AMN Healthcare Services Inc. (AMN) 2010年年度報告「NYSE」.pdf

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1、Annual ReportThe Leading Provider of Healthcare Staffi ng and Workforce Management SolutionsAfter weathering through the most severe contraction in the history of the healthcare staffi ng industry,2010 represented a year of stabilization and a transition back to growth.During these watershed times,c

2、ompanies may choose to either take a“hunker down”approach or use the turbulent market as an opportunity to consolidate and make important strides in their long term strategies.Just as we have done in prior contractions,we chose the latter approach to position AMN to build for future growth and to de

3、liver differentiated service offerings and increased value to our clients.While its true that we took a risk in increasing our debt level to make this happen,our approach appears to be paying off and the ultimate judge-current and new clients-are awarding AMN with more business and stronger relation

4、ships.GROWING OUR LEADERSHIP POSITIONA key to success in building a stronger future was our acquisition of Medfi nders,which closed in September 2010 and was strategically signifi cant for three key reasons.First,the ability to consolidate volume across overlapping travel nurse,allied health,and phy

5、sician staffi ng businesses enables AMN to increase operating leverage through better utilization of our scalable sales,credentialing and service model.We anticipate these cost synergies will reach$8 million in additional annualized EBITDA by the fourth quarter of 2011.Second,we have created measura

6、ble revenue synergies by combining the strengths of the two organizations.We have been able to immediately improve our managed services program(MSP)fi ll rates and serve our clients needs more quickly through our expanded local and national candidate supply.Whereas AMN was previously using subcontra

7、ctors to fi ll our local per diem orders,we are now able to fi ll a signifi cant portion of that demand directly through our newly-acquired local offi ce network.Likewise,the travel orders brought over by Medfi nders MSP contracts are now primarily being fi lled directly by leveraging ourlarge suppl

8、y of AMN travel professionals.We have already experienced signifi cant increases in direct fi ll rates of both our travel and local per diem MSP businesses and are running ahead of our original projection to add$2 million of additional annualized EBITDA by the fourth quarter of 2011.INNOVATION IN CL

9、IENT OFFERINGSThere are also other near and long term revenue synergies created by this acquisition.The needs and buying behavior of our healthcare client base have shifted over time.Under pressure to gain cost effi ciency without sacrifi cing patient care quality,healthcare organizations are seekin

10、g comprehensive solutions to manage their per diem,travel contract,and permanent clinical staffi ng needs in a more streamlined way through one supply chain manager.As a result,demand has increased signifi cantly for MSP and recruitment process outsourcing(RPO)services.As a result of the combination

11、,AMN is now solidly the nationwide leader in clinical staffi ng MSP and RPO with expertise in serving healthcare organizations,large and small,across the full spectrum of assignment lengths and clinical specialties.Clients have reacted positively to the melding of these complementary strengths,with

12、20 new MSP contracts POSITIONING FOR THE CHANGING WORLD OF HEALTHCAREDear AMN Healthcare Shareholders,of varying sizes signed since the announcement of the acquisition,representing over$45 million in estimated annual gross spend under management.A third strategic reason for the acquisition was the a

13、bility to expand into home healthcare.Home healthcare is an attractive market adjacency,as it leverages our strengths in the recruitment,staffi ng,credentialing,risk managment,and employment of healthcare professionals.Similar to the healthcare staffi ng industry,the underlying long term drivers for

14、 demand in home healthcare are strong.With an aging population,combined with the increasing focus of our clients to prevent unneeded and unprofi table readmissions,the demand to provide effi cient and effective transitionary,non-acute healthcare services should only grow stronger.This business segme

15、nt is relatively small with pro-forma revenues of$60 million generated in 2010,but it has healthy margins and is an important step in our strategy to fuel our future growth and diversify into new sources of revenues.EVERYDAY EXECUTIONIn addition to the acquisition,our teams were able to drive organi

16、c growth in 2010,despite a modest demand environment.Performance was led by the travel nurse and allied segment,which recaptured and expanded market share.By the fourth quarter,segment revenues were up over 15%year-over-year on an organic,same-store basis.Our locum tenens and physician permanent pla

17、cement businesses ended the year roughly fl at with prior year in the fourth quarter,which we believe is consistent with the broader market.I mentioned that we increased our debt level to execute the transformational acquisition of Medfi nders.Let me put this in perspective.We ended 2010 with$215 mi

18、llion in debt.This is similar to the debt level we had in 2005 when we acquired our physician staffi ng and recruitment business segments,and within two years,we had reduced our debt to EBITDA ratio in half.Our goal is to do the same again in the next two years.Our current priorities are to achieve

19、or exceed the expected EBITDA benefi ts of the transaction,execute well in our new and core businesses,and to expand market share through our differentiated workforce solutions,like MSP and RPO.We anticipate low capital expenditures and will use the majority of our cash fl owsto pay down debt.BUILDI

20、NG FOR A STRONGER FUTURE As we look out into the future,we are excited about the prospects for both AMN and the broader healthcare industry.Healthcare organizations are focused on transforming their delivery models to address the fundamental challenge of providing broader access to health services,w

21、hile maintaining the quality of care and reducing overall costs.We believe our unique combination of workforce solutions(which are focused on reducing costs and improving effi ciency),our proven success in recruiting clinicians,and our strong relationships will enable AMN Healthcare to further help

22、our clients meet their goals in this changing healthcare world.In 2010,AMN celebrated our 25th anniversary and we are proud to have the most talented,experienced and passionate team in the industry.Our leaders and team members are extremely committed and hard-working and our endurance and success is

23、 a direct refl ection of them.I am especially proud of the strong values exhibited by our team members every day.It is through our values-driven culture,our relentless focus on our clients and our long term strategy that have enabled AMN Healthcare to evolve into the largest provider of healthcare s

24、taffi ng and clinical workforce managed services solutions.We continue to balance our near and long term focus on delivering shareholder value by providing our clients with a superior experience and innovative service offerings,improving our operating leverage and being a good fi nancial steward.We

25、take this responsibility very serously.Thank you for your continued support and interest in AMN Healthcare,and we look forward to updating you on our progress.It should be a good year.Susan R.SalkaPresident and Chief Executive Offi cerUNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20

26、549FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2010,orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934For the transition period fromtoCommission File No.:001-16753AMN

27、 HEALTHCARE SERVICES,INC.(Exact Name of Registrant as Specified in Its Charter)Delaware06-1500476(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S.EmployerIdentification No.)12400 High Bluff Drive,Suite 100San Diego,California92130(Address of principal executive offices)(Zip Code)R

28、egistrants Telephone Number,Including Area Code:(866)871-8519Securities registered pursuant to Section 12(b)of the Act:Title of Each ClassName of each exchange on which registeredCommon Stock,$0.01 par valueNew York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:None.Indicat

29、e by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the SecuritiesAct.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of theExchange Act.Yes No Indicate by check mark whether the registrant

30、:(1)has filed all reports required to be filed by Section 13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was requiredto file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No In

31、dicate 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 preceding12 months(or for such shorter period that the registrant was

32、 required to submit and post such files).Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(229.405 of thischapter)is not contained herein,and will not be contained,to the best of registrants knowledge,in definitive proxy orinformation statements

33、incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,ora smaller reporting company.See the definitions of“large accelerated filer”,“accelerate

34、d filer”and“smaller reportingcompany”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the ExchangeAct).Yes No The aggreg

35、ate market value of the voting and non-voting common equity held by non-affiliates computed by referenceto the price at which the common equity was last sold,or the average bid and asked price of such common equity,as ofJune 30,2010 was$244,416,996 based on a closing sale price of$7.48 per share.As

36、of March 4,2011,there were 39,186,103 shares of common stock,$0.01 par value,outstanding.Documents Incorporated By Reference:Portions of the registrants definitive Proxy Statement for the Annual Meetingof stockholders to be held on April 12,2011 have been incorporated by reference into Part II and P

37、art III of this Form 10-K.TABLE OF CONTENTSItemPagePART I1.Business.11A.Risk Factors.121B.Unresolved Staff Comments.192.Properties.193.Legal Proceedings.194.(Removed and Reserved).20PART II5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases ofEquity Securities.216

38、.Selected Financial Data.247.Managements Discussion and Analysis of Financial Condition and Results of Operations.257A.Quantitative and Qualitative Disclosures about Market Risk.448.Financial Statements and Supplementary Data.459.Changes In and Disagreements With Accountants on Accounting and Financ

39、ial Disclosure.799A.Controls and Procedures.799B.Other Information.82PART III10.Directors,Executive Officers and Corporate Governance.8211.Executive Compensation.8212.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.8213.Certain Relationships and Related

40、Transactions,and Director Independence.8214.Principal Accounting Fees and Services.82PART IV15.Exhibits and Financial Statement Schedules.83Signatures.87THIS PAGE INTENTIONALLY LEFT BLANKReferences in this Annual Report on Form 10-K to“AMN Healthcare,”the“Company,”“we,”“us”and“our”refer to AMN Healt

41、hcare Services,Inc.and its wholly owned subsidiaries.PART IItem 1.BusinessOur CompanyAMN Healthcare Services,Inc.is the nations largest provider of comprehensive healthcare staffing andclinical workforce management solutions.As the leading provider of travel nurse,local(per diem)nurse,alliedand locu

42、m tenens(temporary physician)staffing services,we recruit and place healthcare professionals onassignments of variable lengths with clients throughout the United States.On September 1,2010,we completedthe acquisition of NF Investors,Inc.,a Delaware corporation(“NFI”),the parent company of Medfinders

43、,one ofthe nations leading providers of clinical workforce managed services programs.The strategic acquisition hasbroadened our managed service capabilities,making us the nations largest provider of clinical workforcemanaged services programs and recruitment process outsourcing solutions.The acquisi

44、tion also provided for ourentry into home healthcare services.Through our managed services program,we offer healthcare organizationsflexible,customized workforce management solutions with the goal of reducing costs and improving the qualityand consistency of their supplemental staff.We also provide

