UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________



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

For the fiscal year ended December 31, 2020



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



			For the transition period from to

Commission File No.: 001-16753

AMN HEALTHCARE SERVICES, INC.



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		~~92130~~
Dallas	Texas	75019
(Address of principal executive offices)		(Zip Code)

____________________

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



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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x

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

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large ~~accelerated filer~~ x

Accelerated Filer

☒

Accelerated filero

☐

Non-accelerated filero

☐

Smaller reporting companyo

☐

Emerging growth companyo

☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨��☐ No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, ~~2017,~~2020, was ~~$1,844,580,240~~$2,111,094,202 based on a closing sale price of ~~$39.05~~$45.24 per share.

As of February ~~14, 2018~~,24, 2021, there were ~~47,658,348~~47,180,479 shares of common stock, $0.01 par value, outstanding.

Documents Incorporated By Reference: Portions of the registrant’s definitive proxy statement for the annual meeting of stockholders scheduled to be held on April ~~18, 2018~~21, 2021 have been incorporated by reference into Part III of this Form 10-K.

References in this Annual Report on Form 10-K to “AMN Healthcare,” “AMN,” the “Company,” “we,” “us” and “our” refer to AMN Healthcare Services, Inc. and its wholly owned subsidiaries. This Annual Report contains references to our trademarks and service marks. For convenience, trademarks, service marks and trade names referred to in this Annual Report do not appear with the ®, ^TM, or ^SMsymbols, but the lack of references is not intended to indicate that we will not assert our right to these trademarks, service marks and trade names.

10-K Introduction ~~& Summary~~

This section provides an overview of AMN Healthcare Services, Inc. It does not contain all of the information you should consider. Please read the entire Annual Report on Form 10-K carefully before voting or making an investment decision.

Index of frequently requested 10-K information

Overview of Our Company and Business Strategy

We are the leader and innovator in total talent solutions for the healthcare ~~workforce solutions and staffing services~~sector in the United States. ~~Our~~We are passionate about all aspects of our mission ~~is to deliver~~to:

•Deliver the ~~best~~right talent and insights to help healthcare organizations optimize their ~~workforce, provide~~workforce.

•Provide healthcare professionals opportunities to do their best work toward ~~quality~~high-quality patient ~~care, and create~~care.

•Create a values-based culture of innovation in which our team members can achieve their goals. ~~As the leader and innovator in workforce~~

Our solutions we enable our clients to optimize their workforce, ~~to successfully reduce~~simplify staffing complexity, increase efficiency and ~~enhance~~elevate the patient experience. ~~Through our~~Our comprehensive suite of talent solutions ~~we provide~~provides management, staffing, recruitment, technology, analytics, and related services to build and manage all or ~~a portion~~part of our clients’ healthcare workforce ~~needs,~~needs. We offer temporary, project, and permanent career opportunities to our healthcare professionals, from nurses, doctors, and allied health professionals to healthcare leaders and executives ~~both on~~in a ~~temporary and permanent basis.~~

~~Over~~variety of clinical settings across the past several years, we have evolved from a traditional healthcare staffing provider into a strategic healthcare workforce solutions partner to our clients. We expanded our portfolio to serve a diverse and growing set of talent-related needs. This includes managed services programs (“MSP”), vendor management systems (“VMS”), predictive analytics, workforce optimization consulting, clinical scheduling, recruitment process outsourcing (“RPO”), permanent placement, interim executives and leaders, and remote medical coding. Our clients look to usnation to help them ~~build~~achieve their personal and ~~develop high quality, flexible workforces that deliver great outcomes~~professional goals.

Our strategy is designed to support growth in the number and ~~an engaged patient experience. Our network~~size of ~~talented clinicians~~customer relationships and ~~leaders trust us to place them in an environment that helps them grow and leverage their skills and expertise.~~

When expanding our services and products, we consider the following key criteria: (1) addressing the most pressing current and future needs of our customers and talent network, (2) alignment with our core operations, expertise, and access to healthcare professionals, (3) strengthening and broadening of our client and healthcare professional relationships, (4) reduction in sensitivity to economic cycles and (5) enhancement of our long-term sustainable, differentiated business model. Since 2010, we have expanded, developed or acquired the following offerings:

~~Managed Services Programs. We acquired Medfinders, one~~expansion of the nation’s leading providers of clinical workforce MSP, accelerating our growth in this area and clearly establishing AMN Healthcare as the nation’s largest provider of clinical workforce management solutions.

~~Vendor Management Systems. Through our acquisitions of ShiftWise and Medefis,~~markets we ~~offer two industry-leading SaaS-based, vendor neutral management systems, which allows our clients to utilize a technology-based approach to more efficiently manage their contingent staffing needs.~~

~~Interim Leadership Staffing and Executive Search Services~~. We acquired B.E. Smith (“BES”) and The First String Healthcare (“TFS”), which we believe made us the nation’s largest provider of interim healthcare leadership staffing, including clinical leaders and executive leaders, healthcare executive search services and other related advisory services.

~~Workforce Optimization Services~~.Through our acquisition of Avantas, we offer workforce optimization services, including consulting, data analytics, predictive modeling and SaaS-based scheduling technology. We believe Avantas’ proprietary scheduling software helps create more cost effective staffing plans for our clients as compared to traditional methodologies.

~~Recruitment Process Outsourcing~~. We continue to invest in our RPO service line, adding technologies and other capabilities to meet our clients’ growing needs for core staff recruitment expertise and services and to capitalize on the market opportunity as it evolves.

~~Health Information Management.~~ Through our acquisition of Peak Provider Solutions (“Peak”), we offer remote medical coding, case management and related health information management auditing and consulting solutions to hospitals and physician medical groups nationwide.

~~Expanded Our Network of Qualified Healthcare Professionals~~. Through our Onward Healthcare acquisition, we increased our supply of healthcare professionals and recruiting capabilities in our traditional healthcare staffing areas of nurse, allied and locum tenens.

~~Per Diem Staffing~~. Our acquisition of Medfinders provided us an entry point into the local, or per diem, staffing market. We provide per diem staffing, often in conjunction with our larger MSP clients. Through investment in new technologies, we are streamlining the match of the right clinicians to the right assignment to meet these on-demand needs.

As a core component of our growth strategy and profitability, we also seek to strengthen and create efficiencies in our operational and technology capabilities. As a result, in 2015, we embarked on a multi-year investment in the modernization of our front office, back office and infrastructure domains. We have also increased our efforts to integrate technology-based solutions in recruitment through continued investment in our digital capabilities, mobile applications and data analytics. These efforts will provide a more seamless and efficient workflow for our team members, our healthcare professionals, and our clients. Further, updated business systems will help us realize greater scale and cost efficiencies when fully implemented.

Moving forward, we believe our strategy will enable us to continue to grow the number of customers and segments of the market we serve, while enhancing our profitability and operating leverage. This means drivingserve. Driving increased adoption of our existing ~~workforce~~talent solutions through cross-selling will deepen and ~~staffing services through cross selling and deepening~~broaden our customer ~~relationships as they grow and expand.~~relationships. We will continue to innovate, develop and invest in new, complementary solutions to our portfolio that optimize our clients’ workforce and better engage our talent ~~networks.~~network. We expect this will help us expand our strategic customer relationships to help clients address their workforce pain points, while driving more recurring revenue, with an improved margin mix that, similar to our ~~evolution to MSPs,~~leadership in managed services programs (“MSP”), will be less sensitive to economic cycles.

Over the past decade, our business has evolved beyond traditional healthcare staffing and recruitment services; we have become a strategic total talent solutions partner with our clients. We expanded our portfolio to serve a diverse and growing set of healthcare talent-related needs. In addition to our healthcare professional staffing and recruitment services, our suite of healthcare workforce solutions includes MSPs, vendor management systems (“VMS”), medical language interpretation services, predictive labor analytics, workforce optimization technology and consulting, clinical labor scheduling, recruitment process outsourcing (“RPO”), revenue cycle solutions, and credentialing software services. We enable clients to build and optimize their healthcare talent to deliver great patient outcomes and experience. Our talent network includes thousands of highly skilled, experienced professionals who trust us to place them in environments that expand and leverage their qualifications and expertise.

When developing and acquiring talent solutions, both services and technology, we consider many important criteria: (1) identifying and addressing the most pressing current and future needs of our clients and talent network; (2) alignment with our core operations, expertise, and access to healthcare professionals; (3) ways to deepen and broaden our client and healthcare professional relationships; (4) talent and technology solutions that expand the markets we serve; (5) businesses that reduce our sensitivity to economic cycles; and (6) offerings that differentiate us from competitors.

Continuous improvement of our operations and business technology is a core component of our growth strategy and profitability goals. We have accelerated the integration of technology-based solutions in our core recruitment processes through targeted investment in digital capabilities, mobile applications and data analytics. These innovations provide a more seamless and efficient workflow for our team members, our healthcare professionals and our clients. Our investments in technology systems will help us realize greater scale, agility, and cost efficiencies.

Human Capital Management

Providing total talent solutions to our clients is our primary source of revenue generation, so development of a broad base of healthcare professionals and corporate team members who are valued, respected and supported is essential to drive shareholder value and achieve our long-term growth objectives. To support these objectives, our human capital management strategy generally focuses on talent recruitment, engagement and retention, diversity, equality and inclusion, and employee health and safety. The central components of our human capital management strategy and infrastructure are described in more detail in this section below.

The strength of our human capital management infrastructure and strategy was also instrumental to our COVID-19 response in 2020. When the COVID-19 pandemic hit, the Company and its teams worked quickly to assess the impact of the pandemic on our team members, healthcare professionals, communities, clients and their patients and took immediate action to mitigate the risks to all stakeholders. Throughout the pandemic, caring for the well-being of our team members and healthcare professionals has been a primary focus. We are working hard every day to ensure that all of our team members and healthcare professionals have the resources available to help them navigate the continued challenges and stresses associated with the pandemic.

The ~~successful implementation~~care, support and safety of our ~~strategy relies~~frontline healthcare professionals was and remains at the forefront for us. We have provided our healthcare professionals with additional support from our corporate clinical staff, third party vendors providing mental health resources, sick pay while quarantined and other products and services to show our appreciation for them.

We quickly and effectively moved our roughly 3,000 corporate team members to a fully remote work environment in ~~large part upon~~March 2020 and our offices remain closed. Our team members have continued to support our clients and healthcare professionals with the ~~superior execution~~highest level of service from their home offices without a disruption in our business operations. We have provided our team members with stipends and other resources in 2020 and 2021 to establish their new working environments.

As of December 31, 2020, we had approximately 3,000 corporate team members, which includes both full-time and part-time. During the fourth quarter of 2020, we had an average of (1) 10,084 nurses, allied and other healthcare professionals, (2) 314 executive and clinical leadership interim staff, and (3) 1,239 medically qualified interpreters working for us. This does not include independent contractors, such as our locum tenens and contract interpreters, who were not our employees in 2020.

Diversity, Equality and Inclusion

At AMN, our diversity, equality and inclusion philosophy is grounded in the belief that we should respect all voices, seek diverse perspectives, and succeed when we act together as a positive force for all of humanity. We have the opportunity to make an impact on each other, our industry, and other communities by fostering a diverse team with a passion for social justice and equity. We are committed to actively engaging in building an organization and society where equality is the norm, equity is achieved, and inclusion is universal so that we may all thrive.

We believe that our diverse workforce, and inclusive environment drives the innovation and better outcomes that have made us the leader in total talent solutions. While the diverse backgrounds and experiences we seek are broad, here is a snapshot of some of the diversity of our ~~key initiatives~~team as of January 2021: 65% of our team members are women; 64% of our supervisor

through senior manager roles are held by women; 56% of our ~~management, sales~~board of directors are women; 32% of our team members are non white; our team is 57% Millennials, 34% Generation X, 8% Baby Boomers, and ~~operations teams. Accordingly,~~less than 1% other generations; and team members self-identified as veterans, disabled, and LGBTQ+, each represent approximately 2% of our ~~employment value proposition is differentiated to attract~~team. In 2019 and retain high-quality team members. We foster a growth-oriented, values-driven culture, talented leadership, and a collegial work environment that challenges us to develop and meet our personal and professional goals. In 2017,2020, AMN was ~~recognized as #11 on the Fortune 100 Fastest Growing Companies list and was also~~ named to the ~~2018 Human Rights Campaign Corporate Equality Index and 2018~~ Bloomberg Gender-Equality Index. AMN ~~continues~~also received a top ranking – 95 out of 100 – in the Human Rights Campaign Foundation’s 2021 Corporate Equality Index. We believe that our robust human capital management infrastructure and commitment to bediversity, equality and inclusion is fundamental to our continued recognition as one of America’s Most Responsible Companies in 2020 and 2021. In addition, the Women’s Forum of New York and 2020 Women on Board recently recognized us for advancing gender parity in the boardroom.

Team Member Engagement

To assess the engagement of our team members and take action to mitigate risks associated with workforce engagement, development and retention, we conduct an annual survey to assess the engagement of our team members. While the format of our annual survey varies from year to year to best capture different measures of employee engagement, the results of each assessment are discussed with our board of directors, and is incorporated into our annual human capital management strategic planning process. In 2019, our overall employee engagement was measured at 80%. We did not conduct an annual engagement survey in 2020 due to the disruptions presented by the COVID-19 pandemic. In the Spring of 2020, we surveyed our team members to see how they were doing in the new environment and also solicited feedback on how they thought the Company was handling the pandemic. We were pleased with the results, with the team members providing high marks noting that the Company placed their safety as ~~a leading employer~~paramount and was ~~recognized as a 2017 Becker’s Hospital Review Top 150 Places to Work~~very transparent in ~~Healthcare and 2017 National Best & Brightest Companies to Work For lists. HRO Today awarded AMN Healthcare and our client, BJC HealthCare, as their 2017 Partnership~~

~~in Recruiting Excellence recipient, and Staffing Industry Analysts recognized AMN’s U.S. industry leadership naming us again as~~communications about the ~~largest temporary healthcare staffing firm, the largest travel nurse staffing provider~~current situations and the ~~largest allied healthcare staffing provider.~~evolving future.

In addition, during 2020, we focused our attention and efforts on increasing engagement through our growing number of employee resource groups. Best practice research indicates that team member engagement and retention is positively impacted if team members are connected to like-minded peers and leaders. To build an inclusive infrastructure of employee resource groups that closely aligns with the diverse interests and backgrounds of our team members, we believe we have invested into and dedicated the necessary resources. As of December 31, 2020, we actively supported seven employee resource groups and approximately 30% of our corporate team members are members of a resource group. Each of our employee resource groups is sponsored by members of our executive team.

