AMN Healthcare Services Inc.

02/20/2026 | Press release | Distributed by Public on 02/20/2026 05:01

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion in conjunction with our consolidated financial statements and the notes thereto and other financial information included elsewhere in this Annual Report on Form 10-K. Certain statements in this "Management's Discussion and Analysis ("MD&A") of Financial Condition and Results of Operations" are "forward-looking statements." See "Special Note Regarding Forward-Looking Statements" under Item 1, "Business." We intend this MD&A section to provide you with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. The following sections comprise this MD&A:
Overview of Our Business
Operating Metrics
Recent Trends
Results of Operations
Liquidity and Capital Resources
Critical Accounting Policies and Estimates
Recent Accounting Pronouncements
Overview of Our Business
We provide technology-enabled healthcare workforce solutions and staffing services to healthcare organizations across the nation. The Company provides access to a comprehensive network of healthcare professionals through its recruitment strategies and breadth of career opportunities. We help providers optimize their workforce to reduce complexity and increase efficiency. Our total talent solutions include vendor neutral and managed services programs ("MSP"), clinical and interim healthcare leaders, temporary staffing, permanent placement, executive search, vendor management systems ("VMS"), recruitment process outsourcing, language services, revenue cycle solutions, labor disruption and other services. Clients include acute-care hospitals, community health centers and clinics, physician practice groups, retail and urgent care centers, home health facilities, schools and many other healthcare settings.
Through our nurse and allied solutions segment, we provide hospitals, other healthcare facilities, and schools with a comprehensive set of staffing solutions, including direct, vendor neutral, and managed services solutions in which we manage and staff all the temporary and permanent nursing and allied staffing needs, as well as the revenue cycle management needs, of a client. A majority of our placements in this segment are under our managed services solution.
Through our physician and leadership solutions segment, we place physicians of all specialties, as well as dentists and advanced practice providers, with clients on a temporary basis, generally as independent contractors. We also recruit physicians and healthcare leaders and executives for permanent placement and place interim leaders and executives across all healthcare settings. The interim healthcare leaders and executives we place are typically placed on contracts with assignment lengths ranging from a few days to one year.
Through our technology and workforce solutions segment, we provide hospitals and other healthcare facilities with a range of workforce solutions, including: (1) language services, (2) software-as-a-service ("SaaS")-based VMS technologies through which our clients can self-manage the procurement of contingent clinical labor and their internal float pool, (3) workforce optimization services that include advisory, planning, and analytics, and (4) recruitment process outsourcing services in which we recruit, hire and/or onboard permanent clinical and nonclinical positions on behalf of our clients.
For the year ended December 31, 2025, we recorded revenue of $2,730.4 million, as compared to $2,983.8 million for 2024. We recorded net loss of $(95.7) million for 2025, as compared to $(147.0) million for 2024. Nurse and allied solutions segment revenue comprised 60% and 61% of total consolidated revenue for the years ended December 31, 2025 and 2024, respectively. Physician and leadership solutions segment revenue comprised 26% and 24% of total consolidated revenue for the years ended December 31, 2025 and 2024, respectively. Technology and workforce solutions segment revenue comprised 14% and 15% of total consolidated revenue for the years ended December 31, 2025 and 2024, respectively. For a description of the services we provide under each of our business segments, please see, "Item 1. Business-Our Services."
We believe we are recognized as a market-leading innovator in providing healthcare talent solutions in the United States. We seek to advance our position through a number of strategies that focus on market penetration, expansion of our talent solutions, increasing operational efficiency and scalability and increasing our supply of qualified healthcare professionals. Our market growth strategy continues to focus on broadening and investing, both organically and through strategic acquisitions, in
service and technology offerings beyond our traditional temporary staffing and permanent placement services, to include more strategic and recurring revenue sources from innovative talent solutions offerings such as MSP, VMS, workforce optimization service, and other technology-enabled services. We also seek strategic opportunities to expand into complementary service offerings to our staffing businesses that leverage our core capabilities of recruiting and credentialing healthcare professionals.
Operationally, our strategic initiatives focus on investing in digitizing and further developing our processes and systems to achieve market leading efficiency and scalability, which we believe will provide operating leverage as our revenue grows. From a healthcare professional supply perspective, we continue to invest in new candidate recruitment and engagement initiatives and technologies to retain and grow our network of qualified healthcare professionals.
Over the last several years, we have worked to execute on our management strategies and intend to continue to do so in the future. As part of our long-term growth strategy to add value for our clients, healthcare professionals, and stockholders, we acquired MSI Systems Corp. and DrWanted.com LLC (together "MSDR") on November 30, 2023. See additional information in "Item 8. Financial Statements and Supplementary Data-Notes to Consolidated Financial Statements-Note (2), Acquisitions."
On July 1, 2025, we completed the sale of our Smart Square healthcare scheduling software. See additional information in "Item 8. Financial Statements and Supplementary Data-Notes to Consolidated Financial Statements-Note (3), Sale of Disposal Group."
We typically experience modest seasonal fluctuations during our fiscal year and they tend to vary among our business segments. These fluctuations can vary slightly in intensity from year to year. Over the past five years, these quarterly fluctuations have been muted in our consolidated results.
In states where healthcare professionals have union representation, clients value the Company's ability to support them through labor disruption events. Strategic clients expect the Company to support them as part of the building long-term, mutually beneficial partnerships. Even if somewhat recurrent over the long term, labor disruption events are unpredictable and have driven spikes in demand and related financial outcomes when they happen.
Operating Metrics
In addition to our consolidated and segment financial results, we monitor the following key metrics to help us evaluate our results of operations and financial condition and make strategic decisions. We believe this information is useful in understanding our operational performance and trends affecting our businesses.
