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Good day and thank you for standing by. Welcome to AMN Healthcare's Fourth Quarter and Full Year 2023 Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Randle Reece, Senior Director of Investor Relations. Please go ahead.

Good afternoon, everyone. Welcome to AMN Healthcare's fourth quarter and full year 2023 earnings call. A replay of this webcast will be available at ir.amnhealthcare.com at 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, President and Chief Executive Officer; and Jeff Knudson, Chief Financial Officer. I will now turn the call over to Cary.

Thank you, Randy. AMN Healthcare finished 2023 with a solid fourth quarter and a stabilizing outlook for the first quarter of the new year. Last year, we successfully balanced 2 objectives. We worked through the largest cyclical reset in industry history, partnering with clients to help them optimize their workforce mix to meet their strategic and financial objectives. At the same time, we positioned AMN for stronger growth in technology-centric total talent solutions for healthcare. Throughout the history of our company, AMN has excelled at innovating to support healthcare professionals and clients during changing times. And 2023 saw our team members pull together to transform AMN as clients need shifted during the pandemic. While we navigated a declining staffing market, AMN initiated a wide-ranging series of initiatives to accelerate our agility and align our value proposition with the increasing need for innovative solutions to solve significant healthcare workforce challenges. From the beginning, our strategy has been guided by 4 pillars: be the preferred partner to help healthcare organizations optimize their workforce strategy, be the preferred employer for healthcare professionals and team members, build on and digitize our unmatched portfolio of total talent solutions for healthcare and be good stewards of capital, investing prudently for the short and long term. Where at the middle of last year, we were just getting started adapting to market changes and developing our operational plan for growth. I am now pleased to report that AMN has made progress on all these objectives. We made ourselves a better partner and elevated our total talent solutions by moving to integrate our solutions, our systems and our brands going to market truly as One AMN. In addition, we restarted our sales organization to pursue growth opportunities in all segments of our market. As healthcare leaders made workforce management a top strategic priority, we developed the flexibility to deliver a comprehensive range of solutions through our technology platform. We took the best new technology and made our services more powerful, easier to use and faster to deploy. We have the breadth and depth of solutions to serve clients in any model they choose, ranging from direct staffing to vendor-neutral and master vendor MSP to recruiting solutions and workforce management technology or a hybrid of model. Our ability to broadly serve the market is enabling us to grow our sales pipeline across all service lines. Becoming more agile meant speeding up the pace of IT and operational transformation at AMN and we have completed some of the largest improvement projects in company history. These included moving 9 Nurse and Allied and 3 Physician and Leadership brands under the AMN Healthcare brand and into one AMN front door for healthcare professionals. Important milestones for getting the benefit of operating as a total talent solutions organization. Brand recognition for AMN is already testing at an all-time high and candidate traffic and applicants have outpaced expectations. This quarter we are on track to move Nurse and Allied to the new cloud version of our proprietary front-end platform. Last quarter was the debut of ShiftWise Flex, the cloud-enabled version of our industry-leading VMS software which we also have extended to a mobile app, enabling on-the-go workforce management. ShiftWise Flex has an embedded market insights and analytics dashboard available as a standard feature, addressing the critical need for actionable transparent market intelligence, this solution provides our MSP and VMS customers with daily updates on clinical labor trends and market rates, supporting informed decision-making and strategic planning. We also are deploying embedded market rate analytics that can project bill rate at the work order level as far as 90 days out. Our investment in ShiftWise Flex are being validated by the broader market reception and competitive renewals with our existing VMS relationships. We are deploying ShiftWise Flex to current clients and new MSP clients as well. And we have completed API integrations with client systems to automate work order entry, clinician onboarding