|
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.
|
|
||
|
|
||
•
|
On June 5, 2015, we acquired the holding company of Creative Circle, LLC (“Creative Circle”). Creative Circle, which is headquartered in Los Angeles, California, was purchased to expand the Company’s technical and creative staffing services. Creative Circle is included in the Apex operating segment.
|
•
|
On December 5, 2013, we acquired the holding company of CyberCoders, Inc. ("CyberCoders"), a privately-owned provider of permanent placement services headquartered in Irvine, California. CyberCoders is included in the Oxford operating segment.
|
•
|
On May 15, 2012, we acquired Apex Systems, Inc., now Apex Systems, LLC ("Apex Systems"), a privately-owned provider of information technology staffing and services headquartered in Richmond, Virginia. Apex Systems is in the Apex operating segment.
|
•
|
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;
|
•
|
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 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;
|
•
|
recommendations by securities analysts or changes in earnings estimates;
|
•
|
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 up to nine members, or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors.
|
•
|
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. Further, our Board of Directors is divided into three classes, and only one class is up for election each year. 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 us.
|
•
|
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, 2015
|
|
|
|
|
||||
First Quarter
|
|
$
|
39.70
|
|
|
$
|
30.98
|
|
Second Quarter
|
|
$
|
40.75
|
|
|
$
|
30.60
|
|
Third Quarter
|
|
$
|
41.49
|
|
|
$
|
34.25
|
|
Fourth Quarter
|
|
$
|
51.00
|
|
|
$
|
35.49
|
|
Year Ended December 31, 2014
|
|
|
|
|
|
|
||
First Quarter
|
|
$
|
38.93
|
|
|
$
|
29.32
|
|
Second Quarter
|
|
$
|
39.86
|
|
|
$
|
32.70
|
|
Third Quarter
|
|
$
|
37.09
|
|
|
$
|
26.23
|
|
Fourth Quarter
|
|
$
|
34.29
|
|
|
$
|
25.98
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2015
(4)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||||||
Summary Results of Operations
(1)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
2,065,008
|
|
|
$
|
1,724,741
|
|
|
$
|
1,523,101
|
|
|
$
|
1,031,935
|
|
|
$
|
429,756
|
|
Costs of services
|
|
1,386,263
|
|
|
1,167,306
|
|
|
1,068,226
|
|
|
710,681
|
|
|
282,777
|
|
|||||
Gross profit
|
|
678,745
|
|
|
557,435
|
|
|
454,875
|
|
|
321,254
|
|
|
146,979
|
|
|||||
Selling, general and administrative expenses
|
|
492,170
|
|
|
397,523
|
|
|
317,345
|
|
|
231,194
|
|
|
113,466
|
|
|||||
Amortization of intangible assets
|
|
34,467
|
|
|
22,130
|
|
|
20,943
|
|
|
17,047
|
|
|
1,729
|
|
|||||
Operating income
|
|
152,108
|
|
|
137,782
|
|
|
116,587
|
|
|
73,013
|
|
|
31,784
|
|
|||||
Interest expense, net
|
|
(26,444
|
)
|
|
(12,730
|
)
|
|
(13,931
|
)
|
|
(12,595
|
)
|
|
(2,936
|
)
|
|||||
Write-off of loan costs
|
|
(3,751
|
)
|
|
—
|
|
|
(14,958
|
)
|
|
(813
|
)
|
|
—
|
|
|||||
Income before income taxes
|
|
121,913
|
|
|
125,052
|
|
|
87,698
|
|
|
59,605
|
|
|
28,848
|
|
|||||
Provision for income taxes
|
|
50,491
|
|
|
51,557
|
|
|
36,558
|
|
|
26,142
|
|
|
12,356
|
|
|||||
Income from continuing operations
|
|
71,422
|
|
|
73,495
|
|
|
51,140
|
|
|
33,463
|
|
|
16,492
|
|
|||||
Gain on sale of discontinued operations, net of income taxes
|
|
25,703
|
|
|
—
|
|
|
30,840
|
|
|
—
|
|
|
—
|
|
|||||
Income from discontinued operations, net of income taxes
|
|
525
|
|
|
3,689
|
|
|
2,532
|
|
|
9,190
|
|
|
7,805
|
|
|||||
Net income
|
|
$
|
97,650
|
|
|
$
|
77,184
|
|
|
$
|
84,512
|
|
|
$
|
42,653
|
|
|
$
|
24,297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
1.37
|
|
|
$
|
1.38
|
|
|
$
|
0.96
|
|
|
$
|
0.72
|
|
|
$
|
0.45
|
|
Income from discontinued operations
|
|
0.50
|
|
|
0.06
|
|
|
0.62
|
|
|
0.19
|
|
|
0.21
|
|
|||||
Net income
|
|
$
|
1.87
|
|
|
$
|
1.44
|
|
|
$
|
1.58
|
|
|
$
|
0.91
|
|
|
$
|
0.66
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
1.35
|
|
|
$
|
1.35
|
|
|
$
|
0.94
|
|
|
$
|
0.70
|
|
|
$
|
0.44
|
|
Income from discontinued operations
|
|
0.49
|
|
|
0.07
|
|
|
0.61
|
|
|
0.19
|
|
|
0.20
|
|
|||||
Net income
|
|
$
|
1.84
|
|
|
$
|
1.42
|
|
|
$
|
1.55
|
|
|
$
|
0.89
|
|
|
$
|
0.64
|
|
Number of shares and share equivalents used to calculate earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
52,259
|
|
|
53,437
|
|
|
53,481
|
|
|
46,739
|
|
|
36,876
|
|
|||||
Diluted
|
|
53,005
|
|
|
54,294
|
|
|
54,555
|
|
|
47,826
|
|
|
37,758
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (at end of year):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
(2)
|
|
$
|
23,869
|
|
|
$
|
28,860
|
|
|
$
|
35,024
|
|
|
$
|
24,849
|
|
|
$
|
13,416
|
|
Working capital
(3)
|
|
253,858
|
|
|
201,271
|
|
|
167,768
|
|
|
164,451
|
|
|
61,111
|
|
|||||
Total assets
(3)
|
|
1,767,307
|
|
|
1,251,839
|
|
|
1,240,746
|
|
|
1,088,310
|
|
|
412,103
|
|
|||||
Long-term liabilities
(3)
|
|
822,163
|
|
|
452,676
|
|
|
433,040
|
|
|
425,347
|
|
|
97,078
|
|
|||||
Stockholders' equity
|
|
784,794
|
|
|
634,408
|
|
|
640,133
|
|
|
532,723
|
|
|
246,743
|
|
(1)
|
Results of Operations have been restated to give retrospective effect to the sale of the Physician Segment on February 1, 2015, and the closure of the European retained search unit in December 2014. The results of those businesses are included in discontinued operations for all periods presented (see
"Note 5. Discontinued Operations"
in Item 8).
|
(2)
|
Excludes cash and cash equivalents from the Physician Segment of
$2.9 million
,
$2.3 million
, $2.6 million, and $4.3 million as of December 31, 2014, 2013, 2012, and 2011, respectively. The Physician Segment was sold in February 2015 and is reported in discontinued operations (see
"Note 5. Discontinued Operations"
in Item 8).
|
(3)
|
Retrospective adjustments have been made for the effects of early adopting Accounting Standards Updates No. 2015-3 and No. 2015-7 (see "Note 2. Accounting Standards Update" in Item 8).
|
(4)
|
Summary results of operations in 2015 include the results of Creative Circle since its acquisition on June 5, 2015. Creative Circle contributed
$167.2 million
and
$22.9 million
of revenues and income before income taxes, respectively. Total assets at December 31, 2015 included
$587.2 million
from Creative Circle.
|
|
|
As Reported
|
|
Pro Forma
|
|
Year-Over-Year Growth Rates
|
|
|||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
As Reported
|
|
Pro Forma
|
|
Constant Currency
|
||||||||||||||||
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Revenues by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Apex:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Assignment
|
|
$
|
1,455.6
|
|
|
$
|
1,174.3
|
|
|
$
|
1,557.7
|
|
|
$
|
1,383.1
|
|
|
24.0
|
%
|
|
|
|
12.6
|
%
|
|
|
|
12.6
|
%
|
|
Permanent placement
|
|
31.4
|
|
|
15.7
|
|
|
40.7
|
|
|
32.9
|
|
|
100.0
|
%
|
|
|
|
23.7
|
%
|
|
|
|
23.7
|
%
|
|
||||
|
|
1,487.0
|
|
|
1,190.0
|
|
|
1,598.4
|
|
|
1,416.0
|
|
|
25.0
|
%
|
|
|
|
12.9
|
%
|
|
|
|
12.9
|
%
|
|
||||
Oxford:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Assignment
|
|
491.4
|
|
|
467.4
|
|
|
494.0
|
|
|
476.9
|
|
|
5.1
|
%
|
|
|
|
3.6
|
%
|
|
|
|
7.1
|
%
|
|
||||
Permanent placement
|
|
86.6
|
|
|
67.3
|
|
|
86.6
|
|
|
68.0
|
|
|
28.7
|
%
|
|
|
|
27.4
|
%
|
|
|
|
28.0
|
%
|
|
||||
|
|
578.0
|
|
|
534.7
|
|
|
580.6
|
|
|
544.9
|
|
|
8.1
|
%
|
|
|
|
6.6
|
%
|
|
|
|
9.7
|
%
|
|
||||
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Assignment
|
|
1,947.0
|
|
|
1,641.7
|
|
|
2,051.7
|
|
|
1,860.0
|
|
|
18.6
|
%
|
|
|
|
10.3
|
%
|
|
|
|
11.2
|
%
|
|
||||
Permanent placement
|
|
118.0
|
|
|
83.0
|
|
|
127.3
|
|
|
100.9
|
|
|
42.2
|
%
|
|
|
|
26.2
|
%
|
|
|
|
26.7
|
%
|
|
||||
|
|
$
|
2,065.0
|
|
|
$
|
1,724.7
|
|
|
$
|
2,179.0
|
|
|
$
|
1,960.9
|
|
|
19.7
|
%
|
|
|
|
11.1
|
%
|
|
|
|
12.0
|
%
|
|
Percentage of total revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Apex
|
|
72.0
|
%
|
|
69.0
|
%
|
|
73.4
|
%
|
|
72.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Oxford
|
|
28.0
|
%
|
|
31.0
|
%
|
|
26.6
|
%
|
|
27.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Assignment
|
|
94.3
|
%
|
|
95.2
|
%
|
|
94.2
|
%
|
|
94.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Permanent placement