Average travelers on assignment represents the average number of nurse and allied healthcare professionals on assignment during the period, which is used by management as a measure of volume in our nurse and allied solutions segment;
Bill rates represent the hourly straight-time rates that we bill to clients, which are an indicator of labor market trends and costs within our nurse and allied solutions segment;
Billable hours represent the number of hours worked by our healthcare professionals that we are able to bill on client engagements, which are used by management as a measure of volume in our nurse and allied solutions segment;
Days filled is calculated by dividing total locum tenens hours filled during the period by eight hours, which is used by management as a measure of volume in our locum tenens business within our physician and leadership solutions segment;
Revenue per day filled is calculated by dividing revenue of our locum tenens business by days filled for the period, which is an indicator of labor market trends and costs in our locum tenens business within our physician and leadership solutions segment; and
Minutes represent the time-based utilization of interpretation services that we are able to bill our clients, which are used by management as a measure of volume in our language services business within our technology and workforce solutions segment.
Recent Trends
Demand across most of our businesses in the first quarter of 2025 was healthy with travel nurse showing a strong year-over-year increase. During the second quarter, uncertainty about government policy impacts appeared to place the healthcare sector in a more conservative stance with demand declining compared to the first quarter. In the third quarter, demand increased over the second quarter with our nurse business benefitting from strong winter orders but remained below prior year. In the fourth quarter, demand continued to increase throughout most of the quarter and ended above prior year. Full year demand for travel nurse was higher than prior year with favorable demand levels as we exited 2025. In allied staffing, demand in the fourth quarter increased sequentially, growing throughout the quarter, and was in line with prior year. Full year demand for allied staffing was also higher than prior year with favorable demand levels as we exited 2025. We experienced an increase in client
requests for support with potential labor disruption events during 2025, primarily for nurse and allied staffing, and expect this trend to continue into next year.
Staffing volumes for our nurse and allied solutions segment in the fourth quarter were higher than prior quarter after sequential declines in the second and third quarters. The increase in staffing volume was due to strong winter orders and volume in travel nursing, seasonal growth in allied staffing for schools, and a return to modest growth of the international nurse business after nine quarters of decline. Additionally, we supported a significant labor disruption event in the fourth quarter which favorably impacted the segment's revenue. Bill rates for the nurse and allied solutions segment in the fourth quarter were slightly higher than prior quarter and flat compared to prior year, indicating stabilization of market rates.
In our physician and leadership solutions segment, demand for our locum tenens staffing business in the fourth quarter increased from the prior quarter and was in line with the prior year. Certified registered nurse anesthetists (CRNAs) continue to be the largest specialty for our locum tenens staffing business. Revenue per day filled increased in the fourth quarter as compared to both the prior year and prior quarter while days filled were lower compared to prior quarter and prior year. Demand in the fourth quarter for interim leadership was higher compared to prior year but lower sequentially. Demand for our search business was lower as compared to prior year and prior quarter. Both businesses have been impacted by healthcare organizations deferring hiring decisions or increasing insourcing.
In our technology and workforce solutions segment, our language services business experienced a seasonal drop in minutes sequentially in the fourth quarter, but minutes for the full year were higher than prior year. Ongoing pricing pressure for language services is expected due to increased market competition. Volumes and bill rates in our VMS business were both lower compared to the prior year and prior quarter.
Results of Operations
The following table sets forth, for the periods indicated, certain statements of operations data as a percentage of revenue. Our results of operations include three reportable segments: (1) nurse and allied solutions, (2) physician and leadership solutions, and (3) technology and workforce solutions. The acquisition and sale of disposal group during the three years ended December 31, 2025 impact the comparability of the results between the years presented. See additional information in "Item 8. Financial Statements and Supplementary Data-Notes to Consolidated Financial Statements-Note (2), Acquisitions and Note (3), Sale of Disposal Group." Our historical results are not necessarily indicative of our results of operations to be expected in the future.
Years Ended December 31,
2025 2024 2023
Consolidated Statements of Operations:
Revenue 100.0 % 100.0 % 100.0 %
Cost of revenue 71.7 69.2 67.0
Gross profit 28.3 30.8 33.0
Selling, general and administrative 21.7 21.2 19.8
Depreciation and amortization 5.3 5.5 4.1
Gain on sale of disposal group (1.4) - -
Goodwill impairment losses 4.0 7.5 -
Long-lived assets impairment loss
0.7 - 0.2
Income (loss) from operations (2.0) (3.4) 8.9
Interest expense, net, and other 1.7 2.4 1.4
Income (loss) before income taxes (3.7) (5.8) 7.5
Income tax expense (benefit) (0.2) (0.9) 1.9
Net income (loss) (3.5) % (4.9) % 5.6 %
Comparison of Results for the Year Ended December 31, 2025 to the Year Ended December 31, 2024
Revenue. Revenue decreased 8% to $2,730.4 million for 2025 from $2,983.8 million for 2024, attributable to a decline in organic revenue across our segments with the greatest decline in our nurse and allied solutions segment. Revenue broken down among the reportable segments is as follows:
(In Thousands)
Years Ended
December 31,
2025 2024
Nurse and allied solutions $ 1,647,318 $ 1,815,718
Physician and leadership solutions 696,362 728,608
Technology and workforce solutions 386,749 439,455
$ 2,730,429 $ 2,983,781
Nurse and allied solutions segment revenue decreased 9% to $1,647.3 million for 2025 from $1,815.7 million for 2024. The $168.4 million decrease was primarily attributable to a $240.1 million decline driven by a 14% decrease in the average number of travelers on assignment, a $32.0 million decline driven by a 2% decrease in the average bill rate, and a $14.4 million decline driven by a 1% decrease in average billable hours during the year ended December 31, 2025. The overall decrease was partially offset by a $127.9 million increase in labor disruption revenue.
