UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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| Item 7.01. | Regulation FD Disclosure. |
On September 26, 2019, AMN Healthcare Services, Inc. (the “Company”) announced the proposed unregistered offering (the “Notes Offering”) by AMN Healthcare, Inc. (the “Issuer”) of $300 million aggregate principal amount of senior unsecured notes due 2027.
The Company is disclosing under Item 7.01 the information attached as Exhibit 99.1, which information is incorporated by reference herein. This information, which has not been previously reported, is included in a preliminary offering memorandum that is being disseminated in connection with the Notes Offering.
This information shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibits.
| 99.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| AMN Healthcare Services, Inc. | ||||||
| Date: September 26, 2019 |
By: |
/s/ Susan R. Salka | ||||
| Susan R. Salka | ||||||
| President & Chief Executive Officer | ||||||
EXHIBIT 99.1
Certain Supplemental Financial Information
Introduction
Our historical financial statements do not reflect amounts attributable to any acquired entity for dates prior to such entity’s acquisition. We completed our acquisitions of Silversheet Inc. on January 30, 2019 and Advanced Medical Personnel Services, Inc. on June 14, 2019 (the “acquired entities”). Accordingly, our historical consolidated financial data for the twelve months ended June 30, 2019 do not reflect amounts attributable to the acquired entities. As part of our preliminary offering memorandum that is being disseminated in connection with the Notes Offering, we are providing Further Adjusted EBITDA for the twelve months ended June 30, 2019 to give effect to the impact of our acquisitions of such acquired entities.
| For the Twelve Months Ended June 30, 2019 |
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| (dollars in thousands) | ||||
| Further Adjusted EBITDA |
$ | 283,283 | ||
The following table shows the reconciliation of our Further Adjusted EBITDA to net income:
| For the Twelve Months Ended June 30, 2019 |
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| (dollars in thousands) | ||||
| Net Income |
$ | 126,522 | ||
| Income tax expense |
40,328 | |||
| Interest expense, net & other |
16,170 | |||
| Depreciation and amortization |
47,173 | |||
| EBITDA(a) |
230,193 | |||
| Acquisition and integration costs |
10,617 | |||
| Share-based compensation |
13,558 | |||
| Legal settlement accrual increases |
12,140 | |||
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| Adjusted EBITDA(a) |
266,508 | |||
| EBITDA attributable to 2019 acquisitions(b) |
16,775 | |||
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| Further Adjusted EBITDA(a) |
$ | 283,283 | ||
| (a) | EBITDA represents net income plus interest expense (net of interest income) and other, income tax expense and depreciation and amortization costs. Adjusted EBITDA represents EBITDA plus acquisition and integration costs, share-based compensation and legal settlement accrual increases. Further Adjusted EBITDA represents Adjusted EBITDA plus EBITDA attributable to acquisitions consummated during the twelve months ended June 30, 2019 for the portion of such period prior to the consummation of such acquisitions. Management believes that EBITDA, Adjusted EBITDA and Further Adjusted EBITDA provide an effective measure of the Company’s results, as they exclude certain items that management believes are not indicative of the Company’s operating performance. In addition, Further Adjusted EBITDA is a measure used in credit facilities. EBITDA, Adjusted EBITDA and Further Adjusted EBITDA are not intended to represent cash flows for the period, nor have they 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 EBITDA, Adjusted EBITDA and Further Adjusted EBITDA are not indicative of the Company’s operating performance, these items do impact the statement of comprehensive income, and management therefore utilizes EBITDA, Adjusted EBITDA and Further Adjusted EBITDA as operating performance measures in conjunction with GAAP measures such as net income. |
| (b) | Under the terms of our term loan facility and revolving facility, we include EBITDA from our acquisitions, net of dispositions, in each fiscal year for the period prior to the applicable acquisition. We believe this provides our lenders with a more meaningful view of our EBITDA across all periods by making the information more comparable. For the twelve months ended June 30, 2019, we are including EBITDA attributable to our acquisitions of Silversheet Inc. and Advanced Medical Personnel Services, Inc. prior to our acquisitions thereof on January 30, 2019 and June 14, 2019, respectively. This amount is based on good faith estimates of management derived entirely from financial information provided by the management of the respective companies acquired in the relevant acquisition prior to our ownership and control of such companies. Accordingly, although we believe such information to be accurate, such information cannot be independently verified by our management, nor has such information been independently reviewed or audited by our auditors. We cannot assure you that the financial statements of companies we have acquired or will acquire would not be materially different if such statements were reviewed or audited by our auditors. |