45、healthcare clients with permanent placementservices for clinicians.Our clients utilize our clinical workforce management solutions and our healthcare staffing services to cost-effectively manage their clinical workforce needs,both temporary and permanent.Physicians,in particular,aresignificant drive

46、rs of our clients revenue,influencing many hospitals,healthcare facilities and physician practicegroups to contract with search firms such as us to recruit physicians for their permanent needs as well.Short andlong-term shortages in our clients staff arise due to a variety of circumstances,including

47、 a lack of qualified,specialized local healthcare professionals,attrition,leave schedules and new unit openings.Increasingly,ourclients are looking for proven and stable partners that provide an integrated clinical workforce approach thatenables them to achieve high quality patient outcomes more eff

48、iciently.We believe our clients contract with usbecause of our access to a large national network of quality temporary and permanent healthcare professionals,our proven workforce management solutions,our reputation for quality and innovation and our reliable andsuperior customer service.Our staffing

49、 clients include acute and sub-acute healthcare facilities,physician groups,dialysis centers,clinics,ambulatory surgery centers,retail and mail-order pharmacies,home health agencies andlong-term care facilities.Our large number of hospital,healthcare facility and other clients provides us with theop

50、portunity to offer clinical positions typically in all 50 states and in a variety of work environments and clinicalsettings.We use distinct brands to market our differentiated services throughout the healthcare staffing spectrum.Wemarket our travel nurse and allied staffing services to hospitals and

51、 healthcare facilities generally under onebrand,AMN Healthcare,as a single staffing and clinical management services provider with access tohealthcare professionals from multiple recruitment brands.We market our locum tenens and physician permanentplacement services under brand names,including Staff

52、 Careand Merritt Hawkins.Additionally,we marketour pharmacy staffing services to retail customers under the company name Rx Pro Health.We market our localstaffing and home healthcare services under the brand name Nursefinders.We use a multi-brand recruitingstrategy to enhance our ability to successf

53、ully attract healthcare professionals in the United States andinternationally.We market our staffing opportunities to healthcare professionals under recruitment brands thatinclude American MobileHealthcare,Nursefinders,Medical ExpressSM,NurseChoice,NursesRx,MedTravelers,Club Staffing,Rx Pro Health,O

54、Grady Peyton International,Staff Care,Linde Healthcare,Kendall&Davisand Merritt Hawkins.Each brand has a distinct clinician focus,market strength and brandreputation.1Physicians,nurses and allied healthcare professionals choose temporary assignments for a variety of reasonsthat include seeking flexi

55、ble work opportunities,exploring different areas of the country and diverse practicesettings,building clinical skills and experience by working at prestigious healthcare facilities,avoiding thedemands and political environment of working as permanent staff,working through life and career transitions

56、,and as a means of access into a permanent staff position.We provide our temporary healthcare professionals withan attractive benefit package that may include free or subsidized housing,meals and incidentals,free orreimbursed travel,competitive wages,professional development opportunities,profession

57、al liability insurance,and,for employed professionals,a 401(k)plan and health insurance.We believe that we attract temporaryhealthcare professionals due to our long-standing reputation for providing a high level of service,our numerousjob opportunities,our benefit packages,our innovative marketing p

58、rograms and word-of-mouth referrals fromthe thousands of current and former healthcare professionals who have worked with us.With the acquisition of NFI,we added the home healthcare services segment,which operates through anetwork of Company-owned and franchised offices.We conduct home nursing and t

59、herapy services operationsthrough our 19 licensed offices,located in 10 states,from which we provide home healthcare services toindividuals with acute-care illness,long-term chronic health conditions,permanent disabilities,terminal illnessesand post-procedural needs.Reimbursement sources include gov

60、ernment programs,such as Medicare andMedicaid,and private sources,such as health insurance plans,managed care organizations,long-term careinsurance plans and personal funds.CompetitionThe healthcare staffing,recruitment and managed services industry is highly competitive.We compete innational,region

61、al and local markets for both healthcare professionals and hospital and healthcare facility clients.We compete with staffing and workforce management companies for hospital and healthcare facility clientsprimarily on the basis of the depth and quality of our healthcare professionals,the quality and

62、breadth of ourservice offerings and our experience and reputation in delivering these services,our national footprint,ourcustomer service and our recruitment expertise.When recruiting for healthcare professionals,in addition to otherrecruitment and staffing firms,we also compete with hospital system

63、s that have developed their own recruitmentdepartments and interim staffing pools.We compete for healthcare professionals primarily on the basis ofcustomer service,recruitment and placement expertise,the quantity,diversity and quality of availableassignments and placement opportunities,compensation

64、packages and,for our temporary nurses and alliedhealthcare professionals,the benefits that we provide to them while they are on assignment.We believe that larger,national firms that offer a broad spectrum of services such as us enjoy distinctadvantages over smaller,local and regional competitors in

65、the healthcare staffing,recruitment and clinicalworkforce managed services industry.We generally have access to a larger pool of available candidates,substantial word-of-mouth referral networks and recognizable brand names,enabling us to attract a consistentflow of new applicants.The breadth of our

66、services also allows us to provide even greater value through a morestrategic,comprehensive and integrated approach to our clients.Larger firms also generally have a deeper,morecomprehensive infrastructure with a more established operating model and processes that provide the long-termstability and

67、foundation for quality standards recognition,such as the Joint Commission staffing agencycertification.We also believe a solid financial structure provides an advantage as the provision of payroll andhousing services are working capital intensive.This advantage may be amplified during periods of tig

68、ht creditmarkets and general depressed economic conditions.Some of our competitors in the clinical workforce managed services,travel nurse,allied and locum tenensstaffingsectorsincludeCrossCountryHealthcare,CHGHealthcareServices,OnAssignmentandLocumT.The local per diem industry is highly fragmented

69、with thousands of small,local companies.National competitors include Medical Staffing Network,Supplemental Health Care,Maxim Healthcare Services,and Favorite Healthcare Staffing.The competitors in our permanent placement division are primarily regionalrather than national players,with the exception

70、of Jackson&Coker.The home healthcare industry is highlyfragmented with the four largest organizations representing less than 10%of the total revenues in the industry.2Demand and Supply DriversDemand DriversDemographics and Advances in Medicine and Technology.We believe that the demand for bothtempor

71、ary and permanent healthcare professionals will increase as the United States population growsand ages and medical technological advances result in longer life expectancy and chronic illnesses.Inaddition,enhanced healthcare technology has increased the demand for specialty clinicians who arequalifie

72、d to operate advanced medical equipment and perform complex medical procedures.Physician and Nursing Shortage.Many regions of the United States are experiencing a shortage ofphysicians,registered nurses and certain allied healthcare professionals.While the extent of thephysician shortage is debated,

73、the Bureau of Labor Statistics last estimates projected that theincremental job openings for physicians and surgeons from 2008 to 2018 will be 144,100,an increase of22%over ten years.When nurse vacancy rates increase,nurse staffing order levels typically increase aswell.In September 2004,the U.S.Dep

74、artment of Health and Human Services reported that theregistered nurse workforce is expected to be 36%below projected requirements by 2020.The demandfor our nursing staffing services is correlated with activity in the permanent labor market at hospitals.An overall growing need for healthcare profess

75、ionals is subject to cyclical fluctuations as generaleconomic conditions can impact unemployment rates and patient demand for healthcare services.Factors that we believe are contributing to the current and long-term supply shortage of healthcareprofessionals include:Aging of Physician and Nurse Popu

76、lation.Approximately 47%of all licensed physicians in theUnited States are 50 years and older,and according to the Association of Medical Colleges,nearlyone-third of all physicians will retire in the next decade.The U.S.Department of Health andHuman Services has reported that nurses over the age of

77、50 comprised 45%of the total nursepopulation in 2008,compared with 33%in 2000.Shortage of Medical and Nursing Schools.A shortage of qualified faculty and funding limits theavailability of medical and nursing schools to prospective healthcare professionals.Many believethat the numbers of medical and

78、nursing schools today are insufficient to generate the number ofhealthcare professionals needed to address the current and projected shortage.HealthcareProfessionalsLeavingPatientCareEnvironmentsforDifferentCareerOpportunities.The U.S.Department of Health and Human Services reported that amongemploy

79、ed nurses age 55 and older in 2008,13%intend to leave the nursing profession within thenext one to three years to either retire or take a position outside of nursing,with an additional 9%planning to leave their current nursing jobs and unsure if they will remain in nursing.Healthcareprofessionalscar

80、eeropportunitieshaveexpandedbeyondthetraditionalbedsiderole.Pharmaceutical companies,insurance companies,HMOs and hospital management,service andsupply companies offer healthcare professionals attractive positions which involve work that maybe perceived as more rewarding,and with increased compensat

81、ion,less demanding workschedules and more varied career progression and opportunity.Physicians Leaving Practices Due to Burdens of Malpractice Insurance and Medical InsuranceReimbursement.Physicians are concerned over reimbursement levels from insurance companiesand government agencies and frustrate

82、d with claim billing restrictions and paperwork.The cost ofmalpractice insurance is also considered a motivator for physicians to leave private practice.Increased Hospital Revenue Opportunity.Hospital and healthcare facilities primary revenue source isgenerated by physicians.By using permanent physi

83、cian search and locum tenens staffing services to fill3both permanent and temporary vacancies more quickly,hospitals and healthcare facilities are able tobenefit by sustained or increased patient flow and procedures resulting in additional revenue.With morephysicians admitting and treating patients,

84、healthcare facilities will have a need for more nurses andallied healthcare professionals to support the increased patient census.Shift to Flexible Staffing Models.Nurse wages comprise the largest percentage of hospitals laborexpenses.A focus on cost-effective healthcare service delivery could lead