Physician and leadership solutions segment revenue decreased 4% to $696.4 million for 2025 from $728.6 million for 2024. The $32.2 million decrease was attributable to lower revenue across all businesses within the segment. Revenue in our locum tenens business declined slightly during 2025 primarily due to a $42.9 million decline driven by an 8% decrease in the number of days filled, partially offset by a $41.7 million increase driven by an 8% increase in the revenue per day filled. Our interim leadership business experienced a decline of $21.8 million (or 19%) and our physician permanent placement and executive search businesses declined $9.3 million (or 20%) during 2025.
Technology and workforce solutions segment revenue decreased 12% to $386.7 million for 2025 from $439.5 million for 2024. The $52.7 million decrease was attributable to lower revenue across all businesses within the segment. Revenue for our VMS business declined $32.6 million (or 31%) due to lower staffing utilization on the platforms along with several client losses, and our outsourced solutions business declined $6.8 million (or 44%) primarily due to lower demand. Other technology business declined $9.8 million (or 53%) primarily due to the sale of our Smart Square healthcare scheduling software.
For 2025 and 2024, revenue under our MSP arrangements comprised approximately 48% and 45% of our consolidated revenue, 71% and 67% for nurse and allied solutions segment revenue, 18% and 15% for physician and leadership solutions segment revenue, and 3% and 3% of our technology and workforce solutions segment revenue, respectively.
Cost of Revenue. Cost of revenue, which consists predominantly of compensation, benefits, housing, travel and allowance costs for healthcare professionals and medically qualified interpreters, decreased 5% to $1,956.4 million for 2025 from $2,064.4 million for 2024. The $108.0 million decrease was primarily attributable to a decrease in our nurse and allied solutions segment. Cost of revenue broken down among the reportable segments is as follows:
(In Thousands)
Years Ended
December 31,
2025 2024
Nurse and allied solutions $ 1,269,045 $ 1,371,660
Physician and leadership solutions 504,503 511,959
Technology and workforce solutions 182,823 180,786
$ 1,956,371 $ 2,064,405
The decrease in our nurse and allied solutions segment was primarily attributable to a $97.8 million decrease in provider pay package costs, including housing, travel and allowances, primarily due to the aforementioned decrease in the average number of travelers on assignment. The decrease in our physician and leadership solutions segment was primarily driven by a $14.5 million decrease in provider pay package costs in our interim leadership business, primarily due to aforementioned decline in demand, partially offset by a $7.3 million increase in provider pay package costs in our locum tenens business. The increase in our technology and workforce solutions segment was primarily due to higher interpreter minutes for our language services business partially offset by the sale of our Smart Square healthcare scheduling software.
Gross Profit. Gross profit decreased 16% to $774.1 million for 2025 from $919.4 million for 2024, representing gross margins of 28.3% and 30.8%, respectively. The decline in consolidated gross margin for the year ended December 31, 2025 was primarily due to (1) lower margins in our nurse and allied solutions and physician and leadership solutions segments driven by compression in clinician pay packages, including housing, travel and allowances and (2) a lower margin in our technology
and workforce solutions segment primarily due to pricing pressure for our language services business due to increased market competition and a shift in sales mix resulting from reduced revenue in our higher-margin VMS business and the sale of our Smart Square healthcare scheduling software. The overall decline was partially offset by a change in sales mix resulting from lower revenue in our nurse and allied solutions segment. Gross margin by reportable segment for 2025 and 2024 was 23.0% and 24.5% for nurse and allied solutions, 27.6% and 29.7% for physician and leadership solutions, and 52.7% and 58.9% for technology and workforce solutions, respectively. Gross profit broken down among the reportable segments is as follows:
(In Thousands)
Years Ended
December 31,
2025 2024
Nurse and allied solutions $ 378,273 $ 444,058
Physician and leadership solutions 191,859 216,649
Technology and workforce solutions 203,926 258,669
$ 774,058 $ 919,376
Selling, General and Administrative Expenses. Selling, general and administrative ("SG&A") expenses consist predominantly of compensation and benefits costs for corporate employees, in addition to professional service fees, legal matter accruals and other overhead costs. SG&A expenses were $593.0 million, representing 21.7% of revenue, for 2025, as compared to $632.5 million, representing 21.2% of revenue, for 2024. The decrease in SG&A expenses was primarily due to $37.2 million of lower employee compensation and benefits (inclusive of share-based compensation) in response to the lower revenue. The year-over-year decrease was partially offset by a $12.3 million year-over-year increase due to a $10.5 million unfavorable actuarial-based increase in our professional liability reserves as compared to a $1.8 million favorable actuarial-based decrease in the same period in 2024. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:
(In Thousands)
Years Ended
December 31,
2025 2024
Nurse and allied solutions $ 252,307 $ 270,467
Physician and leadership solutions 135,263 137,600
Technology and workforce solutions 86,413 91,590
Unallocated corporate overhead 88,356 109,515
Share-based compensation 30,683 23,317
$ 593,022 $ 632,489
Depreciation and Amortization Expenses. Amortization expense decreased 16% to $78.0 million for 2025 from $92.8 million for 2024, primarily attributable to having more intangible assets fully amortized during the year ended December 31, 2025. Depreciation expense (exclusive of depreciation included in cost of revenue) decreased 6% to $69.8 million for 2025 from $74.3 million for 2024, primarily attributable to the mix of depreciable assets. Additionally, $8.7 million and $6.7 million of depreciation expense for our language services business is included in cost of revenue for 2025 and 2024, respectively.
Gain on Sale of Disposal Group. A gain on sale of disposal group of $(39.1) million was recognized during the year ended December 31, 2025. See additional information in "Item 8. Financial Statements and Supplementary Data-Notes to Consolidated Financial Statements-Note (3), "Sale of Disposal Group."
