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Good day, and thank you for standing by. Welcome to AMN Healthcare Second Quarter 2023 Earnings Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions]. Finally, please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Randy Reece, Senior Director of Investor Relations. Please go ahead.

Good afternoon, everyone. Welcome to AMN Healthcare's Second Quarter 2023 Earnings Call. A replay of this webcast will be available at ir.amnhealthcare.com following the conclusion of this call. Various remarks we make during this call about future expectations, projections, trends, plans, events or circumstances constitute forward-looking statements. These statements reflect the company's current beliefs based upon information currently available to it. Our actual results may differ materially from those indicated by these forward-looking statements because of various factors and cautionary statements, including those identified in our most recently filed Forms 10-K and 10-Q our earnings release and subsequent filings with the SEC. The company does not intend to update guidance or any forward-looking statements provided today prior to its next earnings release. This call contains certain non-GAAP financial information. Information regarding and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are included in our earnings release and on our financial reports page at ir.amnhealthcare.com. On the call today are Cary Grace, Chief Executive Officer; Jeff Knudson, Chief Financial Officer; Landry Seedig, Group President and COO of Nursing and Allied Solutions; and James Taylor, President and COO of Physician and Leadership Solutions. I will now turn the call over to Cary.

Thank you, Randy, and welcome, everyone. Let me begin by expressing my gratitude for the remarkable efforts of our healthcare professionals and team members. You empower our mission to improve access and quality of healthcare throughout the country. As we have successfully done in the past, AMN is balancing the demands of short-term business conditions against the pursuit of long-term value for our stakeholders. Healthcare organizations need more powerful strategies and tools to deal with complex labor needs that are growing faster than the supply of workers. We believe strongly in these market dynamics and are investing to address the current and future healthcare environment. To meet these needs, we have ramped internal investments in technology and bringing all of our solutions together. Our industry leading mobile app, AMN Passport has surpassed 200,000 users and now engages most of our healthcare professionals on assignment. Our language services platform now has API integration with leading electronic medical record systems, enabling faster and easier connections with our medically qualified interpreters and the early reception to ShiftWise 2.0, our market leading VMS platform has been very favorable. In the near-term, we are managing through a demand environment that in our Nurse and Allied Solutions segment has remained slow as the healthcare sector has moved toward a new normal for total labor costs. Overall demand for travel nurse staffing is low as clients try to regain a sustainable balance of permanent and contingent staff. This year has been harder to predict as clients have focused on accelerating short-term cost management as well as looking at long-term ways to rebuild their workforce. Our outlook for third quarter revenue in Nurse and Allied is approximately $65 million lower than consensus. As we progressed through the second quarter, demand for contingent labor from our large MSP clients was lower than we had assumed. They increased the pace of permanent hiring and we proactively partnered with them on temp to perm conversions and their overall cost management goals. We are continuing to position our organization to serve our clients in the way they want, whether it is supporting a self-managed operation, vendor neutral MSP, staffing led MSP, or the many other solutions we have to offer clients. We have improved our internal fill rates on MSPs throughout this year. In addition, we have invested in our VMS technologies to make them more adaptable to individual client needs if they choose to exercise more internal control over their program. Current and prospective clients continue to be open to new solutions that will help them rebuild and manage their workforce. We have ramped sales and marketing efforts to take advantage of this opportunity not just for staffing led MSP, but also in pursuit of direct and vendor neutral MSPs. We feel good about the sales pipeline we have developed as we finish the year and how it will impact 2024 and thereafter. For our physician solutions, Locum Tenens and Permanent placement client needs remains strong, and we are working to bolster the sustainability of our growth trajectory. Locum Tenens had record high revenue in the second quarter, growing 15% year-over-year, while also producing strong profitability. Demand in our interim leadership and permanent placement businesses has been affected by clients cost control efforts, though perm demand seems to have stabilized. We are pleased that the PLS segment was able to make impressive year-over-year progress on gross and operating margins despite flat revenue and a mixed headwind. Our Technology and Workforce Solutions segment saw revenue decline from Q1 to Q2 as VMS tracked the softer staffing market. As expected, profit margins in that segment are lower, with a revenue mix shift towards language solutions. That business grew revenue 19% year-over-year, and the segment as a whole continued to have a favorable impact on our consolidated profit margins. As we have noted, clients have reacted to the post pandemic environment by stepping up permanent hiring and seeking change in how they manage labor flexibility. Overall, we see an environment in which labor supplies will still be challenged to deal with growth in healthcare utilization, as well as improving the overall wellbeing and engagement of healthcare professionals. We think our broad and deep set of solutions and technology platforms position us well to serve the needs of clients and clinicians now and for the long-term. AMN is managing through this environment, realigning talent and adjusting costs appropriately to protect margins while also sustaining important strategic investment initiatives. In recent weeks, our Nurse and Allied Solutions segment successfully completed a major upgrade of its back office technology platform to better serve our internal growth objectives and our healthcare professionals. The success and scale of this technology transition set new standards for how we manage change at AMN. In many aspects, we accelerated our pace of technology enablement and this process will continue into 2024 with lasting benefits for our solutions, clients, healthcare professionals and team members. Our long track record in technology enabled solutions such as VMS, workforce analytics and broad based staffing strengthens our positioning with clients who want more comprehensive solutions. Now I'll turn over the call to Jeff for the details about our results and outlook, after which I will return with some final comments.

