1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number: 0-20540 ON ASSIGNMENT, INC. (Exact name of registrant as specified in its charter) DELAWARE 95-4023433 (State of Incorporation) (IRS Employer Identification No.) 26651 WEST AGOURA ROAD, CALABASAS, CA 91302 (Address of principal executive offices) (Zip Code) (818) 878-7900 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] At October 31, 2000, the total number of outstanding shares of the Company's Common Stock ($0.01 par value) was 23,067,979.
2 ON ASSIGNMENT, INC. INDEX <TABLE> <CAPTION> PART I - FINANCIAL INFORMATION PAGE NUMBER <S> <C> Item 1 - Consolidated Financial Statements Consolidated Balance Sheets at September 30, 2000 and December 31, 1999 3 Consolidated Statements of Income and Comprehensive Income for the three months ended September 30, 2000 and September 30, 1999 4 Consolidated Statements of Income and Comprehensive Income for the nine months ended September 30, 2000 and September 30, 1999 5 Consolidated Statements of Cash Flows for the nine months ended September 30, 2000 and September 30, 1999 6-7 Notes to Consolidated Financial Statements 8-10 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 11-15 Item 3 - Quantitative and Qualitative Disclosures about Market Risk 15 PART II - OTHER INFORMATION Item 4 - Submission of Matters to a Vote of Security Holders 16 Item 5 - Other information 16 Item 6 - Exhibits and Reports on Form 8-K 16 Signatures 17 </TABLE> 2
3 PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS ON ASSIGNMENT, INC. CONSOLIDATED BALANCE SHEETS <TABLE> <CAPTION> - --------------------------------------------------------------------------------- September 30, December 31, 2000 1999 ------------ ------------ <S> <C> <C> ASSETS CURRENT ASSETS: Cash and cash equivalents $ 44,792,000 $ 24,120,000 Marketable securities 3,559,000 11,151,000 Accounts receivable, net (Note 3) 27,439,000 22,780,000 Advances and deposits 272,000 74,000 Prepaid expenses 1,308,000 1,800,000 Officer loan receivable 300,000 400,000 Income taxes receivable 0 681,000 Deferred income taxes 2,351,000 2,056,000 ------------ ------------ Total current assets 80,021,000 63,062,000 ------------ ------------ Office Furniture, Equipment and Leasehold Improvements, net (Note 4) 3,348,000 3,510,000 Marketable securities 11,706,000 2,256,000 Deferred income taxes 349,000 274,000 Workers' compensation restricted deposits 240,000 169,000 Goodwill, net (Note 5) 1,731,000 1,468,000 Other assets 1,544,000 1,001,000 ------------ ------------ TOTAL ASSETS $ 98,939,000 $ 71,740,000 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 712,000 $ 1,067,000 Accrued payroll 5,142,000 4,203,000 Income taxes payable 1,056,000 0 Deferred compensation 1,646,000 807,000 Accrued workers' compensation 1,408,000 1,447,000 Other accrued expenses 741,000 769,000 ------------ ------------ Total current liabilities 10,705,000 8,293,000 ------------ ------------ STOCKHOLDERS' EQUITY: Preferred stock 0 0 Common stock (Note 7) 230,000 223,000 Paid-in capital (Note 7) 28,823,000 17,903,000 Deferred compensation liability 294,000 294,000 Retained earnings 66,675,000 52,850,000 Accumulated other comprehensive income (loss) 24,000 (11,000) ------------ ------------ 96,046,000 71,259,000 Less: Treasury shares, at cost (Note 8) 7,812,000 7,812,000 ------------ ------------ Total stockholders' equity 88,234,000 63,447,000 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 98,939,000 $ 71,740,000 ============ ============ </TABLE> See accompanying Notes to Consolidated Financial Statements 3
4 PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS ON ASSIGNMENT, INC. CONSOLIDATED STATEMENTS OF INCOME - -------------------------------------------------------------------------------- <TABLE> <CAPTION> Three Months Ended September 30, -------------------------------- 2000 1999 ------------ ------------ <S> <C> <C> Revenues (Note 6) $ 51,109,000 $ 42,227,000 Cost of services 34,328,000 28,450,000 ------------ ------------ Gross profit 16,781,000 13,777,000 Selling, general and administrative expenses 9,347,000 8,177,000 ------------ ------------ Operating income 7,434,000 5,600,000 Interest income 679,000 414,000 ------------ ------------ Income before income taxes 8,113,000 6,014,000 Provision for income taxes 3,018,000 2,231,000 ------------ ------------ Net income $ 5,095,000 $ 3,783,000 ============ ============ Basic earnings per share (Note 9) $ .23 $ 0.17 ============ ============ Weighted average number of common shares outstanding (Note 9) 22,312,000 21,839,000 ============ ============ Diluted earnings per share (Note 9) $ .22 $ 0.17 ============ ============ Weighted average number of common and common equivalent shares outstanding (Note 9) 23,233,000 22,274,000 ============ ============ </TABLE> CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - -------------------------------------------------------------------------------- <TABLE> <CAPTION> Three Months Ended September 30, -------------------------------- 2000 1999 ------------ ------------ <S> <C> <C> Net income $ 5,095,000 $ 3,783,000 Other comprehensive income (loss): Foreign currency translation adjustment 13,000 (9,000) ------------ ------------ Comprehensive income $ 5,108,000 $ 3,774,000 ============ ============ </TABLE> See accompanying Notes to Consolidated Financial Statements 4
