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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Amn Healthcare Services Amn Healthcare Services | NYSE:AHS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 33.02 | 0 | 01:00:00 |
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended September 30, 2016
|
|
OR
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from
to
|
Delaware
|
|
06-1500476
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
12400 High Bluff Drive, Suite 100
San Diego, California
|
|
92130
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
Item
|
|
Page
|
|
|
|
|
PART I - FINANCIAL INFORMATION
|
|
|
|
|
1.
|
||
|
Condensed Consolidated Balance Sheets, As of September 30, 2016 and December 31, 2015
|
|
|
Condensed Consolidated Statements of Comprehensive Income, For the Three and Nine Months Ended September 30, 2016 and 2015
|
|
|
Condensed Consolidated Statements of Cash Flows, For the Nine Months Ended September 30, 2016 and 2015
|
|
|
||
2.
|
||
3.
|
||
4.
|
||
|
|
|
|
PART II - OTHER INFORMATION
|
|
|
|
|
|
|
|
1.
|
||
1A.
|
||
2.
|
||
3.
|
||
4.
|
||
5.
|
||
6.
|
||
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
15,708
|
|
|
$
|
9,576
|
|
Accounts receivable, net of allowances of $7,886 and $7,691 at September 30, 2016 and December 31, 2015, respectively
|
331,220
|
|
|
277,996
|
|
||
Accounts receivable, subcontractor
|
42,094
|
|
|
50,807
|
|
||
Prepaid expenses
|
13,928
|
|
|
13,526
|
|
||
Other current assets
|
30,707
|
|
|
23,723
|
|
||
Total current assets
|
433,657
|
|
|
375,628
|
|
||
Restricted cash, cash equivalents and investments
|
28,222
|
|
|
27,352
|
|
||
Fixed assets, net of accumulated depreciation of $84,940 and $76,680 at September 30, 2016 and December 31, 2015, respectively
|
57,965
|
|
|
50,134
|
|
||
Other assets
|
57,296
|
|
|
47,569
|
|
||
Goodwill
|
342,174
|
|
|
204,779
|
|
||
Intangible assets, net of accumulated amortization of $67,326 and $53,747 at September 30, 2016 and December 31, 2015, respectively
|
250,455
|
|
|
174,970
|
|
||
Total assets
|
$
|
1,169,769
|
|
|
$
|
880,432
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
118,289
|
|
|
$
|
118,822
|
|
Accrued compensation and benefits
|
99,629
|
|
|
83,701
|
|
||
Current portion of revolving credit facility
|
—
|
|
|
30,000
|
|
||
Current portion of notes payable
|
3,750
|
|
|
7,500
|
|
||
Deferred revenue
|
8,446
|
|
|
5,620
|
|
||
Other current liabilities
|
9,962
|
|
|
5,374
|
|
||
Total current liabilities
|
240,076
|
|
|
251,017
|
|
||
Revolving credit facility
|
182,500
|
|
|
52,500
|
|
||
Notes payable, less unamortized fees
|
198,793
|
|
|
128,490
|
|
||
Deferred income taxes, net
|
28,278
|
|
|
22,431
|
|
||
Other long-term liabilities
|
86,949
|
|
|
78,134
|
|
||
Total liabilities
|
736,596
|
|
|
532,572
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at September 30, 2016 and December 31, 2015
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 200,000 shares authorized; 48,049 and 47,709 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively
|
480
|
|
|
477
|
|
||
Additional paid-in capital
|
449,733
|
|
|
443,733
|
|
||
Accumulated deficit
|
(16,679
|
)
|
|
(96,167
|
)
|
||
Accumulated other comprehensive loss
|
(361
|
)
|
|
(183
|
)
|
||
Total stockholders’ equity
|
433,173
|
|
|
347,860
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,169,769
|
|
|
$
|
880,432
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
$
|
472,636
|
|
|
$
|
382,859
|
|
|
$
|
1,414,367
