims	$	14,699	$	11,777
Accrued professional liability claims	21,182		13,537
	$	35,881	$	25,314
Other non-current liabilities:
Restructuring	$	1,084	$	1,829
Deferred tax liability	247		190
Deferred compensation	2,507		2,457



Other	—		508
	$	3,838	$	4,984

DEBT - Maturities of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total debt	$ 150,675	$ 185,938
Senior Secured Asset-Based Loan \| Senior Secured Asset-Based Loan
Debt Instrument [Line Items]
2023	0
2024	0
2025	0
2026	0
2027	0
Thereafter	76,800
Total debt	76,800	9,200
2021 Term Loan Credit Agreement \| Term Loan
Debt Instrument [Line Items]
2023	0
2024	0
2025	0
2026	0
2027	73,875
Thereafter	0
Total debt	73,875	174,312
Earnout Notes Payable \| Note Payable
Debt Instrument [Line Items]
Total debt	$ 0	$ 2,426

Stockholders' Equity - Summary of Restricted Stock Award Activity and Performance Stock Awards (Details) - $ / shares		12 Months Ended
	Mar. 31, 2022	Dec. 31, 2022
Restricted Stock Awards
Number of Shares
Unvested restricted stock awards, beginning balance (in shares)		1,039,455
Granted (in shares)		289,624
Vested (in shares)		(575,051)
Forfeited (in shares)		(79,520)
Unvested restricted stock awards, ending balance (in shares)		674,508
Weighted average grant date fair value
Unvested restricted stock awards, beginning balance (usd per share)		$ 9.75
Granted (usd per share)		20.84
Vested (usd per share)		9.14
Forfeited (usd per share)		14.10
Unvested restricted stock awards, ending balance (usd per share)		$ 14.53
Performance Stock Awards
Number of Shares
Unvested restricted stock awards, beginning balance (in shares)		522,166
Granted (in shares)		171,873
Vested (in shares)	(170,278)	(170,278)
Forfeited (in shares)		(47,675)
Unvested restricted stock awards, ending balance (in shares)		476,086
Weighted average grant date fair value
Unvested restricted stock awards, beginning balance (usd per share)		$ 8.64
Granted (usd per share)		18.94
Vested (usd per share)		7.03
Forfeited (usd per share)		12.33
Unvested restricted stock awards, ending balance (usd per share)		$ 12.56

Fair Value Measurements - Financial Instruments that were not Measured at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 13, 2022	Oct. 03, 2022	Dec. 31, 2021	Dec. 16, 2021	Jun. 08, 2021
Workforce Solutions Group, Inc.
Fair Value, Option, Quantitative Disclosures [Line Items]
Earnout liabilities						$ 15,000
Selected, Inc
Fair Value, Option, Quantitative Disclosures [Line Items]
Earnout liabilities					$ 1,500
Mint
Fair Value, Option, Quantitative Disclosures [Line Items]
Earnout liabilities			$ 10,000
HireUp
Fair Value, Option, Quantitative Disclosures [Line Items]
Earnout liabilities		$ 8,000
Level 2 \| Carrying Amount \| Workforce Solutions Group, Inc.
Fair Value, Option, Quantitative Disclosures [Line Items]
Earnout liabilities	$ 7,500			$ 15,000
Level 2 \| Carrying Amount \| Selected, Inc
Fair Value, Option, Quantitative Disclosures [Line Items]
Earnout liabilities	0			1,500
Level 2 \| Carrying Amount \| Mint
Fair Value, Option, Quantitative Disclosures [Line Items]
Earnout liabilities	10,000			0
Level 2 \| Carrying Amount \| HireUp
Fair Value, Option, Quantitative Disclosures [Line Items]
Earnout liabilities	8,000			0
Level 2 \| Fair Value \| Workforce Solutions Group, Inc.
Fair Value, Option, Quantitative Disclosures [Line Items]
Earnout liabilities	7,500			15,000
Level 2 \| Fair Value \| Selected, Inc
Fair Value, Option, Quantitative Disclosures [Line Items]
Earnout liabilities	0			1,500
Level 2 \| Fair Value \| Mint
Fair Value, Option, Quantitative Disclosures [Line Items]
Earnout liabilities	10,000			0
Level 2 \| Fair Value \| HireUp
Fair Value, Option, Quantitative Disclosures [Line Items]
Earnout liabilities	8,000			0
Senior Secured Asset-Based Loan \| Level 2 \| Carrying Amount
Fair Value, Option, Quantitative Disclosures [Line Items]
Senior Secured Asset-Based Loan	76,800			9,200
Senior Secured Asset-Based Loan \| Level 2 \| Fair Value
Fair Value, Option, Quantitative Disclosures [Line Items]
Senior Secured Asset-Based Loan	76,800			9,200
Earnout Notes Payable \| Level 2 \| Carrying Amount
Fair Value, Option, Quantitative Disclosures [Line Items]
Debt instrument	0			2,426
Earnout Notes Payable \| Level 2 \| Fair Value
Fair Value, Option, Quantitative Disclosures [Line Items]
Debt instrument	0			2,426
Term Loan \| Level 2 \| Carrying Amount
Fair Value, Option, Quantitative Disclosures [Line Items]
Debt instrument	73,875			174,312
Term Loan \| Level 2 \| Fair Value
Fair Value, Option, Quantitative Disclosures [Line Items]
Debt instrument	$ 71,221			$ 174,845

