x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
95-4023433
|
||||
(State of Incorporation)
|
(I.R.S. Employer Identification No.)
|
||||
|
|
||||
26745 Malibu Hills Road, Calabasas, CA
|
91301
|
||||
(Address of principal executive offices)
|
(Zip Code)
|
||||
|
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
ON ASSIGNMENT, INC. AND SUBSIDIARIES
INDEX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2016
|
|
December 31,
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
34,782
|
|
|
$
|
23,869
|
|
Accounts receivable, net of allowance of $7,758 and $6,682, respectively
|
383,722
|
|
|
354,808
|
|
||
Prepaid expenses and income taxes
|
7,822
|
|
|
12,686
|
|
||
Workers' compensation receivable
|
12,652
|
|
|
13,238
|
|
||
Other
|
3,248
|
|
|
9,607
|
|
||
Total current assets
|
442,226
|
|
|
414,208
|
|
||
Property and equipment, net
|
56,020
|
|
|
53,196
|
|
||
Goodwill
|
874,919
|
|
|
874,906
|
|
||
Identifiable intangible assets, net
|
397,787
|
|
|
417,925
|
|
||
Other non-current assets
|
6,763
|
|
|
7,072
|
|
||
Total assets
|
$
|
1,777,715
|
|
|
$
|
1,767,307
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
5,554
|
|
|
$
|
9,132
|
|
Accrued payroll and contract professional pay
|
118,113
|
|
|
88,100
|
|
||
Workers’ compensation loss reserves
|
14,110
|
|
|
15,020
|
|
||
Income taxes payable
|
9,583
|
|
|
673
|
|
||
Other
|
30,247
|
|
|
47,425
|
|
||
Total current liabilities
|
177,607
|
|
|
160,350
|
|
||
Long-term debt
|
691,930
|
|
|
755,508
|
|
||
Deferred income tax liabilities
|
61,553
|
|
|
61,539
|
|
||
Other long-term liabilities
|
5,694
|
|
|
5,116
|
|
||
Total liabilities
|
936,784
|
|
|
982,513
|
|
||
Commitments and contingencies (Note 7)
|
|
|
|
|
|
||
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, 53,490,539 and 53,024,972 issued and outstanding, respectively
|
535
|
|
|
530
|
|
||
Paid-in capital
|
557,970
|
|
|
542,859
|
|
||
Retained earnings
|
290,328
|
|
|
249,567
|
|
||
Accumulated other comprehensive loss
|
(7,902
|
)
|
|
(8,162
|
)
|
||
Total stockholders’ equity
|
840,931
|
|
|
784,794
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,777,715
|
|
|
$
|
1,767,307
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
June 30,
|
June 30,
|
||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
$
|
608,088
|
|
|
$
|
485,323
|
|
|
$
|
1,190,128
|
|
|
$
|
915,368
|
|
Costs of services
|
406,002
|
|
|
326,789
|
|
|
800,260
|
|
|
620,959
|
|
||||
Gross profit
|
202,086
|
|
|
158,534
|
|
|
389,868
|
|
|
294,409
|
|
||||
Selling, general and administrative expenses
|
141,350
|
|
|
118,867
|
|
|
281,231
|
|
|
224,802
|
|
||||
Amortization of intangible assets
|
10,032
|
|
|
6,957
|
|
|
20,176
|
|
|
11,826
|
|
||||
Operating income
|
50,704
|
|
|
32,710
|
|
|
88,461
|
|
|
57,781
|
|
||||
Interest expense, net
|
(7,959
|
)
