UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q

____________________


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

For the quarterly period ended ~~June 30, 2023~~March 31, 2024


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.)

2999 Olympus Boulevard	Suite 500
Dallas	Texas	75019
(Address of Principal Executive Offices)		(Zip Code)

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

____________________

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


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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

Act). Yes ☐ No x

As of ~~August 2, 2023,~~May 7, 2024, there were ~~37,988,128~~37,997,167 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
		PART I - FINANCIAL INFORMATION

1.

1.

1.					Condensed Consolidated Financial Statements (unaudited):		1
	Condensed Consolidated Balance Sheets, As of March 3 1 , 202 4 and December 31, 202 3							Condensed Consolidated Balance Sheets, As of March 3 1 , 202 4 and December 31, 202 3	1
	Condensed Consolidated Statements of Comprehensive Income, For the Three Months Ended March 3 1 , 202 4 and 202 3							Condensed Consolidated Statements of Comprehensive Income, For the Three Months Ended March 3 1 , 202 4 and 202 3	2
	Condensed Consolidated Statements of Stockholders’ Equity, For the Three Months Ended March 3 1 , 202 4 and 202 3							Condensed Consolidated Statements of Stockholders’ Equity, For the Three Months Ended March 3 1 , 202 4 and 202 3	3
	Condensed Consolidated Statements of Cash Flows, For the Three Months Ended March 3 1 , 202 4 and 202 3							Condensed Consolidated Statements of Cash Flows, For the Three Months Ended March 3 1 , 202 4 and 202 3	4
	Notes to Unaudited Condensed Consolidated Financial Statements							Notes to Unaudited Condensed Consolidated Financial Statements	6
2.				2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
3.				3.	Quantitative and Qualitative Disclosures about Market Risk		22
4.				4.	Controls and Procedures		23

		PART II - OTHER INFORMATION
		PART II - OTHER INFORMATION
		PART II - OTHER INFORMATION
		PART I - FINANCIAL INFORMATION

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

		PART II - OTHER INFORMATION
1.

1.	1.	Legal Proceedings	28	Legal Proceedings		24
1A.	1A.	Risk Factors	28	1A.	Risk Factors		24
2.	2.	Unregistered Sales of Equity Securities and Use of Proceeds	28	2.	Unregistered Sales of Equity Securities and Use of Proceeds		24
3.	3.	Defaults Upon Senior Securities	29	3.	Defaults Upon Senior Securities		24
4.	4.	Mine Safety Disclosures	29	4.	Mine Safety Disclosures		24
5.	5.	Other Information	29	5.	Other Information		24
6.	6.	Exhibits	30	6.	Exhibits		25
		Signatures	31
	Signatures							Signatures	26

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited and in thousands, except par value)


		June 30, 2023		December 31, 2022
	March 31, 2024						March 31, 2024	December 31, 2023
ASSETS	ASSETS
Current assets:	Current assets:
Current assets:
Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	7,013	$	64,524
Accounts receivable, net of allowances of $36,401 and $31,910 at June 30, 2023 and December 31, 2022, respectively		579,926		675,650
Cash and cash equivalents
Cash and cash equivalents
Accounts receivable, net of allowances of $31,796 and $32,233 at March 31, 2024 and December 31, 2023, respectively
Accounts receivable, subcontractor	Accounts receivable, subcontractor	168,231		268,726
Prepaid expenses	Prepaid expenses	17,965		18,708
Other current assets	Other current assets	34,101		66,037
Total current assets	Total current assets	807,236		1,093,645
Restricted cash, cash equivalents and investments	Restricted cash, cash equivalents and investments	71,564		61,218
Fixed assets, net of accumulated depreciation of $250,150 and $227,617 at June 30, 2023 and December 31, 2022, respectively		177,417		149,276
Fixed assets, net of accumulated depreciation of $304,689 and $285,081 at March 31, 2024 and December 31, 2023, respectively

Other assets	Other assets	219,781		172,016
Other assets
Other assets
Goodwill	Goodwill	935,779		935,364
Intangible assets, net of accumulated amortization of $401,217 and $361,327 at June 30, 2023 and December 31, 2022, respectively		432,366		476,832
Intangible assets, net of accumulated amortization of $466,938 and $442,052 at March 31, 2024 and December 31, 2023, respectively
Total assets	Total assets	$	2,644,143	$	2,888,351
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:
Current liabilities:
Current liabilities:
Accounts payable and accrued expenses
Accounts payable and accrued expenses
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	327,538	$	476,452
Accrued compensation and benefits	Accrued compensation and benefits	261,629		333,244

Other current liabilities

Other current liabilities

Other current liabilities	Other current liabilities	84,548		48,237
Total current liabilities	Total current liabilities	673,715		857,933
Revolving credit facility	Revolving credit facility	190,000		—
Notes payable, net of unamortized fees and premium	Notes payable, net of unamortized fees and premium	844,097		843,505
Deferred income taxes, net	Deferred income taxes, net	6,986		22,713

Other long-term liabilities	Other long-term liabilities	163,048		120,566
Other long-term liabilities
Other long-term liabilities
Total liabilities	Total liabilities	1,877,846		1,844,717
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies
Stockholders’ equity:	Stockholders’ equity:
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at June 30, 2023 and December 31, 2022		—		—
Common stock, $0.01 par value; 200,000 shares authorized; 50,339 issued and 37,987 outstanding at June 30, 2023 and 50,109 issued and 41,879 outstanding at December 31, 2022		503		501
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at March 31, 2024 and December 31, 2023
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at March 31, 2024 and December 31, 2023
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at March 31, 2024 and December 31, 2023
Common stock, $0.01 par value; 200,000 shares authorized; 50,537 issued and 37,924 outstanding at March 31, 2024 and 50,423 issued and 37,810 outstanding at December 31, 2023
Additional paid-in capital	Additional paid-in capital	467,387		501,674
Treasury stock, at cost; 12,352 and 8,230 shares at June 30, 2023 and December 31, 2022, respectively		(1,086,862)		(698,598)
Treasury stock, at cost; 12,613 shares at March 31, 2024 and December 31, 2023
Retained earnings	Retained earnings	1,386,012		1,240,996
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(743)		(939)
Total stockholders’ equity	Total stockholders’ equity	766,297		1,043,634
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	2,644,143	$	2,888,351

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited and in thousands, except per share amounts)




		Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
		2023		2022		2023		2022			2024	2023
Revenue	Revenue	$	991,299	$	1,426,607	$	2,117,522	$	2,979,145
Cost of revenue	Cost of revenue	661,018		966,370		1,418,395		2,022,740
Gross profit	Gross profit	330,281		460,237		699,127		956,405
Operating expenses:	Operating expenses:
Selling, general and administrative
Selling, general and administrative
Selling, general and administrative	Selling, general and administrative	201,771		244,430		407,370		502,009
Depreciation and amortization (exclusive of depreciation included in cost of revenue)	Depreciation and amortization (exclusive of depreciation included in cost of revenue)	36,847		32,274		74,424		62,930
Total operating expenses	Total operating expenses	238,618		276,704		481,794		564,939
Income from operations	Income from operations	91,663		183,533		217,333		391,466
Interest expense, net, and other	Interest expense, net, and other	12,175		10,080		22,434		19,669
Income before income taxes	Income before income taxes	79,488		173,453		194,899		371,797
Income tax expense	Income tax expense	18,582		49,653		49,883		101,989
Net income	Net income	$	60,906	$	123,800	$	145,016	$	269,808

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

Comprehensive income
Comprehensive income
Comprehensive income	Comprehensive income	$	60,956	$	124,132	$	145,212	$	269,233

Net income per common share:	Net income per common share:
Net income per common share:
Net income per common share:
Basic
Basic
Basic	Basic	$	1.56	$	2.78	$	3.60	$	5.90
Diluted	Diluted	$	1.55	$	2.77	$	3.58	$	5.87
Weighted average common shares outstanding:	Weighted average common shares outstanding:
Basic	Basic	39,151		44,504		40,258		45,702
Basic
Basic
Diluted	Diluted	39,341		44,740		40,454		45,972

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited and in thousands)


		Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Loss		Total		Common Stock	Additional Paid-in Capital	Treasury Stock	Retained Earnings	Accumulated Other Comprehensive Loss	Total
		Shares	Amount				Shares	Amount
Balance, December 31, 2021		49,849	$	498	$	486,709	(2,586)	$	(121,831)	$	796,946	$	(295)	$	1,162,027
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Repurchase of common stock	Repurchase of common stock	—	—		—		(2,298)	(228,024)		—		—		(228,024)
Equity awards vested, net of shares withheld for taxes	Equity awards vested, net of shares withheld for taxes	164	2		(9,433)		—	—		—		—		(9,431)

Share-based compensation	Share-based compensation	—	—		11,259		—	—		—		—		11,259
Comprehensive income (loss)		—	—		—		—	—		146,008		(907)		145,101
Balance, March 31, 2022		50,013	$	500	$	488,535	(4,884)	$	(349,855)	$	942,954	$	(1,202)	$	1,080,932
Repurchase of common stock		—	—		—		(1,876)	(173,867)		—		—		(173,867)
Equity awards vested, net of shares withheld for taxes		19	—		(366)		—	—		—		—		(366)
Share-based compensation
Share-based compensation	Share-based compensation	—	—		8,513		—	—		—		—		8,513
Comprehensive income	Comprehensive income	—	—		—		—	—		123,800		332		124,132
Balance, June 30, 2022		50,032	$	500	$	496,682	(6,760)	$	(523,722)	$	1,066,754	$	(870)	$	1,039,344
Balance, March 31, 2023


		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
Balance, December 31, 2022		50,109	$	501	$	501,674	(8,230)	$	(698,598)	$	1,240,996	$	(939)	$	1,043,634
Repurchase of common stock		—	—		—		(1,768)	(176,300)		—		—		(176,300)
Balance, December 31, 2023
Balance, December 31, 2023
Balance, December 31, 2023

Equity awards vested, net of shares withheld for taxes	Equity awards vested, net of shares withheld for taxes	127	1		(6,135)		—	—		—		—		(6,134)
Equity awards vested, net of shares withheld for taxes
Equity awards vested, net of shares withheld for taxes
Shares purchased under employee stock purchase plan

Share-based compensation	Share-based compensation	—	—		10,318		—	—		—		—		10,318
Comprehensive income		—	—		—		—	—		84,110		146		84,256
Balance, March 31, 2023		50,236	$	502	$	505,857	(9,998)	$	(874,898)	$	1,325,106	$	(793)	$	955,774
Repurchase of common stock		—	—		(40,000)		(2,354)	(211,964)		—		—		(251,964)
Equity awards vested, net of shares withheld for taxes		103	1		(3,288)		—	—		—		—		(3,287)
Share-based compensation
Share-based compensation	Share-based compensation	—	—		4,818		—	—		—		—		4,818
Comprehensive income	Comprehensive income	—	—		—		—	—		60,906		50		60,956
Balance, June 30, 2023		50,339	$	503	$	467,387	(12,352)	$	(1,086,862)	$	1,386,012	$	(743)	$	766,297
Balance, March 31, 2024

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

AMN HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in thousands)


		Six Months Ended June 30,				Three Months Ended March 31,
		2023		2022		2024	2023
Cash flows from operating activities:	Cash flows from operating activities:
Net income	Net income	$	145,016	$	269,808
Net income
Net income
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)
Depreciation and amortization (inclusive of depreciation included in cost of revenue)	Depreciation and amortization (inclusive of depreciation included in cost of revenue)	77,068		64,757
Non-cash interest expense and other	Non-cash interest expense and other	1,038		953

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

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

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

Deferred revenue	Deferred revenue	569		106
Deferred revenue
Deferred revenue

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

Cash flows from investing activities:	Cash flows from investing activities:
Cash flows from investing activities:
Cash flows from investing activities:
Purchase and development of fixed assets	Purchase and development of fixed assets	(43,936)		(30,811)
Purchase of investments		—		(10,659)
Purchase and development of fixed assets
Purchase and development of fixed assets

Proceeds from sale and maturity of investments
Proceeds from sale and maturity of investments
Proceeds from sale and maturity of investments	Proceeds from sale and maturity of investments	6,987		9,085

Proceeds from sale of equity investment		—		68

Payments to fund deferred compensation plan	Payments to fund deferred compensation plan	(17,910)		(12,584)

Cash paid for acquisitions, net of cash and restricted cash received		—		(69,801)
Cash paid for other intangibles		—		(1,060)
Payments to fund deferred compensation plan

Payments to fund deferred compensation plan

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

Net cash used in investing activities

Net cash used in investing activities

Table of Contents


		Six Months Ended June 30,				Three Months Ended March 31,
		2023		2022		2024	2023
Cash flows from financing activities:	Cash flows from financing activities:

Payments on revolving credit facility	Payments on revolving credit facility	(220,000)		—

Payments on revolving credit facility

Payments on revolving credit facility
Proceeds from revolving credit facility	Proceeds from revolving credit facility	410,000		—

Repurchase of common stock (1)

Repurchase of common stock (1)

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

Cash paid for shares withheld for taxes	Cash paid for shares withheld for taxes	(9,421)		(9,797)
Cash paid for shares withheld for taxes
Cash paid for shares withheld for taxes
Net cash used in financing activities	Net cash used in financing activities	(247,744)		(411,688)

Net decrease in cash, cash equivalents and restricted cash		(61,502)		(102,773)
Net increase (decrease) in cash, cash equivalents and restricted cash
Net increase (decrease) in cash, cash equivalents and restricted cash
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period	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	$	76,370	$	143,941

Supplemental disclosures of cash flow information:	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	$	4,929	$	7,922
Cash paid for interest (net of $658 and $254 capitalized for the six months ended June 30, 2023 and 2022, respectively)		$	22,652	$	18,887
Cash paid for amounts included in the measurement of operating lease liabilities
Cash paid for amounts included in the measurement of operating lease liabilities
Cash paid for interest (net of $198 and $288 capitalized for the three months ended March 31, 2024 and 2023, respectively)
Cash paid for income taxes	Cash paid for income taxes	$	9,736	$	120,660
Acquisitions:
Fair value of tangible assets acquired in acquisitions, net of cash and restricted cash received		$	—	$	2,731
Goodwill		—		43,301
Intangible assets		—		40,200
Liabilities assumed		—		(8,431)

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

Supplemental disclosures of non-cash investing and financing activities:	Supplemental disclosures of non-cash investing and financing activities:

Supplemental disclosures of non-cash investing and financing activities:

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
Purchase of fixed assets recorded in accounts payable and accrued expenses	Purchase of fixed assets recorded in accounts payable and accrued expenses	$	10,928	$	7,562
Excise tax payable on share repurchases	Excise tax payable on share repurchases	$	3,520	$	—
Right-of-use assets obtained in exchange for operating lease liabilities	Right-of-use assets obtained in exchange for operating lease liabilities	$	26,214	$	3,590

(1) The difference between the amount reported for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and the corresponding ~~amounts~~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, ~~2022,~~2023, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022,~~2023, filed with the Securities and Exchange Commission on February 22, ~~2023~~2024 (the ~~“2022~~“2023 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 goodwill and 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,~~such as legal accruals, and income taxes. The Company bases these estimates on the information that is currently available and on various other assumptions that it believes are reasonable under the circumstances. Actual results could differ from those estimates under different assumptions or conditions.

~~Recently Adopted Accounting Pronouncements~~

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

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments and restricted investments with an original maturity of three months or less to be cash equivalents and restricted cash equivalents, respectively. Cash and cash equivalents include currency on hand, deposits with financial institutions, money market funds and other highly liquid investments. Restricted cash and cash equivalents primarily ~~includes~~include cash, corporate bonds and commercial paper that serve as collateral for the Company’s captive insurance subsidiary claim payments. See Note (7), “Fair Value Measurement” for additional information.

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

~~Table of Contents~~


		June 30, 2023		December 31, 2022		March 31, 2024	December 31, 2023
Cash and cash equivalents	Cash and cash equivalents	$	7,013	$	64,524
Restricted cash and cash equivalents (included in other current assets)	Restricted cash and cash equivalents (included in other current assets)	15,992		37,225
Restricted cash, cash equivalents and investments	Restricted cash, cash equivalents and investments	71,564		61,218
Total cash, cash equivalents and restricted cash and investments	Total cash, cash equivalents and restricted cash and investments	94,569		162,967
Less restricted investments	Less restricted investments	(18,199)		(25,095)
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	76,370	$	137,872

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

Accounts Receivable

The Company records accounts receivable at the invoiced amount. Accounts receivable are non-interest bearing. The Company maintains an allowance for expected credit losses based on the Company’s historical write-off experience, an

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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
	2024					2024	2023
Balance as of January 1,	Balance as of January 1,	$	31,910	$	6,838

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

Balance as of June 30,		$	36,401	$	7,522
Balance as of March 31,
Balance as of March 31,
Balance as of March 31,

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

~~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

The Company accounted for the acquisition set forth below 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 date of acquisition. Since the 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 the analysis of the information that has been made available through ~~June 30, 2023.~~March 31, 2024. The goodwill recognized for 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. The Company did not incur any material acquisition-related costs.