Segment Data - Operating Segments (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues from services	$ 628,218	$ 636,098	$ 753,561	$ 788,732	$ 640,679	$ 374,905	$ 331,827	$ 329,241	$ 2,806,609	$ 1,676,652	$ 836,417
Contribution income									360,955	210,066	77,788
Corporate overhead									67,087	55,142	51,900
Depreciation and amortization									12,576	9,852	12,671
Acquisition and integration-related costs									726	1,068	77
Restructuring costs	$ 0	$ 2,500		$ 0	$ 0	$ 0	$ 800	$ 1,200	1,861	2,630	6,052
Impairment charges									5,597	2,070	16,248
Income (loss) from operations									273,108	139,304	(9,160)
Nurse And Allied Staffing
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues from services									2,700,383	1,605,781	768,483
Contribution income									355,447	205,738	74,169
Physician Staffing
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues from services									106,226	70,871	67,934
Contribution income									$ 5,508	$ 4,328	$ 3,619

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue


	Year Ended December 31, 2022
	Nurse And Allied Staffing		Physician Staffing		Total Segments
	(amounts in thousands)
Temporary Staffing Services	$	2,629,088	$	101,440	$	2,730,528
Other Services	71,295		4,786		76,081
Total	$	2,700,383	$	106,226	$	2,806,609


	Year Ended December 31, 2021
	Nurse And Allied Staffing		Physician Staffing		Total Segments
	(amounts in thousands)
Temporary Staffing Services	$	1,568,974	$	67,843	$	1,636,817
Other Services	36,807		3,028		39,835
Total	$	1,605,781	$	70,871	$	1,676,652









	Year Ended December 31, 2020
	Nurse And Allied Staffing		Physician Staffing		Total Segments
	(amounts in thousands)
Temporary Staffing Services	$	740,441	$	64,819	$	805,260
Other Services	28,042		3,115		31,157
Total	$	768,483	$	67,934	$	836,417

Segment Data (Tables)

12 Months Ended

Dec. 31, 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 (loss) from operations for the periods indicated are as follows:


	Year Ended December 31,
	2022		2021		2020
	(amounts in thousands)
Revenues from services:
Nurse and Allied Staffing	$	2,700,383	$	1,605,781	$	768,483
Physician Staffing	106,226		70,871		67,934
	$	2,806,609	$	1,676,652	$	836,417
Contribution income:
Nurse and Allied Staffing	$	355,447	$	205,738	$	74,169
Physician Staffing	5,508		4,328		3,619
	360,955		210,066		77,788

Corporate overhead(a)	67,087		55,142		51,900
Depreciation and amortization	12,576		9,852		12,671

Acquisition and integration-related costs	726		1,068		77
Restructuring costs	1,861		2,630		6,052

Impairment charges	5,597		2,070		16,248
Income (loss) from operations	$	273,108	$	139,304	$	(9,160)

