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 JUNE 30, 1999 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 July 31, 1999, the total number of outstanding shares of the Company's Common Stock ($0.01 par value) was 10,911,809.
2 ON ASSIGNMENT, INC. INDEX <TABLE> <CAPTION> PART I - FINANCIAL INFORMATION PAGE NUMBER - ------------------------------ ----------- <S> <C> Item 1 - Consolidated Financial Statements Consolidated Balance Sheets at June 30, 1999 and December 31, 1998 3 Consolidated Statements of Income for the three months ended June 30, 1999 and June 30, 1998 4 Consolidated Statements of Income for the six months ended June 30, 1999 and June 30, 1998 5 Consolidated Statements of Cash Flows for the six months ended June 30, 1999 and June 30, 1998 6, 7 Notes to Consolidated Financial Statements 8, 9, 10 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 11, 12, 13, 14, 15, 16 Item 3 - Quantitative and Qualitative Disclosures about Market Risk 16 PART II - OTHER INFORMATION Item 4 - Submission of Matters to a Vote of Security-Holders 17 Item 6 - Exhibits and Reports on Form 8-K 17 Signatures 18 </TABLE> 2
3 PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS <TABLE> <CAPTION> ON ASSIGNMENT, INC. CONSOLIDATED BALANCE SHEETS - ------------------------------------------------------------------------------------ June 30, December 31, 1999 1998 ------------ ------------ <S> <C> <C> ASSETS CURRENT ASSETS: Cash and cash equivalents $ 29,182,000 $ 27,706,000 Marketable securities 6,600,000 2,760,000 Accounts receivable, net (Note 4) 19,835,000 18,578,000 Advances and deposits 98,000 70,000 Prepaid expenses 1,213,000 1,149,000 Officer loan receivable 400,000 0 Income taxes receivable 0 254,000 Deferred income taxes 1,491,000 1,310,000 ------------ ------------ Total current assets 58,819,000 51,827,000 ------------ ------------ Office Furniture, Equipment and Leasehold Improvements, net (Note 5) 2,733,000 2,703,000 Marketable securities 4,125,000 5,325,000 Deferred income taxes 285,000 235,000 Workers' compensation restricted deposits 166,000 168,000 Goodwill, net (Note 6) 1,166,000 1,215,000 Other assets 895,000 555,000 ------------ ------------ TOTAL ASSETS $ 68,189,000 $ 62,028,000 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 797,000 $ 309,000 Accrued payroll 6,219,000 4,552,000 Deferred compensation 817,000 319,000 Accrued workers' compensation 1,347,000 1,437,000 Income taxes payable 294,000 0 Other accrued expenses 1,044,000 1,185,000 ------------ ------------ Total current liabilities 10,518,000 7,802,000 ------------ ------------ STOCKHOLDERS' EQUITY: Preferred stock 0 0 Common stock (Notes 7 and 8) 109,000 109,000 Paid-in capital (Note 8) 12,665,000 15,752,000 Retained earnings 44,901,000 38,388,000 Accumulated other comprehensive income (4,000) (23,000) ------------ ------------ Total stockholders' equity 57,671,000 54,226,000 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 68,189,000 $ 62,028,000 ============ ============ </TABLE> See accompanying Notes to Consolidated Financial Statements 3
4 PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS <TABLE> <CAPTION> ON ASSIGNMENT, INC. CONSOLIDATED STATEMENTS OF INCOME - ------------------------------------------------------------------------------- Three Months Ended June 30, ----------------------------- 1999 1998 ----------- ------------ <S> <C> <C> Revenues $39,272,000 $ 32,508,000 Cost of services 26,524,000 22,261,000 ----------- ------------ Gross profit 12,748,000 10,247,000 Operating expenses 7,613,000 6,230,000 ----------- ------------ Operating income 5,135,000 4,017,000 Interest income 411,000 322,000 ----------- ------------ Income before income taxes 5,546,000 4,339,000 Provision for income taxes 2,063,000 1,614,000 ----------- ------------ Net income $ 3,483,000 $ 2,725,000 =========== ============ Basic earnings per share (Note 10) $ 0.32 $ 0.25 =========== ============ Weighted average number of common shares outstanding (Note 10) 11,054,000 10,842,000 =========== ============ Diluted earnings per share (Note 10) $ 0.31 $ 0.24 =========== ============ Weighted average number of common and common equivalent shares outstanding (Note 10) 11,245,000 11,296,000 =========== ============ </TABLE> <TABLE> <CAPTION> CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - ------------------------------------------------------------------------------- Three Months Ended June 30, ----------------------------- 1999 1998 ----------- ------------ <S> <C> <C> Net income $ 3,483,000 $ 2,725,000 Other comprehensive income (loss): Foreign currency translation adjustment 11,000 (10,000) ----------- ------------ Comprehensive income $ 3,494,000 $ 2,715,000 =========== ============ </TABLE> See accompanying Notes to Consolidated Financial Statements 4