~~Connetics~~MSDR Acquisition

On ~~May 13, 2022,~~November 30, 2023, the Company completed its acquisition of ~~Connetics Communications,~~MSI Systems Corp. and DrWanted.com LLC ~~(“Connetics”~~(together, “MSDR”), ~~which specializes~~two healthcare staffing companies that specialize in ~~the direct hire recruitment~~locum tenens and ~~permanent placement of international nurse and allied health professionals with healthcare facilities in the United States.~~advanced practice. The initial purchase price of ~~$78,764 included (1) $70,764~~$292,818 consisted entirely of cash consideration paid upon acquisition. The acquisition was 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~~borrowings under the ~~acquisition date. The contingent earn-out payment is based on the operating results of Connetics for the twelve months ending May 31, 2023 and expected to be paid in the third quarter of 2023.~~Company’s $750,000 secured revolving credit facility (the “Senior Credit Facility”). The results of ~~Connetics~~MSDR have been included in the Company’s ~~nurse~~physician and ~~allied~~leadership 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 ~~$78,533~~$292,818 purchase price ~~which was reduced by the final working capital settlement and was finalized during the second quarter of 2023,~~ consisted of (1) ~~$3,172~~$45,547 of fair value of tangible assets acquired, which included ~~$963~~$643 cash received, (2) ~~$8,244~~$23,707 of liabilities assumed, (3) ~~$40,200~~$92,000 of identified intangible assets, and (4) ~~$43,405~~$178,978 of goodwill, of which ~~$35,405~~$92,438 is deductible for tax purposes. The provisional items include the final working capital settlement and the assessment of additional information to finalize the measurement of certain assets acquired and liabilities assumed, which primarily consist of income tax matters, operating leases and insurance reserves. The intangible assets acquired have a weighted average useful life of approximately ~~thirteen~~seven 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


		Fair Value		Useful Life
				(in years)
Identifiable intangible assets
	Customer relationships	$	54,300	7 - 10
	Tradenames and trademarks	26,400		3
	Staffing databases	11,300		5
		$	92,000

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3. REVENUE RECOGNITION

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

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

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

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

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

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

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

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4. NET INCOME PER COMMON SHARE

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




		Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
		2023		2022		2023		2022			2024	2023
Net income	Net income	$	60,906	$	123,800	$	145,016	$	269,808

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

Weighted average common shares outstanding - basic	Weighted average common shares outstanding - basic	39,151		44,504		40,258		45,702
Weighted average common shares outstanding - basic
Weighted average common shares outstanding - basic
Plus dilutive effect of potential common shares	Plus dilutive effect of potential common shares	190		236		196		270
Weighted average common shares outstanding - diluted	Weighted average common shares outstanding - diluted	39,341		44,740		40,454		45,972

The dilutive effect of potential shares primarily includes outstanding share-based awards, which consists of restricted stock units, performance restricted stock units, and obligations under the Company’s employee stock purchase plan (the “ESPP”). Share-based awards to purchase 78408 and ~~227~~243 shares of common stock were not included in the above calculation of diluted net income per common share for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, respectively, because the effect of these instruments was anti-dilutive. Share-based awards to purchase 60 and 48 shares of common stock were not included in the above calculation of diluted net income per common share for the three and six months ended June 30, 2022, respectively, because the effect of these instruments was anti-dilutive.

~~Accelerated Share Repurchase~~

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

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

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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, and allied staffing ~~and~~(including revenue cycle ~~solutions~~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,~~ and outsourced solutions businesses.

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

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




		Three Months Ended June 30,					Six Months Ended June 30,				Three Months Ended March 31,
		2023		2022			2023		2022			2024	2023
Revenue	Revenue
Nurse and allied solutions	Nurse and allied solutions	$	689,015	$	1,101,478		$	1,513,495	$	2,329,517
Physician and leadership solutions		176,229		175,697			341,986		355,203
Technology and workforce solutions		126,055		149,432			262,041		294,425
		$	991,299	$	1,426,607		$	2,117,522	$	2,979,145
Segment operating income
Nurse and allied solutions
Nurse and allied solutions	Nurse and allied solutions	$	102,993	$	160,870		$	216,438	$	355,959
Physician and leadership solutions	Physician and leadership solutions	26,456		19,995			51,556		40,376
Technology and workforce solutions	Technology and workforce solutions	55,623		82,501			122,633		161,381
		185,072		263,366			390,627		557,716
						$
Segment operating income
Nurse and allied solutions
Nurse and allied solutions
Nurse and allied solutions
Physician and leadership solutions
Technology and workforce solutions
						119,834
Unallocated corporate overhead	Unallocated corporate overhead	50,357		38,073			81,090		81,721
Depreciation and amortization	Depreciation and amortization	36,847		32,274			74,424		62,930
Depreciation (included in cost of revenue)	Depreciation (included in cost of revenue)	1,387		973			2,644		1,827
Share-based compensation	Share-based compensation	4,818		8,513			15,136		19,772
Interest expense, net, and other	Interest expense, net, and other	12,175		10,080			22,434		19,669
Income before income taxes	Income before income taxes	$	79,488	$	173,453		$	194,899	$	371,797

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, 2023 $ 382,005 $ 152,800 $ 400,559 $ 935,364
Goodwill adjustment for Connetics acquisition 415 — — 415
Balance, June 30, 2023 $ 382,420 $ 152,800 $ 400,559 $ 935,779
Accumulated impairment loss as of December 31, 2022 and June 30, 2023 $ 154,444 $ 60,495 $ — $ 214,939


	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Balance, January 1, 2024	$	382,420	$	328,570	$	400,559	$	1,111,549


Goodwill adjustment for MSDR acquisition	—		3,208		—		3,208

Balance, March 31, 2024	$	382,420	$	331,778	$	400,559	$	1,114,757
Accumulated impairment loss as of December 31, 2023 and March 31, 2024	$	154,444	$	60,495	$	—	$	214,939

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Disaggregation of Revenue

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


		Three Months Ended June 30, 2023
		Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
	Three Months Ended March 31, 2024											Three Months Ended March 31, 2024
	Nurse and Allied Solutions									Nurse and Allied Solutions	Physician and Leadership Solutions	Technology and Workforce Solutions	Total
Travel nurse staffing	Travel nurse staffing	$	477,209	$	—	$	—	$	477,209
Labor disruption services	Labor disruption services	5,036		—		—		5,036
Local staffing	Local staffing	18,775		—		—		18,775
Allied staffing	Allied staffing	182,212		—		—		182,212
Locum tenens staffing	Locum tenens staffing	—		121,912		—		121,912
Interim leadership staffing	Interim leadership staffing	—		36,401		—		36,401
Temporary staffing	Temporary staffing	683,232		158,313		—		841,545
Permanent placement	Permanent placement	5,783		17,916		—		23,699
Language services	Language services	—		—		63,650		63,650
Vendor management systems	Vendor management systems	—		—		46,554		46,554
Other technologies	Other technologies	—		—		5,792		5,792
Technology-enabled services	Technology-enabled services	—		—		115,996		115,996
Talent planning and acquisition	Talent planning and acquisition	—		—		10,059		10,059
Total revenue	Total revenue	$	689,015	$	176,229	$	126,055	$	991,299