_______________

Acquisitions - Mediscan (Details) $ in Thousands		3 Months Ended			12 Months Ended
Acquisitions - Mediscan (Details) $ in Thousands	Oct. 30, 2015 liability installment	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Jun. 30, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Mar. 31, 2020 USD ($) installment
Business Acquisition [Line Items]
Payments of notes payable					$ 2,426	$ 2,426	$ 2,426
Mediscan
Business Acquisition [Line Items]
Number of contingent liabilities assumed \| liability	2
Mediscan \| Earnout Notes Payable
Business Acquisition [Line Items]
Notes payable								$ 7,300
Note payable, number of payment installments \| installment	3							3
Payments of notes payable		$ 2,600	$ 2,400	$ 2,400

Organization and Basis of Presentation	12 Months Ended
Organization and Basis of Presentation	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Basis of Presentation	Organization and Basis of Presentation Nature of Business Cross Country Healthcare, Inc. (the Company) provides total talent management services, including strategic workforce solutions, contingent staffing, permanent placement, and consultative services for healthcare customers. The Company places highly qualified healthcare professionals in virtually every specialty and area of expertise. Its diverse customer base includes both clinical and nonclinical settings, servicing both public and private acute care and non-acute care hospitals, outpatient clinics, ambulatory-care centers, single and multi-specialty physician practices, rehabilitation facilities, urgent care centers, local and national healthcare systems, managed care providers, both public schools and charter schools, correctional facilities, government facilities, pharmacies, and many other healthcare providers. The consolidated financial statements include the accounts of the Company and its direct and indirect wholly-owned subsidiaries, as well as Cross Country Talent Acquisition Group, LLC, which was a joint venture controlled by the Company but not wholly owned. The Company recorded the ownership interest of the noncontrolling shareholder as noncontrolling interest in subsidiary. Effective December 31, 2020, the sole professional staffing services agreement held by this joint venture was terminated and, as a result, the Company dissolved Cross Country Talent Acquisition Group, LLC in the third quarter of 2021. All intercompany transactions and balances have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation. See the consolidated balance sheets, statements of stockholders' equity, and statements of cash flows, and Note 7 - Balance Sheet Details.

Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Quarterly Financial Information Disclosure [Abstract]
Revenue from services	$ 628,218	$ 636,098	$ 753,561	$ 788,732	$ 640,679	$ 374,905	$ 331,827	$ 329,241	$ 2,806,609	$ 1,676,652	$ 836,417
Gross profit	138,942	143,545	170,405	174,794	147,150	83,794	72,590	71,465
Net income attributable to common stockholders	$ 38,791	$ 34,793	$ 52,894	$ 61,983	$ 77,573	$ 23,433	$ 11,548	$ 19,448	$ 188,461	$ 132,002	$ (12,962)
Net income per share attributable to common stockholders - Basic (usd per share)	$ 1.06	$ 0.94	$ 1.41	$ 1.67	$ 2.10	$ 0.63	$ 0.32	$ 0.54	$ 5.09	$ 3.60	$ (0.36)
Net income per share attributable to common stockholders - Diluted (usd per share)	$ 1.05	$ 0.93	$ 1.40	$ 1.63	$ 2.07	$ 0.62	$ 0.31	$ 0.53	$ 5.02	$ 3.53	$ (0.36)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment charges									$ 5,597	$ 2,070	$ 16,248
Restructuring costs	$ 0	$ 2,500		$ 0	$ 0	$ 0	$ 800	$ 1,200	1,861	2,630	6,052
Gain on lease termination			$ 1,100
Loss on early extinguishment of debt	$ 1,800		$ 1,900						$ 3,728	0	$ 0
Legal fees to be recovered						$ 1,600
Change in valuation allowance					$ 37,500					$ 37,500
Leased Property
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment charges		2,000		$ 1,700			$ 1,900
IT Project
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment charges		$ 1,900

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value Measurement [Line Items]
Payment for contingent liability		$ 7,500	$ 0	$ 79
Workforce Solutions Group, Inc.
Fair Value Measurement [Line Items]
Payment for contingent liability	$ 7,500

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Allowance for Credit Loss

The opening balance of the allowance for doubtful accounts is reconciled to the closing balance for expected credit losses as follows:


	2022		2021
Allowance for Doubtful Accounts	(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
Bad Debt Expense	1,101		1,441
Write-Offs, net of Recoveries	(593)		(138)
Balance at September 30	11,365		4,632
Bad Debt Expense	2,947		2,372
Write-Offs, net of Recoveries	(1,254)		(917)
Balance at December 31	$	13,058	$	6,087

Schedule of Restructuring Costs

Reconciliations of the employee termination costs and lease-related exit costs beginning and ending liability balance is presented below:


	Year Ended December 31,
	2022				2021				2020
	(amounts in thousands)
	Employee Termination Costs		Lease-Related Exit Costs		Employee Termination Costs		Lease-Related Exit Costs		Employee Termination Costs		Lease-Related Exit Costs
Balance at beginning of period	$	160	$	2,423	$	499	$	2,687	$	386	$	1,223
Charged to restructuring(a)	792		765		814		544		2,525		2,190
Payments and adjustments	(153)		(992)		(1,153)		(808)		(2,412)		(726)
Balance at end of period	$	799	$	2,196	$	160	$	2,423	$	499	$	2,687

________________

Income Taxes - Narrative (Details) - USD ($)	3 Months Ended	12 Months Ended		36 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Contingency [Line Items]
Valuation allowance	$ 20,000	$ 2,000	$ 20,000	$ 20,000
Change in valuation allowance	37,500,000		37,500,000
Cumulative pretax income for preceding 12 quarters				110,300,000
Unrecognized tax benefits	9,179,000	7,581,000	9,179,000	9,179,000	$ 6,891,000	$ 5,792,000
Long-term unrecognized tax benefits	8,994,000	7,646,000	8,994,000	8,994,000
Unrecognized tax benefits, which would affect the effective tax rate	8,600,000	7,200,000	8,600,000	8,600,000
Unrecognized tax benefits, amount reclassified from deferred tax assets to noncurrent liabilities		400,000	8,000,000
Deferred tax assets, amount reclassified from unrecognized tax benefits			500,000
Other Current Liabilities
Income Tax Contingency [Line Items]
Unrecognized tax benefits	$ 0	0	0	$ 0
U.S.
Income Tax Contingency [Line Items]
Change in valuation allowance			18,400,000
State
Income Tax Contingency [Line Items]
Change in valuation allowance			7,500,000
Net operating loss carryforwards		29,600,000
Other Income Tax Authority
Income Tax Contingency [Line Items]
Change in valuation allowance			$ 11,600,000
Foreign Tax Authority
Income Tax Contingency [Line Items]
Net operating loss carryforwards		$ 0

Acquisitions - Local Business (Details) - USD ($) $ in Thousands	Dec. 15, 2022	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill		$ 163,268	$ 119,490
Ohio Based Business
Business Acquisition [Line Items]
Cash consideration, gross	$ 2,000
Goodwill	$ 0

- Definition

+ References + Details

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

The Company's property and equipment consists of the following:


		December 31,
	Useful Lives	2022		2021
		(amounts in thousands)
Computer equipment	3 years	$	6,167	$	4,910
Computer software	3-10 years	22,518		18,839
Office equipment	5-7 years	473		475
Furniture and fixtures	7 years	2,078		2,475
Construction in progress	(a)	3,462		2,523
Leasehold improvements	(b)	2,646		4,340
		37,344		33,562
Less accumulated depreciation and amortization		(17,682)		(17,729)
		$	19,662	$	15,833

_______________

(a) Primarily related to software development.

(b) See Note 2 – Summary of Significant Accounting Policies.

Leases - Operating Lease Liability Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
2023	$ 4,567
2024	3,098
2025	1,942
2026	69
2027	47
Total minimum lease payments	9,723
Less: amount of lease payments representing interest	(711)
Present value of future minimum lease payments	9,012
Less: operating lease liabilities - current	(4,132)	$ (4,090)
Operating lease liabilities - non-current	$ 4,880	$ 10,853