Goodwill Impairment Losses. A goodwill impairment loss of $109.5 million was recognized in the physician and leadership solutions segment during the year ended December 31, 2025 as compared to $123.3 million and $99.2 million in the nurse and allied solutions segment and physician and leadership solutions segment, respectively, during the year ended December 31, 2024. See additional information in "Item 8. Financial Statements and Supplementary Data-Notes to Consolidated Financial Statements-Note (5), Goodwill and Identifiable Intangible Assets."
Long-Lived Assets Impairment Loss. An impairment loss of $18.3 million was recognized for intangible assets during the year ended December 31, 2025. See additional information in "Item 8. Financial Statements and Supplementary Data-Notes to Consolidated Financial Statements-Note (5), Goodwill and Identifiable Intangible Assets."
Interest Expense, Net, and Other. Interest expense, net, and other, was $45.6 million for 2025 as compared to $69.9 million for 2024. The decrease was primarily due to (1) a lower average debt outstanding balance during 2025 and (2) a
$9.7 million loss related to the change in fair value of an equity investment during 2024. The decrease was partially offset by (1) the issuance of our 2031 Notes (as defined below in this Item 7) in October 2025. The proceeds from the issuance of the higher interest bearing senior notes were used to repay our 2027 Notes (as defined below in this Item 7) in the fourth quarter of 2025.
Income Tax Benefit. Income tax benefit was $(5.4) million for 2025 as compared to income tax benefit of $(25.6) million for 2024, reflecting effective income tax rates of 5% and 15% for these periods, respectively. The decrease in the effective income tax rate in 2025 was primarily attributable to tax expense of $4.2 milliondue to the goodwill disposal from the sale of our Smart Square healthcare scheduling software.See additional information in "Item 8. Financial Statements and Supplementary Data-Notes to Consolidated Financial Statements-Note (8), Income Taxes, and Note (3), Sale of Disposal Group."
Comparison of Results for the Year Ended December 31, 2024 to the Year Ended December 31, 2023
We describe in detail the comparison of results for the years ended December 31, 2024 and 2023 in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations-Comparison of Results for the Year Ended December 31, 2024 to the Year Ended December 31, 2023" of our 2024 Annual Report on Form 10-K.
Liquidity and Capital Resources
In summary, our cash flows were:
(In Thousands)
Years Ended December 31,
2025 2024 2023
Net cash provided by operating activities $ 269,457 $ 320,418 $ 372,165
Net cash provided by (used in) investing activities 4,302 (79,938) (412,493)
Net cash provided by (used in) financing activities (295,893) (259,448) 10,729
Net decrease in cash, cash equivalents and restricted cash $ (22,134) $ (18,968) $ (29,599)
Historically, our primary liquidity requirements have been for acquisitions, working capital requirements, and debt service under our credit facilities and senior notes. We have funded these requirements through internally generated cash flow and funds borrowed under our credit facilities and senior notes. During the fourth quarter of 2025, we redeemed the entire outstanding $500.0 million aggregate principal amount of our 4.625% senior notes due 2027 ("the 2027 Notes").
As of December 31, 2025, (1) $25.0 million was drawn with $404.8 million of available credit under the Senior Credit Facility (as defined below), (2) the aggregate principal amount of our 2029 Notes (as defined below) outstanding was $350.0 million, and (3) the aggregate principal amount of our 2031 Notes (as defined below) outstanding was $400.0 million. As of December 31, 2025, we were in compliance with the various covenants under our debt instruments. We describe in further detail our Amended Credit Agreement (as defined below), under which our Senior Credit Facility is governed, the 2029 Notes and the 2031 Notes in "Item 8. Financial Statements and Supplementary Data-Notes to Consolidated Financial Statements-Note (9), Notes Payable and Credit Agreement."
As of December 31, 2025, the total of our contractual obligations under operating leases with initial terms in excess of one year was $42.3 million. We describe in further detail our operating lease arrangements in "Item 8. Financial Statements and Supplementary Data-Notes to Consolidated Financial Statements-Note (6), Leases." We also have various obligations and working capital requirements, such as certain tax and legal matters, contingent consideration and other liabilities, that are recorded on our consolidated balance sheets. See additional information in "Item 8. Financial Statements and Supplementary Data-Notes to Consolidated Financial Statements-Note (4), Fair Value Measurement, Note (7), Balance Sheet Details, Note (8), Income Taxes, and Note (13), Commitments and Contingencies."
In addition to our cash requirements, we have a share repurchase program authorized by our board of directors, which does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time. See additional information in "Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities."
We believe that cash generated from operations and available borrowings under our Senior Credit Facility will be sufficient to fund our operations and liquidity requirements, including expected capital expenditures, for the next 12 months and beyond. We intend to finance potential future acquisitions with cash provided from operations, borrowings under our Senior Credit Facility, or other borrowings under our Amended Credit Agreement, bank loans, debt or equity offerings, or some combination of the foregoing. The following discussion provides further details of our liquidity and capital resources.
Operating Activities
Net cash provided by operating activities for 2025, 2024 and 2023 was $269.5 million, $320.4 million and $372.2 million, respectively. In the 2025 and 2024 periods, changes in accounts receivable and subcontractor receivables provided cash from operations of $71.6 million and $223.4 million, respectively, representing a reduction between periods of $151.9 million. The reduction in receivables was more significant in the prior year due to larger declines in revenue and associate vendor usage, as well as the timing of collections. In addition, net income (loss) excluding non-cash expenses decreased year over year by $66.1 million primarily due to a lower segment operating income across our business.