		Three Months Ended June 30, 2022
		Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
	Three Months Ended March 31, 2023											Three Months Ended March 31, 2023
	Nurse and Allied Solutions									Nurse and Allied Solutions	Physician and Leadership Solutions	Technology and Workforce Solutions	Total
Travel nurse staffing	Travel nurse staffing	$	775,668	$	—	$	—	$	775,668
Labor disruption services	Labor disruption services	83,070		—		—		83,070
Local staffing	Local staffing	33,394		—		—		33,394
Allied staffing	Allied staffing	207,309		—		—		207,309
Locum tenens staffing	Locum tenens staffing	—		105,936		—		105,936
Interim leadership staffing	Interim leadership staffing	—		47,606		—		47,606
Temporary staffing	Temporary staffing	1,099,441		153,542		—		1,252,983
Permanent placement	Permanent placement	2,037		22,155		—		24,192
Language services	Language services	—		—		53,291		53,291
Vendor management systems	Vendor management systems	—		—		75,144		75,144
Other technologies	Other technologies	—		—		6,839		6,839
Technology-enabled services	Technology-enabled services	—		—		135,274		135,274
Talent planning and acquisition	Talent planning and acquisition	—		—		14,158		14,158
Total revenue	Total revenue	$	1,101,478	$	175,697	$	149,432	$	1,426,607

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

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

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6. NOTES PAYABLE AND CREDIT AGREEMENT

On February 10, 2023, the Company entered into the third amendment to its credit agreement (the “Third Amendment”). The Third Amendment provides for, among other things, the following: (i) an extension of the maturity date of the ~~secured revolving credit facility (the “Senior~~Senior Credit ~~Facility”)~~Facility to February 10, 2028, (ii) an increase of the ~~revolving commitments~~Senior Credit Facility from $400,000 to $750,000, and (iii) a transition from LIBOR to a ~~SOFR-based~~Secured Overnight Financing Rate (“SOFR”)-based interest rate. ~~The obligations of~~Additional information regarding the ~~Company under~~Senior Credit Facility and 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~~2023 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 ~~2022~~2023 Annual Report. The Company has not changed the valuation techniques or inputs it uses for its fair value measurement during the ~~six~~three months ended ~~June 30, 2023.~~March 31, 2024.

Assets and Liabilities Measured on a Recurring Basis

~~The~~From time to time, 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 and corporate bonds. The commercial paper is measured at observable market prices for identical securities that are traded in less active markets, which are Level 2 inputs. The corporate bonds 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. The following table presents the fair value of commercial paper and corporate bonds issued and outstanding:


		As of June 30, 2023		As of December 31, 2022		As of March 31, 2024	As of December 31, 2023
Commercial paper	Commercial paper	$	40,495	$	31,536
Corporate bonds	Corporate bonds	—		—
Total classified as restricted cash equivalents	Total classified as restricted cash equivalents	$	40,495	$	31,536
Commercial paper	Commercial paper	$	—	$	—
Corporate bonds	Corporate bonds	18,199		25,095
Total classified as restricted investments	Total classified as restricted investments	$	18,199	$	25,095

The Company’s contingent consideration liabilities associated with acquisitions are measured at fair value using a probability-weighted discounted cash flow analysis or a simulation-based methodology for the acquired companies, which are Level 3 inputs. The Company recognizes changes to the fair value of its contingent consideration liabilities in selling, general and administrative expenses in the condensed consolidated statements of comprehensive income. There were no contingent consideration liabilities outstanding as of both March 31, 2024 and December 31, 2023.

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


	Fair Value Measurements as of March 31, 2024								Fair Value Measurements as of December 31, 2023
Assets (Liabilities)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Deferred compensation	$	(178,412)	$	—	$	—	$	(178,412)	$	(165,574)	$	—	$	—	$	(165,574)
Corporate bonds	—		14,436		—		14,436		—		15,563		—		15,563
Commercial paper	—		48,247		—		48,247		—		48,206		—		48,206

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Fair Value Measurements as of June 30, 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 $ 649 $ — $ — $ 649 $ 36,895 $ — $ — $ 36,895
Deferred compensation (150,339) — — (150,339) (128,465) — — (128,465)
Corporate bonds — 18,199 — 18,199 — 25,095 — 25,095
Commercial paper — 40,495 — 40,495 — 31,536 — 31,536
Acquisition contingent consideration liabilities — — (7,500) (7,500) — — (5,070) (5,070)

Assets Measured on a Non-Recurring Basis

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

The fair value of identifiable intangible assets are determined using either the income approach (the relief-from-royalty method, multi-period excess earnings method or with-and-without method) or the cost approach (replacement cost method). These valuation approaches use a combination of assumptions, including Level 3 inputs, such as (i) forecasted revenue, growth rates and customer attrition rates, (ii) forecasted operating expenses and profit margins, and (iii) royalty rates and discount rates used to present value the forecasted cash flows.

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 ~~$19,204~~$12,503 as of both ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023.

There were no material impairment charges recorded during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023.

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 ~~2022~~2023 Annual Report.


		As of June 30, 2023				As of December 31, 2022
		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	As of March 31, 2024										As of March 31, 2024		As of December 31, 2023
	Carrying Amount									Carrying Amount	Estimated Fair Value	Carrying Amount	Estimated Fair Value
2027 Notes	2027 Notes	$	500,000	$	461,250	$	500,000	$	460,000
2029 Notes	2029 Notes	350,000		305,375		350,000		300,125

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

8. INCOME TAXES

The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. With few exceptions, as of ~~June 30, 2023,~~March 31, 2024, 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 ~~2019.~~

~~Table of Contents~~

2020.

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.

9. COMMITMENTS AND CONTINGENCIES

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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, representative 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 and representative 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. The Company has reached an agreement to settle this matter in its entirety, ~~and is awaiting court approval.~~which was preliminarily approved in the fourth quarter of 2023. The Company expects final approval at the end of the second quarter of 2024. Accordingly, the Company has recorded an accrual for this matter amounting to $62,000.

~~On May 2, 2019, former travel nurse Sara Woehrle filed a complaint against AMN Services, LLC, and Providence Health System – Southern California in California Superior Court in Los Angeles County.~~ The Company ~~removed~~is currently unable to estimate the ~~case to the United States District Court for the Central District~~possible loss or range 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 reached an agreement to settle this matter in its entirety and received court approval of the settlement. Payment was made in the second quarter of 2023.

loss beyond amounts already accrued. Loss contingencies accrued ~~as of both June 30, 2023 and December 31, 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. The lease commenced upon substantial completion of the construction of the office building in June 2023. The initial term of the lease is approximately eleven years with options to renew during the lease term. The Company recognized a right-of-use asset and operating lease liability of $15,782 and $22,713, respectively, at lease commencement, which reflects the utilization of a tenant improvement allowance of $6,931 accounted for as a lease incentive.

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10. BALANCE SHEET DETAILS

The consolidated balance sheets detail is as follows:


			June 30, 2023		December 31, 2022
		March 31, 2024					March 31, 2024	December 31, 2023
Other current assets:	Other current assets:
Restricted cash and cash equivalents
Restricted cash and cash equivalents
Restricted cash and cash equivalents	Restricted cash and cash equivalents		$	15,992	$	37,225
Income taxes receivable	Income taxes receivable		—		8,875
Other	Other		18,109		19,937
Other current assets	Other current assets		$	34,101	$	66,037

Fixed assets:	Fixed assets:

Fixed assets:

Fixed assets:
Furniture and equipment
Furniture and equipment
Furniture and equipment	Furniture and equipment		$	61,042	$	51,408
Software	Software		353,379		323,418
Leasehold improvements	Leasehold improvements		13,146		2,067
			427,567		376,893
		499,226
Accumulated depreciation	Accumulated depreciation		(250,150)		(227,617)
Fixed assets, net	Fixed assets, net		$	177,417	$	149,276

Other assets:	Other assets:
Other assets:
Other assets:
Life insurance cash surrender value
Life insurance cash surrender value
Life insurance cash surrender value	Life insurance cash surrender value		$	148,089	$	117,139
Operating lease right-of-use assets	Operating lease right-of-use assets		30,080		16,266
Other	Other		41,612		38,611
Other assets	Other assets		$	219,781	$	172,016

Accounts payable and accrued expenses:	Accounts payable and accrued expenses:
Accounts payable and accrued expenses:
Accounts payable and accrued expenses:
Trade accounts payable
Trade accounts payable
Trade accounts payable	Trade accounts payable		$	54,531	$	78,057
Subcontractor payable	Subcontractor payable		168,090		295,259
Accrued expenses	Accrued expenses		78,332		73,885
Loss contingencies	Loss contingencies		10,976		14,638
Professional liability reserve	Professional liability reserve		7,652		7,756
Other	Other		7,957		6,857
Accounts payable and accrued expenses	Accounts payable and accrued expenses		$	327,538	$	476,452

