UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q

____________________



x☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

For the transition period from to

Commission File No.: 001-16753

AMN HEALTHCARE SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)



Delaware			06-1500476
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

~~12400 High Bluff Drive,~~ 8840 Cypress Waters Boulevard	Suite ~~100~~ ~~San Diego, California~~ 300		~~92130~~
Dallas	Texas	75019
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (866) 871-8519

____________________

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


Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	AMN	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ~~"emerging~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filerx

☒

Accelerated filer o

☐

Non-accelerated filero

☐

Smaller reporting companyo

☐

Emerging growth companyo

☐

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act). Yes o☐ No x

As of ~~November 1, 2017~~,May 6, 2021, there were ~~47,772,333~~47,257,096 shares of common stock, $0.01 par value, outstanding.

TABLE OF CONTENTS


Item		Page

	PART I - FINANCIAL INFORMATION

1.	Condensed Consolidated Financial Statements (unaudited):	1
	Condensed Consolidated Balance Sheets, As of March 31, 2021 and December 31, 2020	1
	Condensed Consolidated Statements of Comprehensive Income, For the Three Months Ended March 31, 2021 and 2020	2
	Condensed Consolidated Statements of Stockholders’ Equity, For the Three Months Ended March 31, 2021 and 2020	3
	Condensed Consolidated Statements of Cash Flows, For the Three Months Ended March 31, 2021 and 2020	4
	Notes to Unaudited Condensed Consolidated Financial Statements	6
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
3.	Quantitative and Qualitative Disclosures about Market Risk	25
4.	Controls and Procedures	25

	PART II - OTHER INFORMATION


1.	Legal Proceedings	26
1A.	Risk Factors	26
2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
3.	Defaults Upon Senior Securities	26
4.	Mine Safety Disclosures	26
5.	Other Information	26
6.	Exhibits	27
	Signatures	28

Item Page

PART I - FINANCIAL INFORMATION

1.
Condensed Consolidated Financial Statements (unaudited):
1

Condensed Consolidated Balance Sheets, As of September 30, 2017 and December 31, 2016
1

Condensed Consolidated Statements of Comprehensive Income, For the Three and Nine Months Ended September 30, 2017 and 2016
2

Condensed Consolidated Statements of Cash Flows, For the Nine Months Ended September 30, 2017 and 2016
3

Notes to Unaudited Condensed Consolidated Financial Statements
5
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
14
3.
Quantitative and Qualitative Disclosures about Market Risk
22
4.
Controls and Procedures
23

PART II - OTHER INFORMATION

1.
Legal Proceedings
24
1A.
Risk Factors
24
2.
Unregistered Sales of Equity Securities and Use of Proceeds
24
3.
Defaults Upon Senior Securities
24
4.
Mine Safety Disclosures
24
5.
Other Information
24
6.
Exhibits
25

Signatures
26

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited and in thousands, except par value)


	March 31, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	78,325	$	29,213
Accounts receivable, net of allowances of $7,050 and $7,043 at March 31, 2021 and December 31, 2020, respectively	562,163		376,099
Accounts receivable, subcontractor	138,367		73,985
Prepaid expenses	19,819		13,629
Other current assets	31,683		40,809
Total current assets	830,357		533,735
Restricted cash, cash equivalents and investments	62,319		61,347
Fixed assets, net of accumulated depreciation of $170,250 and $161,752 at March 31, 2021 and December 31, 2020, respectively	119,587		116,174
Operating lease right-of-use assets	74,746		77,735
Other assets	141,255		135,120
Goodwill	865,148		864,485
Intangible assets, net of accumulated amortization of $230,436 and $215,234 at March 31, 2021 and December 31, 2020, respectively	549,710		564,911
Total assets	$	2,643,122	$	2,353,507
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	271,903	$	167,881
Accrued compensation and benefits	282,981		213,414

Current portion of notes payable	0		4,688
Current portion of operating lease liabilities	15,200		15,032
Deferred revenue	14,999		11,004
Other current liabilities	13,911		10,938
Total current liabilities	598,994		422,957
Revolving credit facility	55,000		0
Notes payable, net of unamortized fees and premium	841,435		857,961
Deferred income taxes, net	68,920		67,205
Operating lease liabilities	74,214		77,800
Other long-term liabilities	110,499		107,907
Total liabilities	1,749,062		1,533,830
Commitments and contingencies	0		0
Stockholders’ equity:
Preferred stock, $0.01 par value; 10,000 shares authorized; NaN issued and outstanding at March 31, 2021 and December 31, 2020	0		0
Common stock, $0.01 par value; 200,000 shares authorized; 49,746 issued and 47,185 outstanding at March 31, 2021 and 49,614 issued and 47,053 outstanding at December 31, 2020	497		496
Additional paid-in capital	472,754		468,726
Treasury stock, at cost; 2,561 shares at March 31, 2021 and December 31, 2020	(119,143)		(119,143)
Retained earnings	539,936		469,558
Accumulated other comprehensive income	16		40
Total stockholders’ equity	894,060		819,677
Total liabilities and stockholders’ equity	$	2,643,122	$	2,353,507

September 30, 2017 December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents $ 19,625
$ 10,622
Accounts receivable, net of allowances of $11,381 and $11,376 at September 30, 2017 and December 31, 2016, respectively 343,596
341,977
Accounts receivable, subcontractor 37,200
49,233
Prepaid expenses 15,832
14,189
Other current assets 26,220
34,607
Total current assets 442,473
450,628
Restricted cash, cash equivalents and investments 34,380
31,287
Fixed assets, net of accumulated depreciation of $94,531 and $84,865 at September 30, 2017 and December 31, 2016, respectively 68,188
59,954
Other assets 73,962
57,534
Goodwill 340,596
341,754
Intangible assets, net of accumulated amortization of $85,990 and $72,057 at September 30, 2017 and December 31, 2016, respectively 231,791
245,724
Total assets $ 1,191,390
$ 1,186,881
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 117,934
$ 137,512
Accrued compensation and benefits 111,984
107,993
Current portion of notes payable, less unamortized fees —
3,750
Deferred revenue 9,609
8,924
Other current liabilities 5,440
16,611
Total current liabilities 244,967
274,790

Notes payable, less unamortized fees 319,652
359,192
Deferred income taxes, net 11,899
21,420
Other long-term liabilities 82,673
82,096
Total liabilities 659,191
737,498
Commitments and contingencies

Stockholders’ equity:
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at September 30, 2017 and December 31, 2016 —
—
Common stock, $0.01 par value; 200,000 shares authorized; 48,402 issued and 47,772 outstanding, respectively, at September 30, 2017 and 48,055 issued and 47,612 outstanding, respectively, at December 31, 2016 484
481
Additional paid-in capital 451,136
452,491
Treasury stock, at cost (630 and 443 shares at September 30, 2017 and December 31, 2016, respectively) (20,358 ) (13,261 )
Retained earnings 101,062
9,671
Accumulated other comprehensive income (loss) (125 ) 1
Total stockholders’ equity 532,199
449,383
Total liabilities and stockholders’ equity $ 1,191,390
$ 1,186,881

See accompanying notes to unaudited condensed consolidated financial statements.

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited and in thousands, except per share amounts)


	Three Months Ended September 30,					Nine Months Ended September 30,							Three Months Ended March 31,
	2017			2016		2017			2016					2021		2020
Revenue	$	494,406		$	472,636	$	1,479,378		$	1,414,367		Revenue		$	885,945	$	602,461
Cost of revenue	334,867			318,169		997,051			953,249			Cost of revenue		597,077		400,395
Gross profit	159,539			154,467		482,327			461,118			Gross profit		288,868		202,066
Operating expenses:												Operating expenses:
Selling, general and administrative	100,579			99,995		299,325			297,359			Selling, general and administrative		161,212		146,234
Depreciation and amortization	8,132			7,789		23,759			21,888			Depreciation and amortization		23,254		20,089
Total operating expenses	108,711			107,784		323,084			319,247			Total operating expenses		184,466		166,323
Income from operations	50,828			46,683		159,243			141,871			Income from operations		104,402		35,743
Interest expense, net, and other	4,837			3,016		14,895			9,065			Interest expense, net, and other		8,944		11,054
Income before income taxes	45,991			43,667		144,348			132,806			Income before income taxes		95,458		24,689
Income tax expense	17,863			16,371		52,957			53,319			Income tax expense		25,080		11,724
Net income	$	28,128		$	27,296	$	91,391		$	79,487		Net income		$	70,378	$	12,965

Other comprehensive income (loss):
Other comprehensive loss:												Other comprehensive loss:
Foreign currency translation and other	(73		)	40		(111		)	165			Foreign currency translation and other		(24)		(47)
Cash flow hedge, net of income taxes	—			231		(15		)	(343		)
Other comprehensive income (loss)	(73		)	271		(126		)	(178		)
Other comprehensive loss												Other comprehensive loss		(24)		(47)

Comprehensive income	$	28,055		$	27,567	$	91,265		$	79,309		Comprehensive income		$	70,354	$	12,918

Net income per common share:												Net income per common share:
Basic	$	0.59		$	0.57	$	1.91		$	1.66		Basic		$	1.48	$	0.27
Diluted	$	0.57		$	0.55	$	1.85		$	1.61		Diluted		$	1.47	$	0.27
Weighted average common shares outstanding:												Weighted average common shares outstanding:
Basic	47,912			48,049		47,870			47,993			Basic		47,600		47,359
Diluted	49,445			49,410		49,480			49,287			Diluted		47,916		47,641

See accompanying notes to unaudited condensed consolidated financial statements.

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited and in thousands)


	Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income		Total
	Shares	Amount				Shares	Amount
Balance, December 31, 2019	49,283	$	493	$	455,193	(2,561)	$	(119,143)	$	400,047	$	152	$	736,742

Equity awards vested and exercised, net of shares withheld for payroll taxes	140	1		(4,354)		—	—		—		—		(4,353)
Cumulative-effect adjustment from adoption of the credit loss standard, net of tax	—	—		—		—	—		(1,154)		—		(1,154)
Share-based compensation	—	—		4,927		—	—		—		—		4,927
Comprehensive income (loss)	—	—		—		—	—		12,965		(47)		12,918
Balance, March 31, 2020	49,423	$	494	$	455,766	(2,561)	$	(119,143)	$	411,858	$	105	$	749,080


	Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income		Total
	Shares	Amount				Shares	Amount
Balance, December 31, 2020	49,614	$	496	$	468,726	(2,561)	$	(119,143)	$	469,558	$	40	$	819,677

Equity awards vested and exercised, net of shares withheld for payroll taxes	132	1		(5,259)		—	—		—		—		(5,258)

Share-based compensation	—	—		9,287		—	—		—		—		9,287
Comprehensive income (loss)	—	—		—		—	—		70,378		(24)		70,354
Balance, March 31, 2021	49,746	$	497	$	472,754	(2,561)	$	(119,143)	$	539,936	$	16	$	894,060

See accompanying notes to unaudited condensed consolidated financial statements.

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in thousands)


	Three Months Ended March 31,
	2021		2020
Cash flows from operating activities:
Net income	$	70,378	$	12,965
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	23,725		20,234
Non-cash interest expense and other	(761)		1,911
Write-off of fees on credit facilities and senior notes	158		0
Change in fair value of contingent consideration	0		200
Increase in allowance for credit losses and sales credits	4,391		4,735
Provision for deferred income taxes	1,928		733
Share-based compensation	9,287		4,927
Loss on disposal or sale of fixed assets	353		3,266
Amortization of discount on investments	(30)		(50)
Net loss (gain) on deferred compensation balances	370		(240)
Non-cash lease expense	(429)		(179)
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable	(191,271)		(5,786)
Accounts receivable, subcontractor	(64,382)		(3,224)
Income taxes receivable	6,591		5,984
Prepaid expenses	(6,190)		(7,663)
Other current assets	4,226		3,463
Other assets	(331)		2,409

Accounts payable and accrued expenses	103,278		15,836
Accrued compensation and benefits	64,985		(2,031)
Other liabilities	9,039		(6,894)

Deferred revenue	3,794		748
Restricted investments balance	22		21
Net cash provided by operating activities	39,131		51,365

Cash flows from investing activities:
Purchase and development of fixed assets	(11,607)		(13,571)
Purchase of investments	(10,299)		(4,479)
Proceeds from maturity of investments	25,200		9,600
Purchase of equity investment	(500)		0
Payments to fund deferred compensation plan	0		(5,471)

Purchase of convertible promissory notes	0		(490)
Cash paid for acquisitions, net of cash and restricted cash received	0		(476,392)
Cash paid for other intangibles	0		(1,400)
Cash received for working capital adjustments for prior year acquisitions	0		66
Net cash provided by (used in) investing activities	2,794		(492,137)

Nine Months Ended September 30,
2017 2016
Cash flows from operating activities:
Net income $ 91,391
$ 79,487
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 23,759
21,888
Non-cash interest expense and other 1,718
1,180
Change in fair value of contingent consideration 66
(88 )
Increase in allowances for doubtful accounts and sales credits 9,012
6,746
Provision for deferred income taxes (9,512 ) (3,209 )
Share-based compensation 7,720
8,795
Excess tax benefits from share-based compensation —
(2,764 )
Loss on disposal or sale of fixed assets 130
45
Amortization of discount on investments (112 ) —
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable (10,631 ) (42,594 )
Accounts receivable, subcontractor 12,033
8,681
Income taxes receivable (1,854 ) 6,160
Prepaid expenses (1,643 ) (195 )
Other current assets 10,155
(10,109 )
Other assets (5,204 ) (4,295 )
Accounts payable and accrued expenses (20,442 ) (791 )
Accrued compensation and benefits 3,991
10,761
Other liabilities (5,112 ) 5,736
Deferred revenue 678
256
Restricted cash, cash equivalents and investments balance (9,761 ) (870 )
Net cash provided by operating activities 96,382
84,820

Cash flows from investing activities:
Purchase and development of fixed assets (17,168 ) (17,705 )
Purchase of investments (11,021 ) —
Proceeds from maturity of investments 17,200
—
Change in restricted cash, cash equivalents and investments balance 601
—
Payments to fund deferred compensation plan (10,056 ) (5,665 )
Equity investment (2,000 ) —
Cash paid for acquisitions, net of cash received —
(216,553 )
Cash paid for working capital adjustments and holdback liability for prior year acquisitions (1,000 ) (1,348 )
Net cash used in investing activities (23,444 ) (241,271 )


