Good morning, ladies and gentlemen. And welcome to the Cross Country Healthcare Conference Call for the Second Quarter of 2015. This call is being recorded simultaneously webcast live. A replay of this call will also be available until August 20, 2015 and can be accessed either on the company's website or by dialing (800) 395-7443 for domestic calls and (203) 369-3271 for international calls, and by entering the passcode 2015. I will now turn the call over to Bill Burns, Cross Country Healthcare’s Chief Financial Officer. Please go ahead, sir.

Good morning, everyone and thank you for joining us. With me today is our Chief Executive Officer, Bill Grubbs. This call will include a discussion of second quarter results for 2015 as disclosed in our press release and will also include a discussion of our financial outlook for the third quarter of 2015. After our prepared remarks, you will have an opportunity to ask questions. I’d like to remind everyone that the press release is also available on our website at www.crosscountryhealthcare.com. Before we begin, we need to remind you that certain statements made on this call may constitute forward-looking statements. As noted in our press release, forward-looking statements can vary materially from actual results and are subject to known and unknown risks, uncertainties and other factors, including those contained in the company’s 2014 annual report on Form 10-K and quarterly reports on Form 10-Q, as well as in other filings with the SEC. I would encourage all of you to review the risk factors listed in these documents. The company undertakes no obligation to update any of its forward-looking statements. Also, comments during this teleconference reference non-GAAP financial measures such as adjusted EBITDA or adjusted earnings per share. Such non-GAAP financial measures are provided as additional information and should not be considered substitutes for or superior to financial measures calculated in accordance with U.S. GAAP. More information related to these non-GAAP financial measures is contained in our press release. In order to facilitate a better understanding of underlying trends of business, we will refer to pro forma information on this call, giving effect to acquisitions as though they were included in the prior period results. With that, I will now turn the call over to our CEO, Bill Grubbs.

Thank you, Bill, and thank you to everyone for joining us this morning. Well we've a lot going on here at Cross Country Healthcare. Besides delivering a very strong quarter, we reduced our interest expense, signed an agreement to divest a non-core business and made significant progress in our cost optimization efforts. Before getting into the results for the quarter, I'll provide a short overview of our debt refinancing and Bill Burns will discuss this later in the call. We've transformed the company over the past two years and it is in a much better place today, which has resulted in significant improvement in our financial performance. Cross Country Healthcare's adjusted EBITDA has improved from $4 million in 2012 to $8 million in 2013, $17 million in 2014 and our last 12 months have produced $27 million of adjusted EBITDA. Because of this improved performance, we were able to negotiate an amendment with our second lean lender with should save us over $500,000 per year in cash interest cost based on our current leverage ratio. Let me next discuss the sale of our Cross Country education business, which we expect to close during the third quarter. Although this is a good business and has improved its performance this year, it was never really core to our strategy. We're a workflow solutions, staffing and recruiting company and as such, we were not making the investments at the education business needed. I am happy that we found a good home for the team with an organization that can help them grow and flourish. We will utilize the proceeds from the divestiture to pay down debt and for potential acquisitions that should be accretive to the company. Now let's turn to our second quarter performance. We had a very strong quarter and I…

Thanks Bill. We're very pleased with our second quarter and year-to-date performance as well as the progress on many keen issues like the divesture of a non-core business reducing the cost our debt and realizing additional cost saving through our cost optimization project. I'll go into more detail on those initiatives a little later in the call. So let me first review the consolidated results for the quarter. Total revenue for the quarter was $192.6 million up 57% from the prior year and 4% sequentially. On a pro forma basis, total revenue for the quarter was up 4% from the prior year. Year-over-year and sequential increases were driven by continued robust demand in our largest segment Nurse and Allied Staffing as well as strong results in our other Human Capital Management Services segment led entirely by our search business. Gross profit margin for the quarter was 25.1% down 130 basis points from the prior year and 20 basis points sequentially. The year-over-year decline was partly attributable to the impact of the MSN acquisition. However, for the second quarter wages rose faster than our bill rates, contributing to both the year-over-year and sequential declines. As Bill mentioned, we have several initiatives underway to better align bill rates with increasing wages. Moving down the income statement, SG&A for the quarter was $40.9 million, up 40% on a year-over-year basis and down 1% sequentially. The year-over-year increase was attributable to the impact of the MSN acquisition. As a percent of revenue, SG&A was 21.2% down nearly 260 basis points year-over-year and 90 basis points sequentially. During the second quarter, we continued to manage our overall cost to improve the operating leverage in our business. Adjusted EBITDA was $8.2 million representing a 4.25% margin, which was slightly above our expected range. We remain on…

Thank you, speakers. We will now begin the question-and-answer session [Operator Instructions] Our first question is from A.J. Rice of UBS. Your line is now open.

