-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PY6COc6X9ZgstX3ibtnSVMCbux+sBTyKQif0oIDnZD4o5S10RTMlI1oDx8D07Eci N+x3CcjBrTwCAcZNGXXBqQ== 0000891092-03-001036.txt : 20030513 0000891092-03-001036.hdr.sgml : 20030513 20030513085526 ACCESSION NUMBER: 0000891092-03-001036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030512 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL STAFFING NETWORK HOLDINGS INC CENTRAL INDEX KEY: 0001163958 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 650865171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31299 FILM NUMBER: 03693983 MAIL ADDRESS: STREET 1: 901 YAMATO ROAD STREET 2: SUITE 110 CITY: BOCA RATON STATE: FL ZIP: 33431 8-K 1 e14829_8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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) May 13, 2003 (May 12, 2003) MEDICAL STAFFING NETWORK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31299 06-0865171 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 901 Yamato Road, Suite 110, Boca Raton, FL 33431 (Address of principal executive offices) Registrant's telephone number, including area code: 561-322-1300 Item 7(c). Exhibits 99.1 Press Release dated May 12, 2003. Item 9. Regulation FD Disclosure The registrant is attaching a copy of a press release dated May 12, 2003 as Exhibit 99.1. Limitation on Incorporation by Reference In accordance with general instruction B.2 of Form 8-K, the information in this report (including the exhibit) is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. SIGNATURE 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. Date: May 13, 2003 MEDICAL STAFFING NETWORK HOLDINGS, INC. By: /s/ Kevin S. Little -------------------------- Kevin S. Little Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Description 99.1 Press release dated May 12, 2003 4 EX-99.1 3 e14829ex99_1.txt PRESS RELEASE Medical Staffing Network Holdings Announces Record Revenues for the First Quarter Of 2003 Revenue Growth of 40% Over Prior Year BOCA RATON, Fla., May 12 /PRNewswire-FirstCall/ -- Medical Staffing Network Holdings, Inc. (NYSE: MRN), a leading healthcare staffing company and the largest provider of per diem nurse staffing services in the nation, today reported record revenues of $144.4 million for the first quarter of 2003, which is an increase of 39.9% over revenues of $103.2 million for the first quarter of 2002. Net income increased to $5.2 million, or $0.17 per diluted share, for the first quarter of 2003 compared with $2.8 million, or $0.13 per diluted share, for the prior year first quarter. Gross profit increased to $34.5 million, or 31.1%, for the first quarter of 2003 from $26.3 million during the same period in 2002 as a result of the growth in revenues. The gross margin of 23.9% for the first quarter of 2003 decreased from the gross margin of 25.5% for the first quarter of 2002. The decrease is attributable to the impact of higher compensation and other direct costs related to our healthcare professionals. Selling, general and administrative expenses decreased to 14.4% of revenues in the first quarter of 2003 from 14.6% for the first quarter of 2002, due, in part, to the maturation of the Company's 2002 de novo branches. Corporate and administrative expenses remained flat at 1.6% of revenues for the first quarter of 2003 and 2002. Commenting on the first quarter's record results, Robert J. Adamson, president and chief executive officer of Medical Staffing Network Holdings, Inc., stated, "Our record revenue for the quarter is reflective of the strength of the MSN brand, the quality of the services we provide to our clients, the superior employment opportunities and benefit programs offered to our healthcare staff and, of course, our diversified growth initiatives. Our ability to post materially higher revenue growth rates than our competitors is partially a function of the better operating dynamics of the per diem staffing sector and the fact that we are also benefiting from the continued maturation of our de novo and branch-in-branch (BiB) programs. We remain confident that, over time, our significant investment in and the near-term dilutive effect of our growth initiatives will be offset by our ability to grow our market share even during difficult market conditions. "Demand for temporary nurses is currently going through a period of contraction as hospitals are experiencing flat to declining admission rates and are placing greater reliance on full-time staff overtime and increased nurse patient loads. We believe that the underlying factors that contribute to the growing national shortage of qualified healthcare professionals, particularly registered nurses, will result in sustainable long-term growth for our industry. However, as we work through this softer market, we do have the benefit of being a well diversified healthcare staffing company and, perhaps most importantly, MSN continues to gain market share in its core business, the estimated $7 billion per diem nurse staffing segment. "I am pleased to announce that we have completed our full target of BiB sites for 2003 during the first four months of the year. We achieved the opening of 44 BiB sites by redirecting resources from our nurse de novo management team. There is a great deal of upside potential in further expansion of our de novo activity, but we have decided to put new office openings on hold until we see market conditions strengthen. In an effort to provide our services more cost effectively, the Company has enhanced its IT platform to network together client and employee databases in contiguous markets. Additionally, we recently launched our MSN/Visa Direct Pay Debit Card that enables our per diem healthcare professionals to have their earnings electronically transferred on to a Visa label debit card on a daily basis, eliminating the requirement of visiting the local office to collect a