Thank you, Cary and good afternoon everyone. Second quarter revenue of $991 million was near the high end of our guidance range, driven by outperformance in Locum Tenens. Consolidated revenue was down 31% from the second quarter of 2022. Sequentially as anticipated, revenue was down 12% as clients expense management continued to drive demand levels lower and the expected stepdown of bill rates within Nurse and Allied and VMS. Gross margin for the quarter was 33.3%, just below our guidance range. Compared with the prior-year period, gross margin was up 100 basis points, primarily due to a favorable revenue mix shift and margin improvements within the Nurse and Allied segment partially offset by margin contraction within technology and workforce solutions. Sequentially, gross margin increased 50 basis points. Consolidated SG&A expenses were $202 million including a non-recurring legal settlement or 20.4% of revenue compared with $244 million or 17.1% of revenue in the prior year period, and $206 million or 18.3% of revenue in the previous quarter. The decrease in SG&A expenses year-over-year was primarily driven by lower employee expenses, consistent with the current demand environment. Sequentially, lower business volumes led to lower employee expenses along with lower bad debt reserve and professional liability insurance expenses. Adjusted SG&A, which excludes certain nonrecurring expenses and stock based compensation expense was $170 million in the second quarter, or 17.1% of revenue, compared with $229 million or 16% of revenue in the prior year period. The increase in adjusted SG&A margin as a percentage of revenue year-over-year was mainly driven by lower revenue. In the second quarter, Nurse and Allied revenue was $689 million down 37% from the near record revenue in the prior year period. Sequentially, segment revenue was down 16%, driven by lower volume and bill rates. Average bill rate was down 19% year-over-year and down 6% sequentially. Year-over-year, volume was down 17% and average hours worked were down 3%. Sequentially, volume was down 10% and average hours were down 2%. Travel nurse revenue during the second quarter was $477 million, a decrease of 39% from the prior year period and 19% from the prior quarter. Allied revenue during the quarter was $182 million down 12% year-over-year and 7% sequentially. Nurse and Allied gross margin during the second quarter was 26.7%, which increased 100 basis points from the prior year period and grew 80 basis points sequentially. The year-over-year increase in gross margin was primarily due to normalization of the bill pay spread. Segment operating margin of 14.9% increased 30 basis points year-over-year due to higher gross margin partially offset by lower SG&A leverage. Sequentially, operating margin increased 110 basis points driven by lower bad debt reserve and professional liability expense. Continuing with the Physician and Leadership Solutions segment, second quarter revenue of $176 million was flat year-over-year and up 6% sequentially. Locum Tenens revenue in the quarter was $122 million, a 15% increase from the prior year and up 14% sequentially. Interim leadership revenue of $36 million decreased 24% from the prior year period and was down 10% from the prior quarter. Search revenue of $18 million dropped 19% from the prior year and was down 5% sequentially. Interim and search revenue were down year-over-year primarily due to lower demand as healthcare systems continue to focus on cost containment measures. Gross margin for the Physician and Leadership Solutions segment was 35.1%, up 90 basis points year-over-year and down 10 basis points sequentially. The margin increase year-over-year was primarily due to improved gross margin for Locum Tenens, partially offset by the revenue mix within the segment. Segment operating margin was 15%, which increased an impressive 360 basis points year-over-year due to lower SG&A expenses and gross margin improvement, sequentially operating margin decreased 10 basis points. Technology and Workforce Solutions revenue during the second quarter was $126 million down 16% year-over-year and 7% sequentially. Language Services generated revenue of $64 million, an increase of 19% year-over-year and 3% quarter-over-quarter. VMS revenue for the quarter was $47 million, a decrease of 38% year-over-year and 14% sequentially. Segment gross margin was 66.7%, down from 78.3% and 71.4% in the prior year and prior quarter respectively. The sharp decrease in gross margin year-over-year and sequentially was primarily due to a revenue mix shift away from high margin VMS and a lower gross margin in language services. Segment operating margin in the second quarter was 44.1% compared with 55.2% in the prior year driven by lower gross margin. Sequentially, segment operating margin decreased 520 basis points. Second quarter consolidated adjusted EBITDA was $162 million a decrease of 30% year-over-year and 10% sequentially. Adjusted EBITDA margin of 16.3% was flat year-over-year and up 40 basis points sequentially. Second quarter net income was $61 million, down 51% year-over-year and down 28% sequentially. Second quarter GAAP diluted earnings per share was $1.55 in the quarter. Adjusted earnings per share for the quarter was $2.38 compared to $3.31 in the prior year period and $2.49 in the prior quarter. Days sales outstanding was 53 days, two days lower than the prior quarter and three days higher than the prior year when collections were very strong. Operating cash flow for the second quarter was $198 million and capital expenditures were $26 million. As of June 30th, we had cash and equivalents of $7 million long-term debt of $1.04 billion, including a $190 million draw on a revolving line of credit and a net leverage ratio of 1.5x to 1x. As you may recall, we announced a $200 million accelerated share repurchase program on our previous earnings call, which began in the second quarter. During the quarter, we repurchased 2.4 million shares of stock for a total of $250 million. In total year-to-date as of June 30th, we have bought back 4.1 million shares of stock for a total of $425 million. As of today, $227 million was outstanding on the repurchase program authorized by our Board of Directors. Moving to the third quarter 2023 guidance. We project consolidated revenue to be in a range of $840 million to $860 million down 24% to 26% from the prior year period. Gross margin is projected to be between 33.3% and 33.8%. Reported SG&A expenses are projected to be 19.8% to 20.3% of revenue. Operating margin is expected to be 8.8% to 9.4% and adjusted EBITDA margin is expected to be 14.3% to 14.8%. Average diluted shares outstanding are projected to be approximately $38.6 million. Additional third quarter guidance details can be found in today's earnings release. As Carrie mentioned, utilization from our top clients is lower than we anticipated, which is reflected in our third quarter guidance. Order trends have been stable for three months and clients have indicated they will place winter needs orders within the next few weeks. As such, we expect nurse and allied revenue in the fourth quarter to grow modestly over the third quarter level. The Physician & Leadership Solutions and Technology & Workforce solutions segments should see seasonal revenue declines in the mid single-digits. As we have noted, clients have reacted to the post-pandemic environment by stepping up permanent hiring and seeking change in how they manage labor flexibility. The result has been a surge of new opportunities along with greater client turnover within the industry. The near-term impact is visible in continued soft demand from our MSP clients and a lesser impact from turnover. These client transitions went largely as expected in recent months and were not the drivers of change in our 2023 expectations. And now I'd like to hand the call back to Cary.

