Attached files
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8-K - CURRENT REPORT - CROSS COUNTRY HEALTHCARE INC | ccrn_8k.htm |
EX-99.1 - PRESS RELEASE - CROSS COUNTRY HEALTHCARE INC | ccrn_ex991.htm |
EXHIBIT 99.2
Cross Country Healthcare, Inc.
Unaudited Pro Forma Condensed Consolidated Financial Information
The following unaudited pro forma condensed consolidated financial information is based upon the historical financial statements of Cross Country Healthcare, Inc. and its consolidated subsidiaries (“the Company”), adjusted to reflect the disposition of its clinical trial services staffing business segment as described in Item 2.01.
The following unaudited pro forma condensed consolidated information of the Company should be read in conjunction with the accompanying notes and with the historical consolidated financial statements of the Company and the related notes thereto included in previous filings with the Securities and Exchange Commission. The unaudited pro forma condensed consolidated statements of operations give effect to the disposition by removing the results from the clinical trial services business as if the disposition had occurred as of January 1, 2009 and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed consolidated financial information. The unaudited pro forma condensed consolidated balance sheet reflects the disposition of the clinical trial services segment as if it occurred on September 30, 2012. The pro forma adjustments are based on the best information available and assumptions that management believes are factually supportable.
The unaudited pro forma condensed consolidated information is presented for illustrative and informational purposes only and does not purport to represent the Company’s consolidated results of operations or financial position that actually would have taken place if the transaction had occurred on such dates. In addition, future results may vary significantly from the results reflected in such statements. For example, this financial information does not reflect any potential earnings or other impacts from the use of the proceeds from the disposition or cost reductions of previously allocated corporate costs and potential subsequent restructuring charges.
1
CROSS COUNTRY HEALTHCARE, INC.
Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 2012
(Unaudited, in thousands)
Pro Forma Adjustments
|
||||||||||||||||
Historical as
Reported
(a)
|
Clinical Trial Services Business Disposition
(b)
|
Sale-Related Pro
Forma Adjustments
(c)
|
Pro Forma
Totals
|
|||||||||||||
Assets
|
||||||||||||||||
Current assets:
|
||||||||||||||||
Cash and cash equivalents
|
$ | 4,832 | $ | (1,037 | ) | $ | 13,174 | $ | 16,969 | |||||||
Short-term cash investments
|
2,693 | - | - | 2,693 | ||||||||||||
Accounts receivable, less allowance for doubtful accounts
|
76,186 | (12,141 | ) | - | 64,045 | |||||||||||
Deferred tax assets
|
11,952 | 7,218 | (f) | 935 | (e) | 20,105 | ||||||||||
Income taxes receivable
|
1,841 | 1 | - | 1,842 | ||||||||||||
Prepaid expenses
|
6,876 | (570 | ) | - | 6,306 | |||||||||||
Debt issuance costs, net of accumulated amortization
|
1,604 | - | (332 | ) | 1,272 | |||||||||||
Other current assets
|
731 | (6 | ) | - | 725 | |||||||||||
Total current assets
|
106,715 | (6,535 | ) | 13,777 | 113,957 | |||||||||||
Property and equipment, net of accumulated depreciation and amortization
|
9,399 | (453 | ) | - | 8,946 | |||||||||||
Trademarks, net
|
50,680 | (1,979 | ) | - | 48,701 | |||||||||||
Goodwill, net
|
102,788 | (40,076 | ) | - | 62,712 | |||||||||||
Other identifiable intangible assets, net
|
