|
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
|
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
95-4023433
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
|
New York Stock Exchange
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
PART I
|
|
||
Item 1.
|
|
||
Item 1A.
|
|
||
Item 1B.
|
|
||
Item 2.
|
|
||
Item 3.
|
|
||
Item 4.
|
|
||
|
|
||
PART II
|
|
||
Item 5.
|
|
||
Item 6.
|
|
||
Item 7.
|
|
||
Item 7A.
|
|
||
Item 8.
|
|
||
Item 9.
|
|
||
Item 9A.
|
|
||
Item 9B.
|
|
||
|
|
||
PART III
|
|
||
Item 10.
|
|
||
Item 11.
|
|
||
Item 12.
|
|
||
Item 13.
|
|
||
Item 14.
|
|
||
|
|
||
PART IV
|
|
||
Item 15.
|
|
||
|
|
||
Name
|
|
Age
|
|
Position
|
Peter T. Dameris
|
|
54
|
|
Chief Executive Officer and President
|
Edward L. Pierce
|
|
57
|
|
Executive Vice President and Chief Financial Officer
|
James L. Brill
|
|
62
|
|
Senior Vice President and Chief Administrative Officer
|
Michael J. McGowan
|
|
60
|
|
Chief Operating Officer of On Assignment and President, Oxford
|
Randolph C. Blazer
|
|
63
|
|
President, Apex
|
Theodore S. Hanson
|
|
44
|
|
Chief Financial Officer, Apex
|
Christian L. Rutherford
|
|
40
|
|
President, Vista
|
Christina N. Gibson
|
|
43
|
|
Vice President of Finance and Corporate Controller
|
•
|
At the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330;
|
•
|
At the SEC’s website,
http://www.sec.gov
;
|
•
|
At our website,
http://www.onassignment.com
; or
|
•
|
By contacting our Investor Relations Department at (818) 878-7900.
|
•
|
delays in realizing or a failure to realize the benefits, cost savings and synergies that we anticipate;
|
|
|
•
|
difficulties or higher-than-anticipated costs associated with integrating any acquired companies into our businesses;
|
|
|
•
|
attrition of key personnel from acquired businesses;
|
|
|
•
|
diversion of management’s attention from other business concerns;
|
|
|
•
|
inability to maintain the business relationships and reputation of the acquired companies;
|
|
|
•
|
difficulties in integrating the acquired companies into our information systems, controls, policies and procedures;
|
|
|
•
|
additional risks relating to the businesses or industry of the acquired companies that are different from ours;
|
|
|
•
|
unexpected liabilities, costs or charges;
|
|
|
•
|
unforeseen operating difficulties that require significant financial and managerial resources that would otherwise be available for the ongoing development or expansion of our existing operations; and
|
|
|
•
|
impairment related to goodwill and other identifiable intangible assets acquired.
|
•
|
fluctuations in currency exchange rates;
|
|
|
•
|
complicated work permit requirements;
|
|
|
•
|
varying economic and political conditions;
|
|
|
•
|
seasonal reductions in business activity during the summer months in Europe and Asia;
|
|
|
•
|
overlapping or differing tax structures;
|
|
|
•
|
difficulties collecting accounts receivable; and
|
|
|
•
|
regulations concerning pay rates, benefits, vacation, union membership, redundancy payments and the termination of employment.
|
•
|
we will have to use a portion of our cash flow from operations for debt service rather than for our operations;
|
•
|
we may not be able to obtain additional debt financing for future working capital, capital expenditures or other corporate purposes or may have to pay more for such financing;
|
•
|
some or all of the debt under our current or future revolving credit facilities may be at a variable interest rate, making us more vulnerable to increases in interest rates;
|
•
|
we could be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions; and
|
•
|
we may be disadvantaged compared to competitors with less leverage.
|
•
|
period to period fluctuations in our financial results or those of our competitors;
|
|
|
•
|
failure to meet previously announced guidance or analysts’ expectations of our quarterly results;
|
|
|
•
|
announcements by us or our competitors of acquisitions, significant contracts, commercial relationships or capital commitments;
|
|
|
•
|
commencement of, or involvement in, litigation;
|
|
|
•
|
any major change in our board or management;
|
|
|
•
|
changes in government regulations, including those related to Medicare and Medicaid reimbursement policies;
|
|
|
•
|
recommendations by securities analysts or changes in earnings estimates;
|
|
|
•
|
announcements about our earnings that are not in line with analyst expectations;
|
|
|
•
|
the volume of shares of common stock available for public sale;
|
|
|
•
|
announcements by our competitors of their earnings that are not in line with analyst expectations;
|
|
|
•
|
sales of stock by us or by our stockholders;
|
|
|
•
|
short sales, hedging and other derivative transactions in shares of our common stock; and
|
|
|
•
|
general economic conditions, slow or negative growth of unrelated markets and other external factors.
|
•
|
Our Board of Directors has the right to elect directors to fill a vacancy created by the expansion of the Board of Directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors.
|
•
|
Our stockholders may not act by written consent. In addition, a holder or holders controlling a majority of our capital stock would not be able to take certain actions without holding a stockholder’s meeting, and only stockholders owning at least 50 percent of our entire voting stock must request in writing in order to call a special meeting of stockholders (which is in addition to the authority held by our Board of Directors to call a special stockholder meeting).
|
•
|
Stockholders must provide advance notice to nominate individuals for election to the Board of Directors or to propose matters that can be acted upon at a stockholders’ meeting. These provisions may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our Company.
|
•
|
Our Board of Directors may issue, without stockholder approval, up to one million shares of undesignated or “blank check” preferred stock. The ability to issue undesignated or “blank check” preferred stock makes it possible for our Board of Directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt or make it more difficult for a third party to acquire us.
|
|
|
Price Range of
Common Stock
|
||||||
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2013
|
|
|
|
|
||||
First Quarter
|
|
$
|
26.09
|
|
|
$
|
20.41
|
|
Second Quarter
|
|
$
|
27.63
|
|
|
$
|
22.02
|
|
Third Quarter
|
|
$
|
33.74
|
|
|
$
|
25.24
|
|
Fourth Quarter
|
|
$
|
35.71
|
|
|
$
|
30.15
|
|
Year Ended December 31, 2012
|
|
|
|
|
|
|
||
First Quarter
|
|
$
|
18.25
|
|
|
$
|
10.65
|
|
Second Quarter
|
|
$
|
19.37
|
|
|
$
|
14.48
|
|
Third Quarter
|
|
$
|
20.93
|
|
|
$