|
|
5.7
|
%
|
|
4.8
|
%
|
|
5.8
|
%
|
|
5.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Domestic
|
|
95.5
|
%
|
|
95.3
|
%
|
|
95.6
|
%
|
|
95.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Foreign
|
|
4.5
|
%
|
|
4.7
|
%
|
|
4.4
|
%
|
|
4.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported
|
|
Pro Forma
|
|
Year-Over-Year Change
|
|
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
As Reported
|
|
Pro Forma
|
|
|
||||||||||||
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Apex
|
|
$
|
437.5
|
|
|
$
|
335.3
|
|
|
$
|
484.9
|
|
|
$
|
430.8
|
|
|
30.5
|
%
|
|
|
12.6
|
%
|
|
|
|
Oxford
|
|
241.2
|
|
|
222.1
|
|
|
242.1
|
|
|
226.0
|
|
|
8.6
|
%
|
|
|
7.1
|
%
|
|
|
|
||||
Consolidated
|
|
$
|
678.7
|
|
|
$
|
557.4
|
|
|
$
|
727.0
|
|
|
$
|
656.8
|
|
|
21.8
|
%
|
|
|
10.7
|
%
|
|
|
|
Gross margin
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Apex
|
|
29.4
|
%
|
|
28.2
|
%
|
|
30.3
|
%
|
|
30.4
|
%
|
|
1.2
|
%
|
|
|
(0.1
|
)%
|
|
|
|
||||
Oxford
|
|
41.7
|
%
|
|
41.5
|
%
|
|
41.7
|
%
|
|
41.5
|
%
|
|
0.2
|
%
|
|
|
0.2
|
%
|
|
|
|
||||
Consolidated
|
|
32.9
|
%
|
|
32.3
|
%
|
|
33.4
|
%
|
|
33.5
|
%
|
|
0.6
|
%
|
|
|
(0.1
|
)%
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported
|
|
Pro Forma
|
|
Year-Over-Year Growth Rates
|
|||||||||||||||
|
|
2014
|
|
2013
|
|
2013
|
|
As Reported
|
|
Pro Forma
|
|||||||||||
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
||||||||||||
Revenues by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assignment
|
|
$
|
1,174.3
|
|
|
$
|
1,047.2
|
|
|
$
|
1,047.2
|
|
|
12.1
|
%
|
|
|
|
12.1
|
%
|
|
Permanent placement
|
|
15.7
|
|
|
12.8
|
|
|
12.8
|
|
|
22.7
|
%
|
|
|
|
22.7
|
%
|
|
|||
|
|
1,190.0
|
|
|
1,060.0
|
|
|
1,060.0
|
|
|
12.3
|
%
|
|
|
|
12.3
|
%
|
|
|||
Oxford:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assignment
|
|
467.4
|
|
|
453.0
|
|
|
465.3
|
|
|
3.2
|
%
|
|
|
|
0.5
|
%
|
|
|||
Permanent placement
|
|
67.3
|
|
|
10.1
|
|
|
57.4
|
|
|
566.3
|
%
|
|
|
|
17.2
|
%
|
|
|||
|
|
534.7
|
|
|
463.1
|
|
|
522.7
|
|
|
15.5
|
%
|
|
|
|
2.3
|
%
|
|
|||
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assignment
|
|
1,641.7
|
|
|
1,500.2
|
|
|
1,512.5
|
|
|
9.4
|
%
|
|
|
|
8.5
|
%
|
|
|||
Permanent placement
|
|
83.0
|
|
|
22.9
|
|
|
70.2
|
|
|
262.4
|
%
|
|
|
|
18.2
|
%
|
|
|||
|
|
$
|
1,724.7
|
|
|
$
|
1,523.1
|
|
|
$
|
1,582.7
|
|
|
13.2
|
%
|
|
|
|
9.0
|
%
|
|
Percentage of total revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex
|
|
69.0
|
%
|
|
69.6
|
%
|
|
67.0
|
%
|
|
|
|
|
|
|
|
|||||
Oxford
|
|
31.0
|
%
|
|
30.4
|
%
|
|
33.0
|
%
|
|
|
|
|
|
|
|
|||||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assignment
|
|
95.2
|
%
|
|
98.5
|
%
|
|
95.6
|
%
|
|
|
|
|
|
|
|
|||||
Permanent placement
|
|
4.8
|
%
|
|
1.5
|
%
|
|
4.4
|
%
|
|
|
|
|
|
|
|
|||||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic
|
|
95.3
|
%
|
|
95.0
|
%
|
|
95.2
|
%
|
|
|
|
|
|
|
|
|||||
Foreign
|
|
4.7
|
%
|
|
5.0
|
%
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|||||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
As Reported
|
|
Pro Forma
|
|
Year-Over-Year Change
|
|
|
||||||||||||||
|
|
2014
|
|
2013
|
|
2013
|
|
As Reported
|
|
Pro Forma
|
|
|
||||||||||
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
||||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex
|
|
$
|
335.3
|
|
|
$
|
294.6
|
|
|
$
|
294.6
|
|
|
13.8
|
%
|
|
|
13.8
|
%
|
|
|
|
Oxford
|
|
222.1
|
|
|
160.3
|
|
|
211.1
|
|
|
38.6
|
%
|
|
|
5.2
|
%
|
|
|
|
|||
Consolidated
|
|
$
|
557.4
|
|
|
$
|
454.9
|
|
|
$
|
505.7
|
|
|
22.5
|
%
|
|
|
10.2
|
%
|
|
|
|
Gross margin
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex
|
|
28.2
|
%
|
|
27.8
|
%
|
|
27.8
|
%
|
|
0.4
|
%
|
|
|
0.4
|
%
|
|
|
|
|||
Oxford
|
|
41.5
|
%
|
|
34.6
|
%
|
|
40.4
|
%
|
|
6.9
|
%
|
|
|
1.1
|
%
|
|
|
|
|||
Consolidated
|
|
32.3
|
%
|
|
29.9
|
%
|
|
32.0
|
%
|
|
2.4
|
%
|
|
|
0.3
|
%
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual Obligations
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
|
Total
|
||||||||||
Long-term debt obligations
1
|
|
$
|
28,612
|
|
|
$
|
57,224
|
|
|
$
|
106,371
|
|
|
$
|
762,462
|
|
|
$
|
954,669
|
|
Operating lease obligations
|
|
18,369
|
|
|
28,527
|
|
|
17,562
|
|
|
11,854
|
|
|
76,312
|
|
|||||
Related party leases
|
|
1,190
|
|
|
2,471
|
|
|
2,596
|
|
|
5,346
|
|
|
11,603
|
|
|||||
Total
|
|
$
|
48,171
|
|
|
$
|
88,222
|
|
|
$
|
126,529
|
|
|
$
|
779,662
|
|
|
$
|
1,042,584
|
|
|
||||||||
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
23,869
|
|
|
$
|
28,860
|
|
Accounts receivable, net of allowance of $6,682 and $4,404, respectively
|
|
354,808
|
|
|
277,146
|
|
||
Prepaid expenses and income taxes
|
|
12,686
|
|
|
13,308
|
|
||
Workers’ compensation receivable
|
|
13,238
|
|
|
13,370
|
|
||
Other current assets
|
|
9,607
|
|
|
2,310
|
|
||
Current assets of discontinued operations
|
|
—
|
|
|
31,032
|
|
||
Total current assets
|
|
414,208
|
|
|
366,026
|
|
||
Property and equipment, net
|
|
53,196
|
|
|
44,311
|
|
||
Goodwill
|
|
874,906
|
|
|
512,060
|
|
||
Identifiable intangible assets, net
|
|
417,925
|
|
|
250,609
|
|
||
Other non-current assets
|
|
7,072
|
|
|
5,160
|
|
||
Non-current assets of discontinued operations
|
|
—
|
|
|
73,673
|
|
||
Total assets
|
|
$
|
1,767,307
|
|
|
$
|
1,251,839
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Current portion of long-term debt
|
|
$
|
—
|
|
|
$
|
17,439
|
|
Accounts payable
|
|
9,132
|
|
|
7,925
|
|
||
Accrued payroll and contract professional pay
|
|
88,100
|
|
|
82,563
|
|
||
Workers’ compensation loss reserves
|
|
15,020
|
|
|
15,564
|
|
||
Income taxes payable
|
|
673
|
|
|
340
|
|
||
Other current liabilities
|
|
47,425
|
|
|
20,729
|
|
||
Current liabilities of discontinued operations
|
|
—
|
|
|
20,195
|
|
||
Total current liabilities
|
|
160,350
|
|
|
164,755
|
|
||
Long-term debt
|
|
755,508
|
|
|
394,418
|
|
||
Deferred income tax liabilities
|
|
61,539
|
|
|
48,075
|
|
||
Other long-term liabilities
|
|
5,116
|
|
|
7,937
|
|
||
Long-term liabilities of discontinued operations
|
|
—
|
|
|
2,246
|
|
||
Total liabilities
|
|
982,513
|
|
|
617,431
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
|
|
|
||
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, 53,024,972 and 51,386,693 issued and outstanding, respectively
|
|
530
|
|
|
514
|
|
||
Paid-in capital
|
|
542,859
|
|
|
483,902
|
|
||
Retained earnings
|
|
249,567
|
|
|
154,562
|
|
||
Accumulated other comprehensive income (loss)
|
|
(8,162
|
)
|
|
(4,570
|
)
|
||
Total stockholders’ equity
|
|
784,794
|
|
|
634,408
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,767,307
|
|
|
$
|
1,251,839
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
$
|
2,065,008
|
|
|
$
|
1,724,741
|
|
|
$
|
1,523,101
|
|
Costs of services
|
|
1,386,263
|
|
|
1,167,306
|
|
|
1,068,226
|
|
|||
Gross profit
|
|
678,745
|
|
|
557,435
|
|
|
454,875
|
|
|||
Selling, general and administrative expenses
|
|
492,170
|
|
|
397,523
|
|
|
317,345
|
|
|||
Amortization of intangible assets
|
|
34,467
|
|
|
22,130
|
|
|
20,943
|
|
|||
Operating income
|
|
152,108
|
|
|
137,782
|
|
|
116,587
|
|
|||
Interest expense, net
|
|
(26,444
|
)
|
|
(12,730
|
)
|
|
(13,931
|
)
|
|||
Write-off of loan costs
|
|
(3,751
|
)
|
|
—
|
|
|
(14,958
|
)
|
|||
Income before income taxes
|
|
121,913
|
|
|
125,052
|
|
|
87,698
|
|
|||
Provision for income taxes
|
|
50,491
|
|
|
51,557
|
|
|
36,558
|
|
|||
Income from continuing operations
|
|
71,422
|
|
|
73,495
|
|
|
51,140
|
|
|||
Gain on sale of discontinued operations, net of income taxes
|
|
25,703
|
|
|
—
|
|
|
30,840
|
|
|||
Income from discontinued operations, net of income taxes
|
|
525
|
|
|
3,689
|
|
|
2,532
|
|
|||
Net income
|
|
$
|
97,650
|
|
|
$
|
77,184
|
|
|
$
|
84,512
|
|
|
|
|
|
|
|
|
|
|
|
|||
Basic earnings per common share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
1.37
|
|
|
$
|
1.38
|
|
|
$
|
0.96
|
|
Discontinued operations
|
|
0.50
|
|
|
0.06
|
|
|
0.62
|
|
|||
Net income
|
|
$
|
1.87
|
|
|
$
|
1.44
|
|
|
$
|
1.58
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
1.35
|
|
|
$
|
1.35
|
|
|
$
|
0.94
|
|
Discontinued operations
|
|
0.49
|
|
|
0.07
|
|
|
0.61
|
|
|||
Net income
|
|
$
|
1.84
|
|
|
$
|
1.42
|
|
|
$
|
1.55
|
|
|
|
|
|
|
|
|
||||||
