Amn Healthcare Services Inc 8-K/A, filed May 1, 2020

Amn Healthcare Services Inc (AMN)

8-K/A 2020-05-01 For: 2020-02-14

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Added on April 08, 2026

About this 8-K/A

Amn Healthcare Services Inc filed this 8-K/A on May 1, 2020, reporting on events of February 14, 2020.

Items reported

Item 9.01: Financial statements and exhibits

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Delaware	001-16753	06-1500476
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Exhibit No.	Description

23.1	Consent of Mayer Hoffman McCann CPAs, the New York Practice of Mayer Hoffman McCann P.C.

99.1	Audited Consolidated Financial Statements of Stratus Video Holding Company as of and for the year ended December 31, 2019

99.2	Unaudited Pro Forma Combined Financial Statements of AMN Healthcare Services, Inc. as of and for the year ended December 31, 2019

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

	AMN Healthcare Services, Inc.

Date: May 1, 2020	By:	/s/ Susan R. Salka
		Susan R. Salka
		Chief Executive Officer

Independent Auditor’s Report	1–2
Consolidated Financial Statements
Balance Sheet	3
Statement of Income and Comprehensive Income	4
Statement of Changes in Stockholder’s Equity	5
Statement of Cash Flows	6
Notes to Financial Statements	7–25

	Stratus Video Holding Company and Subsidiaries Consolidated Financial Statements December 31, 2019

Assets
Current assets:
Cash	$	8,413,878
Accounts receivable, net of allowance of $665,539 at December 31, 2019		22,482,428
Prepaid expenses and other current assets		1,317,900
Total current assets		32,214,206
Property and equipment, net		10,862,826
Intangible assets, net		40,497,210
Goodwill		46,415,113
Other assets		75,802
Total assets	$	130,065,157

Liabilities and Stockholder's Equity (Deficiency)
Current liabilities:
Lines of credit	$	4,000,000
Current portion of term loans		925,000
Accounts payable		2,714,004
Accrued expenses		7,314,263
Other current liabilities		542,852
Total current liabilities		15,496,119
Long-term debt, less unamortized fees		107,644,182
Other long-term liabilities		205,225
Total liabilities		123,345,526
Commitments (Notes 12)
Stockholder's equity (deficiency):
Common stock, $.01 par value; 100 shares authorized, issued and outstanding		1
Additional paid-in capital		38,753,699
Accumulated deficit		(32,034,069	)
Total stockholder's equity		6,719,631
Total liabilities and stockholder's equity	$	130,065,157

Net revenues	$	94,528,077
Cost of revenue		55,436,388
Gross profit		39,091,689

Operating expenses
Selling, general and administrative expenses		25,419,057
Depreciation and amortization		7,206,508
Transaction costs		3,252,021
Total operating expenses		35,877,586
Income from operations		3,214,103

Other income (expense):
Interest expense		(7,951,402	)
Other expense		(62,136	)
Net other income (expense)		(8,013,538	)
Loss before income taxes		(4,799,435	)

Income tax benefit		(8,562,503	)
Net income and comprehensive income	$	3,763,068

	Common Stock				Additional		Accumulated			Stockholder's
	Shares		Amount		Paid-in Capital		Deficit			Equity

Balances at January 1, 2019		100	$	1	$	38,371,764	$	(35,797,137	)	$	2,574,628
Capital contributions		-		-		140,509		-			140,509
Share-based compensation		-		-		241,426		-			241,426
Net income		-		-		-		3,763,068			3,763,068
Balances at December 31, 2019		100	$	1	$	38,753,699	$	(32,034,069	)	$	6,719,631

