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 ~~September 30, 2022~~March 31, 2023


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

For the transition period from to

Commission File No.: 001-16753

AMN HEALTHCARE SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)


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

8840 Cypress Waters 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 ~~November 2, 2022,~~May 3, 2023, there were ~~43,335,911~~39,645,292 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 September 30, 2022 and December 31, 2021	1		Condensed Consolidated Balance Sheets, As of March 31, 2023 and December 31, 2022	1
		Condensed Consolidated Statements of Comprehensive Income, For the Three and Nine Months Ended September 30, 2022 and 2021	2		Condensed Consolidated Statements of Comprehensive Income, For the Three Months Ended March 31, 2023 and 2022	2
		Condensed Consolidated Statements of Stockholders’ Equity, For the Nine Months Ended September 30, 2022 and 2021	3		Condensed Consolidated Statements of Stockholders’ Equity, For the Three Months Ended March 31, 2023 and 2022	3
		Condensed Consolidated Statements of Cash Flows, For the Nine Months Ended September 30, 2022 and 2021	4		Condensed Consolidated Statements of Cash Flows, For the Three Months Ended March 31, 2023 and 2022	4
		Notes to Unaudited Condensed Consolidated Financial Statements	6		Notes to Unaudited Condensed Consolidated Financial Statements	6
2.	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
3.	3.	Quantitative and Qualitative Disclosures about Market Risk	27	3.	Quantitative and Qualitative Disclosures about Market Risk	24
4.	4.	Controls and Procedures	28	4.	Controls and Procedures	24

		PART II - OTHER INFORMATION			PART II - OTHER INFORMATION

1.	1.	Legal Proceedings	29	1.	Legal Proceedings	25
1A.	1A.	Risk Factors	29	1A.	Risk Factors	25
2.	2.	Unregistered Sales of Equity Securities and Use of Proceeds	29	2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
3.	3.	Defaults Upon Senior Securities	29	3.	Defaults Upon Senior Securities	25
4.	4.	Mine Safety Disclosures	29	4.	Mine Safety Disclosures	25
5.	5.	Other Information	30	5.	Other Information	25
6.	6.	Exhibits	31	6.	Exhibits	26
		Signatures	32		Signatures	27

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited and in thousands, except par value)


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	155,723	$	180,928	Cash and cash equivalents	$	28,516	$	64,524
Accounts receivable, net of allowances of $15,194 and $6,838 at September 30, 2022 and December 31, 2021, respectively		724,966		789,131
Accounts receivable, net of allowances of $37,736 and $31,910 at March 31, 2023 and December 31, 2022, respectively						Accounts receivable, net of allowances of $37,736 and $31,910 at March 31, 2023 and December 31, 2022, respectively	687,645		675,650
Accounts receivable, subcontractor	Accounts receivable, subcontractor	253,954		239,719		Accounts receivable, subcontractor	276,655		268,726
Prepaid expenses	Prepaid expenses	17,019		72,460		Prepaid expenses	26,696		18,708
Other current assets	Other current assets	54,504		66,830		Other current assets	51,552		66,037
Total current assets	Total current assets	1,206,166		1,349,068		Total current assets	1,071,064		1,093,645
Restricted cash, cash equivalents and investments	Restricted cash, cash equivalents and investments	64,883		64,482		Restricted cash, cash equivalents and investments	67,594		61,218
Fixed assets, net of accumulated depreciation of $212,702 and $189,954 at September 30, 2022 and December 31, 2021, respectively		140,995		127,114
Operating lease right-of-use assets		18,505		27,771
Fixed assets, net of accumulated depreciation of $233,942 and $227,617 at March 31, 2023 and December 31, 2022, respectively						Fixed assets, net of accumulated depreciation of $233,942 and $227,617 at March 31, 2023 and December 31, 2022, respectively	155,276		149,276

Other assets	Other assets	152,970		156,670		Other assets	197,325		172,016
Goodwill	Goodwill	935,675		892,341		Goodwill	935,319		935,364
Intangible assets, net of accumulated amortization of $339,092 and $278,249 at September 30, 2022 and December 31, 2021, respectively		499,067		514,460
Intangible assets, net of accumulated amortization of $379,172 and $361,327 at March 31, 2023 and December 31, 2022, respectively						Intangible assets, net of accumulated amortization of $379,172 and $361,327 at March 31, 2023 and December 31, 2022, respectively	454,485		476,832
Total assets	Total assets	$	3,018,261	$	3,131,906	Total assets	$	2,881,063	$	2,888,351
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	459,237	$	425,257	Accounts payable and accrued expenses	$	473,764	$	476,452
Accrued compensation and benefits	Accrued compensation and benefits	338,833		354,381		Accrued compensation and benefits	269,237		333,244

Current portion of operating lease liabilities		8,226		11,383
Deferred revenue		15,060		15,950

Other current liabilities	Other current liabilities	69,890		162,419		Other current liabilities	60,600		48,237
Total current liabilities	Total current liabilities	891,246		969,390		Total current liabilities	803,601		857,933

Revolving credit facility						Revolving credit facility	140,000		—
Notes payable, net of unamortized fees and premium	Notes payable, net of unamortized fees and premium	843,210		842,322		Notes payable, net of unamortized fees and premium	843,801		843,505
Deferred income taxes, net	Deferred income taxes, net	42,159		47,814		Deferred income taxes, net	16,113		22,713
Operating lease liabilities		10,785		13,364

Other long-term liabilities	Other long-term liabilities	98,228		96,989		Other long-term liabilities	121,774		120,566
Total liabilities	Total liabilities	1,885,628		1,969,879		Total liabilities	1,925,289		1,844,717
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at September 30, 2022 and December 31, 2021		—		—
Common stock, $0.01 par value; 200,000 shares authorized; 50,087 issued and 43,327 outstanding at September 30, 2022 and 49,849 issued and 47,263 outstanding at December 31, 2021		501		498
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at March 31, 2023 and December 31, 2022						Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at March 31, 2023 and December 31, 2022	—		—
Common stock, $0.01 par value; 200,000 shares authorized; 50,236 issued and 40,238 outstanding at March 31, 2023 and 50,109 issued and 41,879 outstanding at December 31, 2022						Common stock, $0.01 par value; 200,000 shares authorized; 50,236 issued and 40,238 outstanding at March 31, 2023 and 50,109 issued and 41,879 outstanding at December 31, 2022	502		501
Additional paid-in capital	Additional paid-in capital	497,744		486,709		Additional paid-in capital	505,857		501,674
Treasury stock, at cost; 6,760 and 2,586 shares at September 30, 2022 and December 31, 2021, respectively		(523,722)		(121,831)
Treasury stock, at cost; 9,998 and 8,230 shares at March 31, 2023 and December 31, 2022, respectively						Treasury stock, at cost; 9,998 and 8,230 shares at March 31, 2023 and December 31, 2022, respectively	(874,898)		(698,598)
Retained earnings	Retained earnings	1,159,199		796,946		Retained earnings	1,325,106		1,240,996
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,089)		(295)		Accumulated other comprehensive loss	(793)		(939)
Total stockholders’ equity	Total stockholders’ equity	1,132,633		1,162,027		Total stockholders’ equity	955,774		1,043,634
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	3,018,261	$	3,131,906	Total liabilities and stockholders’ equity	$	2,881,063	$	2,888,351

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited and in thousands, except per share amounts)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Revenue	Revenue	$	1,138,586	$	877,800	$	4,117,731	$	2,621,190	Revenue		$	1,126,223	$	1,552,538
Cost of revenue	Cost of revenue	753,560		571,935		2,776,300		1,745,914		Cost of revenue		757,377		1,056,370
Gross profit	Gross profit	385,026		305,865		1,341,431		875,276		Gross profit		368,846		496,168
Operating expenses:	Operating expenses:									Operating expenses:
Selling, general and administrative	Selling, general and administrative	215,419		173,932		717,428		491,773		Selling, general and administrative		205,599		257,579
Depreciation and amortization (exclusive of depreciation included in cost of revenue)	Depreciation and amortization (exclusive of depreciation included in cost of revenue)	33,239		26,104		96,169		74,098		Depreciation and amortization (exclusive of depreciation included in cost of revenue)		37,577		30,656
Total operating expenses	Total operating expenses	248,658		200,036		813,597		565,871		Total operating expenses		243,176		288,235
Income from operations	Income from operations	136,368		105,829		527,834		309,405		Income from operations		125,670		207,933
Interest expense, net, and other	Interest expense, net, and other	8,961		5,223		28,630		24,278		Interest expense, net, and other		10,259		9,589
Income before income taxes	Income before income taxes	127,407		100,606		499,204		285,127		Income before income taxes		115,411		198,344
Income tax expense	Income tax expense	34,962		26,583		136,951		73,956		Income tax expense		31,301		52,336
Net income	Net income	$	92,445	$	74,023	$	362,253	$	211,171	Net income		$	84,110	$	146,008

Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Unrealized gains (losses) on available-for-sale securities, net, and other	Unrealized gains (losses) on available-for-sale securities, net, and other	(219)		11		(794)		(10)		Unrealized gains (losses) on available-for-sale securities, net, and other		146		(907)
Other comprehensive income (loss)	Other comprehensive income (loss)	(219)		11		(794)		(10)		Other comprehensive income (loss)		146		(907)

Comprehensive income	Comprehensive income	$	92,226	$	74,034	$	361,459	$	211,161	Comprehensive income		$	84,256	$	145,101

Net income per common share:	Net income per common share:									Net income per common share:
Basic	Basic	$	2.11	$	1.55	$	8.04	$	4.43	Basic		$	2.03	$	3.11
Diluted	Diluted	$	2.10	$	1.54	$	7.99	$	4.40	Diluted		$	2.02	$	3.09
Weighted average common shares outstanding:	Weighted average common shares outstanding:									Weighted average common shares outstanding:
Basic	Basic	43,785		47,737		45,056		47,666		Basic		41,378		46,913
Diluted	Diluted	44,039		48,080		45,332		48,022		Diluted		41,570		47,208

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited and in thousands)


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

Balance, December 31, 2021																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																Repurchase of common stock into treasury	—	—		—		(2,298)	(228,024)		—		—		(228,024)
Equity awards vested, net of shares withheld for taxes	Equity awards vested, net of shares withheld for taxes	132	1		(5,259)		—	—		—		—		(5,258)		Equity awards vested, net of shares withheld for taxes	164	2		(9,433)		—	—		—		—		(9,431)

Share-based compensation	Share-based compensation	—	—		9,287		—	—		—		—		9,287		Share-based compensation	—	—		11,259		—	—		—		—		11,259
Comprehensive income (loss)	Comprehensive income (loss)	—	—		—		—	—		70,378		(24)		70,354		Comprehensive income (loss)	—	—		—		—	—		146,008		(907)		145,101
Balance, March 31, 2021		49,746	$	497	$	472,754	(2,561)	$	(119,143)	$	539,936	$	16	$	894,060
Balance, March 31, 2022																Balance, March 31, 2022	50,013	$	500	$	488,535	(4,884)	$	(349,855)	$	942,954	$	(1,202)	$	1,080,932

