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Share Name | Share Symbol | Market | Type |
---|---|---|---|
AMN Healthcare Services Inc | NYSE:AMN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.16 | -0.27% | 59.82 | 61.58 | 59.63 | 59.98 | 984,361 | 01:00:00 |
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended December 31, 2017
|
¨
|
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)
|
Title of Each Class
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
|
New York Stock Exchange
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
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|
Item
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Page
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|
PART I
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|
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|
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1.
|
||
1A.
|
||
1B.
|
||
2.
|
||
3.
|
||
4.
|
||
|
|
|
|
PART II
|
|
|
|
|
5.
|
||
6.
|
||
7.
|
||
7A.
|
||
8.
|
||
9.
|
||
9A.
|
||
9B.
|
||
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|
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PART III
|
|
|
|
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10.
|
||
11.
|
||
12.
|
||
13.
|
||
14.
|
||
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PART IV
|
|
|
|
|
15.
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||
|
Item 1.
|
Business
|
•
|
Managed Services Programs
. We acquired Medfinders, one of the nation’s leading providers of clinical workforce MSP, accelerating our growth in this area and clearly establishing AMN Healthcare as the nation’s largest provider of clinical workforce management solutions.
|
•
|
Vendor Management Systems
. Through our acquisitions of ShiftWise and Medefis, we offer two industry-leading SaaS-based, vendor neutral management systems, which allows our clients to utilize a technology-based approach to more efficiently manage their contingent staffing needs.
|
•
|
Interim Leadership Staffing and Executive Search Services
. We acquired B.E. Smith (“BES”) and The First String Healthcare (“TFS”), which we believe made us the nation’s largest provider of interim healthcare leadership staffing, including clinical leaders and executive leaders, healthcare executive search services and other related advisory services.
|
•
|
Workforce Optimization Services
.
Through our acquisition of Avantas, we offer workforce optimization services, including consulting, data analytics, predictive modeling and SaaS-based scheduling technology. We believe Avantas’ proprietary scheduling software helps create more cost effective staffing plans for our clients as compared to traditional methodologies.
|
•
|
Recruitment Process Outsourcing
. We continue to invest in our RPO service line, adding technologies and other capabilities to meet our clients’ growing needs for core staff recruitment expertise and services and to capitalize on the market opportunity as it evolves.
|
•
|
Health Information Management.
Through our acquisition of Peak Provider Solutions (“Peak”), we offer remote medical coding, case management and related health information management auditing and consulting solutions to hospitals and physician medical groups nationwide.
|
•
|
Expanded Our Network of Qualified Healthcare Professionals
. Through our Onward Healthcare acquisition, we increased our supply of healthcare professionals and recruiting capabilities in our traditional healthcare staffing areas of nurse, allied and locum tenens.
|
•
|
Per Diem Staffing
. Our acquisition of Medfinders provided us an entry point into the local, or per diem, staffing market. We provide per diem staffing, often in conjunction with our larger MSP clients. Through investment in new technologies, we are streamlining the match of the right clinicians to the right assignment to meet these on-demand needs.
|
(2)
|
Rapid Response Nurse Staffing and Labor Disruption Services
.
We provide a shorter-term staffing solution of typically up to eight weeks under our NurseChoice brand to address hospitals’ urgent need for registered nurses, including electronic medical records conversion projects. NurseChoice is targeted to recruit and staff nurses who can begin assignments within one to two weeks in contrast to the three to five week lead time that may be required for travel nurses. We also provide labor disruption services for clients involved in strikes of nurses and allied professional staff through our HealthSource Global Staffing brand.
|
(3)
|
Local, or Per Diem, Staffing
.
T
hrough our Nursefinders brand, we provide our clients local staffing, often in support of our MSP clients. Local staffing involves the placement of locally-based healthcare professionals, predominantly nurses, on daily shift work on an as-needed basis. Hospitals and healthcare facilities often give only a few hours’ notice of their local staffing assignments that require a turnaround from their staffing agencies of generally less than 24 hours.
|
(4)
|
Locum Tenens Staffing
. We place physicians of all specialties, advanced practice clinicians and dentists on an independent contractor basis on temporary assignments with all types of healthcare organizations throughout the United States, including hospitals, health systems, medical groups, occupational medical clinics, psychiatric facilities, government institutions and insurance companies. We recruit these professionals nationwide and typically place them on assignment lengths ranging from a few days up to one year. We market these services through our Staff Care and Locum Leaders brands.
|
(5)
|
Allied Staffing
.
We provide allied health professionals, both on a travel and local staffing basis, under the Med Travelers and Club Staffing brands to acute-care hospitals and other healthcare facilities such as skilled nursing facilities, rehabilitation clinics, and retail and mail-order pharmacies. Allied health professionals include such disciplines as physical therapists, respiratory therapists, occupational therapists, medical and radiology technologists, lab technicians, speech pathologists, rehabilitation assistants and pharmacists.
|
(6)
|
Physician Permanent Placement Services
. We provide physician permanent placement services to hospitals, healthcare facilities and physician practice groups throughout the United States. Using a distinct consultative approach that we believe is particularly client-oriented, we perform the vast majority of these services on a retained basis through our Merritt Hawkins and MillicanSolutions (“Millican”)
brands. To a smaller degree, we also perform these services on a contingent basis through our Kendall & Davis brand. We also provide physician and executive leadership search services focused on serving academic medical centers and children’s hospitals nationwide through our MillicanSolutions brand. Our broad specialty offerings include over 70 specialist and sub-specialist opportunities such as internal medicine, family practice and surgery.
|
(7)
|
Interim Leadership Staffing and Executive Search Services
.
Through our recent acquisitions of BES and TFS, we provide executive and clinical leadership interim staffing, healthcare executive search services and advisory services. Practice areas include senior healthcare executives, physician executives, chief nursing officers and other clinical and operational leaders. This business line provides us greater access to the “C-suite” of our clients and prospective clients, which we believe helps improve our visibility as a strategic partner to them and helps provide us with cross-selling opportunities.
|
(8)
|
Managed Services Programs
.
Many of our clients and prospective clients use a number of healthcare staffing agencies to fulfill their nurse, allied and locum tenens staffing needs. We offer a comprehensive managed
|
(9)
|
Vendor Management Systems
.
Some clients and prospective clients wish to utilize a vendor-neutral VMS technology that allows them to self-manage the procurement of their contingent clinical labor. We provide two VMS technologies, ShiftWise and Medefis, to clients that desire this option. Our VMS technology provides, among other things, control over a wide variety of tasks via a single system and consolidated reporting. In
2017
, we had approximately $1.2 billion in annualized gross billings flow through our VMS programs, for which we typically earn a 4-5% fee.
|
(10)
|
Recruitment Process Outsourcing
. We offer our clients RPO services, customized to their particular needs, pursuant to which we recruit, hire and/or onboard permanent clinical and nonclinical positions on behalf of the client. Our RPO program leverages our expertise and support systems to replace or complement a client’s existing internal recruitment function for permanent staffing needs, providing flexibility to our clients to determine how to best garner the recruiting resources necessary to fill their permanent staffing needs.
|
(11)
|
Workforce Optimization Services
.
