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, 2021~~March 31, 2022


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 Boulevard	Suite 300
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~~May 4, ~~2021,~~2022, there were ~~47,262,560~~44,717,910 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, 2021 and December 31, 2020	1		Condensed Consolidated Balance Sheets, As of March 31, 2022 and December 31, 2021	1
		Condensed Consolidated Statements of Comprehensive Income, For the Three and Six Months Ended June 30, 2021 and 2020	2		Condensed Consolidated Statements of Comprehensive Income, For the Three Months Ended March 31, 2022 and 2021	2
		Condensed Consolidated Statements of Stockholders’ Equity, For the Six Months Ended June 30, 2021 and 2020	3		Condensed Consolidated Statements of Stockholders’ Equity, For the Three Months Ended March 31, 2022 and 2021	3
		Condensed Consolidated Statements of Cash Flows, For the Six Months Ended June 30, 2021 and 2020	4		Condensed Consolidated Statements of Cash Flows, For the Three Months Ended March 31, 2022 and 2021	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	16	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
3.	3.	Quantitative and Qualitative Disclosures about Market Risk	26	3.	Quantitative and Qualitative Disclosures about Market Risk	24
4.	4.	Controls and Procedures	26	4.	Controls and Procedures	24

		PART II - OTHER INFORMATION			PART II - OTHER INFORMATION

1.	1.	Legal Proceedings	27	1.	Legal Proceedings	25
1A.	1A.	Risk Factors	27	1A.	Risk Factors	25
2.	2.	Unregistered Sales of Equity Securities and Use of Proceeds	27	2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
3.	3.	Defaults Upon Senior Securities	27	3.	Defaults Upon Senior Securities	25
4.	4.	Mine Safety Disclosures	27	4.	Mine Safety Disclosures	25
5.	5.	Other Information	27	5.	Other Information	25
6.	6.	Exhibits	28	6.	Exhibits	27
		Signatures	29		Signatures	28

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, 2021		December 31, 2020			March 31, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	139,494	$	29,213	Cash and cash equivalents	$	113,482	$	180,928
Accounts receivable, net of allowances of $5,513 and $7,043 at June 30, 2021 and December 31, 2020, respectively		468,299		376,099
Accounts receivable, net of allowances of $7,470 and $6,838 at March 31, 2022 and December 31, 2021, respectively						Accounts receivable, net of allowances of $7,470 and $6,838 at March 31, 2022 and December 31, 2021, respectively	979,709		789,131
Accounts receivable, subcontractor	Accounts receivable, subcontractor	130,409		73,985		Accounts receivable, subcontractor	290,311		239,719
Prepaid expenses	Prepaid expenses	17,861		13,629		Prepaid expenses	39,087		72,460
Other current assets	Other current assets	34,040		40,809		Other current assets	56,177		66,830
Total current assets	Total current assets	790,103		533,735		Total current assets	1,478,766		1,349,068
Restricted cash, cash equivalents and investments	Restricted cash, cash equivalents and investments	63,441		61,347		Restricted cash, cash equivalents and investments	65,904		64,482
Fixed assets, net of accumulated depreciation of $179,799 and $161,752 at June 30, 2021 and December 31, 2020, respectively		121,487		116,174
Fixed assets, net of accumulated depreciation of $200,173 and $189,954 at March 31, 2022 and December 31, 2021, respectively						Fixed assets, net of accumulated depreciation of $200,173 and $189,954 at March 31, 2022 and December 31, 2021, respectively	129,652		127,114
Operating lease right-of-use assets	Operating lease right-of-use assets	72,641		77,735		Operating lease right-of-use assets	21,144		27,771
Other assets	Other assets	145,463		135,120		Other assets	166,018		156,670
Goodwill	Goodwill	892,874		864,485		Goodwill	892,375		892,341
Intangible assets, net of accumulated amortization of $246,242 and $215,234 at June 30, 2021 and December 31, 2020, respectively		546,434		564,911
Intangible assets, net of accumulated amortization of $297,897 and $278,249 at March 31, 2022 and December 31, 2021, respectively						Intangible assets, net of accumulated amortization of $297,897 and $278,249 at March 31, 2022 and December 31, 2021, respectively	494,813		514,460
Total assets	Total assets	$	2,632,443	$	2,353,507	Total assets	$	3,248,672	$	3,131,906
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	$	260,894	$	167,881	Accounts payable and accrued expenses	$	497,297	$	425,257
Accrued compensation and benefits	Accrued compensation and benefits	288,195		213,414		Accrued compensation and benefits	446,899		354,381

Current portion of notes payable		0		4,688

Current portion of operating lease liabilities	Current portion of operating lease liabilities	15,783		15,032		Current portion of operating lease liabilities	8,963		11,383
Deferred revenue	Deferred revenue	15,065		11,004		Deferred revenue	15,824		15,950
Other current liabilities	Other current liabilities	2,626		10,938		Other current liabilities	178,598		162,419
Total current liabilities	Total current liabilities	582,563		422,957		Total current liabilities	1,147,581		969,390

Notes payable, net of unamortized fees and premium	Notes payable, net of unamortized fees and premium	841,731		857,961		Notes payable, net of unamortized fees and premium	842,618		842,322
Deferred income taxes, net	Deferred income taxes, net	63,748		67,205		Deferred income taxes, net	66,340		47,814
Operating lease liabilities	Operating lease liabilities	71,161		77,800		Operating lease liabilities	12,038		13,364
Other long-term liabilities	Other long-term liabilities	106,858		107,907		Other long-term liabilities	99,163		96,989
Total liabilities	Total liabilities	1,666,061		1,533,830		Total liabilities	2,167,740		1,969,879
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock, $0.01 par value; 10,000 shares authorized; NaN issued and outstanding at June 30, 2021 and December 31, 2020		0		0
Common stock, $0.01 par value; 200,000 shares authorized; 49,824 issued and 47,263 outstanding at June 30, 2021 and 49,614 issued and 47,053 outstanding at December 31, 2020		498		496
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at March 31, 2022 and December 31, 2021						Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at March 31, 2022 and December 31, 2021	—		—
Common stock, $0.01 par value; 200,000 shares authorized; 50,013 issued and 45,129 outstanding at March 31, 2022 and 49,849 issued and 47,263 outstanding at December 31, 2021						Common stock, $0.01 par value; 200,000 shares authorized; 50,013 issued and 45,129 outstanding at March 31, 2022 and 49,849 issued and 47,263 outstanding at December 31, 2021	500		498
Additional paid-in capital	Additional paid-in capital	478,302		468,726		Additional paid-in capital	488,535		486,709
Treasury stock, at cost; 2,561 shares at June 30, 2021 and December 31, 2020		(119,143)		(119,143)
Treasury stock, at cost; 4,884 and 2,586 shares at March 31, 2022 and December 31, 2021						Treasury stock, at cost; 4,884 and 2,586 shares at March 31, 2022 and December 31, 2021	(349,855)		(121,831)
Retained earnings	Retained earnings	606,706		469,558		Retained earnings	942,954		796,946
Accumulated other comprehensive income		19		40
Accumulated other comprehensive loss						Accumulated other comprehensive loss	(1,202)		(295)
Total stockholders’ equity	Total stockholders’ equity	966,382		819,677		Total stockholders’ equity	1,080,932		1,162,027
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	2,632,443	$	2,353,507	Total liabilities and stockholders’ equity	$	3,248,672	$	3,131,906

See accompanying notes to unaudited condensed consolidated financial statements.

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited and in thousands, except per share amounts)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Revenue	Revenue	$	857,445	$	608,351	$	1,743,390	$	1,210,812	Revenue		$	1,552,538	$	885,945
Cost of revenue	Cost of revenue	576,902		410,811		1,173,979		811,206		Cost of revenue		1,056,370		597,077
Gross profit	Gross profit	280,543		197,540		569,411		399,606		Gross profit		496,168		288,868
Operating expenses:	Operating expenses:									Operating expenses:
Selling, general and administrative	Selling, general and administrative	156,629		137,068		317,841		283,302		Selling, general and administrative		257,579		161,212
Depreciation and amortization		24,740		22,071		47,994		42,160
Depreciation and amortization (exclusive of depreciation included in cost of revenue)										Depreciation and amortization (exclusive of depreciation included in cost of revenue)		30,656		23,254
Total operating expenses	Total operating expenses	181,369		159,139		365,835		325,462		Total operating expenses		288,235		184,466
Income from operations	Income from operations	99,174		38,401		203,576		74,144		Income from operations		207,933		104,402
Interest expense, net, and other	Interest expense, net, and other	10,111		11,443		19,055		22,497		Interest expense, net, and other		9,589		8,944
Income before income taxes	Income before income taxes	89,063		26,958		184,521		51,647		Income before income taxes		198,344		95,458
Income tax expense	Income tax expense	22,293		4,633		47,373		16,357		Income tax expense		52,336		25,080
Net income	Net income	$	66,770	$	22,325	$	137,148	$	35,290	Net income		$	146,008	$	70,378

Other comprehensive income (loss):
Foreign currency translation and other		3		(58)		(21)		(105)
Other comprehensive income (loss)		3		(58)		(21)		(105)
Other comprehensive loss:										Other comprehensive loss:
Unrealized losses on available-for-sale securities, net, and other										Unrealized losses on available-for-sale securities, net, and other		(907)		(24)
Other comprehensive loss										Other comprehensive loss		(907)		(24)

Comprehensive income	Comprehensive income	$	66,773	$	22,267	$	137,127	$	35,185	Comprehensive income		$	145,101	$	70,354

Net income per common share:	Net income per common share:									Net income per common share:
Basic	Basic	$	1.40	$	0.47	$	2.88	$	0.74	Basic		$	3.11	$	1.48
Diluted	Diluted	$	1.39	$	0.47	$	2.86	$	0.74	Diluted		$	3.09	$	1.47
Weighted average common shares outstanding:	Weighted average common shares outstanding:									Weighted average common shares outstanding:
Basic	Basic	47,659		47,383		47,629		47,371		Basic		46,913		47,600
Diluted	Diluted	48,019		47,562		47,976		47,623		Diluted		47,208		47,916

See accompanying notes to unaudited condensed consolidated financial statements.

