UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q

____________________


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

For the quarterly period ended June 30, ~~2022~~2023


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

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.)

~~8840 Cypress Waters~~2999 Olympus Boulevard	Suite ~~300~~500
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 every Interactive Data File required to be submitted 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 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 growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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 ☐ No x

As of August ~~3, 2022,~~2, 2023, there were ~~43,272,573~~37,988,128 shares of common stock, $0.01 par value, outstanding.

Auditor Name: KPMG LLP Auditor Location: San Diego, California Auditor Firm ID: 185

TABLE OF CONTENTS


Item	Item		Page	Item		Page

		PART I - FINANCIAL INFORMATION			PART I - FINANCIAL INFORMATION

1.	1.	Condensed Consolidated Financial Statements (unaudited):	1	1.	Condensed Consolidated Financial Statements (unaudited):	1
		Condensed Consolidated Balance Sheets, As of June 30, 2022 and December 31, 2021	1		Condensed Consolidated Balance Sheets, As of June 30, 2023 and December 31, 2022	1
		Condensed Consolidated Statements of Comprehensive Income, For the Three and Six Months Ended June 30, 2022 and 2021	2		Condensed Consolidated Statements of Comprehensive Income, For the Three and Six Months Ended June 30, 2023 and 2022	2
		Condensed Consolidated Statements of Stockholders’ Equity, For the Six Months Ended June 30, 2022 and 2021	3		Condensed Consolidated Statements of Stockholders’ Equity, For the Six Months Ended June 30, 2023 and 2022	3
		Condensed Consolidated Statements of Cash Flows, For the Six Months Ended June 30, 2022 and 2021	4		Condensed Consolidated Statements of Cash Flows, For the Six Months Ended June 30, 2023 and 2022	4
		Notes to Unaudited Condensed Consolidated Financial Statements	6		Notes to Unaudited Condensed Consolidated Financial Statements	6
2.	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
3.	3.	Quantitative and Qualitative Disclosures about Market Risk	27	3.	Quantitative and Qualitative Disclosures about Market Risk	26
4.	4.	Controls and Procedures	27	4.	Controls and Procedures	27

		PART II - OTHER INFORMATION			PART II - OTHER INFORMATION

1.	1.	Legal Proceedings	29	1.	Legal Proceedings	28
1A.	1A.	Risk Factors	29	1A.	Risk Factors	28
2.	2.	Unregistered Sales of Equity Securities and Use of Proceeds	29	2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
3.	3.	Defaults Upon Senior Securities	29	3.	Defaults Upon Senior Securities	29
4.	4.	Mine Safety Disclosures	29	4.	Mine Safety Disclosures	29
5.	5.	Other Information	29	5.	Other Information	29
6.	6.	Exhibits	30	6.	Exhibits	30
		Signatures	31		Signatures	31

Table of Contents

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)


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	79,357	$	180,928	Cash and cash equivalents	$	7,013	$	64,524
Accounts receivable, net of allowances of $7,522 and $6,838 at June 30, 2022 and December 31, 2021, respectively		781,404		789,131
Accounts receivable, net of allowances of $36,401 and $31,910 at June 30, 2023 and December 31, 2022, respectively						Accounts receivable, net of allowances of $36,401 and $31,910 at June 30, 2023 and December 31, 2022, respectively	579,926		675,650
Accounts receivable, subcontractor	Accounts receivable, subcontractor	247,707		239,719		Accounts receivable, subcontractor	168,231		268,726
Prepaid expenses	Prepaid expenses	27,430		72,460		Prepaid expenses	17,965		18,708
Other current assets	Other current assets	54,324		66,830		Other current assets	34,101		66,037
Total current assets	Total current assets	1,190,222		1,349,068		Total current assets	807,236		1,093,645
Restricted cash, cash equivalents and investments	Restricted cash, cash equivalents and investments	61,744		64,482		Restricted cash, cash equivalents and investments	71,564		61,218
Fixed assets, net of accumulated depreciation of $204,384 and $189,954 at June 30, 2022 and December 31, 2021, respectively		136,490		127,114
Operating lease right-of-use assets		20,318		27,771
Fixed assets, net of accumulated depreciation of $250,150 and $227,617 at June 30, 2023 and December 31, 2022, respectively						Fixed assets, net of accumulated depreciation of $250,150 and $227,617 at June 30, 2023 and December 31, 2022, respectively	177,417		149,276

Other assets	Other assets	148,570		156,670		Other assets	219,781		172,016
Goodwill	Goodwill	935,675		892,341		Goodwill	935,779		935,364
Intangible assets, net of accumulated amortization of $318,208 and $278,249 at June 30, 2022 and December 31, 2021, respectively		515,761		514,460
Intangible assets, net of accumulated amortization of $401,217 and $361,327 at June 30, 2023 and December 31, 2022, respectively						Intangible assets, net of accumulated amortization of $401,217 and $361,327 at June 30, 2023 and December 31, 2022, respectively	432,366		476,832
Total assets	Total assets	$	3,008,780	$	3,131,906	Total assets	$	2,644,143	$	2,888,351
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	458,985	$	425,257	Accounts payable and accrued expenses	$	327,538	$	476,452
Accrued compensation and benefits	Accrued compensation and benefits	416,375		354,381		Accrued compensation and benefits	261,629		333,244

Current portion of operating lease liabilities		7,429		11,383
Deferred revenue		15,942		15,950

Other current liabilities	Other current liabilities	58,648		162,419		Other current liabilities	84,548		48,237
Total current liabilities	Total current liabilities	957,379		969,390		Total current liabilities	673,715		857,933

Revolving credit facility						Revolving credit facility	190,000		—
Notes payable, net of unamortized fees and premium	Notes payable, net of unamortized fees and premium	842,914		842,322		Notes payable, net of unamortized fees and premium	844,097		843,505
Deferred income taxes, net	Deferred income taxes, net	51,010		47,814		Deferred income taxes, net	6,986		22,713
Operating lease liabilities		12,486		13,364

Other long-term liabilities	Other long-term liabilities	105,647		96,989		Other long-term liabilities	163,048		120,566
Total liabilities	Total liabilities	1,969,436		1,969,879		Total liabilities	1,877,846		1,844,717
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at June 30, 2022 and December 31, 2021		—		—
Common stock, $0.01 par value; 200,000 shares authorized; 50,032 issued and 43,272 outstanding at June 30, 2022 and 49,849 issued and 47,263 outstanding at December 31, 2021		500		498
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at June 30, 2023 and December 31, 2022						Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at June 30, 2023 and December 31, 2022	—		—
Common stock, $0.01 par value; 200,000 shares authorized; 50,339 issued and 37,987 outstanding at June 30, 2023 and 50,109 issued and 41,879 outstanding at December 31, 2022						Common stock, $0.01 par value; 200,000 shares authorized; 50,339 issued and 37,987 outstanding at June 30, 2023 and 50,109 issued and 41,879 outstanding at December 31, 2022	503		501
Additional paid-in capital	Additional paid-in capital	496,682		486,709		Additional paid-in capital	467,387		501,674
Treasury stock, at cost; 6,760 and 2,586 shares at June 30, 2022 and December 31, 2021		(523,722)		(121,831)
Treasury stock, at cost; 12,352 and 8,230 shares at June 30, 2023 and December 31, 2022, respectively						Treasury stock, at cost; 12,352 and 8,230 shares at June 30, 2023 and December 31, 2022, respectively	(1,086,862)		(698,598)
Retained earnings	Retained earnings	1,066,754		796,946		Retained earnings	1,386,012		1,240,996
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(870)		(295)		Accumulated other comprehensive loss	(743)		(939)
Total stockholders’ equity	Total stockholders’ equity	1,039,344		1,162,027		Total stockholders’ equity	766,297		1,043,634
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	3,008,780	$	3,131,906	Total liabilities and stockholders’ equity	$	2,644,143	$	2,888,351

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited and in thousands, except per share amounts)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Revenue	Revenue	$	1,426,607	$	857,445	$	2,979,145	$	1,743,390	Revenue	$	991,299	$	1,426,607	$	2,117,522	$	2,979,145
Cost of revenue	Cost of revenue	966,370		576,902		2,022,740		1,173,979		Cost of revenue	661,018		966,370		1,418,395		2,022,740
Gross profit	Gross profit	460,237		280,543		956,405		569,411		Gross profit	330,281		460,237		699,127		956,405
Operating expenses:	Operating expenses:									Operating expenses:
Selling, general and administrative	Selling, general and administrative	244,430		156,629		502,009		317,841		Selling, general and administrative	201,771		244,430		407,370		502,009
Depreciation and amortization (exclusive of depreciation included in cost of revenue)	Depreciation and amortization (exclusive of depreciation included in cost of revenue)	32,274		24,740		62,930		47,994		Depreciation and amortization (exclusive of depreciation included in cost of revenue)	36,847		32,274		74,424		62,930
Total operating expenses	Total operating expenses	276,704		181,369		564,939		365,835		Total operating expenses	238,618		276,704		481,794		564,939
Income from operations	Income from operations	183,533		99,174		391,466		203,576		Income from operations	91,663		183,533		217,333		391,466
Interest expense, net, and other	Interest expense, net, and other	10,080		10,111		19,669		19,055		Interest expense, net, and other	12,175		10,080		22,434		19,669
Income before income taxes	Income before income taxes	173,453		89,063		371,797		184,521		Income before income taxes	79,488		173,453		194,899		371,797
Income tax expense	Income tax expense	49,653		22,293		101,989		47,373		Income tax expense	18,582		49,653		49,883		101,989
Net income	Net income	$	123,800	$	66,770	$	269,808	$	137,148	Net income	$	60,906	$	123,800	$	145,016	$	269,808

Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Unrealized gains (losses) on available-for-sale securities, net, and other	Unrealized gains (losses) on available-for-sale securities, net, and other	332		3		(575)		(21)		Unrealized gains (losses) on available-for-sale securities, net, and other	50		332		196		(575)
Other comprehensive income (loss)	Other comprehensive income (loss)	332		3		(575)		(21)		Other comprehensive income (loss)	50		332		196		(575)

Comprehensive income	Comprehensive income	$	124,132	$	66,773	$	269,233	$	137,127	Comprehensive income	$	60,956	$	124,132	$	145,212	$	269,233

Net income per common share:	Net income per common share:									Net income per common share:
Basic	Basic	$	2.78	$	1.40	$	5.90	$	2.88	Basic	$	1.56	$	2.78	$	3.60	$	5.90
Diluted	Diluted	$	2.77	$	1.39	$	5.87	$	2.86	Diluted	$	1.55	$	2.77	$	3.58	$	5.87
Weighted average common shares outstanding:	Weighted average common shares outstanding:									Weighted average common shares outstanding:
Basic	Basic	44,504		47,659		45,702		47,629		Basic	39,151		44,504		40,258		45,702
Diluted	Diluted	44,740		48,019		45,972		47,976		Diluted	39,341		44,740		40,454		45,972

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

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, 2020 49,614 $ 496 $ 468,726 (2,561) $ (119,143) $ 469,558 $ 40 $ 819,677
Equity awards vested, 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
Equity awards vested, net of shares withheld for payroll taxes 78 1 (471) — — — — (470)
Share-based compensation — — 6,019 — — — — 6,019
Comprehensive income — — — — — 66,770 3 66,773
Balance, June 30, 2021 49,824 $ 498 $ 478,302 (2,561) $ (119,143) $ 606,706 $ 19 $ 966,382


	Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Loss		Total
	Shares	Amount				Shares	Amount
Balance, December 31, 2021	49,849	$	498	$	486,709	(2,586)	$	(121,831)	$	796,946	$	(295)	$	1,162,027
Repurchase of common stock	—	—		—		(2,298)	(228,024)		—		—		(228,024)
Equity awards vested, net of shares withheld for taxes	164	2		(9,433)		—	—		—		—		(9,431)

Share-based compensation	—	—		11,259		—	—		—		—		11,259
Comprehensive income (loss)	—	—		—		—	—		146,008		(907)		145,101
Balance, March 31, 2022	50,013	$	500	$	488,535	(4,884)	$	(349,855)	$	942,954	$	(1,202)	$	1,080,932
Repurchase of common stock	—	—		—		(1,876)	(173,867)		—		—		(173,867)
Equity awards vested, net of shares withheld for taxes	19	—		(366)		—	—		—		—		(366)
Share-based compensation	—	—		8,513		—	—		—		—		8,513
Comprehensive income	—	—		—		—	—		123,800		332		124,132
Balance, June 30, 2022	50,032	$	500	$	496,682	(6,760)	$	(523,722)	$	1,066,754	$	(870)	$	1,039,344

