Good morning, ladies and gentlemen. And welcome to the Cross Country Healthcare Conference Call for the Third Quarter of 2015. This call is being simultaneously broadcast live via webcast. A replay of this call will also be available [Technical Difficulty] and can be accessed either on the company's website or by dialing 800-395-7443 for domestic calls or 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.

Thank you, and good morning, everyone. With me today is Bill Grubbs, our Chief Executive Officer and Dennis Ducham, President of our newly acquired Mediscan business. This call will include a discussion of third quarter results for 2015 as disclosed in our press release and will also include a discussion of our financial outlook for the fourth quarter of 2015. After our prepared remarks, you will have the 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 US GAAP. More information related to these non-GAAP financial measures is contained in our press release. In order to facilitate a better understanding of the underlying trends, we will refer to pro forma information on this call, giving effect to acquisitions and divestitures as though the transactions had occurred at the start of the periods impacted. As a remainder, we divested our education and seminar business during the third quarter and as such, reported results include two months of the divested business. This business will not be treated as a discontinued operation due to recent changes in accounting standards and therefore, will continue to be reflected in the prior period reported results. With that, I will now turn the call over to our CEO, Bill Grubbs.

Great, thank you, Bill, and thank you everyone for joining us this morning and welcome to Dennis. I’m going to start the call in a slightly different way than previous quarters. There are some questions that I anticipate will be asked, so I thought I would address them upfront. Certainly these are the things I would want to know if I was on the other end of the call. First of all, are there any significant one-off or exceptional items that contributed to revenue, gross profit or adjusted EBITDA this quarter? The answer is no. We had the normal puts and takes associated with a quarter close, but they offset each other for the most part. Secondly, what were the main contributing factors to this quarter's results? This quarter just happen to have a number of the initiatives we previously identified come together all at once. We had slightly higher revenue than we had guided to and that was a contributor. The pricing increases that we did not see in the first and second quarter, but we stated we would start to see in the third and fourth quarter came in earlier than anticipated and had a higher rate than what we guided to. Physician Staffing stabilized its revenues somewhat and expanded its gross profit margin resulting in a higher contribution. And lastly, the cost optimization program that we announced at the end of the first quarter targeting an annual run rate of $4 million to $5 million in savings that we stated would be completed before the end of the third quarter ended up being completed sooner than expected and we achieved higher savings than originally targeted. Basically we executed extremely well on all of our initiatives. And the last question I would want to know, is this the…

Thanks, Bill. As Bill mentioned, we are very pleased with our performance this quarter across multiple fronts. All of our core businesses performed in line or better than we anticipated. We saw pricing come back supporting margin expansion, we successfully completed the cost optimization effort announced at the end of the first quarter and we completed the sale of an non-core business. I’ll touch on some of these in more detail a little later in the call. But before turning to the results for the quarter, I wanted to spend a few minutes on the Mediscan acquisition that we completed late last week. As we shared in the press release, we acquired the Mediscan business for a total price purchase price of $33 million comprised of $28 million in cash and $5 million in shares of the Company's common stock. Additionally, the sellers have a potential earnout of $7 million based on performance for 2016 and 2017. Mediscan business employs approximately 1,300 healthcare professionals per year across more than 70 specialties at more than 300 clients. Revenue for all of 2015 is projected to be approximately $40 million with the gross profit margin of 24% and EBIDA margin of 10%. We financed the cash portion of the purchase price predominantly using available cash and through borrowings under our ABL. Given the relatively small amount barred under the ABL, we don't expect that this will result and change our interest rate under the subordinated term debt. We expect this deal will be approximately $0.01 accretive for the fourth quarter as we recorded most of the deal related expenses in the third quarter and $0.06 to $0.07 accretive in 2016. Going forward, we anticipate that most of the Mediscan business will be included on Nurse and Allied segment and a small percentage…

[Operator Instructions] The first question is from the line of A.J. Rice from UBS. Please go ahead, your line is now open.

