x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2013
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Or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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Delaware
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|
06-1500476
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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12400 High Bluff Drive, Suite 100
San Diego, California
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92130
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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Item
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Page
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PART I - FINANCIAL INFORMATION
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1.
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2.
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3.
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4.
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PART II - OTHER INFORMATION
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1.
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1A.
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2.
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3.
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4.
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5.
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6.
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Item 1.
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Condensed Consolidated Financial Statements
|
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March 31, 2013
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|
December 31, 2012
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,939
|
|
|
$
|
5,681
|
|
Accounts receivable, net of allowances of $4,509 and $5,003 at March 31, 2013 and December 31, 2012, respectively
|
156,750
|
|
|
142,510
|
|
||
Accounts receivable, subcontractor
|
19,332
|
|
|
18,467
|
|
||
Deferred income taxes, net
|
17,794
|
|
|
18,123
|
|
||
Prepaid and other current assets
|
21,399
|
|
|
18,963
|
|
||
Total current assets
|
217,214
|
|
|
203,744
|
|
||
Restricted cash, cash equivalents and investments
|
18,801
|
|
|
18,861
|
|
||
Fixed assets, net
|
15,336
|
|
|
14,815
|
|
||
Deposits and other assets
|
21,186
|
|
|
19,732
|
|
||
Goodwill
|
123,324
|
|
|
123,324
|
|
||
Intangible assets, net
|
135,304
|
|
|
136,910
|
|
||
Total assets
|
$
|
531,165
|
|
|
$
|
517,386
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
56,721
|
|
|
$
|
52,619
|
|
Accrued compensation and benefits
|
49,393
|
|
|
49,443
|
|
||
Revolving credit facility
|
1,000
|
|
|
—
|
|
||
Other current liabilities
|
7,056
|
|
|
7,463
|
|
||
Total current liabilities
|
114,170
|
|
|
109,525
|
|
||
Notes payable, less current portion and discount
|
158,246
|
|
|
158,178
|
|
||
Other long-term liabilities
|
67,279
|
|
|
67,572
|
|
||
Total liabilities
|
339,695
|
|
|
335,275
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 10,000 shares authorized (including 5,941 shares of series A conditional convertible preferred stock); none issued and outstanding at March 31, 2013 and December 31, 2012
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 200,000 shares authorized; 45,960 and 45,691 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively
|
460
|
|
|
457
|
|
||
Additional paid-in capital
|
425,992
|
|
|
424,292
|
|
||
Accumulated deficit
|
(234,632
|
)
|
|
(242,195
|
)
|
||
Accumulated other comprehensive loss
|
(350
|
)
|
|
(443
|
)
|
||
Total stockholders’ equity
|
191,470
|
|
|
182,111
|
|
||
Total liabilities and stockholders’ equity
|
$
|
531,165
|
|
|
$
|
517,386
|
|
|
Years Ended Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Revenue
|
$
|
252,120
|
|
|
$
|
226,412
|
|
Cost of revenue
|
179,113
|
|
|
163,198
|
|
||
Gross profit
|
73,007
|
|
|
63,214
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative
|
53,607
|
|
|
47,176
|
|
||
Depreciation and amortization
|
3,290
|
|
|
3,695
|
|
||
Total operating expenses
|
56,897
|
|
|
50,871
|
|
||
Income from operations
|
16,110
|
|
|
12,343
|
|
||
