UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________________
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 30, 2010
AMN
Healthcare Services, Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
001-16753
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06-1500476
|
|
(State
or other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
12400
High Bluff Drive, Suite 100
|
92130
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
Registrant's
telephone number, including area code: (866)
871-8519
|
|
Not
Applicable
(Former
name or former address, if changed from last
report)
|
_____________________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section 2
– Financial Information
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Item 2.02
|
Results
of Operations and Financial
Condition.
|
On July
28, 2010, AMN Healthcare Services, Inc. (the “Company”) issued a press release
announcing its second quarter 2010 results and filed a Current Report on Form
8-K. A copy of the press release was furnished as Exhibit 99.1 and incorporated
therein by reference.
The press
release contained an inadvertent error in the amount of “Net cash
provided by operating activities” and “Net cash used in financing activities”
for the periods ended March 31, 2010 and June 30, 2010 in the Condensed
Consolidated Statements of Cash Flows on page 10 of the Report on
8-K. This error also effected the “Cash flow from operations” for the
second quarter of 2010 row provided in the Financial Highlights table on page
one. The corrected rows are below:
|
AMN
Healthcare Services, Inc.
Condensed
Consolidated Statements of Cash Flows
(in
thousands)
(unaudited)
|
||||||||||||||||||||
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||||||
|
June
30,
|
March
31,
|
June
30,
|
||||||||||||||||||
|
2010
|
2009
|
2010
|
2010
|
2009
|
||||||||||||||||
|
Net
cash provided by operating activities
|
$ | 6,546 | $ | 36,388 | $ | 11,715 | $ | 18,261 | $ | 73,945 | ||||||||||
|
Net
cash provided by (used in) investing activities
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462 | (1,204 | ) | (668 | ) | (206 | ) | (2,434 | ) | |||||||||||
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Net
cash used in financing activities
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(2,211 | ) | (28,420 | ) | (1,536 | ) | (3,747 | ) | (59,374 | ) | ||||||||||
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Effect
of exchange rates on cash
|
4 | 49 | 3 | 7 | 35 | |||||||||||||||
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Net
increase in cash and cash equivalents
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4,801 | 6,813 | 9,514 | 14,315 | 12,172 | |||||||||||||||
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Cash
and cash equivalents at beginning of period
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36,567 | 16,675 | 27,053 | 27,053 | 11,316 | |||||||||||||||
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Cash
and cash equivalents at end of period
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$ | 41,368 | $ | 23,488 | $ | 36,567 | $ | 41,368 | $ | 23,488 | ||||||||||
(Dollars
in millions)
|
Q2
2010
|
%
Chg
Q2
2009
|
%
Chg
Q1
2010
|
|
|
Cash
Flow from Operations
|
$6.5
|
(82%)
|
(44%)
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The
complete earnings release as corrected is attached hereto as exhibit 99.1 and
incorporated by reference.
The
information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall they be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent as shall be expressly set forth by specific reference in such
filing.
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Item
8.01
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Other
Events.
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The Press
release, as corrected, as of July 30, 2010, included the Company’s announcement
that it entered into a definitive agreement to acquire NF Investors, Inc. As a
result, we are also filing this Form 8-K/A as soliciting material pursuant to
Rule 14a-12 under the Securities Exchange Act of 1934.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
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99.1
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Press
Release issued by the Company, as corrected, as of July 30, 2010,
furnished pursuant to Item 2.02 of this Form
8-k
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AMN
Healthcare Services, Inc.
|
|
Date:
July 30, 2010
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By:
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/s/ Susan R.
Nowakowski
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Susan
R. Nowakowski
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||
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President &
Chief Executive Officer
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Contact:
|
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Amy
C. Chang
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Vice
President, Investor Relations
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866.861.3229
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AMN
HEALTHCARE ANNOUNCES SECOND QUARTER 2010 RESULTS
SAN DIEGO
– (July 28, 2010) – AMN Healthcare Services, Inc. (NYSE:
AHS) today announced operating results for the second quarter of 2010. Financial
highlights are as follows:
(Dollars
in millions, except per share amounts)
|
Q2
2010
|
%
Chg
Q2
2009
|
%
Chg
Q1
2010
|
||||||||||
|
Revenue
|
$ | 149.3 | (25 | %) | 4 | % | ||||||
|
Gross
Profit
|
$ | 41.2 | (23 | %) | 3 | % | ||||||
|
Net
Income
|
$ | 0.1 | (97 | %) | (82 | %) | ||||||
|
Diluted
Earnings per Share
|
$ | 0.00 |
NM
|
NM
|
||||||||
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Cash
Flow from Operations
|
$ | 6.5 | (82 | %) | (44 | %) | ||||||
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Adjusted
EBITDA*
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$ | 9.7 | (46 | %) | (7 | %) | ||||||
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Adjusted
EPS*
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$ | 0.02 | (88 | %) |
NM
|
|||||||
* See
notes (2) and (3) under “Supplemental Financial and Operating Data” for a
reconciliation of non-GAAP items.