We provide workforce optimization services, including consulting, data analytics, predictive modeling and SaaS-based scheduling technology. Through the acquisition of Avantas, we acquired proprietary scheduling software, Smart Square, which utilizes predictive analytics to create better, more accurate and timely staffing plans for a client, which we believe effectively reduces the client’s aggregate clinical labor spend.
|
(12)
|
Health Information Management.
Through our recent acquisition of Peak, we offer remote medical coding, case management and related health information management consulting solutions to hospitals and physician medical groups nationwide.
|
•
|
Economic Environment and Employment Rate
. The demand for our services is affected by growth in the U.S. economy, which impacts the employment rate. Growth in real U.S. gross domestic product generally correlates to rising employment rates. When these macro-drivers are positive, it typically results in increased demand for our services and vice versa. Generally, we believe a positive economic environment and growing employment lead to increasing demand for healthcare services. As employment levels rise, healthcare facilities, like employers in many industries, experience higher levels of employee attrition and have a relatively more difficult time finding permanent staffing to fill their needs.
|
•
|
Supply of Healthcare Professionals
. While reports differ on the existence and extent of current and future healthcare professional shortages, many regions of the United States are experiencing a shortage of physicians and nurses that we believe will persist in the future. According to the Association of American Medical Colleges, the physician shortage is expected to range from 61,700 to 94,700 physicians by 2025. In nursing, geographic and specialty-based shortages are also expected through 2025. Demand for our services is positively correlated with activity in the permanent labor market. When nurse vacancy rates increase, temporary nurse staffing orders typically increase as well.
|
•
|
General Demand for Healthcare Services
. Changes in demand for healthcare services, particularly at acute healthcare hospitals and inpatient facilities, affect the demand for our services. According to the U.S. Department of Health and Human Services, the uninsured population declined by more than 20 million people between the passage of the Affordable Care Act in 2010 and 2017. Growth of the insured population contributed to a relatively sharp increase in national healthcare expenditures beginning in 2014. Current administration policy efforts may negatively impact this trend. Additionally, the U.S. population continues to age, and medical technology advances are contributing to longer life expectancy. According to the U.S. Census Bureau, the number of adults age 65 or older, who are three times more likely to have a hospital stay and twice as likely to visit a physician office compared with the rest of the population, is on pace to grow an estimated 36% between 2015 and 2025. This may place upward pressure on demand for the services we provide in the coming years. Not only does the age-demographic shift affect healthcare services demand, it also complicates the supply of skilled labor, as an increasing number of clinicians are aging out of the workforce.
|
•
|
Adoption of Workforce Solutions
. We believe healthcare organizations are increasingly seeking sophisticated, innovative and economically beneficial workforce solutions that improve patient outcomes. We believe the prevalence of workforce solutions, such as MSP, VMS, RPO and workforce optimization tools, in the healthcare industry is still underpenetrated in comparison with non-healthcare sectors. During 2017, approximately 40% of our consolidated revenues were generated through MSP relationships, which we believe is higher than the industry average. The changes in reimbursement methodologies, coupled with clinical labor representing a significant portion of a healthcare facility’s cost structure, may accelerate the adoption of strategic outsourced workforce solutions, which would likely place upward pressure on the demand for the services we provide.
|
Item 1A.
|
Risk Factors
|
•
|
increasing our vulnerability to adverse economic, industry or competitive developments,
|
•
|
requiring a portion of our cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flows to fund operations, capital expenditures and future business opportunities,
|
•
|
making it more difficult for us to satisfy our obligations with respect to our indebtedness,
|
•
|
restricting us from making strategic acquisitions or causing us to make non-strategic divestitures,
|
•
|
limiting our ability to obtain additional financing for working capital, capital expenditures, product and service development, debt service requirements, acquisitions, and general corporate or other purposes, and
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less leveraged and who, therefore, may be able to take advantage of opportunities that our substantial indebtedness may prevent us from exploiting.
|
•
|
incur or guarantee additional indebtedness or issue certain preferred equity,
|
•
|
pay dividends on, redeem, repurchase, or make distributions in respect of our capital stock, prepay, redeem, or repurchase certain debt or make other restricted payments,
|
•
|
make certain investments,
|
•
|
create, or permit to exist, certain liens,
|
•
|
sell assets,
|
•
|
enter into sale/leaseback transactions,
|
•
|
enter into agreements restricting restricted subsidiaries’ ability to pay dividends or make other payments,
|
•
|
consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets,
|
•
|
enter into certain transactions with affiliates, and
|
•
|
designate restricted subsidiaries as unrestricted subsidiaries.
|
Item 1B.
|
Unresolved Staff Comments
|
Location
|
Square Feet
|
|
San Diego, California (corporate headquarters and all segments)
|
175,672
|
|
Dallas, Texas (all segments)
|
108,502
|
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Sales Price
|
||||||
|
High
|
|
Low
|
||||
Year Ended December 31, 2016
|
|
|
|
||||
First Quarter
|
$
|
34.10
|
|
|
$
|
21.24
|
|
Second Quarter
|
$
|
41.38
|
|
|
$
|
33.02
|
|
Third Quarter
|
$
|
44.99
|
|
|
$
|
30.96
|
|
Fourth Quarter
|
$
|
40.40
|
|
|
$
|
26.00
|
|
Year Ended December 31, 2017
|
|
|
|
||||
First Quarter
|
$
|
43.85
|
|
|
$
|
33.61
|
|
Second Quarter
|
$
|
42.70
|
|
|
$
|
34.71
|
|
Third Quarter
|
$
|
45.95
|
|
|
$
|
34.85
|
|
Fourth Quarter
|
$
|
51.75
|
|
|
$
|
37.71
|
|
|
|
|
|
|
||
Period
|
Total
Number of
Shares (or
Units)
Purchased
|
Average
Price Paid
per Share
(or Unit)
|
Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Program
|
Maximum Dollar
Value of Shares (or Units)
that May Yet Be
Purchased Under the Program
|
||
June 1 - 30, 2017
|
9,400
|
|
$34.92
|
9,400
|
|
$136,410,198
|
September 1 - 30, 2017
|
177,143
|
|
$38.18
|
177,143
|
|
$129,641,361
|
November 1 - 30, 2017
|
300,000
|
|
$43.52
|
300,000
|
|
$116,575,101
|
|
|
|
|
|
|
|
Total
|
486,543
|
|
$41.41
|
486,543
|
|
$116,575,101
|
|
12/31/12
|
|
12/31/13
|
|
12/31/14
|
|
12/31/15
|
|
12/31/16
|
|
12/31/17
|
||||||
AMN Healthcare Services, Inc.