Common Stock Additional
Paid-in
Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Loss Total
Shares Amount Shares Amount
Balance, December 31, 2021 49,849 $ 498 $ 486,709 (2,586) $ (121,831) $ 796,946 $ (295) $ 1,162,027
Repurchase of common stock into treasury — — — (2,298) (228,024) — — (228,024)
Equity awards vested, net of shares withheld for payroll taxes 164 2 (9,433) — — — — (9,431)
Share-based compensation — — 11,259 — — — — 11,259
Comprehensive income (loss) — — — — — 146,008 (907) 145,101
Balance, March 31, 2022 50,013 $ 500 $ 488,535 (4,884) $ (349,855) $ 942,954 $ (1,202) $ 1,080,932
Repurchase of common stock into treasury — — — (1,876) (173,867) — — (173,867)
Equity awards vested, net of shares withheld for payroll taxes 19 — (366) — — — — (366)
Share-based compensation — — 8,513 — — — — 8,513
Comprehensive income — — — — — 123,800 332 124,132
Balance, June 30, 2022 50,032 $ 500 $ 496,682 (6,760) $ (523,722) $ 1,066,754 $ (870) $ 1,039,344


	Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Loss		Total
	Shares	Amount				Shares	Amount
Balance, December 31, 2022	50,109	$	501	$	501,674	(8,230)	$	(698,598)	$	1,240,996	$	(939)	$	1,043,634
Repurchase of common stock	—	—		—		(1,768)	(176,300)		—		—		(176,300)
Equity awards vested, net of shares withheld for taxes	127	1		(6,135)		—	—		—		—		(6,134)

Share-based compensation	—	—		10,318		—	—		—		—		10,318
Comprehensive income	—	—		—		—	—		84,110		146		84,256
Balance, March 31, 2023	50,236	$	502	$	505,857	(9,998)	$	(874,898)	$	1,325,106	$	(793)	$	955,774
Repurchase of common stock	—	—		(40,000)		(2,354)	(211,964)		—		—		(251,964)
Equity awards vested, net of shares withheld for taxes	103	1		(3,288)		—	—		—		—		(3,287)
Share-based compensation	—	—		4,818		—	—		—		—		4,818
Comprehensive income	—	—		—		—	—		60,906		50		60,956
Balance, June 30, 2023	50,339	$	503	$	467,387	(12,352)	$	(1,086,862)	$	1,386,012	$	(743)	$	766,297

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in thousands)


		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	269,808	$	137,148	Net income	$	145,016	$	269,808
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (inclusive of depreciation included in cost of revenue)	Depreciation and amortization (inclusive of depreciation included in cost of revenue)	64,757		49,081		Depreciation and amortization (inclusive of depreciation included in cost of revenue)	77,068		64,757
Non-cash interest expense and other	Non-cash interest expense and other	953		(251)		Non-cash interest expense and other	1,038		953
Write-off of fees on credit facilities and senior notes		—		158
Change in fair value of contingent consideration		580		—
Increase (decrease) in allowance for credit losses and sales credits		13,803		(526)

Change in fair value of contingent consideration liabilities						Change in fair value of contingent consideration liabilities	2,430		580
Increase in allowance for credit losses and sales credits						Increase in allowance for credit losses and sales credits	29,432		13,803
Provision for deferred income taxes	Provision for deferred income taxes	3,421		(1,390)		Provision for deferred income taxes	(15,780)		3,421
Share-based compensation	Share-based compensation	19,772		15,306		Share-based compensation	15,136		19,772
Loss on disposal or sale of fixed assets		479		383
Loss on disposal or impairment of long-lived assets						Loss on disposal or impairment of long-lived assets	1,933		479

Net loss (gain) on investments in available-for-sale securities		536		(35)
Net loss (gain) on deferred compensation balances		(39)		245
Net loss on investments in available-for-sale securities						Net loss on investments in available-for-sale securities	155		536
Net gain on deferred compensation balances						Net gain on deferred compensation balances	(577)		(39)
Non-cash lease expense	Non-cash lease expense	3,542		(794)		Non-cash lease expense	(240)		3,542
Changes in assets and liabilities, net of effects from acquisitions:	Changes in assets and liabilities, net of effects from acquisitions:					Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable	Accounts receivable	(3,535)		(91,911)		Accounts receivable	65,906		(3,535)
Accounts receivable, subcontractor	Accounts receivable, subcontractor	(7,988)		(56,424)		Accounts receivable, subcontractor	100,495		(7,988)
Income taxes receivable	Income taxes receivable	(1,022)		4,791		Income taxes receivable	8,875		(1,022)
Prepaid expenses	Prepaid expenses	45,083		(4,186)		Prepaid expenses	743		45,083
Other current assets	Other current assets	15,338		3,308		Other current assets	1,820		15,338
Other assets	Other assets	1,002		962		Other assets	894		1,002

Accounts payable and accrued expenses	Accounts payable and accrued expenses	29,461		91,823		Accounts payable and accrued expenses	(159,862)		29,461
Accrued compensation and benefits	Accrued compensation and benefits	73,349		65,101		Accrued compensation and benefits	(84,837)		73,349
Other liabilities	Other liabilities	(104,729)		(5,765)		Other liabilities	50,887		(104,729)

Deferred revenue	Deferred revenue	106		3,582		Deferred revenue	569		106
Restricted investments balance		—		19

Net cash provided by operating activities	Net cash provided by operating activities	424,677		210,625		Net cash provided by operating activities	241,101		424,677

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchase and development of fixed assets	Purchase and development of fixed assets	(30,811)		(23,069)		Purchase and development of fixed assets	(43,936)		(30,811)
Purchase of investments	Purchase of investments	(10,659)		(17,995)		Purchase of investments	—		(10,659)
Proceeds from sale and maturity of investments	Proceeds from sale and maturity of investments	9,085		30,700		Proceeds from sale and maturity of investments	6,987		9,085
Purchase of equity investment		—		(500)

Proceeds from sale of equity investment	Proceeds from sale of equity investment	68		—		Proceeds from sale of equity investment	—		68
Payments to fund deferred compensation plan	Payments to fund deferred compensation plan	(12,584)		(1,391)		Payments to fund deferred compensation plan	(17,910)		(12,584)

Cash paid for acquisitions, net of cash and restricted cash received	Cash paid for acquisitions, net of cash and restricted cash received	(69,801)		(41,264)		Cash paid for acquisitions, net of cash and restricted cash received	—		(69,801)
Cash paid for other intangibles	Cash paid for other intangibles	(1,060)		(90)		Cash paid for other intangibles	—		(1,060)

Net cash used in investing activities	Net cash used in investing activities	(115,762)		(53,609)		Net cash used in investing activities	(54,859)		(115,762)

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		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Payments on term loans		—		(21,875)

Payments on revolving credit facility	Payments on revolving credit facility	—		(70,000)		Payments on revolving credit facility	(220,000)		—
Proceeds from revolving credit facility	Proceeds from revolving credit facility	—		70,000		Proceeds from revolving credit facility	410,000		—

Repurchase of common stock(1)	Repurchase of common stock(1)	(401,891)		—		Repurchase of common stock(1)	(424,744)		(401,891)
Payment of financing costs						Payment of financing costs	(3,579)		—

Earn-out payments to settle contingent consideration liabilities for prior acquisitions		—		(3,100)
Cash paid for shares withheld for taxes	Cash paid for shares withheld for taxes	(9,797)		(5,728)		Cash paid for shares withheld for taxes	(9,421)		(9,797)
Net cash used in financing activities	Net cash used in financing activities	(411,688)		(30,703)		Net cash used in financing activities	(247,744)		(411,688)
Effect of exchange rate changes on cash		—		(21)
Net increase (decrease) in cash, cash equivalents and restricted cash		(102,773)		126,292

Net decrease in cash, cash equivalents and restricted cash						Net decrease in cash, cash equivalents and restricted cash	(61,502)		(102,773)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	246,714		83,990		Cash, cash equivalents and restricted cash at beginning of period	137,872		246,714
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	143,941	$	210,282	Cash, cash equivalents and restricted cash at end of period	$	76,370	$	143,941

Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:					Supplemental disclosures of cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities	Cash paid for amounts included in the measurement of operating lease liabilities	$	7,922	$	9,740	Cash paid for amounts included in the measurement of operating lease liabilities	$	4,929	$	7,922
Cash paid for interest (net of $254 and $195 capitalized for the six months ended June 30, 2022 and 2021, respectively)		$	18,887	$	19,028
Cash paid for interest (net of $658 and $254 capitalized for the six months ended June 30, 2023 and 2022, respectively)						Cash paid for interest (net of $658 and $254 capitalized for the six months ended June 30, 2023 and 2022, respectively)	$	22,652	$	18,887
Cash paid for income taxes	Cash paid for income taxes	$	120,660	$	44,061	Cash paid for income taxes	$	9,736	$	120,660
Acquisitions:	Acquisitions:					Acquisitions:
Fair value of tangible assets acquired in acquisitions, net of cash and restricted cash received	Fair value of tangible assets acquired in acquisitions, net of cash and restricted cash received	$	2,731	$	1,910	Fair value of tangible assets acquired in acquisitions, net of cash and restricted cash received	$	—	$	2,731
Goodwill	Goodwill	43,301		27,726		Goodwill	—		43,301
Intangible assets	Intangible assets	40,200		12,440		Intangible assets	—		40,200
Liabilities assumed	Liabilities assumed	(8,431)		(812)		Liabilities assumed	—		(8,431)

Contingent consideration liabilities	Contingent consideration liabilities	(8,000)		—		Contingent consideration liabilities	—		(8,000)
Net cash paid for acquisitions	Net cash paid for acquisitions	$	69,801	$	41,264	Net cash paid for acquisitions	$	—	$	69,801
Supplemental disclosures of non-cash investing and financing activities:	Supplemental disclosures of non-cash investing and financing activities:					Supplemental disclosures of non-cash investing and financing activities:
Purchase of fixed assets recorded in accounts payable and accrued expenses	Purchase of fixed assets recorded in accounts payable and accrued expenses	$	7,562	$	3,665	Purchase of fixed assets recorded in accounts payable and accrued expenses	$	10,928	$	7,562
Excise tax payable on share repurchases						Excise tax payable on share repurchases	$	3,520	$	—
Right-of-use assets obtained in exchange for operating lease liabilities						Right-of-use assets obtained in exchange for operating lease liabilities	$	26,214	$	3,590

(1) The difference between the amount reported for the six months ended June 30, 2023 and the corresponding amounts presented in the condensed consolidated statements of stockholders’ equity is due to accrued excise tax payable on share repurchases recorded within treasury stock.

See accompanying notes to unaudited condensed consolidated financial statements.

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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, stockholders’ equity 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 (“U.S. GAAP”). Please refer to the Company’s audited consolidated financial statements and the related notes for the fiscal year ended December 31, ~~2021,~~2022, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2022, filed with the Securities and Exchange Commission on February ~~24, 2022~~22, 2023 (the ~~“2021~~“2022 Annual Report”).

The preparation of financial statements in conformity with 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, contingent consideration liabilities associated with acquisitions, and income taxes. Actual results could differ from those estimates under different assumptions or conditions.

Recently Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The new guidance requires companies to apply the definition of a performance obligation under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities, such as deferred revenue, relating to contracts with customers that are acquired in a business combination. Under prior guidance, an acquirer generally recognized assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at their acquisition-date fair values in accordance with ASC Subtopic 820-10, Fair Value Measurements—Overall. Generally, this new guidance will result in the acquirer recognizing acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree prior to the acquisition under ASC Topic 606. The Company adopted this standard effective January 1, 2023 on a prospective basis, and the adoption did not have a material effect on the Company’s consolidated financial statements.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments and restricted investments with an original maturity of three months or less to be cash ~~equivalents.~~equivalents and restricted cash equivalents, respectively. Cash and cash equivalents include currency on hand, deposits with financial institutions, money market funds ~~commercial paper~~ and other highly liquid investments. Restricted cash and cash equivalents primarily includes cash, corporate bonds and commercial paper that serve as collateral for the Company’s captive insurance subsidiary claim payments. See Note ~~(6)~~(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 amounts presented in the accompanying condensed consolidated statements of cash flows.

June 30, 2022 December 31, 2021
Cash and cash equivalents $ 79,357 $ 180,928
Restricted cash and cash equivalents (included in other current assets) 31,041 29,262
Restricted cash, cash equivalents and investments 61,744 64,482
Total cash, cash equivalents and restricted cash and investments 172,142 274,672
Less restricted investments (28,201) (27,958)
Total cash, cash equivalents and restricted cash $ 143,941 $ 246,714

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	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	7,013	$	64,524
Restricted cash and cash equivalents (included in other current assets)	15,992		37,225
Restricted cash, cash equivalents and investments	71,564		61,218
Total cash, cash equivalents and restricted cash and investments	94,569		162,967
Less restricted investments	(18,199)		(25,095)
Total cash, cash equivalents and restricted cash	$	76,370	$	137,872

The Company maintains its cash and restricted cash in bank deposit accounts primarily at large, national financial institutions, which typically exceed federally insured limits. The Company has not experienced any losses in such accounts.

Accounts Receivable

The Company 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 assessing the collectability of cash flows, which includes current conditions and forecasts about future economic conditions.