Thank you, Jeff. This quarter, we say farewell to two of the people who helped build AMN and the concept of Total Talent Solutions in Healthcare. Denise Jackson, our Corporate Secretary and Chief Legal Officer is retiring after 23 years of making a profound impact on the AMN family. Denise was instrumental in bringing AMN from its IPO to becoming an industry leader in corporate governance. Her fierce conviction, determination and relentless dedication ensure that our culture embodies diversity, equity, equality and inclusion. Denise provided well for her succession. She has mentored Whitney Loughlin, her successor for 17 years, and we are excited to see how Whitney builds on Denise's legacy. Thank you, Denise. And congratulations to Whitney. Landry Seedig joined AMN in 2008 as part of an acquisition. We always want acquisitions to bring in leadership talent, and Landry is a brilliant example of how that should work. He was instrumental in the growth of our Travel Nurse and Allied businesses. He became the leader of our Nurse and Allied Solutions segment in March 2020, right at the beginning of the pandemic. Landry kept his team together during the pandemic with his unique blend of business acumen, insightful leadership, and a personal charm that no one who met him will forget. Landry is leaving the staffing industry for another opportunity that is very special to him. We are grateful for his efforts to prepare his successor. Robin Johnson is superbly prepared to take over leadership of Nurse and Allied at this critical time in our evolution. I'm excited about the depth of leadership talent we have built and will continue to build at AMN to bring the best to our clients and healthcare professionals in a changing industry ecosystem. Now operator, please open the call for questions.