and offboarding, timekeeping and invoicing. These changes at AMN have strengthened our ability to serve healthcare professionals. One AMN branding is an important element of how we support an increasing number of workers through our industry-leading AMN Passport mobile app. Passport has expanded from its start in nursing to encompass allied and soon, physicians and advanced practices. AMN Passport now features AI-driven enhancements to our proprietary matching algorithm. Clinicians receive opportunities that best match their skills and preferences and they can book for themselves, further personalizing and optimizing their Passport experience. AMN Passport has become an important tool for engaging the workforce, enabling self-service and giving professionals an always-on connection to AMN. Our development work is making it easier for professionals to find the career options they want and manage not just their assignments but their careers. AMN Passport and ShiftWise Flex are also central to our powerful solutions that enables clients to manage internal resource pools, internal agencies and direct sourcing. Passport's acclaimed clinician experience is essential for clients to attract the best people at the best cost in less time. Our change initiatives also have provided exciting opportunities for our corporate team members. We have automated labor-intensive tasks and enabled around-the-clock credentialing, bringing our team members to be more productive and focus on higher-impact activities such as time with clients and clinicians. Our team received the valuable experience of working with the latest technology. And our entire go-to-market has been reshaped to be more customer-friendly and efficient which will empower our team members to make even a bigger difference in the continuum of care. As proof points, our team member engagement scores last year ranked at the top of our industry and above the Gallup benchmark for best practice organization. We improved team member retention. Becker's named AMN one of the best healthcare places to work and we are recognized by numerous organizations for our strong culture of inclusion and diversity. Along with what I have noted, we have reinforced our total talent solutions in other ways. Our One AMN brand consolidation is only part of the heavy lifting that we have done to integrate the sales and delivery of our solutions, simplifying and speeding service to new and existing clients. On the front end, we have built on our 39 years of experience to provide advisory services under the leadership of Chief Business Officer, Meredith Lapointe; and Chief Growth Officer, Pat McCall. In last quarter, we acquired MSDR to expand our scale and diversification in locum tenens. This acquisition was our first major deal since 2020 and a large part of the investments we made last year. AMN generated $372 million of operating cash flow in 2023, enabling us to invest a record high $104 million in capital expenditures. We also used our strong balance sheet to repurchase $425 million of our stock which we continue to view as an attractive investment opportunity. Early in 2024, we see a mixed picture in our market. Our Allied Staffing business expects sequential revenue growth in the first quarter. Interim leadership and search show signs of stabilization and a sense of reaching the bottom. Our sales pipeline continues to both grow and progress and recent new client wins in staffing include the largest win we have seen since 2019. In the direct and third-party staffing market, we have early signs that our technology and process changes are making us more competitive across the entirety of the market. We continue to expect organic growth in a solid market for locum tenens. And with our recent acquisition of MSDR, our annualized revenue run rate in locums is now more than $600 million. Language services continues to be one of our strongest growing businesses with its strongest pipeline of prospects. Offsetting these positives, our Q1 guidance assumes slightly lower Nurse and Allied segment revenue than fourth quarter levels. First quarter guidance assumes 0 labor disruption revenue and the typical cancellations of some winter needs orders happened earlier in the quarter than usual. The overall labor backdrop is favorable and this year's 30% increase in ACA marketplace enrollment indicates that the insured population is growing which we expect will fuel demand utilization. We are encouraged by the green shoots we see from our total market growth strategy and are pleased with our accelerated progress. Our strategy will unfold over multiple years and we expect our initiatives to have an increasingly positive impact on our business later in 2024 and beyond. Now, I'll turn the call over to Jeff who will review our latest financial results and outlook.

