UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 28, 2003. |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-31299
MEDICAL STAFFING NETWORK HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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65-0865171 |
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(State or other jurisdiction |
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(I.R.S. Employer Identification No.) |
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901
Yamato Road |
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(Address of principal executive offices) |
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(561) 322-1300 |
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(Registrant’s telephone number, including area code) |
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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, and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2) of the Exchange Act). Yes ý No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 30,207,054 shares of Common Stock, par value $0.01 per share, were outstanding as of November 7, 2003.
MEDICAL STAFFING NETWORK HOLDINGS, INC.
INDEX
2
MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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Sept. 28, 2003 |
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Dec. 29, 2002 |
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(unaudited) |
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(in thousands, except per share amounts) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
8,851 |
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$ |
4,595 |
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Accounts receivable, net of allowance for doubtful accounts of $2,762 and $2,757 at September 28, 2003 and December 29, 2002, respectively |
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79,033 |
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93,780 |
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Prepaid expenses |
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7,571 |
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5,363 |
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Other current assets |
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3,532 |
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4,858 |
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Total current assets |
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98,987 |
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108,596 |
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Furniture and equipment, net |
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12,299 |
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12,643 |
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Goodwill, net of accumulated amortization of $8,545 at both September 28, 2003 and December 29, 2002 |
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124,792 |
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114,437 |
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Intangible assets, net of
accumulated amortization of $1,011 and $521 at |
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3,350 |
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3,840 |
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Other assets |
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8,244 |
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8,567 |
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Total assets |
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$ |
247,672 |
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$ |
248,083 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
2,974 |
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$ |
5,149 |
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Accrued payroll and related liabilities |
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8,401 |
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9,366 |
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Other current liabilities |
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3,364 |
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3,105 |
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Current portion of long-term debt |
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16,170 |
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8,775 |
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Current portion of capital lease obligations |
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1,066 |
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1,055 |
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Total current liabilities |
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31,975 |
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27,450 |
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Long-term debt, net of current portion |
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55,633 |
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69,225 |
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Capital lease obligations, net of current portion |
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722 |
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1,343 |
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Other liabilities |
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6,644 |
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4,397 |
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Total liabilities |
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94,974 |
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102,415 |
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Commitments and contingencies |
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Stockholders’ equity: |
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Common stock, $0.01 par value, 75,000 authorized: 30,207 and 30,119 issued and outstanding at September 28, 2003 and December 29, 2002, respectively |
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302 |
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301 |
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Additional paid-in-capital |
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284,200 |
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283,848 |
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Accumulated other comprehensive loss, net of taxes |
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(66 |
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(105 |
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Accumulated deficit |
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(131,738 |
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(138,376 |
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Total stockholders’ equity |
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152,698 |
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145,668 |
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Total liabilities and stockholders’ equity |
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$ |
247,672 |
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$ |
248,083 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
MEDICAL STAFFING NETWORK HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS
OF INCOME
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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Sept. 28, |
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Sept. 29, |
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Sept. 28, |
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Sept. 29, |
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(in thousands, except per share amounts) |
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Service revenues |
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$ |
123,686 |
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$ |
126,264 |
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$ |
405,154 |
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$ |
342,319 |
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Cost of services rendered |
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97,147 |
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94,528 |
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314,552 |
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255,645 |
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Gross profit |
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26,539 |
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31,736 |
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90,602 |
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86,674 |
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Operating expenses: |
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Selling, general and administrative |
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18,733 |
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17,421 |
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61,604 |
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48,246 |
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Corporate and administrative | |||||||||||||