5 PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS ON ASSIGNMENT, INC. CONSOLIDATED STATEMENTS OF INCOME <TABLE> <CAPTION> - ---------------------------------------------------------------------------------- Nine Months Ended September 30, ------------------------------- 2000 1999 ------------ ------------ <S> <C> <C> Revenues (Note 6) $143,272,000 $116,288,000 Cost of services 96,390,000 78,543,000 ------------ ------------ Gross profit 46,882,000 37,745,000 Selling, general and administrative expenses 26,573,000 22,581,000 ------------ ------------ Operating income 20,309,000 15,164,000 Interest income 1,696,000 1,220,000 ------------ ------------ Income before income taxes 22,005,000 16,384,000 Provision for income taxes 8,180,000 6,088,000 ------------ ------------ Net income $ 13,825,000 $ 10,296,000 ============ ============ Basic earnings per share (Note 9) $ 0.63 $ 0.47 ============ ============ Weighted average number of common shares outstanding (Note 9) 22,113,000 21,990,000 ============ ============ Diluted earnings per share (Note 9) $ 0.60 $ 0.46 ============ ============ Weighted average number of common and common equivalent shares outstanding (Note 9) 23,031,000 22,484,000 ============ ============ </TABLE> CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME <TABLE> <CAPTION> - ---------------------------------------------------------------------------------- Nine Months Ended September 30, 2000 1999 ------------ ------------ <S> <C> <C> Net income $ 13,825,000 $ 10,296,000 Other comprehensive income: Foreign currency translation adjustment 35,000 10,000 ------------ ------------ Comprehensive income $ 13,860,000 $ 10,306,000 ============ ============ </TABLE> See accompanying Notes to Consolidated Financial Statements 5
6 PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS ON ASSIGNMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS <TABLE> <CAPTION> - ------------------------------------------------------------------------------------------------- Nine Months Ended September 30, ------------------------------- 2000 1999 ------------ ------------ <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 13,825,000 $ 10,296,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,021,000 841,000 Tax benefit of disqualifying dispositions 3,232,000 815,000 Increase in allowance for doubtful accounts 474,000 493,000 Decrease in income taxes receivable 681,000 20,000 Increase in deferred income taxes (339,000) (343,000) Loss on disposal of office furniture and equipment 28,000 0 Increase in accounts receivable (5,202,000) (3,216,000) Increase in accounts payable and accrued expenses 1,393,000 1,033,000 Increase (Decrease) in income taxes payable 1,053,000 (815,000) (Increase) Decrease in workers' compensation deposits (71,000) 1,000 Decrease (Increase) in prepaid expenses 491,000 (97,000) ------------ ------------ Net cash provided by operating activities 16,586,000 9,028,000 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of marketable securities (5,036,000) (10,685,000) Proceeds from the maturity of marketable securities 3,178,000 3,960,000 Acquisition of office furniture, equipment and leasehold improvements (791,000) (1,337,000) Increase in advances and deposits (201,000) (53,000) Repayments of (Disbursements for) officer loan receivable 100,000 (400,000) Increase in other assets (548,000) (485,000) Acquisition (Note 11) (360,000) (360,000) ------------ ------------ Net cash used for investing activities (3,658,000) (9,360,000) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of common stock options 7,434,000 1,510,000 Proceeds from issuance of common stock - Employee Stock Purchase Plan 261,000 264,000 Repurchases of common stock 0 (4,804,000) ------------ ------------ Net cash provided by (used for) financing activities 7,695,000 (3,030,000) ------------ ------------ Effect of exchange rate changes on cash and cash equivalents 49,000 1,000 ------------ ------------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 20,672,000 (3,361,000) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 24,120,000 27,706,000 ------------ ------------ CASH AND CASH EQUIVALENTS, END OF PERIOD $ 44,792,000 $ 24,345,000 ============ ============ </TABLE> See accompanying Notes to Consolidated Financial Statements 6
7 PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS ON ASSIGNMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) - -------------------------------------------------------------------------------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: <TABLE> <CAPTION> Nine Months Ended September 30, ------------------------------- 2000 1999 ---------- ---------- <S> <C> <C> Cash paid during the period for income taxes, net of refunds $3,592,000 $6,410,000 ========== ========== Cash paid for Goodwill related to an acquisition (Note 11) $ 360,000 $ 360,000 ========== ========== </TABLE> See accompanying Notes to Consolidated Financial Statements 7