5 PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS <TABLE> <CAPTION> ON ASSIGNMENT, INC. CONSOLIDATED STATEMENTS OF INCOME - ------------------------------------------------------------------------------- Six Months Ended June 30, ----------------------------- 1999 1998 ----------- ------------ <S> <C> <C> Revenues $74,061,000 $ 61,075,000 Cost of services 50,093,000 42,015,000 ----------- ------------ Gross profit 23,968,000 19,060,000 Operating expenses 14,404,000 11,627,000 ----------- ------------ Operating income 9,564,000 7,433,000 Interest income 806,000 624,000 ----------- ------------ Income before income taxes 10,370,000 8,057,000 Provision for income taxes 3,857,000 3,014,000 ----------- ------------ Net income $ 6,513,000 $ 5,043,000 =========== ============ Basic earnings per share (Note 10) $ 0.59 $ 0.47 =========== ============ Weighted average number of common shares outstanding (Note 10) 11,034,000 10,805,000 =========== ============ Diluted earnings per share (Note 10) $ 0.58 $ 0.45 =========== ============ Weighted average number of common and common equivalent shares outstanding (Note 10) 11,295,000 11,252,000 =========== ============ </TABLE> <TABLE> <CAPTION> CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - ------------------------------------------------------------------------------- Six Months Ended June 30, ----------------------------- 1999 1998 ----------- ------------ <S> <C> <C> Net income $ 6,513,000 $ 5,043,000 Other comprehensive income (loss): Foreign currency translation adjustment 19,000 (8,000) ----------- ------------ Comprehensive income $ 6,532,000 $ 5,035,000 =========== ============ </TABLE> See accompanying Notes to Consolidated Financial Statements 5
6 PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS <TABLE> <CAPTION> ON ASSIGNMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS - ------------------------------------------------------------------------------------------------------- Six Months Ended June 30, ------------------------------- 1999 1998 ------------ ------------ <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 6,513,000 $ 5,043,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 548,000 441,000 Increase in allowance for doubtful accounts 352,000 237,000 Decrease in income taxes receivable 253,000 111,000 Increase in deferred income taxes (231,000) (189,000) Loss on disposal of office furniture and equipment 0 17,000 Increase in accounts receivable (1,600,000) (2,883,000) Increase in accounts payable and accrued expenses 2,421,000 2,821,000 Increase in income taxes payable 722,000 956,000 Decrease (Increase) in workers' compensation deposits 2,000 (107,000) Increase in prepaid expenses (65,000) (279,000) Increase in other assets (350,000) (239,000) ------------ ------------ Net cash provided by operating activities 8,565,000 5,929,000 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of marketable securities (5,495,000) (1,995,000) Proceeds from the maturity of marketable securities 2,855,000 2,800,000 Acquisition of office furniture, equipment and leasehold improvements (519,000) (451,000) Increase in advances and deposits (30,000) (66,000) ------------ ------------ Net cash (used for) provided by investing activities (3,189,000) 288,000 ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of common stock options 1,156,000 1,461,000 Proceeds from issuance of common stock - Employee Stock Purchase Plan 129,000 90,000 Repurchases of common stock (4,804,000) 0 Disbursements for officer loan receivable (400,000) 0 ------------ ------------ Net cash (used for) provided by financing activities (3,919,000) 1,551,000 ------------ ------------ Effect of exchange rate changes on cash and cash equivalents 19,000 (5,000) ------------ ------------ NET INCREASE IN CASH AND CASH EQUIVALENTS 1,476,000 7,763,000 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 27,706,000 18,339,000 ------------ ------------ CASH AND CASH EQUIVALENTS, END OF PERIOD $ 29,182,000 $ 26,102,000 ============ ============ </TABLE> See accompanying Notes to Consolidated Financial Statements 6
7 PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS <TABLE> <CAPTION> ON ASSIGNMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) - -------------------------------------------------------------------------------------------- Six Months Ended June 30, -------------------------- 1999 1998 ---------- ---------- <S> <C> <C> SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for income taxes, net of refunds $3,111,000 $2,136,000 ========== ========== </TABLE> <TABLE> <CAPTION> SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS: Six Months Ended June 30, -------------------------- 1999 1998 ---------- ---------- <S> <C> <C> Tax benefit of disqualifying dispositions $ 431,000 $ 805,000 ========== ========== </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 SIX MONTHS ENDED JUNE 30, 1999 AND 1998 - -------------------------------------------------------------------------------- 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 for the year ended December 31, 1998. 