Equity awards vested, net of shares withheld for 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

Equity awards vested, net of shares withheld for taxes		12	—		(527)		—	—		—		—		(527)
Share-based compensation		—	—		2,589		—	—		—		—		2,589
Comprehensive income		—	—		—		—	—		74,023		11		74,034
Balance, September 30, 2021		49,836	$	498	$	480,364	(2,561)	$	(119,143)	$	680,729	$	30	$	1,042,478


		Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Loss		Total			Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Loss		Total
		Shares	Amount				Shares	Amount									Shares	Amount				Shares	Amount
Balance, December 31, 2021		49,849	$	498	$	486,709	(2,586)	$	(121,831)	$	796,946	$	(295)	$	1,162,027
Balance, December 31, 2022																Balance, December 31, 2022	50,109	$	501	$	501,674	(8,230)	$	(698,598)	$	1,240,996	$	(939)	$	1,043,634
Repurchase of common stock into treasury	Repurchase of common stock into treasury	—	—		—		(2,298)	(228,024)		—		—		(228,024)		Repurchase of common stock into treasury	—	—		—		(1,768)	(176,300)		—		—		(176,300)
Equity awards vested, net of shares withheld for taxes	Equity awards vested, net of shares withheld for taxes	164	2		(9,433)		—	—		—		—		(9,431)		Equity awards vested, net of shares withheld for taxes	127	1		(6,135)		—	—		—		—		(6,134)

Share-based compensation	Share-based compensation	—	—		11,259		—	—		—		—		11,259		Share-based compensation	—	—		10,318		—	—		—		—		10,318
Comprehensive income (loss)		—	—		—		—	—		146,008		(907)		145,101
Balance, March 31, 2022		50,013	$	500	$	488,535	(4,884)	$	(349,855)	$	942,954	$	(1,202)	$	1,080,932
Repurchase of common stock into treasury		—	—		—		(1,876)	(173,867)		—		—		(173,867)
Equity awards vested, net of shares withheld for taxes		19	—		(366)		—	—		—		—		(366)
Share-based compensation		—	—		8,513		—	—		—		—		8,513
Comprehensive income	Comprehensive income	—	—		—		—	—		123,800		332		124,132		Comprehensive income	—	—		—		—	—		84,110		146		84,256
Balance, June 30, 2022		50,032	$	500	$	496,682	(6,760)	$	(523,722)	$	1,066,754	$	(870)	$	1,039,344
Balance, March 31, 2023																Balance, March 31, 2023	50,236	$	502	$	505,857	(9,998)	$	(874,898)	$	1,325,106	$	(793)	$	955,774

Equity awards vested, net of shares withheld for taxes		55	1		(3,836)		—	—		—		—		(3,835)
Share-based compensation		—	—		4,898		—	—		—		—		4,898
Comprehensive income (loss)		—	—		—		—	—		92,445		(219)		92,226
Balance, September 30, 2022		50,087	$	501	$	497,744	(6,760)	$	(523,722)	$	1,159,199	$	(1,089)	$	1,132,633

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in thousands)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	362,253	$	211,171	Net income	$	84,110	$	146,008
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (inclusive of depreciation included in cost of revenue)	Depreciation and amortization (inclusive of depreciation included in cost of revenue)	99,087		75,871		Depreciation and amortization (inclusive of depreciation included in cost of revenue)	38,834		31,510
Non-cash interest expense and other	Non-cash interest expense and other	1,427		(4,541)		Non-cash interest expense and other	505		479
Write-off of fees on credit facilities and senior notes		—		158
Change in fair value of contingent consideration		(1,190)		—

Change in fair value of contingent consideration liabilities						Change in fair value of contingent consideration liabilities	80		—
Increase in allowance for credit losses and sales credits	Increase in allowance for credit losses and sales credits	22,199		2,103		Increase in allowance for credit losses and sales credits	25,447		3,432
Provision for deferred income taxes	Provision for deferred income taxes	(5,364)		(4,328)		Provision for deferred income taxes	(6,639)		18,526
Share-based compensation	Share-based compensation	24,670		17,895		Share-based compensation	10,318		11,259
Loss on disposal or sale of fixed assets		571		386
Loss on disposal or impairment of long-lived assets						Loss on disposal or impairment of long-lived assets	1,849		241

Net loss (gain) on investments in available-for-sale securities		652		(41)
Net loss on investments in available-for-sale securities						Net loss on investments in available-for-sale securities	81		174
Net loss (gain) on deferred compensation balances	Net loss (gain) on deferred compensation balances	(1,324)		96		Net loss (gain) on deferred compensation balances	41		(570)
Non-cash lease expense	Non-cash lease expense	4,818		(257)		Non-cash lease expense	(228)		2,880
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	44,532		(196,342)		Accounts receivable	(37,376)		(194,044)
Accounts receivable, subcontractor	Accounts receivable, subcontractor	(14,235)		(67,641)		Accounts receivable, subcontractor	(7,929)		(50,592)
Income taxes receivable	Income taxes receivable	(1,426)		5,472		Income taxes receivable	8,875		—
Prepaid expenses	Prepaid expenses	55,495		(5,695)		Prepaid expenses	(7,988)		33,373
Other current assets	Other current assets	12,399		3,411		Other current assets	(115)		12,180
Other assets	Other assets	(608)		780		Other assets	221		(342)

Accounts payable and accrued expenses	Accounts payable and accrued expenses	31,855		112,183		Accounts payable and accrued expenses	(9,557)		70,988
Accrued compensation and benefits	Accrued compensation and benefits	2,937		96,666		Accrued compensation and benefits	(71,038)		96,486
Other liabilities	Other liabilities	(99,534)		(26,268)		Other liabilities	11,903		18,353

Deferred revenue	Deferred revenue	(809)		6,276		Deferred revenue	2,040		(126)
Restricted investments balance		—		16

Net cash provided by operating activities	Net cash provided by operating activities	538,405		227,371		Net cash provided by operating activities	43,434		200,215

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	(51,229)		(38,710)		Purchase and development of fixed assets	(17,487)		(13,590)
Purchase of investments	Purchase of investments	(13,152)		(32,437)		Purchase of investments	—		(4,018)
Proceeds from sale and maturity of investments	Proceeds from sale and maturity of investments	12,549		40,000		Proceeds from sale and maturity of investments	2,007		6,885
Purchase of equity investment		—		(500)

Proceeds from sale of equity investment	Proceeds from sale of equity investment	68		78		Proceeds from sale of equity investment	—		68
Payments to fund deferred compensation plan	Payments to fund deferred compensation plan	(21,411)		(6,094)		Payments to fund deferred compensation plan	(16,951)		(12,584)

Cash paid for acquisitions, net of cash and restricted cash received		(69,801)		(41,264)
Cash paid for other intangibles		(5,091)		(90)

Net cash used in investing activities	Net cash used in investing activities	(148,067)		(79,017)		Net cash used in investing activities	(32,431)		(23,239)

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		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Payments on term loans		—		(21,875)

Payments on revolving credit facility	Payments on revolving credit facility	—		(70,000)		Payments on revolving credit facility	(70,000)		—
Proceeds from revolving credit facility	Proceeds from revolving credit facility	—		70,000		Proceeds from revolving credit facility	210,000		—

Repurchase of common stock(1)	Repurchase of common stock(1)	(401,891)		—		Repurchase of common stock(1)	(174,744)		(228,024)
Payment of financing costs						Payment of financing costs	(3,579)		—

Earn-out payments to settle contingent consideration liabilities for prior acquisitions		—		(3,100)
Cash paid for shares withheld for taxes	Cash paid for shares withheld for taxes	(13,632)		(6,255)		Cash paid for shares withheld for taxes	(6,134)		(9,431)
Net cash used in financing activities	Net cash used in financing activities	(415,523)		(31,230)		Net cash used in financing activities	(44,457)		(237,455)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	—		(10)		Effect of exchange rate changes on cash	—		(183)
Net increase (decrease) in cash, cash equivalents and restricted cash		(25,185)		117,114
Net decrease in cash, cash equivalents and restricted cash						Net decrease in cash, cash equivalents and restricted cash	(33,454)		(60,662)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	246,714		83,990		Cash, cash equivalents and restricted cash at beginning of period	137,872		246,714
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	221,529	$	201,104	Cash, cash equivalents and restricted cash at end of period	$	104,418	$	186,052

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	$	10,700	$	35,066	Cash paid for amounts included in the measurement of operating lease liabilities	$	2,610	$	4,230
Cash paid for interest (net of $452 and $248 capitalized for the nine months ended September 30, 2022 and 2021, respectively)		$	18,950	$	19,301
Cash paid for interest (net of $288 and $121 capitalized for the three months ended March 31, 2023 and 2022, respectively)						Cash paid for interest (net of $288 and $121 capitalized for the three months ended March 31, 2023 and 2022, respectively)	$	1,053	$	196
Cash paid for income taxes	Cash paid for income taxes	$	164,757	$	72,863	Cash paid for income taxes	$	5,404	$	9,824
Acquisitions:
Fair value of tangible assets acquired in acquisitions, net of cash and restricted cash received		$	2,731	$	1,906
Goodwill		43,301		28,135
Intangible assets		40,200		12,440
Liabilities assumed		(8,431)		(1,217)

Contingent consideration liabilities		(8,000)		—
Net cash paid for acquisitions		$	69,801	$	41,264

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	$	5,187	$	5,080	Purchase of fixed assets recorded in accounts payable and accrued expenses	$	6,849	$	4,771
Excise tax payable on share repurchases						Excise tax payable on share repurchases	$	1,556	$	—

(1) The difference between the amount reported for the three months ended March 31, 2023 and the corresponding amount presented in the condensed consolidated statements of stockholders’ equity is due to accrued excise tax payable on share repurchases recorded within treasury stock.

See accompanying notes to unaudited condensed consolidated financial statements.

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AMN HEALTHCARE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

1. BASIS OF PRESENTATION

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

The unaudited condensed consolidated financial statements do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). Please refer to the Company’s audited consolidated financial statements and the related notes for the fiscal year ended December 31, ~~2021,~~2022, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2022, filed with the Securities and Exchange Commission on February ~~24, 2022~~22, 2023 (the ~~“2021~~“2022 Annual Report”).

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

Recently Adopted Accounting Pronouncements

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

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments 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 includes cash, corporate bonds and commercial paper that serve as collateral for the Company’s captive insurance subsidiary claim payments. See Note ~~(6)~~(7), “Fair Value Measurement” for additional information.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying condensed consolidated balance sheets and related notes to the amounts presented in the accompanying condensed consolidated statements of cash flows.