|
|
|
$
|
1,060,513
|
|
Cost of revenue
|
318,169
|
|
|
256,850
|
|
|
953,249
|
|
|
722,954
|
|
||||
Gross profit
|
154,467
|
|
|
126,009
|
|
|
461,118
|
|
|
337,559
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
99,995
|
|
|
83,098
|
|
|
297,359
|
|
|
229,377
|
|
||||
Depreciation and amortization
|
7,789
|
|
|
5,304
|
|
|
21,888
|
|
|
15,631
|
|
||||
Total operating expenses
|
107,784
|
|
|
88,402
|
|
|
319,247
|
|
|
245,008
|
|
||||
Income from operations
|
46,683
|
|
|
37,607
|
|
|
141,871
|
|
|
92,551
|
|
||||
Interest expense, net, and other
|
3,016
|
|
|
2,013
|
|
|
9,065
|
|
|
5,797
|
|
||||
Income before income taxes
|
43,667
|
|
|
35,594
|
|
|
132,806
|
|
|
86,754
|
|
||||
Income tax expense
|
16,371
|
|
|
1,947
|
|
|
53,319
|
|
|
25,028
|
|
||||
Net income
|
$
|
27,296
|
|
|
$
|
33,647
|
|
|
$
|
79,487
|
|
|
$
|
61,726
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation and other
|
40
|
|
|
54
|
|
|
165
|
|
|
42
|
|
||||
Unrealized gain (loss) on cash flow hedge, net of income taxes
|
231
|
|
|
(367
|
)
|
|
(343
|
)
|
|
(331
|
)
|
||||
Other comprehensive income (loss)
|
271
|
|
|
(313
|
)
|
|
(178
|
)
|
|
(289
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
$
|
27,567
|
|
|
$
|
33,334
|
|
|
$
|
79,309
|
|
|
$
|
61,437
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.57
|
|
|
$
|
0.71
|
|
|
$
|
1.66
|
|
|
$
|
1.30
|
|
Diluted
|
$
|
0.55
|
|
|
$
|
0.69
|
|
|
$
|
1.61
|
|
|
$
|
1.27
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
48,049
|
|
|
47,674
|
|
|
47,993
|
|
|
47,466
|
|
||||
Diluted
|
49,410
|
|
|
48,978
|
|
|
49,287
|
|
|
48,737
|
|
||||
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
79,487
|
|
|
$
|
61,726
|
|
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisitions:
|
|
|
|
||||
Depreciation and amortization
|
21,888
|
|
|
15,631
|
|
||
Non-cash interest expense and other
|
1,180
|
|
|
1,445
|
|
||
Change in fair value of contingent consideration
|
(88
|
)
|
|
(300
|
)
|
||
Increase in allowances for doubtful accounts and sales credits
|
6,746
|
|
|
5,315
|
|
||
Provision for deferred income taxes
|
(3,209
|
)
|
|
17,683
|
|
||
Share-based compensation
|
8,795
|
|
|
6,551
|
|
||
Excess tax benefits from share-based compensation
|
(2,764
|
)
|
|
(7,269
|
)
|
||
Loss on disposal or sale of fixed assets
|
45
|
|
|
3
|
|
||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
||||
Accounts receivable
|
(42,594
|
)
|
|
(46,732
|
)
|
||
Accounts receivable, subcontractor
|
8,681
|
|
|
(21,078
|
)
|
||
Income taxes receivable
|
6,160
|
|
|
1,008
|
|
||
Prepaid expenses
|
(195
|
)
|
|
(2,213
|
)
|
||
Other current assets
|
(10,109
|
)
|
|
(6,111
|
)
|
||
Other assets
|
(4,295
|
)
|
|
(3,454
|
)
|
||
Accounts payable and accrued expenses
|
(791
|
)
|
|
25,808
|
|
||
Accrued compensation and benefits
|
10,761
|
|
|
16,707
|
|
||
Other liabilities
|
5,736
|
|
|
(4,365
|
)
|
||
Deferred revenue
|
256
|
|
|
1,140
|
|
||
Restricted cash, cash equivalents and investments balance
|
(870
|
)
|
|
(5,858
|
)
|
||
Net cash provided by operating activities
|
84,820
|
|
|
55,637
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Purchase and development of fixed assets
|
(17,705
|
)
|
|
(21,122
|
)
|
||
Equity method investment in Pipeline Health Holdings LLC
|
—
|
|
|
(1,000
|
)
|
||
Payments to fund deferred compensation plan
|
(5,665
|
)
|
|
(2,250
|
)
|
||
Cash paid for acquisitions, net of cash received
|
(216,553
|
)
|
|
(81,097
|
)
|
||
Cash paid for working capital adjustments and holdback liability for prior year acquisitions