	Three Months Ended March 31,
	2021		2020
Cash flows from financing activities:

Payments on term loans	(21,875)		0
Proceeds from term loans	0		250,000
Payments on revolving credit facility	(15,000)		0
Proceeds from revolving credit facility	70,000		225,000



Payment of financing costs	0		(3,899)
Earn-out payments for prior acquisitions	(3,100)		(10,622)
Cash paid for shares withheld for taxes	(5,258)		(4,353)
Net cash provided by financing activities	24,767		456,126
Effect of exchange rate changes on cash	(24)		(47)
Net increase in cash, cash equivalents and restricted cash	66,668		15,307
Cash, cash equivalents and restricted cash at beginning of period	83,990		153,962
Cash, cash equivalents and restricted cash at end of period	$	150,658	$	169,269

Supplemental disclosures of cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities	$	4,894	$	4,734
Cash paid for interest (net of $102 and $159 capitalized for the three months ended March 31, 2021 and 2020, respectively)	$	320	$	1,898
Cash paid for income taxes	$	5,566	$	45
Acquisitions:
Fair value of tangible assets acquired in acquisitions, net of cash and restricted cash received	$	0	$	37,240
Goodwill	0		255,974
Intangible assets	0		252,000
Liabilities assumed	0		(68,822)



Net cash paid for acquisitions	$	0	$	476,392
Supplemental disclosures of non-cash investing and financing activities:
Purchase of fixed assets recorded in accounts payable and accrued expenses	$	3,788	$	1,786

Nine Months Ended September 30,
2017 2016
Cash flows from financing activities:
Capital lease repayments —
(6 )
Payments on term loans (44,063 ) (8,438 )
Proceeds from term loans —
75,000
Payments on revolving credit facility —
(24,000 )
Proceeds from revolving credit facility —
124,000
Repurchase of common stock (7,097 ) —
Payment of financing costs —
(448 )
Earn-out payments for prior acquisitions (3,677 ) (900 )
Proceeds from termination of derivative contract 85
—
Cash paid for shares withheld for taxes (9,072 ) (5,554 )
Excess tax benefits from equity awards vested and exercised —
2,764
Net cash provided by (used in) financing activities (63,824 ) 162,418
Effect of exchange rate changes on cash (111 ) 165
Net increase in cash and cash equivalents 9,003
6,132
Cash and cash equivalents at beginning of period 10,622
9,576
Cash and cash equivalents at end of period $ 19,625
$ 15,708

Supplemental disclosures of cash flow information:
Cash paid for interest (net of $113 and $158 capitalized for the nine months ended September 30, 2017 and 2016, respectively) $ 9,395
$ 7,106
Cash paid for income taxes $ 65,998
$ 52,684
Acquisitions:
Fair value of tangible assets acquired in acquisitions, net of cash received $ —
$ 18,789
Goodwill —
136,521
Intangible assets —
89,064
Liabilities assumed —
(21,921 )
Holdback provision —
(1,830 )
Earn-out liabilities —
(4,070 )
Net cash paid for acquisitions $ —
$ 216,553
Supplemental disclosures of non-cash investing and financing activities:
Purchase of fixed assets recorded in accounts payable and accrued expenses $ 3,156
$ 1,370

See accompanying notes to unaudited condensed consolidated financial statements.

AMN HEALTHCARE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

1. BASIS OF PRESENTATION

The condensed consolidated balance sheets and related condensed consolidated statements of comprehensive income and cash flows contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”), which are unaudited, include the accounts of AMN Healthcare Services, Inc. and its wholly-owned subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all entries necessary for a fair presentation of such unaudited condensed consolidated financial statements have been included. These entries consisted of all normal recurring items. The results of operations for the interim period are not necessarily indicative of the results to be expected for any other interim period or for the entire fiscal year or for any future period.

The unaudited condensed consolidated financial statements do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United ~~States.~~States (“U.S. GAAP”). Please refer to the Company’s audited consolidated financial statements and the related notes for the fiscal year ended December 31, ~~2016,~~2020, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016,~~2020, filed with the Securities and Exchange Commission on February ~~17, 2017~~26, 2021 (“~~2016~~2020 Annual Report”).

The preparation of financial statements in conformity with ~~accounting principles generally accepted in the United States~~U.S. GAAP requires management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to intangible assets purchased in a business combination, asset impairments, accruals for self-insurance, compensation and related benefits, accounts receivable, contingencies and litigation, earn-out liabilities, and income taxes. Actual results could differ from those estimates under different assumptions or conditions.

Coronavirus Pandemic

The Company is closely monitoring the impact of the novel coronavirus (COVID-19) pandemic, which continues to evolve, and its effects and risks on our operations, liquidity, financial condition and financial results. The estimates used for, but not limited to, determining the collectability of accounts receivable, fair value of long-lived assets, and goodwill could be impacted by the pandemic. While the full impact of COVID-19, including the duration and severity of the pandemic, remains unknown, the Company has made appropriate estimates based on the facts and circumstances available as of the reporting date. Specifically, the Company continues to monitor the impacts of the pandemic on its customers’ liquidity and capital resources and, therefore, the Company’s ability to collect, or the timeliness of collection of accounts receivable. The impact of COVID-19 did not have a material effect on the Company’s estimates as of March 31, 2021. These estimates may change as new events occur and additional information is obtained. See additional information below regarding the allowance for credit losses for accounts receivable.

Recently Adopted Accounting Pronouncements

In ~~March 2016,~~December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting ~~Standards~~Standard Update (“ASU”) ~~2016-09, “Stock Compensation - Improvements to Employee Share-Based Payment Accounting.~~2019-12, “Simplifying the Accounting for Income Taxes.” The ~~guidance attempts~~standard is expected to ~~simplify the~~reduce cost and complexity related to accounting for ~~share-based payment transactions in several areas, including~~income taxes. The new guidance eliminates certain exceptions and clarifies and amends existing guidance to promote consistent application among reporting entities. Depending on the ~~following: income tax consequences, classification of awards as either equity~~amendment, adoption is to be applied on a retrospective, modified retrospective or ~~liabilities, forfeitures, expected term, and statement of cash flows classification.~~prospective basis. The Company adopted this ~~pronouncement prospectively beginning~~standard effective January 1, ~~2017. Accordingly, the prior period has not been adjusted~~2021 and the ~~primary effects~~adoption did not have a material effect on the Company’s consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, “Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” The new guidance clarifies the interactions between accounting standards that apply to equity investments without readily determinable fair values. Specifically, it addresses the accounting for the transition into and out of the equity method. The Company adopted this standard effective January 1, 2021 on a prospective basis and the adoption ~~for~~did not have a material effect on the ~~current period are as follows:~~Company’s consolidated financial statements.

Cash, Cash Equivalents and Restricted Cash

The Company ~~recorded $56~~considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and ~~$5,381 of tax benefits within income tax expense~~cash equivalents include currency on hand, deposits with financial institutions and highly liquid investments. Restricted cash and cash equivalents primarily represent cash and money market funds on deposit with financial institutions and investments represents commercial paper that serves as collateral for the ~~three~~Company’s outstanding letters of credit and ~~nine months ended September 30, 2017, respectively,~~captive insurance subsidiary claim payments. See Note (7), “Fair Value Measurement” for additional information.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying condensed consolidated balance sheets and related notes to the ~~excess tax benefit on share-based compensation. Prior to adoption, this amount would have been recorded as additional paid-in capital;~~amounts presented in the accompanying condensed consolidated statements of cash flows.


	March 31, 2021		December 31, 2020
Cash and cash equivalents	$	78,325	$	29,213
Restricted cash and cash equivalents (included in other current assets)	20,317		18,626
Restricted cash, cash equivalents and investments	62,319		61,347
Total cash, cash equivalents and restricted cash and investments	160,961		109,186
Less restricted investments	(10,303)		(25,196)
Total cash, cash equivalents and restricted cash	$	150,658	$	83,990

Accounts Receivable

The Company ~~continued~~records accounts receivable at the invoiced amount. Accounts receivable are non-interest bearing. The Company maintains an allowance for expected credit losses based on the Company’s historical write-off experience, an assessment of its customers’ financial conditions and available information that is relevant to ~~estimate~~assessing the ~~number~~collectability of ~~awards expected to be forfeited in accordance with its existing accounting policy,~~cash flows, which ~~is to estimate forfeitures when recording share-based compensation expense;~~includes current conditions and forecasts about future economic conditions.

The ~~Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares~~following table provides a reconciliation of activity in the ~~computation of its diluted earnings per share~~allowance for ~~the three and nine months ended September 30, 2017. The effect of this change on its diluted earnings per share was not significant; and~~credit losses for accounts receivable:

~~For the nine months ended September 30, 2017, cash flows related to excess tax benefits were classified as an operating activity.~~


	2021		2020
Balance as of January 1,	$	7,043	$	3,332
Adoption of the credit loss standard, cumulative-effect adjustment to retained earnings	0		1,334
Provision for expected credit losses	244		3,839
Amounts written off charged against the allowance	(237)		(481)

Balance as of March 31,	$	7,050	$	8,024

~~There were no other material impacts to the Company's consolidated financial statements as a result of adopting this updated standard.~~

2. ~~BUSINESS COMBINATIONS~~ACQUISITIONS

As set forth below, the Company completed ~~three acquisitions during 2016. The Company~~1 acquisition from January 1, 2020 through March 31, 2021, which was accounted for ~~each acquisition~~ using the acquisition method of accounting. Accordingly, itthe Company recorded the tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the ~~applicable~~ date of acquisition. ~~For each~~Since the date of acquisition, the Company ~~did not incur any material~~has revised the allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on analysis of information that has been made available through March 31, 2021. The Company recognizes acquisition-related ~~costs.~~costs in selling, general and administrative expenses in the consolidated statements of comprehensive income.

~~Peak Provider Solutions~~Stratus Video Acquisition

On ~~June 3, 2016,~~February 14, 2020, the Company completed its acquisition of ~~Peak Provider Solutions (“Peak”), which~~Stratus Video, a remote video interpreting company that provides healthcare interpretation via remote ~~medical coding~~video, over the phone, and consulting solutions to hospitals and physician medical groups nationwide. The addition of Peak has expanded the Company’s workforce solutions and enables the Company to offer services in coding diagnosis and procedure codes, which is critical to clinical quality reporting and the financial health of healthcare organizations.onsite in-person, all supported by proprietary technology platforms. The initial purchase price of ~~$52,125 included (1) $51,645~~$485,568 consisted entirely of cash consideration paid upon acquisition. The acquisition was funded primarily through ~~cash-on-hand, net of cash received, and~~(1) borrowings under the Company’s $400,000 secured revolving credit facility (the “Senior Credit Facility”), provided for under a credit agreement (the “New Credit Agreement”), and (2) ~~a contingent earn-out payment~~the Second Amendment (as defined in Note (6) below) to the New Credit Agreement, which provided $250,000 of upadditional available borrowings to ~~$3,000 with an estimated fair value of $480 as of~~ the ~~acquisition date.~~Company. The ~~contingent earn-out payment was based on the operating results of Peak for the year ending December 31, 2016, which resulted~~Senior Credit Facility, New Credit Agreement and Second Amendment are more fully described in ~~no earn-out payment. As the acquisition was not considered significant, pro forma information has not been provided.~~Note (6), “Notes Payable and Credit Agreement.” The results of ~~Peak~~Stratus Video have been included in the Company’s ~~other~~technology and workforce solutions segment since the date of acquisition. During the ~~third~~second quarter of ~~2016,~~2020, an additional ~~$275~~$99 of cash consideration was paid to the selling shareholders for the final working capital settlement. The Company incurred $7,812 of acquisition-related costs during the three months ended March 31, 2020 as a result of its acquisition of Stratus Video.

The allocation of the ~~$52,400~~$485,667 purchase price, which included the additional cash consideration paid for the final working capital settlement and was finalized during the first quarter of 2021, consisted of (1) ~~$5,658~~ $44,092of fair value of tangible assets acquired, which included $9,176 cash received, (2) ~~$9,346~~$56,059 of liabilities assumed, (3) ~~$19,220~~$228,000 of identified intangible assets, and (4) ~~$36,868~~$269,634 of goodwill, ~~none~~ of which is deductible for tax purposes. The fair value of intangible assets primarily includes $7,600 of trademarks and $11,500 of customer relationships with a weighted average useful life of approximately thirteen years.

~~HealthSource Global Staffing Acquisition~~

On January 11, 2016, the Company completed its acquisition of HealthSource Global Staffing (“HSG”), which provides labor disruption and rapid response staffing. The acquisition helps the Company expand its service lines and provide clients with rapid response staffing services. The initial purchase price of $8,511 included (1) $2,799 cash consideration paid upon acquisition, funded through cash-on-hand, net of cash received, and settlement of the pre-existing relationship between AMN and HSG, (2) $2,122 cash holdback for potential indemnification claims, and (3) a tiered contingent earn-out payment of up to $4,000 with an estimated fair value of $3,590 as of the acquisition date. The contingent earn-out payment is comprised of (A) up to $2,000 based on the operating results of HSG for the year ending December 31, 2016, of which, $1,930 was paid in March 2017, and (B) up to $2,000 based on the operating results of HSG for the year ending December 31, 2017. As the acquisition was not considered significant, pro forma information has not been provided. The results of HSG have been included in the Company’s nurse and allied solutions segment since the date of acquisition. During the third quarter of 2016, the final working capital settlement resulted in $292 due from the selling shareholders to the Company, which was settled through a reduction to a cash holdback.

The allocation of the $8,219 purchase price, which was reduced by the final working capital settlement, consisted of (1) $1,025 of fair value of tangible assets acquired, (2) $3,698 of liabilities assumed, (3) $3,944 of identified intangible assets, and (4) $6,948 of goodwill, none of which is deductible for tax purposes. The intangible assets include the fair value of trademarks, customer relationships, staffing databases, and covenants not to compete with a weighted average useful life of approximately eight years.