Accrued compensation and benefits:	Accrued compensation and benefits:
Accrued compensation and benefits:
Accrued compensation and benefits:
Accrued payroll
Accrued payroll
Accrued payroll	Accrued payroll		$	55,662	$	63,857
Accrued bonuses and commissions	Accrued bonuses and commissions		28,113		96,760

ESPP contributions

ESPP contributions

ESPP contributions
Workers compensation reserve	Workers compensation reserve		12,294		12,113
Deferred compensation	Deferred compensation		150,339		128,465
Other	Other		15,221		32,049
Accrued compensation and benefits	Accrued compensation and benefits		$	261,629	$	333,244

Other current liabilities:	Other current liabilities:
Acquisition related liabilities			$	7,500	$	5,070
Other current liabilities:
Other current liabilities:

Income taxes payable

Income taxes payable

Income taxes payable	Income taxes payable		46,675		—
Client deposits	Client deposits		1,938		21,466
Operating lease liabilities	Operating lease liabilities		8,603		8,090
Deferred revenue	Deferred revenue		12,390		11,825
Other	Other		7,442		1,786
Other current liabilities	Other current liabilities		$	84,548	$	48,237

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

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

Other	Other		72,932		51,151

Other

Other
Other long-term liabilities	Other long-term liabilities		$	163,048	$	120,566

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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, ~~2022,~~2023, filed with the Securities and Exchange Commission (“SEC”) on February 22, 2024 (“2023 ~~(“2022~~ 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 technology-enabled healthcare workforce solutions and staffing services to healthcare organizations across the nation. ~~As an innovative~~The Company provides access to a comprehensive network of healthcare professionals through its recruitment strategies and breadth of career opportunities. The Company helps providers optimize their workforce to reduce complexity and increase efficiency. The Company’s total talent solutions ~~partner, our~~include managed services programs, ~~or “MSP,”~~clinical and interim healthcare leaders, temporary staffing, permanent placement, executive search, vendor management systems, ~~or “VMS,” workforce consulting services,~~recruitment process outsourcing, predictive modeling, ~~staff scheduling,~~language services, revenue cycle solutions, ~~language services,~~ and ~~the placement of physicians, nurses, allied~~other services. Clients include acute-care hospitals, community health centers and clinics, physician practice groups, retail and urgent care centers, home health facilities, schools and many other 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.settings.

We conduct business through three reportable segments: (1) nurse and allied solutions, (2) physician and leadership solutions, and (3) technology and workforce solutions. For the three months ended ~~June 30, 2023,~~March 31, 2024, we recorded revenue of ~~$991.3~~$820.9 million, as compared to ~~$1,426.6 million for the same period last year. For the six months ended June 30, 2023, we recorded revenue of $2,117.5 million, as compared to $2,979.1~~$1,126.2 million for the same period last year.

Nurse and allied solutions segment revenue comprised ~~72%~~63% and ~~78%~~73% of total consolidated revenue for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. Through our nurse and allied solutions segment, we provide hospitals and other healthcare facilities with a comprehensive managed services solution in which we manage and staff all of the temporary and permanent nursing and allied staffing needs of a client. We also provide revenue cycle solutions, which include skilled labor solutions for remote medical coding, clinical documentation improvement, case management, and clinical data registry, and provide auditing and advisory services. A majority of our placements in this segment are under our managed services solution, however, we also provide traditional direct nurse and allied healthcare staffing solutions of variable assignment lengths.

Physician and leadership solutions segment revenue comprised ~~16%~~23% and ~~12%~~15% of total consolidated revenue for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. Through our physician and leadership solutions segment, we place physicians of all specialties, as well as dentists and advanced practice providers, with clients on a temporary basis, generally as independent contractors. We also recruit physicians and healthcare leaders for permanent placement and place interim leaders and executives across all healthcare settings. The interim healthcare leaders and executives we place are typically placed on contracts with assignment lengths ranging from a few days to one ~~year, and a growing number of these placements are under our managed services solution.~~year.

Technology and workforce solutions segment revenue comprised ~~12%~~14% and ~~10%~~12% of total consolidated revenue for both of the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ 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”)-based VMS technologies through which our clients can ~~manage~~self-manage the procurement of contingent clinical labor and their ~~temporary staffing needs,~~internal float pool, (3) workforce optimization services that include consulting, data analytics, predictive modeling, and SaaS-based scheduling technology, and (4) recruitment process outsourcing services ~~that leverage~~in which we recruit, hire and/or onboard permanent clinical and nonclinical positions on behalf of 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.~~clients.

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;

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

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

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

•Minutes represent the time-based utilization of interpretation services that we are able to bill our clients, which are used by management as a measure of volume in our language services business within our technology and workforce 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 from early 2020 through 2022, the COVID-19 pandemic and the “Great Resignation” impacted demand. From late 2020 through most of 2022, ~~these conditions~~the COVID-19 pandemic resulted in historically high demand for and utilization of our nurses, ~~and~~ allied healthcare professionals and vendor-neutral VMS technologies supporting the placement of these professionals. ~~In 2023, with the pandemic easing,~~Since 2022, healthcare organizations have aggressively hired permanent staff and focused on cost containment and alternative staffing models that enable them to reduce utilization of contingent labor. As a result, industry demand and demand in our travel nurse business has declined significantly ~~from historic highs~~to below pre-pandemic levels and ~~while~~ we ~~did see an increase from the end of~~saw this trend continue in the first quarter of ~~2023, demand in the second quarter remained below pre-pandemic levels. Demand in~~2024. In our allied staffing business, demand continues to be above pre-pandemic levels, and certain specialties such as therapy and imaging are up significantly year over year. Healthcare organizations have hired permanent staff aggressively, enabling them to reduce what had been historically high utilization of contingent labor. Our clients have accelerated initiatives designed to contain costs of their spend on contingent labor,year, offsetting the decline in laboratory and we have a number of clients that are reevaluating their approach and seeking more sustainable workforce solutions. However, our clients are still dealing with significant labor shortages as their progress on permanent hiring and retention has only partly resolved the high levels of vacancies and staff attrition.other specialties involved in treating COVID-19 patients.

~~Wages for nurses and the corresponding bill rates we charge our clients peaked in the first quarter of 2022. Bill rates in~~In our nurse and allied solutions segment, ~~decreased year over~~we have seen a decrease in overall staffing volume from prior year and prior quarter ~~over quarter~~primarily due to lower travel nurse demand. Bill rates in the ~~second~~first quarter ~~of 2023. After the pandemic, our clients have significantly fewer surprise vacancies, and most of the bill rate decrease reflects less urgent needs. We expect bill rates and clinician compensation~~were relatively flat to ~~stabilize and remain above pre-pandemic levels in 2023.~~prior quarter, but down year-over-year.

In our physician and leadership solutions segment, demand for our locum tenens staffing business ~~is well above pre-pandemic levels. We have seen several years of growth in certified~~declined from prior year and prior quarter. Certified registered nurse anesthetists (CRNAs)~~, the specialty that represents~~ continue to be the largest ~~percentage of revenue in this business. In recent quarters, we have also seen an uptick in demand~~specialty for ~~anesthesiologists. We expect strong demand for~~our locum tenens staffing ~~to continue~~business. Revenue per day filled increased in the ~~third~~first quarter ~~of 2023.~~as compared to the prior year and prior quarter. Demand ~~was lower~~ for our interim leadership business is leveling out after several quarters of decline. Demand for our physician permanent placement and executive search businesses ~~in the second quarter of 2023~~continues to be soft as some healthcare organizations streamlined leadership roles, deferred hiring decisions, or ~~moved to build out their internal talent acquisition teams.~~increased insourcing.

