American Reprographics Company (NYSE: ARC) is the largest reprographics company in the United States, providing business-to-business document management services to the architectural, engineering and construction (AEC) industry. It also provides these services to companies in other industries that require sophisticated document management services. The company provides its core services through a proprietary suite of reprographics technology products, a nationwide network of locally-branded reprographics service centers, and facilities management programs at customers' locations throughout the country.
Founded in 1988 as a single reprographics firm in Southern California by S. "Mohan" Chandramohan (now Chairman of the Board), the company has grown into a national corporation with 2006 revenues of $591 million.
Corporate headquarters are co-located in Walnut Creek, California.
The company, with more than 40 operating divisions, employs more than 4,500 employees, and serves more than 140,000 customers nationwide. ARC continues to grow through acquisition.
On February 3, 2005, ARC announced pricing of its initial public offering of 13,350,000 shares of common stock at $13.00 per share for gross proceeds of $173,550,000. $92,690,004 of the proceeds went to ARC, $68,711,496 went to selling shareholders.
ARC created the products PlanWell, Pinadmin, BidCaster, Metaprint, Sub-Hub and Abacus — applications aimed at solving problems of the reprographic and construction industries with sharing, transferring and managing printed and digital data.
(a) Base Salary . Executive’s annual Base Salary shall be $250,000, paid in installments in accordance with ARC’s customary payroll procedures.
(b) Incentive Bonus . During the term of this Agreement, Executive will be eligible to receive an annual Incentive Bonus (“Incentive Bonus”) of up to $280,000 per fiscal year under performance criteria to be established by ARC’s CEO in consultation with Executive. The value of the Incentive Bonus will be paid in the form of cash and stock options, as follows: (i) 90% of the value of the Incentive Bonus will be paid in cash no later the 60th day after the close of each fiscal year; and, (ii) the remaining value of the Incentive Bonus will be paid in the form of a stock option award to Executive under ARC’s 2005 Stock Plan, with a grant date occurring on the last day of the February after the close of each fiscal year; the option will cover a number of shares of ARC common stock so that the option’s value, as calculated under the Black-Scholes valuation formula or other generally accepted reasonable valuation formula as determined by ARC, is equal to 10% of the value of the Incentive Bonus and the option will vest over three years. As a condition to receiving the stock option award, Executive must deposit with ARC on or before the date the award’s issuance cash in the amount, if any, by which the total of employee withholding taxes required to be withheld with respect to the entire Incentive Bonus exceeds the cash portion of the Incentive Bonus available for withholding. To be eligible to receive a bonus, Executive must have been employed by ARC during the entire fiscal year to which such Incentive Bonus relates.
(c) Additional Bonuses . ARC may from time to time, in its absolute discretion, establish additional bonus programs for Executive.
4. General Benefits
During the term of this Agreement, Executive shall be entitled to other benefits provided by ARC to its senior executives from time to time, including but not limited to, 401(k) and other retirement plans, deferred compensation, paid holidays, sick leave and other similar benefits. Executive shall be entitled to four (4) weeks paid vacation each calendar year accrued and vested in accordance with ARC’s vacation policy applicable to senior management. During the term of this Agreement, Executive shall receive an automobile allowance in the sum of $15,000 per year.
Since becoming a public company in 2001, we have significantly expanded our revenue mix across sectors of healthcare staffing services and customers. For the fourth quarter of 2008, our nurse and allied staffing business segment was 60% of our revenue; our physician staffing business segment was 22% of our revenue; our clinical trials services business segment was 12% of our revenue and our other human capital management services business segment was 6% of our revenue. This compares to our revenue mix in 2001 in which 88% was from our nurse and allied staffing business segment, 6% from our clinical trials services business segment and 6% from our other human capital management services business segment.