Thank you. We will now conduct the question-and-answer session. [Operator Instructions]. Our first question comes from A.J. Rice of Credit Suisse Financial Services.

Hi, everybody. Just technical to make sure I understand the Q3. It sounds like you're looking for Nursing Allied revenues to be down about 20%. If I've got that right from Q2 to Q3. I know in Q2, the volumes were down about 10% and the bill rate were down about 8% in the same category. Can you give us a sense of where you think that split falls out in Q3 between what you're seeing in volume decline versus what you're seeing in bill rate decline?

Yes, A.J. The volume decline in Nursing and Allied in Q3 would be down low double-digits sequentially. And then the bill rate. We had originally expected bill rates to be down mid single-digits in Q3 over Q2, and it's slightly stronger than that, maybe down 7% to 8% Q3 over Q2 on the bill rate side.

Okay. And then just stepping back with a broader question. I think your principal public peer, at least yesterday, described there -- what they were seeing in the market heading into the third quarter is an inability at the current bill rates to find the staff to fill positions. It sounds like you're putting more of the emphasis on the demand side than maybe at least I interpreted that they were. I don't know if there's any way to comment on that. You're saying, though, that your order trend has been steady for three months, I guess would somewhat suggest that the orders are there, I guess. But anyway, do you have any takeaway? That's an open ended question, but to sort of characterize it from a demand versus supply challenge to market?

Hey, A.J. Let me give a general comment, and then I'll turn it over to Landry to fill in some detail. I think overall we're seeing the same thing across the market and there's probably a nuance just in terms of our businesses and the mix of some of our businesses. But what we talked about last quarter in Nurse and Allied is that we had started to see some modest growth, often early April trough. We continued to see that growth into June and we expected it to continue into Q3. What we saw is that after the increases that we saw going into June, it really flattened out. And so the change for us was a change in utilization with our largest clients. So it wasn't a supply challenge. It really was a utilization lower than expected from some of our largest clients. And if we go forward into what we have seen and some of the patterning that Jeff mentioned in his opening comments. We have gotten some early indications from clients about winter needs. And based on those indications, we would expect that we would see a little bit back to some normal seasonal patterning of some growth from Q3 to Q4. Landry, I don't know if you want to…

Yes, hey, A.J. its Landry. So on that pay front, so pay, of course, it's just one factor that these clinicians are considering whenever they're looking at our jobs and accepting our jobs. I think we might have said in the past, really location is the number one preference. That's the most important. There's other things work life balance, flexibility of the job, the facilities reputation, working conditions. So there's a lot of different factors. And we do see certain customers right now that are posting orders that we would consider below market rate. And we do see that those go unfilled for the most part. But that dynamic, that's not new. I mean, we've seen that over many years where you have a portion of the needs that go unfilled. A lot of our kind of more strategic and larger clients, they're posting orders at what we would consider market rate. Those customers are experiencing high fill rates. They're getting their jobs filled. So really, the reason for some of the softer volumes that we're seeing going into Q3, it's more of a demand story for us, just not being quite as robust as what we'd like to see. And then I guess the last thing that I'd mentioned is just applications. Our new application stats are still really, really strong, so there's still a lot of interest in travel. They still remain much higher than what we ever saw pre-pandemic.

Okay. Thanks a lot.

Okay, one moment for our next question. Our next question is from Jeff Silber of BMO Capital Markets.

Thanks so much. Given the environment, I'm just curious what your company's been doing with internal headcount. Has there been any changes and should we expect future changes?

Yes, thanks for the question. As you know, one thing that AMN has done extremely well over its history is be able to flex up and flex down in different environments. And so, as we saw lower demand, really as you entered left last year and entered this year, we have managed our internal resources and headcount accordingly. So if you look from the beginning of the year until what we would expect in the third quarter, we will be down around 9% from a headcount standpoint. And we do that. We have programs that we put in place around managing that through normal attrition performance management. One thing I would note is, from a producer standpoint, we have intentionally kept our producers, because we expect demand to increase as we get into the fourth quarter and into next year. And we want to be ready for that.

And Jeff, I would just add at the midpoint of the Q3 guide, although with revenue coming down as we've moved through the year. Adjusted SG&A as a percent of sales has increased, but the absolute dollars have come down sequentially every quarter since the first quarter. And we would expect that trend to continue into the fourth quarter.