Thank you, Cary and good afternoon, everyone. Fourth quarter revenue was $818 million which included a $13 million contribution from the November end acquisition of MSDR. Organic revenue was towards the upper end of our guidance range. Consolidated revenue was down 27% from the fourth quarter of 2022. Sequentially, revenue was lower by 4% and organic revenue was down 6%. The sequential decrease was driven mainly by the expected lower bill rates, volume and hours worked in the Nurse and Allied segment and VMS business. Gross margin for the quarter was 31.9%, slightly below our guidance range, primarily due to lower bill pay spreads in the Nurse and Allied business and less VMS revenue. Compared with the prior year period, gross margin was down 140 basis points. Sequentially, gross margin decreased 200 basis points, primarily due to lower Nurse and Allied margin and an unfavorable revenue mix shift in Technology and Workforce Solutions. Consolidated SG&A expenses were $185 million or 22.7% of revenue compared with $219 million or 19.5% of revenue in the prior year period and $163 million or 19.1% of revenue in the previous quarter. The decrease in SG&A expenses year-over-year was primarily due to lower employee expenses driven by lower business volumes, along with lower bad debt reserve. Sequentially, increased acquisition, integration and other costs and SG&A for MSDR led to the increase in SG&A expenses. Adjusted SG&A which excludes acquisition, integration and other costs and stock-based compensation expense was $159 million in the fourth quarter or 19.4% of revenue compared with $202 million or 17.9% of revenue in the prior year period and $157 million or 18.4% of revenue in the previous quarter. In the fourth quarter, Nurse and Allied revenue was $538 million, down 35% from a year ago. Sequentially, segment revenue was down 6%, driven by lower bill rates, volume and hours worked. Average bill rate was down 12% year-over-year and down 3% sequentially, in line with our expectations and an improvement from the 7% sequential decline we experienced in both Q2 and Q3. Year-over-year, volume was down 22% and average hours worked were 4% lower. Sequentially, both volume and average hours worked ticked down 1%. Travel Nurse revenue in the fourth quarter was $353 million, a decrease of 40% from the prior year period and 8% from the prior quarter. Allied revenue in the quarter was $164 million, down 16% year-over-year and 2% sequentially. Nurse and Allied gross margin during the fourth quarter was 25.5% which decreased 110 basis points from the prior year period and 200 basis points sequentially. The decrease in gross margin was primarily due to lower bill pay spread and lower hours worked. Third quarter gross margin had been unusually high due to some benefits that did not recur which mainly included a release of a workers' compensation reserve. Segment operating margin of 11.7% decreased 100 basis points year-over-year due to less revenue and lower gross margin. Sequentially, operating margin decreased 280 basis points. Moving to the Physician and Leadership Solutions segment. Fourth quarter revenue of $168 million was flat year-over-year as organic growth in locum tenens and the addition of MSDR were offset by decreases in interim leadership and search. Sequentially, revenue was up 5% due to MSDR, partially offset by lower revenue from organic locum tenens, interim and search. Locum tenens revenue in the quarter was $123 million, including $13 million from MSDR. Excluding MSDR, revenue increased 7% year-over-year. Slightly lower volume in the organic business was more than offset by an increase in bill rates. Sequentially, organic revenue was down 2%, mainly due to lower volume driven by seasonality. Interim leadership revenue of $29 million decreased 35% from the prior year and 5% from the prior quarter. Search revenue of $15 million was down 20% year-over-year and down 6% sequentially. Interim and search revenue were down year-over-year, primarily driven by lower demand. Gross margin for the Physician and Leadership Solutions segment was 33.3%, down 170 basis points year-over-year and in line with the 33.4% gross margin generated in the third quarter. The year-over-year decline was mainly due to the revenue mix shift within the segment and a specialty mix change in locum tenens. Segment operating margin was 13% which decreased 370 basis points year-over-year comparing against an unusually high profit margin in the fourth quarter of 2022 of 16.7% compared with 13.2% for the full year 2022. Sequentially, operating margin decreased 50 basis points due to the revenue mix shift towards locum tenens. Technology and Workforce Solutions revenue for the fourth quarter was $113 million, down 16% year-over-year and 7% sequentially. Language services revenue of $68 million increased 18% year-over-year and 3% sequentially. VMS revenue for the quarter was $31 million, a decrease of 45% year-over-year and 20% sequentially. Segment gross margin was 60.5%, down from 73.3% in the prior year period, primarily attributable to lower VMS and RPO revenue and lower gross margin in language services. Sequentially, gross margin fell 450 basis points, mainly driven by a revenue mix shift within the business segment. Segment operating margin in the fourth quarter was 36.8% compared with 50.2% in the prior year and 42.1% in the prior quarter as the business mix shifted toward language services. Fourth quarter consolidated adjusted EBITDA was $104 million, a decrease of 40% year-over-year and 22% sequentially. Adjusted EBITDA margin for the quarter of 12.7% was at the midpoint of the guidance range. Year-over-year adjusted EBITDA margin was down 280 basis points and sequentially was down 300 basis points. The decrease in EBITDA margin year-over-year was primarily due to lower gross margin and less operating leverage. Fourth quarter net income was $12.5 million, down 85% year-over-year and 77% sequentially. Fourth quarter GAAP diluted earnings per share was $0.33 in the quarter. Adjusted earnings per share for the quarter was $1.32 compared with $2.48 in the prior year period and $1.97 in the prior quarter. Days sales outstanding, excluding MSDR, was 66, 5 days higher than the prior quarter and 11 days higher than the prior year, primarily due to billing delays related to a back-office system conversion. We expect DSO to return to historical levels as we progress through 2024. Operating cash flow for the fourth quarter was a use of $41 million, driven by the timing of cash collections and $67 million of deferred income tax payments. Capital expenditures for the quarter were $30 million. As of December 31, we had cash and equivalents of $33 million, long-term debt of $1.3 billion, including a $460 million draw on our revolving line of credit and a net leverage ratio of 2.2x to 1x. Recapping financial highlights for the full year 2023, we reported revenue of $3.8 billion, a year-over-year decrease of 28%. Gross margin for the year was 33%, an increase of 30 basis points. Adjusted EBITDA was $579 million, a decrease of 32% from the prior year. Full year adjusted EBITDA margin of 15.3%, was 80 basis points lower year-over-year. Net income of $211 million decreased 53% compared with 2022. For 2023, GAAP EPS was $5.36 and adjusted EPS was $8.21 compared with GAAP EPS of $9.90 and adjusted EPS of $11.90 in 2022. Full year cash flow from operations was $372 million and capital expenditures totaled $104 million. Moving to first quarter 2024 guidance. We project consolidated revenue to be in the range of $810 million to $830 million, down 26% to 28% from the prior year period. Gross margin is projected to be between 31% and 31.5%, Reported SG&A expenses are projected to be 21% to 21.5% of revenue. Operating margin is expected to be 4.2% to 4.9% and adjusted EBITDA margin is expected to be 11.2% to 11.7%. Average diluted shares outstanding are projected to be approximately 38.2 million. Additional first quarter guidance details can be found in today's earnings release. And now operator, please open the call for questions.

