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What changed in CROSS COUNTRY HEALTHCARE INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CROSS COUNTRY HEALTHCARE INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+302 added−304 removedSource: 10-K (2026-03-09) vs 10-K (2025-03-05)

Top changes in CROSS COUNTRY HEALTHCARE INC's 2025 10-K

302 paragraphs added · 304 removed · 229 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

65 edited+13 added−17 removed75 unchanged
Biggest changeOur Chairman of the Board of Directors was also nominated as a top staffing leader to watch in 2023 for World Staffing Awards. 2 As previously disclosed, on December 3, 2024, the Company entered into an Agreement and Plan of Merger (Merger Agreement) with Aya Holdings II Inc., a Delaware corporation (Parent), Spark Merger Sub One Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and, solely for purposes of Section 11.14 thereto, Aya Healthcare, Inc.
Biggest changeAs previously disclosed, on December 3, 2024, the Company entered into an Agreement and Plan of Merger (Aya Merger Agreement) with Aya Holdings II Inc.
In addition to maintaining engaging and intuitive websites to allow potential applicants to obtain information about the Company and assignment opportunities, we 3 further enhanced Cross Country Marketplace, our proprietary mobile on-demand staffing platform, as a one-stop, self-service portal to support candidates throughout their experience with Cross Country.
In addition to maintaining engaging and intuitive websites to allow potential applicants to obtain information about the Company and assignment opportunities, we further enhanced Cross Country Marketplace, our proprietary mobile on-demand staffing platform, as a one-stop, self- 3 service portal to support candidates throughout their experience with Cross Country.
Physicians or advanced practice professionals are independent contractors (unless prohibited by applicable law) and enter into agreements with Cross Country Locums to provide medical services at a particular healthcare facility or physician practice group based on terms and conditions specified by that customer, for assignments ranging from a few days up to a year. (2) Sales and Marketing .
Physicians or advanced practice professionals are independent contractors (unless prohibited by applicable law) and enter into agreements with Cross Country Locums to provide medical services at a particular healthcare facility or physician practice group based on terms and conditions specified by that customer, for assignments ranging from a few days to up to one year. (2) Sales and Marketing .
We also offer our Software as a Service (SaaS)-based, proprietary, vendor management technology, Intellify ® to facilities to manage all or a portion of their agency services. 1 A majority of our revenue is generated from staffing registered nurses and allied professionals on travel contract assignments of varying lengths (typically, 13 weeks) a t hospitals and health systems.
We also offer our Software as a Service (SaaS)-based, proprietary, vendor management technology, Intellify ® to facilities to manage all or a portion of their agency services. A majority of our revenue is generated from staffing registered nurses and allied professionals on travel contract assignments of varying lengths (typically, 13 weeks) a t hospitals and health systems.
We focus on retaining healthcare professionals by providing high-quality customer service, long-term benefits (to employees), and medical malpractice insurance. From a candidate attraction standpoint, we have an extensive customer base with hospitals, healthcare facilities, and other healthcare providers throughout the U.S. As a result, we have a diverse portfolio of assignments for healthcare professionals to choose from.
We focus on retaining healthcare professionals by providing high-quality customer service, long-term benefits (to employees), and medical malpractice insurance. 7 From a candidate attraction standpoint, we have an extensive customer base with hospitals, healthcare facilities, and other healthcare providers throughout the U.S. As a result, we have a diverse portfolio of assignments for healthcare professionals to choose from.
To that end, we offer a comprehensive total rewards program aimed at the varying health, home-life, and financial needs of our diverse corporate associates. Our total corporate rewards package includes market-competitive pay, healthcare benefits, retirement savings plans, paid time off and family leave, various discount programs, and tuition assistance. Health and Wellness.
To that end, we offer a comprehensive total rewards program aimed at the varying health, home-life, and financial needs of our corporate associates. Our total corporate rewards package includes market-competitive pay, healthcare benefits, retirement savings plans, paid time off and family leave, various discount programs, and tuition assistance. Health and Wellness.
We are committed to the physical and mental health and well-being of our employees. Among other things, we are primarily a remote workforce. We also provide free biometric healthcare screenings, a 24/7 hotline for healthcare workers who are experiencing emotional stress, and incentives to employees who achieve specific fitness goals through our “Burnalong” wellness challenge.
We are committed to the physical and mental health and well-being of our employees. Among other things, we are primarily a remote workforce. We provide free biometric healthcare screenings, a 24/7 hotline for healthcare workers who are experiencing emotional stress, and incentives to employees who achieve specific fitness goals through our “Burnalong” wellness challenge.
We also serve as a direct-hire talent acquisition partner to healthcare organizations and academic institutions throughout the nation, providing a full suite of prescriptive talent management solutions, including flexible talent delivery models such as executive search services for healthcare professionals, as well as contingent search and recruitment process outsourcing (RPO) services.
We also serve as a direct-hire talent acquisition partner 1 to healthcare organizations and academic institutions throughout the nation, providing a full suite of prescriptive talent management solutions, including flexible talent delivery models such as executive search services for healthcare professionals, as well as contingent search and recruitment process outsourcing (RPO) services.
The diverse list of customers we serve includes healthcare facilities, such as acute and non-acute care facilities, medical group practices, government facilities, and managed care organizations. We recruit these professionals nationally and place them on assignments varying in length from several days up to one year.
The list of customers we serve includes healthcare facilities, such as acute and non-acute care facilities, medical group practices, government facilities, and managed care organizations. We recruit these professionals nationally and place them on assignments varying in length from several days up to one year.
The principal competitive factors in attracting qualified healthcare professionals for temporary employment include: (i) a large national pool of desirable assignments; (ii) pay and benefits; (iii) speed of placements; (iv) customer service; (v) quality of 7 accommodations; and (vi) overall industry reputation.
The principal competitive factors in attracting qualified healthcare professionals for temporary employment include: (i) a large national pool of desirable assignments; (ii) pay and benefits; (iii) speed of placements; (iv) customer service; (v) quality of accommodations; and (vi) overall industry reputation.
(1) Our Healthcare Professionals . Nurse and Allied Staffing. Our Company is well positioned to attract candidates, as clinical professionals routinely seek a wide range of diverse assignments in attractive locations, with competitive compensation and benefit packages, scheduling options, as well as a high level of service.
(1) Our Healthcare Professionals . Nurse and Allied Staffing. Our Company is well positioned to attract candidates, as clinical professionals routinely seek a wide range of assignments in attractive locations, with competitive compensation and benefit packages, scheduling options, as well as a high level of service.
This policy sets forth our intolerance of discrimination and harassment, our employees’ freedom of association, and the importance we place on the safety and health of our employees. 9 Compensation and Benefits. We are committed to rewarding, supporting, and developing the associates who make it possible to deliver on our strategy.
This policy sets forth our intolerance of discrimination and harassment, our employees’ freedom of association, and the importance we place on the safety and health of our employees. Compensation and Benefits. We are committed to rewarding, supporting, and developing the associates who make it possible to deliver on our strategy.
In today’s environment, healthcare systems are seeking alternatives to lower costs, with a trend towards vendor neutral and tech-enabled platforms. Our new technology solutions, such as Intellify ® , help our customers better manage their spend.
In today’s environment, healthcare systems are seeking alternatives to lower costs, with a trend towards vendor neutral and tech-enabled platforms. Our technology solutions, such as Intellify ® , help our customers better manage their spend.
Our wellness activity calendar features weekly and monthly events and educational sessions to help employees reach and maintain their health and wellness goals. Monthly well-being newsletters focus on physical, mental, and financial wellness topics of interest.
Our wellness activity calendar features weekly and monthly events and educational sessions to 9 help employees reach and maintain their health and wellness goals. Monthly well-being newsletters focus on physical, mental, and financial wellness topics of interest.
CSR Overview - 2024 Highlights: • We remain steadfast in our commitment to accelerate employability and access to career growth, continue to be a preferred employer, partner with our customers, and drive positive social impacts. • Our approach is informed by topics assessed as critical to the business by internal and external stakeholders such as, but not limited to, strong corporate governance, risk oversight and management, business ethics, talent attraction and retention, career development, training and education, safety, health and wellness, technology innovation, and access to quality healthcare. 8 • Our Board has full responsibility for risk oversight, which occurs at the full Board level and at committees assigned critical risks.
CSR Overview - 2025 Highlights: • We remain steadfast in our commitment to accelerate employability and access to career growth, continue to be a preferred employer, partner with our customers, and drive positive social impacts. • Our approach is informed by topics assessed as critical to the business by internal and external stakeholders such as, but not limited to, strong corporate governance, risk oversight and management, business ethics, talent attraction and retention, career development, training and education, safety, health and wellness, technology innovation, and access to quality healthcare. • Our Board has full responsibility for risk oversight, which occurs at the full Board level and at committees assigned critical risks.
Healthcare professionals choose temporary assignments for a variety of reasons that include seeking flexible work opportunities, seeking higher compensation, exploring diverse practice settings, building skills and experience by working at prestigious healthcare facilities, working through life and career transitions, and as a means of access into a permanent staff position all while practicing in the most appreciated and highly altruistic trade.
Healthcare professionals choose temporary assignments for a variety of reasons that include seeking flexible work opportunities, seeking higher compensation, exploring diverse practice settings, building skills and experience by working at prestigious healthcare facilities, working through life and career transitions, and as a means of access to a permanent staff position all while practicing in the most appreciated and highly altruistic trade.
For example, as healthcare systems continue to upgrade their electronic medical records or encounter a labor disruption, we can provide comprehensive project management, deployment of a full staffing plan, and ultimately an organized volume of quality healthcare professionals during the process so that customers may continue to deliver quality care. • Executive and Contingent Search.
For example, as healthcare systems continue to upgrade their electronic medical records or encounter a labor disruption, we can provide comprehensive project management, deployment of a full staffing plan, and ultimately an organized volume of quality healthcare professionals during the process so that customers may continue to deliver quality care. • Executive, Interim Leadership, and Contingent Search.
Cross Country is the first publicly traded staffing firm to obtain The Joint Commission Certification, which it still holds with a Letter of Distinction. In 2024, the Company was once again certified by The Joint Commission with no deficiencies. Regulations Our business is subject to regulations by numerous governmental authorities in the jurisdictions in which we operate throughout the U.S.
Cross Country is the first publicly traded staffing firm to obtain The Joint Commission Certification, which it still holds with a Letter of Distinction. In 2025, the Company was once again certified by The Joint Commission with no deficiencies. Regulations Our business is subject to regulations by numerous governmental authorities in the jurisdictions in which we operate throughout the U.S.
Our diverse customer base includes both public and private acute care and non-acute care hospitals, outpatient clinics, ambulatory care facilities, single and multi-specialty physician practices, rehabilitation facilities, PACE programs, urgent care centers, local and national healthcare systems, managed care providers, public and charter schools, correctional facilities, government facilities, pharmacies, and many other healthcare providers including those in underserved communities.
Our varied customer base includes both public and private acute care and non-acute care hospitals, outpatient clinics, ambulatory care facilities, single and multi-specialty physician practices, rehabilitation facilities, PACE programs, urgent care centers, local and national healthcare systems, managed care providers, public and charter schools, correctional facilities, government facilities, pharmacies, and many other healthcare providers including those in underserved communities.
To successfully execute our business strategy, we rely on experienced and innovative executive and operational teams. Our executive team has extensive experience in staffing, workforce solutions, technology services, and healthcare industries. We also foster a culture of performance, talented leadership, and collegiality that promotes the achievement of both Company and personal goals.
To successfully execute our business strategy, we rely on experienced and innovative executive and operational teams. Our executive team has extensive experience in staffing, workforce solutions, technology services, and healthcare industries. We also foster a culture of performance, talented leadership, and collegiality that promotes the achievement of Company, professional and personal goals.
This framework is the foundation of trust with employees, customers and vendors and is of the utmost importance in all that we do. The Board oversees the Company’s enterprise risk management function to help ensure that communication among the Board, its committees and management on risk, strategic, ESG, cybersecurity, and other matters is open, continuous, and robust.
This framework is the foundation of trust with employees, customers and vendors and is of the utmost importance in all that we do. The Board oversees the Company’s enterprise risk management function to help ensure that communication among the Board, its committees and management on risk, strategic, sustainability, cybersecurity, and other matters is open, continuous, and robust.
Healthcare professionals apply with us through our differentiated nursing, locum tenens, and allied healthcare recruitment brands. We believe our access to such a large and diverse group of healthcare professionals makes us more attractive to healthcare institutions and facilities seeking healthcare staffing and workforce solutions in the current marketplace.
Healthcare professionals apply with us through our differentiated nursing, locum tenens, and allied healthcare recruitment brands. We believe our access to such a large and varied group of healthcare professionals makes us more attractive to healthcare institutions and facilities seeking healthcare staffing and workforce solutions in the current marketplace.
For the years ended December 31, 2024, 2023 , and 2022, no customer accounted for more th an 10% of our revenue. Our Industry We compete in the U.S. temporary healthcare staffing and workforce solutions markets.
For the years ended December 31, 2025, 2024 , and 2023, no customer accounted for more th an 10% of our revenue. Our Industry We compete in the U.S. temporary healthcare staffing and workforce solutions markets.
We have converted close to 100% of our MSPs onto Intellify ® , our SaaS-based, proprietary, vendor-neutral platform that provides analytics and real-time insights, with industry-leading dashboards and reporting. • Vendor Neutral Program.
We have converted close to 100% of our MSPs onto Intellify ® , our SaaS-based, proprietary, vendor management system that provides analytics and real-time insights, with industry-leading dashboards and reporting. • Vendor Neutral Program.
We manage our information systems with internal team members located both in the U.S. and in India. Cybersecurity remains a central focus point across our organization, including dedicated resources, iterative training for all employees, and third parties engaged to assist in monitoring and managing systems and devices, detecting cyber threats, and preventing breaches. (7) Risk Management, Insurance, and Benefits.
We manage our information systems with internal team members located both in the U.S. and in India. Cybersecurity remains a central focus point across our organization, including dedicated resources, iterative training for all employees, and third parties engaged to assist in monitoring and managing systems and devices, detecting cyber threats, and preventing breaches.
We also provide a vendor management system through our Intellify ® platform which may also include the placement of our professionals or a menu of various other services. The benefits of our vendor neutral solution include control over the staffing program and suppliers, cost optimization, and visibility into labor needs and usage. • In-Home Care Services.
We also provide a vendor management system through our Intellify ® platform which also includes the placement of our professionals or a menu of various other services. The benefits of our vendor neutral solution include control over the staffing program and suppliers, cost optimization, and visibility into labor needs and usage. • Home-Based Staffing.
The Nurse and Allied Staffing segment provides traditional staffing, recruiting, and value-added total talent solutions, including: (i) temporary and permanent placement of travel and local nurse and allied professionals, and healthcare leaders within nursing, allied, human resources, and finance; (ii) vendor neutral programs and managed service programs (MSPs); (iii) education healthcare services; (iv) in-home care services; and (v) outsourcing services.
The Nurse and Allied Staffing segment provides traditional staffing, recruiting, and value-added total talent solutions, including: (i) temporary and permanent placement of travel and local nurse and allied professionals, and healthcare leaders within nursing, allied, human resources, and finance; (ii) vendor neutral programs and managed service programs (MSPs); (iii) education healthcare services; (iv) caregiver services to PACE programs (home-based staffing); and (v) outsourcing services.
Our Workforce Solutions Group division is a premier provider in clinical and non-clinical staffing for home health and senior care facilities, including Federally Qualified Health Centers (FQHCs), Community Health Centers (CHCs), and PACE centers, allowing aging populations to remain in their homes as long as clinically advisable.