In our technology and workforce solutions segment, our language services business continued to experience increased utilization in our existing clients and ~~shift to more virtual interpretation. This year, we have seen significant margin compression~~growth from ~~competitive pressures. As anticipated, bill rates and volumes~~new clients. Volumes in our VMS business followed similar trends, although to a greater extent, as our nurse and allied solutions segment, declining from historic highs. ~~We anticipate our VMS business~~Bill rates continued to ~~continue to trend along~~decrease in the ~~same lines as our nurse and allied solutions segment with bill rates stabilizing in 2023 above pre-pandemic levels.~~first quarter.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with United States generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and judgments that affect our reported amounts of assets and liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to intangible assets purchased in a business combination, asset impairments, accruals for self-insurance, compensation and related benefits, accounts receivable, contingencies and litigation, contingent consideration (“earn-out”) liabilities associated with acquisitions, and income taxes. We base these estimates on the information that is currently available to us and on various other assumptions that we believe are reasonable under the circumstances. Actual results could vary from these estimates under different assumptions or conditions. If these estimates differ significantly from actual results, our consolidated financial statements and future results of operations may be materially impacted. There have been no material changes in our critical accounting policies and estimates ~~other than the adoption of the Accounting Standard Update (“ASU”) described in the accompanying Note (1), “Basis of Presentation,”~~ as compared to the critical accounting policies and estimates described in our ~~2022~~2023 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~~MSDR acquisition impacts the comparability of the results between the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023. See additional information in the accompanying Note (2), “Acquisitions.” Our historical results are not necessarily indicative of our future results of operations.




		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2023		2022		2023		2022					2024			2023
Unaudited Condensed Consolidated Statements of Operations:	Unaudited Condensed Consolidated Statements of Operations:
Revenue
Revenue
Revenue	Revenue	100.0	%	100.0	%	100.0	%	100.0	%			100.0	%		100.0	%
Cost of revenue	Cost of revenue	66.7		67.7		67.0		67.9
Gross profit	Gross profit	33.3		32.3		33.0		32.1
Selling, general and administrative	Selling, general and administrative	20.4		17.1		19.2		16.9
Depreciation and amortization	Depreciation and amortization	3.7		2.3		3.5		2.1
Income from operations	Income from operations	9.2		12.9		10.3		13.1
Interest expense, net, and other	Interest expense, net, and other	1.2		0.7		1.1		0.6
Income before income taxes	Income before income taxes	8.0		12.2		9.2		12.5
Income tax expense	Income tax expense	1.9		3.5		2.4		3.4
Net income	Net income	6.1	%	8.7	%	6.8	%	9.1	%	Net income			2.1	%		7.5	%

Comparison of Results for the Three Months Ended ~~June 30, 2023~~March 31, 2024 to the Three Months Ended ~~June 30, 2022~~March 31, 2023

Revenue. Revenue decreased ~~31%~~27% to ~~$991.3~~$820.9 million for the three months ended ~~June 30, 2023~~March 31, 2024 from ~~$1,426.6~~$1,126.2 million for the same period in ~~2022, primarily~~2023, attributable to ~~declines~~a decline in organic revenue across our segments with the greatest decline in our nurse and allied solutions ~~and technology and workforce solutions segments.~~segment.

Nurse and allied solutions segment revenue decreased 37% to ~~$689.0~~$519.3 million for the three months ended ~~June 30, 2023~~March 31, 2024 from ~~$1,101.5~~$824.5 million for the same period in ~~2022.~~2023. The ~~$412.5~~$305.2 million decrease was primarily attributable to ~~an approximately 19% decrease in the average bill rate,~~ a ~~17%~~24% decrease in the average number of travelers on assignment, an approximately 15% decrease in the average bill rate, and a 3% decrease in billable ~~hours, and an approximately $78.0 million decrease in labor disruption revenue during the three months ended June 30, 2023.~~hours.

Physician and leadership solutions segment revenue increased ~~slightly~~14% to ~~$176.2~~$188.8 million for the three months ended ~~June 30, 2023~~March 31, 2024 from ~~$175.7~~$165.8 million for the same period in ~~2022.~~2023. The ~~$0.5~~$23.0 million increase was attributable to higher revenue in our locum tenens business, which was partially offset by lower revenue in our interim leadership, physician permanent placement and executive search businesses. Revenue in our locum tenens business grew approximately ~~15%~~36% during the three months ended ~~June 30, 2023~~March 31, 2024 primarily due to additional revenue of $37.1 million in connection with the MSDR acquisition and a ~~14%~~10% increase in the revenue per day filled ~~and a 1% increase~~on an organic basis, partially offset by an 8% decrease in the number of days ~~filled.~~filled on an organic basis. Our interim leadership business experienced a ~~24%~~25% decline and our physician permanent placement and executive search businesses declined ~~19%~~29% during the three months ended ~~June 30, 2023,~~March 31, 2024, primarily due to lower demand.

Technology and workforce solutions segment revenue decreased ~~16%~~17% to ~~$126.1~~$112.8 million for the three months ended ~~June 30, 2023~~March 31, 2024 from ~~$149.4~~$136.0 million for the same period in ~~2022.~~2023. The ~~$23.3~~$23.2 million decrease was primarily attributable to a decline within our VMS ~~business,~~and outsourced solutions businesses, partially offset by growth within our language services business. Revenue for our VMS business declined ~~38%~~46% for ~~the same~~similar reasons as nurse and allied solutions segment revenue and our outsourced solutions business experienced a 49% decline primarily due to lower demand, while our language services business grew 16% primarily due to a 19% increase in minutes during the three months ended ~~June 30, 2023.~~March 31, 2024.

For the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ revenue under our MSP arrangements comprised approximately ~~54%~~48% and ~~60%~~57% of our consolidated revenue, ~~73%~~70% and ~~75%~~74% of our nurse and allied solutions segment revenue, ~~21%~~13% and ~~17%~~21% of our physician and leadership solutions segment revenue, and 2%3% and 1%2% of our technology and workforce solutions segment revenue, respectively.

Gross Profit. Gross profit decreased ~~28%~~30% to ~~$330.3~~$257.5 million for the three months ended ~~June 30, 2023~~March 31, 2024 from ~~$460.2~~$368.8 million for the same period in ~~2022,~~2023, representing gross margins of ~~33.3%~~31.4% and ~~32.3%~~32.8%, respectively. The ~~increase~~decline in consolidated ~~gross~~

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gross margin for the three months ended ~~June 30, 2023,~~March 31, 2024, as compared to the same period in ~~2022,~~2023, was primarily due to (1) a change in sales mix resulting from lower revenue in our nurse and allied solutions segment and (2) a higher margin in our nurse and allied solutions segment driven by a revenue mix shift within the segment. The overall increase was partially offset by a lower margin in our technology and workforce solutions segment primarily due to a change in sales mix resulting from lower revenue in our VMS business and its higher margins as compared to our other businesses within the segment and (2) lower margins in our nurse and allied solutions and physician and leadership solutions segments driven by higher clinician compensation. The overall decline was partially offset by a change in sales mix resulting from lower revenue in our nurse and allied solutions segment. Gross margin by reportable segment for the three months ended ~~June 30,~~March 31, 2024 and 2023 was 25.1% and ~~2022 was 26.7% and 25.7%~~25.9% for nurse and allied solutions, ~~35.1%~~31.6% and ~~34.2%~~35.2% for physician and leadership solutions, and ~~66.7%~~59.9% and ~~78.3%~~71.4% for technology and workforce solutions, respectively.

Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses were ~~$201.8~~$174.8 million, representing ~~20.4%~~21.3% of revenue, for the three months ended ~~June 30, 2023,~~March 31, 2024, as compared to ~~$244.4~~$205.6 million, representing ~~17.1%~~18.3% of revenue, for the same period in ~~2022.~~2023. The decrease in SG&A expenses was primarily due to ~~$53.7~~$17.1 million of lower employee compensation and benefits (inclusive of share-based compensation), a $2.9 million decrease in the provision for expected credit losses, and an approximately $7.0 million decrease in other expenses associated with our revenue decline. The year-over-year increase in SG&A expenses in our physician and leadership solutions segment was driven by $7.5 million of additional SG&A expenses from the MSDR acquisition, partially offset by ~~a $18.3 million increase in professional services, legal and other expenses.~~the aforementioned decreases. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:


		(In Thousands)
	(In Thousands)							(In Thousands)
		Three Months Ended June 30,				Three Months Ended March 31,
		2023		2022		2024	2023
Nurse and allied solutions	Nurse and allied solutions	$	81,207	$	122,426
Physician and leadership solutions	Physician and leadership solutions	35,487		40,010
Technology and workforce solutions	Technology and workforce solutions	29,902		35,408
Unallocated corporate overhead	Unallocated corporate overhead	50,357		38,073
Share-based compensation	Share-based compensation	4,818		8,513
		$	201,771	$	244,430
	$

Depreciation and Amortization Expenses. Amortization expense increased 9%15% to ~~$22.1~~$24.9 million for the three months ended ~~June 30, 2023~~March 31, 2024 from ~~$20.4~~$21.7 million for the same period in ~~2022,~~2023, primarily attributable to ~~(1) the reduction of useful lives of certain staffing database intangible assets and (2)~~ additional amortization expense related to the intangible assets acquired in the ~~Connetics~~MSDR acquisition. Depreciation expense (exclusive of depreciation included in cost of revenue) increased ~~23%~~12% to ~~$14.7~~$17.8 million for the three months ended ~~June 30, 2023~~March 31, 2024 from ~~$12.0~~$15.9 million for the same period in ~~2022,~~2023, primarily attributable to an increase in purchased and developed hardware and software placed in service for our ongoing technology investments to support our tech-centric total talent solutions initiatives and to optimize our internal front and back-office systems. Additionally, ~~$1.4~~$1.8 million and ~~$1.0~~$1.3 million of depreciation expense for our language services business is included in cost of revenue for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively.