In ~~2017,~~2020, we conducted our business through three reportable segments: (1) nurse and allied solutions, (2) ~~locum tenens~~physician and leadership solutions and (3) ~~other~~technology and workforce solutions. We ~~set forth~~describe each segment’s revenue and operating ~~income~~results under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.” Through our business segments, we provide our healthcare clients with a wide range of workforce solutions and staffing services as set forth below.

(1)Travel Nurse Staffing.We provide clients with nurses, most of them registered nurses, to work temporary assignments under our flagship brand, American Mobile, as well as under our Onward Healthcare ~~and Nurses Rx brands.~~brand. Assignments in acute-care hospitals, including teaching institutions, trauma centers and community hospitals, comprise the majority of our assignments. The length of the assignment varies with a typical travel nurse assignment of 13 weeks. Under our ~~O’Grady-Peyton~~O’Grady Peyton brand, we also recruit nurses internationally from English speaking countries who immigrate to the United States under a permanent resident visa (Green Card) and who typically work for us for a period of 24 months.

~~Rapid Response Nurse Staffing and Labor Disruption Services~~.We provide a shorter-term staffing solution of typically up to eight weeks under our NurseChoice brand to address hospitals’ urgent need for registered nurses, including electronic medical records conversion projects. NurseChoice is targeted to recruit and staff nurses who can begin assignments within one to two weeks in contrast to the three to five week lead time that may be required for travel nurses. We also provide labor disruption services for clients involved in strikes of nurses and allied professional staff through our HealthSource Global Staffing brand.

~~Local, or Per Diem, Staffing~~. Through our Nursefinders brand, we provide our clients local staffing, often in support of our MSP clients. Local staffing involves the placement of locally-based healthcare professionals, predominantly nurses, on daily shift work on an as-needed basis. Hospitals and healthcare facilities often give only a few hours’ notice of their local staffing assignments that require a turnaround from their staffing agencies of generally less than 24 hours.

~~Locum Tenens Staffing~~. We place physicians of all specialties, advanced practice clinicians and dentists on an independent contractor basis on temporary assignments with all types of healthcare organizations throughout the United States, including hospitals, health systems, medical groups, occupational medical clinics, psychiatric facilities, government institutions and insurance companies. We recruit these professionals nationwide and typically place them on assignment lengths ranging from a few days up to one year. We market these services through our Staff Care and Locum Leaders brands.

~~Allied Staffing~~.We provide allied health professionals, both on a travel and local staffing basis, under the Med Travelers and Club Staffing brands to acute-care hospitals and other healthcare facilities such as skilled nursing facilities, rehabilitation clinics, and retail and mail-order pharmacies. Allied health professionals include such disciplines as physical therapists, respiratory therapists, occupational therapists, medical and radiology technologists, lab technicians, speech pathologists, rehabilitation assistants and pharmacists.

~~Physician Permanent Placement Services~~. We provide physician permanent placement services to hospitals, healthcare facilities and physician practice groups throughout the United States. Using a distinct consultative approach that we believe is particularly client-oriented, we perform the vast majority of these services on a retained basis through our Merritt Hawkins and MillicanSolutions (“Millican”)brands. To a smaller degree, we also perform these services on a contingent basis through our Kendall & Davis brand. We also provide physician and executive leadership search services focused on serving academic medical centers and children’s hospitals nationwide through our MillicanSolutions brand. Our broad specialty offerings include over 70 specialist and sub-specialist opportunities such as internal medicine, family practice and surgery.

~~Interim Leadership Staffing and Executive Search Services~~.Through our recent acquisitions of BES and TFS, we provide executive and clinical leadership interim staffing, healthcare executive search services and advisory services. Practice areas include senior healthcare executives, physician executives, chief nursing officers and other clinical and operational leaders. This business line provides us greater access to the “C-suite” of our clients and prospective clients, which we believe helps improve our visibility as a strategic partner to them and helps provide us with cross-selling opportunities.

~~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~~

(2)Rapid Response Nurse Staffing and Labor Disruption Services.We provide a shorter-term staffing solution of typically up to eight weeks under our NurseChoice and HealthSource Global Staffing brands to address hospitals’ urgent need for registered nurses. NurseChoice and HealthSource Global Staffing recruit and place nurses who can begin assignments within one to two weeks in contrast to the three to five week lead time that may be required for travel nurses. We also provide labor disruption services for clients involved in strikes of nurses and allied professional staff through our HealthSource Global Staffing brand.

(3)Local, or Per Diem, Staffing. Through our Nursefinders brand, we provide our clients local staffing, often in support of our MSP clients. Local staffing involves the placement of locally-based healthcare professionals on daily shift work on an as-needed basis. Hospitals and healthcare facilities often give only a few hours’ notice of their local staffing assignments that require a turnaround from their staffing agencies of generally less than 24 hours.

(4)Locum Tenens Staffing. We place physicians of all specialties, advanced practice clinicians and dentists on an independent contractor basis on temporary assignments with all types of healthcare organizations throughout the United States, including hospitals, health systems, medical groups, occupational medical clinics, psychiatric

facilities, government institutions and insurance companies. We recruit these professionals nationwide and typically place them on assignment lengths ranging from a few days up to one year. We market these services through our Staff Care and Locum Leaders brands.

(5)Allied Staffing.We provide allied health professionals under the Med Travelers and Club Staffing brands to acute-care hospitals and other healthcare facilities such as skilled nursing facilities, rehabilitation clinics, schools, and retail and mail-order pharmacies. Allied health professionals include such disciplines as physical therapists, respiratory therapists, occupational therapists, medical and radiology technologists, lab technicians, speech pathologists, rehabilitation assistants and pharmacists.

(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.

(7)Physician Permanent Placement Services. We provide retained search, physician permanent placement services to hospitals, healthcare facilities and physician practice groups throughout the United States through our Merritt Hawkinsbrand.

(8)Interim Leadership Staffing and Executive Search Services.Under the brand name B.E. Smith, we provide executive and clinical leadership interim staffing, healthcare executive search services and advisory services. Practice areas include senior healthcare executives, physician executives, chief nursing officers and other clinical and operational leaders. We also provide physician executive leadership search services focused on serving academic medical centers and children’s hospitals nationwide. This business line provides us greater access to the “C-suite” of our clients and prospective clients, which we believe helps improve our visibility as a strategic partner to them and helps provide us with cross-selling opportunities.

(9)Recruitment Process Outsourcing. We offer our clients RPO services, customized to their particular needs, in which we recruit, hire and/or onboard permanent clinical and nonclinical positions on behalf of the client. Our RPO program leverages our expertise and support systems to replace or complement a client’s existing internal recruitment functions for permanent hiring needs, providing cost-effective flexibility to our clients to determine how to best obtain and use recruiting resources.

(10)Managed Services Programs.Many of our clients and prospective clients use a number of healthcare staffing agencies to fulfill their healthcare professional needs. We offer a comprehensive managed services program, in which we manage all or a portion of a client’s ~~contingent~~ staffing needs. This service includes both the placement of our own healthcare professionals and the utilization of other staffing agencies to fulfill the client’s staffing needs. We believe an MSP ~~reduces redundancies~~increases efficiencies and cost savings for our clients and ~~allows them to optimize their~~facilities staffing ~~utilization.~~optimization. We often use our own VMS technology as part of our MSP, which we believe further enhances the value of our service offering. In ~~2017,~~2020, we had approximately ~~$1.2~~$1.7 billion in annualized gross billings under management under our MSPs and approximately ~~40%~~50% of our consolidated revenue flowed through MSP relationships, ~~compared~~which has steadily increased over the past decade.

(11)Language Interpretation Services.Through our acquisition of Stratus Video, our AMN Language Services division provides healthcare interpretation services via remote video, over the phone, and onsite in-person. These services are all supported by proprietary technology platforms, which enable real-time routing of video and audio calls, drive client efficiency with an in-person scheduling mobile application, and power interoperability with multiple telehealth platforms.

(12)Vendor Management Systems.Some clients and prospective clients prefer a vendor-neutral VMS technology that allows them to self-manage procurement of contingent clinical labor and their internal float pool. We provide three software as a service (“SaaS”)-based VMS technologies, ShiftWise, Medefis and b4health, to clients that desire this option. Our VMS technologies provide, among other things, control over a wide variety of tasks via a single system and consolidated reporting. In 2020, we had approximately 1%$1.9 billion in ~~2008.~~annualized gross billings flow through our VMS programs.

~~Vendor Management Systems~~.Some clients and prospective clients wish to utilize a vendor-neutral VMS technology that allows them to self-manage the procurement of their contingent clinical labor. We provide two VMS technologies, ShiftWise and Medefis, to clients that desire this option. Our VMS technology provides, among other things, control over a wide variety of tasks via a single system and consolidated reporting. In 2017, we had approximately $1.2 billion in annualized gross billings flow through our VMS programs, for which we typically earn a 4-5% fee.

(13)Workforce Optimization Services.We provide workforce optimization services, including consulting, data analytics, predictive labor demand modeling and SaaS-delivered scheduling technology. Our Avantas business provides proprietary scheduling software, Smart Square, that uses predictive analytics to create better, more accurate and timely staffing plans for a client, which has been demonstrated to reduce a client’s clinical labor spend.

(14)Credentialing Services. Through our acquisition of Silversheet, we provide innovative credentialing software solutions to clinicians and healthcare enterprises. Silversheet’s products help reduce the complexity and challenges of the clinician credentialing process, enhance our clients’ ability to provide safe, effective, and high-quality medical care for patients, and greatly improve the clinician experience.

(15)Digital Staffing. Through investment in new technologies, we are streamlining the match of the right clinicians to the right assignment to meet the on-demand needs of our clients. The AMN Passport and AMN hub mobile applications allow nurses and allied professionals to quickly search hundreds of jobs, book assignments that match their qualifications and availability, and receive instantaneous alerts and updates, helping our clients quickly fill workforce gaps.

(16)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.

We typically experience modest seasonal fluctuations during our fiscal year and they tend to vary among our business segments. These fluctuations can vary slightly in intensity from year to year. Over the past five years, these seasonal fluctuations have been muted in our consolidated results.

~~Recruitment Process Outsourcing~~. We offer our clients RPO services, customized to their particular needs, pursuant to which we recruit, hire and/or onboard permanent clinical and nonclinical positions on behalf of the client. Our RPO program leverages our expertise and support systems to replace or complement a client’s existing internal recruitment function for permanent staffing needs, providing flexibility to our clients to determine how to best garner the recruiting resources necessary to fill their permanent staffing needs.

~~Workforce Optimization Services~~.We provide workforce optimization services, including consulting, data analytics, predictive modeling and SaaS-based scheduling technology. Through the acquisition of Avantas, we acquired proprietary scheduling software, Smart Square, which utilizes predictive analytics to create better, more accurate and timely staffing plans for a client, which we believe effectively reduces the client’s aggregate clinical labor spend.

~~Health Information Management.~~ Through our recent acquisition of Peak, we offer remote medical coding, case management and related health information management consulting solutions to hospitals and physician medical groups nationwide.

Our Healthcare Professionals

The recruitment ~~and retention~~ of a sufficient number of qualified healthcare professionals to work on temporary assignments ~~on our behalf~~and for placement at healthcare organizations is critical to the success of our business. Healthcare professionals choose temporary assignments for a variety of reasons that include seeking flexible work opportunities, exploring diverse practice settings, building skills and experience by working at prestigious healthcare facilities, ~~avoiding the demands and political environment of working as permanent staff,~~ working through life and career transitions, and as a means of access into a permanent staff position.

We recruit our healthcare professionals, depending on the particular service line, under the following brands: American Mobile, Nursefinders, NurseChoice, ~~NursesRx,~~ HealthSource Global Staffing, Onward Healthcare, O’Grady Peyton International, Med Travelers, Club Staffing, ~~Onward Healthcare,~~Staff Care, Locum Leaders, B.E. Smith, ~~The First String Healthcare, O’Grady Peyton International, Staff Care~~Merritt Hawkins, and ~~Locum Leaders. We believe that our~~AMN Revenue Cycle Solutions. Our multi-brand recruiting strategy ~~together with our~~is supported by innovative and effective marketing programs that focus on lead management, including our digital presence on websites, social media, and mobile ~~applications, and our word-of-mouth~~applications. Word-of-mouth referrals from the thousands of current and former healthcare professionals ~~who~~ we have placed ~~enhances~~enhance our effectiveness at reaching ~~a larger number of~~ healthcare professionals. ~~While we are committed~~

Our process to this multi-brand strategy, we regularly assess our brands to drive brand clarity and maximize efficiencies. As a result of this evaluation, during 2016 we consolidated our Linde Healthcare brand into the Locum Leaders brand that we acquired in 2015.

When recruiting for healthcare professionals, in addition to other recruitment and staffing firms, we also compete with hospital systems that have developed their own recruitment departments and interim staffing pools. We believe that we attract and retain healthcare professionals ~~because of our~~for temporary assignments and permanent placement depends on (1) offering a large selection of ~~assignment locations,~~assignments and placements in a variety of geographies and settings ~~and~~with opportunities ~~providing~~for career development, (2) creating attractive compensation packages, (3) developing passionate, knowledgeable recruiters and service professionals who understand the needs of our healthcare professionals and provide a personalized approach, and (4) ~~excellent reputation.~~maintaining a reputation for service excellence. The attractive compensation package that we provide our temporary healthcare professionals includes a competitive wage, professional development opportunities, professional liability insurance, 401(k) plan and health insurance. ~~In addition, we may provide reimbursements for meals and incidentals, travel and housing, or we may provide company housing if a healthcare professional elects not to receive reimbursement.~~

Our Geographic Markets and Client Base

During each of the past three years, (1) we generated substantially all of our revenue in the United States and (2) substantially all of our long-lived assets were located in the United States. We typically generate revenue in all 50 states. During ~~2017,~~2020, the largest percentages of our revenue were concentrated in California, Texas and New York.