Number of shares and share equivalents used to calculate earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
52,259
|
|
|
53,437
|
|
|
53,481
|
|
|||
Diluted
|
|
53,005
|
|
|
54,294
|
|
|
54,555
|
|
|
|
Common Stock
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
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
|
|
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
|
|
|||||
Exercise of stock options
|
|
147,163
|
|
|
1
|
|
|
1,104
|
|
|
—
|
|
|
—
|
|
|
1,105
|
|
|||||
Employee stock purchase plan
|
|
207,805
|
|
|
2
|
|
|
5,251
|
|
|
—
|
|
|
—
|
|
|
5,253
|
|
|||||
Stock repurchase and retirement of shares
|
|
(3,359,604
|
)
|
|
(33
|
)
|
|
(31,194
|
)
|
|
(68,821
|
)
|
|
—
|
|
|
(100,048
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
17,246
|
|
|
—
|
|
|
—
|
|
|
17,246
|
|
|||||
Vesting of restricted stock units and restricted stock awards
|
|
464,804
|
|
|
5
|
|
|
(6,502
|
)
|
|
—
|
|
|
—
|
|
|
(6,497
|
)
|
|||||
Tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
4,718
|
|
|
—
|
|
|
—
|
|
|
4,718
|
|
|||||
Fair value adjustment of derivatives, net of income tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
86
|
|
|||||
Translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,772
|
)
|
|
(4,772
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77,184
|
|
|
—
|
|
|
77,184
|
|
|||||
Balance at December 31, 2014
|
|
51,386,693
|
|
|
514
|
|
|
483,902
|
|
|
154,562
|
|
|
(4,570
|
)
|
|
634,408
|
|
|||||
Exercise of stock options
|
|
329,502
|
|
|
3
|
|
|
3,469
|
|
|
—
|
|
|
—
|
|
|
3,472
|
|
|||||
Employee stock purchase plan
|
|
204,401
|
|
|
2
|
|
|
5,291
|
|
|
—
|
|
|
—
|
|
|
5,293
|
|
|||||
Stock repurchase and retirement of shares
|
|
(89,174
|
)
|
|
(1
|
)
|
|
(1,173
|
)
|
|
(2,645
|
)
|
|
—
|
|
|
(3,819
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
23,471
|
|
|
—
|
|
|
—
|
|
|
23,471
|
|
|||||
Vesting of restricted stock units and stock awards
|
|
398,850
|
|
|
4
|
|
|
(8,827
|
)
|
|
—
|
|
|
—
|
|
|
(8,823
|
)
|
|||||
Tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
6,551
|
|
|
—
|
|
|
—
|
|
|
6,551
|
|
|||||
Acquisition of Creative Circle
|
|
794,700
|
|
|
8
|
|
|
30,175
|
|
|
—
|
|
|
—
|
|
|
30,183
|
|
|||||
Fair value adjustment of derivatives, net of income tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
122
|
|
|||||
Translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,714
|
)
|
|
(3,714
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97,650
|
|
|
—
|
|
|
97,650
|
|
|||||
Balance at December 31, 2015
|
|
53,024,972
|
|
|
$
|
530
|
|
|
$
|
542,859
|
|
|
$
|
249,567
|
|
|
$
|
(8,162
|
)
|
|
$
|
784,794
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
97,650
|
|
|
$
|
77,184
|
|
|
$
|
84,512
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Gain on sale of discontinued operations, net of income taxes
|
|
(25,703
|
)
|
|
—
|
|
|
(30,840
|
)
|
|||
Depreciation and amortization
|
|
51,569
|
|
|
38,296
|
|
|
29,882
|
|
|||
Provision for doubtful accounts and billing adjustments
|
|
10,486
|
|
|
7,047
|
|
|
1,787
|
|
|||
Provision for deferred income taxes
|
|
11,549
|
|
|
15,948
|
|
|
4,111
|
|
|||
Stock-based compensation
|
|
22,018
|
|
|
16,199
|
|
|
14,411
|
|
|||
Write-off of loan costs
|
|
3,751
|
|
|
—
|
|
|
14,958
|
|
|||
Gross excess tax benefits from stock-based compensation
|
|
(6,551
|
)
|
|
(4,943
|
)
|
|
(5,308
|
)
|
|||
Workers’ compensation and medical malpractice provision
|
|
2,117
|
|
|
3,321
|
|
|
5,956
|
|
|||
Other
|
|
7,136
|
|
|
1,408
|
|
|
(1,853
|
)
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
(53,775
|
)
|
|
(45,361
|
)
|
|
(20,155
|
)
|
|||
Prepaid expenses and income taxes
|
|
100
|
|
|
(8,304
|
)
|
|
6,628
|
|
|||
Income taxes payable
|
|
(7,679
|
)
|
|
(8,023
|
)
|
|
(5,759
|
)
|
|||
Accounts payable
|
|
1,684
|
|
|
(1,693
|
)
|
|
(1,580
|
)
|
|||
Accrued payroll and contract professional pay
|
|
242
|
|
|
11,275
|
|
|
17,554
|
|
|||
Workers' compensation and medical malpractice loss reserve
|
|
(901
|
)
|
|
(2,192
|
)
|
|
(2,348
|
)
|
|||
Deferred compensation
|
|
—
|
|
|
(20
|
)
|
|
(9,980
|
)
|
|||
Other
|
|
3,800
|
|
|
(4,120
|
)
|
|
8,548
|
|
|||
Net cash provided by operating activities
|
|
117,493
|
|
|
96,022
|
|
|
110,524
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Cash paid for property and equipment
|
|
(24,689
|
)
|
|
(19,729
|
)
|
|
(16,531
|
)
|
|||
Cash paid for acquisitions, net of cash acquired
|
|
(552,777
|
)
|
|
—
|
|
|
(110,700
|
)
|
|||
Cash received from sale of discontinued operations, net
|
|
115,440
|
|
|
—
|
|
|
59,899
|
|
|||
Other
|
|
496
|
|
|
169
|
|
|
(1,023
|
)
|
|||
Net cash used in investing activities
|
|
(461,530
|
)
|
|
(19,560
|
)
|
|
(68,355
|
)
|
|||
Cash Flows from Financing Activities
:
|
|
|
|
|
|
|
|
|
|
|||
Principal payments of long-term debt
|
|
(516,125
|
)
|
|
(148,688
|
)
|
|
(456,275
|
)
|
|||
Proceeds from long-term debt
|
|
875,000
|
|
|
164,000
|
|
|
429,500
|
|
|||
Proceeds from option exercises and employee stock purchase plan
|
|
6,591
|
|
|
6,358
|
|
|
7,054
|
|
|||
Payment of employment taxes related to release of restricted stock awards
|
|
(8,823
|
)
|
|
(6,498
|
)
|
|
(7,600
|
)
|
|||
Gross excess tax benefits from stock-based compensation
|
|
6,551
|
|
|
4,943
|
|
|
5,308
|
|
|||
Repurchase of common stock
|
|
(1,645
|
)
|
|
(100,049
|
)
|
|
—
|
|
|||
Debt issuance or amendment costs
|
|
(23,890
|
)
|
|
(467
|
)
|
|
(6,938
|
)
|
|||
Payments of accrued earn-outs
|
|
—
|
|
|
(691
|
)
|
|
(3,425
|
)
|
|||
Other
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
337,659
|
|
|
(81,092
|
)
|
|
(32,390
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(1,467
|
)
|
|
(1,006
|
)
|
|
92
|
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
|
(7,845
|
)
|
|
(5,636
|
)
|
|
9,871
|
|
|||
Cash and Cash Equivalents at Beginning of Year
(1)
|
|
31,714
|
|
|
37,350
|
|
|
27,479
|
|
|||
Cash and Cash Equivalents at End of Year
(1)
|
|
$
|
23,869
|
|
|
$
|
31,714
|
|
|
$
|
37,350
|
|
(1)
|
Cash and cash equivalents at December 31, 2014 and 2013 include $2.9 million, and $2.3 million, respectively, from the Physician Segment (see
"Note 5. Discontinued Operations"
in Item 8).
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|||
Cash paid for:
|
|
|
|
|
|
|
|
|
|
|||
Income taxes
|
|
$
|
45,478
|
|
|
$
|
56,320
|
|
|
$
|
32,350
|
|
Interest
|
|
$
|
22,282
|
|
|
$
|
11,559
|
|
|
$
|
15,158
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
||||||
Equity consideration for acquisition
|
|
$
|
30,183
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Stock option exercises
|
|
$
|
2,174
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition of property and equipment through accounts payable
|
|
$
|
989
|
|
|
$
|
2,932
|
|
|
$
|
594
|
|
|
|
2015
|
|
2014
|
||||
Furniture, fixtures and equipment
|
|
$
|
14,445
|
|
|
$
|
10,957
|
|
Computers and related equipment
|
|
33,121
|
|
|
21,741
|
|
||
Computer software
|
|
52,929
|
|
|
41,416
|
|
||
Leasehold improvements
|
|
10,551
|
|
|
5,637
|
|
||
Work-in-progress
|
|
4,139
|
|
|
11,943
|
|
||
|
|
115,185
|
|
|
91,694
|
|
||
Less -- accumulated depreciation
|
|
(61,989
|
)
|
|
(47,383
|
)
|
||
|
|
$
|
53,196
|
|
|
$
|
44,311
|
|
|
2015 Acquisitions
|
|
2013 Acquisition
|
||||||||
|
Creative Circle
|
|
LabResource
|
|
CyberCoders
|
||||||
Cash
|
$
|
4,840
|
|
|
$
|
187
|
|
|
$
|
1,192
|
|
Accounts receivable
|
34,386
|
|
|
1,643
|
|
|
4,298
|
|
|||
Prepaid expenses and other current assets
|
4,462
|
|
|
—
|
|
|
5,839
|
|
|||
Property and equipment
|
5,077
|
|
|
12
|
|
|
3,327
|
|
|||
Goodwill
|
358,029
|
|
|
6,449
|
|
|
69,018
|
|
|||
Identifiable intangible assets
|
194,500
|
|
|
7,528
|
|
|
37,860
|
|
|||
Other
|
651
|
|
|
—
|
|
|
915
|
|
|||
Total assets acquired
|
$
|
601,945
|
|
|
$
|
15,819
|
|
|
$
|
122,449
|
|
|
|
|
|
|
|
||||||
Current liabilities
|
$
|
12,254
|
|
|
$
|
1,482
|
|
|
$
|
9,022
|
|
Other
|
—
|
|
|
1,882
|
|
|
16,839
|
|
|||
Total liabilities assumed
|
12,254
|
|
|
3,364
|
|
|
25,861
|
|
|||
Total purchase price
(1) (2)
|
$
|
589,691
|
|
|
$
|
12,455
|
|
|
$
|
96,588
|
|
(1)
|
Excluding cash acquired and a $0.9 million adjustment for net working capital in excess of the targeted amount (thereby increasing the actual purchase price paid), the purchase price for Creative Circle was $584.0 million as described in the discussion above.