The following table provides a reconciliation of activity in the allowance for credit losses for accounts receivable:


	2023		2022
Balance as of January 1,	$	31,910	$	6,838

Provision for expected credit losses	7,007		1,280
Amounts written off charged against the allowance	(2,516)		(596)

Balance as of June 30,	$	36,401	$	7,522

~~Table~~The increase in the provision for expected credit losses for the six months ended June 30, 2023 was primarily the result of ~~Contents~~

concern with a specific customer’s ability to meet its financial obligations, and uncertainty regarding the collectability of cash flows from customers due primarily to the current macroeconomic outlook.

2022 2021
Balance as of January 1, $ 6,838 $ 7,043
Provision for expected credit losses 1,280 (1,213)
Amounts written off charged against the allowance (596) (317)
Balance as of June 30, $ 7,522 $ 5,513
Reclassifications

To conform to the current year presentation, certain reclassifications have been made to prior year balances in the condensed consolidated balance sheets and accompanying Note (10), “Balance Sheet Details.”

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2. ACQUISITIONS

AsThe Company accounted for the acquisition set forth below ~~the Company completed 2 acquisitions during the period of January 1, 2021 through June 30, 2022, which were accounted for~~ using the acquisition method of accounting. Accordingly, the Company recorded the tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the ~~applicable~~ date of acquisition. Since the ~~applicable~~ date of acquisition, the Company 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 June 30, ~~2022. The allocations will continue to be updated through the measurement period, if necessary.~~2023. The goodwill recognized for ~~these acquisitions~~the acquisition is attributable to expected growth as the Company leverages its brand and diversifies its services offered to clients, including potential revenue growth and margin expansion. ~~For each acquisition, the~~The Company did not incur any material acquisition-related costs.

Connetics Acquisition

On May 13, 2022, the Company completed its acquisition of Connetics Communications, LLC (“Connetics”), which specializes in the direct hire recruitment and permanent placement of international nurse and allied health professionals with healthcare facilities in the United States. The initial purchase price of $78,764 included (1) $70,764 cash consideration paid upon acquisition, funded through cash on hand, and (2) a contingent ~~earn-out payment~~consideration (earn-out payment) of up to $12,500 with an estimated fair value of $8,000 as of the acquisition date. The contingent earn-out payment is based on the operating results of Connetics for the twelve months ending May 31, 2023 and expected to be paid in the third quarter of 2023. The results of Connetics have been included in the Company’s nurse and allied solutions segment since the date of acquisition. During the fourth quarter of 2022, $231 was returned to the Company in respect of the final working capital settlement.

The ~~preliminary~~ allocation of the ~~$78,764~~$78,533 purchase price, which was reduced by the final working capital settlement and was finalized during the second quarter of 2023, consisted of (1) ~~$3,694~~$3,172 of fair value of tangible assets acquired, which included $963 cash received, (2) ~~$8,431~~$8,244 of liabilities assumed, (3) $40,200 of identified intangible assets, and (4) ~~$43,301~~$43,405 of goodwill, of which ~~$35,317~~$35,405 is deductible for tax purposes. The intangible assets acquired have a weighted average useful life of approximately thirteen years. The following table summarizes the fair value and useful life of each intangible asset acquired as of the acquisition date:


		Fair Value		Useful Life
				(in years)
Identifiable intangible assets
	Customer relationships	$	32,800	15
	Staffing database	4,200		5
	Tradenames and trademarks	3,200		5
		$	40,200

~~Synzi and SnapMD Acquisition~~

On April 7, 2021, the Company completed its acquisition of Synzi Holdings, Inc. (“Synzi”) and its wholly-owned subsidiary, SnapMD, LLC (“SnapMD”). 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. The initial purchase price of $42,240 consisted entirely of cash consideration paid upon acquisition. The acquisition was funded primarily through borrowings under the Company’s $400,000 senior secured revolving credit facility (the “Senior Credit Facility”). See additional information regarding the Senior Credit Facility in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement” of the 2021 Annual Report. The results of Synzi and SnapMD have been included in the Company’s technology and workforce solutions segment since the date of acquisition. During the second quarter of 2021, $92 was returned to the Company in respect of the final working capital settlement.

The allocation of the $42,148 purchase price, which was reduced by the final working capital settlement and was finalized during the second quarter of 2022, consisted of (1) $2,757 of fair value of tangible assets acquired, which included $884 cash received, (2) $275 of liabilities assumed, (3) $12,440 of identified intangible assets, and (4) $27,226 of goodwill, of which $6,044 is deductible for tax purposes. The fair value of intangible assets primarily includes $10,890 of developed technology and $1,220 of trademarks with a weighted average useful life of approximately seven years.

~~3. REVENUE RECOGNITION~~

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3. REVENUE RECOGNITION

Revenue primarily consists of fees earned from the temporary staffing and permanent placement of healthcare professionals, executives, and leaders (clinical and operational). The Company also generates revenue from technology-enabled services, including language interpretation and vendor management systems, and talent planning and acquisition services, including recruitment process outsourcing. The Company recognizes revenue when control of its services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those services. Revenue from temporary staffing services is recognized as the services are rendered by clinical and non-clinical healthcare 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 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. Revenue from permanent placement and recruitment process outsourcing services is recognized as the services are rendered. Depending on the arrangement, the Company’s technology-enabled service revenue is recognized either as the services are rendered or ratably over the applicable arrangement’s service period.

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.

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 that 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 that 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.

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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:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net income	Net income	$	123,800	$	66,770	$	269,808	$	137,148	Net income	$	60,906	$	123,800	$	145,016	$	269,808

Net income per common share - basic	Net income per common share - basic	$	2.78	$	1.40	$	5.90	$	2.88	Net income per common share - basic	$	1.56	$	2.78	$	3.60	$	5.90
Net income per common share - diluted	Net income per common share - diluted	$	2.77	$	1.39	$	5.87	$	2.86	Net income per common share - diluted	$	1.55	$	2.77	$	3.58	$	5.87

Weighted average common shares outstanding - basic	Weighted average common shares outstanding - basic	44,504		47,659		45,702		47,629		Weighted average common shares outstanding - basic	39,151		44,504		40,258		45,702
Plus dilutive effect of potential common shares	Plus dilutive effect of potential common shares	236		360		270		347		Plus dilutive effect of potential common shares	190		236		196		270
Weighted average common shares outstanding - diluted	Weighted average common shares outstanding - diluted	44,740		48,019		45,972		47,976		Weighted average common shares outstanding - diluted	39,341		44,740		40,454		45,972

Share-based awards to purchase 78 and 227 shares of common stock were not included in the above calculation of diluted net income per common share for the three and six months ended June 30, 2023, respectively, because the effect of these instruments was anti-dilutive. Share-based awards to purchase 60 and 48 shares of common stock were not included in the above calculation of diluted net income per common share for the three and six months ended June 30, 2022, respectively, because the effect of these instruments was anti-dilutive. ~~Share-based awards to purchase 4~~

Accelerated Share Repurchase

On May 8, 2023, the Company entered into an accelerated share repurchase (“ASR”) agreement with a counterparty whereupon the Company prepaid $200,000 and 24received an initial delivery of 1,760 shares of its common stock, ~~were~~which was 80% of the prepayment amount based on a price of $90.89 per share. Under the terms of the ASR, the total number of shares delivered and average price per share will be determined upon settlement based on the volume weighted average price over the term of the ASR agreement, less an agreed upon discount and subject to customary acceleration adjustments. At settlement, the Company may receive additional shares of its common stock or, under certain circumstances, the Company may be required to make a cash payment or deliver shares of its common stock to the counterparty, with the method of settlement at the Company’s election. The final settlement of the ASR will be completed no later than the fourth quarter of 2023, subject to acceleration at the counterparty’s discretion, which could be completed as early as the third quarter of 2023.

During the three months ended June 30, 2023, the prepayment was recognized as a reduction to stockholders’ equity, consisting of (1) an increase in treasury stock, which reflects the fair value of the shares received upon initial delivery, and (2) a reduction in additional paid-in capital, which reflects the pending settlement of the ASR agreement. The effect of the potential share settlement of the ASR agreement was not included in the ~~above~~ calculation of diluted net income per common share for the three and six months ended June 30, ~~2021, respectively,~~2023 because the effect ~~of these instruments~~ was anti-dilutive.

~~Table of Contents~~

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 3three 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 (including international nurse staffing and rapid response nurse staffing), labor disruption staffing, local staffing, international nurse and allied permanent placement, allied 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, virtual care, ~~credentialing solutions,~~ and outsourced solutions 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.

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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 June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Revenue	Revenue									Revenue
Nurse and allied solutions	Nurse and allied solutions	$	1,101,478	$	624,485	$	2,329,517	$	1,281,146	Nurse and allied solutions	$	689,015	$	1,101,478	$	1,513,495	$	2,329,517
Physician and leadership solutions	Physician and leadership solutions	175,697		139,104		355,203		279,860		Physician and leadership solutions	176,229		175,697		341,986		355,203
Technology and workforce solutions	Technology and workforce solutions	149,432		93,856		294,425		182,384		Technology and workforce solutions	126,055		149,432		262,041		294,425
		$	1,426,607	$	857,445	$	2,979,145	$	1,743,390		$	991,299	$	1,426,607	$	2,117,522	$	2,979,145
Segment operating income	Segment operating income									Segment operating income
Nurse and allied solutions	Nurse and allied solutions	$	160,870	$	89,674	$	355,959	$	191,204	Nurse and allied solutions	$	102,993	$	160,870	$	216,438	$	355,959
Physician and leadership solutions	Physician and leadership solutions	19,995		21,849		40,376		43,065		Physician and leadership solutions	26,456		19,995		51,556		40,376
Technology and workforce solutions	Technology and workforce solutions	82,501		42,653		161,381		84,742		Technology and workforce solutions	55,623		82,501		122,633		161,381
		263,366		154,176		557,716		319,011			185,072		263,366		390,627		557,716
Unallocated corporate overhead	Unallocated corporate overhead	38,073		23,627		81,721		51,048		Unallocated corporate overhead	50,357		38,073		81,090		81,721
Depreciation and amortization	Depreciation and amortization	32,274		24,740		62,930		47,994		Depreciation and amortization	36,847		32,274		74,424		62,930
Depreciation (included in cost of revenue)	Depreciation (included in cost of revenue)	973		616		1,827		1,087		Depreciation (included in cost of revenue)	1,387		973		2,644		1,827
Share-based compensation	Share-based compensation	8,513		6,019		19,772		15,306		Share-based compensation	4,818		8,513		15,136		19,772
Interest expense, net, and other	Interest expense, net, and other	10,080		10,111		19,669		19,055		Interest expense, net, and other	12,175		10,080		22,434		19,669
Income before income taxes	Income before income taxes	$	173,453	$	89,063	$	371,797	$	184,521	Income before income taxes	$	79,488	$	173,453	$	194,899	$	371,797

~~Table of Contents~~

The following tables present the Company’s revenue disaggregated by service type. 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 June 30, 2022
Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total
Travel nurse staffing $ 775,668 $ — $ — $ 775,668
Labor disruption services 83,070 — — 83,070
Local staffing 33,394 — — 33,394
Allied staffing 207,309 — — 207,309
Locum tenens staffing — 105,936 — 105,936
Interim leadership staffing — 47,606 — 47,606
Temporary staffing 1,099,441 153,542 — 1,252,983
Permanent placement 2,037 22,155 — 24,192
Language services — — 53,291 53,291
Vendor management systems — — 75,144 75,144
Other technologies — — 6,839 6,839
Technology-enabled services — — 135,274 135,274
Talent planning and acquisition — — 14,158 14,158
Total revenue $ 1,101,478 $ 175,697 $ 149,432 $ 1,426,607

Three Months Ended June 30, 2021
Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total
Travel nurse staffing $ 457,551 $ — $ — $ 457,551
Labor disruption services 1,934 — — 1,934
Local staffing 29,975 — — 29,975
Allied staffing 135,025 — — 135,025
Locum tenens staffing — 77,841 — 77,841
Interim leadership staffing — 43,911 — 43,911
Temporary staffing 624,485 121,752 — 746,237
Permanent placement — 17,352 — 17,352
Language services — — 45,566 45,566
Vendor management systems — — 30,818 30,818
Other technologies — — 7,852 7,852
Technology-enabled services — — 84,236 84,236
Talent planning and acquisition — — 9,620 9,620
Total revenue $ 624,485 $ 139,104 $ 93,856 $ 857,445

~~Table of Contents~~

Six Months Ended June 30, 2022
Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total
Travel nurse staffing $ 1,745,777 $ — $ — $ 1,745,777
Labor disruption services 83,070 — — 83,070
Local staffing 77,451 — — 77,451
Allied staffing 421,182 — — 421,182
Locum tenens staffing — 218,608 — 218,608
Interim leadership staffing — 91,960 — 91,960
Temporary staffing 2,327,480 310,568 — 2,638,048
Permanent placement 2,037 44,635 — 46,672
Language services — — 102,529 102,529
Vendor management systems — — 150,166 150,166
Other technologies — — 14,497 14,497
Technology-enabled services — — 267,192 267,192
Talent planning and acquisition — — 27,233 27,233
Total revenue $ 2,329,517 $ 355,203 $ 294,425 $ 2,979,145