Within our business segments, we also believe we have:
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Brand Recognition. We have operated in the travel nurse staffing industry for more than 30 years. Our Cross Country Staffing brand is well-recognized among leading hospitals and healthcare facilities and our Cross Country TravCorps and MedStaff brands are well-recognized by RNs and other healthcare professionals. We believe that through our relationships with hospitals and healthcare facilities in supplying our travel nurse staffing services that we also are positioned to effectively market our allied health and per diem nurse staffing services to them. Our physician staffing business was founded in 1987 and has built a strong national brand reputation among hospital and physician practice group clients as well as physician providers. It has grown to become one of the largest physician staffing companies in the U.S. while competing in what continues to be the fastest growing sector of healthcare staffing. Since entering the clinical trials services business in 1998, our business has grown organically and by acquisition into a provider of a broad range of services to pharmaceutical, biotechnology and medical device companies from our strong national footprint in the U.S. along with an international presence. Our Cejka Search brand is ranked among the top five physician placement firms in the U.S.
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Strong and Diverse Client Relationships. We provide healthcare staffing and outsourcing solutions to a national client base represented by more than 5,000 contracts with hospitals and healthcare facilities, pharmaceutical and biotechnology companies, and other healthcare providers. No single client accounts for more than 3% of our revenue.
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Vendor Management Capabilities. Our Cross Country Staffing brand offers its vendor management services to large acute care hospitals and health systems. By leveraging technology and its single-point of contact service model, Cross Country Staffing can manage all job orders, credential verification, candidate testing, invoicing, and management reporting. Cross Country Staffing also seeks to gain preferred provider relationships with hospitals and health systems.
·
Recruiting and Employee Retention. We are a leader in recruiting and retaining highly qualified healthcare professionals from throughout the U.S. and Canada. We also recruit RNs internationally from certain other English-speaking foreign countries, assist them in obtaining U.S. nursing licenses, sponsor them for U.S. permanent residency visas, and then place them on assignments in domestic acute care hospitals. In 2008, thousands of healthcare professionals applied with us through our differentiated recruitment brands. Referrals generated a majority of our new candidates. We believe we offer appealing assignments, competitive compensation packages, attractive housing options and other valuable benefits.
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The Joint Commission Certification. Our nurse staffing brands of Cross Country Staffing and MedStaff are certified by The Joint Commission under its Health Care Staffing Services Certification Program.
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Quality Assurance. MDA’s Credent credential verification division is NCQA certified, one of only a handful of competitors to achieve such certification.
·
Continuing Education. Cross Country University, the first educational program in the travel nurse industry to be accredited by the American Nurse Credentialing Center, enables us to provide continuing education credits to our RN field employees, as well as provide accredited continuing education to other healthcare professionals.
·
Scalable and Efficient Operating Structure. At year-end 2008, the databases for our travel nurse and allied staffing businesses included more than 250,000 RNs and other healthcare professionals who completed job applications with us. Similarly, the database for our physicians staffing business included more than 150,000 physicians representing dozens of specialties. Our size and centralized staffing structure provide us with operating efficiencies in key areas such as recruiting, marketing and advertising, training, housing and insurance. Our proprietary information systems enable us to manage our recruitment and placement operations. Our systems are scalable and designed to accommodate significant future growth.
·
Strong Management Team with Extensive Healthcare Staffing and Acquisition Experience. Our management team has played a key role in the growth and development of the healthcare staffing industry. Our management team averages more than 10 years of experience in the healthcare industry and has consistently demonstrated the ability to successfully identify, make and integrate strategic acquisitions.
These excerpts taken from the CCRN 10-K filed Mar 13, 2008.
Competitive Strengths
·
Brand Recognition. We have operated in the travel nurse staffing industry since the 1970s. Our Cross Country Staffing brand is well-recognized among leading hospitals and healthcare facilities and our Cross Country TravCorps and MedStaff brands are well-recognized by RNs and other healthcare professionals. We believe that through our existing relationships with travel nurse staffing clients, we are positioned to effectively market our complementary per diem nurse, allied health and clinical research staffing services. We believe our retained physician search business has one of the highest levels of brand recognition in its industry.
·
Strong and Diverse Client Relationships. We provide staffing solutions to a national client base of approximately 4,000 contracts with hospitals, pharmaceutical companies and other healthcare providers. No single client accounted for more than 4% of our revenue. We work with the vast majority of the nation’s top “Honor Roll” hospitals as identified by U.S. News & World Report in its most recently published study.
