~~Economic Environment and Employment Rate~~. The demand for our services is affected by growth in the U.S. economy, which impacts the employment rate. Growth in real U.S. gross domestic product generally correlates to rising employment rates. When these macro-drivers are positive, it typically results in increased demand for our services and vice versa. Generally, we believe a positive economic environment and growing employment lead to increasing demand for healthcare services. As employment levels rise, healthcare facilities, like employers in many industries, experience higher levels of employee attrition and have a relatively more difficult time finding permanent staffing to fill their needs.

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Economic Environment and Employment Rate. Demand for our services is affected by growth of the U.S. economy, which influences the employment rate. Growth in real U.S. gross domestic product generally drives rising employment rates. Favorable macro drivers typically result in increased demand for our services. Generally, we believe a positive economic environment and growing employment lead to increasing demand for healthcare services. As employment levels rise, healthcare facilities, like employers in many industries, experience higher levels of employee attrition and find it increasingly difficult to obtain and retain permanent staff.

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Supply of Healthcare Professionals. While reports differ on the existence and extent of current and future healthcare professional shortages, many regions of the United States are experiencing a shortage of physicians and nurses that we believe will persist in the future. According to the Association of American Medical Colleges, the physician shortage is expected to range from 46,900 to 121,900 physicians by 2032. In nursing, geographic and specialty-based shortages are also expected through 2030. Demand for our services is positively correlated with activity in the permanent labor market. When nurse vacancy rates increase, temporary nurse staffing orders typically increase as well.

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General Demand for Healthcare Services. Changes in demand for healthcare services, particularly at acute healthcare hospitals and other inpatient facilities, like skilled nursing facilities, affect the demand for our services. According to the U.S. Department of Health and Human Services, with the passage of the Affordable Care Act, the uninsured population declined by more than 18 million people between 2010 and 2018. Growth of the insured population contributed to a relatively sharp increase in national healthcare expenditures beginning in 2014. Additionally, the U.S. population continues to age, and medical technology advances are contributing to longer life expectancy. A pronounced shift in U.S. age demographics is expected to boost growth of health expenditures, projected by the Centers for Medicare & Medicaid Services at a 5.5% annual rate from 2018-2027. According to the U.S. Census Bureau, the number of adults age 65 or older is on pace to grow an estimated 38% between 2015 and 2025. People over 65 are three times more likely to have a hospital stay and twice as likely to visit a physician office compared with the rest of the population. These dynamics could place upward pressure on demand for the services we provide in the coming years. Not only does the age-demographic shift affect healthcare services demand, it also complicates the supply of skilled labor, as an increasing number of clinicians are aging out of the workforce.

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Adoption of Workforce Solutions. We believe healthcare organizations increasingly seek sophisticated, innovative and economically beneficial total talent solutions that improve patient outcomes. We believe the prevalence of workforce solutions, such as MSP, VMS, RPO and workforce optimization tools, in the healthcare industry is still underpenetrated in comparison with non-healthcare sectors. During 2019, approximately 45% of our consolidated revenues were generated through MSP relationships, which we estimate is higher than our competitors. The talent shortage and significance of clinical labor in healthcare facilities’ cost structures may accelerate the adoption of strategic outsourced workforce solutions, which could place upward pressure on demand for the services we provide.

~~Supply of Healthcare Professionals~~. While reports differ on the existence and extent of current and future healthcare professional shortages, many regions of the United States are experiencing a shortage of physicians and nurses that we believe will persist in the future. According to the Association of American Medical Colleges, the physician shortage is expected to range from 61,700 to 94,700 physicians by 2025. In nursing, geographic and specialty-based shortages are also expected through 2025. Demand for our services is positively correlated with activity in the permanent labor market. When nurse vacancy rates increase, temporary nurse staffing orders typically increase as well.

~~General Demand for Healthcare Services~~. Changes in demand for healthcare services, particularly at acute healthcare hospitals and inpatient facilities, affect the demand for our services. According to the U.S. Department of Health and Human Services, the uninsured population declined by more than 20 million people between the passage of the Affordable Care Act in 2010 and 2017. Growth of the insured population contributed to a relatively sharp increase in national healthcare expenditures beginning in 2014. Current administration policy efforts may negatively impact this trend. Additionally, the U.S. population continues to age, and medical technology advances are contributing to longer life expectancy. According to the U.S. Census Bureau, the number of adults age 65 or older, who are three times more likely to have a hospital stay and twice as likely to visit a physician office compared with the rest of the population, is on pace to grow an estimated 36% between 2015 and 2025. This may place upward pressure on demand for the services we provide in the coming years. Not only does the age-demographic shift affect healthcare services demand, it also complicates the supply of skilled labor, as an increasing number of clinicians are aging out of the workforce.

~~Adoption of Workforce Solutions~~. We believe healthcare organizations are increasingly seeking sophisticated, innovative and economically beneficial workforce solutions that improve patient outcomes. We believe the prevalence of workforce solutions, such as MSP, VMS, RPO and workforce optimization tools, in the healthcare industry is still underpenetrated in comparison with non-healthcare sectors. During 2017, approximately 40% of our consolidated revenues were generated through MSP relationships, which we believe is higher than the industry average. The changes in reimbursement methodologies, coupled with clinical labor representing a significant portion of a healthcare facility’s cost structure, may accelerate the adoption of strategic outsourced workforce solutions, which would likely place upward pressure on the demand for the services we provide.

Industry Competition

The healthcare ~~temporary~~ staffing and workforce solutions industry is highly competitive. We compete in national, regional and local markets for healthcare ~~facility~~organization clients and healthcare professionals. We believe that our size, scale and sophisticated candidate acquisition processes give us access to a larger pool of available candidates than our competitors, while substantial word-of-mouth referral networks and recognizable brand names enable us to attract, engage, and grow a diverse, high-quality network of healthcare professionals. We also believe that our comprehensive suite of ~~workforce~~total talent solutions, our commitment to quality and service excellence, our execution capabilities, and our national footprint ~~and our access to a wide network of high-quality talent~~ create a compelling value proposition for our ~~clients~~existing and prospective ~~clients. We believe~~clients that ~~our size, geographic scope, broad spectrum of workforce solutions, talented and passionate team members and brand reputation~~ give us distinct, scalable advantages over smaller, local and regional competitors and companies whose service offerings, sales and execution capabilities are not as robust. The breadth of our services allows us to provide even greater value through a more strategic, consultative and solution-oriented approach to our clients. In addition, we believe that our size, scale and sophisticated candidate acquisition processes give us access to a larger pool of available, high quality candidates than most of our competitors, while substantial word-of-mouth referral networks and recognizable brand names enable us to attract, engage, and grow a diverse, high-quality network of healthcare professionals.

Larger firms, such as us, also generally have a deeper, more comprehensive infrastructure with a more established operating model and processes that provide the long-term stability and foundation for quality standards recognition, such as the Joint Commission staffing agency certification and National Committee for Quality Assurance Credentials Verification Organization certification. HRO Today named AMN Healthcare the number one position among all MSP providers in size of deals, and we also were honored in the Baker’s Dozen for quality of services, breadth of services and overall MSP capabilities. Once again, Staffing Industry Analysts recognized AMN’s U.S. industry leadership naming us as the largest temporary healthcare staffing firm, the largest travel nurse staffing provider and the largest allied healthcare staffing provider.

We are the largest provider of nurse and allied healthcare staffing in the United States. In the nurse and allied healthcare staffing business, we compete with a few national competitors together with numerous smaller, regional and local ~~companies, particularly in the per diem business.~~companies. We believe we are the third largest provider of locum tenens staffing services in the United States. The locum tenens staffing market consists of many small- to mid-sized companies with only a relatively small number of national competitors of which we are one. The interim leadership staffing, executive search services, physician permanent placement services, ~~market~~and mid-revenue cycle staffing markets, where we believe we hold ~~a strong~~ leading ~~position is~~positions, are also highly fragmented and ~~consists~~consist of many small- to mid-sized companies that do not have a national footprint. Our leading competitors vary by segment and include CHG Healthcare Services, Jackson Healthcare, Medical Solutions, RightSourcing, Cross Country ~~Healthcare, Jackson~~ Healthcare, Aya Healthcare, HealthTrust Workforce Solutions, and ~~Aureus Medical Group.~~WittKieffer. When recruiting for healthcare professionals, in addition to other executive search and staffing firms, we also compete with hospital systems that have developed their own recruitment departments.

Licensure For Our Business

Some states require state licensure for businesses that employ, assign and/or place healthcare professionals. We believe we are currently licensed in all states that require such licenses and take measures to ensure compliance with all state licensure requirements. In addition, the healthcare professionals who we employ or independently contract with are required to be individually licensed or certified under applicable state laws. We believe we take appropriate and reasonable steps to validate that our healthcare professionals possess all necessary licenses and certifications. We design our internal processes to ensure

that the healthcare professionals that we directly place with clients have the appropriate experience, credentials and skills. Our travel nurse and allied healthcare staffing divisions, all of our locum tenens brands and all of our local staffing offices have received Joint Commission certification. We have also obtained our Credentials Verification Organization certification from the National Committee for Quality Assurance.

Employees

As of December 31, ~~2017,~~2019, we had approximately ~~2,980~~3,236 corporate employees. During the fourth quarter of ~~2017,~~2019, we had an average of (1) ~~9,234~~10,462 nurses, allied and other clinical healthcare professionals, (2) ~~384~~438 executive and clinical leadership interim staff, and (3) ~~349 medical coding~~1,118 mid-revenue cycle professionals ~~and case managers~~ contracted to work for us. This does not include our locum tenens, all of whom are independent contractors and not our employees.

