001-16753 (Commission File Number) | 06-1500476 (I.R.S. Employer Identification No.) |
12400 High Bluff Drive, Suite 100 San Diego, California 92130 (Address of Principal Executive Offices) |
¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Item 2.02. | Results of Operations and Financial Condition. |
Item 9.01. | Financial Statements and Exhibits. |
AMN Healthcare Services, Inc. |
Date: August 2, 2018 | By: | /s/ Susan R. Salka |
Susan R. Salka | ||
President & Chief Executive Officer |
Q2 2018 | % Change Q2 2017 | YTD June 30, 2018 | % Change YTD June 30, 2017 | |
Revenue | $558.1 | 14% | $1,080.6 | 10% |
Gross profit | $181.0 | 12% | $348.8 | 8% |
Net income | $35.5 | 14% | $78.2 | 24% |
Diluted EPS | $0.73 | 16% | $1.60 | 25% |
Adj. diluted EPS* | $0.83 | 24% | $1.64 | 26% |
Adjusted EBITDA* | $70.1 | 4% | $136.6 | 5% |
• | AMN Healthcare reached record highs for revenue and adjusted EPS in the quarter. |
• | Second quarter consolidated revenue of $558 million increased 14% year over year, with organic growth of 7%. |
• | Growth was led by our Nurse and Allied Solutions segment with revenue up by 11% year over year. |
• | Adjusted EBITDA of $70 million grew 4% year over year and was 12.6% of revenue. |
• | Operating cash flow in the second quarter was $66 million. In the first half of 2018, cash flow from operations totaled $126 million, up 80% year over year. |
• | The April acquisitions of MedPartners, Phillips DiPisa and Leaders For Today contributed $36 million of revenue in the quarter. |
Metric | Guidance* |
Consolidated revenue | $522 - $530 million |
Gross margin | ~33.0% |
SG&A as percentage of revenue | ~21.5% |
Adjusted EBITDA margin | ~12.5% |
Three Months Ended | Six Months Ended | ||||||||||||||||||
June 30, | March 31, | June 30, | |||||||||||||||||
2018 | 2017 | 2018 | 2018 | 2017 | |||||||||||||||
Revenue | $ | 558,108 | $ | 489,803 | $ | 522,489 | $ | 1,080,597 | $ | 984,972 | |||||||||
Cost of revenue | 377,152 | 328,791 | 354,665 | 731,817 | 662,184 | ||||||||||||||
Gross profit | 180,956 | 161,012 | 167,824 | 348,780 | 322,788 | ||||||||||||||
Gross margin | 32.4% | 32.9% | 32.1% | 32.3% | 32.8% | ||||||||||||||
Operating expenses: | |||||||||||||||||||
Selling, general and administrative (SG&A) | 115,535 | 96,673 | 104,737 | 220,272 | 198,746 | ||||||||||||||
SG&A as a % of revenue | 20.7% | 19.7% | 20.0% | 20.4% | 20.2% | ||||||||||||||
Depreciation and amortization | 10,606 | 7,959 | 7,886 | 18,492 | 15,627 | ||||||||||||||
Total operating expenses | 126,141 | 104,632 | 112,623 | 238,764 | 214,373 | ||||||||||||||
Income from operations | 54,815 | 56,380 | 55,201 | 110,016 | 108,415 | ||||||||||||||
Operating margin (1) | 9.8% | 11.5% | 10.6% | 10.2% | 11.0% | ||||||||||||||
Interest expense, net, and other | 6,376 | 4,928 | 5,335 | 11,711 | 10,058 | ||||||||||||||
Income before income taxes | 48,439 | 51,452 | 49,866 | 98,305 | 98,357 | ||||||||||||||
Income tax expense | 12,910 | 20,197 | 7,185 | 20,095 | 35,094 | ||||||||||||||
Net income | $ | 35,529 | $ | 31,255 | $ | 42,681 | $ | 78,210 | $ | 63,263 | |||||||||
Net income as a % of revenue | 6.4% | 6.4% | 8.2% | 7.2% | 6.4% | ||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||
Foreign currency translation and other | 91 | (41 | ) | (19 | ) | 72 | (38 | ) | |||||||||||
Cash flow hedge, net of income taxes | — | (58 | ) | — | — | (15 | ) | ||||||||||||
Other comprehensive income (loss) | 91 | (99 | ) | (19 | ) | 72 | (53 | ) | |||||||||||
Comprehensive income | $ | 35,620 | $ | 31,156 | $ | 42,662 | $ | 78,282 | $ | 63,210 | |||||||||
Net income per common share: | |||||||||||||||||||
Basic | $ | 0.75 | $ | 0.65 | $ | 0.89 | $ | 1.64 | $ | 1.32 | |||||||||
Diluted | $ | 0.73 | $ | 0.63 | $ | 0.87 | $ | 1.60 | $ | 1.28 | |||||||||
Weighted average common shares outstanding: | |||||||||||||||||||
Basic | 47,653 | 47,916 | 47,733 | 47,693 | 47,849 | ||||||||||||||
Diluted | 48,936 | 49,475 | 49,116 | 49,026 | 49,498 | ||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||||