~~B.E. Smith Acquisition~~

On January 4, 2016, the Company completed its acquisition of B.E. Smith (“BES”), a full-service healthcare interim leadership placement and executive search firm, for $162,232 in cash, net of cash received, and settlement of the pre-existing relationship between AMN and BES. BES places interim leaders and executives across all healthcare settings, including acute care hospitals, academic medical and children’s hospitals, physician practices, and post-acute care providers. The acquisition provides the Company additional access to healthcare executives and enhances its integrated services to hospitals, health systems, and other healthcare facilities across the nation. To help finance the acquisition, the Company entered into the First Amendment to the Credit Agreement (the “First Amendment”), which provided $125,000 of additional available borrowings to the Company. The First Amendment was more fully described in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement” of our 2016 Annual Report. The results of BES have been included in the Company’s other workforce solutions segment since the date of acquisition. During the second quarter of 2016, $524 was returned to the Company for the final working capital settlement.

The allocation of the $161,708 purchase price, which was reduced by the final working capital settlement, consisted of (1) $11,953 of fair value of tangible assets acquired, (2) $7,272 of liabilities assumed, (3) $65,900 of identified intangible assets, and (4) $91,127 of goodwill, most of which$10,182 is deductible for tax purposes. The intangible assets acquired have a weighted average useful life of approximately ~~fifteen~~seventeen years. The following table summarizes the fair value and useful life of each intangible asset ~~acquired:~~acquired as of the acquisition date:


		Fair Value		Useful Life
				(in years)
Identifiable intangible assets
	Customer Relationships	$	171,000	20
	Tradenames and Trademarks	40,000		5 - 10
	Developed Technology	16,000		5
	Interpreter Database	1,000		4
		$	228,000

During the third quarter of 2020, the Company revised the estimated useful lives for the tradenames and trademarks intangible assets as a result of its plan to rebrand the language services business. Based on this change in circumstances since the date of acquisition, the Company determined that the remaining useful lives of the assets are 5 years and will amortize the remaining value on a straight-line basis over the remaining useful life. The Company will continue to evaluate the remaining useful lives of other intangible assets impacted by its brand consolidation efforts.

Approximately $14,433 of revenue and $1,606 of income before income taxes of Stratus Video were included in the unaudited condensed consolidated statement of comprehensive income for the three months ended March 31, 2020.

Fair Value Useful Life
(in years)
Identifiable intangible assets
Tradenames and Trademarks $ 26,300
20
Customer Relationships 25,700
12
Staffing Database 13,000
10
Non-Compete Agreements 900
5
$ 65,900

Pro Forma Financial Information (Unaudited)

The following summary presents unaudited pro forma consolidated results of operations of the Company as if the acquisition of Stratus Video had occurred on January 1, 2019, which gives effect to certain adjustments, including acquisition-related costs of $7,812 that were reclassified from the three months ended March 31, 2020 to the three months ended March 31, 2019. The unaudited pro forma financial information is not necessarily indicative of the operating results that would have occurred had the acquisitions been consummated as of the date indicated, nor is it necessarily indicative of the Company’s future operating results.


	Three Months Ended March 31,
		2020
Revenue		$	616,333
Income from operations		$	44,853
Net income		$	18,674

3. REVENUE RECOGNITION

Revenue primarily consists of fees earned from the temporary staffing and permanent placement of healthcare professionals, executives, and ~~executives~~leaders (clinical and operational). The Company also generates revenue from its software as ~~well as from the Company’s SaaS-based technology,~~a service (“SaaS”)-based technologies, including ~~its~~ vendor management systems and scheduling software, and outsourced workforce services, including language interpretation and recruitment process outsourcing. The Company recognizes revenue when control of its ~~scheduling software.~~services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenue from temporary staffing services is recognized as the services are rendered by ~~the~~clinical and non-clinical healthcare ~~professional or executive.~~professionals. Under the Company’s managed services program (“MSP”) arrangements, the Company manages all or a part of a customer’s supplemental workforce needs utilizing its own ~~pool~~network of healthcare professionals along with those of third-party subcontractors. Revenue and the related direct costs under MSP arrangements are recorded in accordance with the accounting guidance on reporting revenue gross as a principal versus net as an agent. When the Company uses subcontractors and acts as an agent, revenue is recorded net of the related subcontractor’s expense. ~~Payables to subcontractors of $38,167 and~~ ~~$51,973~~ ~~were included in accounts payable and accrued expenses in the unaudited condensed consolidated balance sheet as of~~ ~~September 30, 2017~~ ~~and the consolidated balance sheet as of~~ ~~December 31, 2016, respectively.~~ Revenue from ~~recruitment~~permanent placement and ~~permanent placement~~outsourced workforce services is recognized as the services are ~~provided and upon successful placements. The~~rendered. Depending on the arrangement, the Company’s SaaS-based revenue is recognized either as the services are rendered or ratably over the applicable arrangement’s service period. ~~Fees~~

The Company’s customers are primarily billed as services are rendered. Any fees billed in advance of being earned are recorded as deferred revenue. While payment terms vary by the type of customer and the services rendered, the term between invoicing and when payment is due is not significant. During the three months ended March 31, 2021 and 2020, previously deferred revenue recognized as revenue was $6,857 and $7,628, respectively.

The Company has elected to apply the following practical expedients and optional exemptions related to contract costs and revenue recognition:

•Recognize incremental costs of obtaining a contract with amortization periods of one year or less as expense when incurred. These costs are recorded within selling, general and administrative expenses.

•Recognize revenue in the amount of consideration to which the Company has a right to invoice the customer if that amount corresponds directly with the value to the customer of the Company’s services completed to date.

•Exemptions from disclosing the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts for which revenue is recognized in the amount of consideration to which the Company has a right to invoice for services performed and (iii) contracts for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation.

See Note (5), “Segment Information” for additional information regarding the Company’s revenue disaggregated by service type.

4. NET INCOME PER COMMON SHARE

Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period. The following table sets forth the computation of basic and diluted net income per common ~~share for the three months and nine months ended September 30, 2017 and~~ ~~2016, respectively:~~share:


	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
	2017		2016		2017		2016				2021		2020
Net income	$	28,128	$	27,296	$	91,391	$	79,487	Net income		$	70,378	$	12,965

Net income per common share - basic	$	0.59	$	0.57	$	1.91	$	1.66	Net income per common share - basic		$	1.48	$	0.27
Net income per common share - diluted	$	0.57	$	0.55	$	1.85	$	1.61	Net income per common share - diluted		$	1.47	$	0.27

Weighted average common shares outstanding - basic	47,912		48,049		47,870		47,993		Weighted average common shares outstanding - basic		47,600		47,359
Plus dilutive effect of potential common shares	1,533		1,361		1,610		1,294		Plus dilutive effect of potential common shares		316		282
Weighted average common shares outstanding - diluted	49,445		49,410		49,480		49,287		Weighted average common shares outstanding - diluted		47,916		47,641

Share-based awards to purchase 1022 and 1427 shares of common stock were not included in the above calculation of diluted net income per common share for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021 and 2020, respectively, because the effect of these instruments was anti-dilutive. Share-based awards to purchase 11 and 18 shares of common stock were not included in the above calculation of diluted net income per common share for the three and nine months ended September 30, 2016 because the effect of these instruments was anti-dilutive.

5. SEGMENT INFORMATION

The Company’s operating segments are identified in the same manner as they are reported internally and used by the Company’s chief operating decision maker for the purpose of evaluating performance and allocating resources. The Company has ~~three~~3 reportable segments: (1) nurse and allied solutions, (2) physician and leadership solutions, and (3) technology and workforce solutions. The nurse and allied solutions segment includes the Company’s travel nurse staffing, rapid response nurse staffing and labor disruption, allied staffing, local staffing, and revenue cycle solutions businesses. The physician and leadership solutions segment includes the Company’s locum tenens staffing, healthcare interim leadership staffing, executive search, and physician permanent placement businesses. The technology and workforce solutions segment includes the Company’s language services, vendor management systems, workforce optimization, recruitment process outsourcing, credentialing, and ~~other workforce solutions.~~flex pool management businesses.

The Company’s chief operating decision maker relies on internal management reporting processes that provide revenue and operating income by reportable segment for making financial decisions and allocating resources. Segment operating income represents income before income taxes plus depreciation, amortization of intangible assets, share-based compensation, interest expense, net, and other, and unallocated corporate overhead. The Company’s management does not evaluate, manage or measure performance of segments using asset information; accordingly, asset information by segment is not prepared or disclosed.

The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results and was derived from each segment’s internal financial information as used for corporate management purposes:


	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
	2017		2016		2017		2016				2021		2020
Revenue									Revenue
Nurse and allied solutions	$	302,933	$	286,810	$	917,183	$	877,197	Nurse and allied solutions		$	656,661	$	424,346
Locum tenens solutions	111,415		108,553		322,473		320,420
Other workforce solutions	80,058		77,273		239,722		216,750
Physician and leadership solutions									Physician and leadership solutions		140,756		137,842
Technology and workforce solutions									Technology and workforce solutions		88,528		40,273
	$	494,406	$	472,636	$	1,479,378	$	1,414,367			$	885,945	$	602,461
Segment operating income									Segment operating income
Nurse and allied solutions	$	40,807	$	37,396	$	134,638	$	118,517	Nurse and allied solutions		$	101,530	$	59,608
Locum tenens solutions	14,438		14,026		39,028		43,634
Other workforce solutions	19,890		20,867		61,788		56,311
Physician and leadership solutions									Physician and leadership solutions		21,216		14,569
Technology and workforce solutions									Technology and workforce solutions		42,089		15,295
	75,135		72,289		235,454		218,462				164,835		89,472
Unallocated corporate overhead	13,698		15,113		44,732		45,908		Unallocated corporate overhead		27,421		28,568
Depreciation and amortization	8,132		7,789		23,759		21,888		Depreciation and amortization		23,254		20,089
Depreciation (included in cost of revenue)									Depreciation (included in cost of revenue)		471		145
Share-based compensation	2,477		2,704		7,720		8,795		Share-based compensation		9,287		4,927
Interest expense, net, and other	4,837		3,016		14,895		9,065		Interest expense, net, and other		8,944		11,054
Income before income taxes	$	45,991	$	43,667	$	144,348	$	132,806	Income before income taxes		$	95,458	$	24,689

The following tables present the Company’s revenue disaggregated by service type. Certain prior period amounts have been reclassified to conform with current period presentation. These reclassifications have no impact on total revenue by reportable segment.


	Three Months Ended March 31, 2021
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Temporary staffing	$	656,661	$	125,214	$	0	$	781,875
Permanent placement	0		15,542		0		15,542
Outsourced workforce	0		0		50,607		50,607
SaaS-based technologies	0		0		37,921		37,921
Total revenue	$	656,661	$	140,756	$	88,528	$	885,945


	Three Months Ended March 31, 2020
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Temporary staffing	$	424,346	$	119,596	$	0	$	543,942
Permanent placement	0		18,246		0		18,246
Outsourced workforce	0		0		17,680		17,680
SaaS-based technologies	0		0		22,593		22,593
Total revenue	$	424,346	$	137,842	$	40,273	$	602,461

The following table summarizes the activity related to the carrying value of goodwill by reportable segment:

Nurse and Allied Solutions Locum Tenens Solutions Other Workforce Solutions Total
Balance, January 1, 2017 $ 104,306
$ 19,743
$ 217,705
$ 341,754
Goodwill adjustment for HSG acquisition (1,199 ) —
—
(1,199 )
Goodwill adjustment for Peak acquisition —
—
41
41
Balance, September 30, 2017 $ 103,107
$ 19,743
$ 217,746
$ 340,596
Accumulated impairment loss as of December 31, 2016 and September 30, 2017 $ 154,444
$ 53,940
$ 6,555
$ 214,939


	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Balance, January 1, 2021	$	339,015	$	152,800	$	372,670	$	864,485
Goodwill adjustment for Stratus Video acquisition	0		0		663		663



Balance, March 31, 2021	$	339,015	$	152,800	$	373,333	$	865,148
Accumulated impairment loss as of December 31, 2020 and March 31, 2021	$	154,444	$	60,495	$	0	$	214,939

6. NOTES PAYABLE AND CREDIT AGREEMENT

On February 9, 2018, the Company entered into the New Credit Agreement with several lenders to provide for the $400,000 Senior Credit Facility to replace its then-existing credit facilities. On June 14, 2019, the Company entered into the first amendment to the New Credit Agreement (the “First Amendment”) to provide for, among other things, a $150,000 secured term loan credit facility (the “Term Loan”). The Company fully repaid all amounts under the Term Loan in 2019. On February 14, 2020, the Company entered into the second amendment to the New Credit Agreement (the “Second Amendment”) to provide for, among other things, a $250,000 secured term loan credit facility (the “Additional Term Loan”). The Second Amendment (together with the New Credit Agreement and the First Amendment, collectively, the “Amended Credit Agreement”) extended the maturity date of the Senior Credit Facility to be coterminous with the Additional Term Loan. The Company used the proceeds from the Additional Term Loan, together with a drawdown of a portion of the Senior Credit Facility, to complete its acquisition of Stratus Video as more fully described in Note (2), “Acquisitions.” The Company repaid its outstanding indebtedness under the Additional Term Loan in the first quarter of 2021. The maturity date of the Senior Credit Facility is February 14, 2025. See Note (11), “Subsequent Events” for additional information.

7. FAIR VALUE MEASUREMENT

The Company’s valuation techniques and inputs used to measure fair value and the definition of the three levels (Level 1, Level 2, and Level 3) of the fair value hierarchy are disclosed in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 4—3—Fair Value Measurement” of the ~~2016~~2020 Annual Report. The Company has not changed the valuation techniques or inputs it uses for its fair value measurement during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2021.

Assets and Liabilities Measured on a Recurring Basis

The Company’s restricted cash equivalents that serve as collateral for the Company’s outstanding letters of credit

typically consist of money market funds that are measured at fair value based on quoted prices, which are Level 1 inputs.

The Company has a deferred compensation plan for certain executives and key employees, which is composed of deferred compensation and all related income and losses attributable thereto. The Company’s obligation under its deferred compensation plan is measured at fair value based on quoted market prices of the participants’ elected investments, which are Level 1 inputs.