~~Over~~More than half of our temporary and contract healthcare professional assignments occur at acute-care hospitals. In addition to acute-care hospitals, we provide services to sub-acute healthcare facilities, physician groups, rehabilitation centers, ~~dialysis clinics, pharmacies,~~schools, home health service providers and ambulatory surgery centers. Our clients, many of the largest and most prestigious and progressive health care systems in the country, include Kaiser Foundation Hospitals, New York Presbyterian Health System, MedStar Health, HCA, Stanford Hospital and Clinics, Johns Hopkins Health System, Providence Health, PeaceHealth and Partners Healthcare.country. Kaiser Foundation Hospitals (and its affiliates), to whom we provide clinical managed services, comprised approximately ~~13%~~14% of our consolidated revenue and ~~18%~~17% of our ~~nursing~~nurse and allied solutions segment’s revenue for the twelve months ended December 31, ~~2017.~~2020. No other client healthcare system or single client facility comprised more than 3%5% of our consolidated revenue for the twelve months ended December 31, 2017. Our success in winning MSP contracts means some larger health systems have grown and may continue to grow more significantly relative to our other revenue sources. The dynamics could lead to a greater client concentration than we have historically experienced.2020.

The primary markets in which we compete are U.S. temporary and contract healthcare staffing, workforce solutions and ~~workforce solutions.~~executive search. Staffing Industry Analysts (“SIA”) estimates that the segments of the ~~target market in which we primarily operate have an aggregate 2018 estimated market size~~healthcare staffing markets of ~~$17 billion, of which~~ travel nurse, per diem nurse, locum tenens and allied healthcare ~~comprise $5.4~~have an aggregate 2020 estimated market size of $17.3 billion, ~~$3.7~~comprising $6.7 billion, ~~$3.7~~$3.5 billion, $3.4 billion and ~~$4.2~~$3.7 billion, respectively. We also operate within the interim leadership, executive search, physician permanent placement, RPO, VMS, revenue cycle solutions, and workforce optimization ~~services, medical coding, case management~~ and consulting services markets. We estimate the ~~market potential~~size of these additional ~~segments~~markets to be at least ~~$5 billion.~~$5.0 billion in 2020.

Industry Demand Drivers

Many factors affect the demand for ~~temporary~~contingent and permanent healthcare ~~staffing,~~talent, which, accordingly, affects the size of the markets in which we primarily operate. Of these many factors, we believe the following serve as some of the most significant drivers of demand.

•Economic Environment and Employment Rate. ~~The demand~~Demand for our services is affected by growth inof the U.S. economy, which ~~impacts~~influences the employment rate. Growth in real U.S. gross domestic product generally ~~correlates to~~drives rising employment rates. ~~When these macro-drivers are positive, it~~Favorable macro drivers typically ~~results~~result in increased demand for our ~~services and vice versa.~~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 ~~have a relatively more~~find it increasingly difficult ~~time finding~~to obtain and retain permanent ~~staffing to fill their needs.~~

staff.

•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~~46,900 to ~~94,700~~121,900 physicians by ~~2025.~~2032. In nursing, geographic and specialty-based shortages are also expected through ~~2025.~~2030, and we believe have been exacerbated by the COVID-19 pandemic. 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 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 2018 million people between ~~the passage of the Affordable Care Act in~~ 2010 and ~~2017.~~2018. 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. 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 5.4% annual rate from 2019-2028. According to the U.S. Census Bureau, the number of adults age 65 or older ~~who~~is on pace to grow an estimated 80% between 2020 and 2030. 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, is on pace to grow an estimated 36% between 2015 and 2025. This may~~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.

•Adoption of Workforce Solutions. We believe healthcare organizations ~~are~~ increasingly ~~seeking~~seek sophisticated, innovative and economically beneficial ~~workforce~~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 ~~2017,~~2020, approximately ~~40%~~50% of our consolidated revenues were generated through MSP relationships, which we ~~believe~~estimate is higher than ~~the industry average.~~our competitors. The ~~changes in reimbursement methodologies, coupled with~~talent shortage and significance of clinical labor ~~representing a significant portion of a~~in healthcare ~~facility’s~~facilities’ cost ~~structure,~~structures may accelerate the adoption of strategic outsourced workforce solutions, which ~~would likely~~could 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 comprehensive suite of total talent solutions, our commitment to quality and service excellence, our execution capabilities, and our national footprint create a compelling value proposition for our existing and prospective clients that give us distinct, scalable advantages over smaller, local and regional competitors and companies whose solution offerings, sales and execution capabilities are not as robust. The breadth of our talent solutions allows us to provide even greater value through a more strategic and consultative 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. We also believe that our comprehensive suite of workforce solutions, our commitment to quality and service excellence, our execution capabilities, our national footprint and our access to a wide network of high-quality talent create a compelling value proposition for our clients and prospective clients. We believe 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.

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, in 2020, 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 healthcare interim leadership staffing, healthcare executive search services, and physician permanent placement services ~~market~~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. We also believe we have a market-leading share in managed services solutions, including VMS and MSP, and healthcare language interpretation services, which is the fastest growing market segment, after our acquisition of Stratus Video. 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~~and locum tenens ~~brands and all of our local~~ staffing ~~offices~~divisions have received Joint Commission certification. We have also obtained our Credentials Verification Organization certification from the National Committee for Quality Assurance.

~~Employees~~Government Regulation

AsWe are subject to the laws of ~~December 31, 2017,~~the United States and certain foreign jurisdictions in which we operate and the rules and regulations of various governing bodies, which may differ among jurisdictions. Compliance with these laws, rules and regulation has not had, ~~approximately 2,980 corporate employees. During the fourth quarter~~and is not expected to have, a material effect on our capital expenditures, results of 2017, we had an average of (1) 9,234 nurses, allied and other clinical healthcare professionals, (2) 384 executive and clinical leadership interim staff, and (3) 349 medical coding 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.operations, or competitive position.

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~~

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

The widespread outbreak of illness or other public health crisis could have an adverse effect on our business, financial condition and results of operations.

We could be negatively affected by the widespread outbreak of an illness or any other public health crisis. The COVID-19 pandemic has negatively impacted the global economy and created significant volatility and disruption of financial markets. There remains a significant risk that the “shelter-in-place” orders, quarantines, restrictions in and access to non-emergency healthcare services and restrictions on travel and mass gatherings that were ordered throughout 2020 and into 2021 to slow the spread of the virus may, once relaxed, be reinstituted if COVID-19 rates climb in parts of the country. In addition, many “non-essential” businesses continue to restrict their operations or have shifted to a remote working environment, which restricts, and may continue to restrict, the delivery of non-emergency healthcare.

Demand for our staffing services and workforce technology solutions has fluctuated significantly over the course of the COVID-19 pandemic. Demand for non-essential and elective healthcare has been negatively impacted by the COVID-19 pandemic. During 2020, many hospitals and other healthcare entities significantly decreased, and may continue to restrict, their utilization of certain temporary healthcare professionals, interpreters, coders and permanent recruitment and placement services, which resulted, and may continue to result, in decreased demand for many of our service offerings and utilization of our workforce technology platforms. Many individuals may continue to forgo non-essential and elective healthcare even after “safer at home” restrictions and recommendations are lifted, which could negatively impact healthcare utilization and demand for our services. We expect that any decreased demand resulting from decreased healthcare utilization will have an adverse effect on our business, financial condition and results of operations. We are unable to predict the duration and extent to which demand for our services will be negatively impacted by the COVID-19 pandemic.

In addition, the significant spike in unemployment that has resulted, and may continue to result, from the COVID-19 pandemic will likely cause an increase in under- and uninsured patients, which generally results in a reduction in overall healthcare utilization and a decrease in demand for our services. At this time, we are unable to predict the duration and extent to which our businesses will be negatively impacted by the increased unemployment and under- and uninsured rates resulting from the COVID-19 pandemic.

The COVID-19 pandemic, and any other outbreak of illness or other public health crises, may also disrupt our operations due to the unavailability of our corporate team members or healthcare professionals due to illness, risk of illness, quarantines, travel restrictions or other factors that limit our existing or potential workforce and pool of candidates. In addition, we may experience negative financial effects related to the COVID-19 pandemic due to higher workers’ compensation and health insurance costs, for which we are largely self-insured. We may also be subject to claims regarding the health and safety of our healthcare professionals and our corporate team members.

Given the economic impact the COVID-19 pandemic has had on the financial condition of many hospitals and healthcare systems, many of our clients have experienced cash flow issues and difficulty gaining access to sufficient credit, which has, in some cases, impaired their ability to make payments to us, timely or otherwise, for services rendered and we experienced an increase to our allowance for credit losses for accounts receivable in 2020 that may continue due to the uncertainly caused by the COVID-19 pandemic. We may also be subject to claims from these clients relating to the ability to provide services under terms and conditions that they believe are fair and reasonable.

The foregoing and other continued disruptions to our business as a result of COVID-19 could have an adverse effect on our business, financial condition and results of operations. The extent of the impact of COVID-19 on our operational and financial performance will depend on future developments, including the duration and spread of the COVID-19 outbreak, which is highly uncertain and cannot be predicted at this time.

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, our clients may increase their use of intermediaries such as vendor management service companies and group purchasing organizations that may enhance their 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 14% of our consolidated revenue in 2020. 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~~that 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 2018 million ~~through 2016.~~people between 2010 and 2018. In December 2017, the individual mandate was repealed. If there is a rollback of aspects of the ~~individual mandate repeal actually leads~~ACA, such as Medicaid expansion, it may lead to a significant reduction in demand for ~~the~~ healthcare services and 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

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

Like all employers, we must also comply with various laws and regulations relating to employment and pay practices and from time to time may be subject to individual and class action lawsuits related to alleged wage and hour violations under California and Federal law. We are 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. While we believe that our employment and pay practices materially comply with all applicable laws and regulations, we are nonetheless named as defendants in these lawsuits and actions.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. In addition, our involvement in these matters and any related adverse rulings may result in increased costs and expenses, cause us from time to time to significantly increase our legal accruals and/or modify our pay practices, all of which would likely have an adverse impact on our financial performance and profitability.

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.

The size and nature of our business requires us to 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 have access to client proprietary information systems and patient confidential information. 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. In addition, an inherent risk of the collection and access to such information includes possible claims from unintentional or intentional misuse, disclosure or use of 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 are also subject to certain laws and regulations applicable to recruitment and employment placement agencies with which we must comply in order to continue to conduct business in that specific state.

As we grow and increase our leadership position, we are at greater risk for anti-competitive conduct claims and investigations, such as violation of federal and state antitrust laws, unfair business practices and “price-gouging.”

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 and for other claims such as wage and hour practices we are uninsured. 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 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~~talent solutions and ~~services~~technologies 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~~that 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~~that 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 state laws and regulations applicable to ~~recruitment and placement agencies. Like all employers,~~“nursing pools” 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~~Historically, we have treated our locum tenens, which include physicians and certain advanced practitioners, such as certified nurse anesthetists, nurse practitioners and physician assistants, as independent contractors. Certain state laws regarding classification of independent contractors have been modified in the past few years and as a result, we have altered our classification of certain locum tenens providers in certain instances.Other states and/or the Federal government may choose to adopt similar restrictions that may require us to expand our employee classifications for locum tenens. If this occurs, it could increase our employee costs and expenses and could negatively impact our profitability.

In addition, Federal or state taxing authorities may take the position that ~~such professionals~~locum tenens 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 of employment and wage regulations and other theories of liability asserted against us could subject us to substantial liabilities.

Additionally, we may be subject to various employment claims, including state and federal wage and hour claims, by our corporate employees and our employed healthcare professionals that could require us to pay significant additional compensation to such employees and professionals while also exposing us to sizable statutory penalties. 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. 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 nature of our business requires us to place our healthcare professionals in the workplaces of other businesses. Many of these individuals have access to client proprietary information systems and confidential information. An inherent risk of such activity includes possible claims 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. 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 and employment practices, 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 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, 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 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.

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 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, any of our intellectual property rights protecting our SaaS-based technology, including our newly developed vendor management platforms, may be 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 and cyber incidents could adversely affect our business and disrupt operations.~~

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. 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 may not provide sufficient protection, and as a result we may lose 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 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 rising clinician burnout rates resulting from the COVID-19 pandemic, an ongoing shortage of certain qualified nurses and physicians in many areas of the United States and low unemployment rates for nurses and physicians, 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, ~~and~~ the benefits that we ~~provide.~~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 ~~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~~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 inability to implement new infrastructure and technology systems and technology disruptions may adversely affect our operating results and ability to manage our business effectively.

Upgrading current systems and implementing new systems is costly and involves inherent risks, 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 growth, financial and operating results, internal controls over financial reporting and ability to manage our business effectively.

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 that may lead to service interruptions, data corruption or data theft. 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.

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

To achieve our strategic objectives and to remain competitive, we must continue to develop and enhance our talent 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 or technology-enabled services, or our inability to adequately protect our intellectual property rights with respect to such technologies, could reduce client satisfaction, harm our reputation and negatively affect our business.

The performance, reliability and security of our technology-enabled services, including our language interpretation services and SaaS-based technologies, such as AMN Language Services, ShiftWise, Medefis, b4health, Avantas Smart Square and Silversheet, are critical to such offerings’ operations, reputation and ability to attract new clients. Some of our clients rely on our SaaS-based technologies to perform certain of their operational functions. Accordingly, any degradation, errors, defects, disruptions or other performance problems with our SaaS-based technologies could damage our or our clients’ operations and reputations and negatively affect our business. 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 technologies, our competitors might gain access to it, and our business might be harmed. Moreover, if any of our intellectual property rights associated with our SaaS-based technologies 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

technologies, which may negatively affect our business as it relates to our SaaS-based and technology-enabled service offerings.

Security breaches and cybersecurity incidents could compromise our information and systems adversely affecting our business operations and reputation subject us to substantial liabilities.

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 team members, 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 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 a security reach could compromise our networks and significant information about us, our employees, healthcare professionals, patients or clients may be accessed, 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.

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~~team members 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~~that 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. In addition, these team members may leave to establish competing businesses.

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 or adhere to law, regulation and our policies 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,~~2022, 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~~across business lines and effectively ~~building~~build up or consolidate our brand awareness and image for new services. We cannot assure that additional expenditures, ~~and~~ our continuing commitment to marketing and improving our brands and executing on our brand and marketing strategies will have the desired effect on our brands’ value ~~which~~and may adversely affect our results of ~~operations.~~operations and also result in an impairment of the fair market value of intangible assets associated with acquired tradenames. 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.

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 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.

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.

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,~~2020, our total indebtedness, ~~less~~net of unamortized fees and premium, equaled ~~$319.8~~$862.6 million. Our substantial indebtedness could ~~have important consequences, including:~~

~~increasing~~increase our vulnerability to adverse economic, industry or competitive developments, including:

•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.~~pursuing.