18,792 | (3,734 | ) | - | 15,058 | |||||||||||
Non-current deferred tax assets
|
12,500 | 87 | (f) | - | 12,587 | |||||||||||
Other long-term assets
|
464 | (42 | ) | - | 422 | |||||||||||
Total assets
|
$ | 301,338 | $ | (52,732 | ) | $ | 13,777 | $ | 262,383 | |||||||
Liabilities and stockholders' equity
|
||||||||||||||||
Current liabilities:
|
||||||||||||||||
Accounts payable and accrued expenses
|
$ | 10,381 | $ | (888 | ) | $ | 757 | $ | 10,250 | |||||||
Accrued compensation and benefits
|
17,839 | (1,664 | ) | - | 16,175 | |||||||||||
Current portion of long-term debt
|
34,275 | - | (34,063 | ) | 212 | |||||||||||
Other current liabilities
|
5,864 | (1,171 | ) | - | 4,693 | |||||||||||
Total current liabilities
|
68,359 | (3,723 | ) | (33,306 | ) | 31,330 | ||||||||||
Long-term debt
|
231 | - | - | 231 | ||||||||||||
Other long-term liabilities
|
14,560 | (16 | ) | - | 14,544 | |||||||||||
Total liabilities
|
83,150 | (3,739 | ) | (33,306 | ) | 46,105 | ||||||||||
Commitments and contingencies
|
||||||||||||||||
Stockholders' equity:
|
||||||||||||||||
Common stock
|
3 | - | - | 3 | ||||||||||||
Additional paid-in-capital
|
244,277 | - | - | 244,277 | ||||||||||||
Accumulated other comprehensive loss
|
(2,904 | ) | 2,298 | (e) | - | (606 | ) | |||||||||
(Accumulated deficit) Retained earnings
|
(23,188 | ) | (51,291 | )(e) | 47,083 | (27,396 | ) | |||||||||
Total stockholders' equity
|
218,188 | (48,993 | ) | 47,083 | 216,278 | |||||||||||
Total liabilities and stockholders' equity
|
$ | 301,338 | $ | (52,732 | ) | $ | 13,777 | $ | 262,383 |
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated balance sheet.
2
CROSS COUNTRY HEALTHCARE, INC.
Pro Forma Condensed Consolidated Statement of Operations For The Nine Months Ended
September 30, 2012
(Unaudited, in thousands except per share data)
Historical as
Reported
(a)
|
Clinical Trial Services Business Disposition
(d)
|
Pro Forma
Totals
|
||||||||||
Revenue from services
|
$ | 382,067 | $ | (51,163 | ) | $ | 330,904 | |||||
Operating expenses:
|
||||||||||||
Direct operating expenses
|
284,825 | (37,562 | ) | 247,263 | ||||||||
Selling, general and administrative expenses
|
91,448 | (9,087 | ) | 82,361 | ||||||||
Bad debt expense
|
648 | (56 | ) | 592 | ||||||||
Depreciation
|
4,372 | (574 | ) | 3,798 | ||||||||
Amortization
|
2,440 | (742 | ) | 1,698 | ||||||||
Impairment charges
|
42,232 | (23,500 | ) | 18,732 | ||||||||
Total operating expenses
|
425,965 | (71,521 | ) | 354,444 | ||||||||
(Loss) income from operations
|
(43,898 | ) | 20,358 | (23,540 | ) | |||||||
Other (income) expenses:
|
||||||||||||
Foreign exchange loss (gain)
|
32 | (29 | ) | 3 | ||||||||
Interest expense
|
1,634 | - | 1,634 | |||||||||
Debt financing costs
|
273 | - | 273 | |||||||||
Loss on modification of debt
|
82 | - | 82 | |||||||||
Other (income) expense, net
|
79 | (40 | ) | 39 | ||||||||
(Loss) income from continuing operations before income taxes
|
(45,998 | ) | 20,427 | (25,571 | ) | |||||||
Income tax (benefit) expense
|
(13,310 | ) | 5,245 | (8,065 | ) | |||||||
Net (loss) income from continuing operations
|
$ | (32,688 | ) | $ | 15,182 | $ | (17,506 | ) | ||||
Net (loss) income from continuing operations per common share - basic
|
$ | (1.06 | ) | $ | (0.57 | ) | ||||||
Net (loss) income from continuing operations per common share - diluted
|
$ | (1.06 | ) | $ | (0.57 | ) | ||||||
Weighted average shares outstanding - basic
|
30,823 | 30,823 | ||||||||||
Weighted average shares outstanding - diluted
|
30,823 | 30,823 |
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated statement of operations.
3
CROSS COUNTRY HEALTHCARE, INC.