|
|
(4,736
|
)
|
|
(16,984
|
)
|
|
(7,803
|
)
|
||||
Write-off of loan costs
|
—
|
|
|
(3,751
|
)
|
|
—
|
|
|
(3,751
|
)
|
||||
Income before income taxes
|
42,745
|
|
|
24,223
|
|
|
71,477
|
|
|
46,227
|
|
||||
Provision for income taxes
|
16,732
|
|
|
9,888
|
|
|
28,116
|
|
|
18,869
|
|
||||
Income from continuing operations
|
26,013
|
|
|
14,335
|
|
|
43,361
|
|
|
27,358
|
|
||||
Gain on sale of discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
25,703
|
|
||||
Income (loss) from discontinued operations, net of income taxes
|
(9
|
)
|
|
(83
|
)
|
|
44
|
|
|
326
|
|
||||
Net income
|
$
|
26,004
|
|
|
$
|
14,252
|
|
|
$
|
43,405
|
|
|
$
|
53,387
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.49
|
|
|
$
|
0.28
|
|
|
$
|
0.81
|
|
|
$
|
0.53
|
|
Discontinued operations
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
0.50
|
|
||||
Net income
|
$
|
0.49
|
|
|
$
|
0.27
|
|
|
$
|
0.81
|
|
|
$
|
1.03
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.48
|
|
|
$
|
0.27
|
|
|
$
|
0.81
|
|
|
$
|
0.52
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.50
|
|
||||
Net income
|
$
|
0.48
|
|
|
$
|
0.27
|
|
|
$
|
0.81
|
|
|
$
|
1.02
|
|
|
|
|
|
|
|
|
|
||||||||
Number of shares and share equivalents used to calculate earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
53,422
|
|
|
51,978
|
|
|
53,284
|
|
|
51,749
|
|
||||
Diluted
|
53,911
|
|
|
52,633
|
|
|
53,783
|
|
|
52,435
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Reconciliation of net income to comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
26,004
|
|
|
$
|
14,252
|
|
|
$
|
43,405
|
|
|
$
|
53,387
|
|
Changes in fair value of derivative, net of tax
|
—
|
|
|
75
|
|
|
—
|
|
|
122
|
|
||||
Foreign currency translation adjustment
|
(1,083
|
)
|
|
828
|
|
|
260
|
|
|
(2,896
|
)
|
||||
Comprehensive income
|
$
|
24,921
|
|
|
$
|
15,155
|
|
|
$
|
43,665
|
|
|
$
|
50,613
|
|
|
Six Months Ended
|
||||||
June 30,
|
|||||||
|
2016
|
|
2015
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income
|
$
|
43,405
|
|
|
$
|
53,387
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Gain on sale of discontinued operations, net of income taxes
|
—
|
|
|
(25,703
|
)
|
||
Depreciation and amortization
|
30,831
|
|
|
19,813
|
|
||
Stock-based compensation
|
13,458
|
|
|
9,190
|
|
||
Provision for doubtful accounts and billing adjustments
|
5,925
|
|
|
4,776
|
|
||
Write-off of loan costs
|
—
|
|
|
3,751
|
|
||
Gross excess tax benefits from stock-based compensation
|
(2,478
|
)
|
|
(2,640
|
)
|
||
Fair value adjustment for contingent consideration
|
613
|
|
|
512
|
|
||
Workers’ compensation provision
|
1,062
|
|
|
993
|
|
||
Other
|
2,013
|
|
|
935
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(34,559
|
)
|
|
(24,401
|
)
|
||
Prepaid expenses and income taxes
|
4,862
|
|
|
7,165
|
|
||