Interest Expense, Net, and Other. Interest expense, net, and other was ~~$12.2~~$16.6 million during the three months ended ~~June 30, 2023~~March 31, 2024 as compared to ~~$10.1~~$10.3 million for the same period in ~~2022.~~2023. The increase was primarily due to a higher average debt outstanding balance during the three months ended ~~June 30, 2023.~~March 31, 2024.

Income Tax Expense. Income tax expense was ~~$18.6~~$6.0 million for the three months ended ~~June 30, 2023~~March 31, 2024 as compared to ~~$49.7~~$31.3 million for the same period in ~~2022,~~2023, reflecting effective income tax rates of ~~23%~~26% and ~~29%~~27% for these periods, respectively. The decrease in the effective income tax rate was primarily attributable to the recognition of ~~$3.5~~$2.4 million of net discrete tax ~~benefits~~benefit during the three months ended ~~June 30, 2023~~March 31, 2024 compared to a ~~$2.7~~$0.8 million net discrete tax ~~expense~~benefit during the same period in ~~2022,~~2023, in relation to income before income taxes of ~~$79.5~~$23.3 million and ~~$173.5~~$115.4 million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. We currently estimate our annual effective tax rate to be approximately ~~27%~~31% for ~~2023.~~2024. The ~~23%~~26% effective tax rate for the three months ended ~~June 30, 2023~~March 31, 2024 differs from our estimated annual effective tax rate of ~~27%~~31% primarily due to certain discrete tax benefits recognized during the three months ended ~~June 30, 2023,~~March 31, 2024, in relation to income before income taxes.

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

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

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

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

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

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

For the six months ended June 30, 2023 and 2022, revenue under our MSP arrangements comprised approximately 56% and 64% of our consolidated revenue, 73% and 80% of our nurse and allied solutions segment revenue, 21% and 17% 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 decreased 27% to $699.1 million for the six months ended June 30, 2023 from $956.4 million for the same period in 2022, representing gross margins of 33.0% and 32.1%, respectively. The increase in consolidated gross margin for the six months ended June 30, 2023, as compared to the same period in 2022, was primarily due to (1) a change in sales mix resulting from lower revenue in our nurse and allied solutions segment and (2) a higher margin in our nurse and allied solutions segment driven by a revenue mix shift within the segment. The overall increase was partially offset by a lower margin in our technology and workforce solutions segment primarily due to a change in sales mix resulting from lower revenue in our VMS business and its higher margins as compared to our other businesses within the segment. Gross margin by reportable segment for the six months ended June 30, 2023 and 2022 was 26.3% and 26.0% for nurse and allied solutions, 35.2% and 34.6% for physician and leadership solutions, and 69.2% and 77.5% for technology and workforce solutions, respectively.

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

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

~~Depreciation and Amortization Expenses~~. Amortization expense increased 10% to $43.8 million for the six months ended June 30, 2023 from $40.0 million for the same period in 2022, primarily attributable to (1) the reduction of useful lives of certain staffing database intangible assets and (2) additional amortization expense related to the intangible assets acquired in the Connetics acquisition. Depreciation expense (exclusive of depreciation included in cost of revenue) increased 33% to $30.6 million for the six months ended June 30, 2023 from $23.0 million for the same period in 2022, primarily attributable to an increase in purchased and developed hardware and software placed in service for our ongoing technology investments to support our total talent solutions initiatives and to optimize our internal front and back-office systems. Additionally, $2.6 million and $1.8 million of depreciation expense for our language services business is included in cost of revenue for the six months ended June 30, 2023 and 2022, respectively.

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~~Interest Expense, Net, and Other~~. Interest expense, net, and other was $22.4 million during the six months ended June 30, 2023 as compared to $19.7 million for the same period in 2022. The increase was primarily due to a higher average debt outstanding balance during the six months ended June 30, 2023.

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

Liquidity and Capital Resources

In summary, our cash flows were:


		(In Thousands)
	(In Thousands)							(In Thousands)
		Six Months Ended June 30,				Three Months Ended March 31,
		2023		2022		2024	2023

Net cash provided by operating activities	Net cash provided by operating activities	$	241,101	$	424,677
Net cash provided by operating activities
Net cash provided by operating activities
Net cash used in investing activities	Net cash used in investing activities	(54,859)		(115,762)
Net cash used in financing activities	Net cash used in financing activities	(247,744)		(411,688)
Net increase (decrease) in cash, cash equivalents and restricted cash

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.~~facilities and senior notes.

As of ~~June 30, 2023,~~March 31, 2024, (1) ~~$190.0~~$425.0 million was drawn with ~~$539.2~~$304.2 million of available credit under our $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 (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 ~~2022~~2023 Annual Report.

As of ~~June 30, 2023,~~March 31, 2024, the total of our contractual obligations under operating leases with initial terms in excess of one year was ~~$46.5~~$55.3 million. We describe in further detail our operating lease arrangements in ~~Note (9), “Commitments and Contingencies,” of this Quarterly Report and~~ Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (5), Leases” of our ~~2022~~2023 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 (7), “Fair Value Measurement,” Note (8), “Income Taxes,” Note (9), “Commitments and Contingencies,” and Note (10), “Balance Sheet Details.”

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

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

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Operating Activities

Net cash provided by operating activities for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 was ~~$241.1~~$81.4 million, compared to ~~$424.7~~$43.4 million for the same period in ~~2022.~~2023. The ~~decrease~~increase in net cash provided by operating activities was primarily attributable to (1) a decrease in ~~net income excluding non-cash expenses~~accounts receivable and subcontractor receivables between periods of ~~$122.0~~$106.9 million primarily due to ~~a decline~~declines in ~~operating results in our nurse~~revenue and ~~allied solutions and technology and workforce solutions segments, (2) a decrease in accounts payable and accrued expenses between periods of $189.3 million primarily due to decreased~~ associate vendor usage ~~(3) a decrease~~during the three months ended March 31, 2024 along with timing of collections, and (2) an increase in accrued compensation and benefits between periods of ~~$158.2~~$64.7 million primarily due to prior year increases in pay rates and the average number of travelers on assignment in our nurse and allied solutions segment and increased employee compensation and benefits in 2022, including accrued bonuses and commissions that were paid during the first quarter of 2023, and (4) increases in prepaid expenses and other current assets between periods of $44.3 million and $13.5 million, respectively, primarily due to prepayments and deposits that were made in 2021 and refunded by third-party vendors in 2022 related to labor disruption services.three months ended March 31, 2023. The overall ~~decrease~~increase in net cash provided by operating activities was partially offset by (1) a decrease in ~~accounts receivable and subcontractor receivables between periods~~net income excluding non-cash expenses of ~~$177.9~~$92.7 million primarily due to a decline in segment operating income across our segments, (2) a decrease in ~~the receivables balance in the current year as compared to an increase in the prior year, which was~~accounts payable and accrued expenses between periods of $23.4 million primarily due to ~~increases~~a decline in ~~revenue and~~ associate vendor usage ~~in the prior year along with~~and timing of ~~collections during the six months ended June 30, 2023~~payments, and ~~(2) an increase~~(3) a decrease in other liabilities between periods of ~~$155.6~~$17.6 million primarily due to ~~lower cash paid for~~an increase in income taxes ~~and an increase to accrued loss contingencies in the current year, in addition to client deposits related to labor disruption services that were returned~~payable during the prior ~~year.~~year resulting from the timing of income tax payments. Our Days Sales Outstanding (“DSO”) was 5364 days at ~~June 30, 2023, 55~~March 31, 2024, 70 days at December 31, ~~2022,~~2023, and 5055 days at ~~June 30, 2022.~~March 31, 2023.