Pro Forma Condensed Consolidated Statement of Operations For The Nine Months Ended
September 30, 2011
(Unaudited, in thousands except per share data)
Historical as
Reported
(a)
|
Clinical Trial Services Business Disposition
(d)
|
Pro Forma
Totals
|
||||||||||
Revenue from services
|
$ | 379,257 | $ | (48,870 | ) | $ | 330,387 | |||||
Operating expenses:
|
||||||||||||
Direct operating expenses
|
275,929 | (34,780 | ) | 241,149 | ||||||||
Selling, general and administrative expenses
|
87,407 | (9,018 | ) | 78,389 | ||||||||
Bad debt expense
|
235 | 10 | 245 | |||||||||
Depreciation
|
5,193 | (623 | ) | 4,570 | ||||||||
Amortization
|
2,675 | (847 | ) | 1,828 | ||||||||
Impairment charges
|
- | - | - | |||||||||
Total operating expenses
|
371,439 | (45,258 | ) | 326,181 | ||||||||
Income (loss) from operations
|
7,818 | (3,612 | ) | 4,206 | ||||||||
Other (income) expenses:
|
||||||||||||
Foreign exchange (gain) loss
|
(125 | ) | (15 | ) | (140 | ) | ||||||
Interest expense
|
2,180 | - | 2,180 | |||||||||
Debt financing costs
|
- | - | - | |||||||||
Loss on modification of debt
|
- | - | - | |||||||||
Other (income) expense, net
|
(228 | ) | - | (228 | ) | |||||||
Income (loss) from continuing operations before income taxes
|
5,991 | (3,597 | ) | 2,394 | ||||||||
Income tax expense (benefit)
|
2,425 | (1,833 | ) | 592 | ||||||||
Net income (loss) from continuing operations
|
$ | 3,566 | $ | (1,764 | ) | $ | 1,802 | |||||
Net income (loss) from continuing operations per common share - basic
|
$ | 0.11 | $ | 0.06 | ||||||||
Net income (loss) from continuing operations per common share - diluted
|
$ | 0.11 | $ | 0.06 | ||||||||
Weighted average shares outstanding - basic
|
31,159 | 31,159 | ||||||||||
Incremental common stock for stock-based compensation
|
58 | 58 | ||||||||||
Weighted average shares outstanding - diluted
|
31,217 | 31,217 |
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated statement of operations.
4
CROSS COUNTRY HEALTHCARE, INC.
Pro Forma Consolidated Statement of Operations For The Year Ended
December 31, 2011
(Unaudited)
Historical as
Reported
(a)
|
Clinical Trial Services Business Disposition
(d)
|
Pro Forma
Totals
|
||||||||||
Revenue from services
|
$ | 503,986,224 | $ | (64,608,764 | ) | $ | 439,377,460 | |||||
Operating expenses:
|
||||||||||||
Direct operating expenses
|
366,044,323 | (46,055,594 | ) | 319,988,729 | ||||||||
Selling, general and administrative expenses
|
116,538,077 | (11,993,961 | ) | 104,544,116 | ||||||||
Bad debt expense
|
578,805 | (4,348 | ) | 574,457 | ||||||||
Depreciation
|
6,790,677 | (825,675 | ) | 5,965,002 | ||||||||
Amortization
|
3,493,408 | (1,099,686 | ) | 2,393,722 | ||||||||
Total operating expenses
|
493,445,290 | (59,979,264 | ) | 433,466,026 | ||||||||
Income (loss) from operations
|
10,540,934 | (4,629,500 | ) | 5,911,434 | ||||||||
Other (income) expenses:
|
||||||||||||
Foreign exchange (gain) loss
|
(247,155 | ) | (16,812 | ) | (263,967 | ) | ||||||
Interest expense
|
2,856,109 | (66 | ) | 2,856,043 | ||||||||
Other (income) expense, net
|
(298,366 | ) | 638 | (297,728 | ) | |||||||
Income (loss) from continuing operations before income taxes
|
8,230,346 | (4,613,260 | ) | 3,617,086 | ||||||||
Income tax expense (benefit)
|
4,132,497 | (2,100,879 | ) | 2,031,618 | ||||||||
Net income (loss) from continuing operations
|
$ | 4,097,849 | $ | (2,512,381 | ) | $ | 1,585,468 | |||||
Net income (loss) from continuing operations per common share - basic
|
$ | 0.13 | $ | 0.05 | ||||||||
Net income (loss) from continuing operations per common share - diluted
|
$ | 0.13 | $ | 0.05 | ||||||||
Weighted average shares outstanding - basic
|
31,146,165 | 31,146,165 | ||||||||||
Incremental common stock for stock-based compensation
|
45,851 | 45,851 | ||||||||||
Weighted average shares outstanding - diluted
|
31,192,016 | 31,192,016 |
The accompanying notes are an integral part of the unaudited pro forma consolidated statement of operations.