Interest expense, net
|
2,859
|
|
|
5,533
|
|
||
Income from continuing operations before income taxes
|
13,251
|
|
|
6,810
|
|
||
Income tax expense
|
5,688
|
|
|
3,357
|
|
||
Income from continuing operations
|
7,563
|
|
|
3,453
|
|
||
Income from discontinued operations, net of tax
|
—
|
|
|
823
|
|
||
Net income
|
$
|
7,563
|
|
|
$
|
4,276
|
|
Basic income per common share from:
|
|
|
|
||||
Continuing operations
|
$
|
0.17
|
|
|
$
|
0.07
|
|
Discontinued operations
|
—
|
|
|
0.02
|
|
||
Net income
|
$
|
0.17
|
|
|
$
|
0.09
|
|
Diluted income per common share from:
|
|
|
|
||||
Continuing operations
|
$
|
0.16
|
|
|
$
|
0.07
|
|
Discontinued operations
|
—
|
|
|
0.02
|
|
||
Net income
|
$
|
0.16
|
|
|
$
|
0.09
|
|
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
45,813
|
|
|
40,576
|
|
||
Diluted
|
47,679
|
|
|
46,164
|
|
||
|
|
|
|
||||
Other comprehensive income (loss) - foreign currency translation
|
93
|
|
|
(43
|
)
|
||
Comprehensive income
|
$
|
7,656
|
|
|
$
|
4,233
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance, December 31, 2012
|
45,691
|
|
|
$
|
457
|
|
|
$
|
424,292
|
|
|
$
|
(242,195
|
)
|
|
$
|
(443
|
)
|
|
$
|
182,111
|
|
Equity awards vested and issued and exercised
|
269
|
|
|
3
|
|
|
(695
|
)
|
|
—
|
|
|
—
|
|
|
(692
|
)
|
|||||
Income tax benefit from equity awards vested and issued and exercised
|
—
|
|
|
—
|
|
|
693
|
|
|
—
|
|
|
—
|
|
|
693
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,702
|
|
|
—
|
|
|
—
|
|
|
1,702
|
|
|||||
Comprehensive income
|
|
|
|
|
|
|
7,563
|
|
|
93
|
|
|
7,656
|
|
||||||||
Balance, March 31, 2013
|
45,960
|
|
|
$
|
460
|
|
|
$
|
425,992
|
|
|
$
|
(234,632
|
)
|
|
$
|
(350
|
)
|
|
$
|
191,470
|
|
|
Years Ended Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
7,563
|
|
|
$
|
4,276
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,290
|
|
|
3,695
|
|
||
Non-cash interest expense
|
295
|
|
|
1,152
|
|
||
Increase in allowances for doubtful accounts and sales credits
|
1,102
|
|
|
2,006
|
|
||
Provision for deferred income taxes
|
1,023
|
|
|
3,060
|
|
||
Stock-based compensation
|
1,702
|
|
|
1,432
|
|
||
Excess tax benefits from share-based compensation
|
(704
|
)
|
|
(6
|
)
|
||
Gain on sale of discontinued operations
|
—
|
|
|
(1,187
|
)
|
||
Loss on disposal or sale of fixed assets
|
8
|
|
|
—
|
|
||
Changes in assets and liabilities, net of effects from divestiture:
|
|
|
|
||||
Accounts receivable, net
|
(15,342
|
)
|
|
3,033
|
|
||
Accounts receivable, subcontractor
|
(865
|
)
|
|
(843
|
)
|
||
Prepaid expenses and other current assets
|
(2,436
|
)
|
|
(5,267
|
)
|
||
Deposits and other assets
|
(1,608
|
)
|
|
(1,377
|
)
|
||
Accounts payable and accrued expenses
|
4,102
|
|
|
1,608
|
|
||
Accrued compensation and benefits
|
(50
|
)
|
|
68
|
|
||
Other liabilities
|
(779
|
)
|
|
(2,097
|
)
|
||
Net cash (used in) provided by operating activities
|
(2,699
|
)
|
|
9,553
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Purchase and development of fixed assets
|
(2,215
|
)
|
|
(1,001
|
)
|
||
Proceeds from sales of assets held for sale
|
—
|
|
|
8,350
|
|
||
Change in restricted cash, cash equivalents and investments balance
|
60
|
|
|
3
|
|
||
Net cash (used in) provided by investing activities
|
(2,155
|
)
|
|
7,352
|
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Capital lease repayments
|
(158
|
)
|
|
(168
|
)
|
||
Proceeds from revolving credit facility
|
1,000
|
|
|
—
|
|
||
Payments on revolving credit facility
|
—
|
|
|
(3,000
|
)
|
||
Payments on notes payable
|
—
|
|
|
(9,815
|
)
|
||
Proceeds from exercise of equity awards
|
711
|
|
|
—
|
|
||
Cash paid for shares withheld for taxes
|
(1,403
|
)
|
|
(656
|
)
|
||
Excess tax benefits from share-based compensation
|
704
|
|
|
6
|
|
||
Change in bank overdraft
|
165
|
|
|
(2,290
|
)
|
||
Net cash provided by (used in) financing activities
|
1,019
|
|
|
(15,923
|
)
|
||
Effect of exchange rate changes on cash
|
93
|
|
|
(43
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(3,742
|
)
|
|
939
|
|
||
Cash and cash equivalents at beginning of year
|
5,681
|
|
|
3,962
|
|
||
Cash and cash equivalents at end of year
|
$
|
1,939
|
|
|
$
|
4,901