Six Months Ended June 30, 2021
Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total
Travel nurse staffing $ 955,826 $ — $ — $ 955,826
Labor disruption services 2,553 — — 2,553
Local staffing 57,660 — — 57,660
Allied staffing 265,107 — — 265,107
Locum tenens staffing — 164,196 — 164,196
Interim leadership staffing — 82,770 — 82,770
Temporary staffing 1,281,146 246,966 — 1,528,112
Permanent placement — 32,894 — 32,894
Language services — — 86,571 86,571
Vendor management systems — — 62,619 62,619
Other technologies — — 13,972 13,972
Technology-enabled services — — 163,162 163,162
Talent planning and acquisition — — 19,222 19,222
Total revenue $ 1,281,146 $ 279,860 $ 182,384 $ 1,743,390

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

Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total
Balance, January 1, 2022 $ 339,015 $ 152,800 $ 400,526 $ 892,341
Goodwill adjustment for Synzi and SnapMD acquisition — — 33 33
Goodwill from Connetics acquisition 43,301 — — 43,301
Balance, June 30, 2022 $ 382,316 $ 152,800 $ 400,559 $ 935,675
Accumulated impairment loss as of December 31, 2021 and June 30, 2022 $ 154,444 $ 60,495 $ — $ 214,939


	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Balance, January 1, 2023	$	382,005	$	152,800	$	400,559	$	935,364


Goodwill adjustment for Connetics acquisition	415		—		—		415

Balance, June 30, 2023	$	382,420	$	152,800	$	400,559	$	935,779
Accumulated impairment loss as of December 31, 2022 and June 30, 2023	$	154,444	$	60,495	$	—	$	214,939

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Disaggregation of Revenue

The following tables present the Company’s revenue disaggregated by service type:


	Three Months Ended June 30, 2023
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Travel nurse staffing	$	477,209	$	—	$	—	$	477,209
Labor disruption services	5,036		—		—		5,036
Local staffing	18,775		—		—		18,775
Allied staffing	182,212		—		—		182,212
Locum tenens staffing	—		121,912		—		121,912
Interim leadership staffing	—		36,401		—		36,401
Temporary staffing	683,232		158,313		—		841,545
Permanent placement	5,783		17,916		—		23,699
Language services	—		—		63,650		63,650
Vendor management systems	—		—		46,554		46,554
Other technologies	—		—		5,792		5,792
Technology-enabled services	—		—		115,996		115,996
Talent planning and acquisition	—		—		10,059		10,059
Total revenue	$	689,015	$	176,229	$	126,055	$	991,299


	Three Months Ended June 30, 2022
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Travel nurse staffing	$	775,668	$	—	$	—	$	775,668
Labor disruption services	83,070		—		—		83,070
Local staffing	33,394		—		—		33,394
Allied staffing	207,309		—		—		207,309
Locum tenens staffing	—		105,936		—		105,936
Interim leadership staffing	—		47,606		—		47,606
Temporary staffing	1,099,441		153,542		—		1,252,983
Permanent placement	2,037		22,155		—		24,192
Language services	—		—		53,291		53,291
Vendor management systems	—		—		75,144		75,144
Other technologies	—		—		6,839		6,839
Technology-enabled services	—		—		135,274		135,274
Talent planning and acquisition	—		—		14,158		14,158
Total revenue	$	1,101,478	$	175,697	$	149,432	$	1,426,607

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	Six Months Ended June 30, 2023
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Travel nurse staffing	$	1,069,886	$	—	$	—	$	1,069,886
Labor disruption services	10,738		—		—		10,738
Local staffing	44,047		—		—		44,047
Allied staffing	378,337		—		—		378,337
Locum tenens staffing	—		228,615		—		228,615
Interim leadership staffing	—		76,643		—		76,643
Temporary staffing	1,503,008		305,258		—		1,808,266
Permanent placement	10,487		36,728		—		47,215
Language services	—		—		125,326		125,326
Vendor management systems	—		—		100,727		100,727
Other technologies	—		—		13,139		13,139
Technology-enabled services	—		—		239,192		239,192
Talent planning and acquisition	—		—		22,849		22,849
Total revenue	$	1,513,495	$	341,986	$	262,041	$	2,117,522


	Six Months Ended June 30, 2022
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Travel nurse staffing	$	1,745,777	$	—	$	—	$	1,745,777
Labor disruption services	83,070		—		—		83,070
Local staffing	77,451		—		—		77,451
Allied staffing	421,182		—		—		421,182
Locum tenens staffing	—		218,608		—		218,608
Interim leadership staffing	—		91,960		—		91,960
Temporary staffing	2,327,480		310,568		—		2,638,048
Permanent placement	2,037		44,635		—		46,672
Language services	—		—		102,529		102,529
Vendor management systems	—		—		150,166		150,166
Other technologies	—		—		14,497		14,497
Technology-enabled services	—		—		267,192		267,192
Talent planning and acquisition	—		—		27,233		27,233
Total revenue	$	2,329,517	$	355,203	$	294,425	$	2,979,145

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6. NOTES PAYABLE AND CREDIT AGREEMENT

On February 10, 2023, the Company entered into the third amendment to its credit agreement (the “Third Amendment”). The Third Amendment provides for, among other things, the following: (i) an extension of the maturity date of the secured revolving credit facility (the “Senior Credit Facility”) to February 10, 2028, (ii) an increase of the revolving commitments to $750,000, and (iii) a transition from LIBOR to a SOFR-based interest rate. The obligations of the Company under the amended credit agreement are secured by substantially all of the assets of the Company. Additional information regarding the credit agreement, Senior Credit Facility and Third Amendment is disclosed in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement” of the 2022 Annual Report.

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 (3), Fair Value Measurement” of the ~~2021~~2022 Annual Report. The Company has not changed the valuation techniques or inputs it uses for its fair value measurement during the six months ended June 30, ~~2022.~~2023.

Assets and Liabilities Measured on a Recurring Basis

The Company invests a portion of its cash and cash equivalents in non-federally insured 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 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 include commercial paper ~~that~~and corporate bonds. The commercial paper is measured at observable market prices for identical securities that are traded in less active markets, which are Level 2 inputs. The Company’s cash equivalents also include commercial paper classified as Level 2 in the fair value hierarchy. Of the $28,702 commercial paper issued and outstanding as of June 30, 2022, none had original maturities greater than three months and were considered available-for-sale securities. As of December 31, 2021, the Company had $80,596 commercial paper issued and outstanding, of which none had original maturities greater than three months and were considered available-for-sale securities.

~~The Company’s restricted cash equivalents and investments that serve as collateral for the Company’s captive insurance company also include~~ corporate bonds ~~that~~ are measured using readily available pricing sources that utilize observable market data, including the current interest rate for comparable instruments, which are Level 2 inputs. AsThe following table presents the fair value of ~~June 30, 2022, the Company had $28,201~~commercial paper and corporate bonds issued and outstanding, all of which had original maturities greater than three months and were considered available-for-sale securities. As of December 31, 2021, the Company had $29,159 corporate bonds issued and outstanding, of which $27,958 had original maturities greater than three months and were considered available-for-sale securities.outstanding:


	As of June 30, 2023		As of December 31, 2022
Commercial paper	$	40,495	$	31,536
Corporate bonds	—		—
Total classified as restricted cash equivalents	$	40,495	$	31,536
Commercial paper	$	—	$	—
Corporate bonds	18,199		25,095
Total classified as restricted investments	$	18,199	$	25,095

The Company’s contingent consideration liabilities associated with acquisitions 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~~table presents 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 June 30, 2022
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 $ 609 $ 609 $ — $ —
Deferred compensation (117,311) (117,311) — —
Corporate bonds 28,201 — 28,201 —
Commercial paper 28,702 — 28,702 —
Acquisition contingent consideration liabilities (8,580) — — (8,580)

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		Fair Value Measurements as of December 31, 2021									Fair Value Measurements as of June 30, 2023								Fair Value Measurements as of December 31, 2022
		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets (Liabilities)										Assets (Liabilities)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Money market funds	Money market funds	$	91,454	$	91,454	$	—	$	—	Money market funds	$	649	$	—	$	—	$	649	$	36,895	$	—	$	—	$	36,895
Deferred compensation	Deferred compensation	(119,617)		(119,617)		—		—		Deferred compensation	(150,339)		—		—		(150,339)		(128,465)		—		—		(128,465)
Corporate bonds	Corporate bonds	29,159		—		29,159		—		Corporate bonds	—		18,199		—		18,199		—		25,095		—		25,095
Commercial paper	Commercial paper	80,596		—		80,596		—		Commercial paper	—		40,495		—		40,495		—		31,536		—		31,536

Acquisition contingent consideration liabilities										Acquisition contingent consideration liabilities	—		—		(7,500)		(7,500)		—		—		(5,070)		(5,070)

~~Level 3 Information~~

~~The following tables set forth a reconciliation of changes in the fair value of contingent consideration liabilities classified as Level 3 in the fair value hierarchy:~~
2022 2021
Balance as of April 1, $ — $ —
Contingent consideration liability from Connetics acquisition on May 13, 2022 (8,000) —
Change in fair value of contingent consideration liability from Connetics acquisition (580) —
Balance as of June 30, $ (8,580) $ —
2022 2021
Balance as of January 1, $ — $ (8,000)
Settlement of b4health contingent consideration liability for year ended December 31, 2020 — 8,000
Contingent consideration liability from Connetics acquisition on May 13, 2022 (8,000) —
Change in fair value of contingent consideration liability from Connetics acquisition (580) —
Balance as of June 30, $ (8,580) $ —

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 indicate that 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, and other information available to the Company such as the rights and obligations of the securities. 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 balance of the equity investment was ~~$22,633~~$19,204 as of both June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

There were no ~~triggering events identified, no indication of impairment of the Company’s goodwill, indefinite-lived intangible assets, long-lived assets, or equity investments, and no~~material impairment charges recorded during the six months ended June 30, ~~2022~~2023 and ~~2021.~~2022.

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Fair Value of Financial Instruments

The 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 due 2027 (the “2027 Notes”) and 4.000% senior notes due 2029 (the “2029 Notes”) was estimated using quoted market prices in active markets for identical liabilities, which are Level 1 inputs. The carrying amounts and estimated fair value of the 2027 Notes and the 2029 Notes are presented in the following table. See additional information regarding the 2027 Notes and the 2029 Notes in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement” of the ~~2021~~2022 Annual Report.


		As of June 30, 2022				As of December 31, 2021					As of June 30, 2023				As of December 31, 2022
		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value			Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
2027 Notes	2027 Notes	$	500,000	$	456,250	$	500,000	$	517,500	2027 Notes	$	500,000	$	461,250	$	500,000	$	460,000
2029 Notes	2029 Notes	350,000		294,875		350,000		353,500		2029 Notes	350,000		305,375		350,000		300,125

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 June 30, ~~2022,~~2023, the Company is no longer subject to state, local or foreign examinations by tax authorities for tax years before 2011, and the Company is no longer subject to U.S. federal income or payroll tax examinations for tax years before ~~2018.~~2019.

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The Company believes its liability 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.

The Company deferred payment of the employer’s share of payroll taxes of $48,452. Approximately half of such taxes was paid during 2021 and the other half is to be paid by the end of 2022, which is included in accrued compensation and benefits in the consolidated balance sheets as of both June 30, 2022 and December 31, 2021. The Company claimed an employee retention tax credit of $1,756.

8.9. 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, compensation, contract, competitor disputes and employee-related matters and include individual and 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.

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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. 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, 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 August 26, 2021, the Company filed a Petition for Writ of Certiorari in the United States Supreme Court seeking review of the Ninth Circuit’s decision, which was denied on December 13, 2021. ~~This case~~The Company has reached an agreement to settle this matter in its entirety and is ~~proceeding in~~awaiting court approval. Accordingly, the ~~United States District Court.~~

Company has recorded an accrual for this matter amounting to $62,000.

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 Company ~~has~~ reached an agreement to settle this matter in its entirety and ~~is awaiting~~received court ~~approval. Final~~ approval of the ~~settlement is expected~~settlement. Payment was made in ~~late 2022 or early~~the second quarter of 2023.

Because of the inherent uncertainty of litigation, the Company is not able to reasonably predict if any matter will be resolved in a manner that is materially adverse to the Company. The Company has recorded accruals in connection with the matters described above amounting to $37,225. The Company is currently unable to estimate the possible loss or range of loss beyond amounts already accrued. Loss contingencies accrued as of both June 30, ~~2022~~2023 and December 31, ~~2021~~2022 are included in accounts payable and accrued expenses and other long-term liabilities in the consolidated balance sheets.

Operating Leases

In the first quarter of 2022, the Company entered into a lease agreement for an office building located in Dallas, Texas, with future undiscounted lease payments of approximately $29,514, excluding lease incentives. ~~Because the Company does not control the underlying asset during the construction period, the Company is not considered the owner of the asset under construction for accounting purposes.~~ The lease ~~will commence~~commenced upon substantial completion of the construction of the office building ~~which is expected be~~ in ~~the first quarter of~~June 2023. The initial term of the lease is approximately eleven years with options to renew ~~the lease~~ during the lease term. AThe Company recognized a right-of-use asset and operating lease liability ~~will be recognized in~~of $15,782 and $22,713, respectively, at lease commencement, which reflects the ~~consolidated balance sheet in the period the~~utilization of a tenant improvement allowance of $6,931 accounted for as a lease ~~commences.~~incentive.