Hi everybody. Thanks for the question. First off let me just ask about the education business, so you're saying that is included in the guidance for the third quarter. Can you give us some flavor for the what the revenues of that business are? I know you gave a surprise that you're going to close each, but revenue so you can think about I don't know how that will impact you going forward?

Sure, hi A.J., this is Bill, revenue for that business is about little less that $6 million per quarter. So that $5.9 million the divestiture is expected to have a negative impact on the gross profit margin by about 70 basis points and minimal impact on the adjusted EBITDA margin because it was essentially a breakeven business for the first half.

Okay. And you said, you’re not going to put that in discontinued, you're going to maintain that in the consolidated results…

Bill will explain, they recently enacted some new accounting guidance on the treatment of disc-ops and unfortunately it doesn’t look like it will qualify for disc-ops treatment because it's not significant enough to the business.

Okay, then switching gears in the Nursing business, obviously you say you now have a fairly significant per DM side, can you give us some sense about travel versus per DM or is there other trends similar or is there any divergence there?

That’s a good question. We -- branch operations are actually doing very well. They do kind of go hand in hand. We actually had a little bit better performance on the pricing in the pre DM because it's kind of done on our case by case basis. And we actually had bill pay expansion in our brand operations and little bit higher bill rate increase overall, but generally the trends are moving in the same direction. Hours were up about 6% year-over-year in the quarter. It's kind of hand on hand I think with the travel business.

Okay, All right and then just to flush out that issue on bill pays a little more, so its sounds like the bill rates in the nursing side are up about 1% year-over-year. What was the rate of increase in nurse compensation, if that's the right way to think about it.

Yeah it is, but I’m going to get a taste slight of it but bill rates were in Nurse and Allied overall were up about 1.7% down from the 2.2% we had, you can look at the revenue per day. You got to look at the actual bill rates. So we didn’t put that in the press release, but 1.7%. Travel and nursing was up 2.3%. We think those are very low compared to what the market is driving on a pay rates side. So basically that was an $0.83 increase in our Nurse and Allied bill rate and we gave an extra $1.23 in pay to the Nurse and Allied healthcare professionals. So we basically went back with by about $0.40 an hour overall.

Okay. And you said that you're moving to correct that as you progress in the third quarter. How quick do you think you can normalize that? Will that normalize in the third quarter or you really got to wait till the fourth quarter or even longer?

Yes it's interesting and as we went through the end of last year, we got a lot of skepticism from our clients whether the high demand was sustainable or not and then whether a lot of people will come into the Affordable Care Act or not and then as we got into the beginning of this year, we got some pushback because people wanted to take a wait and see attitude on Supreme Court decision and whether that was going to change demand or not. And maybe we just didn’t do a good enough job. We didn’t get out at it fast enough, but it is just taking longer than we anticipated and we've had some pushback at our bigger customers. But we have made some progress and I think we're starting to realize that the market has changed and is probably at a new level that's probably going to continue for a while. We're starting to see some of that in July already. I don’t think we'll get the full effect of it in Q3, but I think we'll get some effect in Q3 and probably more in Q4. So we just get at it too late and didn’t negotiate it fast enough.

And just one last aspect of that then I'll let someone else go, but your decision to not push more aggressively on the bill rates, is that just trying to maintain good relationship with the clients or is that in response to something you're seeing competitively that gave you pause that if you didn’t take that fast, you would potentially be in trouble?

