|
Delaware
|
|
0-33169
|
|
13-4066229
|
|
|
(State
or Other Jurisdiction
|
|
(Commission
|
|
(I.R.S. Employer
|
|
|
of Incorporation)
|
|
File Number)
|
|
Identification No.)
|
|
Exhibit
|
|
Description
|
|
Consent of Hammerman, Graf, Hughes & Company, Inc., Independent
Auditors
|
|
|
Unaudited
condensed consolidated balance sheet of Advantage RN, LLC and
subsidiaries as of June 30, 2017, and the related condensed
consolidated statements of operations and cash flows for the six
months ended June 30, 2017 and the six months ended June 30, 2016,
and the notes to the condensed consolidated financial
statements
|
|
|
Audited
consolidated balance sheets of Advantage RN, LLC and subsidiaries
as of December 31, 2016 and December 31, 2015 and the related
consolidated statements of operations, changes in members' equity
and cash flows for the years ended December 31, 2016 and December
31, 2015, and the notes to the consolidated financial
statements
|
|
|
Audited consolidated balance sheets of Advantage RN, LLC and
subsidiaries as of December 31, 2015 and December 31, 2014 and the
related consolidated statements of operations, changes in members'
equity and cash flows for the years ended December 31, 2015 and
December 31, 2014, and the notes to the consolidated financial
statements
|
|
|
The unaudited pro forma condensed combined statements of operations
for the six months ended June 30, 2017 and for the year ended
December 31, 2016, and the notes to the unaudited pro forma
condensed combined financial statements
|
|
CROSS COUNTRY HEALTHCARE, INC.
|
|
|
|
|
Date: September 15,
2017
|
By:
|
/s/ William J. Burns
|
|
Name: William J. Burns
|
|
|
|
Title: Chief Financial Officer
|
|
|
|
|
|
/S/
HAMMERMAN, GRAF, HUGHES &
COMPANY, INC.
|
Certified
Public Accountants
|
|
6/30/2017
|
12/31/2016
|
|
|
|
ASSETS
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
Cash
|
$3,845,461
|
$652,217
|
Accounts
receivable, trade
|
12,720,746
|
15,199,402
|
Unbilled accounts
receivable
|
1,912,230
|
1,946,892
|
Employee
advances
|
188,900
|
156,000
|
Prepaid
expenses
|
265,926
|
658,706
|
Total current
assets
|
18,933,263
|
18,613,217
|
|
|
|
PROPERTY
AND EQUIPMENT, at cost
|
|
|
Furniture, fixtures
and equipment
|
863,098
|
801,836
|
Vehicles
|
19,216
|
19,216
|
Leasehold
improvements
|
197,779
|
192,682
|
|
1,080,093
|
1,013,734
|
Less accumulated
depreciation
|
749,499
|
691,333
|
|
330,594
|
322,401
|
|
|
|
|
$19,263,857
|
$18,935,618
|
|
|
|
LIABILITIES
AND MEMBERS' EQUITY
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
Line of
credit
|
$4,643,508
|
$1,878,940
|
Current portion,
long-term debt
|
1,430,362
|
1,651,421
|
Accounts payable,
trade
|
314,288
|
18,266
|
Accrued payroll,
commissions and
|
|
|
related
expenses and withholdings
|
148,783
|
1,936,885
|
Accrued other
expenses and
|
|
|
other current
liabilities
|
1,902,521
|
430,013
|
Total current
liabilities
|
8,439,462
|
5,915,525
|
|
|
|
LONG-TERM
DEBT
|
|
|
Notes
payable
|
3,247,028
|
4,168,087
|
Less current
portion
|
1,430,362
|
1,651,421
|
|
1,816,666
|
2,516,666
|
|
|
|
MEMBERS'
EQUITY
|
9,007,729
|
10,503,427
|
|
|
|
|
$19,263,857
|
$18,935,618
|
|
2017
|
%
|
2016
|
%
|
|
|
|
|
|
REVENUE
FROM SERVICES
|
$52,526,334
|