85、more hospitals and otherhealthcare facilities to adopt adjustable staffing models and outsourced,integrated workforcemanagement solutions that may include utilization of flexible staffing resources such as temporaryhealthcare professionals.During periods of high general unemployment like 2009 and 20

86、10,manyfacilities rely on the willingness of permanent part-time and full-time staff to work additional hoursrather than temporary staffing agencies to fill their needs.Patient Demand.Patients have increasing access to healthcare information through various channelsincluding the internet and adverti

87、sing.With this information,many patients in recent years have taken amore active role in their own healthcare management,including requesting diagnostic tests and electiveand non-elective procedures.This increased patient demand for healthcare services is generally expectedto drive an increased need

88、 for healthcare professionals;however,if poor economic conditions continue,such an increase may be offset in the short or medium term by a continued reduction in electiveprocedures related to high unemployment or higher rates of the uninsured and underinsured.Medical Insurance Reimbursement.Reimburs

89、ement levels and coverage by government agencies andinsurance companies can drive fluctuations in demand for the particular specialties or procedures thatare impacted.The 2010 Affordable Care Act,as well as healthcare reform legislation on the state level,increasingly impacts reimbursement levels fo

90、r various healthcare services and procedures,which in turnimpacts the relative demand for various clinical specialties.Healthcare Reform.It is widely anticipated the Affordable Care Act(in its current form),will resultin a substantial increase in the number of newly insured Americans that will requi

91、re access to care,increasing the need for physicians,nurses and other allied health professionals in various healthcaresettings in and outside of the traditional acute-care hospital,which could increase demand for ourservices.Supply DriversTraditional Reasons for a Healthcare Professional to Work on

92、 a Temporary Assignment.Temporarystaffing allows healthcare professionals to explore new areas of the United States,work at prestigioushospitals,learn new skills,manage work/life balance,earn supplemental income,build their resumes,try out different clinical settings,reduce administrative burdens,al

93、low for a transitional period betweenpermanent jobs and avoid unwanted workplace politics that may accompany a permanent position.Benefits available to temporary healthcare professionals,which vary based on the nature of theassignment,may include competitive wages,professional liability insurance co

94、verage,professionaldevelopment opportunities,meals and incidentals,free or reimbursed travel,health insurance,and freeor subsidized housing.All of these opportunities have been constant supply drivers which continue toattract new healthcare professionals into our industry.Word-of-Mouth Referrals.New

95、 applicants are often referred to staffing companies by other healthcareprofessionals who have taken temporary assignments with or been placed in a permanent position bythose staffing companies.Growth in the number of healthcare professionals who have worked ontemporary assignments or have been plac

96、ed in permanent positions by a staffing agency,as well asgrowth in the number of hospital and healthcare facilities that have utilized temporary healthcareprofessionals,creates more opportunities for referrals.4More Physicians Choosing Temporary Staffing Due to Increased Malpractice and Reimbursemen

97、tConcerns.Locum tenens positions provide physicians the opportunity to practice medicine withoutundue concern for malpractice costs or insurance reimbursement.Nurses Choose Travel Staffing Due to the Nursing Shortage.In times of nursing shortages,permanentstaff nurses are often required to assume gr

98、eater responsibility and patient loads,work overtime and dealwith increased pressures within the hospital.Many experienced nurses choose to leave their permanentemployer and look for a more flexible and rewarding position.This may be offset in times of economicdifficulties when general unemployment

99、levels may reduce hospital attrition rates due to nurses or theirspouses employment or job security concerns.Legislation Allowing Nurses to Be Mobile.The Mutual Recognition Compact Legislation,promotedby the National Council of State Boards of Nursing,allows nurses to work more freely within statesp

100、articipating in the Compact Legislation without obtaining new state licenses.The recognitionlegislation has been implemented in 24 states.Physician Seeking Hospital Employment.Physicians are increasingly seeking direct placement withhospitals to enhance their work-life balance and achieve a more con

101、sistent income level resulting inhigher job satisfaction,and this trend is anticipated to increase with the implementation of theAffordable Care Act.Growth StrategyOur goal is to expand our leadership position within the comprehensive healthcare staffing and clinicalworkforce management solutions se

102、ctor in the United States.The key components of our business strategyinclude:DeliveringDifferentiatedValueandInnovationThroughExpandedandEnhancedServiceOfferings.To further enhance the growth in our business,diversify into new and more recurringrevenue sources,and improve our competitive position in

103、 the healthcare staffing and clinical workforcemanagement solutions sector,we constantly explore what additional services we can provide to betterserve those needs,including offering managed services programs and recruitment process outsourcing.As a result of this constant focus on the needs of our

104、clients and our agility in quickly responding,weacquired NFI in September of 2010.This acquisition clearly established our company as the marketleader in providing holistic workforce management solutions to our clients and significantly enhancedour recurring revenue stream through the addition of ov

105、er 100 new managed services contracts.Inaddition to expanding our workforce managements services line with it recurring revenue stream,wecontinue to introduce new service offerings such as home health and local staffing services in selectregions of the company.Possible areas of expansion depend upon

106、 their alignment with the followingkey criteria:deliver long-term value to our shareholders;align with our core expertise of recruitment,credentialing,and access to clinical labor;strengthen and broaden our client relationships;offeropportunities to reduce exposure to economic cycles and enhance our

107、 long-term sustainable,differentiated business model.Strengthening and Expanding Our Relationships with Hospitals and Healthcare Facilities.Wecontinue to strengthen and expand our relationships with our current hospital and healthcare facilityclients,while also developing new relationships.Hospitals

108、 and healthcare facilities are seeking a strongbusiness partner who can fulfill the quantity,breadth and quality of their temporary and permanentstaffing needs and help them develop strategies for the most cost-effective staffing models.In addition,over the past few years,hospitals and healthcare fa

109、cilities have shown an interest in working with fewervendors in order to improve efficiency.We believe that our larger size,reputation for quality and provenability to fill our clients staffing needs provide us with the opportunity to serve our client facilities5implementing this vendor consolidatio

110、n strategy.Because we possess the largest national network ofavailable physician,nurse and allied healthcare professionals,and are the largest managed serviceprovider in the industry,we are well positioned to offer our hospital and healthcare facility clients awide spectrum of effective management a

111、nd staffing solutions to meet their staffing needs.Expanding Our Network of Qualified Healthcare Professionals.Through our recruiting efforts,wecontinue to expand our network of qualified healthcare professionals and our breadth of specialties,including dental practitioners,medical and lab technicia

112、ns,nurse practitioners and intermittent care-experienced healthcare professionals.We continue to build our supply of healthcare professionalsthrough referrals from healthcare professionals who are currently working or have been placed by us inthe past,as well as through advertising and internet sour

113、ces.We have also conducted several researchinitiatives enabling us to segment the population of healthcare professionals and develop targetedadvertising campaigns directed at these different segments.Leveraging Our Business Model and Large Hospital and Healthcare Facility Client Base.We seek toincre

114、ase our operational effectiveness,efficiency,scalability and agility through our proven multi-brandrecruiting strategy,large network of healthcare professionals,established hospital and healthcare facilityclient relationships,proprietary information systems,innovative marketing and recruitment progr

115、ams,training programs and centralized administrative support systems.Our multi-brand recruiting strategyfor temporary nurses and allied healthcare professionals generally allows a recruiter in any of our nurseor allied staffing brands to take advantage of all of our nationwide placement opportunitie

116、s.In addition,our information systems and operational support and customer service personnel permit our recruiters tospend more time focused on the placement of our healthcare professionals.Over the past two years,wehave streamlined our temporary nurse and allied operations and continue to condense

117、the number ofbrands to leverage the brand awareness and brand equity of our strongest brands.Going forward,ourbrand portfolio will be supported by a more streamlined operating structure with the opportunity forgreater,more distinct differentiation for each of the healthcare professional-facing brand

118、s,and greaterleveraging of brand equity and awareness across our facility client-facing brands.Providing Innovative Technology.We continue to be an innovation leader in healthcare staffing byproviding on-line services and tools to both our hospital and healthcare facility clients and ourhealthcare p

119、rofessionals.Through our SingleSourcetechnology,we provide online resources forhospital and healthcare facility clients to streamline their communications and process flow to secureand manage staffing services.Another on-line resource,The Service Connection,provides ourhealthcare professionals the a

120、bility to track assignment information and complete key formselectronically.Both sites offer secure access and self-service features twenty-four hours a day,sevendays a week.Building the Strongest Management Team to Optimize Our Business Model.We continue to focus ontraining and professional develop

121、ment for all levels of management and sales staff and continue to hireskilled and experienced team members to deliver superior service to our hospital and healthcare facilityclients.Capitalizing on Strategic Acquisition Opportunities.In order to enhance our competitive position,wewill continue to se

122、lectively explore strategic acquisitions,subject to credit availability or access to thecapital markets.In the period following acquisitions,we have sought to achieve the anticipated cost andrevenue synergies of the combinations,leverage our client relationships and orders across our divisions,integ

123、rate back-office functions and,where appropriate,maintain brand differentiation in the recruitmentof healthcare professionals.6Business OverviewServices ProvidedNurse and Allied Healthcare Staffing SegmentThrough our nurse and allied healthcare staffing segment,we provide hospital and other healthca

124、re facilitieswith a range of clinical workforce management and staffing solutions,including a comprehensive managedservices workforce solution in which we can manage all of the temporary nursing and allied needs for a client;arecruitment process outsourcing program that leverages our expertise and s

125、upport systems to replace orcomplement our clients existing internal recruitment function for permanent staffing needs and more traditionalstaffing service solutions of local,short and long-term assignment lengths.The nurse and allied healthcarestaffing segments revenue and operating income are prov

126、ided in“Item 8.Financial Statements andSupplementary DataNotes to Consolidated Financial StatementsNote 1(t)”.Nurses.We provide medical nurses,surgical nurses,specialty nurses,licensed practical or vocationalnurses,advanced practice nurses,surgical technologists and dialysis technicians in a wide ra