Thanks, hello everybody. In the prepared remarks, you mention that there is particular strength of the nursing side in the branch networks. I'm assuming that's the per DM side. Can you just comment on any disparity between per DM and travel, is one particularly noticeably stronger than the other, maybe a little bit of the dynamics there?

I’ll try to give you a big picture, Bill may have a little bit more detail. But we’ve kind of internally stopped calling it per DM because we call it our branch based nursing because we're seeing a lot more contract business in the branches, where we’re getting 8, 10, 12 week assignments. So it’s not as typical per DM as you’ve historically seen whereas one shift or three days, and so on and so forth. But generally it’s our branches and what we have historically called per DM did very well. Our branch businesses grew I thing 9% year-over- year, so we're seeing that strategy of having a bigger footprint and targeting some of the non-active care healthcare facilities, ambulatory and outpatient facilities is paying off for us. SO we’re very pleased with that overall that our branch businesses are doing very well.

I guess since you guys last reported there has been some independent update in some of the groups that follow the industry and project what the underlying revenue growth trend and they seem to suggest that maybe we are seeing something that is sort of in the mid-teens this year, and maybe even high teens growth. Can you give us your perspective, I know you're still making a lot of investments and that's why we're seeing the improvement in margin, but how do you guys rationalize what sounds like faster top-line in overall history versus what you're showing and when would you assume that you would be more like the industry overall?

That's a good question and obviously one of the factors that drags down our overall growth is the still underperformance of our physician staffing business. Although we're seeing improvements there it's still obviously driving our overall growth down. There's a couple of things on our Nurse and Allied that are a little bit of a drag on growth as well. First of all, we’re up against a very tough comp last year, we had 12% year-over-year growth in our Nurse and Allied in the third quarter of last year and so there is a little bit of tough comp that we’re up against. We also had two other factors. One is, we still have a little bit of drag from our EMR projects, we had about $2 million difference in what we did last year in the EMR versus what we did this year in EMR. And we have about $1 million of other businesses that we had acquired from MSN that were in the third quarter of last year that we really we're not strategic for us and we’ve kind of let them run off somewhat since then. One of them has actually gone altogether, it was a clinical trials business and the other one has reduced quite a bit, so that will be another million. So it's about a $3 million swing on nurse and allied, which really would have probably given us a couple of hundred basis points of growth. We think that 7% or 8% year-over-year growth number is probably where we expect to be based on our turnaround program and our growth from the third quarter last year. So there are a few things that are going on in our business, but generally, I'm okay with where we are from a growth perspective in the nurse and allied side.

Okay. And then my last question would be just to maybe get you to flush out a little bit more with the Mediscan opportunity, it looks like -- how do you size that market, maybe any thoughts on the competitive landscape and your perception of how that will grow either organically or inorganically as part of your overall portfolio?

Yeah Well, I'm going to turn it over -- we have Dennis Ducham here, who was the CEO of Mediscan, he will be the President of Mediscan in our organization here and he can give you a little bit of color as to the market and the industry certainly from an organic standpoint. We like this business. We like diversifying into some non-clinical uses of healthcare and so that's a big driver for us. So potentially we might look at other acquisitions, but from an organic standpoint and a market perspective, let me turn it over to Dennis.

Thank you, Bill. In terms of the long-term potential or even short-term outlook for the business, if you look at the special education sector, there hasn't been a lot of analysis done yet on the staffing component of it, because it's an emerging market, but as we look at it, we look at a couple of different characteristics. One is that it’s a mandated area, which is what the individual disability act, which was put in place in 1974, and there has been several amendments that create more stickiness to the legislation. It’s mandated with schools that kids with disability have to be provided free and appropriate education. So with that, in our opinion, it's not a cyclical market. At the same time, if you look at the US Department of Education, about 77 billion is being spent on special education right now and we've seen a dramatic increase of what, a portion of the overall school budgets are being spent on special education, it’s tracking right around 15% 16% right now. Almost 14% of children in our school system needs special education services and autism over the last seven years has grown at 125%. So while we don't have a lot of specific tracking in terms of the staffing industry, we think with the mandates and the demographics, this is a tremendous emerging market that we can continue to see the double-digit growth that we've had over the last four years.