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,~~2020, 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 and legal 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 legal matters, 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 legal matters, 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~~

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~~2020 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~~

Item 3. Legal Proceedings

~~From time~~Information with respect 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, 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. Additionally, some of our clientsthis item 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 informationfound in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (12), Commitments and ~~Contingencies—(a) Legal.~~Contingencies,” which is incorporated herein by reference.

With regard to outstanding loss contingencies as of December 31, 2017, 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~~

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~~

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,~~24, 2021, there were 19 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,~~2020, 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~~Since 2016, we have repurchased ~~443,353~~2,561,546 shares of our common stock at an average price of ~~$29.88~~$46.48 per share, resulting in an aggregate purchase price of ~~$13.3~~$119.1 million.

During ~~2017,~~2020, we ~~purchased 486,543~~did not repurchase any shares of our common ~~stock at an average price of $41.41 per share, resulting in an aggregate purchase price of $20.2 million.~~stock. 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.~~ All share repurchases ~~reflected in the table below~~to date 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

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 Annual Meeting Proxy Statement (as defined~~table set forth in Item ~~10 below) under the heading “Equity Compensation Plan Information at December 31, 2017.”~~12 of this Annual Report on Form 10-K.

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~~2015 in our common stock, the stocks comprising the NYSE Composite Index, and the stocks comprising the BTEA.


	12/31/15	12/31/16	12/31/17	12/31/18	12/31/19	12/31/20
AMN Healthcare Services, Inc.	100.00	123.83	158.62	182.48	200.68	219.81
NYSE Composite	100.00	111.94	132.90	121.01	151.87	162.49
BTEA	100.00	90.72	120.76	90.09	113.78	120.40

12/31/12 12/31/13 12/31/14 12/31/15 12/31/16 12/31/17
AMN Healthcare Services, Inc. 100.00
127.27
169.70
268.83
332.90
426.41
NYSE Composite 100.00
126.28
134.81
129.29
144.73
171.83
BTEA 100.00
167.96
176.46
174.84
158.61
211.13

Item 6. Selected Financial Data

You should read the selected financial and operating data presented below in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data” below. We derive our statements of operations data for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015,~~2018, and the balance sheet data at December 31, ~~2017~~2020 and ~~2016~~2019 from the audited financial statements included elsewhere in this Annual Report on Form 10-K. We derive the statements of operations data for the years ended December 31, ~~2014~~2017 and ~~2013~~2016 and the balance sheet data at December 31, ~~2015, 2014~~2018, 2017 and ~~2013~~2016 from our audited financial statements ~~of ours~~ that do not appear herein.

We completed our ~~acquisition~~acquisitions of (1) ShiftWise on November 20, 2013, (2) Avantas on December 22, 2014, (3) Onward Healthcare, including its two wholly-owned subsidiaries, Locum Leaders and Medefis (collectively “OH”), on January 7, 2015, (4) TFS on September 15, 2015, (5) Millican on October 5, 2015, (6) BESB.E. Smith on January 4, 2016, ~~(7) HSG~~(2) HealthSource Global on January 11, 2016, ~~and (8)~~(3) Peak Health on June 3, ~~2016.~~2016, (4) Phillips DiPisa and Leaders For Today on April 6, 2018, (5) MedPartners on April 9, 2018, (6) Silversheet on January 30, 2019, (7) Advanced on June 14, 2019, (8) b4health on December 19, 2019 and (9) Stratus Video on February 14, 2020. Our acquisitions affect the comparability of the selected financial data of the applicable pre-acquisition and post-acquisition time periods.

We have not paid any cash dividends during the past five fiscal years.


	Fiscal Years Ended December 31,
	2020		2019		2018		2017		2016
	( in thousands, except per share data)
Consolidated Statements of Operations:
Revenue	$	2,393,714	$	2,222,107	$	2,136,074	$	1,988,454	$	1,902,225
Cost of revenue	1,601,936		1,478,642		1,439,691		1,344,035		1,282,501
Gross profit	791,778		743,465		696,383		644,419		619,724
Operating expenses:
Selling, general and administrative	549,747		508,030		452,318		399,700		398,472
Depreciation and amortization	92,766		58,520		41,237		32,279		29,620
Total operating expenses	642,513		566,550		493,555		431,979		428,092
Income from operations	149,265		176,915		202,828		212,440		191,632
Interest expense, net, and other	57,742		28,427		16,143		19,677		15,465
Income before income taxes	91,523		148,488		186,685		192,763		176,167
Income tax expense	20,858		34,500		44,944		60,205		70,329
Net income	$	70,665	$	113,988	$	141,741	$	132,558	$	105,838
Net income per common share:
Basic	$	1.49	$	2.44	$	2.99	$	2.77	$	2.21
Diluted	$	1.48	$	2.40	$	2.91	$	2.68	$	2.15
Weighted average common shares outstanding:
Basic	47,424		46,704		47,371		47,807		47,946
Diluted	47,690		47,593		48,668		49,430		49,267


	As of December 31,
	2020		2019		2018		2017		2016
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	29,213	$	82,985	$	13,856	$	15,147	$	10,622
Total assets	2,353,507		1,931,646		1,492,721		1,253,957		1,186,881
Total notes payable, including current portion, net of unamortized fees and premium	862,649		617,159		320,607		319,843		362,942
Total stockholders’ equity	819,677		736,742		638,990		562,527		449,383

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

Fiscal Years Ended December 31,
2017 2016 2015 2014 2013
( 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
Cost of revenue 1,344,035
1,282,501
993,702
719,910
714,536
Gross profit 644,419
619,724
469,363
316,117
297,280
Operating expenses:
Selling, general and administrative 399,700
398,472
319,531
232,221
218,233
Depreciation and amortization 32,279
29,620
20,953
15,993
13,545
Total operating expenses 431,979
428,092
340,484
248,214
231,778
Income from operations 212,440
191,632
128,879
67,903
65,502
Interest expense, net, and other 19,677
15,465
7,790
9,237
9,665
Income before income taxes 192,763
176,167
121,089
58,666
55,837
Income tax expense 60,205
70,329
39,198
25,449
22,904
Net income $ 132,558
$ 105,838
$ 81,891
$ 33,217
$ 32,933
Net income per common share:
Basic $ 2.77
$ 2.21
$ 1.72
$ 0.71
$ 0.72
Diluted $ 2.68
$ 2.15
$ 1.68
$ 0.69
$ 0.69
Weighted average common shares outstanding:
Basic 47,807
47,946
47,525
46,504
45,963
Diluted 49,430
49,267
48,843
48,086
47,787

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

~~Management’s Discussion and Analysis of Financial Condition and Results of Operation~~s

You should read the following discussion in conjunction with our consolidated financial statements and the notes thereto and other financial information included elsewhere in this Annual Report on Form 10-K. Certain statements in this “Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations” are “forward-looking statements.” See “Special Note Regarding Forward-Looking Statements” under Item 1, “Business.” We intend this MD&A section to provide you with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. The following sections comprise this MD&A:

•Changes to Our Reportable Segments

•Overview of Our Business

•Results of Operations

•Liquidity and Capital Resources

•Off-Balance Sheet and Other Financing Arrangements

•Contractual Obligations

•Critical Accounting Policies and Estimates

•Recent Accounting Pronouncements

Changes to Our Reportable Segments

Effective March 8, 2020, we modified our reportable segments. We previously utilized three reportable segments, which we identified as follows: (1) nurse and allied solutions, (2) locum tenens solutions, and (3) other workforce solutions. In light of our acquisitions as well as our organizational changes to better align our structure with our strategy, our management reorganized our reportable segments to better reflect how the business is evaluated by the chief operating decision maker. Beginning in the first quarter of 2020, we have disclosed the following three reportable segments: (1) nurse and allied solutions, (2) physician and leadership solutions, and (3) technology and workforce solutions. The nurse and allied solutions segment includes our travel nurse staffing, rapid response nurse staffing and labor disruption, allied staffing, local staffing, and revenue cycle solutions businesses. The physician and leadership solutions segment includes our locum tenens staffing, healthcare interim leadership staffing, executive search, and physician permanent placement businesses. The technology and workforce solutions segment includes language interpretation, vendor management systems, workforce optimization, recruitment process outsourcing, education, credentialing and flex pool management businesses. Prior period data in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” has been reclassified to conform to the new segment reporting structure.

Overview of Our Business

We provide healthcare workforce solutions and staffing services to healthcare facilities across the nation. As an innovative ~~workforce~~total talent solutions partner, our managed services programs, or “MSP,” vendor management systems, or “VMS,” ~~recruitment process outsourcing, or “RPO,”~~ workforce consulting services, predictive modeling, staff scheduling, ~~remote medical coding, case management~~credentialing services, revenue cycle solutions, language interpretation services and the placement of physicians, nurses, allied healthcare professionals and healthcare ~~executives~~leaders into temporary and permanent positions enable our clients to successfully reduce staffing complexity, increase efficiency and lead their organizations within the rapidly evolving healthcare environment.

For the year ended December 31, ~~2017,~~2020, we recorded revenue of ~~$1,988.5~~$2,393.7 million, as compared to ~~$1,902.2~~$2,222.1 million for ~~2016.~~2019. We recorded net income of ~~$132.6~~$70.7 million for ~~2017,~~2020, as compared to ~~$105.8~~$114.0 million for ~~2016.~~2019. Nurse and allied solutions segment revenue comprised ~~62%~~71% and 70% of total consolidated revenue for the years ended December 31, ~~2017~~2020 and ~~2016. Locum tenens~~2019, respectively. Physician and leadership solutions segment revenue comprised ~~22%~~19% and 25% of total consolidated revenue for the years ended December 31, ~~2017~~2020 and ~~2016. Other~~2019, respectively. Technology and workforce solutions segment revenue comprised ~~16%~~10% and 5% of total consolidated revenue for the years ended December 31, ~~2017~~2020 and ~~2016.~~2019, respectively. For a description of the services we provide under each of our business segments, please see, “Item 1. Business—Our Services.”

We believe we ~~have become~~are recognized as the market-leading innovator in providing healthcare ~~workforce~~talent solutions ~~and staffing services~~ in the United States. We seek to advance our market-leading position through a number of strategies that focus on market ~~growth,~~penetration, expansion of our talent solutions, increasing operational efficiency and scalability and increasing our supply of qualified healthcare professionals. Our market growth strategy continues to focus on broadening and investing, both organically and

through strategic acquisitions, in service and technology offerings beyond our traditional temporary staffing and permanent placement services, to include more strategic and recurring revenue sources from innovative ~~workforce~~talent solutions offerings such as MSP, VMS, ~~RPO and~~credentialing, workforce optimization ~~services, which generally operate at higher margins than our traditional healthcare staffing businesses.~~service, and other technology-enabled services. We also seek strategic opportunities to expand into complementary service offerings to our staffing businesses that leverage our core capabilities of recruiting and credentialing healthcare professionals. ~~Along those lines,~~

As part of our long-term growth strategy to add value for our clients, healthcare professionals, and stockholders, on February 14, 2020, December 19, 2019, June 14, 2019, January 30, 2019, April 9, 2018 and April 6, 2018, we acquired ~~Peak during 2016,~~Stratus Video (which we have since rebranded as AMN Language Services), b4health, Advanced (which we have since rebranded as American Mobile and Med Travelers for the travel nurse staffing and allied staffing divisions, respectively), Silversheet, MedPartners (which we have since rebranded as AMN Revenue Cycle Solutions), and Phillips DiPisa and Leaders For Today (“PDA” and “LFT”, which we have since rebranded as B.E. Smith), respectively. Stratus Video is a remote video interpreting company that provides healthcare interpretation via remote ~~medical coding, case~~video, over the phone, and onsite in-person, all supported by proprietary technology platforms. b4health is an innovative technology company and a leading provider of a web-based internal float pool management solution and ~~related auditing~~VMS for healthcare facilities. Advanced is a national healthcare staffing company that specializes in placing therapists and ~~consulting services.~~nurses across multiple settings, including hospitals, schools, clinics, skilled nursing facilities, and home health. Silversheet provides innovative credentialing software solutions to clinicians and healthcare enterprises. See additional information in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (2), Acquisitions.”

Operationally, our strategic initiatives focus on investing in and further developing our processes and systems to achieve market leading efficiency and scalability, which we believe will provide operating leverage as our revenue grows. From a healthcare professional supply perspective, we continue to invest in new candidate recruitment and engagement initiatives and technologies to access and effectively utilize our network of qualified healthcare professionals to capitalize on the demand growth we are experiencing, which we expect to continue in the future due to the combined effects of healthcare reform, the aging population and labor shortages within certain regions and disciplines.

Over the last several years, we have worked to execute on our management strategies and intend to continue to do so in the future. Over the past five years, we have grown our business both organically and as a result of a number of acquisitions.

We typically experience modest seasonal fluctuations during our fiscal year and they tend to vary among our business segments. These fluctuations can vary slightly in intensity from year to year. Over the ~~last four~~past five years, ~~steadily and progressively increasing demand muted the effects of~~ these quarterly ~~fluctuations.~~fluctuations have been muted in our consolidated results.

Demand for our temporary and permanent placement staffing services is driven in part by U.S. economic and labor ~~trends.~~trends, and in 2020 through present, demand has been significantly impacted by the COVID-19 pandemic. In December 2020, we experienced historically high demand for nurses and certain allied healthcare professionals and our demand for these disciplines continues to be elevated. However, when the imposition of “shelter-in-place” orders and the suspension of elective and “non-essential” healthcare services occurred in March 2020 in response to the COVID-19 health crisis, demand for many of our businesses declined significantly. Although most of these “shelter-in-place” orders and service suspensions have been lifted, general utilization of healthcare continues to be below the pre-COVID-19 levels, which continues to negatively impact demand for many of our business lines other than nursing, certain allied disciplines, language interpretation services and our vendor management technology solutions. With the increase in unemployment, related economic concerns, healthcare professional “burnout” and the uncertainty surrounding the COVID-19 pandemic, we are unable to predict the extent and duration to which demand for our businesses will continue to be impacted by the COVID-19 pandemic.

In our nurse and allied solutions segment, prior to the COVID-19 pandemic, our ability to recruit enough nurses to meet the then-current demand levels was impacted by the tight labor market and modest bill rate increases. Demand for nurses in specialties including ICU, telemetry, and medical surgical nurses is particularly strong, and needs are high across the country. With the higher demand, and urgent need to quickly fill positions, bill rates and wages for these nurses are currently well above prior year levels. Demand for nurses peaked in December 2020, and has declined along with COVID-19 hospitalizations. Bill rates also remain well above historic levels, though recently have started to trend down along with the demand decline. Although the number of nurses on travel assignments has been increasing each month since July 2020, our ability to adequately meet the high client demand is constrained by the tight labor market along with nurse burnout and other issues related to the pandemic. In addition, as a result of the significant increase in COVID-19 infection and hospitalization rates throughout the third quarter and into October, our workers’ compensation insurance costs have increased.