The Company’s restricted cash equivalents and investments that serve as collateral for the Company’s captive insurance company primarily consist of commercial paper that is measured at observable market prices for identical securities that are traded in less active markets, which are Level 2 inputs. Of the ~~$28,538~~$52,433 commercial paper issued and outstanding as of ~~September 30, 2017, $5,076~~March 31, 2021, $10,303 had original maturities greater than three months, which were considered available-for-sale securities. As of December 31, ~~2016,~~2020, the Company had ~~$25,610~~$58,345 commercial paper issued and outstanding, of which ~~$11,152~~$25,196 had original maturities greater than three months and were considered available-for-sale securities.

The Company’s interest rate swap was measured at fair value using a discounted cash flow analysis that includes the contractual terms, including the period to maturity, and Level 2 observable market-based inputs, including interest rate curves. The fair value of the swap was determined by netting the discounted future fixed cash receipts payments and the discounted expected variable cash receipts. The variable cash receipts were based on an expectation of future interest rates (forward curves) derived from observable market interest rate yield curves. The valuation also considered credit risk adjustments that were necessary to reflect the probability of default by the counterparty or the Company, which were considered Level 3 inputs. On May 3, 2017, the Company terminated the remaining interest rate swap.

~~The Company’s~~ contingent consideration liabilities are measured at fair value using a probability-weighted discounted cash flow analysis or a simulation-based methodology for the acquired companies, which are Level 3 inputs. The Company recognizes changes to the fair value of its contingent consideration liabilities in selling, general and administrative expenses in the condensed consolidated statements of comprehensive income.

The following tables present information about the above-referenced assets and liabilities and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value:


	Fair Value Measurements as of September 30, 2017											Fair Value Measurements as of March 31, 2021
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)				Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money market funds	$	4,026		$	4,026	$	—	$	—		Money market funds	$	2,198	$	2,198	$	0	$	0
Deferred compensation											Deferred compensation	(105,498)		(105,498)		0		0
Commercial paper	28,538			—		28,538		—			Commercial paper	52,433		0		52,433		0
Acquisition contingent consideration earn-out liabilities	(1,952		)	—		—		(1,952		)


	Fair Value Measurements as of December 31, 2016											Fair Value Measurements as of December 31, 2020
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)				Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money market funds	$	4,627		$	4,627	$	—	$	—		Money market funds	$	2,198	$	2,198	$	0	$	0
Deferred compensation											Deferred compensation	(97,184)		(97,184)		0		0
Commercial paper	25,610			—		25,610		—			Commercial paper	58,345		0		58,345		0
Interest rate swap asset	24			—		24		—
Acquisition contingent consideration earn-out liabilities	(6,816		)	—		—		(6,816		)
Acquisition contingent consideration liabilities											Acquisition contingent consideration liabilities	(8,000)		0		0		(8,000)

Level 3 Information

The following table sets forth a reconciliation of changes in the fair value of contingent consideration liabilities classified as Level 3 in the fair value hierarchy:

Three Months Ended September 30,
2017 2016
Balance as of July 1, $ (1,932 )
$ (7,054 )
Change in fair value of contingent consideration earn-out liability from Peak acquisition —
480
Change in fair value of contingent consideration earn-out liability from TFS acquisition —
(94 )
Change in fair value of contingent consideration earn-out liability from HSG acquisition (20 ) (84 )
Balance as of September 30, $ (1,952 ) $ (6,752 )


	2021		2020
Balance as of January 1,	$	(8,000)	$	(23,100)
Settlement of Advanced contingent consideration liability for year ended December 31, 2019	0		20,000
Settlement of b4health contingent consideration liability for year ended December 31, 2020	8,000		0





Change in fair value of contingent consideration liability from b4health acquisition	0		(200)
Balance as of March 31,	$	0	$	(3,300)

Nine Months Ended September 30,
2017 2016
Balance as of January 1, $ (6,816 ) $ (3,770 )
Settlement of TFS earn-out for year ended December 31, 2015 —
1,000
Contingent consideration earn-out liability from HSG acquisition on January 11, 2016 —
(3,590 )
Contingent consideration earn-out liability from Peak acquisition on June 3, 2016 —
(480 )
Change in fair value of contingent consideration earn-out liability from Avantas acquisition —
660
Change in fair value of contingent consideration earn-out liability from TFS acquisition —
(859 )
Change in fair value of contingent consideration earn-out liability from HSG acquisition (66 ) (193 )
Change in fair value of contingent consideration earn-out liability from Peak acquisition —
480
Settlement of TFS earn-out for year ended December 31, 2016 3,000
—
Settlement of HSG earn-out for year ended December 31, 2016 1,930
—
Balance as of September 30, $ (1,952 ) $ (6,752 )

Assets Measured on a Non-Recurring Basis

The Company applies fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to its goodwill, indefinite-lived intangible assets, long-lived assets, and equity investments.

The Company evaluates goodwill and indefinite-lived intangible assets annually for impairment and whenever events or changes in circumstances ~~occur indicating~~indicate that ~~goodwill might be impaired.~~it is more likely than not that an impairment exists. The Company determines the fair value of its reporting units based on a combination of inputs, including the market capitalization of the Company, as well as Level 3 inputs such as discounted cash flows, which are not observable from the market, directly or indirectly. The Company determines the fair value of its indefinite-lived intangible assets using the income approach (relief-from-royalty method) based on Level 3 inputs.

The Company’s equity investment represents an investment in a non-controlled corporation without a readily determinable market value. The Company has elected to measure the investment at cost minus impairment, if any, plus or minus changes resulting from observable price changes. The fair value is determined by using quoted prices for identical or similar investments of the same issuer, which are Level 2 inputs. The Company recognizes changes to the fair value of its equity investment in interest expense, net, and other in the condensed consolidated statements of comprehensive income.

The following table sets forth a reconciliation of changes in the balance of the equity investment classified as Level 2 in the fair value hierarchy:


	2021		2020
Balance as of January 1,	$	15,449	$	15,449
Additional investments	500		0
Change in fair value	1,271		0
Balance as of March 31,	$	17,220	$	15,449

There were no triggering events identified, ~~and~~ no indication of impairment of the Company’s goodwill, indefinite-lived intangible assets, long-lived assets, or equity investments, and 0 impairment charges recorded during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016.~~

2020.

Fair Value of Financial Instruments

The ~~carrying amount~~Company is required to disclose the fair value of financial instruments for which it is practicable to estimate the value, even though these instruments are not recognized at fair value in the consolidated balance sheets. The fair value of the Company’s 4.625% senior notes ~~approximate their fair values. The~~due 2027 (the “2027 Notes”) and 4.000% senior notes ~~were issued~~due 2029 (the “2029 Notes”) was estimated using quoted market prices in ~~October 2016~~active markets for identical liabilities, which are Level 1 inputs. The carrying amounts and ~~have a fixed rate~~estimated fair value of ~~5.125%. There have been no changes~~the 2027 Notes and the 2029 Notes are presented in ~~available rates for similar debt since~~ the ~~date of issuance.~~following table. See additional information regarding the 2027 Notes and the 2029 Notes in ~~“Item 8. Financial~~Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement” of ~~our 2016~~the 2020 Annual Report.


	As of March 31, 2021				As of December 31, 2020
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
2027 Notes	$	500,000	$	513,750	$	500,000	$	521,250
2029 Notes	350,000		350,000		350,000		357,000

The fair value of the Company’s long-term self-insurance accruals cannot be estimated as the Company cannot reasonably determine the timing of future payments.

7.8. INCOME TAXES

The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. With few exceptions, as of ~~September 30, 2017,~~March 31, 2021, the Company is no longer subject to state, local or foreign examinations by tax authorities for tax years before ~~2006,~~2011, and the Company is no longer subject to U.S. federal income or payroll tax examinations for tax years before 2011. The Company’s tax years 2007, 2008, 2009 and 2010 had been under audit by the Internal Revenue Service (“IRS”) for several years and in 2014, the IRS issued the Company its Revenue Agent Report (“RAR”) and an Employment Tax Examination Report (“ETER”). The RAR proposed adjustments to the Company’s taxable income for 2007-2010 and net operating loss carryforwards for 2005 and 2006, resulting from the proposed disallowance of certain per diems paid to the Company’s healthcare professionals, and the ETER proposed assessments for additional payroll tax liabilities and penalties for tax years 2009 and 2010 related to the Company’s treatment of certain non-taxable per diem allowances and travel benefits. The positions in the RAR and ETER were mutually exclusive, and contained multiple tax positions, some of which were contrary to each other. The Company filed a Protest Letter for both the RAR and ETER positions in 2014 and the Company received a final determination from the IRS in July 2015 on both the RAR adjustments and ETER assessments, effectively settling these audits with the IRS for $7,200 (including interest) during the third quarter of 2015. As a result of the settlement, the Company recorded federal income tax benefits of approximately $12,200 during the quarter ended September 30, 2015, state income tax benefits (net of federal tax impact) of $568 for the year ended December 31, 2016, and expects to record state income tax benefits (net of federal tax impact) of approximately $1,200 by fiscal year 2019, when the various state statutes are projected to lapse.2017.

The IRS conducted and completed a separate audit of the Company’s 2011 and 2012 tax years that focused on income and employment tax issues similar to those raised in the 2007 through 2010 examination. The IRS completed its audit during the quarter ended March 31, 2015, and issued its RAR and ETER to the Company with proposed adjustments to the Company’s taxable income for 2011 and 2012 and net operating loss carryforwards from 2010 and assessments for additional payroll tax liabilities and penalties for 2011 and 2012 related to the Company’s treatment of certain non-taxable per diem allowances and travel benefits. The positions in the RAR and ETER for the 2011 and 2012 years are mutually exclusive and contain multiple tax positions, some of which are contrary to each other. The Company filed a Protest Letter for both the RAR and ETER in April 2015 and the matter is currently at IRS Appeals. The Company has been meeting and working with the IRS Appeals office and anticipates a resolution within the next twelve months. The IRS began an audit of the Company’s 2013 tax year during the quarter ended June 30, 2015. The Company believes its reserve for unrecognized tax benefits and contingent tax issues is adequate with respect to all open years. Notwithstanding the foregoing, the Company could adjust its provision for income taxes and contingent tax liability based on future developments.

CARES Act

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and signed into law in response to the COVID-19 pandemic. Among other things, the CARES Act contains significant business tax provisions, including a deferral of payment of employer payroll taxes and an employer retention credit for employer payroll taxes.

8.The Company deferred payment of the employer’s share of payroll taxes of $48,249, which is included in accrued compensation and benefits and other long-term liabilities in the consolidated balance sheet as of March 31, 2021, with half of such taxes to be paid by the end of 2021 and the other half to be paid by the end of 2022. The Company has claimed an employee retention employment tax credit of $1,201.

9. COMMITMENTS AND CONTINGENCIES: LEGAL PROCEEDINGS

From time to time, the Company is involved in various lawsuits, claims, investigations, and proceedings that arise in the ordinary course of business. These matters typically relate to professional liability, tax, ~~payroll,~~compensation, contract, competitor disputes and employee-related matters and include individual and ~~collective~~class action lawsuits, as well as inquiries and investigations by governmental agencies regarding the Company’s employment and compensation practices. Additionally, some of the Company’s clients may also become subject to claims, governmental inquiries and investigations, and legal actions relating to services provided by the Company’s healthcare professionals. Depending upon the particular facts and circumstances, the Company may also be subject to indemnification obligations under its contracts with such clients relating to these matters. The Company accrues for contingencies and records a liability when management believes an adverse outcome from a loss

contingency is both probable and the amount, or a range, can be reasonably estimated. Significant judgment is required to determine both probability of loss and the estimated amount. The Company reviews its loss contingencies at least quarterly and adjusts its accruals and/or disclosures to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, or other new information, as deemed necessary. The most significant

matters for which the Company has established loss contingencies are class actions related to wage and hour claims under California and Federal law. Specifically, among other claims in these lawsuits, it is alleged that certain expense reimbursements should be considered wages and included in the regular rate of pay for purposes of calculating overtime rates.

On May 26, 2016, former travel nurse Verna Maxwell Clarke filed a complaint against AMN Services, LLC, in California Superior Court in Los Angeles County. The Company removed the case to the United States District Court for the Central District of California (Case No. 2:16-cv-04132-DSF-KS) (the “Clarke Matter”). The complaint asserts that, due to the Company’s per diem adjustment practices, traveling nurses’ per diem benefits should be included in their regular rate of pay for the purposes of calculating their overtime compensation. On June 26, 2018, the district court denied the plaintiffs’ Motion for Summary Judgment in its entirety, and granted the Company’s Motion for Summary Judgment with respect to the Plaintiffs’ per diem and overtime claims. ~~Management currently~~The plaintiffs filed an appeal of the judgment relating to the per diem claims with the Ninth Circuit Court of Appeals (the “Ninth Circuit”). On February 8, 2021, a three-judge panel of the Ninth Circuit issued an opinion that reversed the district court’s granting of the Company’s Motion for Summary Judgment and remanded the matter to the district court instructing the district to enter partial summary judgment in favor of the Plaintiffs. On May 7, 2021, the Ninth Circuit issued an order denying the Company’s petition for rehearing. The Company will continue to defend the lawsuit vigorously and intends to appeal the Ninth Circuit’s decision to the United States Supreme Court.

On May 2, 2019, former travel nurse Sara Woehrle filed a complaint against AMN Services, LLC, and Providence Health System – Southern California in California Superior Court in Los Angeles County. The Company removed the case to the United States District Court for the Central District of California (Case No. 2:19-cv-05282 DSF-KS). The complaint asserts that, due to the Company’s per diem adjustment practices, traveling nurses’ per diem benefits should be included in their regular rate of pay for the purposes of calculating their overtime compensation. The Complaint also alleges that the putative class members were denied required meal periods, denied proper overtime compensation, were not compensated for all time worked, including reporting time and training time, and received non-compliant wage statements. The case was stayed pending a decision by the Ninth Circuit in the Clarke Matter.

The Company believes ~~the probable loss related to these~~that its wage and hour ~~claims~~practices, including those associated with the cases described above, conform with the applicable law in all material respects. However, because of the recent ruling by the Ninth Circuit in the Clarke Matter and the inherent uncertainty of litigation, the Company is not ~~material and the amount accrued by~~able to reasonably predict if any matter will be resolved in a manner that is materially adverse to the Company ~~for such claims~~it recorded an increase to its accruals established in connection with the matters described above amounting to $20,000 during the fourth quarter of 2020. While the Company continues to believe that it has meritorious defenses against the suits described above, the ultimate resolution of these matters could result in a loss of up to $15,000, excluding interest and penalties, in excess of the amounts currently accrued. For all other matters, the Company is ~~not material~~unable to currently estimate the possible loss or range of loss beyond the amounts already accrued. Loss contingencies accrued as of ~~September 30, 2017. However, losses ultimately incurred for such claims could materially differ from amounts already accrued by the Company.~~

~~With regards to outstanding loss contingencies as of September 30, 2017, which~~March 31, 2021 are included in accounts payable and accrued expenses and other long-term liabilities in the consolidated balance sheet, the Company believes that such matters will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows.sheets.