100.0
|
$49,719,482
|
100.0
|
|
|
|
|
|
DIRECT
COSTS OF SERVICES
|
41,101,819
|
78.2
|
38,406,437
|
77.2
|
|
|
|
|
|
Gross
profit
|
11,424,515
|
21.8
|
11,313,045
|
22.8
|
|
|
|
|
|
SELLING,
GENERAL AND
|
|
|
|
|
ADMINISTRATIVE
EXPENSES
|
6,854,884
|
13.1
|
6,201,207
|
12.5
|
|
|
|
|
|
Income from
operations
|
4,569,631
|
8.7
|
5,111,838
|
10.3
|
|
|
|
|
|
OTHER
INCOME (EXPENSE)
|
|
|
|
|
Interest
income
|
1,074
|
-
|
3
|
-
|
Loss on sale
of
|
|
|
|
|
property and
equipment
|
-
|
-
|
(11,117)
|
-
|
Other
income
|
113
|
-
|
780
|
-
|
Interest
expense
|
(89,587)
|
(0.2)
|
(90,786)
|
(0.2)
|
Other
expenses
|
(59,064)
|
(0.1)
|
(33,785)
|
(0.1)
|
Legal
expenses-nonoperational
|
(382,716)
|
(0.7)
|
(242,464)
|
(0.5)
|
Organizational
costs
|
-
|
-
|
-
|
-
|
Settlements and
prior years
|
|
|
|
|
expenses-nonoperational
|
(550,876)
|
(1.1)
|
(223,123)
|
(0.4)
|
|
|
|
|
|
Total other income
(expense)
|
(1,081,056)
|
(2.1)
|
(600,492)
|
(1.2)
|
|
|
|
|
|
Net
income
|
$3,488,575
|
6.6
|
$4,511,346
|
9.1
|
|
2017
|
2016
|
|
|
|
OPERATING
ACTIVITIES
|
|
|
Net
income
|
$3,488,575
|
$4,511,346
|
Adjustments to
reconcile net income to net
|
|
|
cash provided by
operating activities:
|
|
|
Depreciation
|
58,165
|
57,786
|
Loss on sale
of property and equipment
|
-
|
11,117
|
Bad debt
expense
|
42,000
|
10,000
|
Changes in
operating assets and liabilities:
|
|
|
Accounts
receivable, trade and unbilled
|
2,471,319
|
115,936
|
Prepaid expenses
and other assets
|
389,780
|
551,878
|
Accounts payable
and accrued expenses
|
(19,572)
|
1,380,464
|
Net cash provided
by operating activities
|
6,430,267
|
6,638,527
|
|
|
|
INVESTING
ACTIVITIES
|
|
|
Employee and other
advances
|
(29,900)
|
17,600
|
Purchase of
property and equipment
|
(66,359)
|
(5,056)
|
Net cash
(used in)
provided by investing activities
|
(96,259)
|
12,544
|
|
|
|
FINANCING
ACTIVITIES
|
|
|
Net
borrowings (repayments)
on line of credit
|
2,764,568
|
(3,681,339)
|
Principal payments
on notes payable
|
(921,059)
|
(632,111)
|
Capital
withdrawals
|
(4,984,273)
|
(1,153,029)
|
Net cash used in
financing activities
|
(3,140,764)
|
(5,466,479)
|
|
|
|
Increase in cash
during the six months
|
3,193,244
|
1,184,592
|
|
|
|
Cash, beginning of
year
|
652,217
|
983,160
|
|
|
|
Cash, end of
period
|
$3,845,461
|
$2,167,752
|
|
June 30,
2017
|
December 31,
2016
|
Term
note to a bank; payable in monthly principal
|
|
|
payments
of $83,333 plus interest at LIBOR plus
|
|
|
3.00%
(4.04%
at June 30, 2017 and 3.60%
at
December
31, 2016, respectively) through
|
|
|
July
2019, and is collateralized by all business
|
|
|
assets
and guaranteed by the managing member.
|
$2,083,333
|
$2,583,333
|
|
|
|
Promissory
note to a bank; payable in monthly
|
|
|
principal
payments of $33,333 plus interest at LIBOR
|
|
|
plus
3.00% (4.04%
at June 30, 2017 and 3.59%
at
|
|
|
December
31, 2016, respectively) through April 2020,
|
|
|
and
is collateralized by substantially all assets and
|
|
|
guaranteed
by the managing member.
|
1,133,333
|
1,333,333
|
|
|
|
Promissory
note to a bank; payable in monthly
|
|
|
principal
payments of $38,889 plus interest at
|
|
|
LIBOR
plus 2.50% (3.15%
at June 30, 2017 and
|
|
|
December
31, 2016),
|
|
|
through
January 2017.