Our Cross Country Community Care division is a premier provider in clinical and non-clinical staffing for home health and senior care facilities, including Federally Qualified Health Centers (FQHCs), Community Health Centers (CHCs), and PACE centers, allowing aging populations to remain in their homes as long as clinically advisable.
Our applicant tracking system for our travel nurse and allied professionals business provides a world-class candidate experience. Our self-service candidate portal, Xperience TM , provides travel and allied professionals with real-time matching to open positions. Staffing Industry Analysts recognized us as a leading healthcare staffing firm in the U.S., with 3.5% market share in 2023.
Our applicant tracking system for our travel nurse and allied professionals business provides a world-class candidate experience. Our self-service candidate portal, Xperience TM , provides travel and allied professionals with real-time matching to open positions. Staffing Industry Analysts recognized Cross Country Healthcare as a leading healthcare staffing firm in the U.S., with 3.0% market share in 2024.
In 2023, we launched an enterprise mentorship program and a new career pathing program called Cross Country University. Through our annual Innovation Challenge, employees voice original ideas to improve our operations with the chance to win a monetary award.
In 2023, we launched an enterprise mentorship program and a new career pathing program called Cross Country University. Through our Innovation Challenge held in 2022 through 2024, employees voiced original ideas to improve our operations with the chance to win a monetary award.
The Bureau of Labor Statistics also projects the need for an additional 194,500 new registered nurses each year, on average, through 2033, factoring in nurse retirements and workforce exits. Physician Shortage.
The Bureau of Labor Statistics also projects the need for an additional 189,100 new registered nurses each year, on average, through 2034, factoring in nurse retirements and workforce exits. Physician Shortage.
According to the Bureau of Labor Statistics’ Occupational Outlook Handbook (August 29, 2024), employment of physicians and surgeons is projected to grow 4% from 2023 to 2033, about as fast as the average for all occupations. About 23,600 openings for physicians and surgeons are projected each year, on average, over the decade .
According to the Bureau of Labor Statistics’ Occupational Outlook Handbook (August 28, 2025), employment of physicians and surgeons is projected to grow 3% from 2024 to 2034, about as fast as the average for all occupations. About 23,600 openings for physicians and surgeons are projected each year, on average, over the decade .
Human Capital Management As of December 31, 2024, we had approximately 1,400 corporate employees. During 2024, we employed an average of 8,205 full-time equivalent field employees in Nurse and Allied Staffing, which does not include our Physician Staffing independent contractors.
Human Capital Management As of December 31, 2025, we had approximately 1,106 corporate employees. During 2025, we employed an average of 6,784 full-time equivalent field employees in Nurse and Allied Staffing, which does not include our Physician Staffing independent contractors.
Every baby boomer will be 65 or older and the oldest close to 85. The U.S. Department of Health and Human Services estimates that a person turning 65 today has a 70% chance of requiring long-term care services at some point. As the massive baby boomer generation ages, demand for nursing facilities will continue to climb.
Department of Health and Human Services estimates that a person turning 65 today has a 70% chance of requiring long-term care services at some point. As the massive baby boomer generation ages, demand for nursing facilities will continue to climb.
Executive leadership reports to and consults with both the Board and Board committees regularly to assess CSR risks and program performance. • We aim to accelerate employability and continue to be a preferred employer for candidates by connecting them to positions that are meaningful and conducive to career growth through our Xperience TM technology.
Senior management outlines programs and assigns resources to support CSR commitments and mitigate risk. 8 Executive leadership reports to and consults with both the Board and Board committees regularly to assess CSR risks and program performance. • We aim to accelerate employability and continue to be a preferred employer for candidates by connecting them to positions that are meaningful and conducive to career growth through our Xperience TM technology.
Staffing Industry Analysts ’ September 2024 report estimates the 2024 healthcare staffing markets had an aggregate market size of $45 billion, of which $19.6 billion was travel nursing, $5.4 billion was per diem nursing, $11.1 billion was allied health, and $8.9 billion was locum tenens and advanced practitioners.
Staffing Industry Analysts ’ September 2025 report estimates the 2025 healthcare staffing markets had an aggregate market size of $39.4 billion, of which $14.2 billion was travel nursing, $4.5 billion was per diem nursing, $9.8 billion was allied health, and $9.6 billion was locum tenens and advanced practitioners.
According to the Bureau of Labor Statistics’ Occupational Outlook Handbook (August 29, 2024), employment of registered nurses is projected to grow 6%, or 197,200, from 2023 to 2033, faster than the average for all occupations. The registered nurse workforce is expected to grow from 3.3 million in 2023 to 3.5 million in 2033.
Supply of Nurses. According to the Bureau of Labor Statistics’ Occupational Outlook Handbook (August 28, 2025), employment of registered nurses is projected to grow 5%, or 166,100, from 2024 to 2034, faster than the average for all occupations. The registered nurse workforce is expected to grow from 3.4 million in 2024 to 3.6 million in 2034.
In 2024, Cross Country Healthcare was awarded Newsweek Magazine ’ s Most Loved Workplace ® certification for a second year and named in the Best Companies to Work for - South 2024-2025 List by U.S. News & World Report.
In 2025, Cross Country Healthcare was awarded Great Place to Work ® certification for a fifth year and named in the Best Companies to Work for - South 2024-2025 List by U.S. News & World Report.
In 2023, we released our Internal Resource Pool (IRP) and per diem modules on Intellify ®. We expect these initiatives to drive growth through better operational execution, enhanced productivity, and a world-class customer and candidate experience. Areas of investment also include recruitment and candidate nurturing tools, market analytics, mobile applications and self-serve capabilities, programmatic advertising, social media, and other technology.
We also added capabilities to our Intellify ® platform to support our Education business. We expect these initiatives to drive growth through better operational execution, enhanced productivity, and a world-class customer and candidate experience. Areas of investment also include recruitment and candidate nurturing tools, market analytics, mobile applications and self-serve capabilities, programmatic advertising, social media, and other technology.
The focus of every PACE organization is to help individuals live in the community for as long as possible. To meet this goal, these organizations focus on preventive care. According to the National PACE Association (NPA), seniors over the age of 65 represent 83% of its members, and 17% of its members are between the ages of 55 and 64.
To meet this goal, these organizations focus on preventive care. According to the National PACE Association (NPA), seniors over the age of 65 represent 83% of its members, and 17% of its members are between the ages of 55 and 64.
Future federal and state legislation or interpretations thereof may require us to change our business practices. Compliance with all of these applicable rules and regulations requires a significant amount of resources. We endeavor to be in compliance with all such rules and regulations. Corporate Social Responsibility (CSR) The Board of Directors (Board) regularly meets with management to discuss CSR-related topics.
Future federal and state legislation or interpretations thereof may require us to change our business practices. Compliance with all of these applicable rules and regulations requires a significant amount of resources. We endeavor to be in compliance with all such rules and regulations.
Within healthcare, healthcare support occupations and healthcare practitioners and technical occupations are projected to be among the fastest growing of all occupational groups, growing 15.2% and 8.6%, respectively, from 2023 to 2033. Employment growth in the healthcare and social assistance sector is expected to be driven by the aging population and a higher prevalence of chronic conditions. Supply of Nurses.
Within healthcare, healthcare support occupations and healthcare practitioners and technical occupations are projected to be among the fastest growing of all occupational groups, growing 12.4% and 7.2%, respectively, from 2024 to 2034. Employment growth in the healthcare and social assistance sector is expected to be primarily driven by both the aging population and the growing prevalence of chronic conditions.
Staffing Industry Analysts’ “US Staffing Industry Forecast: September 2024 Update” (September 11, 2024) forecasts moderate continued expansion in the locum tenens segment, in part as bill rates keep edging up, with a moderate decline in the allied healthcare segment and the per diem nurse segment in 2024, followed by a modest expansion in both segments in 2025.
Staffing Industry Analysts’ “US Staffing Industry Forecast: September 2025 Update” (September 2, 2025) forecasts moderate continued expansion in the locum tenens segment, in part due to persistent physician shortages, with a moderate decline in the allied healthcare segment and the per diem nurse segment in 2025, followed by a modest expansion in both segments in 2026.
Our delivery brands include Cross Country Nurses ® , Cross Country Allied ® , Cross Country Medical Staffing Network ® , Cross Country Search ® , Cross Country Locums ® , Cross Country Workforce Solutions Group ® , Cross Country Education ® , Intellify ® Talent Solutions, and Data Aggregation Services (DAS).
Our delivery brands include Cross Country Nurses ® , Cross Country Allied ® , Cross Country Local ® , formerly known as Cross Country Medical Staffing Network ® , Cross Country Search ® , Cross Country Locums ® , Cross Country Community Care, formerly known as Cross Country Workforce Solutions Group ® , Cross Country Education ® , and Intellify ® Talent Solutions.
O ur risk management program is designed to ensure prompt notification of incidents, educational training to our employees, loss analysis, and timely reporting procedures to reduce our risk of exposure.
See further discussion in the section titled "Item 1C - Cybersecurity." (7) Risk Management, Insurance, and Benefits. O ur risk management program is designed to ensure prompt notification of incidents, educational training to our employees, loss analysis, and timely reporting procedures to reduce our risk of exposure.
One of our executives was included on Staffing Industry Analysts’ 2024 and 2022 Global Power 150 - Women in Staffing List that recognizes the 100 most influential women in the Americas and 50 additional women internationally, and another executive was included in 2023.
At least one of our executives has been included on Staffing Industry Analysts’ 2025 and 2024 Global Power 150 - Women in Staffing List that recognizes the 100 most influential women in the Americas and 50 additional women internationally. Another executive has been recognized as one of the 2025 Top 10 Marketing professionals presented by OnCon.
We remain a loyal supporter of the American Red Cross, Leukemia and Lymphoma Society, American Heart Association, Random Acts of Flowers, Alzheimer’s Association, American Rivers, and Mission 22, among others. • In 2024, Employee Resource Groups have offered insights and support to their members and promoted meaningful advances, such as the addition of parental support resource benefits. Awards .
We remain a loyal supporter of the American Red Cross, Leukemia and Lymphoma Society, American Heart Association, Random Acts of Flowers, Alzheimer’s Association, American Rivers, and Mission 22, among others. • In 2025, Employee Communities have offered insights and support to their members and promoted meaningful advances, based on Cross Country Culture Pillars of Education & Empowerment, Community & Belonging, Health & Wellness, and Innovation & Technology.
In 2022, the Company’s Co-Founder & Chairman was named to the Staffing Industry Analysts’ Staffing 100 List of the most notable leaders in the industry, and the Company’s Chief Executive Officer (CEO) was named to the list in 2023 and 2024.
In 2022, the Company’s Chairman and current Chief Executive Officer (CEO) and President was named to the Staffing Industry Analysts’ Staffing 100 List of the 2 most notable leaders in the industry, and was also nominated as a top staffing leader to watch in 2023 for World Staffing Awards.
The CEO and executive leadership are responsible for alignment of CSR commitments and business strategy. Senior management outlines programs and assigns resources to support CSR commitments and mitigate risk.
The CEO and executive leadership are responsible for alignment of CSR commitments and business strategy.
We have recently been recognized with a Best Company Culture Award™ and Best Company for Diversity Award™, among others, from Comparably, and were named in the 2024 Best Companies to Work For on U.S. News & World Report’s list.
Award s . Cross Country was named to the ClearlyRated Best of Staffing awards for all divisions for client, employees, and talent. We have recently been recognized with a Best Company Culture Work-Life Balance and Best Company for Leadership, among others, from Comparably, and were named in the 2024 Best Companies to Work For on U.S.
Recognizing this trend, we are continuing on a path of digital transformation and innovation across our business with investments in expanding our technology capabilities both on the customer facing and candidate engagement fronts. We have executed multiple initiatives to enhance our position as a leading, consultative, and strategic partner in the healthcare industry.
The healthcare staffing industry continues to evolve, with both healthcare providers and professionals demanding speed and placing heavier reliance on technology for fulfillment and delivery activities. Recognizing this trend, we are continuing on a path of digital transformation and innovation across our business with investments in expanding our technology capabilities both on the customer facing and candidate engagement fronts.
IDEA requires that these children and young adults receive care from speech language pathologists, physical therapists, occupational therapists, nurses, and other healthcare professionals while at school. Macro Drivers of Demand. The aging U.S. population is creating many challenges regarding elderly healthcare. By 2030, one out of every five U.S. citizens will be of retirement age.
IDEA requires that these children and young adults receive care from speech language pathologists, physical therapists, occupational therapists, nurses, and other healthcare professionals while at school. Macro Drivers of Demand.
Department of Education, National Center for Education Statistic Report titled “The Condition of Education” (May 30, 2024), during 2022 to 2023, the number of students ages three to twenty-one who received special education services under the Individuals with Disabilities Education Act (IDEA) was 7.5 million, or 15% of all public school students.
Increased Need for Healthcare and Special Education Services in Schools. According to the U.S. Department of Education, National Center for Education Statistics projections, during 2025, the number of students ages three to twenty-one who received special education services under the Individuals with Disabilities Education Act (IDEA) was approximately 7.9 million, or approximately 15% of all public school students.
As an alternative to address these challenges, PACE, a Medicare/Medicaid at-home care program, was created for older adults and people over age 55 living with disabilities. This program provides community-based care and services to people who otherwise would need nursing home levels of care. An Aging in Place study showed that 70% of respondents preferred to age at home.
This program provides community-based care and services to people who otherwise would need nursing home levels of care. An Aging in Place study showed that 70% of respondents preferred to age at home. The focus of every PACE organization is to help individuals live in the community for as long as possible.
During 2024, the largest percentage of our revenue was concentrated in California, New York, and Florida.
We provide our staffing services and workforce solutions in all 50 sta tes. During 2025, the largest percentage of our revenue was concentrated in California, Florida, and New York.
The travel nurse segment is forecasted to normalize back down to pre-pandemic levels in terms of both volume and bill rates. According to the most recent Bureau of Labor Statistics 10-year projections (August 29, 2024), overall, employment is expected to grow 0.4% annually, with the healthcare and social assistance sector having the largest growth in excess of 1.0% annually.
According to the most recent Bureau of Labor Statistics 10-year projections (August 28, 2025), overall, employment is expected to grow 3.1% annually, with the healthcare and social assistance sector having the largest growth of 8.4% annually.
Regardless of how rates evolve, we are committed to continuing to grow our base of clinicians on assignment and our market share while maintaining the quality that we are known for.
We plan to continue to manage the business for long-term success and strategically position ourselves for future growth opportunities in the market. We are committed to continuing to grow our base of clinicians on assignment and our market share while maintaining the quality that we are known for.
Cross Country has received Newsweek Magazine's Most Loved Workplace ® certification in 2023 and 2024, along with the Most Loved Workplaces for Wellness 2024. The Newsweek award is supported by research from Best Practice Institute (BPI). Corporate Governance . We believe a framework that supports integrity and high ethical standards is key to the long-term success of our business.
News & World Report’s list. Cross Country has received the Industry Award for Healthcare 2025 by Energage Top Workplaces, along with Top Workplaces LA. Corporate Governance . We believe a framework that supports integrity and high ethical standards is key to the long-term success of our business.
Some key focus areas include personalizing the candidate experience, delivering a superior customer experience, infusing technology-enablement to drive efficiencies and increased productivity, and continuing our commitment to clinical excellence. As part of our 2024 IT strategy, we continued to invest in technologies for both internal and externally facing systems.