[Operator Instructions] Our first question comes from the line of Trevor Romeo with William Blair.

One I had just on the supply of Nurse and Allied professionals and kind of the overall population there. I think last quarter you might have mentioned AMN's applications for Nurse and Allied roles are somewhere around 30% to 50% above pre-pandemic levels or something like that. So I had a 2-part question related to that. One, I guess, are you still seeing that interest and willingness to take travel assignments well above pre-pandemic levels? And then two, are your clients receptive to a structurally larger contingent contract population as a percentage of their overall workforce? Or would they like that percentage to come kind of all the way back down to where it was pre-pandemic.

Trevor, thanks for the question. Let me give a little bit of context where clients are and a bit about how they're thinking about their workforce. And then I'll touch a bit on what we're seeing in supply in our different businesses. First off and I think this has been widely documented, particularly over the past quarter. Workforce issues remain, if not the top priority for CEOs and C-suite of healthcare organizations. It's among the top priorities. And so we're seeing the focus on workforce manifest itself in kind of 2 ways. One is how do I continue to focus on expense management, that's an overall comment and workforce is a part of it. And then the second part of that is how do I ensure I have the right workforce to be able to serve what they see as increased demand utilization in the coming years. Once you get past those macro conditions, what we see from clients, it really varies client to client with what their mix looks like overall. I'd say as a broad comment, you saw a tremendous reset in 2023, coming off of all-time highs of using contingent labor. And so a lot of the progress of stabilizing, you really saw it play through in 2023. There are a number of organizations over the past couple of weeks who have talked about being at or close to their target from a contingent standpoint. We also have some systems and some clients who still have some work to go. So I think that where clients are, are very client specific. In terms of overall supply, if we look at, I'd say, Nurse and Allied and there might be some allied specialties where we do see more demand than you have supply but generally speaking, the focus is more on how do you think about increasing demand. If you get into our locums business, you have a lot of demand out there and we continue to think that will be the case in 2024. And so we're very focused on how we continue to increase our supply which the MSDR acquisition was a big part of that. And then if you go into our TWS segment, you typically see VMS follows suit with our Nurse and Allied segment. And if you look at Language services, we continue to see demand, very healthy demand in that space. And so again, our focus is on how do we continue to have the supply to meet that healthy demand.

That was really helpful. And then maybe 1 for Jeff, I guess. It'd be great to get a sense for your bill rate and TOA volume assumptions for the Nurse and Allied segment, I guess, in Q1 and then anything preliminary you have for the rest of 2024. And then as we kind of think about seasonality for the rest of the year, does it feel like the typical seasonality should be coming back to the business in the coming quarters? Or should we still be building an additional room for normalization?

So Trevor, in the first quarter, bill rates will be flat over Q4 levels. And so any change in the Nurse and Allied revenue will be driven by volume. So the implied guidance for Nurse and Allied is that it will be down 1% to 4% sequentially and that will entirely be driven by TOA. As we look forward, the demand trends that we're seeing currently, demand is down in the low 20% range from Q4 levels within Travel Nurse. Allied demand remains healthy. It's still above 2x from 2019 levels. And on the seasonality point, historically, Nurse and Allied revenue, excluding any impact from labor disruption or acquisitions would be down mid- to high single digits sequentially, Q2 over Q1, with an average of right around 6%. Just given with where demand trends sit right now, we would expect that Nurse and Allied revenue would be down high single digits in the second quarter off of the midpoint of our Q1 guide which would be at the high end of that range. And that would be driven more by volume than bill rate, about 2/3 to 1/3 split there.

Our next question comes from the line of A.J. Rice with UBS.