The overall decrease in net cash provided by operating activities was partially offset by (1) an increase in accounts payable and accrued expenses between periods of $134.3 million primarily due to payment of the legal settlement amount for the Clarke matter in the prior year and a smaller reduction in subcontractor payables in the current year as a result of a larger decline in associate vendor usage in the prior year and timing of payments, (2) an increase in deferred revenue between periods of $7.4 million primarily related to upfront consideration for labor disruption services, and (3) a decrease in income taxes receivable between periods of $7.2 million primarily due to a larger overpayment of estimated taxes in the prior year compared to the current year.
Our Days Sales Outstanding ("DSO") was 47 as of December 31, 2025, 55 days as of December 31, 2024, and 70 days as of December 31, 2023. Our consolidated results for the year ended December 31, 2023 included only one month of MSDR's revenue, but our consolidated balance sheet included the full amount of MSDR's accounts receivable. Excluding the acquisition of MSDR, our DSO was 66 days at December 31, 2023.
Investing Activities
Net cash provided by (used in) investing activities for 2025, 2024 and 2023 was $4.3 million, $(79.9) million and $(412.5) million, respectively. The year-over-year change from 2024 to 2025 in net cash provided by (used in) investing activities was primarily attributable to (1) proceeds from the sale of disposal group of $65.3 million in 2025, (2) a net purchase of investments of $25.4 million in 2025 as compared to net proceeds of investments of $7.7 million in 2024, and (3) $6.4 million of payments to fund the deferred compensation plan that were offset with $6.4 million of proceeds from settlements of company-owned life insurance policies in 2025 as compared to $8.4 million of payments in 2024. In addition, capital expenditures were $35.6 million, $80.9 million and $103.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. Our capital expenditures in recent years were primarily related to ongoing technology investments to support our tech-centric total talent solutions initiatives and to optimize our internal front and back-office systems.
Financing Activities
Net cash provided by (used in) financing activities for 2025, 2024 and 2023 was $(295.9) million, $(259.4) million and $10.7 million, respectively. Net cash used in financing activities for 2025 was primarily due to (1) the repayment of $500.0 million related to the redemption of the 2027 Notes, (2) repayments of $315.0 million under the Senior Credit Facility (as defined below), (3) $8.8 million of financing costs paid in connection with the Amended Credit Agreement (as defined below) and the issuance of the 2031 Notes (as defined below), and (4) $2.1 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards, partially offset by (1) proceeds received in connection with the issuance of the 2031 Notes of $400.0 million and (2) borrowings of $130.0 million under the Senior Credit Facility. Net cash used in financing activities for 2024 was primarily due to (1) repayments of $375.0 million under the Senior Credit Facility, (2) $4.8 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards, and (3) $3.7 million in cash paid for excise tax on prior year share repurchases, partially offset by borrowings of $125.0 million under the Senior Credit Facility.
Amended Credit Agreement
On February 10, 2023, we entered into the third amendment to our credit agreement (the "Third Amendment"). The Third Amendment (together with the credit agreement, the first amendment and the second amendment, collectively, the "Amended Credit Agreement") provides for, among other things, an increase to the secured revolving credit facility (the "Senior Credit Facility") from $400.0 million to $750.0 million. The Senior Credit Facility includes a $125.0 million sublimit for the issuance of letters of credit and a $75.0 million sublimit for swingline loans. On November 5, 2024, we entered into the fourth amendment to our credit agreement (the "Fourth Amendment") which increased our consolidated net leverage ratio covenant for the year ending December 31, 2025.
On October 6, 2025, the Company entered into the fifth amendment to the New Credit Agreement (the "Fifth Amendment"). The Fifth Amendment (together with the New Credit Agreement, the First Amendment, the Second
Amendment, the Third Amendment, and the Fourth Amendment collectively, the "Amended Credit Agreement") provides for, among other things, the following: (i) an extension of the maturity date of the Senior Credit Facility to October 6, 2030, (ii) a decrease to the revolving commitments under the Senior Credit Facility to $450.0 million, and (iii) the revision of the Consolidated Net Leverage Ratio (as calculated in accordance with the amended credit agreement) to be no greater than 5.25 to 1.00 through March 31, 2027. Our obligations under the Amended Credit Agreement are secured by substantially all of our assets. The terms of the Amended Credit Agreement, including maturity dates, payment and interest terms, are described in further detail in "Item 8. Financial Statements and Supplementary Data-Notes to Consolidated Financial Statements-Note (9), Notes Payable and Credit Agreement."
4.000% Senior Notes Due 2029
On October 20, 2020, AMN Healthcare, Inc., a wholly owned subsidiary of the Company, completed the issuance of $350.0 million aggregate principal amount of 4.000% Senior Notes due 2029 (the "2029 Notes"). The 2029 Notes will mature on April 15, 2029. Interest on the 2029 Notes will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2021.
At any time and from time to time on and after April 15, 2024, we will be entitled at our option to redeem all or a portion of the 2029 Notes upon not less than 10 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date) set forth below, plus accrued and unpaid interest, if any, to (but excluding) the redemption date (subject to the right of holders of record of the 2029 Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve month period commencing on April 15 of the years set forth below:
Period Redemption
Price
2024 102.000 %
2025 101.000 %
2026 and thereafter 100.000 %
Upon the occurrence of specified change of control events as defined in the indenture governing the 2029 Notes, we must offer to repurchase the 2029 Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to (but excluding) the purchase date.
The indenture governing the 2029 Notes contains covenants that, among other things, restricts our ability to:
sell assets;
pay dividends or make other distributions on capital stock, make payments in respect of subordinated indebtedness or make other restricted payments;
make certain investments;
incur or guarantee additional indebtedness or issue preferred stock;
create certain liens;
enter into agreements that restrict dividends or other payments from our restricted subsidiaries to us;
consolidate, merge or transfer all or substantially all of their assets;
enter into transactions with affiliates; and
create unrestricted subsidiaries.