We have executed multiple initiatives to enhance our position as a leading, consultative, and strategic partner in the healthcare industry. Some key focus areas include personalizing the candidate experience, delivering a superior customer experience, infusing technology-enablement to drive efficiencies and increased productivity, and continuing our commitment to clinical excellence.
According to a survey by the American Health Care Association and National Center for Assisted Living, 87% of nursing homes deal with moderate to high staffing shortages, and 61% limit new admissions due to workforce issues.
According to a survey by the American Health Care Association and National Center for Assisted Living, 94% of nursing homes deal with staffing shortages, and 46% limit new admissions due to workforce issues. As an alternative to address these challenges, PACE, a Medicare/Medicaid at-home care program, was created for older adults and people over age 55 living with disabilities.
Our Geographic Markets and Customer Base In 2024, 2023, and 2022, our revenue was generated primarily in the U.S., and all of our long-lived assets were located in the U.S. and India. We provide our staffing services and workforce solutions in all 50 sta tes.
These services seek to augment our customer’s capabilities with managing, supplementing, and outsourcing aspects of their internal processes of managing their workforce. Our Geographic Markets and Customer Base In 2025, 2024, and 2023, our revenue was generated in the U.S., and all of our long-lived assets were located in the U.S. and India.
Leveraging national and in-market staffing teams, we place highly qualified healthcare professionals in virtually every specialty on travel and per diem assignments, local short-term contracts, and permanent positions.
Powered by real-time analytics and AI-driven insights, Intellify ® helps leaders make smarter workforce decisions, streamline operations, reduce labor costs, improve flexibility, and support high-quality outcomes. Leveraging national and in-market staffing teams, we place highly qualified healthcare professionals in virtually every specialty on travel and per diem assignments, local short-term contracts, and permanent positions.
The demand for our services is impacted by many factors, of which we believe the most significant are the following: Supply and Demand Drivers Healthcare Backdrop. According to the Staffing Industry Analysts’ “US Staffing Industry Pulse Survey Report” (November 2024), travel nurse staffing was down 21% year-over-year. Median revenue growth was greatest in locum tenens, up 3%.
The demand for our services is impacted by many factors, of which we believe the most significant are the following: Supply and Demand Drivers Healthcare Backdrop.
Our Nurse and Allied Staffing and Physician Staffing revenue and contribution income is set forth in Note 17 - Segment Data to the consolidated financial statements. The healthcare staffing industry continues to evolve, with both healthcare providers and professionals demanding speed and placing heavier reliance on technology for fulfillment and delivery activities.
We also offer our vendor management technology, Intellify ® to these facilities to manage all or a portion of their agency services. Our Nurse and Allied Staffing and Physician Staffing revenue and contribution income is set forth in Note 17 - Segment Data to the consolidated financial statements.
The market is highly competitive for both clients and candidates, especially within travel nurse and allied, and is growing closer to an inflection point.
Market Challenges To remain competitive within our industry, we are required to continuously innovate, improve processes, and expand services to meet the needs of our employees, customers and their patients. The market remains highly competitive for both clients and candidates, especially within travel nurse and allied.
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Item 1. Business. Overview of Our Company Cross Country Healthcare, Inc. (Nasdaq: CCRN) is a market-leading, tech-enabled workforce solutions and advisory firm with 38 years of industry experience and insight. We help customers tackle complex labor-related challenges and achieve high-quality outcomes, while reducing complexity and improving visibility through data-driven insights.
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Item 1. Business. Overview of Our Company Cross Country Healthcare, Inc. (Nasdaq: CCRN) is a healthcare workforce solutions company delivering an AI-powered digital platform and advisory services, backed by nearly 40 years of healthcare labor expertise, to help health systems optimize and sustain their entire labor ecosystem.
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Another executive has been recognized as a 2024 and 2023 Diversity, Equity, and Inclusion Influencer by Staffing Industry Analysts, and one of the 10 Most Influential HR Executives to Watch in 2022 by CIO Views magazine.
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Through Intellify ® , Cross Country's cloud-based workforce management and vendor management system, health systems gain clear visibility across internal and contingent labor. Intel lify ® integrates with core hospital systems and brings all service lines, including non-clinical, nursing, allied health, and locums, into one centralized view.
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(Aya Healthcare), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (Aya Merger). On February 20, 2025, the Company and Aya Healthcare each received a request for additional information (Second Request) from the U.S.
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As part of our 2025 IT strategy, we continued to invest in technologies for both internal and externally facing systems, with a focus on utilizing artificial intelligence (AI) and other automation technologies. In 2025, we added innovative search and match capabilities for both our internal staff and our candidates.
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Federal Trade Commission (FTC) in connection with the FTC’s review of the transactions contemplated by the Merger Agreement.
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(Parent), Spark Merger Sub One Inc., a wholly owned subsidiary of Parent, and, solely for the limited purposes set forth therein, Aya Healthcare, Inc., providing for, subject to the satisfaction or waiver of certain conditions, the acquisition of the Company by Parent (the Aya Merger).
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Issuance of the Second Request extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 until 30 days after both the Company and Aya Healthcare substantially comply with the Second Request, unless the waiting period is extended voluntarily by the parties or terminated earlier by the FTC.
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After market close on December 3, 2025, the Company received a notice of termination of the Aya Merger Agreement from Parent, effective December 4, 2025, as a result of the Aya Merger not being consummated prior to the end date under the Aya Merger Agreement.
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The Company expects that the Aya Merger will close in the second half of 2025, subject to the satisfaction or waiver of the other customary closing conditions specified in the Merger Agreement. The Aya Merger was approved by the Company's stockholders at a special meeting held on February 28, 2025.
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In accordance with the terms of the Aya Merger Agreement, Parent paid a termination fee of $20.0 million in cash to the Company. Effective December 14, 2025, John A. Martins, the Company’s President and Chief Executive Officer (CEO), separated from the Company. Kevin C.
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Upon completion of the transaction, it is expected that the Company will become a private company and its common stock will no longer trade on Nasdaq. Risks and Uncertainties Post-pandemic, there is a need to continue to innovate, improve processes, and expand services to meet the needs of our employees, customers and their patients.
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Clark, the Company’s current Chairman of the Board, former CEO (from January 16, 2019 through March 31, 2022), and co-founder, was appointed President and CEO of the Company, effective December 15, 2025. Mr. Clark will continue to serve as the Chairman of the Board.
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During 2024, bill and pay rates adjusted as the impact of the pandemic continued to decline. While we believe that the talent shortage will likely persist into 2025, hospitals are continuing to balance their need for temporary talent with cost containment measures.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOperations in certain markets are subject to risks inherent in international business activities, including: (i) fluctuations in currency exchange rates; (ii) changes in regulations; (iii) varying economic and political conditions; (iv) overlapping or differing tax structures; (v) regulations (pertaining to, among other things, compensation and benefits, vacation, and the termination of employment); and (vi) privacy and security issues.
Biggest changeInternational operations are subject to numerous risks, including, but not limited to: (i) currency exchange‑rate fluctuations; (ii) changes in foreign governmental regulations and labor laws; (iii) differing political, economic, and social conditions; (iv) overlapping, inconsistent, or shifting tax rules and enforcement practices; (v) employment‑related regulations governing compensation, benefits, leave, workforce restructuring, and termination; (vi) privacy, data‑transfer, and data‑security requirements; and (vii) restrictions or disruptions arising from geopolitical tensions, civil unrest, public health crises, or infrastructure limitations.
We review the valuation allowances for our state NOLs periodically and make adjustments from time to time, which can result in an increase or decrease to the net deferred tax asset related to our state NOLs.
We review the valuation allowances for state NOLs periodically and make adjustments from time to time, which can result in an increase or decrease to the net deferred tax asset related to our state NOLs.
If we are unable to use our state NOLs or use of our state NOLs is limited, we may have to make significant payments or reduce our deferred tax assets, which could have a material adverse effect on our business, results of operations, and financial condition.
If we are unable to use state NOLs or use of state NOLs is limited, we may have to make significant payments or reduce our deferred tax assets, which could have a material adverse effect on our business, results of operations, and financial condition.
Based on the new information considered in our reviews, we adjust our disclosures and our loss contingency accruals, which may increase as a result of increased litigation claims. We may not have sufficient insurance to cover these risks. Actual outcomes or losses may differ materially from those estimated by our current assessments, which would impact our profitability.
Based on the new information considered in our reviews, we adjust our disclosures and our loss contingency accruals, which may increase as a result of increased 17 litigation claims. We may not have sufficient insurance to cover these risks. Actual outcomes or losses may differ materially from those estimated by our current assessments, which would impact our profitability.
In addition, federal, state and local, as well as international, tax laws and regulations are extremely complex and subject to varying interpretations. On March 27, 2020, former President Biden signed the Coronavirus Aid, Relief, and Economic Security (CARES) Act into law, which was extended under the Taxpayer Certainty and Disaster Relief Act of 2020 passed on December 27, 2020.
In addition, federal, state and local, as well as international, tax laws and regulations are extremely complex and subject to varying interpretations. On March 27, 2020, President Biden signed the Coronavirus Aid, Relief, and Economic Security (CARES) Act into law, which was extended under the Taxpayer Certainty and Disaster Relief Act of 2020 passed on December 27, 2020.
The costs related to obtaining and maintaining professional and general liability insurance, health insurance, and workers’ compensation insurance for healthcare providers has generally been increasing. This could have an adverse impact on our financial condition unless we are able to pass these costs through to our customers or renegotiate pay rates with our healthcare providers.
The costs 13 related to obtaining and maintaining professional and general liability insurance, health insurance, and workers’ compensation insurance for healthcare providers has generally been increasing. This could have an adverse impact on our financial condition unless we are able to pass these costs through to our customers or renegotiate pay rates with our healthcare providers.
Any material changes in the political, economic, or regulatory environment that affect the purchasing policies, practices, and operations of healthcare organizations, or that lead to consolidation in the healthcare industry, could reduce the funds available to purchase our services or otherwise require us to modify our offerings. We provide our services to hospitals and health systems which pay us directly.
Any material changes in the political, economic, or regulatory environment that affect the purchasing policies, practices, and operations of healthcare organizations, or that lead to consolidation in the healthcare industry, could reduce the funds available to purchase our services or otherwise require us to modify our offerings. 16 We provide our services to hospitals and health systems which pay us directly.
We do not maintain business interruption insurance for these events. We could suffer material financial losses as a result of disruptions from hurricanes, fires, or other catastrophes, including unexpected events. 19 Locations operated by our vendors may also be subject to natural disasters or other extreme weather conditions.
We do not maintain business interruption insurance for these events. We could suffer material financial losses as a result of disruptions from hurricanes, fires, or other catastrophes, including unexpected events. Locations operated by our vendors may also be subject to natural disasters or other extreme weather conditions.
The Company may also incur additional expenses, such as the cost of remediating incidents or improving security measures, the cost of identifying and retaining replacement vendors, increased costs of insurance, or ransomware payments. Cybersecurity threats continue to increase in frequency and sophistication, thereby increasing the difficulty of detecting and defending against them.
The Company may also incur additional expenses, such as the cost of remediating incidents or improving security measures, the cost of identifying and retaining replacement vendors, increased costs of insurance, or ransomware payments. 14 Cybersecurity threats continue to increase in frequency and sophistication, thereby increasing the difficulty of detecting and defending against them.
Adverse developments in existing litigation claims or legal proceedings involving our Company or new claims could require us to establish or increase litigation 16 reserves or enter into unfavorable settlements or satisfy judgments for monetary damages for amounts in excess of current reserves, which could adversely affect our financial results.
Adverse developments in existing litigation claims or legal proceedings involving our Company or new claims could require us 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 our financial results.
If hospitals fail to pay the intermediaries for our services or those intermediaries become insolvent or fail to pay us for our services, it could impact 12 our bad debt expense and thus our overall profitability. We also provide comprehensive MSP and other workforce solutions directly to certain of our customers.
If hospitals fail to pay the intermediaries for our services or those intermediaries become insolvent or fail to pay us for our services, it could impact our bad debt expense and thus our overall profitability. We also provide comprehensive MSP and other workforce solutions directly to certain of our customers.
Our certificate of incorporation and by-laws may discourage, delay, or prevent a merger or acquisition involving us that our stockholders may consider favorable. For example, our certificate of incorporation authorizes our Board of Directors to issue up to 10,000,000 shares of “blank check” preferred stock.
Our certificate of incorporation and by-laws may discourage, delay, or prevent a merger or acquisition involving us that our stockholders may consider favorable. For example, our certificate of incorporation authorizes our Board to issue up to 10,000,000 shares of “blank check” preferred stock.
Lastly, we may be limited in our ability to utilize our remaining state NOLs to offset future taxable income and thereby reduce our otherwise payable income taxes. Our ability to utilize our NOLs is also dependent, in part, upon us having sufficient future earnings to utilize our state NOLs before they expire.
We may be limited in our ability to utilize our remaining state NOLs to offset future taxable income and thereby reduce our otherwise payable income taxes. Our ability to utilize NOLs is also dependent, in part, upon us having sufficient future earnings to utilize our state NOLs before they expire.
There can be no assurance that the CARES Act, ARPA, the Tax Cuts and Jobs Act of 17 2017, or any other legislative changes will not negatively impact our operating results, financial condition, and future business operations.
There can be no assurance that the CARES Act, ARPA, the Tax Cuts and Jobs Act of 2017 (2017 Tax Act), or any other legislative changes will not negatively impact our operating results, financial condition, and future business operations.
If we do not raise wages or increase the value of benefits in response to such increases by our competitors, we could face difficulties attracting and retaining qualified professionals. If we raise wages or increase benefits in response to our competitors’ increases, 14 our customers and our margins could decline.
If we do not raise wages or increase the value of benefits in response to such increases by our competitors, we could face difficulties attracting and retaining qualified professionals. If we raise wages or increase benefits in response to our competitors’ increases, our customers and our margins could decline.
In addition, inaccurate posts or comments on social media websites could damage our reputation or brand image. Our failure to protect our reputation could have a material adverse effect on our business. We believe that our industry reputation is critical to our success.
In addition, inaccurate or negative posts or comments on social media websites could damage our reputation or brand image. Our failure to protect our reputation could have a material adverse effect on our business. We believe that our industry reputation is critical to our success.
If market conditions change materially and we determine that we will be unable to generate sufficient taxable income in the future to utilize our state NOLs, we could be required to record additional valuation allowances.
If market conditions change materially and we determine that we will be unable to generate sufficient taxable income in the future to utilize state NOLs, we could be required to record additional valuation allowances.
We may face challenges competing in the marketplace if we are unable to anticipate and quickly respond to changing marketplace conditions, such as alternative modes of healthcare delivery, reimbursement, and customer needs.
We may face challenges competing in the marketplace if we are unable to anticipate and quickly respond to changing marketplace conditions, such as alternative modes of healthcare delivery, reimbursement, customer needs, and capabilities.
We are periodically subject to a number of tax examinations by taxing authorities in the states and countries where we do business. We also have deferred tax assets related to our NOLs in state taxing jurisdictions, which, generally, for state tax purposes, carry forward for up to twenty years or indefinitely, depending on the year the NOL was generated.
We are periodically subject to a number of tax examinations by taxing authorities in the states and countries where we do business. We also have deferred tax assets related to our NOLs in federal and state taxing jurisdictions, which, generally carry forward for up to twenty years or indefinitely, depending on the year the NOL was generated.
Should the value of goodwill or other intangible assets become impaired, there could be an adverse effect on us. 20 If provisions in our corporate documents and Delaware law delay or prevent a change in control, we may be unable to consummate a transaction that our stockholders consider favorable.