|
100.00
|
|
|
127.27
|
|
|
169.70
|
|
|
268.83
|
|
|
332.90
|
|
|
426.41
|
|
NYSE Composite
|
100.00
|
|
|
126.28
|
|
|
134.81
|
|
|
129.29
|
|
|
144.73
|
|
|
171.83
|
|
BTEA
|
100.00
|
|
|
167.96
|
|
|
176.46
|
|
|
174.84
|
|
|
158.61
|
|
|
211.13
|
|
Item 6.
|
Selected Financial Data
|
|
Fiscal Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
( in thousands, except per share data)
|
||||||||||||||||||
Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
1,988,454
|
|
|
$
|
1,902,225
|
|
|
$
|
1,463,065
|
|
|
$
|
1,036,027
|
|
|
$
|
1,011,816
|
|
Cost of revenue
|
1,344,035
|
|
|
1,282,501
|
|
|
993,702
|
|
|
719,910
|
|
|
714,536
|
|
|||||
Gross profit
|
644,419
|
|
|
619,724
|
|
|
469,363
|
|
|
316,117
|
|
|
297,280
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative
|
399,700
|
|
|
398,472
|
|
|
319,531
|
|
|
232,221
|
|
|
218,233
|
|
|||||
Depreciation and amortization
|
32,279
|
|
|
29,620
|
|
|
20,953
|
|
|
15,993
|
|
|
13,545
|
|
|||||
Total operating expenses
|
431,979
|
|
|
428,092
|
|
|
340,484
|
|
|
248,214
|
|
|
231,778
|
|
|||||
Income from operations
|
212,440
|
|
|
191,632
|
|
|
128,879
|
|
|
67,903
|
|
|
65,502
|
|
|||||
Interest expense, net, and other
|
19,677
|
|
|
15,465
|
|
|
7,790
|
|
|
9,237
|
|
|
9,665
|
|
|||||
Income before income taxes
|
192,763
|
|
|
176,167
|
|
|
121,089
|
|
|
58,666
|
|
|
55,837
|
|
|||||
Income tax expense
|
60,205
|
|
|
70,329
|
|
|
39,198
|
|
|
25,449
|
|
|
22,904
|
|
|||||
Net income
|
$
|
132,558
|
|
|
$
|
105,838
|
|
|
$
|
81,891
|
|
|
$
|
33,217
|
|
|
$
|
32,933
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.77
|
|
|
$
|
2.21
|
|
|
$
|
1.72
|
|
|
$
|
0.71
|
|
|
$
|
0.72
|
|
Diluted
|
$
|
2.68
|
|
|
$
|
2.15
|
|
|
$
|
1.68
|
|
|
$
|
0.69
|
|
|
$
|
0.69
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
47,807
|
|
|
47,946
|
|
|
47,525
|
|
|
46,504
|
|
|
45,963
|
|
|||||
Diluted
|
49,430
|
|
|
49,267
|
|
|
48,843
|
|
|
48,086
|
|
|
47,787
|
|
|
As of December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
15,147
|
|
|
$
|
10,622
|
|
|
$
|
9,576
|
|
|
$
|
13,073
|
|
|
$
|
15,580
|
|
Total assets
|
1,253,957
|
|
|
1,186,881
|
|
|
880,432
|
|
|
680,731
|
|
|
604,288
|
|
|||||
Total notes payable, including current portion, less unamortized discount and fees
|
319,843
|
|
|
362,942
|
|
|
135,990
|
|
|
143,190
|
|
|
147,347
|
|
|||||
Total stockholders’ equity
|
562,527
|
|
|
449,383
|
|
|
347,860
|
|
|
256,581
|
|
|
217,742
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operation
s
|
|
Years Ended December 31,
|
|
||||
|
2017
|
|
2016
|
|
2015
|
|
Consolidated Statements of Operations:
|
|
|
|
|
|
|
Revenue
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
Cost of revenue
|
67.6
|
|
67.4
|
|
67.9
|
|
Gross profit
|
32.4
|
|
32.6
|
|
32.1
|
|
Selling, general and administrative
|
20.1
|
|
20.9
|
|
21.8
|
|
Depreciation and amortization
|
1.6
|
|
1.6
|
|
1.4
|
|
Income from operations
|
10.7
|
|
10.1
|
|
8.8
|
|
Interest expense, net, and other
|
1.0
|
|
0.8
|
|
0.5
|
|
Income before income taxes
|
9.7
|
|
9.3
|
|
8.3
|
|
Income tax expense
|
3.0
|
|
3.7
|
|
2.7
|
|
Net income
|
6.7
|
%
|
5.6
|
%
|
5.6
|
%
|
|
(In Thousands)
Years Ended
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Nurse and allied solutions
|
$
|
156,676
|
|
|
$
|
134,570
|
|
Locum tenens solutions
|
73,126
|
|
|
68,096
|
|
||
Other workforce solutions
|
91,936
|
|
|
54,327
|
|
||
Unallocated corporate overhead
|
65,335
|
|
|
52,254
|
|
||
Share-based compensation
|
11,399
|
|
|
10,284
|
|
||
|
$
|
398,472
|
|
|
$
|
319,531
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
115,262
|
|
|
$
|
131,851
|
|
|
$
|
56,313
|
|
Net cash used in investing activities
|
(33,446
|
)
|
|
(257,362
|
)
|
|
(116,085
|
)
|
|||
Net cash provided by (used in) financing activities
|
(77,193
|
)
|
|
126,290
|
|
|
56,200
|
|
Period
|
Redemption
Price |
||
2019
|
|
103.844
|
%
|
2020
|
|
102.563
|
%
|
2021
|
|
101.281
|
%
|
2022 and thereafter
|
|
100
|
%
|
|
Fiscal Year
|
||||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Notes payable (1)
|
$
|
16,656
|
|
|
$
|
16,656
|
|
|
$
|
16,656
|
|
|
$
|
16,656
|
|
|
$
|
16,656
|
|
|
$
|
358,314
|
|
|
$
|
441,594
|
|
Operating lease obligations (2)
|
16,962
|
|
|
16,969
|
|
|
16,913
|
|
|
16,969
|
|
|
16,777
|
|
|
66,439
|
|
|
151,029
|
|
|||||||
Total contractual obligations
|
$
|
33,618
|
|
|
$
|
33,625
|
|
|
$
|
33,569
|
|
|
$
|
33,625
|
|
|
$
|
33,433
|
|
|
$
|
424,753
|
|
|
$
|
592,623
|
|
(1)
|
Amounts represent contractual amounts due under the Notes, including interest based on the fixed rate of
5.125%
.