NM – Not
meaningful
Key
business highlights for the second quarter are as follows:
|
|
·
|
Revenues were up 4% sequentially,
compared with guidance of 1 to
3%
|
|
|
·
|
Locum Tenens and Physician
Permanent Placement revenues were both sequentially up
8%
|
|
|
·
|
Nurse and Allied revenues were
sequentially flat
|
|
|
·
|
SG&A levels as a percentage of
revenues remain steady, excluding acquisition-related
costs
|
“The industry appears to be entering a
modest recovery phase, with second quarter consolidated revenues growing
sequentially for the first time in seven quarters, and exceeding our
expectations due to better than anticipated volumes,” said Susan R. Nowakowski,
President and Chief Executive Officer of AMN Healthcare. “Although we are
experiencing positive indicators and steady progress, we retain a conservative
view of the near-term trajectory for healthcare staffing due to the continued
high general unemployment and apprehension in the economic environment. We
continue to be positive about the industry’s long-term growth prospects and are
positioning our service offerings to meet the strategic needs of our clients and
their growth and financial objectives.”
In support of its long-term strategy,
AMN Healthcare announced earlier today that it has entered into a definitive
agreement to acquire the parent company of Nursefinders, Inc. (dba Medfinders),
the nation’s leading provider of clinical workforce managed services programs.
Through its multi-brand strategy, Medfinders also provides travel nurse and
allied staffing, locum tenens, physician search services, and home healthcare
services, as well as local nurse and allied staffing in support of its managed
services programs. The transaction is expected to close in the third quarter of
2010, and additional details of the agreement can be found in a separate press
release issued today.
“This acquisition is a natural step in
our long-term growth strategy as it directly contributes to the delivery of
greater value and innovative workforce solutions to our clients. In addition to
enhancing the capabilities of our existing businesses and expanding into new
complementary service lines, we will also be able to achieve immediate sales and
operating efficiencies. We believe this is the perfect addition to
AMN to enhance shareholder value in both the short and long term,” added
Nowakowski.
Second
Quarter 2010 Results
For the second quarter of 2010, revenue
was $149 million, a decrease of 25% from prior year and up 4% from prior
quarter. Second quarter revenue for the Nurse and Allied staffing segment was
$76 million, a decrease of 32% from the same quarter last year and up 1%
sequentially. The Locum Tenens staffing segment generated revenue of $65
million, a decrease of 17% from prior year and up 8% sequentially. Second
quarter Physician Permanent Placement revenue was $8 million, a decrease of 7%
from prior year and up 8% sequentially.
Gross margin in the second quarter of
2010 was 27.6%, an increase of 60 bps from prior year and a decrease of 30 bps
compared to the previous quarter. The improvement as compared to the prior year
was driven primarily by an increase in gross margin in the Nurse and Allied
segment and the increased revenue mix from the higher margin Physician Permanent
Placement segment. The decrease as compared to prior quarter was mainly
attributable to a decrease in Nurse and Allied gross
margin.
2
Selling, general and administrative
(“SG&A”) expenses for the second quarter of 2010 were 23% as a percentage of
revenue compared to 19% in the same quarter last year. Second quarter SG&A
declined by $3 million, or 9%, over the same period in the prior year, and
increased by $3 million, or 8%, as compared to the prior quarter, due in part to
acquisition-related costs incurred during the quarter.
As of June 30, 2010, cash and cash
equivalents totaled $41 million, compared to $27 million as of December 31,
2009. Total term debt outstanding, net of discount, as of June 30, 2010 was $104
million, with no borrowings on the revolver portion of the credit
facility.