9.10. BALANCE SHEET DETAILS

The consolidated balance sheets detail is as ~~follows as~~follows:


	March 31, 2021		December 31, 2020
Other current assets:
Restricted cash and cash equivalents	$	20,317	$	18,626
Income taxes receivable	0		6,591
Other	11,366		15,592
Other current assets	$	31,683	$	40,809

Fixed assets:
Furniture and equipment	$	50,206	$	47,355
Software	230,029		220,971
Leasehold improvements	9,602		9,600
	289,837		277,926
Accumulated depreciation	(170,250)		(161,752)
Fixed assets, net	$	119,587	$	116,174

Other assets:
Life insurance cash surrender value	$	102,068	$	98,161
Other	39,187		36,959
Other assets	$	141,255	$	135,120

Accounts payable and accrued expenses:
Trade accounts payable	$	49,578	$	28,089
Subcontractor payable	146,116		79,364
Accrued expenses	52,525		37,849
Loss contingencies	9,675		7,613
Professional liability reserve	8,143		8,897
Other	5,866		6,069
Accounts payable and accrued expenses	$	271,903	$	167,881

Accrued compensation and benefits:
Accrued payroll	$	112,977	$	59,721
Accrued bonuses and commissions	41,577		34,514
Accrued travel expense	2,305		1,998
Health insurance reserve	5,807		5,590
Workers compensation reserve	10,855		10,244
Deferred compensation	105,498		97,184
Other	3,962		4,163
Accrued compensation and benefits	$	282,981	$	213,414







Other long-term liabilities:
Workers compensation reserve	$	21,789	$	20,930
Professional liability reserve	33,833		31,997
Unrecognized tax benefits	5,479		5,447

Other	49,398		49,533
Other long-term liabilities	$	110,499	$	107,907

11. SUBSEQUENT EVENTS

On April 7, 2021, the Company completed its acquisition of ~~September~~Synzi Holdings, Inc. (“Synzi”) and its wholly-owned subsidiary, SnapMD, LLC (“SnapMD”), for $42,500 in cash. Synzi is a virtual care communication platform that enables organizations to conduct virtual visits and use secure messaging, text, and email for clinician-to-patient and clinician-to-clinician communications. SnapMD is a full-service virtual care management company, specializing in providing software to enable healthcare providers to better engage with their patients. On March 30, ~~2017~~2021, the Company borrowed $45,000 under the Senior Credit Facility to fund the acquisition. The Senior Credit Facility is defined in Note (2), “Acquisitions” and ~~December 31, 2016:~~more fully described in Note (6), “Notes Payable and Credit Agreement.”

September 30, 2017 December 31, 2016
Other current assets:
Restricted cash and cash equivalents $ 16,215
$ 20,271
Other 10,005
14,336
Other current assets $ 26,220
$ 34,607

Fixed assets:
Furniture and equipment $ 28,202
$ 25,582
Software 126,492
112,405
Leasehold improvements 8,025
6,832
162,719
144,819
Accumulated depreciation (94,531 ) (84,865 )
Fixed assets, net $ 68,188
$ 59,954

Other assets:
Life insurance cash surrender value $ 45,835
$ 32,190
Other 28,127
25,344
Other assets $ 73,962
$ 57,534

Accounts payable and accrued expenses:
Trade accounts payable $ 24,166
$ 33,392
Subcontractor payable 38,167
51,973
Accrued expenses 45,690
37,251
Professional liability reserve 7,048
10,254
Other 2,863
4,642
Accounts payable and accrued expenses $ 117,934
$ 137,512

Accrued compensation and benefits:
Accrued payroll $ 31,840
$ 30,917
Accrued bonuses 16,755
26,992
Accrued travel expense 3,488
2,972
Accrued health insurance reserve 3,708
3,189
Accrued workers compensation reserve 8,301
8,406
Deferred compensation 45,771
32,690
Other 2,121
2,827
Accrued compensation and benefits $ 111,984
$ 107,993

Other current liabilities:
Acquisition related liabilities $ 2,981
$ 6,921
Other 2,459
9,690
Other current liabilities $ 5,440
$ 16,611

Other long-term liabilities:
Workers’ compensation reserve $ 18,475
$ 18,708
Professional liability reserve 40,033
37,338
Deferred rent 14,602
13,274
Unrecognized tax benefits 7,240
8,464
Other 2,323
4,312
Other long-term liabilities $ 82,673
$ 82,096

Item 2. Management’s Discussion and Analysis of Financial Condition and Results

of Operations

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto and other financial information included elsewhere herein and in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016,~~2020, filed with the Securities and Exchange Commission (“SEC”) on February ~~17, 2017~~26, 2021 (“~~2016~~2020 Annual Report”). Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are “forward-looking statements.” See “Special Note Regarding Forward-Looking Statements.” We undertake no obligation to update the forward-looking statements in this Quarterly Report. References in this Quarterly Report to “AMN Healthcare,” the “Company,” “we,” “us” and “our” refer to AMN Healthcare Services, Inc. and its wholly owned subsidiaries.

Overview of Our Business

We provide healthcare workforce solutions and staffing services to healthcare ~~facilities~~organizations across the nation. As an innovative ~~workforce~~total talent solutions partner, our managed services programs, or “MSP,” vendor management systems, or “VMS,” ~~recruitment process outsourcing, or “RPO,”~~ workforce ~~optimization~~consulting services, ~~medical coding and consulting~~predictive modeling, staff scheduling, credentialing services, revenue cycle solutions, language services, and the placement of physicians, nurses, allied healthcare professionals and healthcare ~~executives~~leaders into temporary and permanent positions enable our clients to successfully reduce staffing complexity, increase efficiency and lead their organizations within the rapidly evolving healthcare environment. Our clients include acute and sub-acute care hospitals, community health centers and clinics, physician practice groups, retail and urgent care centers, home health facilities, and many other healthcare settings. Our clients utilize our workforce solutions and healthcare staffing services to strategically plan for and meet their workforce needs in an economically beneficial manner. Our managed services program and vendor management systems enable healthcare organizations to increase their efficiency by managing all of their supplemental workforce needs through one company or technology.

We conduct business through three reportable segments: (1) nurse and allied solutions, (2) ~~locum tenens~~physician and leadership solutions, and (3) ~~other~~technology and workforce solutions. For the three months ended ~~September 30, 2017,~~March 31, 2021, we recorded revenue of ~~$494.4~~$885.9 million, as compared to $472.6 million for the same period last year. For the three months ended September 30, 2017, we recorded net income of $28.1 million, as compared to $27.3 million for the same period last year. For the nine months ended September 30, 2017, we recorded revenue of $1,479.4 million, as compared to $1,414.4 million for the same period last year. For the nine months ended September 30, 2017, we recorded net income of $91.4 million, as compared to $79.5$602.5 million for the same period last year.

Nurse and allied solutions segment revenue comprised ~~62%~~74% and 70% of total consolidated revenue for ~~both~~ the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016.~~2020, respectively. Through our nurse and allied solutions segment, we provide hospitals and other healthcare facilities with a comprehensive managed services solution in which we manage and staff all of the temporary nursing and allied staffing needs of a client and traditional clinical staffing solutions of variable assignment lengths. We also provide revenue cycle solutions, which includes skilled labor solutions for remote medical coding, clinical documentation improvement, case management, clinical data registry, and provides auditing and advisory services.

~~Locum tenens~~Physician and leadership solutions segment revenue comprised ~~22%~~16% and 23% of total consolidated revenue for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively. Through our ~~locum tenens~~physician and leadership solutions segment, we provide a comprehensive managed services solution in which we manage all of the locum tenens needs of a client and place physicians of all specialties, as well as dentists and ~~other~~ advanced practice providers, with clients on a temporary basis as independent contractors. ~~These locum tenens providers are used by our~~We also recruit physicians and healthcare ~~facility~~leaders for permanent placement and ~~physician practice group clients to fill temporary vacancies created by vacation~~place interim leaders and ~~leave schedules and to bridge the gap while they seek permanent candidates or explore expansion. Our locum tenens clients represent a diverse group of~~executives across all healthcare ~~organizations throughout the United States, including hospitals, health systems, medical groups, occupational medical clinics, psychiatric facilities, government institutions, and insurance entities.~~settings. The interim healthcare professionals we place ~~are recruited nationwide and~~ are typically placed on contracts with assignment lengths ranging from a few days up to one ~~year.~~year, and a growing number of these placements are under our managed services solution.

~~Other~~Technology and workforce solutions segment revenue comprised ~~16%~~10% and ~~15%~~7% of total consolidated revenue for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively. Through our ~~other~~technology and workforce solutions segment, we provide hospitals and other healthcare facilities with a range of workforce solutions, including: (1) ~~identifying and recruiting physicians and healthcare leaders for permanent placement,~~language services, (2) ~~placing interim leaders and executives across all healthcare settings, (3) a~~ software-as-a-service (“SaaS”) VMS technologies through which our clients can manage ~~all of~~ their temporary staffing needs, (3) workforce optimization services that include consulting, data analytics, predictive modeling, and SaaS-based scheduling technology, (4) ~~RPO~~recruitment process outsourcing services that leverage our expertise and support systems to replace or complement a client’s

existing internal recruitment function for permanent placement needs, (5) ~~an education program that provides custom healthcare education, research, professional practice tools, and professional development services, (6) medical coding and related consulting~~credentialing services, and ~~(7) workforce optimization services that include consulting, data analytics, predictive modeling,~~(6) flex pool management services.

As part of our long-term growth strategy to add value for our clients, healthcare professionals, and ~~SaaS-based scheduling technology.~~shareholders, on April 7, 2021 and February 14, 2020, we acquired Synzi, including its wholly-owned subsidiary SnapMD, and Stratus Video (which we have since rebranded as AMN Language Services), respectively. Synzi and SnapMD offer virtual care technology platforms; Synzi focuses on the care management and home health markets and primarily serves as a patient communication and engagement platform, while SnapMD focuses on the outpatient market and primarily serves as a clinical communication and documentation platform. See additional information in the accompanying Note (2), “Acquisitions” and Note (11) “Subsequent Events.”

Recent Trends

Demand for our temporary and permanent placement staffing services is driven in part by U.S. economic and labor ~~trends.~~trends, and in 2020 through present, demand has been significantly impacted by the COVID-19 pandemic. In late 2020 and early 2021, we experienced historically high demand for nurses and certain allied healthcare professionals and our demand for these disciplines continues to be elevated. However, when the imposition of “shelter-in-place” orders and the suspension of elective and “non-essential” healthcare services occurred in March 2020 in response to the COVID-19 health crisis, demand for many of our businesses declined significantly. With these orders and suspensions lifted, general utilization of healthcare continues to improve, although overall still remains below the pre-COVID-19 levels. The ~~U.S. Bureau~~reduction in healthcare utilization negatively impacted demand for some of ~~Labor Statistics’ survey data reflect near~~our services, but the impact is lessening. With the unpredictable economic and employment recovery, healthcare professional “burnout” and the uncertainty surrounding the COVID-19 pandemic, we are unable to predict the extent and duration to which demand for our businesses will continue to be impacted by the COVID-19 pandemic.

In our nurse and allied solutions segment, prior to the COVID-19 pandemic, our ability to recruit enough nurses to meet the then-current demand levels was impacted by the tight labor market and modest bill rate increases. At the peak of the pandemic, record high demand for nurses was most concentrated in specialties including ICU, telemetry, and medical surgical nurses. More recently, demand has declined but remains well above pre-pandemic levels. We have experienced more dispersion of demand across all specialties as our client base begins to shift back to business as usual while being faced with increased labor shortages resulting from nurse burnout, attrition and retirements. With the higher demand and often need to quickly fill positions, bill rates and wages for these nurses have continued to remain well above prior year levels, though are trending down along with the demand decline. Although the number of nurses on travel assignments has been increasing each month since July 2020, our ability to adequately meet the high client demand is constrained by the tight labor market along with nurse burnout and other issues related to the pandemic.

The demand in our allied staffing division has remained strong even as COVID-19 demand has declined. Entering 2021, we saw record demand for respiratory therapists and lab technicians due to COVID-19. The demand for respiratory therapy has declined from its peak as COVID-19 hospitalizations have declined, but still remains at elevated levels. After initially declining at the start of the pandemic, demand for our imaging and lab specialties has steadily recovered and is now well above prior year levels. For speech language therapists contracted to work with schools, the uneven levels of ~~healthcare job openings~~in-person education has slowed in growth, but this slowdown in growth was mitigated by the fact that many therapists have been able to deliver care through the adoption of our teletherapy platform. With the partial return to in-person education and ~~quits, which we view as positive trends~~additional federal stimulus, demand for therapists in schools has increased for placements both now and for the next school year.

Prior to the COVID-19 public health crisis, demand for physical therapists from skilled nursing facility and home health clients resulting from Medicare reimbursement changes. This decline in demand was further exacerbated by the impact of COVID-19 in March. More recently, the utilization of therapy has been increasing with the general recovery in healthcare.

In our physician and leadership solutions segment, we are seeing a return in demand across all businesses. Our locum tenens division started 2021 well, with significant demand and days filled volume from COVID-19 projects. During the first quarter, we have seen recovery in core non-COVID related demand to near pre-pandemic levels, although not in all specialties. We continue to see stronger signs of demand recovery in elective and non-urgent care.

For our interim leadership division, core business and vaccination project demand and related volume drove a strong start in 2021. We are seeing interim core demand exceed pre-pandemic levels with order volume up significantly over prior year with demand for vaccination projects, ranging from super-sites to local clinics. Longer term, we expect continued strong core demand resulting from an increased level of burnout and turnover of healthcare ~~staffing industry.~~leadership roles.