|
(2)
|
Excluding cash acquired and a $0.4 million adjustment for net working capital that was less than the targeted amount (thereby reducing the actual purchase price paid), the purchase price for LabResource was $12.7 million as described in the discussion above.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
$
|
2,178,954
|
|
|
$
|
1,960,851
|
|
|
$
|
1,582,699
|
|
Income from continuing operations
|
|
$
|
79,159
|
|
|
$
|
65,152
|
|
|
$
|
54,947
|
|
Net income
|
|
$
|
105,387
|
|
|
$
|
68,841
|
|
|
$
|
88,319
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
1.50
|
|
|
$
|
1.20
|
|
|
$
|
1.03
|
|
Net income
|
|
$
|
2.00
|
|
|
$
|
1.27
|
|
|
$
|
1.65
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
1.48
|
|
|
$
|
1.18
|
|
|
$
|
1.01
|
|
Net income
|
|
$
|
1.97
|
|
|
$
|
1.25
|
|
|
$
|
1.62
|
|
|
|
|
|
|
|
|
||||||
Number of shares and share equivalents used to calculate earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
52,632
|
|
|
54,232
|
|
|
53,481
|
|
|||
Diluted
|
|
53,411
|
|
|
55,124
|
|
|
54,555
|
|
|
December 31, 2014
|
||||||||||
|
As Previously Reported
(1)
|
|
Physician Segment
|
|
As Adjusted
|
||||||
Cash and cash equivalents
|
$
|
31,714
|
|
|
$
|
(2,854
|
)
|
|
$
|
28,860
|
|
Accounts receivable, net
|
298,761
|
|
|
(21,615
|
)
|
|
277,146
|
|
|||
Prepaid expenses and income taxes
|
14,513
|
|
|
(1,205
|
)
|
|
13,308
|
|
|||
Workers' compensation and medical malpractice receivable
|
18,728
|
|
|
(5,358
|
)
|
|
13,370
|
|
|||
Other current assets
|
2,310
|
|
|
—
|
|
|
2,310
|
|
|||
Current assets of discontinued operations
|
—
|
|
|
31,032
|
|
|
31,032
|
|
|||
Total current assets
|
366,026
|
|
|
—
|
|
|
366,026
|
|
|||
|
|
|
|
|
|
||||||
Property and equipment, net
|
46,819
|
|
|
(2,508
|
)
|
|
44,311
|
|
|||
Goodwill
|
570,697
|
|
|
(58,637
|
)
|
|
512,060
|
|
|||
Identifiable intangible assets, net
|
262,569
|
|
|
(11,960
|
)
|
|
250,609
|
|
|||
Other non-current assets
|
5,728
|
|
|
(568
|
)
|
|
5,160
|
|
|||
Non-current assets of discontinued operations
|
—
|
|
|
73,673
|
|
|
73,673
|
|
|||
Total assets
|
$
|
1,251,839
|
|
|
$
|
—
|
|
|
$
|
1,251,839
|
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
$
|
17,439
|
|
|
$
|
—
|
|
|
$
|
17,439
|
|
Accounts payable
|
8,876
|
|
|
(951
|
)
|
|
7,925
|
|
|||
Accrued payroll and contract professional pay
|
87,189
|
|
|
(4,626
|
)
|
|
82,563
|
|
|||
Workers’ compensation and medical malpractice loss reserves
|
29,135
|
|
|
(13,571
|
)
|
|
15,564
|
|
|||
Income taxes payable
|
340
|
|
|
—
|
|
|
340
|
|
|||
Other current liabilities
|
21,776
|
|
|
(1,047
|
)
|
|
20,729
|
|
|||
Current liabilities of discontinued operations
|
—
|
|
|
20,195
|
|
|
20,195
|
|
|||
Total current liabilities
|
164,755
|
|
|
—
|
|
|
164,755
|
|
|||
|
|
|
|
|
|
||||||
Long-term debt
|
394,418
|
|
|
—
|
|
|
394,418
|
|
|||
Deferred income tax liabilities
|
48,842
|
|
|
(767
|
)
|
|
48,075
|
|
|||
Other long-term liabilities
|
9,416
|
|
|
(1,479
|
)
|
|
7,937
|
|
|||
Long-term liabilities of discontinued operations
|
—
|
|
|
2,246
|
|
|
2,246
|
|
|||
Total liabilities
|
$
|
617,431
|
|
|
$
|
—
|
|
|
$
|
617,431
|
|
(1)
|
Retrospective adjustments have been made for the effects of early adopting Accounting Standards Updates No. 2015-3 and No. 2015-7 (see "Note 2. Accounting Standards Update").
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash provided by (used in) operating activities
|
$
|
(1,778
|
)
|
|
$
|
836
|
|
|
$
|
(108
|
)
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) investing activities:
|
|
|
|
|
|
||||||
Cash received from sale of discontinued operations, net
|
$
|
115,440
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other
|
(14
|
)
|
|
(308
|
)
|
|
(183
|
)
|
|||
Total cash provided by (used in) investing activities
|
$
|
115,426
|
|
|
$
|
(308
|
)
|
|
$
|
(183
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
12,068
|
|
|
$
|
137,166
|
|
|
$
|
153,465
|
|
Costs of services
|
8,653
|
|
|
94,848
|
|
|
106,728
|
|
|||
Gross profit
|
3,415
|
|
|
42,318
|
|
|
46,737
|
|
|||
Selling, general and administrative expenses
|
2,385
|
|
|
33,078
|
|
|
38,991
|
|
|||
Amortization of intangible assets
|
155
|
|
|
2,721
|
|
|
808
|
|
|||
Operating income
|
875
|
|
|
6,519
|
|
|
6,938
|
|
|||
Interest expense, net
|
—
|
|
|
—
|
|
|
(2,456
|
)
|
|||
Income before income taxes
|
875
|
|
|
6,519
|
|
|
4,482
|
|
|||
Provision for income taxes
|
350
|
|
|
2,830
|
|
|
1,950
|
|
|||
Income from discontinued operations, net of income taxes
|
$
|
525
|
|
|
$
|
3,689
|
|
|
$
|
2,532
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
||||
$150 million revolving credit facility, due June 2020
|
$
|
50,000
|
|
|
$
|
—
|
|
$825 million Term B loan facility, due June 2022
|
724,000
|
|
|
—
|
|
||
$125 million revolving credit facility, repaid June 2015
|
—
|
|
|
76,000
|
|
||
Term A loan facility, repaid June 2015
|
—
|
|
|
158,813
|
|
||
Term B loan facility, repaid June 2015
|
—
|
|
|
180,312
|
|
||
|
774,000
|
|
|
415,125
|
|
||
Unamortized deferred loan costs
|
(18,492
|
)
|
|
(3,268
|
)
|
||
|
$
|
755,508
|
|
|
$
|
411,857
|
|
|
Apex
|
|
Oxford
|
|
Total
|
||||||
Balance as of December 31, 2013
|
$
|
289,712
|
|
|
$
|
224,714
|
|
|
$
|
514,426
|
|
Translation adjustment
|
(1,761
|
)
|
|
(605
|
)
|
|
(2,366
|
)
|
|||
Balance as of December 31, 2014
|
287,951
|
|
|
224,109
|
|
|
512,060
|
|
|||
Creative Circle Acquisition
|
358,029
|
|
|
—
|
|
|
358,029
|
|
|||
LabResource Acquisition
|
—
|
|
|
6,449
|
|
|
6,449
|
|
|||
Translation adjustment
|
(1,363
|
)
|
|
(269
|
)
|
|
(1,632
|
)
|
|||
Balance as of December 31, 2015
|
$
|
644,617
|
|
|
$
|
230,289
|
|
|
$
|
874,906
|
|
|
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
|
Estimated Useful Life
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|
2 - 10 years
|
|
$
|
196,472
|
|
|
$
|
74,640
|
|
|
$
|
121,832
|
|
|
$
|
101,141
|
|
|
$
|
53,434
|
|
|
$
|
47,707
|
|
Contractor relationships
|
|
2 - 5 years
|
|
69,764
|
|
|
40,124
|
|
|
29,640
|
|
|
39,332
|
|
|
32,021
|
|
|
7,311
|
|
||||||
Non-compete agreements
|
|
2 - 7 years
|
|
10,874
|
|
|
3,163
|
|
|
7,711
|
|
|
3,654
|
|
|
1,922
|
|
|
1,732
|
|
||||||
Favorable contracts
|
|
5 years
|
|
900
|
|
|
172
|
|
|
728
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
In-use software
|
|
6 years
|
|
18,900
|
|
|
6,516
|
|
|
12,384
|
|
|
18,900
|
|
|
3,366
|
|
|
15,534
|
|
||||||
|
|
|
|
296,910
|
|
|
124,615
|
|
|
172,295
|
|
|
163,027
|
|
|
90,743
|
|
|
72,284
|
|
||||||
Not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Trademarks
|
|
|
|
245,630
|
|
|
—
|
|
|
245,630
|
|
|
178,325
|
|
|
—
|
|
|
178,325
|
|
||||||
Total
|
|
|
|
$
|
542,540
|
|
|
$
|
124,615
|
|
|
$
|
417,925
|
|
|
$
|
341,352
|
|
|
$
|
90,743
|
|
|
$
|
250,609
|
|
2016
|
$
|
39,657
|
|
2017
|
33,029
|
|
|
2018
|
28,904
|
|
|
2019
|
22,008
|
|
|
2020
|
14,496
|
|
|
Thereafter
|
34,201
|
|
|
|
$
|
172,295
|
|
|
|
Operating Leases
|
|
Related Party Leases
|
|
Total
|
||||||
2016
|
|
$
|
18,369
|
|
|
$
|
1,190
|
|