No, it wasn’t about competitive pressure at all. It was more just about negotiations with those particular customers. I've been involved in couple of the conversations with customers and it's just taking some of our customers to get their head around to changes in the marketplace. But it wasn’t competitive pressure at all. We haven’t lost any customers and we don’t anticipate to lose any too through price negotiations. We have pretty good relationship with our customers and that seems to continue on. We just have not gotten to the point where we think the market probably should be moving yet.

Okay. All right. Thanks a lot.

Thank you. Our next question is from Jeff Silber of BMO. Your line is now open.

Hi. Good morning. It's Henry Chien calling in for Jeff. I just wanted to clarify that the numbers you gave, the 1.7% in the travel nurse 2.3% is that the bill rate of the wage rate?

That's the bill rate increase on a year-over-year basis.

Year-over-year basis. Got it. Okay. Would be able to share the wage rate increases for those two?

It's weird because of the wage percentage versus the bill rate percentage kind of gets wacky, but the bill rate was up a little over 4%. Sorry the pay rate, sorry.

Pay rate, okay. Got it. Okay. And just turning back to the education business, the $5.9 million quarterly run rate, is that assumed for the third quarter and is that -- does that represent any year-over-year growth?

That is the Q2 run rate. There is not large sequential growth expected in that business in the third quarter. So it wouldn't be materially different from that number.

We've just left the date of the MSN acquisition and we're hoping not to do pro forma numbers anymore and my goal was to compass discontinued ops, but unfortunately the rules have changed and we're not going to be able to do that. We will show pro forma numbers going forward without the education business and so you can see what it looks it. It depends on when it closes, but we're most likely to have at least probably two months of the quarter in this quarter. So we're going to have to tell you what it looks like without it.

We didn't want to predict in the guidance the exact timing of the divestitures. So it was cleaner to leave it in and we think if we get the question then we would be able to tell you what -- how to size that.

Got it. Okay. Thanks so much.

Thank you. Our next question is from Tobey Sommer with SunTrust. Your line is now open.

Thanks. In the physician business, how do you feel like you are pricing in the market and kind of getting some -- getting good pieces in place so that you can start to build some sustainable momentum of growth? Thanks.

Yes we've talked in the -- about in the first quarter that we had a 20% drop in volume and I think a 12% increase in price year-over-year. That kind reduced to about 10%, 11% price increase on a year-over-year in the second quarter. I think we're okay there on the price side of it. We're seeing some stability in the revenue side of it and we're seeing increased activity in submittals and interviews and all that. As I mentioned, we came out of the quarter with a bit better performance in June and July looks even better than June did. So we're seeing the stability we expected, but I think we're okay on the price side of it. We may balance it a little bit against volume and see if we can manage that a little bit better, but I think we're on the right track.

Okay. And I that may have the bill rates a little bit, did you say the overall bill rate was up 1.7% for Nurse and Allied and that travel was up 2.2%?

2.3% yes.

2.3%, for DM is up a little bit less than that.

No allied was down a little bit that's mostly mix, allied is up variety of skill sets, but branch operations, which is mostly per DM was up 3.3%.

Curious if you think you're bill rate growth you started the conversations a little bit late or so forth and therefore you're lagging the market a bit, did you see a corresponding kind of increase in your fill rates that may have offset that because if the market is moving up a little bit higher than seemingly your bill rates will be more competitive.

Yes, but it doesn’t work that way because especially at our MSPs we have those jobs to fill regardless, but actually I am encouraged by this and this looks like a kind of positive spin on a negative, but I’m not. Honestly it’s a mess. We should have got some pay rates for the market, say that we should have been able to align our bill rates more with pay rate increases and we didn’t. So we're never going to get back what we didn’t get in Q2. But what I am encouraged by is I don't believe that as we get approval for these rate increases, I don’t think it will change our volume at all. So if were growing Nurse and Allied at 6% or 7% and we can increase our price from that 1.7% to may be 4% or 5%, we’re getting -- we bumping up on double-digit year-over-year growth. So I’m encouraged that we actually have an opportunity here to maintain our volume growth and lay on top of that some price increases and we'll be in pretty good shape.

Okay. Thanks and then what's the outlook for EMR work in the second half of this year and maybe even the '16 if you have that kind of visibility and could you remind us on how the comps proceed for the back half of the year, so we can get a senses for what the net effect may be from that small piece of the business?

