Attached files
Exhibit 99.4
Cross Country Healthcare, Inc.
Unaudited Pro Forma Condensed Combined Financial
Information
On July
5, 2017, Cross Country Healthcare, Inc. (the “Company”
or “CCH”) completed the acquisition of substantially
all of the assets and business of Advantage RN, LLC and its
subsidiaries (collectively, “Advantage”), effective
July 1, 2017, pursuant to the terms of an Asset Purchase Agreement,
dated as of June 13, 2017, among the Company, Advantage and certain
of the members of Advantage (the “Acquisition”). The
Company acquired Advantage for a purchase price of $88 million,
subject to a final net working capital adjustment. At closing, the
Company paid $86.8 million, net of cash acquired, using $19.9
million in available cash and $66.9 million in borrowings under its
Credit Facility, including a $40 million incremental term loan. The
amount paid at closing was subject to an initial net working
capital adjustment of $0.6 million, and an additional $0.6 million
was deferred and is due to the sellers within 20 months, less any
COBRA and health
care expenses incurred by the Company on behalf of
the sellers. The Company expects to receive $0.8 million as a
purchase price adjustment on its final net working capital
settlement.
The
acquisition has been accounted for in accordance with FASB ASC 805,
Business Combinations,
using the acquisition method. The results of Advantage’s
operations will be included in the consolidated statements of
operations from its date of acquisition.
The
unaudited pro forma condensed combined statement of operations for
the year ended December 31, 2016 and for the six months ended June
30, 2017, gives effect to the acquisition as if the transaction had
occurred at January 1, 2016. The unaudited pro forma condensed
combined balance sheet as of June 30, 2017 gives effect to the
acquisition as if it had occurred on June 30, 2017. The historical
information has been adjusted in the unaudited pro forma condensed
combined financial statements to give effect to pro forma events
that are (1) directly attributable to the acquisition, (2)
factually supportable, and (3) with respect to the statement of
operations, expected to have a continuing impact on the combined
results.
The
unaudited pro forma combined financial information is based on the
historical financial statements of Advantage and the Company,
giving effect to the transaction using the acquisition method of
accounting and the assumptions and adjustments described in the
accompanying notes to the pro forma condensed combined financial
information. A preliminary purchase price allocation has been used
to prepare the pro forma balance sheet and income statements. Other
identifiable intangible assets such as trade names, databases,
customer relationships, and noncompete agreements were assigned
useful lives ranging between 5-12 years for the purpose of
estimating amortization expense used in the pro forma adjustments.
The final purchase price allocation will be determined when the
Company has completed its valuation analysis and may differ
materially from the preliminary allocations used in the pro forma
adjustments reflected herein. The final allocations may include (1)
changes in the net realizable value of accounts receivable and the
fair value of property and equipment, (2) changes in the
allocations to intangible assets such as trade names, databases,
customer relationships, and noncompete agreements, as well as
goodwill, and (3) changes in the fair values of other assets and
liabilities.
The
unaudited pro forma information does not purport to be indicative
of the combined results of operations that actually would have
taken place if transactions had occurred on such dates. The
unaudited pro forma information does not reflect any cost savings
or operating synergies that the combined company may achieve as a
result of the acquisition or the costs to integrate the operations
of Advantage with the Company.
1
Cross
Country Healthcare, Inc.