June 30, | March 31, | June 30, | |||||||||||||||||
2018 | 2017 | 2018 | 2018 | 2017 | |||||||||||||||
Revenue | |||||||||||||||||||
Nurse and allied solutions | $ | 332,728 | $ | 300,727 | $ | 338,179 | $ | 670,907 | $ | 614,250 | |||||||||
Locum tenens solutions | 107,297 | 108,215 | 103,117 | 210,414 | 211,058 | ||||||||||||||
Other workforce solutions | 118,083 | 80,861 | 81,193 | 199,276 | 159,664 | ||||||||||||||
$ | 558,108 | $ | 489,803 | $ | 522,489 | $ | 1,080,597 | $ | 984,972 | ||||||||||
Reconciliation of Non-GAAP Items: | |||||||||||||||||||
Segment operating income (2) | |||||||||||||||||||
Nurse and allied solutions | $ | 43,936 | $ | 47,851 | $ | 51,805 | $ | 95,741 | $ | 93,831 | |||||||||
Locum tenens solutions | 13,371 | 12,371 | 9,958 | 23,329 | 24,590 | ||||||||||||||
Other workforce solutions | 28,576 | 22,041 | 19,851 | 48,427 | 41,898 | ||||||||||||||
85,883 | 82,263 | 81,614 | 167,497 | 160,319 | |||||||||||||||
Unallocated corporate overhead | 15,823 | 15,080 | 15,095 | 30,918 | 29,971 | ||||||||||||||
Adjusted EBITDA (3) | 70,060 | 67,183 | 66,519 | 136,579 | 130,348 | ||||||||||||||
Adjusted EBITDA margin (4) | 12.6% | 13.7% | 12.7% | 12.6% | 13.2% | ||||||||||||||
Depreciation and amortization | 10,606 | 7,959 | 7,886 | 18,492 | 15,627 | ||||||||||||||
Share-based compensation | 3,281 | 2,562 | 2,864 | 6,145 | 5,243 | ||||||||||||||
Acquisition and integration costs | 1,358 | 282 | 568 | 1,926 | 1,063 | ||||||||||||||
Income from operations | 54,815 | 56,380 | 55,201 | 110,016 | 108,415 | ||||||||||||||
Interest expense, net, and other | 6,376 | 4,928 | 5,335 | 11,711 | 10,058 | ||||||||||||||
Income before income taxes | 48,439 | 51,452 | 49,866 | 98,305 | 98,357 | ||||||||||||||
Income tax expense | 12,910 | 20,197 | 7,185 | 20,095 | 35,094 | ||||||||||||||
Net Income | $ | 35,529 | $ | 31,255 | $ | 42,681 | $ | 78,210 | $ | 63,263 | |||||||||
GAAP diluted net income per share (EPS) | $ | 0.73 | $ | 0.63 | $ | 0.87 | $ | 1.60 | $ | 1.28 | |||||||||
Adjustments: | |||||||||||||||||||
Amortization of intangible assets | 0.13 | 0.09 | 0.09 | 0.22 | 0.19 | ||||||||||||||
Acquisition and integration costs | 0.02 | 0.01 | 0.01 | 0.03 | 0.02 | ||||||||||||||
Debit financing related costs | — | — | 0.01 | 0.01 | — | ||||||||||||||
Tax effect on above adjustments | (0.04 | ) | (0.04 | ) | (0.03 | ) | (0.07 | ) | (0.08 | ) | |||||||||
Tax correction related to prior periods (5) | — | — | (0.05 | ) | (0.05 | ) | — | ||||||||||||
Excess tax benefits (6) | (0.01 | ) | (0.02 | ) | (0.09 | ) | (0.10 | ) | (0.11 | ) | |||||||||
Adjusted diluted EPS (7) | $ | 0.83 | $ | 0.67 | $ | 0.81 | $ | 1.64 | $ | 1.30 | |||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||||
June 30, | March 31, | June 30, | |||||||||||||||||
2018 | 2017 | 2018 | 2018 | 2017 | |||||||||||||||
Gross Margin | |||||||||||||||||||
Nurse and allied solutions | 26.3 | % | 27.8 | % | 28.0 | % | 27.2 | % | 27.7 | % | |||||||||
Locum tenens solutions | 29.8 | % | 30.0 | % | 28.7 | % | 29.2 | % | 30.3 | % | |||||||||
Other workforce solutions | 52.2 | % | 55.7 | % | 53.6 | % | 52.7 | % | 55.3 | % | |||||||||
Operating Data: | |||||||||||||||||||
Nurse and allied solutions | |||||||||||||||||||
Average healthcare professionals on assignment (8) | 9,095 | 8,776 | 9,567 | 9,331 | 8,913 | ||||||||||||||
Locum tenens solutions | |||||||||||||||||||
Days filled (9) | 55,225 | 58,660 | 52,794 | 108,020 | 113,903 | ||||||||||||||
Revenue per day filled (10) | $ | 1,943 | $ | 1,845 | $ | 1,953 | $ | 1,948 | $ | 1,853 | |||||||||
As of June 30, | As of March 31, | ||||
2018 | 2017 | 2018 | |||
Leverage ratio (11) | 1.7 | 1.4 | 1.2 | ||
June 30, 2018 | December 31, 2017 | June 30, 2017 | |||||||||
Assets | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 22,894 | $ | 15,147 | $ | 22,878 | |||||
Accounts receivable, net | 354,781 | 350,496 | 334,597 | ||||||||
Accounts receivable, subcontractor | 34,657 | 41,012 | 36,631 | ||||||||