First off, generally speaking, when you gave your guidance for the quarter ahead, you've got pretty good visibility on it. And I know this time, gross margin dropped even normalizing for the unusual item in the third quarter, about 170 basis points. And you had -- guys had guided for 100, I think, decline, 100 basis points in the fourth quarter. I think you singled out pressure in VMS as well as the bill pay spread tightening. I wondered, I assume some of that was already forecast. Where was the surprise that ended up it being worse than you thought as it played out in the quarter?

I would say, A.J., it was predominantly within Travel Nurse and really on the winter needs orders and the bill pay spread that we took there to drive a higher internal capture on those winter needs orders.

On the comments around bill pay spread and thinking about that into '24, is it the competitive dynamics that are driving the tightening? Are you trying to cushion the impact of -- for nurses to keep them -- taking additional assignments? Would -- give us a little more about what you're seeing in bill pay spread and how quickly that might start to recover.

Yes. I think a quarter ago, A.J., we had talked about that there's typically a two quarter or so lag in between where bill rates settle out and clinician compensation expectations. As we move into the first quarter of this year, the expectation is that Nurse and Allied gross margins will be flat over Q4 levels. Underlying that, there is some improvement in the bill pay spread but that will be masked by the revenue mix issue with our international nurse business trending down sequentially with the impact of visa retrogression. And we would expect that to continue throughout the year where the bill pay spread will modestly improve as we move through the year. But the impact from visa retrogression will increase and neutralize that.

And maybe one last one to ask about the VMS conversion, the ShiftWise upgrade or change. Is that -- sounds like that's affecting the volume of the business that you're doing in VMS as well as the DSOs. For example, is the DSO impaired? The receivables impaired? Or is that just a delay in collection that you'll hope to hopefully recover quickly once the system integration or upgrade is completely done? And similarly, some of the pressure you're seeing in VMS, is that because of this transition and you'll see it revert or is it other dynamics of what's happening in the business that are putting pressure there?

Yes, A.J., so the ShiftWise Classic to ShiftWise Flex, that has nothing to do with the DSO. That was from an ERP implementation in the third quarter of last year and we're just working through some back-office delays that have led to billing and then also unapplied cash spiked up post the implementation which made it harder, quite honestly, to collect receivables. So that has nothing to do with ShiftWise Flex and ShiftWise Flex also isn't impacting any volumes within the VMS business. There's only a handful of clients right now that have transitioned onto Flex.

A.J., what I would add to that is what we're seeing as we have announced ShiftWise Flex in the market is that it's being very well received. And we've started the implementation with clients. We actually implemented our largest client this week. And so the ShiftWise Flex implementation is going well.

Our next question comes from the line of Kevin Fischbeck with Bank of America.

I wanted to ask about the -- it sounds like you signed a large customer in the quarter. How do we think about the timing of when that contract starts? And as an MSP contract, I guess in the past, you've talked about how if you were to lose an MSP contract, you would still be servicing most of that business because the incumbent would still be relying on you to provide that. I guess, how long should we think about an MSP contract win to ramp as you start to replace the incumbent vendor within that?

Yes. So typically, you would see that take a couple of quarters to start seeing the impact of it. So you should expect that those wins would affect more the back half of 2024. We have a lot of initiatives going on to continue to do process improvement around speed but expect that, that's more of a back half phenomena.

Can you give any color, maybe even related to that contract specifically or just broadly, I guess, somewhat if -- a large customer decided to change, what were they looking to change? How did you fit in and solve that? And then, I guess, maybe just a broader comment on kind of -- it sounds there are a lot of contracts for renewal which I guess also means things to defend. So like maybe any commentary on win rate, retention rates as well.

Yes. Let me give you first where we are on renewals. So if going into 2023, we had effectively 3 years of renewals that were taking place in 2023. So clients that normally would go through an RFP cycle in 2021 and 2022, during COVID, really pushed those into 2023. So if we typically have in any given year because clients typically have a 3- to 5-year RFP cycle, we would be defending, call it, 20% to about 1/3 of our book. Last year, in 2023, we were beyond the high end of that range because of the 3-year build-up. If you look into 2024, as we start the year on renewals, we are at the lower end of that range, including 2 RFP processes from last year that came in. So as we start this year, that looked very different than it did last year. So that's comment one on renewals. If we look at from a growth standpoint on our sales pipeline, we have continued to see as we have restarted sales really in the second quarter of last year a continuation like-for-like of the build of our overall sales pipeline. And we've also seen that sales pipeline progress. We talked about the wins in my opening comments. So we're seeing progression both in continuing to build our sales pipeline and continuing to convert that down into wins. Kevin, on your question about what would be typical for a large client in terms of how we serve this -- insert them. It really depends on where their starting point is and where they want to go. Our strategy is we want to be their preferred provider no matter what model they want. We ideally want our VMS technology in as the baseline because once they have our VMS technology in, they can go MSP, they can go do MSP, they can go vendor neutral, they can go direct without having to shift any technology. And so if a client starting from MSP and is on our VMS and going to vendor neutral, we still typically would both serve their technology needs and we would be a supplier. If a client starting from vendor neutral and going to MSP, we would take a more active role in supplying them. So it really depends on what their starting point and their ending point is.