127、nge of specialties fortemporary assignments throughout the United States.The majority of our assignments are in acute-care hospitals,including teaching institutions,trauma centers and community hospitals.Nurses comprised approximately 81%of total nurse and allied temporary healthcare professionals w

128、orking for us in 2010.We place our qualified nurseprofessionals with premier,nationally recognized hospitals and hospital systems.While the majority of nursesthat we place on assignment have been educated and trained in the United States,we recruit English-speakinginternationally trained nurses from

129、 foreign countries through our OGrady Peyton International brand for 12-24month assignments.In addition,we offer a shorter-term staffing solution of four to eight weeks under ourNurseChoice brand to address hospitals urgent need for registered nurses.NurseChoice is targeted to recruit andstaff nurse

130、s who can begin assignments within one to two weeks in acute-care facilities in contrast to the three tofive week lead time that may be required for travel nurses.Beginning in 2010,with the acquisition of NFI,wealso offer local(per diem)staffing.Local staffing involves the placement of locally based

131、 healthcareprofessionals on daily shift work on an as needed basis.Hospitals and healthcare facilities often give only a fewhours notice of their local staffing assignments,which require a quick turnaround from their staffing agencies ofgenerally less than 24 hours.Allied Health Professionals.We pro

132、vide allied health professionals under brands that include MedTravelers,Club Staffing and Rx Pro Health to acute-care hospitals and other healthcare facilities such as skillednursing facilities,rehabilitation clinics,and retail and mail-order pharmacies.Allied health professionals includesuch discip

133、lines as physical therapists,respiratory therapists,occupational therapists,medical and radiologytechnologists,speech pathologists,rehabilitation assistants,pharmacists and pharmacy technicians.Allied healthprofessionals comprised approximately 19%of the total nurse and allied temporary healthcare p

134、rofessionalsworking for us in 2010.Locum Tenens Staffing SegmentUnder our Staff Care and Linde Healthcare brands,we place physicians of all specialties,certified registerednurse anesthetists(“CRNA”),nurse practitioners and dentists on a temporary basis(“locum tenens”)asindependent contractors with a

135、ll types of healthcare organizations throughout the United States,includinghospitals,medical groups,occupational medical clinics,individual practitioners,networks,psychiatric facilities,government institutions,and managed care entities.These professionals are recruited nationwide and typicallyplaced

136、 on multi-week contracts with assignment length ranging from a few days up to one year.The locumtenens staffing segments revenue and operating income are provided in“Item 8.Financial Statements andSupplementary DataNotes to Consolidated Financial StatementsNote 1(t)”.7Physician Permanent Placement S

137、ervices SegmentWe provide physician permanent placement services under our Merritt Hawkins and Kendall&Davisbrands to hospitals,healthcare facilities and physician practice groups throughout the United States.Using adistinct consultative approach that we believe is more client-oriented,we are primar

138、ily paid for our servicesthrough a blend of retained search fees and variable fees tied to work performed and successful placement.Ourbroad specialty offerings include over 70 specialist and sub-specialist opportunities such as internal medicine,family practice and surgery.The physician permanent pl

139、acement services segments revenue and operatingincome are provided in“Item 8.Financial Statements and Supplementary DataNotes to Consolidated FinancialStatementsNote 1(t)”.Home Healthcare Services SegmentWith the acquisition of NFI on September 1,2010,we added the home healthcare services segment.We

140、provide home healthcare services to individuals with acute-care illness,long-term chronic health conditions,permanent disabilities,terminal illnesses and post-procedural needs.Our home healthcare services are subject toextensive federal,state and local laws and regulations.Such laws and regulations

141、include federal Medicare andstate licensing requirements,periodic audits by government agencies,and mandatory compliance with federaland state antifraud,anti-abuse,and anti-kickback statutes and regulations.The home healthcare servicessegments revenue and operating income are provided in“Item 8.Fina

142、ncial Statements and SupplementaryDataNotes to Consolidated Financial StatementsNote 1(t)”.National Presence and Diversified Hospital and Healthcare Facility Client BaseWe offer healthcare professionals placement opportunities and provide staffing solutions to our hospital andhealthcare facility cli

143、ents throughout the United States.We typically generate revenue in all 50 states.During2010,the largest percentages of our revenue were concentrated in California,Texas,Maryland,New York,Florida and Pennsylvania.The majority of our temporary healthcare professional assignments are at acute-care hosp

144、itals.In addition toacute-care hospitals,we provide services to sub-acute healthcare facilities,physician groups,rehabilitationcenters,dialysis clinics,pharmacies,home health service providers and ambulatory surgery centers.Our clientsinclude hospitals and healthcare systems such as Kaiser Foundatio

145、n Hospitals,Georgetown University Hospital,HCA,NYU Medical Center,Stanford Hospital and Clinics,UCLA Medical Center,The University of ChicagoHospitals and Mayo Health System.No single client healthcare system comprised more than 10%of revenue andno single client facility comprised more than 3%of rev

146、enue for the year ended December 31,2010.Our Business ModelWe have developed and continually refine our business model to achieve greater levels of productivity andservice delivery efficiency.Our model is designed to optimize the communication with,and service to,both ourhealthcare professionals and

147、 our hospital and healthcare facility clients.Marketing and Recruitment of New Healthcare ProfessionalsWe believe that physician,nursing,allied and home healthcare professionals are attracted to us because ofour customer service and relationship-oriented approach,our competitive compensation and ben

148、efits package,and our large and diverse offering of work assignments that provide the opportunity to work at numerousattractive locations throughout the United States.We believe that our multi-brand recruiting strategy makes usmore effective at reaching a larger number of healthcare professionals,wh

149、ile still leveraging operationalefficiencies.8In our effort to attract and retain highly qualified healthcare professionals,we offer a variety of benefits toour employed professionals.These benefits may include:free or subsidized housing,meals and incidentals,freeor reimbursed travel,competitive wag

150、es,professional development opportunities,professional liability insuranceand,for employed professionals,a 401(k)plan and health insurance.Screening,Licensing and Quality ManagementThrough our quality service departments,we screen all nursing,allied and home healthcare professional andlocum tenens c

151、andidates prior to placement.We continue to evaluate our healthcare professionals after they areplaced to ensure adequate performance and manage risk,as well as to determine feasibility for future placements.Our internal processes are designed to ensure that our healthcare professionals have the app

152、ropriate experience,credentials and skills for the assignments they accept.Additionally,these processes enable us to assist withlicensing and privileging for our physicians placed on assignments.Our experience has shown us that well-matched placements result in more satisfied healthcare professional

153、s and healthcare facility clients.PlacementThrough our nurse and allied healthcare staffing segment,we provide acute-care facilities as well as otherhealthcare facilities with a range of clinical workforce management and staffing solutions.These offeringsinclude a comprehensive managed services work

154、force solution in which we can manage all of the temporarynursing and allied needs for a client,a recruitment process outsourcing program that leverages our expertise andsupport systems to replace or complement our clients existing internal recruitment function for permanentstaffing needs and more t

155、raditional staffing service solutions of local,short and long-term assignment lengths.Under our national sales approach,staffing orders are generally entered into our information network by ouraccount managers and are available to the recruiters at all of our recruitment brands.The account managersd

156、evelop a relationship with the healthcare facility,arrange telephone interviews between the temporaryhealthcare professional and the facility,and confirm offers and placements with the healthcare facility.At thesame time,our recruiters seek to develop and maintain strong and lasting relationships wi

157、th our healthcareprofessionals.For the locum tenens staffing and physician permanent placement services segments,orders for temporaryphysicians or permanent placement requests are generated by our national marketing teams.Our nationalpresence and infrastructure enable us to provide physicians with a

158、 variety of attractive client locations,perquisites and opportunities for career enhancement.Our recruiters and account representatives work togetherusing proprietary information systems to fill orders and schedule physicians on temporary assignments.Ourpermanent placement recruiters work closely wi

159、th our clients and marketing team to recruit and fill permanentplacement requests.We also have the ability to cross-sell our permanent placement and temporary placementservices to our clients.Our home healthcare services segment obtains patients and clients primarily through personal and corporatesa

160、les presentations,telephone marketing calls,and referrals from presentations to physicians,hospital dischargeplanners,senior care managers,facilities such as assisted living facilities and community association such as theAlzheimers Association.We maintain a dedicated sales force responsible for gen

161、erating local,regional andnational referrals,as well as our company website that describes the Company,its services and products.Client BillingDuring 2010,we billed substantially all of the temporary nurse,allied and physician healthcareprofessionals on assignment based on hours and days worked cont

162、racts.Under hours and days worked contracts,the temporary healthcare professional is either our employee for payroll and benefits purposes or an independentcontractor typically paid directly by us on behalf of the hospital and healthcare facility clients.Under thisarrangement,we bill our hospital an

163、d healthcare facility clients at an hourly or daily rate that effectively includes9reimbursement for recruitment fees,compensation and for the temporary healthcare professionals who are ouremployees,any benefits and any applicable employer taxes.Housing,travel expenses,and meals and incidentals,if a

164、pplicable,are either included in the hourly/daily rate or billed separately.Overtime,shift differential andholiday hours worked are typically billed at a premium rate.In turn,we pay the temporary healthcareprofessionals wages or contracted fees,housing,travel costs,and meals and incidentals costs if

165、 applicable,andany other benefits.Providing payroll services is a value-added and convenient service that hospitals andhealthcare facilities generally expect from their supplemental staffing sources.For our physician permanent placement services,we typically bill clients for a search initiation fee,

166、hoursworked and expenses on the search engagement and a non-refundable placement fee once the placement occurs.For our home healthcare services,we generally bill for all authorized services provided based on establishedor contracted fee schedules.Information SystemsOur management information and com

167、munications systems,including our financial reporting systems,areprimarily centralized and controlled in our corporate headquarters in San Diego,CA,with additional systems forour physician businesses centralized and controlled at our offices in Irving,TX and other systems for our recentlyacquired NF