Business
Trends and Outlook
Going into the third quarter, demand
continues to trend up slightly across all business lines. With all business
segments anticipating sequential improvement in volumes, consolidated revenue is
expected to be up 4-6% compared with the second quarter, excluding the impact of
any acquisitions. Gross margin is anticipated to remain sequentially
steady.
About AMN
Healthcare Services
AMN Healthcare Services, Inc. is the
nation’s largest provider of comprehensive healthcare staffing and workforce
solutions. As a leading provider of travel nurse and allied staffing services,
locum tenens (temporary physician staffing) and physician permanent placement
services, AMN Healthcare recruits and places healthcare professionals on
assignments of variable lengths and in permanent positions with clients
throughout the United States, ranging from acute-care hospitals and physician
practice groups to other healthcare settings. AMN Healthcare also offers
flexible, customized workforce management solutions to healthcare organizations
through its managed services program and recruitment process outsourcing
services. For more information, visit http://www.amnhealthcare.com.
3
Conference
Call on July 29, 2010
AMN Healthcare Services, Inc.’s second
quarter 2010 conference call will be held on Thursday, July 29, 2010, at 9:00
a.m. Eastern Time. A live webcast of the call can be accessed through AMN
Healthcare’s website at http://amnhealthcare.investorroom.com/presentations. Please log in at least 10 minutes
prior to the conference call in order to download the applicable audio software.
Interested parties may participate live via telephone by dialing (800) 553-0326
in the U.S. or (612) 332-0720 internationally. A
telephonic replay of the call will be available at 11:00 a.m. Eastern Time on
July 30, 2010, and can be accessed until 11:59 p.m. Eastern Time on August 19,
2010, by calling (800) 475-6701 in the U.S. or (320) 365-3844 internationally, with
access code 163114. Alternatively, a replay of the webcast will be available at
the company’s website at 11:00 a.m. Eastern Time on July 30,
2010.
Non-GAAP
Measures
This earnings release contains certain
non-GAAP financial information. These measures are not in accordance with, or an
alternative to, generally accepted accounting principles in the United States (“GAAP”), and may be different from
non-GAAP measures reported by other companies. From time to time, additional
information regarding non-GAAP financial measures may be made available on the
company’s website at http://www.amnhealthcare.com/investors.
Forward-Looking
Statements
This press release contains
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Such statements include expectations regarding third quarter demand,
revenue and gross margin, the industry’s growth prospects and company’s
positioning, the proposed acquisition’s enhancement of the company’s existing
capabilities and expansion into complementary service lines and its impact on
sales and operating efficiencies and on shareholder value. The company based
these forward-looking statements on its current expectations and projections
about future events. Actual results could differ materially from those discussed
in, or implied by, these forward-looking statements. Forward-looking statements
are identified by words such as “believe,” “anticipate,” “expect,” “intend,”
“plan,” “will,” “may” and other similar expressions. In addition, any statements
that refer to expectations, projections or other characterizations of future
events or circumstances are forward-looking statements. Factors that could cause
actual results to differ from those implied by the forward-looking statements
contained in this press release are set forth in the company’s Annual Report on
Form 10-K for the year ended December 31, 2009 and its other quarterly and
periodic reports filed with the SEC. These statements reflect the company’s
current beliefs and are based upon information currently available to it. Be
advised that developments subsequent to this press release are likely to cause
these statements to become outdated with the passage of
time.
4
Important
Information
AMN Healthcare intends to file a proxy
statement and other relevant materials with the SEC to obtain shareholder
approval of (i) the convertibility of the preferred stock to be issued to
Medfinders’ shareholders in the acquisition into shares of AMN Healthcare common
stock and (ii) the voting rights of such preferred stock (the “Stockholder
Approval”). INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT MATERIALS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE STOCKHOLDER
APPROVAL. The
proxy statement, any amendments or supplements to the proxy statement and other
relevant documents filed by AMN Healthcare with the SEC will be available free
of charge through the web site maintained by the SEC at www.sec.gov or by
calling the SEC at telephone number 1-800-SEC-0330. Free copies of
these documents may also be obtained from AMN Healthcare’s website at
www.amnhealthcare.com or by writing to: AMN Healthcare Services, Inc., 12400
High Bluff Drive, Suite 100, San Diego, California 92130, Attention: Investor
Relations.
