Delaware
|
001-16753
|
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)
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
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))
|
Item 2.02
|
Results
of Operations and Financial
Condition.
|
Item 9.01
|
Financial
Statements and Exhibits
|
99.1
|
Press
Release issued by the company on November 4, 2010 furnished pursuant to
Item 2.02 of this Form 8-K
|
AMN
Healthcare Services, Inc.
|
Date:
November 4, 2010
|
By:
|
/s/ Susan R.
Salka/
|
Susan
R. Salka
|
||
President &
Chief Executive Officer
|
AMN Healthcare Announces Third Quarter 2010 Results
SAN DIEGO, Nov. 4, 2010 /PRNewswire-FirstCall/ -- AMN Healthcare Services, Inc. (NYSE: AHS) today announced operating results for the third quarter of 2010. Financial highlights are as follows:
(Dollars in millions, except per share amounts) |
||||
|
Q3 2010 |
% Chg Q3 2009 |
% Chg Q2 2010 |
|
Revenue |
$176.3 |
6% |
18% |
|
Gross Profit |
$48.3 |
6% |
17% |
|
Net Loss |
($51.3) |
NM |
NM |
|
Net Loss per Share |
($1.48) |
NM |
NM |
|
Adjusted EBITDA* |
$9.8 |
(8%) |
1% |
|
Adjusted EPS* |
$0.00 |
NM |
NM |
|
* See notes (2) and (4) under "Supplemental Financial and Operating Data" for a reconciliation of non-GAAP items. NM – Not meaningful |
||||
Key business highlights for the third quarter are as follows:
"All of our business segments delivered sequential organic growth for a second consecutive quarter. Contributing the most was our Nurse and Allied staffing business which posted a third consecutive quarter of growth. Our continued strategy of becoming a stronger partner with our clients through our Managed Services Programs is enabling AMN to deliver industry-leading growth amidst a modest economic and market recovery environment," said Susan R. Salka, President and Chief Executive Officer of AMN Healthcare.
"We are also very excited about the short and long-term benefits added from the Medfinders acquisition. In addition to the strengthening of our core staffing and recruitment businesses, we are now also the leader in providing clinical Managed Services Programs, which continues to be a capability increasingly desired by our clients. Our ability to provide key strategic workforce solutions, which help healthcare organizations meet both their financial and patient care delivery goals, is a central part of our growth strategy. Combining with Medfinders also allows AMN to achieve further cost efficiencies, revenue synergies and leverage best practices through the consolidation of operational functions," added Salka.
Third Quarter 2010 Results
For the third quarter of 2010 (which includes one month of financial results from the Medfinders acquisition), combined revenue was $176 million, an increase of 6% from prior year and up 18% from prior quarter. Revenue from one month performance of the acquisition contributed $21 million to the quarter. Third quarter revenue for the Nurse and Allied staffing segment was $93 million, an increase of 13% from the same quarter last year and up 23% sequentially. Excluding the impact of the acquisition for the month of September, the Nurse and Allied segment third quarter revenue was $79 million reflecting a 5% sequential increase. The Locum Tenens staffing segment generated revenue of $70 million, a decrease of 8% from prior year but up 6% sequentially. Third quarter Physician Permanent Placement revenue was $9 million, a decrease of 1% from prior year and up 4% sequentially. Excluding the acquisition, the Locum Tenens and the Physician Permanent Placement segments reflected sequential increases of 3%. Through the acquisition, the company introduced the new segment of Home Healthcare services in the third quarter, which generated revenue of $5 million in the month of September.
Gross margin in the third quarter of 2010 was 27.4%, consistent with prior year and a decrease of 20 bps compared to the previous quarter. The decrease as compared to prior quarter was mainly attributable to a decrease in Locum Tenens staffing gross margin offset by a higher gross margin from the acquired businesses which contributed 50 bps gross margin improvement in the quarter.