Additional Information

We incorporated in the state of Delaware on November 10, 1997. We maintain a corporate website at www.amnhealthcare.com. We make available our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports, as well as proxy statements and other information free of charge through our website as soon as reasonably practicable after being filed with or furnished to the Securities and Exchange Commission (“SEC”). Such reports, proxy statements and other information are also available on the SEC’s website, http://www.sec.gov.

The information found on our website and the SEC’s website is not part of this Annual Report on Form 10-K or any other report we file with or furnish to the SEC.

Special Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K, including the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains, and certain oral statements made by management from time to time, may contain, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to safe harbors under the Securities Act and the Exchange Act. We base these forward-looking statements on our current expectations, estimates, forecasts and projections about future events and the industry in which we operate. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “should,” “would,” “project,” “may,” variations of such words and other similar expressions. In addition, statements that refer to projections of financial items; anticipated growth; future growth and revenue; future economic conditions and performance; plans, objectives and strategies for future operations; and other characterizations of future events or circumstances, are forward-looking statements. Our actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Factors that could cause actual results to differ from those implied by the forward-looking statements in this Annual Report on Form 10-K are described under the caption ~~"Risk Factors"~~“Risk Factors” below, elsewhere in this Annual Report on Form 10-K and in our other filings with the SEC. ~~Shareholders,~~Stockholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.


Item 1A.	Risk Factors

You should carefully read the following risk factors in connection with evaluating us and the forward-looking statements contained in this Annual Report on Form 10-K. Any of the following risks could materially adversely affect our business or our consolidated operating results, financial condition or cash flows, which, in turn, could cause the price of our common stock to decline. The risk factors described below and elsewhere in this Annual Report on Form 10-K are not the only risks we face. Factors we currently do not know, factors that we currently consider immaterial or factors that are not specific to us, such as general economic conditions, may also materially adversely affect our business or our consolidated operating results, financial condition or cash flows. The risk factors described below qualify all forward-looking statements we make, including forward-looking statements within this section entitled “Risk Factors.”

To develop and prioritize the following risk factors, we review risks to our business that are informed by our formal Enterprise Risk Management program, industry trends, the external market and financial environment as well as dialogue with leaders throughout our organization. Our risk factor descriptions are intended to convey our assessment of each applicable

risk and such assessments are integrated into our strategic and operational planning.

Risk Factors that May Affect the Demand for Our Services

Economic downturns and slow recoveries could result in less demand from clients and pricing pressure that could negatively impactour financial condition.

Demand for staffing services is sensitive to changes in economic activity. As economic activity slows, hospitals and other healthcare entities typically experience decreased attrition and reduce their use of temporary employees before undertaking layoffs of their regular employees, which results in decreased demand for many of our service offerings. In times of economic downturn and high unemployment rates, permanent full-time and part-time healthcare facility staff are generally inclined to work more hours and overtime, resulting in fewer available vacancies and less demand for our services. Fewer placement opportunities for our temporary clinicians, physicians and ~~physicians~~leaders also impairs our ability to recruit and place them both on a temporary and permanent basis.

In addition, many healthcare facilities utilize temporary healthcare professionals to accommodate an increase in hospital admissions. Conversely, when hospital admissions decrease in economic downturns, due to reduced consumer spending, a rise in unemployment causing an increase in under- and uninsured patients or other factors, the demand for our temporary healthcare professionals typically declines. This may have an even greater negative effect on demand for physicians in certain specialties such as surgery, radiology and anesthesiology. In addition, we may experience more competitive pricing pressure during periods of decreased patient occupancy and hospital admissions, negatively affecting our revenue and profitability.

During challenging economic times, our clients, in particular those that rely on state government funding, may face issues gaining access to sufficient credit, which could result in an impairment of their ability to make payments to us, timely or otherwise, for services rendered. If that were to occur, we may increase our allowance for doubtful accounts and our days sales outstanding would be negatively affected.

If we are unable to anticipate and quickly respond to changing marketplace conditions, such as alternative modes of healthcare delivery, reimbursement and client needs, we may not remain competitive.

Patient delivery settings continue to evolve, giving rise to alternative modes of healthcare delivery, such as retail medicine, telemedicine and home health. In addition, changes in reimbursement models and government mandates are also impacting the healthcare environments.

Our success depends upon our ability to develop innovative workforce solutions, ~~and~~ quickly adapt to changing marketplace conditions, such as reimbursement changes, and evolving client needs, ~~come into compliance~~comply with new federal or state regulations and differentiate our services and abilities from those of our competitors. The markets in which we compete are highly competitive, and our competitors may respond more quickly to new or emerging client needs and marketplace conditions. The development of new service lines and business models requires close attention to emerging trends and proposed federal and state legislation related to the healthcare industry. If we are unable to anticipate changing marketplace conditions, adapt our current business model to adequately meet changing conditions in the healthcare industry and develop and successfully implement innovative services, we may not remain competitive.

Consolidation of healthcare delivery organizations could negatively affect pricing of our services and increase our concentration risk.

Healthcare delivery organizations are consolidating, providing them with greater leverage in negotiating pricing for services. Consolidations may also result in us losing our ability to work with certain clients because the party acquiring or consolidating with our client may have a previously established service provider they elect to maintain. In addition, we have seen an increase in our clients’ use of intermediaries such as vendor management service companies and group purchasing organizations that may also provide organizations with enhanced bargaining power. These dynamics each separately or together could negatively affect pricing for our services and our ability to maintain certain clients.

Hospital concentration coupled with our success in winning managed services contracts means our revenues from some larger health systems have grown and may continue to grow substantially relative to our other revenue sources. For example, Kaiser Foundation Hospitals (and its affiliates) (collectively, “Kaiser”) comprised approximately 13% of our consolidated revenue in 2019. If we were to lose Kaiser as a client or were unable to provide a significant amount of services to Kaiser, whether directly or as a subcontractor, such loss may have a material adverse effect on our revenue, results of operations and cash flows.

Intermediary organizations may impede our ability to secure new and profitable contracts with our clients.

Our business depends upon our ability to maintain our existing contracts and secure new, profitable contracts. Outside of our managed services contracts, our client contracts are not typically exclusive and our clients are generally free to offer temporary staffing assignments to our competitors. Additionally, our clients may choose to purchase these services through intermediaries such as group purchasing organizations or competitors offering MSP services, with whom we establish relationships in order to continue to provide our staffing services to certain ~~of our~~ healthcare facilities. These intermediaries may negatively affect our ability to obtain new clients and maintain our existing client relationships by impeding our ability to access and contract directly with clients and may also negatively affect the profitability of these client relationships. In addition, our inability to establish relationships with these intermediaries may result in us losing our ability to work with certain healthcare facilities.

~~Consolidation of healthcare delivery organizations could negatively affect pricing of our services and increase our concentration risk.~~

Healthcare delivery organizations are consolidating, providing them with greater leverage in negotiating pricing for services. In addition, we have seen an increase in our clients’ use of intermediaries such as vendor management service companies and group purchasing organizations that may also provide organizations with enhanced bargaining power. These dynamics each separately or together could negatively affect pricing for our services.

Hospital concentration coupled with our success in winning managed services contracts means our revenues from some larger health systems have grown and may continue to grow substantially relative to our other revenue sources. For example, Kaiser Foundation Hospitals (and its affiliates) (collectively, "Kaiser") comprised approximately 13% of our consolidated revenue in 2017. If we were to lose Kaiser as a client or were unable to provide a significant amount of services to Kaiser, whether directly or as a subcontractor, such loss may have a material adverse effect on our revenue, results of operations and cash flows.

The ability of our clients to increase the efficiency and effectiveness of their staffing management and recruiting efforts ~~through predictive analytics, online recruiting or otherwise,~~ may affect the demand for our services, which could negatively affect our ~~revenue, results of operations and cash flows.~~business.

If our clients are able to increase the effectiveness of their staffing and recruitment functions through analytics, automation or otherwise, their need for our services may decline. With the advent of technology and more sophisticated staffing management and recruitment processes, clients may be able to successfully increase the efficiency and effectiveness of their internal staffing management and recruiting efforts, through more effective planning and analytic tools, internet- or social media-based recruiting or otherwise. Such new technologies and processes could reduce the demand for our services, which could negatively affect our ~~revenue, results of operations and cash flows.~~business.

The repeal or significant erosion of the Patient Protection and Affordable Care Act (“ACA”)without a corresponding replacement may negatively affect the demand for our services.

In 2010, the adoption of the ACA brought significant reforms to the health care system that included, among other things, a requirement that all individuals have health insurance (with limited exceptions). As a result of the ACA, the uninsured population declined by more than 20 million through ~~2016.~~2017. In December 2017, the individual mandate was repealed. If the individual mandate repeal or a rollback of other aspects of the ACA, such as Medicaid expansion, actually leads to a significant reduction in demand for the healthcare services, the demand for our services may decline. If members of the investor community believe that a further repeal of, or significant changes to, the ACA are forthcoming, ~~and that such actions may significantly reduce~~including court rulings repealing the ~~number of insured or the demand for our services,~~entire ACA, it may have negative effect on the price of our common stock.

Regulatory and Legal Risk Factors

We are subject to federal and state healthcare industry regulation including conduct of operations, costs and payment for services and payment for referrals as well as laws regarding ~~employment practices and~~ government contracting.