|
(1,348
|
)
|
|
(165
|
)
|
||
Net cash used in investing activities
|
(241,271
|
)
|
|
(105,634
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Capital lease repayments
|
(6
|
)
|
|
(4
|
)
|
||
Payments on term loan
|
(8,438
|
)
|
|
(5,625
|
)
|
||
Proceeds from term loan
|
75,000
|
|
|
—
|
|
||
Payments on revolving credit facility
|
(24,000
|
)
|
|
(27,000
|
)
|
||
Proceeds from revolving credit facility
|
124,000
|
|
|
84,500
|
|
||
Payment of financing costs
|
(448
|
)
|
|
—
|
|
||
Earn-out payment for prior acquisition
|
(900
|
)
|
|
—
|
|
||
Proceeds from exercise of equity awards
|
—
|
|
|
3,663
|
|
||
Cash paid for shares withheld for taxes
|
(5,554
|
)
|
|
(11,513
|
)
|
||
Excess tax benefits from share-based compensation
|
2,764
|
|
|
7,269
|
|
||
Net cash provided by financing activities
|
162,418
|
|
|
51,290
|
|
||
Effect of exchange rate changes on cash
|
165
|
|
|
42
|
|
||
Net increase in cash and cash equivalents
|
6,132
|
|
|
1,335
|
|
||
Cash and cash equivalents at beginning of period
|
9,576
|
|
|
13,073
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash and cash equivalents at end of period
|
$
|
15,708
|
|
|
$
|
14,408
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest (net of $158 and $173 capitalized for the nine months ended September 30, 2016 and 2015, respectively)
|
$
|
7,106
|
|
|
$
|
4,334
|
|
Cash paid for income taxes
|
$
|
52,684
|
|
|
$
|
20,655
|
|
Acquisitions:
|
|
|
|
||||
Fair value of tangible assets acquired in acquisitions, net of cash received
|
$
|
18,789
|
|
|
$
|
26,340
|
|
Goodwill
|
136,521
|
|
|
46,891
|
|
||
Intangible assets
|
89,064
|
|
|
33,592
|
|
||
Liabilities assumed
|
(21,921
|
)
|
|
(22,526
|
)
|
||
Holdback provision
|
(1,830
|
)
|
|
(500
|
)
|
||
Earn-out liabilities
|
(4,070
|
)
|
|
(2,700
|
)
|
||
Net cash paid for acquisitions
|
$
|
216,553
|
|
|
$
|
81,097
|
|
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
||||
Purchase of fixed assets recorded in accounts payable and accrued expenses
|
$
|
1,370
|
|
|
$
|
2,206
|
|
Convertible loan converted to equity method investment in Pipeline Health Holdings LLC
|
$
|
—
|
|
|
$
|
1,000
|
|
|
|
|
Fair Value
|
|
Useful Life
|
|
|
|
|
|
|
(in years)
|
|
Identifiable intangible assets
|
|
|
|
|||
|
Tradenames and Trademarks
|
|
$26,300
|
|
20
|
|
|
Customer Relationships
|
|
25,700
|
|
|
12
|
|
Staffing Database
|
|
13,000
|
|
|
10
|
|
Non-Compete Agreements
|
|
900
|
|
|
5
|
|
|
|
$65,900
|
|
|
|
Three Months Ended September 30, 2015
|
Nine Months Ended September 30, 2015
|
|
||||
Revenue
|
$
|
407,172
|
|
$
|
1,127,939
|
|
|
Income from operations
|
$
|
39,172
|
|
$
|
96,071
|
|
|
Net income
|
$
|
32,947
|
|
$
|
60,810
|
|
|
Net income per common share:
|
|
|
|
||||
Basic
|
$
|
0.69
|
|
$
|
1.28
|
|
|
Diluted
|
$
|
0.67
|
|
$
|
1.25
|
|
|
|
|
|
Fair Value
|
|
Useful Life
|
||
|
|
|
|
|
(in years)
|
||
Identifiable intangible assets
|
|
|
|
||||
|
Tradenames and Trademarks
|
|
$
|
8,100
|
|
|
3 - 15
|
|
Customer Relationships
|
|
17,600
|
|
|
10 - 15
|
|
|
Staffing Database
|
|
2,600
|
|
|
5
|
|
|
Acquired Technologies
|
|
1,700
|
|
|
8
|
|
|
Non-Compete Agreements
|
|
219
|
|
|
2
|
|
|
|
|
$
|
30,219
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
27,296
|
|
|
$
|
33,647
|
|
|
$
|
79,487
|
|
|
$
|
61,726
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share - basic
|
$
|
0.57
|
|
|
$
|
0.71
|
|
|
$
|
1.66
|
|
|
$
|
1.30
|
|
Net income per common share - diluted