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest (net of $24 and $9 capitalized for the three months ended March 31, 2013 and 2012, respectively)
|
$
|
2,399
|
|
|
$
|
4,520
|
|
Cash paid for income taxes
|
$
|
4,876
|
|
|
$
|
116
|
|
|
|||
|
Three months ended March 31, 2012
|
||
Revenue
|
$
|
3,885
|
|
|
|
||
Loss before income taxes
|
(547
|
)
|
|
Income tax benefit
|
183
|
|
|
Loss from discontinued operations
|
(364
|
)
|
|
|
|
||
Gain on sale of discontinued operations, before income taxes
|
3,825
|
|
|
Income tax expense
|
(2,638
|
)
|
|
Gain on sale of discontinued operations
|
1,187
|
|
|
|
|
||
Total income from discontinued operations
|
$
|
823
|
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Income from continuing operations
|
$
|
7,563
|
|
|
$
|
3,453
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
823
|
|
||
Net income
|
$
|
7,563
|
|
|
$
|
4,276
|
|
|
|
|
|
||||
Less: Allocation to participating securities - from continuing operations
|
—
|
|
|
(362
|
)
|
||
Allocation to participating securities - from discontinued operations
|
—
|
|
|
(86
|
)
|
||
Total allocation to participating securities
|
—
|
|
|
(448
|
)
|
||
Net income attributable to common stockholders - basic
|
$
|
7,563
|
|
|
$
|
3,828
|
|
|
|
|
|
||||
Basic income per common share from:
|
|
|
|
||||
Continuing operations
|
$
|
0.17
|
|
|
$
|
0.07
|
|
Discontinued operations
|
—
|
|
|
0.02
|
|
||
Net income
|
$
|
0.17
|
|
|
$
|
0.09
|
|
Diluted income per common share from:
|
|
|
|
||||
Continuing operations
|
$
|
0.16
|
|
|
$
|
0.07
|
|
Discontinued operations
|
—
|
|
|
0.02
|
|
||
Net income
|
$
|
0.16
|
|
|
$
|
0.09
|
|
Weighted average common shares outstanding—basic
|
45,813
|
|
|
40,576
|
|
||
Plus dilutive effect of potential common shares
|
1,866
|
|
|
5,588
|
|
||
Weighted average common shares outstanding—diluted
|
47,679
|
|
|
46,164
|
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Revenue
|
|
|
|
||||
Nurse and allied healthcare staffing
|
$
|
176,765
|
|
|
$
|
153,886
|
|
Locum tenens staffing
|
65,456
|
|
|
63,509
|
|
||
Physician permanent placement services
|
9,899
|
|
|
9,017
|
|
||
|
$
|
252,120
|
|
|
$
|
226,412
|
|
Segment Operating Income
|
|
|
|
||||
Nurse and allied healthcare staffing
|
$
|
22,474
|
|
|
$
|
17,077
|
|
Locum tenens staffing
|
4,892
|
|
|
4,416
|
|
||
Physician permanent placement services
|
2,241
|
|
|
1,706
|
|
||
|
29,607
|
|
|
23,199
|
|
||
Unallocated corporate overhead
|
8,505
|
|
|
5,732
|
|
||
Depreciation and amortization
|
3,290
|
|
|
3,695
|
|
||
Stock-based compensation
|
1,702
|
|
|
1,429
|
|
||
Interest expense, net
|
2,859
|
|
|
5,533
|
|
||
Income from continuing operations before income taxes
|
$
|
13,251
|
|
|
$
|
6,810
|
|
|
Fair Value Measurements as of March 31, 2013
|
||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
U.S. Treasury securities
|
$
|
18,166
|
|
|
$
|
18,166
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trading securities investment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total financial assets measured at fair value
|
$
|
18,166
|
|
|
$
|
18,166
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fair Value Measurements as of December 31, 2012
|
||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
U.S. Treasury securities
|
$
|
18,298
|
|
|
$
|
18,298
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trading securities investment
|
42
|
|
|
42
|
|
|
—
|
|
|
—
|
|
||||
Total financial assets measured at fair value
|
$
|
18,340
|
|
|
$
|
18,340
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Reduction in the Interest Rate on the Revolver
. Under the original Credit Agreement, borrowings under the Revolver bore interest at floating rates based upon either a LIBOR or a base rate option selected by the Company, plus a spread of
3.75%
to
4.25%
(the “LIBOR Loan Spread”) and
2.75%
to
3.25%
(the “Base Rate Loan Spread”), respectively, in each case, as specifically determined quarterly based upon the Company’s then-existing consolidated leverage ratio (as defined in the Credit Agreement). The First Amendment reduces each of the Revolver LIBOR Loan Spread and the Revolver Base Rate Loan Spread by 150 basis points, to
2.25%
to
2.75%
and
1.25%
to
1.75%
, respectively.