Contingencies	12 Months Ended
Contingencies	Dec. 31, 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 proceedings 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. During the third quarter of 2021, the Company entered into an agreement providing for the reimbursement of $1.6 million in legal fees incurred in 2020 and 2021, relating to the grand jury subpoena previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The reimbursement was collected in the fourth quarter of 2021. The Company believes the outcome of any outstanding loss contingencies as of December 31, 2022 will not have a material adverse effect on its business, financial condition, results of operations, or cash flows. Sales and Other State Non-income Tax Liabilities The Company's sales and other state non-income tax filings are subject to routine audits by authorities in the jurisdictions where it conducts business in the United States which may result in assessments of additional taxes. The Company accrues sales and other state non-income tax liabilities based on the Company's best estimate of its probable liability utilizing currently available information and interpretation of relevant tax regulations. Given the nature of the Company's business, some subjectivity exists as to both whether sales and other state non-income taxes can be assessed on its activity and how the sales tax will ultimately be measured by the relevant jurisdictions. The Company makes a determination for each reporting period whether the estimates for sales and other non-income taxes in certain states should be revised. The expense is included in selling, general and administrative expenses in the Company's consolidated statements of operations and comprehensive income (loss) and the liability is reflected in sales tax payable within other current liabilities in its consolidated balance sheets.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	Deloitte & Touche LLP
Auditor Firm ID	34
Auditor Location	Boca Raton, Florida

Leases - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Right of use impairment charge	$ 2.8	$ 1.7	$ 4.5
Impairment of long-lived assets held-for-use	$ 0.9	$ 0.0	$ 1.0
Impairment, Long Lived Asset, Held For Use, Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag	leasehold improvements	leasehold improvements	leasehold improvements

Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
United States	$ 255,661	$ 132,809	$ (12,998)
Foreign	664	399	668
Income (loss) before income taxes	$ 256,325	$ 133,208	$ (12,330)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

Goodwill, Trade Names, and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Acquired Intangible Assets

The Company had the following acquired intangible assets:


	December 31, 2022						December 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	$	22,033	$	11,397	$	30,530	$	18,375	$	12,155
Customer relationships	47,738		21,672		26,066		47,738		17,581		30,157
Non-compete agreements	4		3		1		304		272		32
Trade names	30		16		14		—		—		—
Software	1,700		355		1,345		—		—		—
Other intangible assets, net	$	82,902	$	44,079	$	38,823	$	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 December 31, 2022, estimated annual amortization expense was as follows:


Years Ending December 31:	(amounts in thousands)
2023	$	8,051
2024	7,399
2025	6,840
2026	5,632
2027	3,461
Thereafter	7,440
	$	38,823

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 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 loss	116,683		2,807		119,490

Changes to aggregate goodwill in 2022
Goodwill acquisition adjustment - Selected (a)	(6,130)		—		(6,130)
Aggregate goodwill acquired (b)	14,692		35,216		49,908

Balances as of December 31, 2022
Aggregate goodwill acquired	405,008		78,621		483,629
Sale of business	(9,889)		—		(9,889)
Accumulated impairment loss	(269,874)		(40,598)		(310,472)
Goodwill, net of impairment loss	$	125,245	$	38,023	$	163,268

________________

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

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+ Details

Debt - 2019 Loan Agreement (Details) - USD ($)			12 Months Ended
Debt - 2019 Loan Agreement (Details) - USD ($)	Mar. 21, 2022	Oct. 25, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Nov. 18, 2021	Mar. 08, 2021	Jun. 30, 2020
Line of Credit Facility [Line Items]
Debt issuance costs		$ 1,300,000	$ 3,237,000	$ 6,098,000	$ 81,000
Amount of indebtedness permitted from other sources						$ 175,000,000
Amended And Restated Credit Agreement
Line of Credit Facility [Line Items]
Repayments of outstanding debt		$ 75,400,000
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
Letters of credit outstanding		$ 21,200,000	18,200,000
Basis spread on variable rate, additional credit spread associated with SOFR	1000.00%
Borrowing base, percentage of assets		85.00%
Borrowing base availability			300,000,000
Non-current debt, less current portion			76,800,000
Remaining borrowing capacity			$ 205,000,000
Unused commitment fee percentage			0.375%
Senior Secured Asset-Based Loan \| SOFR
Line of Credit Facility [Line Items]
Interest margin (percent)			1.85%
Senior Secured Asset-Based Loan \| Base Rate
Line of Credit Facility [Line Items]
Interest margin (percent)			0.75%
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		$ 35,000,000.0