8 PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS ON ASSIGNMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 - -------------------------------------------------------------------------------- 1. The accompanying consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). This Report on Form 10-Q should be read in conjunction with the Company's annual report on Form 10-K/A for the year ended December 31, 1999. Certain information and footnote disclosures which are normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations. The information reflects all normal and recurring adjustments which, in the opinion of the Company's Management, are necessary for a fair presentation of the financial position of the Company and its results of operations for the interim periods set forth herein. The results for the three months or nine months ended September 30, 2000 are not necessarily indicative of the results to be expected for the full year or any other period. 2. The consolidated financial statements include the accounts of the Company and its wholly owned domestic and foreign subsidiaries. All significant intercompany accounts and transactions have been eliminated. 3. Accounts receivable are stated net of an allowance for doubtful accounts of $1,396,000 and $1,216,000 at September 30, 2000 and December 31, 1999, respectively. 4. Office furniture, equipment and leasehold improvements are stated net of accumulated depreciation and amortization of $5,097,000 and $4,268,000 at September 30, 2000 and December 31, 1999, respectively. 5. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired (See Note 11). It is being amortized on a straight-line basis over 15 years. Goodwill is stated net of accumulated amortization of $448,000 and $352,000 at September 30, 2000 and December 31, 1999, respectively. 6. Revenue from temporary assignments, net of credits and discounts, is recognized when earned, based on hours worked by the Company's temporary employees on a weekly basis. Permanent placement fees are recognized when earned, upon conversion of a temporary employee to a client's regular employee. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101), which provides additional guidance in applying generally accepted accounting principles to revenue recognition in the financial statements. The Company has evaluated the provisions of SAB 101 and believes its impact on their revenue recognition policy is immaterial. 7. At September 30, 2000 and December 31, 1999, Common Stock, at a par value of $0.01 per share, consisted of 75,000,000 and 25,000,000 shares authorized and 23,047,194 and 22,325,050 shares issued and outstanding, respectively. 8
9 PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS ON ASSIGNMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (continued) - -------------------------------------------------------------------------------- 8. On April 1, 1999, the Board of Directors authorized the Company to repurchase up to $15,000,000 of its common stock. The Company plans to make such purchases primarily in the open market, from time to time, at prevailing prices pursuant to rules and regulations of the Securities and Exchange Commission. At September 30, 2000 and December 31, 1999, the Company had repurchased 660,000 shares of its common stock at a total cost of $7,812,000. 9. The following is a reconciliation of the shares used to compute basic and diluted earnings per share: <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------ ------------------------ 2000 1999 2000 1999 ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> Weighted average number of shares outstanding used to compute basic earnings per share 22,312,000 21,839,000 22,113,000 21,990,000 Dilutive effect of stock options 921,000 435,000 918,000 494,000 ---------- ---------- ---------- ---------- Number of shares used to compute diluted earnings per share 23,233,000 22,274,000 23,031,000 22,484,000 ========== ========== ========== ========== </TABLE> 10. Indicated below is the information required to comply with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. Effective in the first quarter of 2000, management decided to change the composition of its reportable segments by reclassifying the Clinical Lab Staff division from the Lab Support segment to the Healthcare Financial Staffing segment as the division is managed and operated in the same manner as the Healthcare Financial Staffing division. The Healthcare Financial Staffing segment was renamed the Healthcare Staffing segment. The prior period segment information has been retroactively restated to reflect the change in reportable segments. As a result, the Company has two reportable operating segments: Lab Support and Healthcare Staffing. The Lab Support operating segment includes the combined results of the Lab Support and EnviroStaff divisions, as they have similar economic characteristics and they meet the aggregation criteria of SFAS No. 131. The Lab Support segment provides temporary and permanent placement services of laboratory and scientific professionals to the biotechnology, pharmaceutical, food and beverage, chemical and environmental industries. The Healthcare Staffing segment includes the combined results of the Healthcare Financial Staffing and Clinical Lab Staff divisions. The Healthcare Staffing segment provides temporary and permanent placement services of medical billing and collection and medical staffing professionals to the healthcare industry. 9