The healthcare industry is subject to extensive and complex federal and state laws and regulations related to conduct of operations, costs and payment for services and payment for referrals. We provide workforce solutions and services on a contract basis to our clients, who pay us directly. Accordingly, Medicare, Medicaid and insurance reimbursement policy changes generally do not directly impact us. Nevertheless, reimbursement changes in government programs, particularly Medicare and Medicaid, can and do indirectly affect the demand and the prices paid for our services. For example, our clients could receive reduced or no reimbursements because of a change in the rates or conditions set by federal or state governments, which would negatively affect the demand and the prices for our services. Moreover, our hospital, healthcare facility and physician practice group clients could suffer civil and criminal penalties, and be excluded from participating in Medicare, Medicaid and other healthcare programs for failure to comply with applicable laws and regulations, which may negatively affect our profitability.

A portion of our hospital and healthcare facility clients are state and federal government agencies, where our ability to compete for new contracts and orders, and the profitability of these contracts and orders, may be affected by government legislation, regulation or policy. Additionally, in providing services to state and federal government clients and to clients who participate in state and federal programs, we are also subject to specific laws and regulations, which government agencies have broad latitude to enforce. If we were to be excluded from participation in these programs or should there be regulatory or policy changes or modification of application of existing regulations adverse to us, it would likely materially adversely affect our brand, business, results of operations and cash flows.

The success of our business depends on our ability to quickly and efficiently assist in obtaining licenses and privileges for our healthcare professionals. The costs to provide these credentialing services impact the revenue and profitability of our business.

We are also subject to certain laws and regulations applicable to recruitment and employment placement ~~agencies. Like all employers,~~agencies with which we must ~~also~~ comply ~~with various laws and regulations relating~~in order to ~~employment and pay practices. There is a risk~~continue to conduct business in that we could be subject to payment of additional wages, insurance and employment and payroll-related taxes. Because of the nature of our business, the impact of these employment and payroll laws and regulations may have a more pronounced effect on our business. These laws and regulations may also impede our ability to grow the size and profitability of our operations.particular state.

The challenge to the classification of certain of our healthcare professionals as independent contractors could adversely affect our profitability.

We treat physicians and certain advanced practitioners, such as certified nurse anesthetists, nurse practitioners and physician assistants, as independent contractors. Federal or state taxing authorities may take the position that such professionals are employees exposing us to additional wage and insurance claims and employment and payroll-related taxes. A reclassification of our locum tenens clinicians ~~and physicians~~ to employees from independent contractors could result in liability that would have a significant negative impact on our profitability for the period in which such reclassification was implemented, and would require changes to our payroll and related business processes, which could be costly. In addition, many states have laws that prohibit non-physician owned companies from employing physicians, referred to as the “corporate practice of medicine.” If our independent contractor physicians were classified as employees in states that prohibit the corporate practice of medicine, we may be prohibited from conducting our locum tenens staffing business in those states under our current business model, which may have a substantial negative effect on our revenue, results of operations and profitability.

Investigations, claims and legal proceedings alleging medical malpractice, ~~violation~~violations of employment, privacy and wage regulations and other theories of liability asserted against us could subject us to substantial liabilities.

We, along with our clients and healthcare professionals, are subject to investigations, claims and legal actions alleging malpractice or related legal theories. At times, plaintiffs name us in these lawsuits and actions regardless of our contractual obligations, the competency of the healthcare professionals, the standard of care provided by the healthcare professionals, the quality of service that we provided or our actions. In certain instances, we are contractually required to indemnify our clients against some or all of these potential legal actions.

~~Additionally,~~Like all employers, we ~~may be~~must also comply with various laws and regulations relating to employment and pay practices. We are also subject to ~~various~~certain laws and regulations applicable to recruitment and employment ~~claims, including state and federal wage and hour claims, by our corporate employees and our employed healthcare professionals~~placement agencies with which we must comply in order to continue to conduct business in that ~~could require us to pay significant additional compensation to such employees and professionals while also exposing us to sizable statutory penalties.~~specific state. We are also subject to possible claims alleging discrimination, sexual harassment and other similar activities in which we or our hospital and healthcare facility clients and their agents have allegedly engaged. We are also subject to examination of our payroll practices from various federal and state taxation authorities from time to time. Because of the nature of our business, the impact of these employment and payroll laws and regulations may have a more pronounced effect on our business. There is a risk that we could be subject to payment of significant additional wages, insurance and employment, and payroll-related taxes and sizeable statutory penalties negatively impacting our financial position, results of operations and cash flows. These laws and regulations may also impede our ability to grow the size and profitability of our operations.

As we grow and increase our leadership position, we are at greater risk for anti-competitive conduct claims such as violation of federal and state antitrust laws and unfair business practices arising from our agreements with our employees, contractors, clients and vendors.

The size and nature of our business requires us to ~~place~~collect substantial personal information of healthcare professionals and other team members that is subject to a myriad of privacy-related laws from multiple jurisdictions that regulate the use and disclosure of such information. In addition, many of our healthcare professionals ~~in the workplaces of other businesses. Many of these individuals~~ have access to client proprietary information systems and patient confidential information. AnWe may be required to incur significant costs to comply with mandatory privacy and security standards and protocols imposed by law, regulation, industry standards or contractual obligations with our clients. In addition, an inherent risk of the collection and access to such ~~activity~~information includes possible claims from unintentional or intentional misuse, disclosure or use of intentional misconduct, release, misuse or misappropriation of client intellectual property, confidential information, funds or other property, cybersecurity breaches affecting our clients or us, criminal activity, torts or other claims.this information. Such claims may result in negative publicity, injunctive relief, criminal investigations or charges, civil litigation, payment by us of monetary damages or fines, or other adverse effects on our business, which may be material.

We maintain various types of insurance coverage for these types of claims, including professional liability, errors and omissions, employment practices and cyber, through commercial insurance carriers and a wholly-owned captive insurance company. The cost of defending such claims, even if groundless, could be substantial and the associated negative publicity could adversely affect our ability to attract, retain and place qualified employees and healthcare professionals in the future. We may also experience increased insurance premiums and retention and deductible accruals that we may not be able to pass on to our clients, thereby reducing our profitability. Moreover, our insurance coverage and reserve accruals may not be sufficient to cover all claims against us.

We are also subject to examination of our payroll practices from various federal and state taxation authorities from time to time and an unforeseen negative outcome from such an exam could have a negative impact on our financial position, results of operations and cash flows.

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer and could subject us to substantial liabilities.

In the ordinary course of our business, we collect and store sensitive data, such as our proprietary business information and that of our clients as well as personally identifiable information of our healthcare professionals and employees, including full names, social security numbers, addresses, birth dates and payroll-related information, in our data centers, on our networks and in hosted SaaS-based solutions provided by third parties. Our employees may also have access to, receive and use personal health information in the ordinary course of our business. The secure processing, maintenance and transmission of this information is critical to our operations. Despite our security measures and business controls, our information technology and infrastructure, including the third party SaaS-based technology in which we store personally identifiable information and other sensitive information of our healthcare professionals and employees, may be vulnerable to attacks by hackers, breached due to employee error, malfeasance or other disruptions or subject to the inadvertent or intentional unauthorized release of information. Any such occurrence could compromise our networks and the information stored thereon could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could (1) result in legal claims or proceedings, liability under laws that protect the privacy of personal information and regulatory penalties, (2) disrupt our operations and the services we provide to our clients and (3) damage our reputation, any of which could adversely affect our profitability, revenue and competitive position.

Additionally, the possession and use of personal information and data in conducting our business subjects us to legislative and regulatory burdens in the United States and other countries. We may be required to incur significant costs to comply with mandatory privacy and security standards and protocols imposed by law, regulation, industry standards or contractual obligations with our clients.

Risk Factors Related to Our Operations, Personnel and Information Systems

Our inability to implement new infrastructure and technology systems and technology disruptions may adversely affect our operating results and ability to manage our business effectively.

We have technology, operations and human capital infrastructures to support our existing business. Our ability to deliver services to our clients and to manage our commercial technologies, internal systems and data depends largely upon our access to and the performance of our management information and communications systems, including our VMS, client relationship management systems and client/healthcare professional-facing self-service websites. These technology systems also maintain accounting and financial information upon which we depend to fulfill our financial reporting obligations. We must continue to invest in this infrastructure, and we ~~have embarked on~~are in the midst of a multi-year plan to upgrade and convert our infrastructure, back office and front office network platforms to support our growth, enhance our management and utilization of data and improve our efficiency.

Implementing new systems is costly and involves risks inherent in the conversion to a new technology platform, including loss of information, disruption to our normal operations, changes in accounting procedures and internal control over financial reporting, as well as problems achieving accuracy in the conversion of electronic data. Failure to properly or adequately address these issues could result in increased costs, loss of clients and talent, the diversion of management’s and employees’ attention and resources and could materially adversely affect our operating results, internal controls over financial reporting and

ability to manage our business effectively. Furthermore, if we are unable to continue to improve our technology and operations processes to gain efficiency and support our growth, our financial results will be adversely affected.

~~Although we have risk mitigation measures, these~~Additionally, the current legacy systems are subject to other non-environmental risks, including technological obsolescence for which there may not be sufficient redundancy or backup. These systems, and our access to these systems, are not impervious to floods, fire, storms, or other natural disasters, or service interruptions. There also is a potential for intentional and deliberate attacks to our systems, which may lead to service interruptions, data corruption or data theft. ~~Additionally, these systems are subject to other non-environmental risks, including technological obsolescence and lack of strategic alignment with our evolving business.~~ If our current or planned systems do not adequately support our operations, are damaged or disrupted or if we are unable to replace, repair, maintain or expand them, it may adversely affect our business operations and our profitability.

If we do not continue to recruit and retain sufficient quality healthcare professionals at reasonable costs, it could increase our operating costs and negatively affect our business and our profitability.