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited and in thousands)

Common Stock Additional
Paid-in
Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income Total
Shares Amount Shares Amount
Balance, December 31, 2019 49,283 $ 493 $ 455,193 (2,561) $ (119,143) $ 400,047 $ 152 $ 736,742
Equity awards vested and exercised, net of shares withheld for payroll taxes 140 1 (4,354) — — — — (4,353)
Cumulative-effect adjustment from adoption of the credit loss standard, net of tax — — — — — (1,154) — (1,154)
Share-based compensation — — 4,927 — — — — 4,927
Comprehensive income (loss) — — — — — 12,965 (47) 12,918
Balance, March 31, 2020 49,423 $ 494 $ 455,766 (2,561) $ (119,143) $ 411,858 $ 105 $ 749,080
Equity awards vested and exercised, net of shares withheld for payroll taxes 119 1 (289) — — — — (288)
Share-based compensation — — 6,347 — — — — 6,347
Comprehensive income (loss) — — — — — 22,325 (58) 22,267
Balance, June 30, 2020 49,542 $ 495 $ 461,824 (2,561) $ (119,143) $ 434,183 $ 47 $ 777,406


	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

Common Stock Additional
Paid-in
Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income Total
Shares Amount Shares Amount
Balance, December 31, 2020 49,614 $ 496 $ 468,726 (2,561) $ (119,143) $ 469,558 $ 40 $ 819,677
Equity awards vested and exercised, net of shares withheld for payroll taxes 132 1 (5,259) — — — — (5,258)
Share-based compensation — — 9,287 — — — — 9,287
Comprehensive income (loss) — — — — — 70,378 (24) 70,354
Balance, March 31, 2021 49,746 $ 497 $ 472,754 (2,561) $ (119,143) $ 539,936 $ 16 $ 894,060
Equity awards vested and exercised, 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 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

See accompanying notes to unaudited condensed consolidated financial statements.

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in thousands)


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	137,148	$	35,290	Net income	$	146,008	$	70,378
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		49,081		42,660
Depreciation and amortization (inclusive of depreciation included in cost of revenue)						Depreciation and amortization (inclusive of depreciation included in cost of revenue)	31,510		23,725
Non-cash interest expense and other	Non-cash interest expense and other	(251)		2,817		Non-cash interest expense and other	479		(761)
Write-off of fees on credit facilities and senior notes	Write-off of fees on credit facilities and senior notes	158		0		Write-off of fees on credit facilities and senior notes	—		158
Change in fair value of contingent consideration		0		5,000
Increase (decrease) in allowance for credit losses and sales credits		(526)		6,742

Increase in allowance for credit losses and sales credits						Increase in allowance for credit losses and sales credits	3,432		4,391
Provision for deferred income taxes	Provision for deferred income taxes	(1,390)		(9,827)		Provision for deferred income taxes	18,526		1,928
Share-based compensation	Share-based compensation	15,306		11,274		Share-based compensation	11,259		9,287
Loss on disposal or sale of fixed assets	Loss on disposal or sale of fixed assets	383		3,321		Loss on disposal or sale of fixed assets	241		353
Amortization of discount on investments		(35)		(71)
Net loss on deferred compensation balances		245		379

Net loss (gain) on investments						Net loss (gain) on investments	174		(30)
Net loss (gain) on deferred compensation balances						Net loss (gain) on deferred compensation balances	(570)		370
Non-cash lease expense	Non-cash lease expense	(794)		180		Non-cash lease expense	2,880		(429)
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	(91,911)		2,160		Accounts receivable	(194,044)		(191,271)
Accounts receivable, subcontractor	Accounts receivable, subcontractor	(56,424)		14,245		Accounts receivable, subcontractor	(50,592)		(64,382)
Income taxes receivable	Income taxes receivable	4,791		6,157		Income taxes receivable	—		6,591
Prepaid expenses	Prepaid expenses	(4,186)		(3,260)		Prepaid expenses	33,373		(6,190)
Other current assets	Other current assets	3,308		584		Other current assets	12,180		4,226
Other assets	Other assets	962		3,144		Other assets	(342)		(331)

Accounts payable and accrued expenses	Accounts payable and accrued expenses	91,823		(14,035)		Accounts payable and accrued expenses	70,988		103,278
Accrued compensation and benefits	Accrued compensation and benefits	65,101		(1,187)		Accrued compensation and benefits	96,486		64,985
Other liabilities	Other liabilities	(5,765)		22,764		Other liabilities	18,353		9,039

Deferred revenue	Deferred revenue	3,582		(72)		Deferred revenue	(126)		3,794
Restricted investments balance	Restricted investments balance	19		6		Restricted investments balance	—		22
Net cash provided by operating activities	Net cash provided by operating activities	210,625		128,271		Net cash provided by operating activities	200,215		39,131

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	(23,069)		(19,727)		Purchase and development of fixed assets	(13,590)		(11,607)
Purchase of investments	Purchase of investments	(17,995)		(23,129)		Purchase of investments	(4,018)		(10,299)
Proceeds from maturity of investments		30,700		14,100
Proceeds from sale and maturity of investments						Proceeds from sale and maturity of investments	6,885		25,200
Purchase of equity investment	Purchase of equity investment	(500)		0		Purchase of equity investment	—		(500)
Payments to fund deferred compensation plan	Payments to fund deferred compensation plan	(1,391)		(6,191)		Payments to fund deferred compensation plan	(12,584)		—
Proceeds from sale of equity investment						Proceeds from sale of equity investment	68		—

Purchase of convertible promissory notes		0		(490)
Cash paid for acquisitions, net of cash and restricted cash received		(41,264)		(476,491)
Cash paid for other intangibles		(90)		(1,400)
Cash received for working capital adjustments for prior year acquisitions		0		66
Net cash used in investing activities		(53,609)		(513,262)

Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	(23,239)		2,794


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Payments on term loans	Payments on term loans	(21,875)		(1,563)		Payments on term loans	—		(21,875)
Proceeds from term loans		0		250,000

Payments on revolving credit facility	Payments on revolving credit facility	(70,000)		(125,000)		Payments on revolving credit facility	—		(15,000)
Proceeds from revolving credit facility	Proceeds from revolving credit facility	70,000		225,000		Proceeds from revolving credit facility	—		70,000

Repurchase of common stock						Repurchase of common stock	(228,024)		—

Payment of financing costs		0		(4,181)
Earn-out payments to settle contingent consideration liabilities for prior acquisitions	Earn-out payments to settle contingent consideration liabilities for prior acquisitions	(3,100)		(10,622)		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	(5,728)		(4,640)		Cash paid for shares withheld for taxes	(9,431)		(5,258)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(30,703)		328,994		Net cash provided by (used in) financing activities	(237,455)		24,767
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(21)		(105)		Effect of exchange rate changes on cash	(183)		(24)
Net increase (decrease) in cash, cash equivalents and restricted cash	Net increase (decrease) in cash, cash equivalents and restricted cash	126,292		(56,102)		Net increase (decrease) in cash, cash equivalents and restricted cash	(60,662)		66,668
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	83,990		153,962		Cash, cash equivalents and restricted cash at beginning of period	246,714		83,990
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	210,282	$	97,860	Cash, cash equivalents and restricted cash at end of period	$	186,052	$	150,658

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	$	9,740	$	10,112	Cash paid for amounts included in the measurement of operating lease liabilities	$	4,230	$	4,894
Cash paid for interest (net of $195 and $208 capitalized for the six months ended June 30, 2021 and 2020, respectively)		$	19,028	$	12,759
Cash paid for interest (net of $121 and $102 capitalized for the three months ended March 31, 2022 and 2021, respectively)						Cash paid for interest (net of $121 and $102 capitalized for the three months ended March 31, 2022 and 2021, respectively)	$	196	$	320
Cash paid for income taxes	Cash paid for income taxes	$	44,061	$	59	Cash paid for income taxes	$	9,824	$	5,566
Acquisitions:
Fair value of tangible assets acquired in acquisitions, net of cash and restricted cash received		$	1,910	$	35,868
Goodwill		27,726		274,560
Intangible assets		12,440		228,000
Liabilities assumed		(812)		(61,937)

Net cash paid for acquisitions		$	41,264	$	476,491

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	$	3,665	$	1,225	Purchase of fixed assets recorded in accounts payable and accrued expenses	$	4,771	$	3,788

See accompanying notes to unaudited condensed consolidated financial statements.

AMN HEALTHCARE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

1. BASIS OF PRESENTATION

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

The unaudited condensed consolidated financial statements do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). Please refer to the Company’s audited consolidated financial statements and the related notes for the fiscal year ended December 31, ~~2020,~~2021, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, filed with the Securities and Exchange Commission on February ~~26, 2021 (“2020~~24, 2022 (the “2021 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. ~~The impact of the novel coronavirus (COVID-19) pandemic did not have a material effect on the Company’s estimates as of June 30, 2021.~~

~~Recently Adopted Accounting Pronouncements~~

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes.” The standard is expected to reduce cost and complexity related to accounting for income taxes. The new guidance eliminates certain exceptions and clarifies and amends existing guidance to promote consistent application among reporting entities. Depending on the amended guidance within this standard, adoption is to be applied on a retrospective, modified retrospective or prospective basis. The Company adopted this standard effective January 1, 2021, and the adoption did not have a material effect on the Company’s consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, “Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” The new guidance clarifies the interactions between accounting standards that apply to equity investments without readily determinable fair values. Specifically, it addresses the accounting for the transition into and out of the equity method. The Company adopted this standard effective January 1, 2021 on a prospective basis, and the adoption 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 with an original maturity of three months or less to be cash equivalents. 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 ~~represent~~includes cash, corporate bonds and ~~money market funds on deposit with financial institutions and investments represents~~ commercial paper that ~~serves~~serve as collateral for the Company’s ~~outstanding letters of credit and~~ captive insurance subsidiary claim payments. See Note ~~(7)~~(6), “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, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Cash and cash equivalents	Cash and cash equivalents	$	139,494	$	29,213	Cash and cash equivalents	$	113,482	$	180,928
Restricted cash and cash equivalents (included in other current assets)	Restricted cash and cash equivalents (included in other current assets)	19,854		18,626		Restricted cash and cash equivalents (included in other current assets)	30,860		29,262
Restricted cash, cash equivalents and investments	Restricted cash, cash equivalents and investments	63,441		61,347		Restricted cash, cash equivalents and investments	65,904		64,482
Total cash, cash equivalents and restricted cash and investments	Total cash, cash equivalents and restricted cash and investments	222,789		109,186		Total cash, cash equivalents and restricted cash and investments	210,246		274,672
Less restricted investments	Less restricted investments	(12,507)		(25,196)		Less restricted investments	(24,194)		(27,958)
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	210,282	$	83,990	Total cash, cash equivalents and restricted cash	$	186,052	$	246,714

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:

2021 2020
Balance as of January 1, $ 7,043 $ 3,332
Adoption of the credit loss standard, cumulative-effect adjustment to retained earnings 0 1,334
Provision for expected credit losses (1,213) 4,889
Amounts written off charged against the allowance (317) (1,023)
Balance as of June 30, $ 5,513 $ 8,532


	2022		2021
Balance as of January 1,	$	6,838	$	7,043

Provision for expected credit losses	1,166		244
Amounts written off charged against the allowance	(534)		(237)

Balance as of March 31,	$	7,470	$	7,050

2. ACQUISITIONS

As set forth below, the Company completed ~~2 acquisitions from~~1 acquisition during the period of January 1, ~~2020~~2021 through ~~June 30, 2021,~~March 31, 2022, which ~~were~~was 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, 2021.~~March 31, 2022. The ~~allocations~~allocation will continue to be updated through the measurement period, if necessary. The Company ~~recognizes~~did not incur any material acquisition-related ~~costs in selling, general and administrative expenses in the consolidated statements of comprehensive income.~~costs.