|
•
|
Reduction in the Interest Rate on the Term Loan
. Under the original Credit Agreement, borrowings under the Term Loan bore interest at floating rates based upon either a LIBOR (with a floor of
1.25%
) or a base rate option selected by the Company, plus a LIBOR Loan Spread of
4.50%
to
4.75%
and a Base Rate Loan Spread of
3.50%
to
3.75%
, respectively, in each case, as specifically determined quarterly based upon the Company’s then-existing consolidated leverage ratio. The First Amendment reduces each of the Term Loan LIBOR Loan Spread and the Term Loan Base Rate Loan Spread by 150 to 175 basis points (depending on the original Credit Agreement Consolidated Leverage Ratio step) to
3.00%
and
2.00%
, respectively. It also reduces the LIBOR floor by 50 basis points, from
1.25%
to
0.75%
.
|
•
|
Increased Sublimit for the Issuance of Letter of Credit
. The original Credit Agreement provided for a
$20,000
sublimit for the issuance of letters of credit under the Revolver. The First Amendment increases the sublimit to
$30,000
.
|
|
Three Months Ended March 31,
|
|||||
|
2013
|
|
2012
|
|
||
Unaudited Condensed Consolidated Statements of Income:
|
|
|
|
|
||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of revenue
|
71.0
|
|
|
72.1
|
|
|
Gross profit
|
29.0
|
|
|
27.9
|
|
|
Selling, general and administrative
|
21.3
|
|
|
20.8
|
|
|
Depreciation and amortization
|
1.3
|
|
|
1.6
|
|
|
Income from operations
|
6.4
|
|
|
5.5
|
|
|
Interest expense, net
|
1.1
|
|
|
2.5
|
|
|
Income from continuing operations before income taxes
|
5.3
|
|
|
3.0
|
|
|
Income tax expense
|
2.3
|
|
|
1.5
|
|
|
Income from continuing operations
|
3.0
|
|
|
1.5
|
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
0.4
|
|
|
Net income
|
3.0
|
%
|
|
1.9
|
%
|
|
|
(In Thousands)
Three Months Ended
March 31,
|
||||||
|
2013
|
|
2012
|
||||
Nurse and allied healthcare staffing
|
$
|
26,076
|
|
|
$
|
23,533
|
|
Locum tenens staffing
|
13,370
|
|
|
12,827
|
|
||
Physician permanent placement services
|
3,954
|
|
|
3,655
|
|
||
Unallocated corporate overhead
|
8,505
|
|
|
5,732
|
|
||
Stock-based compensation
|
1,702
|
|
|
1,429
|
|
||
|
$
|
53,607
|
|
|
$
|
47,176
|
|
|
(In Thousands)
Three Months Ended
March 31,
|
||||||
|
2013
|
|
2012
|
||||
|
|
||||||
Net cash (used in) provided by operating activities
|
$
|
(2,699
|
)
|
|
$
|
9,553
|
|
Net cash (used in) provided by investing activities
|
(2,155
|
)
|
|
7,352
|
|
||
Net cash provided by (used in) financing activities
|
1,019
|
|
|
(15,923
|
)
|
•
|
the effects of economic downturns or slow recoveries, which could result in less demand for our services;
|
•
|
any inability on our part to maintain our clients and secure new ones and to fill new and profitable orders and searches for our clients;
|
•
|
the level of consolidation and concentration of buyers of healthcare staffing services, which could affect the pricing of our services and our ability to mitigate risk;
|
•
|
any inability on our part to quickly respond to changing marketplace conditions, such as alternative modes of healthcare delivery, or to client needs;
|
•
|
the ability of our clients to retain and increase the productivity of their permanent staff, which may negatively affect the demand for our services;
|
•
|
our ability to grow and operate our business in compliance with employment laws and other legislation, laws and regulations that may directly or indirectly affect us, such as Medicare certification and reimbursement, professional licensure, government contracting requirements, the Patient Protection and Affordable Care Act and other state or federal healthcare reform legislation;
|
•
|
the challenge to the classification of certain of our healthcare professionals as independent contractors;
|
•
|
the effect of medical malpractice, employment and wage regulation and other claims asserted against us, which could subject us to substantial liabilities;
|
•
|
any inability on our part to implement new operating and back office systems effectively;
|
•
|