|
14.50
|
|
Fourth Quarter
|
|
$
|
20.74
|
|
|
$
|
18.00
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||
On Assignment, Inc. (ASGN)
|
|
$
|
615.87
|
|
|
$
|
357.67
|
|
|
$
|
197.18
|
|
|
$
|
143.74
|
|
|
$
|
126.10
|
|
|
$
|
100.00
|
|
SIC Code No. 736 Index—Personnel Supply Services Company Index
|
|
$
|
247.67
|
|
|
$
|
151.38
|
|
|
$
|
131.94
|
|
|
$
|
183.72
|
|
|
$
|
145.87
|
|
|
$
|
100.00
|
|
NYSE Stock Market Index
|
|
$
|
207.85
|
|
|
$
|
164.45
|
|
|
$
|
141.46
|
|
|
$
|
146.46
|
|
|
$
|
128.95
|
|
|
$
|
100.00
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||||||
Summary Results of Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
1,631,997
|
|
|
$
|
1,137,986
|
|
|
$
|
515,584
|
|
|
$
|
372,599
|
|
|
$
|
329,450
|
|
Cost of services
|
|
1,143,591
|
|
|
782,093
|
|
|
337,896
|
|
|
242,664
|
|
|
216,744
|
|
|||||
Gross profit
|
|
488,406
|
|
|
355,893
|
|
|
177,688
|
|
|
129,935
|
|
|
112,706
|
|
|||||
Selling, general and administrative expenses
|
|
342,687
|
|
|
256,696
|
|
|
136,709
|
|
|
112,730
|
|
|
97,598
|
|
|||||
Amortization of intangible assets
|
|
21,751
|
|
|
18,016
|
|
|
2,346
|
|
|
2,115
|
|
|
5,991
|
|
|||||
Operating income
|
|
123,968
|
|
|
81,181
|
|
|
38,633
|
|
|
15,090
|
|
|
9,117
|
|
|||||
Interest expense, net
|
|
(15,863
|
)
|
|
(15,768
|
)
|
|
(2,936
|
)
|
|
(5,960
|
)
|
|
(6,442
|
)
|
|||||
Write-off of loan costs
|
|
(14,958
|
)
|
|
(813
|
)
|
|
—
|
|
|
(2,208
|
)
|
|
—
|
|
|||||
Income before income taxes
|
|
93,147
|
|
|
64,600
|
|
|
35,697
|
|
|
6,922
|
|
|
2,675
|
|
|||||
Provision for income taxes
|
|
38,792
|
|
|
28,141
|
|
|
14,833
|
|
|
3,541
|
|
|
1,242
|
|
|||||
Income from continuing operations
|
|
54,355
|
|
|
36,459
|
|
|
20,864
|
|
|
3,381
|
|
|
1,433
|
|
|||||
Gain on sale of discontinued operations, net of income taxes
|
|
30,840
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
|
(683
|
)
|
|
6,194
|
|
|
3,433
|
|
|
(13,278
|
)
|
|
3,274
|
|
|||||
Net income (loss)
|
|
$
|
84,512
|
|
|
$
|
42,653
|
|
|
$
|
24,297
|
|
|
$
|
(9,897
|
)
|
|
$
|
4,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
1.02
|
|
|
$
|
0.78
|
|
|
$
|
0.57
|
|
|
$
|
0.09
|
|
|
$
|
0.04
|
|
Income (loss) from discontinued operations
|
|
0.56
|
|
|
0.13
|
|
|
0.09
|
|
|
(0.36
|
)
|
|
0.09
|
|
|||||
Net income (loss)
|
|
$
|
1.58
|
|
|
$
|
0.91
|
|
|
$
|
0.66
|
|
|
$
|
(0.27
|
)
|
|
$
|
0.13
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
1.00
|
|
|
$
|
0.76
|
|
|
$
|
0.55
|
|
|
$
|
0.09
|
|
|
$
|
0.04
|
|
Income (loss) from discontinued operations
|
|
0.55
|
|
|
0.13
|
|
|
0.09
|
|
|
(0.36
|
)
|
|
0.09
|
|
|||||
Net income (loss)
|
|
$
|
1.55
|
|
|
$
|
0.89
|
|
|
$
|
0.64
|
|
|
$
|
(0.27
|
)
|
|
$
|
0.13
|
|
Number of shares and share equivalents used to calculate earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
53,481
|
|
|
46,739
|
|
|
36,876
|
|
|
36,429
|
|
|
36,011
|
|
|||||
Diluted
|
|
54,555
|
|
|
47,826
|
|
|
37,758
|
|
|
37,050
|
|
|
36,335
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (at end of year):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
37,350
|
|
|
$
|
27,479
|
|
|
$
|
17,739
|
|
|
$
|
18,409
|
|
|
$
|
25,974
|
|
Working capital
|
|
180,853
|
|
|
177,228
|
|
|
74,705
|
|
|
50,596
|
|
|
62,238
|
|
|||||
Total assets
|
|
1,261,194
|
|
|
1,114,463
|
|
|
427,267
|
|
|
359,116
|
|
|
358,895
|
|
|||||
Long-term liabilities
|
|
452,040
|
|
|
446,571
|
|
|
107,513
|
|
|
76,579
|
|
|
84,847
|
|
|||||
Stockholders' equity
|
|
640,133
|
|
|
532,723
|
|
|
246,743
|
|
|
219,487
|
|
|
226,661
|
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
|
2013
|
|
2012
|
|
$
|
|
%
|
|||||||
Revenues by segment (in thousands):
|
|
|
|
|
|
|
|
|
|
||||||
Apex
|
|
$
|
942,463
|
|
|
$
|
508,743
|
|
|
$
|
433,720
|
|
|
85.3
|
%
|
Oxford
|
|
412,189
|
|
|
363,765
|
|
|
48,424
|
|
|
13.3
|
%
|
|||
Life Sciences
|
|
171,518
|
|
|
162,799
|
|
|
8,719
|
|
|
5.4
|
%
|
|||
Physician
|
|
105,827
|
|
|
102,679
|
|
|
3,148
|
|
|
3.1
|
%
|
|||
|
|
$
|
1,631,997
|
|
|
$
|
1,137,986
|
|
|
$
|
494,011
|
|
|
43.4
|
%
|
|
|
Year Ended December 31,
|
||||||||||||
|
|
2013
|
|
2012
|
||||||||||
|
|
Gross Profit
|
|
Gross Margin
|
|
Gross Profit
|
|
Gross Margin
|
||||||
Gross Profit by segment (in thousands):
|
|
|
|
|
|
|
|
|
||||||
Apex
|
|
$
|
258,150
|
|
|
27.4
|
%
|
|
$
|
140,669
|
|
|
27.7
|
%
|
Oxford
|
|
143,334
|
|
|
34.8
|
%
|
|
127,895
|
|
|
35.2
|
%
|
||
Life Sciences
|
|
56,308
|
|
|
32.8
|
%
|
|
55,874
|
|
|
34.3
|
%
|
||
Physician
|
|
30,614
|
|
|
28.9
|
%
|
|
31,455
|
|
|
30.6
|
%
|
||
|
|
$
|
488,406
|
|
|
29.9
|
%
|
|
$
|
355,893
|
|
|
31.3
|
%
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|||||||
Revenues by segment (in thousands):
|
|
|
|
|
|
|
|
|
|
||||||
Apex
|
|
$
|
508,743
|
|
|
$
|
—
|
|
|
$
|
508,743
|
|
|
—
|
%
|
Oxford
|
|
363,765
|
|
|
279,643
|
|
|
84,122
|
|
|
30.1
|
%
|
|||
Life Sciences
|
|
162,799
|
|
|
155,324
|
|
|
7,475
|
|
|
4.8
|
%
|
|||
Physician
|
|
102,679
|
|
|
80,617
|
|
|
22,062
|
|
|
27.4
|
%
|
|||
|
|
$
|
1,137,986
|
|
|
$
|
515,584
|
|
|
$
|
622,402
|
|
|
120.7
|
%
|
|
|
Year Ended December 31,
|
||||||||||||
|
|
2012
|
|
2011
|
||||||||||
|
|
Gross Profit
|
|
Gross Margin
|
|
Gross Profit
|
|
Gross Margin
|
||||||
Gross Profit by segment (in thousands):
|
|
|
|
|
|
|
|
|
||||||
Apex
|
|
$
|
140,669
|
|
|
27.7
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Oxford
|
|
127,895
|
|
|
35.2
|
%
|
|
99,187
|
|
|
35.5
|
%
|
||
Life Sciences
|
|
55,874
|
|
|
34.3
|
%
|
|
52,643
|
|
|
33.9
|
%
|
||
Physician
|
|
31,455
|
|
|
30.6
|
%
|
|
25,858
|
|
|
32.1
|
%
|
||
|
|
$
|
355,893
|
|
|
31.3
|
%
|
|
$
|
177,688
|
|
|
34.5
|
%
|
Contractual Obligations
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-term debt obligations
1
|
|
$
|
22,034
|
|
|
$
|
21,818
|
|
|
$
|
21,601
|
|
|
$
|
22,249
|
|
|
$
|
109,626
|
|
|
$
|
271,556
|
|
|
$
|
468,884
|
|
Operating lease obligations
|
|
15,685
|
|
|
13,863
|
|
|
11,236
|
|
|
7,523
|
|
|
5,351
|
|
|
8,699
|
|
|
62,357
|
|
|||||||
Related party leases
|
|
1,299
|
|
|
1,168
|
|
|
694
|
|
|
175
|
|
|
—
|
|
|
—
|
|
|
3,336
|
|
|||||||
Total
|
|
$
|
39,018
|
|
|
$
|
36,849
|
|
|
$
|
33,531
|
|
|
$
|
29,947
|
|
|
$
|
114,977
|
|
|
$
|
280,255
|
|
|
$
|
534,577
|
|
|
||||||||
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
37,350
|
|
|
$
|
27,479
|
|
Accounts receivable, net of $3,067 and $3,970, respectively
|
|
262,224
|
|
|
245,201
|
|
||
Prepaid expenses
|
|
8,686
|
|
|
8,839
|
|
||
Deferred income tax assets
|
|
17,214
|
|
|
10,147
|
|
||
Workers’ compensation and medical malpractice receivable
|
|
21,200
|
|
|
16,442
|
|
||
Other
|
|
3,200
|
|
|
4,289
|
|
||
Total current assets
|
|
349,874
|
|
|
312,397
|
|
||