paycheck. These enhancements enable us to expand the geographical coverage areas of our per diem offices. As a result, we will be able to service current markets with fewer brick and mortar sites. The Company will take a charge in the second quarter for this restructuring. We have not yet finalized our restructuring plan, so the exact amount of the charge is uncertain. We expect that it will be material to net income for the second quarter, but we do not expect it to result in a loss for the quarter or to adversely impact the operating results of any subsequent quarter. We further expect this restructuring to improve the operating results that would otherwise have been generated in the second half of 2003 and beyond. "While we are confident that the long-term fundamentals for the healthcare staffing industry remain intact, market factors have reduced visibility for future earnings. Due to this reduced visibility, we are withdrawing our prior annual guidance for the year ending December 28, 2003. We plan to have our restructuring plan finalized by the end of May and will provide further information as to the charges related to the plan and our earnings guidance for the second quarter and full year 2003 at that time." Business Development Initiatives In the first quarter of 2003, the Company completed the acquisition of Saber-Salisbury Group (SSG), a leading provider of per diem certified registered nurse anesthetists (CRNA). The acquisition of SSG is consistent with the Company's strategy to expand its product offerings and market share. SSG is expected to contribute revenues of over $10 million in 2003. The Company believes that, with the acquisition of SSG, it is the largest provider of CRNA staffing services in the country. Medical Staffing Network opened four de novo offices during the first quarter of 2003 and 35 BiB locations. Conference Call The Company's management will host a conference call and webcast to discuss the earnings release at 11:00 a.m. Eastern time on Tuesday, May 13, 2003. A live webcast, as well as a 30-day replay, of the conference call will be available online at the Company's website at www.msnhealth.com or at www.companyboardroom.com. Company Summary Medical Staffing Network Holdings, Inc. is the largest provider of per diem nurse staffing services in the United States. The Company owns and operates the country's most extensive network of healthcare staffing branches consisting of over 180 offices in 44 states. The Company also provides travel nurse staffing services and is a leading provider of allied health professionals, including radiology specialists, diagnostic imaging technicians and clinical laboratory technicians. This release contains statements that are forward-looking in nature. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. These factors include the following: our ability to attract and retain qualified nurses and other healthcare personnel, the company's ability to enter into contracts with healthcare facility clients on terms attractive to the company, the functioning of our information systems, the effect of existing or future government regulation and federal and state legislative and enforcement initiatives on our business, our clients' ability to pay us for our services, the effect of liabilities and other claims asserted against us, the effect of competition in the markets we serve, the company's ability to carry out its business strategy and the demand for temporary nurses. Additional information concerning these and other important factors can be found within the company's filings with the Securities and Exchange Commission. Statements in this release should be evaluated in light of these important factors. Although we believe that these statements are based upon reasonable assumptions, we cannot guarantee future results. Given these uncertainties, the forward-looking statements discussed in this press release might not occur. MEDICAL STAFFING NETWORK HOLDINGS, INC. Condensed Consolidated Statements of Operations (in thousands, except per share data) Three Months Ended March 30, March 31, 2003 2002 (unaudited) Service revenues $144,419 $103,228 Cost of services rendered 109,892 76,883 Gross profit 34,527 26,345 Operating expenses: Selling, general and administrative 20,769 15,044 Corporate and administrative 2,299 1,666 Depreciation and amortization 1,624 852 Total operating expenses 24,692 17,562 Income from operations 9,835 8,783 Interest expense, net 1,159 4,040 Income before provision for income taxes 8,676 4,743 Provision for income taxes 3,470 1,946 Net income 5,206 2,797 Dividends on convertible preferred stock -- 2,458 Income available to common stockholders $5,206 $339 Net income per share: Basic $0.17 $12.78 Diluted $0.17 $0.13 Weighted average number of common shares outstanding: Basic 30,161 27 Diluted 31,162 21,970 Operating Statistics: Hours worked by healthcare professionals 3,551 2,897 MEDICAL STAFFING NETWORK HOLDINGS, INC. Condensed Consolidated Balance Sheets (in thousands) March 30, Dec. 29, 2003 2002 (unaudited) ASSETS Current assets: Cash and cash equivalents $3,995 $4,595 Accounts receivable, net 97,462 93,780 Other current assets 9,402 10,221 Total current assets 110,859 108,596 Furniture, fixtures and office equipment, net 13,781 12,643 Goodwill, net 124,792 114,437 Other assets, net 12,338 12,407 Total assets $261,770 $248,083 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $4,620 $5,149 Accrued payroll and related liabilities 8,330 9,366 Current portion of long-term debt 10,395 8,775 Other current liabilities 4,313 4,160 Total current liabilities 27,658 27,450 Long-term debt, net of current portion 76,605 69,225 Other long-term obligations 6,329 5,740 Total liabilities 110,592 102,415 Total stockholders' equity 151,178 145,668 Total liabilities and stockholders' equity $261,770 $248,083 -----END PRIVACY-ENHANCED MESSAGE-----