|
(2)
|
Amounts represent minimum contractual amounts, with initial or remaining lease terms and license terms in excess of one year. We have assumed no escalations in rent or changes in variable expenses other than as stipulated in lease contracts.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
/s/ KPMG LLP
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
15,147
|
|
|
$
|
10,622
|
|
Accounts receivable, net of allowances of $9,801 and $11,376 at December 31, 2017 and 2016, respectively
|
350,496
|
|
|
341,977
|
|
||
Accounts receivable, subcontractor
|
41,012
|
|
|
49,233
|
|
||
Prepaid expenses
|
16,505
|
|
|
14,189
|
|
||
Other current assets
|
50,993
|
|
|
34,607
|
|
||
Total current assets
|
474,153
|
|
|
450,628
|
|
||
Restricted cash, cash equivalents and investments
|
64,315
|
|
|
31,287
|
|
||
Fixed assets, net of accumulated depreciation of $97,889 and $84,865 at December 31, 2017 and 2016, respectively
|
73,431
|
|
|
59,954
|
|
||
Other assets
|
74,366
|
|
|
57,534
|
|
||
Goodwill
|
340,596
|
|
|
341,754
|
|
||
Intangible assets, net of accumulated amortization of $90,685 and $72,057 at December 31, 2017 and 2016, respectively
|
227,096
|
|
|
245,724
|
|
||
Total assets
|
$
|
1,253,957
|
|
|
$
|
1,186,881
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
130,319
|
|
|
$
|
137,512
|
|
Accrued compensation and benefits
|
121,423
|
|
|
107,993
|
|
||
Current portion of notes payable
|
—
|
|
|
3,750
|
|
||
Deferred revenue
|
8,384
|
|
|
8,924
|
|
||
Other current liabilities
|
5,146
|
|
|
16,611
|
|
||
Total current liabilities
|
265,272
|
|
|
274,790
|
|
||
Notes payable, less unamortized fees
|
319,843
|
|
|
359,192
|
|
||
Deferred income taxes, net
|
27,036
|
|
|
21,420
|
|
||
Other long-term liabilities
|
79,279
|
|
|
82,096
|
|
||
Total liabilities
|
691,430
|
|
|
737,498
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at December 31, 2017 and 2016
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 200,000 shares authorized; 48,411 issued and 47,481 shares outstanding, respectively, at December 31, 2017 and 48,055 shares issued and 47,612 shares outstanding, respectively, at December 31, 2016
|
484
|
|
|
481
|
|
||
Additional paid-in capital
|
453,351
|
|
|
452,491
|
|
||
Treasury stock, at cost (930 and 443 shares at December 31, 2017 and 2016, respectively)
|
(33,425
|
)
|
|
(13,261
|
)
|
||
Retained earnings
|
142,229
|
|
|
9,671
|
|
||
Accumulated other comprehensive income (loss)
|
(112
|
)
|
|
1
|
|
||
Total stockholders’ equity
|
562,527
|
|
|
449,383
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,253,957
|
|
|
$
|
1,186,881
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
$
|
1,988,454
|
|
|
$
|
1,902,225
|
|
|
$
|
1,463,065
|
|
Cost of revenue
|
1,344,035
|
|
|
1,282,501
|
|
|
993,702
|
|
|||
Gross profit
|
644,419
|
|
|
619,724
|
|
|
469,363
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
399,700
|
|
|
398,472
|
|
|
319,531
|
|
|||
Depreciation and amortization
|
32,279
|
|
|
29,620
|
|
|
20,953
|
|
|||
Total operating expenses
|
431,979
|
|
|
428,092
|
|
|
340,484
|
|
|||
Income from operations
|
212,440
|
|
|
191,632
|
|
|
128,879
|
|
|||
Interest expense, net, and other
|
19,677
|
|
|
15,465
|
|
|
7,790
|
|
|||
Income before income taxes
|
192,763
|
|
|
176,167
|
|
|
121,089
|
|
|||
Income tax expense
|
60,205
|
|
|
70,329
|
|
|
39,198
|
|
|||
Net income
|
$
|
132,558
|
|
|
$
|
105,838
|
|
|
$
|
81,891
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation and other
|
(98
|
)
|
|
267
|
|
|
75
|
|
|||
Cash flow hedge, net of income taxes
|
(15
|
)
|
|
(83
|
)
|
|
98
|
|
|||
Other comprehensive income (loss)
|
(113
|
)
|
|
184
|
|
|
173
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
$
|
132,445
|
|
|
$
|
106,022
|
|
|
$
|
82,064
|
|
|
|
|
|
|
|
||||||
Net income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.77
|
|
|
$
|
2.21
|
|
|
$
|
1.72
|
|
Diluted
|
$
|
2.68
|
|
|
$
|
2.15
|
|
|
$
|
1.68
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
47,807
|
|
|
47,946
|
|
|
47,525
|
|
|||
Diluted
|
49,430
|
|
|
49,267
|
|
|
48,843
|
|
|||
|
|
|
|
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury Stock
|
|
Retained Earnings (Accumulated Deficit)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance, December 31, 2014
|
46,639
|
|
|
$
|
466
|
|
|
$
|
434,529
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(178,058
|
)
|
|
$
|
(356
|
)
|
|
$
|
256,581
|
|
Equity awards vested and exercised, net of shares withheld for payroll taxes
|
1,070
|
|
|
11
|
|
|
(8,256
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,245
|
)
|
||||||
Excess income tax benefits from equity awards vested and exercised
|
—
|
|
|
—
|
|
|
7,176
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,176
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
10,284
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,284
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,891
|
|
|
173
|
|
|
82,064
|
|
||||||
Balance, December 31, 2015
|
47,709
|
|
|
$
|
477
|
|
|
$
|
443,733
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(96,167
|
)
|
|
$
|
(183
|
)
|
|
$
|
347,860
|
|
Repurchase of common stock into treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
(443
|
)
|
|
(13,261
|
)
|
|
—
|
|
|
—
|
|
|
(13,261
|
)
|
||||||
Equity awards vested and exercised, net of shares withheld for payroll taxes
|
346
|
|
|
4
|
|
|
(5,785
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,781
|
)
|
||||||
Excess income tax benefit from equity awards vested and exercised
|
—
|
|
|
—
|
|
|
3,144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,144
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
11,399
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,399
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105,838
|
|
|
184
|
|
|
106,022
|
|
