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
|
|
Emerging growth company
o
|
ON ASSIGNMENT, INC. AND SUBSIDIARIES
INDEX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
27,977
|
|
|
$
|
27,044
|
|
Accounts receivable, net of allowance of $9,504 and $8,093, respectively
|
432,718
|
|
|
386,858
|
|
||
Prepaid expenses and income taxes
|
7,644
|
|
|
6,331
|
|
||
Workers' compensation receivable
|
14,312
|
|
|
14,001
|
|
||
Other current assets
|
3,103
|
|
|
3,290
|
|
||
Total current assets
|
485,754
|
|
|
437,524
|
|
||
Property and equipment, net
|
58,231
|
|
|
56,942
|
|
||
Goodwill
|
893,776
|
|
|
873,513
|
|
||
Identifiable intangible assets, net
|
361,140
|
|
|
377,730
|
|
||
Other non-current assets
|
5,967
|
|
|
6,958
|
|
||
Total assets
|
$
|
1,804,868
|
|
|
$
|
1,752,667
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
6,164
|
|
|
$
|
6,266
|
|
Accrued payroll and contract professional pay
|
127,005
|
|
|
111,596
|
|
||
Workers’ compensation loss reserves
|
16,527
|
|
|
15,784
|
|
||
Income taxes payable
|
15,127
|
|
|
1,260
|
|
||
Other current liabilities
|
24,373
|
|
|
27,593
|
|
||
Total current liabilities
|
189,196
|
|
|
162,499
|
|
||
Long-term debt
|
609,997
|
|
|
640,355
|
|
||
Deferred income tax liabilities
|
74,860
|
|
|
74,282
|
|
||
Other long-term liabilities
|
5,837
|
|
|
6,592
|
|
||
Total liabilities
|
879,890
|
|
|
883,728
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
|
|
||
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, 51,991,815
and 52,716,388 issued and outstanding, respectively
|
520
|
|
|
527
|
|
||
Paid-in capital
|
567,731
|
|
|
562,862
|
|
||
Retained earnings
|
361,122
|
|
|
315,573
|
|
||
Accumulated other comprehensive loss
|
(4,395
|
)
|
|
(10,023
|
)
|
||
Total stockholders’ equity
|
924,978
|
|
|
868,939
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,804,868
|
|
|
$
|
1,752,667
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
September 30,
|
September 30,
|
||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
$
|
667,048
|
|
|
$
|
629,401
|
|
|
$
|
1,946,889
|
|
|
$
|
1,819,529
|
|
Costs of services
|
448,733
|
|
|
422,281
|
|
|
1,317,493
|
|
|
1,222,541
|
|
||||
Gross profit
|
218,315
|
|
|
207,120
|
|
|
629,396
|
|
|
596,988
|
|
||||
Selling, general and administrative expenses
|
149,197
|
|
|
141,968
|
|
|
440,446
|
|
|
423,199
|
|
||||
Amortization of intangible assets
|
8,248
|
|
|
9,742
|
|
|
25,011
|
|
|
29,918
|
|
||||
Operating income
|
60,870
|
|
|
55,410
|
|
|
163,939
|
|
|
143,871
|
|
||||
Interest expense
|
(7,099
|
)
|
|
(8,294
|
)
|
|
(21,667
|
)
|
|
(25,278
|
)
|
||||
Income before income taxes
|
53,771
|
|
|
47,116
|
|
|
142,272
|
|
|
118,593
|
|
||||
Provision for income taxes
|
18,892
|
|
|
17,341
|
|
|
51,775
|
|
|
45,457
|
|
||||
Income from continuing operations
|
34,879
|
|
|
29,775
|
|
|
90,497
|
|
|
73,136
|
|
||||