Cash flows from operating activities:
Net income	$	3,763,068
Adjustments to reconcile net loss to net cash used in operating activities:
Increase in allowances for doubtful accounts		114,094
Depreciation and amortization		10,105,790
Loss on disposal or sale of fixed assets		123,637
Accretion of discount on subordinated note payable		345,087
Amortization and write-off of debt issuance costs		384,860
Share-based compensation		241,426
Provision for deferred income taxes		(10,271,441	)
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		(5,460,404	)
Prepaid expenses and other current assets		(626	)
Accounts payable		(680,850	)
Accrued expenses		2,804,471
Other current liabilities		489,212
Other long-term liabilities		205,225
Net cash provided by operating activities		2,163,549

Cash flows from investing activities:
Purchases of property and equipment		(4,724,280	)
Cash paid for acquisitions		(53,656,510	)
Net cash used in investing activities		(58,380,790	)

Cash flows from financing activities:
Capital contributions from stockholder		140,509
Proceeds from revolving line of credit		4,000,000
Repayments of revolving line of credit, net		(14,673,737	)
Payment of deferred issuance costs		(1,922,231	)
Borrowings from term loans		92,500,000
Repayments of term loans		(17,212,500	)
Net cash provided by financing activities		62,832,041
Net increase in cash		6,614,800

Cash:
Beginning of year		1,799,078
End of year	$	8,413,878

Supplemental disclosures of cash flow information:
Cash paid during the year for:
Income taxes	$	107,200
Interest		5,805,621

Supplemental schedule of noncash investing and financing activities:
Purchase of fixed assets recorded in accounts payable and accrued expenses	$	199,172

	Purchase
	Consideration

Cash transferred to the seller	$	53,656,510
Fair value of the Seller Note		17,856,605
Total fair value of consideration transferred	$	71,513,115

	Purchase Price
	Allocation

Assets acquired
Accounts receivable	$	5,344,656
Inventory		377,979
Prepaid expenses		161,322
Property and equipment		7,704,854
Customer relationships		37,700,000
Tradename		1,400,000
Other		53,192
Total assets acquired		52,742,003

Liabilities assumed
Accounts payable		891,320
Accrued expenses		1,462,911
Deferred income taxes		10,271,441
Deferred revenue		53,640
Total liabilities assumed		12,679,312
Net assets acquired		40,062,691
Purchase price consideration		71,513,115
Goodwill recognized	$	31,450,424

Computer equipment and software	$	17,656,533
Furniture and fixtures		956,943
Leasehold improvements		281,112
Client equipment		9,295,910
Miscellaneous		10,347
		28,200,845
Less: Accumulated depreciation and amortization		17,338,019
	$	10,862,826

	December 31, 2019
	Estimated
	Useful Life		Gross Carrying		Accumulated
	(in years)		Amount		Amortization			Net Amount

Customer relationships		3-10		40,600,000		(3,782,083	)		36,817,917
Developed technology		10		3,758,000		(1,492,092	)		2,265,908
Tradenames		10	$	1,953,000	$	(539,615	)	$	1,413,385
Intangibles assets subject
to amortization				46,311,000		(5,813,790	)		40,497,210
Goodwill	Indefinite			46,415,113		-			46,415,113
			$	92,726,113	$	(5,813,790	)	$	86,912,323

	Expected
	Future
	Amortization
	Expense

Year Ending December 31,
2020	$	4,957,767
2021		4,957,767
2022		4,666,099
2023		4,491,100
2024		4,491,100
Thereafter		16,933,377

	2019

VRI	$	60,969,532
OPI		30,688,530
Sale of equipment		1,754,977
In-person interpreting		854,805
Other		260,233
Total revenue	$	94,528,077

Current
Federal	$	(128,027	)
State		30,832
Foreign		1,806,133
		1,708,938
Deferred
Federal		(7,981,135	)
State		(2,290,306	)
Foreign		-
		(10,271,441	)

Income tax benefit	$	(8,562,503	)

	2019

Statutory rate of tax benefit	$	(1,007,881	)
State income taxes, net of federal benefit		(749,210	)
Foreign tax		1,662,380
Transaction costs		305,672
Permanent and other items		137,656
Return to provision adjustments		(32,848	)
Valuation allowance		(8,878,272	)
Income tax benefit	$	(8,562,503	)