10 PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS ON ASSIGNMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (continued) - -------------------------------------------------------------------------------- The Company's management evaluates performance of each segment primarily based on revenues and operating income (before acquisition costs, interest and income taxes). The Company's management does not evaluate, manage or measure performance of segments using asset information, accordingly, asset information by segment is not disclosed. The information in the following table is derived directly from the segments' internal financial reporting used for corporate management purposes. Certain corporate expenses have not been allocated from the Lab Support segment to the Healthcare Staffing segment. <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ---------------------------- ---------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> Revenues: Lab Support $ 36,584,000 $ 31,192,000 $103,166,000 $ 87,963,000 Healthcare Staffing 14,525,000 11,035,000 40,106,000 28,325,000 ------------ ------------ ------------ ------------ $ 51,109,000 $ 42,227,000 $143,272,000 $116,288,000 ============ ============ ============ ============ Gross Profit: Lab Support $ 12,075,000 $ 10,135,000 $ 33,951,000 $ 28,451,000 Healthcare Staffing 4,706,000 3,642,000 12,931,000 9,294,000 ------------ ------------ ------------ ------------ $ 16,781,000 $ 13,777,000 $ 46,882,000 $ 37,745,000 ============ ============ ============ ============ Operating Income: Lab Support $ 5,087,000 $ 3,705,000 $ 13,825,000 $ 10,504,000 Healthcare Staffing 2,347,000 1,895,000 6,484,000 4,660,000 ------------ ------------ ------------ ------------ $ 7,434,000 $ 5,600,000 $ 20,309,000 $ 15,164,000 ============ ============ ============ ============ </TABLE> 11. On July 20, 1998, the Company acquired substantially all of the assets of LabStaffers, Inc., a provider of temporary science and medical laboratory professionals through its branches in Greensboro and Charlotte, N.C. The LabStaffers, Inc. offices and operations acquired have been added to the Company's Lab Support division. This acquisition has been accounted for using the purchase method of accounting. Pro Forma information is not presented as the impact on revenues, net income and earnings per share are not significant. Consideration for the purchase consisted of $808,000 in cash paid on the purchase date. In addition, in July 1999 and July 2000 the Company paid an additional $360,000 in cash in accordance with the agreement, bringing the total consideration for the purchase to $1,168,000 at September 30, 1999 and $1,528,000 at September 30, 2000. This contingent consideration has been added to goodwill in the accompanying Consolidated Balance Sheets. The payment made in July 2000 was the last contingent payment due under the purchase agreement. 10
11 PART I - FINANCIAL INFORMATION ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words "believes," "anticipates," "plans," "expects," "intends" and similar expressions are intended to identify forward-looking statements. The Company's actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, the Company's ability to attract, train and retain qualified Account Managers and temporary employees in the laboratory and scientific, environmental health and safety, medical billing and collections and clinical laboratory and medical staffing fields, management of growth, particularly in international markets, risks inherent in expansion into new international markets and new professions, the integration of acquired operations, and other risks discussed in "Risk Factors That May Affect Future Results" in Item 1 of the Company's Annual Report on Form 10-K/A for the year ended December 31, 1999, as well as those discussed elsewhere in this Report and from time to time in the Company's other reports filed with the Securities and Exchange Commission. All forward-looking statements in this document are based on information available to the Company as of the date hereof and the Company assumes no obligation to update any such forward-looking statements. CHANGES IN RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999: - -------------------------------------------------------------------------------- REVENUES - Revenues increased by 21.0% from $42,227,000 for the three months ended September 30, 1999, to $51,109,000 for the three months ended September 30, 2000, as a result of the increased revenues of the Lab Support and Healthcare Staffing segments. Lab Support segment's revenues increased by 