That's helpful. And I guess maybe because the market still is normalizing to some degree, it's hard to tell exactly what's going on from the outside looking in. I guess as you think about what happened in Q4 and your guidance for Q1, would you say that what you can tell that you are growing in line with the industry? That you're gaining share within the industry? Or that you're losing share within the industry in those expectations?

Yes. What I would say, overall, it's hard to get industry benchmarks, particularly in any given quarter and especially because we have a different business mix because of the breadth of our solutions than others may have. I think what you saw is, given our focus on MSP clients during COVID -- during the COVID years on a relative basis, while we grew overall, we lost some relative positioning in the industry. And if you look at particularly as we left 2023 and go into 2024, as we positioned ourselves against the entire market again, MSPs, vendor-neutral, direct, we're getting momentum across the entire market that we didn't have for parts of COVID.

And then maybe just last question. The commentary about the Q2 seasonality being a little bit higher than normal and I think it's a 2/3 volume, 1/3 bill rate. Is that breakout of this Q2 seasonality similar to the normal breakout? Is it normally 2/3 volume, 1/3 bill rate from Q1 to Q2? Or just -- order of magnitude little bit higher for both? Or is one of them more of a really the driver of that moving from the mid-single digit to the high single-digit seasonality?

Yes. Q2 over Q1, we would typically see a low single-digit bill rate decline just as the higher bill rate winter needs orders roll off in to the second quarter. So maybe in totality it's a little more slanted to the volume side this quarter than it has been historically, Kevin.

Our next question comes from the line of Tobey Sommer from Truist Securities.

You called out a heavy CapEx year last year. I was wondering, as a percent of sales, would you expect that to trend lower in coming years? And maybe could you characterize what aspects of your tech development and new products and solutions that have resulted, you think, are ahead of the market, best-in-class? You referenced many but kind of wondering what the top of the list is.

So number one and we can give more details around -- let me try philosophically and strategically give you a breakdown of how we're spending the CapEx. One is you should expect to continue to see us spend as a percentage of revenue on CapEx, maybe not quite as high as this year but directionally in that range. And if you look at where we spent the dollars in 2023, think about it roughly as about half of that was around how we continue to ensure that our solutions, including our client-facing solutions, our clinician-facing solutions, our innovative and supporting our clients in what they need to rebuild their workforces sustainably. You saw big spend last year in ShiftWise Flex which we talked about. We've also talked quite a bit about Passport. And a lot of our efforts around our solutions, Tobey, were around us getting speed and agility. One of the things that has accelerated over the past 5 years is not just how you are matching supply and demand but the speed that you are matching that supply and demand. And so we have, both on a tech standpoint and from an operational standpoint, have huge milestones around our speed. That's important in all markets but it's particularly important in serving the direct and VMS market. The rest of the CapEx spend, think about it as Jeff mentioned, some of the big projects that we were doing around ERP and how we make our organization more efficient.

And I would just say, Tobey, in totality, the CapEx should be down about $20 million roughly year-over-year this year with just some of those larger projects rolling off and not carrying over into '24.

I was wondering if you -- with the lens -- looking to the lens of the last few years, talk to us about the fill rates in your MSP business and if they've -- if that has flexed as demand has fallen and sort of been theoretical for a number of years. And maybe, if you could give us some numbers about where that fill rate and direct fill sits currently.

If you go back and look at what you typically see as you get demand kind of going up and going down, is that in lower demand environment, you would typically see internal capture in your MSPs go up. As you get higher demand environments, you would see that internal capture typically go down. And so if you go back into some of our internal capture rates in our MSPs during COVID, you saw that phenomenon where -- as you just got this big spike in demand, we were obviously filling for our clients. But we also had a number of other suppliers who took accelerated roles in that. During 2023, if we look at Q4, year-over-year Q4, our internal fill rate for MSPs went up 450 basis points. So we have seen as demand has gone down, we've seen our internal capture go up. And we would expect that to continue in 2024. We're not expecting as we plan for 2024 for -- in the nurse space for there to be any really significant increase in demand, we do think that all the efforts that we are doing to position ourselves across the broader market, MSPs, VMS, direct, we will have more opportunities to fill in a bigger demand environment.