Accounts payable
|
(3,180
|
)
|
|
(158
|
)
|
||
Accrued payroll and contract professional pay
|
29,961
|
|
|
13,293
|
|
||
Income taxes payable
|
11,054
|
|
|
(10,165
|
)
|
||
Workers’ compensation loss reserves
|
(1,372
|
)
|
|
(834
|
)
|
||
Payments of accrued earn-outs
|
(1,937
|
)
|
|
—
|
|
||
Other
|
(2,012
|
)
|
|
2,506
|
|
||
Net cash provided by operating activities
|
97,646
|
|
|
52,420
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Cash paid for property and equipment
|
(13,909
|
)
|
|
(13,331
|
)
|
||
Cash received from sale of discontinued operations, net
|
6,000
|
|
|
115,440
|
|
||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(552,794
|
)
|
||
Other
|
(350
|
)
|
|
(584
|
)
|
||
Net cash used in investing activities
|
(8,259
|
)
|
|
(451,269
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Principal payments of long-term debt
|
(72,000
|
)
|
|
(440,125
|
)
|
||
Proceeds from long-term debt
|
7,000
|
|
|
875,000
|
|
||
Proceeds from option exercises and employee stock purchase plan
|
5,921
|
|
|
3,802
|
|
||
Payment of employment taxes related to release of restricted stock awards
|
(5,266
|
)
|
|
(5,537
|
)
|
||
Gross excess tax benefits from stock-based compensation
|
2,478
|
|
|
2,640
|
|
||
Repurchase of common stock
|
(2,787
|
)
|
|
(1,645
|
)
|
||
Debt issuance or amendment costs
|
—
|
|
|
(23,893
|
)
|
||
Payments of accrued earn-outs
|
(13,814
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
(78,468
|
)
|
|
410,242
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(6)
|
|
|
(1,244)
|
|
||
Net Increase in Cash and Cash Equivalents
|
10,913
|
|
|
10,149
|
|
||
Cash and Cash Equivalents at Beginning of Year
(1)
|
23,869
|
|
|
31,714
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
34,782
|
|
|
$
|
41,863
|
|
(1)
|
Cash and cash equivalents at January 1, 2015 include $2.9 million from the Physician Segment, which was sold on February 1, 2015 (see "Note
4. Discontinued Operations
").
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
||||
Cash paid for:
|
|
|
|
||||
Income taxes
|
$
|
10,855
|
|
|
$
|
20,418
|
|
Interest
|
$
|
14,297
|
|
|
$
|
6,798
|
|
Supplemental Disclosure of Non-Cash Transactions
|
|
|
|
||||
Acquisition of property and equipment through accounts payable
|
$
|
574
|
|
|
$
|
1,627
|
|
Unsettled repurchases of common stock
|
$
|
802
|
|
|
$
|
—
|
|
Revenues
|
$
|
1,029,314
|
|
Income from continuing operations
|
$
|
35,095
|
|
Net income
|
$
|
61,124
|
|
|
|
||
Basic earnings per share:
|
|
||
Income from continuing operations
|
$
|
0.67
|
|
Net income
|
$
|
1.16
|
|
|
|
||
Diluted earnings per share:
|
|
||
Income from continuing operations
|
$
|
0.66
|
|
Net income
|
$
|
1.15
|
|
|
|
||
Number of shares and share equivalents used to calculate earnings per share:
|
|
||
Basic
|
52,543
|
|
|
Diluted
|
53,273