168、I local staffing and home health business divisions centralized and operated in our offices inArlington,TX.We have developed and currently operate proprietary information systems that include integratedprocesses for healthcare professional and healthcare facility contract management,matching of heal

169、thcareprofessionals with client assignments,healthcare professional file submissions for placements,qualitymanagement tracking,managing compensation packages and managing healthcare facility contract and billingterms.These systems provide our staff with fast,detailed information regarding individual

170、 healthcareprofessionals and hospital and other clients and are scalable to support future business growth.We use leadingcommercial package systems for our home healthcare services segment and our corporate back-office functions.In addition,we maintain a backup data center to provide continued syste

171、m operations in case of a major disasteror system outage.Risk ManagementWe have developed an integrated risk management program that focuses on loss analysis,education andassessment in an effort to reduce our operational costs and risk exposure.We regularly analyze our losses onprofessional liabilit

172、y claims and workers compensation claims to identify trends.This allows us to focus ourresources on those areas that may have the greatest impact on us,price our services appropriately and adjust oursales and operational approach to these areas.We have also developed educational materials for distri

173、bution toour healthcare professionals that are targeted to address specific work-injury risks and documentation of clinicalevents.In addition to our proactive measures,we engage in a review process for incidents involving our healthcareprofessionals.Upon notification of a healthcare professionals in

174、volvement in an incident that may result inliability for us,the healthcare professionals actions are reviewed and a prompt determination is made regardingwhether the healthcare professional will continue the assignment and whether we will place him/her on futureassignments.We also rely on our hospit

175、al and healthcare facility clients and the state professional associationsinvestigation of incidents involving our healthcare professionals in determining continued and futureassignments.RegulationThe healthcare industry is subject to extensive and complex federal and state laws and regulations rela

176、ted toprofessional licensure,conduct of operations,payment for services and payment for referrals.We provide10services on a contract basis and,for most of our business lines,with the exception of our home health servicessegment,are paid directly by the hospital,healthcare facility and physician prac

177、tice group clients.Accordingly,Medicare,Medicaid and managed care reimbursement policies do not affect those businesses directly,thoughreimbursement changes in government programs,particularly Medicare and Medicaid,can and do indirectlyimpact that business.In our new home healthcare services segment

178、,we are paid directly by Medicare,Medicaidand other state-funded programs,and thus regulations that reduce utilization rates,increase eligibility criteria orreduce reimbursement rates may all negatively directly impact a portion of this segments revenue opportunities.As discussed in“Item 1A.Risk Fac

179、tors”,we continue to monitor healthcare reform legislation and regulatorychanges for potential impact on our business.Some states require state licensure for businesses that employ,assign and/or place healthcare personnel toprovide healthcare services at hospitals and other healthcare facilities.We

180、are currently licensed in states thatrequire such licenses and take measures to ensure compliance with all material state licensure requirements.Ourtravel nurse and allied healthcare staffing divisions,as well our locum tenens company,Staff Care,Inc.,andseveral of our local staffing offices have all

181、 received Joint Commission certification based on a review of ourcompliance with national standards.We were the first healthcare staffing firm in the country to receive theprestigious Joint Commission certification as a corporate system with multiple staffing sites.In addition to state licensing req

182、uirements,our home healthcare services are subject to other state laws andregulations,including periodic audits by government agencies and Medicaid regulations.Moreover,certain ofour home healthcare offices are Medicare providers which entail an additional level of compliance andregulations.Most of

183、the healthcare professionals that we employ or independently contract with are required to beindividually licensed or certified under applicable state laws.We take appropriate steps to validate that ourhealthcare professionals possess all necessary licenses and certifications.We recruit nurses from

184、Canada for placement in the United States.Canadian nurses can come to the UnitedStates on TN Visas under the North American Free Trade Agreement.TN Visas are three-year temporary workvisas,which generally allow entrance into the United States provided the nurse presents at the border proof ofwaiting

185、 employment in the United States,evidence of the necessary healthcare practice licenses and a visacredentials assessment from the Commission on Graduates of Foreign Nursing Schools.With respect to our recruitment of international temporary healthcare professionals through our OGradyPeyton Internatio

186、nal brand,we must comply with certain United States immigration law requirements,includingthe Illegal Immigration Reform and Immigrant Responsibility Act of 1996.We primarily bring healthcareprofessionals to the United States on permanent immigrant visas,commonly referred to as“green cards”.Sincelat

187、e 2006,however,there have been virtually no permanent immigrant visas available for nurses overseas as aresult of visa quotas.EmployeesAs of December 31,2010,we had approximately 1,833 corporate employees.During the fourth quarter of2010,we had an average of about 5,518 nurse,allied and other clinic

188、al healthcare professionals contracted towork for us,and days filled by our physician and CRNA independent contractors totaled 48,502.Days filled iscalculated by dividing the physician and CRNA independent contractor hours filled during the period by eighthours.Additional InformationWe were incorpor

189、ated in the state of Delaware on November 10,1997.We maintain a corporate website Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q,11Current Reports on Form 8-K and amendments to these reports,as well as other material information provided toinvestors,are made available,free of charge,thro

190、ugh this website as soon as reasonably practicable after beingfiled with or furnished to the Securities and Exchange Commission.The information found on our website is notpart of this or any other report we file with or furnish to the Securities and Exchange Commission.Item 1A.Risk FactorsThe follow

191、ing risk factors should be read carefully 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 materiallyadversely affect our Company,operating results,financial condition,stock price,and the actual outcome

192、ofmatters as to which forward-looking statements are made in this Annual Report on Form 10-K.Certainstatements in“Risk Factors”constitute“forward-looking statements.”Our actual results could differmaterially from those projected in the forward-looking statements as a result of certain factors andunc

193、ertainties set forth below and elsewhere in this Annual Report on Form 10-K.See“Item 7.ManagementsDiscussion and Analysis of Financial Condition and Results of OperationsSpecial Note Regarding Forward-Looking Statements.”A continued significant economic downturn and slow recovery could result in les

194、s demand from clients orotherwise negatively affect our clients,either of which could negatively impact our financial condition andresults of operations.Demand for staffing services is sensitive to changes in the level of economic activity.As economicactivity slowed down,hospitals and other healthca

195、re entities experienced decreased attrition and reduced theiruse of temporary employees before undertaking layoffs of their regular employees and increasingly relied oninternal staff retention and recruitment efforts,resulting in decreased demand for our healthcare professionals.In times of economic

196、 downturn and high unemployment rates,permanent full time and part time healthcarefacility staff were generally inclined to work more hours and overtime,resulting in fewer available vacanciesand less demand for our services.Fewer placement opportunities for our temporary healthcare professionalshas

197、impaired our ability to recruit and place both temporary and permanent placement healthcareprofessionals,and the continuing effect of the recession and the slow pace of recovery may continue todepress our revenues and profitability.Many healthcare facilities will utilize temporary healthcare profess

198、ionals to accommodate an increase inhospital admissions.Alternatively,when hospital admissions decrease,due to reduced consumer spendingaffecting elective surgery volume,general unemployment causing an increase in under-and uninsured patientsand other factors,as we have seen in the recession,the dem

199、and for our temporary healthcare professionals maydecline.This may have an even greater negative impact on demand for physicians in certain specialties such assurgery and anesthesiology.In addition,we may experience more competitive pricing pressure during periods ofpatient occupancy and hospital ad

200、mission downturns,negatively impacting our revenue and profitability.Additionally,a continued economic downturn could result in higher unemployment claims.As a result,thesignificant economic downturn and slow recovery could have a material adverse effect on our business,financialcondition and result

201、s of operations.Over the past three years,general worldwide economic conditions resulted in a situation where there waslimited availability and access to credit and capital markets,slower economic activity,decreased consumerconfidence,reduced corporate profits and capital spending and higher unemplo

202、yment.While indications are thatour business has stabilized,it is unclear when the demand environment will return to normalized levels.Theseconditions make it difficult for our clients and us to accurately forecast and plan future business activities.Furthermore,during challenging economic times,our

203、 clients,in particular our clients reliant on state governmentfunding,may face issues gaining timely access to sufficient credit,which could result in an impairment of theirability to make payments to us,timely or otherwise,for services rendered.If that were to occur,we may berequired to increase ou

204、r allowance for doubtful accounts and our days sales outstanding would be negatively12impacted.We cannot predict the timing,strength or duration of any economic slowdown or subsequent economicrecovery.If the economy or markets in which we operate continue to remain depressed or deteriorate further,w

205、emay record additional charges related to restructuring costs and the impairment of goodwill and other long-livedassets,and our business,financial condition and results of operations will likely be materially and adverselyaffected.If we are unable to continue to recruit and retain healthcare profess

206、ionals for our healthcare staffingbusiness at reasonable costs,it could increase our operating costs and negatively impact our business.We rely significantly on our ability to recruit and retain healthcare professionals who possess the skills,experience and licenses necessary to meet the requirement

207、s of our hospital,healthcare facility clients andphysician practice groups.We compete for healthcare staffing personnel with other temporary healthcare staffingcompanies and with hospitals,healthcare facilities and physician practice groups based on the quantity,diversityand quality of assignments o

208、ffered,compensation packages and the benefits that we provide to our healthcareprofessionals.We rely on our human capital intensive,relationship-oriented approach and national infrastructureto enable us to compete in all aspects of our business,but particularly in the permanent physician staffingbus

209、iness.We must continually evaluate and expand our temporary and permanent healthcare professionalnetwork to serve the needs of our hospital,physician practice groups and other clients.Currently,there is a shortage of qualified doctors,nurses and certain allied healthcare professionals in theUnited S

210、tates.High general unemployment levels may reduce the number of healthcare professionals willing totake on temporary assignments as opposed to permanent positions,a tendency which may continue and lag ageneral economic recovery.We may be unable to continue to maintain or increase the number of tempo