The ~~U.S. Bureau of Labor Statistics’ survey data reflect near record~~demand in our allied staffing division significantly varies by discipline. We have seen a significant increase in demand for respiratory therapists and lab technicians due to the high COVID-19 infections and hospitalizations across the country. Like nursing, the demand for respiratory therapy has declined from its peak as COVD-19 hospitalizations have declined, but still remains at elevated levels. Demand for our imaging and lab specialties has steadily recovered and is now well above prior year levels. For speech language therapists contracted to work with schools, the uneven levels of in-person education has slowed in growth, but this slowdown in growth has been partially mitigated by the fact that many therapists have been able to deliver care through the adoption of our teletherapy platform.

Prior to the COVID-19 public health crisis, our allied staffing division experienced a decline in demand for physical therapists from skilled nursing facility and home health clients resulting from Medicare reimbursement changes. This decline in demand was further exacerbated by the impact of COVID-19 in March. Although the utilization of physical therapists has been slowly increasing with the general recovery in healthcare, ~~job openings~~demand and ~~quits. We view~~placements for this ~~data,~~discipline are still well below prior year.

In our physician and leadership solutions segment, our locum tenens division started 2020 well, with recruiter productivity and revenue increasing after disruptions resulting from process and technology changes made during 2018. However, in mid-March, as a result of COVID-19, our locum tenens business experienced a significant increase in order cancellations and a decrease in overall demand due to the suspension of elective procedures and non-essential healthcare services. In the latter half of the year, locum tenens experienced a spike in demand related to COVID-19, although this has more recently declined along with lower hospitalizations. Although the placements for locum tenens has been slowly improving along with increases in general healthcare utilization, the recovery is inconsistent across specialties.

For our interim leadership division, demand decreased as providers reacted to lower patient volumes and focused on cost containment. More recently, demand for our interim leadership services surged due to both needs related to increased COVID-19 hospitalizations and an increased level of burnout and turnover of healthcare leadership roles. Our physician permanent placement and healthcare executive search businesses experienced a ~~nearly 20-year-low unemployment rate~~decline in overall search demand as many clients suspended filling open roles due to uncertainty from the COVID-19 public health crisis. Since June, demand for permanent placement services has improved from their lowest levels, but clients remain cautious in hiring in this uncertain environment.

In our technology and continued economic growth as positive trends for the healthcare staffing industry. The low unemployment rate has led to some wage growth to attract healthcare professionals. We work to pass these increases on to our clients but have experienced margin pressure in some divisions, particularly locum tenens.

~~We continue to see the benefits of our~~ workforce solutions ~~strategy, particularly~~segment, our VMS technologies initially experienced increased growth following the outbreak of the COVID-19 public health crisis as clients utilized our technologies to effectively manage their increased demand for nurses. As demand for nurses declined during the second quarter, utilization of the VMS technologies also declined. However, more recently, orders, placements and bill rates in the technologies have risen significantly, and new clients are also adopting the platforms to engage with contingent labor.

In early March, the utilization in our language interpretation business declined as a result of the COVID-19-related suspension or restriction of elective and “non-essential” healthcare services. However, utilization started to increase in late April as many of these restrictions were lifted and healthcare utilization resumed more normal activities. By mid-June, weekly interpretation minutes utilized were above pre-COVID-19 levels and have continued to steadily increase from both existing and new clients.

At the onset of the COVID-19 pandemic, we experienced a delay in discussions with clients regarding new contracts or expansions. As clients have recently begun to resume normal operations, we have contracted for several new managed services ~~programs.~~programs and service line expansions. As

a result of our ongoing focus on these types of strategic MSP relationships, ~~we continue to increase~~ the percentage of our ~~nurse and allied~~

staffing revenue derived from our ~~managed services program clients.~~MSP clients continues to increase.

In ~~our nurse~~response to the COVID-19 pandemic, we implemented new service offerings such as contact tracing services and ~~allied~~return to work healthcare workforce solutions ~~segment, demand is favorable. Although~~to support non-healthcare clients and the communities we serve. Through these services, we help clients ensure the health and well-being of their employees and take necessary steps to implement new safety protocols such as COVID-19 screening, testing, temperature checks, on-site clinical support and contact tracing. More recently, we have been providing staffing and management services related to vaccination sites, and expect this support will continue ~~to negotiate bill rate increases with clients, we are experiencing a decrease in~~through all or the ~~utilization~~majority of ~~premium bill rates, which is dampening the overall average bill rate in this segment.~~2021.

In ~~our locum tenens solutions segment, we have seen a decline in~~response to the reduced demand ~~from some large physician practice management firms that has negatively impacted our hospitalist volumes and,~~for services as a result ~~revenue in this segment. Additionally, we are in~~of the process of making operating model changes and implementing new front and back office technologies in locum tenens. Although these changes are expected to have a long-term positive impact on our growth and profitability, in the short-term, these changes are expected to be disruptive to our productivity and revenue, and we expect this to continue throughCOVID-19 pandemic, throughout the second quarter, ~~of 2018. Outside of the above influences,~~we took actions to reduce our selling, general and administrative expenses. Cost reduction actions taken included, among other things, suspending employer contributions under our 401(k) retirement savings plan and deferred compensation plan, reducing our workforce to correspond to reduced demand, ~~in most specialties has remained strong.~~

Inand reducing variable compensation, travel, professional services and marketing expenses. As our ~~other workforce solutions segment, our interim leadership, vendor management systems, workforce consulting, and medical coding~~ businesses ~~are growing. We experienced declines in our permanent placement businesses during 2017 that we believe are primarily related~~continue to ~~operational execution. In response,~~recover, we have ~~made organizational~~been increasing our workforce to support our clients’ needs, increasing spending in certain areas and ~~operational changes designed to improve~~have fully restored our ~~performance in 2018.~~retirement matching benefits.

Results of Operations

The following table sets forth, for the periods indicated, certain statements of operations data as a percentage of revenue. Our results of operations include three reportable segments: (1) nurse and allied solutions, (2) ~~locum tenens~~physician and leadership solutions, and (3) ~~other~~technology and workforce solutions. The acquisitions during ~~2016~~2020, 2019 and ~~2015~~2018 impact the comparability of the results between the years presented. See additional information in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (2), ~~Business Combinations.~~Acquisitions.” Our historical results are not necessarily indicative of our results of operations to be expected in the future.

Comparison of Results for the Year Ended December 31, ~~2017~~2020 to the Year Ended December 31, ~~2016~~2019

Revenue. Revenue increased 5%8% to ~~$1,988.5 million~~ ~~for 2017 from $1,902.2~~$2,393.7 million for ~~2016, driven by 4% organic growth along with $12.4~~2020 from $2,222.1 million offor 2019, primarily attributable to additional revenue ~~resulting~~of $194.2 million from our ~~Peak acquisition~~Stratus Video, Advanced, b4health, and Silversheet acquisitions and higher organic revenue in ~~June 2016.~~our nurse and allied solutions segment, partially offset by lower revenue in our physician and leadership solutions segment. Excluding the additional revenue from acquisitions, revenue decreased 1%.

Nurse and allied solutions segment revenue increased 5%9% to ~~$1,238.5 million~~ ~~for 2017 from $1,185.1~~$1,699.3 million for ~~2016.~~2020 from $1,562.6 million for 2019. The ~~$53.4~~$136.7 million increase was primarily attributable to additional revenue of $72.2 million in connection with the Advanced acquisition. Excluding the impact from the Advanced acquisition, the increase was also attributable to an approximately 15% increase in the average bill rate, partially offset by a ~~5% increase~~12% decrease in the average number of healthcare professionals on assignment and ~~a 2% increase~~an approximately $29.0 million decrease in ~~the average bill rate~~labor disruption revenue during the year ended December 31, ~~2017. The increase was partially offset by an approximately $37.0 million decrease in labor disruption revenue~~2020.

Physician and ~~the impact of one less calendar day due to 2016 being a leap year.~~

~~Locum tenens~~leadership solutions segment revenue ~~increased 2%~~decreased 17% to ~~$430.6 million~~ ~~for 2017 from $424.2~~$466.6 million for ~~2016.~~2020 from $562.8 million for 2019. The ~~$6.4~~$96.1 million ~~increase~~decrease was primarily attributable to the impact of the COVID-19 pandemic on the segment’s businesses. The locum tenens business experienced a ~~4% increase~~13% decrease in the number of days filled and a 1% decrease in the revenue per day filled during ~~the year ended December 31, 2017, partially offset~~2020. In addition, revenue in our interim leadership and permanent placement businesses declined collectively by approximately 20% during 2020 due to a 3% decrease in overall demand as some clients cancelled searches and placed new searches on hold due to the ~~number of days filled.~~public health crisis.

~~Other~~Technology and workforce solutions segment revenue increased 9%135% to ~~$319.3 million~~ ~~for 2017 from $292.9~~$227.8 million for ~~2016.~~2020 from $96.8 million for 2019. Of the ~~$26.4~~$131.0 million increase, ~~$12.4~~$122.0 million was attributable to ~~the~~ additional revenue ~~in connection~~from our Stratus Video, b4health, and Silversheet acquisitions, with the ~~Peak acquisition in June 2016, along with~~remainder primarily attributable to growth in our organic VMS ~~interim leadership, and workforce optimization businesses, partially offset by declines in our permanent placement~~ business during the year ended December 31, ~~2017.~~2020.

For 2020 and 2019, revenue under our MSP arrangements comprised approximately 50% and 45% of our consolidated revenue, 65% and 57% for nurse and allied solutions segment revenue and 17% and 20% for physician and leadership solutions segment revenue, respectively.

Gross Profit. Gross profit increased 4%6% to ~~$644.4 million~~ ~~for 2017 from $619.7~~$791.8 million for ~~2016,~~2020 from $743.5 million for 2019, representing gross margins of ~~32.4%~~33.1% and ~~32.6%~~33.5%, respectively. The ~~decrease~~decline in in consolidated gross margin for the year ended December 31, 2020 was primarily due to ~~lower bill-to-pay spreads in the locum tenens solutions segment and an unfavorable change in business mix in our other workforce solutions segment, offset by~~ a ~~higher~~lower gross margin in ~~the~~our nurse and allied solutions segment, driven primarily by lower ~~direct costs during~~bill-to-pay spreads and higher workers’ compensation insurance expenses due to the ~~year ended December 31, 2017.~~COVID-19 pandemic, partially offset by the change in sales mix resulting from our Stratus Video and b4health acquisitions and their higher margins as compared to our staffing

businesses. Gross margin by reportable segment for ~~2017~~2020 and ~~2016~~2019 was ~~27.6%~~27.4% and ~~26.9%~~28.5% for nurse and allied solutions, ~~30.0%~~36.7% and ~~31.1%~~37.0% for ~~locum tenens~~physician and leadership solutions, and ~~54.5%~~67.9% and ~~57.8%~~92.8% for ~~other~~technology and workforce solutions, respectively. The year-over-year gross margin decline in the technology and workforce solutions segment was primarily due to the change in sales mix resulting from the addition of lower margin Stratus Video as compared to our SaaS-based technologies within the segment.

Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses were ~~$399.7~~$549.7 million, representing ~~20.1%~~23.0% of revenue, for ~~2017,~~2020, as compared to ~~$398.5~~$508.0 million, representing ~~20.9%~~22.9% of revenue, for ~~2016.~~2019. The increase in SG&A expenses was primarily due to ~~$1.9~~$31.3 million of additional SG&A expenses from the ~~Peak~~Stratus Video, Advanced, b4health, and Silversheet acquisitions and a $31.0 million increase related to acquisition, ~~$1.7~~integration, changes in the fair value of earn-out liabilities from acquisitions, restructuring, and extraordinary legal expenses, which included a $20.0 million ~~lower favorable actuarial-based decreases~~increase in ~~our professional liability reserves, and other expenses associated with our revenue growth,~~legal accruals during the fourth quarter of 2020. The overall increase was partially offset by ~~a $2.8 million~~cost reduction measures that were initiated during the second quarter of 2020, which was also the primary driver of the decrease in ~~acquisition~~the physician and ~~integration costs as compared to last year.~~leadership solutions segment. The ~~decrease~~increase in the technology and workforce solutions segment was primarily driven by $22.2 million of additional expenses from the Stratus Video, b4health, and Silversheet acquisitions. The increase in unallocated corporate overhead was primarily attributable to ~~lower~~higher acquisition, integration, changes in the fair value of earn-out liabilities from acquisitions, restructuring, and ~~integration costs.~~extraordinary legal expenses. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:


	(In Thousands) Years Ended December 31,
	2020		2019
Nurse and allied solutions	$	233,564	$	225,707
Physician and leadership solutions	109,117		136,684
Technology and workforce solutions	62,959		45,935
Unallocated corporate overhead	123,642		83,463
Share-based compensation	20,465		16,241
	$	549,747	$	508,030

(In Thousands)
Years Ended
December 31,
2017 2016
Nurse and allied solutions $ 158,480
$ 156,676
Locum tenens solutions 77,778
73,126
Other workforce solutions 92,793
91,936
Unallocated corporate overhead 60,412
65,335
Share-based compensation 10,237
11,399
$ 399,700
$ 398,472

Depreciation and Amortization Expenses. Amortization expense increased 2%75% to ~~$18.6~~$63.8 million for ~~2017~~2020 from ~~$18.3~~$36.5 million for ~~2016,~~2019, primarily attributable to ~~a full year of~~additional amortization ~~expense~~expenses related to the intangible assets acquired in the ~~Peak acquisition.~~Advanced, b4health, and Stratus Video acquisitions, the shortened useful life of tradename intangible asset acquired in the MedPartners acquisition during the third quarter of 2019, and the shortened useful lives of the tradename intangible assets during the third quarter of 2020. Depreciation expense increased ~~21%~~31% to ~~$13.7~~$28.9 million for ~~2017~~2020 from ~~$11.3~~$22.0 million for ~~2016,~~2019, primarily attributable to ~~fixed assets acquired as part of the Peak acquisition and~~ an increase in purchased and developed hardware and software placed in service ~~in large part from~~for our ongoing information technology investments to support our total talent solutions initiatives and to optimize our internal front and back office ~~information technology initiatives.~~systems. Additionally, $1.4 million of depreciation expense for Stratus Video, which was acquired in February 2020, is included in cost of revenue for 2020.