|
$
|
0.55
|
|
|
$
|
0.69
|
|
|
$
|
1.61
|
|
|
$
|
1.27
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding - basic
|
48,049
|
|
|
47,674
|
|
|
47,993
|
|
|
47,466
|
|
||||
Plus dilutive effect of potential common shares
|
1,361
|
|
|
1,304
|
|
|
1,294
|
|
|
1,271
|
|
||||
Weighted average common shares outstanding - diluted
|
49,410
|
|
|
48,978
|
|
|
49,287
|
|
|
48,737
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Nurse and allied solutions
|
$
|
286,810
|
|
|
$
|
246,748
|
|
|
$
|
877,197
|
|
|
$
|
690,234
|
|
Locum tenens solutions
|
108,553
|
|
|
101,755
|
|
|
320,420
|
|
|
285,835
|
|
||||
Other workforce solutions
|
77,273
|
|
|
34,356
|
|
|
216,750
|
|
|
84,444
|
|
||||
|
$
|
472,636
|
|
|
$
|
382,859
|
|
|
$
|
1,414,367
|
|
|
$
|
1,060,513
|
|
Segment operating income
|
|
|
|
|
|
|
|
||||||||
Nurse and allied solutions
|
$
|
37,396
|
|
|
$
|
32,354
|
|
|
$
|
118,517
|
|
|
$
|
90,875
|
|
Locum tenens solutions
|
14,026
|
|
|
13,321
|
|
|
43,634
|
|
|
34,142
|
|
||||
Other workforce solutions
|
20,867
|
|
|
13,074
|
|
|
56,311
|
|
|
28,397
|
|
||||
|
72,289
|
|
|
58,749
|
|
|
218,462
|
|
|
153,414
|
|
||||
Unallocated corporate overhead
|
15,113
|
|
|
13,817
|
|
|
45,908
|
|
|
38,681
|
|
||||
Depreciation and amortization
|
7,789
|
|
|
5,304
|
|
|
21,888
|
|
|
15,631
|
|
||||
Share-based compensation
|
2,704
|
|
|
2,021
|
|
|
8,795
|
|
|
6,551
|
|
||||
Interest expense, net, and other
|
3,016
|
|
|
2,013
|
|
|
9,065
|
|
|
5,797
|
|
||||
Income before income taxes
|
$
|
43,667
|
|
|
$
|
35,594
|
|
|
$
|
132,806
|
|
|
$
|
86,754
|
|
|
Nurse and Allied Solutions
|
|
Locum Tenens Solutions
|
|
Other Workforce Solutions
|
|
Total
|
||||||||
Balance, January 1, 2016
|
$
|
95,309
|
|
|
$
|
19,743
|
|
|
$
|
89,727
|
|
|
$
|
204,779
|
|
Goodwill from BES acquisition
|
—
|
|
|
—
|
|
|
90,594
|
|
|
90,594
|
|
||||
Goodwill from HSG acquisition
|
8,780
|
|
|
—
|
|
|
—
|
|
|
8,780
|
|
||||
Goodwill from Peak acquisition
|
—
|
|
|
—
|
|
|
37,147
|
|
|
37,147
|
|
||||
Goodwill adjustment for OH acquisition
|
850
|
|
|
—
|
|
|
—
|
|
|
850
|
|
||||
Goodwill adjustment for TFS acquisition
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
||||
Balance, September 30, 2016
|
$
|
104,939
|
|
|
$
|
19,743
|
|
|
$
|
217,492
|
|
|
$
|
342,174
|
|
Accumulated impairment loss as of December 31, 2015 and September 30, 2016
|
$
|
154,444
|
|
|
$
|
53,940
|
|
|
$
|
6,555
|
|
|
$
|
214,939
|
|
|
Fair Value Measurements as of September 30, 2016
|
||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
Money market funds
|
$
|
5,627
|
|
|
$
|
5,627
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
20,989
|
|
|
—
|
|
|
20,989
|
|
|
—
|
|
||||
Interest rate swap liability
|
(396
|
)
|
|
—
|
|
|
(396
|
)
|
|
—
|
|
||||
Acquisition contingent consideration earn-out liabilities
|
(6,752
|
)
|
|
—
|
|
|
—
|
|
|
(6,752
|
)
|
|
Fair Value Measurements as of December 31, 2015
|
||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
Money market funds
|
$
|
5,627
|
|
|
$
|
5,627
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap asset
|
165
|
|
|
—
|
|
|
165
|
|
|
—
|
|
||||
Acquisition contingent consideration earn-out liabilities
|
(3,770
|
)
|
|
—
|
|
|
—
|
|
|
(3,770
|
)
|
|
Three Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Balance as of July 1,
|
$
|
(7,054
|
)
|
|
$
|
(1,400
|
)
|
Change in fair value of contingent consideration earn-out liability from Avantas acquisition
|
—
|
|
|
300
|
|
||