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2016
|
|
2015
|
||||
Net cash provided by (used in) operating activities
|
$
|
44
|
|
|
$
|
(1,778
|
)
|
|
|
|
|
||||
Net cash provided by investing activities:
|
|
|
|
||||
Cash received from sale of discontinued operations, net
|
$
|
6,000
|
|
|
$
|
115,440
|
|
Other
|
—
|
|
|
(14
|
)
|
||
Total cash provided by investing activities
|
$
|
6,000
|
|
|
$
|
115,426
|
|
Revenues
|
$
|
12,068
|
|
Costs of services
|
8,653
|
|
|
Gross profit
|
3,415
|
|
|
Selling, general and administrative expenses
|
2,793
|
|
|
Amortization of intangible assets
|
155
|
|
|
Income before income taxes
|
467
|
|
|
Provision for income taxes
|
141
|
|
|
Income from discontinued operations, net of income taxes
|
$
|
326
|
|
|
Apex Segment
|
|
Oxford Segment
|
|
Total
|
||||||
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
|
|
|||
Translation adjustment
|
(80
|
)
|
|
93
|
|
|
13
|
|
|||
Balance as of June 30, 2016
|
$
|
644,537
|
|
|
$
|
230,382
|
|
|
$
|
874,919
|
|
|
|
|
As of June 30, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||
|
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
|
|
$
|
196,608
|
|
|
$
|
86,812
|
|
|
$
|
109,796
|
|
|
$
|
196,472
|
|
|
$
|
74,640
|
|
|
$
|
121,832
|
|
Contractor relationships
|
2 - 5 years
|
|
69,785
|
|
|
45,692
|
|
|
24,093
|
|
|
69,764
|
|
|
40,124
|
|
|
29,640
|
|
||||||
Non-compete agreements
|
2 - 7 years
|
|
10,881
|
|
|
4,067
|
|
|
6,814
|
|
|
10,874
|
|
|
3,163
|
|
|
7,711
|
|
||||||
In-use software
|
6 years
|
|
18,900
|
|
|
8,091
|
|
|
10,809
|
|
|
18,900
|
|
|
6,516
|
|
|
12,384
|
|
||||||
Favorable contracts
|
5 years
|
|
900
|
|
|
313
|
|
|
587
|
|
|
900
|
|
|
172
|
|
|
728
|
|
||||||
|
|
|
297,074
|
|
|
144,975
|
|
|
152,099
|
|
|
296,910
|
|
|
124,615
|
|
|
172,295
|
|
||||||
Not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
|
|
245,688
|
|
|
—
|
|
|
245,688
|
|
|
245,630
|
|
|
—
|
|
|
245,630
|
|
||||||
Total
|
|
|
$
|
542,762
|
|
|
$
|
144,975
|
|
|
$
|
397,787
|
|
|
$
|
542,540
|
|
|
$
|
124,615
|
|
|
$
|
417,925
|
|
|
June 30,
2016
|
|
December 31,
2015
|
||||
$150 million revolving credit facility, due June 2020
|
$
|
25,000
|
|
|
$
|
50,000
|
|
$825 million Term B loan facility, due June 2022
|
684,000
|
|
|
724,000
|
|
||
|
709,000
|
|
|
774,000
|
|
||
Unamortized deferred loan costs
|
(17,070
|
)
|
|
(18,492
|
)
|
||
|
$
|
691,930
|
|
|
$
|
755,508
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
June 30,
|
|||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Balance at beginning of period
|
$
|
(21,594
|
)
|
|
$
|
(3,000
|
)
|
|
$
|
(20,981
|
)
|
|
$
|
(3,000
|
)
|
Additions for acquisitions
|
—
|
|
|
(13,814
|
)
|
|
—
|
|
|
(13,814
|
)
|
||||
Payments on contingent consideration
|
15,751
|
|
|
—
|
|
|
15,751
|
|
|
—
|
|
||||
Fair value adjustment
|
—
|
|
|