|
$
|
19,559
|
|
2017
|
|
15,533
|
|
|
1,169
|
|
|
16,702
|
|
|||
2018
|
|
12,994
|
|
|
1,302
|
|
|
14,296
|
|
|||
2019
|
|
9,989
|
|
|
1,282
|
|
|
11,271
|
|
|||
2020
|
|
7,573
|
|
|
1,314
|
|
|
8,887
|
|
|||
Thereafter
|
|
11,854
|
|
|
5,346
|
|
|
17,200
|
|
|||
Total
|
|
$
|
76,312
|
|
|
$
|
11,603
|
|
|
$
|
87,915
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Intangibles
|
|
$
|
(70,588
|
)
|
|
$
|
(59,226
|
)
|
Depreciation expense
|
|
(14,369
|
)
|
|
(13,405
|
)
|
||
Allowance for doubtful accounts
|
|
2,607
|
|
|
2,027
|
|
||
Employee related accruals
|
|
7,573
|
|
|
7,240
|
|
||
Workers’ compensation and medical malpractice loss reserves
|
|
720
|
|
|
4,068
|
|
||
Stock-based compensation
|
|
7,354
|
|
|
3,022
|
|
||
Other
|
|
5,061
|
|
|
7,286
|
|
||
Net operating loss carryforwards
|
|
1,147
|
|
|
1,260
|
|
||
Valuation allowance
|
|
(1,044
|
)
|
|
(1,114
|
)
|
||
|
|
$
|
(61,539
|
)
|
|
$
|
(48,842
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income tax provision at the statutory rate
|
|
$
|
42,669
|
|
|
$
|
43,768
|
|
|
$
|
30,694
|
|
State income taxes, net of federal benefit
|
|
4,559
|
|
|
4,674
|
|
|
3,807
|
|
|||
Disallowed meals and entertainment expenses
|
|
1,718
|
|
|
1,608
|
|
|
1,592
|
|
|||
Other
|
|
1,545
|
|
|
1,507
|
|
|
465
|
|
|||
|
|
$
|
50,491
|
|
|
$
|
51,557
|
|
|
$
|
36,558
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Unrecognized tax benefit beginning of year
|
|
$
|
848
|
|
|
$
|
979
|
|
|
$
|
376
|
|
Gross increases - tax positions in prior year
|
|
—
|
|
|
126
|
|
|
1,240
|
|
|||
Gross decreases - tax positions in prior year
|
|
(34
|
)
|
|
—
|
|
|
(177
|
)
|
|||
Lapse of the statute of limitations
|
|
—
|
|
|
(131
|
)
|
|
—
|
|
|||
Discontinued operations
|
|
—
|
|
|
(126
|
)
|
|
(460
|
)
|
|||
Unrecognized tax benefit end of year
|
|
$
|
814
|
|
|
$
|
848
|
|
|
$
|
979
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Weighted average number of common shares outstanding used to compute basic earnings per share
|
|
52,259
|
|
|
53,437
|
|
|
53,481
|
|
Dilutive effect of stock-based awards
|
|
746
|
|
|
857
|
|
|
1,074
|
|
Number of shares used to compute diluted earnings per share
|
|
53,005
|
|
|
54,294
|
|
|
54,555
|
|
|
Foreign currency translation adjustment
|
|
Changes in fair value of derivative, net of tax
|
|
Accumulated other comprehensive income (loss)
|
||||||
Balance at December 31, 2012
|
$
|
(804
|
)
|
|
$
|
(401
|
)
|
|
$
|
(1,205
|
)
|
Other comprehensive income
|
1,128
|
|
|
193
|
|
|
1,321
|
|
|||
Balance at December 31, 2013
|
324
|
|
|
(208
|
)
|
|
116
|
|
|||
Other comprehensive income
|
(4,772
|
)
|
|
86
|
|
|
(4,686
|
)
|
|||
Balance at December 31, 2014
|
(4,448
|
)
|
|
(122
|
)
|
|
(4,570
|
)
|
|||
Other comprehensive income
|
(3,714
|
)
|
|
122
|
|
|
(3,592
|
)
|
|||
Balance at December 31, 2015
|
$
|
(8,162
|
)
|
|
$
|
—
|
|
|
$
|
(8,162
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Continuing operations
|
$
|
22,018
|
|
|
$
|
15,623
|
|
|
$
|
13,533
|
|
Discontinued operations
|
—
|
|
|
576
|
|
|
878
|
|
|||
Total
|
$
|
22,018
|
|
|
$
|
16,199
|
|
|
$
|
14,411
|
|
|
|
Service Conditions
|
|
Performance and Service Conditions
|
|
Total
|
|
Weighted Average Grant-Date Fair Value Per Unit
|
|||||||
Unvested RSUs outstanding at December 31, 2014
|
|
705,373
|
|
|
381,188
|
|
|
1,086,561
|
|
|
|
$
|
24.88
|
|
|
Granted
|
|
213,649
|
|
|
712,108
|
|
|
925,757
|
|
|
|
$
|
40.49
|
|
|
Market value share count adjustment for liability awards
|
|
—
|
|
|
18,619
|
|
|
18,619
|
|
|
|
$
|
35.09
|
|
|
Vested
|
|
(423,280
|
)
|
|
(204,936
|
)
|
|
(628,216
|
)
|
|
|
$
|
24.76
|
|
|
Forfeited
|
|
(30,373
|
)
|
|
(25,728
|
)
|
|
(56,101
|
)
|
|
|
$
|
31.38
|
|
|
Unvested RSUs outstanding at December 31, 2015
|
|
465,369
|
|
|
881,251
|
|
|
1,346,620
|
|
|
|
$
|
36.31
|
|
|
Unvested and expected to vest RSUs outstanding at December 31, 2015
|
|
437,699
|
|
|
826,620
|
|
|
1,264,319
|
|
|
|
$
|
36.05
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
|
||||||
Balances of liability awards at beginning of year
|
|
$
|
1,453
|
|
|
$
|
2,500
|
|
|
$
|
2,000
|
|
|
Granted
|
|
—
|
|
|
500
|
|
|
1,000
|
|
|
|||
Settled
|
|
(1,453
|
)
|
|
(1,497
|
)
|
|
(500
|
)
|
|
|||
Canceled
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
|||
Balance of liability awards end of year
|
|
$
|
—
|
|
|
$
|
1,453
|
|
|
$
|
2,500
|
|
|
|
|
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, 2015
|
|
|
|
December 31, 2015
|
|
|||||||||||||||||||||
$
|
4.44
|
|
|
-
|
|
$
|
8.26
|
|
|
73,901
|
|
|
4.0
|
|
|
$
|
6.96
|
|
|
|
73,305
|
|
|
|
$
|
6.95
|
|
|
$
|
10.46
|
|
|
-
|
|
$
|
11.75
|
|
|
61,885
|
|
|
4.3
|
|
|
$
|
10.88
|
|
|
|
60,755
|
|
|
|
$
|
10.89
|
|
|
$
|
12.90
|
|
|
-
|
|
$
|
12.90
|
|
|
120,000
|
|
|
1.1
|
|
|
$
|
12.90
|
|
|
|
120,000
|
|
|
|
$
|
12.90
|
|
|
$
|
13.31
|
|
|
-
|
|
$
|
13.58
|
|
|
25,600
|
|
|
1.4
|
|
|
$
|
13.33
|
|
|
|
25,506
|
|
|
|
$
|
13.32
|
|
|
$
|
16.51
|
|
|
-
|
|
$
|
16.51
|
|
|
75,000
|
|
|
6.7
|
|
|
$
|
16.51
|
|
|
|
60,937
|
|
|
|
$
|
16.51
|
|
|
$
|
4.44
|
|
|
-
|
|
$
|
16.51
|
|
|
356,386
|
|
|
3.5
|
|
|
$
|
12.11
|
|
|
|
340,503
|
|
|
|
$
|
11.94
|
|
|
|
|
Incentive Stock Options
|
|
Non- Qualified Stock Options
|
|
Total
|
|
Weighted Average Exercise Price Per Share
|
|
Weighted Average Remaining Contractual
Term (Years)
|
|
Aggregate Intrinsic Value
|
|||||||||
Outstanding at December 31, 2014
|
|
4,267
|
|
|
690,614
|
|
|
694,881
|
|
|
$
|
11.33
|
|
|
|
3.5
|
|
|
$
|
15,189,000
|
|
Exercised
|
|
(4,267
|
)
|
|
(325,235
|
)
|
|
(329,502
|
)
|
|
$
|
10.54
|
|
|
|
|
|
|
|
|
|
Canceled
|
|
—
|
|
|
(8,993
|
)
|
|
(8,993
|
)
|
|
$
|
9.81
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2015
|
|
—
|
|
|
356,386
|
|
|
356,386
|
|
|
$
|
12.11
|
|
|
|
3.5
|
|
|
$
|
11,705,000
|
|
Vested and Expected to Vest at December 31, 2015
|
|
—
|
|
|
356,386
|
|
|
356,386
|
|
|
$
|
12.11
|
|
|
|
3.5
|
|
|
$
|
11,705,000
|
|
Exercisable at December 31, 2015
|
|
—
|
|
|
340,503
|
|
|
340,503
|
|
|
$
|
11.94
|
|
|
|
3.3
|
|
|
$
|
11,241,000
|
|
Year Ended
December 31,
|
|
Average fair value per share
|
|
Shares
|
|
Expense
|
|
||
2015
|
|
$7.77
|
|
204,401
|
|
$
|
1,586
|
|
|
2014
|
|
$8.35
|
|
207,805
|
|
$
|
1,756
|
|
|
2013
|
|
$7.16
|
|
203,200
|
|
$
|
1,195
|
|
|
|
Year ended December 31, 2015
|
||||||||||||||
|
Apex
|
|
Oxford
|
|
Corporate
(1)
|
|
Total
|
||||||||
Revenues
|
$
|
1,487,042
|
|
|
$
|
577,966
|
|
|
$
|
—
|
|
|
$
|
2,065,008
|
|
Gross Profit
|
437,507
|
|
|
241,238
|
|
|
—
|
|
|
678,745
|
|
||||
Operating income
|
151,559
|
|
|
70,385
|
|
|
(69,836
|
)
|
|
152,108
|
|
||||
Amortization
|
28,371
|
|
|
6,096
|
|
|
—
|
|
|
34,467
|
|
|
Year ended December 31, 2014
|
||||||||||||||
|
Apex
|
|
Oxford
|
|
Corporate
(1)
|
|
Total
|
||||||||
Revenues
|
$
|
1,190,052
|
|
|
$
|
534,689
|
|
|
$
|
—
|
|
|
$
|
1,724,741
|
|
Gross Profit
|
335,322
|
|
|
222,113
|
|
|
—
|
|
|
557,435
|
|
||||
Operating income
|
121,334
|
|
|
70,193
|
|
|
(53,745
|
)
|
|
137,782
|
|
||||
Amortization