Contingent consideration earn-out liability from TFS acquisition on September 15, 2015
|
—
|
|
|
(2,700
|
)
|
||
Change in fair value of contingent consideration earn-out liability from TFS acquisition
|
(94
|
)
|
|
—
|
|
||
Change in fair value of contingent consideration earn-out liability from HSG acquisition
|
(84
|
)
|
|
—
|
|
||
Change in fair value of contingent consideration earn-out liability from Peak acquisition
|
480
|
|
|
—
|
|
||
Balance as of September 30,
|
$
|
(6,752
|
)
|
|
$
|
(3,800
|
)
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Balance as of January 1,
|
$
|
(3,770
|
)
|
|
$
|
(1,400
|
)
|
Contingent consideration earn-out liability from TFS acquisition on September 15, 2015
|
—
|
|
|
(2,700
|
)
|
||
Settlement of TFS earn-out for year ended December 31, 2015
|
1,000
|
|
|
—
|
|
||
Contingent consideration earn-out liability from HSG acquisition on January 11, 2016
|
(3,590
|
)
|
|
—
|
|
||
Change in fair value of contingent consideration earn-out liability from Avantas acquisition
|
660
|
|
|
300
|
|
||
Change in fair value of contingent consideration earn-out liability from TFS acquisition
|
(859
|
)
|
|
—
|
|
||
Change in fair value of contingent consideration earn-out liability from HSG acquisition
|
(193
|
)
|
|
—
|
|
||
Contingent consideration earn-out liability from Peak acquisition on June 3, 2016
|
(480
|
)
|
|
—
|
|
||
Change in fair value of contingent consideration earn-out liability from Peak acquisition
|
480
|
|
|
—
|
|
||
Balance as of September 30,
|
$
|
(6,752
|
)
|
|
$
|
(3,800
|
)
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Other current assets:
|
|
|
|
|
||||
Restricted cash
|
|
$
|
17,438
|
|
|
$
|
11,995
|
|
Income taxes receivable
|
|
288
|
|
|
3,687
|
|
||
Other
|
|
12,981
|
|
|
8,041
|
|
||
Other current assets
|
|
$
|
30,707
|
|
|
$
|
23,723
|
|
|
|
|
|
|
||||
Fixed assets:
|
|
|
|
|
||||
Furniture and equipment
|
|
$
|
27,707
|
|
|
$
|
23,380
|
|
Software
|
|
108,892
|
|
|
97,962
|
|
||
Leasehold improvements
|
|
6,306
|
|
|
5,472
|
|
||
|
|
142,905
|
|
|
126,814
|
|
||
Accumulated depreciation and amortization
|
|
(84,940
|
)
|
|
(76,680
|
)
|
||
Fixed assets, net
|
|
$
|
57,965
|
|
|
$
|
50,134
|
|
|
|
|
|
|
||||
Accounts payable and accrued expenses:
|
|
|
|
|
||||
Trade accounts payable
|
|
$
|
58,274
|
|
|
$
|
53,261
|
|
Subcontractor payable
|
|
45,126
|
|
|
56,177
|
|
||
Professional liability reserve
|
|
13,692
|
|
|
7,962
|
|
||
Other
|
|
1,197
|
|
|
1,422
|
|
||
Accounts payable and accrued expenses
|
|
$
|
118,289
|
|
|
$
|
118,822
|
|
|
|
|
|
|
||||
Accrued compensation and benefits:
|
|
|
|
|
||||
Accrued payroll
|
|
$
|
29,709
|
|
|
$
|
21,058
|
|
Accrued bonuses
|
|
23,170
|
|
|
24,476
|
|
||
Accrued travel expense
|
|
3,582
|
|
|
2,740
|
|
||
Accrued health insurance reserve
|
|
3,196
|
|
|
3,225
|
|
||
Accrued workers compensation reserve
|
|
8,213
|
|
|
7,701
|
|
||
Deferred compensation
|
|
30,147
|
|
|
23,044
|
|
||
Other
|
|
1,612
|
|
|
1,457
|
|
||
Accrued compensation and benefits
|
|
$
|
99,629
|
|
|
$
|
83,701
|
|
|
|
|
|
|
||||
Other long-term liabilities:
|
|
|
|
|
||||
Workers’ compensation reserve
|
|
$
|
18,265
|
|
|
$
|
16,899
|
|
Professional liability reserve
|
|
42,672
|
|
|
37,369
|
|
||
Deferred rent
|
|
12,784
|
|
|
11,826
|
|
||
Unrecognized tax benefits
|
|
8,081
|
|
|
8,081
|
|
||
Other
|
|
5,147
|
|
|
3,959
|
|
||
Other long-term liabilities
|
|
$
|
86,949
|
|
|
$
|
78,134
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Unaudited Condensed Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