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 ~~(as defined below).~~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 preliminary allocation of the $42,148 purchase price, which was reduced by the final working capital settlement, consisted of (1) ~~$2,794~~$2,756 of fair value of tangible assets acquired, which included $884 cash received, (2) ~~$812~~$275 of liabilities assumed, (3) $12,440 of identified intangible assets, and (4) ~~$27,726~~$27,227 of goodwill, of which ~~$6,085~~$6,044 is deductible for tax purposes. The ~~provisional items pending finalization are the valuation of the acquired intangible assets and income tax related matters. 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.

~~Stratus Video Acquisition~~

On February 14, 2020, the Company completed its acquisition of Stratus Video, a remote video interpreting company that provides healthcare interpretation via remote video, over the phone, and onsite in-person, all supported by proprietary technology platforms. The initial purchase price of $485,568 consisted entirely of cash consideration paid upon acquisition. The acquisition was funded primarily through (1) borrowings under the Company’s $400,000 secured revolving credit facility (the “Senior Credit Facility”), provided for under a credit agreement (the “New Credit Agreement”), and (2) the Second Amendment (as defined in Note (6) below) to the New Credit Agreement, which provided $250,000 of additional available borrowings to the Company. The Senior Credit Facility, New Credit Agreement and Second Amendment are more fully described in Note (6), “Notes Payable and Credit Agreement.” The results of Stratus Video have been included in the Company’s technology and workforce solutions segment since the date of acquisition. During the second quarter of 2020, an additional $99 of cash consideration was paid to the selling shareholders in respect of the final working capital settlement. The Company incurred $9,525 of acquisition-related costs during the six months ended June 30, 2020 as a result of its acquisition of Stratus Video.

The allocation of the $485,667 purchase price, which included the additional cash consideration paid for the final working capital settlement and was finalized during the first quarter of 2021, consisted of (1) $44,092of fair value of tangible assets acquired, which included $9,176 cash received, (2) $56,059 of liabilities assumed, (3) $228,000 of identified intangible assets, and (4) $269,634 of goodwill, of which $10,182 is deductible for tax purposes. The intangible assets acquired have a weighted average useful life of approximately seventeen 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 $ 171,000 20
Tradenames and Trademarks 40,000 5 - 10
Developed Technology 16,000 5
Interpreter Database 1,000 4
$ 228,000

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

Approximately $28,318 of revenue and $3,859 of income before income taxes of Stratus Video were included in the unaudited condensed consolidated statement of comprehensive income for the three months ended June 30, 2020. Approximately $42,751 of revenue and $5,465 of income before income taxes of Stratus Video were included in the unaudited condensed consolidated statement of comprehensive income for the six months ended June 30, 2020.

~~Pro Forma Financial Information (Unaudited)~~

The following summary presents unaudited pro forma consolidated results of operations of the Company as if the acquisition of Stratus Video had occurred on January 1, 2019, which gives effect to certain adjustments, including acquisition-related costs of $1,713 and $9,525, that were reclassified from the three and six months ended June 30, 2020, respectively, to the three and six months ended June 30, 2019, respectively. The unaudited pro forma financial information is not necessarily indicative of the operating results that would have occurred had the acquisition been consummated as of the date indicated, nor is it necessarily indicative of the Company’s future operating results.

Three Months Ended June 30, Six Months Ended June 30,
2020 2020
Revenue $ 608,351 $ 1,224,684
Income from operations $ 40,300 $ 85,153
Net income $ 23,730 $ 42,404

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 ~~its software as a service (“SaaS”)-based technologies,~~technology-enabled services, including language interpretation and vendor management systems, and ~~scheduling software,~~talent planning and ~~outsourced workforce~~acquisition services, including ~~language interpretation and~~ 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 ~~outsourced workforce~~recruitment process outsourcing services is recognized as the services are rendered. Depending on the arrangement, the Company’s ~~SaaS-based~~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. ~~During the six months ended June 30, 2021 and 2020, previously deferred revenue recognized as revenue was $9,672 and $10,371, respectively.~~

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

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

•Recognize revenue in the amount of consideration 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.

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 March 31,
		2021		2020		2021		2020				2022		2021
Net income	Net income	$	66,770	$	22,325	$	137,148	$	35,290	Net income		$	146,008	$	70,378

Net income per common share - basic	Net income per common share - basic	$	1.40	$	0.47	$	2.88	$	0.74	Net income per common share - basic		$	3.11	$	1.48
Net income per common share - diluted	Net income per common share - diluted	$	1.39	$	0.47	$	2.86	$	0.74	Net income per common share - diluted		$	3.09	$	1.47

Weighted average common shares outstanding - basic	Weighted average common shares outstanding - basic	47,659		47,383		47,629		47,371		Weighted average common shares outstanding - basic		46,913		47,600
Plus dilutive effect of potential common shares	Plus dilutive effect of potential common shares	360		179		347		252		Plus dilutive effect of potential common shares		295		316
Weighted average common shares outstanding - diluted	Weighted average common shares outstanding - diluted	48,019		47,562		47,976		47,623		Weighted average common shares outstanding - diluted		47,208		47,916

Share-based awards to purchase 4160 and 2422 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,~~March 31, 2022 and 2021, respectively, because the effect of these instruments was anti-dilutive. ~~Share-based awards to purchase 189~~

Since March 31, 2022, and 62through May 6, 2022, the Company repurchased 718 shares of its common stock ~~were not included~~at an average price of $96.67 per share excluding broker’s fee, resulting in ~~the above calculation~~an aggregate purchase price of ~~diluted net income per common share for the three and six months ended June 30, 2020, respectively, because the effect of these instruments was anti-dilutive.~~$69,412.

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 3 reportable segments: (1) nurse and allied solutions, (2) physician and leadership solutions, and (3) technology and workforce solutions. The nurse and allied solutions segment includes the Company’s travel nurse staffing, rapid response nurse staffing and labor disruption, allied staffing, local staffing, and revenue cycle solutions businesses. The physician and leadership solutions segment includes the Company’s locum tenens staffing, healthcare interim leadership staffing, executive search, and physician permanent placement businesses. The technology and workforce solutions segment includes the Company’s language services, vendor management systems, workforce optimization, ~~recruitment process outsourcing,~~ telehealth, credentialing, and ~~flex pool management and other~~ 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.

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,
2021 2020 2021 2020
Revenue
Nurse and allied solutions $ 624,485 $ 444,464 $ 1,281,146 $ 868,810
Physician and leadership solutions 139,104 108,622 279,860 246,464
Technology and workforce solutions 93,856 55,265 182,384 95,538
$ 857,445 $ 608,351 $ 1,743,390 $ 1,210,812
Segment operating income
Nurse and allied solutions $ 89,674 $ 61,175 $ 191,204 $ 120,783
Physician and leadership solutions 21,849 15,325 43,065 29,894
Technology and workforce solutions 42,653 21,839 84,742 37,134
154,176 98,339 319,011 187,811
Unallocated corporate overhead 23,627 31,165 51,048 59,733
Depreciation and amortization 24,740 22,071 47,994 42,160
Depreciation (included in cost of revenue) 616 355 1,087 500
Share-based compensation 6,019 6,347 15,306 11,274
Interest expense, net, and other 10,111 11,443 19,055 22,497
Income before income taxes $ 89,063 $ 26,958 $ 184,521 $ 51,647


	Three Months Ended March 31,
		2022		2021
Revenue
Nurse and allied solutions		$	1,228,039	$	656,661
Physician and leadership solutions		179,506		140,756
Technology and workforce solutions		144,993		88,528
		$	1,552,538	$	885,945
Segment operating income
Nurse and allied solutions		$	195,089	$	101,530
Physician and leadership solutions		20,381		21,216
Technology and workforce solutions		78,880		42,089
		294,350		164,835
Unallocated corporate overhead		43,648		27,421
Depreciation and amortization		30,656		23,254
Depreciation (included in cost of revenue)		854		471
Share-based compensation		11,259		9,287
Interest expense, net, and other		9,589		8,944
Income before income taxes		$	198,344	$	95,458

The following tables present the Company’s revenue disaggregated by service type. ~~Certain prior~~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, 2021
Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total
Temporary staffing $ 624,485 $ 121,752 $ 0 $ 746,237
Permanent placement 0 17,352 0 17,352
Outsourced workforce 0 0 55,186 55,186
SaaS-based technologies 0 0 38,670 38,670
Total revenue $ 624,485 $ 139,104 $ 93,856 $ 857,445

109


		Three Months Ended June 30, 2020									Three Months Ended March 31, 2022
		Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total			Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Travel nurse staffing										Travel nurse staffing	$	970,109	$	—	$	—	$	970,109

Local staffing										Local staffing	44,057		—		—		44,057
Allied staffing										Allied staffing	213,873		—		—		213,873
Locum tenens staffing										Locum tenens staffing	—		112,672		—		112,672
Interim leadership staffing										Interim leadership staffing	—		44,354		—		44,354
Temporary staffing	Temporary staffing	$	444,464	$	95,701	$	0	$	540,165	Temporary staffing	1,228,039		157,026		—		1,385,065
Permanent placement	Permanent placement	0		12,921		0		12,921		Permanent placement	—		22,480		—		22,480
Outsourced workforce		0		0		31,866		31,866
SaaS-based technologies		0		0		23,399		23,399
Language services										Language services	—		—		49,238		49,238
Vendor management systems										Vendor management systems	—		—		75,022		75,022
Other technologies										Other technologies	—		—		7,658		7,658
Technology-enabled services										Technology-enabled services	—		—		131,918		131,918
Talent planning and acquisition										Talent planning and acquisition	—		—		13,075		13,075
Total revenue	Total revenue	$	444,464	$	108,622	$	55,265	$	608,351	Total revenue	$	1,228,039	$	179,506	$	144,993	$	1,552,538

Six Months Ended June 30, 2021
Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total
Temporary staffing $ 1,281,146 $ 246,966 $ 0 $ 1,528,112
Permanent placement 0 32,894 0 32,894
Outsourced workforce 0 0 105,793 105,793
SaaS-based technologies 0 0 76,591 76,591
Total revenue $ 1,281,146 $ 279,860 $ 182,384 $ 1,743,390
The Company did not generate material revenue from labor disruption services during the three months ended March 31, 2022.