Property and equipment, net
|
|
38,591
|
|
|
26,862
|
|
||
Goodwill
|
|
574,948
|
|
|
496,158
|
|
||
Identifiable intangible assets, net
|
|
288,455
|
|
|
263,840
|
|
||
Other
|
|
9,326
|
|
|
15,206
|
|
||
Total Assets
|
|
$
|
1,261,194
|
|
|
$
|
1,114,463
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
|
||
Current portion of long-term debt
|
|
$
|
10,000
|
|
|
$
|
10,000
|
|
Accounts payable
|
|
8,370
|
|
|
6,810
|
|
||
Accrued payroll and contract professional pay
|
|
76,556
|
|
|
59,962
|
|
||
Deferred compensation
|
|
20
|
|
|
10,000
|
|
||
Workers’ compensation and medical malpractice loss reserves
|
|
32,751
|
|
|
26,769
|
|
||
Income taxes payable
|
|
13,418
|
|
|
191
|
|
||
Other
|
|
27,906
|
|
|
21,437
|
|
||
Total current liabilities
|
|
169,021
|
|
|
135,169
|
|
||
Deferred income tax liabilities
|
|
49,584
|
|
|
23,009
|
|
||
Long-term debt, net of current portion
|
|
389,813
|
|
|
416,588
|
|
||
Other long-term liabilities
|
|
12,643
|
|
|
6,974
|
|
||
Total liabilities
|
|
621,061
|
|
|
581,740
|
|
||
Commitments and Contingencies
|
|
|
|
|
|
|
||
Stockholders’ Equity:
|
|
|
|
|
|
|
||
Preferred Stock, $0.01 par value, 1,000,000 shares authorized, no shares issued
|
|
—
|
|
|
—
|
|
||
Common Stock, $0.01 par value, 75,000,000 shares authorized, 53,926,525 and 52,960,570 issued and outstanding, respectively
|
|
539
|
|
|
530
|
|
||
Paid-in capital
|
|
493,279
|
|
|
471,711
|
|
||
Retained earnings
|
|
146,199
|
|
|
61,687
|
|
||
Accumulated other comprehensive income (loss)
|
|
116
|
|
|
(1,205
|
)
|
||
Total stockholders’ equity
|
|
640,133
|
|
|
532,723
|
|
||
Total Liabilities and Stockholders’ Equity
|
|
$
|
1,261,194
|
|
|
$
|
1,114,463
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
|
$
|
1,631,997
|
|
|
$
|
1,137,986
|
|
|
$
|
515,584
|
|
Cost of services
|
|
1,143,591
|
|
|
782,093
|
|
|
337,896
|
|
|||
Gross profit
|
|
488,406
|
|
|
355,893
|
|
|
177,688
|
|
|||
Selling, general and administrative expenses
|
|
342,687
|
|
|
256,696
|
|
|
136,709
|
|
|||
Amortization of intangible assets
|
|
21,751
|
|
|
18,016
|
|
|
2,346
|
|
|||
Operating income
|
|
123,968
|
|
|
81,181
|
|
|
38,633
|
|
|||
Interest expense, net
|
|
(15,863
|
)
|
|
(15,768
|
)
|
|
(2,936
|
)
|
|||
Write-off of loan costs
|
|
(14,958
|
)
|
|
(813
|
)
|
|
—
|
|
|||
Income before income taxes
|
|
93,147
|
|
|
64,600
|
|
|
35,697
|
|
|||
Provision for income taxes
|
|
38,792
|
|
|
28,141
|
|
|
14,833
|
|
|||
Income from continuing operations
|
|
54,355
|
|
|
36,459
|
|
|
20,864
|
|
|||
Gain on sale of discontinued operations, net of income taxes
|
|
30,840
|
|
|
—
|
|
|
—
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
|
(683
|
)
|
|
6,194
|
|
|
3,433
|
|
|||
Net income
|
|
$
|
84,512
|
|
|
$
|
42,653
|
|
|
$
|
24,297
|
|
|
|
|
|
|
|
|
|
|
|
|||
Basic earnings per common share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
1.02
|
|
|
$
|
0.78
|
|
|
$
|
0.57
|
|
Income from discontinued operations
|
|
0.56
|
|
|
0.13
|
|
|
0.09
|
|
|||
Net income
|
|
$
|
1.58
|
|
|
$
|
0.91
|
|
|
$
|
0.66
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
1.00
|
|
|
$
|
0.76
|
|
|
$
|
0.55
|
|
Income from discontinued operations
|
|
0.55
|
|
|
0.13
|
|
|
0.09
|
|
|||
Net income
|
|
$
|
1.55
|
|
|
$
|
0.89
|
|
|
$
|
0.64
|
|
|
|
|
|
|
|
|
||||||
Number of shares and share equivalents used to calculate earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
53,481
|
|
|
46,739
|
|
|
36,876
|
|
|||
Diluted
|
|
54,555
|
|
|
47,826
|
|
|
37,758
|
|
Reconciliation of net income to comprehensive income:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
84,512
|
|
|
$
|
42,653
|
|
|
$
|
24,297
|
|
Changes in fair value of derivative, net of income tax of $(113), $21 and $227, respectively
|
|
193
|
|
|
(21
|
)
|
|
(380
|
)
|
|||
Foreign currency translation adjustment
|
|
1,128
|
|
|
854
|
|
|
(1,662
|
)
|
|||
Comprehensive income
|
|
$
|
85,833
|
|
|
$
|
43,486
|
|
|
$
|
22,255
|
|
|
|
Common Stock
|
|
Paid-in Capital
|
|
Retained Earnings (Accumulated Deficit)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance at January 1, 2011
|
|
36,398,811
|
|
|
$
|
365
|
|
|
$
|
224,139
|
|
|
$
|
(5,021
|
)
|
|
$
|
4
|
|
|
$
|
219,487
|
|
Exercise of stock options
|
|
293,893
|
|
|
2
|
|
|
1,722
|
|
|
—
|
|
|
—
|
|
|
1,724
|
|
|||||
Employee stock purchase plan
|
|
187,036
|
|
|
2
|
|
|
975
|
|
|
—
|
|
|
—
|
|
|
977
|
|
|||||
Stock repurchase and retirement of shares
|
|
(323,361
|
)
|
|
(3
|
)
|
|
(1,985
|
)
|
|
(242
|
)
|
|
—
|
|
|
(2,230
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
5,868
|
|
|
—
|
|
|
—
|
|
|
5,868
|
|
|||||
Vesting of restricted stock units and restricted stock awards
|
|
455,871
|
|
|
4
|
|
|
(2,223
|
)
|
|
—
|
|
|
—
|
|
|
(2,219
|
)
|
|||||
Tax deficiency from stock-based compensation
|
|
—
|
|
|
—
|
|
|
881
|
|
|
—
|
|
|
—
|
|
|
881
|
|
|||||
Fair value adjustment of derivatives, net of income tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(380
|
)
|
|
(380
|
)
|
|||||
Translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,662
|
)
|
|
(1,662
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,297
|
|
|
—
|
|
|
24,297
|
|
|||||
Balance at December 31, 2011
|
|
37,012,250
|
|
|
370
|
|
|
229,377
|
|
|
19,034
|
|
|
(2,038
|
)
|
|
246,743
|
|
|||||
Exercise of stock options
|
|
968,206
|
|
|
10
|
|
|
7,031
|
|
|
—
|
|
|
—
|
|
|
7,041
|
|
|||||
Employee stock purchase plan
|
|
154,934
|
|
|
2
|
|
|
1,342
|
|
|
—
|
|
|
—
|
|
|
1,344
|
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
9,558
|
|
|
—
|
|
|
—
|
|
|
9,558
|
|
|||||
Vesting of restricted stock units and restricted stock awards
|
|
520,652
|
|
|
5
|
|
|
(5,540
|
)
|
|
—
|
|
|
—
|
|
|
(5,535
|
)
|
|||||
Tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
4,528
|
|
|
—
|
|
|
—
|
|
|
4,528
|
|
|||||
Acquisition of Apex
|
|
14,304,528
|
|
|
143
|
|
|
225,415
|
|
|
—
|
|
|
—
|
|
|
225,558
|
|
|||||
Fair value adjustment of derivatives, net of income tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
|||||
Translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
854
|
|
|
854
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,653
|
|
|
—
|
|
|
42,653
|
|
|||||
Balance at December 31, 2012
|
|
52,960,570
|
|
|
530
|
|
|
471,711
|
|
|
61,687
|
|
|
(1,205
|
)
|
|
532,723
|
|
|||||
Exercise of stock options
|
|
393,183
|
|
|
3
|
|
|
3,195
|
|
|
—
|
|
|
—
|
|
|
3,198
|
|
|||||
Employee stock purchase plan
|
|
203,200
|
|
|
2
|
|
|
3,854
|
|
|
—
|
|
|
—
|
|
|
3,856
|
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
13,911
|
|
|
—
|
|
|
—
|
|
|
13,911
|
|
|||||
Vesting of restricted stock units and restricted stock awards
|
|
369,572
|
|
|
4
|
|
|
(4,697
|
)
|
|
—
|