||||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of revenue
|
67.3
|
|
|
67.1
|
|
|
67.4
|
|
|
68.2
|
|
Gross profit
|
32.7
|
|
|
32.9
|
|
|
32.6
|
|
|
31.8
|
|
Selling, general and administrative
|
21.2
|
|
|
21.7
|
|
|
21.0
|
|
|
21.6
|
|
Depreciation and amortization
|
1.6
|
|
|
1.4
|
|
|
1.5
|
|
|
1.5
|
|
Income from operations
|
9.9
|
|
|
9.8
|
|
|
10.1
|
|
|
8.7
|
|
Interest expense, net, and other
|
0.6
|
|
|
0.5
|
|
|
0.6
|
|
|
0.5
|
|
Income before income taxes
|
9.3
|
|
|
9.3
|
|
|
9.4
|
|
|
8.2
|
|
Income tax expense
|
3.5
|
|
|
0.5
|
|
|
3.8
|
|
|
2.4
|
|
Net income
|
5.8
|
%
|
|
8.8
|
%
|
|
5.6
|
%
|
|
5.8
|
%
|
|
(In Thousands)
Nine Months Ended September 30, |
||||||
|
2016
|
|
2015
|
||||
Nurse and allied solutions
|
$
|
115,755
|
|
|
$
|
96,437
|
|
Locum tenens solutions
|
56,247
|
|
|
51,030
|
|
||
Other workforce solutions
|
70,654
|
|
|
36,678
|
|
||
Unallocated corporate overhead
|
45,908
|
|
|
38,681
|
|
||
Share-based compensation
|
8,795
|
|
|
6,551
|
|
||
|
$
|
297,359
|
|
|
$
|
229,377
|
|
|
(In Thousands)
Nine Months Ended September 30, |
||||||
|
2016
|
|
2015
|
||||
|
|
||||||
Net cash provided by operating activities
|
$
|
84,820
|
|
|
$
|
55,637
|
|
Net cash used in investing activities
|
(241,271
|
)
|
|
(105,634
|
)
|
||
Net cash provided by financing activities
|
162,418
|
|
|
51,290
|
|
Period
|
Redemption
Price
|
||
2019
|
|
103.844
|
%
|
2020
|
|
102.563
|
%
|
2021
|
|
101.281
|
%
|
2022 and thereafter
|
|
100
|
%
|
•
|
the effects of economic downturns or slow recoveries, which could result in less demand for our services and pricing pressures;
|
•
|
the negative effects that intermediary organizations may have on our ability to secure new and profitable contracts with our clients;
|
•
|
the level of consolidation and concentration of buyers of healthcare workforce solutions and staffing services, which could affect the pricing of our services and our ability to mitigate concentration risk;
|
•
|
any inability on our part to quickly respond to changing marketplace conditions, such as alternative modes of healthcare delivery, reimbursement, or client needs;
|
•
|
the ability of our clients to retain and increase the productivity of their permanent staff, or their ability to increase the efficiency and effectiveness of their internal recruiting efforts, through online recruiting or otherwise, which may negatively affect our revenue, results of operation, and cash flow;
|
•
|
any inability on our part to grow and operate our business profitably in compliance with federal and state healthcare industry regulation, including conduct of operations, costs and payment for services and payment for referrals as well as laws regarding employment practices and government contracting;
|
•
|
any challenge to the classification of certain of our healthcare professionals as independent contractors, which could adversely affect our profitability;
|
•
|
the effect of investigations, claims, and legal proceedings alleging medical malpractice, violation of employment and wage regulations and other legal theories of liability asserted against us, which could subject us to substantial liabilities;
|
•
|
security breaches and other disruptions that could compromise our information, which could cause our business and reputation to suffer and could subject us to substantial liabilities;
|
•
|