Yes. And A.J. as we looked around in the market and certainly we had conversations, we did as much research, we hired a consultant to educate us on the marketplace before we closed on the acquisition, it seems that it's a very fragmented staffing marketplace. So we think there is a great opportunity to take some market share here and be a leader in this segment of the market.

Okay, great. Thanks a lot.

Thank you. The next question is from Tobey Sommer from SunTrust. Please go ahead.

Thank you. A question for you about what you are hearing from hospitals about admission trends and if there's slowing growth, what there can remind you about demand over time for your services? Thank you.

Yes. It's interesting. We obviously saw the public results of HCA and Community Health, and then a tenant came up afterwards. I was a little bit surprised. Although HCA did have growth in their patient volumes, it had slowed a little bit from the growth they had seen in previous quarters, and I think Community Health showed a little bit of decline in some of their patient growth. We’re not seeing that at most of our other customers. We’re still seeing an increase in the census at the acute care hospitals and a significant increase in the ambulatory and outpatient visits for most of our customers. So generally, we’re not seeing that, and certainly it hasn't affected demand for us. Our demand for nurse and allied in particular, is still at an all-time historic high and has been for the past 15 or 16 months. So it's certainly, if it is a trend in the market place, it's certainly not affecting demand at this point and we don't expect it to, especially with another 6 million potential people coming into health care in 2016.

Okay, thanks. In terms of your pricing, are you getting any pushback from hospital customers that are kind of, I don't know, unwilling to accept those kind of price increases or not understanding what's going on in the labor market?

We always get a lot of pushback from our customers who are priced, they have pressures on trying to save money, they have issues with lower reimbursement costs and payer mixes and so on and so forth, patient mixes and so on and so forth. But in the end, the labor market – contingent labor market is what it is and we do think, we had a 5% increase in our travel nursing year-over-year this quarter and 4% in our branch-based nursing and we think that's probably what the market bears at this point, maybe even a little bit higher than that, going forward. So what we're doing is with our workforce solutions is we're trying to find other ways to help our customers to save money. So that's part of our recruitment process outsourcing is to try to help them build up their internal core teams to be a little bit less dependent on contingent labor, more importantly, to reduce their own internal premium labor by having to not pay as much over time and double time and so on and so forth. We also do have our predictive analytics where we’re trying to help them to manage how they manage the scheduling of their existing employees and we have this optimal workforce solutions where we can outsource some of their non-core or paraprofessional skill sets. So, our goal at this point is there is not a lot we can do to save the money on the contingent labor side, and yes, we are getting some pushback, but in the end, if they want to get the people by the bench side, they're just going to have to pay market rates and we're trying to find other ways to provide them savings.

Thank you. That's helpful. You had mentioned that a couple of items impacted the optics of growth in the quarter, EMR, et cetera. What would growth have been kind of absent those impacts that won’t exist going forward?

As I look at it Tobey, this is Bill Burns, for the nurse and allied business, it would've been about high single digits like 9% growth, if you were to take out the impact of the headwinds from the EMRs and from the businesses in the branch that we have wound down.

Okay, thank you. And how would pro forma organic growth, what would it look like in the guidance since you had the acquisition there and the divestitures, want to make sure I'm thinking about that the right way?

Yes. So the acquisition is in for two months and if you just kind of do a ratable purchase at 40 million that we expect for revenue for the year, you can kind of get close to the impact we have coming in, largely on the numbers we have given, it replaces the education business, it's about the same level as what's coming away from education for the whole quarter to what we are gaining back for the Mediscan business for the two months.

The number you see there is about the number would be on a pro forma basis.

Okay. And then my last question, the mix that you saw in allied, was that just some lower margin specialties seeing higher demand?