September 30, 2022 December 31, 2021
Cash and cash equivalents $ 155,723 $ 180,928
Restricted cash and cash equivalents (included in other current assets) 27,764 29,262
Restricted cash, cash equivalents and investments 64,883 64,482
Total cash, cash equivalents and restricted cash and investments 248,370 274,672
Less restricted investments (26,841) (27,958)
Total cash, cash equivalents and restricted cash $ 221,529 $ 246,714

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	March 31, 2023		December 31, 2022
Cash and cash equivalents	$	28,516	$	64,524
Restricted cash and cash equivalents (included in other current assets)	31,500		37,225
Restricted cash, cash equivalents and investments	67,594		61,218
Total cash, cash equivalents and restricted cash and investments	127,610		162,967
Less restricted investments	(23,192)		(25,095)
Total cash, cash equivalents and restricted cash	$	104,418	$	137,872

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

Accounts Receivable

The Company records accounts receivable at the invoiced amount. Accounts receivable are non-interest bearing. The Company maintains an allowance for expected credit losses based on the Company’s historical write-off experience, an assessment of its customers’ financial conditions and available information that is relevant to assessing the collectability of cash flows, which includes current conditions and forecasts about future economic conditions.

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


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

Provision for expected credit losses	6,938		1,166
Amounts written off charged against the allowance	(1,112)		(534)

Balance as of March 31,	$	37,736	$	7,470

~~Table~~The increase in the provision for expected credit losses for the three months ended March 31, 2023 was primarily the result of ~~Contents~~

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

2022 2021
Balance as of January 1, $ 6,838 $ 7,043
Provision for expected credit losses 10,129 325
Amounts written off charged against the allowance (1,773) (1,220)
Balance as of September 30, $ 15,194 $ 6,148
Reclassifications

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

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2. ACQUISITIONS

AsThe Company accounted for the acquisition set forth below ~~the Company completed two acquisitions during the period of January 1, 2021 through September 30, 2022, which were accounted for~~ using the acquisition method of accounting. Accordingly, the Company recorded the tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the ~~applicable~~ date of acquisition. Since the ~~applicable~~ date of acquisition, the Company has revised the allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on analysis of information that has been made available through ~~September 30, 2022.~~March 31, 2023. The ~~allocations~~allocation will continue to be updated through the measurement period, if necessary. The goodwill recognized for ~~these acquisitions~~the acquisition is attributable to expected growth as the Company leverages its brand and diversifies its services offered to clients, including potential revenue growth and margin expansion. ~~For each acquisition, the~~The Company did not incur any material acquisition-related costs.

Connetics Acquisition

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

The preliminary allocation of the ~~$78,764~~$78,533 purchase price, which was reduced by the final working capital settlement during the fourth quarter of 2022, consisted of (1) ~~$3,694~~$3,632 of fair value of tangible assets acquired, which included $963 cash received, (2) ~~$8,431~~$8,244 of liabilities assumed, (3) $40,200 of identified intangible assets, and (4) ~~$43,301~~$42,945 of goodwill, of which ~~$35,317~~$34,944 is deductible for tax purposes. The intangible assets acquired have a weighted average useful life of approximately thirteen years. The following table summarizes the fair value and useful life of each intangible asset acquired as of the acquisition date:


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

~~Synzi and SnapMD Acquisition~~

On April 7, 2021, the Company completed its acquisition of Synzi Holdings, Inc. (“Synzi”) and its wholly-owned subsidiary, SnapMD, LLC (“SnapMD”). Synzi is a virtual care communication platform that enables organizations to conduct virtual visits and use secure messaging, text, and email for clinician-to-patient and clinician-to-clinician communications. SnapMD is a full-service virtual care management company, specializing in providing software to enable healthcare providers to better engage with their patients. The initial purchase price of $42,240 consisted entirely of cash consideration paid upon acquisition. The acquisition was funded primarily through borrowings under the Company’s $400,000 senior secured revolving credit facility (the “Senior Credit Facility”). See additional information regarding the Senior Credit Facility in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement” of the 2021 Annual Report. The results of Synzi and SnapMD have been included in the Company’s technology and workforce solutions segment since the date of acquisition. During the second quarter of 2021, $92 was returned to the Company in respect of the final working capital settlement.

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

~~3. REVENUE RECOGNITION~~

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3. REVENUE RECOGNITION

Revenue primarily consists of fees earned from the temporary staffing and permanent placement of healthcare professionals, executives, and leaders (clinical and operational). The Company also generates revenue from technology-enabled services, including language interpretation and vendor management systems, and talent planning and acquisition services, including recruitment process outsourcing. The Company recognizes revenue when control of its services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those services. Revenue from temporary staffing services is recognized as the services are rendered by clinical and non-clinical healthcare professionals. Under the Company’s managed services program (“MSP”) arrangements, the Company manages all or a part of a customer’s supplemental workforce needs utilizing its own network of healthcare professionals along with those of third-party subcontractors. Revenue and the related direct costs under MSP arrangements are recorded in accordance with the accounting guidance on reporting revenue gross as a principal versus net as an agent. When the Company uses subcontractors and acts as an agent, revenue is recorded net of the related subcontractor’s expense. Revenue from permanent placement and recruitment process outsourcing services is recognized as the services are rendered. Depending on the arrangement, the Company’s technology-enabled service revenue is recognized either as the services are rendered or ratably over the applicable arrangement’s service period.

The Company’s customers are primarily billed as services are rendered. Any fees billed in advance of being earned are recorded as deferred revenue. While payment terms vary by the type of customer and the services rendered, the term between invoicing and when payment is due is not significant.

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

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

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

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

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

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4. NET INCOME PER COMMON SHARE

Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period. The following table sets forth the computation of basic and diluted net income per common share:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Net income	Net income	$	92,445	$	74,023	$	362,253	$	211,171	Net income		$	84,110	$	146,008

Net income per common share - basic	Net income per common share - basic	$	2.11	$	1.55	$	8.04	$	4.43	Net income per common share - basic		$	2.03	$	3.11
Net income per common share - diluted	Net income per common share - diluted	$	2.10	$	1.54	$	7.99	$	4.40	Net income per common share - diluted		$	2.02	$	3.09

Weighted average common shares outstanding - basic	Weighted average common shares outstanding - basic	43,785		47,737		45,056		47,666		Weighted average common shares outstanding - basic		41,378		46,913
Plus dilutive effect of potential common shares	Plus dilutive effect of potential common shares	254		343		276		356		Plus dilutive effect of potential common shares		192		295
Weighted average common shares outstanding - diluted	Weighted average common shares outstanding - diluted	44,039		48,080		45,332		48,022		Weighted average common shares outstanding - diluted		41,570		47,208

Share-based awards to purchase 14243 and 15160 shares of common stock were not included in the above calculation of diluted net income per common share for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, respectively, because the effect of these instruments was anti-dilutive. ~~Share-based awards to purchase 21~~

Since March 31, 2023, and 26through May 5, 2023, the Company repurchased 594 shares of its common stock ~~were not included~~at an average price of $84.18 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 nine months ended September 30, 2021, respectively, because~~$50,000 excluding the effect of ~~these instruments was anti-dilutive.~~1% of excise taxes on the repurchased amount.

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5. SEGMENT INFORMATION

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

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

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

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Revenue
Nurse and allied solutions $ 828,317 $ 627,049 $ 3,157,834 $ 1,908,195
Physician and leadership solutions 175,152 150,663 530,355 430,523
Technology and workforce solutions 135,117 100,088 429,542 282,472
$ 1,138,586 $ 877,800 $ 4,117,731 $ 2,621,190
Segment operating income
Nurse and allied solutions $ 115,182 $ 92,564 $ 471,141 $ 283,768
Physician and leadership solutions 23,904 19,301 64,280 62,366
Technology and workforce solutions 71,145 47,210 232,526 131,952
210,231 159,075 767,947 478,086
Unallocated corporate overhead 34,635 23,867 116,356 74,915
Depreciation and amortization 33,239 26,104 96,169 74,098
Depreciation (included in cost of revenue) 1,091 686 2,918 1,773
Share-based compensation 4,898 2,589 24,670 17,895
Interest expense, net, and other 8,961 5,223 28,630 24,278
Income before income taxes $ 127,407 $ 100,606 $ 499,204 $ 285,127

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


	Three Months Ended March 31,
		2023		2022
Revenue
Nurse and allied solutions		$	824,480	$	1,228,039
Physician and leadership solutions		165,757		179,506
Technology and workforce solutions		135,986		144,993
		$	1,126,223	$	1,552,538
Segment operating income
Nurse and allied solutions		$	113,445	$	195,089
Physician and leadership solutions		25,100		20,381
Technology and workforce solutions		67,010		78,880
		205,555		294,350
Unallocated corporate overhead		30,733		43,648
Depreciation and amortization		37,577		30,656
Depreciation (included in cost of revenue)		1,257		854
Share-based compensation		10,318		11,259
Interest expense, net, and other		10,259		9,589
Income before income taxes		$	115,411	$	198,344

Three Months Ended September 30, 2022
Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total
Travel nurse staffing $ 583,463 $ — $ — $ 583,463
Labor disruption services 19,479 — — 19,479
Local staffing 31,814 — — 31,814
Allied staffing 190,044 — — 190,044
Locum tenens staffing — 106,055 — 106,055
Interim leadership staffing — 47,559 — 47,559
Temporary staffing 824,800 153,614 — 978,414
Permanent placement 3,517 21,538 — 25,055
Language services — — 55,502 55,502
Vendor management systems — — 60,304 60,304
Other technologies — — 7,290 7,290
Technology-enabled services — — 123,096 123,096
Talent planning and acquisition — — 12,021 12,021
Total revenue $ 828,317 $ 175,152 $ 135,117 $ 1,138,586

Three Months Ended September 30, 2021
Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total
Travel nurse staffing $ 444,803 $ — $ — $ 444,803
Labor disruption services 22,573 — — 22,573
Local staffing 23,272 — — 23,272
Allied staffing 136,401 — — 136,401
Locum tenens staffing — 88,994 — 88,994
Interim leadership staffing — 43,814 — 43,814
Temporary staffing 627,049 132,808 — 759,857
Permanent placement — 17,855 — 17,855
Language services — — 47,135 47,135
Vendor management systems — — 33,467 33,467
Other technologies — — 7,819 7,819
Technology-enabled services — — 88,421 88,421
Talent planning and acquisition — — 11,667 11,667
Total revenue $ 627,049 $ 150,663 $ 100,088 $ 877,800

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Nine Months Ended September 30, 2022
Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total
Travel nurse staffing $ 2,329,240 $ — $ — $ 2,329,240
Labor disruption services 102,549 — — 102,549
Local staffing 109,265 — — 109,265
Allied staffing 611,226 — — 611,226
Locum tenens staffing — 324,663 — 324,663
Interim leadership staffing — 139,519 — 139,519
Temporary staffing 3,152,280 464,182 — 3,616,462
Permanent placement 5,554 66,173 — 71,727
Language services — — 158,031 158,031
Vendor management systems — — 210,470 210,470
Other technologies — — 21,787 21,787
Technology-enabled services — — 390,288 390,288
Talent planning and acquisition — — 39,254 39,254
Total revenue $ 3,157,834 $ 530,355 $ 429,542 $ 4,117,731