|
|
—
|
|
|
(4,693
|
)
|
|||||
Tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
5,305
|
|
|
—
|
|
|
—
|
|
|
5,305
|
|
|||||
Fair value adjustment of derivatives, net of income tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193
|
|
|
193
|
|
|||||
Translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,128
|
|
|
1,128
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,512
|
|
|
—
|
|
|
84,512
|
|
|||||
Balance at December 31, 2013
|
|
53,926,525
|
|
|
$
|
539
|
|
|
$
|
493,279
|
|
|
$
|
146,199
|
|
|
$
|
116
|
|
|
$
|
640,133
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
84,512
|
|
|
$
|
42,653
|
|
|
$
|
24,297
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Gain on sale of discontinued operations, net of income taxes
|
|
(30,840
|
)
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
29,882
|
|
|
24,702
|
|
|
8,851
|
|
|||
Provision for deferred income taxes
|
|
4,111
|
|
|
4,970
|
|
|
3,748
|
|
|||
Stock-based compensation
|
|
14,411
|
|
|
9,706
|
|
|
6,927
|
|
|||
Write-off of loan costs
|
|
14,958
|
|
|
813
|
|
|
—
|
|
|||
Gross excess tax benefits from stock-based compensation
|
|
(5,308
|
)
|
|
(4,638
|
)
|
|
(1,113
|
)
|
|||
Workers’ compensation and medical malpractice provision
|
|
5,956
|
|
|
3,594
|
|
|
3,196
|
|
|||
Other
|
|
(66
|
)
|
|
619
|
|
|
(178
|
)
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
(20,155
|
)
|
|
(18,604
|
)
|
|
(25,079
|
)
|
|||
Prepaid expenses and income taxes
|
|
6,628
|
|
|
2,166
|
|
|
(2,925
|
)
|
|||
Accounts payable
|
|
(1,580
|
)
|
|
1,987
|
|
|
(1,812
|
)
|
|||
Accrued payroll and contract professional pay
|
|
17,554
|
|
|
(28,053
|
)
|
|
6,400
|
|
|||
Deferred compensation
|
|
(9,980
|
)
|
|
312
|
|
|
(303
|
)
|
|||
Other
|
|
441
|
|
|
470
|
|
|
1,410
|
|
|||
Net cash provided by operating activities
|
|
110,524
|
|
|
40,697
|
|
|
23,419
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Cash paid for property and equipment
|
|
(16,531
|
)
|
|
(14,354
|
)
|
|
(8,411
|
)
|
|||
Cash paid for acquisitions, net of cash acquired
|
|
(110,700
|
)
|
|
(347,743
|
)
|
|
(32,818
|
)
|
|||
Cash received from sale of discontinued operations, net
|
|
59,899
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(1,023
|
)
|
|
(869
|
)
|
|
109
|
|
|||
Net cash used in investing activities
|
|
(68,355
|
)
|
|
(362,966
|
)
|
|
(41,120
|
)
|
|||
Cash Flows from Financing Activities
:
|
|
|
|
|
|
|
|
|
|
|||
Principal payments of long-term debt
|
|
(456,275
|
)
|
|
(173,163
|
)
|
|
(20,500
|
)
|
|||
Proceeds from term debt
|
|
429,500
|
|
|
513,000
|
|
|
40,500
|
|
|||
Proceeds from stock transactions
|
|
7,054
|
|
|
8,384
|
|
|
2,701
|
|
|||
Payment of employment taxes related to release of restricted stock awards
|
|
(7,600
|
)
|
|
(2,627
|
)
|
|
(2,214
|
)
|
|||
Gross excess tax benefits from stock-based compensation
|
|
5,308
|
|
|
4,638
|
|
|
1,113
|
|
|||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
(2,230
|
)
|
|||
Debt issuance or amendment costs
|
|
(6,938
|
)
|
|
(17,113
|
)
|
|
(87
|
)
|
|||
Payments of other long-term liabilities
|
|
(3,425
|
)
|
|
(1,198
|
)
|
|
(1,731
|
)
|
|||
Other
|
|
(14
|
)
|
|
(43
|
)
|
|
(43
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(32,390
|
)
|
|
331,878
|
|
|
17,509
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
92
|
|
|
131
|
|
|
(478
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
|
9,871
|
|
|
9,740
|
|
|
(670
|
)
|
|||
Cash and Cash Equivalents at Beginning of Year
|
|
27,479
|
|
|
17,739
|
|
|
18,409
|
|
|||
Cash and Cash Equivalents at End of Year
|
|
$
|
37,350
|
|
|
$
|
27,479
|
|
|
$
|
17,739
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|||
Cash paid for:
|
|
|
|
|
|
|
|
|
|
|||
Income taxes
|
|
$
|
32,350
|
|
|
$
|
33,915
|
|
|
$
|
16,163
|
|
Interest
|
|
$
|
15,158
|
|
|
$
|
14,722
|
|
|
$
|
2,659
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
||||||
Equity consideration for acquisition
|
|
$
|
—
|
|
|
$
|
225,558
|
|
|
$
|
—
|
|
Payable for employment taxes withheld related to release of restricted stock awards
|
|
$
|
—
|
|
|
$
|
2,907
|
|
|
$
|
—
|
|
Accrued earn-out
|
|
$
|
7,860
|
|
|
$
|
—
|
|
|
$
|
10,346
|
|
Acquisition of property and equipment through accounts payable
|
|
$
|
594
|
|
|
$
|
369
|
|
|
$
|
324
|
|
Acquisition accounting
|
|
$
|
—
|
|
|
$
|
(1,805
|
)
|
|
$
|
—
|
|
|
|
2013
|
|
2012
|
||||
Furniture, fixtures and equipment
|
|
$
|
8,409
|
|
|
$
|
6,891
|
|
Computers and related equipment
|
|
12,155
|
|
|
6,918
|
|
||
Computer software
|
|
37,800
|
|
|
32,871
|
|
||
Leasehold improvements
|
|
6,059
|
|
|
5,417
|
|
||
Work-in-progress
|
|
14,929
|
|
|
9,937
|
|
||
|
|
79,352
|
|
|
62,034
|
|
||
Less -- accumulated depreciation and amortization
|
|
(40,761
|
)
|
|
(35,172
|
)
|
||
|
|
$
|
38,591
|
|
|
$
|
26,862
|
|
|
2013 Acquisitions
|
|
2012 Acquisition
|
|
2011 Acquisitions
|
||||||||||||||
|
CyberCoders
|
|
Whitaker
|
|
Apex
|
|
HCP
|
|
Valesta
|
||||||||||
Current assets
|
$
|
10,805
|
|
|
$
|
8,909
|
|
|
$
|
172,042
|
|
|
$
|
3,950
|
|
|
$
|
6,332
|
|
Property and equipment
|
3,790
|
|
|
272
|
|
|
902
|
|
|
123
|
|
|
299
|
|
|||||
Goodwill
|
70,527
|
|
|
7,452
|
|
|
264,590
|
|
|
14,398
|
|
|
17,911
|
|
|||||
Identifiable intangible assets
|
36,450
|
|
|
9,760
|
|
|
251,555
|
|
|
1,784
|
|
|
5,679
|
|
|||||
Other
|
915
|
|
|
568
|
|
|
494
|
|
|
13
|
|
|
26
|
|
|||||
Total assets acquired
|
$
|
122,487
|
|
|
$
|
26,961
|
|
|
$
|
689,583
|
|
|
$
|
20,268
|
|
|
$
|
30,247
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
$
|
8,022
|
|
|
$
|
5,083
|
|
|
$
|
77,905
|
|
|
$
|
1,070
|
|
|
$
|
4,774
|
|
Other
|
15,817
|
|
|
551
|
|
|
850
|
|
|
49
|
|
|
1,814
|
|
|||||
Total liabilities assumed
|
23,839
|
|
|
5,634
|
|
|
78,755
|
|
|
1,119
|
|
|
6,588
|
|
|||||
Total purchase price
|
$
|
98,648
|
|
|
$
|
21,327
|
|
|
$
|
610,828
|
|
|
$
|
19,149
|
|
|
$
|
23,659
|
|
|
|
|
Identifiable Intangible Asset Value
|
||||||||||||||||||
|
|
|
2013 Acquisitions
|
|
2012 Acquisition
|
|
2011 Acquisitions
|
||||||||||||||
|
Useful life
|
|
CyberCoders
|
|
Whitaker
|
|
Apex
|
|
HCP
|
|
Valesta
|
||||||||||
Contractor relations
|
2 – 5 years
|
|
$
|
3,900
|
|
|
$
|
1,800
|
|
|
$
|
10,589
|
|
|
$
|
814
|
|
|
$
|
266
|
|
Customer relations
|
2 – 10 years
|
|
750
|
|
|
5,900
|
|
|
92,147
|
|
|
950
|
|
|
2,395
|
|
|||||
Non-compete agreements
|
2 – 7 years
|
|
800
|
|
|
60
|
|
|
2,076
|
|
|
20
|
|
|
440
|
|
|||||
In-use software
|
6 years
|
|
18,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Trademarks
|
indefinite
|
|
12,100
|
|
|
2,000
|
|
|
146,743
|
|
|
—
|
|
|
2,578
|
|
|||||
|
|
|
$
|
36,450
|
|
|
$
|
9,760
|
|
|
$
|
251,555
|
|
|
$
|
1,784
|
|
|
$
|
5,679