5
Pro Forma Consolidated Statement of Operations For The Year Ended December 31, 2010
|
||||||
(Unaudited)
|
Historical as
Reported
(a)
|
Clinical Trial Services Business Disposition
(d)
|
Pro Forma
Totals
|
||||||||||
Revenue from services
|
$ | 468,561,524 | $ | (61,957,285 | ) | $ | 406,604,239 | |||||
Operating expenses:
|
||||||||||||
Direct operating expenses
|
336,250,100 | (43,916,591 | ) | 292,333,509 | ||||||||
Selling, general and administrative expenses
|
108,983,689 | (11,604,709 | ) | 97,378,980 | ||||||||
Bad debt expense
|
293,795 | (45,669 | ) | 248,126 | ||||||||
Depreciation
|
8,043,548 | (921,836 | ) | 7,121,712 | ||||||||
Amortization
|
3,850,867 | (1,283,063 | ) | 2,567,804 | ||||||||
Impairment charges
|
10,764,000 | - | 10,764,000 | |||||||||
Total operating expenses
|
468,185,999 | (57,771,868 | ) | 410,414,131 | ||||||||
Income (loss) from operations
|
375,525 | (4,185,417 | ) | (3,809,892 | ) | |||||||
Other (income) expenses:
|
||||||||||||
Foreign exchange loss (gain)
|
75,543 | (7,680 | ) | 67,863 | ||||||||
Interest expense
|
4,244,698 | (774 | ) | 4,243,924 | ||||||||
Other (income) expense, net
|
(173,116 | ) | 1,171 | (171,945 | ) | |||||||
Loss from continuing operations before income taxes
|
(3,771,600 | ) | (4,178,134 | ) | (7,949,734 | ) | ||||||
Income tax (benefit)
|
(996,737 | ) | (1,637,411 | ) | (2,634,148 | ) | ||||||
Net loss from continuing operations
|
$ | (2,774,863 | ) | $ | (2,540,723 | ) | $ | (5,315,586 | ) | |||
Net loss from continuing operations per common share - basic
|
$ | (0.09 | ) | $ | (0.17 | ) | ||||||
Net loss from continuing operations per common share - diluted
|
$ | (0.09 | ) | $ | (0.17 | ) | ||||||
Weighted average shares outstanding - basic
|
31,060,426 | 31,060,426 | ||||||||||
Weighted average shares outstanding - diluted
|
31,060,426 | 31,060,426 |
The accompanying notes are an integral part of the unaudited pro forma consolidated statement of operations.
6
Pro Forma Consolidated Statement of Operations For The Year Ended December 31, 2009
|
||||||
(Unaudited)
|
Historical as
Reported
(a)
|
Clinical Trial Services Business Disposition
(d)
|
Pro Forma
Totals
|
||||||||||
Revenue from services
|
$ | 578,237,482 | $ | (71,678,635 | ) | $ | 506,558,847 | |||||
Operating expenses:
|
||||||||||||
Direct operating expenses
|
424,983,996 | (50,941,206 | ) | 374,042,790 | ||||||||
Selling, general and administrative expenses
|
120,689,867 | (13,815,399 | ) | 106,874,468 | ||||||||
Bad debt expense
|
- | 107,251 | 107,251 | |||||||||
Depreciation
|
8,773,088 | (1,059,865 | ) | 7,713,223 | ||||||||
Amortization
|
4,017,968 | (1,316,831 | ) | 2,701,137 | ||||||||
Impairment charges
|
1,725,926 | (1,725,926 | ) | - | ||||||||
Legal settlement charge
|
345,000 | - | 345,000 | |||||||||
Total operating expenses
|
560,535,845 | (68,751,976 | ) | 491,783,869 | ||||||||
Income (loss) from operations
|
17,701,637 | (2,926,659 | ) | 14,774,978 | ||||||||
Other (income) expenses:
|
||||||||||||
Foreign exchange loss (gain)
|
66,433 | (5,481 | ) | 60,952 | ||||||||
Interest expense
|
6,244,831 | (2,337 | ) | 6,242,494 | ||||||||
Other (income) expense, net
|
(264,311 | ) | 195,476 | (68,835 | ) | |||||||
Income (loss) from continuing operations before income taxes
|
11,654,684 | (3,114,317 | ) | 8,540,367 | ||||||||
Income tax expense (benefit)
|
4,960,376 | (1,279,360 | ) | 3,681,016 | ||||||||
Net income (loss) from continuing operations
|
$ | 6,694,308 | $ | (1,834,957 | ) | $ | 4,859,351 | |||||
Net income (loss) from continuing operations per common share - basic
|
$ | 0.22 | $ | 0.16 | ||||||||
Net income (loss) from continuing operations per common share - diluted
|
$ | 0.22 | $ | 0.16 | ||||||||
Weighted average shares outstanding - basic
|
30,824,660 | 30,824,660 | ||||||||||
Incremental common stock for stock-based compensation
|
174,786 | 174,786 | ||||||||||
Weighted average shares outstanding - diluted
|
30,999,446 | 30,999,446 |
The accompanying notes are an integral part of the unaudited pro forma consolidated statement of operations.