These covenants are subject to a number of important exceptions and qualifications. The indenture governing the 2029 Notes contains affirmative covenants and events of default that are customary for indentures governing high yield securities. The 2029 Notes and the guarantees are not subject to any registration rights agreement.
6.500% Senior Notes Due 2031
On October 6, 2025, AMN Healthcare, Inc., a wholly owned subsidiary of AMN Healthcare Services, Inc. (the "Company"), completed the issuance of $400.0 million aggregate principal amount of 6.500% Senior Notes due 2031 (the "2031 Notes"). The 2031 Notes will mature on January 15, 2031. Interest on the 2031 Notes will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2026.
At any time and from time to time on and after October 15, 2027, we will be entitled at our option to redeem all or a portion of the 2031 Notes upon not less than 10 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date) set forth below, plus accrued and unpaid interest, if any, to (but excluding) the redemption date (subject to the right of holders of record of the 2031 Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve month period commencing on October 15, of the years set forth below:
Period
Redemption Price
2027 103.250 %
2028 101.625 %
2029 and thereafter
100.000 %
At any time and from time to time prior to October 15, 2027 we may also redeem the 2031 Notes with the net cash proceeds of certain equity offerings in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the 2031 Notes issued, at a redemption price (expressed as a percentage of principal amount) of 106.500% of the principal amount thereof plus accrued and unpaid interest, if any, to (but excluding) the applicable redemption date.
In addition, we may redeem some or all of the 2031 Notes at any time and from time to time prior to October 15, 2027 at a redemption price equal to 100% of the principal amount of the 2031 Notes redeemed, plus accrued and unpaid interest thereon, if any, to (but excluding) the applicable redemption date, plus a "make-whole" premium based on the applicable treasury rate plus 50 basis points.
Upon the occurrence of specified change of control events as defined in the indenture governing the 2031 Notes, we must offer to repurchase the 2031 Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to (but excluding) the purchase date.
The indenture governing the 2031 Notes contains covenants that, among other things, restrict our ability to:
sell assets;
pay dividends or make other distributions on capital stock, make payments in respect of subordinated indebtedness or make other restricted payments;
make certain investments;
incur or guarantee additional indebtedness or issue preferred stock;
create certain liens;
enter into agreements that restrict dividends or other payments to us;
consolidate, merge or transfer all or substantially all of their assets;
engage in transactions with affiliates; and
create unrestricted subsidiaries.
These covenants are subject to a number of important exceptions and qualifications. The indenture governing the 2031 Notes contains affirmative covenants and events of default that are customary for indentures governing high yield securities.
The 2031 Notes and the guarantees are not subject to any registration rights agreement.
We used the proceeds from the 2031 Notes, together with borrowings under the Senior Credit Facility and cash generated from operations, (1) to redeem all of our outstanding $500.0 million aggregate principal amount of our 2027 Notes on October 22, 2025, including all accrued and unpaid interest on the 2027 Notes and (2) paid fees and expenses related to the transactions.
Letters of Credit
As of December 31, 2025, we maintained outstanding standby letters of credit totaling $20.8 million as collateral in relation to our workers' compensation insurance agreements and a corporate office lease agreement. Of the $20.8 million of outstanding letters of credit, we have collateralized approximately $0.7 million in cash and cash equivalents and the remaining approximately $20.2 million is collateralized by the Senior Credit Facility. Outstanding standby letters of credit at December 31, 2024 totaled $20.9 million.
Critical Accounting Policies and Estimates
Our critical accounting policies are those that we believe are both important to the portrayal of our financial condition and results and require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The preparation of our consolidated financial statements in conformity with United States generally accepted accounting principles requires us to make estimates and judgments that affect our reported amounts of assets and liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and base them on the information that is currently available to us and on various other assumptions that we believe are reasonable under the circumstances. Actual results could vary from these estimates under different assumptions or conditions. We believe that the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements:
Goodwill and Indefinite-lived Intangible Assets
Our business acquisitions typically result in the recording of goodwill and other intangible assets. The determination of the fair value of such intangible assets involves the use of appropriate valuation techniques and requires management to make estimates and assumptions that affect our consolidated financial statements. Significant judgments required to estimate the fair values include estimated future cash flows, growth rates, customer attrition rates, brand awareness and discount rates. Changes in these estimates and assumptions could materially affect the determination of fair value for each intangible asset. Management may engage independent third-party specialists to assist in determining the fair values. For intangible assets purchased in a business acquisition, the estimated fair values of the assets received are used to establish their recorded values, which may become impaired in the future.
In accordance with accounting guidance on goodwill and other intangible assets, we perform an annual impairment analysis to assess the recoverability of goodwill and indefinite-lived intangible assets. We assess the impairment of goodwill of our reporting units and indefinite-lived intangible assets annually, or more often if events or changes in circumstances indicate that the carrying amount may not be recoverable. We may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, the quantitative impairment test is unnecessary. If the reporting unit does not pass the qualitative assessment, then the reporting unit's carrying amount is compared to its fair value. The fair values of the reporting units are estimated using market and income approaches. Goodwill is considered impaired if the carrying amount of the reporting unit exceeds its fair value. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. Valuation techniques consistent with the market approach and income approach are used to measure the fair value of each reporting unit. Significant judgments are required to estimate the fair value of reporting units including estimating future cash flows, and determining appropriate discount rates, growth rates, and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. We perform our annual impairment test on October 31 of each year. As of December 31, 2025, we do not have any indefinite-lived intangible assets.