17.3% from $31,192,000 for the three months ended September 30, 1999, to $36,584,000 for the three months ended September 30, 2000. The increase in revenue was primarily attributable to a 12.1% increase in the number of temporary employees on assignment and to a lesser extent to a 5.2% increase in average hourly billing rates and a 171.6% increase in conversion fee revenue from $490,000 for the three months ended September 30, 1999 to $1,331,000 for the three months ended September 30, 2000. The increase in the number of temporary employees on assignment was primarily attributable to the strong performance in most of the markets in which the Lab Support segment has older, more established branches and to a lesser extent the contribution of new offices opened in the past year. The increase in the Lab Support segment's revenues was partially offset by 1.5 fewer working days in the three month period and a decrease in the EnviroStaff division's revenues by 22.5% from $1,234,000 for the three months ended September 30, 1999 to $956,000 for the three months ended September 30, 2000. The decrease was primarily attributable to the continuing transition of the division's business away from serving clients in the remediation business and the resulting planned decline in remediation assignments and fewer working days in the 2000 period, partially offset by increases in average hourly billing rates and increased conversion fee revenue during the 2000 period. 11
12 PART I - FINANCIAL INFORMATION ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CHANGES IN RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999: (continued) - -------------------------------------------------------------------------------- Healthcare Staffing segment's revenues increased by 31.6% from $11,035,000 for the three months ended September 30, 1999, to $14,525,000 for the three months ended September 30, 2000. The increase in revenue was primarily attributable to a 31.4% increase in the number of temporary employees on assignment and to a lesser extent to a 3.5% increase in average hourly billing rates and a 130.0% increase in conversion fee revenue from $70,000 for the three months ended September 30, 1999 to $161,000 for the three months ended September 30, 2000. The increase in the number of temporary employees on assignment was primarily attributable to the strong performance in most of the markets in which the Healthcare Staffing segment has older, more established branches and to a lesser extent the contribution of new offices opened in the past year. The increase in the Healthcare Staffing segment's revenues was partially offset by 1.5 fewer working days in the three month period. COST OF SERVICES - Cost of services consists solely of compensation for temporary employees and payroll taxes, benefits and employment related expenses paid by the Company in connection with such compensation. Cost of services increased 20.7% from $28,450,000 for the three months ended September 30, 1999, to $34,328,000 for the three months ended September 30, 2000. The Lab Support segment's cost of services as a percentage of segment revenues decreased by 0.5% from 67.5% in the 1999 period to 67.0% in the 2000 period. This decrease was primarily attributable to a 1.5% decrease in temporary employee compensation and payroll taxes, partially offset by a 0.8% increase in employer paid benefits and training expenses and a 0.2% increase in workers' compensation expense. The Healthcare Staffing segment's cost of services as a percentage of segment revenues increased by 0.6% from 67.0% in the 1999 period to 67.6% in the 2000 period. This increase was primarily attributable to a 0.8% increase in employer paid benefits and training expenses and a 0.2% increase in workers' compensation expense, partially offset by a 0.4% decrease in temporary employee compensation and payroll taxes. The increase in workers' compensation for both segments was primarily due to higher insurance premiums in the 2000 period. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - Selling, general and administrative expenses include the costs associated with the Company's network of Account Managers and branch offices, including Account Manager compensation, rent, other office expenses and advertising for temporary employees, and corporate office expenses, such as the salaries of corporate operations and support personnel, management compensation, Account Manager recruiting and training expenses, corporate advertising and promotion, rent and other general and administrative expenses. Selling, general and administrative expenses increased 14.3% from $8,177,000 for the three months ended September 30, 1999, to $9,347,000 for the three months ended September 30, 2000. Selling, general and administrative expenses as a percentage of revenues decreased from 19.4% in the 1999 period to 18.3% in the 2000 period. This result was primarily attributable to leveraging a more efficient centralized support system over a larger revenue base, partially offset by the hiring of new Account Managers for the opening of new offices and the expansion of existing offices. INTEREST INCOME - Interest income increased 64.0% from $414,000 for the three months ended September 30, 1999, to $679,000 for the three months ended September 30, 2000. This increase was primarily the result of interest earned on higher interest-bearing cash, cash equivalent and marketable security account balances in the 2000 period. PROVISION FOR INCOME TAXES - Provision for income taxes increased 35.3% from $2,231,000 for the three months ended September 30, 1999, to $3,018,000 for the three months ended September 30, 2000. The Company's effective tax rate increased slightly from 37.1% in the 1999 period to 37.2% in the 2000 period. 12