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 the six months ended June 30, 1999 are not necessarily indicative of the results to be expected for the full year or any other period. 2. On January 1, 1997, the Company effected a corporate reorganization resulting in a consolidation of the Company's divisional field operations into Assignment Ready, Inc., a Delaware corporation and wholly owned subsidiary of the Company, in order to centralize management functions into one entity, to optimize regional activities and achieve economies of scale. 3. 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. 4. Accounts receivable are stated net of an allowance for doubtful accounts of $1,253,000 and $1,009,000 at June 30, 1999 and December 31, 1998, respectively. 5. Office furniture, equipment and leasehold improvements are stated net of accumulated depreciation and amortization of $3,937,000 and $3,451,000 at June 30, 1999 and December 31, 1998, respectively. 6. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired. It is being amortized on a straight-line basis over 15 years. Goodwill is stated net of accumulated amortization of $292,000 and $243,000 at June 30, 1999 and December 31, 1998, respectively. 7. At June 30, 1999 and December 31, 1998, Common Stock at a par value of $0.01 per share consisted of 25,000,000 shares authorized and 10,901,402 and 10,944,040 shares issued and outstanding, respectively. 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 June 30, 1999, the Company had repurchased 205,000 shares of its common stock at a total cost of $4,804,000. 8
9 PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS ON ASSIGNMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (continued) - -------------------------------------------------------------------------------- 9. On February 2, 1999, the Company formed On Assignment UK Limited, a United Kingdom corporation and wholly owned subsidiary of the Company. On February 16, 1999, On Assignment UK Limited formed Lab Support (UK) Limited, a United Kingdom corporation and wholly owned subsidiary of On Assignment UK Limited, and commenced operations as Lab Support UK during the first quarter of 1999. 10. The following is a reconciliation of the shares used to compute basic and diluted earnings per share: <TABLE> <CAPTION> Three Months Ended Six Months Ended June 30, June 30, ------------------------ ------------------------ 1999 1998 1999 1998 ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> Weighted average number of shares outstanding used to compute basic earnings per share 11,054,000 10,842,000 11,034,000 10,805,000 Dilutive effect of stock options 191,000 454,000 261,000 447,000 ---------- ---------- ---------- ---------- Number of shares used to compute diluted earnings per share 11,245,000 11,296,000 11,295,000 11,252,000 ========== ========== ========== ========== </TABLE> 11. Indicated below is the information required to comply with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. The Company has two reportable operating segments: Lab Support and Healthcare Financial 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, environmental, chemical, pharmaceutical, food and beverage and petrochemical industries. The Healthcare Financial Staffing segment provides temporary and permanent placement services of medical billing and collection professionals to the healthcare industry. The Company's management evaluates performance of each segment primarily based on revenues and operating income (before acquisition costs, interest and income taxes). 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 Financial Staffing segment. 9
10 PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS ON ASSIGNMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (continued) - -------------------------------------------------------------------------------- <TABLE> <CAPTION> Three Months Ended Six Months Ended June 30, June 30, ----------- ----------- ----------- ----------- 1999 1998 1999 1998 ----------- ----------- ----------- ----------- <S> <C> <C> <C> <C> Revenues: Lab Support $29,732,000 $27,435,000 $56,771,000 $52,332,000 Healthcare Financial Staffing 9,540,000 5,073,000 17,290,000 8,743,000 ----------- ----------- ----------- ----------- $39,272,000 $32,508,000 $74,061,000 $61,075,000 =========== =========== =========== =========== Gross Profit: Lab Support $ 9,620,000 $ 8,584,000 $18,316,000 $16,210,000 Healthcare Financial Staffing 3,128,000 1,663,000 5,652,000 2,850,000 ----------- ----------- ----------- ----------- $12,748,000 $10,247,000 $23,968,000 $19,060,000 =========== =========== =========== =========== Operating Income: Lab Support $ 3,571,000 $ 3,299,000 $ 6,795,000 $ 6,225,000 Healthcare Financial Staffing 1,564,000 718,000 2,769,000 1,208,000 ----------- ----------- ----------- ----------- $ 5,135,000 $ 4,017,000 $ 9,564,000 $ 7,433,000 =========== =========== =========== =========== </TABLE> 10
