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: October 31, 2018 | By: | /s/ Susan R. Salka |
Susan R. Salka | ||
President & Chief Executive Officer |
Q3 2018 | % Change Q3 2017 | YTD Sept. 30, 2018 | % Change YTD September 30, 2017 | |
Revenue | $526.8 | 7% | $1,607.4 | 9% |
Gross profit | $175.1 | 10% | $523.9 | 9% |
Net income | $27.9 | (1)% | $106.1 | 16% |
Diluted EPS | $0.58 | 2% | $2.17 | 17% |
Adj. diluted EPS* | $0.84 | 33% | $2.47 | 28% |
Adjusted EBITDA* | $67.4 | 9% | $204.0 | 6% |
• | Third quarter consolidated revenue of $527 million increased 7% year over year. |
• | Nurse and Allied segment revenue of $306 million up 1% over the prior year, led by Allied with 8% growth. |
• | Growth in strategic partnerships continues, with 32 service lines added at new and existing MSP clients year to date. |
• | Travel nurse demand has risen recently to the highest level in almost two years. |
• | Adjusted EBITDA of $67 million, up 9% year over year and 12.8% of revenue. |
• | Operating cash flow $45 million in the quarter, $171 million year to date, up 67% year over year. |
• | Repurchased 580,000 shares for $32 million. |
Metric | Guidance* |
Consolidated revenue | $534 - $542 million |
Gross margin | 32.5% - 33.0% |
SG&A as percentage of revenue | 21.0% - 21.5% |
Operating margin | 9.1% - 9.6% |
Adjusted EBITDA margin | 12.0% - 12.5% |
Three Months Ended | Nine Months Ended | ||||||||||||||||||
September 30, | June 30, | September 30, | |||||||||||||||||
2018 | 2017 | 2018 | 2018 | 2017 | |||||||||||||||
Revenue | $ | 526,842 | $ | 494,406 | $ | 558,108 | $ | 1,607,439 | $ | 1,479,378 | |||||||||
Cost of revenue | 351,695 | 334,867 | 377,152 | 1,083,512 | 997,051 | ||||||||||||||
Gross profit | 175,147 | 159,539 | 180,956 | 523,927 | 482,327 | ||||||||||||||
Gross margin | 33.2% | 32.3% | 32.4% | 32.6% | 32.6% | ||||||||||||||
Operating expenses: | |||||||||||||||||||
Selling, general and administrative (SG&A) | 121,216 | 100,579 | 115,535 | 341,488 | 299,325 | ||||||||||||||
SG&A as a % of revenue | 23.0% | 20.3% | 20.7% | 21.2% | 20.2% | ||||||||||||||
Depreciation and amortization | 11,296 | 8,132 | 10,606 | 29,788 | 23,759 | ||||||||||||||
Total operating expenses | 132,512 | 108,711 | 126,141 | 371,276 | 323,084 | ||||||||||||||
Income from operations | 42,635 | 50,828 | 54,815 | 152,651 | 159,243 | ||||||||||||||
Operating margin (1) | 8.1% | 10.3% | 9.8% | 9.5% | 10.8% | ||||||||||||||
Interest expense, net, and other | 4,649 | 4,837 | 6,376 | 16,360 | 14,895 | ||||||||||||||
Income before income taxes | 37,986 | 45,991 | 48,439 | 136,291 | 144,348 | ||||||||||||||
Income tax expense | 10,068 | 17,863 | 12,910 | 30,163 | 52,957 | ||||||||||||||
Net income | $ | 27,918 | $ | 28,128 | $ | 35,529 | $ | 106,128 | $ | 91,391 | |||||||||
Net income as a % of revenue | 5.3% | 5.7% | 6.4% | 6.6% | 6.2% | ||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||
Foreign currency translation and other | 133 | (73 | ) | 91 | 205 | (111 | ) | ||||||||||||
Cash flow hedge, net of income taxes | — | — | — | — | (15 | ) | |||||||||||||
Other comprehensive income (loss) | 133 | (73 | ) | 91 | 205 | (126 | ) | ||||||||||||
Comprehensive income | $ | 28,051 | $ | 28,055 | $ | 35,620 | $ | 106,333 | $ | 91,265 | |||||||||
Net income per common share: | |||||||||||||||||||
Basic | $ | 0.59 | $ | 0.59 | $ | 0.75 | $ | 2.23 | $ | 1.91 | |||||||||
Diluted | $ | 0.58 | $ | 0.57 | $ | 0.73 | $ | 2.17 | $ | 1.85 | |||||||||
Weighted average common shares outstanding: | |||||||||||||||||||
Basic | 47,286 | 47,912 | 47,653 | 47,556 | 47,870 | ||||||||||||||
Diluted | 48,529 | 49,445 | 48,936 | 48,859 | 49,480 | ||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||