AMN Healthcare and its directors and
executive officers are deemed to be participants in the solicitation of proxies
from the stockholders of AMN Healthcare in connection with the Stockholder
Approval. Information regarding AMN Healthcare’s directors and
executive officers is included in AMN Healthcare’s definitive proxy statement
for its 2010 annual meeting of stockholders held on April 14, 2010, which was
filed with the SEC on March 12, 2010. Other information regarding the
participants in such proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be included in the
proxy statement to be filed in connection with the Stockholder
Approval.
5
AMN
Healthcare Services, Inc.
Condensed
Consolidated Statements of Operations
(dollars
in thousands, except per share amounts)
(unaudited)
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||||||
|
June
30,
|
March
31,
|
June
30,
|
||||||||||||||||||
|
2010
|
2009
|
2010
|
2010
|
2009
|
||||||||||||||||
|
Revenue
|
$ | 149,282 | $ | 199,140 | $ | 143,294 | $ | 292,576 | $ | 448,735 | ||||||||||
|
Cost
of revenue
|
108,111 | 145,463 | 103,250 | 211,361 | 331,075 | |||||||||||||||
|
Gross
profit
|
41,171 | 53,677 | 40,044 | 81,215 | 117,660 | |||||||||||||||
| 27.6 | % | 27.0 | % | 27.9 | % | 27.8 | % | 26.2 | % | |||||||||||
|
Operating
expenses:
|
||||||||||||||||||||
|
Selling,
general and administrative
|
34,594 | 37,840 | 31,950 | 66,544 | 87,920 | |||||||||||||||
| 23.2 | % | 19.0 | % | 22.3 | % | 22.7 | % | 19.6 | % | |||||||||||
|
Depreciation
and amortization
|
3,163 | 3,442 | 3,298 | 6,461 | 6,909 | |||||||||||||||
|
Impairment
and restructuring charges
|
— | 2,152 | — | — | 180,777 | |||||||||||||||
|
Total
operating expenses
|
37,757 | 43,434 | 35,248 | 73,005 | 275,606 | |||||||||||||||
|
Income
(loss) from operations
|
3,414 | 10,243 | 4,796 | 8,210 | (157,946 | ) | ||||||||||||||
| 2.3 | % | 5.1 | % | 3.3 | % | 2.8 | % | (35.2 | %) | |||||||||||
|
Interest
expense, net
|
2,583 | 2,320 | 2,637 | 5,220 | 4,519 | |||||||||||||||
|
Income
(loss) before income taxes
|
831 | 7,923 | 2,159 | 2,990 | (162,465 | ) | ||||||||||||||
|
Income
tax expense (benefit)
|
694 | 3,549 | 1,379 | 2,073 | (45,005 | ) | ||||||||||||||
|
Net
income (loss)
|
$ | 137 | $ | 4,374 | $ | 780 | $ | 917 | $ | (117,460 | ) | |||||||||
| 0.1 | % | 2.2 | % | 0.5 | % | 0.3 | % | (26.2 | %) | |||||||||||
|
Net
income (loss) per common share:
|
||||||||||||||||||||
|
Basic
|
$ | 0.00 | $ | 0.13 | $ | 0.02 | $ | 0.03 | $ | (3.60 | ) | |||||||||
|
Diluted
|
$ | 0.00 | $ | 0.13 | $ | 0.02 | $ | 0.03 | $ | (3.60 | ) | |||||||||
|
Weighted
average common shares outstanding:
|
||||||||||||||||||||
|
Basic
|
32,760 | 32,621 | 32,631 | 32,696 | 32,599 | |||||||||||||||
|
Diluted
|
33,566 | 32,918 | 33,471 | 33,519 | 32,599 | |||||||||||||||
6
Supplemental
Financial and Operating Data
(dollars
in thousands, except per share amounts and operating data)
(unaudited)
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||||||
|
June
30,
|
March
31,
|
June
30,
|
||||||||||||||||||
|
2010
|
2009
|
2010
|
2010
|
2009
|
||||||||||||||||
|
Revenue
|
||||||||||||||||||||
|
Nurse
and allied healthcare staffing
|
$ | 75,606 | $ | 111,136 | $ | 75,191 | $ | 150,796 | $ | 274,986 | ||||||||||
|
Locum
tenens staffing
|
65,348 | 79,097 | 60,388 | 125,737 | 153,888 | |||||||||||||||
|
Physician
permanent placement services
|
8,328 | 8,907 | 7,715 | 16,043 | 19,861 | |||||||||||||||
| $ | 149,282 | $ | 199,140 | $ | 143,294 | $ | 292,576 | $ | 448,735 | |||||||||||
|
Reconciliation
of Non-GAAP Items:
|
||||||||||||||||||||
|
Segment