Interest Expense, Net, and Other. Interest expense, net, and other, was ~~$19.7~~$57.7 million for ~~2017~~2020 as compared to ~~$15.5~~$28.4 million for ~~2016.~~2019. The increase is primarily due to (1) a higher ~~interest bearing~~average debt outstanding balance during 2020, which resulted from (a) borrowings under our Amended Credit Agreement (as defined below in this Item 7) used to finance the Stratus Video and Advanced acquisitions, (b) the issuance of our Existing 2027 Notes (as defined below in this Item 7) ~~for~~in October 2019, (c) the ~~year ended December 31, 2017, as compared~~issuance of our New 2027 Notes (as defined below in this Item 7) in August 2020, and (d) the issuance of our 2029 Notes (as defined below in this Item 7) in October 2020, (2) $8.3 million premium payment associated with the redemption of the 2024 Notes (as defined below in this Item 7) in November 2020, and (3) $5.0 million of write-offs of unamortized financing fees during 2020. The proceeds from the issuances of the higher interest bearing senior notes were used to repay, in whole in the ~~term loans~~fourth quarter of 2019 and ~~revolver~~ in ~~2016.~~part in the third and fourth quarters of 2020, our indebtedness under the lower interest bearing Credit Facilities (as defined below in this Item 7).

Income Tax Expense. Income tax expense was ~~$60.2~~$20.9 million for ~~2017~~2020 as compared to ~~$70.3~~$34.5 million for ~~2016,~~2019, reflecting effective income tax rates of ~~31.2%~~22.8% and ~~39.9%~~23.2% for these periods, respectively. The ~~difference~~decrease in the effective income tax rate was ~~primarily~~partially attributable to ~~(1) recording a~~the recognition of discrete ~~net~~ tax ~~benefit~~benefits of ~~$14.0~~$4.7 million and $7.3 million in relation to income before income taxes of $91.5 million and $148.5 million for ~~the year ended December 31, 2017~~

~~resulting from our initial analysis of the impact of the Tax Cuts~~2020 and Jobs Act, and (2) the relationship of pre-tax income to permanent differences related to unrecognized tax benefits and excess tax benefit from the adoption of ASU 2016-09, “Stock Compensation - Improvements to Employee Share-Based Payment Accounting” in the first quarter of 2017, which resulted in recording a $5.4 million reduction in income tax expense for the year ended December 31, 2017. Prior to the adoption, this amount would have been recorded as additional paid-in capital. This change could create future volatility in our effective tax rate depending upon the amount of exercise or vesting activity from our share-based awards.2019, respectively. See additional information in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (7), Income Taxes, and Note (1), Summary of Significant Accounting Policies.”

Comparison of Results for the Year Ended December 31, ~~2016~~2019 to the Year Ended December 31, ~~2015~~2018

Revenue. Revenue increased ~~30%~~4% to ~~$1,902.2~~$2,222.1 million for ~~2016~~2019 from ~~$1,463.1~~$2,136.1 million for ~~2015, due~~2018, primarily attributable to additional revenue of ~~approximately $194~~$117.6 million from our ~~HSG, BES, Millican, TFS, OH~~Advanced, MedPartners, PDA, LFT, and ~~Peak~~Silversheet acquisitions ~~with~~and higher organic revenue in our nurse and allied solutions segment, partially offset by lower organic revenue in our physician and leadership solutions segment. Excluding the ~~remainder of the increase driven by 17% organic growth.~~additional revenue from acquisitions, revenue decreased 1%.

Nurse and allied solutions segment revenue increased ~~24%~~9% to ~~$1,185.1~~$1,562.6 million for ~~2016~~2019 from ~~$953.3~~$1,431.0 million for ~~2015. Of the $231.8~~2018. The $131.6 million increase ~~$45.7 million~~ was primarily attributable to ~~the~~ additional revenue of $110.8 million in connection with the ~~HSG acquisition~~Advanced and ~~$2.0 million~~MedPartners acquisitions. Excluding the impact from acquisitions, the increase was also attributable to the prior year having one less week of revenue from the OH acquisition as it was consummated on January 7, 2015 (the “OH Stub Period”), with the remainder primarily attributable to a 13% increase in the average number of healthcare professionals on assignment and a 6%an approximately 1% increase in the average bill rate during the year ended December 31, ~~2016.~~2019.

Physician and leadership solutions segment revenue decreased 9% to $562.8 million for 2019 from $617.5 million for 2018. The $54.7 million decrease was primarily attributable to a 17% decrease in the number of days filled in our locum tenens business, which was partially offset by additional revenue of $5.7 million in connection with the PDA and LFT acquisition and growth in our permanent placement and organic interim leadership businesses.

~~Locum tenens~~Technology and workforce solutions segment revenue increased 10% to ~~$424.2~~$96.8 million for ~~2016~~2019 from ~~$385.1~~$87.6 million for ~~2015. Of the $39.2~~2018. The $9.2 million increase ~~$0.6 million~~ was ~~attributable to the additional revenue of Locum Leaders over the OH Stub Period with the remainder~~ primarily attributable to ~~a 3% increase~~growth in ~~the number of days filled and a 7% increase in the revenue per day filled~~our VMS business during the year ended December 31, ~~2016.~~2019.

~~Other workforce~~For 2019 and 2018, revenue under our MSP arrangements comprised approximately 45% and 42% of our consolidated revenue, 57% and 57% for nurse and allied solutions segment revenue ~~increased 135% to $292.9 million~~and 20% and 15% for ~~2016 from $124.7 million for 2015. Of the $168.2 million increase, $145.5 million was attributable to the additional~~physician and leadership solutions segment revenue, in connection with the BES, Millican, TFS, and Peak acquisitions and the additional revenue of Medefis over the OH Stub Period, with the remainder primarily attributable to an increase in billable active searches and the average placement value in the physician permanent placement business as well as growth in our VMS and workforce optimization services revenue during the year ended December 31, 2016.respectively.

Gross Profit. Gross profit increased ~~32%~~7% to ~~$619.7~~$743.5 million for ~~2016~~2019 from ~~$469.4~~$696.4 million for ~~2015,~~2018, representing gross margins of ~~32.6%~~33.5% and ~~32.1%~~32.6%, respectively. Gross margin by reportable segment for 2019 and 2018 was 28.5% and 27.7% for nurse and allied solutions, 37.0% and 35.5% for physician and leadership solutions, and 92.8% and 91.4% for technology and workforce solutions, respectively. The year-over-year gross margin increase in ~~consolidated gross margin~~the physician and leadership solutions segment was primarily due to the ~~growth~~change in ~~our~~sales mix resulting from the addition of higher margin ~~other workforce solutions segment~~PDA and ~~higher bill-to-pay spreads in the~~LFT as compared to our locum tenens ~~solutions segment, partially offset by higher direct costs~~business within the segment.

Selling, General and Administrative Expenses. The year-over-year increase in SG&A expenses in the nurse and allied solutions segment during the year ended December 31, 2016. Gross margin by reportable segment for 2016 and 2015 was 26.9% and 27.1% for nurse and allied solutions, 31.1% and 30.2% for locum tenens solutions, and 57.8% and 75.9% for other workforce solutions, respectively. The other workforce solutions segment decrease was primarily ~~due to the change in the business mix resulting from the additions of BES, TFS and Peak during the year ended December 31, 2016.~~

~~Selling, General and Administrative Expenses~~. SG&A expenses were $398.5 million, representing 20.9% of revenue, for 2016, as compared to $319.5 million, representing 21.8% of revenue, for 2015. The increase in SG&A expenses was primarily due to $35.1driven by $17.1 million of additional ~~SG&A~~ expenses from the ~~HSG, BES, Millican, TFS,~~Advanced and ~~Peak~~MedPartners acquisitions ~~and OH expenses over the OH Stub Period, as well as increased employee headcount, variable compensation, legal reserves,~~ and other expenses associated with ~~our~~the revenue growth. SG&A expense increases as a result of acquisitions in the nurse and allied solutions, locum tenens solutions and other workforce solutions segments were $4.5 million, $0.1 million and $30.5 million, respectively. The increase in unallocated corporate overhead was primarily attributable to higher employee and variable expenses to support our growth, along with higher legal reserve costs. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:


	(In Thousands) Years Ended December 31,
	2019		2018
Nurse and allied solutions	$	225,707	$	195,219
Physician and leadership solutions	136,684		133,226
Technology and workforce solutions	45,935		38,622
Unallocated corporate overhead	83,463		74,436
Share-based compensation	16,241		10,815
	$	508,030	$	452,318

(In Thousands)
Years Ended
December 31,
2016 2015
Nurse and allied solutions $ 156,676
$ 134,570
Locum tenens solutions 73,126
68,096
Other workforce solutions 91,936
54,327
Unallocated corporate overhead 65,335
52,254
Share-based compensation 11,399
10,284
$ 398,472
$ 319,531

~~Depreciation and Amortization Expenses~~. ~~Amortization expense increased 55% to $18.3 million for 2016 from $11.8 million for 2015, primarily attributable to additional amortization expense related to~~We describe in further detail the intangible assets acquired in the TFS, Millican, BES, HSG and Peak acquisitions. Depreciation expense increased 23% to $11.3 million for 2016 from $9.2 million for 2015, primarily attributable to fixed assets acquired as partcomparison of ~~the TFS, Millican, BES, HSG and Peak acquisitions and an increase in purchased and developed hardware and software for our ongoing front and back office information technology initiatives.~~

~~Interest Expense, Net, and Other~~. ~~Interest expense, net, and other was $15.5 million for 2016, as compared to $7.8 million for 2015. The increase is primarily due to a higher average debt outstanding balance~~results for the ~~year~~years ended December 31, ~~2016, which resulted from (1) borrowings under our credit facilities that we used primarily~~2019 and 2018 in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of Results for the Year Ended December 31, 2019 to ~~finance~~ the ~~BES and Peak acquisitions and (2) the consummation of the issuance and sale~~Year Ended December 31, 2018” of our ~~Notes (as defined below in this Item 7) in October 2016.~~2019 Annual Report on Form 10-K.

~~Income Tax Expense~~. Income tax expense was $70.3 million for 2016, as compared to $39.2 million for 2015, reflecting effective income tax rates of 39.9% and 32.4% for these periods, respectively. During 2015, we recorded a discrete federal income tax benefit of $12.2 million resulting from the IRS federal audit settlement. See additional information in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (7), Income Taxes.”

Liquidity and Capital Resources

In summary, our cash flows were:


	Year Ended December 31,										Years Ended December 31,
	2017			2016			2015				2020		2019		2018
	(in thousands)										(in thousands)
Net cash provided by operating activities	$	115,262		$	131,851		$	56,313		Net cash provided by operating activities	$	256,826	$	224,862	$	226,993
Net cash used in investing activities	(33,446		)	(257,362		)	(116,085		)	Net cash used in investing activities	(538,172)		(291,824)		(279,337)
Net cash provided by (used in) financing activities	(77,193		)	126,290			56,200
Net cash provided by financing activities										Net cash provided by financing activities	211,486		136,599		37,511

Historically, our primary liquidity requirements have been for acquisitions, working capital requirements, and debt service under our credit facilities and ~~the Notes.~~senior notes. We have funded these requirements through internally generated cash flow and funds borrowed under our credit ~~facilities.~~facilities and senior notes. During the ~~third~~fourth quarter of ~~2017,~~2020, we ~~paid off~~redeemed the ~~remaining balance~~entire outstanding $325.0 million aggregate principal amount of our ~~term debt.~~5.125% senior notes due 2024 (the “2024 Notes”). At December 31, ~~2017,~~2020, (1) the total of our Additional Term Loan (as defined below) outstanding (including both current and long-term portions) was $21.9 million, (2) zero was drawn with ~~$256.0~~$378.1 million of available credit under ~~our Revolver~~the Senior Credit Facility (as defined below), ~~and~~(2) the aggregate principal amount of our ~~5.125% Senior~~2027 Notes ~~due 2024 (the “Notes”)~~(as defined below) outstanding equaled ~~$325.0~~$500.0 million, and (3) the aggregate principal amount of our 2029 Notes (as defined below) outstanding equaled $350.0 million. We repaid in full our indebtedness under the Additional Term Loan in January 2021. We describe in further detail our Amended Credit Agreement (as defined below), under which our ~~Revolver and Second Term Loan (and any other loans that may be made thereunder) are~~Senior Credit Facility is governed, ~~in “Item 8. Financial Statements and Supplementary Data—Notes to~~

~~Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement.” On February 9, 2018, we replaced our Credit Agreement with a New Credit Agreement (as defined below).~~

In April 2015, we entered into an interest rate swap agreement to minimize our exposure to interest rate fluctuations on $100 million of our outstanding variable rate debt under one of our Term Loans (as defined below in this Item 7) for which we pay a fixed rate of 0.983% per annum and receive a variable rate equal to floating one-month LIBOR. This agreement was set to expire on March 30, 2018, and no initial investment was made to enter into this agreement. In connection with our issuance and sale of $325.0 million aggregate principal amount of the 2027 Notes, and the use of a portion of the proceeds thereof to repay $138.4 million of our Term Loans on October 3, 2016, we reduced the interest rate swap notional amount to $40.0 million. On May 3, 2017, we terminated the remaining interest rate swap. See additional information2029 Notes in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note ~~(3)~~(8), ~~Derivative Instruments.~~Notes Payable and Credit Agreement.”

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

Operating Activities

Net cash provided by operating activities for ~~2017, 2016~~2020, 2019 and ~~2015~~2018 was ~~$115.3~~$256.8 million,~~, $131.9~~ $224.9 million and ~~$56.3~~$227.0 million, respectively. The ~~decrease~~increase in net cash provided by operating activities for ~~2017~~2020 from ~~2016~~2019 was primarily attributable to (1) an increase in ~~restricted cash, cash equivalents~~other liabilities between periods of $47.7 million, and ~~investments attributable to cash payments made~~a corresponding decrease in income tax receivable between periods of $4.1 million, primarily due to our ~~captive insurance entity,~~election to defer employer payroll taxes in accordance with the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and an increase in accruals established in connection with a legal matter during the fourth quarter of 2020, which ~~are restricted for use~~was partially offset by the ~~captive~~contingent consideration earn-out payment for ~~future claim payments~~the Advanced acquisition (in excess of its acquisition-date fair value, which is noted below in financing activities), and ~~to a lesser extent, its working capital needs,~~ (2) a decrease in ~~accounts payable and accrued expenses~~other assets between periods of $16.0 million due to ~~timing of payments~~lower long-term prepayments and ~~(3) an increase in income taxes receivable.~~deposits. The overall ~~decrease~~increase was partially offset by (1) ~~improved operating results,~~a decrease in accrued compensation and benefits between periods of $6.9 million primarily due to higher distributions under the deferred compensation plan as compared to the prior year and (2) ~~smaller~~an increase in accounts receivable and subcontractor receivable between periods of $14.3 million due to improved collections in ~~2017~~2019 as compared to 2018, which stabilized in 2020, and a higher average receivable balance in the current year due to an increase in 2016, and (3) excess tax benefits on the vesting of employee equity awards resulting from the adoption of a new accounting pronouncement discussed in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (1), Summary of Significant Accounting Policies.”revenue. Our Days Sales Outstanding was 6355 and 6455 days at December 31, ~~2017~~2020 and December 31, ~~2016,~~2019, respectively.