Nine Months Ended September 30, 2021
Nurse and Allied Solutions Physician and Leadership Solutions Technology and Workforce Solutions Total
Travel nurse staffing $ 1,400,629 $ — $ — $ 1,400,629
Labor disruption services 25,126 — — 25,126
Local staffing 80,932 — — 80,932
Allied staffing 401,508 — — 401,508
Locum tenens staffing — 253,190 — 253,190
Interim leadership staffing — 126,584 — 126,584
Temporary staffing 1,908,195 379,774 — 2,287,969
Permanent placement — 50,749 — 50,749
Language services — — 133,706 133,706
Vendor management systems — — 96,086 96,086
Other technologies — — 21,791 21,791
Technology-enabled services — — 251,583 251,583
Talent planning and acquisition — — 30,889 30,889
Total revenue $ 1,908,195 $ 430,523 $ 282,472 $ 2,621,190

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

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


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


Goodwill adjustment for Connetics acquisition	(45)		—		—		(45)

Balance, March 31, 2023	$	381,960	$	152,800	$	400,559	$	935,319
Accumulated impairment loss as of December 31, 2022 and March 31, 2023	$	154,444	$	60,495	$	—	$	214,939

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Disaggregation of Revenue

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


	Three Months Ended March 31, 2023
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Travel nurse staffing	$	592,677	$	—	$	—	$	592,677
Labor disruption services	5,702		—		—		5,702
Local staffing	25,272		—		—		25,272
Allied staffing	196,125		—		—		196,125
Locum tenens staffing	—		106,703		—		106,703
Interim leadership staffing	—		40,242		—		40,242
Temporary staffing	819,776		146,945		—		966,721
Permanent placement	4,704		18,812		—		23,516
Language services	—		—		61,676		61,676
Vendor management systems	—		—		54,173		54,173
Other technologies	—		—		7,347		7,347
Technology-enabled services	—		—		123,196		123,196
Talent planning and acquisition	—		—		12,790		12,790
Total revenue	$	824,480	$	165,757	$	135,986	$	1,126,223


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

Local staffing	44,057		—		—		44,057
Allied staffing	213,873		—		—		213,873
Locum tenens staffing	—		112,672		—		112,672
Interim leadership staffing	—		44,354		—		44,354
Temporary staffing	1,228,039		157,026		—		1,385,065
Permanent placement	—		22,480		—		22,480
Language services	—		—		49,238		49,238
Vendor management systems	—		—		75,022		75,022
Other technologies	—		—		7,658		7,658
Technology-enabled services	—		—		131,918		131,918
Talent planning and acquisition	—		—		13,075		13,075
Total revenue	$	1,228,039	$	179,506	$	144,993	$	1,552,538

The Company did not generate material revenue from labor disruption services during the three months ended March 31, 2022.

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6. NOTES PAYABLE AND CREDIT AGREEMENT

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

7. FAIR VALUE MEASUREMENT

The Company’s valuation techniques and inputs used to measure fair value and the definition of the three levels (Level 1, Level 2, and Level 3) of the fair value hierarchy are disclosed in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (3), Fair Value Measurement” of the ~~2021~~2022 Annual Report. The Company has not changed the valuation techniques or inputs it uses for its fair value measurement during the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023.

Assets and Liabilities Measured on a Recurring Basis

The Company invests a portion of its cash and cash equivalents in non-federally insured money market funds that are measured at fair value based on quoted prices, which are Level 1 inputs.

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

The Company’s restricted cash equivalents and investments that serve as collateral for the Company’s captive insurance company include commercial paper that 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 ~~$29,296~~$37,600 commercial paper issued and outstanding as of ~~September 30,~~March 31, 2023, none had original maturities greater than three months. Of the $31,536 commercial paper issued and outstanding as of December 31, 2022, none had original maturities greater than three months and were considered available-for-sale securities. As of December 31, 2021, the Company had $80,596 commercial paper issued and outstanding, of which none had original maturities greater than three months and were considered available-for-sale securities.months.

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. As of ~~September 30, 2022,~~March 31, 2023, the Company had ~~$26,841~~$23,192 corporate bonds issued and outstanding, all of which had original maturities greater than three months and were considered available-for-sale securities. As of December 31, ~~2021,~~2022, the Company had ~~$29,159~~$25,095 corporate bonds issued and outstanding, all 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.

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

Fair Value Measurements as of September 30, 2022 Fair Value Measurements as of December 31, 2021
Assets (Liabilities) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Money market funds $ 125,859 $ — $ — $ 125,859 $ 91,454 $ — $ — $ 91,454
Deferred compensation (116,922) — — (116,922) (119,617) — — (119,617)
Corporate bonds — 26,841 — 26,841 — 29,159 — 29,159
Commercial paper — 29,296 — 29,296 — 80,596 — 80,596
Acquisition contingent consideration liabilities — — (6,810) (6,810) — — — —

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~~Level 3 Information~~


	Fair Value Measurements as of March 31, 2023								Fair Value Measurements as of December 31, 2022
Assets (Liabilities)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Money market funds	$	641	$	—	$	—	$	641	$	36,895	$	—	$	—	$	36,895
Deferred compensation	(144,349)		—		—		(144,349)		(128,465)		—		—		(128,465)
Corporate bonds	—		23,192		—		23,192		—		25,095		—		25,095
Commercial paper	—		37,600		—		37,600		—		31,536		—		31,536
Acquisition contingent consideration liabilities	—		—		(5,150)		(5,150)		—		—		(5,070)		(5,070)

~~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:~~
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Beginning balance $ (8,580) $ — $ — $ (8,000)
Settlement of b4health contingent consideration liability for year ended December 31, 2020 — — — 8,000
Contingent consideration liability from Connetics acquisition on May 13, 2022 — — (8,000) —
Change in fair value of contingent consideration liability from Connetics acquisition 1,770 — 1,190 —
Ending balance $ (6,810) $ — $ (6,810) $ —

Assets Measured on a Non-Recurring Basis

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

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

The Company’s equity investment represents an investment in a non-controlled corporation without a readily determinable market value. The Company has elected to measure the investment at cost minus impairment, if any, plus or minus changes resulting from observable price changes. The fair value is determined by using quoted prices for identical or similar investments of the same issuer, which are Level 2 inputs, and other information available to the Company such as the rights and obligations of the securities. The Company recognizes changes to the fair value of its equity investment in interest expense, net, and other in the condensed consolidated statements of comprehensive income. The balance of the equity investment was ~~$22,633~~$19,204 as of both ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

There were no ~~triggering events identified, no indication of impairment of the Company’s goodwill, indefinite-lived intangible assets, long-lived assets, or equity investments, and no~~material impairment charges recorded during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.

Fair Value of Financial Instruments

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate the value, even though these instruments are not recognized at fair value in the consolidated balance sheets. The fair value of the Company’s 4.625% senior notes due 2027 (the “2027 Notes”) and 4.000% senior notes due 2029 (the “2029 Notes”) was estimated using quoted market prices in active markets for identical liabilities, which are Level 1 inputs. The carrying amounts and estimated fair value of the 2027 Notes and the 2029 Notes are presented in the following table. See additional information regarding the 2027 Notes and the 2029 Notes in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement” of the ~~2021~~2022 Annual Report.


		As of September 30, 2022				As of December 31, 2021					As of March 31, 2023				As of December 31, 2022
		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value			Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
2027 Notes	2027 Notes	$	500,000	$	447,500	$	500,000	$	517,500	2027 Notes	$	500,000	$	463,125	$	500,000	$	460,000
2029 Notes	2029 Notes	350,000		294,000		350,000		353,500		2029 Notes	350,000		308,875		350,000		300,125

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

7.8. INCOME TAXES

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The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. With few exceptions, as of ~~September 30, 2022,~~March 31, 2023, the Company is no longer subject to state, local or foreign examinations by tax authorities for tax years before 2011, and the Company is no longer subject to U.S. federal income or payroll tax examinations for tax years before ~~2018.~~2019.

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The Company believes its liability for unrecognized tax benefits and contingent tax issues is adequate with respect to all open years. Notwithstanding the foregoing, the Company could adjust its provision for income taxes and contingent tax liability based on future developments.

~~CARES Act~~

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

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

8.9. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company is involved in various lawsuits, claims, investigations, and proceedings that arise in the ordinary course of business. These matters typically relate to professional liability, tax, compensation, contract, competitor disputes and employee-related matters and include individual and class action lawsuits, as well as inquiries and investigations by governmental agencies regarding the Company’s employment and compensation practices. Additionally, some of the Company’s clients may also become subject to claims, governmental inquiries and investigations, and legal actions relating to services provided by the Company’s healthcare professionals. Depending upon the particular facts and circumstances, the Company may also be subject to indemnification obligations under its contracts with such clients relating to these matters. The Company accrues for contingencies and records a liability when management believes an adverse outcome from a loss contingency is both probable and the amount, or a range, can be reasonably estimated. Significant judgment is required to determine both probability of loss and the estimated amount. The Company reviews its loss contingencies at least quarterly and adjusts its accruals and/or disclosures to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, or other new information, as deemed necessary. The most significant matters for which the Company has established loss contingencies are class actions related to wage and hour claims under California and Federal law. Specifically, among other claims in these lawsuits, it is alleged that certain expense reimbursements should be considered wages and included in the regular rate of pay for purposes of calculating overtime rates.

On May 26, 2016, former travel nurse Verna Maxwell Clarke filed a complaint against AMN Services, LLC, in California Superior Court in Los Angeles County. The Company removed the case to the United States District Court for the Central District of California (Case No. 2:16-cv-04132-DSF-KS) (the “Clarke Matter”). The complaint asserts that, due to the Company’s per diem adjustment practices, traveling nurses’ per diem benefits should be included in their regular rate of pay for the purposes of calculating their overtime compensation. On June 26, 2018, the district court denied the plaintiffs’ Motion for Summary Judgment in its entirety, and granted the Company’s Motion for Summary Judgment with respect to the plaintiffs’ per diem and overtime claims. The plaintiffs filed an appeal of the judgment relating to the per diem claims with the Ninth Circuit Court of Appeals (the “Ninth Circuit”). On February 8, 2021, the Ninth Circuit issued an opinion that reversed the district court’s granting of the Company’s Motion for Summary Judgment and remanded the matter to the district court instructing the district to enter partial summary judgment in favor of the plaintiffs. On August 26, 2021, the Company filed a Petition for Writ of Certiorari in the United States Supreme Court seeking review of the Ninth Circuit’s decision, which was denied on December 13, 2021. This case is proceeding in the 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 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

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

Because of the inherent uncertainty of litigation, the Company is not able to reasonably predict if any matter will be resolved in a manner that is materially adverse to the Company. The Company has recorded accruals in connection with the two matters described above amounting to ~~$37,225.~~$46,225. The Company is currently unable to estimate the possible loss or range of loss beyond amounts already accrued. Loss contingencies accrued as of both ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 are included in accounts payable and accrued expenses and other long-term liabilities in the consolidated balance sheets.

