US Market News
4週前
Cross Country Healthcare to be Acquired by Knox Lane in All-Cash Transaction Valued at $437 MillionMay 6, 2026 5:32 PM
Business Wire Cross Country Healthcare, Inc. (NASDAQ: CCRN) (“Cross Country Healthcare” or the “Company”) a leading, technology-driven healthcare workforce solutions company, today announced that it has entered into a definitive agreement to be acquired by Knox Lane, a growth-oriented investment firm. Under the terms of the agreement, Knox Lane will acquire all outstanding shares of Cross Country Healthcare common stock for $13.25 per share in an all-cash transaction valued at $437 million. The transaction represents a premium of approximately 31 percent to Cross Country Healthcare’s closing price on May 6, 2026, and a 45 percent premium to the Company’s volume-weighted average trading price for the 90-day period ended May 6, 2026. Upon completion of the transaction, Cross Country Healthcare will become a privately held platform company in Knox Lane’s portfolio and will cease trading on Nasdaq stock exchange. “We are excited to be working with Knox Lane, who brings significant and direct expertise in our sector to help Cross Country Healthcare enter its next phase of growth, while delivering significant and immediate value to our stockholders,” said Kevin Clark, Co-Founder, Chairman and Chief Executive Officer of Cross Country Healthcare. “Knox Lane truly appreciates our iconic brand and the strength of our platform, especially the proprietary technology we’ve built on four decades of real-world experience. That foundation uniquely positions organizations to design, predict, and optimize labor strategies with market-leading precision. Just as important, Knox Lane recognizes the exceptional team behind it all, delivering best-in-class solutions to our clients and the thousands of professionals we proudly support every day,” he continued. “Cross Country Healthcare is a longstanding leader and innovator in healthcare workforce solutions, with an unparalleled focus on delivering clinical excellence,” said John Bailey, Managing Partner at Knox Lane and Shamik Patel, Partner at Knox Lane. “We are excited to leverage our extensive experience to bring added strategic focus and capabilities to the business to build on its already strong foundation, technology, and customer relationships.” Transaction Details The proposed transaction is expected to close in the third quarter of 2026, subject to customary closing conditions, including approval by Cross Country Healthcare stockholders and required regulatory approvals. Upon completion of the transaction, the Company will continue to operate under the Cross Country Healthcare name and brand. Additional details regarding the transaction will be included in a Current Report on Form 8-K to be filed by Cross Country Healthcare with the U.S. Securities and Exchange Commission (“SEC”). Advisors BofA Securities, Inc. is serving as exclusive financial advisor to Cross Country Healthcare and Davis Polk & Wardwell LLP is serving as legal counsel. MTS Health Partners is serving as exclusive financial advisor to Knox Lane and Kirkland & Ellis LLP is serving as its legal counsel. About Cross Country Healthcare, Inc. Cross Country Healthcare, Inc. (Nasdaq: CCRN) is a technology-driven healthcare workforce solutions company, delivering an AI-powered digital platform and advisory services backed by 40 years of healthcare labor expertise to help health systems optimize and sustain their entire labor ecosystem. Through Intellify®, its cloud-based workforce and vendor management platform designed to integrate with core hospital systems, Cross Country helps improve transparency across the labor ecosystem. Intellify® unifies workforce management across service lines, including non-clinical, nursing, allied health, and locums, into a single, centralized view of internal and contingent labor. Powered by real-time analytics and AI-driven insights, the platform helps leaders forecast demand, optimize labor utilization, streamline workflows, and improve cost efficiency while supporting high-quality care delivery. About Knox Lane Based in San Francisco, Knox Lane is a growth-oriented investment firm comprised of a team of accomplished investors and operators with a shared work history and a strong track record of partnering with leading companies to accelerate transformational growth. Knox Lane employs an investor-operator mindset and seeks to provide support across a number of business components, including human capital, brand management, AI & end-to-end digital transformation, sourcing, supply chain and logistics, strategic acquisitions and business development. For more information, please visit www.knoxlane.com. Important Information and Where to Find It This communication relates to the proposed transaction (the “Merger”) between the Company and Knox Lane, as contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 6, 2026, by and among the Company, KL Criss Cross Intermediate, LLC (“Parent”), and KL Criss Cross Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”). In connection with this proposed Merger, the Company will file a definitive proxy statement on Schedule 14A (the “proxy statement”) or other documents with the SEC. This communication is not a substitute for any proxy statement or other document the Company may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and/or a notice of internet availability of proxy materials, when available, will be mailed to the Company’s stockholders of record as of the close of business on the record date for the Company’s stockholders meeting, as applicable. Investors and security holders will be able to obtain free copies of these documents, when available, and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s internet website at https://ir.crosscountryhealthcare.com/ or by contacting the Company’s primary investor relations contact by email at jvogel @ruby2usday-8310. Participants in the Solicitation The Company, Parent, Merger Sub, their respective directors, and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed Merger. Information about the directors and executive officers of the Company, their ownership of shares of the Company’s common stock, and the Company’s transactions with related persons is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 10, 2026, in its definitive proxy statement on Schedule 14A for its 2026 Annual Meeting of Stockholders in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Related Party Transactions”, which was filed with the SEC on March 30, 2026, as amended by Amendment No. 1 thereto filed on April 2, 2026, certain of its Quarterly Reports on Form 10-Q, and certain of its Current Reports on Form 8-K. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. No Offer or Solicitation This communication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Forward Looking Statements This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements regarding the proposed Merger, including the expected timing and closing of the proposed Merger; the Company’s ability to consummate the proposed Merger; the expected benefits of the proposed Merger and other considerations taken into account by the Company’s Board of Directors in approving the proposed Merger; the amounts to be received by stockholders; and expectations for the Company prior to and following the closing of the proposed Merger, may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of the Company based on current expectations and assumptions relating to the Company’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties, and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: (i) the timing to consummate the proposed Merger, (ii) the risk that a condition of closing of the proposed Merger may not be satisfied or that the closing of the proposed Merger might otherwise not occur, (iii) the risk that a regulatory approval that may be required for the proposed Merger is not obtained or is obtained subject to conditions that are not anticipated, (iv) the diversion of management time on transaction-related issues, (v) risks related to disruption of management time from ongoing business operations due to the proposed Merger, (vi) the risk that any announcements relating to the proposed Merger could have adverse effects on the market price of the Company’s common stock, (vii) the risk that the proposed Merger and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, (viii) the occurrence of any event, change, or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee, (ix) the risk that competing offers will be made, (x) unexpected costs, charges or expenses resulting from the Merger, (xi) potential litigation relating to the Merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers, or officers, including the effects of any outcomes related thereto, (xii) worldwide economic or political changes that affect the markets that the Company’s businesses serve which could have an effect on demand for the Company’s services and impact the Company’s profitability, (xiii) effects from global pandemics, epidemics, or other public health crises, (xiv) changes in marketplace conditions, such as alternative modes of healthcare delivery, reimbursement, and customer needs, and (xv) disruptions in the global credit and financial markets, including diminished liquidity and credit availability, changes in international trade agreements, including tariffs and trade restrictions, cyber-security vulnerabilities, foreign currency volatility, swings in consumer confidence and spending, costs of providing services, retention of key employees, and outcomes of legal proceedings, claims and investigations. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s filings with the SEC, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and in the Company’s other filings with the SEC. The list of factors is not intended to be exhaustive. These forward-looking statements speak only as of the date of this communication, and, except as may be required by applicable law, the Company does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of the Company. View source version on businesswire.com: https://www.businesswire.com/news/home/20260506144806/en/ Cross Country Healthcare Investors
Josh Vogel,
Vice President, Investor Relations
US Market News
3月前
Cross Country Healthcare Announces Fourth Quarter and Full Year 2025 Financial ResultsMarch 4, 2026 4:15 PM
Business Wire
Cross Country Healthcare, Inc. (the “Company,” “Cross Country,” “we,” “us,” and “our”) (Nasdaq: CCRN) today announced financial results for its fourth quarter and full year ended December 31, 2025.
SELECTED FINANCIAL INFORMATION:
Dollars are in thousands, except per share amounts
Q4 2025
Variance
Q4 2025 vs
Q4 2024
Variance
Q4 2025 vs
Q3 2025
Full Year 2025
Variance
2025 vs
2024
Revenue
$
236,761
(24
)
%
(5
)
%
$
1,054,293
(22
)
%
Gross profit margin*
20.3
%
30
bps
(10
)
bps
20.3
%
(10
)
bps
Net loss attributable to common stockholders
$
(82,929
)
(2,110
)
%
(1,637
)
%
$
(94,852
)
(552
)
%
Diluted EPS
$
(2.56
)
$
(2.44
)
$
(2.41
)
$
(2.93
)
$
(2.49
)
Adjusted EBITDA*
$
4,067
(56
)
%
(38
)
%
$
26,801
(45
)
%
Adjusted EBITDA margin*
1.7
%
(130
)
bps
(90
)
bps
2.5
%
(120
)
bps
Adjusted EPS*
$
(0.06
)
$
(0.10
)
$
(0.09
)
$
0.02
$
(0.44
)
Cash flows provided by operations
$
18,239
(25
)
%
(9
)
%
$
48,251
(60
)
%
* Represents amounts that are not calculated in accordance with U.S. generally accepted accounting principles (GAAP) and are referred to as non-GAAP measures. Please refer to the accompanying discussion below of how these non-GAAP financial measures are calculated and used under “Non-GAAP Financial Measures” and the tables reconciling these measures to the closest GAAP measure.