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9.10. BALANCE SHEET DETAILS

The consolidated balance sheets detail is as follows:


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Other current assets:	Other current assets:					Other current assets:
Restricted cash and cash equivalents	Restricted cash and cash equivalents	$	31,041	$	29,262	Restricted cash and cash equivalents	$	15,992	$	37,225
Income taxes receivable	Income taxes receivable	1,022		—		Income taxes receivable	—		8,875
Other	Other	22,261		37,568		Other	18,109		19,937
Other current assets	Other current assets	$	54,324	$	66,830	Other current assets	$	34,101	$	66,037

Prepaid expenses:
Prepaid payroll deposits		$	10,733	$	60,014
Other		16,697		12,446
Prepaid expenses		27,430		72,460

Fixed assets:	Fixed assets:					Fixed assets:
Furniture and equipment	Furniture and equipment	$	44,352	$	43,134	Furniture and equipment	$	61,042	$	51,408
Software	Software	293,631		265,137		Software	353,379		323,418
Leasehold improvements	Leasehold improvements	2,891		8,797		Leasehold improvements	13,146		2,067
		340,874		317,068			427,567		376,893
Accumulated depreciation	Accumulated depreciation	(204,384)		(189,954)		Accumulated depreciation	(250,150)		(227,617)
Fixed assets, net	Fixed assets, net	$	136,490	$	127,114	Fixed assets, net	$	177,417	$	149,276

Other assets:	Other assets:					Other assets:
Life insurance cash surrender value	Life insurance cash surrender value	$	107,641	$	115,095	Life insurance cash surrender value	$	148,089	$	117,139
Operating lease right-of-use assets						Operating lease right-of-use assets	30,080		16,266
Other	Other	40,929		41,575		Other	41,612		38,611
Other assets	Other assets	$	148,570	$	156,670	Other assets	$	219,781	$	172,016

Accounts payable and accrued expenses:	Accounts payable and accrued expenses:					Accounts payable and accrued expenses:
Trade accounts payable	Trade accounts payable	$	85,863	$	77,325	Trade accounts payable	$	54,531	$	78,057
Subcontractor payable	Subcontractor payable	263,582		261,689		Subcontractor payable	168,090		295,259
Accrued expenses	Accrued expenses	80,216		61,220		Accrued expenses	78,332		73,885
Loss contingencies	Loss contingencies	10,774		10,400		Loss contingencies	10,976		14,638
Professional liability reserve	Professional liability reserve	6,723		7,127		Professional liability reserve	7,652		7,756
Other	Other	11,827		7,496		Other	7,957		6,857
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	458,985	$	425,257	Accounts payable and accrued expenses	$	327,538	$	476,452

Accrued compensation and benefits:	Accrued compensation and benefits:					Accrued compensation and benefits:
Accrued payroll	Accrued payroll	$	137,063	$	98,817	Accrued payroll	$	55,662	$	63,857
Accrued bonuses and commissions	Accrued bonuses and commissions	120,272		105,155		Accrued bonuses and commissions	28,113		96,760
Accrued travel expense		2,964		3,058
Health insurance reserve		6,739		6,041

Workers compensation reserve	Workers compensation reserve	12,051		12,384		Workers compensation reserve	12,294		12,113
Deferred compensation	Deferred compensation	117,311		119,617		Deferred compensation	150,339		128,465
Other	Other	19,975		9,309		Other	15,221		32,049
Accrued compensation and benefits	Accrued compensation and benefits	$	416,375	$	354,381	Accrued compensation and benefits	$	261,629	$	333,244

Other current liabilities:	Other current liabilities:					Other current liabilities:

Acquisition related liabilities						Acquisition related liabilities	$	7,500	$	5,070
Income taxes payable	Income taxes payable	—		21,162		Income taxes payable	46,675		—
Client deposits	Client deposits	56,159		141,102		Client deposits	1,938		21,466
Operating lease liabilities						Operating lease liabilities	8,603		8,090
Deferred revenue						Deferred revenue	12,390		11,825
Other	Other	2,489		155		Other	7,442		1,786
Other current liabilities	Other current liabilities	$	58,648	$	162,419	Other current liabilities	$	84,548	$	48,237

Other long-term liabilities:						Other long-term liabilities:
Workers compensation reserve						Workers compensation reserve	$	22,593	$	23,841
Professional liability reserve						Professional liability reserve	37,290		36,214

Operating lease liabilities						Operating lease liabilities	30,233		9,360

Other						Other	72,932		51,151
Other long-term liabilities						Other long-term liabilities	$	163,048	$	120,566

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June 30, 2022 December 31, 2021
Other long-term liabilities:
Workers compensation reserve $ 24,471 $ 24,130
Professional liability reserve 34,068 34,544
Unrecognized tax benefits 4,731 4,633
Acquisition related liabilities 8,580 —
Other 33,797 33,682
Other long-term liabilities $ 105,647 $ 96,989

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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, ~~2021,~~2022, filed with the Securities and Exchange Commission (“SEC”) on February ~~24,~~ 22, 2023 (“2022 ~~(“2021~~ 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 organizations across the nation. As an innovative total talent solutions partner, our managed services programs, or “MSP,” vendor management systems, or “VMS,” workforce consulting services, predictive modeling, staff scheduling, ~~credentialing services,~~ revenue cycle solutions, language services, and the placement of physicians, nurses, allied healthcare professionals and healthcare 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.

We conduct business through three reportable segments: (1) nurse and allied solutions, (2) physician and leadership solutions, and (3) technology and workforce solutions. For the three months ended June 30, ~~2022,~~2023, we recorded revenue of ~~$1,426.6~~$991.3 million, as compared to ~~$857.4~~$1,426.6 million for the same period last year. For the six months ended June 30, ~~2022,~~2023, we recorded revenue of ~~$2,979.1~~$2,117.5 million, as compared to ~~$1,743.4~~$2,979.1 million for the same period last year.

Nurse and allied solutions segment revenue comprised ~~78%~~72% and ~~74%~~78% of total consolidated revenue for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, 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 and permanent nursing and allied staffing needs of a client. We also provide revenue cycle solutions, which include skilled labor solutions for remote medical coding, clinical documentation improvement, case management, and clinical data registry, and provide auditing and advisory services. A majority of our placements in this segment are under our managed services solution, however, we also provide traditional direct nurse and allied healthcare staffing solutions of variable assignment lengths.

Physician and leadership solutions segment revenue comprised ~~12%~~16% and ~~16%~~12% of total consolidated revenue for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Through our physician and leadership solutions segment, we place physicians of all specialties, as well as dentists and advanced practice providers, with clients on a temporary basis, generally as independent contractors. We also recruit physicians and healthcare leaders for permanent placement and place interim leaders and executives across all healthcare settings. The interim healthcare leaders and executives we place are typically placed on contracts with assignment lengths ranging from a few days to one year, and a growing number of these placements are under our managed services solution.

Technology and workforce solutions segment revenue comprised 12% and 10% of total consolidated revenue for both of the six months ended June 30, 2023 and 2022, ~~and 2021.~~respectively. Through our technology and workforce solutions segment, we provide hospitals and other healthcare facilities with a range of workforce solutions, including: (1) language services, (2) software-as-a-service (“SaaS”) VMS technologies through which our clients can manage their temporary staffing needs, (3) workforce optimization services that include consulting, data analytics, predictive modeling, and SaaS-based scheduling technology, (4) 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, and (5) virtual care ~~services, and (6) credentialing~~ services.

As part of our long-term growth strategy to add value for our clients, healthcare professionals, and shareholders, on May 13, 2022 and April 7, 2021, we acquired Connetics and Synzi (including its wholly-owned subsidiary SnapMD), respectively. Connetics specializes in the direct hire recruitment and permanent placement of international nurse and allied health professionals with healthcare facilities in the United States. 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.”

Operating Metrics

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In addition to our consolidated and segment financial results, we monitor the following key metrics to help us evaluate our results of operations and financial condition and make strategic decisions. We believe this information is useful in understanding our operational performance and trends affecting our businesses.

•Average travelers on assignment represents the average number of nurse and allied healthcare professionals on assignment during the period, which is used by management as a measure of volume in our nurse and allied solutions segment;

•Bill rates represent the hourly straight-time rates that we bill to clients, which are an indicator of labor market trends and costs within our nurse and allied solutions segment;

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•Billable hours represent hours worked by our healthcare professionals that we are able to bill on client engagements, which are used by management as a measure of volume in our nurse and allied solutions segment;

•Days filled is calculated by dividing total locum tenens hours filled during the period by eight hours, which is used by management as a measure of volume in our locum tenens business within our physician and leadership solutions segment; and

•Revenue per day filled is calculated by dividing revenue of our locum tenens business by days filled for the period, which is an indicator of labor market trends and costs in our locum tenens business within our physician and leadership solutions segment.

Recent Trends

Demand for our temporary and permanent placement staffing services is driven in part by U.S. economic and labor trends, and ~~since~~from early 2020 through ~~present,~~2022, the COVID-19 pandemic and the “Great Resignation” ~~have~~ impacted demand. ~~Since~~From late 2020 ~~we have been experiencing~~through most of 2022, these conditions resulted in historically high demand for our nurses and allied healthcare ~~professionals~~professionals. In 2023, with the pandemic easing, demand in our travel nurse business has declined significantly from historic highs and, ~~demand across all segments and business lines is above pre-COVID-19 levels.~~

~~Our clients continue to face labor shortages resulting~~while we did see an increase from ~~burnout, attrition, and retirements, resulting in high demand levels across our nurse and allied solutions segment. After another COVID-related surge in~~the end of the first quarter ~~travel nurse~~of 2023, demand ~~is approaching new normal levels, though still above~~in the second quarter remained below pre-pandemic levels. Demand in our allied ~~staffing division declined from~~business continues to be above pre-pandemic levels and certain specialties such as therapy are up significantly year over year. Healthcare organizations have hired permanent staff aggressively, enabling them to reduce what had been historically high utilization of contingent labor. Our clients have accelerated initiatives designed to contain costs of their spend on contingent labor, and we have a number of clients that are reevaluating their approach and seeking more sustainable workforce solutions. However, our clients are still dealing with significant labor shortages as their progress on permanent hiring and retention has only partly resolved the ~~all-time~~ high ~~in the first quarter,~~levels of vacancies and ~~remains strong and well-above pre-pandemic levels. The wages~~staff attrition.

Wages for nurses and the corresponding bill rates we charge our clients peaked in the first quarter of ~~2022 due to the higher demand amidst a clinical labor shortage and our clients’ need to frequently fill positions quickly.~~2022. Bill rates in our nurse and ~~clinician compensation declined~~allied solutions segment decreased year over year and quarter over quarter in the second quarter ~~but remain well above pre-pandemic levels.~~of 2023. After the pandemic, our clients have significantly fewer surprise vacancies, and most of the bill rate decrease reflects less urgent needs. We expect bill rates and clinician compensation to ~~decline further in the third quarter~~stabilize and ~~stabilize well~~remain above pre-pandemic levels ~~as we exit 2022.~~

in 2023.

In our physician and leadership solutions segment, demand recovered in the first quarter of 2022 and exceeds pre-pandemic levels. Compared to the first quarter of 2022, we saw a decline in COVID-19 project demand, which was partially offset by strong core demand for our locum tenens ~~and~~business is well above pre-pandemic levels. We have seen several years of growth in certified registered nurse anesthetists (CRNAs), the specialty that represents the largest percentage of revenue in this business. In recent quarters, we have also seen an uptick in demand for anesthesiologists. We expect strong demand for locum tenens staffing to continue in the third quarter of 2023. Demand was lower for our interim leadership ~~businesses. Longer term, we expect continued strong demand resulting from an increased level~~and search businesses in the second quarter of ~~burnout and turnover of~~2023 as some healthcare organizations streamlined leadership ~~roles.~~

roles, deferred hiring decisions, or moved to build out their internal talent acquisition teams.

In our technology and workforce solutions segment, our language services business continued to experience increased utilization ~~due to a~~and shift to more virtual ~~interpretation during the pandemic and labor shortages. Bill~~interpretation. This year, we have seen significant margin compression from competitive pressures. As anticipated, bill rates and volumes ~~declined~~ in our VMS business ~~after another COVID surge~~followed similar trends as our nurse and allied solutions segment, declining from historic highs. We anticipate our VMS business to continue to trend along the same lines as our nurse and allied solutions segment with bill rates stabilizing in ~~the first quarter, but still remained well~~2023 above pre-pandemic levels. ~~We anticipate bill rates will continue to decline in the third quarter before stabilizing well above pre-pandemic levels towards the end of 2022.~~

The demand for our recruitment process outsourcing services remained strong as clients look for solutions to help address the increased labor shortages and the need to address vacancies in their permanent roles and challenges with staffing their internal recruiting teams. We expect an elevated level of demand to continue in the current constrained labor market.