Operating Leases

In the first quarter of 2022, the Company entered into a lease agreement for an office building located in Dallas, Texas, with future undiscounted lease payments of approximately $29,514, excluding lease incentives. Because the Company does not control the underlying asset during the construction period, the Company is not considered the owner of the asset under construction for accounting purposes. The lease will commence upon completion of the construction of the office building which is expected be in the ~~first~~second 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.

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9.10. BALANCE SHEET DETAILS

The consolidated balance sheets detail is as follows:


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Other current assets:	Other current assets:					Other current assets:
Restricted cash and cash equivalents	Restricted cash and cash equivalents	$	27,764	$	29,262	Restricted cash and cash equivalents	$	31,500	$	37,225
Income taxes receivable	Income taxes receivable	1,426		—		Income taxes receivable	—		8,875
Other	Other	25,314		37,568		Other	20,052		19,937
Other current assets	Other current assets	$	54,504	$	66,830	Other current assets	$	51,552	$	66,037

Prepaid expenses:
Prepaid payroll deposits		$	—	$	60,014
Other		17,019		12,446
Prepaid expenses		17,019		72,460

Fixed assets:	Fixed assets:					Fixed assets:
Furniture and equipment	Furniture and equipment	$	47,618	$	43,134	Furniture and equipment	$	54,978	$	51,408
Software	Software	303,197		265,137		Software	333,302		323,418
Leasehold improvements	Leasehold improvements	2,882		8,797		Leasehold improvements	938		2,067
		353,697		317,068			389,218		376,893
Accumulated depreciation	Accumulated depreciation	(212,702)		(189,954)		Accumulated depreciation	(233,942)		(227,617)
Fixed assets, net	Fixed assets, net	$	140,995	$	127,114	Fixed assets, net	$	155,276	$	149,276

Other assets:	Other assets:					Other assets:
Life insurance cash surrender value	Life insurance cash surrender value	$	110,279	$	115,095	Life insurance cash surrender value	$	140,731	$	117,139
Operating lease right-of-use assets						Operating lease right-of-use assets	$	14,484	16,266
Other	Other	42,691		41,575		Other	42,110		38,611
Other assets	Other assets	$	152,970	$	156,670	Other assets	$	197,325	$	172,016

Accounts payable and accrued expenses:	Accounts payable and accrued expenses:					Accounts payable and accrued expenses:
Trade accounts payable	Trade accounts payable	$	84,334	$	77,325	Trade accounts payable	$	81,447	$	78,057
Subcontractor payable	Subcontractor payable	254,697		261,689		Subcontractor payable	278,432		295,259
Accrued expenses	Accrued expenses	89,196		61,220		Accrued expenses	82,337		73,885
Loss contingencies	Loss contingencies	14,933		10,400		Loss contingencies	15,874		14,638
Professional liability reserve	Professional liability reserve	7,712		7,127		Professional liability reserve	8,091		7,756
Other	Other	8,365		7,496		Other	7,583		6,857
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	459,237	$	425,257	Accounts payable and accrued expenses	$	473,764	$	476,452

Accrued compensation and benefits:	Accrued compensation and benefits:					Accrued compensation and benefits:
Accrued payroll	Accrued payroll	$	93,495	$	98,817	Accrued payroll	$	72,113	$	63,857
Accrued bonuses and commissions	Accrued bonuses and commissions	90,640		105,155		Accrued bonuses and commissions	28,032		96,760
Accrued travel expense		2,312		3,058
Health insurance reserve		7,685		6,041

Workers compensation reserve	Workers compensation reserve	11,500		12,384		Workers compensation reserve	12,394		12,113
Deferred compensation	Deferred compensation	116,922		119,617		Deferred compensation	144,349		128,465
Other	Other	16,279		9,309		Other	12,349		32,049
Accrued compensation and benefits	Accrued compensation and benefits	$	338,833	$	354,381	Accrued compensation and benefits	$	269,237	$	333,244

Other current liabilities:	Other current liabilities:					Other current liabilities:
Acquisition related liabilities	Acquisition related liabilities	$	6,810	$	—	Acquisition related liabilities	$	5,150	$	5,070
Income taxes payable	Income taxes payable	—		21,162		Income taxes payable	23,395		—
Client deposits	Client deposits	61,319		141,102		Client deposits	7,463		21,466
Operating lease liabilities						Operating lease liabilities	7,789		8,090
Deferred revenue						Deferred revenue	13,876		11,825
Other	Other	1,761		155		Other	2,927		1,786
Other current liabilities	Other current liabilities	$	69,890	$	162,419	Other current liabilities	$	60,600	$	48,237

Other long-term liabilities:						Other long-term liabilities:
Workers compensation reserve						Workers compensation reserve	$	22,756	$	23,841
Professional liability reserve						Professional liability reserve	38,153		36,214

Operating lease liabilities						Operating lease liabilities	7,652		9,360

Other						Other	53,213		51,151
Other long-term liabilities						Other long-term liabilities	$	121,774	$	120,566

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September 30, 2022 December 31, 2021
Other long-term liabilities:
Workers compensation reserve $ 22,633 $ 24,130
Professional liability reserve 38,163 34,544
Unrecognized tax benefits 4,785 4,633
Other 32,647 33,682
Other long-term liabilities $ 98,228 $ 96,989

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

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto and other financial information included elsewhere herein and in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2022, filed with the Securities and Exchange Commission (“SEC”) on February ~~24,~~ 22, 2023 (“2022 ~~(“2021~~ Annual Report”). Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are “forward-looking statements.” See “Special Note Regarding Forward-Looking Statements.” We undertake no obligation to update the forward-looking statements in this Quarterly Report. References in this Quarterly Report to “AMN Healthcare,” the “Company,” “we,” “us” and “our” refer to AMN Healthcare Services, Inc. and its wholly owned subsidiaries.

Overview of Our Business

We provide healthcare workforce solutions and staffing services to healthcare organizations across the nation. As an innovative total talent solutions partner, our managed services programs, or “MSP,” vendor management systems, or “VMS,” workforce consulting services, predictive modeling, staff scheduling, ~~credentialing services,~~ revenue cycle solutions, language services, and the placement of physicians, nurses, allied healthcare professionals and healthcare leaders into temporary and permanent positions enable our clients to successfully reduce staffing complexity, increase efficiency and lead their organizations within the rapidly evolving healthcare environment.

We conduct business through three reportable segments: (1) nurse and allied solutions, (2) physician and leadership solutions, and (3) technology and workforce solutions. For the three months ended ~~September 30, 2022,~~March 31, 2023, we recorded revenue of ~~$1,138.6~~$1,126.2 million, as compared to ~~$877.8 million for the same period last year. For the nine months ended September 30, 2022, we recorded revenue of $4,117.7 million, as compared to $2,621.2~~$1,552.5 million for the same period last year.

Nurse and allied solutions segment revenue comprised ~~77%~~73% and ~~73%~~79% of total consolidated revenue for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. Through our nurse and allied solutions segment, we provide hospitals and other healthcare facilities with a comprehensive managed services solution in which we manage and staff all of the temporary and permanent nursing and allied staffing needs of a client. We also provide revenue cycle solutions, which include skilled labor solutions for remote medical coding, clinical documentation improvement, case management, and clinical data registry, and provide auditing and advisory services. A majority of our placements in this segment are under our managed services solution, however, we also provide traditional direct nurse and allied healthcare staffing solutions of variable assignment lengths.

Physician and leadership solutions segment revenue comprised ~~13%~~15% and ~~16%~~12% of total consolidated revenue for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. Through our physician and leadership solutions segment, we place physicians of all specialties, as well as dentists and advanced practice providers, with clients on a temporary basis, generally as independent contractors. We also recruit physicians and healthcare leaders for permanent placement and place interim leaders and executives across all healthcare settings. The interim healthcare leaders and executives we place are typically placed on contracts with assignment lengths ranging from a few days to one year, and a growing number of these placements are under our managed services solution.

Technology and workforce solutions segment revenue comprised ~~10%~~12% and ~~11%~~9% of total consolidated revenue for both of the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. Through our technology and workforce solutions segment, we provide hospitals and other healthcare facilities with a range of workforce solutions, including: (1) language services, (2) software-as-a-service (“SaaS”) VMS technologies through which our clients can manage their temporary staffing needs, (3) workforce optimization services that include consulting, data analytics, predictive modeling, and SaaS-based scheduling technology, (4) recruitment process outsourcing services that leverage our expertise and support systems to replace or complement a client’s existing internal recruitment function for permanent placement needs, and (5) virtual care ~~services, and (6) credentialing~~ services.

As part of our long-term growth strategy to add value for our clients, healthcare professionals, and shareholders, on May 13, 2022 and April 7, 2021, we acquired Connetics and Synzi (including its wholly-owned subsidiary SnapMD), respectively. Connetics specializes in the direct hire recruitment and permanent placement of international nurse and allied health professionals with healthcare facilities in the United States. Synzi and SnapMD offer virtual care technology platforms; Synzi focuses on the care management and home health markets and primarily serves as a patient communication and engagement

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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

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

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

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

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

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

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

Recent Trends

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

~~We continue~~continues to see high demand levels across our nurse and allied solutions segment driven by vacancies resulting from burnout, attrition, and retirements. In the third quarter, we also saw demand increase due to seasonal needs including flu clinics, winter orders, and staffing in school settings. Demand remainsbe above pre-pandemic levels and certain specialties such as allied therapy are up significantly year over year. Our clients are still dealing with significant labor shortages as their progress on permanent hiring and retention has not addressed the ~~industry approaches~~vacancies. At the same time, despite the relatively high level of hospital job openings, our clients have focused on reducing what ~~we believe to be new normal levels. The wages~~had been historically high utilization of contingent labor.

Wages for nurses and the corresponding bill rates we charge our clients peaked in the first quarter of 2022. Bill rates in our nurse and ~~clinician compensation declined~~allied solutions segment decreased year-over-year in the ~~second and third quarters, but remain well above prior year and pre-pandemic levels.~~first quarter of 2023. We expect bill rates and clinician compensation to ~~decline at a slower rate in the fourth quarter and remain~~stabilize above pre-pandemic levels ~~as we exit 2022.~~in 2023.

~~Demand across~~In our physician and leadership solutions segment, ~~exceeded~~demand for our locum tenens business is well above pre-pandemic ~~levels during~~levels. Demand for certified registered nurse anesthetists (CRNAs), which represents the ~~first half~~largest percentage of ~~2022. Compared~~revenue in this business, continues to ~~the second quarter of 2022, we saw a decline in our interim leadership business as some healthcare organizations are streamlining leadership roles to reduce costs.~~be strong. We expect continued strong demand for ~~locum~~locums tenens staffing in the ~~fourth~~second quarter of ~~2022.~~

2023. Demand remained softer for our interim leadership and search businesses in the first quarter of 2023 as some healthcare organizations streamlined or deferred leadership roles to reduce costs.