During the second quarter of 2025, we performed a quantitative impairment test of our goodwill as of May 31, 2025 and determined that the estimated fair value of the physician and leadership solutions reporting unit was below its respective carrying amount. As a result, we recognized a goodwill impairment loss of $109.5 million in the consolidated financial statements during the second quarter of 2025. In addition, a quantitative test was performed for our technology and workforce solutions reporting unit to allocate a portion of the goodwill fair value balance to the disposal group that was held for sale during the second quarter of 2025. There was no impairment required for the technology and workforce solutions reporting unit as the estimated fair value of the reporting unit exceeded its carrying amount. A quantitative impairment test for our nurse and allied solutions reporting unit was not performed during the second quarter of 2025.
We consider the following assumptions used in the income approach to be significant assumptions in estimating the fair value of our reporting units: revenue growth rates and weighted-average cost of capital.
Under the income approach, the discounted cash flow method uses estimated future cash flows, including revenue growth rates, based on our internal forecasts, which are estimated considering our historical experience, expectations of future business performance, and assessment of current and future market conditions. Keeping all other assumptions constant, a change in the projected revenue growth over the forecast period of 50 basis points would have increased or reduced the goodwill impairment loss recognized in the second quarter of 2025 by approximately 4%.
In the discounted cash flow method, each reporting unit's estimated future cash flows are discounted at a rate that is consistent with a weighted-average cost of capital (WACC), which represents the after-tax rate of return required by a market participant, which is based on observed market return data and company-specific risk factors. The Company engaged a third-party valuation specialist to assist in the determination of the WACC, which ranged from 12.5% to 13.0% for our reporting units in the second quarter impairment test. Keeping all other assumptions constant, a change in WACC of 50 basis points would have increased or reduced the goodwill impairment loss by approximately 9%.
In addition, we performed our annual impairment test of goodwill as of October 31, 2025, using a quantitative assessment for each of our three reporting units. The quantitative assessment concluded that no goodwill impairment existed for the three reporting units as the estimated fair values of the reporting units exceeded their respective carrying amounts.
Similarly, we considered revenue growth rates and WACC to be significant assumptions used in the income approach in estimating the fair value of our reporting units. Keeping all other assumptions constant, a change in the projected revenue growth over the forecast period of 50 basis points would have increased or reduced the excess fair value over the carrying value by approximately 2% for the nurse and allied solutions reporting unit, approximately 1% for the physician and leadership solutions reporting unit, and approximately 8% for the technology and workforce solutions reporting unit. The Company engaged a third-party valuation specialist to assist in the determination of the WACC, which ranged from 11.0% to 14.0% for our reporting units in the most recent impairment test. Keeping all other assumptions constant, a change in WACC of 50 basis points would have increased or reduced the excess fair value over the carrying value by approximately 15% for the nurse and allied solutions reporting unit, approximately 14% for the physician and leadership solutions reporting unit, and approximately 23% for the technology and workforce solutions reporting unit.
Intangible assets with estimable useful lives are required to be amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment evaluation is based on an undiscounted cash flow analysis of the asset group, which is the lowest level at which cash flows of the long-lived assets are largely independent of other groups of assets and liabilities. If the asset group's undiscounted cash flows are less than its carrying amount, the asset group's fair value is measured. An impairment is recognized if the carrying amount of the asset group exceeds the fair value of the asset group.
We assess potential impairments to long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recovered. Our judgments regarding the existence of impairment indicators and future cash flows related to long-lived assets are based on operational performance of our businesses, market conditions and other factors. Although there are inherent uncertainties in this assessment process, the estimates and assumptions we use, including estimates of future cash flows, volumes, market penetration and discount rates, are consistent with our internal planning.
Although the accounting guidance does not require impairment testing of long-lived assets in a reporting unit that is tested for goodwill impairment, we assess whether the related circumstances result in evidence that the carrying amounts of our long-lived assets may not be recoverable. As such, prior to the quantitative impairment test of our goodwill as of May 31, 2025, we determined the carrying amounts of the customer relationships intangible assets of the revenue cycle solutions business (within the nurse and allied solutions segment) was not recoverable. As a result, we recognized an impairment loss on the customer relationships intangible assets of $18.3 million during the second quarter of 2025. Keeping all other assumptions constant, a change in WACC and projected revenue growth of 50 basis points would have increased or reduced the impairment loss by approximately 3% and 1%, respectively.
Prior to the quantitative impairment test of our goodwill as of October 31, 2025, we evaluated the recoverability of the carrying amounts of asset groups within the nurse and allied solutions and physician and leadership solutions reporting units and determined that the undiscounted cash flows for all the asset groups tested were above their respective carrying amounts. Therefore, no impairment loss on our long-lived assets was recognized.
If these estimates or their related assumptions change in the future, we may be required to record an impairment loss on all or a portion of our long-lived assets. Furthermore, we cannot predict the occurrence of future impairment-triggering events nor the impact such events might have on our reported asset values. Future events could cause us to conclude that impairment indicators exist and that long-lived assets are impaired.
Professional Liability Reserve
We determine the adequacy of our accrual for professional liability by evaluating our historical experience and trends, loss reserves established by our insurance carriers, management and third-party administrators, and our independent actuarial studies. We obtain actuarial studies on a semi-annual basis to assist us in determining the adequacy of our accrual. For periods
between the actuarial studies, we record accruals based on loss rates provided in the most recent actuarial study and management's review of loss history. Expense recognized for accruals (inclusive of actuarial-based adjustments) was $18.9 million, $7.8 million and $5.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Our accrual for professional liability includes provisions for estimated incurred but not yet reported ("IBNR") losses and known claims ("case reserves"), as well as losses covered by excess insurance carriers ("excess liability"). The following table presents the case reserves, IBNR losses and excess liability as estimated by the most recently obtained actuarial study that make up our accrual for professional liability as of December 31, 2025 and 2024:
(In Thousands)
December 31,
2025 2024
Case reserves (1)
$ 17,735 $ 11,590
IBNR losses (1)
23,586 21,823
Excess liability (2)
12,618 13,289
Total accrual $ 53,939 $ 46,702
(1) The provisions for case reserves and estimated IBNR losses are presented net of excess liability.