September 30, | June 30, | September 30, | |||||||||||||||||
2018 | 2017 | 2018 | 2018 | 2017 | |||||||||||||||
Revenue | |||||||||||||||||||
Nurse and allied solutions | $ | 306,292 | $ | 302,933 | $ | 332,728 | $ | 977,199 | $ | 917,183 | |||||||||
Locum tenens solutions | 101,102 | 111,415 | 107,297 | 311,516 | 322,473 | ||||||||||||||
Other workforce solutions | 119,448 | 80,058 | 118,083 | 318,724 | 239,722 | ||||||||||||||
$ | 526,842 | $ | 494,406 | $ | 558,108 | $ | 1,607,439 | $ | 1,479,378 | ||||||||||
Reconciliation of Non-GAAP Items: | |||||||||||||||||||
Segment operating income (2) | |||||||||||||||||||
Nurse and allied solutions | $ | 42,165 | $ | 40,807 | $ | 43,936 | $ | 137,906 | $ | 134,638 | |||||||||
Locum tenens solutions | 10,992 | 14,438 | 13,371 | 34,321 | 39,028 | ||||||||||||||
Other workforce solutions | 29,010 | 19,890 | 28,576 | 77,437 | 61,788 | ||||||||||||||
82,167 | 75,135 | 85,883 | 249,664 | 235,454 | |||||||||||||||
Unallocated corporate overhead | 14,739 | 13,438 | 15,823 | 45,657 | 43,409 | ||||||||||||||
Adjusted EBITDA (3) | 67,428 | 61,697 | 70,060 | 204,007 | 192,045 | ||||||||||||||
Adjusted EBITDA margin (4) | 12.8% | 12.5% | 12.6% | 12.7% | 13.0% | ||||||||||||||
Depreciation and amortization | 11,296 | 8,132 | 10,606 | 29,788 | 23,759 | ||||||||||||||
Share-based compensation (5) | 1,809 | 2,477 | 3,281 | 7,954 | 7,720 | ||||||||||||||
Acquisition and integration costs (6) | (452 | ) | 260 | 1,358 | 1,474 | 1,323 | |||||||||||||
Legal settlement accrual increases (7) | 12,140 | — | — | 12,140 | — | ||||||||||||||
Income from operations | 42,635 | 50,828 | 54,815 | 152,651 | 159,243 | ||||||||||||||
Interest expense, net, and other | 4,649 | 4,837 | 6,376 | 16,360 | 14,895 | ||||||||||||||
Income before income taxes | 37,986 | 45,991 | 48,439 | 136,291 | 144,348 | ||||||||||||||
Income tax expense | 10,068 | 17,863 | 12,910 | 30,163 | 52,957 | ||||||||||||||
Net Income | $ | 27,918 | $ | 28,128 | $ | 35,529 | $ | 106,128 | $ | 91,391 | |||||||||
GAAP diluted net income per share (EPS) | $ | 0.58 | $ | 0.57 | $ | 0.73 | $ | 2.17 | $ | 1.85 | |||||||||
Adjustments: | |||||||||||||||||||
Amortization of intangible assets | 0.14 | 0.09 | 0.13 | 0.36 | 0.28 | ||||||||||||||
Acquisition and integration costs (6) | (0.01 | ) | 0.01 | 0.02 | 0.03 | 0.03 | |||||||||||||
Legal settlement accrual increases (7) | 0.25 | — | — | 0.25 | — | ||||||||||||||
Equity investment fair value changes (8) | (0.03 | ) | — | — | (0.03 | ) | — | ||||||||||||
Debit financing related costs | — | — | — | 0.01 | — | ||||||||||||||
Tax effect on above adjustments | (0.09 | ) | (0.04 | ) | (0.04 | ) | (0.16 | ) | (0.12 | ) | |||||||||
Tax correction related to prior periods (9) | — | — | — | (0.05 | ) | — | |||||||||||||
Excess tax benefits (10) | — | — | (0.01 | ) | (0.11 | ) | (0.11 | ) | |||||||||||
Adjusted diluted EPS (11) | $ | 0.84 | $ | 0.63 | $ | 0.83 | $ | 2.47 | $ | 1.93 | |||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||
September 30, | June 30, | September 30, | |||||||||||||||||
2018 | 2017 | 2018 | 2018 | 2017 | |||||||||||||||
Gross Margin | |||||||||||||||||||
Nurse and allied solutions | 27.4 | % | 27.3 | % | 26.3 | % | 27.2 | % | 27.6 | % | |||||||||
Locum tenens solutions | 28.4 | % | 30.1 | % | 29.8 | % | 29.0 | % | 30.2 | % | |||||||||
Other workforce solutions | 52.4 | % | 54.1 | % | 52.2 | % | 52.6 | % | 54.9 | % | |||||||||
Operating Data: | |||||||||||||||||||
Nurse and allied solutions | |||||||||||||||||||
Average healthcare professionals on assignment (12) | 8,979 | 8,817 | 9,095 | 9,214 | 8,881 | ||||||||||||||