Fourth Quarter and Full Year Business Highlights
735 facilities, over 5,900 users, and 5.7 million hours processed in 2025 with Intellify®
95% of MSP and vendor neutral clients are now live on Intellify®
Continued positive cash flow from operations for the quarter and year
Strong balance sheet with $109 million of cash on hand and no debt as of December 31, 2025
Repurchased over 800,000 shares, or 2.5% of common stock outstanding in the fourth quarter
Reduced US headcount by 21% in 2025, driving cost savings through our India center of excellence
“In addition to a challenging market backdrop, particularly for travel staffing, our performance last year was certainly impacted by the protracted merger process. As we enter 2026 unencumbered and laser focused, I’m encouraged, not just by the signs of an improving market, but also by the returns from the investments and actions we have taken already,” said Kevin C. Clark, Co-Founder, Chairman, and CEO. He continued, “The engine of our growth is centered around our proprietary technology Intellify® and along with strategic investments in revenue producers and the leverage of our robust balance sheet, I believe we will see sequential progression throughout 2026. Our goal is to exit the year at a revenue run-rate north of $1 billion and a profit margin between four and five percent.”
Fourth quarter consolidated revenue was $236.8 million, a decrease of 24% year-over-year and 5% sequentially. Consolidated gross profit margin was 20.3%, up 30 basis points year-over-year and down 10 basis points sequentially. Net loss attributable to common stockholders was $82.9 million, as compared to a net loss of $3.8 million in the prior year and a net loss of $4.8 million in the prior quarter. The current period net loss was primarily driven by a goodwill and trade name impairment charge of $77.9 million as well as a $29.6 million valuation allowance against deferred tax assets. The goodwill impairment assessment and related charge was primarily triggered by the fourth quarter decline in the Company’s equity market capitalization following the termination of the Aya Merger Agreement.
Diluted earnings per share (EPS) was a net loss of $2.56, as compared to a net loss of $0.12 in the prior year and a net loss of $0.15 in the prior quarter. Adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) was $4.1 million, or 1.7% of revenue, as compared with $9.3 million, or 3.0% of revenue, in the prior year, and $6.5 million, or 2.6% of revenue, in the prior quarter. Adjusted EPS was $(0.06), as compared to $0.04 in the prior year and $0.03 in the prior quarter.
For the year ended December 31, 2025, consolidated revenue was $1.1 billion, a decrease of 22% year-over-year. Consolidated gross profit margin was 20.3%, down 10 basis points year-over-year. Net loss attributable to common stockholders was $94.9 million, or $2.93 per diluted share, as compared to a net loss of $14.6 million, or $0.44 per diluted share, in the prior year. Adjusted EBITDA was $26.8 million, or 2.5% of revenue, as compared to $49.1 million, or 3.7% of revenue, in the prior year. Adjusted EPS was $0.02, as compared to $0.46 in the prior year.
Quarterly Business Segment Highlights
Nurse and Allied Staffing
Revenue was $194.2 million, a decrease of 24% year-over-year and 4% sequentially. Contribution income was $12.6 million, as compared to $20.3 million in the prior year and $14.2 million in the prior quarter. Average field contract personnel on a full-time equivalent (FTE) basis was 6,318, as compared with 7,621 in the prior year and 6,371 in the prior quarter. Revenue per FTE per day was $333, as compared to $363 in the prior year and $343 in the prior quarter.
Physician Staffing
Revenue was $42.5 million, a decrease of 20% year-over-year and 12% sequentially. Contribution income was $3.3 million, as compared to $3.5 million in the prior year and $4.3 million in the prior quarter. Total days filled were 18,599, as compared with 25,427 in the prior year and 20,695 in the prior quarter. Revenue per day filled was $2,286, as compared with $2,085 in the prior year and $2,324 in the prior quarter.
Cash Flow and Balance Sheet Highlights
Net cash provided by operating activities for the three months ended December 31, 2025 was $18.2 million, as compared to $24.2 million for the three months ended December 31, 2024 and $20.1 million for the three months ended September 30, 2025. For the year ended December 31, 2025, net cash provided by operating activities was $48.3 million, as compared to $120.1 million in the prior year.
In connection with its termination of the Aya Merger Agreement, a termination fee of $20.0 million was paid to the Company during the fourth quarter. The Company recorded the Aya termination fee within operating cash flows for the three months and year ended December 31, 2025. The net cash operating inflows associated with the Aya Merger were $14.2 million and $5.8 million for the three months and year ended December 31, 2025, respectively.
During the fourth quarter, the Company repurchased a total of 0.8 million shares of its common stock for an aggregate price of $6.5 million, at an average market price of $8.10 per share. As of December 31, 2025, the Company had 31.7 million unrestricted shares outstanding and $34.0 million remaining for share repurchase.
At December 31, 2025, the Company had $108.7 million in cash and cash equivalents with no debt outstanding. There were no borrowings drawn under its revolving senior secured asset-based credit facility (ABL). As of December 31, 2025, borrowing base availability under the ABL was $114.6 million, with $96.3 million of availability net of $18.3 million of letters of credit.