(512
|
)
|
|
(613
|
)
|
|
(512
|
)
|
||||
Balance at end of period
|
$
|
(5,843
|
)
|
|
$
|
(17,326
|
)
|
|
$
|
(5,843
|
)
|
|
$
|
(17,326
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Weighted average number of common shares outstanding used to compute basic earnings per share
|
53,422
|
|
|
51,978
|
|
|
53,284
|
|
|
51,749
|
|
Dilutive effect of stock-based awards
|
489
|
|
|
655
|
|
|
499
|
|
|
686
|
|
Number of shares used to compute diluted earnings per share
|
53,911
|
|
|
52,633
|
|
|
53,783
|
|
|
52,435
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||||||||||
|
June 30, 2016
|
|
June 30, 201
5
|
||||||||||||||||||||||||||||
|
Apex
|
|
Oxford
|
|
Corporate
(1)
|
|
Total
|
|
Apex
|
|
Oxford
|
|
Corporate
(1)
|
|
Total
|
||||||||||||||||
Revenues
|
$
|
453,723
|
|
|
$
|
154,365
|
|
|
$
|
—
|
|
|
$
|
608,088
|
|
|
$
|
340,480
|
|
|
$
|
144,843
|
|
|
$
|
—
|
|
|
$
|
485,323
|
|
Gross profit
|
138,165
|
|
|
63,921
|
|
|
—
|
|
|
202,086
|
|
|
98,274
|
|
|
60,260
|
|
|
—
|
|
|
158,534
|
|
||||||||
Operating income
|
50,190
|
|
|
13,856
|
|
|
(13,342
|
)
|
|
50,704
|
|
|
34,265
|
|
|
15,825
|
|
|
(17,380
|
)
|
|
32,710
|
|
||||||||
Amortization
|
8,590
|
|
|
1,442
|
|
|
—
|
|
|
10,032
|
|
|
5,384
|
|
|
1,573
|
|
|
—
|
|
|
6,957
|
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||||||
|
June 30, 2016
|
|
June 30, 201
5
|
||||||||||||||||||||||||||||
|
Apex
|
|
Oxford
|
|
Corporate
(1)
|
|
Total
|
|
Apex
|
|
Oxford
|
|
Corporate
(1)
|
|
Total
|
||||||||||||||||
Revenues
|
$
|
886,878
|
|
|
$
|
303,250
|
|
|
$
|
—
|
|
|
$
|
1,190,128
|
|
|
$
|
636,451
|
|
|
$
|
278,917
|
|
|
$
|
—
|
|
|
$
|
915,368
|
|
Gross profit
|
264,309
|
|
|
125,559
|
|
|
—
|
|
|
389,868
|
|
|
178,426
|
|
|
115,983
|
|
|
—
|
|
|
294,409
|
|
||||||||
Operating income
|
90,176
|
|
|
26,616
|
|
|
(28,331
|
)
|
|
88,461
|
|
|
57,161
|
|
|
28,538
|
|
|
(27,918
|
)
|
|
57,781
|
|
||||||||
Amortization
|
17,180
|
|
|
2,996
|
|
|
—
|
|
|
20,176
|
|
|
8,906
|
|
|
2,920
|
|
|
—
|
|
|
11,826
|
|
(1)
|
Corporate expenses primarily consist of consolidated stock-based compensation expense, compensation for corporate employees, acquisition, integration and strategic planning expenses, public company expenses, and depreciation expense for corporate assets.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||||||||
|
2016
|
|
%
|
|
2015
|
|
%
|
|
2016
|
|
%
|
|
2015
|
|
%
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assignment
|
$
|
574,323
|
|
|
94.4
|
%
|
|
$
|
456,592
|
|
|
94.1
|
%
|
|
$
|
1,123,875
|
|
|
94.4
|
%
|
|
$
|
862,733
|
|
|
94.2
|
%
|
Permanent placement
|
33,765
|
|
|
5.6
|
%
|
|
28,731
|
|
|
5.9
|
%
|
|
66,253
|
|
|
5.6
|
%
|
|
52,635
|
|
|
5.8
|
%
|
||||
|
$
|
608,088
|
|
|
100.0
|
%
|
|
$
|
485,323
|
|
|
100.0
|
%
|
|
$
|
1,190,128
|
|
|
100.0
|
%
|
|
$
|
915,368
|
|
|
100.0