Should the value of goodwill or other intangible assets become impaired, there could be an adverse effect on us. 21 If provisions in our corporate documents and Delaware law delay or prevent a change in control, we may be unable to consummate a transaction that our stockholders consider favorable.
Risks Relating to Our Indebtedness We could have a level of indebtedness which may have an adverse effect on our business or limit our ability to take advantage of business, strategic, or financing opportunities. As of December 31, 2024, we had no borrowings under our Asset-Based Loan Agreement (ABL).
Risks Relating to Our Indebtedness We could have a level of indebtedness which may have an adverse effect on our business or limit our ability to take advantage of business, strategic, or financing opportunities. As of December 31, 2025, we had no borrowings under our Asset-Based Loan Agreement (ABL).
The Company’s primary systems (and, as a result, its operations) are vulnerable to damage or interruption from power outages, computer, technology and telecommunications failures, computer viruses, security breaches, catastrophic events, and errors in usage by the Company’s or its vendors’ employees and contractors.
The Company’s primary systems (and, as a result, its operations) are vulnerable to damage or interruption from power outages, computer, technology and telecommunications failures, computer viruses, security breaches, cyber attacks, catastrophic events, and errors in usage by the Company’s or its vendors’ employees and contractors.
For example, as a result of our level of indebtedness and the uncertainties arising in the credit markets and the U.S. economy: - we may be more vulnerable to general adverse economic and industry conditions; - we may have to pay higher interest rates upon refinancing or on our variable rate indebtedness if interest rates rise, thereby reducing our cash flows; - we may find it more difficult to obtain additional financing to fund future working capital, capital expenditures, acquisitions, and other general corporate requirements that would be in our long-term interests; - we may be required to dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our debt, reducing the available cash flow to fund other investments; - we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry; - we may have a competitive disadvantage relative to other companies in our industry that are less leveraged; - we may be required to sell debt or equity securities or sell some of our core assets, possibly on unfavorable terms, in order to meet payment obligations; and - we may not be able to successfully raise capital to execute our mergers and acquisitions strategy. 18 These constraints could have a material adverse effect on our business.
For example, as a result of our level of indebtedness and the uncertainties arising in the credit markets and the U.S. economy: - we may be more vulnerable to general adverse economic and industry conditions; - we may have to pay higher interest rates upon refinancing or on our variable rate indebtedness if interest rates rise, thereby reducing our cash flows; - we may find it more difficult to obtain additional financing to fund future working capital, capital expenditures, acquisitions, and other general corporate requirements that would be in our long-term interests; - we may be required to dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our debt, reducing the available cash flow to fund other investments; - we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry; - we may have a competitive disadvantage relative to other companies in our industry that are less leveraged; 19 - we may be required to sell debt or equity securities or sell some of our core assets, possibly on unfavorable terms, in order to meet payment obligations; and - we may not be able to successfully raise capital to execute our mergers and acquisitions strategy.
If we are unable to negotiate hourly rates with intermediaries for the services we provide to these customers which are sufficient to cover administrative fees charged by those intermediaries, it could impact our profitability.
If we are unable to negotiate hourly rates with intermediaries for the services we provide to these customers that are sufficient to cover administrative fees charged by those intermediaries, it could impact our profitability.
The Company’s ability to manage its operations in both the U.S. and India through the use of key systems successfully is critical to its success and largely depends upon the efficient and uninterrupted operation of its computer, technology and communications systems, some of which are managed by third-party vendors.
The Company’s ability to manage its operations in both the U.S. and India through the use of key systems is critical to its success and largely depends upon the efficient and uninterrupted operation of its computer, technology and communications systems, some of which are provided and/or managed by third-party vendors.
Complying with these enhanced obligations, state-level privacy regulations (such as the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA)) and other current and future laws and regulations relating to data transfer, residency, privacy and protection have increased, and continue to increase the Company’s operating costs and require significant management time and attention.
Complying with these enhanced obligations, state-level privacy regulations (such as the California Consumer Privacy Act) and other current and future laws and regulations relating to data transfer, residency, privacy and protection have increased, and continue to increase the Company’s operating costs and require significant management time and attention.
The possession and use of personal information in conducting the Company’s business subjects it to a variety of complex and evolving laws and regulations regarding data privacy, which, in many cases, apply not only to third-party transfers, but also to transfers of information among the Company and its subsidiaries.
The possession and use of personal information in conducting the Company’s business may subject it to a variety of complex and evolving laws and regulations regarding data privacy, which, in many cases, apply not only to third-party transfers, but also to transfers of information among the Company and its subsidiaries.
To the extent that disruption in the financial markets occurs, it has the potential to materially affect our and our customers’ ability to tap into debt and/or equity markets to continue ongoing operations, have access to cash, and/or pay debts as they come due.
To the extent that disruption in the financial markets occurs, it has the potential to materially affect our and our customers’ ability to access debt and/or equity markets to continue ongoing operations, cash, and/or pay debts as they come due.
The markets in which we compete are highly competitive and our competitors may respond more quickly to new or emerging customer needs and marketplace conditions.
The markets in which we compete are highly competitive and our competitors may respond more quickly or effectively to new or emerging customer needs and technological advancements, or marketplace conditions.
Without stockholder approval, the Board of Directors has the authority to attach special rights, including voting and dividend rights, to this preferred stock. With these rights, preferred stockholders could make it more difficult for a third party to acquire us. Delaware law may also discourage, delay, or prevent someone from acquiring or merging with us.
Without stockholder approval, the Board has the authority to attach special rights, including voting and dividend rights, to this preferred stock. With these rights, preferred stockholders could make it more difficult for a third party to acquire us. Delaware law may also discourage, delay, or prevent someone from acquiring or merging with us. Item 1B. Unresolved Staff Comments. None.
Social, ethica l, and security issues relating to the use of AI may result in reputational harm and liability . Many of our business operations and support activities are performed by a predominantly remote workforce. Should any of these employees utilize non-approved AI, this could result in reputational harm to the Company and have an adverse effect on its operations.
Many of our business operations and support activities are performed by a predominantly remote workforce. Should any of these employees utilize non-approved AI, this could result in reputational harm to the Company and have an adverse effect on its operations.
Patient delivery settings continue to evolve, including potential changes related to artificial intelligence (AI), giving rise to alternative modes of healthcare delivery, such as retail medicine, telemedicine, and home health.
Patient delivery settings continue to evolve, including potential changes related to AI, which may accelerate alternative modes of healthcare delivery, such as retail medicine, telemedicine, and home health.
Simultaneously, any failure by the Company or its subsidiaries to comply with applicable laws could result in governmental enforcement actions, consumer actions, fines, and other penalties that could potentially have an adverse effect on the Company’s operations, financial results and reputation.
Simultaneously, any failure by the Company or its subsidiaries to comply with applicable laws could result in governmental enforcement actions, consumer actions, fines, and other penalties that could potentially have an adverse effect on the Company’s operations, financial results and reputation. Social, ethical, and security issues relating to the use of AI may result in reputational harm and liability .
We rely significantly on our ability to attract, develop, and retain professionals who possess the skills, experience and, as required, licensure necessary to meet the specified requirements of our customers.
We may be unab le to recruit and retain enough quality professionals to meet our customers’ demands. We rely significantly on our ability to attract, develop, and retain professionals who possess the skills, experience and, as required, licensure necessary to meet the specified requirements of our customers.
We could fail to generate sufficient cash to fund our liquidity needs and/or fail to satisfy the financial and other covenants to which we are subject under our existing indebtedness, which could adversely affect long term growth and results of operations. We currently have sufficient liquidity to operate our business in the normal course.
These constraints could have a material adverse effect on our business. We could fail to generate sufficient cash to fund our liquidity needs and/or fail to satisfy the financial and other covenants to which we are subject under our existing indebtedness, which could adversely affect long term growth and results of operations.
Any CSR or sustainability metrics that we currently or may in the future disclose, whether based on the standards we set for ourselves or those set by others, may influence our reputation and the value of our brands.
All of the foregoing could expose us to market, operational, and execution costs or risks. Any CSR or sustainability metrics that we currently or may in the future disclose, whether based on the standards we set for ourselves or those set by others, may influence our reputation and the value of our brands.
Due to inherent limitations, our system of disclosure and internal controls and procedures may not be successful in preventing all errors and fraud, or in making all material information known in a timely manner to management.
To the extent any of these events occur, our operations and financial results could be adversely affected. Due to inherent limitations, our system of disclosure and internal controls and procedures may not be successful in preventing all errors and fraud, or in making all material information known in a timely manner to management.
Uncertainty regarding or changes to federal healthcare law and the willingness of our hospital, healthcare facilities and physician group customers to develop their own temporary staffing pools, replace core staff who have resigned or retired, or to increase the productivity of their permanent staff may, individually or in the aggregate, significantly affect demand for our temporary healthcare staffing services and may hamper our ability to attract, develop, and retain customers.
Uncertainty regarding or changes to federal healthcare law and the willingness of our healthcare providers to develop their own temporary staffing pools, replace core staff or to increase permanent staff productivity may, individually or in the aggregate, significantly affect demand for our services.
If, however, we were to close an acquisition or enter into a similar type of transaction, our liquidity needs may exceed our current capacity. Our credit facility currently contains an occurrence-based financial covenant that may be triggered if we fall below a certain level of excess availability, requiring us to operate above a minimum fixed charge coverage ratio.
Our credit facility currently contains an occurrence-based financial covenant that may be triggered if we fall below a certain level of excess availability, requiring us to operate above a minimum fixed charge coverage ratio.
Further, on March 11, 2021, President Biden signed the American Rescue Plan Act of 2021 (ARPA). We are not aware of any provision in the CARES Act, ARPA, or any other pending tax legislation that would have a material adverse impact on our financial performance.
We are not aware of any provision in the CARES Act, ARPA, or any other pending tax legislation that would have a material adverse impact on the Company's financial performance.
In this regard, failure to comply with ethical, social, product, labor, health and safety, accounting, or environmental standards could jeopardize our reputation and potentially lead to various adverse effects on our business. The strength of our reputation may also depend on the success of our corporate social responsibility (CSR) and sustainability initiatives, which require company-wide coordination and alignment.
In this regard, failure to comply with ethical, social, product, labor, health and safety, accounting, or environmental standards could jeopardize our reputation and potentially lead to various adverse effects on our business. Our reputation may also be impacted by our CSR and sustainability initiatives.
These acquisition opportunities involve numerous risks, including potential loss of key employees or customers of acquired companies; difficulties integrating acquired personnel and distinct cultures into our business; difficulties integrating acquired companies into our operating, financial planning, and financial reporting systems; diversion of management attention from existing operations; and assumptions of liabilities and exposure to unforeseen liabilities of acquired companies, including liabilities for their failure to comply with healthcare and tax regulations.
Acquiring a company may result in the loss of our key employees or customers or those of the acquired company; integration challenges including integrating acquired personnel and distinct cultures into our business; integrating the acquired company into our operating, financial planning, and financial reporting systems; diversion of management attention from existing operations; and assumptions of liabilities and exposure to unforeseen liabilities of the acquired company, including liabilities for their failure to comply with healthcare and tax regulations.
If any issues arise post-closing, we may not be entitled to, or be able to, collect sufficient, or any, indemnification or recourse from the sellers, which could have a material adverse impact on our business and results of operations.
If any issues arise post-closing, we may not be entitled to, or be able to, collect sufficient, or any, indemnification or recourse from the sellers, which could have a material adverse impact on our business and results of operations. 20 Losses caused by natural disasters, such as hurricanes and fires, or other unexpected events, could cause us to suffer material financial losses.
In addition, we rely on third-party timekeeping systems in certain circumstances to process payroll. To the extent that these payroll systems experience a disruption or delay in reporting time worked by our healthcare professionals, we may not be able to make payroll to our healthcare workers timely.
To the extent that these payroll systems experience a disruption or delay in reporting time worked by our healthcare professionals, we may not be able to make payroll to our healthcare workers timely. This could result in significant dissatisfaction by our healthcare workers and damage to our reputation, in addition to violations of certain laws or regulations.
Our industry is subject to many complex federal, state, local, and international laws and regulations related to, among other things, the licensure of professionals, medical malpractice claims and related indemnity claims, the payment of our field employees (e.g., wage and hour laws, employment taxes, arbitration agreements, and income tax withholdings), expense reimbursements, wage transparency, and the operations of our business generally (e.g., federal, state, and local tax laws).
Our industry is subject to numerous and complex federal, state, local, and international laws and regulations, including those relating to the: licensure of professionals; medical malpractice and associated indemnity obligations; wage and hour requirements; employment taxes; arbitration agreements; income tax withholdings; expense reimbursements; wage transparency mandates; and general business operations, including tax compliance.
In the ordinary course of business, the Company collects, uses, and retains personal information from its customers, employees, employment candidates, and contractors, including, without limitation, full names, government-issued identification numbers, addresses, birthdates, and payroll-related information.
In the ordinary course of business, the Company collects, uses, and retains personal information from its customers, employees, employment candidates, and contractors.
We are subject to business and regulatory risks associated with international operations. We have international operations in India where our Cross Country Infotech, Pvt Ltd. (Infotech) subsidiary is located. Infotech provides in-house information systems development and support services, as well as some back-office processing services. We have limited experience in supporting our services outside of North America.
We are subject to business and regulatory risks associated with international operations. We maintain significant back‑office operations in India through our Cross Country Infotech, Pvt. Ltd. (Infotech) subsidiary, which provides in‑house information systems development and support services, as well as certain finance, accounting, and other administrative processing functions.
Changes in these factors, or changes in actual performance compared with estimates of our future performance, could affect the fair value of goodwill, trade names, or other intangible assets, which may result in an impairment charge. We cannot accurately predict the amount and timing of any impairment of assets.
Changes in these factors, or changes in actual performance compared with estimates of our future performance, could affect the fair value of goodwill, trade names, or other intangible assets, which may result in an impairment charge. In the fourth quarter of 2025, we recorded non‑cash goodwill impairment charges, triggered by the fourth quarter decline in the Company's equity market capitalization.
Losses caused by natural disasters, such as hurricanes and fires, the physical effects of climate change, or other unexpected events, could cause us to suffer material financial losses. Catastrophes can be caused by various events, including, but not limited to, hurricanes, fires, and other severe weather. The incidence and severity of catastrophes are inherently unpredictable.
Catastrophes can be caused by various events, including, but not limited to, hurricanes, fires, and other severe weather. The incidence and severity of catastrophes are inherently unpredictable.
We may be required to enhance wages and benefits to our employees through mandatory minimum wage laws, which could negatively impact our profitability. Labor union activity is another factor that could adversely affect our labor costs or otherwise adversely impact us. To the extent a significant portion of our employee base unionizes, our labor costs could increase significantly.
Labor union activity is another factor that could adversely affect our labor costs or otherwise adversely impact us. To the extent a significant portion of our employee base unionizes, our labor costs could increase significantly. If our labor costs increase, we may not be able to raise rates to offset these increased costs.
At this time, we still do not have enough nurses, allied professionals, and physicians to meet all of our customers’ demands for these staffing services. A shortage of healthcare professionals generally and the competition for their services may limit our ability to increase the number of healthcare professionals that we successfully recruit, decreasing our ability to grow our business.
At this time, we still do not have enough nurses, allied professionals, and physicians to meet all of our customers’ demands for these staffing services.
We have outsourced certain critical applications or business processes to external providers, including, but not limited to, background screenings of our employees. We exercise care in the selection and oversight of these providers. However, the failure or inability of one or more of these critical suppliers to perform could cause significant disruptions and increased costs to our business.