|
-
|
38,889
|
|
|
|
Installment
loan agreements with finance companies;
|
|
|
payable
in monthly principal and interest payments of
|
|
|
$30,312
with interest at 4.45% to 5.06%, matures
|
|
|
July
2017, and are uncollateralized.
|
30,362
|
212,532
|
Total long-term debt
|
3,247,028
|
4,168,087
|
Less current portion
|
1,430,362
|
1,651,421
|
|
$1,816,666
|
$2,516,666
|
Advantage RN, LLC and Subsidiaries
|
||
Consolidated Balance Sheets
|
||
December 31, 2016 and 2015
|
|
2016
|
2015
|
|
|
|
ASSETS
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
Cash
|
$652,217
|
$983,160
|
Accounts
receivable, trade
|
15,199,402
|
14,477,624
|
Unbilled
accounts receivable
|
1,946,892
|
1,325,565
|
Employee
advances
|
156,000
|
189,200
|
Prepaid
expenses
|
658,706
|
786,335
|
Total
current assets
|
18,613,217
|
17,761,884
|
|
|
|
PROPERTY AND EQUIPMENT, at cost
|
|
|
Furniture,
fixtures and equipment
|
801,836
|
1,038,267
|
Vehicles
|
19,216
|
111,087
|
Leasehold
improvements
|
192,682
|
296,921
|
|
1,013,734
|
1,446,275
|
Less
accumulated depreciation
|
691,333
|
1,021,342
|
|
322,401
|
424,933
|
|
|
|
|
$18,935,618
|
$18,186,817
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
Line
of credit
|
$1,878,940
|
$5,567,117
|
Current
portion, long-term debt
|
1,651,421
|
1,098,575
|
Accounts
payable, trade
|
18,266
|
473,931
|
Accrued
payroll, commissions and
|
|
|
related
expenses and withholdings
|
1,936,885
|
1,437,307
|
Accrued
other expenses and
|
|
|
other
current liabilities
|
430,013
|
110,675
|
Total
current liabilities
|
5,915,525
|
8,687,605
|
|
|
|
LONG-TERM DEBT
|
|
|
Notes
payable
|
4,168,087
|
2,470,797
|
Less
current portion
|
1,651,421
|
1,098,575
|
|
2,516,666
|
1,372,222
|
|
|
|
MEMBERS' EQUITY
|
10,503,427
|
8,126,990
|
|
$18,935,618
|
$18,186,817
|
Advantage RN, LLC and Subsidiaries
|
||||
Consolidated Statements of Income
|
||||
Years Ended December 31, 2016 and 2015
|
|
2016
|
%
|
2015
|
%
|
|
|
|
|
|
REVENUE FROM SERVICES
|
$103,692,486
|
100.0
|
$83,440,209
|
100.0
|
|
|
|
|
|
DIRECT COSTS OF SERVICES
|
80,238,741
|
77.4
|
64,738,365
|
77.6
|
|
|
|
|
|
Gross
profit
|
23,453,745
|
22.6
|
18,701,844
|
22.4
|
|
|
|
|
|
SELLING, GENERAL AND
|
|
|
|
|
ADMINISTRATIVE EXPENSES
|
13,313,143
|
12.8
|
11,699,605
|
14.0
|
|
|
|
|
|
Income
from operations
|
10,140,602
|
9.8
|
7,002,239
|
8.4
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
Interest
income
|
431
|
-
|
108
|
-
|
Loss
on sale of
|
|
|
|
|
property
and equipment
|
(11,229)
|
-
|
-
|
-
|
Other
income
|
2,666
|
-
|
6,490
|
-
|
Interest
expense
|
(191,580)
|
(0.2)
|
(217,111)
|
(0.3)
|
Other
expenses
|
(392,453)
|
(0.4)
|
(105,101)
|
(0.1)
|
Legal
expenses-nonoperational
|
(461,731)
|
(0.4)
|
(54,870)
|
(0.1)
|
Organizational
costs
|
(79,398)
|
(0.1)
|
(116,036)
|
(0.1)
|
Settlements
and prior years
|
|
|
|
|
expenses-nonoperational
|
(472,555)
|
(0.5)
|
(488,659)
|
(0.6)
|
|
|
|
|
|
Total
other income (expense)
|
(1,605,849)
|
(1.5)
|
(975,179)
|
(1.2)
|
|
|
|
|
|
Net