|
16,356
|
|
|
5,765
|
|
|
9
|
|
|
22,130
|
|
|
Year ended December 31, 2013
|
||||||||||||||
|
Apex
|
|
Oxford
|
|
|
Corporate
(1)
|
|
Total
|
|||||||
Revenues
|
$
|
1,059,993
|
|
|
$
|
463,108
|
|
|
$
|
—
|
|
|
$
|
1,523,101
|
|
Gross Profit
|
294,611
|
|
|
160,264
|
|
|
—
|
|
|
454,875
|
|
||||
Operating income
|
98,588
|
|
|
66,118
|
|
|
(48,119
|
)
|
|
116,587
|
|
||||
Amortization
|
19,524
|
|
|
1,329
|
|
|
90
|
|
|
20,943
|
|
(1)
|
Corporate expenses primarily consist of compensation for our corporate staff which includes personnel that have a shared service role and support certain of our businesses. It also includes all of the Company's acquisition, integration and strategic planning expenses; depreciation expense for corporate facilities; and public company expenses.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Assignment
|
|
$
|
1,947,001
|
|
|
$
|
1,641,706
|
|
|
$
|
1,500,157
|
|
Permanent placement
|
|
118,007
|
|
|
83,035
|
|
|
22,944
|
|
|||
|
|
$
|
2,065,008
|
|
|
$
|
1,724,741
|
|
|
$
|
1,523,101
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Long-lived Assets:
|
|
|
|
|
||||
Domestic
|
|
$
|
52,228
|
|
|
$
|
43,659
|
|
Foreign
|
|
968
|
|
|
652
|
|
||
|
|
$
|
53,196
|
|
|
$
|
44,311
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Balance at beginning of year
|
|
$
|
(3,000
|
)
|
|
$
|
(3,667
|
)
|
Additions for acquisitions
|
|
(13,814
|
)
|
|
—
|
|
||
Payments on contingent consideration
|
|
—
|
|
|
691
|
|
||
Fair value adjustments
|
|
(4,167
|
)
|
|
—
|
|
||
Foreign currency translation adjustment
|
|
—
|
|
|
(24
|
)
|
||
Balance at end of year
|
|
$
|
(20,981
|
)
|
|
$
|
(3,000
|
)
|
|
|
Quarter Ended
|
|
Year Ended Dec. 31,
|
||||||||||||||||
2015
|
|
Mar. 31,
|
|
June 30,
|
|
Sept. 30,
|
|
Dec. 31,
|
|
|||||||||||
|
|
(in thousands, except per share amounts)
|
|
|
||||||||||||||||
Revenues
|
|
$
|
430,045
|
|
|
$
|
485,323
|
|
|
$
|
572,123
|
|
|
$
|
577,517
|
|
|
$
|
2,065,008
|
|
Gross profit
|
|
135,875
|
|
|
158,534
|
|
|
191,404
|
|
|
192,932
|
|
|
678,745
|
|
|||||
Income from continuing operations
|
|
13,023
|
|
|
14,335
|
|
|
24,891
|
|
|
19,173
|
|
|
71,422
|
|
|||||
Income from discontinued operations, net of income taxes
|
|
26,112
|
|
|
(83
|
)
|
|
34
|
|
|
165
|
|
|
26,228
|
|
|||||
Net income
|
|
$
|
39,135
|
|
|
$
|
14,252
|
|
|
$
|
24,925
|
|
|
$
|
19,338
|
|
|
$
|
97,650
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Continuing operations
|
|
$
|
0.25
|
|
|
$
|
0.28
|
|
|
$
|
0.47
|
|
|
$
|
0.36
|
|
|
$
|
1.37
|
|
Discontinued operations
|
|
0.51
|
|
|
(0.01
|
)
|
|
—
|
|
|
0.01
|
|
|
0.50
|
|
|||||
Net income
|
|
$
|
0.76
|
|
|
$
|
0.27
|
|
|
$
|
0.47
|
|
|
$
|
0.37
|
|
|
$
|
1.87
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.25
|
|
|
$
|
0.27
|
|
|
$
|
0.47
|
|
|
$
|
0.36
|
|
|
$
|
1.35
|
|
Discontinued operations
|
|
0.50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.49
|
|
|||||
Net income
|
|
$
|
0.75
|
|
|
$
|
0.27
|
|
|
$
|
0.47
|
|
|
$
|
0.36
|
|
|
$
|
1.84
|
|
|
|
Quarter Ended
|
|
Year Ended Dec. 31,
|
||||||||||||||||
2014
|
|
Mar. 31,
|
|
June 30,
|
|
Sept. 30,
|
|
Dec. 31,
|
|
|||||||||||
|
|
(in thousands, except per share amounts)
|
|
|
||||||||||||||||
Revenues
|
|
$
|
406,851
|
|
|
$
|
434,424
|
|
|
$
|
442,443
|
|
|
$
|
441,023
|
|
|
$
|
1,724,741
|
|
Gross profit
|
|
128,155
|
|
|
141,905
|
|
|
144,838
|
|
|
142,537
|
|
|
557,435
|
|
|||||
Income from continuing operations
|
|
13,605
|
|
|
19,641
|
|
|
20,723
|
|
|
19,526
|
|
|
73,495
|
|
|||||
Income from discontinued operations, net of income taxes
|
|
312
|
|
|
1,148
|
|
|
1,282
|
|
|
947
|
|
|
3,689
|
|
|||||
Net income
|
|
$
|
13,917
|
|
|
$
|
20,789
|
|
|
$
|
22,005
|
|
|
$
|
20,473
|
|
|
$
|
77,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.25
|
|
|
$
|
0.36
|
|
|
$
|
0.39
|
|
|
$
|
0.38
|
|
|
$
|
1.38
|
|
Discontinued operations
|
|
0.01
|
|
|
0.02
|
|
|
0.02
|
|
|
0.01
|
|
|
0.06
|
|
|||||
Net income
|
|
$
|
0.26
|
|
|
$
|
0.38
|
|
|
$
|
0.41
|
|
|
$
|
0.39
|
|
|
$
|
1.44
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.25
|
|
|
$
|
0.36
|
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
|
$
|
1.35
|
|
Discontinued operations
|
|
—
|
|
|
0.02
|
|
|
0.03
|
|
|
0.02
|
|
|
0.07
|
|
|||||
Net income
|
|
$
|
0.25
|
|
|
$
|
0.38
|
|
|
$
|
0.41
|
|
|
$
|
0.39
|
|
|
$
|
1.42
|
|
•
|
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 25, 2016
|
Peter T. Dameris
|
|
(Principal Executive Officer)
|
|
|
/s/ Edward L. Pierce
|
|
Executive Vice President and Chief Financial Officer
|
|
February 29, 2016
|
Edward L. Pierce
|
|
(Principal Financial and Accounting Officer)
|
|
|
/s/ William E. Brock
|
|
Director
|
|
February 24, 2016
|
William E. Brock
|
|
|
|
|
/s/ Jonathan S. Holman
|
|
Director
|
|
February 24, 2016
|
Jonathan S. Holman
|
|
|
|
|
/s/ Marty R. Kittrell
|
|
Director
|
|
February 24, 2016
|
Marty R. Kittrell
|
|
|
|
|
/s/ Jeremy M. Jones
|
|
Director
|
|
February 24, 2016
|
Jeremy M. Jones
|
|
|
|
|
/s/ Brian J. Callaghan
|
|
Director
|
|
February 24, 2016
|
Brian J. Callaghan
|
|
|
|
|
/s/ Edwin A. Sheridan IV
|
|
Director
|
|
February 24, 2016
|
Edwin A. Sheridan IV
|
|
|
|
|
/s/ Arshad Matin
|
|
Director
|
|
February 24, 2016
|
Arshad Matin
|
|
|
|
|
Description
|
|
Balance at beginning of year
|
|
Provisions
|
|
Deductions from reserves
|
|
Balance at end of year
|
||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts and billing adjustments
|
|
$
|
4,404
|
|
|
10,486
|
|
|
(8,208
|
)
|
|
$
|
6,682
|
|
Workers’ compensation loss reserves
|
|
$
|
15,564
|
|
|
2,117
|
|
|
(2,661
|
)
|
|
$
|
15,020
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts and billing adjustments
|
|
$
|
2,465
|
|
|
6,680
|
|
|
(4,741
|
)
|
|
$
|
4,404
|
|
Workers’ compensation loss reserves
|
|
$
|
17,123
|
|
|
2,211
|
|
|
(3,770
|
)
|
|
$
|
15,564
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Allowance for doubtful accounts and billing adjustments
|
|
$
|
3,395
|
|
|
1,474
|
|
|
(2,404
|
)
|
|
$
|
2,465
|
|
Workers’ compensation loss reserves
|
|
$
|
17,037
|
|
|
5,850
|
|
|
(5,764
|
)
|
|
$
|
17,123
|
|
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.
|
2.3
|
|
(3)
|
|
Purchase Agreement, dated as of May 9, 2015, by and among On Assignment, Inc., MSCP V CC Parent LLC, each of the Sellers listed on Exhibit B thereto, Lawrence Serf, as Founders' Representative, and MSCP V CC Hold Co, LLC, as the Sellers' Representative
|
3.1
|
|
(4)
|
|
Amended and Restated Certificate of Incorporation of On Assignment, Inc., effective June 23, 2014
|
3.2
|
|
(4)
|
|
Amended and Restated Bylaws of On Assignment, Inc., effective June 23, 2014
|
4.1
|
|
(5)
|
|
Specimen Common Stock Certificate.
|
10.1
|
|
(6)
|
|
Second Amended and Restated Credit Agreement, dated June 5, 2015 (the “Credit Agreement”), among On Assignment, Inc., as the Borrower, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto
|
10.2
|
|
(7)
|
|
Office Lease, dated August 18, 2010, by and between On Assignment, Inc. and Calabasas BCD, Inc.