any inability on our part to implement new infrastructure and technology systems effectively or technology disruptions, either of which may adversely affect our operating results and our ability to manage our business effectively;
|
•
|
disruption to or failure of our software-as-a-service (SaaS)-based technology within certain of our service offerings or our inability to adequately protect our intellectual property rights with respect to such technology, which could reduce client satisfaction, harm our reputation, and negatively affect our business;
|
•
|
our dependence on third parties for the execution of certain critical functions;
|
•
|
cybersecurity risks and cyber incidents, which could adversely affect our business or disrupt our operations;
|
•
|
any inability on our part to recruit and retain sufficient quality healthcare professionals at reasonable costs;
|
•
|
any inability on our part to properly screen and match quality healthcare professionals with suitable placements;
|
•
|
any inability on our part to successfully attract and retain a sufficient number of quality sales and operations personnel;
|
•
|
the loss of our key officers and management personnel, which could adversely affect our business and operating results;
|
•
|
any inability on our part to maintain our positive brand awareness and identity;
|
•
|
any inability on our part to consummate and effectively incorporate acquisitions into our business operations;
|
•
|
any recognition by us of an impairment to goodwill or indefinite-lived intangibles;
|
•
|
the effect of significant adverse adjustments by us to our insurance-related accruals, which could decrease our earnings or increase our losses, as the case may be; and
|
•
|
our level of indebtedness and any inability on our part to generate sufficient cash flow to service our debt.
|
Exhibit
Number
|
|
Description
|
|
|
|
4.1
|
|
Indenture, dated as of October 3, 2016, by and among AMN Healthcare, Inc., the guarantors party thereto, and U.S. Bank National Association.*
|
|
|
|
10.1
|
|
Second Amendment to Credit Agreement, dated as of September 19, 2016, by and among the Registrant, AMN Healthcare, Inc., the subsidiary guarantors party thereto, and SunTrust Bank, as administrative agent (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated September 19, 2016, filed with the SEC on September 23, 2016).
|
|
|
|
31.1
|
|
Certification by Susan R. Salka pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
|
|
|
|
31.2
|
|
Certification by Brian M. Scott pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
|
|
|
|
32.1
|
|
Certification by Susan R. Salka pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
32.2
|
|
Certification by Brian M. Scott pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
101.INS
|
|
XBRL Instance Document.*
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.*
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.*
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.*
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.*
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.*
|
|
*
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
AMN HEALTHCARE SERVICES, INC.
|
||
|
||
/
S
/ S
USAN
R. S
ALKA
|
||
Susan R. Salka
President and Chief Executive Officer
(Principal Executive Officer)
|
/
S
/ B
RIAN
M. S
COTT
|
Brian M. Scott
Chief Accounting Officer,
Chief Financial Officer and Treasurer
(Principal Accounting and Financial Officer)
|
1 Year Amn Healthcare Chart |
1 Month Amn Healthcare Chart |
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