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(unaudited)
|
||||||||||
Revenues
|
$
|
1,717,337
|
|
|
$
|
1,494,542
|
|
|
$
|
1,234,468
|
|
Income from continuing operations
|
$
|
59,598
|
|
|
$
|
52,538
|
|
|
$
|
22,676
|
|
Net income
|
$
|
89,756
|
|
|
$
|
58,732
|
|
|
$
|
26,109
|
|
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.11
|
|
|
$
|
1.01
|
|
|
$
|
0.44
|
|
Net income
|
$
|
1.68
|
|
|
$
|
1.13
|
|
|
$
|
0.51
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.09
|
|
|
$
|
0.99
|
|
|
$
|
0.44
|
|
Net income
|
$
|
1.65
|
|
|
$
|
1.10
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
||||||
Weighted average number of shares outstanding
|
53,481
|
|
|
52,103
|
|
|
51,180
|
|
|||
Weighted average number of shares and dilutive shares outstanding
|
54,555
|
|
|
53,190
|
|
|
52,062
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
$
|
44,569
|
|
|
$
|
101,719
|
|
|
$
|
81,697
|
|
Income (loss) before income taxes
|
$
|
(967
|
)
|
|
$
|
10,356
|
|
|
$
|
5,766
|
|
Provision for income taxes
|
$
|
(284
|
)
|
|
$
|
4,162
|
|
|
$
|
2,333
|
|
Net income (loss)
|
$
|
(683
|
)
|
|
$
|
6,194
|
|
|
$
|
3,433
|
|
|
2013
|
|
2012
|
||||
Senior Secured Debt
|
|
|
|
||||
$125 million revolving credit facility, due May 2018
|
$
|
44,500
|
|
|
$
|
—
|
|
$100 million term A loan facility, due May 2018
|
92,500
|
|
|
—
|
|
||
$275 million term B loan facility, due May 2020
|
262,813
|
|
|
—
|
|
||
$75 million revolving credit facility
|
—
|
|
|
—
|
|
||
$100 million term A loan facility, repaid May 2013
|
—
|
|
|
92,500
|
|
||
$365 million term B loan facility, repaid May 2013
|
—
|
|
|
334,088
|
|
||
|
$
|
399,813
|
|
|
$
|
426,588
|
|
2014
|
|
$
|
10,000
|
|
2015
|
|
10,000
|
|
|
2016
|
|
10,000
|
|
|
2017
|
|
10,875
|
|
|
2018
|
|
99,750
|
|
|
Thereafter
|
|
259,188
|
|
|
Total
|
|
$
|
399,813
|
|
|
Apex
|
|
Oxford
|
|
Life Sciences
|
|
Healthcare
|
|
Physician
|
|
Total
|
||||||||||||
Balance as of December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross goodwill
|
$
|
—
|
|
|
$
|
149,483
|
|
|
$
|
27,668
|
|
|
$
|
122,230
|
|
|
$
|
51,570
|
|
|
$
|
350,951
|
|
Accumulated impairment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(121,717
|
)
|
|
—
|
|
|
(121,717
|
)
|
||||||
|
—
|
|
|
149,483
|
|
|
27,668
|
|
|
513
|
|
|
51,570
|
|
|
229,234
|
|
||||||
Apex Acquisition (see Note 3)
|
264,590
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
264,590
|
|
||||||
Acquisition Accounting
|
—
|
|
|
—
|
|
|
1,814
|
|
|
—
|
|
|
(9
|
)
|
|
1,805
|
|
||||||
Translation adjustment
|
—
|
|
|
—
|
|
|
529
|
|
|
—
|
|
|
—
|
|
|
529
|
|
||||||
Balance as of December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross goodwill
|
264,590
|
|
|
149,483
|
|
|
30,011
|
|
|
122,230
|
|
|
51,561
|
|
|
617,875
|
|
||||||
Accumulated impairment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(121,717
|
)
|
|
—
|
|
|
(121,717
|
)
|
||||||
|
264,590
|
|
|
149,483
|
|
|
30,011
|
|
|
513
|
|
|
51,561
|
|
|
496,158
|
|
||||||
Whitaker acquisition (see Note 3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,452
|
|
|
7,452
|
|
||||||
CyberCoders acquisition (see Note 3)
|
—
|
|
|
70,527
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,527
|
|
||||||
Divestiture - gross goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
(121,717
|
)
|
|
—
|
|
|
(121,717
|
)
|
||||||
Divestiture - accumulated impairment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
121,717
|
|
|
—
|
|
|
121,717
|
|
||||||
Transfers
|
—
|
|
|
513
|
|
|
—
|
|
|
(513
|
)
|
|
—
|
|
|
—
|
|
||||||
Translation adjustment
|
—
|
|
|
—
|
|
|
811
|
|
|
—
|
|
|
—
|
|
|
811
|
|
||||||
Balance as of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross goodwill
|
264,590
|
|
|
220,523
|
|
|
30,822
|
|
|
—
|
|
|
59,013
|
|
|
574,948
|
|
||||||
Accumulated impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
264,590
|
|
|
$
|
220,523
|
|
|
$
|
30,822
|
|
|
$
|
—
|
|
|
$
|
59,013
|
|
|
$
|
574,948
|
|
|
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
|
Estimated Useful Life
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relations
|
|
3 months – 10 years
|
|
$
|
110,007
|
|
|
$
|
41,564
|
|
|
$
|
68,443
|
|
|
$
|
103,285
|
|
|
$
|
23,338
|
|
|
$
|
79,947
|
|
Contractor relations
|
|
2 - 7 years
|
|
43,598
|
|
|
30,737
|
|
|
12,861
|
|
|
37,871
|
|
|
27,754
|
|
|
10,117
|
|
||||||
Non-compete agreements
|
|
2 - 7 years
|
|
3,863
|
|
|
1,424
|
|
|
2,439
|
|
|
2,986
|
|
|
1,062
|
|
|
1,924
|
|
||||||
In-use software
|
|
6 years
|
|
18,900
|
|
|
263
|
|
|
18,637
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
176,368
|
|
|
73,988
|
|
|
102,380
|
|
|
144,142
|
|
|
52,154
|
|
|
91,988
|
|
||||||
Not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Trademarks
|
|
|
|
186,075
|
|
|
—
|
|
|
186,075
|
|
|
171,852
|
|
|
—
|
|
|
171,852
|
|
||||||
Goodwill
|
|
|
|
574,948
|
|
|
—
|
|
|
574,948
|
|
|
496,158
|
|
|
—
|
|
|
496,158
|
|
||||||
Total
|
|
|
|
$
|
937,391
|
|
|
$
|
73,988
|
|
|
$
|
863,403
|
|
|
$
|
812,152
|
|
|
$
|
52,154
|
|
|
$
|
759,998
|
|
2014
|
$
|
24,509
|
|
2015
|
21,326
|
|
|
2016
|
17,721
|
|
|
2017
|
12,888
|
|
|
2018
|
10,307
|
|
|
Thereafter
|
15,629
|
|
|
|
$
|
102,380
|
|
|
|
Operating Leases
|
|
Related Party Leases
|
|
Total
|
||||||
2014
|
|
$
|
15,685
|
|
|
$
|
1,299
|
|
|
$
|
16,984
|
|
2015
|
|
13,863
|
|
|
1,168
|
|
|
15,031
|
|
|||
2016
|
|
11,236
|
|
|
694
|
|
|
11,930
|
|
|||
2017
|
|
7,523
|
|
|
175
|
|
|
7,698
|
|
|||
2018
|
|
5,351
|
|
|
—
|
|
|
5,351
|
|
|||
Thereafter
|
|
8,699
|
|
|
—
|
|
|
8,699
|
|
|||
Total
|
|
$
|
62,357
|
|
|
$
|
3,336
|
|
|
$
|
65,693
|
|
|
|
December 31,
2013 |
|
December 31,
2012 |
||||
Deferred income tax assets (liabilities):
|
|
|
|
|
||||
Current:
|
|
|
|
|
||||
Allowance for doubtful accounts
|
|
$
|
1,578
|
|
|
$
|
1,150
|
|
Employee related accruals
|
|
6,663
|
|
|
3,419
|
|
||
State taxes
|
|
611
|
|
|
1,064
|
|
||
Workers’ compensation and medical malpractice loss reserves
|
|
4,767
|
|
|
4,683
|
|
||
Other
|
|
3,595
|
|
|
(169
|
)
|
||
|
|
17,214
|
|
|
10,147
|
|
||
Non-current:
|
|
|
|
|
|
|||
Intangibles
|
|
(49,122
|
)
|
|
(23,662
|
)
|
||
Depreciation expense
|
|
(6,147
|
)
|
|
(4,449
|
)
|
||
Stock-based compensation
|
|
3,761
|
|
|
2,852
|
|
||
Net operating loss carryforwards
|
|
1,612
|
|
|
1,191
|
|
||
Other
|
|
1,822
|
|
|
1,975
|
|
||
|
|
(48,074
|
)
|
|
(22,093
|
)
|
||
Valuation allowance
|
|
(1,511
|
)
|
|
(916
|
)
|
||
Total net deferred income tax liability
|
|
$
|
(32,371
|
)
|
|
$
|
(12,862
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Income tax provision at the statutory rate
|
|
$
|
32,602
|
|
|
$
|
22,610
|
|
|
$
|
12,494
|
|
State income taxes, net of federal benefit
|
|
4,039
|
|
|
2,555
|