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||||||||
|
2016
|
|
%
|
|
2015
|
|
%
|
|
2016
|
|
%
|
|
2015
|
|
%
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Domestic
|
$
|
578,165
|
|
|
95.1
|
%
|
|
$
|
462,989
|
|
|
95.4
|
%
|
|
$
|
1,132,603
|
|
|
95.2
|
%
|
|
$
|
873,745
|
|
|
95.5
|
%
|
Foreign
|
29,923
|
|
|
4.9
|
%
|
|
22,334
|
|
|
4.6
|
%
|
|
57,525
|
|
|
4.8
|
%
|
|
41,623
|
|
|
4.5
|
%
|
||||
|
$
|
608,088
|
|
|
100.0
|
%
|
|
$
|
485,323
|
|
|
100.0
|
%
|
|
$
|
1,190,128
|
|
|
100.0
|
%
|
|
$
|
915,368
|
|
|
100.0
|
%
|
|
|
Three Months Ended June 30,
|
|
|
|||||||||||||||||
|
|
2016
|
|
2015
|
|
Year-Over-Year
|
|||||||||||||||
|
|
|
|
Reported
|
|
Pro Forma
|
|
Reported
|
|
Pro Forma
|
|||||||||||
Revenues by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assignment
|
|
$
|
441.4
|
|
|
$
|
333.9
|
|
|
$
|
378.7
|
|
|
32.2
|
%
|
|
|
|
16.6
|
%
|
|
Permanent placement
|
|
12.3
|
|
|
6.6
|
|
|
10.7
|
|
|
87.1
|
%
|
|
|
|
16.0
|
%
|
|
|||
|
|
453.7
|
|
|
340.5
|
|
|
389.4
|
|
|
33.3
|
%
|
|
|
|
16.5
|
%
|
|
|||
Oxford:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assignment
|
|
133.0
|
|
|
122.8
|
|
|
123.1
|
|
|
8.3
|
%
|
|
|
|
8.0
|
%
|
|
|||
Permanent placement
|
|
21.4
|
|
|
22.1
|
|
|
22.1
|
|
|
(3.2
|
)%
|
|
|
|
(3.2
|
)%
|
|
|||
|
|
154.4
|
|
|
144.9
|
|
|
145.2
|
|
|
6.6
|
%
|
|
|
|
6.3
|
%
|
|
|||
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assignment
|
|
574.4
|
|
|
456.7
|
|
|
501.8
|
|
|
25.8
|
%
|
|
|
|
14.4
|
%
|
|
|||
Permanent placement
|
|
33.7
|
|
|
28.7
|
|
|
32.8
|
|
|
17.5
|
%
|
|
|
|
3.0
|
%
|
|
|||
|
|
$
|
608.1
|
|
|
$
|
485.4
|
|
|
$
|
534.6
|
|
|
25.3
|
%
|
|
|
|
13.7
|
%
|
|
Percentage of total revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex
|
|
74.6
|
%
|
|
70.2
|
%
|
|
72.8
|
%
|
|
|
|
|
|
|
|
|||||
Oxford
|
|
25.4
|
%
|
|
29.8
|
%
|
|
27.2
|
%
|
|
|
|
|
|
|
|
|||||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assignment
|
|
94.4
|
%
|
|
94.1
|
%
|
|
93.9
|
%
|
|
|
|
|
|
|
|
|||||
Permanent placement
|
|
5.6
|
%
|
|
5.9
|
%
|
|
6.1
|
%
|
|
|
|
|
|
|
|
|||||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic
|
|
95.1
|
%
|
|
95.4
|
%
|
|
95.6
|
%
|
|
|
|
|
|
|
|
|||||
Foreign
|
|
4.9
|
%
|
|
4.6
|
%
|
|
4.4
|
%
|
|
|
|
|
|
|
|
|||||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
Year-Over-Year
|
||||||||||||||
|
|
|
|
Reported
|
|
Pro Forma
|
|
Reported
|
|
Pro Forma
|
||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex
|
|
$
|
138.1
|
|
|
$
|
98.2
|
|
|
$
|
119.2
|
|
|
40.6
|
%
|
|
|
16.0
|
%
|
|
Oxford
|
|
64.0
|
|
|
60.3
|
|
|
60.4
|
|
|
6.1
|
%
|
|
|
5.8
|
%
|
|
|||
Consolidated
|
|
$
|
202.1
|
|
|
$
|
158.5
|
|
|
$
|
179.6
|
|
|
27.5
|
%
|
|
|
12.5
|
%
|
|
Gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex
|
|
30.5
|
%
|
|
28.9
|
%
|
|
30.6
|
%
|
|
1.6
|
%
|
|
|
