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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ASGN Inc | NYSE:ASGN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-1.52 | -1.65% | 90.59 | 91.26 | 89.17 | 89.57 | 337,409 | 01:00:00 |
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
95-4023433
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
|
New York Stock Exchange
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Emerging growth company
o
|
PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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||
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•
|
On August 8, 2017, we acquired StratAcuity Staffing Partners, Inc. ("Stratacuity"), a provider of specialized clinical/scientific staffing solutions headquartered in Portsmouth, NH. Stratacuity is a component of Apex Life Sciences and is included in the Apex operating segment.
|
•
|
On June 5, 2015, we acquired Creative Circle, LLC (“Creative Circle”), one of the largest privately held digital/creative staffing firms in North America that provides digital, marketing, advertising and creative talent to both ad agencies and corporate clients. Creative Circle, which is headquartered in Los Angeles, California, is included in the Apex operating segment.
|
•
|
On April 14, 2015, we acquired LabResource B.V. (“LabResource”), a provider of specialized clinical/scientific staffing solutions headquartered in Amsterdam, the Netherlands. LabResource is included in the Oxford operating segment.
|
•
|
On December 5, 2013, we acquired CyberCoders, Inc. (“CyberCoders”), a privately-owned provider of permanent placement services headquartered in Irvine, California. CyberCoders is included in the Oxford operating segment.
|
•
|
On May 15, 2012, we acquired Apex Systems, LLC (“Apex Systems”), a privately-owned provider of IT staffing and services headquartered in Richmond, Virginia. Apex Systems is included in the Apex operating segment.
|
•
|
At the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330;
|
•
|
At the SEC’s website,
http://www.sec.gov
;
|
•
|
At our website,
http://www.onassignment.com
; or
|
•
|
By contacting our Investor Relations Department at (818) 878-7900.
|
•
|
we have to use a portion of our cash flow from operations for debt service rather than for our operations;
|
•
|
we may not be able to obtain additional debt financing for future working capital, capital expenditures or other corporate purposes or may have to pay more for such financing;
|
•
|
some or all of the debt under our current or future credit facilities may be at a variable interest rate, making us more vulnerable to increases in interest rates;
|
•
|
we could be less able to take advantage of significant business opportunities, such as acquisition opportunities and to react to changes in market or industry conditions; and
|
•
|
we may be disadvantaged compared to competitors with less leverage.
|
•
|
period to period fluctuations in our financial results or those of our competitors;
|
•
|
failure to meet previously announced guidance or analysts’ expectations of our quarterly results;
|
•
|
announcements by us or our competitors of acquisitions, significant contracts, commercial relationships or capital commitments;
|
•
|
commencement of, or involvement in, litigation;
|
•
|
any major change in our board or management;
|
•
|
changes in government regulations;
|
•
|
recommendations by securities analysts or changes in earnings estimates;
|
•
|
the volume of shares of common stock available for public sale;
|
•
|
announcements by our competitors of their earnings that are not in line with analyst expectations;
|
•
|
sales of stock by us or by our stockholders;
|
•
|
short sales, hedging and other derivative transactions in shares of our common stock; and
|
•
|
general economic conditions, slow or negative growth of unrelated markets and other external factors.
|
•
|
Our Board of Directors has the right to elect directors to fill a vacancy in the Board of Directors upon the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors until the next applicable annual meeting of stockholders.
|
•
|
Stockholders must provide advance notice to nominate individuals for election to the Board of Directors or to propose matters that can be acted upon at a stockholders’ meeting. Further, our Board of Directors is divided into three classes, and only one class is up for election each year. These provisions may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
|
•
|
Our Board of Directors may issue, without stockholder approval, up to one million shares of undesignated or “blank check” preferred stock. The ability to issue undesignated or “blank check” preferred stock makes it possible for our Board of Directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt by, or make it more difficult for, a third party to acquire us.