7
Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2012, Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2012 and 2011, and Unaudited Pro Forma Consolidated Statements of Operations for the Years Ended December 31, 2011, 2010 and 2009
(a)
|
Represents the unaudited historical financial information as reported in the Company's Quarterly Report on Form 10-Q for the nine months ended September 30, 2012 and historical consolidated financial information which was derived from the Company's Annual Report on Form 10-K for the year ended December 31, 2011.
|
(b)
|
Represents material adjustments to reflect the sale of the clinical trial services business completed subsequent to September 30, 2012, represented in the balance sheet as of September 30, 2012, as if the transaction had occurred as of September 30, 2012.
|
(c)
|
The sale price of the clinical trial services business was an aggregate of $52,000,000 in cash, subject to certain adjustments for which a $3,750,000 indemnification escrow has been established from the cash proceeds, plus an earn-out of up to $3,750,000 related to certain performance-based milestones. Represents net up-front proceeds from the sale of the clinical trial services business, less estimated cost to sell as well as the debt repayment including debt issuance cost write-off as required under the then-existing credit agreement, are as follows.
|
Up-front proceeds
|
$ | 52,000,000 | ||
Less indemnification escrow
|
(3,750,000 | ) | ||
Less adjustment to net working capital
|
(387,757 | ) | ||
Less completion bonuses paid
|
(626,085 | ) | ||
$ | 47,236,158 | |||
Less debt payoff
|
(34,062,500 | ) | ||
Net up-front proceeds
|
$ | 13,173,658 |
(d)
|
Represents material adjustments to remove the historical operations of the clinical trial services business represented in the statements of operations for the nine months ended September 30, 2012 and 2011 and for the years ended December 31, 2011, 2010 and 2009, as applicable, as if the transaction had occurred as of January 1, 2009.
|
(e)
|
The pro forma loss on the sale of the clinical trial services business as of September 30, 2012 was calculated as follows:
|
Net proceeds
|
$ | 47,236,158 | ||
Less accrued estimated cost to sell
|
(756,592 | ) | ||
Less net book value including cumulative translation loss
|
(48,992,407 | ) | ||
Pretax Loss on sale | $ | (2,512,841 | ) | |
Tax benefit on loss
|
935,746 | |||
Loss on sale
|
$ | (1,577,096 | ) |
This loss does not include any potential impairment that may arise as a result of our annual impairment testing as of December 31, 2012. The actual gain (loss) will be determined as of the closing date, February 15, 2013, and could be materially different from this hypothetical loss.
8
(f)
|
We calculated the pro forma effective tax rate by excluding the clinical trial services business’ activity from the historical tax provision calculations. The tax rate used for the clinical trial services business disposition adjustment was the difference between the pro forma calculated rate and the historical rate. Overhead charges originally allocated to discontinued operations were reallocated to continuing operations. The applicable effective federal, state and international tax rates were then applied to the resulting income (loss) from continuing operations to determine the tax on continuing operations. The tax rate applied to the hypothetical loss on the sale represents the statutory rate applied to the gain or loss at the selling entity level. The effective tax rates for the clinical trial services business were as follows:
|
Year ended December 31, 2009
|
41.08 | % | ||
Year ended December 31, 2010
|
39.19 | % | ||
Nine months ended September 30, 2011
|
50.97 | % | ||
Year ended December 31, 2011
|
45.54 | % | ||
Nine months ended September 30, 2012
|
25.68 | % |
9