(0.1
|
)%
|
|
|||
Oxford
|
|
41.4
|
%
|
|
41.6
|
%
|
|
41.6
|
%
|
|
(0.2
|
)%
|
|
|
(0.2
|
)%
|
|
|||
Consolidated
|
|
33.2
|
%
|
|
32.7
|
%
|
|
33.6
|
%
|
|
0.5
|
%
|
|
|
(0.4
|
)%
|
|
|
|
Six Months Ended June 30,
|
|
|
|||||||||||||||||
|
|
2016
|
|
2015
|
|
Year-Over-Year
|
|||||||||||||||
|
|
|
|
Reported
|
|
Pro Forma
|
|
Reported
|
|
Pro Forma
|
|||||||||||
Revenues by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assignment
|
|
$
|
863.5
|
|
|
$
|
625.6
|
|
|
$
|
727.6
|
|
|
38.0
|
%
|
|
|
|
18.7
|
%
|
|
Permanent placement
|
|
23.3
|
|
|
10.9
|
|
|
20.2
|
|
|
114.6
|
%
|
|
|
|
15.9
|
%
|
|
|||
|
|
886.8
|
|
|
636.5
|
|
|
747.8
|
|
|
39.3
|
%
|
|
|
|
18.6
|
%
|
|
|||
Oxford:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assignment
|
|
260.4
|
|
|
237.2
|
|
|
239.7
|
|
|
9.8
|
%
|
|
|
|
8.6
|
%
|
|
|||
Permanent placement
|
|
42.9
|
|
|
41.7
|
|
|
41.8
|
|
|
2.7
|
%
|
|
|
|
2.6
|
%
|
|
|||
|
|
303.3
|
|
|
278.9
|
|
|
281.5
|
|
|
8.7
|
%
|
|
|
|
7.7
|
%
|
|
|||
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assignment
|
|
1,123.9
|
|
|
862.8
|
|
|
967.3
|
|
|
30.3
|
%
|
|
|
|
16.2
|
%
|
|
|||
Permanent placement
|
|
66.2
|
|
|
52.6
|
|
|
62.0
|
|
|
25.9
|
%
|
|
|
|
6.9
|
%
|
|
|||
|
|
$
|
1,190.1
|
|
|
$
|
915.4
|
|
|
$
|
1,029.3
|
|
|
30.0
|
%
|
|
|
|
15.6
|
%
|
|
Percentage of total revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex
|
|
74.5
|
%
|
|
69.5
|
%
|
|
72.6
|
%
|
|
|
|
|
|
|
|
|||||
Oxford
|
|
25.5
|
%
|
|
30.5
|
%
|
|
27.4
|
%
|
|
|
|
|
|
|
|
|||||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assignment
|
|
94.4
|
%
|
|
94.2
|
%
|
|
94.0
|
%
|
|
|
|
|
|
|
|
|||||
Permanent placement
|
|
5.6
|
%
|
|
5.8
|
%
|
|
6.0
|
%
|
|
|
|
|
|
|
|
|||||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic
|
|
95.2
|
%
|
|
95.5
|
%
|
|
95.6
|
%
|
|
|
|
|
|
|
|
|||||
Foreign
|
|
4.8
|
%
|
|
4.5
|
%
|
|
4.4
|
%
|
|
|
|
|
|
|
|
|||||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
Year-Over-Year
|
||||||||||||||
|
|
|
|
Reported
|
|
Pro Forma
|
|
Reported
|
|
Pro Forma
|
||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex
|
|
$
|
264.3
|
|
|
$
|
178.4
|
|
|
$
|
225.8
|
|
|
48.1
|
%
|
|
|
17.1
|
%
|
|
Oxford
|
|
125.6
|
|
|
116.0
|
|
|
116.9
|
|
|
8.3
|
%
|
|
|
7.4
|
%
|
|
|||
Consolidated
|
|
$
|
389.9
|
|
|
$
|
294.4
|
|
|
$
|
342.7
|
|
|
32.4
|
%
|
|
|
13.8
|
%
|
|
Gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex
|
|
29.8
|
%
|
|
28.0
|
%
|
|
30.2
|
%
|
|
1.8
|
%
|
|
|
(0.4
|
)%
|
|
|||
Oxford
|
|
41.4
|
%
|
|
41.6
|
%
|
|
41.5
|
%
|
|
(0.2
|
)%
|
|
|
(0.1
|
)%
|
|
|||
Consolidated
|
|
32.8
|
%
|
|
32.2
|
%
|
|
33.3
|
%
|
|
0.6
|
%
|
|
|
(0.5
|
)%
|
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Maximum Number of Shares (or Approximate Dollar Value) or Shares That May Yet be Purchased Under the Plans or Programs.