||||||
Balance, December 31, 2016
|
48,055
|
|
|
$
|
481
|
|
|
$
|
452,491
|
|
|
(443
|
)
|
|
$
|
(13,261
|
)
|
|
$
|
9,671
|
|
|
$
|
1
|
|
|
$
|
449,383
|
|
Repurchase of common stock into treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
(487
|
)
|
|
(20,164
|
)
|
|
—
|
|
|
—
|
|
|
(20,164
|
)
|
||||||
Equity awards vested and exercised, net of shares withheld for payroll taxes
|
356
|
|
|
3
|
|
|
(9,377
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,374
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
10,237
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,237
|
|
||||||
Comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
132,558
|
|
|
(113
|
)
|
|
132,445
|
|
||||||
Balance, December 31, 2017
|
48,411
|
|
|
$
|
484
|
|
|
$
|
453,351
|
|
|
(930
|
)
|
|
$
|
(33,425
|
)
|
|
$
|
142,229
|
|
|
$
|
(112
|
)
|
|
$
|
562,527
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
132,558
|
|
|
$
|
105,838
|
|
|
$
|
81,891
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
32,279
|
|
|
29,620
|
|
|
20,953
|
|
|||
Non-cash interest expense and other
|
2,231
|
|
|
2,416
|
|
|
1,934
|
|
|||
Change in fair value of contingent consideration
|
184
|
|
|
(24
|
)
|
|
(330
|
)
|
|||
Increase in allowances for doubtful accounts and sales credits
|
10,339
|
|
|
12,008
|
|
|
6,684
|
|
|||
Provision for deferred income taxes
|
5,607
|
|
|
(9,424
|
)
|
|
12,677
|
|
|||
Share-based compensation
|
10,237
|
|
|
11,399
|
|
|
10,284
|
|
|||
Excess tax benefit from equity awards vested and exercised
|
—
|
|
|
(3,351
|
)
|
|
(7,449
|
)
|
|||
Loss on disposal or sale of fixed assets
|
227
|
|
|
69
|
|
|
4
|
|
|||
Amortization of discount on investments
|
(127
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(18,858
|
)
|
|
(58,700
|
)
|
|
(75,653
|
)
|
|||
Accounts receivable, subcontractor
|
8,221
|
|
|
1,542
|
|
|
(22,365
|
)
|
|||
Income taxes receivable
|
(15,537
|
)
|
|
6,469
|
|
|
7,867
|
|
|||
Prepaid expenses
|
(2,316
|
)
|
|
(455
|
)
|
|
(2,915
|
)
|
|||
Other current assets
|
(934
|
)
|
|
(13,938
|
)
|
|
(5,409
|
)
|
|||
Other assets
|
(5,406
|
)
|
|
(3,562
|
)
|
|
(4,785
|
)
|
|||
Accounts payable and accrued expenses
|
(7,862
|
)
|
|
17,705
|
|
|
29,611
|
|
|||
Accrued compensation and benefits
|
13,430
|
|
|
19,142
|
|
|
11,888
|
|
|||
Other liabilities
|
(8,442
|
)
|
|
8,147
|
|
|
(2,103
|
)
|
|||
Deferred revenue
|
(548
|
)
|
|
732
|
|
|
1,313
|
|
|||
Restricted cash, cash equivalents and investments balance
|
(40,021
|
)
|
|
6,218
|
|
|
(7,784
|
)
|
|||
Net cash provided by operating activities
|
115,262
|
|
|
131,851
|
|
|
56,313
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase and development of fixed assets
|
(26,529
|
)
|
|
(21,956
|
)
|
|
(27,010
|
)
|
|||
Purchase of investments
|
(15,096
|
)
|
|
(13,152
|
)
|
|
—
|
|
|||
Proceeds from maturity of investments
|
20,301
|
|
|
2,000
|
|
|
—
|
|
|||
Change in restricted cash, cash equivalents and investments balance
|
1,915
|
|
|
999
|
|
|
—
|
|
|||
Equity investment
|
(2,000
|
)
|
|
—
|
|
|
(1,000
|
)
|
|||
Payments to fund deferred compensation plan
|
(10,537
|
)
|
|
(6,911
|
)
|
|
(3,004
|
)
|
|||
Cash paid for acquisitions, net of cash received
|
—
|
|
|
(216,494
|
)
|
|
(84,081
|
)
|
|||
Cash paid for other liabilities, working capital adjustments and holdback liability for prior year acquisitions
|
(1,500
|
)
|
|
(1,848
|
)
|
|
(990
|
)
|
|||
Net cash used in investing activities
|
(33,446
|
)
|
|
(257,362
|
)
|
|
(116,085
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
132,558
|
|
|
$
|
105,838
|
|
|
$
|
81,891
|
|
|
|
|
|
|
|
||||||
Net income per common share - basic
|
$
|
2.77
|
|
|
$
|
2.21
|
|
|
$
|
1.72
|
|
Net income per common share - diluted
|
2.68
|
|
|
2.15
|
|
|
1.68
|
|
|||
|
|
|
|
|
|
||||||
Weighted average common shares outstanding - basic
|
47,807
|
|
|
47,946
|
|
|
47,525
|
|
|||
Plus dilutive effect of potential common shares
|
1,623
|
|
|
1,321
|
|
|
1,318
|
|
|||
Weighted average common shares outstanding - diluted
|
49,430
|
|
|
49,267
|
|
|
48,843
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
|
|
|
|
|
||||||
Nurse and allied solutions
|
$
|
1,238,543
|
|
|
$
|
1,185,095
|
|
|
$
|
953,253
|
|
Locum tenens solutions
|
430,615
|
|
|
424,242
|
|
|
385,091
|
|
|||
Other workforce solutions
|
319,296
|
|
|
292,888
|
|
|
124,721
|
|
|||
|
$
|
1,988,454
|
|
|
$
|
1,902,225
|
|
|
$
|
1,463,065
|
|
Segment operating income
|
|
|
|
|
|
||||||
Nurse and allied solutions
|
$
|
182,792
|
|
|
$
|
161,779
|
|
|
$
|
123,969
|
|
Locum tenens solutions
|
51,422
|
|
|
58,757
|
|
|
48,011
|
|
|||
Other workforce solutions
|
81,154
|
|
|
77,450
|
|
|
40,390
|
|
|||
|
315,368
|
|
|
297,986
|
|
|
212,370
|
|
|||
Unallocated corporate overhead
|
60,412
|
|
|
65,335
|
|
|
52,254
|
|
|||
Depreciation and amortization
|
32,279
|
|
|
29,620
|
|
|
20,953
|
|
|||
Share-based compensation
|
10,237
|
|
|
11,399
|
|
|
10,284
|
|
|||
Interest expense, net, and other
|
19,677
|
|
|
15,465
|
|
|
7,790
|
|
|||
Income before income taxes
|
$
|
192,763
|
|
|
$
|
176,167
|
|
|
$
|
121,089
|
|
•
|
The Company recorded
$5,449
of tax benefits within income tax expense for
2017
related to the excess tax benefit on share-based compensation. Prior to adoption, this amount would have been recorded as additional paid-in capital;
|
•
|
The Company continued to estimate the number of awards expected to be forfeited in accordance with its existing accounting policy, which is to estimate forfeitures when recording share-based compensation expense;
|
•
|
The Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of its diluted earnings per share for
2017
. The effect of this change on its diluted earnings per share was not significant; and
|
•
|
For
2017
, cash flows related to excess tax benefits were classified as an operating activity.
