Cross Country Healthcare (CCRN) 8-K/A Financial Statements and Exhibits

EXHIBIT 99.4

Cross Country Healthcare, Inc.

Unaudited Pro Forma Financial Statements

Links

Unaudited Pro Forma Condensed Combined Financial Information	1
Unaudited Pro Forma Condensed Combined Statement of Operations - Year Ended December 31, 2007	2
Notes to the Unaudited Pro Forma Condensed Combined Financial Information for the Year Ended December 31, 2007	3
Unaudited Pro Forma Condensed Combined Statement of Operations - Three Months Ended March 31, 2008	4
Notes to the Unaudited Pro Forma Condensed Combined Financial Information for the Three Months Ended March 31, 2008	5
Unaudited Pro Forma Condensed Combined Statement of Operations - Six Months Ended June 30, 2008	6
Pro Forma Condensed Combined Balance Sheet as of June 30, 2008	7
Notes to the Unaudited Pro Forma Condensed Combined Financial Information for the Six Months Ended June 30, 2008	8
Unaudited Pro Forma Condensed Combined Statement of Operations - Nine Months Ended September 30, 2008	9
Notes to the Unaudited Pro Forma Condensed Combined Financial Information for the Nine Months Ended September 30, 2008	10

Cross Country Healthcare, Inc.

Unaudited Pro Forma Condensed Combined Financial Information

On September 9, 2008, Cross Country Healthcare, Inc. (the “Company” or “CCH Inc.”) consummated the acquisition of substantially all of the assets of privately-held MDA Holdings, Inc. and its subsidiaries and all of the outstanding stock of a subsidiary of MDA Holdings, Inc. (collectively, “MDA”). The Company paid $115.9 million in cash at closing, which included $3.6 million as an estimated net working capital adjustment which is subject to final adjustments. The Company’s senior secured revolving credit facility was amended and restated in connection with the acquisition of MDA. The $200.0 million Credit Agreement, dated as of November 10, 2005 and Amended and Restated as of September 9, 2008 (the “Credit Agreement”) keeps in place an existing $75.0 million revolving credit facility and provides for a 5-year $125.0 million term loan facility with Wachovia Capital Markets, LLC and certain of its affiliates, Banc of America Securities LLC and certain other lenders. The proceeds from the term loan were used to fund the acquisition, pay financing related fees, and pay certain acquisition expenses. The remainder of the proceeds was used to reduce borrowings under its revolving credit agreement.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2007, the three months ended March 31, 2008, the six months ended June 30, 2008, and the nine months ended September 30, 2008, give effect to this acquisition as if the transaction had occurred at the beginning of each period. The unaudited pro forma condensed combined balance sheet as of June 30, 2008, gives effect to this acquisition as if the transaction occurred at June 30, 2008.

The unaudited pro forma condensed combined financial information is based on the historical statements of the acquired business giving effect to the transaction under the purchase method of accounting and the assumptions and adjustments described in the accompanying notes to the pro forma condensed combined financial information.

The 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.

1

Cross Country Healthcare, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations - Year Ended
December 31, 2007

(unaudited, amount in thousands)

	CCH Inc. As Reported December 31, 2007		MDA Consolidated As Reported December 31, 2007 (a)			Pro Forma Adjustments				Pro Forma Combined
Revenue from services	$	718,272	$	158,022		$	—			$	876,294
Operating expenses:
Direct operating expenses		543,608		117,934			—				661,542
Selling, general and administrative expenses		122,692		28,858			(1,384	)	(b)		150,166
ESOP expenses		—		2,130			(2,130	)	(c)		—
Bad debt expense		1,559		20							1,579
Depreciation		6,309		393			253		(d)		6,955
Amortization		2,051		—			2,427		(e)		4,478
Legal settlement charge		34		—			—				34
Total operating expenses		676,253		149,335			(834	)			824,754
Income from operations		42,019		8,687			834				51,540
Other expenses:
Foreign exchange loss/other		93		—			—				93
Interest expense, net		2,587		(601	)		7,221		(f)		9,207
ESOP interest expense		—		3,480			(3,480	)	(g)		—
Income before income taxes		39,339		5,808			(2,907	)			42,240
Income tax expense		14,759		369			791		(h)		15,919
Income from continuing operations	$	24,580	$	5,439		$	(3,698	)		$	26,321
Income from continuing operations per common share:
Basic	$	0.77								$	0.82
Diluted	$	0.76								$	0.81
Weighted average shares outstanding - Basic		31,973									31,973
Weighted average shares outstanding - Diluted		32,484									32,484

2

Notes to the Unaudited Pro Forma Condensed Combined Financial Information for the
Year Ended December 31, 2007

(amounts in thousands)

(a)

Represents the audited consolidated historical results of MDA for the year ended December 31, 2007.