We are dependent on third parties for the execution of certain critical functions. We have outsourced certain critical applications or business processes to external providers, including, but not limited to, background screenings of our employees. We exercise care in the selection and oversight of these providers.
In the event we are not entirely effective at recruiting and retaining qualified management, nurses, and other support personnel, or in controlling labor costs, this could have an adverse effect on our results of operations. We are dependent on third parties for the execution of certain critical functions.
Because a significant percentage of our revenues consists of fixed, prospective payments, our ability to pass along increased labor costs is constrained. In the event we are not entirely effective at recruiting and retaining qualified management, nurses, and other support personnel, or in controlling labor costs, this could have an adverse effect on our results of operations.
There are many approaches through which such systems could be damaged or disrupted, or information exposed or accessed, including through system vulnerabilities, improperly obtaining and using user credentials, or the misuse of authorized user access. 13 The damage or disruption to Company or third-party systems, or unauthorized access to, or exposure of, personal or confidential information, could harm the Company’s operations, reputation and brand, resulting in a loss of business or revenue.
There are many approaches through which such systems could be damaged or disrupted, or information exposed or accessed, including through system vulnerabilities, improperly obtaining and using user credentials, or the misuse of authorized user access.
We are dependent on the proper functioning of information systems used to operate our business, including those applications hosted by our vendors. Critical information systems used in daily operations identify and match staffing resources and customer assignments and perform billing and accounts receivable functions. Additionally, we rely on our information systems in managing our accounting and financial reporting.
Operational Risks We are dependent on the proper functioning of the information systems and technology applications used to operate our business, including applications hosted by third‑party vendors. These systems support critical activities such as identifying and matching staffing resources to customer assignments, maintaining clinical and operational records, performing billing and accounts‑receivable functions, and managing our accounting and financial reporting.
Unfavorable CSR or ESG ratings may lead to increased negative investor sentiment toward us, which could have a negative impact on the price of our securities and our access to and costs of capital. All of the foregoing could expose us to market, operational, and execution costs or risks.
Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable CSR ratings may lead to increased negative investor sentiment toward us, which could have a negative impact on the price of our securities and our access to and costs of capital.
General Business Risks We may face difficulties integrating our acquisitions into our operations and our acquisitions may be unsuccessful, involve significant cash expenditures, or expose us to unforeseen liabilities. We continually evaluate opportunities to acquire companies that would complement or enhance our business.
General Business Risks We continually evaluate opportunities to acquire companies or enter into other strategic transactions which may involve significant cash expenditures and expose us to unforeseen liabilities and/or integration challenges. We continually evaluate opportunities to acquire companies or enter into other strategic transactions.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.
Our labor costs could be adversely affected by a shortage of experienced healthcare professionals and labor union activity. Our operations are dependent on our ability to recruit and staff quality healthcare professionals. We compete with other staffing companies and technologies in recruiting and retaining qualified personnel.
Our operations are dependent on our ability to recruit and staff quality healthcare professionals. We compete with other staffing companies and technologies in recruiting and retaining qualified personnel. We may be required to enhance wages and benefits to our employees through mandatory minimum wage laws, which could negatively impact our profitability.
There is also a risk that we may not have access to the technology and qualified AI personnel resources to adequately incorporate advancements into our AI initiatives. The rapid evolution of AI, including potential government regulations, will require significant resources to develop, test and maintain our platforms to help us implement AI responsibly.
The ever-increasing use and evolution of technology, including AI, creates opportunities for the potential loss or misuse of personal data that we collect or use to run our business. There is also a risk that we may not have access to the technology and qualified AI personnel resources to adequately incorporate advancements into our AI initiatives.
Additionally, controls can be circumvented by the acts of an individual, by collusion of two or more people, or by management override of the control.
These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the acts of an individual, by collusion of two or more people, or by management override of the control.
Our success is dependent upon our ability to develop innovative workforce solutions and quickly adapt to changing marketplace conditions and client needs, including making modifications to our technologies and evolving our technology platform, which may differentiate our services and abilities from those of our competitors.
Our success is dependent upon our ability to develop innovative workforce solutions and quickly adapt to changing marketplace conditions and client needs, including making modifications to our technologies and evolving our technology platform. Among other things, we are currently using agentic agents to streamline work flow, and other AI automation platforms to improve our productivity and create efficiencies.
Our inability to effectively manage our international operations, the security and/or privacy of the systems we use internationally, or our violation of any regulation could result in increased costs and adversely affect our results of operations. Our financial results could be adversely impacted by the loss of key management or corporate employee turnover.
Any of these events could materially and adversely affect our business, financial condition, results of operations, or reputation. Our financial results could be adversely impacted by the loss of key management or corporate employee turnover.
In the event that critical information systems fail or are otherwise unavailable, these functions would have to be accomplished manually, which could impact our ability to, among other things, maintain billing and clinical records reliably, bill for services efficiently, and maintain our accounting and financial reporting accurately.
If critical systems fail or become inaccessible, we may be forced to perform key functions manually, which could impair our ability to maintain billing and clinical records reliably, bill for services efficiently, manage payroll accurately, or maintain timely and accurate accounting and financial reporting.
In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to CSR or environmental, social, and governance (ESG) matters. Such ratings are used by some investors to inform their investment and voting decisions.
Risks associated with these initiatives include any increased public focus, including by governmental and nongovernmental organizations, new laws and regulations, increased costs associated with sustainability efforts and/or compliance with laws and regulations. In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to CSR matters.
The development of new service lines and business models using advanced technology solutions, including but not limited to AI, requires us to be at the forefront of emerging trends in the healthcare industry.
The development of new service lines and business models using advanced technology solutions, including but not limited to AI, requires significant ongoing investment and continuing innovation. Our ability to compete effectively will depend on how well we anticipate emerging trends, adapt our business model, and implement new technologies.
We believe the successful execution of our business strategy and our ability to build upon significant recent investments and acquisitions depends on the continued employment of key members of our management team and corporate employees.
The successful execution of our business strategy and our ability to continue building on significant recent investments depend on the continued leadership and industry expertise of our senior management team and other key corporate employees. In December 2025, we underwent a transition in the role of Chief Executive Officer (CEO).
If we do not comply with the laws and regulations that are applicable to our business, we could incur civil and/or criminal penalties or become subject to litigation or equitable remedies. We maintain insurance coverage for employment claims; however, it may not cover all claims against us or continue to be available to us at a reasonable cost.
Failure to comply with applicable laws or regulations may result in civil or criminal penalties, government investigations, litigation, or other adverse actions. Although we maintain insurance for employment-related and other claims, such coverage may not cover all claims, may require us to pay significant self-insured retentions, or may not remain available at reasonable cost.
We may face challenges competing in the marketplace if we are unable to quickly adapt our business model and successfully implement innovative services and solutions to address these changes. Market disruptions or downturns may adversely affect our, or our customer’s, operating results and financial condition .
If we fail to do so, our business, financial condition, and results of operations could be materially adversely affected. Market disruptions or downturns may adversely affect our, or our customer’s, operating results and financial condition .
In addition, we may incorporate traditional and generative AI solutions into our information systems and products which may become important in our operations over time. The ever-increasing use and evolution of technology, including AI, creates opportunities for the potential loss or misuse of personal data that we collected or used to run our business.
In addition, we may incorporate traditional and generative AI solutions into our information systems and products that may become important in our operations over time, such as agentic agents and other AI automation platforms to streamline work flow, improve our productivity, and create efficiencies.
This may result in significantly increased business and security costs, administrative penalties, or costs related to defending legal claims. We may be unab le to recruit and retain enough quality professionals to meet our customers’ demands.
The rapid evolution of AI, including potential government regulations, will require significant resources to develop, test and maintain our platforms to help us implement AI responsibly. This may result in significantly increased business and security costs, administrative penalties, or costs related to defending legal claims.
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In addition, if hospitals continue to consolidate in an effort to 11 enhance their market positions, improve operational efficiency, hire permanent replacements to replace core staff, and create organizations capable of managing population health, demand for our services could decrease. The staffing industry has experienced a marked decline in revenue in the post-COVID era in light of shifting customer needs.
Added
Advancements in AI and machine learning could materially disrupt traditional healthcare staffing models. Competitors – both existing and new entrants – may invest more aggressively in AI-enabled tools or develop and deploy advanced matching, 11 credentialing, scheduling, or workforce optimization technologies faster than we do.
Removed
If we were to lose any key personnel, we may not be able to find an appropriate replacement on a timely basis and our results of operations could be negatively affected. Further, the loss of a significant number of employees or our inability to hire a sufficient number of qualified employees could have a material adverse effect on our business.
Added
If we are unable to match or exceed the pace of innovation within our industry, our competitive position could be adversely affected. In addition, our hospital, healthcare facility, and physician-group clients may increasingly adopt AI-based systems that automate or significantly streamline functions we have historically provided, such as candidate sourcing, skills matching, and workforce forecasting.
Removed
Operational Risks We are depend ent on the proper functioning of our information systems and applications hosted by our vendors, and our inability to implement new technology systems and infrastructure could cause disruptions to our ability to operate effectively.
Added
If clients use AI tools to build or enhance their own internal staffing capabilities or otherwise reduce reliance on third-party staffing firms, demand for our services could decline. AI may also make it easier for clients to increase the productivity of their permanent staff or shift to alternative labor models, each of which could reduce the need for temporary staffing.
Removed
These systems are subject to certain risks, including technological obsolescence. We continue to evaluate the technology platforms of our businesses.
Added
The concentration of these critical functions outside the United States exposes us to risks inherent in international business operations. Any material disruption affecting our India‑based operations could adversely impact our ability to support customers, process transactions, maintain systems, or manage key business functions.
Removed
If our proprietary systems of SaaS applications fail, are not successfully implemented, or are otherwise unable to function in a manner that properly supports our business operations, or if these systems require significant costs to repair, maintain, or further develop or update, we could experience business interruptions or delays that could materially and adversely affect our business and financial results.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis program includes mandatory and optional activities inclusive of online training, presentations, newsletters, blog posts, and simulation exercises. Use of Third Parties Being cognizant of the complexity and dynamic nature of cybersecurity threats, the Company engages the services of various third-party experts, inclusive of managed security service providers, application and infrastructure cybersecurity assessors, consultants, and advisors.
Biggest changeUse of Third Parties Being cognizant of the complexity and dynamic nature of cybersecurity threats, the Company engages the services of various third-party experts, inclusive of managed security service providers, application and infrastructure cybersecurity assessors, consultants, and advisors. These engagements allow for the supplementing of our internal capabilities with specialized knowledge and expertise in the execution of cybersecurity strategic functions.
This includes security assessments prior to service engagement and ongoing monitoring. Benchmarking The Company understands that the effective management of cybersecurity risks requires continuous assessment and improvement. Security benchmarking is a critical component to assess how well our security investments and processes compare with internal and external standards and objectives. C.
Benchmarking The Company understands that the effective management of cybersecurity risks requires continuous assessment and improvement. Security benchmarking is a critical component to assess how well our security investments and processes compare with internal and external standards and objectives. C.
The cybersecurity function reports directly into the office of the CIO. Notwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on the Company. While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured.
Notwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on the Company. While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See Item 1A. “Risk Factors” for a discussion of cybersecurity risks. 23
Evolving Threats The program utilizes various resources, inclusive of third-party partners, to support an awareness and understanding of evolving cybersecurity threats, allowing the organization to be actively engaged in understanding and staying abreast of risks, and thereby supporting informed decision-making.
This covers Company owned and managed systems and technologies, along with those supplied to the organization by third parties. 22 Evolving Threats The program utilizes various resources, inclusive of third-party partners, to support an awareness and understanding of evolving cybersecurity threats, allowing the organization to be actively engaged in understanding and staying abreast of risks, and thereby supporting informed decision-making.
This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use these tools as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. This covers Company owned and managed systems and technologies, along with those supplied to the organization by third parties.
This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use these tools as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Being cognizant of the importance of protecting personal data and respecting the rights of individuals to have control over their personal information, the organization implements a data privacy program designed to comply with U.S. data privacy regulations and incorporates data privacy into its risk management program. 22 Training and Education Our enterprise-wide awareness and training program is utilized to mitigate risks by educating users on their role in combating security breaches, following good security practices, and maintaining awareness of security risks associated with their actions.
Being cognizant of the importance of protecting personal data and respecting the rights of individuals to have control over their personal information, the organization implements a data privacy program designed to comply with U.S. data privacy regulations and incorporates data privacy into its risk management program.
These engagements allow for the supplementing of our internal capabilities with specialized knowledge and expertise in the execution of cybersecurity strategic functions. Third-Party Risks Given that risks associated with third parties can adversely impact an organization’s overall security and risk posture, the Company implements a third-party risk management program to assess the security posture of third-party service providers.
Third-Party Risks Given that risks associated with third parties can adversely impact an organization’s overall security and risk posture, the Company implements a third-party risk management program to assess the security posture of third-party service providers. This includes security assessments prior to service engagement and ongoing monitoring.
Management’s Role and Expertise Primary responsibility for assessing, monitoring, and managing the Company’s cybersecurity risks rests with the VP of Security, who has over 16 years of dedicated experience in the field of cybersecurity across multiple industries. Their background includes extensive experience in cybersecurity program development, leadership, and risk management, which is instrumental in the execution of our cybersecurity strategies.
Management’s Role and Expertise Primary responsibility for assessing, monitoring, and managing the Company’s cybersecurity risks rests with the VP of Security, who has nearly two decades of dedicated experience in the field of cybersecurity across multiple industries, and a Ph.D. in Information Systems.
Some specific responsibilities include overseeing our governance and compliance, risk management (identification, assessments, and treatment), and security and privacy awareness programs. The Company's CIO possesses a wealth of information technology expertise and has served in various technology leadership roles across multiple industries. They are responsible for all technology systems, services, and solutions.
More broadly, the Company's CIO possesses a wealth of information technology expertise and has served in various technology leadership roles across multiple industries. The office of the CIO is responsible for all technology systems, services, and solutions. The cybersecurity function reports directly into the office of the CIO.
Removed
See Item 1A. “Risk Factors” for a discussion of cybersecurity risks. 23
Added
Training and Education Our enterprise-wide awareness and training program is utilized to mitigate risks by educating users on their role in combating security breaches, following good security practices, and maintaining awareness of security risks associated with their actions. This program includes mandatory and optional activities inclusive of online training, presentations, newsletters, blog posts, and simulation exercises.
Added
Their background includes extensive experience in cybersecurity program development, leadership, and risk management, which is instrumental in the execution of our cybersecurity strategies. Some specific responsibilities include overseeing our governance and compliance, risk management (identification, assessments, and treatment), and security and privacy awareness programs.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2024, our material leased properties are described below: Our corporate headquarters is located in Boca Raton, Florida, with approximately 70,000 square feet of office space under lease through December 2025. Approximately 35,000 square feet is occupied by our corporate executive staff, legal, finance, risk management, internal audit, and information technology teams.
Biggest changeOur new headquarters has approximately 26,000 square feet of office space under lease through December 2026. This space is occupied by our corporate executive staff, legal, finance, risk management, internal audit, and information technology teams.
This space houses certain software development and information technology support, as well as certain finance and shared support services.
This space houses certain software development and information technology support, as well as certain sourcing, finance, and shared support services.
Item 2. Properties. As of December 31, 2024, we actively leased office space in 12 facilities located in 4 states within the United States. We also lease office space in a facility located in Pune, India. See our lease obligations as of December 31, 2024 in Note 9 - Leases to our consolidated financial statements.