We rely significantly on our ability to recruit and retain a sufficient number of healthcare professionals who possess the skills, experience and licenses necessary to meet the requirements of our clients. With a current shortage of certain qualified nurses and physicians in many areas of the United States and the historically low unemployment rates, competition for the hiring of these professionals remains intense. We compete with healthcare staffing companies, recruitment and placement agencies, including online staffing and recruitment agencies, and with hospitals, healthcare facilities and physician practice groups to attract healthcare professionals based on the quantity, diversity and quality of assignments offered, compensation packages, the benefits that we provide and speed and quality of our service. We rely on our human capital intensive, relationship-oriented approach and national infrastructure to enable us to compete in all aspects of our business. We must continually evaluate and expand our healthcare professional network to serve the needs of our clients.

The costs of recruitment of quality healthcare professionals and providing them with attractive compensation packages may be higher than we anticipate, or we may be unable to pass these costs on to our hospital and healthcare facility clients, which may reduce our profitability. Moreover, if we are unable to recruit temporary and permanent healthcare professionals, our service execution may deteriorate and, as a result, we could lose clients. Our inability to recruit temporary and permanent healthcare professionals may be exacerbated by continued low levels of unemployment.

Our business could be harmed if we fail to further develop and evolve our current workforce solutions technology offerings and capabilities.

To achieve our strategic objectives and to remain competitive, we must continue to develop and enhance our workforce solutions technology offerings and capabilities. This may require the acquisition of equipment and software and the development of new proprietary software and capabilities, either internally or through independent consultants. If we are unable to design, develop, implement and utilize, in a cost-effective manner, technology and information systems that provide the capabilities necessary for us to compete effectively, or for any reason any interruption or loss of our information processing capabilities occurs, this could harm our business, results of operations and financial condition.

Disruption to or failures of our SaaS-based technology or our inability to adequately protect our intellectual property rights with respect to such technology could reduce client satisfaction, harm our reputation and negatively affect our business.

The performance, reliability and security of ~~the~~our SaaS-based technologies, such as ShiftWise, Medefis and Avantas Smart Square, are critical to such offerings’ operations, reputation and ability to attract new clients. Some of our clients rely on our SaaS-based technology to perform certain of their operational functions. Accordingly, any degradation, errors, defects, disruptions or other performance problems with our SaaS-based technology could damage our or our clients’ operations and reputations and negatively affect our business. ~~We are converting to new instances of our vendor management system technologies with the platform conversion heightening our risk of business disruption.~~ If any of these problems occur, our

clients may, among other things, terminate their agreements with us or make indemnification or other claims against us, which may also negatively affect us.

Additionally, if we fail to protect our intellectual property rights adequately with respect to our SaaS-based technology, our competitors might gain access to it, and our business might be harmed. Moreover, if any of our intellectual property rights ~~protecting~~associated with our SaaS-based technology, including our newly developed vendor management platforms, ~~may be~~are challenged by others or invalidated through litigation, and defending our intellectual property rights might also entail significant expense. Accordingly, despite our efforts, we may be unable to prevent third parties from using or infringing upon or misappropriating our intellectual property with respect to our SaaS-based technology, which may negatively affect our business as it relates to our SaaS-based offerings.

~~Cybersecurity risks~~Security breaches and ~~cyber~~cybersecurity incidents could compromise our information and systems adversely ~~affect~~affecting our business operations and ~~disrupt operations.~~reputation subject us to substantial liabilities.

~~Cyber~~Security breaches, including cyber incidents can result from deliberate attacks or unintentional events. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. In the ordinary course of our business, we collect and store sensitive data, such as our proprietary business information and that of our clients as well as personally identifiable information of our healthcare professionals and employees, including full names, social security numbers, addresses, birth dates and payroll-related information, in our data centers, on our networks and in hosted SaaS-based solutions provided by third parties. Our employees may also have access to, receive and use personal health information in the ordinary course of our business. The secure processing, maintenance and transmission of this information is critical to our operations.

Despite our security measures and business controls, our information technology and infrastructure, including the third party SaaS-based technology in which we store personally identifiable information and other sensitive information of our healthcare professionals and employees, may be vulnerable to attacks by hackers, breached due to employee error, malfeasance or other disruptions or subject to the inadvertent or intentional unauthorized release of information. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may not immediately produce signs of intrusion, we may be unable to anticipate these incidents or techniques, timely discover them, or implement adequate preventative measures. Our information technology and other security protocols may not provide sufficient protection, and as a result ~~we may lose~~a security reach could compromise our networks and significant information about us, or our employees, or clients. Other results of these incidents could include, but are not limited to, disrupted operations, liability for stolen assets or the disclosure of personally identifiable information of our employees or independent contractors, misstated financial data, increased cybersecurity protection costs, litigation and reputational damage adversely affecting customer or investor confidence.

~~If we do not continue to recruit and retain sufficient quality~~ healthcare professionals, ~~at reasonable costs, it~~patients or clients may be accessed, disclosed, lost or stolen.

Any such access, disclosure or other loss of information could ~~increase~~(1) result in legal claims or proceedings, liability under laws that protect the privacy of personal information and regulatory penalties, (2) disrupt our ~~operating costs~~operations and ~~negatively~~the services we provide to our clients and (3) damage our reputation, any of which could adversely affect our ~~business~~profitability, revenue and ~~our profitability.~~

We rely significantly on our ability to recruit and retain a sufficient number of healthcare professionals who possess the skills, experience and licenses necessary to meet the requirements of our clients. We compete with healthcare staffing companies, recruitment and placement agencies, including online staffing and recruitment agencies, and with hospitals, healthcare facilities and physician practice groups to attract healthcare professionals based on the quantity, diversity and quality of assignments offered, compensation packages and the benefits that we provide. We rely on our human capital intensive, relationship-oriented approach and national infrastructure to enable us to compete in all aspects of our business. We must continually evaluate and expand our temporary and permanent healthcare professional network to serve the needs of our clients.

With a current shortage of certain qualified nurses and physicians in many areas of the United States, competition for the hiring of these professionals remains intense. Our ability to recruit and retain temporary and permanent healthcare professionals depends on several factors, including our ability to provide our healthcare professionals with assignments and placements that they view as attractive and to provide competitive compensation packages. The costs of attracting healthcare professionals and providing them with attractive compensation packages may be higher than we anticipate, or we may be unable to pass these costs on to our hospital and healthcare facility clients, which may reduce our profitability. Moreover, if we are unable to recruit temporary and permanent healthcare professionals, our service execution may deteriorate and, as a result, we could lose clients.position.

The inability to quickly and properly ~~screen~~credential and match quality healthcare professionals with suitable placements may negatively affect demand for our services.

Our success depends on the quality of our healthcare professionals and our ability to quickly and efficiently assist in obtaining licenses and privileges for our healthcare professionals. The speed with which our healthcare professionals can obtain the appropriate licenses, and we can credential them depends in part, on state licensing laws. Roughly 30 states are part of the Enhanced Nurse Compact and over 20 states are part of the Physical Therapy Licensure Compact and Interstate Medical Compact Acts. A decline or change in interstate compact laws can impact our business.

Our ability to ensure the quality of our healthcare professionals also relies heavily on the effectiveness of our data and communication systems as well as properly trained and competent operational employees that ~~screen~~credential and match healthcare professionals in suitable placements. An inability to properly ~~screen,~~credential, match, and monitor healthcare professionals for acceptable credentials, experience and performance may cause clients to lose confidence in our services, which may damage our brand and reputation and result in clients opting to utilize competitors’ services or rely on their own internal resources. The costs to provide these credentialing services impact the revenue and profitability of our business.

Our operations may deteriorate if we are unable to continue to attract, develop and retain our sales and operations team members.

Our success depends heavily upon the recruitment, performance and retention of ~~our~~diverse sales and operations team members who share our values, passion and commitment to customer focus. The number of individuals who meet our qualifications for these positions is limited, and we may experience difficulty in attracting qualified candidates, especially as we diversify our offerings and our business becomes more complex. In addition, we commit substantial resources to the training, development

and support of our team members. Competition for qualified sales and operational team members in the line of business in which we operate is strong, and we may not be able to retain a sufficient number of team members after we have expended the time and expense to recruit and train them.

We are increasingly dependent on third parties for the execution of certain critical functions.

We have outsourced and offshored certain critical applications or business processes to external providers, including cloud-based, credentialing and data processing services. We exercise care in the selection and oversight of these providers. However, the failure or inability to perform on the part of one or more of these critical suppliers could cause significant disruptions and increased costs to our business as well as reputational damage.

The loss of key officers and management personnel could adversely affect our business and operating results.

We believe that the success of our business strategy and our ability to maintain our recent levels of profitability depends on the continued employment of our senior executive team. We have an employment agreement with Susan R. Salka, our President and Chief Executive Officer, through May 4, ~~2019,~~2021, which is renewable on an annual basis. Other executive members of the management team are employees at will with standard severance agreements. If members of our executive team become unable or unwilling to continue in their present positions, our business and financial results could be adversely affected.

Our inability to maintain our positive brand awareness and identity may adversely affect our results of operations.

We have invested substantial amounts in acquiring, developing and maintaining our brands, and our success depends on our ability to maintain positive brand awareness identities for existing services and effectively building up brand awareness and image for new services. We cannot assure that additional expenditures and our continuing commitment to marketing and improving our brands will have the desired effect on our brands’ value, which may adversely affect our results of operations. In addition, our brands may suffer reputational damage that could negatively affect our short- and long-term financial results. The poor performance, reputation or negative conduct of competitors may have a spillover effect adversely affecting the industry and our brand.