Pro Forma Condensed Statement of
Operations
(unaudited,
amounts in thousands)
|
Year
Ended December 31, 2016
|
||||
|
|
|
|
|
|
|
CCH
|
Advantage
|
Pro Forma
|
|
Pro Forma
|
|
As reported
|
(a)
|
Adjustments
|
|
Combined
|
|
|
|
|
|
|
Revenue from
services
|
$833,537
|
$103,692
|
$(2,325)
|
(b)
|
$934,904
|
Operating
expenses:
|
|
|
|
|
|
Direct operating
expenses
|
611,802
|
80,239
|
(2,378)
|
(b)
|
689,663
|
Selling, general
and administrative expenses
|
179,820
|
13,313
|
(122)
|
(b)
|
193,011
|
Bad debt
expense
|
593
|
-
|
53
|
(b)
|
646
|
Depreciation
|
4,168
|
-
|
122
|
(b)
|
4,290
|
Amortization
|
5,014
|
-
|
2,745
|
(c)
|
7,759
|
Acquistion-related
contingent consideration
|
814
|
-
|
-
|
|
814
|
Acquistion and
integration costs
|
78
|
-
|
-
|
|
78
|
Restructuring
charges
|
753
|
-
|
88
|
(b)
|
841
|
Impairment
charge
|
24,311
|
-
|
-
|
|
24,311
|
Total
operating expenses
|
827,353
|
93,552
|
508
|
|
921,413
|
|
|
|
|
|
|
Income from
operations
|
6,184
|
10,140
|
(2,833)
|
|
13,491
|
|
|
|
|
|
|
Other
expenses:
|
|
|
|
|
|
Gain on derivative
liability
|
(5,805)
|
-
|
-
|
|
(5,805)
|
Interest
expense
|
6,106
|
192
|
1,914
|
(d)
|
8,212
|
Loss on early
extinguishment of debt
|
1,568
|
-
|
-
|
|
1,568
|
Other (income)
expense, net
|
(230)
|
1,414
|
(853)
|
(e)
|
331
|
Income (loss)
before income taxes
|
4,545
|
8,534
|
(3,894)
|
|
9,185
|
Income tax
(benefit) expense
|
(4,186)
|
-
|
1,216
|
(f)
|
(2,970)
|
Consolidated net
income (loss)
|
8,731
|
8,534
|
(5,110)
|
|
12,155
|
Less: Net income
attributable to noncontrolling interest in subsidiary
|
764
|
-
|
-
|
|
764
|
Net income (loss)
attributable to common shareholders
|
$7,967
|
$8,534
|
$(5,110)
|
|
$11,391
|
|
|
|
|
|
|
Net income per
share attributable to common shareholders - Basic
|
$0.25
|
|
|
|
$0.35
|
Net income per
share attributable to common shareholders - Diluted
|
$0.15
|
|
|
|
$0.25
|
|
|
|
|
|
|
Weighted average
shares outstanding - Basic
|
32,132
|
|
|
|
32,132
|
Weighted average
shares outstanding - Diluted
|
36,246
|
|
|
|
36,246
|
Notes to the Unaudited Pro Forma Condensed Combined Financial
Information
for the Year Ended December 31, 2016
(amounts in thousands)
(a)
Represents the
audited historical results of Advantage for the period
presented.
(b)
Reclassifications
to conform to the Company’s statement of operations
presentation.
(c)
Pro forma
adjustment to record the estimated intangibles amortization
expense.
(d)
Represents
adjustment to: 1) exclude interest expense on debt of Advantage not
assumed - $(192); and 2) include the estimated interest expense
including amortization of fees for the incremental borrowings -
$2,106.
(e)
Pro forma
adjustment to exclude: 1) transaction-related costs - $137; 2)
legal fees related to an excluded liability-$462; 3) other
nonrecurring costs that will not continue post-acquisition such as
stock purchase distributions and board expenses - $166; and 4)
restructuring charges reclassified - $88.
(f)
Tax benefit was
adjusted for the impact of amortization of indefinite-lived
intangible assets and state income taxes.
2
Cross Country Healthcare, Inc.