|
|
|
|
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
|
|
|
|
|
|
|
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
|
|
|
|
|
Fair Value Measurements as of December 31, 2017
|
||||||||||||||
Assets (Liabilities)
|
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
|
$
|
2,713
|
|
|
$
|
2,713
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
28,708
|
|
|
—
|
|
|
28,708
|
|
|
—
|
|
||||
Acquisition contingent consideration liabilities
|
(2,070
|
)
|
|
—
|
|
|
—
|
|
|
(2,070
|
)
|
|
Fair Value Measurements as of December 31, 2016
|
||||||||||||||
Assets (Liabilities)
|
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
|
$
|
4,627
|
|
|
$
|
4,627
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
25,610
|
|
|
—
|
|
|
25,610
|
|
|
—
|
|
||||
Interest rate swap asset
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
||||
Acquisition contingent consideration liabilities
|
(6,816
|
)
|
|
—
|
|
|
—
|
|
|
(6,816
|
)
|
|
2017
|
|
2016
|
||||
Balance as of January 1,
|
$
|
(6,816
|
)
|
|
$
|
(3,770
|
)
|
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 liabilities from Avantas, TFS and HSG acquisitions
|
(184
|
)
|
|
(456
|
)
|
||
Settlement of TFS earn-out for year ended
December 31, 2016
|
3,000
|
|
|
—
|
|
||
Settlement of HSG earn-out for year ended
December 31, 2016
|
1,930
|
|
|
—
|
|
||
Balance as of December 31,
|
$
|
(2,070
|
)
|
|
$
|
(6,816
|
)
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Staffing databases
|
$
|
19,826
|
|
|
$
|
(7,693
|
)
|
|
$
|
12,133
|
|
|
$
|
19,826
|
|
|
$
|
(5,633
|
)
|
|
$
|
14,193
|
|
Customer relationships
|
136,759
|
|
|
(60,764
|
)
|
|
75,995
|
|
|
136,759
|
|
|
(50,309
|
)
|
|
86,450
|
|
||||||
Tradenames and trademarks
|
61,369
|
|
|
(16,757
|
)
|
|
44,612
|
|
|
61,369
|
|
|
(12,139
|
)
|
|
49,230
|
|
||||||
Non-compete agreements
|
1,697
|
|
|
(958
|
)
|
|
739
|
|
|
1,697
|
|
|
(678
|
)
|
|
1,019
|
|
||||||
Acquired technology
|
8,730
|
|
|
(4,513
|
)
|
|
4,217
|
|
|
8,730
|
|
|
(3,298
|
)
|
|
5,432
|
|
||||||
|
$
|
228,381
|
|
|
$
|
(90,685
|
)
|
|
$
|
137,696
|
|
|
$
|
228,381
|
|
|
$
|
(72,057
|
)
|
|
$
|
156,324
|
|
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradenames and trademarks
|
|
|
|
|
$
|
89,400
|
|
|
|
|
|
|
$
|
89,400
|
|
||||||||
|
|
|
|
|
$
|
227,096
|
|
|
|
|
|
|
$
|
245,724
|
|
|
Amount
|
||
Year ending December 31, 2018
|
$
|
17,555
|
|
Year ending December 31, 2019
|
16,827
|
|
|
Year ending December 31, 2020
|
13,889
|
|
|
Year ending December 31, 2021
|
11,899
|
|
|
Year ending December 31, 2022
|
11,640
|
|
|
Thereafter
|
65,886
|
|
|
|
$
|
137,696
|
|
|
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
|
—
|
|
|
—
|
|
|
91,127
|
|
|
91,127
|
|
||||
Goodwill from HSG acquisition
|
8,147
|
|
|
—
|
|
|
—
|
|
|
8,147
|
|
||||
Goodwill from Peak acquisition
|
—
|
|
|
—
|
|
|
36,827
|
|
|
36,827
|
|
||||
Goodwill adjustment for Onward acquisition
|
850
|
|
|
—
|
|
|
—
|
|
|
850
|
|
||||
Goodwill adjustment for TFS acquisition
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
||||
Balance, December 31, 2016
|
104,306
|
|
|
19,743
|
|
|
217,705
|
|
|
341,754
|
|
||||
Goodwill adjustment for HSG acquisition
|
(1,199
|
)
|
|
—
|
|
|
—
|
|
|
(1,199
|
)
|
||||
Goodwill adjustment for Peak acquisition
|
—
|
|
|
—
|
|
|
41
|
|
|
41
|
|
||||
Balance, December 31, 2017
|
$
|
103,107
|
|
|
$
|
19,743
|
|
|
$
|
217,746
|
|
|
$
|
340,596
|
|
Accumulated impairment loss as of
December 31, 2016 and 2017 |
$
|
154,444
|
|
|
$
|
53,940
|
|
|
$
|
6,555
|
|
|
$
|
214,939
|
|
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
Other current assets:
|
|
|
|
||||
Restricted cash and cash equivalents
|
25,506
|
|
|
20,271
|
|
||
Income taxes receivable
|
15,898
|
|
|
361
|
|
||
Other
|
9,589
|
|
|
13,975
|
|
||
Other current assets
|
$
|
50,993
|
|
|
$
|
34,607
|
|
|
|
|
|
||||
Fixed assets:
|
|
|
|
||||
Furniture and equipment
|
$
|
29,494
|
|
|
$
|
25,582
|
|
Technology and software
|
132,770
|
|
|
112,405
|
|
||
Leasehold improvements
|
9,056
|
|
|
6,832
|
|
||
|
171,320
|
|
|
144,819
|
|
||
Accumulated depreciation
|
(97,889
|
)
|
|
(84,865
|
)
|
||
Fixed assets, net
|
$
|
73,431
|
|
|
$
|
59,954
|
|
|
|
|
|
||||
Accounts payable and accrued expenses:
|
|
|
|
||||
Trade accounts payable
|
$
|
31,420
|
|
|
$
|
33,392
|
|
Subcontractor payable
|
41,786
|
|
|
51,973
|
|
||
Accrued expenses
|
40,403
|
|
|
37,251
|
|
||
Professional liability reserve
|
7,672
|
|
|
10,254
|
|
||
Other
|
9,038
|
|
|
4,642
|
|
||
Accounts payable and accrued expenses
|
$
|
130,319
|
|
|
$
|
137,512
|
|
|
|
|
|
||||
Accrued compensation and benefits:
|
|
|
|
||||
Accrued payroll
|
$
|
33,923
|
|
|
$
|
30,917
|
|
Accrued bonuses and commissions
|
19,489
|
|
|
26,992
|
|
||
Accrued travel expense
|
3,256
|
|
|
2,972
|
|
||
Accrued health insurance reserve
|
3,658
|
|
|
3,189
|
|
||
Accrued workers compensation reserve
|
8,553
|
|
|
8,406
|
|
||
Deferred compensation
|
49,330
|
|
|
32,690
|
|
||
Other
|
3,214
|
|
|
2,827
|
|
||
Accrued compensation and benefits