13 PART I - FINANCIAL INFORMATION ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CHANGES IN RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999: - -------------------------------------------------------------------------------- REVENUES - Revenues increased by 23.2% from $116,288,000 for the nine months ended September 30, 1999, to $143,272,000 for the nine months ended September 30, 2000, as a result of the increased revenues of the Lab Support and Healthcare Staffing segments. Lab Support segment's revenues increased by 17.3% from $87,963,000 for the nine months ended September 30, 1999, to $103,166,000 for the nine months ended September 30, 2000. The increase in revenue was primarily attributable to a 10.6% increase in the number of temporary employees on assignment and to a lesser extent to a 5.0% increase in average hourly billing rates and a 132.0% increase in conversion fee revenue from $1,394,000 for the nine months ended September 30, 1999 to $3,234,000 for the nine months ended September 30, 2000. The increase in the number of temporary employees on assignment was primarily attributable to the strong performance in most of the markets in which the Lab Support segment has older, more established branches and to a lesser extent the contribution of new offices opened in the past year. The increase in the Lab Support segment's revenues was partially offset by a decrease in the EnviroStaff division's revenues by 18.8% from $3,376,000 for the nine months ended September 30, 1999 to $2,743,000 for the nine months ended September 30, 2000. The decrease was primarily attributable to the continuing transition of the division's business away from serving clients in the remediation business and the resulting planned decline in remediation assignments, partially offset by increases in average hourly billing rates, additional working days in the nine month period and increased conversion fee revenue during the 2000 period. Healthcare Staffing segment's revenues increased by 41.6% from $28,325,000 for the nine months ended September 30, 1999, to $40,106,000 for the nine months ended September 30, 2000. The increase in revenue was primarily attributable to a 38.4% increase in the number of temporary employees on assignment and to a lesser extent to a 4.7% increase in average hourly billing rates and a 68.5% increase in conversion fee revenue from $232,000 for the nine months ended September 30, 1999 to $391,000 for the nine months ended September 30, 2000. The increase in the number of temporary employees on assignment was primarily attributable to the strong performance in most of the markets in which the Healthcare Staffing segment has older, more established branches and to a lesser extent the contribution of new offices opened in the past year. COST OF SERVICES - Cost of services consists solely of compensation for temporary employees and payroll taxes, benefits and employment related expenses paid by the Company in connection with such compensation. Cost of services increased 22.7% from $78,543,000 for the nine months ended September 30, 1999, to $96,390,000 for the nine months ended September 30, 2000. The Lab Support segment's cost of services as a percentage of segment revenues decreased by 0.6% from 67.7% in the 1999 period to 67.1% in the 2000 period. This decrease was primarily attributable to a 1.2% decrease in temporary employee compensation and payroll taxes, partially offset by a 0.4% increase in employer paid benefits and training expenses and a 0.2% increase in workers' compensation expense. The Healthcare Staffing segment's cost of services as a percentage of segment revenues increased by 0.6% from 67.2% in the 1999 period to 67.8% in the 2000 period. This increase was primarily attributable to a 0.4% increase in employer paid benefits and training and a 0.3% increase in workers' compensation expense, partially offset by a 0.1% decrease in employee compensation and payroll taxes. The increase in workers' compensation for both segments was primarily due to higher insurance premiums in the 2000 period. 13