The expansion of social media platforms presents new risks and challenges that can cause damage to our brand and reputation.

There has been an increase in the use of social media platforms, including blogs, social media websites and other forms of internet-communication in our industry that allows access to a broad audience of interested parties. The inappropriate and/or unauthorized use of certain media vehicles by our clients, vendors, employees and contractors could increase costs, cause damage to our brand, or result in information leakage that could lead to legal implications, including improper collection and/or dissemination of personally identifiable information of candidates and clients. In addition, negative or inaccurate posts or comments about us on any social networking website could damage our reputation, brand image and goodwill.

Our inability to consummate and effectively incorporate acquisitions into our business operations may adversely affect our long-term growth and our results of operations.

We invest time and resources in carefully assessing opportunities for acquisitions, and acquisitions are a key component of our growth strategy. We have made acquisitions in the past several years to broaden the scope and depth of our ~~workforce solutions and bolster our workforce services.~~talent solutions. If we are unable to consummate additional acquisitions, we may not achieve our long-term growth goals.

Despite diligence and integration planning, acquisitions still present certain risks, including the time and economic costs of integrating an acquisition’s technology, control and financial systems, unforeseen liabilities, and the difficulties in bringing together different work cultures and personnel. Difficulties in integrating our acquisitions, including attracting and retaining talent to grow and manage these acquired businesses, may adversely affect our results of operations.

~~Future~~Businesses we acquire may have liabilities or adverse operating issues which could harm our operating results.

Businesses we acquire may have liabilities or adverse operating issues, or both, that we either fail to discover through due diligence or underestimate prior to the consummation of the acquisition. These liabilities and/or issues may include the acquired business’ failure to comply with, or other violations of, applicable laws, rules, or regulations or contractual or other obligations or liabilities. As the successor owner, we may be financially responsible for, and may suffer harm to our reputation or otherwise be adversely affected by, such liabilities and/or issues. These and any other costs, liabilities, issues, and/or disruptions associated with any past or future acquisitions could harm our reputation and operating results.

In addition, future acquisitions are accompanied by the risk that the obligations and liabilities of an acquired company may not be adequately reflected in the historical financial statements of that company and the risk that those historical financial statements may be based on assumptions that are incorrect or inconsistent with our assumptions or approach to accounting policies. Any of these material obligations, liabilities or incorrect or inconsistent assumptions could adversely impact our results of operations and financial condition.

As we develop new services and clients, enter new lines of business, and focus more of our business on providing a full range of talent solutions, the demands on our business and our operating risks may increase.

As part of our corporate strategy, we plan to extend our services to new healthcare settings, clients, and new lines of business. As we focus on developing new services, capabilities, clients, practice areas and lines of business, and engage in business in new geographic locations, our operations may be exposed to additional as well as enhanced risks.

In particular, our growth efforts place substantial additional demands on our management and other team members, as well as on our information, financial, administrative, compliance and operational systems. We may not be able to manage these demands successfully. Growth may require increased recruiting efforts, increased regulatory and compliance efforts, increased business development, selling, marketing and other actions that are expensive and entail increased risk. We may need to invest more in our people and systems, controls, compliance efforts, policies and procedures than we anticipate. As our business continues to evolve and we provide a wider range of services, we will become increasingly dependent upon our employees, particularly those operating in business environments less familiar to us. Failure to identify, hire, train and retain talented employees who share our values could have a negative effect on our reputation and our business.

The demands that our current and future growth place on our people and systems, controls, compliance efforts, policies and procedures may exceed the benefits of such growth, and our operating results may suffer, at least in the short-term, and perhaps in the long-term.

We maintain a substantial amount of goodwill and indefinite-lived intangibles on our balance sheet that may decrease our earnings or increase our losses if we recognize an impairment to goodwill or indefinite-lived intangibles.

We maintain goodwill on our balance sheet, which represents the excess of the total purchase price of our acquisitions over the fair value of the net assets and indefinite-lived intangibles we acquired. We evaluate goodwill and indefinite-lived intangibles for impairment annually, or when evidence of potential impairment exists. If we identify an impairment, we record a charge to earnings. An impairment charge to goodwill or indefinite-lived intangibles would decrease our earnings or increase our losses, as the case may be.

Risk Factors Related to Our Indebtedness and Other Liabilities

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

As of December 31, ~~2017,~~2019, our total indebtedness, less unamortized fees, equaled ~~$319.8~~$617.2 million. Our substantial indebtedness could have important consequences, including:

increasing our vulnerability to adverse economic, industry or competitive developments,

requiring a portion of our cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flows to fund operations, capital expenditures and future business opportunities,

making it more difficult for us to satisfy our obligations with respect to our indebtedness,

restricting us from making strategic acquisitions or causing us to make non-strategic divestitures,

limiting our ability to obtain additional financing for working capital, capital expenditures, product and service development, debt service requirements, acquisitions, and general corporate or other purposes, and

limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less leveraged and who, therefore, may be able to take advantage of opportunities that our substantial indebtedness may prevent us from exploiting.

Our ability to service our indebtedness will depend on our ability to generate cash in the future. We cannot provide assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available in an amount sufficient to enable us to service our indebtedness or to fund other liquidity needs. Additionally, if we are not in compliance with the covenants and obligations under our debt instruments, we would be in default, and the lenders could call the debt, which would have a material adverse effect on our business.

The terms of our debt instruments impose restrictions on us that may affect our ability to successfully operate our business.

Our debt instruments contain various covenants that could adversely affect our ability to finance our future operations or capital needs and to engage in other business activities that may be in our best interest. These covenants limit our ability to, among other things:

incur or guarantee additional indebtedness or issue certain preferred equity,

pay dividends on, redeem, repurchase, or make distributions in respect of our capital stock, prepay, redeem, or repurchase certain debt or make other restricted payments,

make certain investments,

create, or permit to exist, certain liens,

sell assets,

enter into sale/leaseback transactions,

enter into agreements restricting restricted subsidiaries’ ability to pay dividends or make other payments,

consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets,

enter into certain transactions with affiliates, and

designate restricted subsidiaries as unrestricted subsidiaries.

Our ability to comply with these covenants may be affected by events beyond our control, such as prevailing economic conditions and changes in regulations, and if such events occur, we cannot be sure that we will be able to comply. A breach of these covenants could result in a default under our debt instruments (including as a result of cross-default provisions) and, in the case of our ~~revolver~~senior credit facility under our credit agreement, permit the lenders thereunder to cease making loans to us. If there were an event of default under any of our debt instruments, holders of such defaulted debt could cause all amounts borrowed under the applicable instrument to be due and payable immediately. Our assets or cash flow may not be sufficient to repay borrowings under our outstanding debt instruments in the event of a default thereunder.

In addition, the restrictive covenants in our credit agreement require us to maintain specified financial ratios and satisfy other financial condition tests. Although we were in compliance with the financial ratios and financial condition tests set forth in our credit agreement on December 31, ~~2017,~~2019, we cannot provide assurance that we will continue to be. Our ability to meet those financial ratios and tests will depend on our ongoing financial and operating performance, which, in turn, will be subject to economic conditions and to financial, market, and competitive factors, many of which are beyond our control. A breach of

any of these covenants could result in a default under our credit agreement (and our other debt instruments to the extent the default triggers a cross default provision) and, in the case of the revolver under our credit agreement, permit the lenders thereunder to cease making loans to us. Upon the occurrence of an event of default under the credit agreement, the lenders could elect to declare all amounts outstanding thereunder to be immediately due and payable and terminate all commitments to extend further credit. Such action by the lenders could cause cross-defaults under our other debt instruments.

Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our credit agreement are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on certain of our variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. In addition, in July 2017, the U.K. Financial Conduct Authority announced that it intends to stop collecting LIBOR rates from banks after 2021. The announcement indicates that LIBOR will not continue to exist on the current basis. We are unable to predict the effect of any changes to LIBOR, the establishment and success of any alternative reference rates, or any other reforms to LIBOR or any replacement of LIBOR that may be enacted in the United Kingdom or elsewhere. Such changes, reforms or replacements relating to LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, derivatives or other financial instruments or extensions of credit held by us. As such, LIBOR-related changes could affect our overall results of operations and financial condition.

We have substantial insurance-related accruals on our balance sheet, and any significant adverse adjustments may decrease our earnings or increase our losses and negatively impact our cash flows.

We maintain accruals related to our captive insurance company and self-insured retentions for various lines of insurance coverage, including professional liability, employment practices, health insurance and workers compensation on our balance sheet. We determine the adequacy of our accruals by evaluating our historical experience and trends, related to both insurance claims and payments, information provided to us by our insurance brokers, attorneys, third-party administrators and actuarial firms as well as industry experience and trends. If such information collectively indicates that our accruals are understated, we provide for additional accruals; a significant increase to these accruals would decrease our earnings.


Item 1B.	Unresolved Staff Comments

None.