income
|
$8,534,753
|
8.3
|
$6,027,060
|
7.2
|
Advantage RN, LLC and Subsidiaries
|
||
Consolidated Statements of Members' Equity
|
||
Years Ended December 31, 2016 and 2015
|
|
2016
|
2015
|
|
|
|
BEGINNING BALANCE
|
$8,126,990
|
$5,080,694
|
|
|
|
Net
income
|
8,534,753
|
6,027,060
|
|
|
|
Capital
withdrawals
|
(6,158,316)
|
(2,980,764)
|
|
|
|
ENDING BALANCE
|
$10,503,427
|
$8,126,990
|
Advantage RN, LLC and Subsidiaries
|
||
Consolidated Statements of Cash Flows
|
||
Years Ended December 31, 2016 and 2015
|
|
2016
|
2015
|
|
|
|
OPERATING ACTIVITIES
|
|
|
Net
income
|
$8,534,753
|
$6,027,060
|
Adjustments
to reconcile net income to net
|
|
|
cash
provided by (used in) operating activities:
|
|
|
Depreciation
|
122,149
|
117,881
|
Loss
on sale of property and equipment
|
11,229
|
-
|
Bad
debt expense
|
52,548
|
25,387
|
Changes
in operating assets and liabilities:
|
|
|
Accounts
receivable, trade and unbilled
|
(1,395,653)
|
(5,322,015)
|
Prepaid
expenses and other assets
|
127,629
|
70,609
|
Accounts
payable and accrued expenses
|
363,251
|
(1,491,014)
|
Net
cash provided by (used in) operating activities
|
7,815,906
|
(572,092)
|
|
|
|
INVESTING ACTIVITIES
|
|
|
Employee
and other advances
|
33,200
|
-
|
Proceeds
from sale of property and equipment
|
56,500
|
-
|
Purchase
of property and equipment
|
(87,346)
|
(256,653)
|
Net
cash provided by (used in) investing activities
|
2,354
|
(256,653)
|
|
|
|
FINANCING ACTIVITIES
|
|
|
Net
(repayments) borrowings on line of credit
|
(3,688,177)
|
2,295,774
|
Borrowings
on note payable
|
3,413,275
|
2,000,000
|
Principal
payments on notes payable
|
(1,715,985)
|
(862,058)
|
Capital
withdrawals
|
(6,158,316)
|
(2,980,764)
|
Net
cash (used in) provided by financing activities
|
(8,149,203)
|
452,952
|
|
|
|
Decrease
in cash during the year
|
(330,943)
|
(375,793)
|
|
|
|
Cash,
beginning of year
|
983,160
|
1,358,953
|
|
|
|
Cash,
end of year
|
$652,217
|
$983,160
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
Cash
paid during the year for interest
|
$205,996
|
$218,163
|
Cash
paid during the year for state income taxes
|
$84,228
|
$185,333
|
|
2016
|
2015
|
Term
note to a bank; payable in monthly principal
|
|
|
payments
of $83,333 plus interest at LIBOR plus
|
|
|
3.00%,
(3.60% at December 31, 2016) through
|
|
|
July
2019, and is collateralized by all business
|
|
|
assets
and guaranteed by the managing member.
|
$2,583,333
|
$-
|
|
|
|
Promissory
note to a bank; payable in monthly
|
|
|
principal
payments of $33,333 plus interest at LIBOR
|
|
|
plus
3.00% (3.59% and 3.42% a December 31,
|
|
|
2016
and 2015, respectively) through April 2020,
|
|
|
and
is collateralized by substantially all assets and
|
|
|
guaranteed
by the managing member.
|
1,333,333
|
1,733,333
|
|
|
|
Promissory
note to a bank; payable in monthly
|
|
|
principal
payments of $38,889 plus interest at
|
|
|
LIBOR
plus 2.50% (3.15% and 2.92% at
|
|
|
December
31, 2016 and 2015, respectively),
|
|
|
through
January 2017.