Locum tenens solutions | |||||||||||||||||||
Days filled (13) | 50,069 | 58,881 | 55,225 | 158,089 | 172,784 | ||||||||||||||
Revenue per day filled (14) | $ | 2,019 | $ | 1,892 | $ | 1,943 | $ | 1,971 | $ | 1,866 | |||||||||
As of September 30, | As of June 30, | ||||
2018 | 2017 | 2018 | |||
Leverage ratio (15) | 1.7 | 1.3 | 1.7 | ||
September 30, 2018 | December 31, 2017 | September 30, 2017 | |||||||||
Assets | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 18,614 | $ | 15,147 | $ | 19,625 | |||||
Accounts receivable, net | 366,436 | 350,496 | 343,596 | ||||||||
Accounts receivable, subcontractor | 44,891 | 41,012 | 37,200 | ||||||||
Prepaid and other current assets | 49,898 | 67,498 | 42,052 | ||||||||
Total current assets | 479,839 | 474,153 | 442,473 | ||||||||
Restricted cash, cash equivalents and investments | 59,453 | 64,315 | 34,380 | ||||||||
Fixed assets, net | 86,817 | 73,431 | 68,188 | ||||||||
Other assets | 93,206 | 74,366 | 73,962 | ||||||||
Goodwill | 438,299 | 340,596 | 340,596 | ||||||||
Intangible assets, net | 332,788 | 227,096 | 231,791 | ||||||||
Total assets | $ | 1,490,402 | $ | 1,253,957 | $ | 1,191,390 | |||||
Liabilities and stockholders' equity | |||||||||||
Current liabilities: | |||||||||||
Accounts payable and accrued expenses | $ | 142,543 | $ | 130,319 | $ | 117,934 | |||||
Accrued compensation and benefits | 135,632 | 121,423 | 111,984 | ||||||||
Deferred revenue | 13,107 | 8,384 | 9,609 | ||||||||
Other current liabilities | 11,806 | 5,146 | 5,440 | ||||||||
Total current liabilities | 303,088 | 265,272 | 244,967 | ||||||||
Revolving credit facility | 150,000 | — | — | ||||||||
Notes payable, less unamortized fees | 320,416 | 319,843 | 319,652 | ||||||||
Deferred income taxes, net | 24,651 | 27,036 | 11,899 | ||||||||
Other long-term liabilities | 77,527 | 79,279 | 82,673 | ||||||||
Total liabilities | 875,682 | 691,430 | 659,191 | ||||||||
Commitments and contingencies | |||||||||||
Stockholders’ equity: | 614,720 | 562,527 | 532,199 | ||||||||
Total liabilities and stockholders’ equity | $ | 1,490,402 | $ | 1,253,957 | $ | 1,191,390 |
Three Months Ended | Nine Months Ended | ||||||||||||||||||
September 30, | June 30, | September 30, | |||||||||||||||||
2018 | 2017(16) | 2018 | 2018 | 2017(16) | |||||||||||||||
Net cash provided by operating activities | $ | 44,811 | $ | 32,053 | $ | 66,203 | $ | 170,749 | $ | 102,096 | |||||||||
Net cash used in investing activities | (35,401 | ) | (4,429 | ) | (229,337 | ) | (274,351 | ) | (24,045 | ) | |||||||||
Net cash provided by (used in) financing activities | (36,883 | ) | (24,951 | ) | 133,627 | 81,774 | (63,824 | ) | |||||||||||
Effect of exchange rates on cash | 133 | (73 | ) | 91 | 205 | (111 | ) | ||||||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (27,340 | ) | 2,600 | (29,416 | ) | (21,623 | ) | 14,116 | |||||||||||
Cash, cash equivalents and restricted cash at beginning of period | 104,611 | 62,544 | 134,027 | 98,894 | 51,028 | ||||||||||||||
Cash, cash equivalents and restricted cash at end of period | $ | 77,271 | $ | 65,144 | $ | 104,611 | $ | 77,271 | $ | 65,144 |
Three Months Ended | |||
December 31, 2018 | |||
Low(17) | High(17) | ||
Adjusted EBITDA margin | 12.0% | 12.5% | |
Deduct: | |||
Share-based compensation | 0.6% | ||
Acquisition and integration costs | 0.2% | ||
EBITDA margin | 11.2% | 11.7% | |
Depreciation and amortization | 2.1% | ||
Operating margin | 9.1% | 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, legal settlement accrual increases 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, legal settlement accrual increases 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) | Share-based compensation for the three months ended September 30, 2018 was partially offset by a $1,610,000 reduction related to performance equity awards. |
