AMN AMN Healthcare Services Inc

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 1, 2024

 

AMN HEALTHCARE SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware	001-16753	06-1500476
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2999 Olympus Boulevard, Suite 500 Dallas, Texas 75019
(Address of principal executive offices) (Zip Code)
(866) 871-8519
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

	☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		AMN		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 2.02.

Results of Operations and Financial Condition.

 

On October 1, 2024, AMN Healthcare Services, Inc. (the “Company”) issued a press release reaffirming the Company’s financial guidance for the third quarter 2024 and announcing the departure of the Company’s Chief Financial Officer as described below. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent as shall be expressly set forth by specific reference in such filing.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 1, 2024, the Company announced that Jeffrey Knudson will step down from his role as Chief Financial Officer of the Company, effective November 8, 2024, to pursue an opportunity with a private company outside of the healthcare staffing industry. The Company is grateful to Mr. Knudson for his service to the Company, and expects to announce a new leader in an expanded Chief Financial Officer/Chief Operating Officer position prior to Mr. Knudson’s departure. 

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	AMN Healthcare Services, Inc.
Date: October 1, 2024	By:	/s/ Cary Grace
	Name:	Cary Grace
	Title:	Chief Executive Officer

 

 

 

 

EXHIBIT 99.1

 

AMN Healthcare Announces CFO Transition

 

Jeffrey Knudson to Step Down as CFO Following Company’s Q3 Report

 

Company Expects to Announce New Leader in Expanded CFO/COO Role Prior to November 8

 

Reaffirms Third Quarter 2024 Outlook

 

DALLAS, October 1, 2024 - AMN Healthcare Services, Inc. (NYSE: AMN) (“AMN” or “the Company”), the leader and innovator in total talent solutions for healthcare organizations across the United States, today announced that Jeffrey Knudson will step down from his role as Chief Financial Officer, effective November 8, 2024, to pursue an opportunity with a private company outside of the healthcare staffing industry.

 

AMN expects to announce a new leader in an expanded Chief Financial Officer/Chief Operating Officer position prior to Mr. Knudson’s departure.

 

Cary Grace, President and Chief Executive Officer of AMN, said, "On behalf of the AMN Board and management team, I want to thank Jeff for his leadership of our finance organization. He played an important role guiding AMN through a wide range of market conditions over his three years as our CFO. We wish him success in his new position."

 

Mr. Knudson said, "It has been an honor to be part of AMN and I have full confidence in the team’s capabilities. I believe the Company is well positioned to capitalize on the opportunities that lie ahead."

 

Reaffirms Third Quarter 2024 Outlook

 

AMN today reaffirmed its financial guidance for the third quarter 2024, which the Company provided in connection with the announcement of its second quarter 2024 financial results on August 8, 2024.

 

AMN will report its third quarter 2024 financial results on November 7, 2024.

 

About AMN Healthcare

 

AMN Healthcare is the leader and innovator in total talent solutions for healthcare organizations across the United States. Through a steadfast partnership approach, we solve the most pressing workforce challenges to enable better clinical outcomes and access to care. We provide a comprehensive network of quality healthcare professionals and deliver a fully integrated and customizable suite of workforce technologies.

 

The Company’s common stock is listed under the symbol “AMN” on the New York Stock Exchange. For more information about AMN Healthcare, visit www.amnhealthcare.com, where the Company posts news releases, investor presentations, webcasts, SEC filings and other material information. The Company also utilizes email alerts and Really Simple Syndication (“RSS”) as routine channels to supplement distribution of this information. To register for email alerts and RSS, visit http://ir.amnhealthcare.com.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among others, statements concerning the timing of Mr. Kundson’s departure from the Company, the timing of an interim or permanent successor, our third

quarter 2024 financial guidance, including consolidated and segment revenue, consolidated gross margin, operating margin, SG&A as a percent of revenue, adjusted EBITDA margin, depreciation expense, non-cash amortization expense, share-based compensation expense, integration and other expenses, interest expense, adjusted tax rate, and number of diluted shares outstanding. The Company bases these forward-looking statements on its current expectations, estimates and projections about future events and the industry in which it operates using information currently available to it. Actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are also identified by words such as “believe,” "project," “anticipate,” “expect,” “intend,” “plan,” “will,” “may,” “estimates,” variations of such words and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

 

For a discussion of additional risk factors and a more complete discussion of some of the cautionary statements noted above that could cause actual results to differ from those implied by the forward-looking statements contained in this press release, please refer to our most recent Annual Report on Form 10-K for the year ended December 31, 2023. Be advised that developments subsequent to this press release are likely to cause these statements to become outdated and the Company is under no obligation (and expressly disclaims any such obligation) to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

 

Media Contact

Corporate Communications

AMN Healthcare

AMN-PR@amnhealthcare.com

 

Investor Contact

Randle Reece

Senior Director, Investor Relations & Strategy

AMN Healthcare

866.861.3229

ir@amnhealthcare.com

 

 

 

v3.24.3

Cover	Oct. 01, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Oct. 01, 2024
Entity File Number	001-16753
Entity Registrant Name	AMN HEALTHCARE SERVICES, INC.
Entity Central Index Key	0001142750
Entity Tax Identification Number	06-1500476
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2999 Olympus Boulevard
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75019
City Area Code	866
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	AMN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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