Selling, general and administrative ("SG&A") expenses for the third quarter of 2010 were 26.5% as a percentage of revenue compared to 22.2% in the same quarter last year. Third quarter SG&A increased by $10 million over the same period in the prior year and increased by $12 million as compared to the prior quarter, due primarily to additional acquisition and integration related costs totaling $6 million and the SG&A costs of the acquired business for the month of September which also totaled $6 million. Acquisition and integration related costs for the quarter include charges consisting mainly of severance payments related to workforce reductions and professional services fees incurred to assist with due diligence, accounting, tax, legal and other advisory services associated with the acquisition and the related integration efforts.
In connection with the acquisition and the associated additional financing, the company incurred additional financing costs of which $5 million were charged directly to interest expense in the period.
Unrelated to the transaction, in accordance with accounting guidance on goodwill and other intangible assets, the company incurred $49.8 million in non-cash impairment charges relating to goodwill and certain other intangible assets resulting from prior acquisitions. These impairment charges are non-cash expenses and will not have any impact on the company's cash position, future cash flows or debt covenants.
Third quarter GAAP net loss per diluted common share was ($1.48) and included the negative impacts of ($1.25) of non-cash goodwill and other intangible asset impairment charges, ($0.13) of acquisition related charges and ($0.09) for the write off of financing costs. Third quarter GAAP net loss per diluted common share for the quarter also includes the impact of assumed accumulated dividends on the preferred securities issued in connection with the acquisition having an impact of ($0.01) per common share.
As of September 30, 2010, cash and cash equivalents totaled $2 million, compared to $27 million as of December 31, 2009. Total term debt outstanding, net of discount, as of September 30, 2010 was $217 million, with no borrowings on the revolver portion of the credit facility.
Business Trends and Outlook
Going into the fourth quarter, the Nursing and Allied staffing business continues to experience positive momentum overall. The strength of our Managed Services business is expected to help deliver slight sequential growth in the fourth quarter, overcoming the typical seasonal declines. The Physician businesses are expected to decline sequentially, in line with the typical seasonal trends. The Home Healthcare business is expected to experience a slight sequential decrease compared to historic levels. Consolidated revenues in the fourth quarter are expected to be between $215 million and $220 million, which is essentially flat on a pro forma basis compared with the third quarter. Gross margin is anticipated to increase nominally due to the inclusion of Medfinders for a full quarter.
About AMN Healthcare Services
AMN Healthcare Services, Inc. is the nation's largest provider of comprehensive healthcare staffing and workforce solutions. As the leading provider of travel nurse, per diem (local) nurse, allied and 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. AMN Healthcare is also the nation's largest provider of healthcare managed services programs and recruitment process outsourcing solutions. Settings staffed include acute-care hospitals, government facilities, community health centers and clinics, physician practice groups, and a host of other healthcare settings. AMN Healthcare also provides home healthcare services in select regions. For more information, visit http://www.amnhealthcare.com.
Conference Call on November 4, 2010
AMN Healthcare Services, Inc.'s third quarter 2010 conference call will be held on Thursday, November 4, 2010, at 5:00 p.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) 230-1096 in the U.S. or (612) 332-0228 internationally. Following the conclusion of the call, a replay of the webcast will be available at the company's website. A telephonic replay of the call will also be available at 7:30 p.m. Eastern Time on November 4, 2010, and can be accessed until 11:59 p.m. Eastern Time on November 24, 2010, by calling (800) 475-6701 in the U.S. or (320) 365-3844 internationally, with access code 173172.
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 fourth quarter demand, revenue and gross margin, and the benefits of the Medfinders acquisition including its impact on operating efficiencies and revenue synergies. 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 statement s. 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.