As our businesses have continued to grow, we have increased our sales and operations workforce to support our clients and healthcare professionals. We have also increased spending to support our current team members and retain talent.

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, contingent consideration (“earn-out”) liabilities associated with acquisitions, 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

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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 Standard Update (“ASU”) described in the accompanying Note (1), “Basis of Presentation,” as compared to the critical accounting policies and estimates described in our ~~2021~~2022 Annual Report.

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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) physician and leadership solutions, and (3) technology and workforce solutions. The Connetics ~~and Synzi acquisitions impact~~acquisition impacts the comparability of the results between the three and six months ended June 30, ~~2022~~2023 and ~~2021, depending on~~2022. See additional information in the ~~timing of the applicable acquisition.~~accompanying Note (2), “Acquisitions.” Our historical results are not necessarily indicative of our future results of operations.


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Unaudited Condensed Consolidated Statements of Operations:	Unaudited Condensed Consolidated Statements of Operations:									Unaudited Condensed Consolidated Statements of Operations:
Revenue	Revenue	100.0	%	100.0	%	100.0	%	100.0	%	Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue	Cost of revenue	67.7		67.3		67.9		67.3		Cost of revenue	66.7		67.7		67.0		67.9
Gross profit	Gross profit	32.3		32.7		32.1		32.7		Gross profit	33.3		32.3		33.0		32.1
Selling, general and administrative	Selling, general and administrative	17.1		18.3		16.9		18.2		Selling, general and administrative	20.4		17.1		19.2		16.9
Depreciation and amortization	Depreciation and amortization	2.3		2.8		2.1		2.8		Depreciation and amortization	3.7		2.3		3.5		2.1
Income from operations	Income from operations	12.9		11.6		13.1		11.7		Income from operations	9.2		12.9		10.3		13.1
Interest expense, net, and other	Interest expense, net, and other	0.7		1.2		0.6		1.1		Interest expense, net, and other	1.2		0.7		1.1		0.6
Income before income taxes	Income before income taxes	12.2		10.4		12.5		10.6		Income before income taxes	8.0		12.2		9.2		12.5
Income tax expense	Income tax expense	3.5		2.6		3.4		2.7		Income tax expense	1.9		3.5		2.4		3.4
Net income	Net income	8.7	%	7.8	%	9.1	%	7.9	%	Net income	6.1	%	8.7	%	6.8	%	9.1	%

Comparison of Results for the Three Months Ended June 30, ~~2022~~2023 to the Three Months Ended June 30, ~~2021~~2022

Revenue. Revenue ~~increased 66%~~decreased 31% to ~~$1,426.6~~$991.3 million for the three months ended June 30, ~~2022~~2023 from ~~$857.4~~$1,426.6 million for the same period in ~~2021,~~2022, primarily attributable to ~~higher organic~~declines in revenue ~~across~~in our nurse and allied solutions and technology and workforce solutions segments.

Nurse and allied solutions segment revenue ~~increased 76%~~decreased 37% to ~~$1,101.5~~$689.0 million for the three months ended June 30, ~~2022~~2023 from ~~$624.5~~$1,101.5 million for the same period in ~~2021.~~2022. The ~~$477.0~~$412.5 million ~~increase~~decrease was primarily attributable to an approximately 19% decrease in the average bill rate, a ~~31% increase~~17% decrease in the average number of travelers on assignment, ~~an approximately 31% increase~~a 3% decrease in ~~the average bill rate,~~billable hours, and an approximately ~~$81.0~~$78.0 million ~~increase~~decrease in labor disruption revenue during the three months ended June 30, ~~2022. The overall increase was partially offset by a 3% decrease in billable hours.~~2023.

Physician and leadership solutions segment revenue increased ~~26%~~slightly to ~~$175.7~~$176.2 million for the three months ended June 30, ~~2022~~2023 from ~~$139.1~~$175.7 million for the same period in ~~2021.~~2022. The ~~$36.6~~$0.5 million increase was ~~primarily~~ attributable to ~~growth across businesses within the segment.~~higher revenue in our locum tenens business, partially offset by lower revenue in our interim leadership, physician permanent placement and executive search businesses. Revenue in our locum tenens business grew approximately ~~36%~~15% during the three months ended June 30, ~~2022~~2023 primarily due to a ~~25%~~14% increase in the revenue per day filled and a 1% increase in the number of days ~~filled and a 9% increase in the revenue per day~~ filled. ~~This growth was driven by a return in core demand and volume.~~ Our interim leadership business experienced ~~an approximately 8% growth, while~~a 24% decline and our physician permanent placement and executive search businesses ~~grew 28%~~declined 19% during the three months ended June 30, ~~2022.~~2023, primarily due to lower demand.

Technology and workforce solutions segment revenue ~~increased 59%~~decreased 16% to ~~$149.4~~$126.1 million for the three months ended June 30, ~~2022~~2023 from ~~$93.9~~$149.4 million for the same period in ~~2021.~~2022. The ~~$55.5~~$23.3 million ~~increase~~decrease was primarily attributable to a decline within our VMS business, partially offset by growth within our ~~VMS,~~ language services ~~and outsourced solutions businesses.~~business. Revenue ~~growth~~ for our VMS business declined 38% for the same reasons as nurse and allied solutions segment revenue, while our language services ~~businesses was 144% and 17%, respectively,~~business grew 19% during the three months ended June 30, ~~2022.~~2023.

For the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, revenue under our MSP arrangements comprised approximately ~~60%~~54% and ~~58%~~60% of our consolidated revenue, ~~75%~~73% and 75% of our nurse and allied solutions segment revenue, ~~17%~~21% and ~~15%~~17% of our physician and leadership solutions segment revenue, and 1%2% and 2%1% of our technology and workforce solutions segment revenue, respectively.

Gross Profit. Gross profit decreased 28% to $330.3 million for the three months ended June 30, 2023 from $460.2 million for the same period in 2022, representing gross margins of 33.3% and 32.3%, respectively. The increase in consolidated gross

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~~Gross Profit~~. Gross profit increased 64% to $460.2 million for the three months ended June 30, 2022 from $280.5 million for the same period in 2021, representing gross margins of 32.3% and 32.7%, respectively. The decline in consolidated gross margin for the three months ended June 30, ~~2022,~~2023, as compared to the same period in ~~2021,~~2022, was primarily due to (1) a change in sales mix resulting from lower revenue in our nurse and allied solutions segment and (2) a higher margin in our nurse and allied solutions segment driven by ~~higher clinician compensation and~~ a ~~decrease in billable hours, (2) a change in sales~~revenue mix resulting from higher revenue in our nurse and allied solutions segment, and (3) a lower margin in our physician and leadership solutions segment driven by higher clinician compensation and a change in specialty mix in our locum tenens business.shift within the segment. The overall ~~decline~~increase was partially offset by a ~~higher~~lower margin in our technology and workforce solutions segment primarily due to a change in sales mix resulting from ~~increased~~lower revenue in our VMS business and its higher margins as compared to our other businesses within the segment. Gross margin by reportable segment for the three months ended June 30, 2023 and 2022 was 26.7% and ~~2021 was~~ 25.7% ~~and 26.6%~~ for nurse and allied solutions, ~~34.2%~~35.1% and ~~36.6%~~34.2% for physician and leadership solutions, and ~~78.3%~~66.7% and ~~67.7%~~78.3% for technology and workforce solutions, respectively.

Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses were ~~$244.4~~$201.8 million, representing ~~17.1%~~20.4% of revenue, for the three months ended June 30, ~~2022,~~2023, as compared to ~~$156.6~~$244.4 million, representing ~~18.3%~~17.1% of revenue, for the same period in ~~2021.~~2022. The ~~increase~~decrease in SG&A expenses was primarily due to ~~higher~~$53.7 million of lower employee compensation and benefits (inclusive of share-based compensation), partially offset by a $18.3 million increase in professional services, legal and other ~~expenses associated with our revenue growth.~~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 June 30,					Three Months Ended June 30,
		2022		2021			2023		2022
Nurse and allied solutions	Nurse and allied solutions	$	122,426	$	76,487	Nurse and allied solutions	$	81,207	$	122,426
Physician and leadership solutions	Physician and leadership solutions	40,010		29,014		Physician and leadership solutions	35,487		40,010
Technology and workforce solutions	Technology and workforce solutions	35,408		21,482		Technology and workforce solutions	29,902		35,408
Unallocated corporate overhead	Unallocated corporate overhead	38,073		23,627		Unallocated corporate overhead	50,357		38,073
Share-based compensation	Share-based compensation	8,513		6,019		Share-based compensation	4,818		8,513
		$	244,430	$	156,629		$	201,771	$	244,430

Depreciation and Amortization Expenses. Amortization expense increased ~~29%~~9% to ~~$20.4~~$22.1 million for the three months ended June 30, ~~2022~~2023 from ~~$15.8~~$20.4 million for the same period in ~~2021,~~2022, primarily attributable to (1) the ~~assignment~~reduction of useful lives toof certain ~~tradenames and trademarks~~staffing database intangible assets ~~that were previously not subject to amortization effective December 31, 2021~~ and (2) additional amortization ~~expenses~~expense related to the intangible assets acquired in the Connetics acquisition. Depreciation expense (exclusive of depreciation included in cost of revenue) increased ~~35%~~23% to ~~$12.0~~$14.7 million for the three months ended June 30, ~~2022~~2023 from ~~$8.9~~$12.0 million for the same period in ~~2021,~~2022, 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 systems. Additionally, ~~$1.0~~$1.4 million and ~~$0.6~~$1.0 million of depreciation expense for our language services business is included in cost of revenue for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Interest Expense, Net, and Other. Interest expense, net, and other was ~~$10.1~~$12.2 million during the three months ended June 30, ~~2022~~2023 as compared to $10.1 million for the same period in ~~2021.~~2022. The ~~slight decrease~~increase was primarily due to a ~~lower~~higher average debt outstanding balance during the three months ended June 30, ~~2022, which resulted from repayments of our credit facilities.~~2023.

Income Tax Expense. Income tax expense was ~~$49.7~~$18.6 million for the three months ended June 30, ~~2022~~2023 as compared to ~~$22.3~~$49.7 million for the same period in ~~2021,~~2022, reflecting effective income tax rates of ~~29%~~23% and ~~25%~~29% for these periods, respectively. The ~~increase~~decrease in the effective income tax rate was primarily attributable to the recognition of ~~$4.1~~$3.5 million of net discrete tax ~~expense for fair value changes in the cash surrender value of our Company Owned Life Insurance (“COLI”)~~benefits during the three months ended June 30, ~~2022~~2023 compared to a ~~$1.1~~$2.7 million net discrete tax ~~benefit for COLI recognized~~expense during the same period in ~~2021,~~2022, in relation to income before income taxes of ~~$173.5~~$79.5 million and ~~$89.1~~$173.5 million for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. We currently estimate our annual effective tax rate to be approximately 27% for ~~2022.~~2023. The ~~29%~~23% effective tax rate for the three months ended June 30, ~~2022~~2023 differs from our estimated annual effective tax rate of 27% primarily due to ~~the~~certain discrete tax ~~expense for COLI~~benefits recognized during the three months ended June 30, ~~2022,~~2023, in relation to income before income taxes.

Comparison of Results for the Six Months Ended June 30, ~~2022~~2023 to the Six Months Ended June 30, ~~2021~~2022

Revenue. Revenue ~~increased 71%~~decreased 29% to ~~$2,979.1~~$2,117.5 million for the six months ended June 30, ~~2022~~2023 from ~~$1,743.4~~$2,979.1 million for the same period in ~~2021, primarily~~2022, attributable to ~~higher organic~~a decline in revenue across our ~~segments.~~segments with the greatest decline in our nurse and allied solutions segment.

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Nurse and allied solutions segment revenue ~~increased 82%~~decreased 35% to ~~$2,329.5~~$1,513.5 million for the six months ended June 30, ~~2022~~2023 from ~~$1,281.1~~$2,329.5 million for the same period in ~~2021.~~2022. The ~~$1,048.4~~$816.0 million ~~increase~~decrease was primarily attributable to an approximately ~~36% increase~~20% decrease in the average bill rate, a 14% decrease in the average number of travelers on assignment, a ~~33% increase~~3% decrease in ~~the average bill rate,~~billable hours, and an approximately ~~$81.0~~$72.0 million ~~increase~~decrease in labor disruption revenue during the six months ended June 30, ~~2022.~~

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2023. The overall ~~increase~~decrease was partially offset by ~~a 2% decrease~~an $8.5 million increase in ~~billable hours.~~permanent placement revenue primarily due to timing of the Connetics acquisition.