Item 2. Properties

We lease all of our properties, which consist of office-type facilities. We believe that our leased space is adequate for our current needs and that we can obtain adequate space to meet our foreseeable business needs. We have pledged substantially all of our leasehold interests to our lenders under our credit agreement to secure our obligations thereunder. We set forth below our principal leased office spaces as of December 31, ~~2017~~2019 together with our business segments that utilize them:



Location	Square Feet
San Diego, California ~~(corporate headquarters and all~~(all segments)	175,672
Dallas, Texas (all segments)	108,502


Item 3.	Legal Proceedings

From time to time, 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, ~~payroll,~~wage and hour, contract, competitor disputes and employee-related matters and include individual and collective lawsuits, as well as inquiries and investigations by governmental agencies regarding our employment practices and other compliance 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. Depending upon the particular facts and circumstances, we may also be subject to indemnification obligations under our contracts with such clients relating to these matters. We record a liability when management believes an adverse outcome from a loss contingency is both probable and the amount, or a range, can be reasonably estimated. Significant judgment is required to determine both probability of loss and the estimated amount. We review our loss contingencies at least quarterly and adjust our accruals and/or disclosures to reflect the impact of negotiations, settlements, rulings, advice of legal counsel or other new information, as deemed necessary. The most significant matters for which we have established loss contingencies are class actions related to wage and hour claims under California and Federal law. Specifically, among other claims in these lawsuits, it is alleged that certain expense reimbursements should be included in the regular rate of pay for purposes of calculating overtime rates, and that employees were not afforded required breaks or compensated for all time worked. While we believe that our wage and hour practices conform with law in all material respects, litigation is always subject to inherent uncertainty, and we are not able to reasonably predict if any matter will be resolved in a manner that is materially adverse to us beyond the amounts accrued. See additional information in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (12), Commitments and ~~Contingencies—(a) Legal.~~Contingencies.”

With regard to outstanding loss contingencies as of December 31, ~~2017,~~2019, we believe that such matters 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.


Item 4.	Mine Safety Disclosures

Not applicable.

PART II


Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock trades on the New York Stock Exchange under the symbol “AMN.” The last reported sale of our common stock on February 14, 2018 on the New York Stock Exchange was $53.90 per share. The following table sets forth, for the periods indicated, the high and low sales prices reported by the New York Stock Exchange.

Sales Price
High Low
Year Ended December 31, 2016
First Quarter $ 34.10
$ 21.24
Second Quarter $ 41.38
$ 33.02
Third Quarter $ 44.99
$ 30.96
Fourth Quarter $ 40.40
$ 26.00
Year Ended December 31, 2017
First Quarter $ 43.85
$ 33.61
Second Quarter $ 42.70
$ 34.71
Third Quarter $ 45.95
$ 34.85
Fourth Quarter $ 51.75
$ 37.71

As of February ~~14, 2018,~~20, 2020, there were 1918 stockholders of record of our common stock, one of which was Cede & Co., a nominee for The Depository Trust Company. All of our common stock held by brokerage firms, banks and other financial institutions as nominees for beneficial owners are considered to be held of record by Cede & Co., which is considered to be one stockholder of record. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are held of record by banks, brokers and other financial institutions. Because such shares are held on behalf of stockholders, and not by the stockholders directly, and because a stockholder can have multiple positions with different brokerage firms, banks and other financial institutions, we are unable to determine the total number of stockholders we have without undue burden and expense.

During the fiscal year ended December 31, ~~2017,~~2019, we did not sell any equity securities that were not registered under the Securities Act.

From time to time, we may repurchase our common stock in the open market pursuant to programs approved by our Board. We may repurchase our common stock for a variety of reasons, such as acquiring shares to offset dilution related to equity-based incentives and optimizing our capital structure. On November 1, 2016, our Board authorized us to repurchase up to $150.0 million of our outstanding common stock in the open market. Under the repurchase program announced on November 1, 2016 (the “Company Repurchase Program”), share purchases may be made from time to time beginning in the fourth quarter of 2016, depending on prevailing market conditions and other considerations. The Company Repurchase Program has no expiration date and may be discontinued or suspended at any time.

During ~~the fourth quarter of 2016,~~2018, we repurchased ~~443,353~~1,236,438 shares of our common stock at an average price of ~~$29.88~~$54.17 per share, resulting in an aggregate purchase price of ~~$13.3~~$67.0 million.

During ~~2017,~~2019, we purchased ~~486,543~~395,212 shares of common stock at an average price of ~~$41.41~~$47.30 per share, resulting in an aggregate purchase price of ~~$20.2~~$18.7 million. See “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (10)(b), Capital Stock—Treasury Stock.” The following table presents the detail of shares repurchased during ~~2017.~~2019. All share repurchases reflected in the table below were made under the Company Repurchase Program, which is the sole repurchase program of the Company currently in effect.

Period

Total
Number of
Shares (or
Units)
Purchased

Average
Price Paid
per Share
(or Unit)

Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Program

Maximum Dollar
Value of Shares (or Units)
that May Yet Be
Purchased Under the Program

June 1 - 30, 2017 9,400
$34.92 9,400
$136,410,198
September 1 - 30, 2017 177,143
$38.18 177,143
$129,641,361
November 1 - 30, 2017 300,000
$43.52 300,000
$116,575,101

Total 486,543
$41.41 486,543
$116,575,101




Period	Total Number of Shares (or Units) Purchased	Average Price Paid per Share (or Unit)	Total Number of Shares (or Units) Purchased as Part of Publicly Announced Program	Maximum Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Program
February 1 - 28, 2019	22,900	$50.50	22,900	$48,405,129
March 1 - 31, 2019	355,417	$47.16	355,417	$31,631,647
April 1 - 30, 2019	16,895	$45.80	16,895	$30,857,280

Total	395,212	$47.30	395,212	$30,857,280

We have not paid any dividends on our common stock in the past and currently do not expect to pay cash dividends or make any other distributions on common stock in the future. We expect to retain our future earnings, if any, for use in the operation and expansion of our business, to pay down debt and potentially for share repurchases. Any future determination to pay dividends on common stock will be at the discretion of our board of directors and will depend upon our financial condition, results of operations, capital requirements and such other factors as the board deems relevant. In addition, our ability to declare and pay dividends on our common stock is subject to covenants restricting such actions in the instruments governing our debt. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement.”

The information required by Item 201(d) of Regulation S-K is incorporated by reference to the ~~2018~~2020 Annual Meeting Proxy Statement (as defined in Item 10 below) under the heading “Equity Compensation Plan Information at December 31, ~~2017.~~2019.”

Performance Graph

This performance graph shall not be deemed “filed” with the SEC or subject to Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any of our filings under the Exchange Act or the Securities Act.

The graph below compares the total return on our common stock with the total return of (i) the NYSE Composite Index, and (ii) the Dow Jones US Business Training & Employment Agencies Index (“BTEA”), assuming an investment of $100 on December 31, ~~2012~~2014 in our common stock, the stocks comprising the NYSE Composite Index, and the stocks comprising the BTEA.


	12/31/12	12/31/13	12/31/14	12/31/15	12/31/16	12/31/17	12/31/14	12/31/15	12/31/16	12/31/17	12/31/18	12/31/19
AMN Healthcare Services, Inc.	100.00	127.27	169.70	268.83	332.90	426.41	100.00	158.42	196.17	251.28	289.08	317.91
NYSE Composite	100.00	126.28	134.81	129.29	144.73	171.83	100.00	95.91	107.36	127.46	116.06	145.66
BTEA	100.00	167.96	176.46	174.84	158.61	211.13	100.00	99.08	89.89	119.65	89.27	112.74



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

~~12400 High Bluff Drive,~~ 8840 Cypress Waters Boulevard	Suite ~~100~~ ~~San Diego, California~~ 300
Dallas	~~92130~~Texas	75019
(Address of principal executive offices)		(Zip Code)



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



Large ~~accelerated filer~~ x Accelerated Filer	☒	Accelerated filero	☐	Non-accelerated filero	☐
Smaller reporting companyo	☐	Emerging growth companyo	☐		☐



In Particular, Please See the Following Sections
Forward-Looking Statements		Risk Factors
Page 7		Page 7
Management’s Discussion & Analysis		Financial Statements
Page 21		Page 31



Five-Year Performance Graph	Page 18
Selected Financial Data	Page 1819
Results of Operations	Page 2223
Liquidity and Capital Resources	Page 25
Financial Statement Footnotes	Page 3839



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



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


Item		Page		Page

	PART I		PART I

1.	Business	1	Business	1
1A.	Risk Factors	7	Risk Factors	7
1B.	Unresolved Staff Comments	15	Unresolved Staff Comments	15
2.	Properties	15	Properties	16
3.	Legal Proceedings	15	Legal Proceedings	16
4.	Mine Safety Disclosures	15	Mine Safety Disclosures	16

	PART II		PART II

5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
6.	Selected Financial Data	18	Selected Financial Data	19
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
7A.	Quantitative and Qualitative Disclosures about Market Risk	30	Quantitative and Qualitative Disclosures about Market Risk	30
8.	Financial Statements and Supplementary Data	31	Financial Statements and Supplementary Data	31
9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	58	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	62
9A.	Controls and Procedures	58	Controls and Procedures	62
9B.	Other Information	60	Other Information	65

	PART III		PART III

10.	Directors, Executive Officers and Corporate Governance	60	Directors, Executive Officers and Corporate Governance	65
11.	Executive Compensation	60	Executive Compensation	65
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	60	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	65
13.	Certain Relationships and Related Transactions, and Director Independence	60	Certain Relationships and Related Transactions, and Director Independence	65
14.	Principal Accounting Fees and Services	60	Principal Accounting Fees and Services	65

	PART IV		PART IV

15.	Exhibits and Financial Statement Schedules	61	Exhibits and Financial Statement Schedules	66
16.			Form 10-K Summary	71
	Signatures	65	Signatures	72


(6)	Revenue Cycle Solutions. Our AMN Revenue Cycle Solutions brand provides skilled labor solutions for remote medical coding, clinical documentation improvement, case management, and clinical data registry, and also provides auditing and advisory services. Clients include hospitals and physician medical groups nationwide.