|
$
|
121,423
|
|
|
$
|
107,993
|
|
|
|
|
|
||||
Other current liabilities:
|
|
|
|
||||
Acquisition related liabilities
|
2,599
|
|
|
6,921
|
|
||
Other
|
2,547
|
|
|
9,690
|
|
||
Other current liabilities
|
$
|
5,146
|
|
|
$
|
16,611
|
|
|
|
|
|
||||
Other long-term liabilities:
|
|
|
|
||||
Workers compensation reserve
|
$
|
19,074
|
|
|
$
|
18,708
|
|
Professional liability reserve
|
38,964
|
|
|
37,338
|
|
||
Deferred rent
|
14,744
|
|
|
13,274
|
|
||
Unrecognized tax benefits
|
5,270
|
|
|
8,464
|
|
||
Other
|
1,227
|
|
|
4,312
|
|
||
Other long-term liabilities
|
$
|
79,279
|
|
|
$
|
82,096
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current income taxes:
|
|
|
|
|
|
||||||
Federal
|
$
|
45,899
|
|
|
$
|
68,312
|
|
|
$
|
22,552
|
|
State
|
8,699
|
|
|
11,441
|
|
|
3,969
|
|
|||
Total
|
54,598
|
|
|
79,753
|
|
|
26,521
|
|
|||
Deferred income taxes:
|
|
|
|
|
|
||||||
Federal
|
1,754
|
|
|
(9,115
|
)
|
|
8,896
|
|
|||
State
|
3,853
|
|
|
(309
|
)
|
|
3,781
|
|
|||
Total
|
5,607
|
|
|
(9,424
|
)
|
|
12,677
|
|
|||
Provision for income taxes from operations
|
$
|
60,205
|
|
|
$
|
70,329
|
|
|
$
|
39,198
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Provision for income taxes from operations
|
$
|
60,205
|
|
|
$
|
70,329
|
|
|
$
|
39,198
|
|
Shareholders’ equity, for compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes
|
—
|
|
|
(3,144
|
)
|
|
(7,176
|
)
|
|||
|
$
|
60,205
|
|
|
$
|
67,185
|
|
|
$
|
32,022
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Tax expense at federal statutory rate
|
$
|
67,467
|
|
|
$
|
61,658
|
|
|
$
|
42,381
|
|
State taxes, net of federal benefit
|
7,880
|
|
|
7,597
|
|
|
5,260
|
|
|||
Non-deductible expenses
|
3,849
|
|
|
3,656
|
|
|
3,505
|
|
|||
Share-based compensation
|
(4,889
|
)
|
|
—
|
|
|
—
|
|
|||
Corporate tax rate change impact on deferred income taxes
|
(14,039
|
)
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefit
|
(1,175
|
)
|
|
379
|
|
|
(11,464
|
)
|
|||
Other, net
|
1,112
|
|
|
(2,961
|
)
|
|
(484
|
)
|
|||
Income tax expense from operations
|
$
|
60,205
|
|
|
$
|
70,329
|
|
|
$
|
39,198
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Stock compensation
|
$
|
7,723
|
|
|
$
|
11,954
|
|
Deferred compensation
|
12,949
|
|
|
13,079
|
|
||
Accrued expenses
|
11,343
|
|
|
35,499
|
|
||
Deferred rent
|
4,033
|
|
|
5,492
|
|
||
Net operating losses
|
2,650
|
|
|
5,756
|
|
||
Other
|
4,904
|
|
|
6,576
|
|
||
Total deferred tax assets
|
$
|
43,602
|
|
|
$
|
78,356
|
|
Deferred tax liabilities:
|
|
|
|
||||
Intangibles
|
$
|
(51,551
|
)
|
|
$
|
(78,201
|
)
|
Fixed assets
|
(15,750
|
)
|
|
(18,847
|
)
|
||
Other
|
(3,297
|
)
|
|
(2,545
|
)
|
||
Total deferred tax liabilities
|
$
|
(70,598
|
)
|
|
$
|
(99,593
|
)
|
Valuation allowance
|
$
|
(40
|
)
|
|
$
|
(183
|
)
|
Net deferred tax liabilities
|
$
|
(27,036
|
)
|
|
$
|
(21,420
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning balance of unrecognized tax benefits
|
$
|
6,842
|
|
|
$
|
6,537
|
|
|
$
|
22,890
|
|
Additions based on tax positions related to the current year
|
513
|
|
|
—
|
|
|
—
|
|
|||
Additions based on tax positions of prior years
|
731
|
|
|
868
|
|
|
395
|
|
|||
Reductions due to lapse of applicable statute of limitation
|
(949
|
)
|
|
(563
|
)
|
|
(214
|
)
|
|||
Settlements
|
(2,474
|
)
|
|
—
|
|
|
(16,534
|
)
|
|||
Ending balance of unrecognized tax benefits
|
$
|
4,663
|
|
|
$
|
6,842
|
|
|
$
|
6,537
|
|
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
Second Term Loan
|
—
|
|
|
44,063
|
|
||
Notes
|
325,000
|
|
|
325,000
|
|
||
Total debt outstanding
|
325,000
|
|
|
369,063
|
|
||
Less unamortized fees
|
(5,157
|
)
|
|
(6,121
|
)
|
||
Less current portion of notes payable
|
—
|
|
|
(3,750
|
)
|
||
Long-term portion of notes payable
|
$
|
319,843
|
|
|
$
|
359,192
|
|
|
Number of Shares
|
|
Weighted Average
Grant Date
Fair Value per
Share
|
|||
Unvested at January 1, 2015
|
1,575
|
|
|
$
|
11.95
|
|
Granted—RSUs
|
203
|
|
|
$
|
22.43
|
|
Granted—PRSUs (1)
|
616
|
|
|
$
|
13.58
|
|
Vested
|
(1,081
|
)
|
|
$
|
9.13
|
|
Canceled/forfeited/expired
|
(76
|
)
|
|
$
|
15.45
|
|
Unvested at December 31, 2015
|
1,237
|
|
|
$
|
16.73
|
|
Granted—RSUs
|
180
|
|
|
$
|
32.65
|
|
Granted—PRSUs (1)
|
361
|
|
|
$
|
20.88
|
|
Vested
|
(641
|
)
|
|
$
|
14.90
|
|
Canceled/forfeited/expired
|
(62
|
)
|
|
$
|
22.57
|
|
Unvested at December 31, 2016
|
1,075
|
|
|
$
|
22.14
|
|
Granted—RSUs
|
166
|
|
|
$
|
40.73
|
|
Granted—PRSUs (1)
|
317
|
|
|
$
|
27.51
|
|
Vested
|
(637
|
)
|
|
$
|
16.88
|
|
Canceled/forfeited/expired
|
(66
|
)
|
|
$
|
30.02
|
|
Unvested at December 31, 2017
|
855
|
|
|
$
|
30.98
|
|
|
Stock Option Plan
|
|
Equity Plan and Other Plans
|
||||||||||
|
Number
Outstanding
|
|
Weighted-
Average
Exercise Price
per Share
|
|
Number
Outstanding
|
|
Weighted-
Average
Exercise Price
per Share
|
||||||
Outstanding at December 31, 2014
|
245
|
|
|
$
|
14.93
|
|
|
948
|
|
|
$
|
10.61
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
(245
|
)
|
|
$
|