(b)

Pro forma adjustment to remove expenses that will not continue as a result of the acquisition, primarily related to MDA’s Performance Share Plan.

(c)

Pro forma adjustment to remove the expense of MDA’s Employee Stock Ownership Plan (ESOP) which is excluded from the transaction.

(d)

Pro forma adjustment to record additional depreciation expense related to a write-up of software costs to its estimated fair value.

(e)

Pro forma adjustment to record the estimated amortization of specifically identifiable assets with definite lives acquired of $23,000 over their estimated lives, including $20,000 of customer relationships over 12 years, $2,000 of database value over 5 years and $1,000 of non-compete agreements over a weighted average life of 4 years.

(f)

Pro forma adjustment to interest expense to reflect the impact of the incremental borrowings under our term loan from the beginning of the period.

(g)

Pro forma adjustment to remove interest expense related to ESOP debt that is excluded from the transaction.

(h)

Effect of the pro forma adjustments on the provision for income taxes.

3

Cross Country Healthcare, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations - Three Months Ended
March 31, 2008

(unaudited, amount in thousands)

	CCH Inc. Three Months Ended March 31, 2008			MDA Consolidated Three Months Ended March 31, 2008 (a)			Pro Forma Adjustments				Pro Forma Combined
Revenue from services	$	179,251		$	40,363		$	—			$	219,614
Operating expenses:
Direct operating expenses		134,074			30,430			—				164,504
Selling, general and administrative expenses		32,165			9,014			(1,880	)	(b)		39,299
ESOP expenses		—			67			(67	)	(c)		—
Bad debt expense		484			(47	)						437
Depreciation		1,786			181			63		(d)		2,030
Amortization		673			—			607		(e)		1,280
Total operating expenses		169,182			39,645			(1,277	)			207,550
Income from operations		10,069			718			1,277				12,064
Other expenses:
Foreign exchange loss/other		(6	)		—			—				(6	)
Interest expense, net		639			(141	)		1,918		(f)		2,416
ESOP interest expense		—			802			(802	)	(g)		—
												&nb sp;
Income before income taxes		9,436			57			161				9,654
Income tax expense		3,586			72			15		(h)		3,673
Income from continuing operations	$	5,850		$	(15	)	$	146			$	5,981
Income from continuing operations per common share:
Basic	$	0.19									$	0.19
Diluted	$	0.19									$	0.19
Weighted average shares outstanding - Basic		31,149										31,149
Weighted average shares outstanding - Diluted		31,333										31,333

4

Notes to the Unaudited Pro Forma Condensed Combined Financial Information for the
Three Months Ended March 31, 2008

(amounts in thousands)

(a)

Represents the unaudited historical results of MDA for the three months ended March 31, 2008.

(b)

Pro forma adjustment to remove expenses that will not continue as a result of the acquisition, primarily related to MDA’s Performance Share Plan.

(c)

Pro forma adjustment to remove the expense of MDA’s Employee Stock Ownership Plan (ESOP) that has been excluded from the transaction.

(d)

Pro forma adjustment to record additional depreciation expense related to a write-off of software costs pursuant to an estimated valuation of software.

(e)

Pro forma adjustment to record the estimated amortization of specifically identifiable assets with definite lives acquired of $23,000 over their estimated lives, including $23,000 of customer relationships over 12 years, $2,000 of database value over 5 years and $1,000 of non-compete agreements over a weighted average life of 4 years.

(f)

Pro forma adjustment to interest expense to reflect the impact of the incremental borrowings under our term loan from the beginning of the period.

(g)

Pro forma adjustment to remove interest expense related to ESOP debt that is excluded from the transaction.

(h)

Effect of the pro forma adjustments on the provision for income taxes.