211、rary andpermanent healthcare professionals that we recruit,decreasing the potential for growth of our business.Ourability to recruit and retain temporary and permanent healthcare professionals depends on several factors,including our ability to provide our healthcare professionals with assignments a

212、nd placements that they view asattractive and to provide our temporary healthcare professionals with competitive compensation packages andfees.The costs of attracting healthcare professionals and providing them with attractive compensation packagesmay be higher than we anticipate,or we may be unable

213、 to pass these costs on to our hospital and healthcarefacility clients.If we are unable to charge rates to our hospital and healthcare facility clients to cover these costs,our profitability could decline.Moreover,if we are unable to recruit temporary and permanent healthcareprofessionals,our servic

214、e execution may deteriorate and,as a result,we could lose clients.Our operations may deteriorate if we are unable to continue to attract,develop and retain our sales andoperations personnel.Our success is dependent upon the performance of our sales and operations personnel.The number ofindividuals w

215、ho meet our qualifications for these positions is limited,and we may experience difficulty inattracting qualified candidates.In addition,we commit substantial resources to the training,development andsupport of our personnel.Competition for qualified sales personnel in the line of business in which

216、we operate isstrong,and there is a risk that we may not be able to retain our sales personnel after we have expended the timeand expense to recruit and train them.Our business depends upon our ability to secure and fill new profitable orders and searches from ourhospital,healthcare facility and phys

217、ician practice group clients because we generally do not have long-term,exclusive or guaranteed contracts.We increasingly provide clinical staffing managed services programs and have preferred staffingrelationships with our hospital clients,especially in our nursing business,under which we manage th

218、eir clinicalinterim staffing needs.Nevertheless,outside of our managed service program offering,we generally do not havelong-term,exclusive or guaranteed order contracts for temporary healthcare staffing with our clients.Our13hospital,healthcare facility and physician practice group clients are gene

219、rally free to award contracts,placeorders and new searches with our competitors.Therefore,we must maintain positive relationships with theseclients to continually secure new profitable searches and orders from them and then fill those needs.Some hospitals and healthcare facility clients choose to ut

220、ilize vendor management service companies orstaffing associations owned by member healthcare facilities that may act as intermediaries with staffing firmssuch as us.While we are currently the largest provider of managed services programs in our industry,competition is expected to intensify with many

221、 new entrants appearing.The success of such competitors mayimpact both our managed services and our traditional staffing services sales opportunities.In addition,weprovide services to some of our government clients through businesses such as small businesses or minority-owned contractors who have re

222、ceived set-aside awards.These various intermediary organizations may impactour ability to obtain new clients and maintain our existing client relationships by impeding our ability to accessand contract directly with healthcare facility clients,as well as impact the profitability of these clientrelat

223、ionships.Consolidation and concentration in buyers of healthcare staffing services could impact demand andpricing of our services,in addition to our ability to mitigate credit risk.We extend credit and payment terms to our customers.In addition to ongoing credit evaluations of ourclients financial c

224、ondition,we traditionally seek to mitigate our credit risk by managing client concentration.Wehave seen an increase in staffing customers use of intermediaries such as vendor management service companiesand group purchasing organizations,which may provide these organizations enhanced bargaining powe

225、r.Similarly,our own success in winning managed services contracts means some larger health systems have grownand may continue to grow substantially relative to our other revenue sources.We have also seen some recentconsolidation of healthcare systems.To the extent that these trends exist and continu

226、e,it could lead to a greaterconcentration of buyers of healthcare staffing services and less diversification of our customer base which couldimpact demand and pricing for our services,as well as our ability to mitigate credit risk.The demand for our services,and therefore the profitability of our bu

227、siness,may be adversely affected bychanges in staffing needs due to the adoption of alternative modes of healthcare delivery,staffingpreferences of our healthcare facility clients and fluctuations in hospital admissions.The settings for the delivery of patient services are continually evolving and i

228、mplicate alternative modes ofhealthcare delivery,such as home based care.Demand for our services is affected by government mandates andthe publics adoption and demand for such new modes of healthcare delivery,by our clients evolving needs inlight of that demand,and by our ability to adapt to fill th

229、ose needs.Demand for our services is also affected bythe staffing needs and preferences of our healthcare facility clients,as well as by fluctuations in patientoccupancy at our client healthcare facilities due to economic factors and seasonal fluctuations that are beyond ourcontrol.Historically,hosp

230、itals in certain geographical regions have experienced significant seasonal fluctuationsin admissions,and needed to be able to adjust their staffing levels to accommodate the change in patient census;however,seasonal fluctuations have diminished in recent years,negatively impacting demand for our se

231、asonalstaffing services.The ability of our hospital,healthcare facility and physician practice group clients to retain and increasethe productivity of their permanent staff may affect the demand for our services.If our hospital,healthcare facility and physician practice group clients retain and incr

232、ease the productivity oftheir permanent staff,their need for our services may decline.Higher permanent staff retention rates andincreased productivity of permanent staff members could result in increased efficiencies,thereby reducing thedemand for both our temporary staffing and permanent placement

233、services,which could negatively impact ourrevenue and profitability.14We are subject to federal and state healthcare industry regulation including professional licensure,conduct of operations,and costs and payment for services and payment for referrals,as well as lawsregarding employment practices,g

234、overnment contracting and immigration.The healthcare industry is subject to extensive and complex federal and state laws and regulations related toprofessional licensure,conduct of operations,costs and payment for services and payment for referrals.We provide staffing,workforce management and recrui

235、tment services on a contract basis to our clients,andwith the exception of our home healthcare services business,are paid directly by our hospital,healthcare facilityand physician practice group clients.As a result,other than in our home healthcare services business,we are notdirectly impacted by Me

236、dicare,Medicaid and managed care reimbursement policy changes.Nevertheless,reimbursement changes in government programs,particularly Medicare and Medicaid,can and do indirectlyaffect the demand and the prices paid for our services.For example,our hospital,healthcare facility andphysician practice gr

237、oup clients could receive reduced reimbursements or be excluded from coverage,because ofa change in the rates or conditions set by federal or state governments,as we have experienced in the radiologyspecialties.In addition,our hospital,healthcare facility and physician practice group clients could s

238、uffer civil andcriminal penalties,as could the Company,as a government contractor,and be excluded from participating inMedicare,Medicaid and other healthcare programs for failure to comply with the laws and regulations.Suchchanges in federal reimbursement program laws and regulations,or the exclusio

239、n of our hospital,healthcarefacility and physician practice group clients from such programs could adversely affect our clients which in turncould also adversely affect the prices and demand for our services.A significant portion of our hospital andhealthcare facility clients are state and federal g

240、overnment agencies,where our ability to compete for newcontracts and orders,and the profitability of these contracts and orders,may be affected by governmentlegislation,regulation or policy.Additionally,in providing services to state and federal government clients,weare also subject to specific laws

241、 and regulations which government agencies have broad latitude to enforce.Anyregulatory or policy changes or modification of application of existing regulations could adversely affect ourability to contract with these government agencies or the costs of operations of serving these clients,and as are

242、sult impact revenues and profitability.For our home healthcare services,we are paid directly by Medicare,Medicaid and other state-fundedprograms,and thus regulations which reduce utilization rates,increase eligibility criteria or reducereimbursement rates may all negatively directly impact a portion

243、 of this segments revenue opportunities.Inaddition,unfavorable audit results may impact our ability to do business under certain government fundedprograms and/or within a certain area or region.The success of our business depends on our ability to quickly and efficiently qualify healthcareprofession

244、als in the various jurisdictions and settings in which we operate,where we are subject to extensivestate regulation of healthcare professional licensure and conduct of operations.The costs and requirements tocomply with these regulations may impact the revenues and profitability of our business.We a

245、re also subject to certain laws and regulations applicable to healthcare staffing agencies and generaltemporary staffing services.Like all employers,we must also comply with various laws and regulations relatingto pay practices,workers compensation and immigration.There is a risk that we could be su

246、bject to payment ofadditional wages,insurance and employment and payroll related taxes if certain of our corporate employeesclassified as exempt from overtime and minimum wage requirements are re-classified as non-exempt fromovertime and minimum wage requirements.Because of the nature of our busines

247、s,the impact of these laws andregulations may have a more pronounced effect on our business.These laws and regulations may also impede ourability to grow our operations.State legislation exists,such as legislation in Massachusetts that limits the hourly rate paid to temporarynursing agencies for reg

248、istered nurses,licensed practical nurses and certified nurses aides.While our serviceofferings are exempt,in part,from this Massachusetts regulation,similar regulations may be enacted in other15states in which we operate,and as a result revenue and margins could decrease.Furthermore,third party paye

249、rs,such as federal and state government and health maintenance organizations,significantly impact the pricescharged for medical care.Failure by hospitals,healthcare facilities and physician practice groups to obtain fullreimbursement from those third party payers could reduce the demand or the price

250、 paid for our services,or resultin some client solvency issues or cessation of business.Legislation impacting the current delivery and third party payor system for healthcare may havesignificant and unforeseeable impacts on our business.In 2010,Congress passed the Affordable Care Act,providing for e

251、xtensive healthcare reform.The measureis being legally challenged.If sustained,many of its reforms are scheduled to be phased in over a number ofyears.Many questions remain concerning the impact of this legislation,including to what extent it will cause thefederal or one or more state governments to

252、 assume a larger role in the healthcare system,expand healthcarecoverage of Americans,and/or impose new and potentially significant restrictions on reimbursement.Given thelegal challenges and open questions,we cannot predict the impact of healthcare reform legislation on our clientsor the direct or

253、indirect impact on us.The implementation of such healthcare reforms in their current form wouldimpact our clients and may affect certain aspects of our business,including through:changes to providerreimbursement methods and payment rates which could impact demand for and pricing of our services;them

254、anner in which we contract with physicians and other healthcare professionals or with hospitals and/or otherhealthcare clients;the imposition of additional medical,administrative,technology or other costs on us and/orclients;and the regulation of the collection,use,disclosure,maintenance and disposa