Physician and leadership solutions segment revenue ~~increased 27%~~decreased 4% to ~~$355.2~~$342.0 million for the six months ended June 30, ~~2022~~2023 from ~~$279.9~~$355.2 million for the same period in ~~2021.~~2022. The ~~$75.3~~$13.2 million ~~increase~~decrease was ~~primarily~~ attributable to ~~growth across~~lower revenue in our interim leadership, physician permanent placement and executive search businesses, ~~within the segment.~~which was partially offset by higher revenue in our locum tenens business. Revenue in our locum tenens business grew approximately ~~33%~~5% during the six months ended June 30, ~~2022~~2023 primarily due to a ~~27% increase in the number of days filled and a 5%~~9% increase in the revenue per day ~~filled. This growth was driven~~filled, partially offset by a ~~return~~4% decrease in ~~core demand and volume.~~the number of days filled. Our interim leadership business experienced an approximately ~~11% growth, while~~17% decline and our physician permanent placement and executive search businesses ~~grew 36%~~declined 18% during the six months ended June 30, ~~2022.~~2023, primarily due to lower demand.

Technology and workforce solutions segment revenue ~~increased 61%~~decreased 11% to ~~$294.4~~$262.0 million for the six months ended June 30, ~~2022~~2023 from ~~$182.4~~$294.4 million for the same period in ~~2021.~~2022. The ~~$112.0~~$32.4 million ~~increase~~decrease was primarily attributable to a decline within our VMS business, partially offset by growth within our ~~VMS,~~ language services business. Revenue for our VMS business declined 33% for the same reasons as nurse and ~~outsourced~~allied solutions ~~businesses~~segment revenue, while our language services business grew 22% during the six months ended June 30, ~~2022. Revenue growth for our VMS and language services businesses was 140% and 18%, respectively, during the six months ended June 30, 2022.~~2023.

For the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, revenue under our MSP arrangements comprised approximately ~~64%~~56% and ~~58%~~64% of our consolidated revenue, ~~80%~~73% and ~~75%~~80% of our nurse and allied solutions segment revenue, ~~17%~~21% and ~~14%~~17% of our physician and leadership solutions segment revenue, and 2% and 1%2% of our technology and workforce solutions segment revenue, respectively.

Gross Profit. Gross profit ~~increased 68%~~decreased 27% to ~~$956.4~~$699.1 million for the six months ended June 30, ~~2022~~2023 from ~~$569.4~~$956.4 million for the same period in ~~2021,~~2022, representing gross margins of ~~32.1%~~33.0% and ~~32.7%~~32.1%, respectively. The ~~decline~~increase in consolidated gross margin for the six months ended June 30, ~~2022,~~2023, as compared to the same period in ~~2021,~~2022, was primarily due to (1) a change in sales mix resulting from lower revenue in our nurse and allied solutions segment and (2) a higher margin in our nurse and allied solutions segment driven by ~~higher clinician compensation, (2)~~ a ~~change in sales~~revenue mix resulting from higher revenue in our nurse and allied solutions segment, and (3) a lower margin in our physician and leadership solutions segment driven by higher clinician compensation and a change in specialty mix in our locum tenens business.shift within the segment. The overall ~~decline~~increase was partially offset by a ~~higher~~lower margin in our technology and workforce solutions segment primarily due to a change in sales mix resulting from ~~increased~~lower revenue in our VMS business and its higher margins as compared to our other businesses within the segment. Gross margin by reportable segment for the six months ended June 30, 2023 and 2022 was 26.3% and ~~2021 was~~ 26.0% ~~and 26.8%~~ for nurse and allied solutions, ~~34.6%~~35.2% and ~~36.8%~~34.6% for physician and leadership solutions, and ~~77.5%~~69.2% and ~~67.7%~~77.5% for technology and workforce solutions, respectively.

Selling, General and Administrative Expenses. SG&A expenses were ~~$502.0~~$407.4 million, representing ~~16.9%~~19.2% of revenue, for the six months ended June 30, ~~2022,~~2023, as compared to ~~$317.8~~$502.0 million, representing ~~18.2%~~16.9% of revenue, for the same period in ~~2021.~~2022. The ~~increase~~decrease in SG&A expenses was primarily due to ~~higher~~$110.7 million of lower employee compensation and benefits (inclusive of share-based compensation), partially offset by a $21.0 million increase in professional services, legal and other ~~expenses associated with our revenue growth.~~expenses. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:


		(In Thousands)					(In Thousands)
		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022
Nurse and allied solutions	Nurse and allied solutions	$	249,422	$	151,857	Nurse and allied solutions	$	181,204	$	249,422
Physician and leadership solutions	Physician and leadership solutions	82,499		59,829		Physician and leadership solutions	68,695		82,499
Technology and workforce solutions	Technology and workforce solutions	68,595		39,801		Technology and workforce solutions	61,245		68,595
Unallocated corporate overhead	Unallocated corporate overhead	81,721		51,048		Unallocated corporate overhead	81,090		81,721
Share-based compensation	Share-based compensation	19,772		15,306		Share-based compensation	15,136		19,772
		$	502,009	$	317,841		$	407,370	$	502,009

Depreciation and Amortization Expenses. Amortization expense increased ~~29%~~10% to ~~$40.0~~$43.8 million for the six months ended June 30, ~~2022~~2023 from ~~$31.0~~$40.0 million for the same period in ~~2021,~~2022, primarily attributable to (1) the ~~assignment~~reduction of useful lives toof certain ~~tradenames and trademarks~~staffing database intangible assets ~~that were previously not subject to amortization effective December 31, 2021~~ and (2) additional amortization ~~expenses~~expense related to the intangible assets acquired in the Connetics ~~and Synzi acquisitions.~~acquisition. Depreciation expense (exclusive of depreciation included in cost of revenue) increased ~~35%~~33% to ~~$23.0~~$30.6 million for the six months ended June 30, ~~2022~~2023 from ~~$17.0~~$23.0 million for the same period in ~~2021,~~2022, 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

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talent solutions initiatives and to optimize our internal front and back-office systems. Additionally, ~~$1.8~~$2.6 million and ~~$1.1~~$1.8 million of depreciation expense for our language services business is included in cost of revenue for the six months ended June 30, 2023 and 2022, ~~and 2021,~~ respectively.

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Interest Expense, Net, and Other. Interest expense, net, and other was ~~$19.7~~$22.4 million during the six months ended June 30, ~~2022~~2023 as compared to ~~$19.1~~$19.7 million for the same period in ~~2021.~~2022. The increase was primarily due to a ~~$1.3 million gain related to the change in fair value of an equity investment during the six months ended June 30, 2021. The overall increase was partially offset by a lower~~higher average debt outstanding balance during the six months ended June 30, ~~2022, which resulted from repayments of our variable rate credit facilities.~~2023.

Income Tax Expense. Income tax expense was ~~$102.0~~$49.9 million for the six months ended June 30, ~~2022~~2023 as compared to ~~$47.4~~$102.0 million for the same period in ~~2021,~~2022, reflecting effective income tax rates of ~~27%~~26% and ~~26%~~27% for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The ~~increase~~decrease in the effective income tax rate was primarily attributable to the Company’s recognition of $4.2 million of net discrete tax benefits during the six months ended June 30, 2023 compared to $1.7 million of net discrete tax expense ~~during the six months ended June 30, 2022 compared to $3.5 million of net discrete tax benefits~~ recognized during the same period in ~~2021,~~2022, in relation to income before income taxes of ~~$371.8~~$194.9 million and ~~$184.5~~$371.8 million for the six months ended June 30, 2023 and 2022, ~~and 2021,~~ respectively. The 26% effective tax rate for the six months ended June 30, 2023 differs from our estimated annual effective tax rate of 27% primarily due to certain discrete tax benefits recognized during the six months ended June 30, 2023, in relation to income before income taxes.

Liquidity and Capital Resources

In summary, our cash flows were:


		(In Thousands)					(In Thousands)
		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022

Net cash provided by operating activities	Net cash provided by operating activities	$	424,677	$	210,625	Net cash provided by operating activities	$	241,101	$	424,677
Net cash used in investing activities	Net cash used in investing activities	(115,762)		(53,609)		Net cash used in investing activities	(54,859)		(115,762)
Net cash used in financing activities	Net cash used in financing activities	(411,688)		(30,703)		Net cash used in financing activities	(247,744)		(411,688)

Historically, our primary liquidity requirements have been for acquisitions, working capital requirements, and debt service under our credit facilities and senior notes. We have funded these requirements through internally generated cash flow and funds borrowed under our credit facilities.

As of June 30, ~~2022,~~2023, (1) ~~no amount~~$190.0 million was drawn with ~~$378.6~~$539.2 million of available credit under our ~~$400.0~~$750.0 million secured revolving credit facility (the “Senior Credit Facility”), (2) the aggregate principal amount of our 4.625% senior notes due 2027 (the “2027 Notes”) outstanding was $500.0 million, and (3) the aggregate principal amount of our 4.000% senior notes due 2029 (the “2029 Notes”) outstanding was $350.0 million. We describe in further detail our ~~amended credit agreement,~~Amended Credit Agreement (as defined below), under which the Senior Credit Facility is governed, the 2027 Notes, and the 2029 Notes in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement” of our ~~2021~~2022 Annual Report.

As of June 30, ~~2022,~~2023, the total of our contractual obligations under operating leases with initial terms in excess of one year was ~~$20.7~~$46.5 million. We describe in further detail our operating lease arrangements in Note (9), “Commitments and Contingencies,” of this Quarterly Report and Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (5), Leases” of our ~~2021~~2022 Annual Report. We also have various obligations and working capital requirements, such as certain tax and legal matters, contingent consideration and other liabilities, that are recorded on our consolidated balance sheets. See additional information in the accompanying Note ~~(6)~~(7), “Fair Value Measurement,” Note ~~(7)~~(8), “Income Taxes,” Note ~~(8)~~(9), “Commitments and Contingencies,” and Note ~~(9)~~(10), “Balance Sheet Details.”

In addition to our cash requirements, we have a share repurchase program authorized by our board of directors, which does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time. See additional information in the accompanying Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds.” Under the repurchase program, we entered into an accelerated share repurchase (“ASR”) agreement with a counterparty on May 8, 2023 to repurchase $200.0 million of our outstanding common stock and received an initial delivery of 1.8 million shares. The ASR was funded through borrowings under the Senior Credit Facility. See additional information in the accompanying Note (4), “Net Income Per Common Share.”

We believe that cash generated from operations and available borrowings under the Senior Credit Facility will be sufficient to fund our operations and liquidity requirements, including expected capital expenditures, for the next 12 months and beyond. We intend to finance potential future acquisitions with cash provided from operations, borrowings under the 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.

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Operating Activities

Net cash provided by operating activities for the six months ended June 30, ~~2022~~2023 was ~~$424.7~~$241.1 million, compared to ~~$210.6~~$424.7 million for the same period in ~~2021.~~2022. The ~~increase~~decrease in net cash provided by operating activities was primarily attributable to (1) ~~an increase~~a decrease in net income excluding non-cash expenses of ~~$178.3~~$122.0 million primarily due to ~~improved~~a decline in operating results in our nurse and allied solutions and technology and workforce solutions segments, (2) a decrease in accounts ~~receivable~~payable and ~~subcontractor receivables~~accrued expenses between periods of ~~$136.8~~$189.3 million ~~due to a smaller increase in the receivables balance during the six months ended June 30, 2022, which was~~ primarily due to ~~increases in revenue and~~decreased associate vendor usage, ~~during 2021, and~~ (3) a decrease in ~~prepaid expenses~~accrued compensation and benefits between periods of ~~$49.3~~$158.2 million primarily due to ~~refunds received for~~prior year increases in pay rates and the average number of travelers on assignment in our nurse and allied solutions segment and increased employee compensation and benefits in 2022, including accrued bonuses and commissions that were paid during the first quarter of 2023, and (4) increases in prepaid expenses and other current assets between periods of $44.3 million and $13.5 million, respectively, primarily due to prepayments toand deposits that were made in 2021 and refunded by third-party vendors in 2022 related to labor disruption services. The overall ~~increase~~decrease in net cash provided by operating activities was partially offset by (1) a decrease in accounts receivable and subcontractor receivables between periods of $177.9 million primarily due to a decrease in the receivables balance in the current year as compared to an increase in the prior year, which was due to increases in revenue and associate vendor usage in the prior year along with timing of collections during the six months ended June 30, 2023 and (2) an increase in other liabilities between periods of ~~$99.0~~$155.6 million ~~primarily~~ due to lower cash paid for income taxes and an increase to accrued loss contingencies in the current year, in addition to client deposits related to labor disruption services that were returned during the six months ended June 30, 2022 and (2) a decrease in accounts payable and accrued expenses between periods of $62.4 million primarily due to a smaller increase in associate vendor usage during the six months ended June 30, 2022.prior year. Our Days Sales Outstanding (“DSO”) was 5053 days at June 30, ~~2022, 53~~2023, 55 days at December 31, ~~2021,~~2022, and 50 days at June 30, ~~2021.~~

2022.