Pro Forma Condensed Statement of
Operations
(unaudited,
amounts in thousands)
|
Six
Months Ended June 30, 2017
|
||||
|
|
|
|
|
|
|
CCH
|
Advantage
|
Pro Forma
|
|
Pro Forma
|
|
As Reported
|
(a)
|
Adjustments
|
|
Combined
|
|
|
|
|
|
|
Revenue from
services
|
$416,886
|
$52,526
|
$(1,425)
|
(b)
|
$467,987
|
Operating
expenses:
|
|
|
|
|
|
Direct operating
expenses
|
307,083
|
41,102
|
(1,467)
|
(b)
|
346,718
|
Selling, general
and administrative expenses
|
93,836
|
6,855
|
(58)
|
(b)
|
100,633
|
Bad debt
expense
|
649
|
-
|
42
|
(b)
|
691
|
Depreciation
|
2,331
|
-
|
58
|
(b)
|
2,389
|
Amortization
|
2,145
|
-
|
1,373
|
(c)
|
3,518
|
Acquistion-related
contingent consideration
|
551
|
-
|
-
|
|
551
|
Acquistion and
integration costs
|
587
|
-
|
(587)
|
(d)
|
-
|
Restructuring
charges
|
-
|
-
|
9
|
(b)
|
9
|
Total
operating expenses
|
407,182
|
47,957
|
(630)
|
|
454,509
|
|
|
|
|
|
|
Income from
operations
|
9,704
|
4,569
|
(795)
|
|
13,478
|
|
|
|
|
|
|
Other
expenses:
|
|
|
|
|
|
Gain on derivative
liability
|
(1,581)
|
-
|
-
|
|
(1,581)
|
Interest
expense
|
1,754
|
90
|
950
|
(e)
|
2,794
|
Loss on early
extinguishment of debt
|
4,969
|
-
|
-
|
|
4,969
|
Other (income)
expense, net
|
(59)
|
991
|
(438)
|
(f)
|
494
|
Income (loss)
before income taxes
|
4,621
|
3,488
|
(1,307)
|
|
6,802
|
Income tax
expense
|
1,119
|
-
|
603
|
(g)
|
1,722
|
Consolidated net
income (loss)
|
3,502
|
3,488
|
(1,910)
|
|
5,080
|
Less: Net income
attributable to noncontrolling interest in subsidiary
|
662
|
-
|
-
|
|
662
|
Net income (loss)
attributable to common shareholders
|
$2,840
|
$3,488
|
$(1,910)
|
|
$4,418
|
|
|
|
|
|
|
Net income per
share attributable to common shareholders - Basic
|
$0.08
|
|
|
|
$0.13
|
Net income per
share attributable to common shareholders - Diluted
|
$0.05
|
|
|
|
$0.10
|
|
|
|
|
|
|
Weighted average
shares outstanding - Basic
|
34,269
|
|
|
|
34,269
|
Weighted average
shares outstanding - Diluted
|
36,250
|
|
|
|
36,250
|
Notes to the Unaudited Pro Forma Condensed Combined Statement of
Operations
for the Six Months Ended June 30, 2017
(amounts in thousands)
(a)
Represents the
unaudited historical results of Advantage for the period
presented.
(b)
Reclassifications
to conform to the Company’s statement of operations
presentation.
(c)
Pro forma
adjustment to record the estimated intangibles amortization
expense.
(d)
Pro
forma adjustment to exclude acquisition costs of the Company
directly attributable to the transaction.
(e)
Represents
adjustment to: 1) exclude interest expense on debt of Advantage not
assumed - $(90); and 2) include the estimated interest expense
including amortization of fees for the incremental borrowings -
$1,040.
(f)
Pro forma
adjustment to exclude: 1) transaction-related costs - $50; 2) legal
fees related to an excluded liability-$333; 3) other nonrecurring
costs that will not continue post-acquisition such as board
expenses - $46; and 4) restructuring charges reclassified -
$9.
(g)
Tax benefit was
adjusted for the impact of amortization of indefinite-lived
intangible assets and state income taxes.
3
Cross Country Healthcare, Inc.