·
Vendor Management Capabilities. Our Cross Country Staffing brand has the ability to provide acute care facilities with comprehensive vendor management services. By leveraging technology and its single-point of contact service model, Cross Country Staffing can manage all job orders, credential verification, candidate testing, invoicing, and management reporting.
Founded in 1988 as a single reprographics firm in Southern California by S. "Mohan" Chandramohan (now Chairman of the Board), the company has grown into a national corporation with 2006 revenues of $591 million.
Corporate headquarters are co-located in Walnut Creek, California.
The company, with more than 40 operating divisions, employs more than 4,500 employees, and serves more than 140,000 customers nationwide. ARC continues to grow through acquisition.
On February 3, 2005, ARC announced pricing of its initial public offering of 13,350,000 shares of common stock at $13.00 per share for gross proceeds of $173,550,000. $92,690,004 of the proceeds went to ARC, $68,711,496 went to selling shareholders.
ARC created the products PlanWell, Pinadmin, BidCaster, Metaprint, Sub-Hub and Abacus — applications aimed at solving problems of the reprographic and construction industries with sharing, transferring and managing printed and digital data.
(a) Base Salary . Executive’s annual Base Salary shall be $250,000, paid in installments in accordance with ARC’s customary payroll procedures.
(b) Incentive Bonus . During the term of this Agreement, Executive will be eligible to receive an annual Incentive Bonus (“Incentive Bonus”) of up to $280,000 per fiscal year under performance criteria to be established by ARC’s CEO in consultation with Executive. The value of the Incentive Bonus will be paid in the form of cash and stock options, as follows: (i) 90% of the value of the Incentive Bonus will be paid in cash no later the 60th day after the close of each fiscal year; and, (ii) the remaining value of the Incentive Bonus will be paid in the form of a stock option award to Executive under ARC’s 2005 Stock Plan, with a grant date occurring on the last day of the February after the close of each fiscal year; the option will cover a number of shares of ARC common stock so that the option’s value, as calculated under the Black-Scholes valuation formula or other generally accepted reasonable valuation formula as determined by ARC, is equal to 10% of the value of the Incentive Bonus and the option will vest over three years. As a condition to receiving the stock option award, Executive must deposit with ARC on or before the date the award’s issuance cash in the amount, if any, by which the total of employee withholding taxes required to be withheld with respect to the entire Incentive Bonus exceeds the cash portion of the Incentive Bonus available for withholding. To be eligible to receive a bonus, Executive must have been employed by ARC during the entire fiscal year to which such Incentive Bonus relates.
(c) Additional Bonuses . ARC may from time to time, in its absolute discretion, establish additional bonus programs for Executive.
4. General Benefits
During the term of this Agreement, Executive shall be entitled to other benefits provided by ARC to its senior executives from time to time, including but not limited to, 401(k) and other retirement plans, deferred compensation, paid holidays, sick leave and other similar benefits. Executive shall be entitled to four (4) weeks paid vacation each calendar year accrued and vested in accordance with ARC’s vacation policy applicable to senior management. During the term of this Agreement, Executive shall receive an automobile allowance in the sum of $15,000 per year.
Since becoming a public company in 2001, we have significantly expanded our revenue mix across sectors of healthcare staffing services and customers. For the fourth quarter of 2008, our nurse and allied staffing business segment was 60% of our revenue; our physician staffing business segment was 22% of our revenue; our clinical trials services business segment was 12% of our revenue and our other human capital management services business segment was 6% of our revenue. This compares to our revenue mix in 2001 in which 88% was from our nurse and allied staffing business segment, 6% from our clinical trials services business segment and 6% from our other human capital management services business segment.
Within our business segments, we also believe we have:
·
Brand Recognition. We have operated in the travel nurse staffing industry for more than 30 years. Our Cross Country Staffing brand is well-recognized among leading hospitals and healthcare facilities and our Cross Country TravCorps and MedStaff brands are well-recognized by RNs and other healthcare professionals. We believe that through our relationships with hospitals and healthcare facilities in supplying our travel nurse staffing services that we also are positioned to effectively market our allied health and per diem nurse staffing services to them. Our physician staffing business was founded in 1987 and has built a strong national brand reputation among hospital and physician practice group clients as well as physician providers. It has grown to become one of the largest physician staffing companies in the U.S. while competing in what continues to be the fastest growing sector of healthcare staffing. Since entering the clinical trials services business in 1998, our business has grown organically and by acquisition into a provider of a broad range of services to pharmaceutical, biotechnology and medical device companies from our strong national footprint in the U.S. along with an international presence. Our Cejka Search brand is ranked among the top five physician placement firms in the U.S.