Item 2. Properties. As of December 31, 2025, we actively leased office space in 10 facilities located in 4 states within the United States. We also lease office space in a facility located in Pune, India. See our lease obligations as of December 31, 2025 in Note 9 - Leases to our consolidated financial statements.
Our Nurse and Allied executive staff and operations personnel, as well as shared support functions of human resources, payroll and billing, sales, and marketing also occupy this space. The remainder of the space is vacant and available for a sublease. Our facility located in Pune, India has approximately 38,000 square feet of office space under lease through April 2029.
Our Nurse and Allied executive staff and operations personnel, as well as shared support functions of human resources, payroll and billing, sales, and marketing also occupy this space. Our facility located in Pune, India has approximately 38,000 square feet of office space under lease through April 2029.
We continuously evaluate facility needs based on the extent of our service offerings, the rate of customer growth or decline, the geographic distribution of our customer base, changing market conditions, and our long-term goals.
We continuously evaluate facility needs based on the extent of our service offerings, the rate of customer growth or decline, the geographic distribution of our customer base, changing market conditions, and our long-term goals. As of December 31, 2025, our material leased properties are described below: In December 2025, we relocated our corporate headquarters within Boca Raton, Florida.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePeriod Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b) (dollar value in thousands, except per share data) October 1 through October 31 240,108 $ 12.29 240,108 $ 41,115 November 1 through November 30 54,781 $ 11.69 54,781 $ 40,475 December 1 through December 31 — — — $ 40,475 Total 294,889 $ 12.18 294,889 $ 40,475 ________________ (a) Shares were repurchased under the Repurchase Program.
Biggest changePeriod Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b) (dollar value in thousands, except per share data) October 1 through October 31 — $ — — $ 40,475 November 1 through November 30 — $ — — $ 40,475 December 1 through December 31 803,175 $ 8.10 803,175 $ 33,972 Total 803,175 $ — 803,175 $ 33,972 ________________ (a) Shares were repurchased under the Repurchase Program.
On August 16, 2022, our Board of Directors authorized a new stock repurchase program (New Repurchase Program), whereby we could repurchase up to $100.0 million of our shares of common stock, subject to the terms of our current credit agreements.
On August 16, 2022, our Board of Directors authorized a new stock repurchase program (Repurchase Program), whereby we could repurchase up to $100.0 million of our shares of common stock, subject to the terms of our current credit agreements.
On May 1, 2023, our Board of Directors authorized approximately $59.0 million in additional share repurchases to be added to the New Repurchase Program, such that, effective for trades made after May 3, 2023, the aggregate amount available for stock repurchases was set at $100.0 million (Repurchase Program).
On May 1, 2023, our Board of Directors authorized approximately $59.0 million in additional share repurchases to be added to the Repurchase Program, such that, effective for trades made after May 3, 2023, the aggregate amount available for stock repurchases was set at $100.0 million.
In addition to the repurchase of $100.0 million of our shares of common stock under the New Repurchase Program, we were authorized to continue to repurchase any remaining shares available for repurchase under our previous stock repurchase program, which was approved by the Board of Directors on February 28, 2008 (Prior Repurchase Program).
In addition to the repurchase of $100.0 million of our shares of common stock under the Repurchase Program, we were authorized to continue to repurchase any remaining shares available for repurchase under our previous stock repurchase program, which was approved by the Board of Directors on February 28, 2008 (Prior Repurchase Program).
The Repurchase Program was effective immediately and may be discontinued at any time at the Board's discretion. 25 The following table sets forth the number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month in the fourth fiscal quarter ended December 31, 2024.
The Repurchase Program was effective immediately and may be discontinued at any time at the Board's discretion. 25 The following table sets forth the number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month in the fourth fiscal quarter ended December 31, 2025.
In August 2022, we repurchased the remaining shares available for repurchase under the Prior Repurchase Program. Upon completion of the authorized number of shares available for repurchase under the Prior Repurchase Program, we commenced repurchases under the New Repurchase Program during the third quarter of 2022.
In August 2022, we repurchased the remaining shares available for repurchase under the Prior Repurchase Program. Upon completion of the authorized number of shares available for repurchase under the Prior Repurchase Program, we commenced repurchases under the Repurchase Program during the third quarter of 2022.
The graph assumes that the value of the investment in the Company's common stock and in each of the indexes (including reinvestment of dividends) was $100 on December 31, 2019 and tracks it through December 31, 2024. 24 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
The graph assumes that the value of the investment in the Company's common stock and in each of the indexes (including reinvestment of dividends) was $100 on December 31, 2020 and tracks it through December 31, 2025. 24 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
As of February 18, 2025, there were 136 stockholders of record of our common stock. In addition, there were 14,046 b eneficial owners of our common stock held by brokers or other institutions on behalf of stockholders. We have never paid or declared cash dividends on our common stock.
A s of February 17, 2026, there were 124 stockholders of record of our common stock. In addition, there were 13,568 beneficial owners of our co mmon stock held by brokers or other institutions on behalf of stockholders. We have never paid or declared cash dividends on our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, 2024 2023 Revenue from services 100.0 % 100.0 % Direct operating expenses 79.6 77.7 Selling, general and administrative expenses 17.4 14.9 Credit loss expense 1.6 0.7 Depreciation and amortization 1.4 0.9 Acquisition and integration-related costs 0.3 — Restructuring costs 0.3 0.1 Legal and other losses 0.5 0.1 Impairment charges 0.2 — (Loss) income from operations (1.3) 5.6 Interest expense 0.2 0.4 Loss on early extinguishment of debt — 0.1 Interest income (0.2) — Other (income) expense, net (0.1) — (Loss) income before income taxes (1.2) 5.1 Income tax (benefit) expense (0.1) 1.5 Net (loss) income attributable to common stockholders (1.1) % 3.6 % 28 Comparison of Results for the Year Ended December 31, 2024 and the Year Ended December 31, 2023 Year Ended December 31, Increase (Decrease) Increase (Decrease) 2024 2023 $ % (Amounts in thousands) Revenue from services $ 1,344,004 $ 2,019,728 $ (675,724) (33.5) % Direct operating expenses 1,069,752 1,569,318 (499,566) (31.8) % Selling, general and administrative expenses 233,377 300,332 (66,955) (22.3) % Credit loss expense 21,432 14,562 6,870 47.2 % Depreciation and amortization 18,200 18,347 (147) (0.8) % Acquisition and integration-related costs 4,219 59 4,160 NM Restructuring costs 4,333 2,553 1,780 69.7 % Legal and other losses 6,668 1,125 5,543 492.7 % Impairment charges 2,888 719 2,169 301.7 % (Loss) income from operations (16,865) 112,713 (129,578) (115.0) % Interest expense 2,188 8,094 (5,906) (73.0) % Loss on early extinguishment of debt — 1,723 (1,723) (100.0) % Interest income (2,050) (83) (1,967) NM Other (income) expense, net (605) 85 (690) (811.8) % (Loss) income before income taxes (16,398) 102,894 (119,292) (115.9) % Income tax (benefit) expense (1,842) 30,263 (32,105) (106.1) % Net (loss) income attributable to common stockholders $ (14,556) $ 72,631 $ (87,187) (120.0) % NM - Not meaningful Revenue from services Revenue from services decreased $0.7 billion, or 33.5%, to $1.3 billion for the year ended December 31, 2024, as compared to $2.0 billion for the year ended December 31, 2023, due to volume and bill rate declines in the Nurse and Allied Staffing segment, partially offset by an increase in both volume and avera ge bill rates in the Physician Staffing segment.
Biggest changeYear Ended December 31, 2025 2024 Revenue from services 100.0 % 100.0 % Direct operating expenses 79.7 79.6 Selling, general and administrative expenses 19.0 17.4 Credit loss (credit) expense — 1.6 Depreciation and amortization 1.6 1.4 Acquisition and integration-related (income) costs (0.3) 0.3 Restructuring costs 0.3 0.3 Legal and other losses 0.3 0.5 Impairment charges 7.4 0.2 Loss from operations (8.0) (1.3) Interest expense 0.2 0.2 Interest income (0.3) (0.2) Other expense (income), net — (0.1) Loss before income taxes (7.9) (1.2) Income tax expense (benefit) 1.1 (0.1) Net loss attributable to common stockholders (9.0) % (1.1) % 28 Comparison of Results for the Year Ended December 31, 2025 and the Year Ended December 31, 2024 Year Ended December 31, Increase (Decrease) Increase (Decrease) 2025 2024 $ % (Amounts in thousands) Revenue from services $ 1,054,293 $ 1,344,004 $ (289,711) (21.6) % Direct operating expenses 840,722 1,069,752 (229,030) (21.4) % Selling, general and administrative expenses 200,680 233,377 (32,697) (14.0) % Credit loss (credit) expense (441) 21,432 (21,873) (102.1) % Depreciation and amortization 16,794 18,200 (1,406) (7.7) % Acquisition and integration-related (income) costs (3,394) 4,219 (7,613) (180.4) % Restructuring costs 3,746 4,333 (587) (13.5) % Legal and other losses 2,749 6,668 (3,919) (58.8) % Impairment charges 77,851 2,888 74,963 NM Loss from operations (84,414) (16,865) (67,549) (400.5) % Interest expense 2,216 2,188 28 1.3 % Interest income (3,129) (2,050) (1,079) (52.6) % Other expense (income), net 9 (605) 614 101.5 % Loss before income taxes (83,510) (16,398) (67,112) (409.3) % Income tax expense (benefit) 11,342 (1,842) 13,184 715.7 % Net loss attributable to common stockholders $ (94,852) $ (14,556) $ (80,296) (551.6) % NM - Not meaningful Revenue from services Revenue from services decreased $0.2 billion, or 21.6%, to $1.1 billion for the year ended December 31, 2025, as compared to $1.3 billion for the year ended December 31, 2024, primarily due to volume declines in the Nurse and Allied Staffing and Physician Staffing segments.
By utilizing the solutions that we offer, customers are able to better plan their personnel needs, optimize their talent acquisition and 26 management processes, strategically flex and balance their workforce, have access to quality healthcare personnel, and provide continuity of care for improved patient outcomes.
By utilizing the solutions that we offer, customers are able to better plan their personnel needs, 26 optimize their talent acquisition and management processes, strategically flex and balance their workforce, have access to quality healthcare personnel, and provide continuity of care for improved patient outcomes.
Revenue per day filled is calculated by dividing revenue as reported by days filled for the period presented. 27 Results of Operations The following table summarizes, for the periods indicated, selected consolidated statements of operations and comprehensive (loss) income data expressed as a percentage of revenue. Our historical results of operations are not necessarily indicative of future operating results.
Revenue per day filled is calculated by dividing revenue as reported by days filled for the period presented. Results of Operations The following table summarizes, for the periods indicated, selected consolidated statements of operations and comprehensive (loss) income data expressed as a percentage of revenue. Our historical results of operations are not necessarily indicative of future operating results.
Income taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and other loss carryforwards.
Income taxes Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and other loss carryforwards.
Corporate overhead 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.
Corporate overhead Corporate overhead includes unallocated executive leadership and other centralized corporate functional support costs such as finance, IT, legal, and human resources, as well as public company expenses and corporate-wide projects.
We evaluate our estimates on an on-going basis, including those related to asset impairment, accruals for self-insurance, allowance for doubtful accounts and sales allowances, taxes and other contingencies, and litigation. We state our accounting policies in the notes to the audited consolidated financial statements for the year ended December 31, 2024.
We evaluate our estimates on an on-going basis, including those related to asset impairment, accruals for self-insurance, allowance for doubtful accounts and sales allowances, taxes and other contingencies, and litigation. We state our accounting policies in the notes to the audited consolidated financial statements for the year ended December 31, 2025.
In the third quarter of 2023, we entered into a new Rule 10b5-1 Repurchase Plan to allow for share repurchases during the Company's blackout periods, beginning on January 2, 2024 and effective through November 7, 2024.
In the third quarter of 2023, we entered into a Rule 10b5-1 Repurchase Plan to allow for share repurchases during the Company's blackout periods, beginning on January 2, 2024 and effective through 32 November 7, 2024.
At December 31, 2024 and December 31, 2023, our estimate of amounts that had been worked but had not been billed totaled $60.4 million and $89.9 million , respectively, and are included in accounts receivable in the consolidated balance sheets. 35 Other Services Revenue We offer other services to our customers that are transferred over time including: MSPs providing agency services (as further described below in Gross Versus Net Policies), 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 our consolidated revenue for the years ended December 31, 2024. 2023, and 2022.
At December 31, 2025 and December 31, 2024, our estimate of amounts that had been worked but had not been billed totaled $48.3 million and $60.4 million , respectively, and are included in accounts receivable in the consolidated balance sheets. 35 Other Services Revenue We offer other services to our customers that are transferred over time including: MSPs providing agency services (as further described below in Gross Versus Net Policies), 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 our consolidated revenue for the years ended December 31, 2025, 2024, and 2023.
As of December 31, 2024, and 2023, we had $12.8 million and $12.6 million accrued for case reserves and for incurred but not reported workers’ compensation claims, net of insurance receivables, respectively. The accrual for workers’ compensation is based on an actuarial model which is prepared or reviewed by an independent actuary semi-annually.
As of December 31, 2025 and 2024, we had $12.0 million and $12.8 million accrued for case reserves and for incurred but not reported workers’ compensation claims, net of insurance receivables, respectively. The accrual for workers’ compensation is based on an actuarial model which is prepared or reviewed by an independent actuary semi-annually.
See Note 5 - 34 Goodwill, Trade Names, and Other Intangible Assets, where impairment testing in 2024, 2023, and 2022 is more fully described.
See Note 5 - 34 Goodwill, Trade Names, and Other Intangible Assets, where impairment testing in 2025, 2024, and 2023 is more fully described.
As of December 31, 2024 and 2023, our total allowances were $9.3 million and $20.5 million, respectively. Contingent liabilities We are subject to various litigation, claims, investigations, and other proceedings that arise in the ordinary course of our business. These matters primarily relate to employee-related matters that include individual and collective claims, professional liability, tax, and payroll practices.
As of December 31, 2025 and 2024, our total allowances were $9.1 million and $9.3 million, respectively. Contingent liabilities We are subject to various litigation, claims, investigations, and other proceedings that arise in the ordinary course of our business. These matters primarily relate to employee-related matters that include individual and collective claims, professional liability, tax, and payroll practices.
Healthcare insurance accruals have fluctuated with increases or decreases in the average number of corporate employees and healthcare professionals on assignment as well as actual company experience and increases in national healthcare costs. As of December 31, 2024 and 2023, we had $4.8 million and $6.6 million accrued, respectively, for incurred but not reported health insurance claims.
Healthcare insurance accruals have fluctuated with increases or decreases in the average number of corporate employees and healthcare professionals on assignment as well as actual company experience and increases in national healthcare costs. As of December 31, 2025 and 2024, we had $3.0 million and $4.8 million accrued, respectively, for incurred but not reported health insurance claims.
Consolidated Financial Statements and the accompanying notes and other data, all of which appear elsewhere in this Annual Report on Form 10-K. Management's Discussion and Analysis (MD&A) below generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Consolidated Financial Statements and the accompanying notes and other data, all of which appear elsewhere in this Annual Report on Form 10-K. Management's Discussion and Analysis (MD&A) below generally discusses 2025 and 2024 and provides year-to-year comparisons between 2025 and 2024.
As of December 31, 2024, and 2023, we had $7.1 million and $3.1 million accrued, respectively, for case reserves and for incurred but not reported professional liability claims, net of insurance receivables. The accrual for professional liability is based on actuarial models which are prepared by an independent actuary semi-annually.