Outlook for First Quarter 2026
The guidance below applies to management’s expectations for the first quarter of 2026.
Q1 2026 Range
Year-over-Year
Sequential
Change
Change
Revenue
$235 million - $240 million
(20)% - (18)%
(1)% - 1%
Adjusted EBITDA*
$4.0 million - $5.0 million
(54)% - (42)%
(2)% - 23%
Adjusted EPS*
$(0.06) - $(0.04)
$(0.12) - $(0.10)
$0 - $0.02
* Refer to discussion of non-GAAP financial measures and the reconciliation tables below.
The above estimates are based on current management expectations and, as such, are forward-looking and actual results may differ materially. The above ranges do not include the potential impact of any future divestitures, mergers, acquisitions, or other business combinations, changes in debt structure, or future significant share repurchases.
INVITATION TO CONFERENCE CALL
The Company will hold its quarterly conference call on Wednesday, March 4, 2026, at 5:00 P.M. Eastern Time to discuss its fourth quarter and full year 2025 financial results. This call will be webcast live and can be accessed at the Company’s website at ir.crosscountry.com or by dialing 800-369-2163 from anywhere in the U.S. or by dialing 773-756-4715 from non-U.S. locations - Passcode: Cross Country. A replay of the webcast will be available from March 4th through March 18th on the Company’s website and a replay of the conference call will be available by telephone by calling 866-360-7724 from anywhere in the U.S. or 203-369-0176 from non-U.S. locations - Passcode: 2047.
ABOUT CROSS COUNTRY HEALTHCARE
Cross Country Healthcare, Inc. (Nasdaq: CCRN) is a healthcare workforce solutions company delivering an AI-powered digital platform and advisory services, backed by nearly 40 years of healthcare labor expertise, to help health systems optimize and sustain their entire labor ecosystem.
Through Intellify®, Cross Country's cloud-based workforce management and vendor management system, health systems gain clear visibility across internal and contingent labor. Intellify® integrates with core hospital systems and brings all service lines, including non-clinical, nursing, allied health, and locums, into one centralized view. Powered by real-time analytics and AI-driven insights, Intellify® helps leaders make smarter workforce decisions, streamline operations, reduce labor costs, improve flexibility, and support high-quality outcomes.
Copies of this and other press releases, as well as additional information about the Company, can be accessed online at ir.crosscountry.com. Stockholders and prospective investors can also register to automatically receive the Company’s press releases, filings with the Securities and Exchange Commission (SEC), and other notices by e-mail.
NON-GAAP FINANCIAL MEASURES
This press release and the accompanying financial statement tables reference non-GAAP financial measures, such as gross profit margin, adjusted EBITDA, adjusted EBITDA margin, and adjusted EPS. 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 GAAP. Such non-GAAP financial measures are provided for consistency and comparability to prior year results; furthermore, management believes such non-GAAP financial measures are useful to investors when evaluating the Company’s performance, as such non-GAAP financial measures exclude certain items that management believes are not indicative of the Company’s future operating performance. Pro forma measures, if applicable, are adjusted to include the results of our acquisitions, and exclude the results of divestments, as if the transactions occurred in the beginning of the periods mentioned. Such non-GAAP financial measures may differ materially from the non-GAAP financial measures used by other companies. The financial statement tables that accompany this press release include a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure and a more detailed discussion of each financial measure; as such, the financial statement tables should be read in conjunction with the presentation of these non-GAAP financial measures.
In addition, forward-looking adjusted EBITDA and adjusted EPS for the first quarter of 2026 exclude potential charges or gains that may be recorded during the fiscal year, including among other things, the potential impact of any future divestitures, mergers, acquisitions, or other business combinations, changes in debt structure, or future significant share repurchases. We have not attempted to provide reconciliations of such forward-looking non-GAAP earnings guidance to the comparable GAAP measure, as permitted by Item 10(e)(1)(i)(B) of Regulation S-K, because the impact and timing of these potential charges or gains is inherently uncertain and difficult to predict and is unavailable without unreasonable efforts. In addition, the Company believes such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of our financial performance.