Our physician permanent placement and healthcare executive search businesses are trending upward toward pre-pandemic levels, with higher demand in specific market segments. We are seeing high demand for anesthesia and radiology specialties along with significant demand for manager level leaders and in academic settings.

In our technology and workforce solutions segment, our VMS technologies experienced increased growth as demand levels related to the COVID-19 pandemic continued at elevated levels during the first half of the quarter. The high demand has resulted in the continued high utilization of our VMS technologies and elevated bill rates. While demand did subside towards the back half of the quarter, the most recent trends have seem demand increasing. At the same time, bill rates have declined from peak levels and are expected to continue to decline through the ~~entire~~year.

The utilization of our language services business continued to grow throughout the first quarter as the restriction of elective and “non-essential” healthcare ~~industry continues~~services continued to ~~face uncertainty related~~ease and healthcare utilization returned to more normal activities.

At the ~~potential dismantling, or significant change to certain aspects~~onset of the ~~Affordable Care Act, which could impact the reimbursements upon which our~~COVID-19 pandemic, we experienced a delay in discussions with clients ~~depend. The uncertainty has impacted the utilization of healthcare services~~regarding new contracts or expansions, but these conversations and ~~demand for our services.~~

~~We continue to see the benefits of our workforce solutions strategy, particularly with our managed services programs.~~contracts are now resuming. As a result of our ongoing focus on these types of strategic MSP relationships, ~~we continue to increase~~ the percentage of our ~~nurse and allied~~staffing revenue derived from our ~~managed services program clients.~~MSP clients continues to increase.

In ~~our locum tenens solutions segment,~~response to the COVID-19 pandemic, we implemented new service offerings such as contact tracing services and return to work healthcare workforce solutions. More recently, we have ~~seen a decline in demand~~been providing staffing and management services related to vaccination sites, and expect this support will continue through all or the majority of 2021.

As our businesses continue to recover from the negative impacts of the COVID-19 pandemic experienced last year, we have been increasing our workforce to support our clients’ needs and our new service offerings. We have also been increasing spending in certain ~~specialties such as hospitalists that has negatively impacted~~areas including employer contributions under our ~~volumes~~401(k) retirement savings plan and ~~as a result, revenue in this segment. In addition, we made organizational~~deferred compensation plan, one-time employee incentives, office expenses to support the remote work of our team members, and ~~leadership changes in this business~~travel, professional services and ~~are making operational changes to improve performance. We are beginning to see the positive impact of these changes and improving demand in most specialties.~~marketing expenses.

In our other workforce solutions segment, our interim leadership and vendor management systems businesses are growing. We are experiencing declines in our permanent placement businesses that we believe are primarily related to operational execution and are making organizational changes designed to improve our performance.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with United States generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and judgments that affect our reported amounts of assets and liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to intangible assets purchased in a business combination, asset impairments, accruals for self-insurance, compensation and related benefits, accounts receivable, contingencies and litigation, earn-out liabilities, and income taxes. We base these estimates on the information that is currently available to us and on various other assumptions that we believe are reasonable under the circumstances. Actual results could vary from these estimates under different assumptions or conditions. If these estimates differ significantly from actual results, our consolidated financial statements and future results of operations may be materially impacted. There have been no material changes in our critical accounting policies and estimates, other than the adoption of the Accounting Standards ~~Update~~Updates (“~~ASU”~~ASUs”) ~~2016-09~~ described in ~~Item 1. Condensed Consolidated Financial Statements—~~the accompanying Note 1, “Basis of Presentation,” as compared to the critical accounting policies and estimates described in our ~~2016~~2020 Annual Report.

Results of Operations

The following table sets forth, for the periods indicated, selected unaudited condensed consolidated statements of operations data as a percentage of revenue. Our results of operations include three reportable segments: (1) nurse and allied solutions, (2) ~~locum tenens~~physician and leadership solutions, and (3) ~~other~~technology and workforce solutions. The ~~Peak~~Stratus Video acquisition impacts the comparability of the results between the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016.~~2020. Our historical results are not necessarily indicative of our future results of operations.


	Three Months Ended March 31,
		2021		2020
Unaudited Condensed Consolidated Statements of Operations:
Revenue		100.0	%	100.0	%
Cost of revenue		67.4		66.5
Gross profit		32.6		33.5
Selling, general and administrative		18.2		24.3
Depreciation and amortization		2.6		3.3
Income from operations		11.8		5.9
Interest expense, net, and other		1.0		1.8
Income before income taxes		10.8		4.1
Income tax expense		2.9		1.9
Net income		7.9	%	2.2	%

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Unaudited Condensed Consolidated Statements of Operations:
Revenue 100.0 % 100.0 % 100.0 % 100.0 %
Cost of revenue 67.7
67.3
67.4
67.4
Gross profit 32.3
32.7
32.6
32.6
Selling, general and administrative 20.3
21.2
20.2
21.0
Depreciation and amortization 1.7
1.6
1.6
1.6
Income from operations 10.3
9.9
10.8
10.0
Interest expense, net, and other 1.0
0.6
1.0
0.6
Income before income taxes 9.3
9.3
9.8
9.4
Income tax expense 3.6
3.5
3.6
3.8
Net income 5.7 % 5.8 % 6.2 % 5.6 %

Comparison of Results for the Three Months Ended ~~September 30, 2017~~March 31, 2021 to the Three Months Ended ~~September 30, 2016~~March 31, 2020

Revenue. Revenue increased 5%47% to ~~$494.4~~$885.9 million for the three months ended ~~September 30, 2017~~March 31, 2021 from ~~$472.6~~$602.5 million for the same period in ~~2016, all~~2020, primarily attributable to higher organic revenue in our nurse and allied solutions and technology and workforce solutions segments along with additional revenue of ~~which was organic growth.~~$20.5 million from our Stratus Video acquisition. Excluding the additional revenue from the Stratus Video acquisition, revenue increased 44%.

Nurse and allied solutions segment revenue increased 6%55% to ~~$302.9~~$656.7 million for the three months ended ~~September 30, 2017~~March 31, 2021 from ~~$286.8~~$424.3 million for the same period in ~~2016.~~2020. The ~~$16.1~~$232.4 million increase was primarily attributable to an approximately 42% increase in the average bill rate, a 4%6% increase in the average number of healthcare professionals on assignment, and a 2%4% increase in ~~the average bill rate~~billable hours during the three months ended ~~September 30, 2017~~.March 31, 2021.

~~Locum tenens~~Physician and leadership solutions segment revenue increased 3%2% to ~~$111.4~~$140.8 million for the three months ended ~~September 30, 2017~~March 31, 2021 from ~~$108.6~~$137.8 million for the same period in ~~2016.~~2020. The ~~$2.8~~$3.0 million increase was primarily attributable to a 4%9% increase in the revenue per day filled in our locum tenens business during the three months ended ~~September 30, 2017,~~March 31, 2021, which was driven in part by COVID-19 project work. The revenue increase was partially offset by a 1%decline in our interim leadership and permanent placement businesses due to a decrease in ~~the number of days filled.~~overall demand as engagement and search counts build back up to pre-COVID-19 levels.

~~Other~~Technology and workforce solutions segment revenue increased 4%120% to ~~$80.1~~$88.5 million for the three months ended ~~September 30, 2017~~March 31, 2021 from ~~$77.3~~$40.3 million for the same period in ~~2016.~~2020. The ~~$2.8~~$48.2 million increase was primarily attributable to additional revenue of $20.5 million from our Stratus Video acquisition along with organic growth inwithin our VMS, recruitment process outsourcing, and ~~interim leadership businesses, partially offset by declines in our permanent placement~~language services businesses during the three months ended ~~September 30, 2017.~~March 31, 2021.

For the three months ended March 31, 2021 and 2020, revenue under our MSP arrangements comprised approximately 56% and 46% of our consolidated revenue, 73% and 59% for nurse and allied solutions segment revenue and 14% and 16% for physician and leadership solutions segment revenue, respectively.

Gross Profit. Gross profit increased 3%43% to ~~$159.5~~$288.9 million for the three months ended ~~September 30, 2017~~March 31, 2021 from ~~$154.5~~$202.1 million for the same period in ~~2016,~~2020, representing gross margins of ~~32.3%~~32.6% and ~~32.7%~~33.5%, respectively. The ~~decrease~~decline in consolidated gross margin for the three months ended March 31, 2021, as compared to the same period in 2020, was primarily due to ~~an unfavorable change in sales mix, higher insurance costs in our other workforce solutions segment and~~a lower ~~bill-pay spreads in the locum tenens solutions segment, partially offset by a higher~~ gross margin in relation to the higher revenue in our nurse and allied solutions segment, driven primarily by lower ~~direct costs during~~bill-to-pay spreads, which was partially offset by the ~~three months ended September 30, 2017.~~change in sales mix resulting from our Stratus Video acquisition in February 2020 and its higher margins as compared to our staffing businesses. Gross margin by reportable segment for the three months ended ~~September 30, 2017~~

March 31, 2021 and ~~2016~~2020 was ~~27.3%~~26.9% and ~~26.7%~~28.5% for nurse and allied solutions, ~~30.1%~~37.0% and ~~31.2%~~36.7% for ~~locum tenens~~physician and leadership solutions, and ~~54.1%~~67.7% and ~~56.7%~~75.7% for ~~other~~technology and workforce solutions, respectively. The year-over-year gross margin decline in the technology and workforce solutions segment was primarily due to the change in sales mix resulting from the addition of lower margin Stratus Video as compared to our SaaS-based technologies within the segment.

Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses were ~~$100.6~~$161.2 million, representing ~~20.3%~~18.2% of revenue, for the three months ended ~~September 30, 2017,~~March 31, 2021, as compared to ~~$100.0~~$146.2 million, representing ~~21.2%~~24.3% of revenue, for the same period in ~~2016.~~2020. The increase in SG&A expenses was primarily due to higher ~~bad debt expense~~employee compensation, share-based compensation and other expenses associated with our revenue growth. The overall increase was partially offset by ~~operating leverage on~~a $9.6 million decrease related to acquisition, integration, changes in the ~~higher revenue~~fair value of earn-out liabilities from acquisitions, restructuring, and ~~lower acquisition and integration costs as compared to the same period last year. The decrease in unallocated corporate overhead was primarily attributable to lower~~

~~acquisition and integration costs and employee compensation~~extraordinary legal expenses. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:


						(In Thousands)
	(In Thousands) Three Months Ended September 30,					Three Months Ended March 31,
	2017		2016			2021		2020
Nurse and allied solutions	$	41,884	$	39,312	Nurse and allied solutions	$	75,370	$	61,360
Locum tenens solutions	19,075		19,881
Other workforce solutions	23,445		22,985
Physician and leadership solutions					Physician and leadership solutions	30,815		36,044
Technology and workforce solutions					Technology and workforce solutions	18,319		15,335
Unallocated corporate overhead	13,698		15,113		Unallocated corporate overhead	27,421		28,568
Share-based compensation	2,477		2,704		Share-based compensation	9,287		4,927
	$	100,579	$	99,995		$	161,212	$	146,234

Depreciation and Amortization Expenses. Amortization expense ~~decreased slightly~~increased 13% to ~~$4.7~~$15.2 million for the three months ended ~~September 30, 2017~~March 31, 2021 from ~~$4.8~~$13.4 million for the same period in ~~2016.~~2020, primarily attributable to additional amortization expenses related to the intangible assets acquired in the Stratus Video acquisition and the shortened useful lives of tradename intangible assets during the third quarter of 2020. Depreciation expense increased ~~13%~~21% to ~~$3.4~~$8.1 million for the three months ended ~~September 30, 2017~~March 31, 2021 from ~~$3.0~~$6.7 million for the same period in ~~2016,~~2020, primarily attributable to an increase in purchased and developed hardware and software placed in service for our ongoing information technology investments to support our total talent solutions initiatives and to optimize our internal front and back office ~~information technology initiatives.~~systems. Additionally, $0.5 million and $0.1 million of depreciation expense for our language services business is included in cost of revenue for three months ended March 31, 2021 and 2020, respectively.

Interest Expense, Net, and Other. Interest expense, net, and other, was ~~$4.8~~$8.9 million during the three months ended ~~September 30, 2017~~March 31, 2021 as compared to ~~$3.0~~$11.1 million for the same period in ~~2016.~~2020. The ~~increase~~decrease is primarily due to ~~higher interest bearing Notes (as defined below)~~a lower average debt outstanding balance for the three months ended ~~September 30, 2017, as compared~~March 31, 2021, which resulted from repayments of the Credit Facilities (as defined below in this Item 2), and a $1.3 million gain related to the ~~term loans and revolver~~change in ~~the same period last year.~~fair value of an equity investment.

Income Tax Expense. Income tax expense was ~~$17.9~~$25.1 million for the three months ended ~~September 30, 2017~~March 31, 2021 as compared to ~~income tax expense of $16.4~~$11.7 million for the same period in ~~2016,~~2020, reflecting effective income tax rates of ~~39%~~26% and ~~37%~~47% for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively. The ~~difference~~decrease in the effective income tax rate was primarily attributable to the ~~relationship~~recognition of ~~pre-tax~~a $1.1 million discrete tax benefit for fair value changes in the cash surrender value of our Company Owned Life Insurance (“COLI”) during the three months ended March 31, 2021 compared to a $5.1 million discrete tax expense for COLI during the same period in 2020, in relation to income ~~to permanent differences related to unrecognized tax benefits.~~before income taxes of $95.5 million and $24.7 million for the three months ended March 31, 2021 and 2020, respectively. We currently estimate our annual effective ~~income~~ tax rate to be approximately ~~38%~~27% for ~~2017.~~

~~Comparison of Results~~2021. The 26% effective tax rate for the ~~Nine Months Ended September 30, 2017 to the Nine Months Ended September 30, 2016~~

~~Revenue~~. ~~Revenue increased 5% to $1,479.4 million for the nine~~three months ended ~~September 30, 2017 from $1,414.4 million for the same period in 2016, due to additional revenue of $12.4 million resulting~~March 31, 2021 differs from our ~~Peak acquisition in June 2016 with the remainder~~estimated annual effective tax rate of ~~the increase driven by 4% organic growth.~~

Nurse and allied solutions segment revenue increased 5% to $917.2 million for the nine months ended September 30, 2017 from $877.2 million for the same period in 2016. The $40.0 million increase was primarily attributable to a 5% increase in the average number of healthcare professionals on assignment and a 3% increase in the average bill rate during the nine months ended September 30, 2017. The increase was partially offset by an approximately $28.0 million decrease in labor disruption revenue and the impact of one less calendar day due to last year being a leap year.