Okay, that is very helpful. My next question may be long. I apologize about it, but I want to talk about labor disruption. So my first aspect, I don't know if it had any impact on the second quarter, and if you're expecting any impact in the third quarter. But more importantly, and this may be more anecdotal than anything else. I live in Central New Jersey, one of our large hospitals Robert Wood Johnson. I haven't seen the news today, but the nurses were expected to go on strike tomorrow in one of the issues was that they wanted hospitals to reduce their contract labor spend. Obviously, it's self-serving, but I don't remember seeing that kind of pressure from the nurses themselves. Is this something that's happening elsewhere? And does that produce another headwind for your business?

Yes, I would say for us, we had about $5 million in labor disruption revenue in the second quarter, and there's nothing that we're servicing our clients on from a labor disruption front in the third quarter. So there's zero in revenue embedded in the Q3 guide.

And, Jeff, I would say overall, we haven't heard that as a theme from clients.

Okay, maybe one-off here. Thank you so much.

Okay, one moment for our next question. Our next question is from Trevor Romeo of William Blair.

Hi, good afternoon. Thanks so much for taking the questions. One, I kind of appreciate the commentary on winter order indications kind of giving you confidence in Q4 growing sequentially for Nursing and Allied Solutions. I guess as you look kind of forward based on what you're seeing and hearing now, does it feel like there's potential for further softness in either bill rates or volumes next year after the winter? Or does it kind of feel like Q3 of this year will truly be the trough for the travel business in this demand kind of cycle? And hospitals are comfortable with where they stand kind of in terms of contract labor?

Yes, let me give you some macro comments, and then I'll let Landry and Jeff chime in a little bit on what we could expect to see from a bill rate. And I think we talked a bit about what we expect to see from a demand standpoint. If you look at the macro thesis that we've talked about for some time, that remains intact. And so on the one side, we expect to continue to see an increase in overall healthcare demand utilization, aging demographics, a number of factors going into that, and you will continue to have supply constraints against that. And so we expect for there to continue to be demand across the board for the services we provide, everything from workforce planning into how we operationalize their workforce strategies of which contingent staffing is a piece of that. If you look at on average, what you have seen and I think this has been reinforced in the commentary from some of the public company hospital systems, on average, you're getting back into a range of normal on contingent labor. The caveat that I would put to that is clients are at different paces of change in getting there. So while we have clients that have gotten down into what they would consider some of their target rates, we have other clients that still are at high levels for a variety of reasons. And so when we think about what that looks like, this year really has been one of how do we get back into more of a normal, sustainable workforce framework. So we expect that we will continue to see the supply demand imbalance, creating a need for our broad based services as we go forward.

Yes. And Trevor, on the bill rate side, our expectations for the fourth quarter is that bill rates would be down low single-digits off of Q3 levels, that would put 2023 exit rate, call it somewhere in the 32%, 33% above pre-pandemic levels, or a 7% CAGR from 2019. And that's very much in line with where, from a CAGR standpoint, where annualized nurse wage inflation is running since 2019. So that gives us confidence that that's the starting point for bill rates as we think about '24.

Yes, understood. Thanks for that color. And then I just kind of wanted to touch on the Locums business, which I think you highlighted as a record revenue quarter in the second quarter. Just wondering, are you seeing broad based increases in demand across the Locums book or any particular specialties driving the strength and then given the strength in Q2 for Locums, I guess how do you reconcile that with the Q3 guide of PLS segment kind of being down 3% to 5%?

Hey, as I turn that over to James to give some color, I want to just underscore and congratulate our entire Locums team for the quarter. It was extraordinary. James, you want to talk a little bit about what you're seeing?

Sure. Thank you, Cary and like Cary, I would like to thank the Locums team as well. And specifically under Jeff Decker's leadership, the team has leaned in and really lived the values of who we are as an organization. They do outstanding work. As you think about the Locums business, our Locums market is very strong from a demand perspective and we're still at 1.5x the pre-COVID levels and that demand is really driven. It's up quarter-over-quarter and year-over-year and from the specific specialties of CRNA, advanced practice, primary care and surgery, and it continues to surge and continues to move forward. I think I will state is that when you think about our results, the result for Q2 we have record high in revenue of 14.3% sequentially up, 15% over year-over-year, up in revenue and other favorable metrics that we have from a demand, from fill rates, from book spreads, POA and revenues day filled. All of those metrics were up both quarter-over-quarter and year-over-year. Team focusing upon our clients and helping our clients to meet their demand because when we meet their demand and put positions in place, those are revenue generating positions that help our clients to be able to meet their financial numbers. And we do that through leveraging our MSP and thinking about Total Talent Solution. So the Locums teams keeps leveraging our MSP and leveraging our Total Talent Solutions. I think that we're well positioned, market is very high in demand and the team is delivering against that demand.