AMN Healthcare Services, Inc. Condensed Consolidated Statements of Operations (dollars in thousands, except per share amounts) (unaudited) |
||||||||
|
Three Months Ended |
|
Nine Months Ended |
|||||
|
September 30, |
|
June 30, |
|
September 30, |
|||
|
2010 |
2009 |
|
2010 |
|
2010 |
2009 |
|
|
|
|
|
|
|
|
|
|
Revenue |
$ 176,313 |
$ 166,357 |
|
$ 149,282 |
|
$ 468,889 |
$ 615,092 |
|
Cost of revenue |
127,995 |
120,749 |
|
108,111 |
|
339,356 |
451,824 |
|
Gross profit |
48,318 |
45,608 |
|
41,171 |
|
129,533 |
163,268 |
|
|
27.4% |
27.4% |
|
27.6% |
|
27.6% |
26.5% |
|
Operating expenses: |
|
|
|
|
|
|
|
|
Selling, general and administrative |
46,762 |
36,933 |
|
34,594 |
|
113,306 |
124,853 |
|
|
26.5% |
22.2% |
|
23.2% |
|
24.2% |
20.3% |
|
Depreciation and amortization |
3,787 |
3,495 |
|
3,163 |
|
10,248 |
10,404 |
|
|
|
|
|
|
|
|
|
|
Impairment and restructuring charges |
49,782 |
6,200 |
|
- -- |
|
49,782 |
186,977 |
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
100,331 |
46,628 |
|
37,757 |
|
173,336 |
322,234 |
|
Income (loss) from operations |
(52,013) |
(1,020) |
|
3,414 |
|
(43,803) |
(158,966) |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
8,793 |
2,063 |
|
2,583 |
|
14,013 |
6,582 |
|
Income (loss) before income taxes |
(60,806) |
(3,083) |
|
831 |
|
(57,816) |
(165,548) |
|
Income tax expense (benefit) |
(9,516) |
(1,088) |
|
694 |
|
(7,443) |
(46,093) |
|
Net income (loss) |
$ (51,290) |
$ (1,995) |
|
$ 137 |
|
$ (50,373) |
$ (119,455) |
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share: |
|
|
|
|
|
|
|
|
Basic |
$ (1.48) |
$ (0.06) |
|
$ 0.00 |
|
$ (1.52) |
$ (3.66) |
|
Diluted |
$ (1.48) |
$ (0.06) |
|
$ 0.00 |
|
$ (1.52) |
$ (3.66) |
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
34,777 |
32,630 |
|
32,760 |
|
33,397 |
32,609 |
|
Diluted |
34,777 |
32,630 |
|
33,566 |
|
33,397 |
32,609 |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||
AMN Healthcare Services, Inc. |
|||||||||||||
Supplemental Financial and Operating Data |
|||||||||||||
(dollars in thousands, except operating data) |
|||||||||||||
(unaudited) |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
||||||||||
|
September 30, |
|
June 30, |
|
September 30, |
||||||||
|
|
2010 |
|
2009 |
|
|
2010 |
|
|
2010 |
|
2009 |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nurse and allied healthcare staffing |
$ |
93,059 |
$ |
82,140 |
|
$ |
75,605 |
|
$ |
243,855 |
$ |
357,127 |
|
Locum tenens staffing |
|
69,555 |
|
75,488 |
|
|
65,349 |
|
|
195,292 |
|
229,375 |
|
Physician permanent placement services |
|
8,676 |
|
8,729 |
|
|
8,328 |
|
|
24,719 |
|
28,590 |
|
Home Healthcare |
|
5,023 |
|
- - |
|
|
- - |
|
|
5,023 |
|
- - |
|
|
$ |
176,313 |
$ |
166,357 |
|
$ |
149,282 |
|
$ |
468,889 |
$ |
615,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Non-GAAP Items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Operating Income(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nurse and allied healthcare staffing |
$ |
8,602 |
$ |
4,592 |
|
$ |
7,250 |
|
$ |
24,586 |
$ |
30,390 |
|
Locum tenens staffing |
|
5,364 |
|
7,548 |
|
|
6,399 |
|
|
17,234 |
|
22,355 |
|