Our next question comes from the line of Brian Tanquilut with Jefferies.

This is [indiscernible] in for Brian. Looking at Q1 guidance, it looks like revenue is expected to be roughly flat to possibly slightly down sequentially. And given the usual impact of payroll tax increases in Q1, should we expect a sequential decline in EBITDA in Q1?

Yes. There is a sequential decline in EBITDA dollars and in EBITDA margin in the first quarter. That's partially driven by payroll tax. But also, gross margin will be down about 60 basis points Q1 over Q4, primarily driven by mix within the PLS and TWS segments. And then we had talked about last quarter that there would be a $5 million to $6 million SG&A dollar headwind per quarter in 2024 compared to the Q4 run rate as variable compensation plans reset with the calendar year in Q1.

And also, just given the increased reporting of utilization across the various health systems, can you provide some color on what you're seeing in terms of further volumes given your current vision into the next couple of quarters? And also, could you just shed some more light on the cadence of top line growth in EBITDA for this year? Should it mimic pre-COVID patterns or not?

Yes. So we had talked a little earlier that currently the travel nurse orders are down in the low 20% range from where they sat in Q4. I think we touched on the Q2 seasonality that we were expecting. And then typically, Q3 revenue would be flattish over Q2 and then we would see an uptick in the fourth quarter with the winter needs orders. I think there are a number of tailwinds in the back half predominantly as it relates to the new client wins as well as potential to increase our internal capture that Cary just talked about. But then the headwinds that we would face would be where current demand trends go with our clients as well as the renewal activity that we have to work through on the MSP client side.

Our next question comes from the line of Mark Marcon with Baird.

Most of my questions have been asked. But one, I was -- Cary, I was wondering if you could elaborate a little bit. You mentioned earlier that some of the clients, some of the large hospital systems have basically taken down their contract nursing staff down to optimized levels or appropriate levels for the current census that they have. But others are still kind of working down. Can you give us an approximate dimension in terms of like -- is it half of the hospital systems that you work with are down to ideal levels? Or a third? Or how should we think about that? Just trying to understand further pressure points that we might see and when we truly get stabilization in that base level.

Yes. I mean, here's how I frame it up. If you look at where we started 2023 versus where we're starting 2024 in aggregate. And obviously, you can see it in our numbers and other's numbers, particularly on the nursing side. Clients made significant progress. And it was -- again, it was them getting contingent back into more normalized rate. And at the same time, you saw really aggressive permanent hiring. So that was really the story for 2023. If you go back, Mark and look at how you would categorize different clients, what we have typically seen is some of the larger and most complex clients is they moved really fast. You see some clients who have been -- were focused on 2023 but didn't move quite as fast. So I can't think of a client that didn't make progress in 2023, at least our clients. And again, a number of them are at their target and we still have work to do. It would be hard to quantify because the other dimension is we focus a lot around the demand piece but this is the labor market. And there's a supply dimension as well and so there is still a significant portion, a healthy portion of nurses and doctors who want to work in a more flexible environment. And so it's how they balance this management of spend with also ensuring that they are getting access to 100% of the available market.

And then, what are the expectations for MSDR to contribute in Q1 and then over the balance of the year?

Yes. Mark, so we had said MSDR did $13 million in the last month of 2023. You can think about the Q1 expectations in line with that run rate. And then we would expect sequential growth in the second to third quarter from MSDR.

And then in terms of the consolidation with regards to the brand names, it sounds like that's gone really well. It sounds like you're basically not seeing any sort of drop-off in terms of the supply channel. Wondering if you've got any other additional comments with regards to it. And at some point would we end up seeing some incremental savings from that consolidation?

Yes. So it has gone very well and that took a lot of planning and preparation from our team. The couple of things that I would focus on, Mark, in terms of -- when we talk about the brand consolidation, there are several elements to it. So one is the obvious around the logo. That's where we get a lot of the all-time highs around awareness of our brands, both on an aided and unaided basis. But importantly, it's about -- we now have, between our Internet and other front doors, including increasingly our clinicians at Passport, one way for clinicians to come in and find all the opportunities professionally that they are potentially interested in. So we see it as an opportunity frankly, more from a revenue standpoint, for us to be able to engage clinicians much more holistically throughout the entirety of their professional careers with the range of different options that we have for them, whether some of those are shorter-term assignments or longer-term and permanent assignments. Where you would see some efficiency from a spend standpoint is it will be more efficient for us going forward to be able to continue to increase and get brand awareness when we don't have to support 2 handfuls of brands but we're supporting in a more meaningful and substantive way the AMN Healthcare brand.