Income (loss) from discontinued operations, net of income taxes
|
(23
|
)
|
|
(7
|
)
|
|
(153
|
)
|
|
37
|
|
||||
Net income
|
$
|
34,856
|
|
|
$
|
29,768
|
|
|
$
|
90,344
|
|
|
$
|
73,173
|
|
|
|
|
|
|
|
|
|
||||||||
Per share income from continuing operations and net income:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.66
|
|
|
$
|
0.56
|
|
|
$
|
1.72
|
|
|
$
|
1.37
|
|
Diluted
|
$
|
0.66
|
|
|
$
|
0.55
|
|
|
$
|
1.70
|
|
|
$
|
1.36
|
|
|
|
|
|
|
|
|
|
||||||||
Number of shares and share equivalents used to calculate earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
52,500
|
|
|
53,275
|
|
|
52,660
|
|
|
53,281
|
|
||||
Diluted
|
53,173
|
|
|
53,768
|
|
|
53,319
|
|
|
53,787
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Reconciliation of net income to comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
34,856
|
|
|
$
|
29,768
|
|
|
$
|
90,344
|
|
|
$
|
73,173
|
|
Foreign currency translation adjustment
|
1,783
|
|
|
420
|
|
|
5,628
|
|
|
680
|
|
||||
Comprehensive income
|
$
|
36,639
|
|
|
$
|
30,188
|
|
|
$
|
95,972
|
|
|
$
|
73,853
|
|
|
Nine Months Ended
|
||||||
September 30,
|
|||||||
|
2017
|
|
2016
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income
|
$
|
90,344
|
|
|
$
|
73,173
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
43,493
|
|
|
46,171
|
|
||
Stock-based compensation
|
17,943
|
|
|
19,803
|
|
||
Provision for doubtful accounts and billing adjustments
|
9,216
|
|
|
8,678
|
|
||
Fair value adjustment for contingent consideration
|
—
|
|
|
613
|
|
||
Workers’ compensation provision
|
2,383
|
|
|
1,939
|
|
||
Other
|
5,967
|
|
|
4,065
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(51,936
|
)
|
|
(47,385
|
)
|
||
Prepaid expenses and income taxes
|
(958
|
)
|
|
6,840
|
|
||
Accounts payable
|
(135
|
)
|
|
(3,525
|
)
|
||
Accrued payroll and contract professional pay
|
14,291
|
|
|
25,352
|
|
||
Income taxes payable
|
13,426
|
|
|
15,070
|
|
||
Workers’ compensation loss reserves
|
(1,952
|
)
|
|
(1,913
|
)
|
||
Payments of accrued earn-outs
|
—
|
|
|
(4,780
|
)
|
||
Other
|
(3,895
|
)
|
|
(1,194
|
)
|
||
Net cash provided by operating activities
(1)
|
138,187
|
|
|
142,907
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Cash paid for property and equipment
|
(18,038
|
)
|
|
(20,551
|
)
|
||
Cash received from sale of discontinued operations, net
|
—
|
|
|
6,000
|
|
||
Cash paid for acquisitions, net
|
(25,828
|
)
|
|
—
|
|
||
Other
|
—
|
|
|
(787
|
)
|
||
Net cash used in investing activities
|
(43,866
|
)
|
|
(15,338
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Principal payments of long-term debt
|
(69,500
|
)
|
|
(106,000
|
)
|
||
Proceeds from long-term debt
|
37,000
|
|
|
7,000
|
|
||
Debt issuance or amendment costs
|
(3,273
|
)
|
|
(889
|
)
|
||
Proceeds from option exercises and employee stock purchase plan
|
7,690
|
|
|
9,458
|
|
||
Payment of employment taxes related to release of restricted stock awards