|
38,889
|
505,556
|
|
|
|
Installment
loan agreements with finance companies;
|
|
|
payable
in monthly principal and interest payments of
|
|
|
$30,312
with interest at 4.45% to 5.06%, matures
|
|
|
July
2017, and are uncollateralized.
|
212,532
|
231,908
|
Total long-term debt
|
4,168,087
|
2,470,797
|
Less current portion
|
1,651,421
|
1,098,575
|
|
$2,516,666
|
$1,372,222
|
Advantage RN, LLC and Subsidiaries
|
||
Consolidated Balance Sheets
|
||
December 31, 2015 and 2014
|
|
2015
|
2014
|
|
|
|
ASSETS
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
Cash
|
$983,160
|
$1,358,953
|
Accounts
receivable, trade
|
14,477,624
|
8,429,242
|
Unbilled
accounts receivable
|
1,325,565
|
2,077,319
|
Employee
advances
|
189,200
|
167,000
|
Prepaid
expenses
|
786,335
|
873,572
|
Total
current assets
|
17,761,884
|
12,906,086
|
|
|
|
PROPERTY AND EQUIPMENT, at cost
|
|
|
Furniture,
fixtures and equipment
|
1,038,267
|
995,933
|
Vehicles
|
111,087
|
72,499
|
Leasehold
improvements
|
296,921
|
121,191
|
|
1,446,275
|
1,189,623
|
Less
accumulated depreciation
|
1,021,342
|
903,462
|
|
424,933
|
286,161
|
|
|
|
Employee
advances
|
-
|
5,572
|
|
|
|
|
$18,186,817
|
$13,197,819
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
Line
of credit
|
$5,567,117
|
$3,271,343
|
Current
portion, long-term debt
|
1,098,575
|
827,300
|
Accounts
payable, trade
|
473,931
|
658,528
|
Accrued
payroll, commissions and
|
|
|
related
expenses and withholdings
|
1,437,307
|
2,438,671
|
Accrued
other expenses and
|
|
|
other
current liabilities
|
110,675
|
415,728
|
Total
current liabilities
|
8,687,605
|
7,611,570
|
|
|
|
LONG-TERM DEBT
|
|
|
Notes
payable
|
2,470,797
|
1,332,855
|
Less
current portion
|
1,098,575
|
827,300
|
|
1,372,222
|
505,555
|
|
|
|
MEMBERS' EQUITY
|
8,126,990
|
5,080,694
|
|
|
|
|
$18,186,817
|
$13,197,819
|
Advantage RN, LLC and Subsidiaries
|
|||||
Consolidated Statements of Income
|
|||||
Years Ended December 31, 2015 and 2014
|
|
2015
|
%
|
2014
|
%
|
|
|
|
|
|
REVENUE FROM SERVICES
|
$83,440,209
|
100.0
|
$63,720,986
|
100.0
|
|
|
|
|
|
DIRECT COSTS OF SERVICES
|
64,738,365
|
77.6
|
49,602,003
|
77.8
|
|
|
|
|
|
Gross
profit
|
18,701,844
|
22.4
|
14,118,983
|
22.2
|
|
|
|
|
|
SELLING, GENERAL AND
|
|
|
|
|
ADMINISTRATIVE EXPENSES
|
11,699,605
|
14.0
|
10,147,932
|
15.9
|
|
|
|
|
|
Income
from operations
|
7,002,239
|
8.4
|
3,971,051
|
6.2
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
Interest
income
|
108
|
-
|
7,607
|
-
|
Loss
on sale of
|
|
|
|
|
property
and equipment
|
-
|
-
|
(1,027)
|
-
|
Other
income
|
6,490
|
-
|
204,401
|
0.3
|
Interest
expense
|
(217,111)
|
(0.3)
|
(133,716)
|
(0.2)
|
Other
expenses
|
(105,101)
|
(0.1)
|
(91,276)
|
(0.1)
|
Legal
expenses
|
(54,870)
|
(0.1)
|
(621,195)
|
(1.0)
|
Organizational
costs
|
(116,036)
|
(0.1)
|
(75,208)
|
(0.1)
|
Settlements
|
(488,659)
|
(0.6)
|
(820,637)
|
(1.3)
|
|
|
|
|
|
Total
other income (expense)
|
(975,179)
|
(1.2)
|
(1,531,051)
|
(2.4)
|
|
|
|
|
|
Net
income
|
$6,027,060
|
7.2
|
$2,440,000
|
3.8
|
Advantage RN, LLC and Subsidiaries
|
||
Consolidated Statements of Members' Equity
|
||
Years Ended December 31, 2015 and 2014
|
|
2015
|
2014
