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
Date of
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| ITEM 7.01. | Regulation FD Disclosure. |
On August 10, 2020, AMN Healthcare Services, Inc. (the “Company”) announced the proposed unregistered offering (the “Notes Offering”) by AMN Healthcare, Inc. (the “Issuer”) of an additional $150 million aggregate principal amount of the Issuer’s 4.625% Senior Notes due 2027.
The Company is disclosing under Item 7.01 the information attached as Exhibit 99.1, which information is incorporated by reference herein. This information, which has not been previously reported, is included in a preliminary offering memorandum that is being disseminated in connection with the Notes Offering.
This information shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibits.
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Certain Supplemental Financial Information. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMN Healthcare Services, Inc. | |||
| Date: August 10, 2020 | By: | /s/ Brian Scott | |
| Brian Scott | |||
| Chief Financial Officer | |||
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For the Twelve Months Ended
June 30, 2020 |
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(dollars in thousands)
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Further Adjusted EBITDA
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$
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338,287
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Ratio of as adjusted total debt to Further Adjusted EBITDA(1)(2)
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2.7
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x
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Ratio of as adjusted net debt to Further Adjusted EBITDA(1)(3)
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2.6
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x
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(1)
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EBITDA, Adjusted EBITDA and Further Adjusted EBITDA are non-GAAP financial measures that are reconciled to their
most directly comparable GAAP measure, net income, in the following table.
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(2)
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Total debt represents outstanding borrowings under our term loan facility, outstanding borrowings under our revolving credit
facility, the principal amount of our existing 4.625% Senior Notes due 2027 outstanding and the principal amount of our existing 5.125% Senior Notes due 2024 outstanding. As adjusted total debt represents total debt on an as adjusted
basis after giving effect to our repayment of approximately $45.0 million of indebtedness under our revolving credit facility subsequent to June 30, 2020 and this offering and the use of proceeds therefrom.
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(3)
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Net debt represents total debt (as described in footnote (2) above) less cash and cash
equivalents. As adjusted net debt represents as adjusted total debt (as described in footnote (2) above) less cash and cash equivalents.
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For the Twelve Months Ended
June 30, 2020 |
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(dollars in thousands)
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Net Income
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$
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86,287
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Income tax expense
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35,378
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Interest expense, net & other
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39,186
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Depreciation and amortization
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76,252
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Depreciation (included in cost of revenue)
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500
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EBITDA(a)(b)
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237,603
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Acquisition and integration costs
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42,979
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Share-based compensation
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18,627
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Legal settlement accrual increases
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—
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Adjusted EBITDA(a)(b)
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299,209
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COVID-19 employee-related cost savings(c)
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28,874
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Restructured lease cost savings(d)
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3,698
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Strategic initiatives, acquisitions and other business optimization(e)
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6,506
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Further Adjusted EBITDA(a)(b)
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$
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338,287
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(a)
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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 for
the twelve months ended June 30, 2020 represents Adjusted EBITDA plus the amount of net cost savings and synergies projected by the Company to be realized as a result of operational initiatives undertaken in response to the COVID-19
pandemic and in connection with the acquisition of Stratus Video Holding Company (“Stratus Video”) on February 14, 2020, in each case as more fully described under footnotes (c) and (d) below.
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. 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.
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(b)
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None of EBITDA, Adjusted EBITDA or Further Adjusted EBITDA for the twelve months ended June
30, 2020 includes any amounts attributable to Stratus Video prior to the consummation of our acquisition thereof on February 14, 2020 as no financial statements of Stratus Video are available for the period from July 1, 2019 to February
14, 2020. For the historical financial results of Stratus Video for the fiscal year ended December 31, 2019 and our pro forma combined results for such fiscal year, please see the financial statements included within our current report
on Form 8-K/A filed on May 1, 2020 incorporated by reference herein. For the fiscal year ended December 31, 2019, Stratus Video had EBITDA of $13.3 million. Stratus Video’s EBITDA represents net income plus interest expense (net of
interest income) and other, income tax expense (benefit) and depreciation and amortization costs. The following table shows the reconciliation of the EBITDA of Stratus Video to net income:
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For the Year Ended
December 31, 2019
(in thousands)
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Net Income
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$
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3,763
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Income tax expense (benefit)
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(8,563
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)
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Interest expense, net & other
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8,014
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Depreciation and amortization
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7,207
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Depreciation (included in cost of revenue)
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2,899
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EBITDA
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$
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13,320
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(c)
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Consists of cost savings from the suspension or termination of certain employee benefits as a result of the
COVID-19 pandemic in the amount of approximately $9,966,000 and headcount reductions effected in response to the COVID-19 pandemic in the amount of approximately $18,909,000, in each case as if such actions were taken on July 1, 2019.
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(d)
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Consists of restructured lease expense savings in the amount of approximately $3,698,000 expected to be realized within the next 12 months.
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(e)
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Consists of (i) costs incurred in connection with strategic initiatives,
including go-to-market strategy and leveraging technology to improve client and clinician experience, in the amount of approximately $1,226,000, (ii) costs incurred in connection with business optimization projects focused on internal
process development improvement in the amount of approximately $595,000 and (iii) approximately $4,685,000 in cost synergies associated with the acquisition of Stratus Video on February 14, 2020 that
are expected to be realized within the next 12 months.
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