				Weighted
	Class B			Average
	Incentive			Grant-Date
	Units			Fair Value

Unvested units outstanding at January 1, 2019		1,070,471		$	-
Granted		517,741			3.18
Vested		(505,858	)		0.31
Forfeited		(184,490	)		-
Unvested units outstanding at December 31, 2019		897,864		$	1.66

Term loans	$	92,037,050
Seller notes		18,201,692
Line of credit		4,000,000
Total debt		114,238,742
Less: Current portion		(4,925,000	)
Less: Debt issuance costs, net of accumulated amortization		(1,669,560	)
Total long-term debt	$	107,644,182

	December 31,		January 1,
	2019		2019

Contract assets, current	$	-	$	-
Contract liabilities, current		542,852		-

Deferred tax assets
Net operating loss carryforwards	$	11,251,339
Interest limitation		1,705,512
Depreciation and amortization		1,240,005
Stock-based compensation		240,535
Reserves and accruals		180,326
Foreign tax credit		71,953
Other deferred tax assets		44,351
Total deferred tax assets		14,734,021
Deferred tax liabilities
Identifiable intangibles		(10,589,763	)
Depreciation and amortization		(258,514	)
Prepaids and other		(116,164	)
Total deferred tax liabilities		(10,964,441	)
Valuation allowance		(3,769,580	)
Net deferred tax asset (liability)	$	-

				Weighted
	Class C-1			Average
	Incentive			Grant-Date
	Units			Fair Value

Unvested units outstanding at January 1, 2019		1,447,659		$	-
Granted		408,800			2.56
Forfeited		(143,386	)		-
Unvested units outstanding at December 31, 2019		1,713,073		$	0.27

				Weighted
	Class C-2			Average
	Incentive			Grant-Date
	Units			Fair Value

Unvested units outstanding at January 1, 2019		1,509,283		$	-
Granted		427,680			1.56
Forfeited		(147,914	)		-
Unvested units outstanding at December 31, 2019		1,789,049		$	0.16

	Operating
	Leases
Year Ended December 31,
2020	$	830,731
2021		449,386
2022		146,474
Total lease payment	$	1,426,591

Liability accrued at February 28, 2019	$	373,655
Payment of rent, net of sublease rentals		(64,928	)
Ending liability accrual balance	$	308,727

	Historical						Pro Forma Adjustments
(in thousands)	AMN			Stratus Video			Reclassification Adjustments			Debt Financing Adjustments		Acquisition Adjustments			Notes		Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	82,985		$	8,414		$	-		$	421,101	$	(484,076	)		2(a), 4(a)	$	28,424
Accounts receivable, net		352,685			22,482			-			-		(330	)		3		374,837
Accounts receivable, subcontractor		72,714			-			-			-		-					72,714
Prepaid expenses		11,669			1,318			(778	)		-		-					12,209
Other current assets		40,446			-			778			-		6,614			4(b)		47,838
Total current assets		560,499			32,214			-			421,101		(477,792	)				536,022
Restricted cash and cash equivalents		62,170			-			-			-		-					62,170
Fixed assets, net		104,832			10,863			-			-		(1,820	)		4(c)		113,875
Operating lease right-of-use assets		89,866			-			-			-		763			4(d)		90,629
Other assets		120,254			76			-			1,524		-			2(a)		121,854
Goodwill		595,551			46,415			-			-		203,559			3		845,525
Intangible assets, net		398,474			40,497			-			-		212,903			4(e), 4(f)		651,874
Total assets	$	1,931,646		$	130,065		$	-		$	422,625	$	(62,387	)			$	2,421,949