And on the guide, Trevor, I would just add. The expectation for Locums in Q3 would be pretty flattish sequentially over Q2 and that should still be up low teens on a year-over-year basis. And then where you are facing some headwinds within interim and search demand trends remain soft there, hospital systems continue with their cost containment measures and we would expect both of those businesses to be down approximately 10% quarter-over-quarter in Q3.

Got it. Okay, thank you. That was helpful. Appreciate all the color.

Okay, one moment for our next question. Next question is from Brian Tanquilut of Jefferies.

Hey, good afternoon, guys. I guess my first question would just be any color you can share with us about just the competitive environment. I mean, there's a lot of chatter about MSPs moving around, and I know, Cary, you talked about vendor neutral agreements and wins in that area as well. So just maybe any color you can share on what that environment looks like today?

Yes, let me start with something I mentioned in the last call that we have seen continue. As you really look at what we're seeing with clients overall coming out of the pandemic. For three years, they were heads down, focused on dealing with a surge in demand and challenges in their workforce. And so we have seen them come out of the pandemic with a huge need around, how do I find solutions that are going to help me with transparency, cost containment, and building a sustainable workforce? And so we've seen that continue as an overall theme and a bigger openness across the board for clients to try solutions that are going to help them achieve that. I know there's been conversations around MSP, VMS. Obviously, we are major players in both of them. We look at it as what clients need and we wrap our solutions around them. We haven't seen one model change, one competitor change about what clients are coming from or going to. I think the overall theme we're seeing is clients are looking for a way that they can sustainably build a workforce to serve their needs. And so if you go back and look at what we're seeing overall from a competitive market, it's a competitive market. So it was competitive during the pandemic. And as you've gone into this period of lower demand, that competition has intensified. We think we are well positioned as clients look for a variety of solutions because of the breadth of what we provide to be in a very good position to help clients, regardless of whether they want an MSP relationship, a vendor neutral relationship, or any of the other solutions that we provide. And one other thing I should mention, Brian is, if we look year-over-year at our MSP pipeline, our pipeline is 300% higher than this time last year.

Got it. Okay, that's awesome. I guess my follow-up kind of related as well. I mean as AJ mentioned earlier, I mean one of your competitors is talking about challenges with recruitment and whatnot, but they called out the tightening of spread between bill rate and take rate. And as I look at your margins in Nurse and Allied for the quarter, obviously you're not showing any deterioration. So maybe just curious what your outlook is for margins going forward. Gross margins in Nurse and Allied given those commentaries?

We would expect Nurse and Allied gross margins in the fourth quarter. That's typically seasonally low for us, Brian, just because of the hours worked. And the Q3 levels should be pretty comparable to where we were in Q2.

Got it. All right. Thank you.

Thank you. One moment for our next question. Next question is from Kevin Fischbeck of Bank of America.

Great, thanks. Wanted to ask about what you guys believe your visibility is into the Q4 trend, because I guess this is now two quarters where both you and your public competitor have taken down guidance for the year. And so it seems like the market is in flux, and it's kind of hard to hit what seems to be a moving target, because I think last quarter you both sounded confident that things were firming. I guess is there a reason to believe that the data points you're getting today are better or more informed data points than what you saw at this point last year? Or whether things are still in flux and visibility is still kind of below average?

Yes, Kevin, I would say for us, we would really say the behavior among our top clients was very different than what we had seen historically. We've talked many times about how we thought this year would return to some level of normal seasonal patterns, and we did assume a partial recovery, and then we saw utilization decline into the third quarter. As it relates to Q4, we do believe that the stability that we've seen in the demand trends over the past three months, as well as the indications that we've received from our clients on their winter order needs, is what gives us that visibility into Q4 and that Nurse and Allied revenue will increase sequentially over Q3 and that Q3 will be the trough within Nurse and Allied.

Okay, and I guess maybe your commentary is a little bit different than theirs, but I guess the competitor was kind of saying that there were a lot of orders that were coming in below kind of market rates and just not being filled. I don't call them phantom orders, but kind of orders that potentially the hospital never fully expected to be filled. I just want to make sure that I have read that these orders in your view are kind of orders that make sense at or near market rates that you're seeing firming and there's no mix in kind of how those orders are looking and whether you've got real confidence that they're actually fillable orders?