		Six Months Ended June 30, 2020									Three Months Ended March 31, 2021
		Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total			Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Travel nurse staffing										Travel nurse staffing	$	498,275	$	—	$	—	$	498,275
Labor disruption services										Labor disruption services	619		—		—		619
Local staffing										Local staffing	27,685		—		—		27,685
Allied staffing										Allied staffing	130,082		—		—		130,082
Locum tenens staffing										Locum tenens staffing	—		86,355		—		86,355
Interim leadership staffing										Interim leadership staffing	—		38,859		—		38,859
Temporary staffing	Temporary staffing	$	868,810	$	215,297	$	0	$	1,084,107	Temporary staffing	656,661		125,214		—		781,875
Permanent placement	Permanent placement	0		31,167		0		31,167		Permanent placement	—		15,542		—		15,542
Outsourced workforce		0		0		49,546		49,546
SaaS-based technologies		0		0		45,992		45,992
Language services										Language services	—		—		41,005		41,005
Vendor management systems										Vendor management systems	—		—		31,801		31,801
Other technologies										Other technologies	—		—		6,120		6,120
Technology-enabled services										Technology-enabled services	—		—		78,926		78,926
Talent planning and acquisition										Talent planning and acquisition	—		—		9,602		9,602
Total revenue	Total revenue	$	868,810	$	246,464	$	95,538	$	1,210,812	Total revenue	$	656,661	$	140,756	$	88,528	$	885,945

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, 2021 $ 339,015 $ 152,800 $ 372,670 $ 864,485
Goodwill adjustment for Stratus Video acquisition 0 0 663 663
Goodwill from Synzi and SnapMD acquisition 0 0 27,726 27,726
Balance, June 30, 2021 $ 339,015 $ 152,800 $ 401,059 $ 892,874
Accumulated impairment loss as of December 31, 2020 and June 30, 2021 $ 154,444 $ 60,495 $ 0 $ 214,939


	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	—		—		34		34

Balance, March 31, 2022	$	339,015	$	152,800	$	400,560	$	892,375
Accumulated impairment loss as of December 31, 2021 and March 31, 2022	$	154,444	$	60,495	$	—	$	214,939

6. ~~NOTES PAYABLE AND CREDIT AGREEMENT~~

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

1110

~~its outstanding indebtedness under the Additional Term Loan in the first quarter of 2021. The maturity date of the Senior Credit Facility is February 14, 2025.~~

~~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—(3), Fair Value Measurement” of the ~~2020~~2021 Annual Report. The Company has not changed the valuation techniques or inputs it uses for its fair value measurement during the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022.

Assets and Liabilities Measured on a Recurring Basis

The ~~Company’s restricted~~Company invests a portion of its cash and cash equivalents ~~that serve as collateral for the Company’s outstanding letters of credit typically consist of~~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 ~~primarily consist of~~include commercial paper that 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 ~~$55,353~~$41,685 commercial paper issued and outstanding as of ~~June 30, 2021, $12,507~~March 31, 2022, none had original maturities greater than three months ~~which~~and were considered available-for-sale securities. As of December 31, ~~2020,~~2021, the Company had ~~$58,345~~$80,596 commercial paper issued and outstanding, of which ~~$25,196~~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. Of the $25,474 corporate bonds issued and outstanding as of March 31, 2022, $24,194 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.

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. There were no contingent consideration liabilities outstanding as of both March 31, 2022 and December 31, 2021.

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


		Fair Value Measurements as of June 30, 2021									Fair Value Measurements as of March 31, 2022
		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money market funds	Money market funds	$	2,198	$	2,198	$	0	$	0	Money market funds	$	31,481	$	31,481	$	—	$	—
Deferred compensation	Deferred compensation	(112,342)		(112,342)		0		0		Deferred compensation	(128,438)		(128,438)		—		—
Corporate bonds										Corporate bonds	25,474		—		25,474		—
Commercial paper	Commercial paper	55,353		0		55,353		0		Commercial paper	41,685		—		41,685		—

Fair Value Measurements as of December 31, 2020
Total Quoted Prices in
Active Markets
for Identical
Assets
(Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)
Money market funds $ 2,198 $ 2,198 $ 0 $ 0
Deferred compensation (97,184) (97,184) 0 0
Commercial paper 58,345 0 58,345 0
Acquisition contingent consideration liabilities (8,000) 0 0 (8,000)

1211


	Fair Value Measurements as of December 31, 2021
	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	$	91,454	$	91,454	$	—	$	—
Deferred compensation	(119,617)		(119,617)		—		—
Corporate bonds	29,159		—		29,159		—
Commercial paper	80,596		—		80,596		—

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:

2021 2020
Balance as of April 1, $ 0 $ (3,300)
Change in fair value of contingent consideration liability from b4health acquisition 0 (4,800)
Balance as of June 30, $ 0 $ (8,100)

2021 2020
Balance as of January 1, $ (8,000) $ (23,100)
Settlement of Advanced contingent consideration liability for year ended December 31, 2019 0 20,000
Settlement of b4health contingent consideration liability for year ended December 31, 2020 8,000 0
Change in fair value of contingent consideration liability from b4health acquisition 0 (5,000)
Balance as of June 30, $ 0 $ (8,100)


	2021
Balance as of January 1,	$	(8,000)

Settlement of b4health contingent consideration liability for year ended December 31, 2020	8,000






Balance as of March 31,	$	—

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.~~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 ~~classified as Level 2 in the fair value hierarchy~~ was ~~$17,220 and $15,449~~$22,633 as of ~~June 30, 2021~~both March 31, 2022 and December 31, ~~2020, respectively.~~2021.

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 0no impairment charges recorded during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.

1312

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 ~~2020~~2021 Annual Report.


		As of June 30, 2021				As of December 31, 2020					As of March 31, 2022				As of December 31, 2021
		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	$	519,375	$	500,000	$	521,250	2027 Notes	$	500,000	$	486,875	$	500,000	$	517,500
2029 Notes	2029 Notes	350,000		352,625		350,000		357,000		2029 Notes	350,000		323,750		350,000		353,500

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. 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, 2021,~~March 31, 2022, 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 ~~2017.~~2018.

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 ~~has~~ deferred payment of the employer’s share of payroll taxes of ~~$48,249,~~$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 ~~and other long-term liabilities~~ in the consolidated balance ~~sheet~~sheets as of ~~June 30, 2021, with half of such taxes to be paid by the end of 2021~~both March 31, 2022 and ~~the other half to be paid by the end of 2022.~~December 31, 2021. The Company ~~has~~ claimed an employee retention ~~employment~~ tax credit of ~~$1,201.~~$1,756.

9.8. COMMITMENTS AND ~~CONTINGENCIES: LEGAL PROCEEDINGS~~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.

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’~~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, a three-judge panel of the Ninth Circuit issued an opinion that reversed the district court’s granting of the Company’s Motion for Summary Judgment and remanded the matter to the district court instructing the district to enter partial summary judgment in favor of the ~~Plaintiffs.~~plaintiffs. On ~~May 7,~~August 26, 2021, the ~~Ninth Circuit issued an order denying the Company’s petition~~Company filed a Petition for ~~rehearing. The Company will continue to defend the lawsuit vigorously and intends to seek to appeal the Ninth Circuit’s decision to~~Writ of Certiorari in the United States Supreme Court ~~although there~~seeking review of the Ninth Circuit’s decision, which was denied on December 13, 2021. This case is ~~no certainty that~~proceeding in the ~~Supreme Court will consider the appeal.~~United States District Court.

On May 2, 2019, former travel nurse Sara Woehrle filed a complaint against AMN Services, LLC, and Providence Health System – Southern California in California Superior Court in Los Angeles County. The Company removed the case to the United States District Court for the Central District of California (Case No. 2:19-cv-05282 DSF-KS). The complaint asserts that, due to the Company’s per diem adjustment practices, traveling nurses’ per diem benefits should be included in their regular rate of pay for the purposes of calculating their overtime compensation. The ~~Complaint~~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 court approval. Final settlement is not expected until the fourth quarter of 2022.

The Company believes that its current wage and hour practices ~~including those associated with the cases described above,~~ conform with the applicable law in all material respects. ~~However, because~~Because of ~~the February 2021 ruling by the Ninth Circuit in the Clarke Matter and~~ 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 ~~and accordingly, it~~has recorded ~~an increase to its~~ accruals ~~established~~ in connection with the matters described above amounting to $20,000 during the fourth quarter of 2020. While the Company continues to believe that it has meritorious defenses against the suits described above, the ultimate resolution of these matters could result in a loss of up to $15,000, excluding interest and penalties, in excess of the amounts currently accrued. For all other matters, the$37,225. The Company is currently unable to ~~currently~~ estimate the possible loss or range of loss beyond ~~the~~ amounts already accrued. Loss contingencies accrued as of ~~June 30,~~both March 31, 2022 and December 31, 2021 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 upon completion of the construction of the office building which is expected be in the first quarter of 2023. The initial term of the lease is approximately eleven years with options to renew the lease during the lease term. A right-of-use asset and lease liability will be recognized in the consolidated balance sheet in the period the lease commences.