14.93
|
|
|
(615
|
)
|
|
$
|
10.79
|
|
Canceled/forfeited/expired
|
—
|
|
|
$
|
—
|
|
|
(1
|
)
|
|
$
|
24.95
|
|
Outstanding at December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
332
|
|
|
$
|
10.26
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
(44
|
)
|
|
$
|
13.69
|
|
Canceled/forfeited/expired
|
—
|
|
|
$
|
—
|
|
|
(2
|
)
|
|
$
|
18.03
|
|
Outstanding at December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
286
|
|
|
$
|
9.67
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
(24
|
)
|
|
$
|
18.85
|
|
Canceled/forfeited/expired
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Outstanding at December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
262
|
|
|
$
|
8.81
|
|
Vested and expected to vest at December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
262
|
|
|
$
|
8.81
|
|
Exercisable at December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
262
|
|
|
$
|
8.81
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Share-based employee compensation, before tax
|
$
|
10,237
|
|
|
$
|
11,399
|
|
|
$
|
10,284
|
|
Related income tax benefits
|
(3,985
|
)
|
|
(4,423
|
)
|
|
(3,990
|
)
|
|||
Share-based employee compensation, net of tax
|
$
|
6,252
|
|
|
$
|
6,976
|
|
|
$
|
6,294
|
|
|
|
Operating
Leases
|
||
Years ending December 31,
|
|
|
||
2018
|
|
$
|
16,962
|
|
2019
|
|
16,969
|
|
|
2020
|
|
16,913
|
|
|
2021
|
|
16,969
|
|
|
2022
|
|
16,777
|
|
|
Thereafter
|
|
66,439
|
|
|
Total minimum lease payments
|
|
$
|
151,029
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total Year
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Revenue
|
$
|
495,169
|
|
|
$
|
489,803
|
|
|
$
|
494,406
|
|
|
$
|
509,076
|
|
|
$
|
1,988,454
|
|
Gross profit
|
$
|
161,776
|
|
|
$
|
161,012
|
|
|
$
|
159,539
|
|
|
$
|
162,092
|
|
|
$
|
644,419
|
|
Net income
|
$
|
32,008
|
|
|
$
|
31,255
|
|
|
$
|
28,128
|
|
|
$
|
41,167
|
|
|
$
|
132,558
|
|
Net income per share from:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.67
|
|
|
$
|
0.65
|
|
|
$
|
0.59
|
|
|
$
|
0.86
|
|
|
$
|
2.77
|
|
Diluted
|
$
|
0.65
|
|
|
$
|
0.63
|
|
|
$
|
0.57
|
|
|
$
|
0.84
|
|
|
$
|
2.68
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total Year
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Revenue
|
$
|
468,002
|
|
|
$
|
473,729
|
|
|
$
|
472,636
|
|
|
$
|
487,858
|
|
|
$
|
1,902,225
|
|
Gross profit
|
$
|
151,898
|
|
|
$
|
154,753
|
|
|
$
|
154,467
|
|
|
$
|
158,606
|
|
|
$
|
619,724
|
|
Net income
|
$
|
25,869
|
|
|
$
|
26,322
|
|
|
$
|
27,296
|
|
|
$
|
26,351
|
|
|
$
|
105,838
|
|
Net income per share from:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.54
|
|
|
$
|
0.55
|
|
|
$
|
0.57
|
|
|
$
|
0.55
|
|
|
$
|
2.21
|
|
Diluted
|
$
|
0.53
|
|
|
$
|
0.53
|
|
|
$
|
0.55
|
|
|
$
|
0.54
|
|
|
$
|
2.15
|
|
Item 9.
|
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
2.1
|
|
|
|
|
|
|
|
2.2
|
|
|
|
|
|
|
|
3.1
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
|
|
3.3
|
|
|
|
|
|
|
|
4.1
|
|
|
|
|
|
|
|
4.2
|
|
|
|
|
|
|
|
10.1
|
|
|
|
|
|
|
|
10.2
|
|
|
|
|
|
|
|
10.3
|
|
|
|
|
|
|
|
10.4
|
|
|
|
|
|
|
|
10.5
|
|
|
|
|
|
|
|
10.6
|
|
|
|
|
|
|
|
10.7
|
|
|
|
|
|
|
|
10.8
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
10.9
|
|
|
|
|
|
|
|
10.10
|
|
|
|
|
|
|
|
10.11
|
|
|
|
|
|
|
|
10.12
|
|
|
|
|
|
|
|
10.13
|
|
|
|
|
|
|
|
10.14
|
|
|
|
|
|
|
|
10.15
|
|
|
|
|
|
|
|
10.16
|
|
|
|
|
|
|
|
10.17
|
|
|
|
|
|
|
|
10.18
|
|
|
|
|
|
|
|
10.19
|
|
|
|
|
|
|
|
10.20
|
|
|
|
|
|
|
|
10.21
|
|
|
|
|
|
|
|
10.22
|
|
|
|
|
|
|
|
10.23
|
|
|
|
|
|
|
|
10.24
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
10.25
|
|
|
|
|
|
|
|
10.26
|
|
|
|
|
|
|
|
10.27
|
|
|
|
|
|
|
|
10.28
|
|
|
|
|
|
|
|
10.29
|
|
|
|
|
|
|
|
21.1
|
|
|
|
|
|
|
|
23.1
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
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.
|
|
|
|
**
|
|
Incorporated by reference to the applicable exhibit of the Registrant’s Current Report on Form 8-K dated April 12, 2006, filed with the SEC on April 14, 2006.
|
|
|
|
***
|
|
Incorporated by reference to the applicable exhibit of the Registrant’s Current Report on Form 8-K dated February 12, 2008, filed with the SEC on February 12, 2008.
|
|
|
|
|
|
|
AMN HEALTHCARE SERVICES, INC.
|
||
|
||
/
S
/ S
USAN
R. S
ALKA
|
||
Susan R. Salka
President and Chief Executive Officer
|
/
S
/ S
USAN
R. S
ALKA
|
Susan R. Salka
Director, 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)
|
|
/
S
/ D
OUGLAS
D. W
HEAT
|
Douglas D. Wheat
Director and Chairman of the Board
|
|
/
S
/ M
ARK
G. F
OLETTA
|
Mark G. Foletta
Director
|
|
/
S
/ R. J
EFFREY
H
ARRIS
|
R. Jeffrey Harris
Director
|
|
/
S
/ M
ICHAEL
M.E. J
OHNS
|
Michael M.E. Johns
Director
|
|
/
S
/ M
ARTHA
H. M
ARSH
|
Martha H. Marsh
Director
|
|
/
S
/ A
NDREW
M. S
TERN
|
Andrew M. Stern
Director
|
|
/
S
/ P
AUL
E. W
EAVER
|
Paul E. Weaver
Director
|
1 Year AMN Healthcare Services Chart |
1 Month AMN Healthcare Services Chart |
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