Not lower margin, just lower bill rates. And that's because our branch-based business grew at 90% year-over-year and the branch-based business obviously doesn't have the travel premium built into it and it’s different kind of skillsets, it’s dental technicians and pharmacists and other roles that aren’t necessarily the same bill rates as we see in the travel side of the business. So, I try to just take that out because the mix of business is changing significantly as we grow our branch-based business, that's a good thing, the margins -- the gross profit margins have been pretty strong in our branch-based business. So I'm not worried about that mix changing the overall pricing. So we’ve tried to look at it, what’s the underlying pricing in both the travel nursing and per diem nursing, had prices in line with about what we expected after we got back on track again after kind of missing the boat in the first and second quarter.

Thank you. If I could sneak one more in Bill, should we really be watching your strategic moves in terms of acquisitions et cetera, in part of focus to buy businesses that can be leveraged and expanded throughout the branch network going forward?

That's part of it, yes. I think that there is a couple of things, when I go on the road shows and I ask about acquisition, I think there is a lot of industries that spend a lot of money on healthcare that are outside of the acute-care and ambulatory facilities, insurance companies and educational facilities and so this is one way for us to diversify outside of the kind of clinical customer base and I think that's a good thing for us, because we believe it's less cyclical and it does lend itself for expansion, utilizing the infrastructure that we have in place today. That's not the only criteria, but you’re right, that is part of the criteria when we look at acquisitions.

Thank you very much.

Thank you. The next question is from Randy Reece at Avondale Partners. Please go ahead.

Good morning. I wanted to get an understanding of the seasonality, the quarterly seasonality, the revenue from Mediscan. I would think that it looks a lot different than the rest of your business?

Yes. Randy, this is Bill Burns and Dennis, please feel free to fill in if I miss anything, but typically, about half of the business is in the education space. So there is a seasonality component -- half of the business of Mediscan is in the education space and so probably the third quarter tends to be their seasonally weakest quarter as the professionals are not providing services during that quarter.

Basically, what you do is you see the same cyclicality issue with the school system, which is they go out for summer break. So, beginning in the middle of August, depending on the area of the country on when the schools start, that's when the ramp up is for the new school year, and generally it begins to wind down in the middle of June.

And then you probably get a little break during the holidays.

We get a little break during the holidays. Again, it follows the same cycle that a school would. Now, we do begin to see because of special education, we are seeing more and more summer needs because children with special needs often times still need to continue to be supported over the summer time.

So, how much below 25% of annual revenue is in the third quarter?

Well, I think the question is the mathematics, how it is trending down. So if I were doing it, let's say, $40 million, half of it is in the education space, that's recognized predominantly over 10 month periods, so you're losing two months in the third quarter of revenue, so it's probably about $3 million to $4 million impact in the third quarter.

But just for the 20 million of the education business or whatever it grows this year, the other 20 million is regular healthcare staffing.

All right, very good. Thank you.

Thank you. The next question is from Bill Sutherland at EG Equities. Please go ahead.

Thanks, Good morning. Bill Grubbs, I'm wondering about the couple of initiatives you had in place and given the acceleration of the margin in the quarter, may be they are far there long. And I was thinking, one is retiring low-margin business, another is the negotiations – the protracted negotiations on the MSP bill rates, maybe they got accelerated. And then I guess there was some pressure on the travel nurse pay bill rate that was an issue prior to this quarter.

Yeah, we didn't set out to guide overly conservative. We had started to see acceptance of some of the pricing changes we had requested in the second quarter, they just didn't show up in our numbers in the second quarter. And so we were a little worried that as these 13-week assignments get renewed and it changed out and pricing gets implemented, the new pricing gets implemented, that it might take a little bit longer through the third quarter than we had anticipated. It actually came together a lot faster. So the customers are paying attention, they’re seeing that trends in the marketplace and we have good -- great relationships obviously with our MSPs. So the hesitancy on having a higher guidance was more about the timing of when those prices would come in, not whether we get them or not. And it’s just – they just came in a little bit faster than we had anticipated. So it’s worked out very well. And we had talked about probably with you and others as well about how much we keep and how much we give to the nurse, where you can tell our gross profit margin went up, so we’re obviously keeping a decent portion of it. But in essence of the bill rate increases we had for this quarter in Nurse and Allied, we kept about half of it and we gave about half of it to the nurse.