255、l of individually identifiablehealth information.These changes could have the long-term impact of reducing our revenues,increasing ourcosts,or requiring us to revise the ways in which we conduct business or put us at risk for loss of business.Inaddition,our results of operations,our financial positi

256、on,including our ability to maintain the value of ourgoodwill,and cash flows could be materially adversely affected by such changes.Our profitability is impacted by our ability to leverage our cost structure.We have technology,operations and human capital infrastructures to support our existing busi

257、ness andcontemplated growth.In the event that our business does not perform as expected,our inability to reduce thesecosts would impair our profitability.Additionally,if we are not able to capitalize on this infrastructure,ourearnings growth rate will be negatively impacted.We may not be able to suc

258、cessfully implement our strategic growth,acquisition and integration strategies.An effective growth management strategy is necessary to organically grow our current operations,and if wedo not successfully execute on this growth strategy,our profitability could decline.Our acquisition andintegration

259、strategy involves significant risks and uncertainties,including appropriate valuation of targetcompanies,continuing severe liquidity issues in the credit markets,the assumption of liabilities and exposure tounforeseen liabilities of acquired companies,significant expenditures of cash and other resou

260、rces and assumptionof debt that may ultimately negatively impact our overall financial performance.In 2010,we completed theacquisition of NFI,which presents risks including:difficulties integrating acquired personnel and corporatecultures into our business,the potential loss of key employees or cust

261、omers of the acquired companies,thediversion of management attention from existing operations and significant expenditures of cash and otherresources.If we are not able to fully integrate the operations of the acquired businesses with our own in anefficient and cost-effective manner,including implem

262、entation or remediation of controls,procedures and policiesat the acquired business,and integration of each companys accounting,management information,humanresource and other administrative systems,this would negatively impact our financial performance.Moreover,we continue to explore strategic acqui

263、sition opportunities to supplement our organic growth strategy.However,the disruption in the global financial markets may impact our ability to obtain debt or equity financing onacceptable terms.16Difficulties in maintaining our management information and communications systems,or disruptions toour

264、client and provider-facing self-service websites,may negatively impact our business operations and asa result,our financial performance.Our ability to deliver our staffing services to our hospital,healthcare facility and physician practice groupclients and manage our internal systems depends to a la

265、rge extent upon our access to and the performance of ourmanagement information and communications systems,including our client and provider-facing self-service websites.These systems also maintain accounting and financial information,which we depend upon to fulfill ourfinancial reporting obligations

266、.If these systems do not adequately support our operations,these systems aredamaged or service is disrupted or if we are required to incur significant additional costs to repair,maintain orexpand these systems,our business and financial results could be materially adversely affected.Although wehave

267、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,and the loss of systems information could result indisruption to our business.The challenge to the classification of certain of our heal

268、thcare professionals as independent contractorscould adversely impact our profitability.Although it is general industry standard to treat certain healthcare professionals,such as physicians,asindependent contractors,federal or state taxing authorities may take the position that such professionals ar

269、eemployees subjecting the company to additional wage and insurance claims,and employment and payroll-relatedtaxes.The State of California taxing authorities have taken the position that our healthcare professionals,including physicians,are employees and as such subject to payroll-related taxes.The C

270、ompany is contesting theState of Californias position,as further described under“Item 8.Financial Statements and SupplementaryDataNotes to Consolidated Financial StatementsNote 11(a),Commitments and ContingenciesLegal.”Areclassification of our locum tenens to employees from independent contractors c

271、ould result in liability thatwould have a significant negative impact on the profitability of the period in which assessed,and would requirechanges to our payroll and related business processes,which could be costly.In addition,many states have lawswhich prohibit non-physician owned companies from e

272、mploying physicians,referred to as the“corporatepractice of medicine.”If our independent contractor physicians are classified as employees,we could be found inviolation of state laws that prohibit the corporate practice of medicine,which would have a substantial negativeimpact on our profitability.T

273、he impact of medical malpractice and other claims asserted against us could subject us to substantialliabilities.Our clients and healthcare professionals are subject to legal actions alleging malpractice or related legaltheories.Because we recruit and assist in credentialing of these healthcare prof

274、essionals,and in certain cases,employ these healthcare providers,claims may also be brought against us relating to the recruitment andqualification of these healthcare professionals and the quality of medical care provided by our healthcareprofessionals while on assignment or after placement with ou

275、r clients.We are at times named in these lawsuitsregardless of our contractual obligations,the competency of the healthcare professional,the standard of careprovided by the healthcare professional or the quality of service that we provided.In some instances,we arecontractually required to indemnify

276、hospital,healthcare facility and physician practice group clients against someor all of these potential legal actions.Also,we may be subject to various employment claims from our corporate employees and healthcareprofessionals.We are subject to possible claims alleging discrimination,sexual harassme

277、nt and other similaractivities by us,as well as our hospital and healthcare facility clients and their agents.We maintain various typesof insurance coverage,including professional liability,and employment practices,through insurance carriers,and/or we self-insure for these claims through accruals fo

278、r retention reserves.However,the cost of defending17such claims,even if groundless,could be substantial and the associated negative publicity could adversely affectour ability to attract,retain and place qualified employees and healthcare professionals in the future.We mayalso experience increased i

279、nsurance costs and reserve accruals and may not be able to pass on all or any portionof increased insurance costs to our hospital,healthcare facility and physician practice group clients,therebyreducing our profitability.Our insurance coverage and reserve accruals may not be sufficient to cover all

280、claimsagainst us,and we may be exposed to substantial liabilities.If we are unable to execute our business strategy,our profitability,cash flow and,consequently,ourcompliance with debt covenants and our liquidity could be negatively impacted.Our success is dependent on our ability to execute our bus

281、iness strategy,which necessarily involves thesuccessful operation of a number of integral components and business objectives.Our ability to execute thesebusiness objectives is dependent upon a sufficient cash flow and capital structure to support the business.Ifgeneral economic conditions or other f

282、actors result in our margins or cash flow being significantly impaired,ourcompliance with our debt covenants could be negatively impacted.Our credit facility contains financialcovenants that require us to maintain maximum leverage ratios,minimum fixed charge coverage ratios andminimum liquidity rati

283、o as further described under“Item 8.Financial Statements and Supplementary DataNotes to Consolidated Financial StatementsNote 7,Notes Payable and Credit Agreement.”Our ability tocomply with these covenants will depend in part upon our reported financial results,which as indicated above aredependent

284、on our ability to execute our business strategy.If we are not in compliance with such covenants,wewould be in default under our credit facility,the lender could call the debt and we could be unable to securefurther borrowing.The loss of key officers and management personnel could adversely affect ou

285、r ability to remaincompetitive.We believe that the success of our business strategy and our ability to maintain our recent levels ofprofitability depends on the continued employment of our senior management team.We have an employmentagreement with Susan R.Salka,our President and Chief Executive Offi

286、cer,through May 4,2012,which isrenewable on an annual basis.Other senior members of the team are employees at will with standard severanceagreements.If members of our senior management team become unable or unwilling to continue in their presentpositions,our business and financial results could be a

287、dversely affected.We have valuable brand identities we have developed and acquired,and a substantial amount of goodwilland indefinite lived intangibles on our balance sheet that may have the effect of decreasing our earnings orincreasing our losses in the event that we are required to recognize an i

288、mpairment to goodwill or indefinitelived intangibles.We have invested substantial amounts in acquiring,developing and maintaining our brands,and our successdepends on our ability to maintain our brand identities for existing services and effectively build up brand imagefor new services.We cannot ass

289、ure that additional expenditures and our continuing commitment to marketingwill have the desired impact on our brands value.We have goodwill on our balance sheet,which represents theexcess of the total purchase price of our acquisitions over the fair value of the net assets and indefinite livedintan

290、gibles acquired.We evaluate goodwill and indefinite lived intangibles for impairment annually,or whenevidence of potential impairment exists.In the event impairment is identified,a charge to earnings would berecorded.Although an impairment charge to earnings for goodwill and indefinite lived intangi

291、bles would notaffect our cash flow,it would decrease our earnings or increase our losses,as the case may be,and our stockprice could be adversely affected.Due to the decline in our market capitalization resulting in such marketcapitalization being below our book equity value during the third quarter

292、 of 2010,we performed interimimpairment testing at our reporting unit level as of August 31,2010,prior to the acquisition of NFI,and finalizedthe interim impairment testing during the fourth quarter of 2010.As a result,we recorded total impairmentcharges of$50.8 million,pretax,pursuant to the interi

293、m impairment testing for the year ended December 31,182010.In addition,we performed our annual impairment testing on the goodwill and indefinite lived intangibles asof October 31,2010,our annual impairment testing date,and no additional impairment was identified.Theimpairment test is based on severa

294、l factors requiring judgment.If the current economic conditions continue todeteriorate causing further decline in our stock price,additional impairments to one or more reporting units couldoccur in future periods whether or not connected to the annual impairment analysis.We will continue to monitort

295、he recoverability of the carrying value of our goodwill and indefinite lived intangibles.See additionalinformation in“Critical Accounting Principles and Estimates in Part II,Item 7.”We have a substantial accrual for self-insured retentions on our balance sheet,and any significant adverseadjustments

296、in these accruals may have the effect of decreasing our earnings or increasing our losses.We maintain accruals for self-insured retentions for professional liability,health insurance,workerscompensation and other employment practices related matters on our balance sheet.Generally,increases to thesea

297、ccruals do not immediately affect our cash flow,but a significant increase to these self-insured retentionaccruals may decrease our earnings.We determine the adequacy of our self-insured retention accruals byevaluating our historical experience and trends,related to both insurance claims and payment

298、s,informationprovided to us by our insurance brokers,attorneys,third party administrators,and actuarial firms,as well asindustry experience and trends.If such information collectively indicates that our accruals are overstated orunderstated,we reduce or provide for additional accruals,as appropriate

