EXHIBIT 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
We acquired O'Grady-Peyton International (USA), Inc., and Healthcare
Resource Management Corporation (HRMC) on May 1, 2001 and April 23, 2002,
respectively. O'Grady-Peyton's results of operations for the eight months ended
December 31, 2001 are included in our condensed consolidated statement of
operations for the year ended December 31, 2001. The unaudited pro forma
condensed consolidated statements of operations for the year ended December 31,
2001 give effect to each of the acquisitions of O'Grady-Peyton and HRMC, our
initial public offering in November 2001 and the proposed and recently announced
underwritten secondary offering by certain selling stockholders, as if these
events had occurred on January 1, 2001. The unaudited pro forma condensed
consolidated statement of operations for the three months ended March 31, 2002
gives effect to the acquisition of HRMC and the proposed common stock offering
by certain selling stockholders, as well as our initial public offering in
November 2001, as if these events had occurred on January 1, 2001. The unaudited
pro forma condensed consolidated balance sheet as of March 31, 2002 gives effect
to the acquisition of HRMC and the proposed common stock offering by certain
selling stockholders as of such date.
This pro forma financial information does not purport to represent what our
actual results of operations or financial position would have been had the
acquisitions or the other transactions occurred on the dates indicated or for
any future period or date. The pro forma adjustments give effect to available
information and assumptions that we believe are reasonable. You should read our
pro forma condensed consolidated financial information in conjunction with our
financial statements and the related notes, as well as "Selected Consolidated
Financial and Operating Data," and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" appearing in our Annual Report on
Form 10-K for the year ended December 31, 2001, and our consolidated unaudited
financial statements and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2002.
1
AMN HEALTHCARE SERVICES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<Table>
<Caption>
HISTORICAL (1)
-----------------------------
O'GRADY- PRO FORMA PRO
AMN PEYTON HRMC ADJUSTMENTS FORMA
-------- -------- ------- ----------- --------
Revenue...................................... $517,794 $10,582 $13,062 $ -- $541,438
Cost of revenue.............................. 388,284 7,373 9,570 -- 405,227
-------- ------- ------- -------- --------
Gross profit............................... 129,510 3,209 3,492 -- 136,211
-------- ------- ------- -------- --------
Expenses:
Selling, general, and administrative
(excluding non-cash stock-based
compensation)........................... 71,483 1,818 2,013 -- 75,314
Non-cash stock-based compensation.......... 31,881 -- -- -- 31,881
Amortization............................... 5,562 -- -- 638(2) 6,200
Depreciation............................... 2,151 25 38 -- 2,214
Transaction costs.......................... 1,955 -- -- -- 1,955
-------- ------- ------- -------- --------
Total expenses............................... 113,032 1,843 2,051 638 117,564
-------- ------- ------- -------- --------
Income from operations....................... 16,478 1,366 1,441 (638) 18,647
Interest expense, net........................ 13,933 43 257 (13,864)(3) 369
-------- ------- ------- -------- --------
Income before income tax expense (benefit)
and extraordinary item..................... 2,545 1,323 1,184 13,226 18,278
Income tax expense (benefit)................. 1,476 539 7 8,579(4) 10,601
-------- ------- ------- -------- --------
Income before extraordinary item............. $ 1,069 $ 784 $ 1,177 $ 4,647 $ 7,677
======== ======= ======= ======== ========
Net income per common share
Basic...................................... $ 0.18
========
Diluted.................................... $ 0.17
========
Weighted average common shares
Basic...................................... 42,638(5)
========
Diluted.................................... 46,211(6)
========
</Table>
See accompanying notes to Unaudited Pro Forma Condensed Consolidated Statement
of Operations.
2
AMN HEALTHCARE SERVICES, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
(1) The historical results of operations of AMN includes the results of
O'Grady-Peyton commencing May 1, 2001, its date of acquisition by AMN. The
historical results of operations of O'Grady-Peyton reflect its results from
January 1, 2001 through April 30, 2001. The historical results of operations
of HRMC reflect its results for the year ended December 31, 2001.