11 PART I - FINANCIAL INFORMATION ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussion in this Report contains forward-looking statements that involve risks and uncertainties. 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, science, financial and environmental 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 for the year ended December 31, 1998, 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. CHANGES IN RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998: - -------------------------------------------------------------------------------- REVENUES - Revenues increased by 20.8% from $32,508,000 for the three months ended June 30, 1998, to $39,272,000 for the three months ended June 30, 1999, as a result of the increased revenues of the Healthcare Financial Staffing and the Lab Support divisions, partially offset by a decrease in the revenues of the EnviroStaff division. The growth of the Healthcare Financial Staffing division's revenues was primarily attributable to an increase in the number of temporary employees on assignment and to a lesser extent to an increase in average hourly billing rates during the 1999 period. 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 Financial Staffing division has older, better established branches and to a lesser extent the contribution of new offices opened in the past year. The growth of the Lab Support division's revenues was primarily attributable to an increase in the number of temporary employees on assignment and to a lesser extent to an increase in average hourly billing rates during the 1999 period. 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 division has older, better established branches and to a lesser extent the contribution of new offices opened in the past year. The decrease in the EnviroStaff division's revenues 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 and average weekly hours worked during the 1999 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 JUNE 30, 1999 AND 1998: (continued) - -------------------------------------------------------------------------------- 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 19.2% from $22,261,000 for the three months ended June 30, 1998, to $26,524,000 for the three months ended June 30, 1999. Cost of services as a percentage of revenues decreased from 68.5% in the 1998 period to 67.5% in the 1999 period. This decrease was primarily attributable to a decrease in workers' compensation and state unemployment insurance expense, and an increase in conversion fee revenue of the Lab Support division in the 1999 period, partially offset by an increase in employer paid benefits. OPERATING EXPENSES - Operating 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. Operating expenses increased 22.2% from $6,230,000 for the three months ended June 30, 1998, to $7,613,000 for the three months ended June 30, 1999. Operating expenses as a percentage of revenues increased from 19.2% in the 1998 period to 19.4% in the 1999 period. This increase was primarily attributable to increased investments in Account Manager training and recruiting, expenses for international expansion into Canada and the U.K., knowledge worker training programs, and an increase in the hiring of new Account Managers for the opening of new offices and the expansion of existing offices. INTEREST INCOME - Interest income increased 27.6% from $322,000 for the three months ended June 30, 1998, to $411,000 for the three months ended June 30, 1999, primarily as a result of interest earned on higher interest-bearing cash, cash equivalent and marketable security account balances in the 1999 period. PROVISION FOR INCOME TAXES - Provision for income taxes increased 27.8% from $1,614,000 for the three months ended June 30, 1998, to $2,063,000 for the three months ended June 30, 1999. The Company's effective tax rate remained consistent at 37.2% in the 1998 and 1999 periods. 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 SIX MONTHS ENDED JUNE 30, 1999 AND 1998: - -------------------------------------------------------------------------------- REVENUES - Revenues increased by 21.3% from $61,075,000 for the six months ended June 30, 1998, to $74,061,000 for the six months ended June 30, 1999, as a result of the increased revenues of the Healthcare Financial Staffing and the Lab Support divisions, partially offset by a decrease in the revenues of the EnviroStaff division. The growth of the Healthcare Financial Staffing division's revenues was primarily attributable to an increase in the number of temporary employees on assignment and to a lesser extent to an increase in average hourly billing rates during the 1999 period. 