Investing Activities

Net cash used in investing activities for ~~2017, 2016~~2020, 2019 and ~~2015~~2018 was ~~$33.4~~$538.2 million,~~, $257.4~~ $291.8 million and ~~$116.1~~$279.3 million, respectively. The year-over-year ~~decrease~~increase from ~~2016~~2019 to ~~2017~~2020 in net cash used in investing activities was primarily attributable to (1) ~~no new~~$476.5 million used for acquisitions in ~~2017~~2020 as compared to ~~$216.5 million used for the acquisitions of BES and HSG in January 2016 and Peak in June 2016, (2) net proceeds of $5.2~~$247.9 million in ~~2017, as compared to~~2019 and (2) a net purchase of ~~$11.2 million~~ restricted ~~investment~~investments related to our captive insurance ~~entity~~company of $15.5 million during ~~2016.~~2020, as compared to net proceeds of $5.8 million during 2019. The ~~decrease~~overall increase was partially offset by ~~$3.6~~$5.3 million ~~additional~~less payments made ~~during 2017 as compared to 2016~~ to fund the deferred compensation ~~plan.~~plan during 2020 as compared to 2019. Capital expenditures were ~~$26.5~~$37.7 million,~~, $22.0~~ $35.2 million and ~~$27.0~~$35.2 million for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015,~~2018, respectively. Our capital expenditures in recent years were primarily to information technology investments to support ~~the growth of the business~~our total talent solutions initiatives and ~~for investments made in conjunction with management initiatives~~efforts to ~~update~~optimize our internal front and back office information technology platforms. We intend to continue our investment in these information technology initiatives, including investments of approximately $17 million in the next year, to standardize our staffing operations on PeopleSoft and Salesforce. We believe these investments will further differentiate our ability to deliver innovative workforce solutions in addition to delivering improved operating efficiency.systems.

Financing Activities

Net cash ~~(used in)~~ provided by financing activities for ~~2017, 2016~~2020, 2019 and ~~2015~~2018 was ~~($77.2 million), $126.3~~$211.5 million, $136.6 million and ~~$56.2~~$37.5 million, respectively. Net cash ~~used in~~provided by financing activities for ~~2017~~2020 was primarily due to (1) gross proceeds received in connection with the issuances of the New 2027 Notes (as defined below) and the 2029 Notes (as defined below) of $552.0 million and (2) borrowings of $245.0 million under the Senior Credit Facility (as defined below) and $250.0 million under the Additional Term Loan (as defined below), partially offset by (1) the repayments of ~~$44.1~~$245.0 million under ~~our~~the Senior Credit Facility and $228.1 million under the Additional Term ~~Loans,~~Loan, (2) ~~$20.2~~$333.3 million of payments related to the redemption of the 2024 Notes (as defined below), (3) $11.5 million of financing costs paid in connection with the ~~repurchase~~Amended Credit Agreement (as defined below) and the issuances of ~~our common stock,~~the 2027 Notes and ~~(3) $9.4~~the 2029 Notes, (4) $10.6 million of prior acquisition contingent consideration earn-out payments, and (5) $6.9 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards.

~~Credit Agreement Prior to February 9, 2018~~

We are party to a credit agreement (as amended to date, the “Credit Agreement”) with several lenders to provide for the following credit facilities: (A) a $275 million revolver facility (the “Revolver”), which includes a $40 million sublimit for the issuance of letters of credit and a $20 million sublimit for swingline loans, (B) a $150 million secured term loan credit facility (the “Original Term Loan”) and (C) a $75 million secured term loan facility (the “Second Term Loan,” and together with the Original Term Loan, the “Term Loans”). The Credit Agreement contains various customary affirmative and negative covenants, including restrictions on assumption of additional indebtedness, declaration and payment of dividends, dispositions of assets, consolidation into another entity and allowable investments. The Revolver and the Term Loans are secured by substantially all of our assets, including the common stock or equity interests of our domestic subsidiaries. For more detail regarding the terms of the Credit Agreement, including maturity dates, payment and interest terms, please see “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement.”



In Particular, Please See the Following Sections
Forward-Looking Statements		Risk Factors
Page 8		~~Risk~~ ~~Factors~~Page 8
~~Page~~ 7	~~Page~~ 7
Management’s Discussion & Analysis	Financial Statements
Page 2122		Page 3135



Five-Year Performance Graph		Page 1820
~~Selected Financial Data~~Results of Operations		Page 1825
~~Results of Operations~~		~~Page~~ 22
Liquidity and Capital Resources	Page 2528
Financial Statement Footnotes		Page 3843


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


Period	Redemption Price
2024		102.000	%
2025		101.000	%
2026 and thereafter		100.000	%


	Fiscal Year															Fiscal Year
	2018		2019		2020		2021		2022		Thereafter		Total			2021			2022			2023			2024			2025			Thereafter			Total
Notes payable (1)	$	16,656	$	16,656	$	16,656	$	16,656	$	16,656	$	358,314	$	441,594	Notes payable (1)	$	59,000		$	37,125		$	37,125		$	37,125		$	37,125		$	944,511		$	1,152,011
Senior Credit Facility (2)															Senior Credit Facility (2)	356			418			418			420			25,051			—			26,663
Operating lease obligations ~~(2)~~(3)	16,962		16,969		16,913		16,969		16,777		66,439		151,029		19,108			18,552			18,207			17,030			15,160			18,733			106,790
Total contractual obligations	$	33,618	$	33,625	$	33,569	$	33,625	$	33,433	$	424,753	$	592,623	Total contractual obligations	$	78,464		$	56,095		$	55,750		$	54,575		$	77,336		$	963,244		$	1,285,464


Item		Page

	PART I

1.	Business	1
1A.	Risk Factors	8
1B.	Unresolved Staff Comments	18
2.	Properties	18
3.	Legal Proceedings	18
4.	Mine Safety Disclosures	18

	PART II

5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
6.	Selected Financial Data	20
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
7A.	Quantitative and Qualitative Disclosures about Market Risk	34
8.	Financial Statements and Supplementary Data	35
9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	70
9A.	Controls and Procedures	70
9B.	Other Information	73

	PART III

10.	Directors, Executive Officers and Corporate Governance	73
11.	Executive Compensation	73
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	73
13.	Certain Relationships and Related Transactions, and Director Independence	74
14.	Principal Accounting Fees and Services	74

	PART IV

15.	Exhibits and Financial Statement Schedules	75
16.	Form 10-K Summary	79
	Signatures	80


~~(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)~~	~~Health Information Management.~~ Through our recent acquisition of Peak, we offer remote medical coding, case management and related health information management consulting solutions to hospitals and physician medical groups nationwide.



	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




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



	12/31/12	12/31/13	12/31/14	12/31/15	12/31/16	12/31/17
AMN Healthcare Services, Inc.	100.00	127.27	169.70	268.83	332.90	426.41
NYSE Composite	100.00	126.28	134.81	129.29	144.73	171.83
BTEA	100.00	167.96	176.46	174.84	158.61	211.13


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


~~(1)~~	~~Amounts represent contractual amounts due under the Notes, including interest based on the fixed rate of 5.125%.~~


~~(2)~~	Amounts represent minimum contractual amounts, with initial or remaining lease terms and license terms in excess of one year. We have assumed no escalations in rent or changes in variable expenses other than as stipulated in lease contracts.


~~Item 7A.~~	~~Quantitative and Qualitative Disclosures about Market Risk~~


~~Item 1.~~	~~Business~~



			Page
Report of Independent Registered Public Accounting Firm			3236
Consolidated Balance Sheets as of December 31, ~~2017~~2020 and ~~2016~~2019			3338
Consolidated Statements of Comprehensive Income for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018			3439
Consolidated Statements of Stockholders’ Equity for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018			3540
Consolidated Statements of Cash Flows for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018			3641
Notes to Consolidated Financial Statements			3843


								December 31,
	December 31, 2017			December 31, 2016				2020		2019
ASSETS							ASSETS
Current assets:							Current assets:
Cash and cash equivalents	$	15,147		$	10,622		Cash and cash equivalents	$	29,213	$	82,985
Accounts receivable, net of allowances of $9,801 and $11,376 at December 31, 2017 and 2016, respectively	350,496			341,977
Accounts receivable, net of allowances of $7,043 and $3,332 at December 31, 2020 and 2019, respectively							Accounts receivable, net of allowances of $7,043 and $3,332 at December 31, 2020 and 2019, respectively	376,099		352,685
Accounts receivable, subcontractor	41,012			49,233			Accounts receivable, subcontractor	73,985		72,714
Prepaid expenses	16,505			14,189			Prepaid expenses	13,629		11,669
Other current assets	50,993			34,607			Other current assets	40,809		40,446
Total current assets	474,153			450,628			Total current assets	533,735		560,499
Restricted cash, cash equivalents and investments	64,315			31,287			Restricted cash, cash equivalents and investments	61,347		62,170
Fixed assets, net of accumulated depreciation of $97,889 and $84,865 at December 31, 2017 and 2016, respectively	73,431			59,954
Fixed assets, net of accumulated depreciation of $161,752 and $132,900 at December 31, 2020 and 2019, respectively							Fixed assets, net of accumulated depreciation of $161,752 and $132,900 at December 31, 2020 and 2019, respectively	116,174		104,832
Operating lease right-of-use assets							Operating lease right-of-use assets	77,735		89,866
Other assets	74,366			57,534			Other assets	135,120		120,254
Goodwill	340,596			341,754			Goodwill	864,485		595,551
Intangible assets, net of accumulated amortization of $90,685 and $72,057 at December 31, 2017 and 2016, respectively	227,096			245,724
Intangible assets, net of accumulated amortization of $215,234 and $151,417 at December 31, 2020 and 2019, respectively							Intangible assets, net of accumulated amortization of $215,234 and $151,417 at December 31, 2020 and 2019, respectively	564,911		398,474
Total assets	$	1,253,957		$	1,186,881		Total assets	$	2,353,507	$	1,931,646
LIABILITIES AND STOCKHOLDERS’ EQUITY							LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:							Current liabilities:
Accounts payable and accrued expenses	$	130,319		$	137,512		Accounts payable and accrued expenses	$	167,881	$	156,140
Accrued compensation and benefits	121,423			107,993			Accrued compensation and benefits	213,414		170,932
Current portion of notes payable	—			3,750			Current portion of notes payable	4,688		0
Current portion of operating lease liabilities							Current portion of operating lease liabilities	15,032		13,943
Deferred revenue	8,384			8,924			Deferred revenue	11,004		11,788
Other current liabilities	5,146			16,611			Other current liabilities	10,938		25,302
Total current liabilities	265,272			274,790			Total current liabilities	422,957		378,105
Notes payable, less unamortized fees	319,843			359,192

Notes payable, net of unamortized fees and premium							Notes payable, net of unamortized fees and premium	857,961		617,159
Deferred income taxes, net	27,036			21,420			Deferred income taxes, net	67,205		46,618
Operating lease liabilities							Operating lease liabilities	77,800		91,209
Other long-term liabilities	79,279			82,096			Other long-term liabilities	107,907		61,813
Total liabilities	691,430			737,498			Total liabilities	1,533,830		1,194,904
Commitments and contingencies							Commitments and contingencies	0		0
Stockholders’ equity:							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
Preferred stock, $0.01 par value; 10,000 shares authorized; NaN issued and outstanding at December 31, 2020 and 2019							Preferred stock, $0.01 par value; 10,000 shares authorized; NaN issued and outstanding at December 31, 2020 and 2019	0		0
Common stock, $0.01 par value; 200,000 shares authorized; 49,614 issued and 47,053 outstanding at December 31, 2020 and 49,283 issued and 46,722 outstanding at December 31, 2019							Common stock, $0.01 par value; 200,000 shares authorized; 49,614 issued and 47,053 outstanding at December 31, 2020 and 49,283 issued and 46,722 outstanding at December 31, 2019	496		493
Additional paid-in capital	453,351			452,491			Additional paid-in capital	468,726		455,193
Treasury stock, at cost (930 and 443 shares at December 31, 2017 and 2016, respectively)	(33,425		)	(13,261		)
Treasury stock, at cost; 2,561 shares at December 31, 2020 and 2019							Treasury stock, at cost; 2,561 shares at December 31, 2020 and 2019	(119,143)		(119,143)
Retained earnings	142,229			9,671			Retained earnings	469,558		400,047
Accumulated other comprehensive income (loss)	(112		)	1
Accumulated other comprehensive income							Accumulated other comprehensive income	40		152
Total stockholders’ equity	562,527			449,383			Total stockholders’ equity	819,677		736,742
Total liabilities and stockholders’ equity	$	1,253,957		$	1,186,881		Total liabilities and stockholders’ equity	$	2,353,507	$	1,931,646