Locum tenens solutions segment revenue was $322.5 million for the nine months ended September 30, 2017, as compared to $320.4 million for the same period in 2016. The $2.1 million increase was primarily attributable to a 4% increase in the revenue per day filled during the nine months ended September 30, 2017, partially offset by a 3% decrease in the number of days filled.

Other workforce solutions segment revenue increased 11% to $239.7 million for the nine months ended September 30, 2017 from $216.8 million for the same period in 2016. Of the $22.9 million increase, $12.4 million was attributable to the additional revenue in connection with the Peak acquisition in June 2016 with the remainder primarily attributable to growth in our VMS, interim leadership, and workforce optimization businesses, partially offset by declines in our permanent placement and recruitment process outsourcing businesses during the nine months ended September 30, 2017.

~~Gross Profit~~. Gross profit increased 5% to $482.3 million for the nine months ended September 30, 2017 from $461.1 million for the same period in 2016, representing gross margins of 32.6% for both periods. Consolidated gross margin was consistent with the prior year27% primarily due to ~~a higher gross margin in~~ the nurse and allied solutions segment driven primarily by lower direct costs, offset by lower bill-pay spreads in the locum tenens solutions segment and an unfavorable change in sales mix in our other workforce solutions segmentdiscrete tax benefits for COLI recognized during the ~~nine~~three months ended ~~September 30, 2017. Gross margin by reportable segment for the nine months ended September 30, 2017 and 2016 was 27.6% and 26.7% for nurse and allied soluti~~

~~ons, 30.2% and 31.2% for locum tenens solutions, and 54.9% and 58.6% for other workforce solutions, respectively.~~

~~Selling, General and Administrative Expenses~~. ~~SG&A expenses were $299.3 million, representing 20.2% of revenue, for the nine months ended September 30, 2017, as compared to $297.4 million, representing 21.0% of revenue, for the same period~~March 31, 2021, in 2016. The increase in SG&A expenses was primarily due to $1.9 million of additional SG&A expenses from the Peak acquisition and other expenses associated with our revenue growth, offset by an additional $2.0 million favorable actuarial-based decrease in our professional liability reserves and $2.1 million decrease in acquisition and integration costs as compared to the same period last year. The decrease in unallocated corporate overhead was primarily attributable to lower acquisition and integration costs. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:

(In Thousands)
Nine Months Ended September 30,
2017 2016
Nurse and allied solutions $ 118,464
$ 115,755
Locum tenens solutions 58,507
56,247
Other workforce solutions 69,902
70,654
Unallocated corporate overhead 44,732
45,908
Share-based compensation 7,720
8,795
$ 299,325
$ 297,359

~~Depreciation and Amortization Expenses~~. Amortization expense increased 2% to $13.9 million for the nine months ended September 30, 2017 from $13.6 million for the same period in 2016, primarily attributable to additional amortization expense related to the intangible assets acquired in the Peak acquisition. Depreciation expense increased 18% to $9.8 million for the nine months ended September 30, 2017 from $8.3 million for the same period in 2016, primarily attributable to fixed assets acquired as part of the Peak acquisition and an increase in purchased and developed hardware and software placed in service for our ongoing front and back office information technology initiatives.

~~Interest Expense, Net, and Other~~. Interest expense, net, and other, was $14.9 million during the nine months ended September 30, 2017 as compared to $9.1 million for the same period in 2016. The increase is primarily due to higher interest bearing Notes (as defined below) for the nine months ended September 30, 2017, as compared to the term loans and revolver in the same period last year.

~~Income Tax Expense~~. ~~Income tax expense was $53.0 million for the nine months ended September 30, 2017 as compared~~relation to income ~~tax expense of $53.3 million for the same period in 2016, reflecting effective~~before income tax rates of 37% and 40% for the nine months ended September 30, 2017 and 2016, respectively. The difference in the effective income tax rate was primarily attributable to the relationship of pre-tax income to permanent differences related to unrecognized tax benefits and excess tax benefit from the adoption of ASU 2016-09, “Stock Compensation - Improvements to Employee Share-Based Payment Accounting” in the first quarter of 2017, which resulted in recording a $5.4 million reduction in income tax expense for the nine months ended September 30, 2017. Prior to adoption, this amount would have been recorded as additional paid-in capital. Since the majority of our equity awards vest during the first quarter of the year, we do not anticipate the recording of additional excess tax benefits of this magnitude for the remainder of the year. This change could create future volatility in our effective tax rate depending upon the amount of exercise or vesting activity from our share-based awards. See additional information in Item 1. Condensed Consolidated Financial Statements—Note 1 “Basis of Presentation.” Including the impact of the adoption of ASU 2016-09, we currently estimate our annual effective income tax rate to be approximately 38% for 2017.taxes.

Liquidity and Capital Resources

In summary, our cash flows were:


	(In Thousands)
	Three Months Ended March 31,
	2021		2020

Net cash provided by operating activities	$	39,131	$	51,365
Net cash provided by (used in) investing activities	2,794		(492,137)
Net cash provided by financing activities	24,767		456,126

(In Thousands)
Nine Months Ended September 30,
2017 2016

Net cash provided by operating activities $ 96,382
$ 84,820
Net cash used in investing activities (23,444 ) (241,271 )
Net cash provided by (used in) financing activities (63,824 ) 162,418

Historically, our primary liquidity requirements have been for acquisitions, working capital requirements, and debt service under our credit facilities and ~~the Notes.~~senior notes. We have funded these requirements through internally generated cash flow and funds borrowed under our credit facilities. During the ~~third~~first quarter of ~~2017,~~2021, we paid off the remaining balance of our $250.0 million secured term ~~debt.~~loan credit facility (the “Additional Term Loan”). As of ~~September 30, 2017, zero~~March 31, 2021, (1) $55.0 million was drawn ~~from $258.8~~with $321.1 million of available credit under ~~the~~our $400.0 million secured revolving credit facility (the ~~“Revolver”~~“Senior Credit Facility” and, together with the Additional Term Loan, the “Credit Facilities”) ~~and~~, (2) the aggregate principal amount of our ~~5.125% Senior Notes~~4.625% senior notes due ~~2024~~2027 (the ~~“Notes”~~“2027 Notes”) outstanding equaled ~~$325.0~~$500.0 million and (3) the aggregate principal amount of our 4.000% senior notes due 2029 (the “2029 Notes”) outstanding equaled $350.0 million. We describe in further detail our amended credit agreement, under which ~~our term loan and Revolver~~the Credit Facilities are governed, the 2027 Notes, and the 2029 Notes in ~~“Item 8. Financial~~Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement” of our ~~2016~~2020 Annual ~~Report on Form 10-K.~~

In April 2015, we entered into an interest rate swap agreement to minimize our exposure to interest rate fluctuations on $100 million of our outstanding variable rate debt under one of our term loans for which we pay a fixed rate of 0.983% per annum and receive a variable rate equal to floating one-month LIBOR. This agreement expires on March 30, 2018, and no initial investment was made to enter into this agreement. On October 3, 2016, we reduced the interest rate swap notional amount to $40 million. On May 3, 2017, we terminated the remaining interest rate swap.Report.

We believe that cash generated from operations and available borrowings under the ~~Revolver~~Senior Credit Facility will be sufficient to fund our operations, including expected capital expenditures, for ~~at least~~ the next ~~year.~~12 months and beyond. We intend to finance potential future acquisitions ~~either~~ with cash provided from operations, borrowings under the ~~Revolver,~~Senior Credit Facility or other borrowings under our amended credit agreement, bank loans, debt or equity offerings, or some combination of the foregoing. The following discussion provides further details of our liquidity and capital resources.

Operating Activities

Net cash provided by operating activities for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 was ~~$96.4~~$39.1 million, compared to ~~$84.8~~$51.4 million for the same period in ~~2016.~~2020. The ~~increase~~decrease in net cash provided by operating activities was primarily attributable to ~~(1) improved operating results, (2) a decrease~~an increase in accounts receivable and subcontractor receivable between periods of $246.6 million due to ~~timing of collections,~~a higher average receivable balance in the current year, which was due to increases in revenue and (3) excess tax benefits on the vesting of employee equity awards resulting from the adoption of a new accounting pronouncement discussed in Item 1. Condensed Consolidated Financial Statements—Note (1), “Basis of Presentation.”associate vendor usage. The overall ~~increase~~decrease was partially offset by (1) ~~a decrease~~an increase in accounts payable and accrued expenses between periods of $87.4 million primarily due to ~~timing~~an increase in associate vendor usage, (2) an increase in accrued compensation and benefits between periods of ~~payments, (2) additional cash paid for income taxes during~~$67.0 million primarily due to increases in pay rates, billable hours, and the ~~nine months ended September 30, 2017 as compared to the same period last year,~~average number of healthcare professionals on assignment in our nurse and allied solutions segment, (3) an increase in ~~the cash, cash equivalents~~net income excluding non-cash expenses of $60.9 million primarily due to improved operating results in our nurse and ~~investments attributable to cash payments made~~allied solutions segment, and (4) an increase in other liabilities between periods of $15.9 million primarily due to our ~~captive insurance entity, which are restricted for use by~~election to defer employer payroll taxes in accordance with the ~~captive for future claim payments~~Coronavirus Aid, Relief and toEconomic Security Act (the “CARES Act”) and an increase in accruals established in connection with a ~~lesser extent, its working capital needs.~~legal matter during the fourth quarter of 2020. Our Days Sales Outstanding (“DSO”) was 6457 days at ~~each of September 30, 2017,~~March 31, 2021, 55 days at December 31, ~~2016,~~2020, and ~~September 30, 2016.~~57 days at March 31, 2020.

Investing Activities

Net cash provided by investing activities for the three months ended March 31, 2021 was $2.8 million, compared to net cash used in investing activities ~~for the~~ ~~nine months ended September 30, 2017~~ ~~was $23.4~~of $492.1 million ~~compared to~~ ~~$241.3 million~~ for the same period in ~~2016.~~2020. The ~~decrease~~change was primarily due to (1) no cash paid for acquisitions during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021, as compared to ~~$216.6~~$476.4 million ~~used for acquisitions~~ during the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2020, and (2) net ~~$6.2 million~~proceeds of restricted ~~investment proceeds~~investments related to our captive insurance ~~entity~~company of $14.9 million during the ~~nine~~three months ended ~~September 30, 2017. The overall decrease~~March 31, 2021, as compared to net proceeds of $5.1 million during the three months ended March 31, 2020. In addition, capital expenditures were $11.6 million and $13.6 million for the three months ended March 31, 2021 and 2020, respectively.

Financing Activities

Net cash provided by financing activities during the three months ended March 31, 2021 was $24.8 million, primarily due to borrowings of $70.0 million under the Senior Credit Facility, partially offset by (1) ~~a $2.0 million equity investment and (2) $10.1 million~~repayments of payments to fund the deferred compensation plan during the nine months ended September 30, 2017 as compared to $5.7 million of payments during the nine months ended September 30, 2016. Capital expenditures were $17.2 million and $17.7 million for the nine months ended September 30, 2017 and 2016, respectively.

~~Financing Activities~~

~~Net cash used in financing activities during the nine months ended September 30, 2017 was $63.8 million, primarily due to (1) the repayment of $44.1~~$15.0 million under ~~our term loans,~~the Senior Credit Facility and $21.9 million under the Additional Term Loan, (2) ~~$3.7 million for acquisition contingent consideration earn-out payments, (3) $7.1 million paid in connection with the repurchase of our common stock, and (4) $9.1~~$5.3 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity ~~awards.~~awards, and (3) $3.1 million for acquisition contingent consideration earn-out payments. Net cash provided by financing activities during the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2020 was ~~$162.4~~$456.1 million,, primarily due to borrowings of ~~$124.0~~$225.0 million under the ~~Revolver~~Senior Credit Facility and ~~$75.0~~$250.0 million ~~of borrowings~~ under ~~a new term loan under our amended credit agreement~~the Additional Term Loan, which were primarily used to fund our ~~BES and HSG acquisitions,~~Stratus Video acquisition, partially offset by (1) ~~the repayment of $8.4~~$10.6 million ~~under our term loans and $24.0~~for acquisition contingent consideration earn-out payments, (2) $4.4 million ~~under the Revolver, and (2) $5.6 million~~in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity ~~awards.~~awards, and (3) $3.9 million payment of financing costs in connection with our amended credit agreement.

Letters of Credit

At ~~September 30, 2017~~,March 31, 2021, we maintained outstanding standby letters of credit totaling ~~$20.2~~$26.1 million as collateral in relation to our ~~professional liability insurance agreements,~~ workers’ compensation insurance agreements and a corporate office lease agreement. Of the ~~$20.2~~$26.1 million of outstanding letters of credit, we have collateralized ~~$4.0~~$2.2 million in cash and cash equivalents and the remaining ~~amounts are~~$23.9 million is collateralized by the ~~Revolver.~~Senior Credit Facility. Outstanding standby letters of credit at December 31, ~~2016~~2020 totaled ~~$15.4~~$24.1 million.

Off-Balance Sheet Arrangements

At ~~September 30, 2017~~,March 31, 2021, we did not have any off-balance sheet ~~arrangement~~arrangements that ~~has~~have or isare reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Contractual Obligations

There have been no material changes during the three months ended March 31, 2021, other than the borrowings and repayments under our amended credit agreement, which are described in the accompanying Note (6), “Notes Payable and Credit Agreement” and Note (11), “Subsequent Events,” to the table entitled “Contractual Obligations” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our ~~2016~~2020 Annual ~~Report that occurred during the nine months ended September 30, 2017.~~Report.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance related to revenue recognition. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. In July 2015, the FASB voted to amend the guidance by approving a one-year delay in the effective date of the new standard to 2018. In addition, the FASB has also issued several amendments to the standard which clarify certain aspects of the guidance, including principal versus agent consideration and identifying performance obligations. We expect to complete our evaluation of the impact of the accounting and disclosure requirements on our consolidated financial statements, business processes, controls and systems during the fourth quarter of 2017. This includes reviewing current accounting policies and practices to identify potential impact of the accounting and disclosure requirements on our business processes, controls and system. The extent of the impact of the adoption of this new standard is subject to the completion of our assessment by the end of 2017. We will adopt this standard in the first quarter of 2018, and apply the modified retrospective approach.