|
(7,785
|
)
|
|
(5,968
|
)
|
||
Repurchase of common stock
|
(58,949
|
)
|
|
(21,470
|
)
|
||
Payments of accrued earn-outs
|
—
|
|
|
(16,814
|
)
|
||
Net cash used in financing activities
(1)
|
(94,817
|
)
|
|
(134,683
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1,429
|
|
|
217
|
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
933
|
|
|
(6,897
|
)
|
||
Cash and Cash Equivalents at Beginning of Year
|
27,044
|
|
|
23,869
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
27,977
|
|
|
$
|
16,972
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
||||
Cash paid for:
|
|
|
|
||||
Income taxes
|
$
|
37,716
|
|
|
$
|
23,974
|
|
Interest
|
$
|
18,980
|
|
|
$
|
20,798
|
|
Supplemental Disclosure of Non-Cash Transactions
|
|
|
|
||||
Unpaid portion of additions to property and equipment
|
$
|
2,063
|
|
|
$
|
1,415
|
|
Unsettled repurchases of common stock
|
$
|
1,074
|
|
|
$
|
1,100
|
|
|
Apex Segment
|
|
Oxford Segment
|
|
Total
|
||||||
Balance as of December 31, 2015
|
$
|
644,617
|
|
|
$
|
230,289
|
|
|
$
|
874,906
|
|
Translation adjustment
|
—
|
|
|
(1,393
|
)
|
|
(1,393
|
)
|
|||
Balance as of December 31, 2016
|
644,617
|
|
|
228,896
|
|
|
873,513
|
|
|||
Stratacuity acquisition
|
17,493
|
|
|
—
|
|
|
17,493
|
|
|||
Translation adjustment
|
—
|
|
|
2,770
|
|
|
2,770
|
|
|||
Balance as of September 30, 2017
|
$
|
662,110
|
|
|
$
|
231,666
|
|
|
$
|
893,776
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
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
|
|
$
|
202,474
|
|
|
$
|
114,065
|
|
|
$
|
88,409
|
|
|
$
|
196,204
|
|
|
$
|
98,804
|
|
|
$
|
97,400
|
|
Contractor relationships
|
2 - 5 years
|
|
71,103
|
|
|
57,174
|
|
|
13,929
|
|
|
69,721
|
|
|
50,528
|
|
|
19,193
|
|
||||||
Non-compete agreements
|
2 - 7 years
|
|
11,845
|
|
|
6,145
|
|
|
5,700
|
|
|
10,861
|
|
|
4,922
|
|
|
5,939
|
|
||||||
In-use software
|
6 years
|
|
18,900
|
|
|
12,029
|
|
|
6,871
|
|
|
18,900
|
|
|
9,666
|
|
|
9,234
|
|
||||||
Favorable contracts
|
5 years
|
|
900
|
|
|
618
|
|
|
282
|
|
|
900
|
|
|
453
|
|
|
447
|
|
||||||
|
|
|
305,222
|
|
|
190,031
|
|
|
115,191
|
|
|
296,586
|
|
|
164,373
|
|
|
132,213
|
|
||||||
Not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
|
|
245,949
|
|
|
—
|
|
|
245,949
|
|
|
245,517
|
|
|
—
|
|
|
245,517
|
|
||||||
Total
|
|
|
$
|
551,171
|
|
|
$
|
190,031
|
|
|
$
|
361,140
|
|
|
$
|
542,103
|
|
|
$
|
164,373
|
|
|
$
|
377,730
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
$200 million revolving credit facility
|
$
|
29,500
|
|
|
$
|
—
|
|
Term B loan facility
|
594,000
|
|
|
656,000
|
|
||
|
623,500
|
|
|
656,000
|
|
||
Unamortized deferred loan costs
|
(13,503
|
)
|
|
(15,645
|
)
|
||
|
$
|
609,997
|
|
|
$
|
640,355
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
September 30, 2016
|
|
September 30, 2016
|
||||
Balance at beginning of period
|
$
|
(5,843
|
)
|
|
$
|
(20,981
|