																						Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	Common Stock			Additional Paid-in Capital			Treasury Stock					Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Total				Shares	Amount				Shares	Amount
	Shares	Amount					Shares		Amount
Balance, December 31, 2014	46,639	$	466	$	434,529		—		$	—		$	(178,058	)	$	(356	)	$	256,581
Balance, December 31, 2017																					Balance, December 31, 2017	48,411	$	484	$	453,351	(930)	$	(33,425)	$	142,229	$	(112)	$	562,527
Repurchase of common stock into treasury																					Repurchase of common stock into treasury	—	—		—		(1,236)	(67,013)		—		—		(67,013)
Equity awards vested and exercised, net of shares withheld for payroll taxes	1,070	11		(8,256		)	—		—			—			—			(8,245		)	Equity awards vested and exercised, net of shares withheld for payroll taxes	398	4		(11,436)		—	—		—		—		(11,432)
Excess income tax benefits from equity awards vested and exercised	—	—		7,176			—		—			—			—			7,176
Cumulative-effect adjustment from adoption of the new revenue recognition standard, net of tax																					Cumulative-effect adjustment from adoption of the new revenue recognition standard, net of tax	—	—		—		—	—		2,089		—		2,089
Share-based compensation	—	—		10,284			—		—			—			—			10,284			Share-based compensation	—	—		10,815		—	—		—		—		10,815
Comprehensive income	—	—		—			—		—			81,891			173			82,064			Comprehensive income	—	—		—		—	—		141,741		263		142,004
Balance, December 31, 2015	47,709	$	477	$	443,733		—		$	—		$	(96,167	)	$	(183	)	$	347,860
Balance, December 31, 2018																					Balance, December 31, 2018	48,809	$	488	$	452,730	(2,166)	$	(100,438)	$	286,059	$	151	$	638,990
Repurchase of common stock into treasury	—	—		—			(443	)	(13,261		)	—			—			(13,261		)	Repurchase of common stock into treasury	—	—		—		(395)	(18,705)		—		—		(18,705)
Equity awards vested and exercised, net of shares withheld for payroll taxes	346	4		(5,785		)	—		—			—			—			(5,781		)	Equity awards vested and exercised, net of shares withheld for payroll taxes	474	5		(13,778)		—	—		—		—		(13,773)
Excess income tax benefit from equity awards vested and exercised	—	—		3,144			—		—			—			—			3,144

Share-based compensation	—	—		11,399			—		—			—			—			11,399			Share-based compensation	—	—		16,241		—	—		—		—		16,241
Comprehensive income	—	—		—			—		—			105,838			184			106,022			Comprehensive income	—	—		—		—	—		113,988		1		113,989
Balance, December 31, 2016	48,055	$	481	$	452,491		(443	)	$	(13,261	)	$	9,671		$	1		$	449,383
Repurchase of common stock into treasury	—	—		—			(487	)	(20,164		)	—			—			(20,164		)
Balance, December 31, 2019																					Balance, December 31, 2019	49,283	$	493	$	455,193	(2,561)	$	(119,143)	$	400,047	$	152	$	736,742

Equity awards vested and exercised, net of shares withheld for payroll taxes	356	3		(9,377		)	—		—			—			—			(9,374		)	Equity awards vested and exercised, net of shares withheld for payroll taxes	331	3		(6,932)		—	—		—		—		(6,929)
Cumulative-effect adjustment from adoption of the credit loss standard, net of tax																					Cumulative-effect adjustment from adoption of the credit loss standard, net of tax	—	—		—		—	—		(1,154)		—		(1,154)
Share-based compensation	—	—		10,237			—		—			—			—			10,237			Share-based compensation	—	—		20,465		—	—		—		—		20,465
Comprehensive income (loss)	—	—		—			—		—			132,558			(113		)	132,445			Comprehensive income (loss)	—	—		—		—	—		70,665		(112)		70,553
Balance, December 31, 2017	48,411	$	484	$	453,351		(930	)	$	(33,425	)	$	142,229		$	(112	)	$	562,527
Balance, December 31, 2020																					Balance, December 31, 2020	49,614	$	496	$	468,726	(2,561)	$	(119,143)	$	469,558	$	40	$	819,677


	December 31, 2020		December 31, 2019
Cash and cash equivalents	$	29,213	$	82,985
Restricted cash and cash equivalents (included in other current assets)	18,626		18,393
Restricted cash, cash equivalents and investments	61,347		62,170
Total cash, cash equivalents and restricted cash and investments	109,186		163,548
Less restricted investments	(25,196)		(9,586)
Total cash, cash equivalents and restricted cash	$	83,990	$	153,962


	2020
Balance as of January 1,	$	3,332
Adoption of the credit loss standard, cumulative-effect adjustment to retained earnings	1,334
Provision for expected credit losses	4,428
Amounts written off charged against the allowance	(2,051)

Balance as of December 31,	$	7,043


	Year Ended December 31, 2020
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Temporary staffing	$	1,699,311	$	408,228	$	0	$	2,107,539
Permanent placement	0		58,394		0		58,394
Outsourced workforce	0		0		134,468		134,468
SaaS-based technologies	0		0		93,313		93,313
Total revenue	$	1,699,311	$	466,622	$	227,781	$	2,393,714


	Year Ended December 31, 2019
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Temporary staffing	$	1,562,588	$	482,984	$	0	$	2,045,572
Permanent placement	0		79,778		0		79,778
Outsourced workforce	0		0		16,096		16,096
SaaS-based technologies	0		0		80,661		80,661
Total revenue	$	1,562,588	$	562,762	$	96,757	$	2,222,107


	Year Ended December 31, 2018
	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Temporary staffing	$	1,431,018	$	543,117	$	0	$	1,974,135
Permanent placement	0		74,371		0		74,371
Outsourced workforce	0		0		15,042		15,042
SaaS-based technologies	0		0		72,526		72,526
Total revenue	$	1,431,018	$	617,488	$	87,568	$	2,136,074


		Fair Value		Useful Life
				(in years)
Identifiable intangible assets
	Customer Relationships	$	171,000	20
	Tradenames and Trademarks	40,000		5 - 10
	Developed Technology	16,000		5
	Interpreter Database	1,000		4
		$	228,000


	Fair Value Measurements as of December 31, 2017											Fair Value Measurements as of December 31, 2020
Assets (Liabilities)	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Assets (Liabilities)	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	$	—	$	—		Money market funds	$	2,198	$	2,198	$	0	$	0
Deferred compensation											Deferred compensation	(97,184)		(97,184)		0		0
Commercial paper	28,708			—		28,708		—			Commercial paper	58,345		0		58,345		0
Acquisition contingent consideration liabilities	(2,070		)	—		—		(2,070		)	Acquisition contingent consideration liabilities	(8,000)		0		0		(8,000)


	As of December 31, 2020				As of December 31, 2019
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
2024 Notes	$	0	$	0	$	325,000	$	337,188
2027 Notes	500,000		521,250		300,000		301,500
2029 Notes	350,000		357,000		0		0


	As of December 31, 2017							As of December 31, 2016								As of December 31, 2020						As of December 31, 2019
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets subject to amortization:															Intangible assets subject to amortization:
Staffing databases	$	19,826	$	(7,693	)	$	12,133	$	19,826	$	(5,633	)	$	14,193	Staffing databases	$	36,836	$	(16,706)	$	20,130	$	35,836	$	(13,369)	$	22,467
Customer relationships	136,759		(60,764		)	75,995		136,759		(50,309		)	86,450		Customer relationships	444,839		(122,105)		322,734		273,839		(94,206)		179,633
Tradenames and trademarks	61,369		(16,757		)	44,612		61,369		(12,139		)	49,230		Tradenames and trademarks	166,269		(58,299)		107,970		126,269		(33,545)		92,724
Non-compete agreements	1,697		(958		)	739		1,697		(678		)	1,019		Non-compete agreements	6,371		(3,402)		2,969		4,117		(2,035)		2,082
Acquired technology	8,730		(4,513		)	4,217		8,730		(3,298		)	5,432		Acquired technology	36,430		(14,722)		21,708		20,430		(8,262)		12,168
	$	228,381	$	(90,685	)	$	137,696	$	228,381	$	(72,057	)	$	156,324		$	690,745	$	(215,234)	$	475,511	$	460,491	$	(151,417)	$	309,074
Intangible assets not subject to amortization:															Intangible assets not subject to amortization:
Tradenames and trademarks						$	89,400						$	89,400	Tradenames and trademarks					$	89,400					$	89,400
						$	227,096						$	245,724						$	564,911					$	398,474


	Amount
Year ending December 31, 2021	$	61,234
Year ending December 31, 2022	60,351
Year ending December 31, 2023	58,694
Year ending December 31, 2024	52,161
Year ending December 31, 2025	39,199
Thereafter	203,872
	$	475,511



	Amount
Year ending December 31, 2018	$	17,555
Year ending December 31, 2019	16,827
Year ending December 31, 2020	13,889
Year ending December 31, 2021	11,899
Year ending December 31, 2022	11,640
Thereafter	65,886
	$	137,696


	Nurse and Allied Solutions		Physician and Leadership Solutions		Technology and Workforce Solutions		Total
Balance, January 1, 2019	$	224,454	$	163,362	$	50,690	$	438,506
Goodwill adjustment for MedPartners acquisition	23		0		0		23
Goodwill adjustment for PDA and LFT acquisition	0		(14)		0		(14)
Goodwill from Silversheet acquisition	0		0		23,537		23,537
Goodwill from Advanced acquisition	119,839		0		0		119,839
Goodwill from b4health acquisition	0		0		13,660		13,660
Balance, December 31, 2019	344,316		163,348		87,887		595,551
Goodwill adjustment for Advanced acquisition	29		0		0		29
Goodwill adjustment for b4health acquisition	0		0		(66)		(66)
Goodwill from Stratus Video acquisition	0		0		268,971		268,971
Reallocation due to change in segments	(5,330)		(10,548)		15,878		0
Balance, December 31, 2020	$	339,015	$	152,800	$	372,670	$	864,485
Accumulated impairment loss as of December 31, 2019 and 2020	$	154,444	$	60,495	$	0	$	214,939



	Nurse and Allied Solutions			Locum Tenens Solutions		Other Workforce Solutions		Total
Balance, January 1, 2016	$	95,309		$	19,743	$	89,727	$	204,779
Goodwill from BES acquisition	—			—		91,127		91,127
Goodwill from HSG acquisition	8,147			—		—		8,147
Goodwill from Peak acquisition	—			—		36,827		36,827
Goodwill adjustment for Onward acquisition	850			—		—		850
Goodwill adjustment for TFS acquisition	—			—		24		24
Balance, December 31, 2016	104,306			19,743		217,705		341,754
Goodwill adjustment for HSG acquisition	(1,199		)	—		—		(1,199		)
Goodwill adjustment for Peak acquisition	—			—		41		41
Balance, December 31, 2017	$	103,107		$	19,743	$	217,746	$	340,596
Accumulated impairment loss as of December 31, 2016 and 2017	$	154,444		$	53,940	$	6,555	$	214,939


	Operating Leases
Years ending December 31,
2021	$	19,108
2022	18,552
2023	18,207
2024	17,030
2025	15,160
Thereafter	18,733
Total lease payments	106,790
Less imputed interest	(13,958)
Present value of lease liabilities	$	92,832


						Number of Shares	Weighted Average Grant Date Fair Value per Share
	Number of Shares		Weighted Average Grant Date Fair Value per Share
Unvested at January 1, 2015	1,575		$	11.95
Unvested at January 1, 2017					Unvested at January 1, 2017	855	$	30.98
Granted—RSUs	203		$	22.43	Granted—RSUs	279	$	53.73
Granted—PRSUs (1)	616		$	13.58	Granted—PRSUs (1)	266	$	35.28
Vested	(1,081	)	$	9.13	Vested	(499)	$	23.04
Canceled/forfeited/expired	(76	)	$	15.45	Canceled/forfeited/expired	(83)	$	42.32
Unvested at December 31, 2015	1,237		$	16.73
Unvested at December 31, 2018					Unvested at December 31, 2018	818	$	43.84
Granted—RSUs	180		$	32.65	Granted—RSUs	191	$	54.99
Granted—PRSUs (1)	361		$	20.88	Granted—PRSUs (1)	201	$	48.32
Vested	(641	)	$	14.90	Vested	(400)	$	35.46
Canceled/forfeited/expired	(62	)	$	22.57	Canceled/forfeited/expired	(52)	$	41.09
Unvested at December 31, 2016	1,075		$	22.14
Unvested at December 31, 2019					Unvested at December 31, 2019	758	$	52.45
Granted—RSUs	166		$	40.73	Granted—RSUs	271	$	60.02
Granted—PRSUs (1)	317		$	27.51	Granted—PRSUs (1)	155	$	64.59
Vested	(637	)	$	16.88	Vested	(283)	$	49.18
Canceled/forfeited/expired	(66	)	$	30.02	Canceled/forfeited/expired	(184)	$	53.84
Unvested at December 31, 2017	855		$	30.98
Unvested at December 31, 2020					Unvested at December 31, 2020	717	$	58.88


	Stock Option Plan				Equity Plan and Other Plans					Number Outstanding	Weighted- Average Exercise Price per Share
	Number Outstanding		Weighted- Average Exercise Price per Share		Number Outstanding		Weighted- Average Exercise Price per Share
Outstanding at December 31, 2014	245		$	14.93	948		$	10.61
Outstanding at December 31, 2017									Outstanding at December 31, 2017	262	$	8.81
Granted	—		$	—	—		$	—	Granted	0	$	0
Exercised	(245	)	$	14.93	(615	)	$	10.79	Exercised	(35)	$	10.12
Canceled/forfeited/expired	—		$	—	(1	)	$	24.95	Canceled/forfeited/expired	0	$	0
Outstanding at December 31, 2015	—		$	—	332		$	10.26
Outstanding at December 31, 2018									Outstanding at December 31, 2018	227	$	8.61
Granted	—		$	—	—		$	—	Granted	0	$	0
Exercised	—		$	—	(44	)	$	13.69	Exercised	(215)	$	8.67
Canceled/forfeited/expired	—		$	—	(2	)	$	18.03	Canceled/forfeited/expired	0	$	0
Outstanding at December 31, 2016	—		$	—	286		$	9.67
Outstanding at December 31, 2019									Outstanding at December 31, 2019	12	$	7.51
Granted	—		$	—	—		$	—	Granted	0	$	0
Exercised	—		$	—	(24	)	$	18.85	Exercised	(12)	$	7.51
Canceled/forfeited/expired	—		$	—	—		$	—	Canceled/forfeited/expired	0	$	0
Outstanding at December 31, 2017	—		$	—	262		$	8.81
Vested and expected to vest at December 31, 2017	—		$	—	262		$	8.81
Exercisable at December 31, 2017	—		$	—	262		$	8.81
Outstanding at December 31, 2020									Outstanding at December 31, 2020	0	$	0
Vested and expected to vest at December 31, 2020									Vested and expected to vest at December 31, 2020	0	$	0
Exercisable at December 31, 2020									Exercisable at December 31, 2020	0	$	0



	Operating Leases
Years ending December 31,
2018	$	16,962
2019	16,969
2020	16,913
2021	16,969
2022	16,777
Thereafter	66,439
Total minimum lease payments	$	151,029