FORWARD LOOKING STATEMENTS
This press release contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this press release that are not statements of historical fact, including statements relating to our future results (including business trends), may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of the Company based on current expectations and assumptions relating to the Company’s business, the economy, and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions, or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties, and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: (i) worldwide economic or political changes that affect the markets that the Company’s businesses serve, which could have an effect on demand for the Company’s services and impact the Company’s profitability, (ii) effects from global pandemics, epidemics, or other public health crises, (iii) changes in marketplace conditions, such as alternative modes of healthcare delivery, reimbursement and customer needs, (iv) disruptions in the global credit and financial markets, including diminished liquidity and credit availability, changes in international trade agreements, including tariffs and trade restrictions, foreign currency volatility, swings in consumer confidence and spending, and the overall macroeconomic environment, (v) the functioning of our information systems and the effect of cyber security risks and cyber incidents on our business, (vi) demand for the healthcare services that we provide, both nationally and in the regions in which we operate, (vii) leadership transitions and retention of key employees, (viii) our ability to attract and retain qualified nurses, physicians, and other healthcare personnel, (ix) costs and availability of short-term housing for our travel healthcare professionals, (x) the effect of existing or future government regulation and federal and state legislative and enforcement initiatives on our business, and (xi) outcomes of regulatory and legal proceedings, claims, and investigations. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s filings with the SEC, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and in the Company’s other filings with the SEC. The list of factors is not intended to be exhaustive.
These forward-looking statements speak only as of the date of this press release. Except as may be required by applicable law, the Company does not assume any obligation to update or revise any forward-looking statement made in this press release or that may from time to time be made by or on behalf of the Company.
Cross Country Healthcare, Inc.
Consolidated Statements of Operations
(Unaudited, amounts in thousands, except per share data)
Three Months Ended
Year Ended
December 31,
December 31,
September 30,
December 31,
December 31,
2025
2024
2025
2025
2024
Revenue from services
$
236,761
$
309,940
$
250,052
$
1,054,293
$
1,344,004
Operating expenses:
Direct operating expenses
188,779
247,948
199,125
840,722
1,069,752
Selling, general and administrative expenses
51,250
55,573
46,894
200,680
233,377
Credit loss expense (credit)
355
(228
)
(861
)
(441
)
21,432
Depreciation and amortization
3,833
4,341
4,088
16,794
18,200
Acquisition and integration-related (income) costs
(15,577
)
4,216
4,147
(3,394
)
4,219
Restructuring costs
1,327
281
1,530
3,746
4,333
Legal and other losses (gains)
548
(928
)
1,102
2,749
6,668
Impairment charges
77,851
2,170
—
77,851
2,888
Total operating expenses
308,366
313,373
256,025
1,138,707
1,360,869
Loss from operations
(71,605
)
(3,433
)
(5,973
)
(84,414
)
(16,865
)
Other expenses (income):
Interest expense
568
608
556
2,216
2,188
Interest income
(882
)
(535
)
(864
)
(3,129
)
(2,050
)
Other (income) expense, net
(46
)
408
(28
)
9
(605
)
Loss before income taxes
(71,245
)
(3,914
)
(5,637
)
(83,510
)
(16,398
)
Income tax expense (benefit)
11,684
(161
)
(863
)
11,342
(1,842
)
Net loss attributable to common stockholders
$
(82,929
)
$
(3,753
)
$
(4,774
)
$
(94,852
)
$
(14,556
)
Net loss per share attributable to common stockholders - Basic
$
(2.56
)
$
(0.12
)
$
(0.15
)
$
(2.93
)
$
(0.44
)
Net loss per share attributable to common stockholders - Diluted
$
(2.56
)
$
(0.12
)
$
(0.15
)
$
(2.93
)
$
(0.44
)
Weighted average common shares outstanding:
Basic
32,334
32,338
32,524
32,409
33,379
Diluted
32,334
32,338
32,524
32,409
33,379
Cross Country Healthcare, Inc.
Reconciliation of Non-GAAP Financial Measures
(Unaudited, amounts in thousands)
Three Months Ended
Year Ended
December 31,
December 31,