)
|
Payments on contingent consideration
|
5,843
|
|
|
21,594
|
|
||
Fair value adjustment
|
—
|
|
|
(613
|
)
|
||
Balance at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Weighted average number of common shares outstanding used to compute basic earnings per share
|
52,500
|
|
|
53,275
|
|
|
52,660
|
|
|
53,281
|
|
Dilutive effect of stock-based awards
|
673
|
|
|
493
|
|
|
659
|
|
|
506
|
|
Number of shares used to compute diluted earnings per share
|
53,173
|
|
|
53,768
|
|
|
53,319
|
|
|
53,787
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||||||||||
|
September 30, 2017
|
|
September 30
, 2016
|
||||||||||||||||||||||||||||
|
Apex
|
|
Oxford
|
|
Corporate
(1)
|
|
Total
|
|
Apex
|
|
Oxford
|
|
Corporate
(1)
|
|
Total
|
||||||||||||||||
Revenues
|
$
|
517,492
|
|
|
$
|
149,556
|
|
|
$
|
—
|
|
|
$
|
667,048
|
|
|
$
|
473,546
|
|
|
$
|
155,855
|
|
|
$
|
—
|
|
|
$
|
629,401
|
|
Gross profit
|
155,783
|
|
|
62,532
|
|
|
—
|
|
|
218,315
|
|
|
143,681
|
|
|
63,439
|
|
|
—
|
|
|
207,120
|
|
||||||||
Operating income
|
59,016
|
|
|
16,088
|
|
|
(14,234
|
)
|
|
60,870
|
|
|
53,982
|
|
|
14,429
|
|
|
(13,001
|
)
|
|
55,410
|
|
||||||||
Amortization
|
7,194
|
|
|
1,054
|
|
|
—
|
|
|
8,248
|
|
|
8,590
|
|
|
1,152
|
|
|
—
|
|
|
9,742
|
|
|
Nine Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||||
|
September 30, 2017
|
|
September 30
, 2016
|
||||||||||||||||||||||||||||
|
Apex
|
|
Oxford
|
|
Corporate
(1)
|
|
Total
|
|
Apex
|
|
Oxford
|
|
Corporate
(1)
|
|
Total
|
||||||||||||||||
Revenues
|
$
|
1,502,462
|
|
|
$
|
444,427
|
|
|
$
|
—
|
|
|
$
|
1,946,889
|
|
|
$
|
1,360,424
|
|
|
$
|
459,105
|
|
|
$
|
—
|
|
|
$
|
1,819,529
|
|
Gross profit
|
445,925
|
|
|
183,471
|
|
|
—
|
|
|
629,396
|
|
|
407,990
|
|
|
188,998
|
|
|
—
|
|
|
596,988
|
|
||||||||
Operating income
|
162,679
|
|
|
39,525
|
|
|
(38,265
|
)
|
|
163,939
|
|
|
144,158
|
|
|
41,045
|
|
|
(41,332
|
)
|
|
143,871
|
|
||||||||
Amortization
|
21,983
|
|
|
3,028
|
|
|
—
|
|
|
25,011
|
|
|
25,770
|
|
|
4,148
|
|
|
—
|
|
|
29,918
|
|
(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
|
|
Nine Months Ended
|
||||||||||||||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||||||||||||||
|
2017
|
|
%
|
|
2016
|
|
%
|
|
2017
|
|
%
|
|
2016
|
|
%
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assignment
|
$
|
634,339
|
|
|
95.1
|
%
|
|
$
|
596,437
|
|
|
94.8
|
%
|
|
$
|
1,848,868
|
|
|
95.0
|
%
|
|
$
|
1,720,312
|
|
|
94.5
|
%
|
Permanent placement
|
32,709
|
|
|
4.9
|
%
|
|
32,964
|
|
|
5.2
|
%
|
|
98,021
|
|
|
5.0
|
%
|
|
99,217
|
|
|
5.5
|
%
|
||||
|
$
|
667,048
|
|
|
100.0
|
%
|
|
$
|
629,401
|
|
|
100.0
|
%
|
|
$
|
1,946,889
|
|
|
100.0
|
%
|
|
$
|
1,819,529
|
|
|
100.0
|
%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||||||||||||||
|
2017
|
|
%
|
|
2016
|
|
%
|
|
2017
|
|
%
|
|
2016
|
|
%
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Domestic
|
$
|
632,584
|
|
|