Acquisitions - Mint (Details) - USD ($) $ in Thousands	Oct. 03, 2022	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill		$ 163,268	$ 119,490
Mint
Business Acquisition [Line Items]
Cash consideration, gross	$ 27,000
Equity consideration for acquisition value	$ 3,600
Equity consideration for acquisition (in shares)	114,278
Contingent consideration liabilities	$ 10,000
Goodwill	$ 35,200

- Definition

+ References + Details

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The components of the Company's income (loss) before income taxes are as follows:


	Year Ended December 31,
	2022		2021		2020
	(amounts in thousands)
United States	$	255,661	$	132,809	$	(12,998)
Foreign	664		399		668
Income (loss) before income taxes	$	256,325	$	133,208	$	(12,330)

The components of the Company’s income tax expense (benefit) are as follows:


	Year Ended December 31,
	2022		2021		2020
	(amounts in thousands)
Current:
Federal	$	48,664	$	5,165	$	25
State	13,919		5,638		600
Foreign	219		330		119
Total	62,802		11,133		744
Deferred:
Federal	383		892		(138)
State	4,623		(10,648)		(818)
Foreign	56		(171)		24
Total	5,062		(9,927)		(932)
Income tax expense (benefit)	$	67,864	$	1,206	$	(188)

Deferred income taxes reflect the Company's net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities are as follows:


	December 31,
	2022		2021
	(amounts in thousands)




























Deferred Tax Assets:
Accrued other and prepaid expenses	$	96	$	237
Allowance for doubtful accounts	3,471		1,644
Intangible assets	7,518		9,273
Net operating loss carryforwards	1,389		4,112

Accrued professional liability claims	1,118		1,335
Accrued workers’ compensation claims	3,631		3,097
Share-based compensation	992		840
Operating lease liabilities	2,228		3,790

Credit carryforwards	1		41
Other	630		505
Gross deferred tax assets	21,074		24,874
Valuation allowance	(2)		(20)
	21,072		24,854
Deferred Tax Liabilities:
Depreciation	(1,411)		(1,515)

Indefinite-lived intangibles	(11,829)		(9,993)
Operating lease right-of-use assets	(740)		(1,821)
Tax on unrepatriated earnings	(247)		(190)

	(14,227)		(13,519)
Net deferred taxes	$	6,845	$	11,335

As of December 31, 2022, and 2021, the Company had immaterial valuation allowances on its deferred tax assets. For the year ended December 31, 2021, the Company recorded a net valuation allowance release of $37.5 million (comprised of $18.4 million related to federal NOLs, $7.5 million related to state NOLs, and $11.6 million related to other net deferred tax assets) on the basis of management’s reassessment of the amount of its deferred tax assets that are more likely than not to be realized. The valuation allowance on certain state NOLs was not released due to the respective expiration periods and specific state taxable income projections.

As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of December 31, 2021, in part because the Company achieved 12 quarters of cumulative pretax income including permanent items in the U.S. federal tax jurisdiction, management determined that there was sufficient positive evidence to conclude that it was more likely than not that its net deferred tax assets were realizable. The Company sustained cumulative profits and accordingly, released the valuation allowances on all deferred tax assets but for certain state NOLs due to the respective expiration periods and specific state taxable income projections.

In arriving at its conclusion to release the valuation allowance effective December 31, 2021, the Company considered several positive and negative factors. For the 12 quarters ended December 31, 2021, the Company had $110.3 million in cumulative pretax income including permanent items. The Company has a history of utilizing NOLs prior to expiration. Further, the Company forecasted positive pretax book income which was expected to exceed the reversal of its future tax deductions, further proving future estimates of taxable income. The growth estimates were tied to the growing demand for healthcare solutions for the Company's customers, including a growing aging U.S. population, and its customers’ pressure to keep costs down by using the Company's staffing solutions. With regard to negative evidence, the Company did not have any material taxable temporary

differences to offset deductible temporary differences and did not have any taxable income available for carryback to offset NOLs. As such, the primary focus of its analysis emphasized the 12-quarter cumulative pretax income analysis and projections of future taxable income.

As of December 31, 2022, the Company had approximately $29.6 million of state net operating loss carryforwards, and an immaterial amount of foreign net operating loss carryforwards. The NOLs expire as follows: state between 2023 and 2040 and foreign between 2023 and 2027. As a result of the 2017 Tax Act, certain state NOLs generated in 2020, 2019, and 2018 carry forward indefinitely. As of December 31, 2021, the Company utilized 100 percent of the federal net operating loss.