(2) The pro forma amortization expense gives effect to additional goodwill
amortization of $278,000 and $293,000 in connection with the O'Grady-Peyton
and HRMC acquisitions, respectively. It also gives effect to additional
non-compete amortization of $17,000 and $50,000 for O'Grady-Peyton and HRMC,
respectively.
(3) The pro forma interest expense, net gives effect to the reduction of
interest expense in the amount of $13,864,000 related to the repayment of
all of the outstanding debt with the proceeds from our initial public
offering.
(4) The pro forma income tax expense gives effect to the additional tax expense,
calculated at our effective tax rate of approximately 58%, related to the
pro forma adjustments described above and pre-tax income of O'Grady-Peyton
and HRMC.
(5) Pro forma basic weighted average shares gives effect to the shares issued in
our initial public offering, the shares issued upon exercise of warrants at
the time of our initial public offering, and shares issued upon the exercise
of outstanding options by certain selling stockholders in conjunction with
the proposed common stock offering.
(6) Pro forma diluted weighted average shares gives effect to the stock options
outstanding under the 1999 and 2001 stock option plans and options exercised
by certain selling stockholders in conjunction with the proposed common
stock offering.
3
AMN HEALTHCARE SERVICES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<Table>
<Caption>
HISTORICAL (1)
---------------------- PRO FORMA PRO
AMN HRMC ADJUSTMENTS FORMA
-------- ---------- ----------- --------
Revenue........................................ $173,956 $3,764 $ -- $177,720
Cost of revenue................................ 131,753 2,744 -- 134,497
-------- ------ -------- --------
Gross profit................................. 42,203 1,020 -- 43,223
-------- ------ -------- --------
Expenses:
Selling, general, and administrative
(excluding non-cash stock-based
compensation)............................. 22,725 595 -- 23,320
Non-cash stock-based compensation............ 218 -- -- 218
Amortization................................. 82 -- 13(2) 95
Depreciation................................. 691 11 -- 702
-------- ------ -------- --------
Total expenses................................. 23,716 606 13 24,335
-------- ------ -------- --------
Income from operations......................... 18,487 414 (13) 18,888
Interest (income) expense, net................. (142) 59 (60)(3) (143)
-------- ------ -------- --------
Income before income tax expense............... 18,629 355 47 19,031
Income tax expense............................. 7,452 13 148(4) 7,613
-------- ------ -------- --------
Net income..................................... $ 11,177 $ 342 $ (101) $ 11,418
======== ====== ======== ========
Net income per common share
Basic..................................... $ 0.27
========
Diluted................................... $ 0.24
========
Weighted average common shares
Basic..................................... 42,638(5)
========
Diluted................................... 47,053(6)
========
</Table>
See accompanying notes to Unaudited Pro Forma Condensed Consolidated Statement
of Operations.
4
AMN HEALTHCARE SERVICES, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(1) The historical results of operations of HRMC reflect its results for the
three months ended March 31, 2002.
(2) The pro forma amortization expense gives effect to additional non-compete
amortization of $13,000 in connection with the HRMC acquisition.
(3) The pro forma interest expense, net gives effect to the reduction of
interest expense in the amount of $60,000 related to the repayment of all of
the outstanding debt of HRMC at the time of its acquisition by AMN as
required pursuant to the purchase agreement.
(4) The pro forma income tax expense gives effect to the additional tax expense,
calculated at AMN's effective tax rate of approximately 40%, related to the
pro forma adjustments described above and pre-tax income of HRMC.
(5) Pro forma basic weighted average shares gives effect to the shares issued in
our initial public offering, the shares issued upon exercise of warrants at
the time of our initial public offering, and shares issued upon the exercise
of outstanding options by certain selling stockholders in conjunction with
the proposed common stock offering.