Prepaid and other current assets | 56,189 | 67,498 | 46,938 | ||||||||
Total current assets | 468,521 | 474,153 | 441,044 | ||||||||
Restricted cash, cash equivalents and investments | 61,839 | 64,315 | 33,882 | ||||||||
Fixed assets, net | 81,221 | 73,431 | 65,368 | ||||||||
Other assets | 83,034 | 74,366 | 71,594 | ||||||||
Goodwill | 439,134 | 340,596 | 340,596 | ||||||||
Intangible assets, net | 339,514 | 227,096 | 236,486 | ||||||||
Total assets | $ | 1,473,263 | $ | 1,253,957 | $ | 1,188,970 | |||||
Liabilities and stockholders' equity | |||||||||||
Current liabilities: | |||||||||||
Accounts payable and accrued expenses | $ | 123,105 | $ | 130,319 | $ | 118,943 | |||||
Accrued compensation and benefits | 130,258 | 121,423 | 107,283 | ||||||||
Current portion of notes payable | — | — | 18,071 | ||||||||
Deferred revenue | 13,615 | 8,384 | 9,644 | ||||||||
Other current liabilities | 16,261 | 5,146 | 12,387 | ||||||||
Total current liabilities | 283,239 | 265,272 | 266,328 | ||||||||
Revolving credit facility | 155,000 | — | — | ||||||||
Notes payable, less unamortized fees | 320,225 | 319,843 | 319,462 | ||||||||
Deferred income taxes, net | 19,863 | 27,036 | 12,387 | ||||||||
Other long-term liabilities | 78,192 | 79,279 | 82,301 | ||||||||
Total liabilities | 856,519 | 691,430 | 680,478 | ||||||||
Commitments and contingencies | |||||||||||
Stockholders’ equity: | 616,744 | 562,527 | 508,492 | ||||||||
Total liabilities and stockholders’ equity | $ | 1,473,263 | $ | 1,253,957 | $ | 1,188,970 |
Three Months Ended | Six Months Ended | ||||||||||||||||||
June 30, | March 31, | June 30, | |||||||||||||||||
2018 | 2017(12) | 2018 | 2018 | 2017(12) | |||||||||||||||
Net cash provided by operating activities | $ | 66,203 | $ | 25,359 | $ | 59,735 | $ | 125,938 | $ | 70,043 | |||||||||
Net cash used in investing activities | (229,337 | ) | (6,316 | ) | (9,613 | ) | (238,950 | ) | (19,616 | ) | |||||||||
Net cash provided by (used in) financing activities | 133,627 | (26,945 | ) | (14,970 | ) | 118,657 | (38,873 | ) | |||||||||||
Effect of exchange rates on cash | 91 | (42 | ) | (19 | ) | 72 | (38 | ) | |||||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (29,416 | ) | (7,944 | ) | 35,133 | 5,717 | 11,516 | ||||||||||||
Cash, cash equivalents and restricted cash at beginning of period | 134,027 | 70,488 | 98,894 | 98,894 | 51,028 | ||||||||||||||
Cash, cash equivalents and restricted cash at end of period | $ | 104,611 | $ | 62,544 | $ | 134,027 | $ | 104,611 | $ | 62,544 |
Three Months Ended | |
September 30, 2018 | |
Adjusted EBITDA margin (13) | 12.5% |
Deduct: | |
Share-based compensation | 0.6% |
Acquisition and integration costs | 0.2% |
EBITDA margin | 11.7% |
Depreciation and amortization | 2.1% |
Operating margin | 9.6% |
(1) | Operating margin represents income from operations divided by revenue. |
(2) | Segment operating income represents net income plus interest expense (net of interest income) and other, income tax expense, depreciation and amortization, unallocated corporate overhead, acquisition and integration costs and share-based compensation. |
(3) | Adjusted EBITDA represents net income plus interest expense (net of interest income) and other, income tax expense, depreciation and amortization, acquisition and integration costs and share-based compensation. Management 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 is a measure used in the Company’s credit agreement and the indenture governing our 5.125% Senior Notes due 2024. Adjusted EBITDA is not intended to represent cash flows for the period, nor has it been presented as an alternative to income from operations or net income as an indicator of operating performance. Although 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 statement of comprehensive income, and management therefore utilizes adjusted EBITDA as an operating performance measure in conjunction with GAAP measures such as net income. |
(4) | Adjusted EBITDA margin represents adjusted EBITDA divided by revenue. |
