AMN HEALTHCARE SERVICES INC - 10-Q filing on 2016-11-04

Notes Payable and Credit Agreement	9 Months Ended
Notes Payable and Credit Agreement	Sep. 30, 2016
Debt Disclosure [Abstract]
NOTES PAYABLE AND CREDIT AGREEMENT	NOTES PAYABLE AND CREDIT AGREEMENT On April 18, 2014, the Company entered into a Credit Agreement (the “Credit Agreement”) with several lenders to provide for two credit facilities to replace its prior credit facilities, including (1) a $225,000 secured revolving credit facility (the “Revolver”) that includes a $40,000 sublimit for the issuance of letters of credit and a $20,000 sublimit for swingline loans and (2) a $150,000 secured term loan credit facility (the “Term Loan”). On January 4, 2016, the Company entered into the First Amendment (together with the Credit Agreement and the Second Amendment (as defined elsewhere in this Note (7)), the “Amended Credit Agreement”) with several lenders to provide for, among other things, (A) a $50,000 increase to the Revolver to $275,000, and (B) an additional $75,000 secured term loan (the “Additional Term Loan”). The Company used the proceeds from the Additional Term Loan and drawdowns of the Revolver to complete its acquisitions of BES and Peak, as more fully described in Note (2), “Business Combinations.” The Additional Term Loan is subject to amortization of principal of 5.00% per year of the original Additional Term Loan amount, payable in equal quarterly installments. The maturity date of the Additional Term Loan is January 4, 2021. On September 19, 2016, the Company entered into the Second Amendment to the Credit Agreement (the “Second Amendment”), which, among other things, permits the Company to increase the commitments that may be obtained under the Amended Credit Agreement by the amount of certain prepayments made thereunder. Accordingly, the Amended Credit Agreement now provides that the Company may from time to time obtain an increase in the Revolver or obtain additional term loans or both in an aggregate principal amount not to exceed $125,000 plus the amount of certain prepayments of credit facilities thereunder (including $138,438 of prepayments of the Term Loan and the Additional Term Loan made by the Company on October 3, 2016) subject to, among other conditions, the arrangement of additional commitments with financial institutions reasonably acceptable to the Company and the administrative agent. The obligations of the Company under the Amended Credit Agreement are secured by substantially all of the assets of the Company and the common stock or equity interests of its domestic subsidiaries. The payment obligations under the Amended Credit Agreement may be accelerated upon the occurrence of defined events of default. Additionally, the Amended Credit Agreement no longer requires (as was originally set forth in the original Credit Agreement) the Company to make mandatory prepayments under any of the credit facilities provided thereunder with the proceeds of extraordinary receipts and excess cash flow. The Amended Credit Agreement contains various customary affirmative and negative covenants, including restrictions on incurrence of additional indebtedness, declaration and payment of dividends, dispositions of assets, consolidation into another entity, and allowable investments. Additionally, there are financial covenants based on the Company’s consolidated leverage ratio and interest coverage ratio as calculated in accordance with the Amended Credit Agreement. In connection with the First Amendment, the Company incurred $632 in fees paid to lenders and other third parties, of which $448 was capitalized and amortized to interest expense over the remaining term of the Amended Credit Agreement and the remaining amount was recorded as interest expense during the nine months ended September 30, 2016. The Company incurred de minimis costs in connection with the Second Amendment. The Company described in further detail other aspects of the Amended Credit Agreement in effect prior to the Second Amendment in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement” of the 2015 Annual Report. As of September 30, 2016, except for the $3,750 scheduled annual payment under the Additional Term Loan, all outstanding balances under the Revolver, the Term Loan and the Additional Term Loan were classified as long-term payments due to the post-balance sheet date issuance of the Notes on October 3, 2016.