|
||||||
April
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
May
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
June
|
97,500
|
|
$
|
36.81
|
|
97,500
|
|
$
|
146,411,000
|
|
Total
|
97,500
|
|
$
|
36.81
|
|
97,500
|
|
$
|
146,411,000
|
|
|
ON ASSIGNMENT, INC.
|
|
|
|
|
Date: August 8, 2016
|
By:
|
/s/ Edward L. Pierce
|
|
|
Edward L. Pierce
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
(a)
|
Section 1.01
of the Credit Agreement is amended by:
|
(A)
|
““
Anti-Money Laundering Laws
” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to a Loan Party, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).”;
|
(B)
|
““
Bail-In Action
” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.”’;
|
(C)
|
““
Bail-In Legislation
” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.”;
|
(D)
|
““
EEA Financial Institution
” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.”;
|
(E)
|
““
EEA Member Country
” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.”;
|
(F)
|
““
EEA Resolution Authority
” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any credit institution or investment firm established in any EEA Member Country.”;
|
(G)
|
““
EU Bail-In Legislation Schedule
” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor thereto), as in effect from time to time. ”;
|
(H)
|
““
First Amendment Effective Date
” means August 5, 2016.”; and
|
(I)
|
““
Write-Down and Conversion Powers
” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.”.
|
(a)
|
None of (i) the Borrower or any Subsidiary, or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, employees or Affiliates, or (ii) to the knowledge of the Borrower, any agent or representative of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Facilities, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) is controlled by or is acting on behalf of a Sanctioned Person, (C) has its assets located in a Sanctioned Country, or (D) derives revenues from investments in, or transactions with, Sanctioned Persons.
|
(b)
|
The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Controlled Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
|
(c)
|
Each of the Borrower and its Subsidiaries, and to the knowledge of the Borrower, each director, officer, employee, agent and Controlled Affiliate of the Borrower and each such Subsidiary, is in compliance with all Anti-
|
(d)
|
No proceeds of any Credit Extension have been used, by the Borrower or any of its Subsidiaries in violation of
Section 6.11
.”.
|
ADMINISTRATIVE AGENT
:
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
,
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 8, 2016
|
|
/s/ Peter T. Dameris
|
Peter T. Dameris
|
President and Chief Executive Officer
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 8, 2016
|
|
/s/ Edward L. Pierce
|
Edward L. Pierce
|
Executive Vice President and Chief Financial Officer
|
(a)
|
the Quarterly Report on Form 10-Q of the Company for the period ended
June 30, 2016
filed on the date hereof with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(b)
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 8, 2016
|
By:
|
/s/ Peter T. Dameris
|
|
|
Peter T. Dameris
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
the Quarterly Report on Form 10-Q of the Company for the period ended
June 30, 2016
filed on the date hereof with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(b)
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 8, 2016
|
By:
|
/s/ Edward L. Pierce
|
|
|
Edward L. Pierce
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|