~~10.~~9. BALANCE SHEET DETAILS

The consolidated balance sheets detail is as follows:


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Other current assets:	Other current assets:					Other current assets:
Restricted cash and cash equivalents	Restricted cash and cash equivalents	$	19,854	$	18,626	Restricted cash and cash equivalents	$	30,860	$	29,262
Income taxes receivable		1,800		6,591

Other	Other	12,386		15,592		Other	25,317		37,568
Other current assets	Other current assets	$	34,040	$	40,809	Other current assets	$	56,177	$	66,830

Prepaid expenses:						Prepaid expenses:
Prepaid payroll deposits						Prepaid payroll deposits	$	18,922	$	60,014
Other						Other	20,165		12,446
Prepaid expenses						Prepaid expenses	39,087		72,460

Fixed assets:	Fixed assets:					Fixed assets:
Furniture and equipment	Furniture and equipment	$	52,024	$	47,355	Furniture and equipment	$	45,309	$	43,134
Software	Software	239,660		220,971		Software	277,271		265,137
Leasehold improvements	Leasehold improvements	9,602		9,600		Leasehold improvements	7,245		8,797
		301,286		277,926			329,825		317,068
Accumulated depreciation	Accumulated depreciation	(179,799)		(161,752)		Accumulated depreciation	(200,173)		(189,954)
Fixed assets, net	Fixed assets, net	$	121,487	$	116,174	Fixed assets, net	$	129,652	$	127,114

Other assets:	Other assets:					Other assets:
Life insurance cash surrender value	Life insurance cash surrender value	$	107,360	$	98,161	Life insurance cash surrender value	$	123,803	$	115,096
Other	Other	38,103		36,959		Other	42,215		41,574
Other assets	Other assets	$	145,463	$	135,120	Other assets	$	166,018	$	156,670

Accounts payable and accrued expenses:	Accounts payable and accrued expenses:					Accounts payable and accrued expenses:
Trade accounts payable	Trade accounts payable	$	55,608	$	28,089	Trade accounts payable	$	88,986	$	77,325
Subcontractor payable	Subcontractor payable	136,983		79,364		Subcontractor payable	295,291		261,689
Accrued expenses	Accrued expenses	45,113		37,849		Accrued expenses	84,355		61,220
Loss contingencies	Loss contingencies	10,746		7,613		Loss contingencies	9,940		10,400
Professional liability reserve	Professional liability reserve	6,498		8,897		Professional liability reserve	7,267		7,127
Other	Other	5,946		6,069		Other	11,458		7,496
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	260,894	$	167,881	Accounts payable and accrued expenses	$	497,297	$	425,257

Accrued compensation and benefits:	Accrued compensation and benefits:					Accrued compensation and benefits:
Accrued payroll	Accrued payroll	$	100,080	$	59,721	Accrued payroll	$	174,368	$	98,817
Accrued bonuses and commissions	Accrued bonuses and commissions	49,969		34,514		Accrued bonuses and commissions	115,153		105,155
Accrued travel expense	Accrued travel expense	2,434		1,998		Accrued travel expense	3,852		3,058
Health insurance reserve	Health insurance reserve	6,011		5,590		Health insurance reserve	5,908		6,041
Workers compensation reserve	Workers compensation reserve	10,774		10,244		Workers compensation reserve	12,651		12,384
Deferred compensation	Deferred compensation	112,342		97,184		Deferred compensation	128,438		119,617
Other	Other	6,585		4,163		Other	6,529		9,309
Accrued compensation and benefits	Accrued compensation and benefits	$	288,195	$	213,414	Accrued compensation and benefits	$	446,899	$	354,381

Other current liabilities:						Other current liabilities:

Income taxes payable						Income taxes payable	45,105		21,162
Client deposits						Client deposits	133,062		141,102
Other						Other	431		155
Other current liabilities						Other current liabilities	$	178,598	$	162,419

Other long-term liabilities:
Workers compensation reserve		$	21,911	$	20,930
Professional liability reserve		30,343		31,997
Unrecognized tax benefits		5,365		5,447

Other		49,239		49,533
Other long-term liabilities		$	106,858	$	107,907


	March 31, 2022		December 31, 2021
Other long-term liabilities:
Workers compensation reserve	$	24,518	$	24,130
Professional liability reserve	36,284		34,544
Unrecognized tax benefits	4,679		4,633

Other	33,682		33,682
Other long-term liabilities	$	99,163	$	96,989

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, ~~2020,~~2021, filed with the Securities and Exchange Commission (“SEC”) on February ~~26,~~ 24, 2022 (“2021 ~~(“2020~~ Annual Report”). Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are “forward-looking statements.” See “Special Note Regarding Forward-Looking Statements.” We undertake no obligation to update the forward-looking statements in this Quarterly Report. References in this Quarterly Report to “AMN Healthcare,” the “Company,” “we,” “us” and “our” refer to AMN Healthcare Services, Inc. and its wholly owned subsidiaries.

Overview of Our Business

We provide healthcare workforce solutions and staffing services to healthcare 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, 2021,~~March 31, 2022, we recorded revenue of ~~$857.4~~$1,552.5 million, as compared to ~~$608.4 million for the same period last year. For the six months ended June 30, 2021, we recorded revenue of $1,743.4 million, as compared to $1,210.8~~$885.9 million for the same period last year.

Nurse and allied solutions segment revenue comprised ~~74%~~79% and ~~72%~~74% of total consolidated revenue for the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. Through our nurse and allied solutions segment, we provide hospitals and other healthcare facilities with a comprehensive managed services solution in which we manage and staff all of the temporary nursing and allied staffing needs of a client and traditional clinical staffing solutions of variable assignment lengths. We also provide revenue cycle solutions, which include skilled labor solutions for remote medical coding, clinical documentation improvement, case management, and clinical data registry, and provide auditing and advisory services.

Physician and leadership solutions segment revenue comprised ~~16%~~12% and ~~20%~~16% of total consolidated revenue for the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. Through our physician and leadership solutions segment, we ~~provide a comprehensive managed services solution in which we manage all of the locum tenens needs of a client and~~ place physicians of all specialties, as well as dentists and advanced practice providers, with clients on a temporary basis 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 ~~professionals~~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 ~~10%~~9% and 8%10% of total consolidated revenue for the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ 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, (5) telehealth services, (6) credentialing services, and (7) flex pool management and other outsourced solutions services.

As part of our long-term growth strategy to add value for our clients, healthcare professionals, and shareholders, on April 7, 2021 ~~and February 14, 2020,~~ we acquired Synzi, including its wholly-owned subsidiary ~~SnapMD, and Stratus Video (which we have since rebranded as AMN Language Services), respectively.~~SnapMD. 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

WeIn 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 ~~identify~~and trends affecting our ~~businesses, and make strategic decisions:~~businesses.

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

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

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

•~~days~~Days filled is calculated by dividing total locum tenens hours filled during the period by eight ~~hours;~~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~~Revenue per day filled is calculated by dividing revenue of our locum tenens business by days filled for the ~~period;~~period, which is an indicator of labor market trends and

•~~bill-to-pay spreads represent the differential between wages paid to healthcare professionals~~ costs in our locum tenens business within our physician and ~~amounts billed to clients.~~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 insince early 2020 through present, the COVID-19 pandemic ~~has significantly~~“Great Resignation” have impacted demand. When the imposition of “shelter-in-place” orders and the suspension of elective and “non-essential” healthcare services occurred in March 2020 in response to the COVID-19 health crisis, demand for many of our businesses declined significantly. With these orders and suspensions lifted, general utilization of healthcare has continued to improve and has generally returned to pre-COVID-19 levels. Since late 2020, we have been experiencing historically high demand for nurses and certain allied healthcare ~~professionals. With the unpredictable economic~~professionals and ~~employment recovery, healthcare professional “burnout”~~demand across all segments and ~~the uncertainty surrounding the COVID-19 pandemic, we have less visibility on future demand levels for many of our businesses than pre-pandemic.~~business lines is above pre-COVID-19 levels.

InWith high demand levels across many specialties in our nurse and allied solutions segment, ~~prior~~our clients continue to the COVID-19 pandemic, our ability to recruit enough nurses to meet the then-current demand levels was impacted by the tight labor market and modest bill rate increases. At the peak of the pandemic, record high demand for nurses was most concentrated in specialties including ICU and telemetry nurses. Now, the current historic demand levels are dispersed across many specialties. Our clients are faced withface increased labor shortages resulting from nurse burnout, attrition, ~~retirements~~and retirements. We have recently seen travel nurse demand begin to moderate, though still above pre-pandemic levels, due to reductions in COVID-19 hospitalizations and crisis needs. The wages for nurses and the ~~impact~~corresponding bill rates we charge our clients peaked in the first quarter of ~~mandatory vaccination requirements. With~~2022 due to the shortage of clinicians, significantly higher demand and ~~often~~our clients’ need to ~~quickly~~frequently fill positions ~~bill rates and wages for these nurses have continued to remain well above prior year levels. Although the number of nurses on travel assignments has increased since July 2020, our~~quickly. Our ability to adequately meet the high client demand iscontinues to be constrained by the tight labor ~~market along with nurse burnout and other issues related~~market. We anticipate bill rates to decline from first quarter levels, but remain well above pre-pandemic levels throughout the ~~pandemic.~~remainder of 2022.

The overall demand in our allied staffing division ~~has also remained strong. Entering 2021, we saw~~reached all-time highs in the first quarter, which resulted in record levels of travelers on assignment. We continue to see strong overall demand ~~for~~in our allied staffing division with COVID-19-driven demand in respiratory ~~therapists~~ and lab technicians due to COVID-19. The demand for respiratory therapy has declined from its peak as COVID-19 hospitalizations have declined, but still remains at elevated levels. After initially declining at the start of the pandemic, demand for our imaging and lablaboratory specialties steadily recovered and remains well above pre-pandemic levels. With the partial return to in-person education and additional federal stimulus, demand for therapists in schools has increased for placements both now and for the next school year.leveling off.

In our physician and leadership solutions segment, demand has recovered and now exceeds pre-pandemic levels. We are seeing strong demand for locum tenens and interim leadership as well as for permanent physicians and leaders. In our locum tenens division, we have seen ~~a return in demand to pre-pandemic levels. We have seen~~ particularly ~~higher~~high demand for certain specialties, such as anesthesiologists, certified registered nurse anesthetists (CRNAs) and advanced practice ~~clinicians, in our locum tenens division.~~clinicians. Longer term, we expect continued strong ~~core~~ demand resulting from an increased level of burnout and turnover of healthcare leadership roles.

In our technology and workforce solutions segment, our VMS technologies experienced increased utilization and revenue growth asdue to continued high demand levels ~~related to the COVID-19 pandemic continued at elevated levels during the first half of the year. The high demand resulted in the continued high utilization of our VMS technologies~~ and ~~elevated~~ bill rates. ~~This trend has continued in a manner very consistent with the robust demand for nurse~~We anticipate utilization and ~~allied staffing.~~bill rates to subside as COVID-19 hospitalizations decline while remaining well above pre-pandemic levels.