Operating Income(1)
|
||||||||||||||||||||
|
Nurse
and allied healthcare staffing
|
$ | 7,250 | $ | 11,076 | $ | 8,734 | $ | 15,984 | $ | 25,798 | ||||||||||
|
Locum
tenens staffing
|
6,399 | 10,154 | 5,471 | 11,870 | 14,807 | |||||||||||||||
|
Physician
permanent placement services
|
1,978 | 2,387 | 1,966 | 3,944 | 5,662 | |||||||||||||||
| 15,627 | 23,617 | 16,171 | 31,798 | 46,267 | ||||||||||||||||
|
Unallocated
corporate overhead
|
5,916 | 5,625 | 5,728 | 11,644 | 11,697 | |||||||||||||||
|
Adjusted
EBITDA(2)
|
9,711 | 17,992 | 10,443 | 20,154 | 34,570 | |||||||||||||||
|
Depreciation
and amortization
|
3,163 | 3,442 | 3,298 | 6,461 | 6,909 | |||||||||||||||
|
Stock-based
compensation
|
2,040 | 2,155 | 2,349 | 4,389 | 4,830 | |||||||||||||||
|
Acquisition-related
costs
|
1,094 | - | - | 1,094 | - | |||||||||||||||
|
Impairment
and restructuring charges
|
- | 2,152 | - | - | 180,777 | |||||||||||||||
|
Interest
expense, net
|
2,583 | 2,320 | 2,637 | 5,220 | 4,519 | |||||||||||||||
|
Income
(loss) before income taxes
|
831 | 7,923 | 2,159 | 2,990 | (162,465 | ) | ||||||||||||||
|
Income
tax expense (benefit)
|
694 | 3,549 | 1,379 | 2,073 | (45,005 | ) | ||||||||||||||
|
Net
income (loss)
|
$ | 137 | $ | 4,374 | $ | 780 | $ | 917 | $ | (117,460 | ) | |||||||||
|
GAAP
based diluted net income (loss) per share (EPS)
|
$ | - | $ | 0.13 | $ | 0.03 | $ | (3.60 | ) | |||||||||||
|
Adjustments:
|
||||||||||||||||||||
|
Acquisition-related
costs
|
0.02 | 0.02 | ||||||||||||||||||
|
Impairment
and restructuring charges
|
0.04 | 3.86 | ||||||||||||||||||
|
Non-recurring
legal expense
|
0.02 | |||||||||||||||||||
|
Adjusted
diluted earnings per share (3)
|
$ | 0.02 | $ | 0.17 | $ | 0.05 | $ | 0.28 | ||||||||||||
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||||||
|
June
30,
|
March
31,
|
June
30,
|
||||||||||||||||||
|
2010
|
2009
|
2010
|
2010
|
2009
|
||||||||||||||||
|
Gross
Margin
|
||||||||||||||||||||
|
Nurse
and allied healthcare staffing
|
25.5 | % | 25.0 | % | 26.3 | % | 25.9 | % | 23.8 | % | ||||||||||
|
Locum
tenens staffing
|
26.2 | % | 26.1 | % | 26.2 | % | 26.2 | % | 26.2 | % | ||||||||||
|
Physician
permanent placement services
|
56.9 | % | 58.8 | % | 57.9 | % | 57.4 | % | 60.3 | % | ||||||||||
|
Operating
Data:
|
||||||||||||||||||||
|
Nurse
and allied healthcare staffing
|
||||||||||||||||||||
|
Average
travelers on assignment (4)
|
2,475 | 3,661 | 2,505 | 2,490 | 4,575 | |||||||||||||||
|
Revenue
per traveler per day(5)
|
$ | 335.65 | $ | 333.59 | 333.51 | 334.59 | $ | 332.08 | ||||||||||||
|
Gross
profit per traveler per day(5)
|
$ | 85.66 | $ | 83.36 | 87.68 | 86.67 | $ | 78.99 | ||||||||||||
|
Locum
tenens staffing
|
||||||||||||||||||||
|
Days
filled (6)
|
46,456 | 54,708 | 43,065 | 89,521 | 107,105 | |||||||||||||||
|
Revenue
per day filled(6)
|
$ | 1,406.66 | $ | 1,445.80 | 1,402 | 1,404.55 | $ | 1,436.80 | ||||||||||||
|
Gross
profit per day filled(6)
|
$ | 368.89 | $ | 377.79 | 367.08 | 368.02 | $ | 375.94 | ||||||||||||
7
|
As
of June 30
|
As
of March 31,
|
|||||||||||||||||||
|
2010
|
2009
|
2010
|
||||||||||||||||||
|
Leverage
ratio (7)
|
2.5 | 1.1 | 2.1 | |||||||||||||||||
|
(1)
|
Segment
Operating Income represents net income (loss) plus interest expense (net
of interest income), income taxes, depreciation and amortization,
impairment and restructuring charges, unallocated corporate expenses, and
stock-based compensation expense. Management believes that Segment
Operating Income is an industry wide financial measure that is useful both
to management and investors when evaluating the company’s performance.