299、.Item 1B.Unresolved Staff CommentsNone.Item 2.PropertiesWe believe that our leased space is adequate for our current needs.In addition,we believe that adequatespace can be obtained to meet our foreseeable business needs.In accordance with,and as required by,the termsof our credit agreement,we have p

300、ledged substantially all of our assets and properties to our lenders under ourcredit agreement to secure our obligations thereunder.Our principal leases for office space as of December 31,2010 are identified in the chart below:LocationSquare Feet(1)San Diego,California(corporate headquarters).171,94

301、4Irving,Texas(all segments).117,467St.Louis,Missouri(locum tenens staffing segment).26,765Arlington,Texas(all segments).25,819(1)Represents the total leased space excluding sub-leased space.Item 3.Legal ProceedingsWe are subject to various claims and legal actions in the ordinary course of our busin

302、ess.Some of thesematters include professional liability,tax,payroll and employee-related matters and inquiries and investigationsby governmental agencies regarding our employment practices.We are not aware of any pending or threatenedlitigation that we believe is reasonably likely to have a material

303、 adverse effect on our results of operations,financial position or liquidity.Our hospital,healthcare facility and physician practice group clients may also become subject to claims,governmental inquiries and investigations and legal actions to which we may become a party relating to servicesprovided

304、 by our professionals.From time to time,and depending upon the particular facts and circumstances,wemay be subject to indemnification obligations under our contracts with our hospital,healthcare facility and19physician practice clients relating to these matters.At this time,we are not aware of any s

305、uch pending orthreatened litigation that we believe is reasonably likely to have a material adverse effect on our results ofoperations,financial position or liquidity.See additional information in“Item 8.Financial Statements and Supplementary DataNotes toConsolidated Financial StatementsNote 11(a),C

306、ommitments and ContingenciesLegal.”Item 4.(Removed and Reserved)20PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases ofEquity SecuritiesOur common stock trades on the New York Stock Exchange under the symbol“AHS”.The following tablesets forth,for the

307、periods indicated,the high and low sales prices reported by the New York Stock Exchange.Sales PriceHighLowYear Ended December 31,2009First Quarter.$8.92$4.56Second Quarter.$8.07$4.94Third Quarter.$10.61$5.94Fourth Quarter.$11.00$7.80Year Ended December 31,2010First Quarter.$10.00$6.00Second Quarter.

308、$10.00$7.32Third Quarter.$7.55$4.14Fourth Quarter.$6.44$4.76As of March 3,2011,shares were held by approximately 180 stockholders of record,and the last reportedsale of our common stock on the New York Stock Exchange was$7.47 per share.Because many of our shares ofcommon stock are held by brokers an

309、d other institutions on behalf of stockholders,we are unable to estimate thetotal number of stockholders represented by these record holders.On December 21,2010,we filed a Registration Statement on Form S-3 with the SEC to register the resale ofup to 10,718,486 shares of common stock by certain stoc

310、kholders in connection with our acquisition of NFI.From time to time,we repurchase our common stock in the open market pursuant to programs approved byour Board.We may repurchase our common stock for a variety of reasons,such as acquiring shares to offsetdilution related to equity-based incentives a

311、nd optimizing our capital structure.During the fourth quarter of 2010,we did not repurchase any shares of our common stock.We have not paid any dividends on our common stock in the past and currently do not expect to pay cashdividends or make any other distributions on common stock in the future.We

312、expect to retain our futureearnings,if any,for use in the operation and expansion of our business.Any future determination to paydividends on common stock will be at the discretion of our board of directors and will depend upon our financialcondition,results of operations,capital requirements and su

313、ch other factors as our Board deems relevant.Inaddition,our ability to declare and pay dividends on our common stock is subject to covenants in our CreditAgreement.See“Item 7.Managements Discussion and Analysis of Financial Condition and Results ofOperationsLiquidity and Capital Resources.”Dividend

314、obligation with regard to our preferred stock isdisclosed in“Item 8.Financial Statements and Supplementary DataNotes to Consolidated FinancialStatementsNote 9(a),Capital Stock Preferred Stock.”21The following table sets forth information required by this item as of December 31,2010 regardingcompensa

315、tion plans under which the Companys equity securities are authorized for issuance:(a)(b)(c)Number ofSecurities tobe IssueduponExercise ofOutstandingOptionsWeighted-AverageExercisePrice ofOutstandingOptions($)Number of Securities RemainingAvailable for Future Issuance UnderEquity Compensation Plans(E

316、xcluding Securities Reflected inColumn(a)Plan CategoryEquity compensation plans approved bysecurity holders.3,883,760$10.861,547,592Equity compensation plans not approved bysecurity holders.501,715$5.63Total.4,385,475$10.261,547,592Additional information regarding our equity award plans and plan act

317、ivity for the years ended December 31,2010,2009 and 2008 is provided in our consolidated financial statements in this Annual Report on Form 10-K in“Item 8.Financial Statements and Supplementary DataNotes to Consolidated Financial StatementsNote 10,Stock-Based Compensation.”22Performance GraphThis pe

318、rformance graph shall not be deemed“filed”with the SEC or subject to Section 18 of the SecuritiesExchange Act of 1934,as amended(the“Exchange Act”),nor shall it be deemed incorporated by reference inany of our filings under the Exchange Act or the Securities Act of 1933,as amended.The graph below co

319、mpares the total stockholder return on our common stock with the total stockholderreturn of(i)the NYSE Composite Index,and(ii)the Dow Jones US Business Training&Employment AgenciesIndex(“BTEA”),assuming an investment of$100 on December 31,2005 in our common stock,the stockscomprising the NYSE Market

320、 Index,and the stocks comprising the BTEA.COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*Among AMN Healthcare Services,Inc.,the NYSE Composite Index and the Dow Jones US Business Training&Employment Agencies Index$0$20$80$60$40$100$160$140$12012/0512/0612/0712/0812/0912/10AMN Healthcare Services,Inc.N

321、YSE CompositeDow Jones US Business Training&Employment Agencies*$100 invested on 12/31/05 in stock or index,including reinvestment of dividends.Fiscal year ending December 31.Copyright 2010 Dow Jones&Co.All rights reserved.12/0512/0612/0712/0812/0912/10AMN Healthcare Services,Inc.100.00139.2386.8042

322、.7745.8031.04NYSE Composite.100.00120.47131.1579.67102.20108.88Dow Jones US Business Training&EmploymentAgencies.100.00115.8885.3352.6180.2996.7023Item 6.Selected Financial DataThe selected financial and operating data presented below should be read in conjunction with“Item 7.Managements Discussion

323、and Analysis of Financial Condition and Results of Operations”and“Item 8.Financial Statements and Supplemental Data”appearing elsewhere in this Annual Report on Form 10-K.Ourstatements of operations data for the years ended December 31,2010,2009 and 2008,and the balance sheet dataat December 31,2010

324、 and 2009 are derived from the audited financial statements included elsewhere in thisAnnual Report on Form 10-K.The statements of operations data for the years ended December 31,2007 and2006 and the balance sheet data at December 31,2008,2007 and 2006 are derived from our audited financialstatement

325、s that do not appear herein.We completed our acquisition of NFI on September 1,2010,therefore theconsolidated statement of operations for the year ended December 31,2010 only includes the result of operationsof NFI since the date of acquisition.Our historical results are not necessarily indicative o

326、f our results ofoperations to be expected in the future.Years Ended December 31,20102009200820072006(dollars and shares in thousands,except per share data)Consolidated Statements of Operations:Revenue.$689,217$759,790$1,217,200$1,164,022$1,081,703Cost of revenue.497,691555,369900,211860,857792,415Gr

327、oss profit.191,526204,421316,989303,165289,288Operating expenses:Selling,general and administrative.168,128157,241230,656218,250205,499Depreciation and amortization.15,08413,81214,43911,67410,325Impairment and restructuring charges.50,832186,977Total operating expenses.234,044358,030245,095229,92421

328、5,824Income(loss)from operations.(42,518)(153,609)71,89473,24173,464Interest expense,net.19,77111,95510,69012,45716,698Income(loss)before income taxes.(62,289)(165,564)61,20460,78456,766Income tax expense(benefit).(10,298)(43,387)26,84724,40321,431Net income(loss).$(51,991)$(122,177)$34,357$36,381$3

329、5,335Net income(loss)per common share:Basic.$(1.49)$(3.75)$1.03$1.06$1.08Diluted.$(1.49)$(3.75)$1.02$1.04$1.02Weighted average common shares outstanding:Basic.34,84032,61533,37534,37732,662Diluted.34,84032,61533,81134,88034,504As of December 31,20102009200820072006(dollars in thousands)Consolidated

330、Balance Sheet Data:Cash and cash equivalents.$1,883$27,053$11,316$18,495$4,422Total assets.562,110389,004642,817623,658615,562Total notes payable,including current portion anddiscount.214,686105,621114,816146,968173,380Total stockholders equity.153,455170,844284,133266,200234,76924Item 7.Managements

331、 Discussion and Analysis of Financial Condition and Results of OperationsThe following discussion should be read in conjunction with our consolidated financial statements and thenotes thereto and other financial information included elsewhere in this Annual Report on Form 10-K.Certainstatements in t

332、his“Managements Discussion and Analysis(“MD&A”)of Financial Condition and Results ofOperations”are“forward-looking statements.”See“Special Note Regarding Forward-Looking Statements”below.This MD&A section is intended to provide a reader of our financial statements with a narrative from theperspectiv

333、e of our management on our financial condition,results of operations,liquidity and certain otherfactors that may affect our future results.Our MD&A is presented in the following sections:OverviewManagement InitiativesRecent TrendsCritical Accounting Policies and EstimatesResults of OperationsLiquidity and Capital ResourcesOff-Balance Sheet and Other Financing ArrangementsPotential Fluctuations in