Physician permanent placement services |
|
1,699 |
|
2,215 |
|
|
1,978 |
|
|
5,643 |
|
7,877 |
|
Home Healthcare |
|
469 |
|
- - |
|
|
- - |
|
|
469 |
|
- - |
|
|
|
16,134 |
|
14,355 |
|
|
15,627 |
|
|
47,932 |
|
60,622 |
|
Unallocated corporate overhead |
|
6,353 |
|
3,749 |
|
|
5,916 |
|
|
17,997 |
|
15,446 |
|
Adjusted EBITDA(2) |
|
9,781 |
|
10,606 |
|
|
9,711 |
|
|
29,935 |
|
45,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
3,787 |
|
3,495 |
|
|
3,163 |
|
|
10,248 |
|
10,404 |
|
Stock-based compensation |
|
1,955 |
|
1,931 |
|
|
2,040 |
|
|
6,344 |
|
6,761 |
|
Acquisition related costs |
|
6,270 |
|
- - |
|
|
1,094 |
|
|
7,364 |
|
- - |
|
Impairment and restructuring charges |
|
49,782 |
|
6,200 |
|
|
- - |
|
|
49,782 |
|
186,977 |
|
Interest expense, net |
|
8,793 |
|
2,063 |
|
|
2,583 |
|
|
14,013 |
|
6,582 |
|
Income (loss) before income taxes |
|
(60,806) |
|
(3,083) |
|
|
831 |
|
|
(57,816) |
|
(165,548) |
|
Income tax expense (benefit) |
|
(9,516) |
|
(1,088) |
|
|
694 |
|
|
(7,443) |
|
(46,093) |
|
Net income (loss) |
$ |
(51,290) |
$ |
(1,995) |
|
$ |
137 |
|
$ |
(50,373) |
$ |
(119,455) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP based diluted net loss per share (EPS) |
$ |
(1.48) |
$ |
(0.06) |
|
|
$ 0.00 |
|
$ |
(1.52) |
$ |
(3.66) |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition related costs |
|
0.13 |
|
|
|
|
0.02 |
|
|
0.16 |
|
|
|
Impairment and restructuring charges |
|
1.25 |
|
0.11 |
|
|
|
|
|
1.28 |
|
3.97 |
|
Financing costs |
|
0.09 |
|
|
|
|
|
|
|
0.11 |
|
|
|
Impact of assumed preferred dividends(3) |
|
0.01 |
|
|
|
|
|
|
|
0.01 |
|
|
|
Non-recurring legal expense |
|
|
|
|
|
|
|
|
|
|
|
0.02 |
|
Adjusted diluted earnings per share (4) |
$ |
0.00 |
$ |
0.05 |
|
|
$ 0.02 |
|
$ |
0.04 |
$ |
0.33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|||||||||
|
|
September 30, |
|
|
June 30, |
|
|
September 30, |
|||||
|
|
2010 |
|
2009 |
|
|
2010 |
|
|
2010 |
|
2009 |
|
Gross Margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nurse and allied healthcare staffing |
|
25.7% |
|
24.4% |
|
|
25.5% |
|
|
25.8% |
|
23.9% |
|
Locum tenens staffing |
|
25.3% |
|
27.2% |
|
|
26.2% |
|
|
25.9% |
|
26.5% |
|
Physician permanent placement services |
|
56.2% |
|
57.7% |
|
|
56.9% |
|
|
57.0% |
|
59.5% |
|
Home Healthcare |
|
37.4% |
|
N/A |
|
|
N/A |
|
|
37.4% |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nurse and allied healthcare staffing |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average healthcare professionals on assignment (5) |
|
3,220 |
|
2,704 |
|
|
2,475 |
|
|
2,733 |
|
3,951 |
|
Revenue per healthcare professional per day(6) |
$ |
314.09 |
$ |
330.19 |
|
|
335.65 |
|
|
326.84 |
$ |
331.10 |
|
Gross profit per healthcare professional per day(6) |
$ |
80.87 |
$ |
80.50 |
|
|
85.66 |
|
|
84.47 |
$ |
79.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Locum tenens staffing |
|
|
|
|
|
|
|
|
|
|
|
|
|
Days filled (7) |
|
49,931 |
|
53,032 |
|
|
46,456 |
|
|
139,453 |
|
160,137 |
|
Revenue per day filled(7) |
$ |
1,393.02 |
$ |
1,423.44 |
|
|
1,406.66 |
|
|
1,400.41 |
$ |
1,432.37 |
|
Gross profit per day filled(7) |
$ |
352.54 |
$ |