September 30,
December 31,
December 31,
2025
2024
2025
2025
2024
Adjusted EBITDA:a
Net loss attributable to common stockholders
$
(82,929
)
$
(3,753
)
$
(4,774
)
$
(94,852
)
$
(14,556
)
Interest expense
568
608
556
2,216
2,188
Income tax expense (benefit)b
11,684
(161
)
(863
)
11,342
(1,842
)
Depreciation and amortization
3,833
4,341
4,088
16,794
18,200
Acquisition and integration-related (income) costsc
(15,577
)
4,216
4,147
(3,394
)
4,219
Restructuring costsd
1,327
281
1,530
3,746
4,333
Severance costs - executive transitione
6,035
—
—
6,035
—
Legal, bankruptcy, and other losses (gains)f
548
(928
)
1,102
2,749
26,041
Impairment chargesg
77,851
2,170
—
77,851
2,888
Loss on disposal of fixed assets
57
86
—
62
86
Gain on lease termination
(121
)
—
—
(121
)
—
Interest income
(882
)
(535
)
(864
)
(3,129
)
(2,050
)
Other expense (income), net
18
322
(28
)
68
(691
)
Equity compensation
1,117
1,698
766
4,071
6,025
System conversion costsh
538
926
864
3,363
4,232
Adjusted EBITDAa
$
4,067
$
9,271
$
6,524
$
26,801
$
49,073
Adjusted EBITDA margina
1.7
%
3.0
%
2.6
%
2.5
%
3.7
%
Adjusted EPS:i
Numerator:
Net loss attributable to common stockholders
$
(82,929
)
$
(3,753
)
$
(4,774
)
$
(94,852
)
$
(14,556
)
Non-GAAP adjustments - pretax:
Acquisition and integration-related (income) costsc
(15,577
)
4,216
4,147
(3,394
)
4,219
Restructuring costsd
1,327
281
1,530
3,746
4,333
Severance costs - executive transitione
6,035
—
—
6,035
—
Legal, bankruptcy, and other losses (gains)f
548
(928
)
1,102
2,749
26,041
Impairment chargesg
77,851
2,170
—
77,851
2,888
Other expense (income), net
—
311
—
—
(804
)
System conversion costsh
538
926
864
3,363
4,232
Nonrecurring income tax adjustmentsj
29,449
—
—
29,449
—
Tax impact of non-GAAP adjustments
(19,296
)
(1,843
)
(2,011
)
(24,456
)
(10,867
)
Adjusted net income attributable to common stockholders - non-GAAP
$
(2,054
)
$
1,380
$
858
$
491
$
15,486
Denominator:
Weighted average common shares - basic, GAAP
32,334
32,338
32,524
32,409
33,379
Dilutive impact of share-based payments
77
68
—
98
133
Adjusted weighted average common shares - diluted, non-GAAP
32,411
32,406
32,524
32,507
33,512
Reconciliation:
Diluted EPS, GAAP
$
(2.56
)
$
(0.12
)
$
(0.15
)
$
(2.93
)
$
(0.44
)
Non-GAAP adjustments - pretax:
Acquisition and integration-related (income) costsc
(0.48
)
0.13
0.13
(0.10
)
0.13
Restructuring costsd
0.04
0.01
0.05
0.12
0.13
Severance costs - executive transitione
0.18
—
—
0.18
—
Legal, bankruptcy, and other losses (gains)f
0.02
(0.03
)
0.03
0.08
0.77
Impairment chargesg
2.41
0.07
—
2.41
0.09
Other expense (income),net
—
0.01
—
—
(0.02
)
System conversion costsh
0.02
0.03
0.03
0.11
0.13
Nonrecurring income tax adjustmentsj
0.91
—
—
0.91
—
Tax impact of non-GAAP adjustments
(0.60
)
(0.06
)
(0.06
)
(0.76
)
(0.33
)
Adjustment for change in dilutive shares
—
—
—
—
—
Adjusted EPS, non-GAAPi
$
(0.06
)
$
0.04
$
0.03
$
0.02
$
0.46
Cross Country Healthcare, Inc.
Consolidated Balance Sheets
(Unaudited, amounts in thousands)
December 31,
December 31,
2025
2024
Assets
Current assets:
Cash and cash equivalents
$
108,738
$
81,633
Accounts receivable, net
167,512
223,238
Income taxes receivable
3,594
10,389
Prepaid expenses
7,561
7,848
Insurance recovery receivable
4,851
9,255
Other current assets
1,333
2,637
Total current assets
293,589
335,000
Property and equipment, net
27,775
28,850
Operating lease right-of-use assets
2,206
2,468
Goodwill
63,803
135,060
Other intangible assets, net
27,635
42,186
Deferred tax assets
—
8,104
Insurance recovery receivable
14,859
20,928
Cloud computing
14,028
10,846
Deferred compensation asset
2,938
2,889
Other assets
2,118
2,920
Total assets
$
448,951
$
589,251
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses
$
46,034
$
64,946
Accrued compensation and benefits
28,378
47,646
Operating lease liabilities
1,163
2,089
Earnout liability
—
4,411
Other current liabilities
2,181
1,310
Total current liabilities
77,756
120,402
Operating lease liabilities
1,155
1,782
Deferred tax liabilities
2,522
566
Accrued claims
30,028
34,425
Uncertain tax positions
10,427
10,117
Deferred compensation liability
2,590
2,926
Other liabilities
1,651
74
Total liabilities
126,129
170,292
Commitments and contingencies
Stockholders' equity:
Common stock
3
3
Additional paid-in capital
201,172
202,338
Accumulated other comprehensive loss
(1,560
)
(1,441
)
Retained earnings
123,207
218,059
Total stockholders' equity
322,822
418,959
Total liabilities and stockholders' equity
$
448,951
$
589,251
Cross Country Healthcare, Inc.