5

Cross Country Healthcare, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations - Six Months Ended
June 30, 2008

(unaudited, amount in thousands)

	CCH Inc. Six Months Ended June 30, 2008			MDA Consolidated Six Months Ended June 30, 2008 (a)			Pro Forma Adjustments				Pro Forma Combined
Revenue from services	$	350,202		$	84,715		$	—			$	434,917
Operating expenses:
Direct operating expenses		259,385			63,202			—				322,587
Selling, general and administrative expenses		64,288			18,623			(3,685	)	(b)		79,226
ESOP expenses		—			396			(396	)	(c)		—
Bad debt expense		484			159							643
Depreciation		3,563			376			126		(d)		4,065
Amortization		1,316			—			1,213		(e)		2,529
Total operating expenses		329,036			82,756			(2,742	)			409,050
Income from operations		21,166			1,959			2,742				25,867
Other expenses:
Foreign exchange loss/other		(40	)		—							(40	)
Interest expense, net		1,172			(223	)		3,694		(f)		4,643
ESOP interest expense		—			1,634			(1,634	)	(g)		—
Income before income taxes		20,034			548			682				21,264
Income tax expense		7,813			151			341		(h)		8,305
Income from continuing operations	$	12,221		$	397		$	341			$	12,959
Income from continuing operations per common share:
Basic	$	0.40									$	0.42
Diluted	$	0.39									$	0.42
Weighted average shares outstanding - Basic		30,908										30,908
Weighted average shares outstanding - Diluted		31,093										31,093

6

Cross Country Healthcare, Inc.

Pro Forma Condensed Combined Balance Sheet as of June 30, 2008

(unaudited, amounts in thousands)

	CCH Inc.		MDA Consolidated (i)			Pro Forma Adjustments				Pro Forma Combined
Current assets:
Cash and cash equivalents	$	4,812	$	6,859		$	(3,859	)	(j)	$	7,812
Restricted cash		—		5,000			—				5,000
Accounts receivable, net		107,503		23,533			—				131,036
Deferred income taxes		6,531		—			—				6,531
Other current assets		17,209		2,351			—				19,560
Total current assets		136,055		37,743			(3,859	)			169,939
Property and equipment, net		22,147		3,389			758		(k)		26,294
Goodwill and other intangible assets, net		373,415		—			94,450		(k)		467,865
Debt issuance costs		549		—			2,635		(k)		3,184
Other assets		1,060		28			—				1,088
Total assets	$	533,226	$	41,160		$	93,984			$	668,370
Current liabilities:
Accounts payable and accrued expenses	$	7,365	$	4,082		$	(3,021	)	(l)	$	8,426
Accrued employee compensation and benefits		27,514		14,632			(125	)	(l)		42,021
Income tax payable		3,829		—			—				3,829
Current portion of long-term debt and note payable		3,093		627			(627	)	(l)		3,093
Current portion of ESOP Note		—		1,049			(1,049	)	(l)		—
Other current liabilities		8,279		551			—				8,830
Total current liabilities		50,080		20,941			(4,822	)			66,199
Deferred income taxes		49,544		—			—				49,544
Long term debt		31,248		5,609			113,416		(m)		150,273
ESOP Note		—		27,511			(27,511	)	(l)		—
Other long-term liabilities		9,962		5,084			(5,084	)	(l)		9,962
Total liabilities		140,834		59,145			75,999				275,978
Commitments and contingencies
Stockholders' equity
Common stock		3		—			—				3
Additional paid-in-capital		235,714		—			—				235,714
Other stockholders' equity		156,675		(17,985	)		17,985		(n)		156,675
Total stockholders' equity		392,392		(17,985	)		17,985				392,392
Total liabilities and stockholders' equity	$	533,226	$	41,160		$	93,984			$	668,370

7

Notes to the Unaudited Pro Forma Condensed Combined Financial Information for the
Six Months Ended June 30, 2008

(Amounts in thousands)

(a)

Represents the unaudited historical results of MDA for the six months ended June 30, 2008.

(b)

Pro forma adjustment to remove expenses that will not continue as a result of the acquisition, primarily related to MDA’s Performance Share Plan.

(c)

Pro forma adjustment to remove the expense of MDA’s Employee Stock Ownership Plan (ESOP) that has been excluded from the transaction.

(d)

Pro forma adjustment to record additional depreciation expense related to a write-off of software costs to its estimated fair value.