In February 2016, the FASB issued ASU 2016-02, “Leases.” This standard requires organizations that lease assets to recognize the assets and liabilities created by those leases. The standard also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The ASU becomes effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are required to adopt the guidance on a modified retrospective basis and can elect to apply optional practical expedients. We are currently evaluating the approach we will take and the impact of adopting this new standard on our consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” The standard provides guidance on how certain cash receipts and payments are presented and classified in the statement of cash flows. For public entities, ASU 2016-15 is effective for fiscal years beginning

after December 15, 2017, and interim periods within those annual periods, and requires a retrospective approach. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the timing of this new standard’s adoption and the effect that adopting it will have on our financial statements and related disclosures.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” The standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for interim and annual periods beginning after December 15, 2017 and early adoption is permitted. The amendment will be adopted retrospectively. We are currently evaluating the timing of this new standard’s adoption and the effect that adopting it will have on our financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The standard simplifies the subsequent measurement of goodwill by removing the requirement to perform a hypothetical purchase price allocation to compute the implied fair value of goodwill to measure impairment. Instead, any goodwill impairment will equal the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Further, the guidance eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. This standard is effective for annual or any interim goodwill impairment test in fiscal years beginning after December 15, 2019, with early adoption permitted for impairment tests performed after January 1, 2017. While we continue to assess the potential impact of this standard, we do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

There have been no ~~other~~ new accounting pronouncements issued but not yet adopted that are expected to materially affect our consolidated financial condition or results of operations.

Special Note Regarding Forward-Looking Statements

This Quarterly Report 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. We base these forward-looking statements on our expectations, estimates, forecasts, and projections about future events and about the industry in which we operate. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “should,” “would,” “project,” “may,” variations of such words, and other similar expressions. In addition, any statements that refer to projections of financial items, anticipated growth, future growth and revenues, future economic conditions and performance, plans, objectives and strategies for future operations, expectations, or other characterizations of future events or circumstances are forward-looking statements. All forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Factors that could cause actual results to differ materially from those implied by the forward-looking statements in this Quarterly Report are set forth in our ~~2016~~2020 Annual Report and include but are not limited to:

•the effects of the COVID-19 pandemic on our business, financial condition and results of operations;

•the duration and extent to which hospitals and other healthcare entities decrease their utilization of temporary nurses and allied healthcare professionals, physicians, healthcare leaders and other healthcare professionals and workforce technology applications as a result of the suspension or reinstitution of restrictions placed on non-essential and elective healthcare as a result of the COVID-19 pandemic;

•the duration that individuals may continue to forgo non-essential and elective healthcare as “safer at home” restrictions and recommendations are reinstituted in parts of the country and lifted in others;

•the extent and duration that a significant spike in unemployment that has resulted from the COVID-19 pandemic will cause an increase in under- and uninsured patients and a corresponding reduction in overall healthcare utilization and demand for our services;

•the extent to which the COVID-19 pandemic may disrupt our operations due to the unavailability of our employees or healthcare professionals due to illness, risk of illness, quarantines, travel restrictions, desire to travel and work on temporary assignments or other factors that limit our existing or potential workforce and pool of candidates;

•the severity and duration of the impact the COVID-19 pandemic has on the financial condition and cash flow of many hospitals and healthcare systems such that it impairs their ability to make payments to us, timely or otherwise, for services rendered;

•the effects of economic downturns or slow recoveries, which could result in less demand for our services, pricing pressures and ~~pricing pressures;~~negatively impact payments terms and collectability of accounts receivable;

~~the negative effects that intermediary organizations may have on our ability to secure new and profitable contracts with our clients;~~

the level of consolidation and concentration of buyers of healthcare workforce solutions and staffing services, which could affect the pricing of our services and our ability to mitigate concentration risk;

•any inability on our part to anticipate and quickly respond to changing marketplace conditions, such as alternative modes of healthcare delivery, reimbursement, or client needs;

•the negative effects that intermediary organizations may have on our ability to secure new and profitable contracts;

•the level of consolidation and concentration of buyers of healthcare workforce, staffing and technology solutions, which could affect the pricing of our services and our ability to mitigate concentration risk;

•the ability of our clients ~~to retain and increase the productivity of their permanent staff, or their ability~~ to increase the efficiency and effectiveness of their ~~internal~~staffing management and recruiting efforts, through predictive analytics, online recruiting, telemedicine or otherwise, which may negatively affect our revenue, results of operations, and cash flows;

•the ~~uncertainty regarding the dismantling of certain aspects~~repeal or significant erosion of the Patient Protection and Affordable Care Act ~~that may significantly reduce the number of individuals who maintain health insurance or reduce the subsidies and reimbursements to our clients, which, in turn,~~without a corresponding replacement may negatively affect the demand for our services;

•any inability on our part to recruit and retain sufficient quality healthcare professionals at reasonable costs, which could increase our operating costs and negatively affect our business and profitability;

•any inability on our part to grow and operate our business profitably in compliance with federal and state ~~healthcare industry~~ regulation, including privacy laws, conduct of operations, costs and payment for services and payment for referrals as well as laws regarding employment and compensation practices and government contracting;

•any challenge to the classification of certain of our healthcare professionals as independent contractors, which could adversely affect our profitability;

•the effect of investigations, claims, and legal proceedings alleging medical malpractice, ~~violation~~violations of employment, privacy and wage regulations and other legal theories of liability asserted against us, which could subject us to substantial liabilities;

~~security breaches and other~~•any technology disruptions ~~that could compromise~~or our ~~information and expose us to liability, which could cause our business and reputation to suffer and could subject us to substantial liabilities;~~

~~any~~ inability ~~on our part~~ to implement new infrastructure and technology systems effectively ~~or technology disruptions, either of which~~ may adversely affect our operating results and ~~our~~ ability to manage our business effectively;

•any failure to further develop and evolve our current workforce solutions technology offerings and capabilities, which may harm our business;

•disruption to or failures of our SaaS-based technology, ~~within certain of our service offerings~~ or our inability to adequately protect our intellectual property rights with respect to such technology, sufficiently protect the privacy of personal information, which could reduce client satisfaction, harm our reputation and negatively affect our business;

•security breaches and cybersecurity incidents that could compromise our information and systems, which could adversely affect our business operations and reputation and could subject us to substantial liabilities;

•any inability on our part to quickly and properly credential and match quality healthcare professionals with suitable placements, which may adversely affect demand for our services;

•any inability on our part to continue to attract, develop and retain our sales and operations team members, which may deteriorate our operations;

•our increasing dependence on third parties, including offshore vendors, for the execution of certain critical functions;

~~cybersecurity risks and cyber incidents, which could adversely affect our business or disrupt our operations;~~

~~any inability on our part to recruit and retain sufficient quality healthcare professionals at reasonable costs;~~

~~any inability on our part to properly screen and match quality healthcare professionals with suitable placements;~~

~~any inability on our part to successfully attract, develop and retain a sufficient number of quality sales and operations personnel;~~

•the loss of our key officers and management personnel, which could adversely affect our business and operating results;

•any inability to consummate and effectively incorporate acquisitions into our business operations, which may adversely affect our long-term growth and our results of operations;

•businesses we acquire may have liabilities or adverse operating issues, which could harm our operating results;

•any increase to our business and operating risks as we develop new services and clients, enter new lines of business, and focus more of our business on providing a full range of client solutions;

•any inability on our part to maintain our positive brand awareness and ~~identity;~~identity, which may adversely affect our results of operation;

~~any inability on~~•the expansion of social media platforms presents new risks and challenges, which could cause damage to our ~~part to consummate and effectively incorporate acquisitions into our business operations;~~brand reputation;

•any recognition ~~by us~~ of an impairment to the substantial amount of goodwill or indefinite-lived ~~intangibles;~~intangibles on our balance sheet;

•our indebtedness, which could adversely affect our ability to raise additional capital to fund operations, limit our ability to react to changes in the ~~effect of significant adverse adjustments by~~economy or our industry, and expose us to ~~our insurance-related accruals, which could decrease our earnings or increase our losses, as~~interest rate risk to the ~~case may be;~~extent of any variable rate debt;

~~our significant indebtedness and any inability on our part to generate sufficient cash flow to service our debt; and~~

•the terms of our debt instruments that impose restrictions on us that may affect our ability to successfully operate our ~~business.~~business; and

•the effect of significant adverse adjustments to our insurance-related accruals on our balance sheet, which could decrease our earnings or increase our losses and negatively impact our cash flows.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates, and commodity prices. During the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021, our primary exposure to market risk was interest rate risk associated with our variable interest debt instruments. In April 2015, we entered into an interest rate swap agreement to minimize our exposure to interest rate fluctuations on $100 million of our outstanding variable rate debt under one of our term loans for which we pay a fixed rate of 0.983% per annum and receive a variable rate equal to floating one-month LIBOR. In connection with the issuance and sale of the Notes and repayment of a portion of the Term Loans, we reduced the interest rate swap notional amount to $40 million in the fourth quarter of 2016. On May 3, 2017, we terminated the remaining interest rate swap after further repayment of the Term Loans. During the third quarter of 2017, we paid off the remaining balance of the Term Loans. A 100 basis point increase in interest rates on our variable rate debt would

not have resulted in a material effect on our unaudited condensed consolidated financial statements for the three ~~and nine~~ months ended ~~September 30, 2017.~~March 31, 2021. During the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021, we generated substantially all of our revenue in the United States. Accordingly, we believe that our foreign currency risk is immaterial.

Item 4. Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of ~~September 30, 2017~~March 31, 2021 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~September 30, 2017~~March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

~~None.~~Information with respect to this item may be found in the accompanying Note (9), “Commitments and Contingencies: Legal Proceedings,” which is incorporated herein by reference.

Item 1A. Risk Factors

We do not believe that there have been any material changes to the risk factors disclosed in Part I, Item 1A of our ~~2016~~2020 Annual Report. The risk factors described in our 2020 Annual Report are not the only risks we face. Factors we currently do not know, factors that we currently consider immaterial or factors that are not specific to us, such as general economic conditions, may also materially adversely affect our business or our consolidated operating results, financial condition or cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~None.~~

From time to time, we may repurchase our common stock in the open market pursuant to programs approved by our Board. We may repurchase our common stock for a variety of reasons, such as acquiring shares to offset dilution related to equity-based incentives and optimizing our capital structure. On November 1, 2016, our Board authorized us to repurchase up to $150.0 million of our outstanding common stock in the open market. Under the repurchase program announced on November 1, 2016 (the “Company Repurchase Program”), share purchases may be made from time to time beginning in the fourth quarter of 2016, depending on prevailing market conditions and other considerations. The Company Repurchase Program has no expiration date and may be discontinued or suspended at any time.

During the three months ended March 31, 2021, we did not repurchase any shares of common stock. We describe in further detail our repurchase program and the shares repurchased thereunder in Part II, Item 5, “Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” set forth in our 2020 Annual Report.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits



Exhibit Number						Description

~~31.1~~ 10.1						Form of AMN Healthcare Equity Plan Performance Restricted Stock Unit Agreement - Executive (Adjusted EBITDA Growth) (Management Contract or Compensatory Plan or Arrangement).*

10.2						Form of AMN Healthcare Equity Plan Performance Restricted Stock Unit Agreement - Non-Executive (Adjusted EBITDA Growth) (Management Contract or Compensatory 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.


*						~~Filed herewith.~~

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, thereunto duly authorized.

Date: ~~November 3, 2017~~May 10, 2021


AMN HEALTHCARE SERVICES, INC.

/S/ SUSAN R. SALKA
Susan R. Salka President and Chief Executive Officer (Principal Executive Officer)

Date: May 10, 2021


~~AMN HEALTHCARE SERVICES, INC.~~

/S/ BRIAN M. S~~USAN~~ ~~R. SALKA~~COTT
~~Susan R. Salka~~ ~~President and Chief Executive Officer~~ ~~(Principal Executive Officer)~~

~~Date:~~ ~~November 3, 2017~~

/S~~/ BRIAN~~ ~~M. SCOTT~~

Brian M. Scott

Chief Accounting Officer,

Chief Financial Officer and Treasurer

(Principal Accounting and Financial Officer)

2628



	September 30, 2017			December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	19,625		$	10,622
Accounts receivable, net of allowances of $11,381 and $11,376 at September 30, 2017 and December 31, 2016, respectively	343,596			341,977
Accounts receivable, subcontractor	37,200			49,233
Prepaid expenses	15,832			14,189
Other current assets	26,220			34,607
Total current assets	442,473			450,628
Restricted cash, cash equivalents and investments	34,380			31,287
Fixed assets, net of accumulated depreciation of $94,531 and $84,865 at September 30, 2017 and December 31, 2016, respectively	68,188			59,954
Other assets	73,962			57,534
Goodwill	340,596			341,754
Intangible assets, net of accumulated amortization of $85,990 and $72,057 at September 30, 2017 and December 31, 2016, respectively	231,791			245,724
Total assets	$	1,191,390		$	1,186,881
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	117,934		$	137,512
Accrued compensation and benefits	111,984			107,993
Current portion of notes payable, less unamortized fees	—			3,750
Deferred revenue	9,609			8,924
Other current liabilities	5,440			16,611
Total current liabilities	244,967			274,790

Notes payable, less unamortized fees	319,652			359,192
Deferred income taxes, net	11,899			21,420
Other long-term liabilities	82,673			82,096
Total liabilities	659,191			737,498
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at September 30, 2017 and December 31, 2016	—			—
Common stock, $0.01 par value; 200,000 shares authorized; 48,402 issued and 47,772 outstanding, respectively, at September 30, 2017 and 48,055 issued and 47,612 outstanding, respectively, at December 31, 2016	484			481
Additional paid-in capital	451,136			452,491
Treasury stock, at cost (630 and 443 shares at September 30, 2017 and December 31, 2016, respectively)	(20,358		)	(13,261		)
Retained earnings	101,062			9,671
Accumulated other comprehensive income (loss)	(125		)	1
Total stockholders’ equity	532,199			449,383
Total liabilities and stockholders’ equity	$	1,191,390		$	1,186,881

~~For the quarterly period ended September 30, 2017~~OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For the transition period from~~ to