Segment Datak
(Unaudited, amounts in thousands)
Three Months Ended
Year-over-Year
Sequential
December 31,
% of
December 31,
% of
September 30,
% of
% change
% change
2025
Total
2024
Total
2025
Total
Fav (Unfav)
Fav (Unfav)
Revenue from services:
Nurse and Allied Staffing
$
194,238
82
%
$
256,929
83
%
$
201,950
81
%
(24
)%
(4
)%
Physician Staffing
42,523
18
%
53,011
17
%
48,102
19
%
(20
)%
(12
)%
$
236,761
100
%
$
309,940
100
%
$
250,052
100
%
(24
)%
(5
)%
Contribution income:l
Nurse and Allied Staffing
$
12,552
$
20,347
$
14,230
(38
)%
(12
)%
Physician Staffing
3,310
3,549
4,320
(7
)%
(23
)%
15,862
23,896
18,550
(34
)%
(14
)%
Corporate overheadm
19,485
17,249
13,656
(13
)%
(43
)%
Depreciation and amortization
3,833
4,341
4,088
12
%
6
%
Restructuring costsd
1,327
281
1,530
(372
)%
13
%
Legal and other losses (gains)n
548
(928
)
1,102
(159
)%
50
%
Impairment chargesg
77,851
2,170
—
NM
(100.0
)%
Acquisition and integration-related (income) costsc
(15,577
)
4,216
4,147
469
%
476
%
Loss from operations
$
(71,605
)
$
(3,433
)
$
(5,973
)
NM
NM
Year Ended
Year-over-Year
December 31,
% of
December 31,
% of
% change
2025
Total
2024
Total
Fav (Unfav)
Revenue from services:
Nurse and Allied Staffing
$
862,784
82
%
$
1,145,419
85
%
(25
)%
Physician Staffing
191,509
18
%
198,585
15
%
(4
)%
$
1,054,293
100
%
$
1,344,004
100
%
(22
)%
Contribution income:l
Nurse and Allied Staffing
$
57,913
$
72,601
(20
)%
Physician Staffing
16,236
15,349
6
%
74,149
87,950
(16
)%
Corporate overheadm
60,817
68,507
11
%
Depreciation and amortization
16,794
18,200
8
%
Restructuring costsd
3,746
4,333
14
%
Legal and other lossesn
2,749
6,668
59
%
Impairment chargesg
77,851
2,888
NM
Acquisition and integration-related income (costs)c
(3,394
)
4,219
180
%
Loss from operations
$
(84,414
)
$
(16,865
)
(401
)%
NM - Not meaningful
Cross Country Healthcare, Inc.
Summary Condensed Consolidated Statements of Cash Flows
(Unaudited, amounts in thousands)
Three Months Ended
Year Ended
December 31,
December 31,
September 30,
December 31,
December 31,
2025
2024
2025
2025
2024
Net cash provided by operating activities
$
18,239
$
24,234
$
20,114
$
48,251
$
120,116
Net cash used in investing activities
(2,117
)
(2,531
)
(2,191
)
(8,161
)
(8,714
)
Net cash used in financing activities
(6,519
)
(4,077
)
(6
)
(13,006
)
(46,849
)
Effect of exchange rate changes on cash
3
(14
)
22
21
(14
)
Change in cash and cash equivalents
9,606
17,612
17,939
27,105
64,539
Cash and cash equivalents at beginning of period
99,132
64,021
81,193
81,633
17,094
Cash and cash equivalents at end of period
$
108,738
$
81,633
$
99,132
$
108,738
$
81,633
Cross Country Healthcare, Inc.
Other Financial Data
(Unaudited)
Three Months Ended
Year Ended
December 31,
December 31,
September 30,
December 31,
December 31,
2025
2024
2025
2025
2024
Revenue from services
$
236,761
$
309,940
$
250,052
$
1,054,293
$
1,344,004
Less: Direct operating expenses
188,779
247,948
199,125
840,722
1,069,752
Gross profit
$
47,982
$
61,992
$
50,927
$
213,571
$
274,252
Consolidated gross profit margino
20.3
%
20.0
%
20.4
%
20.3
%
20.4
%
Nurse and Allied Staffing statistical data:
FTEsp
6,318
7,621
6,371
6,784
8,205
Average Nurse and Allied Staffing revenue per FTE per dayq
$
333
$
363
$
343
$
346
$
378
Physician Staffing statistical data:
Days filledr
18,599
25,427
20,695
84,213
97,888
Revenue per day filleds
$
2,286
$
2,085
$
2,324
$
2,274
$
2,029
(a)
Adjusted EBITDA, a non-GAAP financial measure, is defined as net income (loss) attributable to common stockholders before interest expense, income tax expense (benefit), depreciation and amortization, acquisition and integration-related (benefits) costs, restructuring (benefits) costs, certain severance costs, legal and other losses, customer bankruptcy loss, impairment charges, gain or loss on derivative, loss on early extinguishment of debt, gain or loss on disposal of fixed assets, gain or loss on lease termination, gain or loss on sale of business, interest income, other expense (income), net, equity compensation, and system conversion costs. Adjusted EBITDA is not and should not be considered a measure of financial performance under GAAP. Management presents Adjusted EBITDA because it believes that Adjusted EBITDA is a useful supplement to net income (loss) attributable to common stockholders as an indicator of operating performance. Management uses Adjusted EBITDA for planning purposes and as one performance measure in its incentive programs for certain members of its management team. Adjusted EBITDA, as defined, closely matches the operating measure as defined by the Company’s credit facilities. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by the Company’s consolidated revenue.