(6) Pro forma diluted weighted average shares gives effect to the stock options
outstanding under the 1999 and 2001 stock option plans and options exercised
by certain selling stockholders in conjunction with the proposed common
stock offering.
5
AMN HEALTHCARE SERVICES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
BALANCE SHEET
AS OF MARCH 31, 2002
(IN THOUSANDS)
<Table>
<Caption>
HISTORICAL
------------------ PRO FORMA PRO
AMN HRMC ADJUSTMENTS FORMA
-------- ------ ----------- --------
ASSETS
Current assets:
Cash and cash equivalents...................... $ 25,288 $ 317 $(9,232)(1) $ 16,373
Short-term held-to-maturity investments........ 12,166 -- -- 12,166
Accounts receivable, net....................... 125,517 1,629 -- 127,146
Prepaid expenses............................... 8,493 146 -- 8,639
Other current assets........................... 2,327 75 -- 2,402
-------- ------ ------- --------
Total current assets................... 173,791 2,167 (9,232) 166,726
Fixed assets, net................................ 7,996 129 -- 8,125
Deferred income taxes, net....................... 19,385 -- -- 19,385
Deposits and other assets........................ 306 119 -- 425
Goodwill, net.................................... 127,752 -- 7,297(2) 135,049
Other intangibles, net........................... 1,391 -- 200(3) 1,591
-------- ------ ------- --------
Total assets........................... $330,621 $2,415 $(1,735) $331,301
======== ====== ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank overdraft................................. $ 3,069 $ -- $ -- $ 3,069
Accounts payable and accrued expenses.......... 7,373 53 -- 7,426
Accrued compensation and benefits.............. 28,632 346 -- 28,978
Income taxes payable........................... 2,473 -- -- 2,473
Current portion of notes payable............... -- 1,122 (1,122)(4) --
Other current liabilities...................... 4,229 -- -- 4,229
-------- ------ ------- --------
Total current liabilities.............. 45,776 1,521 (1,122) 46,175
Notes payable, less current portion.............. -- 5 (5)(4) --
Other long-term liabilities...................... 1,608 -- -- 1,608
-------- ------ ------- --------
Total liabilities...................... 47,384 1,526 (1,127) 47,783
-------- ------ ------- --------
Stockholders' equity:
Common stock................................... 423 1 2(5) 426
Additional paid-in capital..................... 345,976 23 255(5) 346,254
Accumulated deficit............................ (63,162) 865 (865)(5) (63,162)
-------- ------ ------- --------
Total stockholders' equity............. 283,237 889 (608) 283,518
-------- ------ ------- --------
Commitments and contingencies
Total liabilities and stockholders'
equity............................... $330,621 $2,415 $(1,735) $331,301
======== ====== ======= ========
</Table>
See accompanying notes to Unaudited Pro Forma Condensed Consolidated Balance
Sheet.
6
AMN HEALTHCARE SERVICES, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
BALANCE SHEET
AS OF MARCH 31, 2002
(1) The pro forma adjustment gives effect to the cash used to acquire HRMC of
$9,513,000, estimated expenses associated with the proposed common stock
offering of $1,285,000, and proceeds from the exercise of options by certain
selling stockholders in conjunction with the proposed common stock offering
of $1,566,000.
(2) The pro forma adjustment gives effect to goodwill recorded in connection
with the acquisition of HRMC.
(3) The pro forma adjustment gives effect to the recording of the non-compete
agreement in connection with the HRMC acquisition in the amount of $200,000.
(4) The pro forma adjustment gives effect to the repayment of all of the
outstanding debt of HRMC at the time of its acquisition by AMN.
(5) The pro forma adjustment gives effect to AMN's acquisition of HRMC, the
capitalization of the estimated costs associated with the proposed common
stock offering and the impact of options exercised in conjunction with the
proposed common stock offering.
7