In our technology and workforce solutions segment, our language services business continued to experience increased utilization ~~due to~~reflecting a continued shift to more virtual interpretation that began during the ~~pandemic and labor shortages. Bill~~pandemic. As anticipated, bill rates and volumes ~~declined~~ in our VMS business followed similar trends as our nurse and allied solutions segment, declining from ~~peak levels in the first quarter,~~historic highs but ~~still remained well~~remaining above pre-pandemic levels. We anticipate our VMS business to continue to trend along the same lines as our nurse and allied solutions segment with bill rates ~~will continue to decline~~stabilizing in ~~the fourth quarter before stabilizing well~~2023 above pre-pandemic ~~levels towards the end~~levels.

Our clients have accelerated initiatives designed to contain costs of ~~2022.~~

~~The demand for our recruitment process outsourcing services remained strong as~~their spend on contingent labor, and we are experiencing a number of clients ~~look for solutions to help address the increased labor shortages~~that are reevaluating their approach and the need to address vacancies in their permanent roles and challenges with staffing their internal recruiting teams. We expect an elevated level of demand to continue in the current constrained labor market.

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

solutions.

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-~~

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

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Results of Operations

The following table sets forth, for the periods indicated, selected unaudited condensed consolidated statements of operations data as a percentage of revenue. Our results of operations include three reportable segments: (1) nurse and allied solutions, (2) physician and leadership solutions, and (3) technology and workforce solutions. The Connetics ~~and Synzi acquisitions impact~~acquisition impacts the comparability of the results between the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021, depending on~~2022. See additional information in the ~~timing of the applicable acquisition.~~accompanying Note (2), “Acquisitions.” Our historical results are not necessarily indicative of our future results of operations.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Unaudited Condensed Consolidated Statements of Operations:	Unaudited Condensed Consolidated Statements of Operations:									Unaudited Condensed Consolidated Statements of Operations:
Revenue	Revenue	100.0	%	100.0	%	100.0	%	100.0	%	Revenue		100.0	%	100.0	%
Cost of revenue	Cost of revenue	66.2		65.2		67.4		66.6		Cost of revenue		67.2		68.0
Gross profit	Gross profit	33.8		34.8		32.6		33.4		Gross profit		32.8		32.0
Selling, general and administrative	Selling, general and administrative	18.9		19.8		17.4		18.8		Selling, general and administrative		18.3		16.6
Depreciation and amortization	Depreciation and amortization	2.9		2.9		2.4		2.8		Depreciation and amortization		3.3		2.0
Income from operations	Income from operations	12.0		12.1		12.8		11.8		Income from operations		11.2		13.4
Interest expense, net, and other	Interest expense, net, and other	0.8		0.6		0.7		0.9		Interest expense, net, and other		1.0		0.6
Income before income taxes	Income before income taxes	11.2		11.5		12.1		10.9		Income before income taxes		10.2		12.8
Income tax expense	Income tax expense	3.1		3.1		3.3		2.8		Income tax expense		2.7		3.4
Net income	Net income	8.1	%	8.4	%	8.8	%	8.1	%	Net income		7.5	%	9.4	%

Comparison of Results for the Three Months Ended ~~September 30, 2022~~March 31, 2023 to the Three Months Ended ~~September 30, 2021~~March 31, 2022

Revenue. Revenue ~~increased 30%~~decreased 27% to ~~$1,138.6~~$1,126.2 million for the three months ended ~~September 30, 2022~~March 31, 2023 from ~~$877.8~~$1,552.5 million for the same period in ~~2021, primarily~~2022, attributable to ~~higher organic~~a decline in revenue across our ~~segments.~~segments with the greatest decline in our nurse and allied solutions segment.

Nurse and allied solutions segment revenue ~~increased 32%~~decreased 33% to ~~$828.3~~$824.5 million for the three months ended ~~September 30, 2022~~March 31, 2023 from ~~$627.0~~$1,228.0 million for the same period in ~~2021.~~2022. The ~~$201.3~~$403.5 million ~~increase~~decrease was primarily attributable to ~~a 23% increase~~an approximately 22% decrease in the average bill rate, an 11% decrease in the average number of travelers on assignment, and ~~an approximately 13% increase~~a 3% decrease in ~~the average bill rate~~billable hours during the three months ended ~~September 30, 2022.~~March 31, 2023. The overall ~~increase~~decrease was partially offset by ~~a 2% decrease~~an approximately $6.0 million increase in ~~billable hours.~~labor disruption revenue and additional revenue of $4.7 million in connection with the Connetics acquisition.

Physician and leadership solutions segment revenue ~~increased 16%~~decreased 8% to ~~$175.2~~$165.8 million for the three months ended ~~September 30, 2022~~March 31, 2023 from ~~$150.7~~$179.5 million for the same period in ~~2021.~~2022. The ~~$24.5~~$13.7 million ~~increase~~decrease was attributable to ~~growth~~declines in revenue of our ~~core~~ businesses across the segment ~~partially offset~~driven, in part, by ~~lower~~ COVID-19 project ~~work.~~work in the prior year. Revenue in our locum tenens business ~~grew~~declined approximately ~~19%~~5% during the three months ended ~~September 30, 2022~~March 31, 2023 primarily due to a ~~13% increase~~9% decrease in the number of days filled, ~~and~~partially offset by a 6%4% increase in the revenue per day filled. ~~This growth was driven by a return in core demand and volume.~~ Our interim leadership business experienced ~~an approximately~~a 9% ~~growth, while~~decline and our physician permanent placement and executive search businesses ~~grew 21%~~declined 16% during the three months ended ~~September 30, 2022.~~March 31, 2023, primarily due to lower demand.

Technology and workforce solutions segment revenue ~~increased 35%~~decreased 6% to ~~$135.1~~$136.0 million for the three months ended ~~September 30, 2022~~March 31, 2023 from ~~$100.1~~$145.0 million for the same period in ~~2021.~~2022. The ~~$35.0~~$9.0 million ~~increase~~decrease was primarily attributable to a decline within our VMS business, partially offset by growth within our ~~VMS and~~ language services ~~businesses.~~business. Revenue ~~growth~~ for our VMS business declined 28% for the same reasons as nurse and allied solutions segment revenue, while our language services ~~businesses was 80% and 18%, respectively,~~business grew 25% during the three months ended ~~September 30, 2022.~~

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March 31, 2023.

For the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ revenue under our MSP arrangements comprised approximately ~~61%~~57% and ~~52%~~66% of our consolidated revenue, ~~79%~~74% and ~~69%~~81% of our nurse and allied solutions segment revenue, ~~18%~~21% and ~~16%~~14% of our physician and leadership solutions segment revenue, and 2% and 3%2% of our technology and workforce solutions segment revenue, respectively.

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Gross Profit. Gross profit ~~increased~~decreased 26% to ~~$385.0~~$368.8 million for the three months ended ~~September 30, 2022~~March 31, 2023 from ~~$305.9~~$496.2 million for the same period in ~~2021,~~2022, representing gross margins of ~~33.8%~~32.8% and ~~34.8%~~32.0%, respectively. The ~~decline~~increase in consolidated gross margin for the three months ended ~~September 30, 2022,~~March 31, 2023, as compared to the same period in ~~2021,~~2022, was primarily due to ~~(1)~~ a change in sales mix resulting from lower ~~margin~~revenue in our nurse and allied solutions segment driven by higher clinician compensation and lower billable hours and (2) a lower margin in our physician and leadership solutions segment driven by higher clinician compensation and a change in specialty mix in our locum tenens business.segment. The overall ~~decline~~increase was partially offset by (1) a ~~higher~~lower margin in our technology and workforce solutions segment primarily due to a change in sales mix resulting from ~~increased~~lower revenue in our VMS business and its higher margins as compared to our other businesses within the ~~segment.~~segment and (2) a lower margin in our nurse and allied solutions segment driven by a decrease in billable hours. Gross margin by reportable segment for the three months ended ~~September 30,~~March 31, 2023 and 2022 was 25.9% and ~~2021 was 27.0% and 29.3%~~26.2% for nurse and allied solutions, ~~34.0%~~35.2% and ~~34.8%~~35.0% for physician and leadership solutions, and ~~75.6%~~71.4% and ~~69.4%~~76.7% for technology and workforce solutions, respectively.

Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses were ~~$215.4~~$205.6 million, representing ~~18.9%~~18.3% of revenue, for the three months ended ~~September 30, 2022,~~March 31, 2023, as compared to ~~$173.9~~$257.6 million, representing ~~19.8%~~16.6% of revenue, for the same period in ~~2021.~~2022. The ~~increase~~decrease in SG&A expenses was primarily due to ~~$18.3~~$56.9 million of ~~higher~~lower employee compensation and benefits ~~to support revenue growth and~~(inclusive of share-based compensation), partially offset by a ~~$10.4~~$5.8 million increase in ~~other expenses associated with~~ the ~~revenue growth.~~provision for expected credit losses. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:


		(In Thousands)					(In Thousands)
		Three Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Nurse and allied solutions	Nurse and allied solutions	$	108,163	$	91,449	Nurse and allied solutions	$	99,997	$	126,996
Physician and leadership solutions	Physician and leadership solutions	35,596		33,070		Physician and leadership solutions	33,208		42,489
Technology and workforce solutions	Technology and workforce solutions	32,127		22,957		Technology and workforce solutions	31,343		33,187
Unallocated corporate overhead	Unallocated corporate overhead	34,635		23,867		Unallocated corporate overhead	30,733		43,648
Share-based compensation	Share-based compensation	4,898		2,589		Share-based compensation	10,318		11,259
		$	215,419	$	173,932		$	205,599	$	257,579

Depreciation and Amortization Expenses. Amortization expense increased ~~31%~~10% to ~~$20.9~~$21.7 million for the three months ended ~~September 30, 2022~~March 31, 2023 from ~~$16.0~~$19.6 million for the same period in ~~2021,~~2022, primarily attributable to ~~(1) the assignment of useful lives to certain tradenames and trademarks intangible assets that were previously not subject to amortization effective December 31, 2021 and (2)~~ additional amortization ~~expenses~~expense related to the intangible assets acquired in the Connetics acquisition. Depreciation expense (exclusive of depreciation included in cost of revenue) increased ~~23%~~45% to ~~$12.4~~$15.9 million for the three months ended ~~September 30, 2022~~March 31, 2023 from ~~$10.1~~$11.0 million for the same period in 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 systems. Additionally, $1.1 million and $0.7 million of depreciation expense for our language services business is included in cost of revenue for the three months ended September 30, 2022, ~~and 2021, respectively.~~

~~Interest Expense, Net, and Other~~. Interest expense, net, and other was $9.0 million during the three months ended September 30, 2022 as compared to $5.2 million for the same period in 2021. The increase was primarily due to a $5.4 million gain related to the change in fair value of an equity investment during the three months ended September 30, 2021.