(2) The accrual for losses recoverable from excess insurance carriers is recorded on the consolidated balance sheets with a corresponding recoverable asset.
We determine estimated IBNR losses by developing our historical loss data to its ultimate level ("ultimate losses") and subtracting incurred losses to date; the remainder is IBNR losses. We determine ultimate losses through the use of several actuarial methods, including (but not limited to) loss development methods and Bornhuetter-Ferguson method. These methods use our specific historical claims data related to paid losses and loss adjustment expenses, historical and current case reserves, reported and closed claim counts, and industry and other data. The actuarial assumptions used in the aforementioned methods include paid and incurred loss development patterns, our growth and mix of business, inflation, law changes, and claim frequency and severity trends.
We consider the frequency and severity of claims to be significant assumptions in estimating our accrual for professional liability. A 10% change in the expected frequency is within a reasonable range of possibilities and would increase or reduce the accrual estimate by approximately $2.0 million. A 10% change in the expected claim severity is within a reasonable range of possibilities and would increase or reduce the accrual estimate by approximately $5.0 million. Additionally, the average time period between the occurrence and final resolution of our professional liability claims is approximately 5 years; however, the facts and circumstances of individual claims could result in a timeframe that significantly varies from this average. The ultimate settlements of our professional liability claims may vary significantly from our estimates if future changes in claim frequency or severity differ from historical trends and actuarial assumptions, which could have a material effect on our consolidated financial condition or results of operations.
Contingent Liabilities
We are involved in various lawsuits, claims, investigations, and proceedings that arise in the ordinary course of business. These matters typically relate to professional liability, tax, compensation, contract, competitor disputes and employee-related matters and include individual and class action lawsuits, as well as inquiries and investigations by governmental agencies regarding the Company's employment and compensation practices. Additionally, some of our clients may also become subject to claims, governmental inquiries and investigations and legal actions relating to services provided by our healthcare professionals. From time to time, and depending upon the particular facts and circumstances, we may be subject to indemnification obligations under our contracts with such clients relating to these matters.
We cannot predict with assurance the outcome of claims brought against us. Certain of the above-referenced matters may include speculative claims for substantial or indeterminate amounts of damages. We record a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. In assessing the probability of loss and the estimated amount, we consider the following factors, among others: (a) the nature of the matter and any related facts, circumstances and data; (b) the progress of the case; (c) the opinions or views of legal counsel and other advisers; (d) our experience, and the experience of other entities, in similar cases; (e) how we intend to respond to the matter; and (f) reasonable settlement values based on the foregoing factors. Significant judgment is required to determine both probability and the estimated amount and the final outcome may ultimately be materially different. Where a range of loss can be reasonably estimated with no best estimate in the range, we record the minimum estimated liability. We review these provisions at least quarterly and adjust these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. We generally record changes in accruals related to legal matters in selling, general and
administrative expenses in the consolidated statements of comprehensive income (loss). The most significant matters for which the Company has established accruals in connection with loss contingencies are class and representative actions related to wage and hour claims under California and Federal law.
We believe that the amount or estimable range of reasonably possible loss beyond the accruals that we have established, will not, either individually or in the aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows with respect to loss contingencies for legal and other contingencies as of December 31, 2025. However, the outcome of litigation is inherently uncertain. Therefore, if one or more of these legal matters were resolved against us for amounts in excess of management's expectations, our results of operations and financial condition, including in a particular reporting period, could be materially adversely affected.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". The guidance requires public entities to disclose, in the notes to the financial statement, a disaggregation of certain expense categories that are included within the line items presented on the face of income statements, on an annual and interim basis. This standard is effective on either a prospective or retrospective basis for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of adopting this standard on our disclosures.
In July 2025, the FASB issued ASU 2025-05, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets". The guidance provides a practical expedient and an accounting policy election when estimating credit losses on current accounts receivable and current contract assets arising from transactions under ASC 606. An entity is allowed to assume the remaining life of an asset unchanged at the balance sheet date. This standard is effective on a prospective basis for fiscal years beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures.
In September 2025, the FASB issued ASU 2025-06, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software". The new guidance removed prescriptive and sequential software development stages, requires public entities to capitalize internal-use software costs with management authorization and allows the probability that the software will be completed and used for its intended function. This standard is effective on a prospective basis for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures.
In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements". The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The amendment of current guidance provides further clarity about the current interim disclosure requirements. This standard is effective on either a prospective or retrospective basis for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures.
There have been no other new accounting pronouncements issued but not yet adopted that are expected to materially affect our consolidated financial condition or results of operations.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. During 2025, our primary exposure to market risk was interest rate risk associated with our variable interest debt instruments and our investment portfolio. A 100 basis point increase in interest rates on our variable rate debt would not have resulted in a material effect on our consolidated financial statements for 2025. A 100 basis point change in interest rates as of December 31, 2025 would not have resulted in a material effect on the fair value of our investment portfolio. For our investments that are classified as available-for-sale, unrealized gains or losses related to fluctuations in market volatility and interest rates are reflected within stockholders' equity in accumulated other comprehensive income (loss) in the consolidated balance sheets. Such unrealized gains or losses would be realized only if we sell the investments prior to maturity.
During 2025, we generated substantially all of our revenue in the United States. Accordingly, we believe that our foreign currency risk is immaterial.
AMN Healthcare Services Inc. published this content on February 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 20, 2026 at 11:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]