|
|
1,283
|
|
|||
Disallowed meals and entertainment expenses
|
|
1,592
|
|
|
1,681
|
|
|
1,020
|
|
|||
Other
|
|
559
|
|
|
1,295
|
|
|
36
|
|
|||
|
|
$
|
38,792
|
|
|
$
|
28,141
|
|
|
$
|
14,833
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Unrecognized Tax Benefit beginning of year
|
|
$
|
376
|
|
|
$
|
251
|
|
|
$
|
358
|
|
Gross increases - tax positions in prior year
|
|
1,240
|
|
|
159
|
|
|
—
|
|
|||
Gross decreases - tax positions in prior year
|
|
(177
|
)
|
|
(34
|
)
|
|
—
|
|
|||
Lapse of the statute of limitations
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|||
Unrecognized Tax Benefit end of year
|
|
$
|
1,439
|
|
|
$
|
376
|
|
|
$
|
251
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Weighted average number of common shares
|
|
53,481
|
|
|
46,739
|
|
|
36,876
|
|
Dilutive effect of stock-based awards
|
|
1,074
|
|
|
1,087
|
|
|
882
|
|
Number of shares used to compute diluted earnings per share
|
|
54,555
|
|
|
47,826
|
|
|
37,758
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Anti-dilutive common share equivalents outstanding
|
|
7
|
|
|
83
|
|
|
1,039
|
|
|
|
Year Ended December 31,
|
||||
|
|
2012
|
|
2011
|
||
Dividend yield
|
|
—
|
|
|
—
|
|
Risk-free interest rate
|
|
1.19
|
%
|
|
0.92
|
%
|
Expected volatility
|
|
64.15
|
%
|
|
75.67
|
%
|
Expected lives
|
|
7.3 years
|
|
|
3.6 years
|
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
||||||||||||||||||||||
|
|
|
|
|
|
Number Outstanding at
|
|
Weighted Average Remaining Contractual Life (years)
|
|
Weighted Average Exercise Price
|
|
Number Exercisable at
|
|
Weighted Average Exercise Price
|
||||||||||||||
Range of Exercise Prices
|
|
December 31, 2013
|
|
|
|
December 31, 2013
|
|
|||||||||||||||||||||
$
|
4.44
|
|
|
─
|
|
$
|
8.26
|
|
|
255,250
|
|
|
4.8
|
|
|
$
|
6.62
|
|
|
|
214,351
|
|
|
|
$
|
6.34
|
|
|
8.38
|
|
|
─
|
|
11.39
|
|
|
272,121
|
|
|
5.1
|
|
|
10.90
|
|
|
|
196,831
|
|
|
|
11.08
|
|
|
||||
11.56
|
|
|
─
|
|
12.90
|
|
|
213,724
|
|
|
3.1
|
|
|
12.39
|
|
|
|
213,724
|
|
|
|
12.39
|
|
|
||||
13.31
|
|
|
─
|
|
13.58
|
|
|
43,850
|
|
|
3.3
|
|
|
13.32
|
|
|
|
43,006
|
|
|
|
13.31
|
|
|
||||
16.51
|
|
|
─
|
|
16.51
|
|
|
75,000
|
|
|
8.7
|
|
|
16.51
|
|
|
|
23,437
|
|
|
|
16.51
|
|
|
||||
$
|
4.44
|
|
|
─
|
|
$
|
16.51
|
|
|
859,945
|
|
|
4.8
|
|
|
$
|
10.61
|
|
|
|
691,349
|
|
|
|
$
|
10.34
|
|
|
|
|
Incentive Stock Options
|
|
Non- Qualified Stock Options
|
|
Weighted Average Exercise Price Per Share
|
|
Weighted Average Remaining Contractual
Term (Years)
|
|
Aggregate Intrinsic Value
|
||||||
Outstanding at January 1, 2013
|
|
129,423
|
|
1,156,937
|
|
$
|
9.83
|
|
|
|
5.6
|
|
|
$
|
13,442,000
|
|
Exercised
|
|
(59,806)
|
|
(333,377)
|
|
$
|
8.13
|
|
|
|
|
|
|
|
|
|
Canceled
|
|
(201)
|
|
(33,031)
|
|
$
|
9.65
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
|
69,416
|
|
790,529
|
|
$
|
10.61
|
|
|
|
4.8
|
|
|
$
|
20,903,000
|
|
Vested and Expected to Vest at December 31, 2013
|
|
69,416
|
|
772,942
|
|
$
|
10.56
|
|
|
|
4.7
|
|
|
$
|
20,521,000
|
|
Exercisable at December 31, 2013
|
|
69,386
|
|
621,963
|
|
$
|
10.34
|
|
|
|
4.0
|
|
|
$
|
16,995,000
|
|
|
|
Restricted Stock Units / Awards
|
|
Weighted Average Grant-Date Fair Value Per Unit / Award
|
|||||
Unvested RSUs outstanding at January 1, 2013
|
|
1,390,834
|
|
|
|
$
|
14.31
|
|
|
Granted
|
|
621,262
|
|
|
|
26.77
|
|
|
|
Market value share count adjustment for liability awards
|
|
(55,664
|
)
|
|
|
34.92
|
|
|
|
Vested
|
|
(538,525
|
)
|
|
|
14.76
|
|
|
|
Forfeited
|
|
(50,669
|
)
|
|
|
15.75
|
|
|
|
Unvested RSUs outstanding at December 31, 2013
|
|
1,367,238
|
|
|
|
$
|
18.90
|
|
|
Unvested and expected to vest RSUs outstanding at December 31, 2013
|
|
1,201,190
|
|
|
|
$
|
19.12
|
|
|
|
Year ended December 31, 2013
|
||||||||||||||||||||||
|
Apex
|
|
Oxford
|
|
Life Sciences
|
|
Physician
|
|
Corporate
|
|
Total
|
||||||||||||
Revenues
|
$
|
942,463
|
|
|
$
|
412,189
|
|
|
$
|
171,518
|
|
|
$
|
105,827
|
|
|
$
|
—
|
|
|
$
|
1,631,997
|
|
Gross Profit
|
258,150
|
|
|
143,334
|
|
|
56,308
|
|
|
30,614
|
|
|
—
|
|
|
488,406
|
|
||||||
Operating income
|
76,971
|
|
|
58,990
|
|
|
28,354
|
|
|
8,852
|
|
|
(49,199
|
)
|
|
123,968
|
|
||||||
Amortization
|
19,524
|
|
|
965
|
|
|
429
|
|
|
742
|
|
|
91
|
|
|
21,751
|
|
||||||
Total assets
(1)
|
656,733
|
|
|
365,118
|
|
|
128,824
|
|
|
110,519
|
|
|
—
|
|
|
1,261,194
|
|
|
Year ended December 31, 2012
|
||||||||||||||||||||||
|
Apex
|
|
Oxford
|
|
Life Sciences
|
|
Physician
|
|
Corporate
|
|
Total
|
||||||||||||
Revenues
|
$
|
508,743
|
|
|
$
|
363,765
|
|
|
$
|
162,799
|
|
|
$
|
102,679
|
|
|
$
|
—
|
|
|
$
|
1,137,986
|
|
Gross Profit
|
140,669
|
|
|
127,895
|
|
|
55,874
|
|
|
31,455
|
|
|
—
|
|
|
355,893
|
|
||||||
Operating income
|
36,416
|
|
|
56,289
|
|
|
25,632
|
|
|
9,998
|
|
|
(47,154
|
)
|
|
81,181
|
|
||||||
Amortization
|
15,665
|
|
|
437
|
|
|
807
|
|
|
817
|
|
|
290
|
|
|
18,016
|
|
||||||
Total assets
(1)
|
642,594
|
|
|
235,099
|
|
|
150,696
|
|
(2)
|
86,074
|
|
|
—
|
|
|
1,114,463
|
|
|
Year ended December 31, 2011
|
||||||||||||||||||||||
|
Apex
|
|
|
Oxford
|
|
|
Life Sciences
|
|
|
Physician
|
|
|
Corporate
|
|
Total
|
||||||||
Revenues
|
$
|
—
|
|
|
$
|
279,643
|
|
|
$
|
155,324
|
|
|
$
|
80,617
|
|
|
$
|
—
|
|
|
$
|
515,584
|
|
Gross Profit
|
—
|
|
|
99,187
|
|
|
52,643
|
|
|
25,858
|
|
|
—
|
|
|
177,688
|
|
||||||
Operating income
|
—
|
|
|
37,676
|
|
|
24,883
|
|
|
6,699
|
|
|
(30,625
|
)
|
|
38,633
|
|
||||||
Amortization
|
—
|
|
|
821
|
|
|
901
|
|
|
415
|
|
|
209
|
|
|
2,346
|
|
||||||
Total assets
(1)
|
—
|
|
|
221,690
|
|
|
119,563
|
|
(2)
|
86,014
|
|
|
—
|
|
|
427,267
|
|
||||||
______
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Long-lived Assets:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
45,061
|
|
|
$
|
40,062
|
|
|
$
|
19,078
|
|
Foreign
|
|
2,856
|
|
|
2,006
|
|
|
1,033
|
|
|||
|
|
$
|
47,917
|
|
|
$
|
42,068
|
|
|
$
|
20,111
|
|
|
|
As of December 31, 2013
|
||||||||||||||
|
|
Fair Value Measurements Using
|
|
Total
|
||||||||||||
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
|
||||||||
Contingent consideration to be paid in cash for the acquisitions
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(8,527
|
)
|
|
$
|
(8,527
|
)
|
|
|
As of December 31, 2012
|
||||||||||||||
|
|
Fair Value Measurements Using
|
|
Total
|
||||||||||||
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
|
||||||||
Contingent consideration to be paid in cash for the acquisitions
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,577
|
)
|
|
$
|
(7,577
|
)
|
|
|
Year Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Contingent consideration for acquisitions --
|
|
|
|
|
||||