Okay that's helpful. And then in locum, it sounds like the reorg of the sales group or the territories is largely in place and leading to productivity?

Yeah, we have a new leader of our account management, the customer-facing people and we have a new leader for our recruiting, the fulfillment people. I was up there last week and now that we're seeing some stability, what we’ve actually looked at is, we're actually understaffed on the recruiting side. So we're adding 10 to 20 more recruiters on the recruiting side that we believe is where the shortfall is today. I think the activity looks good, the operation seems to be running well, we seem to have the right management team in place. I was pleased with my visit up there last week. I think now it's about investing to get us back to growth. And then we have a new hire class next week and I think we have somewhere between 8 and 10 people starting on that, we’ll have another probably 5 or 10 that we’ll hire after that. So I think right now we're kind of in the, okay, we've seen things starting to work, now we need to invest to get back to growth next year.

Great. And then on your line of sight chart to the 8% adjusted EBITDA margin, when you go through the five categories where you get the uplift, which ones going forward are going to – is where you're going to get the most lift at this point? Thanks.

I think – by the way, we're going through the analysis now of how much sooner we think we might be able to get to that 8% down in fourth quarter of 2017. You would assume since we were at 6.3% this quarter, well above the 5% we had set for the fourth quarter that we would have a path to it. But we're going through that analysis now, what levers we need to pull and what will drive that. But generally I think it will be revenue growth and pricing that will probably be there. There is a little bit more cost optimization or efficiencies to be built into the business, which is some of the technology investments that we had talked a little bit earlier. So probably those are the three things. So efficiencies on cost from the technology, volume and prices, probably going to get us there.

That's right. And the volume and price, as we've seen will play-off one another. If volume doesn’t come in as expected, we typically will see a comeback in price. So the model we had originally built assumed a two-third volume, one-third price. We could see that be as much as half and half as we saw in this quarter, which was 50% price, 50% volume.

Okay, thanks guys.

Thank you. The next question is from Matt Blazei from Lake Street Capital Markets. Please go ahead.

Hey, guys. Most of my questions have been answered. But I had a quick question on Mediscan again relative to what you think of the potential growth rate of that business given the opportunities that are out there, maybe historically and also going forward.

Yes, if you look at the last three years, we’ve been averaging a compounded annual rate of growth of about 35%. Again, we're still a relatively small business, so as we begin the plan, we’re very comfortable as we look at double-digit growth within the space. We also think we're going to see some improvement in terms of our mix of business on our gross profit margin. As mentioned by Bill, our gross profit margin was at 24%, but we're still a legacy company to a degree from the hospital market in the allied health area where it's been a little bit of beleaguered within the hospital sector. But even within that space, we've seen about a 2 percentage point click up as we go into the third and fourth quarter. If you look at the special education business, especially with direct add, the mix of business for us now is beginning to push our margins at a very strong and aggressive rate. We think we’re going to see a 1, 1.5 percentage point increase over the next calendar year. So we’re – we continue to be very bullish. Again, we're only a $40 million company, so if we continue to invest in the business, we think we can keep at the same type of pace that we have in the past.

Yeah, Matt, so the first two acquisitions we made, December of ’13 and the middle of 2014, we’re above part of our program to get the company back on track and position ourselves in the marketplace. This acquisition is a bit more strategic and it is about growth into – growth and diversification into new markets. And so the deal structure we think lends itself to certainly giving Dennis and team an incentive, there is $5 million of the upfront purchase price in Cross Country Healthcare shares, so there is certainly a goal to help the company perform overall. And there is a $7 million earn-out, if they can hit the numbers that they had told us they believe they can hit. So there is a lot of motivation there to grow. This business was acquired, so that we would have a new growth engine within the organization.