(e)

Pro forma adjustment to record the estimated amortization of specifically identifiable assets with definite lives acquired of $23,000 over their estimated lives, including $20,000 of customer relationships over 12 years, $2,000 of database value over 5 years and $1,000 of non-compete agreements over a weighted average life of 4 years.

(f)

Pro forma adjustment to interest expense to reflect the impact of the incremental borrowings under our term loan from the beginning of the period.

(g)

Pro forma adjustment to remove interest expense related to ESOP debt that is excluded from the transaction.

(h)

Effect of the pro forma adjustments on the provision for income taxes.

(i)

Represents the unaudited historical balance sheet of MDA as of June 30, 2008.

(j)

Pro forma adjustment to exclude: 1) $2,700 of excess cash at the Captive that is excluded from the transaction and 2) adjustment to remove excluded corporate cash - $1,159.

(k)

Represents: 1) purchase accounting adjustment to record the estimated fair value of tangible and intangible assets (subject to adjustments after outside valuation is performed); and 2) estimated debt issuance costs for term loan.

(l)

Pro forma adjustment for excluded liabilities as per the asset purchase agreement.

(m)

Pro forma adjustment for: incremental borrowings ($125,000 term loan net of revolver repayment) necessary to fund acquisition and related estimated costs - $119,025; and 2) adjustment to exclude debt not assumed in transaction - $5,609.

(n)

Represents the elimination of MDA’s equity.

8

Cross Country Healthcare, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations - Nine Months Ended
September 30, 2008

(unaudited, amount in thousands)

	CCH Inc. Nine Months Ended September 30, 2008			MDA Consolidated Period From January 1, 2008 to September 8, 2008 (a)			Pro Forma Adjustments				Pro Forma Combined
Revenue from services	$	528,336		$	119,705		$	—			$	648,041
Operating expenses:
Direct operating expenses		390,081			90,055			—				480,136
Selling, general and administrative expenses		97,763			25,836			(5,218	)	(b)		118,381
ESOP expenses		—			3,818			(3,818	)	(c)		—
Bad debt expense		687			205							892
Depreciation		5,352			614			189		(d)		6,155
Amortization		2,029			—			1,672		(e)		3,701
Total operating expenses		495,912			120,528			(7,175	)			609,265
Income from operations		32,424			(823	)		7,175				38,776
Other expenses:
Foreign exchange loss/other		(119	)		—							(119	)
Interest expense, net		1,960			(279	)		5,009		(f)		6,690
ESOP interest expense		—			2,269			(2,269	)	(g)		—
Income before income taxes		30,583			(2,813	)		4,435				32,205
Income tax expense		12,191			302			347		(h)		12,840
Income from continuing operations	$	18,392		$	(3,115	)	$	4,088			$	19,365
Income from continuing operations per common share:
Basic	$	0.60									$	0.63
Diluted	$	0.59									$	0.62
Weighted average shares outstanding - Basic		30,842										30,842
Weighted average shares outstanding - Diluted		31,032										31,032

9

Notes to the Unaudited Pro Forma Condensed Combined Financial Information for the
Nine Months Ended September 30, 2008

(dollar amounts in thousands)

(a)

Represents the unaudited historical results of MDA for the period from January 1, 2008 to September 8, 2008.

(b)

Pro forma adjustment to remove expenses that will not continue as a result of the acquisition, primarily related to MDA’s Performance Share Plan.

(c)

Pro forma adjustment to remove the expense of MDA’s Employee Stock Ownership Plan (ESOP) that has been excluded from the transaction.

(d)

Pro forma adjustment to record additional depreciation expense related to a write-off of software costs pursuant to an estimated valuation of software.

(e)

Pro forma adjustment to record the estimated amortization of specifically identifiable assets with definite lives acquired of $23,000 over their estimated lives, including $20,000 of customer relationships over 12 years, $2,000 of database value over 5 years and $1,000 of non-compete agreements over a weighted average life of 4 years.

(f)

Pro forma adjustment to interest expense to reflect the impact of the incremental borrowings under our term loan from the beginning of the period.

(g)

Pro forma adjustment to remove interest expense related to ESOP debt that is excluded from the transaction.

(h)

Effect of the pro forma adjustments on the provision for income taxes.

10