the effect of technology disruptions and obsolescence, which may negatively affect our business operations;
|
•
|
any inability on our part to recruit and retain sufficient quality clinicians and physicians at reasonable costs;
|
•
|
any inability on our part to properly screen and match quality clinicians and physicians with suitable placements;
|
•
|
any inability on our part to successfully attract and retain a sufficient number of quality sales and operational personnel;
|
•
|
the loss of our key officers and management personnel;
|
•
|
any inability on our part to maintain at reasonable costs the positive brand identities we have developed and acquired;
|
•
|
any recognition by us of an impairment to goodwill or indefinite lived intangibles;
|
•
|
the effect of adverse adjustments by us to accruals for self-insured retentions and uncertain income tax liability, which could decrease our earnings or increase our losses, as the case may be, or negatively affect our cash flow; and
|
•
|
our level of indebtedness and any inability on our part to generate sufficient cash flow to service our debt.
|
Item 4.
|
Controls and Procedures
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
4.1
|
|
|
First Amendment to Credit Agreement, dated as of February 28, 2013, by and among AMN Healthcare, Inc., as borrower, AMN Healthcare Services, Inc., AMN Services, LLC, O’Grady-Peyton International (USA), Inc., AMN Staffing Services, LLC, Merritt, Hawkins & Associates, LLC, AMN Healthcare Allied, Inc., Staff Care, Inc., AMN Allied Services, LLC, Pharmacy Choice, Inc., Rx Pro Health, Inc., Nursefinders, LLC, Linde Health Care Staffing, Inc., as guarantors, the lenders identified on the signature pages thereto, as lenders, and SunTrust Bank, as administrative agent.*
|
|
|
|
|
10.1
|
|
|
Form of AMN Healthcare Equity Plan Performance Restricted Stock Unit Agreement (Adjusted EBITDA Margin) (Management Contract or Compensation Plan or Arrangement).*
|
|
|
|
|
31.1
|
|
|
Certification by Susan R. Salka pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
|
|
|
|
|
31.2
|
|
|
Certification by Brian M. Scott pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
|
|
|
|
|
32.1
|
|
|
Certification by Susan R. Salka pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
|
32.2
|
|
|
Certification by Brian M. Scott pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document.**
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document.**
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.**
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document.**
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document.**
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.**
|
|
*
|
|
Filed herewith.
|
|
|
|
**
|
|
Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and amend the interactive data files promptly after becoming aware that the interactive data files fail to comply with the submission requirements. The interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
|
AMN HEALTHCARE SERVICES, INC.
|
||
|
||
/
S
/ S
USAN
R. S
ALKA
|
||
Susan R. Salka
President and Chief Executive Officer
|
/
S
/ B
RIAN
M. S
COTT
|
Brian M. Scott
Chief Accounting Officer,
Chief Financial Officer and Treasurer
(Principal Accounting and Financial Officer)
|
Eurodollar Rate =
|
Interbank Offered Rate
1.00 – Eurodollar Reserve Requirement |
GUARANTORS
:
|
AMN SERVICES, LLC
,
a North Carolina limited liability company |
By:
|
___________________________
Name: Susan R. Salka Title: President and CEO |
By:
|
___________________________
Name: |
/
S
/ S
USAN
R. S
ALKA
|
Susan R. Salka
Director, President and Chief Executive Officer
(Principal Executive Officer)
|
/
S
/ B
RIAN
M. S
COTT
|
Brian M. Scott
Chief Accounting Officer,
Chief Financial Officer and Treasurer
(Principal Accounting and Financial Officer)
|
/
S
/ S
USAN
R. S
ALKA
|
Susan R. Salka
President and Chief Executive Officer
|
/
S
/ B
RIAN
M. S
COTT
|
Brian M. Scott
Chief Accounting Officer,
Chief Financial Officer and Treasurer
|