13
·
Strong and Diverse Client Relationships. We provide healthcare staffing and outsourcing solutions to a national client base represented by more than 5,000 contracts with hospitals and healthcare facilities, pharmaceutical and biotechnology companies, and other healthcare providers. No single client accounts for more than 3% of our revenue.
·
Vendor Management Capabilities. Our Cross Country Staffing brand offers its vendor management services to large acute care hospitals and health systems. By leveraging technology and its single-point of contact service model, Cross Country Staffing can manage all job orders, credential verification, candidate testing, invoicing, and management reporting. Cross Country Staffing also seeks to gain preferred provider relationships with hospitals and health systems.
·
Recruiting and Employee Retention. We are a leader in recruiting and retaining highly qualified healthcare professionals from throughout the U.S. and Canada. We also recruit RNs internationally from certain other English-speaking foreign countries, assist them in obtaining U.S. nursing licenses, sponsor them for U.S. permanent residency visas, and then place them on assignments in domestic acute care hospitals. In 2008, thousands of healthcare professionals applied with us through our differentiated recruitment brands. Referrals generated a majority of our new candidates. We believe we offer appealing assignments, competitive compensation packages, attractive housing options and other valuable benefits.
·
The Joint Commission Certification. Our nurse staffing brands of Cross Country Staffing and MedStaff are certified by The Joint Commission under its Health Care Staffing Services Certification Program.
·
Quality Assurance. MDA’s Credent credential verification division is NCQA certified, one of only a handful of competitors to achieve such certification.
·
Continuing Education. Cross Country University, the first educational program in the travel nurse industry to be accredited by the American Nurse Credentialing Center, enables us to provide continuing education credits to our RN field employees, as well as provide accredited continuing education to other healthcare professionals.
·
Scalable and Efficient Operating Structure. At year-end 2008, the databases for our travel nurse and allied staffing businesses included more than 250,000 RNs and other healthcare professionals who completed job applications with us. Similarly, the database for our physicians staffing business included more than 150,000 physicians representing dozens of specialties. Our size and centralized staffing structure provide us with operating efficiencies in key areas such as recruiting, marketing and advertising, training, housing and insurance. Our proprietary information systems enable us to manage our recruitment and placement operations. Our systems are scalable and designed to accommodate significant future growth.
·
Strong Management Team with Extensive Healthcare Staffing and Acquisition Experience. Our management team has played a key role in the growth and development of the healthcare staffing industry. Our management team averages more than 10 years of experience in the healthcare industry and has consistently demonstrated the ability to successfully identify, make and integrate strategic acquisitions.
These excerpts taken from the CCRN 10-K filed Mar 13, 2008.
Competitive Strengths
·
Brand Recognition. We have operated in the travel nurse staffing industry since the 1970s. Our Cross Country Staffing brand is well-recognized among leading hospitals and healthcare facilities and our Cross Country TravCorps and MedStaff brands are well-recognized by RNs and other healthcare professionals. We believe that through our existing relationships with travel nurse staffing clients, we are positioned to effectively market our complementary per diem nurse, allied health and clinical research staffing services. We believe our retained physician search business has one of the highest levels of brand recognition in its industry.
·
Strong and Diverse Client Relationships. We provide staffing solutions to a national client base of approximately 4,000 contracts with hospitals, pharmaceutical companies and other healthcare providers. No single client accounted for more than 4% of our revenue. We work with the vast majority of the nation’s top “Honor Roll” hospitals as identified by U.S. News & World Report in its most recently published study.
·
Vendor Management Capabilities. Our Cross Country Staffing brand has the ability to provide acute care facilities with comprehensive vendor management services. By leveraging technology and its single-point of contact service model, Cross Country Staffing can manage all job orders, credential verification, candidate testing, invoicing, and management reporting.