(6) | Acquisition and integration costs of $874,000 for the three months ended September 30, 2018 were partially offset by a decrease in contingent consideration liabilities for recently acquired companies of $1,326,000. |
(7) | During the third quarter of 2018, the Company recorded increases to its legal accruals established in connection with settlement agreements entered into during September and October 2018 in two class actions related to wage and hour claims, both of which are considered probable. For the three months ended September 30, 2018, the increases amounted to $12,140,000. Since the settlements are largely unrelated to the Company’s operating performance, we excluded the impact on adjusted EBITDA and adjusted diluted EPS for the three months ended September 30, 2018. Amounts recorded in prior quarters in these two class actions and legal accruals related to other matters are immaterial and their impact was not excluded from adjusted EBITDA or adjusted diluted EPS. |
(8) | As a result of the adoption of a new accounting pronouncement on January 1, 2018, the Company now measures equity investments, except those accounted for using the equity method of accounting, at fair value with changes in fair value recognized through net income. For the three and nine months ended September 30, 2018, changes in fair value of equity investments recognized in interest expense, net, and other were $1,359,000. Since this favorable change in fair value is unrelated to the Company’s operating performance, we excluded the impact on adjusted diluted EPS for the three and nine months ended September 30, 2018. |
(9) | 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. |
(10) | The consolidated effective tax rate for the three and nine months ended September 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 $5,000 and $56,000 for the three months ended September 30, 2018 and 2017, respectively. For the nine months ended September 30, 2018 and 2017, excess tax benefits recorded as a reduction of income tax expense were $5,099,000 and $5,381,000, 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 nine months ended September 30, 2018 and 2017. |
(11) | Adjusted diluted EPS represents GAAP diluted EPS excluding the impact of the (A) amortization of intangible assets, (B) acquisition and integration costs, (C) legal settlement accrual increases, (D) changes in fair value of equity investments since January 1, 2018, (E) deferred financing costs, (F) tax effect, if any, of the foregoing adjustments, (G) excess tax benefits relating to equity awards vested and exercised since January 1, 2017, and (H) 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 |
(12) | Average healthcare professionals on assignment represents the average number of nurse and allied healthcare professionals on assignment during the period presented. |
(13) | Days filled is calculated by dividing the locum tenens hours filled during the period by eight hours. |
(14) | Revenue per day filled represents revenue of the Company’s locum tenens solutions segment divided by days filled for the period presented. |
(15) | 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. |
(16) | 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 certain restricted cash amounts for the three and nine months ended September 30, 2017 in the cash flow table presented above. These adjustments had no effect on previously reported results of operations or retained earnings. |
(17) | Guidance percentage metrics are approximate. |