As of December 31, 2025, and 2024, we had $8.6 million and $7.1 million accrued, respectively, for case reserves and for incurred but not reported professional liability claims, net of insurance receivables. The accrual for professional liability is based on actuarial models which are prepared by an independent actuary semi-annually.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 23, 2024 and such information is incorporated herein by reference.
Discussions of 2023 and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 5, 2025 and such information is incorporated herein by reference.
The Company's two reportable segments, Nurse and Allied Staffing and Physician Staffing, represented approximately 85% and 15%, respectively, of total revenue for the year ended December 31, 2024. See further discussion of these segments in Item 1. Business in this Annual Report on Form 10-K.
The Company's two reportable segments, Nurse and Allied Staffing and Physician Staffing, represented approximately 82% and 18%, respectively, of total revenue for the year ended December 31, 2025. See further discussion of these segments in Item 1. Business in this Annual Report on Form 10-K.
Contribution income for the year ended December 31, 2024 increased $5.5 million, or 56.8%, to $15.3 million, as compared to $9.8 million for the year ended December 31, 2023. As a percentage of segment revenue, contribution income was 7.7% for the year ended December 31, 2024 and 5.5% for the year ended December 31, 2023.
Contribution income for the year ended December 31, 2025 increased $0.9 million, or 5.8%, to $16.2 million, as compared to $15.3 million for the year ended December 31, 2024. As a percentage of segment revenue, contribution income was 8.5% for the year ended December 31, 2025 and 7.7% for the year ended December 31, 2024.
Our workforce solutions include MSPs, VMS, in-home care services, education health services, RPO, project management, and other outsourcing and consultative services as described in Item 1. Business in this Annual Report on Form 10-K.
Our workforce solutions include MSPs, VMS, caregiver services to PACE programs (home-based staffing), education health services, RPO, project management, and other outsourcing and consultative services as described in Item 1. Business in this Annual Report on Form 10-K.
For the years ended December 31, 2024 and 2023, the unrecognized tax benefit is included in uncertain tax positions - non-current in the consolidated balance sheets. As of December 31, 2024, total unrecognized tax benefits recorded was $10.1 m illion.
For the years ended December 31, 2025 and 2024, the unrecognized tax benefit is included in uncertain tax positions - non-current in the consolidated balance sheets. As of December 31, 2025, total unrecognized tax benefits recorded was $10.4 million.
In addition, we monitor cash flow, as well as operating and leverage ratios, to help us assess our liquidity needs. Business Segment Business Measurement Nurse and Allied Staffing FTEs represent the average number of Nurse and Allied Staffing contract personnel on a full-time equivalent basis.
Some of the segment financial results analyzed include revenue, operating expenses, and contribution income. In addition, we monitor cash flow, as well as operating and leverage ratios, to help us assess our liquidity needs. 27 Business Segment Business Measurement Nurse and Allied Staffing FTEs represent the average number of Nurse and Allied Staffing contract personnel on a full-time equivalent basis.
As of December 31, 2024, the interest rate spreads and fees under the ABL were based on SOFR plus 1.85% for the revolving portion of the borrowing base. The Base Rate margin would have been 0.75% for the revolving portion.
As of December 31, 2025, the interest rate spreads and fees under the ABL were based on SOFR plus 2.10% for the revolving portion of the borrowing base. The Base Rate margin would have been 1.00% for the revolving portion.
Interest income Interest income of $2.1 million for the year ended December 31, 2024 related to higher average cash on hand with higher available interest rates during the year.
Interest income Interest income of $3.1 million for the year ended December 31, 2025 related t o higher average cash on hand deposited in interest bearing accounts during the year. Interest income of $2.1 million for the year ended December 31, 2024 related to higher average cash on hand with slightly higher available interest rates during the year.
Non-cash impairment charges totaled $0.7 million for the year ended December 31, 2023 and related to the write-off of an abandoned IT project and real estate restructuring activities. See Note 5 - Goodwill, Trade Names, and Other Intangible Assets and Note 9 - Leases to our consolidated financial statements.
Non-cash impairment charges totaled $2.9 million for the year ended December 31, 2024, related primarily to real estate restructuring activities. See Note 5 - Goodwill, Trade Names, and Other Intangible Assets and Note 9 - Leases to our consolidated financial statements.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. As of December 31, 2024, we have deferred tax assets related to certain federal, state, and foreign NOL carryforwards of $6.6 m illion.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. As of December 31, 2025, we had deferred tax assets related to federal and certain state net operating loss carryforwards of $9.5 million.
Cash Flow Comparisons Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net cash provided by operating activities decreased $128.4 million to $120.1 million for the year ended December 31, 2024, as compared to $248.5 million for the year ended December 31, 2023.
Cash Flow Comparisons Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Net cash provided by operating activities decreased $71.8 million to $48.3 million for the year ended December 31, 2025, as compared to $120.1 million for the year ended December 31, 2024.
Net cash used in investing activities for the year ended December 31, 2024 was $8.7 million, as compared to $13.8 million for the year ended December 31, 2023, primarily for capital expenditures in both years, and a small acquisition in the prior year.
Net cash used in investing activities for the year ended December 31, 2025 was $8.2 million, as compared to $8.7 million for the year ended December 31, 2024, primarily for capital expenditures related to IT projects in both years .
See Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements. Legal and other losses During the year ended December 31, 2024, the Company recorded legal and other losses of $6.7 million, which included the settlement of several class action lawsuits, as well as costs related to an unrecoverable asset.
During the year ended December 31, 2024, the Company recorded legal and other losses of $6.7 million, which included the settlement of a class action lawsuit, as well as costs related to an unrecoverable asset.
As a percentage of consolidated revenue, corporate overhead was 5.1% for the year ended December 31, 2024, and 3.5% for the year ended December 31, 2023. Liquidity and Capital Resources At December 31, 2024, we reported $81.6 million in cash and cash equivalents, with no borrowings drawn under the ABL.
As a percentage of consolidated revenue, corporate overhead was 5.8% for the year ended December 31, 2025 and 5.1% for the year ended December 31, 2024. Liquidity and Capital Resources At December 31, 2025, we reported $108.7 million in cash and cash equivalents, which is adequate to meet our short-term and long-term operations, with no borrowings drawn under the ABL.
Segment Results Information on operating segments and a reconciliation to (loss) income from operations for the periods indicated are as follows: Year Ended December 31, 2024 2023 (amounts in thousands) Revenues from services: Nurse and Allied Staffing $ 1,145,419 $ 1,841,428 Physician Staffing 198,585 178,300 $ 1,344,004 $ 2,019,728 Contribution income: Nurse and Allied Staffing $ 72,601 $ 196,777 Physician Staffing 15,349 9,788 87,950 206,565 Corporate overhead 68,507 71,049 Depreciation and amortization 18,200 18,347 Restructuring costs 4,333 2,553 Legal and other losses 6,668 1,125 Impairment charges 2,888 719 Acquisition and integration-related costs 4,219 59 (Loss) income from operations $ (16,865) $ 112,713 See Note 17 - Segment Data to our consolidated financial statements.
Segment Results Information on operating segments and a reconciliation to loss from operations for the periods indicated are as follows: Year Ended December 31, 2025 2024 (amounts in thousands) Revenues from services: Nurse and Allied Staffing $ 862,784 $ 1,145,419 Physician Staffing 191,509 198,585 $ 1,054,293 $ 1,344,004 Contribution income: Nurse and Allied Staffing $ 57,913 $ 72,601 Physician Staffing 16,236 15,349 74,149 87,950 Corporate overhead 60,817 68,507 Depreciation and amortization 16,794 18,200 Restructuring costs 3,746 4,333 Legal and other losses 2,749 6,668 Impairment charges 77,851 2,888 Acquisition and integration-related (income) costs (3,394) 4,219 Loss from operations $ (84,414) $ (16,865) See Note 17 - Segment Data to our consolidated financial statements.
As a percentage of segment revenue, contribution income margin decreased to 6.3% for the year ended December 31, 2024, as compared to 10.7% for the year ended December 31, 2023.
Contribution income for the year ended December 31, 2025 decreased $14.7 million, or 20.2%, to $57.9 million, as compared to $72.6 million for the year ended December 31, 2024. As a percentage of segment revenue, contribution income margin increased to 6.7% for the year ended December 31, 2025, as compared to 6.3% for the year ended December 31, 2024.
Interest income was an immaterial amount for the year ended December 31, 2023. 30 I ncome tax (benefit) expense Income tax benefit totaled $1.8 million for the year ended December 31, 2024, as compared to income tax expense of $30.3 million for the year ended December 31, 2023.
There were no such adjustments for the year ended December 31, 2025. 30 I ncome tax expense (benefit) Income tax expense totaled $11.3 million for the year ended December 31, 2025, as compared to income tax benefit of $1.8 million for the year ended December 31, 2024.
We currently operate in only one country that adopted the Pillar Two rules, but should meet the safe harbor rules. We do not expect the adoption of the Pillar Two rules by any jurisdiction in which we currently operate to have a material impact on our financial statements. Seasonality See Item 1. Business.
We do not expect the adoption of the Pillar Two rules by any jurisdiction in which we currently operate to have a material impact on our financial statements.
During the fourth quarter of 2022, we entered into a Rule 10b5-1 Repurchase Plan to allow for share repurchases during blackout periods, effective through November 2, 2023.
In the fourth quarter of 2025, we entered into a new Rule 10b5-1 Repurchase Plan to allow for share repurchases during the Company's blackout periods, beginning on December 16, 2025 and effective through November 4, 2026.
As a percentage of total revenue, selling, general and administrative expenses increased to 17.4% for the year ended December 31, 2024, as compared to 14.9% for the year ended December 31, 2023. 29 Credit Loss Expense Credit loss expense for the year ended December 31, 2024 was $21.4 million, as compared to $14.6 million for the year ended December 31, 2023.
As a percentage of total revenue, selling, general and administrative expenses increased to 19.0% for the year ended December 31, 2025, as compared to 17.4% for the year ended December 31, 2024 . 29 Credit loss (credit) expense Credit loss credit for the year ended December 31, 2025 was $0.4 million, due to collection of aged receivables, as compared to credit loss expense of $21.4 million for the year ended December 31, 2024, driven by a bankruptcy filing by a single MSP customer.
As of December 31, 2024 and 2023, we had an immaterial amount of valuation allowances on our deferred tax assets. We are subject to income taxes in the U.S. and certain foreign jurisdictions. Significant judgment is required in determining our consolidated provision for income taxes and recording the related deferred tax assets and liabilities.
See Note 13 - Income Taxes to our consolidated financial statements. We are subject to income taxes in the U.S. and certain foreign jurisdictions. Significant judgment is required in determining our consolidated provision for income taxes and recording the related deferred tax assets and liabilities.
As of December 31, 2024, there were no borrowings drawn under the ABL, and borrowing base availability under the ABL was $146.9 million, with $132.0 million of availability net of $14.9 million of letters of credit. See Note 8 - Debt to our consolidated financial statements. On December 3, 2024, Cross Country entered into the Merger Agreement with Aya Healthcare.
As of December 31, 2025 , there were no borrowings drawn under the ABL, and borrowing base availability under the ABL was $114.6 million , with $96.3 million of availability net of $18.3 million of letters of credit. See Note 8 - Debt to our consolidated financial statements.
See Note 8 - Debt to our consolidated financial statements. Critical Accounting Policies and Estimates We have identified the following critical accounting policies that affect the more significant judgments and estimates used in the preparation of our consolidated financial statements.
Critical Accounting Policies and Estimates We have identified the following critical accounting policies that affect the more significant judgments and estimates used in the preparation of our consolidated financial statements. The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S.
During the year ended December 31, 2024, we repurchased and retired a total of 2,401,924 shares of common stock for $36.8 million, at an average price of $15.31 per share. During the year ended December 31, 2023, we repurchased and retired a total of 2,343,583 shares of common stock for $57.6 million, at an average price of $24.58 per share.
During the year ended December 31, 2025, we repurchased and retired a total of 803,175 shares of common stock for $6.5 million, at an average price of $8.10 per share.
Corporate overhead decreased to $68.5 million for the year ended December 31, 2024, from $71.0 million for the year ended December 31, 2023, primarily due to decreases in compensation and benefit expense, and professional fees, partially offset by increases in insurance and workers' compensation.
Corporate overhead decreased to $60.8 million for the year ended December 31, 2025, from $68.5 million for the year ended December 31, 2024, primarily due to decreases in compensation and benefit expense, software and hardware expense, and professional fees, partially offset by an increase of $6.0 million in severance costs related to the CEO transition.
Inflation We do not believe that inflation had a significant impact on our results of operations for the periods presented. On an ongoing basis, we seek to ensure that billing rates reflect increases in costs due to inflation. In addition, we attempt to minimize any residual impact on our operating results by controlling operating costs.
Tax years 2012 through 2025 remain open to examination by certain taxing jurisdictions. Seasonality See Item 1. Business. 37 Inflation We do not believe that inflation had a significant impact on our results of operations for the periods presented. On an ongoing basis, we seek to ensure that billing rates reflect increases in costs due to inflation.
Depreciation and amortization expense Depreciation and amortization expense for the year ended December 31, 2024 was $18.2 million as compared to $18.3 million for the year ended December 31, 2023. As a percentage of revenue, depreciation and amortization expense was 1.4% for the year ended December 31, 2024 and 0.9% for the year ended December 31, 2023.
As a percentage of revenue, depreciation and amortization expense was relatively flat at 1.6% for the year ended December 31, 2025 and 1.4% for the year ended December 31, 2024.
Nonetheless, the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year.
Nonetheless, the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year. Effective January 1, 2024, many jurisdictions implemented the Pillar Two rules issued by the Organization for Economic Co-operation and Development.
As a percentage of revenue, credit loss expense was 1.6% for the year ended December 31, 2024, as compared to 0.7% for the year ended December 31, 2023. See Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements.
See Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements. Depreciation and amortization expense Depreciation and amortization expense for the year ended December 31, 2025 was $16.8 million as compared to $18.2 million for the year ended December 31, 2024.
The average number of FTEs on contract during the year ended December 31, 2024 decreased 24.2% from the year ended December 31, 2023, primarily due to declines in the number of professionals on travel or per diem assignments . The average revenue per FTE per day decreased 18.2%, due to the decrease in the average bill rates.
The average number of FTEs on contract during the year ended December 31, 2025 decreased 17.3% from the year ended December 31, 2024, primarily due to declines in headcount . The average revenue per FTE per day decreased 8.5%.
Total days filled increased 5.8%, to 97,888 for the year ended December 31, 2024, as compared to 92,504 for the year ended December 31, 2023. Revenue per day filled was $2,029 for the year ended December 31, 2024 and $1,927 for the year ended December 31, 2023, due to price increase s and a favorable mix in business.
Total days filled decreased 14.0% to 84,213 for the year ended December 31, 2025, as compared to 97,888 for the year ended December 31, 2024. Revenue per day filled was $2,274 for the year ended December 31, 2025 and $2,029 for the year ended December 31, 2024, due to price increase s.
Effective January 1, 2024, many jurisdictions implemented the Pillar Two rules issued by the Organization for Economic Co-operation and Development. In general, large multinational entity groups with consolidated revenue in excess of EUR 750 in at least two of the preceding four years could be subject to the new rules in jurisdictions with an effective tax rate below fifteen percent.
In general, large multinational entity groups with consolidated revenue in excess of 750 EUR in at least two of the preceding four years could be subject to the new rules in jurisdictions with an effective tax rate below fifteen percent. We currently operate in only one country that adopted the Pillar Two rules, but should meet the safe harbor rules.