Investing Activities

Net cash used in investing activities for the six months ended June 30, ~~2022~~2023 was ~~$115.8~~$54.9 million, compared to net cash used in investing activities of ~~$53.6~~$115.8 million for the same period in ~~2021.~~2022. The ~~increase~~decrease was primarily due to (1) $69.8 million used for acquisitions during the six months ended June 30, 2022, as compared to ~~$41.3~~no cash paid for acquisitions during the six months ended June 30, 2023, and (2) $17.9 million of payments to fund the deferred compensation plan during the six months ended June 30, 2023, as compared to $12.6 million of payments during the six months ended June 30, 2022. The overall decrease was partially offset by net proceeds of investments of $7.0 million during the six months ended June 30, ~~2021, and (2)~~2023, as compared to a net purchase ~~of investments~~ of $1.6 million during the six months ended June 30, ~~2022, as compared to net proceeds of $12.7 million during the six months ended June 30, 2021.~~2022. In addition, capital expenditures were ~~$30.8~~$43.9 million and ~~$23.1~~$30.8 million for the six months ended June 30, 2023 and 2022, ~~and 2021,~~ respectively.

Financing Activities

Net cash used in financing activities during the six months ended June 30, 2023 was $247.7 million, primarily due to (1) $424.7 million paid in connection with the repurchase of our common stock, (2) repayments of $220.0 million under the Senior Credit Facility, (3) $9.4 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards, and (4) $3.6 million payment of financing costs in connection with the Third Amendment (as defined below), all of which was partially offset by borrowings of $410.0 million under the Senior Credit Facility. Net cash used in financing activities during the six months ended June 30, 2022 was $411.7 million due to $401.9 million paid in connection with the repurchase of our common stock and $9.8 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards. ~~Net cash used in financing activities during~~

Amended Credit Agreement

On February 10, 2023, we entered into the ~~six months ended June 30, 2021 was $30.7 million, primarily due~~third amendment to ~~(1) repayments of $70.0 million~~our credit agreement (the “Third Amendment”). The Third Amendment (together with the credit agreement as amended to date, collectively, the “Amended Credit Agreement”) provides for, among other things, an increase to the revolving commitments under the Senior Credit Facility to $750.0 million and ~~$21.9 million under our then-existing secured term loan credit facility, (2) $5.7 million in cash paid for shares withheld for payroll taxes resulting from~~an extension of the ~~vesting~~maturity date of ~~employee equity awards, and (3) $3.1 million for acquisition earn-out payments, partially offset by borrowings of $70.0 million~~the Amended Credit Agreement to February 10, 2028. Our obligations under the ~~Senior~~Amended Credit ~~Facility.~~Agreement are secured by substantially all of our assets. We describe in further detail the terms of the Amended Credit Agreement, including maturity dates and interest terms, in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement” of our 2022 Annual Report.

Letters of Credit

At June 30, ~~2022,~~2023, we maintained outstanding standby letters of credit totaling ~~$22.0~~$21.3 million as collateral in relation to our workers’ compensation insurance agreements and a corporate office lease agreement. Of the ~~$22.0~~$21.3 million of outstanding letters of credit, we have collateralized ~~$0.6~~$0.5 million in cash and cash equivalents and the remaining ~~$21.4~~$20.8 million is collateralized by the Senior Credit Facility. Outstanding standby letters of credit at December 31, ~~2021~~2022 totaled ~~$23.6~~$22.0 million.

Recent Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The new guidance will require companies to apply the definition

Table of a performance obligation under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities, such as deferred revenue, relating to contracts with customers that are acquired in a business combination. Under existing guidance, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at their acquisition-date fair values in accordance with ASC Subtopic 820-10, Fair Value Measurements—Overall. Generally, this new guidance will result in the acquirer recognizing acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree prior to the acquisition under ASC Topic 606. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. We are currently evaluating the impact of adopting this standard on our consolidated financial statements.Contents

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.

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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 demand or supply trends, 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 ~~2021~~2022 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 adjust 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 labor market, economic conditions or COVID-19 pandemic;

•the extent to which a spike in the COVID-19 pandemic may disrupt our operations due to the unavailability of our employees or healthcare professionals because of illness, risk of illness, quarantines, travel restrictions, mandatory vaccination requirements, 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~~the Great Resignation, economic downturns, inflation, recession or slow recoveries have 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, inflation, recession or slow recoveries, which could result in less demand for our services, ~~pricing pressures~~increased client initiatives designed to contain costs, including reevaluating their approach as it pertains to contingent labor and ~~negatively impact payments terms and collectability of accounts receivable;~~managed services programs;

•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 and requirements, including mandatory vaccination requirements;

•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 increase the efficiency and effectiveness of their 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;

•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 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, anti-competitive conduct, violations of employment, privacy and wage regulations and other legal theories of liability asserted against us, which could subject us to substantial liabilities;

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•any technology disruptions or our inability to implement new infrastructure and technology systems effectively may adversely affect our operating results and ability to manage our business effectively;

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•any failure to further develop and evolve our current workforce solutions technology offerings and capabilities, which may harm our business and/or impact our ability to compete with new technologies and competitors;

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

•security breaches and cybersecurity incidents, including ransomware, 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;

•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, which may adversely affect our results of operation;

•the expansion of social media platforms presents new risks and challenges, which could cause damage to our brand reputation;

•any recognition of an impairment to the substantial amount of goodwill or indefinite-lived 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 economy or our industry, and expose us to interest rate risk to the extent of any variable rate debt;

•the terms of our debt instruments that impose restrictions on us that may affect our ability to successfully operate our 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 six months ended June 30, ~~2022,~~2023, our primary exposure to market risk was interest rate risk associated with our variable interest debt ~~instruments.~~instruments and our investment portfolio. 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 six months ended June 30, ~~2022.~~ 2023. A 100 basis point change in interest rates as of June 30, 2023 would not have resulted in a material effect on the fair value of our investment portfolio. For our investments that are classified as available-for-sale, unrealized gains or losses related to fluctuations in market volatility and interest rates are reflected within stockholders’ equity in accumulated other comprehensive loss in the consolidated balance sheets. Such unrealized losses would be realized only if we sell the investments prior to maturity.

During the three and six months ended June 30, ~~2022,~~2023, we generated substantially all of our revenue in the United States. Accordingly, we believe that our foreign currency risk is immaterial.

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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 June 30, ~~2022~~2023 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

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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 June 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Information with respect to this item may be found in the accompanying Note ~~(8)~~(9), “Commitments and Contingencies,” 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 ~~2021~~2022 Annual Report. The risk factors described in our ~~2021~~2022 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

From time to time, we may repurchase our common stock in the open market pursuant to programs approved by our board of directors (the “Board”). On November 1, 2016, our Board authorized us to repurchase up to $150.0 million of our outstanding common stock in the open market. On November 10, 2021, February 17, 2022 and June 15, 2022, we announced increases to the repurchase program ~~under which~~totaling $700.0 million. Additionally, on February 16, 2023, we ~~may~~announced an increase of $500.0 million for a total of $1,350.0 million of repurchase ~~an additional $150.0 million, $300.0 million, and $250.0 million, respectively,~~authorization as of ~~our outstanding common stock.~~June 30, 2023. Under the repurchase program announced on November 1, 2016 and the aforementioned increases (collectively, the “Company Repurchase Program”), share repurchases may be made from time to time, 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.

On May 8, 2023, we entered into an accelerated share repurchase (“ASR”) agreement with a counterparty whereupon we prepaid $200.0 million and received an initial delivery of 1.8 million shares of our common stock, which was 80% of the prepayment amount based on a price of $90.89 per share. Under the terms of the ASR, the total number of shares delivered and average price per share will be determined upon settlement based on the volume weighted average price over the term of the ASR agreement, less an agreed upon discount and subject to customary acceleration adjustments. The final settlement of the ASR will be completed no later than the fourth quarter of 2023, subject to acceleration at the counterparty’s discretion, which could be completed as early as the third quarter of 2023.

During the six months ended June 30, ~~2022,~~2023, exclusive of the initial delivery of shares under the ASR, we repurchased ~~4,174 thousand~~approximately 2.4 million shares of common stock at an average price of ~~$96.26~~$95.13 per share excluding broker’s fees, resulting in an aggregate purchase price of ~~$401.9~~$224.7 million excluding the effect of excise taxes, funded through cash on ~~hand.~~hand and borrowings under our secured revolving credit facility. We describe in further detail ~~our repurchase program~~the Company 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” and Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (10)(b), Capital Stock—Treasury Stock” set forth in our ~~2021~~2022 Annual Report.

The following table presents repurchases of our common stock, which excludes the effect of excise taxes, during the six months ended June 30, 2023:

Period
Total
Number of
Shares (or
Units)
Purchased
Average
Price Paid
per Share
(or Unit) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Program Maximum Dollar
Value of Shares (or Units)
that May Yet Be
Purchased Under the Program
January 1 - 31, 2022 690,783 $97.98 690,783 $ 110,467,685
February 1 - 28, 2022 648,346 $99.67 648,346 $ 345,825,167
March 1 - 31, 2022 958,545 $99.79 958,545 $ 250,144,621
April 1 - 30, 2022 104,843 $101.59 104,843 $ 239,490,711
May 1 - 31, 2022 1,771,240 $92.12 1,771,240 $ 76,278,235
June 1 - 30, 2022 — $— — $ 326,278,235
Total 4,173,757 $96.26 4,173,757 $ 326,278,235


Period	Total Number of Shares (or Units) Purchased	Average Price Paid per Share (or Unit)	Total Number of Shares (or Units) Purchased as Part of Publicly Announced Program	Maximum Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Program
January 1 - 31, 2023	922,516	$108.40	922,516	$	51,374,511
February 1 - 28, 2023	187,031	$93.83	187,031	$	533,820,512
March 1 - 31, 2023	658,402	$86.79	658,402	$	476,658,438
April 1 - 30, 2023	550,245	$84.02	550,245	$	430,412,324
May 1 - 31, 2023 (a)	1,803,863	$90.78	1,803,863	$	226,658,470
June 1 - 30, 2023	—	$—	—	$	226,658,470




Total	4,122,057	$93.32	4,122,057	$	226,658,470

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(a) The number of shares repurchased during May 1 - 31, 2023 includes the initial delivery of 1.8 million shares under the ASR agreement, and the average price paid per share reflects the ASR prepayment’s $90.89 per share basis. Additionally, the remaining $226.7 million that may yet be repurchased under the Company Repurchase Program reflects the full effect of the $200.0 million ASR prepayment.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~During the three months ended June 30, 2023, none of the Company’s directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

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Item 6. Exhibits


Exhibit Number						Description

~~10.1~~						First Amendment to Employment Agreement, dated as of February 6, 2008, between AMN Healthcare Services, Inc. and Susan R. Nowakowski (aka Susan R. Salka) (Management Contract or Compensatory Plan or Arrangement).**

31.1						Certification by ~~Susan R. Salka~~Caroline S. Grace pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*

31.2						Certification by Jeffrey R. Knudson pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*

32.1						Certification by ~~Susan R. Salka~~Caroline S. Grace 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 Jeffrey R. Knudson 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.

**						~~Corrected version of a previously filed exhibit. (Filed herewith.)~~

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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: August ~~5, 2022~~4, 2023


AMN HEALTHCARE SERVICES, INC.

/S/ SC~~USAN~~AROLINE ~~R. S~~S. G~~ALKA~~RACE
~~Susan R. Salka~~Caroline S. Grace President and Chief Executive Officer (Principal Executive Officer)

Date: August ~~5, 2022~~4, 2023


/S/ JEFFREY R. KNUDSON
Jeffrey R. Knudson Chief Financial Officer (Principal Financial and Accounting Officer)


	Three Months Ended June 30, 2021
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Travel nurse staffing	$	457,551	$	—	$	—	$	457,551
Labor disruption services	1,934		—		—		1,934
Local staffing	29,975		—		—		29,975
Allied staffing	135,025		—		—		135,025
Locum tenens staffing	—		77,841		—		77,841
Interim leadership staffing	—		43,911		—		43,911
Temporary staffing	624,485		121,752		—		746,237
Permanent placement	—		17,352		—		17,352
Language services	—		—		45,566		45,566
Vendor management systems	—		—		30,818		30,818
Other technologies	—		—		7,852		7,852
Technology-enabled services	—		—		84,236		84,236
Talent planning and acquisition	—		—		9,620		9,620
Total revenue	$	624,485	$	139,104	$	93,856	$	857,445


	Six Months Ended June 30, 2021
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Travel nurse staffing	$	955,826	$	—	$	—	$	955,826
Labor disruption services	2,553		—		—		2,553
Local staffing	57,660		—		—		57,660
Allied staffing	265,107		—		—		265,107
Locum tenens staffing	—		164,196		—		164,196
Interim leadership staffing	—		82,770		—		82,770
Temporary staffing	1,281,146		246,966		—		1,528,112
Permanent placement	—		32,894		—		32,894
Language services	—		—		86,571		86,571
Vendor management systems	—		—		62,619		62,619
Other technologies	—		—		13,972		13,972
Technology-enabled services	—		—		163,162		163,162
Talent planning and acquisition	—		—		19,222		19,222
Total revenue	$	1,281,146	$	279,860	$	182,384	$	1,743,390


	2022		2021
Balance as of April 1,	$	—	$	—


Contingent consideration liability from Connetics acquisition on May 13, 2022	(8,000)		—
Change in fair value of contingent consideration liability from Connetics acquisition	(580)		—




Balance as of June 30,	$	(8,580)	$	—