|
10.3
|
|
(8)
|
|
On Assignment, Inc. Restated 1987 Stock Option Plan, as amended and restated April 7, 2006 †
|
10.4
|
|
(9)
|
|
First Amendment to the On Assignment, Inc. Restated 1987 Stock Option Plan, dated January 23, 2007 †
|
10.5
|
|
(8)
|
|
Second Amendment to the On Assignment, Inc. Restated 1987 Stock Option Plan, dated April 17, 2007 †
|
10.6
|
|
(10)
|
|
Third Amendment to the On Assignment, Inc. Restated 1987 Stock Option Plan, dated December 11, 2008 †
|
10.7
|
|
(11)
|
|
On Assignment, Inc. Restated 1987 Stock Option Plan Form of Option Agreement †
|
10.8
|
|
(12)
|
|
On Assignment, Inc. Restated 1987 Stock Option Plan Form of Stock Unit Agreement †
|
10.9
|
|
(13)
|
|
On Assignment, Inc. 2010 Employee Stock Purchase Plan, dated March 18, 2010 †
|
10.10
|
|
(14)
|
|
First Amendment to On Assignment, Inc. 2010 Employee Stock Purchase Plan, dated September 8, 2013 †
|
10.11
|
|
(15)
|
|
On Assignment, Inc. 2010 Incentive Award Plan, dated March 18, 2010 †
|
10.12
|
|
(15)
|
|
First Amendment to the On Assignment, Inc. 2010 Incentive Award Plan, dated March 27, 2013 †
|
10.13
|
|
(16)
|
|
On Assignment, Inc. 2010 Incentive Award Plan Form of Stock Option Notice and Agreement †
|
10.14
|
|
(16)
|
|
On Assignment, Inc. 2010 Incentive Award Plan Form of Restricted Stock Unit Award Notice and Agreement †
|
10.15
|
|
(17)
|
|
On Assignment, Inc. 2010 Incentive Award Plan Form of Performance-Based Restricted Stock Unit Award Notice and Agreement
|
10.16
|
|
(18)
|
|
On Assignment, Inc. 2010 Incentive Award Plan Form of Restricted Stock Award Grant Notice and Agreement †
|
10.17
|
|
(19)
|
|
On Assignment, Inc. 2010 Incentive Award Plan Form of Tranche A Award Notice and Agreement for Peter T. Dameris
|
10.18
|
|
(*)
|
|
On Assignment, Inc. 2010 Incentive Award Plan Form of Tranche B Award Notice and Agreement for Peter T. Dameris
|
10.19
|
|
(19)
|
|
On Assignment, Inc. 2010 Incentive Award Plan Form of Tranche C Award Notice and Agreement for Peter T. Dameris
|
10.20
|
|
(*)
|
|
On Assignment, Inc. 2010 Incentive Award Plan Form of Additional RSU Award Notice and Agreement for Peter T. Dameris
|
10.21
|
|
(20)
|
|
On Assignment, Inc. 2010 Incentive Award Plan Form of Senior Executive EBITDA and Performance-Based Restricted Stock Unit Award Notice and Agreement
|
10.22
|
|
(21)
|
|
On Assignment, Inc. Amended and Restated 2012 Employment Inducement Incentive Award Plan †
|
10.23
|
|
(22)
|
|
On Assignment, Inc. Amended and Restated 2012 Employment Inducement Incentive Award Plan Form of Restricted Stock Unit Award Agreement †
|
10.24
|
|
(23)
|
|
On Assignment, Inc. Nonqualified Inducement Stock Option Grant Agreement between On Assignment, Inc. and Michael McGowan †
|
10.25
|
|
(*)
|
|
On Assignment, Inc. Amended and Restated Change in Control Severance Plan, as amended and restated on December 10, 2015 †
|
10.26
|
|
(24)
|
|
Second Amended and Restated Executive Change in Control Agreement between On Assignment, Inc. and Peter T. Dameris, dated November 17, 2015 †
|
10.27
|
|
(24)
|
|
Second Amended and Restated Senior Executive Agreement between On Assignment, Inc. and Peter Dameris, dated November 17, 2015 †
|
10.28
|
|
(25)
|
|
Employment Agreement, by and between On Assignment, Inc. and Edward Pierce, dated September 1, 2012 †
|
10.29
|
|
(25)
|
|
Executive Change of Control Agreement, by and between On Assignment, Inc. and Edward Pierce, dated September 1, 2012 †
|
10.30
|
|
(24)
|
|
Amended and Restated Employment Agreement between Oxford Global Resources, Inc., On Assignment, Inc. and Michael J. McGowan, dated December 30, 2008 †
|
10.31
|
|
(21)
|
|
Employment Agreement between Rand Blazer and Apex Systems, Inc., dated January 8, 2007 †
|
10.32
|
|
(21)
|
|
Amendment No. 1 to the Employment Agreement between Rand Blazer and Apex Systems, Inc., dated December 31, 2008 †
|
10.33
|
|
(21)
|
|
Amendment No. 2 to the Employment Agreement between Rand Blazer and Apex Systems, Inc. dated August 3, 2008 †
|
10.34
|
|
(21)
|
|
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
|
|
(21)
|
|
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
|
|
(21)
|
|
Employment Agreement between Theodore S. Hanson and Apex Systems, Inc., dated January 15, 2008 †
|
10.37
|
|
(21)
|
|
Amendment No. 1 to the Employment Agreement between Theodore S. Hanson and Apex Systems, Inc., dated December 31, 2008 †
|
10.38
|
|
(21)
|
|
Amendment No. 2 to the Employment Agreement between Theodore S. Hanson and Apex Systems, Inc., dated February 12, 2011 †
|
10.39
|
|
(21)
|
|
Amendment No. 3 to the Employment Agreement between On Assignment, Inc., Theodore S. Hanson, and Apex Systems, Inc., dated May 15, 2012 †
|
10.40
|
|
(21)
|
|
Amendment No. 4 to the Employment Agreement between On Assignment, Inc., Theodore S. Hanson and Apex Systems, Inc., dated May 15, 2012 †
|
10.41
|
|
(9)
|
|
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 Current Report on Form 8-K filed with the SEC on May 12, 2015.
|
(4)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on June 25, 2014.
|
(5)
|
|
|
|
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.
|
(6)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on June 5, 2015.
|
(7)
|
|
|
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on November 8, 2010.
|
(8)
|
|
|
|
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.
|
(9)
|
|
|
|
Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on March 16, 2007.
|
(10)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on December 16, 2008.
|
(11)
|
|
|
|
Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on March 16, 2005.
|
(12)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on August 8, 2005.
|
(13)
|
|
|
|
Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on March 3, 2014.
|
(14)
|
|
|
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on November 5, 2013.
|
(15)
|
|
|
|
Incorporated by reference from an exhibit to our Form S-8 (File No. 333-168041) filed with the SEC on June 13, 2013.
|
(16)
|
|
|
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on August 9, 2010.
|
(17)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on January 3, 2014
|
(18)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on December 18, 2012.
|
(19)
|
|
|
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014.
|
(20)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on December 16, 2014.
|
(21)
|
|
|
|
Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on March 18, 2013.
|
(22)
|
|
|
|
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.
|
(23)
|
|
|
|
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.
|
(24)
|
|
|
|
Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on November 23, 2015.
|
(25)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on September 7, 2012.
|
Participant:
|
Peter T. Dameris
|
Grant Date:
|
|
Grant Number:
|
_________
(“20__ Tranche B Award”)
|
Target Number of RSUs:
|
_______ (“
Target RSUs
”)
|
Maximum Number of RSUs:
|
_______
|
Earned RSUs:
|
The number of RSUs that are earned (the
“Earned 20__ Tranche B RSUs”
) shall be determined based on achievement of performance target(s) for calendar year 20__ determined by the Compensation Committee of the Company’s Board of Directors on or prior to March 31, 20__.
|
Vesting Schedule
|
Any Earned 20__ Tranche B RSUs shall vest in substantially equal installments on January 2 of each of the following three years, subject to the Participant’s continued employment through the applicable vesting date.
If the performance target is not attained in full and some or all RSUs do not become Earned 20__ Tranche B RSUs, then any portion which fails to be earned shall roll forward for one year only and will be added to the Tranche B award that is granted to the Participant in the following year. Vesting of such carried forward portion will be determined in the following year by reference to the attainment of the performance targets applicable to the Tranche B award for the following year.
|
|
|
Termination:
|
The RSUs will be subject to forfeiture upon a Termination of Services as set forth in Section 2.5 of the Restricted Stock Unit Award Agreement (after taking into consideration any vesting that may occur in connection with such Termination of Services, if any),
provided, however,
that if Participant experiences a Qualifying Termination (as defined in
that certain Second Amended and Restated Senior Executive Agreement between the Company and Participant, dated November 17, 2015 (the “
Employment Agreement
”))
, the RSUs shall remain outstanding and eligible to vest in accordance with Section 2.3(b) of the Restricted Stock Unit Award Agreement.
|
On Assignment, Inc.:
|
PARTICIPANT:
|
||
By:
|
|
By:
|
|
Print Name:
|
Jon Holman
|
Print Name:
|
Peter T. Dameris
|
Title:
|
Chairman, Compensation Committee of the Board of Directors
|
Date:
|
|
Address:
|
26745 Malibu Hills Road
|
Address:
|
|
|
Calabasas, CA 91301
|
|
|
Participant:
|
Peter T. Dameris
|
Grant Date:
|
January 4, 2016
|
Grant Number:
|
__________ (“
Additional RSU Award
”)
|
Total Number of RSUs:
|
__________
|
Vesting Schedule:
|
The Additional RSU Award shall vest and become nonforfeitable in substantially equal installments on January 2 of each of calendar years 2017, 2018, 2019 and 2020, subject to Participant’s continued employment with the Company through such date and further subject to the attainment of the following performance goal: the Company achieving positive Adjusted EBITDA (as defined in that certain Second Amended and Restated Senior Executive Agreement between the Company and Participant, dated November 17, 2015 (the “
Employment Agreement
”)), for calendar year 2016 (the “
Performance Period
”).
|
Termination:
|
If Participant experiences a Termination of Service prior to the applicable vesting date, all RSUs that have not become vested on or prior to the date of such Termination of Service (after taking into consideration any vesting that may occur in connection with such Termination of Service, if any), will thereupon be automatically forfeited by Participant without payment of any consideration therefor;
provided
,
however
, that if Participant experiences a termination of employment due to Participant’s death, Disability or due to a termination by the Company without Cause (in each case, as defined in the Employment Agreement), the RSUs shall vest in full upon such termination;
provided, further
, that the RSUs may also be subject to accelerated vesting provisions set forth in that certain Second Amended and Restated Executive Change of Control Agreement between the Company and Participant, dated November 17, 2015.
|
ON ASSIGNMENT, INC.:
|
PARTICIPANT:
|
||
By:
|
|
By:
|
|
Print Name:
|
Jonathan S. Holman
|
Print Name:
|
Peter T. Dameris
|
Title:
|
Chairman, Compensation Committee of the Board of Directors
|
Date:
|
|
Address:
|
26745 Malibu Hills Road
|
|
|
|
Calabasas, CA 91301
|
|
|
•
|
you are a regular, full-time employee of the Company and are identified on Exhibit A (to be supplied separately);
|
•
|
your active employment with the Company is Involuntarily Terminated (within the meaning set forth below) within the 18-month period following a Change in Control;
|
•
|
you execute a General Release of All Claims (a “General Release”), within five business days after your termination date or, if you are age 40 or over, you execute a General Release within 45 business days after your termination and any rescission period specified therein has elapsed without you having rescinded said General Release; and
|
•
|
you are not in one of the excluded categories listed below.
|
•
|
you are a temporary employee, part-time employee working fewer than 30 hours per week (no minimum number of hours shall apply to salaried employees), probationary employee or student employee hired to be placed on assignment with clients of the Company;
|
•
|
you have a separate change in control, severance or similar agreement or arrangement with the Company that specifically provides that you are not eligible to participate in the Plan;
|
•
|
you voluntarily terminate your employment, unless your termination constitutes an “Involuntary Termination” as defined below;
|
•
|
you are employed with a successor employer which directly or indirectly acquires (i) all or any portion of the assets or operations of the Company or any subsidiary, (ii) all or any portion of the outstanding capital stock of the Company, or (iii) fifty percent (50%) or more of the capital stock of any subsidiary of the Company. However, you would be eligible for severance benefits pursuant to the terms of the Plan upon a subsequent termination by the successor employer within 18 months following a Change in Control; or
|
•
|
you are dismissed for Cause, whether or not prior to your dismissal you received notice of a termination which would otherwise qualify you for severance benefits.