387.47 |
|
|
368.89 |
|
|
362.47 |
$ |
379.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
AMN Healthcare Services, Inc. Condensed Consolidated Balance Sheets (in thousands) (unaudited) |
||||
|
September 30, |
June 30, |
December 31, |
|
|
2010 |
2010 |
2009 |
|
Assets |
|
|
|
|
Current assets: |
|
|
|
|
Cash and cash equivalents |
$ 2,077 |
$ 41,368 |
$ 27,053 |
|
Accounts receivable, net |
128,247 |
89,746 |
89,150 |
|
Accounts receivable, subcontractor |
15,778 |
7,309 |
348 |
|
Prepaid expenses |
7,183 |
6,595 |
6,550 |
|
Income taxes receivable |
3,422 |
2,666 |
3,900 |
|
Deferred income taxes, net |
11,706 |
8,534 |
8,534 |
|
Other current assets |
1,209 |
1,209 |
1,902 |
|
Total current assets |
169,622 |
157,427 |
137,437 |
|
Restricted cash and cash equivalents |
20,961 |
20,961 |
22,025 |
|
Fixed assets, net |
23,195 |
17,103 |
19,970 |
|
Deposits and other assets |
20,232 |
13,898 |
14,368 |
|
Deferred income taxes, net |
6.648 |
- - |
- - |
|
Goodwill |
157,351 |
79,868 |
79,868 |
|
Intangible assets, net |
163,958 |
112,947 |
115,336 |
|
|
|
|
|
|
Total assets |
$ 561,967 |
$ 402,204 |
$ 389,004 |
|
|
|
|
|
|
Liabilities and stockholders' equity |
|
|
|
|
Current liabilities: |
|
|
|
|
Accounts payable and accrued expenses |
$ 39,725 |
$ 28,294 |
$ 18,057 |
|
Accrued compensation and benefits |
42,290 |
27,405 |
24,054 |
|
Current portion of notes payable |
11,562 |
8,250 |
5,500 |
|
Deferred revenue |
7,701 |
6,018 |
5,084 |
|
Other current liabilities |
12,348 |
9,055 |
10,404 |
|
Total current liabilities |
113,626 |
79,022 |
63,099 |
|
|
|
|
|
|
Notes payable, less current portion and discount |
205,046 |
95,317 |
100,121 |
|
Deferred income taxes, net |
- - |
406 |
789 |
|
Other long-term liabilities |
61,118 |
52,488 |
54,151 |
|
Total liabilities |
379,790 |
227,233 |
218,160 |
|
|
|
|
|
|
Preferred Stock |
28,639 |
— |
— |
|
Stockholders' equity |
153,538 |
174,971 |
170,844 |
|
|
|
|
|
|
Total liabilities and stockholders' equity |
$ 561,967 |
$ 402,204 |
$ 389,004 |
|
|
|
|
|
|
|
AMN Healthcare Services, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) |
|||||
|
Three Months Ended |
Nine Months Ended |
||||
|
September 30, |
June 30, |
September 30, |
|||
|
2010 |
2009 |
2010 |
2010 |
2009 |
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
$ (15,021) |
$ 19,205 |
$ 6,546 |
$ 3,240 |
$ 93,150 |
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
(3,835) |
(3,924) |
462 |
(4,041) |
(6,358) |
|
|
|
|
|
|
|
|
Net cash used in financing activities |
(20,462) |
(16,157) |
(2,211) |
(24,209) |
(75,531) |
|
|
|
|
|
|
|
|
Effect of exchange rates on cash |
27 |
9 |
4 |
34 |
44 |
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
(39,291) |
(867) |
4,801 |
(24,976) |
11,305 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
41,368 |
23,488 |
36,567 |
27,053 |
11,316 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
$ 2,077 |
$ 22,621 |
$ 41,368 |
$ 2,077 |
$ 22,621 |
|
Contact: |
|
Amy C. Chang |
|
Vice President, Investor Relations |
|
866.861.3229 |
|
CONTACT: Amy C. Chang, Vice President, Investor Relations of AMN Healthcare Services, Inc., 1-866-861-3229