Management also uses Segment Operating Income for planning purposes.
Segment Operating Income is not necessarily comparable to other similarly
titled captions of other companies due to potential inconsistencies in the
method of calculation and allocation of
costs.
|
|
(2)
|
Adjusted
EBITDA represents net income (loss) plus interest expense (net of interest
income), income taxes, depreciation and amortization, acquisition-related
costs, impairment and restructuring charges, and stock-based compensation
expense. Management presents adjusted EBITDA because it believes that
adjusted EBITDA is a useful supplement to net income as an indicator of
operating performance. Management believes that adjusted EBITDA
is an industry wide financial measure that is useful both to management
and investors when evaluating the company’s performance. Management also
uses adjusted EBITDA for planning purposes. Management uses adjusted
EBITDA to evaluate the company’s performance because it believes that
adjusted EBITDA provides an effective measure of the company’s results, as
it excludes certain items that management believes are not indicative of
the company’s operating performance and considers measures used in credit
facilities. However, adjusted EBITDA is not intended to represent cash
flows for the period, nor has it been presented as an alternative to
income (loss) from operations or net income (loss) as an indicator of
operating performance, and it should not be considered in isolation or as
a substitute for measures of performance prepared in accordance with GAAP.
As defined, adjusted EBITDA is not necessarily comparable to other
similarly titled captions of other companies due to potential
inconsistencies in the method of calculation. While management believes
that some of the items excluded from adjusted EBITDA are not indicative of
the company’s operating performance, these items do impact the income
statement, and management therefore utilizes adjusted EBITDA as an
operating performance measure in conjunction with GAAP measures such as
net income.
|
|
(3)
|
Adjusted
EPS represents GAAP EPS plus acquisition-related costs, restructuring and
impairment charges and non-recurring legal expenses. Management presents
adjusted EPS because it believes that adjusted EPS is a useful supplement
to diluted net loss per share as an indicator of operating performance.
Management believes such a measure provides a picture of the company’s
results that is more comparable among periods since it excludes the impact
of items that may recur occasionally, but tend to be irregular as to
timing, thereby distorting comparisons between periods. However, investors
should note that this non-GAAP measure involves judgment by management (in
particular, judgment as to what is classified as a special item to be
excluded from adjusted EPS). As defined, adjusted EPS is not necessarily
comparable to other similarly titled captions of other companies due to
potential inconsistencies in the method of calculation. While management
believes that some of the items excluded from adjusted EPS are not
indicative of the company’s operating performance, these items do impact
the income statement, and management therefore utilizes adjusted EPS as an
operating performance measure in conjunction with GAAP measures such as
GAAP EPS.
|
|
(4)
|
Average
travelers on assignment represents the average number of nurse and allied
healthcare professionals on assignment during the period
presented.
|
|
(5)
|
Revenue
per traveler per day and gross profit per traveler per day represent the
revenue and gross profit of the company’s nurse and allied healthcare
staffing segment divided by average travelers on assignment, divided by
the number of days in the period
presented.
|
|
(6)
|
Days
filled is calculated by dividing the locum tenens hours filled during the
period by 8 hours. Revenue per day filled and gross profit per day filled
represent revenue and gross profit of the company’s locum tenens staffing
segment divided by days filled for the period
presented.
|
|
(7)
|
Leverage
ratio represents the ratio of the total debt outstanding at the end of the
period to the Adjusted EBITDA for the past twelve
months.
|
8
AMN
Healthcare Services, Inc.