94.8
|
%
|
|
$
|
599,991
|
|
|
95.3
|
%
|
|
$
|
1,849,567
|
|
|
95.0
|
%
|
|
$
|
1,732,594
|
|
|
95.2
|
%
|
Foreign
|
34,464
|
|
|
5.2
|
%
|
|
29,410
|
|
|
4.7
|
%
|
|
97,322
|
|
|
5.0
|
%
|
|
86,935
|
|
|
4.8
|
%
|
||||
|
$
|
667,048
|
|
|
100.0
|
%
|
|
$
|
629,401
|
|
|
100.0
|
%
|
|
$
|
1,946,889
|
|
|
100.0
|
%
|
|
$
|
1,819,529
|
|
|
100.0
|
%
|
|
|
Three Months Ended
September 30,
|
|
|
Year-Over-Year
Growth Rates
|
|
|||||||
|
|
2017
|
|
2016
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|||||
Revenues by segment:
|
|
|
|
|
|
|
|
|
|||||
Apex:
|
|
|
|
|
|
|
|
|
|||||
Assignment
|
|
$
|
506.4
|
|
|
$
|
462.0
|
|
|
|
9.6
|
%
|
|
Permanent placement
|
|
11.1
|
|
|
11.6
|
|
|
|
(3.4
|
)%
|
|
||
|
|
517.5
|
|
|
473.6
|
|
|
|
9.3
|
%
|
|
||
Oxford:
|
|
|
|
|
|
|
|
|
|||||
Assignment
|
|
128.0
|
|
|
134.4
|
|
|
|
(4.8
|
)%
|
|
||
Permanent placement
|
|
21.6
|
|
|
21.4
|
|
|
|
0.6
|
%
|
|
||
|
|
149.6
|
|
|
155.8
|
|
|
|
(4.0
|
)%
|
|
||
Consolidated:
|
|
|
|
|
|
|
|
|
|||||
Assignment
|
|
634.4
|
|
|
596.4
|
|
|
|
6.4
|
%
|
|
||
Permanent placement
|
|
32.7
|
|
|
33.0
|
|
|
|
(0.8
|
)%
|
|
||
|
|
$
|
667.1
|
|
|
$
|
629.4
|
|
|
|
6.0
|
%
|
|
Percentage of total revenues:
|
|
|
|
|
|
|
|
|
|||||
Apex
|
|
77.6
|
%
|
|
75.2
|
%
|
|
|
|
|
|||
Oxford
|
|
22.4
|
%
|
|
24.8
|
%
|
|
|
|
|
|||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
Assignment
|
|
95.1
|
%
|
|
94.8
|
%
|
|
|
|
|
|||
Permanent placement
|
|
4.9
|
%
|
|
5.2
|
%
|
|
|
|
|
|||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
Domestic
|
|
94.8
|
%
|
|
95.3
|
%
|
|
|
|
|
|||
Foreign
|
|
5.2
|
%
|
|
4.7
|
%
|
|
|
|
|
|||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
Year-Over-Year
Growth Rates
|
|
|||||||
|
|
2017
|
|
2016
|
|
|
|
||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|||||
Apex
|
|
$
|
155.7
|
|
|
$
|
143.7
|
|
|
|
8.4
|
%
|
|
Oxford
|
|
62.6
|
|
|
63.4
|
|
|
|
(1.4
|
)%
|
|
||
Consolidated
|
|
$
|
218.3
|
|
|
$
|
207.1
|
|
|
|
5.4
|
%
|
|
Gross margin:
|
|
|
|
|
|
|
|
|
|||||
Apex
|
|
30.1
|
%
|
|
30.3
|
%
|
|
|
|
|
|||
Oxford
|
|
41.8
|
%
|
|
40.7
|
%
|
|
|
|
|
|||
Consolidated
|
|
32.7
|
%
|
|
32.9
|
%
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
Year-Over-Year
Growth Rates
|
|
||||||||
|
|
2017
|
|
2016
|
|
|
||||||
Revenues by segment:
|
|
|
|
|
|
|
|
|||||
Apex:
|
|
|
|
|
|
|
|
|||||
Assignment
|
|
$
|
1,469.0
|
|
|
$
|
1,325.5
|
|
|
10.8
|
%
|
|
Permanent placement
|
|
33.5
|
|
|
34.9
|
|
|
(4.1
|
)%
|
|
||
|
|
1,502.5
|
|
|
1,360.4
|
|
|
10.4
|
%
|
|
||
Oxford:
|
|
|
|
|
|
|
|
|||||
Assignment
|
|
379.9
|
|
|
394.8
|
|
|
(3.8
|
)%
|
|
||
Permanent placement
|
|
64.5
|
|
|
64.3
|
|
|
0.3
|
%
|
|
||
|
|
444.4
|
|
|
459.1
|
|
|
(3.2
|
)%
|
|
||
Consolidated:
|
|
|
|
|
|
|
|
|||||
Assignment
|
|
1,848.9
|
|
|
1,720.3
|
|
|
7.5
|
%
|
|
||
Permanent placement
|
|
98.0
|
|
|
99.2
|
|
|
(1.2
|
)%
|
|
||
|
|
$
|
1,946.9
|
|
|
$
|
1,819.5
|
|
|