The reconciliation of income tax computed at the U.S. federal statutory rate to income tax expense (benefit) is as follows:


	Year Ended December 31,
	2022		2021		2020
	(amounts in thousands)
Tax at U.S. statutory rate	$	53,828	$	27,974	$	(2,589)
State taxes, net of federal benefit	15,423		8,573		135
Noncontrolling interest	—		(5)		(172)
Non-deductible items(a)	179		550		544
Foreign tax expense	136		76		1
Valuation allowances	1		(37,450)		117
Uncertain tax positions	(1,694)		1,891		1,110


Officers' compensation	404		344		621


Return to provision	(169)		44		87
Other	(244)		(791)		(42)
Income tax expense (benefit)	$	67,864	$	1,206	$	(188)

________________

(a) Includes non-deductible meals and incidentals and other miscellaneous non-deductible items.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:


	Year Ended December 31,
	2022		2021		2020
	(amounts in thousands)
Balance at January 1	$	9,179	$	6,891	$	5,792
Additions based on tax positions related to the current year	349		1,873		974

(Reductions) additions based on tax positions related to prior years	(1,947)		—		125
Reductions as a result of a lapse of applicable statute of limitations	—		(47)		—

Other	—		462		—
Balance at December 31	$	7,581	$	9,179	$	6,891

There were no short-term unrecognized tax benefits as of December 31, 2022 and 2021. Long-term unrecognized tax benefits are included in uncertain tax positions - non-current in the consolidated balance sheets and were $7.6 million and $9.0 million as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company had unrecognized tax benefits, which would affect the effective tax rate if recognized, of $7.2 million and $8.6 million, respectively.

The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. During the years ended December 31, 2022, 2021, and 2020, interest and penalties were immaterial, as were accruals for the payment

of interest and penalties at December 31, 2022, 2021, and 2020, respectively. Tax years 2012 through 2022 remain open to examination by certain taxing jurisdictions to which the Company is subject to tax.

An unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward if such carryforward would offset the disallowance of the tax position. As a result of the Company’s utilization of its federal net operating loss carryforward and a material amount of state net operating loss carryforwards, the Company reclassified $0.4 million and $8.0 million of unrecognized tax benefits from deferred tax assets to long-term liabilities in the years ended December 31, 2022 and 2021, respectively. Further, for the year ended December 31, 2021, the Company reclassified $0.5 million, representing the federal benefit of state unrecognized tax benefits, in the tabular rollforward from unrecognized tax benefits to deferred tax assets.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 11,365	$ 10,857	$ 8,091	$ 6,087	$ 4,632	$ 3,329	$ 3,221	$ 3,416	$ 6,087	$ 3,416
Bad debt expense	2,947	1,101	3,192	2,369	2,372	1,441	466	504	9,609	4,783	$ 3,035
Write-Offs, net of Recoveries	(1,254)	(593)	(426)	(365)	(917)	(138)	(358)	(699)
Ending balance	$ 13,058	$ 11,365	$ 10,857	$ 8,091	$ 6,087	$ 4,632	$ 3,329	$ 3,221	$ 13,058	$ 6,087	$ 3,416

Income Taxes - Reconciliation of Beginning and Ending Balance of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at January 1	$ 9,179	$ 6,891	$ 5,792
Additions based on tax positions related to the current year	349	1,873	974
(Reductions) additions based on tax positions related to prior years	(1,947)	0
(Reductions) additions based on tax positions related to prior years			125
Reductions as a result of a lapse of applicable statute of limitations	0	(47)	0
Other	0	462	0
Balance at December 31	$ 7,581	$ 9,179	$ 6,891

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Use of Estimates

Cash and Cash Equivalents

Accounts Receivable, Allowance for Doubtful Accounts, and Concentration of Credit Risk

The opening balance of the allowance for doubtful accounts is reconciled to the closing balance for expected credit losses as follows:


	2022		2021
Allowance for Doubtful Accounts	(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
Bad Debt Expense	1,101		1,441
Write-Offs, net of Recoveries	(593)		(138)
Balance at September 30	11,365		4,632
Bad Debt Expense	2,947		2,372
Write-Offs, net of Recoveries	(1,254)		(917)
Balance at December 31	$	13,058	$	6,087

Property and Equipment

Cloud Computing Arrangements

Leases

Business Combinations

Goodwill, Trade Names, and Other Intangible Assets

The Company determines its reporting units by identifying its operating segments and any component businesses and aggregates the component businesses if they have similar economic characteristics.