Balance at beginning of year
|
|
$
|
(7,577
|
)
|
|
$
|
(9,856
|
)
|
Additions for acquisitions
|
|
(7,860
|
)
|
|
—
|
|
||
Payments on contingent consideration
|
|
3,425
|
|
|
1,198
|
|
||
Settlements of contingent consideration
|
|
—
|
|
|
—
|
|
||
Fair value adjustments
|
|
3,584
|
|
|
1,215
|
|
||
Foreign currency translation adjustment
|
|
(99
|
)
|
|
(134
|
)
|
||
Balance at end of year
|
|
$
|
(8,527
|
)
|
|
$
|
(7,577
|
)
|
|
|
2013
|
||||||||||||||
|
|
Dec. 31,
|
|
Sep. 30,
|
|
June 30,
|
|
Mar. 31,
|
||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||
Revenues
|
|
$
|
423,598
|
|
|
$
|
421,491
|
|
|
$
|
407,864
|
|
|
$
|
379,044
|
|
Gross profit
|
|
$
|
129,753
|
|
|
$
|
127,210
|
|
|
$
|
121,332
|
|
|
$
|
110,111
|
|
Income from continuing operations
|
|
$
|
17,425
|
|
|
$
|
19,471
|
|
|
$
|
7,243
|
|
|
$
|
10,216
|
|
Income from discontinued operations, net of income taxes
|
|
14,985
|
|
|
679
|
|
|
96
|
|
|
14,397
|
|
||||
Net income
|
|
$
|
32,410
|
|
|
$
|
20,150
|
|
|
$
|
7,339
|
|
|
$
|
24,613
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
0.32
|
|
|
$
|
0.36
|
|
|
$
|
0.14
|
|
|
$
|
0.19
|
|
Income from discontinued operations
|
|
0.28
|
|
|
0.02
|
|
|
—
|
|
|
0.27
|
|
||||
Net income
|
|
$
|
0.60
|
|
|
$
|
0.38
|
|
|
$
|
0.14
|
|
|
$
|
0.46
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.32
|
|
|
$
|
0.36
|
|
|
$
|
0.13
|
|
|
$
|
0.19
|
|
Income from discontinued operations
|
|
0.27
|
|
|
0.01
|
|
|
0.01
|
|
|
0.27
|
|
||||
Net income
|
|
$
|
0.59
|
|
|
$
|
0.37
|
|
|
$
|
0.14
|
|
|
$
|
0.46
|
|
|
|
2012
|
||||||||||||||
|
|
Dec. 31,
|
|
Sep. 30,
|
|
June 30,
|
|
Mar. 31,
|
||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||
Revenues
|
|
$
|
369,441
|
|
|
$
|
363,882
|
|
|
$
|
256,386
|
|
|
$
|
148,277
|
|
Gross profit
|
|
$
|
112,054
|
|
|
$
|
112,213
|
|
|
$
|
81,509
|
|
|
$
|
50,117
|
|
Income from continuing operations
|
|
$
|
12,004
|
|
|
$
|
14,078
|
|
|
$
|
5,586
|
|
|
$
|
4,791
|
|
Income from discontinued operations, net of income taxes
|
|
2,201
|
|
|
1,425
|
|
|
1,976
|
|
|
592
|
|
||||
Net income
|
|
$
|
14,205
|
|
|
$
|
15,503
|
|
|
$
|
7,562
|
|
|
$
|
5,383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.23
|
|
|
$
|
0.27
|
|
|
$
|
0.12
|
|
|
$
|
0.13
|
|
Income from discontinued operations
|
|
0.04
|
|
|
0.03
|
|
|
0.05
|
|
|
0.01
|
|
||||
Net income
|
|
$
|
0.27
|
|
|
$
|
0.30
|
|
|
$
|
0.17
|
|
|
$
|
0.14
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.22
|
|
|
$
|
0.26
|
|
|
$
|
0.12
|
|
|
$
|
0.13
|
|
Income from discontinued operations
|
|
0.04
|
|
|
0.03
|
|
|
0.04
|
|
|
0.01
|
|
||||
Net income
|
|
$
|
0.26
|
|
|
$
|
0.29
|
|
|
$
|
0.16
|
|
|
$
|
0.14
|
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
•
|
Provide reasonable assurance regarding prevention of timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
|
|
ON ASSIGNMENT, INC.
|
|
/s/ Peter T. Dameris
|
|
Peter T. Dameris
|
|
Chief Executive Officer and President
|
Signature
|
|
Title
|
|
Date
|
/s/ Peter T. Dameris
|
|
Chief Executive Officer, President and Director
|
|
February 27, 2014
|
Peter T. Dameris
|
|
(Principal Executive Officer)
|
|
|
/s/ Edward L. Pierce
|
|
Executive Vice President, Finance and Chief Financial Officer
|
|
March 3, 2014
|
Edward L. Pierce
|
|
(Principal Financial and Accounting Officer)
|
|
|
/s/ William E. Brock
|
|
Director
|
|
February 26, 2014
|
William E. Brock
|
|
|
|
|
/s/ Jonathan S. Holman
|
|
Director
|
|
February 27, 2014
|
Jonathan S. Holman
|
|
|
|
|
/s/ Marty R. Kittrell
|
|
Director
|
|
February 26, 2014
|
Marty R. Kittrell
|
|
|
|
|
/s/ Jeremy M. Jones
|
|
Director
|
|
February 26, 2014
|
Jeremy M. Jones
|
|
|
|
|
/s/ Brian J. Callaghan
|
|
Director
|
|
February 28, 2014
|
Brian J. Callaghan
|
|
|
|
|
/s/ Edwin A. Sheridan IV
|
|
Director
|
|
February 28, 2014
|
Edwin A. Sheridan IV
|
|
|
|
|
Description
|
|
Balance at beginning of year
|
|
Provisions
|
|
Deductions from reserves
|
|
Balance at end of year
|
||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts and billing adjustments
|
|
$
|
3,970
|
|
|
1,787
|
|
|
(2,690
|
)
|
|
$
|
3,067
|
|
Workers’ compensation and medical malpractice loss reserves
|
|
$
|
26,769
|
|
|
5,956
|
|
|
26
|
|
|
$
|
32,751
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts and billing adjustments
|
|
$
|
2,777
|
|
|
(166
|
)
|
|
1,359
|
|
|
$
|
3,970
|
|
Workers’ compensation and medical malpractice loss reserves
|
|
$
|
27,003
|
|
|
3,594
|
|
|
(3,828
|
)
|
|
$
|
26,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Year ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Allowance for doubtful accounts and billing adjustments
|
|
$
|
2,175
|
|
|
1,127
|
|
|
(525
|
)
|
|
$
|
2,777
|
|
Workers’ compensation and medical malpractice loss reserves
|
|
$
|
28,244
|
|
|
2,339
|
|
|
(3,580
|
)
|
|
$
|
27,003
|
|
Number
|
|
Footnote
|
|
Description
|
2.1
|
|
(1)
|
|
Agreement of Merger, dated as of March 20, 2012, by and among On Assignment, Inc., Apex Systems, Inc., OA Acquisition Corp. and Jeffrey E. Veatch, as the Shareholder Representative.
|
2.2
|
|
(2)
|
|
Stock Purchase Agreement, dated as of November 25, 2013, by and among CyberCoders Holdings, Inc., the shareholders of CyberCoders Holdings, Inc. as set forth in the agreement, Riordan, Lewis & Haden, Inc., and the On Assignment, Inc.
|
3.1
|
|
(3)
|
|
Restated Certificate of Incorporation of On Assignment, Inc., dated April 14, 1993
|
3.2
|
|
(4)
|
|
Certificate of Amendment of Restated Certificate of Incorporation of On Assignment, Inc., dated August 17, 2000
|
3.3
|
|
(5)
|
|
Amended and Restated Bylaws of On Assignment, Inc., dated January 28, 1998
|
4.1
|
|
(6)
|
|
Specimen Common Stock Certificate.
|
4.2
|
|
(7)
|
|
Investor Rights Agreement, dated as of May 15, 2012, by and among On Assignment, Inc., Jeffrey E. Veatch as the shareholder representative, and the former shareholders and certain former option holders of Apex Systems, Inc.
|
10.1
|
|
(8)
|
|
Amended and Restated Credit Agreement, dated May 16, 2013, among On Assignment, Inc., as the Borrower, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto
|
10.2
|
|
(*)
|
|
First Amendment to Amended and Restated Credit Agreement dated November 8, 2013, among On Assignment, Inc., as the Borrower, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto
|
10.3
|
|
(*)
|
|
Second Amendment and Incremental Facility Agreement dated February 28, 2014, by and among On Assignment, Inc., as the Borrower, each lender from time to time party to the Credit Agreement, and Wells Fargo Bank, National Association, as administrative agent
|
10.4
|
|
(9)
|
|
Office Lease, dated August 18, 2010, by and between On Assignment, Inc. and Calabasas BCD, Inc.