Due to the timing of our business process and other factors, certain of these operating metrics may not necessarily correlate to the reported U.S. GAAP results for the periods presented. Some of the segment financial results analyzed include revenue, operating expenses, and contribution income.
These operating metrics are representative of trends that assist management in evaluating business performance. Due to the timing of our business process and other factors, certain of these operating metrics may not necessarily correlate to the reported U.S. GAAP (as defined below) results for the periods presented.
Acquisition and integration-related costs Acquisition and integration-related costs relate primarily to fees associated with the pending Aya Merger. See Note 1 - Organization and Basis of Presentation to our consolidated financial statements.
Acquisition and integration-related costs of $4.2 million for the year ended December 31, 2024 related primarily to fees associated with the Aya Merger. See Note 1 - Organization and Basis of Presentation to our consolidated financial statements. Restructuring costs Restructuring costs of $3.7 million for the year ended December 31, 2025 were primarily comprised of employee termination costs.
Restructuring costs Restructuring costs of $4.3 million for the year ended December 31, 2024 were primarily comprised of employee termination costs, ongoing lease exit costs, and immaterial software license costs. Restructuring costs of $2.6 million for the year ended December 31, 2023 were primarily comprised of employee termination costs, partially offset by an immaterial lease-related benefit.
Restructuring costs of $4.3 million for the year ended December 31, 2024 were primarily comprised of employee termination costs, ongoing lease exit costs, and software license costs. See Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements.
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect our reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities.
GAAP) requires us to make estimates and judgments that affect our reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities.
Direct operating expenses decreased $0.5 billion, or 31.8%, to $1.1 billion for the year ended December 31, 2024, as compared to $1.6 billion for the year ended December 31, 2023, as a result of revenue decreas es and the tightening of bill/pay spreads.
Direct operating expenses decreased $0.3 billion, or 21.4%, to $0.8 billion for the year ended December 31, 2025, as compared to $1.1 billion for the year ended December 31, 2024, as a result of revenue decreas es. As a percentage of total revenue, direct operating expenses were relatively flat at 79.7%, as compared to 79.6% in the prior year.
Effective January 1, 2023, related revenue contracts with customers are accounted for as if we had originated the contracts. The acquired contract assets and contract liabilities are recognized and measured consistent with how they were recognized and measured in the acquiree's financial statements.
The acquired contract assets and contract liabilities are recognized and measured consistent with how they were recognized and measured in the acquiree's financial statements.
In the third quarter of 2022, the Board of Directors authorized the New Repurchase Program, whereby we could repurchase up to $100.0 million shares of our common stock. Upon completion of the authorized number of shares available for repurchase under the Prior Repurchase Program, we commenced repurchases under the New Repurchase Program during the third quarter of 2022.
Upon completion of the authorized number of shares available for repurchase under the previous repurchase program, we commenced repurchases under the Repurchase Program during the third quarter of 2022.
During the year ended December 31, 2023, we reported net repayments of $150.7 million on debt, and used cash to pay $4.9 million for income taxes on share-based compensation, $57.6 million for share repurchases, $7.5 million for contingent consideration, and an immaterial amount for other financing activities.
Net cash used in financing activities during the year ended December 31, 2025 was $13.0 million, as compared to $46.8 million during the year ended December 31, 2024. During the year ended December 31, 2025, we used cash to pay $1.8 million for income taxes on share-based compensation, $6.8 million for share repurchases, and $4.4 million for contingent consideration.
Certain statistical data for our business segments for the periods indicated are as follows: Year Ended December 31, Percent 2024 2023 Change Change Nurse and Allied Staffing statistical data: FTEs 8,205 10,831 (2,626) (24.2) % Average Nurse and Allied Staffing revenue per FTE per day $ 378 $ 462 $ (84) (18.2) % Physician Staffing statistical data: Days filled 97,888 92,504 5,384 5.8 % Revenue per day filled $ 2,029 $ 1,927 $ 102 5.3 % See definition of Business Measurements under the Operating Metrics section of the MD&A. 31 Segment Comparison - Year Ended December 31, 2024 and Year Ended December 31, 2023 Nurse and Allied Staffing Revenue decreased $0.7 billion, or 37.8%, to $1.1 billion for the year ended December 31, 2024, as compared to $1.8 billion for the year ended December 31, 2023, driven primarily by a 24.2% decline in professionals on assignment and, to a lesser extent, an 18.2% normalization in bill rates , as many customers seek to reduce their spend on contingent labor and the market continues to show signs of nearing an inflection.
Certain statistical data for our business segments for the periods indicated are as follows: Year Ended December 31, Percent 2025 2024 Change Change Nurse and Allied Staffing statistical data: FTEs 6,784 8,205 (1,421) (17.3) % Average Nurse and Allied Staffing revenue per FTE per day $ 346 $ 378 $ (32) (8.5) % Physician Staffing statistical data: Days filled 84,213 97,888 (13,675) (14.0) % Revenue per day filled $ 2,274 $ 2,029 $ 245 12.1 % See definition of Business Measurements under the Operating Metrics section of the MD&A. 31 Segment Comparison - Year Ended December 31, 2025 and Year Ended December 31, 2024 Nurse and Allied Staffing Revenue decreased $282.6 million, or 24.7%, to $862.8 million for the year ended December 31, 2025, as compared to $1.1 billion for the year ended December 31, 2024, driven primarily by a decline in billable hours in travel and local, partly offset by year-over-year revenue growth of 28.0% in home-based staffing.
The increase was driven by a bankruptcy filing by a single MSP customer. There was no significant impact on operations from this MSP client as the majority of the business had been wound down in the prior year.
There was no significant impact on operations from this MSP client as the majority of the business had been wound down in the prior year. As a percentage of revenue, credit loss credit was 0.0% for the year ended December 31, 2025 and credit loss expense was 1.6% for the year ended December 31, 2024.
In the second quarter of 2023, the Board of Directors authorized the replenishment of the amount available for stock 32 repurchases under the New Repurchase Program back to $100 million, effective for trades made after May 3, 2023 (Repurchase Program).
On May 1, 2023, the Board of Directors authorized approximately $59.0 million in additional share repurchases to be added to the Repurchase Program, such that, effective for trades made after May 3, 2023, the aggregate amount available for stock repurchases was set at $100.0 million.
Selling, general and administrative expenses Selling, general and administrative expenses decreased $66.9 million, or 22.3%, to $233.4 million for the year ended December 31, 2024, as compared to $300.3 million for the year ended December 31, 2023, primarily due to decreases in compensation and benefit expense, as well as marketing, consulting, and computer hardware and software expense.
Selling, general and administrative expenses Selling, general and administrative expenses decreased $32.7 million, or 14.0%, to $200.7 million for the year ended December 31, 2025, as compared to $233.4 million for the year ended December 31, 2024, primarily due to decreases in compensation and benefit expense as a result of lower headcount, as well as marketing and consulting expense, partially offset by an increase in severance costs related to the CEO transition.
Physician Staffing Revenue increased $20.3 million, or 11.4%, to $198.6 million for the year ended December 31, 2024, as compared to $178.3 million for the year ended December 31, 2023, primarily due to a 5.8% increase in billable days.
Physician Staffing Revenue decreased $7.1 million, or 3.6%, to $191.5 million for the year ended December 31, 2025, as compared to $198.6 million for the year ended December 31, 2024, primarily due to volume declines in certain specialties partially offset by a slight increase in revenue per day filled.
Other operating metrics include number of open orders, candidate applications, contract bookings, length of assignment, bill and pay rates, renewal and fill rates, number of active searches, and number of placements. These operating metrics are representative of trends that assist management in evaluating business performance.
Key operating metrics include hours worked, days filled, number of contract personnel on an FTE basis, revenue per FTE, and revenue per day filled. Other operating metrics include number of open orders, candidate applications, contract bookings, length of assignment, bill and pay rates, renewal and fill rates, number of active searches, and number of placements.
This includes commitments, both short-term and long-term, of interest expense on our debt and operating lease commitments, and future principal payments on the ABL. We expect to meet our future needs from a combination of cash on hand, operating cash flows, and funds available through the ABL. See debt discussion which follows.
We expect to meet our future needs from a combination of cash on hand, operating cash flows, and funds available through the ABL. See debt discussion which follows. In the third quarter of 2022, the Board of Directors authorized the Repurchase Program, whereby we could repurchase up to $100.0 million shares of our common stock.
Borrowing base availability under the ABL was $146.9 million as of December 31, 2024, with no borrowings drawn and $132.0 million of availability net of $14.9 million of letters of credit. For the three months ended December 31, 2024, the excess availability did not fall below the stated threshold and, as a result, there was no covenant compliance period.
For the three months ended December 31, 2025, the excess availability did not fall below the stated threshold and, as a result, there was no covenant compliance period. See Note 8 - Debt to our consolidated financial statements.
As of December 31, 2024, we had $40.5 million remaining for share repurchase under the Repurchase Program, subject to certain conditions in the Loan Agreement (as defined below).
During the year ended December 31, 2024 , we repurchased and retired a total of 2,401,924 shares of common stock for $36.8 million, at an average price of $15.31 per share. As of December 31, 2025 , we had $34.0 million remaining for share repurchase under the Repurchase Program, subject to certain conditions in the Loan Agreement (as defined below).
As of December 31, 2024, we did not have any off-balance sheet arrangements. Operating cash flow constitutes our primary source of liquidity and, historically, has been sufficient to fund working capital, capital expenditures, internal business expansion, and debt service.
Operating cash flow constitutes our primary source of liquidity and, historically, has been sufficient to fund working capital, capital expenditures, internal business expansion, and debt service. This includes commitments, both short-term and long-term, of interest expense on our debt and operating lease commitments, and future principal payments on the ABL.
The determination of the value of such intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements. Historically, for intangible assets purchased in a business combination, the estimated fair values of the assets received were used to establish their recorded values.
The determination of the value of such intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements. Contract assets and contract liabilities acquired in a business combination are recognized in accordance with Revenue from Contracts with Customers Topic 606. Related revenue contracts with customers are accounted for as if we had originated the contracts.
Working capital decreased by $46.2 million to $214.6 million as of December 31, 2024, as compared to $260.8 million as of December 31, 2023, primarily due to a decrease in net receivables and the timing of disbursements. As of December 31, 2024, our days' sales outstanding, net of amounts owed to subcontractors, was 55 days, down 11 days year-over-year.
Working capital increased by $1.2 million to $215.8 million as of December 31, 2025, as compared to $214.6 million as of December 31, 2024. As of December 31, 2025, our days' sales outstandin g, net of amounts owed to subcontractors, was 58 days, up 3 days year-over-year. As of December 31, 2025, we did not have any off-balance sheet arrangements.
Net loss attributable to common stockholders for the year ended December 31, 2024 was $14.6 million, as compared to net income of $72.6 million for the year ended December 31, 2023. For the year ended December 31, 2024, cash and cash equivalents totaled $81.6 million, up from $17.1 million in the prior year.
Ne t loss attributable to common stockholders for the year ended December 31, 2025 was $94.9 million, as compared to net loss of $14.6 million for the year ended December 31, 2024. During the fourth quarter of 2025, the Company recorded a non-cash goodwill impairment charge of $77.9 million related to its Nurse and Allied and Physician Staffing segments.
For the year ended December 31, 2023, the Company incurred legal settlement charges of $1.1 million related to the settlement of a wage and hour class action lawsuit and associated legal fees.
Legal and other losses During the year ended December 31, 2025, the Company recorded $2.7 million in legal fees and settlement charges related to various cases and claims.
During the year, we repurchased shares under our authorized repurchase plan through November 7, 2024, the termination date of our Rule 10b5-1 repurchase plan. Cash flow provided by operating activities for the year ended December 31, 2024 was $120.1 million.
T he Company also entered into a new Rule 10b5-1 Repurchase Plan to allow for share repurchases during the Company's blackout periods, beginning on December 16, 2025 and effective through November 4, 2026. Cash flow provided by operating activities for the year ended December 31, 2025 was $48.3 million .
Removed
Summary of Operations For the year ended December 31, 2024, consolidated revenue declined 33.5% year-over-year to $1.3 billion, as travel nurse and allied has seen a decline in both billable days and average bill rates.
Added
Summary of Operations and Recent Updates For the year ended December 31, 2025 , consolidated revenue decreased 21.6% year-over-year to $1.1 billion , primarily due to volume declines in the Nurse and Allied Staffing and Physician Staffing segments. These declines were partly offset by continued growth in home-based staffing, which was up 28.0% over the prior year.
Removed
These declines were partly offset by continued growth in Homecare Staffing, which was up 12.4% year-over-year, as well as growth in the Physician Staffing segment, which was up 11.4% over the prior year.
Added
The impairment assessment and related charge was primarily triggered by the fourth quarter decline in the Company's equity market capitalization. As a result of the cumulative losses, primarily triggered by the significant impairment charge, the Company recorded an additional valuation allowance of $29.6 million in the fourth quarter of 2025 on its deferred tax assets.
Removed
In Homecare Staffing, the average number of full-time equivalents (FTEs) on contract during the year increased 13.4%, and in the Physician Staffing segment the number of days filled increased across several specialties.
Added
During the fourth quarter of 2025, the Company recorded executive transition severance costs of $6.0 million related to the former Chief Executive Officer's separation from the Company in December 2025. The costs include $3.1 million of equity compensation, pursuant to the former Chief Executive Officer’s employment agreement and the corresponding general release executed on December 31, 2025.
Removed
The completion of the Aya Merger was expected in the first half of 2025. On February 20, 2025, the Company and Aya each received a request for additional information from the U.S. Federal Trade Commission in connection with their review of the transactions contemplated by the Merger Agreement.
Added
For the year ended December 31, 2025 , cash and cash equivalents totaled $108.7 million . D uring the fourth quarter, the Company repurchased 803,175 shares under its authorized Repurchase Program.
Removed
The Company now expects that the Aya Merger will close in the second half of 2025, subject to the satisfaction of other customary closing conditions, including regulatory approvals. The Aya Merger was approved by the Company's stockholders at a special meeting held on February 28, 2025.
Added
As previously disclosed, on December 3, 2024, the Company entered into a Merger Agreement with Aya Healthcare, Inc. After market close on December 3, 2025, the Company received a notice of termination of the Aya Merger Agreement, effective December 4, 2025.
Removed
Upon completion of the Aya Merger, it is expected that Cross Country will become a private company and its common stock will no longer trade on Nasdaq. See Note 1 - Organization and Basis of Presentation to our consolidated financial statements. See Results of Operations, Segment Results, and Liquidity and Capital Resources sections that follow for further information.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeOur Term Loan Agreement, entered into on June 8, 2021, was repaid and terminated on June 30, 2023. 37 A 1% change in interest rates would have resulted in interest expense fluctuating an immaterial amount for the years ended December 31, 2024 and 2023, respectively. See Note 8 - Debt to our consolidated financial statements.
Biggest changeOur Term Loan Agreement, entered into on June 8, 2021, was repaid and terminated on June 30, 2023. A 1% change in interest rates would have resulted in interest expense fluctuating an immaterial amount for the years ended December 31, 2025 and 2024, respectively. See Note 8 - Debt to our consolidated financial statements.
Foreign Currency Risk We have minor exposure to the impact of foreign currency fluctuations. Approximately 3% of selling, general and administrative expenses are related to certain software development and information technology support, as well as certain finance and shared support services, provided by our employees in Pune, India.
Foreign Currency Risk We have minor exposure to the impact of foreign currency fluctuations. Approximately 5% of selling, general and administrative expenses are related to certain software development and information technology support, as well as certain finance and shared support services, provided by our employees in Pune, India.

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