(b)
Income tax expense for the three months and year ended December 31, 2025 includes $29.4 million of expense related to the establishment of nonrecurring valuation allowances on the Company’s deferred tax assets.
(c)
Acquisition and integration-related (income) costs are related to the Aya Merger, and include the Aya termination fee of $20.0 million paid by Parent to the Company in December 2025 upon Parent’s termination of the Aya Merger Agreement, and associated fees paid by the Company in the fourth quarter of 2024 and throughout 2025.
(d)
Restructuring costs were primarily comprised of employee termination costs, lease-related exit costs, and reorganization costs as part of planned cost savings initiatives.
(e)
Severance costs - executive transition relates to the former Chief Executive Officer's separation from the Company in December 2025 and consists of various severance payments pursuant to the General Release executed December 31, 2025.
(f)
Includes legal costs and other settlement charges as presented on the consolidated statements of operations and losses pertaining to matters outside the normal course of operations. The Company incurred a settlement expense of $1.2 million, and recorded a $1.8 million recovery related to a previous loss, in the fourth quarter of 2024, and incurred $19.4 million of credit loss expense, driven by a bankruptcy filing by a single MSP customer, for the year ended December 31, 2024.
(g)
Impairment charges for the three months and year ended December 31, 2025 included non-cash goodwill impairment charges related to the Company’s Nurse and Allied and Physician Staffing segments, primarily triggered by the fourth quarter decline in the Company’s equity market capitalization. Impairment charges for the year ended December 31, 2024 primarily related to right-of-use assets and related property in connection with vacated leases during 2024, as well as the write-off of goodwill and intangible assets associated with the impairment of a previous asset acquisition.
(h)
System conversion costs include enterprise resource planning system costs related to the upgrading and integrating of our middle and back-office platforms, with certain development costs capitalized and amortized in accordance with the Company’s policies.
(i)
Adjusted EPS, a non-GAAP financial measure, is defined as net income (loss) attributable to common stockholders per diluted share before the diluted EPS impact of acquisition and integration-related (benefits) costs, restructuring (benefits) costs, certain severance costs, legal and other losses, customer bankruptcy loss, impairment charges, gain or loss on derivative, loss on early extinguishment of debt, gain or loss on sale of business, system conversion costs, and nonrecurring income tax adjustments. Adjusted EPS is not and should not be considered a measure of financial performance under GAAP. Management presents Adjusted EPS because it believes that Adjusted EPS is a useful supplement to its reported EPS as an indicator of operating performance. Management believes Adjusted EPS provides a more useful comparison of the Company’s underlying business performance from period to period and is more representative of the future earnings capacity of the Company than EPS. Quarterly non-GAAP adjustment may vary due to rounding.
(j)
Nonrecurring income tax adjustment for the three months and year ended December 31, 2025 includes $29.4 million of expense related to the establishment of nonrecurring valuation allowances on the Company’s deferred tax assets.
(k)
Segment data is provided in accordance with the Segment Reporting Topic of the Financial Accounting Standards Board Accounting Standards Codification.
(l)
Contribution income is defined as income (loss) from operations before depreciation and amortization, acquisition and integration-related (benefits) costs, restructuring (benefits) costs, legal and other (gains) losses, impairment charges, and corporate overhead. Contribution income is a financial measure used by management when assessing segment performance.
(m)
Corporate overhead includes unallocated executive leadership and other centralized corporate functional support costs such as finance, IT, legal, human resources, and marketing, as well as public company expenses and Company-wide projects (initiatives).
(n)
Legal and other losses (gains) include legal costs and other settlement charges as presented on the consolidated statements of operations and losses pertaining to matters outside the normal course of operations.
(o)
Gross profit is defined as revenue from services less direct operating expenses. The Company’s gross profit excludes allocated depreciation and amortization expense. Gross profit margin is calculated by dividing gross profit by revenue from services.
(p)
FTEs represent the average number of Nurse and Allied Staffing contract personnel on a full-time equivalent basis.
(q)
Average revenue per FTE per day is calculated by dividing the Nurse and Allied Staffing revenue, excluding permanent placement, per FTE by the number of days worked in the respective periods.
(r)
Days filled is calculated by dividing the total hours invoiced during the period, including an estimate for the impact of accrued revenue, by eight hours.
(s)
Revenue per day filled is calculated by dividing revenue as reported by days filled for the period presented.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260303192399/en/
Cross Country Healthcare, Inc.
William J. Burns, 561-237-2555
Executive Vice President & Chief Financial Officer
wburns@crosscountry.com
Original: Cross Country Healthcare Announces Fourth Quarter and Full Year 2025 Financial Results
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