~~Income Tax Expense~~. Income tax expense was $35.0 million for the three months ended September 30, 2022 as compared to $26.6 million for the same period in 2021, reflecting effective income tax rates of 27% and 26% for these periods, respectively. The increase in the effective income tax rate was primarily attributable to the recognition of $1.5 million of discrete tax expense for fair value changes in the cash surrender value of our Company Owned Life Insurance (“COLI”) during the three months ended September 30, 2022 compared to a $0.6 million discrete tax benefit for COLI recognized during the same period in 2021, in relation to income before income taxes of $127.4 million and $100.6 million for the three months ended September 30, 2022 and 2021, respectively. We currently estimate our annual effective tax rate to be approximately 27% for 2022.

~~Comparison of Results for the Nine Months Ended September 30, 2022 to the Nine Months Ended September 30, 2021~~

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~~Revenue~~. Revenue increased 57% to $4,117.7 million for the nine months ended September 30, 2022 from $2,621.2 million for the same period in 2021, primarily attributable to higher organic revenue across our segments.

Nurse and allied solutions segment revenue increased 65% to $3,157.8 million for the nine months ended September 30, 2022 from $1,908.2 million for the same period in 2021. The $1,249.6 million increase was primarily attributable to an approximately 32% increase in the average number of travelers on assignment, a 27% increase in the average bill rate, and an approximately $77.0 million increase in labor disruption revenue during the nine months ended September 30, 2022. The overall increase was partially offset by a 2% decrease in billable hours.

Physician and leadership solutions segment revenue increased 23% to $530.4 million for the nine months ended September 30, 2022 from $430.5 million for the same period in 2021. The $99.9 million increase was attributable to growth in our core businesses across the segment, partially offset by lower COVID-19 project work. Revenue in our locum tenens business grew approximately 28% during the nine months ended September 30, 2022 primarily due to a 22% increase in the number of days filled and a 5% increase in the revenue per day filled. This growth was driven by a return in core demand and volume. Our interim leadership business experienced an approximately 10% growth, while our physician permanent placement and executive search businesses grew 30% during the nine months ended September 30, 2022.

Technology and workforce solutions segment revenue increased 52% to $429.5 million for the nine months ended September 30, 2022 from $282.5 million for the same period in 2021. The $147.0 million increase was primarily attributable to growth within our VMS and language services businesses during the nine months ended September 30, 2022. Revenue growth for our VMS and language services businesses was 119% and 18%, respectively, during the nine months ended September 30, 2022.

For the nine months ended September 30, 2022 and 2021, revenue under our MSP arrangements comprised approximately 63% and 55% of our consolidated revenue, 80% and 73% of our nurse and allied solutions segment revenue, 17% and 15% of our physician and leadership solutions segment revenue, and 2% and 2% of our technology and workforce solutions segment revenue, respectively.

~~Gross Profit~~. Gross profit increased 53% to $1,341.4 million for the nine months ended September 30, 2022 from $875.3 million for the same period in 2021, representing gross margins of 32.6% and 33.4%, respectively. The decline in consolidated gross margin for the nine months ended September 30, 2022, as compared to the same period in 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 higher clinician compensation and a change in specialty mix in our locum tenens business. The overall decline was partially offset by 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 other businesses within the segment. Gross margin by reportable segment for the nine months ended September 30, 2022 and 2021 was 26.2% and 27.6% for nurse and allied solutions, 34.4% and 36.1% for physician and leadership solutions, and 76.9% and 68.3% for technology and workforce solutions, respectively.

~~Selling, General and Administrative Expenses~~. SG&A expenses were $717.4 million, representing 17.4% of revenue, for the nine months ended September 30, 2022, as compared to $491.8 million, representing 18.8% of revenue, for the same period in 2021. The increase in SG&A expenses was primarily due to $159.3 million of higher employee compensation and benefits, a $21.1 million increase in other expenses related to revenue growth, and a $6.8 million increase in share-based compensation expense. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:

(In Thousands)
Nine Months Ended September 30,
2022 2021
Nurse and allied solutions $ 357,585 $ 243,306
Physician and leadership solutions 118,095 92,899
Technology and workforce solutions 100,722 62,758
Unallocated corporate overhead 116,356 74,915
Share-based compensation 24,670 17,895
$ 717,428 $ 491,773

~~Depreciation and Amortization Expenses~~. ~~Amortization expense increased 29% to $60.8 million for the nine months ended September 30, 2022 from $47.0 million for the same period in 2021, primarily attributable to (1) the assignment of useful~~

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lives to certain tradenames and trademarks intangible assets that were previously not subject to amortization effective December 31, 2021 and (2) additional amortization expenses related to the intangible assets acquired in the Connetics and Synzi acquisitions. Depreciation expense (exclusive of depreciation included in cost of revenue) increased 30% to $35.3 million for the nine months ended September 30, 2022 from $27.1 million for the same period in 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, ~~$2.9~~$1.3 million and ~~$1.8~~$0.9 million of depreciation expense for our language services business is included in cost of revenue for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

Interest Expense, Net, and Other. Interest expense, net, and other was ~~$28.6~~$10.3 million during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 as compared to ~~$24.3~~$9.6 million for the same period in ~~2021.~~2022. The increase was primarily due to a ~~$6.7 million gain related to the change in fair value of an equity investment during the nine months ended September 30, 2021. The overall increase was partially offset by a lower~~higher average debt outstanding balance during the ~~nine~~three months ended ~~September 30, 2022, which resulted from repayments of our variable rate credit facilities.~~March 31, 2023.

Income Tax Expense. Income tax expense was ~~$137.0~~$31.3 million for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 as compared to ~~$74.0~~$52.3 million for the same period in ~~2021,~~2022, reflecting effective income tax rates of 27% and 26% for ~~the nine months ended September 30, 2022 and 2021,~~these periods, respectively. The increase in the effective income tax rate was primarily attributable to the recognition of ~~$2.5~~$0.8 million of net discrete tax expense during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~$4.3~~a $1.0 million of net discrete tax benefits ~~recognized~~ during the same period in ~~2021,~~2022, in relation to income before income taxes of ~~$499.2~~$115.4 million and ~~$285.1~~$198.3 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. We currently estimate our annual effective tax rate to be approximately 28% for 2023. The 27% effective tax rate for the three months ended March 31, 2023 differs from our estimated annual effective tax rate of 28% primarily due to certain discrete tax benefits recognized during the three months ended March 31, 2023, in relation to income before income taxes.

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Liquidity and Capital Resources

In summary, our cash flows were:


		(In Thousands)					(In Thousands)
		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022

Net cash provided by operating activities	Net cash provided by operating activities	$	538,405	$	227,371	Net cash provided by operating activities	$	43,434	$	200,215
Net cash used in investing activities	Net cash used in investing activities	(148,067)		(79,017)		Net cash used in investing activities	(32,431)		(23,239)
Net cash used in financing activities	Net cash used in financing activities	(415,523)		(31,230)		Net cash used in financing activities	(44,457)		(237,455)

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

As of ~~September 30, 2022,~~March 31, 2023, (1) ~~no amount~~$140.0 million was drawn with ~~$378.6~~$589.2 million of available credit under our ~~$400.0~~$750.0 million secured revolving credit facility (the “Senior Credit Facility”), (2) the aggregate principal amount of our 4.625% senior notes due 2027 (the “2027 Notes”) outstanding was $500.0 million, and (3) the aggregate principal amount of our 4.000% senior notes due 2029 (the “2029 Notes”) outstanding was $350.0 million. We describe in further detail our ~~amended credit agreement,~~Amended Credit Agreement (as defined below), under which the Senior Credit Facility is governed, the 2027 Notes, and the 2029 Notes in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement” of our ~~2021~~2022 Annual Report.

As of ~~September 30, 2022,~~March 31, 2023, the total of our contractual obligations under operating leases with initial terms in excess of one year was ~~$19.7~~$16.0 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~~2022 Annual Report. We also have various obligations and working capital requirements, such as certain tax and legal matters, contingent consideration and other liabilities, that are recorded on our consolidated balance sheets. See additional information in the accompanying Note ~~(6)~~(7), “Fair Value Measurement,” Note ~~(7)~~(8), “Income Taxes,” Note ~~(8)~~(9), “Commitments and Contingencies,” and Note ~~(9)~~(10), “Balance Sheet Details.”

In addition to our cash requirements, we have a share repurchase program authorized by our board of directors, which does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time. See additional information in the accompanying Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds.” Under the repurchase program, we intend to enter into an accelerated share repurchase (“ASR”) agreement with a counterparty to repurchase approximately $200.0 million of our outstanding common stock.

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

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Operating Activities

Net cash provided by operating activities for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was ~~$538.4~~$43.4 million, compared to ~~$227.4~~$200.2 million for the same period in ~~2021.~~2022. The ~~increase~~decrease in net cash provided by operating activities was primarily attributable to (1) ~~an increase~~a decrease in net income excluding non-cash expenses of ~~$209.3~~$59.5 million primarily due to ~~improved~~a decline in operating results in our nurse and allied solutions segment, (2) a decrease in accrued compensation and ~~technology~~benefits between periods of $167.5 million primarily due to prior year increases in pay rates and ~~workforce~~the average number of travelers on assignment in our nurse and allied solutions ~~segments, (2)~~segment and increased employee compensation and benefits in 2022, including accrued bonuses and commissions that were paid during the first quarter of 2023, (3) a decrease in accounts payable and accrued expenses between periods of $80.5 million primarily due to increased associate vendor usage in 2022, and (4) increases in prepaid expenses and other current assets between periods of $41.4 million and $12.3 million, respectively, primarily due to prepayments and deposits that were made in 2021 and refunded by third-party vendors in 2022 related to labor disruption services. The overall decrease in net cash provided by operating activities was partially offset by a decrease in accounts receivable and subcontractor receivables between periods of ~~$294.3~~$199.3 million primarily due to a ~~decrease~~smaller increase in the receivables balance in the current year as compared to ~~an increase in~~ the prior year, which was due to increases in revenue and associate vendor usage in the prior year along with timing of collections and (3) a decrease in prepaid expenses between periods of $61.2 million primarily due to refunds received for prepayments to third-party vendors related to labor disruption services. The overall increase in net cash provided by operating activities was partially offset by (1) a decrease in accrued compensation and benefits between periods of $93.7 million primarily due to prior year 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 in 2021, (2) a decrease in accounts payable and accrued expenses between periods of $80.3 million primarily due to an increase in associate vendor usage in 2021, and (3) a decrease in other liabilities between periods of $73.3 million primarily due to cash paid for income taxes and client deposits related to labor disruption services that were returned during the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023. Our Days Sales Outstanding (“DSO”) was 5955 days at ~~September 30, 2022, 53~~March 31, 2023, 55 days at December 31, ~~2021,~~2022, and 6057 days at ~~September 30, 2021.~~March 31, 2022.