Pro Forma Combined Balance Sheets as of June 30,
2017
(unaudited,
amounts in thousands)
|
CCH As Reported
|
Advantage (a)
|
Pro Forma Adjustments
|
|
Pro Forma Combined
|
Current
assets:
|
|
|
|
|
|
Cash
and cash equivalents
|
$33,936
|
$3,845
|
$(23,897)
|
(b)
|
$13,884
|
Accounts
receivable, net
|
155,903
|
14,633
|
(367)
|
(c)
|
170,169
|
Prepaid
expenses
|
6,230
|
266
|
(129)
|
(c)
|
6,367
|
Insurance
recovery recceivable
|
3,197
|
-
|
-
|
|
3,197
|
Other
current assets
|
1,249
|
189
|
882
|
(c)
|
2,320
|
Total current
assets
|
200,515
|
18,933
|
(23,511)
|
|
195,937
|
Property and
equipment, net
|
13,862
|
331
|
2
|
(c)
|
14,195
|
Trade names,
net
|
35,402
|
-
|
4,500
|
(d)
|
39,902
|
Goodwill,
net
|
79,648
|
-
|
44,889
|
(d)
|
124,537
|
Other Intangible
assets, net
|
34,690
|
-
|
24,100
|
(d)
|
58,790
|
Debt issuance
costs, net
|
-
|
-
|
-
|
|
-
|
Other
assets
|
18,373
|
-
|
-
|
|
18,373
|
Total
assets
|
$382,490
|
$19,264
|
$49,980
|
|
$451,734
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
$52,435
|
$462
|
$399
|
(e)
|
$53,296
|
Accrued
employee compensation and benefits
|
31,073
|
1,903
|
(505)
|
(e)
|
32,471
|
Current
portion of long-term debt, capital lease, and revolver
|
2,258
|
6,074
|
24,426
|
(f)
|
32,758
|
Other
current liabilities
|
3,839
|
-
|
707
|
(e)
|
4,546
|
Total current
liabilities
|
89,605
|
8,439
|
25,027
|
|
123,071
|
Noncurrent deferred
tax liabilities
|
14,353
|
-
|
-
|
|
14,353
|
Long-term accrued
claims
|
29,066
|
-
|
-
|
|
29,066
|
Long-term
debt
|
35,344
|
1,817
|
34,548
|
(f)
|
71,709
|
Contingent
consideration
|
4,390
|
-
|
-
|
|
4,390
|
Convertible
notes
|
-
|
-
|
-
|
|
-
|
Other long-term
liabiltities
|
8,084
|
-
|
-
|
|
8,084
|
Total
liabilities
|
180,842
|
10,256
|
59,575
|
|
250,673
|
Commitments and
contingencies
|
|
|
|
|
|
Stockholders'
equity
|
|
|
|
|
|
Common
stock
|
4
|
-
|
-
|
|
4
|
Additional
paid-in-capital
|
303,917
|
-
|
-
|
|
303,917
|
Retained
earnings -Expense
|
(101,784)
|
-
|
(587)
|
(g)
|
(102,371)
|
Other
stockholders' equity
|
(1,183)
|
9,008
|
(9,008)
|
(h)
|
(1,183)
|
Total Cross Country
Healthcare, Inc. stockholders' equity
|
200,954
|
9,008
|
(9,595)
|
|
200,367
|
Noncontrolling
interest
|
694
|
-
|
-
|
|
694
|
Total stockholders'
equity
|
201,648
|
9,008
|
(9,595)
|
|
201,061
|
Total liabilities
and stockholders' equity
|
$382,490
|
$19,264
|
$49,980
|
|
$451,734
|
Notes to the Unaudited Pro Forma Condensed Combined Balance
Sheet
As of June 30, 2017
(amounts in thousands)
(a)
Represents the
unaudited historical balance sheet of Advantage as of June 30,
2017.
(b)
Pro forma
adjustment to exclude cash not acquired and reflect cash used in
the transaction including fees for the incremental term
loan.
(c)
Pro forma
adjustment to remove and revalue assets and reflect estimated
receivable for net working capital adjustment.
(d)
Pro forma
adjustment to record the estimated fair values of intangible
assets.
(e)
Pro forma
adjustment to reflect: 1) excluded liabilities and holdback
liabilities pursuant to the asset purchase agreement; and 2)
accrued transaction expenses.
(f)
Pro forma
adjustment to remove Advantage debt, which was not assumed -
$(7,891), and to add the incremental borrowings, net of fees -
$66,865 to fund the acquisition.
(g)
Pro forma
adjustment to reflect acquisition and integration
expenses.
(h)
Represents the
elimination of Advantage's equity.
4