|
|
|
|
BEGINNING BALANCE
|
$5,080,694
|
$5,777,250
|
|
|
|
Net
income
|
6,027,060
|
2,440,000
|
|
|
|
Distributions
|
(2,980,764)
|
(3,136,556)
|
|
|
|
ENDING BALANCE
|
$8,126,990
|
$5,080,694
|
Advantage RN, LLC and Subsidiaries
|
||
Consolidated Statements of Cash Flows
|
||
Years Ended December 31, 2015 and 2014
|
|
2015
|
2014
|
|
|
|
OPERATING ACTIVITIES
|
|
|
Net
income
|
$6,027,060
|
$2,440,000
|
Adjustments
to reconcile net income to net
|
|
|
cash
(used in) provided by operating activities:
|
|
|
Depreciation
|
117,881
|
123,142
|
Loss
on sale of property and equipment
|
-
|
1,027
|
Bad
debt expense
|
25,387
|
151,641
|
Changes
in operating assets and liabilities:
|
|
|
Accounts
receivable, trade and unbilled
|
(5,322,015)
|
(1,617,338)
|
Prepaid
expenses and other assets
|
70,609
|
(115,475)
|
Accounts
payable and accrued expenses
|
(1,491,014)
|
1,020,175
|
Net
cash (used in) provided by operating activities
|
(572,092)
|
2,003,172
|
|
|
|
INVESTING ACTIVITIES
|
|
|
Employee
and other advances
|
-
|
18,902
|
Proceeds
from sale of property and equipment
|
-
|
13,500
|
Purchase
of property and equipment
|
(256,653)
|
(91,056)
|
Net
cash used in investing activities
|
(256,653)
|
(58,654)
|
|
|
|
FINANCING ACTIVITIES
|
|
|
Net
borrowings on line of credit
|
2,295,774
|
2,348,434
|
Proceeds
from note payable
|
2,000,000
|
-
|
Principal
payments on notes payable
|
(862,058)
|
(790,379)
|
Distributions
|
(2,980,764)
|
(3,136,556)
|
Net
cash provided by (used in) financing activities
|
452,952
|
(1,578,501)
|
|
|
|
(Decrease)
increase in cash during the year
|
(375,793)
|
366,017
|
|
|
|
Cash,
beginning of year
|
1,358,953
|
992,936
|
|
|
|
Cash,
end of year
|
$983,160
|
$1,358,953
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
Cash
paid during the year for interest
|
$218,163
|
$130,164
|
Cash
paid during the year for state income taxes
|
$100,846
|
$310,262
|
|
2015
|
2014
|
|
|
|
Promissory
note to a bank;
|
|
|
payable
in monthly principal
|
|
|
payments
of $33,333 with
|
|
|
interest
at LIBOR plus 3.00%,
|
|
|
(3.422%
at December 31, 2015) ,
|
|
|
matures
April 2020, and is
|
|
|
collateralized
by all business assets
|
|
|
and
guaranteed by the managing
|
|
|
member.
|
$1,733,333
|
$-
|
|
|
|
Promissory
note to a bank;
|
|
|
payable
in monthly principal
|
|
|
payments
of $38,889 with
|
|
|
interest
at LIBOR plus 2.50%,
|
|
|
(2.922%
at December 31, 2015 and
|
|
|
2.669%
at December 31, 2014),
|
|
|
matures
January 2017, and is
|
|
|
collateralized
by all business assets.
|
505,556
|
972,222
|
|
|
|
Promissory
note to a bank;
|
|
|
payable
in monthly principal
|
|
|
and
interest payments of
|
|
|
$15,430
matured August 2015.
|
-
|
102,059
|
|
|
|
Installment
loan agreements with
|
|
|
finance
companies; payable
|
|
|
in
monthly principal and
|
|
|
interest
payments of $33,130,
|
|
|
with
interest at 3.95% to
|
|
|
4.99%,
matures July 2016,
|
|
|
and
are uncollateralized.
|
231,908
|
258,574
|
|
$2,470,797
|
$1,332,855
|
|
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
|
|
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
|
|
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
|