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 Financial Staffing division has older, better established branches and to a lesser extent the contribution of new offices opened in the past year. The growth of the Lab Support division's revenues was primarily attributable to an increase in the number of temporary employees on assignment and to a lesser extent to an increase in average hourly billing rates during the 1999 period. 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 division has older, better established branches and to a lesser extent the contribution of new offices opened in the past year. The decrease in the EnviroStaff division's revenues 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 and average weekly hours worked during the 1999 period. COST OF SERVICES - Cost of services increased 19.2% from $42,015,000 for the six months ended June 30, 1998, to $50,093,000 for the six months ended June 30, 1999. Cost of services as a percentage of revenues decreased from 68.8% in the 1998 period to 67.6% in the 1999 period. This decrease was primarily attributable to a decrease in workers' compensation and state unemployment insurance expense, partially offset by an increase in employer paid benefits. OPERATING EXPENSES - Operating expenses increased 23.9% from $11,627,000 for the six months ended June 30, 1998, to $14,404,000 for the six months ended June 30, 1999. Operating expenses as a percentage of revenues increased from 19.0% in the 1998 period to 19.4% in the 1999 period. This increase was primarily attributable to investments in Account Manager training and recruiting, expenses for international expansion into Canada and the U.K., knowledge worker training programs, and an increase in the hiring of new Account Managers for the opening of new offices and the expansion of existing offices. 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 SIX MONTHS ENDED JUNE 30, 1999 AND 1998: (continued) - -------------------------------------------------------------------------------- INTEREST INCOME - Interest income increased 29.2% from $624,000 for the six months ended June 30, 1998, to $806,000 for the six months ended June 30, 1999, primarily as a result of interest earned on higher interest-bearing cash, cash equivalent and marketable security account balances in the 1999 period. PROVISION FOR INCOME TAXES - Provision for income taxes increased 28.0% from $3,014,000 for the six months ended June 30, 1998 to $3,857,000 for the six months ended June 30, 1999. The Company's effective tax rate decreased from 37.4% in the 1998 period to 37.2% in the 1999 period. 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 six months ended June 30, 1998 and 1999 were funds provided by operating activities. For the six months ended June 30, 1998, operating activities provided $5,929,000 of cash compared to $8,565,000 for the six months ended June 30, 1999. This increase was primarily attributable to higher net income and a smaller increase in accounts receivable in the 1999 period. The increase was partially offset by a smaller increase in accounts payable and accrued expenses and income taxes payable in the 1999 period. Cash provided by investing activities totaled $288,000 for the six months ended June 30, 1998, compared to cash used for investing activities of $3,189,000 for the six months ended June 30, 1999. This was primarily attributable to higher purchases of marketable securities in the 1999 period. Cash provided by financing activities was $1,551,000 for the six months ended June 30, 1998, compared to cash used for financing activities of $3,919,000 for the six months ended June 30, 1999. The decrease was primarily attributable to repurchases of common stock and disbursements for an officer loan receivable in the 1999 period. On August 28, 1998, the Company renewed its unsecured bank line of credit. The maximum borrowings allowable under this agreement were $7,000,000 and accrued interest at the bank's reference rate (7.75% at June 30, 1999). No borrowings were outstanding under this credit line at June 30, 1999 and the Company terminated the line of credit on July 1, 1999. 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. YEAR 2000 READINESS DISCLOSURE: - -------------------------------------------------------------------------------- The Company is continuing the process of assessing Year 2000 issues as they relate to its systems, business and operations. The Year 2000 issue is the result of computer systems designed and developed using two digits rather than four to define the applicable year. Any programs that have time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a major system failure or miscalculations unless corrective measures are taken. The Company has developed a Year 2000 Readiness Plan to address the Year 2000 issues, particularly with respect to its critical systems. Critical systems are those whose failure poses a risk of disruption to the Company's ability to provide employment for its temporary employees and temporary staffing services to its clients. The