Condensed
Consolidated Balance Sheets
(in
thousands)
(unaudited)
|
June
30,
|
March
31,
|
December
31,
|
||||||||||
|
2010
|
2010
|
2009
|
||||||||||
|
Assets
|
||||||||||||
|
Current
assets:
|
||||||||||||
|
Cash
and cash equivalents
|
$ | 41,368 | $ | 36,567 | $ | 27,053 | ||||||
|
Accounts
receivable, net
|
89,746 | 89,085 | 89,150 | |||||||||
|
Accounts
receivable, subcontractor
|
7,309 | 4,624 | 348 | |||||||||
|
Prepaid
expenses
|
6,595 | 7,152 | 6,550 | |||||||||
|
Income
taxes receivable
|
2,666 | 2,735 | 3,900 | |||||||||
|
Deferred
income taxes, net
|
8,534 | 8,534 | 8,534 | |||||||||
|
Other
current assets
|
1,209 | 1,415 | 1,902 | |||||||||
|
Total
current assets
|
157,427 | 150,112 | 137,437 | |||||||||
|
Restricted
cash and cash equivalents
|
20,961 | 22,022 | 22,025 | |||||||||
|
Fixed
assets, net
|
17,103 | 18,538 | 19,970 | |||||||||
|
Deposits
and other assets
|
13,898 | 14,432 | 14,368 | |||||||||
|
Goodwill
|
79,868 | 79,868 | 79,868 | |||||||||
|
Intangible
assets, net
|
112,947 | 114,135 | 115,336 | |||||||||
|
Total
assets
|
$ | 402,204 | $ | 399,107 | $ | 389,004 | ||||||
|
Liabilities
and stockholders’ equity
|
||||||||||||
|
Current
liabilities:
|
||||||||||||
|
Accounts
payable and accrued expenses
|
$ | 28,294 | 24,493 | 18,057 | ||||||||
|
Accrued
compensation and benefits
|
27,405 | 28,178 | 24,054 | |||||||||
|
Current
portion of notes payable
|
8,250 | 6,875 | 5,500 | |||||||||
|
Deferred
revenue
|
6,018 | 5,158 | 5,084 | |||||||||
|
Other
current liabilities
|
9,055 | 10,042 | 10,404 | |||||||||
|
Total
current liabilities
|
79,022 | 74,746 | 63,099 | |||||||||
|
Notes
payable, less current portion and discount
|
95,317 | 97,721 | 100,121 | |||||||||
|
Deferred
income taxes, net
|
406 | — | 789 | |||||||||
|
Other
long-term liabilities
|
52,488 | 52,664 | 54,151 | |||||||||
|
Total
liabilities
|
227,233 | 225,131 | 218,160 | |||||||||
|
Stockholders’
equity
|
174,971 | 173,976 | 170,844 | |||||||||
|
Total
liabilities and stockholders’ equity
|
$ | 402,204 | $ | 399,107 | $ | 389,004 | ||||||
9
AMN
Healthcare Services, Inc.
Condensed
Consolidated Statements of Cash Flows
(in
thousands)
(unaudited)
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||||||
|
June
30,
|
March
31,
|
June
30,
|
||||||||||||||||||
|
2010
|
2009
|
2010
|
2010
|
2009
|
||||||||||||||||
|
Net
cash provided by operating activities
|
$ | 6,546 | $ | 36,388 | $ | 11,715 | $ | 18,261 | $ | 73,945 | ||||||||||
|
Net
cash provided by (used in) investing activities
|
462 | (1,204 | ) | (668 | ) | (206 | ) | (2,434 | ) | |||||||||||
|
Net
cash used in financing activities
|
(2,211 | ) | (28,420 | ) | (1,536 | ) | (3,747 | ) | (59,374 | ) | ||||||||||
|
Effect
of exchange rates on cash
|
4 | 49 | 3 | 7 | 35 | |||||||||||||||
|
Net
increase in cash and cash equivalents
|
4,801 | 6,813 | 9,514 | 14,315 | 12,172 | |||||||||||||||
|
Cash
and cash equivalents at beginning of period
|
36,567 | 16,675 | 27,053 | 27,053 | 11,316 | |||||||||||||||
|
Cash
and cash equivalents at end of period
|
$ | 41,368 | $ | 23,488 | $ | 36,567 | $ | 41,368 | $ | 23,488 | ||||||||||
10