~~(8)~~	~~Managed Services Programs~~.~~Many of our clients and prospective clients use a number of healthcare staffing agencies to fulfill their nurse, allied and locum tenens staffing needs. We offer a comprehensive managed~~


(12)	Workforce Optimization Services.We provide workforce optimization services, including consulting, data analytics, predictive labor demand modeling and ~~SaaS-based~~SaaS-delivered scheduling technology. ~~Through the acquisition of~~Our Avantas ~~we acquired~~business provides proprietary scheduling software, Smart Square, which ~~utilizes~~uses predictive analytics to create better, more


(15)	Flex Pool Management. We offer an innovative and comprehensive workforce solution that provides technology and services to build and manage dedicated resource pools. This regional workforce model utilizes standardized processes, integrated systems, and advanced scheduling technology to mobilize clinicians and meet the growing demand of our MSP clients.



	Sales Price
	High		Low
Year Ended December 31, 2016
First Quarter	$	34.10	$	21.24
Second Quarter	$	41.38	$	33.02
Third Quarter	$	44.99	$	30.96
Fourth Quarter	$	40.40	$	26.00
Year Ended December 31, 2017
First Quarter	$	43.85	$	33.61
Second Quarter	$	42.70	$	34.71
Third Quarter	$	45.95	$	34.85
Fourth Quarter	$	51.75	$	37.71


	Fiscal Years Ended December 31,										Fiscal Years Ended December 31,
	2017		2016		2015		2014		2013		2019		2018		2017		2016		2015
	( in thousands, except per share data)										( in thousands, except per share data)
Consolidated Statements of Operations:
Revenue	$	1,988,454	$	1,902,225	$	1,463,065	$	1,036,027	$	1,011,816	$	2,222,107	$	2,136,074	$	1,988,454	$	1,902,225	$	1,463,065
Cost of revenue	1,344,035		1,282,501		993,702		719,910		714,536		1,478,642		1,439,691		1,344,035		1,282,501		993,702
Gross profit	644,419		619,724		469,363		316,117		297,280		743,465		696,383		644,419		619,724		469,363
Operating expenses:
Selling, general and administrative	399,700		398,472		319,531		232,221		218,233		508,030		452,318		399,700		398,472		319,531
Depreciation and amortization	32,279		29,620		20,953		15,993		13,545		58,520		41,237		32,279		29,620		20,953
Total operating expenses	431,979		428,092		340,484		248,214		231,778		566,550		493,555		431,979		428,092		340,484
Income from operations	212,440		191,632		128,879		67,903		65,502		176,915		202,828		212,440		191,632		128,879
Interest expense, net, and other	19,677		15,465		7,790		9,237		9,665		28,427		16,143		19,677		15,465		7,790
Income before income taxes	192,763		176,167		121,089		58,666		55,837		148,488		186,685		192,763		176,167		121,089
Income tax expense	60,205		70,329		39,198		25,449		22,904		34,500		44,944		60,205		70,329		39,198
Net income	$	132,558	$	105,838	$	81,891	$	33,217	$	32,933	$	113,988	$	141,741	$	132,558	$	105,838	$	81,891
Net income per common share:
Basic	$	2.77	$	2.21	$	1.72	$	0.71	$	0.72	$	2.44	$	2.99	$	2.77	$	2.21	$	1.72
Diluted	$	2.68	$	2.15	$	1.68	$	0.69	$	0.69	$	2.40	$	2.91	$	2.68	$	2.15	$	1.68
Weighted average common shares outstanding:
Basic	47,807		47,946		47,525		46,504		45,963		46,704		47,371		47,807		47,946		47,525
Diluted	49,430		49,267		48,843		48,086		47,787		47,593		48,668		49,430		49,267		48,843


	As of December 31,										As of December 31,
	2017		2016		2015		2014		2013		2019		2018		2017		2016		2015
	(in thousands)										(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	15,147	$	10,622	$	9,576	$	13,073	$	15,580	$	82,985	$	13,856	$	15,147	$	10,622	$	9,576
Total assets	1,253,957		1,186,881		880,432		680,731		604,288		1,931,646		1,492,721		1,253,957		1,186,881		880,432
Total notes payable, including current portion, less unamortized discount and fees	319,843		362,942		135,990		143,190		147,347		617,159		320,607		319,843		362,942		135,990
Total stockholders’ equity	562,527		449,383		347,860		256,581		217,742		736,742		638,990		562,527		449,383		347,860


Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations


	Years Ended December 31,						Years Ended December 31,
	2017		2016		2015		2019		2018		2017
Consolidated Statements of Operations:
Revenue	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue	67.6		67.4		67.9		66.5		67.4		67.6
Gross profit	32.4		32.6		32.1		33.5		32.6		32.4
Selling, general and administrative	20.1		20.9		21.8		22.9		21.2		20.1
Depreciation and amortization	1.6		1.6		1.4		2.6		1.9		1.6
Income from operations	10.7		10.1		8.8		8.0		9.5		10.7
Interest expense, net, and other	1.0		0.8		0.5		1.3		0.8		1.0
Income before income taxes	9.7		9.3		8.3		6.7		8.7		9.7
Income tax expense	3.0		3.7		2.7		1.6		2.1		3.0
Net income	6.7	%	5.6	%	5.6	%	5.1	%	6.6	%	6.7	%


	(In Thousands) Years Ended December 31,				(In Thousands) Years Ended December 31,
	2017		2016		2019		2018
Nurse and allied solutions	$	158,480	$	156,676	$	197,823	$	172,055
Locum tenens solutions	77,778		73,126		63,787		71,189
Other workforce solutions	92,793		91,936		146,716		123,823
Unallocated corporate overhead	60,412		65,335		83,463		74,436
Share-based compensation	10,237		11,399		16,241		10,815
	$	399,700	$	398,472	$	508,030	$	452,318


	Year Ended December 31,									Year Ended December 31,
	2017			2016			2015			2019			2018			2017
	(in thousands)									(in thousands)
Net cash provided by operating activities	$	115,262		$	131,851		$	56,313		$	224,862		$	226,993		$	160,518
Net cash used in investing activities	(33,446		)	(257,362		)	(116,085		)	(291,824		)	(279,337		)	(35,361		)
Net cash provided by (used in) financing activities	(77,193		)	126,290			56,200			136,599			37,511			(77,193		)



Period	Redemption Price
2019		103.844	%
2020		102.563	%
2021		101.281	%
2022 and thereafter		100	%



Period	Redemption Price
2022		102.313	%
2023		101.156	%
2024 and thereafter		100.000	%


	Fiscal Year														Fiscal Year
	2018		2019		2020		2021		2022		Thereafter		Total		2020		2021		2022		2023		2024		Thereafter		Total
Notes payable (1)	$	16,656	$	16,656	$	16,656	$	16,656	$	16,656	$	358,314	$	441,594	$	43,007	$	50,079	$	51,210	$	50,765	$	375,341	$	539,363	$	1,109,765
Operating lease obligations (2)	16,962		16,969		16,913		16,969		16,777		66,439		151,029
Senior Credit Facility (2)															5,498		6,232		6,232		6,232		6,249		175,752		206,195
Operating lease obligations (3)															18,651		18,599		18,227		17,895		16,711		33,666		123,749
Total contractual obligations	$	33,618	$	33,625	$	33,569	$	33,625	$	33,433	$	424,753	$	592,623	$	67,156	$	74,910	$	75,669	$	74,892	$	398,301	$	748,781	$	1,439,709


(1)	Amounts represent contractual amounts due under (a) the 2024 Notes and 2027 Notes, including interest based on the fixed ~~rate~~rates of 5.125%. and 4.625%, respectively, and (b) the term loan secured under the Second Amendment on February 14, 2020, including interest based on the rate in effect at December 31, 2019.


(2)	Amounts represent contractual amounts to be repaid under the Senior Credit Facility for borrowings made on February 14, 2020, including interest based on the rate in effect at December 31, 2019.


(3)	Amounts represent minimum contractual amounts with initial ~~or remaining~~ lease ~~terms and license~~ terms in excess of one ~~year.~~year, including any leases that were signed, but not yet commenced as of December 31, 2019 that create significant obligations. We have assumed no escalations in rent ~~or changes in variable expenses~~ other than as stipulated in lease ~~contracts.~~agreements.


Item 7A.	Quantitative and Qualitative Disclosures about Market Risk



	Page
Report of Independent Registered Public Accounting Firm	32
Consolidated Balance Sheets as of December 31, ~~2017~~2019 and ~~2016~~2018	3334
Consolidated Statements of Comprehensive Income for the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015~~2017	3435
Consolidated Statements of Stockholders’ Equity for the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015~~2017	3536
Consolidated Statements of Cash Flows for the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015~~2017	3637
Notes to Consolidated Financial Statements	3839



	December 31, 2019			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	82,985		$	13,856
Accounts receivable, net of allowances of $8,027 and $10,560 at December 31, 2019 and 2018, respectively	352,685			365,871
Accounts receivable, subcontractor	72,714			50,143
Prepaid expenses	11,669			12,409
Other current assets	40,446			39,887
Total current assets	560,499			482,166
Restricted cash, cash equivalents and investments	62,170			59,331
Fixed assets, net of accumulated depreciation of $132,900 and $114,413 at December 31, 2019 and 2018, respectively	104,832			90,419
Operating lease right-of-use assets	89,866			—
Other assets	120,254			96,152
Goodwill	595,551			438,506
Intangible assets, net of accumulated amortization of $151,417 and $114,924 at December 31, 2019 and 2018, respectively	398,474			326,147
Total assets	$	1,931,646		$	1,492,721
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	156,140		$	149,603
Accrued compensation and benefits	170,932			135,059
Current portion of operating lease liabilities	13,943			—
Deferred revenue	11,788			12,365
Other current liabilities	25,302			10,243
Total current liabilities	378,105			307,270
Revolving credit facility	—			120,000
Notes payable, less unamortized fees	617,159			320,607
Deferred income taxes, net	46,618			27,326
Operating lease liabilities	91,209			—
Other long-term liabilities	61,813			78,528
Total liabilities	1,194,904			853,731
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at December 31, 2019 and 2018	—			—
Common stock, $0.01 par value; 200,000 shares authorized; 49,283 issued and 46,722 outstanding at December 31, 2019 and 48,809 issued and 46,643 outstanding at December 31, 2018	493			488
Additional paid-in capital	455,193			452,730
Treasury stock, at cost (2,561 and 2,166 shares at December 31, 2019 and 2018, respectively)	(119,143		)	(100,438		)
Retained earnings	400,047			286,059
Accumulated other comprehensive income	152			151
Total stockholders’ equity	736,742			638,990
Total liabilities and stockholders’ equity	$	1,931,646		$	1,492,721



