UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the period ended March 31, 2003
Commission File No.: 001-16753
AMN HEALTHCARE SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
06-1500476 (I.R.S. Employer Identification No.) | |
| 12235 El Camino Real, Suite 200 San Diego, California |
92130 | |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (858) 792-0711
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by a check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes x No ¨
As of May 12, 2003, there were 38,323,650 shares of common stock, $0.01 par value, outstanding.
AMN HEALTHCARE SERVICES, INC.
| Item |
Page | |||
| PART I—FINANCIAL INFORMATION |
||||
| 1. |
Condensed Consolidated Financial Statements (unaudited): |
|||
|
Condensed Consolidated Balance Sheets, |
1 | |||
|
Condensed Consolidated Statements of Operations, |
2 | |||
|
Condensed Consolidated Statement of Stockholders’ Equity, |
3 | |||
|
Condensed Consolidated Statements of Cash Flows, |
4 | |||
| 5 | ||||
| 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
9 | ||
| 3. |
15 | |||
| 4. |
15 | |||
| PART II—OTHER INFORMATION |
||||
| 6. |
16 | |||
| 17 | ||||
| 18 | ||||
PART I—FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
AMN HEALTHCARE SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited and in thousands, except par value)
| March 31, 2003 |
December 31, 2002 |
|||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ |
28,633 |
|
$ |
40,135 |
| ||
| Accounts receivable, net |
|
130,684 |
|
|
134,456 |
| ||
| Prepaid expenses |
|
15,499 |
|
|
11,897 |
| ||
| Other current assets |
|
2,180 |
|
|
2,165 |
| ||
| Total current assets |
|
176,996 |
|
|
188,653 |
| ||
| Fixed assets, net |
|
12,117 |
|
|
9,869 |
| ||
| Deferred income taxes, net |
|
11,361 |
|
|
12,111 |
| ||
| Deposits |
|
1,497 |
|
|
1,412 |
| ||
| Goodwill, net |
|
135,532 |
|
|
135,532 |
| ||
| Other intangibles, net |
|
1,971 |
|
|
1,197 |
| ||
| Total assets |
$ |
339,474 |
|
$ |
348,774 |
| ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current liabilities: |
||||||||
| Bank overdraft |
$ |
3,431 |
|
$ |
1,225 |
| ||
| Accounts payable and accrued expenses |
|
12,194 |
|
|
12,738 |
| ||
| Accrued compensation and benefits |
|
37,168 |
|
|
34,488 |
| ||
| Income taxes payable |
|
6,524 |
|
|
1,659 |
| ||
| Other current liabilities |
|
1,257 |
|
|
1,238 |
| ||
| Total current liabilities |
|
60,574 |
|
|
51,348 |
| ||
| Other long-term liabilities |
|
1,554 |
|
|
1,602 |
| ||
| Total liabilities |
|
62,128 |
|
|
52,950 |
| ||
| Stockholders’ equity: |
||||||||
| Common stock, $0.01 par value; 200,000 shares authorized; 42,991 shares issued at March 31, 2003 and December 31, 2002, respectively |
|
430 |
|
|
430 |
| ||
| Additional paid-in capital |
|
352,759 |
|
|
352,541 |
| ||
| Treasury stock, at cost (4,507 and 2,078 shares at March 31, 2003 and December 31, 2002, respectively) |
|
(66,199 |
) |
|
(35,164 |
) | ||
| Accumulated deficit |
|
(9,584 |
) |
|
(21,983 |
) | ||
| Accumulated other comprehensive loss |
|
(60 |
) |
|
— |
| ||
| Total stockholders’ equity |
|
277,346 |
|
|
295,824 |
| ||
| Commitments and contingencies |
||||||||
| Total liabilities and stockholders’ equity |
$ |
339,474 |
|
$ |
348,774 |
| ||
See accompanying notes to unaudited condensed consolidated financial statements.
1
AMN HEALTHCARE SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and in thousands, except per share amounts)
| Three Months Ended March 31, |
|||||||
| 2003 |
2002 |
||||||
| Revenue |
$ |
199,765 |
$ |
173,956 |
| ||
| Cost of revenue |
|
155,014 |
|
131,753 |
| ||
| Gross profit |
|
44,751 |
|
42,203 |
| ||
| Expenses: |
|||||||
| Selling, general and administrative, excluding non-cash stock-based compensation |
|
22,837 |
|
22,725 |
| ||
| Non-cash stock-based compensation |
|
218 |
|
218 |
| ||
| Amortization |
|
95 |
|
82 |
| ||
| Depreciation |
|
1,020 |
|
691 |
| ||
| Total expenses |
|
24,170 |
|
23,716 |
| ||
| Income from operations |
|
20,581 |
|
18,487 |
| ||
| Interest (income) expense, net |
|
83 |
|
(142 |
) | ||
| Income before income taxes |
|
20,498 |
|
18,629 |
| ||
| Income tax expense |
|
8,099 |
|
7,452 |
| ||
| Net income |
$ |
12,399 |
$ |
11,177 |
| ||
| Net income per common share: |
|||||||
| Basic |
$ |
0.31 |
$ |
0.26 |
| ||
| Diluted |
$ |
0.29 |
$ |
0.24 |
| ||
| Weighted average common shares outstanding—basic |
|
39,834 |
|
42,290 |
| ||
| Weighted average common shares outstanding—diluted |
|
42,999 |
|
46,991 |
| ||
See accompanying notes to unaudited condensed consolidated financial statements.
2
AMN HEALTHCARE SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(Unaudited and in thousands)
| Three Months Ended March 31, 2003 |
||||||||||||||||||||||||
| Common Stock |
Additional Paid-in Capital |
Treasury Stock |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Total |
|||||||||||||||||||
| Shares |
Amount |
|||||||||||||||||||||||
| Balance, December 31, 2002 |
42,991 |
$ |
430 |
$ |
352,541 |
$ |
(35,164 |
) |
$ |
(21,983 |
) |
$ |
— |
|
$ |
295,824 |
| |||||||
| Repurchase of common stock into treasury |
— |
|
— |
|
— |
|
(31,035 |
) |
|
— |
|
|
— |
|
|
(31,035 |
) | |||||||
| Non-cash stock-based compensation |
— |
|
— |
|
218 |
|
— |
|
|
— |
|
|
— |
|
|
218 |
| |||||||
| Comprehensive income (loss): |
||||||||||||||||||||||||
| Foreign currency translation adjustment |
— |
|
— |
|
— |
|
— |
|
|
— |
|
|
(60 |
) |
|
(60 |
) | |||||||
| Net income |
— |
|
— |
|
— |
|
— |
|
|
12,399 |
|
|
— |
|
|
12,399 |
| |||||||
| Balance, March 31, 2003 |
42,991 |
$ |
430 |
$ |
352,759 |
$ |
(66,199 |
) |
$ |
(9,584 |
) |
$ |
(60 |
) |
$ |
277,346 |
| |||||||
See accompanying notes to unaudited condensed consolidated financial statements.
3
AMN HEALTHCARE SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in thousands)
| Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
||||||||