(5) | During the first quarter of 2018, the Company recorded a net tax benefit of $2,501,000 to adjust for an immaterial out-of-period error identified this quarter related to the income tax treatment of fair value changes in the cash surrender value of its Company Owned Life Insurance for years ended December 31, 2015 through December 31, 2017. These fair value changes had not previously been included as a benefit in the tax provision of the related years. |
(6) | The consolidated effective tax rate for the three and six months ended June 30, 2018 was favorably affected by the recording of excess tax benefits relating to equity awards vested and exercised during the period. As a result of the adoption of a new accounting pronouncement on January 1, 2017, we no longer record excess tax benefits as an increase to additional paid-in capital, but record such excess tax benefits on a prospective basis as a reduction of income tax expense, which amounted to $576,000 and $1,028,000 for the three months ended June 30, 2018 and 2017, respectively. For the six months ended June 30, 2018 and 2017, excess tax benefits recorded as a reduction of income tax expense were $5,094,000 and $5,325,000, respectively. The magnitude of the impact of excess tax benefits generated in the future, which may be favorable or unfavorable, is dependent upon the Company’s future grants of share-based compensation, the Company’s future stock price on the date awards vest or exercise in relation to the fair value of the awards on the grant date or the exercise behavior of the Company’s stock appreciation rights holders. Since these favorable tax benefits are largely unrelated to our current year’s income before taxes and is unrepresentative of our normal effective tax rate, we excluded their impact on adjusted diluted EPS for the three and six months ended June 30, 2018 and 2017. |
(7) | Adjusted diluted EPS represents GAAP diluted EPS excluding the impact of the (A) amortization of intangible assets, (B) acquisition and integration costs, (C) deferred financing costs, (D) tax effect, if any, of the foregoing adjustments, (E) excess tax benefits relating to equity awards vested and exercised since January 1, 2017, and (F) correction of prior periods error. Management included this non-GAAP measure to provide investors and prospective investors with an alternative method for assessing the Company’s operating results in a manner that is focused on its operating performance and to provide a more consistent basis for comparison between periods. However, investors and prospective 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 diluted EPS). Although management believes the items excluded from adjusted diluted EPS are not indicative of the Company’s operating performance, these items do impact the statement of comprehensive income, and management therefore utilizes adjusted diluted EPS as an operating performance measure in conjunction with GAAP measures such as GAAP diluted EPS. |
(8) | Average healthcare professionals on assignment represents the average number of nurse and allied healthcare professionals on assignment during the period presented. |
(9) | Days filled is calculated by dividing the locum tenens hours filled during the period by eight hours. |
(10) | Revenue per day filled represents revenue of the Company’s locum tenens solutions segment divided by days filled for the period presented. |
(11) | Leverage ratio represents the ratio of the consolidated funded indebtedness (as calculated per the Company’s credit agreement) at the end of the subject period to the consolidated adjusted EBITDA (as calculated per the Company’s credit agreement) for the twelve-month period ended at the end of the subject period. |
(12) | As a result of the adoption of ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” on January 1, 2018, we are required to present in the statement of cash flows the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. We adjusted |
(13) | Guidance percentage metrics are approximate. |