|
10.5
|
|
(10)
|
|
On Assignment, Inc. Restated 1987 Stock Option Plan, as amended and restated April 7, 2006 †
|
10.6
|
|
(11)
|
|
First Amendment to the On Assignment, Inc. Restated 1987 Stock Option Plan, dated January 23, 2007 †
|
10.7
|
|
(10)
|
|
Second Amendment to the On Assignment, Inc. Restated 1987 Stock Option Plan, dated April 17, 2007 †
|
10.8
|
|
(12)
|
|
Third Amendment to the On Assignment, Inc. Restated 1987 Stock Option Plan, dated December 11, 2008 †
|
10.9
|
|
(13)
|
|
On Assignment, Inc. Restated 1987 Stock Option Plan Form of Option Agreement †
|
10.10
|
|
(14)
|
|
On Assignment, Inc. Restated 1987 Stock Option Plan Form of Stock Unit Agreement †
|
10.11
|
|
(*)
|
|
On Assignment, Inc. 2010 Employee Stock Purchase Plan, dated March 18, 2010 †
|
10.12
|
|
(15)
|
|
First Amendment to On Assignment, Inc. 2010 Employee Stock Purchase Plan, dated September 8, 2013 †
|
10.13
|
|
(16)
|
|
On Assignment, Inc. 2010 Incentive Award Plan, dated March 18, 2010 †
|
10.14
|
|
(16)
|
|
First Amendment to the On Assignment, Inc. 2010 Incentive Award Plan, dated March 27, 2013 †
|
10.15
|
|
(17)
|
|
On Assignment, Inc. 2010 Incentive Award Plan Form of Stock Option Agreement †
|
10.16
|
|
(17)
|
|
On Assignment, Inc. 2010 Incentive Award Plan Form of Restricted Stock Unit Award Agreement †
|
10.17
|
|
(18)
|
|
On Assignment, Inc. 2010 Incentive Award Plan Form of Performance-Based Restricted Stock Unit Award Notice and Agreement
|
10.18
|
|
(19)
|
|
On Assignment, Inc. 2010 Incentive Award Plan Form of Restricted Stock Award Grant Notice †
|
10.19
|
|
(20)
|
|
On Assignment, Inc. Amended and Restated 2012 Employment Inducement Incentive Award Plan †
|
10.20
|
|
(21)
|
|
On Assignment, Inc. Amended and Restated 2012 Employment Inducement Incentive Award Plan Form of Restricted Stock Unit Award Agreement †
|
10.21
|
|
(21)
|
|
On Assignment, Inc. Amended and Restated 2012 Employment Inducement Incentive Award Plan Form of Stock Option Grant Agreement †
|
10.22
|
|
(22)
|
|
On Assignment, Inc. Nonqualified Inducement Stock Option Grant Agreement between On Assignment, Inc. and James Brill †
|
10.23
|
|
(22)
|
|
On Assignment, Inc. Nonqualified Inducement Stock Option Grant Agreement between On Assignment, Inc. and Michael McGowan †
|
10.24
|
|
(23)
|
|
On Assignment, Inc. Amended and Restated Change in Control Severance Plan, dated June 21, 2013 †
|
10.25
|
|
(24)
|
|
Amended and Restated Executive Change in Control Agreement between On Assignment, Inc. and Peter T. Dameris, dated December 11, 2008 †
|
10.26
|
|
(19)
|
|
Amended and Restated Senior Executive Agreement between On Assignment, Inc. and Peter Dameris, dated December 13, 2012 †
|
10.27
|
|
(25)
|
|
Employment Agreement, by and between On Assignment, Inc. and Edward Pierce, dated September 1, 2012 †
|
10.28
|
|
(25)
|
|
Executive Change of Control Agreement, by and between On Assignment, Inc. and Edward Pierce, dated September 1, 2012 †
|
10.29
|
|
(24)
|
|
Amended and Restated Employment Agreement between Oxford Global Resources, Inc., On Assignment, Inc. and Michael J. McGowan, dated December 30, 2008 †
|
10.30
|
|
(25)
|
|
Amended and Restated Employment Agreement, by and between On Assignment, Inc. and James Brill, dated September 1, 2012 †
|
10.31
|
|
(20)
|
|
Employment Agreement between Rand Blazer and Apex Systems, Inc., dated January 8, 2007 †
|
10.32
|
|
(20)
|
|
Amendment No. 1 to the Employment Agreement between Rand Blazer and Apex Systems, Inc., dated December 31, 2008 †
|
10.33
|
|
(20)
|
|
Amendment No. 2 to the Employment Agreement between Rand Blazer and Apex Systems, Inc. dated August 3, 2008 †
|
10.34
|
|
(20)
|
|
Amendment No. 3 to the Employment Agreement by and between Rand Blazer, On Assignment, Inc. and Apex Systems, Inc., dated May 15, 2012 †
|
10.35
|
|
(20)
|
|
Amendment No. 4 to the Employment Agreement by and between Rand Blazer, On Assignment, Inc. and Apex Systems, Inc., dated May 15, 2012 †
|
10.36
|
|
(20)
|
|
Employment Agreement between Theodore S. Hanson and Apex Systems, Inc., dated January 15, 2008 †
|
10.37
|
|
(20)
|
|
Amendment No. 1 to the Employment Agreement between Theodore S. Hanson and Apex Systems, Inc., dated December 31, 2008 †
|
10.38
|
|
(20)
|
|
Amendment No. 2 to the Employment Agreement between Theodore S. Hanson and Apex Systems, Inc., dated February 12, 2011 †
|
10.39
|
|
(20)
|
|
Amendment No. 3 to the Employment Agreement between On Assignment, Inc., Theodore S. Hanson, and Apex Systems, Inc., dated May 15, 2012 †
|
10.40
|
|
(20)
|
|
Amendment No. 4 to the Employment Agreement between On Assignment, Inc., Theodore S. Hanson and Apex Systems, Inc., dated May 15, 2012 †
|
10.41
|
|
(11)
|
|
Form of Indemnification Agreement †
|
21.1*
|
|
|
|
Subsidiaries of the Registrant
|
23.1*
|
|
|
|
Consent of Independent Registered Public Accounting Firm
|
31.1*
|
|
|
|
Certification of Peter T. Dameris, Chief Executive Officer and President pursuant to Rule 13a-14(a) or 15d-14(a)
|
31.2*
|
|
|
|
Certification of Edward L. Pierce, Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)
|
32.1*
|
|
|
|
Certification of Peter T. Dameris, Chief Executive Officer and President pursuant to 18 U.S.C. Section 1350
|
32.2*
|
|
|
|
Certification of Edward L. Pierce, Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
|
101.INS*
|
|
|
|
XBRL Instance Document
|
101.SCH*
|
|
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
____
|
|
|
|
|
*
|
|
|
|
Filed herewith.
|
†
|
|
|
|
These exhibits relate to management contracts or compensatory plans, contracts or arrangements in which directors and/or named executive officers of the Registrant may participate.
|
(1)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on March 26, 2012.
|
(2)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on December 2, 2013.
|
(3)
|
|
|
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on August 2, 2013.
|
(4)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on October 5, 2000.
|
(5)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on May 3, 2002.
|
(6)
|
|
|
|
Incorporated by reference from an exhibit to our Registration Statement on Form S-1 (File No. 33-50646) declared effective by the SEC on September 21, 1992.
|
(7)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on May 15, 2012.
|
(8)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on May 16, 2013.
|
(9)
|
|
|
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on November 8, 2010.
|
(10)
|
|
|
|
Incorporated by reference from an exhibit to our Registration Statement on Form S-8 (File No. 333-143907) filed with the SEC on June 20, 2007.
|
(11)
|
|
|
|
Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on March 16, 2007.
|
(12)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on December 16, 2008.
|
(13)
|
|
|
|
Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on March 16, 2005.
|
(14)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on August 8, 2005.
|
(15)
|
|
|
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on November 5, 2013.
|
(16)
|
|
|
|
Incorporated by reference from an exhibit to our Form S-8 (File No. 333-168041) filed with the SEC on June 13, 2013.
|
(17)
|
|
|
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on August 9, 2010.
|
(18)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on January 3, 2014
|
(19)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on December 18, 2012.
|
(20)
|
|
|
|
Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on March 18, 2013.
|
(21)
|
|
|
|
Incorporated by reference from an exhibit to our Registration Statement on Form S-8 (File No. 333-183863) filed with the SEC on September 12, 2012.
|
(22)
|
|
|
|
Incorporated by reference from an exhibit to our Registration Statement on Form S-8 (File No. 333-148000) filed with the SEC on December 12, 2007.
|
(23)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on June 27, 2013.
|
(24)
|
|
|
|
Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on March 16, 2009.
|
(25)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on September 7, 2012.
|
AND LENDER
:
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
,
|
LENDER:
|
Form of signature block for the various Lenders party to the Agreement,
as Lender
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
(a)
|
Section 1.01
of the Credit Agreement is hereby amended by:
|
(i)
|
amending and restating subclause (A) of clause (i) thereof as follows:
|
(ii)
|
adding the word “and” at the end of clause (i) thereof;
|
(iii)
|
deleting clause (ii) thereof in its entirety;
|
(iv)
|
replacing the phrase “clauses (i) and (ii)” at the end of clause (iii) with “clause (i)”; and
|
(v)
|
renumbering clause (iii) thereof as a new clause (ii).
|
AND LENDER
:
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
,
|
Date: February 28, 2014
|
/s/ Peter T. Dameris
|
|
Peter T. Dameris
|
|
Chief Executive Officer and President
|
Date: March 3, 2014
|
|
/s/ Edward L. Pierce
|
|
|
Edward L. Pierce
|
|
|
Executive Vice President and Chief Financial Officer
|
Date: February 28, 2014
|
|
/s/ Peter. T. Dameris
|
|
|
Peter T. Dameris
|
|
|
Chief Executive Officer and President
|
Date: March 3, 2014
|
|
/s/ Edward L. Pierce
|
|
|
Edward L. Pierce
|
|
|
Executive Vice President and Chief Financial Officer
|