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Investing Activities

Net cash used in investing activities for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was ~~$148.1~~$32.4 million, compared to net cash used in investing activities of ~~$79.0~~$23.2 million for the same period in ~~2021.~~2022. The increase was primarily due to ~~(1) $69.8 million used for acquisitions during the nine months ended September 30, 2022, as compared to $41.3 million during the nine months ended September 30, 2021, (2) $21.4~~$17.0 million of payments to fund the deferred compensation plan during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 as compared to ~~$6.1~~$12.6 million of payments during the ~~nine~~three months ended September 30, 2021, and (3) a net purchase of investments of $0.6 million during the nine months ended September 30, 2022, as compared to net proceeds of $7.6 million during the nine months ended September 30, 2021.March 31, 2022. In addition, capital expenditures were ~~$51.2~~$17.5 million and ~~$38.7~~$13.6 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

Financing Activities

Net cash used in financing activities during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was ~~$415.5~~$44.5 million, primarily due to ~~$401.9~~(1) $174.7 million paid in connection with the repurchase of our common stock, and $13.6 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards. Net cash used in financing activities during the nine months ended September 30, 2021 was $31.2 million due to (1)(2) repayments of $70.0 million under the Senior Credit Facility, ~~and $21.9 million under our then-existing secured term loan credit facility, (2) $6.3~~(3) $6.1 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards, and ~~(3) $3.1~~(4) $3.6 million ~~for acquisition earn-out payments,~~payment of financing costs in connection with the Third Amendment (as defined below), all of which was partially offset by borrowings of ~~$70.0~~$210.0 million under the Senior Credit Facility. Net cash used in financing activities during the three months ended March 31, 2022 was $237.5 million 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.

Amended Credit Agreement

On February 10, 2023, we entered into the third amendment to our credit agreement (the “Third Amendment”). The Third Amendment (together with the credit agreement as amended to date, collectively, the “Amended Credit Agreement”) provides for, among other things, an increase to the revolving commitments under the Senior Credit Facility to $750.0 million and an extension of the maturity date of the Amended Credit Agreement to February 10, 2028. Our obligations under the Amended Credit Agreement are secured by substantially all of our assets. We describe in further detail the terms of the Amended Credit Agreement, including maturity dates and interest terms, in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement” of our 2022 Annual Report.

Letters of Credit

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

Recent Accounting Pronouncements

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

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~~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 ~~2021~~2022 Annual Report and include but are not limited to:

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

•the duration and extent to which hospitals and other healthcare entities adjust their utilization of temporary nurses and allied healthcare professionals, physicians, healthcare leaders and other healthcare professionals and workforce technology applications as a result of the labor market, economic conditions or COVID-19 pandemic;

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

•the severity and duration of the impact the COVID-19 pandemic, ~~has~~the Great Resignation, economic downturns, inflation, recession or slow recoveries have on the financial condition and cash flow of many hospitals and healthcare systems such that it impairs their ability to make payments to us, timely or otherwise, for services rendered;

•the effects of economic downturns, inflation, recession or slow recoveries, which could result in less demand for our services, ~~pricing pressures~~increased client initiatives designed to contain costs, including reevaluating their approach as it pertains to contingent labor and ~~negatively impact payments terms and collectability of accounts receivable;~~managed services programs;

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

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

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

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

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

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

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

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•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 and/or impact our ability to compete with new technologies and competitors;

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

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

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

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

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

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

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•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 nine~~ months ended ~~September 30, 2022,~~March 31, 2023, our primary exposure to market risk was interest rate risk associated with our variable interest debt instruments and our investment portfolio. A 100 basis point increase in interest rates on our variable rate debt would not have resulted in a material effect on our unaudited condensed consolidated financial statements for the three ~~and nine~~ months ended ~~September 30, 2022.~~March 31, 2023. A 100 basis point change in interest rates as of ~~September 30, 2022~~March 31, 2023 would not have resulted in a material effect on the fair value of our investment portfolio. For our investments that are classified as available-for-sale, unrealized gains or losses related to fluctuations in market volatility and interest rates are reflected within stockholders’ equity in accumulated other comprehensive

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income (loss) in the consolidated balance sheets. Such unrealized losses would be realized only if we sell the investments prior to maturity.

During the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, we generated substantially all of our revenue in the United States. Accordingly, we believe that our foreign currency risk is immaterial.

Item 4. Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of ~~September 30, 2022~~March 31, 2023 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~September 30, 2022~~March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Information with respect to this item may be found in the accompanying Note ~~(8)~~(9), “Commitments and Contingencies,” which is incorporated herein by reference.

Item 1A. Risk Factors

We do not believe that there have been any material changes to the risk factors disclosed in Part I, Item 1A of our ~~2021~~2022 Annual Report. The risk factors described in our ~~2021~~2022 Annual Report are not the only risks we face. Factors we currently do not know, factors that we currently consider immaterial or factors that are not specific to us, such as general economic conditions, may also materially adversely affect our business or our consolidated operating results, financial condition or cash flows.

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

From time to time, we may repurchase our common stock in the open market pursuant to programs approved by our board of directors (the “Board”). On November 1, 2016, our Board authorized us to repurchase up to $150.0 million of our outstanding common stock in the open market. On November 10, 2021, February 17, 2022 and June 15, 2022, we announced increases to the repurchase program ~~under which~~totaling $700.0 million. Additionally, on February 16, 2023, we ~~may~~announced an increase of $500.0 million for a total of $1,350.0 million of repurchase ~~an additional $150.0 million, $300.0 million, and $250.0 million, respectively,~~authorization as of ~~our outstanding common stock.~~March 31, 2023. Under the repurchase program announced on November 1, 2016 and the aforementioned increases (collectively, the “Company Repurchase Program”), share repurchases may be made from time to time, depending on prevailing market conditions and other considerations. The Company Repurchase Program has no expiration date and may be discontinued or suspended at any time.

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, we repurchased ~~4,174 thousand~~1.8 million shares of common stock at an average price of ~~$96.26~~$98.81 per share excluding broker’s fees, resulting in an aggregate purchase price of ~~$401.9~~$174.7 million excluding the effect of excise taxes, funded through cash on ~~hand.~~hand and borrowings under our secured revolving credit facility. We describe in further detail our repurchase program and the shares repurchased thereunder in Part II, Item 5, “Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” and Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (10)(b), Capital Stock—Treasury Stock” set forth in our ~~2021~~2022 Annual Report.

The following table presents repurchases of our common stock, which excludes the effect of excise taxes, during the three months ended March 31, 2023:

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


Period	Total Number of Shares (or Units) Purchased	Average Price Paid per Share (or Unit)	Total Number of Shares (or Units) Purchased as Part of Publicly Announced Program	Maximum Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Program
January 1 - 31, 2023	922,516	$108.40	922,516	$	51,374,511
February 1 - 28, 2023	187,031	$93.83	187,031	$	533,820,512
March 1 - 31, 2023	658,402	$86.79	658,402	$	476,658,438







Total	1,767,949	$98.81	1,767,949	$	476,658,438

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

None.

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Item 6. Exhibits


Exhibit Number						Description

~~10.1~~4.1						~~Form~~Third Amendment to Credit Agreement, dated as of February 10th, 2023, by and among AMN Healthcare, Equity Plan Restricted Stock Unit Agreement—Director (Management Contract or Compensatory Plan or Arrangement).Inc., as borrow, the guarantors party thereto, the lenders identified on the signature pages, as lenders, and Truist Bank, as administrative agent.

~~10.2~~						Severance Agreement, effective as of November 28, 2022, between AMN Healthcare, Inc. and Cary Grace (Management Contract or Compensatory Plan or Arrangement).*

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

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

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

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

101.INS						XBRL Instance Document.*

101.SCH						XBRL Taxonomy Extension Schema Document.*

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.*

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.*

101.LAB						XBRL Taxonomy Extension Label Linkbase Document.*

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.*


*						Filed herewith.

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: ~~November 4, 2022~~May 5, 2023


AMN HEALTHCARE SERVICES, INC.

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

Date: ~~November 4, 2022~~May 5, 2023


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

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	Three Months Ended September 30, 2022
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Travel nurse staffing	$	583,463	$	—	$	—	$	583,463
Labor disruption services	19,479		—		—		19,479
Local staffing	31,814		—		—		31,814
Allied staffing	190,044		—		—		190,044
Locum tenens staffing	—		106,055		—		106,055
Interim leadership staffing	—		47,559		—		47,559
Temporary staffing	824,800		153,614		—		978,414
Permanent placement	3,517		21,538		—		25,055
Language services	—		—		55,502		55,502
Vendor management systems	—		—		60,304		60,304
Other technologies	—		—		7,290		7,290
Technology-enabled services	—		—		123,096		123,096
Talent planning and acquisition	—		—		12,021		12,021
Total revenue	$	828,317	$	175,152	$	135,117	$	1,138,586


	Three Months Ended September 30, 2021
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Travel nurse staffing	$	444,803	$	—	$	—	$	444,803
Labor disruption services	22,573		—		—		22,573
Local staffing	23,272		—		—		23,272
Allied staffing	136,401		—		—		136,401
Locum tenens staffing	—		88,994		—		88,994
Interim leadership staffing	—		43,814		—		43,814
Temporary staffing	627,049		132,808		—		759,857
Permanent placement	—		17,855		—		17,855
Language services	—		—		47,135		47,135
Vendor management systems	—		—		33,467		33,467
Other technologies	—		—		7,819		7,819
Technology-enabled services	—		—		88,421		88,421
Talent planning and acquisition	—		—		11,667		11,667
Total revenue	$	627,049	$	150,663	$	100,088	$	877,800


	Nine Months Ended September 30, 2022
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Travel nurse staffing	$	2,329,240	$	—	$	—	$	2,329,240
Labor disruption services	102,549		—		—		102,549
Local staffing	109,265		—		—		109,265
Allied staffing	611,226		—		—		611,226
Locum tenens staffing	—		324,663		—		324,663
Interim leadership staffing	—		139,519		—		139,519
Temporary staffing	3,152,280		464,182		—		3,616,462
Permanent placement	5,554		66,173		—		71,727
Language services	—		—		158,031		158,031
Vendor management systems	—		—		210,470		210,470
Other technologies	—		—		21,787		21,787
Technology-enabled services	—		—		390,288		390,288
Talent planning and acquisition	—		—		39,254		39,254
Total revenue	$	3,157,834	$	530,355	$	429,542	$	4,117,731


	Nine Months Ended September 30, 2021
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Travel nurse staffing	$	1,400,629	$	—	$	—	$	1,400,629
Labor disruption services	25,126		—		—		25,126
Local staffing	80,932		—		—		80,932
Allied staffing	401,508		—		—		401,508
Locum tenens staffing	—		253,190		—		253,190
Interim leadership staffing	—		126,584		—		126,584
Temporary staffing	1,908,195		379,774		—		2,287,969
Permanent placement	—		50,749		—		50,749
Language services	—		—		133,706		133,706
Vendor management systems	—		—		96,086		96,086
Other technologies	—		—		21,791		21,791
Technology-enabled services	—		—		251,583		251,583
Talent planning and acquisition	—		—		30,889		30,889
Total revenue	$	1,908,195	$	430,523	$	282,472	$	2,621,190