Hey, Kevin, it's Landry. So I don't disagree with the other public competitor that if some of those orders had higher pay rates, that they would go at a higher fill rate. So I don't disagree with that. The thing is, that's always been a component in the marketplace. And what we see on those orders that are going unfilled is not disproportionate to what we would have seen before. So that's why we believe the mix of those orders and based on what the bill rates are and what the market is demanding and what clinicians are demanding, that we need some more demand. And like Cary and Jeff both mentioned, it's leveled out. And we've seen the list of winter needs from our clients, from some of our top clients. It's not official, but those lists show us that the demand that will be coming in for winter needs, which means Q4 and into Q1 is at or above what we saw last year.

Okay. And then maybe just the last question, I guess, historically, as we thought about how this year was trending, and then we thought about 2024. You guys seem to be guiding to like, the Q4 numbers probably take that annualize it, and that's a good base to think about for next year. If I hear what you're saying about Nurse and Allied being up at [indiscernible] divisions being down, that Q4 revenue overall might be flattish to maybe slightly up, which would put you more like a 35 type base for annualized. Is that the right way to think about the jumping off point into next year, or is there something wrong with that?

It's directionally correct, Kevin, I would say you could think about the back half run rate. Certainly on the top-line would smooth out some of that seasonality, particularly within PLS and TWS, as well as on the margin side.

Okay. So the back half of this year guidance annualized and then from there you think growth in bill rates and bill to hours makes sense?

Rates will depend on inflation, but we would probably envision them being pretty flattish, next year off of those Q4 levels. I think Cary spoke about the depth of the MSP pipeline. Obviously, we have tailwinds within Locums as well as Language Services as well. And then the marketplace client churn could potentially be a headwind as well.

Okay. Perfect. Thank you.

One moment for our next question. Our next question comes from Tobey Sommer of Truist Securities.

Thanks. With another three months at the firm, Cary, maybe could you share a bit more with us about how you may shape the business in the portfolio as the business looks to be stabilizing towards year end?

Yes. Thank you. And I think hopefully you have gotten this sense both in terms of what we've done from a leadership standpoint, as well as areas of emphasis that we have underscored over the past couple of quarters. We look at our portfolio as being very well positioned in a period of extraordinary change with our clients and in the overall healthcare workforce ecosystem. Areas of focus for us. Number one, particularly during this period of inflection, will be on our customers and by customers it will be both on the client side and on the clinician side. On the client side, we will continue to drive towards a total talent solutions solution set for them, starting with how we help them in overall workforce planning, which is of incredibly high interest, and be able to operationalize that plan through our broad set of solutions. All of that, both in terms of how we interface with them and also what we do on our own platforms, will have increasing degrees of integration on the technology side. On the clinician side and we mentioned this in the opening comments about Passport. We continue to want to support our producers in their relationships with their clinicians in making it easy 24/7 for our clinicians to have access to a wider range of capabilities through Passport. Obviously, that has gone very well. We have over 200,000 clinicians on that app. Second big area of focus is all the efforts around one AMN, how we continue to strongly grow both organically and through M&A, but have a platform that's going to benefit from the growth that we have both organic and inorganic. It has brand component, how we operate our company more effectively, client centricity about how we approach the clients and truly wrap our entire set of solutions around them. Third big component is technology, which I think you've heard me talk about over the past two quarters. And you should expect that to continue. We are accelerating all things tech and digital, and then the last two pieces are M&A. We have grown very successfully in the past as part of our overall strategy through M&A. We expect the M&A market and opportunities to continue to accelerate as we leave the year and get into next year. And we would expect to participate in that. And then finally, all of that will be underpinned by our foundation and our culture around DEI, inclusion, attracting and retaining the best talent.

I appreciate that. I was wondering, how do you explain the rapid growth in Stratus when at a sort of foundational level, it doesn't look like the non-native English speaking population growth has been as robust? What are the factors contributing to that rapid growth in recent years as well as so far this year?

Yes, it's a good question. There's a couple of things. If you look at the overall profit pool for that, we are growing faster. And I think there's a couple of factors. One, in terms of how our clients are utilizing that service. There are some clients who are actually doing it in house beforehand. So I think there's one is it's not necessarily that we are taking share away and there's a bigger influx of a population that their primary language is not English. It's that they've been served in different ways and probably not as efficiently within the health systems in the past. And so I think this is part of a strategy of how you ensure that you are operating your workforce as effectively as possible. Second piece is we started to introduce that solution set into our MSPs. And so a very big part of AMN's value proposition is how do we put our entire solution set into our MSP relationships? Just during the course of this year, we've made progress from having an average of eight of our solutions into our top clients to having nine. And our language services are a big part of that. Final piece that I'll mention, Tobey, is we have a video solution. And what we have seen is that that solution has a value proposition that is attractive to clients. And so we think that has also been a part of our outsized growth relative to the market.