	December 31, 2017			December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	15,147		$	10,622
Accounts receivable, net of allowances of $9,801 and $11,376 at December 31, 2017 and 2016, respectively	350,496			341,977
Accounts receivable, subcontractor	41,012			49,233
Prepaid expenses	16,505			14,189
Other current assets	50,993			34,607
Total current assets	474,153			450,628
Restricted cash, cash equivalents and investments	64,315			31,287
Fixed assets, net of accumulated depreciation of $97,889 and $84,865 at December 31, 2017 and 2016, respectively	73,431			59,954
Other assets	74,366			57,534
Goodwill	340,596			341,754
Intangible assets, net of accumulated amortization of $90,685 and $72,057 at December 31, 2017 and 2016, respectively	227,096			245,724
Total assets	$	1,253,957		$	1,186,881
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	130,319		$	137,512
Accrued compensation and benefits	121,423			107,993
Current portion of notes payable	—			3,750
Deferred revenue	8,384			8,924
Other current liabilities	5,146			16,611
Total current liabilities	265,272			274,790
Notes payable, less unamortized fees	319,843			359,192
Deferred income taxes, net	27,036			21,420
Other long-term liabilities	79,279			82,096
Total liabilities	691,430			737,498
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value; 10,000 shares authorized; none issued and outstanding at December 31, 2017 and 2016	—			—
Common stock, $0.01 par value; 200,000 shares authorized; 48,411 issued and 47,481 shares outstanding, respectively, at December 31, 2017 and 48,055 shares issued and 47,612 shares outstanding, respectively, at December 31, 2016	484			481
Additional paid-in capital	453,351			452,491
Treasury stock, at cost (930 and 443 shares at December 31, 2017 and 2016, respectively)	(33,425		)	(13,261		)
Retained earnings	142,229			9,671
Accumulated other comprehensive income (loss)	(112		)	1
Total stockholders’ equity	562,527			449,383
Total liabilities and stockholders’ equity	$	1,253,957		$	1,186,881


	Common Stock			Additional Paid-in Capital			Treasury Stock					Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Total			Common Stock			Additional Paid-in Capital			Treasury Stock					Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Total
	Shares	Amount		Additional Paid-in Capital			Shares		Amount			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Total			Shares	Amount		Additional Paid-in Capital			Shares		Amount			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Total
Balance, December 31, 2014	46,639	$	466	$	434,529		—		$	—		$	(178,058	)	$	(356	)	$	256,581
Equity awards vested and exercised, net of shares withheld for payroll taxes	1,070	11		(8,256		)	—		—			—			—			(8,245		)
Excess income tax benefits from equity awards vested and exercised	—	—		7,176			—		—			—			—			7,176
Share-based compensation	—	—		10,284			—		—			—			—			10,284
Comprehensive income	—	—		—			—		—			81,891			173			82,064
Balance, December 31, 2015	47,709	$	477	$	443,733		—		$	—		$	(96,167	)	$	(183	)	$	347,860
Repurchase of common stock into treasury	—	—		—			(443	)	(13,261		)	—			—			(13,261		)
Equity awards vested and exercised, net of shares withheld for payroll taxes	346	4		(5,785		)	—		—			—			—			(5,781		)
Excess income tax benefit from equity awards vested and exercised	—	—		3,144			—		—			—			—			3,144
Share-based compensation	—	—		11,399			—		—			—			—			11,399
Comprehensive income	—	—		—			—		—			105,838			184			106,022
Balance, December 31, 2016	48,055	$	481	$	452,491		(443	)	$	(13,261	)	$	9,671		$	1		$	449,383		48,055	$	481	$	452,491		(443	)	$	(13,261	)	$	9,671	$	1		$	449,383
Repurchase of common stock into treasury	—	—		—			(487	)	(20,164		)	—			—			(20,164		)	—	—		—			(487	)	(20,164		)	—		—			(20,164		)
Equity awards vested and exercised, net of shares withheld for payroll taxes	356	3		(9,377		)	—		—			—			—			(9,374		)	356	3		(9,377		)	—		—			—		—			(9,374		)
Share-based compensation	—	—		10,237			—		—			—			—			10,237			—	—		10,237			—		—			—		—			10,237
Comprehensive income (loss)	—	—		—			—		—			132,558			(113		)	132,445			—	—		—			—		—			132,558		(113		)	132,445
Balance, December 31, 2017	48,411	$	484	$	453,351		(930	)	$	(33,425	)	$	142,229		$	(112	)	$	562,527		48,411	$	484	$	453,351		(930	)	$	(33,425	)	$	142,229	$	(112	)	$	562,527
Repurchase of common stock into treasury																					—	—		—			(1,236	)	(67,013		)	—		—			(67,013		)
Equity awards vested and exercised, net of shares withheld for payroll taxes																					398	4		(11,436		)	—		—			—		—			(11,432		)
Cumulative-effect adjustment from adoption of the new revenue recognition standard																					—	—		—			—		—			2,089		—			2,089
Share-based compensation																					—	—		10,815			—		—			—		—			10,815
Comprehensive income																					—	—		—			—		—			141,741		263			142,004
Balance, December 31, 2018																					48,809	$	488	$	452,730		(2,166	)	$	(100,438	)	$	286,059	$	151		$	638,990
Repurchase of common stock into treasury																					—	—		—			(395	)	(18,705		)	—		—			(18,705		)
Equity awards vested and exercised, net of shares withheld for payroll taxes																					474	5		(13,778		)	—		—			—		—			(13,773		)
Share-based compensation																					—	—		16,241			—		—			—		—			16,241
Comprehensive income																					—	—		—			—		—			113,988		1			113,989
Balance, December 31, 2019																					49,283	$	493	$	455,193		(2,561	)	$	(119,143	)	$	400,047	$	152		$	736,742



		Fair Value		Useful Life
				(in years)
Identifiable intangible assets
	Customer Relationships	$	68,000	10
	Tradenames and Trademarks	10,000		5
	Staffing Database	10,300		10
	Developed Technology	3,400		3
		$	91,700


	Fair Value Measurements as of December 31, 2017										Fair Value Measurements as of December 31, 2019
Assets (Liabilities)	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money market funds	$	2,713		$	2,713	$	—	$	—		$	2,508		$	2,508		$	—	$	—
Deferred compensation											(81,064		)	(81,064		)	—		—
Commercial paper	28,708			—		28,708		—			59,243			—			59,243		—
Acquisition contingent consideration liabilities	(2,070		)	—		—		(2,070		)	(23,100		)	—			—		(23,100		)



	2019			2018
Balance as of January 1,	$	(7,700	)	$	(2,070	)
Settlement of HealthSource Global contingent consideration liability for year ended December 31, 2016	—			70
Settlement of HealthSource Global contingent consideration liability for year ended December 31, 2017	—			2,000
Settlement of PDA and LFT contingent consideration liability for year ended December 31, 2018	7,000			—
Contingent consideration liability from PDA and LFT acquisition on April 6, 2018	—			(5,700		)
Contingent consideration liability from MedPartners acquisition on April 9, 2018	—			(4,400		)
Contingent consideration liability from Silversheet acquisition on January 30, 2019	(1,500		)	—
Contingent consideration liability from Advanced acquisition on June 14, 2019	(10,622		)	—
Contingent consideration liability from b4health acquisition on December 19, 2019	(3,100		)	—
Change in fair value of contingent consideration liability from PDA and LFT acquisition	—			(1,300		)
Change in fair value of contingent consideration liability from MedPartners acquisition	700			3,700
Change in fair value of contingent consideration liability from Silversheet acquisition	1,500			—
Change in fair value of contingent consideration liability from Advanced acquisition	(9,378		)	—
Balance as of December 31,	$	(23,100	)	$	(7,700	)



	As of December 31, 2019				As of December 31, 2018
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
2024 Notes	$	325,000	$	337,188	$	325,000	$	310,375
2027 Notes	300,000		301,500		—		—



	As of December 31, 2019							As of December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets subject to amortization:
Staffing databases	$	35,836	$	(13,369	)	$	22,467	$	25,536	$	(10,174	)	$	15,362
Customer relationships	273,839		(94,206		)	179,633		201,759		(75,081		)	126,678
Tradenames and trademarks	126,269		(33,545		)	92,724		112,769		(22,529		)	90,240
Non-compete agreements	4,117		(2,035		)	2,082		2,877		(1,410		)	1,467
Acquired technology	20,430		(8,262		)	12,168		8,730		(5,730		)	3,000
	$	460,491	$	(151,417	)	$	309,074	$	351,671	$	(114,924	)	$	236,747
Intangible assets not subject to amortization:
Tradenames and trademarks						$	89,400						$	89,400
						$	398,474						$	326,147