Company's plan includes five core phases; (1) initiating a master plan and schedule in which key staff members are notified of their responsibilities; (2) assessing the impact of mission-critical system failures on core business processes by performing a complete inventory of software and both information technology and non-information technology systems, such as computer hardware containing embedded technology, implementing quality assurance checks on vendors, and defining failure scenarios; (3) modifying, upgrading or replacing hardware and software in order to meet compliance standards; (4) identifying and documenting contingency plans and establishing resumption procedures for each core business process; (5) validating all contingency plans by preparing and executing tests. The Company has completed phases 1 and 2, estimates that it is 50%, 35% and 10% complete on phases 3, 4 and 5, respectively, and expects to be 100% complete with all phases by September 30, 1999. 15
16 PART I - FINANCIAL INFORMATION ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS YEAR 2000 READINESS DISCLOSURE: (continued) - -------------------------------------------------------------------------------- The Company does not believe that it will incur material costs or encounter significant operational issues associated with Year 2000 issues; however, the Company has not completed its Year 2000 Readiness Plan and there can be no assurance Year 2000 issues will not result in material costs or significant operational issues for the Company. In addition, the Company may experience significant unanticipated problems and costs caused by errors or defects in internal systems or Year 2000 issues with its customers or vendors. The worst-case scenario if such problems occur, would be the Company's inability to employ its temporary employees and record revenue. If any of the Company's clients, temporary employees or vendors experience Year 2000 problems with respect to their relationship with the Company, such clients, employees or vendors could assert claims for damages against the Company. While the Company is not aware of any significant Year 2000 issues for which it will not be adequately prepared, there can be no assurance that the Company's business, operating results or financial condition will not be adversely affected by issues surrounding the Year 2000 conversion. To date, the costs incurred by the Company with respect to Year 2000 compliance have not been material. The Company anticipates that the majority of costs associated to Year 2000 will be related to ongoing scheduled software and hardware maintenance upgrades and licensing of phone systems, PC operating systems and business applications. The Company currently anticipates that the future costs to become Year 2000 compliant will not be material; however, such future costs are difficult to estimate at the present stage of the Company's Readiness Plan and, accordingly, there can be no assurance that such costs will not become material. ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The market risk inherent in the Company's market risk sensitive instruments and positions is the potential loss arising from adverse changes in foreign currency exchange and interest rates, which do not currently subject the Company to material market risk exposure. 16
17 PART II - OTHER INFORMATION ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS The Company's 1999 annual meeting of stockholders was held on June 8, 1999. Jonathan S. Holman, who served as a director prior to the annual meeting, was re-elected as a director by the stockholders. Of the total shares voting on this matter, 8,827,384 shares voted for the election of Mr. Holman, and 11,412 shares withheld authority to vote. Karen Brenner, William E. Brock, H. Tom Buelter and Jeremy M. Jones, all of whom were directors prior to the annual meeting, continued to serve as directors after the annual meeting. The following additional matter was submitted to the stockholders for vote at the annual meeting: Ratification of the appointment of Deloitte & Touche LLP as independent auditors of the Company for the fiscal year ending December 31, 1999. Of the total shares voting on this matter, 8,828,193 shares voted for the proposal, 6,160 shares voted against the proposal, 4,443 shares abstained from such vote and there were no broker non-votes. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10.2 Restated 1987 Stock Option Plan (b) Reports on Form 8-K None 17
18 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: August 11, 1999 By: /s/ H. Tom Buelter ------------------- ---------------------------------------------- H. Tom Buelter Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Date: August 11, 1999 By: /s/ Ronald W. Rudolph ------------------- ---------------------------------------------- Ronald W. Rudolph Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) 18