Investing Activities

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Net cash used in investing activities for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 was ~~$54.9~~$21.4 million, compared to net cash used in investing activities of ~~$115.8~~$32.4 million for the same period in ~~2022.~~2023. The decrease was primarily due to ~~(1) $69.8 million used for acquisitions during the six months ended June 30, 2022, as compared to no cash paid for acquisitions during the six months ended June 30, 2023, and (2) $17.9~~$4.5 million of payments to fund the deferred compensation plan during the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, as compared to ~~$12.6~~$17.0 million of payments during the ~~six~~three months ended June 30, 2022. The overall decrease was partially offset by net proceeds of investments of $7.0 million during the six months ended June 30, 2023, as compared to a net purchase of $1.6 million during the six months ended June 30, 2022.March 31, 2023. In addition, capital expenditures were ~~$43.9~~$18.1 million and ~~$30.8~~$17.5 million for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively.

Financing Activities

Net cash used in financing activities during the ~~six~~three months ended ~~June 30,~~March 31, 2024 was $39.0 million, due to repayments of $50.0 million under the Senior Credit Facility and $4.0 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards, partially offset by borrowings of $15.0 million under the Senior Credit Facility. Net cash used in financing activities during the three months ended March 31, 2023 was ~~$247.7~~$44.5 million, ~~primarily~~ due to (1) ~~$424.7~~$174.7 million paid in connection with the repurchase of our common stock, (2) repayments of ~~$220.0~~$70.0 million under the Senior Credit Facility, (3) ~~$9.4~~$6.1 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards, and (4) $3.6 million payment of financing costs in connection with the Third Amendment (as defined below), all of which was partially offset by borrowings of ~~$410.0~~$210.0 million under the Senior Credit Facility. Net cash used in financing activities during the six months ended June 30, 2022 was $411.7 million due to $401.9 million paid in connection with the repurchase of our common stock and $9.8 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards.

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~~2023 Annual Report.

Letters of Credit

At ~~June 30, 2023,~~March 31, 2024, we maintained outstanding standby letters of credit totaling $21.3 million as collateral in relation to our workers’ compensation insurance agreements and a corporate office lease agreement. Of the $21.3 million of outstanding letters of credit, we have collateralized ~~$0.5~~$0.6 million in cash and cash equivalents and the remaining $20.8 million is collateralized by the Senior Credit Facility. Outstanding standby letters of credit at December 31, ~~2022~~2023 totaled ~~$22.0~~$21.3 million.

Recent Accounting Pronouncements

~~Table~~In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which expands the breadth and frequency of ~~Contents~~reportable segment disclosure requirements, primarily though enhanced disclosures about significant segment expenses. The new guidance requires public entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), the amount and composition of other segment items by reportable segment, any additional measures of a segment’s profit or loss used by the CODM when assessing performance and deciding how to allocate resources, and the CODM’s title and position. Additionally, public entities will be required to provide in interim periods all disclosures about a reportable segment’s profit or loss that are currently required annually by Topic 280. This standard is effective on a retrospective basis for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting this standard on our disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which is intended to enhance the transparency and decision-usefulness of income tax disclosures. The new guidance addresses investor requests for enhanced income tax information primarily through requiring disclosure of additional information about and further disaggregation of the rate reconciliation and income taxes paid. This standard is effective on a prospective basis for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting this standard on our disclosures.

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

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Special Note Regarding Forward-Looking Statements

This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We base these forward-looking statements on our expectations, estimates, forecasts, and projections about future events and about the industry in which we operate. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “should,” “would,” “project,” “may,” variations of such words, and other similar expressions. In addition, any statements that refer to projections of demand or supply trends, financial items, anticipated growth, future growth and revenues, future economic conditions and performance, plans, objectives and strategies for future operations, expectations, or other characterizations of future events or circumstances are forward-looking statements. All forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Factors that could cause actual results to differ materially from those implied by the forward-looking statements in this Quarterly Report are set forth in our ~~2022~~2023 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 or economic ~~conditions~~conditions;

•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, and successfully hire and retain permanent staff, which may negatively affect our revenue, results of operations, and cash flows;

•the effects of the COVID-19 ~~pandemic;~~pandemic or any future pandemic or health crisis on our business, financial condition and results of operations;

•the severity and duration of the impact the COVID-19 pandemic or any future pandemic or health crisis, 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 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, 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, increased client initiatives designed to contain costs, including reevaluating their approach as it pertains to contingent labor and managed services programs;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

•our indebtedness, which could adversely affect our ability to raise additional capital to fund operations, limit our ability to react to changes in the economy or our industry, and expose us to interest rate risk to the extent of any variable rate debt;

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

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates, and commodity prices. During the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, 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 six~~ months ended ~~June 30, 2023.~~March 31, 2024. A 100 basis point change in interest rates as of ~~June 30, 2023~~March 31, 2024 would not have resulted in a material effect on the fair value of our investment portfolio. For our investments that are classified as available-for-sale, unrealized gains or losses related to fluctuations in market volatility and interest rates are reflected within stockholders’ equity in accumulated other comprehensive loss in the consolidated balance sheets. Such unrealized gains or losses would be realized only if we sell the investments prior to maturity.

During the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, we generated substantially all of our revenue in the United States. Accordingly, we believe that our foreign currency risk is immaterial.

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Item 4. Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of ~~June 30, 2023~~March 31, 2024 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~June 30, 2023~~March 31, 2024 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 (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 ~~2022~~2023 Annual Report. The risk factors described in our ~~2022~~2023 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, and February 16, 2023, we announced increases to the repurchase program totaling ~~$700.0~~$1,200.0 million. ~~Additionally, on February 16, 2023, we announced an increase~~These increases brought the total authorization of ~~$500.0 million for a total of~~the repurchase program to $1,350.0 million, of ~~repurchase authorization~~which $226.7 million remained as of ~~June 30, 2023.~~March 31, 2024. Under the repurchase program announced on November 1, 2016 and the aforementioned increases (collectively, the “Company Repurchase Program”), share repurchases may be made from time to time, depending on prevailing market conditions and other considerations. The Company Repurchase Program has no expiration date and may be discontinued or suspended at any time.

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

During the ~~six~~three months ended ~~June 30, 2023, exclusive of the initial delivery of shares under the ASR,~~March 31, 2024, we ~~repurchased approximately 2.4 million~~did not repurchase any shares of common stock at an average price of $95.13 per share excluding broker’s fees, resulting in an aggregate purchase price of $224.7 million excluding the effect of excise taxes, funded through cash on hand and borrowings under our secured revolving credit facility.stock. We describe in further detail the Company Repurchase Program and the shares repurchased thereunder in Part II, Item 5, “Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” and Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (10)(b), Capital Stock—Treasury Stock” set forth in our ~~2022~~2023 Annual Report.

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

Period
Total
Number of
Shares (or
Units)
Purchased
Average
Price Paid
per Share
(or Unit) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Program Maximum Dollar
Value of Shares (or Units)
that May Yet Be
Purchased Under the Program
January 1 - 31, 2023 922,516 $108.40 922,516 $ 51,374,511
February 1 - 28, 2023 187,031 $93.83 187,031 $ 533,820,512
March 1 - 31, 2023 658,402 $86.79 658,402 $ 476,658,438
April 1 - 30, 2023 550,245 $84.02 550,245 $ 430,412,324
May 1 - 31, 2023 (a) 1,803,863 $90.78 1,803,863 $ 226,658,470
June 1 - 30, 2023 — $— — $ 226,658,470
Total 4,122,057 $93.32 4,122,057 $ 226,658,470

~~Table of Contents~~

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

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended ~~June 30, 2023,~~March 31, 2024, none of the Company’s directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

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Item 6. Exhibits


Exhibit Number						Description

3.1						Second Amended and Restated Certificate of Incorporation of AMN Healthcare Services, Inc.*

31.1						Certification by 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 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.

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SIGNATURES

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

Date: ~~August 4, 2023~~May 9, 2024


AMN HEALTHCARE SERVICES, INC.

/S/ CAROLINE S. GRACE
Caroline S. Grace President and Chief Executive Officer (Principal Executive Officer)

Date: ~~August 4, 2023~~May 9, 2024


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

3126


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


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


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




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