14 PART I - FINANCIAL INFORMATION ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CHANGES IN RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999: (continued) - -------------------------------------------------------------------------------- SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - Selling, general and administrative expenses include the costs associated with the Company's network of Account Managers and branch offices, including Account Manager compensation, rent, other office expenses and advertising for temporary employees, and corporate office expenses, such as the salaries of corporate operations and support personnel, management compensation, Account Manager recruiting and training expenses, corporate advertising and promotion, rent and other general and administrative expenses. Selling, general and administrative expenses increased 17.7% from $22,581,000 for the nine months ended September 30, 1999, to $26,573,000 for the nine months ended September 30, 2000. Selling, general and administrative expenses as a percentage of revenues decreased from 19.4% in the 1999 period to 18.5% in the 2000 period. This result was primarily attributable to leveraging a more efficient centralized support system over a larger revenue base, partially offset by the hiring of new Account Managers for the opening of new offices and the expansion of existing offices. INTEREST INCOME - Interest income increased 39.0% from $1,220,000 for the nine months ended September 30, 1999, to $1,696,000 for the nine months ended September 30, 2000. This increase was primarily the result of interest earned on higher interest-bearing cash, cash equivalent and marketable security account balances in the 2000 period. PROVISION FOR INCOME TAXES - Provision for income taxes increased 34.4% from $6,088,000 for the nine months ended September 30, 1999, to $8,180,000 for the nine months ended September 30, 2000. The Company's effective tax rate remained unchanged at 37.2% in the 1999 and 2000 periods. 14
15 PART I - FINANCIAL INFORMATION ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES: - -------------------------------------------------------------------------------- The Company's primary sources of cash for the nine months ended September 30, 1999 and 2000 were funds provided by operating activities. For the nine months ended September 30, 1999, operating activities provided $9,028,000 of cash compared to $16,586,000 for the nine months ended September 30, 2000. This increase was primarily attributable to higher net income, an increase in the tax benefit of disqualifying dispositions, an increase in income taxes payable, a decrease in income taxes receivable, a decrease in prepaid expenses and a larger increase in accounts payable and accrued expenses. The increase was partially offset by a larger increase in accounts receivable in the 2000 period. Cash used for investing activities totaled $9,360,000 for the nine months ended September 30, 1999, compared to $3,658,000 for the nine months ended September 30, 2000. This decrease was primarily attributable to lower purchases of marketable securities in the 2000 period, lower acquisitions of office furniture, equipment and leasehold improvements and a partial repayment of an officer loan receivable in the 2000 period compared with a disbursement in the 1999 period. This decrease was partially offset by lower proceeds from the maturity of marketable securities in the 2000 period. Cash used for financing activities was $3,030,000 for the nine months ended September 30, 1999, compared to cash provided by financing activities of $7,695,000 for the nine months ended September 30, 2000. The increase was primarily attributable to higher proceeds from the exercise of common stock options and no repurchases of common stock in the 2000 period. The Company believes that its cash balances, together with funds from operations and its borrowing ability, will be sufficient to meet its cash requirements through at least the next twelve months. ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to certain market risks arising from transactions in the normal course of business, principally risks associated with interest rate and foreign currency fluctuations. The Company is exposed to interest rate risk from its held to maturity investments. The interest rate risk is not significant due to the short maturity of those investments. The Company is exposed to foreign currency risk from the translation of foreign operations into U.S. dollars. Based on the relative size and nature of its foreign operations, the Company does not believe that a ten percent change in foreign currency exchange rates would have a material impact on its financial statements. 15
16 PART II - OTHER INFORMATION ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5 - OTHER INFORMATION None ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None (b) Reports on Form 8-K The Company filed a Form 8-K with the Securities and Exchange Commission on October 5, 2000. 16
17 PART II - OTHER INFORMATION SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ON ASSIGNMENT, INC. Date: November 13, 2000 By:/s/ H. Tom Buelter --------------------- ------------------ H. Tom Buelter Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Date: November 13, 2000 By:/s/ Ronald W. Rudolph --------------------- --------------------- Ronald W. Rudolph Executive Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) 17