Debt Discount and Debt Issuance Costs

Sales and Other State Non-Income Tax Liabilities

Insurance Claims

Revenue Recognition

The following is a description of the nature, amount, timing, and uncertainty of revenue and cash flows from which the Company generates revenue.

Temporary Staffing Revenue

Other Services Revenue

Gross Versus Net Policies

The Company records revenue on a gross basis as a principal or on a net basis as an agent depending on the contracted arrangement, as follows:

Managed Service Programs (MSP)

Physician Staffing

See Note 3 - Revenue Recognition for the Company's revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenue.

Contract Costs

All contract fulfillment costs are expensed as incurred to direct operating expenses. There were no contract assets or material contract liabilities as of December 31, 2022 and 2021.

Practical Expedients and Exemptions

Share-Based Compensation

Advertising

Restructuring Costs

Income Taxes

Comprehensive Income (Loss)

Fair Value Measurements

Earnings Per Share

Recent Accounting Pronouncements

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit losses	$ 14,696	$ 6,881
Common stock, par value (usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	36,302,618	37,023,644
Common stock, shares outstanding (in shares)	36,302,618	37,023,644

Leases - Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease right-of-use assets	$ 3,254	$ 7,488
Operating lease liabilities - current	4,132	4,090
Operating lease liabilities - non-current	$ 4,880	$ 10,853
Weighted average remaining lease term	2 years 3 months 18 days	3 years 4 months 24 days
Weighted average discount rate	6.31%	6.39%

Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Jun. 08, 2021
Business Acquisition [Line Items]
Goodwill	$ 163,268	$ 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

Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2022

Quarterly Financial Information Disclosure [Abstract]

Schedule Quarterly Financial Data


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2022	(amounts in thousands, except per share data)
Revenue from services	$	788,732	$	753,561	$	636,098	$	628,218

Gross profit(a)	174,794		170,405		143,545		138,942






Net income attributable to common stockholders	61,983		52,894		34,793		38,791




Net income per share attributable to common stockholders - Basic(b)	$	1.67	$	1.41	$	0.94	$	1.06




Net income per share attributable to common stockholders - Diluted(b)	$	1.63	$	1.40	$	0.93	$	1.05


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2021	(amounts in thousands, except per share data)
Revenue from services	$	329,241	$	331,827	$	374,905	$	640,679

Gross profit(a)	71,465		72,590		83,794		147,150






Net income attributable to common stockholders	19,448		11,548		23,433		77,573




Net income per share attributable to common stockholders - Basic(b)	$	0.54	$	0.32	$	0.63	$	2.10




Net income per share attributable to common stockholders - Diluted (b)	$	0.53	$	0.31	$	0.62	$	2.07

________________

(a) Excludes depreciation and amortization.

Acquisitions - Workforce Solutions Group (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Jun. 08, 2021	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Asset Acquisition [Line Items]
Payment for contingent liability			$ 7,500	$ 0	$ 79
Current portion of earnout liability			7,500	7,500
Goodwill			163,268	119,490
Workforce Solutions Group, Inc.
Asset Acquisition [Line Items]
Cash consideration, gross	$ 25,000
Equity consideration for acquisition value	$ 5,000
Equity consideration for acquisition (in shares)	307,730
Net working capital adjustment	$ 1,100
Escrow account	$ 2,000
Business performance, term	3 years
Contingent consideration liabilities	$ 15,000
Payment for contingent liability		$ 7,500
Current portion of earnout liability			$ 7,500
Other intangible assets	14,200
Goodwill	22,066
Associated acquisition related costs				$ 1,000
Workforce Solutions Group, Inc. \| Customer relationships
Asset Acquisition [Line Items]
Other intangible assets	$ 14,200
Weighted average useful life of assets acquired	11 years 6 months