Thanks guys, I appreciate it.

Thank you. The last question is from Mitra Ramgopal from Sidoti. Please go ahead.

Yes, hi, good morning. Just wanted to follow-up first on the Mediscan. You mentioned it’s a little different from dealership done in the past, a little more strategic. I was just wondering as you look in terms of future acquisitions, if this is sort of more on new template going forward, focusing more on diversification for example.

To somewhat. There is still three areas that I would look at from a strategic standpoint. We’re still a little bit undersized on our allied business overall. We do get $20 million of our allied business. With the Mediscan acquisitions, that will help a little bit. But I like our local allied business that currently runs at 31% gross profit and 10% on the bottom line, but it’s only in 23 of my branch locations. So if I could supplement that, I would look at a local allied business, I would look now that we’re seeing stabilization and better management team in locum tenens, I wouldn’t mind adding to my locum tenens capabilities. And then the third one is in new customer segments. So correctional facilities, insurance companies, well more education, I think that diversification [ph] into big uses of healthcare services, but outside of the clinical arena is a good area for us to focus on as well. So that's kind of where I’d focus strategic acquisitions going forward.

Thanks. And I know you have the revolver available in terms of getting deals done, but do you see any issues in terms of delaying potential acquisitions as you try to integrate Mediscan?

Well, I’ll let Bill talk about what financial problem we still have out there on the balance sheet. But this is – we’re going to leave Mediscan pretty much standalone, or obviously going to try to get cooperation between all of our businesses, sharing candidates and job openings and try to get some revenue synergies out of this. But there is not a lot of integration to be done here, not like the MSN deal, which was a full-court press for three quarters in a row to try to get everything banged together and get the synergies out of it. This is a pretty much standalone business for – and we don’t have a lot of integration. So that’s not going to distract us. So I'm not worried about looking at other acquisitions. And Bill can talk about the balancing, how we might fund them going forward, certainly our leverage ratio was not very high.

No, it’s not. And as we reported, we ended the quarter with a very strong cash position and relatively high borrowing availability under our ABL of about $47 million. We did use a little bit of that and we obviously used our cash for the Mediscan acquisition. We’re not getting into the fourth quarter. We still have a good amount of availability under the ABL that was not significant in the level of borrowings and we're not tapping into full capacity of the features – sorry, the full capacity of the facility. It’s an $85 million ABL, and today, we only – really get about $70 million of that. So we have room to expand as we put more receivables through acquisitions and through the availability. And we also have a very supportive lending group. We’ve talked about this before, but we’re in a very different position now and it's – we have a lot more opportunities and options for additional financing should we need to.

With this level of profitability from the third quarter and what our guidance is for the fourth quarter, our leverage ratio is under 1 to 1 at this point from a debt to EBITDA basis. And certainly, we've always stated that we will be willing to grow as high as 3.5 to 1. So we certainly have some room to look at other deals.

Okay, thanks. And then quickly, I know on the cost optimization initiative, you certainly achieved your goals earlier than expected, I was just wondering, if you sense, you have some more room still on that side?

Yeah, we've historically said that we think that there is $8 million to $10 million of cost in the business that we need to get at. This effort was aimed at reducing what we could do today without technology. So the 4 to 5 as I commented in my speech or the script, we got about $6 million just about of annualized savings. There is a few more million dollars to possibly bring out of the business, but it’s going to rely on us doing some technology investments over the next one to two years.

Okay, thanks again.

Okay. Well, thank you everybody for joining us and we look forward to updating with our fourth quarter and full results in March. Thank you very much.

Thank you. A replay for today’s conference will be available through November 19, 2015. You may access the replay by dialing 1-800-395-7443 or 1-203-369-3271. Please use the passcode of 2015. Thank you for joining. You may now disconnect.