The utilization of our language services business continued to grow ~~throughout the first half of the year~~ as ~~the restriction of elective and “non-essential” healthcare services continued to ease and~~ healthcare utilization returned to a more normal ~~activities.~~level.

AtThe demand for our recruitment process outsourcing services remained strong as clients look for solutions to help address the ~~onset of~~increased labor shortages and the ~~COVID-19 pandemic, we experienced a delay~~need to address vacancies in ~~discussions~~their permanent roles and challenges with ~~clients regarding new contracts or expansions, but these conversations and contracts have resumed. As a result of our ongoing focus on these types of strategic MSP relationships,~~staffing their internal recruiting teams. We expect this increased demand to continue in the ~~percentage of our staffing revenue derived from our MSP clients has continued to increase.~~current constrained labor market.

As our businesses have continued to ~~recover from the negative impacts of the COVID-19 pandemic experienced last year,~~grow, we have increased our sales and operations workforce to support our ~~clients’ needs~~clients and ~~our new service offerings.~~healthcare professionals. We have also increased spending

~~in certain areas including employer contributions under~~ to support our ~~401(k) retirement savings and deferred compensation plans, along with employee bonuses and other incentives to attract~~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 vary from these estimates under different assumptions or conditions. If these estimates differ significantly from actual results, our consolidated financial statements and future results of operations may be materially impacted. There have been no material changes in our critical accounting policies and estimates ~~other than the adoption of the Accounting Standards Updates (“ASUs”) described in the accompanying Note 1, “Basis of Presentation,”~~ as compared to the critical accounting policies and estimates described in our ~~2020~~2021 Annual Report.

Results of Operations

The following table sets forth, for the periods indicated, selected unaudited condensed consolidated statements of operations data as a percentage of revenue. Our results of operations include three reportable segments: (1) nurse and allied solutions, (2) physician and leadership solutions, and (3) technology and workforce solutions. The ~~Stratus Video,~~ Synzi and SnapMD ~~acquisitions impact~~acquisition impacts the comparability of the results between the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020 depending on the timing of the applicable acquisition.~~2021. 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 March 31,
		2021		2020		2021		2020			2022		2021
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	%
Cost of revenue	Cost of revenue	67.3		67.5		67.3		67.0		Cost of revenue	68.0		67.4
Gross profit	Gross profit	32.7		32.5		32.7		33.0		Gross profit	32.0		32.6
Selling, general and administrative	Selling, general and administrative	18.3		22.5		18.2		23.4		Selling, general and administrative	16.6		18.2
Depreciation and amortization	Depreciation and amortization	2.8		3.7		2.8		3.5		Depreciation and amortization	2.0		2.6
Income from operations	Income from operations	11.6		6.3		11.7		6.1		Income from operations	13.4		11.8
Interest expense, net, and other	Interest expense, net, and other	1.2		1.9		1.1		1.8		Interest expense, net, and other	0.6		1.0
Income before income taxes	Income before income taxes	10.4		4.4		10.6		4.3		Income before income taxes	12.8		10.8
Income tax expense	Income tax expense	2.6		0.7		2.7		1.4		Income tax expense	3.4		2.9
Net income	Net income	7.8	%	3.7	%	7.9	%	2.9	%	Net income	9.4	%	7.9	%

Comparison of Results for the Three Months Ended ~~June 30, 2021~~March 31, 2022 to the Three Months Ended ~~June 30, 2020~~March 31, 2021

Revenue. Revenue increased ~~41%~~75% to ~~$857.4~~$1,552.5 million for the three months ended ~~June 30, 2021~~March 31, 2022 from ~~$608.4~~$885.9 million for the same period in ~~2020,~~2021, primarily attributable to higher organic revenue inacross our ~~nurse and allied solutions and technology and workforce solutions~~ segments.

Nurse and allied solutions segment revenue increased ~~41%~~87% to ~~$624.5~~$1,228.0 million for the three months ended ~~June 30, 2021~~March 31, 2022 from ~~$444.5~~$656.7 million for the same period in ~~2020.~~2021. The ~~$180.0~~$571.3 million increase was primarily attributable to ~~an approximately 10% increase in the average bill rate,~~ a ~~28%~~41% increase in the average number of travelers on assignment and ~~a 2%~~an approximately 35% increase in ~~billable hours~~the average bill rate during the three months ended ~~June 30, 2021.~~March 31, 2022.

Physician and leadership solutions segment revenue increased 28% to ~~$139.1~~$179.5 million for the three months ended ~~June 30, 2021~~March 31, 2022 from ~~$108.6~~$140.8 million for the same period in ~~2020, with the prior year significantly impacted by a demand decline related to the pandemic.~~2021. The ~~$30.5~~$38.7 million increase was primarily attributable to growth across businesses within the segment. Revenue in our locum tenens business grew approximately 30% during the three months ended March 31, 2022 primarily due to a ~~21%~~28% increase in the number of days ~~filled and a 4% increase in the revenue per day filled in our locum tenens business during the three months ended June 30, 2021, as we are~~

~~seeing~~filled. This growth was driven by a return ofin core ~~business~~ demand and ~~volume.~~volume as well as COVID-19 project work. Our interim leadership business experienced an approximately ~~30%~~14% growth, ~~from a recovery in demand and COVID-19 project work. Our~~while our physician permanent placement and executive search businesses ~~also~~ grew ~~as search counts build back up to pre-COVID-19 levels.~~46% during the three months ended March 31, 2022.

Technology and workforce solutions segment revenue increased ~~70%~~64% to ~~$93.9~~$145.0 million for the three months ended ~~June 30, 2021~~March 31, 2022 from ~~$55.3~~$88.5 million for the same period in ~~2020.~~2021. The ~~$38.6~~$56.5 million increase was primarily attributable to ~~organic~~ growth within our VMS, language services, ~~VMS,~~ and outsourced solutions businesses. Revenue growth for our VMS and language services businesses was 136% and 20%, respectively, during the three months ended March 31, 2022.

For the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ revenue under our MSP arrangements comprised approximately ~~58%~~66% and ~~55%~~56% of our consolidated revenue, ~~75%~~81% and ~~70%~~73% of our nurse and allied solutions segment revenue, 14% and ~~15% and 22%~~14% of our physician and leadership solutions segment revenue, and 2% and less than 1% of our technology and workforce solutions segment revenue, respectively.

Gross Profit. Gross profit increased ~~42%~~72% to ~~$280.5~~$496.2 million for the three months ended ~~June 30, 2021~~March 31, 2022 from ~~$197.5~~$288.9 million for the same period in ~~2020,~~2021, representing gross margins of ~~32.7%~~32.0% and ~~32.5%~~32.6%, respectively. The ~~increase~~decline in consolidated gross margin for the three months ended ~~June 30, 2021,~~March 31, 2022, as compared to the same period in ~~2020,~~2021, was primarily due to (1) a lower margin in our nurse and allied solutions segment driven by higher clinician compensation, (2) a change in sales 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 a change in specialty mix in our locum tenens business. The overall decline was partially offset by (1) a higher margin in our technology and workforce solutions segment primarily due to a change in sales mix resulting from increased revenue in our VMS business and its higher margins as compared to our ~~staffing~~other businesses ~~which was partially offset by~~within the segment and (2) a ~~lower gross margin~~$2.3 million decrease in ~~relation~~our workers’ compensation reserves as compared to the ~~higher revenue~~same period in ~~our nurse and allied solutions segment, driven primarily by lower bill-to-pay spreads.~~2021 due to favorable actuarial-based adjustments. Gross margin by reportable segment for the three months ended ~~June 30,~~March 31, 2022 and 2021 was 26.2% and ~~2020 was 26.6% and 27.0%~~26.9% for nurse and allied solutions, ~~36.6%~~35.0% and ~~36.4%~~37.0% for physician and leadership solutions, and ~~67.7%~~76.7% and ~~68.7%~~67.7% for technology and workforce solutions, respectively.

Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses were ~~$156.6~~$257.6 million, representing ~~18.3%~~16.6% of revenue, for the three months ended ~~June 30, 2021,~~March 31, 2022, as compared to ~~$137.1~~$161.2 million, representing ~~22.5%~~18.2% of revenue, for the same period in ~~2020.~~2021. The increase in SG&A expenses was primarily due to higher employee compensation and benefits and other expenses associated with our revenue growth. The overall increase was partially offset by a $10.3 million decrease related to acquisition, integration, changes in the fair value of contingent consideration liabilities from acquisitions, restructuring, and extraordinary legal expenses. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:


		(In Thousands)					(In Thousands)
		Three Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Nurse and allied solutions	Nurse and allied solutions	$	76,487	$	58,829	Nurse and allied solutions	$	126,996	$	75,370
Physician and leadership solutions	Physician and leadership solutions	29,014		24,239		Physician and leadership solutions	42,489		30,815
Technology and workforce solutions	Technology and workforce solutions	21,482		16,488		Technology and workforce solutions	33,187		18,319
Unallocated corporate overhead	Unallocated corporate overhead	23,627		31,165		Unallocated corporate overhead	43,648		27,421
Share-based compensation	Share-based compensation	6,019		6,347		Share-based compensation	11,259		9,287
		$	156,629	$	137,068		$	257,579	$	161,212

Depreciation and Amortization Expenses. Amortization expense increased 5%29% to ~~$15.8~~$19.6 million for the three months ended ~~June 30, 2021~~March 31, 2022 from ~~$15.1~~$15.2 million for the same period in ~~2020,~~2021, primarily attributable to (1) the assignment of useful lives to certain tradenames and trademarks intangible assets that were previously not subject to amortization during the fourth quarter of 2021 and (2) additional amortization expenses related to the intangible assets acquired in the Synzi and SnapMD ~~acquisition and the shortened useful lives of tradename intangible assets during the third quarter of 2020.~~acquisition. Depreciation expense (exclusive of depreciation included in cost of revenue) increased ~~27%~~36% to ~~$8.9~~$11.0 million for the three months ended ~~June 30, 2021~~March 31, 2022 from ~~$7.0~~$8.1 million for the same period in ~~2020,~~2021, 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, ~~$0.6~~$0.9 million and ~~$0.4~~$0.5 million of depreciation expense for our language services business is included in cost of revenue for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

Interest Expense, Net, and Other. Interest expense, net, and other was ~~$10.1~~$9.6 million during the three months ended ~~June 30, 2021~~March 31, 2022 as compared to ~~$11.4~~$8.9 million for the same period in ~~2020.~~2021. The ~~decrease~~increase was primarily due to a $1.3 million gain related to the change in fair value of an equity investment during the three months ended March 31, 2021, partially offset by a lower average debt outstanding balance ~~for~~during the three months ended ~~June 30, 2021,~~March 31, 2022, which resulted from repayments of ~~the Credit Facilities (as defined below) partially offset by the issuances of higher interest bearing senior notes during the third and fourth quarters of 2020.~~our credit facilities.