|
(A)
|
A Pro-Rata Bonus;
|
(B)
|
Payments
|
(i)
|
Chief Executive Officer: If the Eligible Employee was the Chief Executive Officer of the Company immediately before the Change in Control: (1) the Eligible Employee will receive 300% of the Eligible Employee’s Annual Base Pay and Target Bonus; (2) for 18 months following the Eligible Employee’s Separation from Service, the Eligible Employee may elect to continue the group health, vision and dental coverage he or she had in effect as of the Separation from Service (or generally comparable coverage) for the Eligible Employee, and if applicable, spouse and dependents, under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“
COBRA
”) A separate election form and notice outlining continuation coverage under COBRA will be provided to the Eligible Employee (and, if applicable, his or her eligible dependents) and must be timely returned to effect enrollment., and (3) to assist the Eligible Employee in offsetting the cost of such continuing benefits, the Eligible Employee shall receive a lump sum payment in an after-tax amount, calculated based upon the COBRA premium rates as may be charged from time to time for employees of the Company (or any successor) generally for the medical, dental and/or vision coverage the Eligible Employee had elected under the Company’s group health plan at the time of the Eligible Employees Separation from Service, for 18 months (rounded up, if applicable, to the next full month). For clarification and avoidance of doubt, if the Eligible Employee is not covered under the medical, dental and/or vision portions of the Company’s (or any successor’s group health plan as of the date of Separation from Service, then the Eligible Employee is not eligible for this additional payment.
|
(ii)
|
Chief Operating Officer: If the Eligible Employee was an executive vice president and Chief Operating Officer of the Company (or equivalent designated by the Board of Directors) immediately before the Change in Control: (1) 275% of the Eligible Employee’s Annual Base Pay and Target Bonus; (2) for 18 months following the Eligible Employee’s Separation from Service, the Eligible Employee may elect to continue the group health, vision and dental coverage he or she had in effect as of the Separation from Service (or generally comparable coverage) for the Eligible Employee, and if applicable, spouse and dependents, under COBRA
1
;
and (3) to assist the Eligible Employee in offsetting the cost of such continuing benefits, the Eligible Employee shall receive a lump sum payment in an after-tax amount, calculated based upon the COBRA premium rates as may be charged from time to time for employees of the Company (or any successor) generally for
|
(iii)
|
Chief Financial Officer: If the Eligible Employee was an executive vice president and Chief Financial Officer of the Company immediately before the Change in Control: (1) 250% of the Eligible Employee’s Annual Base Pay and Target Bonus; (2) for 18 months following the Eligible Employee’s Separation from Service, the Eligible Employee may elect to continue the group health, vision and dental coverage he or she had in effect as of the Separation from Service (or generally comparable coverage) for the Eligible Employee, and if applicable, spouse and dependents, under COBRA
1
;
and (3) to assist the Eligible Employee in offsetting the cost of such continuing benefits, the Eligible Employee shall receive a lump sum payment in an after-tax amount, calculated based upon the COBRA premium rates as may be charged from time to time for employees of the Company (or any successor) generally for the medical, dental and/or vision coverage the Eligible Employee had elected under the Company’s group health plan at the time of the Eligible Employees Separation from Service, for 18 months (rounded up, if applicable, to the next full month). For clarification and avoidance of doubt, if the Eligible Employee is not covered under the medical, dental and/or vision portions of the Company’s (or any successor’s group health plan as of the date of Separation from Service, then the Eligible Employee is not eligible for this additional payment.
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(iv)
|
Senior Vice President or Division President: If the Eligible Employee was a senior vice president of the Company and/or president of a division of the Company (whether or not an executive officer) immediately before the Change in Control: (1) 200% of the Eligible Employee’s Annual Base Pay and Target Bonus; (2) for 18 months following the Eligible Employee’s Separation from Service, the Eligible Employee may elect to continue the group health, vision and dental coverage he or she had in effect as of the Separation from Service (or generally comparable coverage) for the Eligible Employee, and if applicable, spouse and dependents, under COBRA
1
;
and (3) to assist the Eligible Employee in offsetting the cost of such continuing benefits, the Eligible Employee shall receive a lump sum payment in an after-tax amount, calculated based upon the COBRA premium rates as may be charged from time to time for employees of the Company (or any successor) generally for the medical, dental and/or vision coverage the Eligible Employee had elected under the Company’s group health plan at the time of the Eligible Employees Separation from Service, for 18 months (rounded up, if applicable, to the next full month). For clarification and avoidance of doubt, if the Eligible Employee is not covered under the medical, dental and/or vision portions of the Company’s (or any successor’s group health plan as of the date of Separation from Service, then the Eligible Employee is not eligible for this additional payment.
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(v)
|
Vice President or Corporate Controller: If the Eligible Employee was a vice president or corporate controller (or equivalent designated by the Board of Directors), of the Company immediately before the Change in Control: (1) 75% of the Eligible Employee’s Annual Base Pay and Target Bonus; (2) for 18 months following the Eligible Employee’s Separation from Service, the Eligible Employee may elect to continue the group health, vision and dental coverage he or she had in effect as of the Separation from Service (or generally comparable coverage) for the Eligible Employee, and if applicable, spouse and dependents, under COBRA
1
;
and (3) to assist the Eligible Employee in offsetting the cost of such continuing benefits, the Eligible Employee shall receive a lump sum payment in an after-tax amount, calculated based upon the COBRA premium rates as may be charged from time to time for employees of the Company (or any successor) generally for the medical, dental and/or vision coverage the Eligible Employee had elected under the Company’s group health plan at the time of the Eligible Employees Separation from Service, for 18 months (rounded up, if applicable, to the next full month). For clarification and avoidance of doubt, if the Eligible Employee is not covered under the medical, dental and/or vision portions of the Company’s (or any successor’s group health plan as of the date of Separation from Service, then the Eligible Employee is not eligible for this additional payment;
|
(vi)
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Certain Designated Employees: One month of the Eligible Employee’s Annual Base Pay and Incentive Compensation for each year or partial year of service to the Company as an employee, up to a maximum of six months of Annual Base Pay, with a minimum of two months of Annual Base Pay, if the Eligible Employee was a “director,” “assistant-director,” “manager,” “regional manager,” or “Senior Staffing Consultant” immediately before the Change in Control;
|
(vii)
|
Exempt Employees: One month of the Eligible Employee’s Annual Base Pay for each year or partial year of service to the Company as an employee, up to a maximum of three months of Annual Base Pay, with a minimum of one month of Annual Base Pay, if the Eligible Employee was an exempt employee of the Company (other than those employees described above) immediately before the Change in Control; or
|
(viii)
|
Other Eligible Employees: One week of the Eligible Employee’s Annual Base Pay for each year or partial year of service to the Company as an employee, up to a maximum of three months of Annual Base Pay, with a minimum of one week of Annual Base Pay, for all other Eligible Employee not included in the above categories.
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(A)
|
a change in the ownership of Company whereby one person, or more than one person acting as a group, acquires ownership of the outstanding voting stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of Company, as determined in accordance with Treas. Reg.
§
1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of the total fair market value or total voting power of the Company’s stock, or to have effective control of the Company within the meaning of part 2 of the definition, and such person or group acquires additional stock of the Company, the acquisition of the additional stock shall not be considered to cause a change in the ownership of the Company; or
|
(B)
|
a change in the effective control of the Company whereby one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) ownership of Company stock possessing 30% or more of the total voting power of the Company stock, as determined in accordance with Treas. Reg.
§
1.409A-3(i)(5)(vi). However, if a person or group is considered to possess 30% or more of the total voting power of the stock of the Company, and such person or group acquires additional stock of the Company, the acquisition of additional stock by such person or group shall not be considered to cause a change in the effective control of Company; or
|
(C)
|
a change in the effective control of the Company whereby a majority of the members of the Company’s
|
(D)
|
a change in the ownership of a substantial portion of the assets of the Company, whereby any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all Company assets immediately before such acquisition or acquisitions, as determined in accordance with Treas. Reg.
§
1.409A-3(i)(5)(vii). A transfer of assets shall not be treated as a change in the ownership of a substantial portion of the assets when such transfer is made to an entity that is controlled by the stockholders of the Company, as determined in accordance with Treas. Reg.
§
1.409A-3(i)(5)(vii)(B).
|
(B)
|
upon your resignation following (i) a reduction in your level of Annual Base Pay or any Target Bonus, (ii) a material reduction in your benefits or (iii) a relocation of your place of employment which is more than 35 miles from your place of employment prior to the Change in Control, such that it constitutes a material change in the geographic location at which you must perform services (within the meaning of Section 409A),
provided and only if
such change or reduction is effected without your written concurrence, or
|
(C)
|
upon your resignation in the case of an employee who was an executive officer or vice president immediately before the applicable Change in Control following a change in the employee’s position with the Company (or, if applicable, with the successor entity) that is effected without the employee’s consent and materially reduces his or her level of responsibility or authority.
|
(A)
|
Examine, without charge, at the Plan Administrator’s office, all Plan documents, including all documents filed by the Plan with the U.S. Department of Labor.
|
(B)
|
Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. The Plan Administrator may make a reasonable charge for the copies.
|
(D)
|
File suit in a federal court, if you, as a participant, request materials and do not receive them within 30 days of your request. In such a case, the court may require the Plan Administrator to provide the materials and to pay you a fine of up to $110 for each day’s delay until the materials are received, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.
|
I.
|
SECTION 409A
|
Name of Plan:
|
|
On Assignment, Inc. Change in Control Severance Plan
|
Company Sponsoring Plan:
|
|
On Assignment, Inc.
26745 Malibu Hills Road
Calabasas, California 91301
|
Employer Identification Number:
|
|
95-4023433
|
Plan Number:
|
|
505
|
Plan Year:
|
|
Calendar year
|
Plan Administrator:
|
|
On Assignment, Inc.
26745 Malibu Hills Road
Calabasas, CA 91301
(818) 878-7900
|
Agent for Service of Legal Process:
|
|
Plan Administrator
|
Type of Plan:
|
|
Severance Plan/Employee Welfare Benefit Plan
|
Plan Costs:
|
|
The cost of the Plan is paid by On Assignment, Inc.
|
Date: February 25, 2016
|
/s/ Peter T. Dameris
|
|
Peter T. Dameris
|
|
Chief Executive Officer and President
|
Date: February 29, 2016
|
|
/s/ Edward L. Pierce
|
|
|
Edward L. Pierce
|
|
|
Executive Vice President and Chief Financial Officer
|
Date: February 25, 2016
|
|
/s/ Peter. T. Dameris
|
|
|
Peter T. Dameris
|
|
|
Chief Executive Officer and President
|
Date: February 29, 2016
|
|
/s/ Edward L. Pierce
|
|
|
Edward L. Pierce
|
|
|
Executive Vice President and Chief Financial Officer
|