Yeah, so it was in '14 the quarters looked like this. First quarter we had about $13 million of EMR. Second quarter we had about $9 million EMR. Third quarter we had about $5 million of EMR and the fourth quarter was $2 million to $2.5 million something like that. So this year we came in at about $2.5 million in the first quarter about $3 million in the second quarter. We'll probably be up a little bit in the third quarter. So the comp between what we'll do and what the negative fund that previously will be less in this quarter. And we have a two or three that are ramping up already. We just want another one this week. Actually that will be a fourth quarter EMR project. So we'll probably exceed the EMR rate in the fourth quarter that we had a $2.5 million last year. We don’t give out exact numbers but it's -- we were $3 million in the second quarter. I’m guessing it will be little bit higher in the third and fourth quarter.

Okay. And from a balance sheet perspective and lapping the MSN acquisition, how do you feel about your appetite to continue to add scale to the businesses that you’re in, thanks?

We've done a good job with acquisitions. The Board looks at it, did we get a good price for it? Did we integrate it well and did it perform well ongoing and I think we've ticked the box in all three of those areas for both of the acquisitions we made. So I believe we have the right team and processes in places to be able to do acquisitions well. We are looking at things. We think there will be more consolidation in the marketplace. We did the last two acquisitions really to kind of make sure we were positioned correctly in the market. So they were strategic from a go-to-market standpoint. I think now we're kind of looking at would we beef up, local tenants, would we beef up our Allied, those would be beneficial. We're looking for other growth engines that could help us going forward on a strategic basis. So we are looking at those and we will see what happens. I am not going to do a deal that doesn’t make sense and both strategically and financially. So we're looking at what's in the market and we'll see how it goes in the next few quarters.

Thanks for your help.

Thank you. Our next question is from Randy Reece of Avondale Partners. Your line is now open.

Good morning. I was wondering if you could maybe give us some little explanation of the difference between your same customer growth rate like your comparisons on how much revenue you're getting from the customers that you had last year and the change in your customer count on a year-over-year basis and how those are trending over the past few quarters?

So I don’t think I have that other than from my MSPs. I don’t have it generally for kind of same customer versus new customers. I don’t have.

I don’t have the specific data on same client sales, but to your point on the MSPs, sequentially there was growth in the year-over-year and sequentially there was growth in the MSP business. We haven't lost any of the major MSPs. So I think it's an apples to apples comparison.

How much is MSP revenue as a percentage of the segments now?

For the second quarter of '15, it's 31% of our Nurse and Allied business and its 25% of our overall business.

I was just -- with my original question I was just trying to get a feel for how much -- how different your growth rate looked on a same client basis? Whether you were getting more significant volume increases per customer?

The MSPs were up double-digits year-over-year. I'll give you what the percent is. So last -- second quarter of last year, MSPs were 29% of our Nurse and Allied and now they're 31% and they were 22% of our overall business and now they're 25%. So we have seen an uptick in at least our MSP business and some of that is new wins along with existing customers, but we do look at existing customers and how they grow year-over-year. I just don't have that available right now.

Okay. The discussion about gross margin how to pass it on, we've talked about this quite a bit over the last year or so. You've been implementing processes to improve your visibility of the mark-ups that are happening in the field and your control over them and could you update us on where you stand? How you feel about your -- how much progress you've made there and getting control over that and maybe if this quarter was a step in that process?

Yes, we didn't -- we didn't get the price increase because we didn't have visibility. It was more about execution and getting at it fast enough, but you're right, we've made some investments in better reporting. I have dashboards on the business that I can see, not real time, but certainly daily changes in what our billings are and our rates are. We've implemented new metrics for all our businesses on productivity and activity as well as the financial metrics that we see both from our physician staffing as well as our Nurse and Allied. So we do have better visibility than we've ever had and to what's going on in the business, but that's just kind of running in parallel with all the other changes we're making in the business. It wasn’t really a factor in whether we got our bill rates were aligned with the pay rate changes or not, that was more of a as I said -- we just didn't get at them fast enough.

Very good. Thank you.

Thank you. At this time speakers, there are no further questions on queue.

Okay. Great. Well, thanks everyone for joining us this morning and we look forward to updating you with our third quarter results in November. Thank you.