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	156,140		$	10,028		$	(1,678	)	$	-	$	20,155			4(d), 4(g), 4(h)	$	184,645
Accrued compensation and benefits		170,932			-			1,678			-		1,429			4(i)		174,039
Lines of credit		-			4,000			-			-		(4,000	)		4(j)		-
Current portion of notes payable		-			925			-			4,687		(925	)		2(a), 4(j)		4,687
Current portion of operating lease liabilities		13,943			-			-			-		502			4(d)		14,445
Deferred revenue		11,788			-			543			-		-					12,331
Other current liabilities		25,302			543			(543	)		-		-					25,302
Total current liabilities		378,105			15,496			-			4,687		17,161					415,449
Long-term liabilities:
Notes payable		617,159			107,644			-			417,938		(107,644	)		2(a), 4(j)		1,035,097
Deferred income taxes, net		46,618			-			-			-		53,538			4(k)		100,156
Operating lease liabilities		91,209			-			-			-		582			4(d)		91,791
Other long-term liabilities		61,813			205			-			-		(205	)		4(d)		61,813
Total liabilities		1,194,904			123,345			-			422,625		(36,568	)				1,704,306
Stockholders’ equity:
Common stock		493			-			-			-		-					493
Additional paid-in capital		455,193			38,754			-			-		(38,754	)		4(l)		455,193
Treasury stock		(119,143	)		-			-			-		-					(119,143	)
Retained earnings (accumulated deficit)		400,047			(32,034	)		-			-		12,935			4(l)		380,948
Accumulated other comprehensive income		152			-			-			-		-					152
Total stockholders’ equity		736,742			6,720			-			-		(25,819	)				717,643
Total liabilities and stockholders’ equity	$	1,931,646		$	130,065		$	-		$	422,625	$	(62,387	)			$	2,421,949

	Interest expense		Debt issuance costs amortization		Total interest expense
New Term Loan - $250M	$	6,175	$	475	$	6,650
Revolver - $175M		4,367		305		4,672
	$	10,542	$	780	$	11,322

Assets acquired:
Cash and cash equivalents	$	8,414
Accounts receivable ⁽¹⁾		22,152
Prepaid expenses		540
Other current assets		3,278
Fixed assets		9,043
Operating lease right-of-use assets		763
Other assets		76
Intangible assets		252,000
Total assets acquired		296,266
Liabilities assumed:
Accounts payable and accrued expenses		6,721
Accrued compensation and benefits		1,678
Current portion of operating lease liabilities		502
Deferred revenue		543
Deferred income taxes		53,538
Operating lease liabilities		582
Total liabilities assumed		63,564
Net assets acquired		232,702
Purchase price		482,676
Goodwill recognized ⁽²⁾	$	249,974

Elimination of historical property and equipment, net	$	(10,863	)
Fair value of Property and equipment acquired		9,043
Pro forma adjustment	$	(1,820	)

	Year ended December 31, 2019
	Cost of revenue			Depreciation and amortization
Depreciation of property and equipment acquired	$	2,698		$	2,117
Reversal of Stratus Video historical depreciation		(2,899	)		(2,700	)
Pro forma adjustment	$	(201	)	$	(583	)

	Year ended December 31, 2019
Record a right-of-use asset for operating leases	$	763
Remove historical deferred rent liability		(115	)
Record current portion of operating lease liabilities		502
Operating lease liabilities		582
Other liability - long term	$	(205	)


	Approximate fair value		Estimated useful life (in years)
Customer Relationships	$	191,000		20
Trade Name - Stratus Video		39,000		10
Trade Name - InDemand		5,000		5
Developed Technology		16,000		5
Interpreter Database		1,000		4
Total	$	252,000

	Approximate fair value			Estimated useful life (in years)		Estimated pro forma amortization for the year ended December 31, 2019
Customer Relationships	$	191,000			20	$	9,550
Trade Name - Stratus Video		39,000			10		3,900
Trade Name - InDemand		5,000			5		1,000
Developed Technology		16,000			5		3,200
Interpreter Database		1,000			4		250
Non-Compete Agreements		1,400			3		467
Total		253,400					18,367
Elimination of historical balances		(40,497	)				(3,369	)
Total	$	212,903				$	14,998