And then, the last question. Locums was a bright spot. It sounds like demand for you has picked up. Are you seeing that across the industry? And if so, what would you attribute that to? What's changed over the last year that would lead to that pickup in demand?

We continue to see and we expect locums to have continued strong demand in 2024. And that's really more of an industry phenomenon than just an AMN phenomenon. What we have seen is systems really looking at how are they going to meet the increases in utilization that they are experiencing. And so particularly, as you think about the very well-publicized constraints on physician shortages, it is a drag on revenue and ability to serve patients when you don't have the right physician support. And so that really is driving a lot of the demand that we're seeing in our portfolio.

That's great. Could we see some bill rate increases there?

Yes. Mark, when we look over the course of last year, most of the year-over-year increases within locums were driven by the rate side more so than volumes.

Our next question comes from the line of Jeff Silber with BMO Capital Markets.

I know it's late. I'll just ask one. Cary, you've been in your role a little over a year. And obviously we all understand this is a really tough year for this business. But if you knew what you know now, what would you have done differently in 2023? And how does that impact your strategy going forward?

Jeff, thanks for the question. And as we were writing the 2023 press release, I did reflect on -- I started AMN and 2023 also started at the very beginning of the single biggest historical cyclical reset in the industry. And so as I think about what we were doing, we were doing 2 things simultaneously. We were helping our customers, our team members, our company successfully navigate that unprecedented reset. And we very quickly also started to ensure that we were putting in place a series of transformational initiatives that were going to enable our company to be able to more fully participate against the entirety of our market opportunity, frankly, both as we went through the tail end of the reset but certainly as we came out of the reset. If I go back and look at the things that we focused on and I'll underscore the things that I think we did extraordinarily well in a very tough year, we got focused on clients and our go-to-market strategy incredibly quickly. As I came into this role, that was actually the first thing I did. And we turned back on sales full force. We realigned how we think about our clients and we have a team now that is completely responsible for selling the breadth of our solutions. We started a series of One AMN transformation initiatives. We just talked about the brand, the brand experience, One but we also engaged in a series of transformative technology and operational initiatives that really, we're already starting to see make a very big difference in our business. And then, we spent a lot of time ensuring that we had financial discipline that match the reset that we were going through. So we took early actions around expenses to make sure that we were coming down as the market was coming down. And we also made some very strategic capital investments, both in our systems but also in MSDR and growing parts of the market and bought back $425 million in shares. So I am very pleased with what we did both in getting through the reset and positioning ourselves more strongly for 2024 and 2025.

Our next question comes from the line of William Sutherland with The Benchmark Company.

You can call me, Bill. And I have just down to 2 questions. I was wondering on the fill rate trend as you look at the most recent orders, do you feel like we've got into an equilibrium here where the fill rates are going to go in the right direction? Or are they at a decent level already?

On the bill rates, Bill?

The fill rate.

So I mean, Cary mentioned earlier that on internal capture we had moved that 450 basis points throughout the course of 2023. And I think we'll continue to make progress on that as we move through this year. But as we onboard and ramp up some of those new client wins in the back half, that will be a drag initially as it will take those time to ramps like book of business internal capture rates. But we should see some progress in the first half.

Yes, I heard the MSP commentary. I was thinking actually about just your regular book of business. How the fill rate is going with just regular orders in Nurse and Allied?

Overall, so that's internal capture. Overall in the fill rates, we're generally back in line with pre-COVID trends.

There you are. Okay. So there is -- I mean, I kind of consider that the metric for equilibrium in the market. And then the last one, Jeff, I was actually thinking about capital deployment since you were so active last quarter. And beyond just the CapEx plans, how would you sort of prioritize employment, whether there's any significant M&A being considered? Or you'd rather lean in on the share repurchase side?

Yes. I think in the near term, right now, with the MSDR acquisition, we're certainly focused on that integration. Leverage is at 2.2x as we end the year and in the near term excess free cash flow will probably be deployed towards debt repayment.

I'm currently showing no further questions at this time. I'd like to turn the call back over to Ms. Cary Grace for closing remarks.

Thank you for listening to our earnings call and your continued interest in the important work our company is doing in the healthcare workforce. I want to say a special thank you to our AMN team members and our healthcare providers. 2023 required great resilience as we navigated both the biggest industry reset while working to position our organization strongly against our total market opportunity. We look forward to talking to you next quarter.