Thank you.

Thank you. One moment for our next question. Next question is from Bill Sutherland of The Benchmark Company.

Thanks. Hey, everybody. Been thinking about the Locum space. It's just been very, very strong for you and others. What do you think would be the limiting factors on growth there, and what's a reasonable kind of looking over the horizon a little bit as far as the sustainability of the growth?

So, first of all, I appreciate your question. And the Locums marketplace from a demand standpoint, as you heard me mention earlier, the demand is still at 1.5x of pre-COVID levels. I believe that that will continue to remain where it is. When you think about the demand coming in from the consumer needing care, you think about the aging population, and six out of ten with a chronic disease. And by 2034 you have people that are more over 65, then you're going to have under 17, and then also wait times to actually get into the healthcare systems or those wait times are actually going up. So I think the demand will remain pretty constant. The limiting factor will be the supply and the number of positions that we have within the marketplace to be able to deliver against that. Hence where we come in and I think play a significant role in delivering total talent solution and really thinking through, how do we help our clients to: one, have revenue generating events that help them to be able to manage their bottom line, but also to provide care for the patients that are needing that. So at this point, I think we have to think through how do we solve for that could be a very perfect storm. More people needing care with less physicians to be able to deliver against that. And I think we play a very significant role in helping with that.

And Cary, when you think about resuming M&A, are you thinking more about adding to your toolkit solutions or are you thinking more about bench increases to, for instance, in areas strong like Locums?

I would say what we look at is both. And so you should expect us to look at solutions that are going to mirror what we're seeing and anticipate to see in terms of future client needs, tech enabled solutions, language services. And what we did there is probably a great example of what we would continue to look for in the future. And then when we look at areas like what James was just talking about and where we think we have an opportunity to accelerate demand, we will always look at those areas as well. Jeff, what would you add about M&A overall?

I think the pipeline right now, I would say is we're starting to see more tech-enabled assets. That market has been pretty slow the last 18 months. So we're seeing activity pick up there as well as within James's area on the POS side, not as much in the pipeline on the Travel Nurse or Allied side.

Okay. Thanks, everybody.

Thank you. One moment for our final question here. This question is from Andre Childress of Baird.

Hey, this is Andre on from Mark Marcon. Thank you for taking our questions. So I'll just have one quick follow-up on the last comment you made with the tech-enabled assets. Can you first talk about some of the multiple revaluations you're seeing on some of those companies that are for sale, and then also additionally on capital allocation? Can you talk about maybe your appetite for further share repurchases and how you view your leverage ratio? Thanks.

Andre, let me take the first part of that, and then I'll let Jeff talk about repurchases. What we are hearing is that on some of the tech-enabled solutions, there is an expectation as we get through the year that there's a bit of an understanding that some of those assets have been revalued, since what we might have seen. So while we haven't seen a number of those assets trade over the past couple quarters. We would expect that there would be some expectations that those valuations would look more like what you've seen the broader market trade at. So our expectation is we not only see more, but we'd see valuation levels that could make it interesting. On the repurchase side, Jeff, I'll let you talk.

Yes, I would just say, Andre, obviously the balance sheet affords us a tremendous amount of flexibility right now levered at 1.5x. We did enter into the $200 million ASR this quarter. That could on an outside date, be completed as late as November or as early at the counterparties discretion sometime in the third quarter. So, again, that brought our full-year share repurchase -- in year share repurchases to $425 million. We think that's pretty close to the right number for calendar '23. And then moving into '24 and beyond, obviously, M&A would be our first priority for capital deployment. And then apps and anything compelling on the M&A front, we will look to return capital to shareholders and repurchase shares.

Great. Thank you for all the color.

Okay. Thank you for your question. Seeing no further questions at this time, I would now like to turn the conference back to Cary Grace for closing comments.

I appreciate that. I always thank our amazing AMN team members and clinicians, and I just want to leave by calling out for a special thank you to Landry and Denise in what they did to build AMN into the incredible company it is today. And a huge congratulations to Robin and Whitney on their new roles. As always, we appreciate your interest in AMN. Thank you all.