7.0
|
%
|
|
Percentage of total revenues:
|
|
|
|
|
|
|
|
|||||
Apex
|
|
77.2
|
%
|
|
74.8
|
%
|
|
|
|
|||
Oxford
|
|
22.8
|
%
|
|
25.2
|
%
|
|
|
|
|||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Assignment
|
|
95.0
|
%
|
|
94.5
|
%
|
|
|
|
|||
Permanent placement
|
|
5.0
|
%
|
|
5.5
|
%
|
|
|
|
|||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Domestic
|
|
95.0
|
%
|
|
95.2
|
%
|
|
|
|
|||
Foreign
|
|
5.0
|
%
|
|
4.8
|
%
|
|
|
|
|||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
Year-Over-Year
Growth Rates
|
|
|||||||
|
|
2017
|
|
2016
|
|
|
|
||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|||||
Apex
|
|
$
|
445.9
|
|
|
$
|
408.0
|
|
|
|
9.3
|
%
|
|
Oxford
|
|
183.5
|
|
|
189.0
|
|
|
|
(2.9
|
)%
|
|
||
Consolidated
|
|
$
|
629.4
|
|
|
$
|
597.0
|
|
|
|
5.4
|
%
|
|
Gross margin:
|
|
|
|
|
|
|
|
|
|||||
Apex
|
|
29.7
|
%
|
|
30.0
|
%
|
|
|
|
|
|||
Oxford
|
|
41.3
|
%
|
|
41.2
|
%
|
|
|
|
|
|||
Consolidated
|
|
32.3
|
%
|
|
32.8
|
%
|
|
|
|
|
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
(or Approximate Dollar Value)
of Shares That May Yet be Purchased Under the Plans or Programs
|
||||||||
July
|
20,000
|
|
|
$
|
48.99
|
|
20,000
|
|
|
$
|
95,788,000
|
|
August
|
649,618
|
|
|
$
|
46.98
|
|
649,618
|
|
|
65,272,000
|
|
|
September
|
330,000
|
|
|
$
|
49.67
|
|
330,000
|
|
|
48,882,000
|
|
|
Total
|
999,618
|
|
|
$
|
47.90
|
|
999,618
|
|
|
$
|
48,882,000
|
|
|
ON ASSIGNMENT, INC.
|
|
|
|
|
Date: November 7, 2017
|
By:
|
/s/ Edward L. Pierce
|
|
|
Edward L. Pierce
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Pricing Level
|
Consolidated Total Leverage Ratio
|
Revolving Credit Facility
|
Letters of Credit Fees
|
Commitment Fees
|
|
Eurodollar Rate Loans
|
Base Rate Loans
|
||||
1
|
≥ 3.00 : 1.00
|
2.25%
|
1.25%
|
2.25%
|
0.35%
|
2
|
< 3.00 : 1.00 but
≥ 2.75 : 1.00
|
2.00%
|
1.00%
|
2.00%
|
0.30%
|
3
|
< 2.75 : 1.00 but
≥ 2.25 : 1.00
|
1.75%
|
0.75%
|
1.75%
|
0.25%
|
4
|
< 2.25 : 1.00 but
≥ 1.75 : 1.00
|
1.50%
|
0.50%
|
1.50%
|
0.20%
|
5
|
<1.75 : 1.00
|
1.25%
|
0.25%
|
1.25%
|
0.20%
|
ADMINISTRATIVE AGENT
:
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
,
|
LENDERS
:
|
Bank of America, N.A., as a Lender
|
(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: November 6, 2017
|
|
/s/ Peter T. Dameris
|
Peter T. Dameris
|
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: November 7, 2017
|
|
/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
September 30, 2017
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: November 6, 2017
|
By:
|
/s/ Peter T. Dameris
|
|
|
Peter T. Dameris
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
the Quarterly Report on Form 10-Q of the Company for the period ended
September 30, 2017
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: November 7, 2017
|
By:
|
/s/ Edward L. Pierce
|
|
|
Edward L. Pierce
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|