Income Tax Expense. Income tax expense was ~~$22.3~~$52.3 million for the three months ended ~~June 30, 2021~~March 31, 2022 as compared to ~~$4.6~~$25.1 million for the same period in ~~2020,~~2021, reflecting effective income tax rates of ~~25%~~26% and ~~17%~~26% for the three months ended June 30, 2021 and 2020, respectively. The increase in the effective income tax rate was primarily attributable to the recognition of a $1.1 million discrete tax benefit for fair value changes in the cash surrender value of our Company Owned Life Insurance

(“COLI”) during the three months ended June 30, 2021 compared to a $4.3 million discrete tax benefit for COLI during the same period in 2020, in relation to income before income taxes of $89.1 million and $27.0 million for the three months ended June 30, 2021 and 2020,these periods, respectively. We currently estimate our annual effective tax rate to be approximately ~~26%~~27% for ~~2021.~~2022. The ~~25%~~26% effective tax rate for the three months ended ~~June 30, 2021~~March 31, 2022 differs from our estimated annual effective tax rate of ~~26%~~27% primarily due to ~~the~~a discrete tax ~~benefits for COLI recognized~~benefit of $1.9 million, relating to stock compensation, during the three months ended ~~June 30, 2021,~~March 31, 2022, in relation to income before income taxes.

~~Comparison of Results for the Six Months Ended June 30, 2021 to the Six Months Ended June 30, 2020~~

~~Revenue~~. Revenue increased 44% to $1,743.4 million for the six months ended June 30, 2021 from $1,210.8 million for the same period in 2020, primarily attributable to higher organic revenue in our nurse and allied solutions and technology and workforce solutions segments along with additional revenue of $21.4 million from our Stratus Video, Synzi and SnapMD acquisitions.

Nurse and allied solutions segment revenue increased 48% to $1,281.1 million for the six months ended June 30, 2021 from $868.8 million for the same period in 2020. The $412.3 million increase was primarily attributable to an approximately 25% increase in the average bill rate, a 16% increase in the average number of travelers on assignment, and a 3% increase in billable hours during the six months ended June 30, 2021.

Physician and leadership solutions segment revenue increased 14% to $279.9 million for the six months ended June 30, 2021 from $246.5 million for the same period in 2020. The $33.4 million increase was primarily attributable to a 9% increase in the number of days filled and a 7% increase in the revenue per day filled in our locum tenens business during the six months ended June 30, 2021, which was driven in part by COVID-19 project work as well as a return in core demand and volume. The revenue increase was also attributable to growth in our interim leadership, physician permanent placement, and executive search businesses due to an increase in overall demand as engagement and search counts build back up to pre-COVID-19 levels along with COVID-19 project work.

Technology and workforce solutions segment revenue increased 91% to $182.4 million for the six months ended June 30, 2021 from $95.5 million for the same period in 2020. The $86.9 million increase was primarily attributable to organic growth within our VMS, language services, and outsourced solutions businesses along with additional revenue of $21.4 million from our Stratus Video, Synzi and SnapMD acquisitions during the six months ended June 30, 2021.

For the six months ended June 30, 2021 and 2020, revenue under our MSP arrangements comprised approximately 58% and 51% of our consolidated revenue, 75% and 65% of our nurse and allied solutions segment revenue and 14% and 19% of our physician and leadership solutions segment revenue, respectively.

~~Gross Profit~~. Gross profit increased 42% to $569.4 million for the six months ended June 30, 2021 from $399.6 million for the same period in 2020, representing gross margins of 32.7% and 33.0%, respectively. The decline in consolidated gross margin for the six months ended June 30, 2021, as compared to the same period in 2020, was primarily due to a lower gross margin in relation to the higher revenue in our nurse and allied solutions segment, driven primarily by lower bill-to-pay spreads, which was partially offset by higher revenue in our technology and workforce solutions segment and its higher margins as compared to our staffing businesses. Gross margin by reportable segment for the six months ended June 30, 2021 and 2020 was 26.8% and 27.7% for nurse and allied solutions, 36.8% and 36.6% for physician and leadership solutions, and 67.7% and 71.7% for technology and workforce solutions, respectively. The year-over-year gross margin decline in the technology and workforce solutions segment was primarily due to the change in sales mix resulting from our Stratus Video acquisition and its lower margins as compared to our SaaS-based technologies within the segment.

~~Selling, General and Administrative Expenses~~. SG&A expenses were $317.8 million, representing 18.2% of revenue, for the six months ended June 30, 2021, as compared to $283.3 million, representing 23.4% of revenue, for the same period in 2020. The increase in SG&A expenses was primarily due to higher employee compensation and benefits, share-based compensation and other expenses associated with our revenue growth. The overall increase was partially offset by a $19.9 million decrease related to acquisition, integration, changes in the fair value of contingent consideration liabilities from acquisitions, restructuring, and extraordinary legal expenses. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:

(In Thousands)
Six Months Ended June 30,
2021 2020
Nurse and allied solutions $ 151,857 $ 120,189
Physician and leadership solutions 59,829 60,283
Technology and workforce solutions 39,801 31,823
Unallocated corporate overhead 51,048 59,733
Share-based compensation 15,306 11,274
$ 317,841 $ 283,302

~~Depreciation and Amortization Expenses~~. Amortization expense increased 9% to $31.0 million for the six months ended June 30, 2021 from $28.5 million for the same period in 2020, primarily attributable to additional amortization expenses related to the intangible assets acquired in the Stratus Video, Synzi and SnapMD acquisitions and the shortened useful lives of tradename intangible assets during the third quarter of 2020. Depreciation expense increased 24% to $17.0 million for the six months ended June 30, 2021 from $13.7 million for the same period in 2020, primarily attributable to an increase in purchased and developed hardware and software placed in service for our ongoing information technology investments to support our total talent solutions initiatives and to optimize our internal front and back office systems. Additionally, $1.1 million and $0.5 million of depreciation expense for our language services business is included in cost of revenue for the six months ended June 30, 2021 and 2020, respectively.

~~Interest Expense, Net, and Other~~. Interest expense, net, and other was $19.1 million during the six months ended June 30, 2021 as compared to $22.5 million for the same period in 2020. The decrease was primarily due to a lower average debt outstanding balance for the six months ended June 30, 2021, which resulted from repayments of the Credit Facilities partially offset by the issuances of higher interest bearing senior notes during the third and fourth quarters of 2020, and a $1.3 million gain related to the change in fair value of an equity investment.

~~Income Tax Expense~~. Income tax expense was $47.4 million for the six months ended June 30, 2021 as compared to $16.4 million for the same period in 2020, reflecting effective income tax rates of 26% and 32% for the six months ended June 30, 2021 and 2020, respectively. The decrease in the effective income tax rate was primarily attributable to the recognition of $3.5 million of discrete tax benefits during the six months ended June 30, 2021 compared to $0.6 million of discrete tax benefits during the same period in 2020, in relation to income before income taxes of $184.5 million and $51.6 million for the six months ended June 30, 2021 and 2020, respectively.

Liquidity and Capital Resources

In summary, our cash flows were:


		(In Thousands)					(In Thousands)
		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021

Net cash provided by operating activities	Net cash provided by operating activities	$	210,625	$	128,271	Net cash provided by operating activities	$	200,215	$	39,131
Net cash used in investing activities		(53,609)		(513,262)
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	(23,239)		2,794
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(30,703)		328,994		Net cash provided by (used in) financing activities	(237,455)		24,767

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. ~~During the first quarter of 2021, we paid off the remaining balance of our $250.0 million secured term loan credit facility (the “Additional Term Loan”).~~ As of ~~June 30, 2021,~~March 31, 2022, (1) no amount was drawn with ~~$378.1~~$378.6 million of available credit under our $400.0 million secured revolving credit facility (the “Senior Credit Facility” ~~and, together with the Additional Term Loan, the “Credit Facilities”~~), (2) the aggregate principal amount of our 4.625% senior notes due 2027 (the “2027 Notes”) outstanding ~~equaled~~was $500.0 million, and (3) the aggregate principal amount of our 4.000% senior notes due 2029 (the “2029 Notes”) outstanding ~~equaled~~was $350.0 million. We describe in further detail our amended credit agreement, under which the Senior Credit ~~Facilities are~~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 ~~2020~~2021 Annual Report.

As of March 31, 2022, the total of our contractual obligations under operating leases with initial terms in excess of one year was $21.8 million. We describe in further detail our operating lease arrangements in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (5), Leases” of our 2021 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), “Fair Value Measurement,” Note (7), “Income Taxes,” Note (8), “Commitments and Contingencies,” and Note (9), “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.”

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 ~~at least~~ the next 12 ~~months.~~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.

Operating Activities

Net cash provided by operating activities for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 was ~~$210.6~~$200.2 million, compared to ~~$128.3~~$39.1 million for the same period in ~~2020.~~2021. The increase in net cash provided by operating activities was primarily attributable to (1) an increase in ~~accounts payable and accrued expenses between periods of $105.9 million primarily due to an increase in associate vendor usage and timing of payments, (2) an increase in~~ net income excluding non-cash expenses of ~~$101.6~~$104.6 million primarily due to improved operating results in our nurse and allied solutions and technology and workforce solutions segments, ~~and~~(2) a decrease in prepaid expenses between periods of $39.6 million primarily due to refunds received for prepayments to third-party vendors related to labor disruption services, (3) an increase in accrued compensation and benefits between periods of ~~$66.3~~$31.5 million primarily due to increases in pay rates ~~billable hours,~~ and the average number of travelers on assignment in our nurse and allied solutions segment and increased employee compensation and ~~benefits. The overall increase was partially offset by (1) an increase~~benefits, (4) a decrease in accounts receivable and subcontractor receivables between periods of ~~$164.7~~$11.0 million due to a ~~higher average receivables balance~~smaller increase in ~~the current year, which was due to increases in revenue and~~ associate vendor usage during the three months ended March 31, 2022, and ~~partially offset by improved collections, and (2) a decrease~~(5) an increase in other liabilities between periods of ~~$28.5~~$9.3 million primarily due to ~~our election~~an increase in income taxes payable resulting from higher income before income taxes, partially offset by a decrease in client deposits related to labor disruption services during the ~~prior year to defer employer payroll taxes~~three months ended March 31, 2022. The overall increase in ~~accordance with the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which~~net cash provided by operating activities was partially offset by ana decrease in accounts payable and accrued expenses between periods of $32.3 million primarily due to a smaller increase in ~~accruals established in connection with a legal matter~~associate vendor usage during the ~~fourth quarter of 2020.~~three months ended March 31, 2022. Our Days Sales Outstanding (“DSO”) was 5057 days at ~~June 30, 2021, 55~~March 31, 2022, 53 days at December 31, ~~2020,~~2021, and 5557 days at ~~June 30, 2020.~~March 31, 2021.

Investing Activities

Net cash used in investing activities for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 was ~~$53.6~~$23.2 million, compared to ~~$513.3~~net cash provided by investing activities of $2.8 million for the same period in ~~2020.~~2021. The ~~decrease~~change was primarily due to ~~(1) $41.3 million used for acquisitions during the six months ended June 30, 2021, as compared to $476.5 million during the six months ended June 30, 2020, and (2)~~ net proceeds of restricted investments ~~related to our captive insurance company~~ of ~~$12.7~~$2.9 million during the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, as compared to a net ~~purchase~~proceeds of ~~$9.0~~$14.9 million during the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. In addition, capital expenditures were ~~$23.1~~$13.6 million and ~~$19.7~~$11.6 million for the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

Financing Activities

Net cash used in financing activities during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 was ~~$30.7~~$237.5 million, primarily due to $228.0 million paid in connection with the repurchase of our common stock and $9.4 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards. Net cash provided by financing activities during the three months ended March 31, 2021 was $24.8 million, primarily due to borrowings of $70.0 million under the Senior Credit Facility, partially offset by (1) repayments of ~~$70.0~~$15.0 million under the Senior Credit Facility and $21.9 million under ~~the Additional Term Loan,~~our then-existing secured term loan credit facility, (2) ~~$5.7~~$5.3 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards, and (3) $3.1 million for acquisition earn-out payments, partially offset by borrowings of $70.0 million under the Senior Credit Facility. Net cash provided by financing activities during the six months ended June 30, 2020 was $329.0 million, primarily due to borrowings of $225.0 million under the Senior Credit Facility and $250.0 million under the Additional Term Loan, which were primarily used to fund our Stratus Video acquisition, partially offset by (1) the repayment of $125.0 million under the Senior Credit Facility, (2) $10.6 million for acquisition earn-out payments, (3) $4.6 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards, and (4) $4.2 million payment of financing costs in connection with our amended credit agreement.payments.

Letters of Credit

At ~~June 30, 2021,~~March 31, 2022, we maintained outstanding standby letters of credit totaling ~~$24.1~~$23.6 million as collateral in relation to our workers’ compensation insurance agreements and a corporate office lease agreement. Of the ~~$24.1~~$23.6 million of outstanding letters of credit, we have collateralized $2.2 million in cash and cash equivalents and the remaining ~~$21.9~~$21.4 million is collateralized by the Senior Credit Facility. Outstanding standby letters of credit at December 31, ~~2020~~2021 totaled ~~$24.1~~$23.6 million.

~~Off-Balance Sheet Arrangements~~

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

~~Contractual Obligations~~

There have been no material changes during the six months ended June 30, 2021, other than the borrowings and repayments under our amended credit agreement, which are described in the accompanying Note (2), “Acquisitions,” and Note

(6), “Notes Payable and Credit Agreement,” to the table entitled “Contractual Obligations” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our 2020 Annual Report.

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 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.

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

Special Note Regarding Forward-Looking Statements

This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We base these forward-looking statements on our expectations, estimates, forecasts, and projections about future events and about the industry in which we operate. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “should,” “would,” “project,” “may,” variations of such words, and other similar expressions. In addition, any statements that refer to projections of 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 ~~2020~~2021 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 ~~suspension~~labor market, economic conditions or ~~reinstitution of restrictions placed on non-essential and elective healthcare as a result of the~~ COVID-19 pandemic;

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

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

•the extent to which a spike in the COVID-19 pandemic may disrupt our operations due to the unavailability of our employees or healthcare professionals ~~due to~~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 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 or slow recoveries, which could result in less demand for our services, pricing pressures and negatively impact payments terms and collectability of accounts receivable;

•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;

•~~the repeal or significant erosion of the Patient Protection and Affordable Care Act without a corresponding replacement may negatively affect the demand for our services;~~

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

•any inability on our part to grow and operate our business profitably in compliance with federal and state 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;

•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;

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

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

•security breaches and cybersecurity incidents, 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, 2021,~~March 31, 2022, our primary exposure to market risk was interest rate risk associated with our variable interest debt instruments. 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, 2021.~~March 31, 2022. During the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, we generated substantially all of our revenue in the United States. Accordingly, we believe that our foreign currency risk is immaterial.

Item 4. Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of ~~June 30, 2021~~March 31, 2022 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~June 30, 2021~~March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2624

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Information with respect to this item may be found in the accompanying Note ~~(9)~~(8), “Commitments and ~~Contingencies: Legal Proceedings,~~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 ~~2020~~2021 Annual Report. The risk factors described in our ~~2020~~2021 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. We may repurchase our common stock for a variety~~board of ~~reasons, such as acquiring shares to offset dilution related to equity-based incentives and optimizing our capital structure.~~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 and February 17, 2022, we announced increases to the repurchase program under which we may repurchase an additional $150.0 million and $300.0 million, respectively, of our outstanding common stock. Under the repurchase program announced on November 1, 2016 ~~(the~~and the increases announced on November 10, 2021 and February 17, 2022 (collectively, the “Company Repurchase Program”), share ~~purchases~~repurchases may be made from time to time, ~~beginning in the fourth quarter of 2016,~~ depending on prevailing market conditions and other considerations. The Company Repurchase Program has no expiration date and may be discontinued or suspended at any time.

During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, we ~~did not repurchase any~~repurchased 2,298 thousand shares of common ~~stock.~~stock at an average price of $99.21 per share excluding broker’s fees, resulting in an aggregate purchase price of $228.0 million. As of May 6, 2022, we have repurchased 718 thousand shares of common stock at an average price of $96.67 per share excluding broker’s fees, resulting in an aggregate purchase price of $69.4 million, since March 31, 2022. We describe in further detail our repurchase program and the shares repurchased thereunder in Part II, Item 5, “Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” and Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (10)(b), Capital Stock—Treasury Stock” set forth in our ~~2020~~2021 Annual Report.


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

Total	2,297,674	$99.21	2,297,674	$	250,144,621

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~Transition Agreement

2725

In connection with the announcement on March 10, 2022, that our Chief Executive Officer, Susan R. Salka would retire at the end of the year ending December 31, 2022, or upon the date that a successor is appointed, if earlier, on May 5, 2022 the Company and Ms. Salka entered into a Transition Agreement. The Transition Agreement provides, among other things, that Ms. Salka will be eligible to receive her 2022 annual bonus at the maximum level and will be paid in 2023 at the same time as if she were still an employee of the Company. The Transition Agreement also provides that on or before the date she separates her employment from the Company, she and the Company will enter into an advisory consulting agreement for a period of three years from the date of separation. In conjunction with the Transition Agreement, Ms. Salka will also sign a non-solicit and non-compete and a release of claims.

Compensatory Arrangements of Certain Officers

In acknowledgment of Jeffrey R. Knudson’s decision to recently join the Company as Chief Financial Officer and his anticipated role in Ms. Salka’s transition, the compensation committee of the Company’s board of directors (the “Compensation Committee”) has amended Mr. Knudson’s 2021 and 2022 equity agreements to provide for accelerated vesting of such equity should he be terminated without Cause or he separates employment from the Company for Good Reason (as such terms are defined in the applicable agreement).

Senior Executive Performance and Retention Bonus Plan

On May 5, 2022 the Compensation Committee adopted the 2022 Senior Executive Performance and Retention Bonus Plan for our senior executive officers, other than our CEO (the “2022 Performance and Retention Plan”). The purpose of the 2022 Performance and Retention Plan is to establish a program of incentive compensation for the participants that is directly related to the pre-bonus Adjusted EBITDA performance of the Company that exceeds the Company’s 2022 Annual Operating Plan by more than 120% and the continued employment of our senior executive officers through May 1, 2023.

The foregoing descriptions are qualified in their entirety by reference to the full text of the agreements, copies of which are filed as exhibits to this Quarterly Report and are incorporated by reference herein.

Item 6. Exhibits


Exhibit Number						Description

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

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

10.3						Transition Agreement, dated as of May 5, 2022, between AMN Healthcare, Inc. and Susan R. Salka (Management Contract or Compensatory Plan or Arrangement).*

10.4						Amendment to Restricted Stock Unit Agreements, dated as of May 5, 2022, between AMN Healthcare Services, Inc. and Jeffrey Knudson (Management Contract or Compensatory Plan or Arrangement).*

10.5						AMN Healthcare 2022 Senior Executive Performance and Retention Bonus Plan (Management Contract or Compensatory Plan or Arrangement).*

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

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

32.1						Certification by Susan R. Salka pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2						Certification by ~~Brian M. Scott~~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.

2827

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~~May 6, ~~2021~~2022


AMN HEALTHCARE SERVICES, INC.

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

Date: ~~August~~May 6, ~~2021~~2022


/S/ BJ~~RIAN~~EFFREY R. ~~M. SCOTT~~KNUDSON
Brian M. Scott Chief Accounting Officer,Jeffrey R. Knudson Chief Financial Officer ~~and Treasurer~~ (Principal ~~Accounting~~Financial and ~~Financial~~Accounting Officer)

2928


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


	Three Months Ended June 30, 2021
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Temporary staffing	$	624,485	$	121,752	$	0	$	746,237
Permanent placement	0		17,352		0		17,352
Outsourced workforce	0		0		55,186		55,186
SaaS-based technologies	0		0		38,670		38,670
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
Temporary staffing	$	1,281,146	$	246,966	$	0	$	1,528,112
Permanent placement	0		32,894		0		32,894
Outsourced workforce	0		0		105,793		105,793
SaaS-based technologies	0		0		76,591		76,591
Total revenue	$	1,281,146	$	279,860	$	182,384	$	1,743,390


	2021		2020
Balance as of April 1,	$	0	$	(3,300)




Change in fair value of contingent consideration liability from b4health acquisition	0		(4,800)
Balance as of June 30,	$	0	$	(8,100)