|
|
|
Price Range of
Common Stock
|
||||||
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2017
|
|
|
|
|
||||
First Quarter
|
|
$
|
49.12
|
|
|
$
|
42.95
|
|
Second Quarter
|
|
$
|
55.15
|
|
|
$
|
45.69
|
|
Third Quarter
|
|
$
|
55.53
|
|
|
$
|
44.66
|
|
Fourth Quarter
|
|
$
|
65.73
|
|
|
$
|
53.56
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
||
First Quarter
|
|
$
|
43.98
|
|
|
$
|
29.34
|
|
Second Quarter
|
|
$
|
39.24
|
|
|
$
|
33.73
|
|
Third Quarter
|
|
$
|
40.75
|
|
|
$
|
34.70
|
|
Fourth Quarter
|
|
$
|
45.83
|
|
|
$
|
32.05
|
|
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
|
||||||
October
|
800
|
|
$
|
53.74
|
|
800
|
|
$
|
48,839,000
|
|
November
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
December
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
Total
|
800
|
|
$
|
53.74
|
|
800
|
|
$
|
48,839,000
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
(1)
|
|
2014
|
|
2013
|
|
||||||||||
|
|
(in thousands, except per share data)
|
|
||||||||||||||||||
Summary Results of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
2,625,924
|
|
|
$
|
2,440,413
|
|
|
$
|
2,065,008
|
|
|
$
|
1,724,741
|
|
|
$
|
1,523,101
|
|
|
Costs of services
|
|
1,775,851
|
|
|
1,645,230
|
|
|
1,386,263
|
|
|
1,167,306
|
|
|
1,068,226
|
|
|
|||||
Gross profit
|
|
850,073
|
|
|
795,183
|
|
|
678,745
|
|
|
557,435
|
|
|
454,875
|
|
|
|||||
Selling, general and administrative expenses
|
|
591,893
|
|
|
565,829
|
|
|
492,170
|
|
|
397,523
|
|
|
317,345
|
|
|
|||||
Amortization of intangible assets
|
|
33,444
|
|
|
39,628
|
|
|
34,467
|
|
|
22,130
|
|
|
20,943
|
|
|
|||||
Operating income
|
|
224,736
|
|
|
189,726
|
|
|
152,108
|
|
|
137,782
|
|
|
116,587
|
|
|
|||||
Interest expense
|
|
(27,643
|
)
|
|
(32,327
|
)
|
|
(26,444
|
)
|
|
(12,730
|
)
|
|
(13,931
|
)
|
|
|||||
Write-off of loan costs
|
|
—
|
|
|
—
|
|
|
(3,751
|
)
|
|
—
|
|
|
(14,958
|
)
|
|
|||||
Income before income taxes
|
|
197,093
|
|
|
157,399
|
|
|
121,913
|
|
|
125,052
|
|
|
87,698
|
|
|
|||||
Provision for income taxes
|
|
39,219
|
|
|
60,203
|
|
|
50,491
|
|
|
51,557
|
|
|
36,558
|
|
|
|||||
Income from continuing operations
|
|
157,874
|
|
|
97,196
|
|
|
71,422
|
|
|
73,495
|
|
|
51,140
|
|
|
|||||
Gain on sale of discontinued operations, net of income taxes
(2)
|
|
—
|
|
|
—
|
|
|
25,703
|
|
|
—
|
|
|
30,840
|
|
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
|
(199
|
)
|
|
5
|
|
|
525
|
|
|
3,689
|
|
|
2,532
|
|
|
|||||
Net income
|
|
$
|
157,675
|
|
|
$
|
97,201
|
|
|
$
|
97,650
|
|
|
$
|
77,184
|
|
|
$
|
84,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
3.01
|
|
|
$
|
1.83
|
|
|
$
|
1.37
|
|
|
$
|
1.38
|
|
|
$
|
0.96
|
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
0.50
|
|
|
0.06
|
|
|
0.62
|
|
|
|||||
Net income
|
|
$
|
3.01
|
|
|
$
|
1.83
|
|
|
$
|
1.87
|
|
|
$
|
1.44
|
|
|
$
|
1.58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
2.97
|
|
|
$
|
1.81
|
|
|
$
|
1.35
|
|
|
$
|
1.35
|
|
|
$
|
0.94
|
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
0.49
|
|
|
0.07
|
|
|
0.61
|
|
|
|||||
Net income
|
|
$
|
2.97
|
|
|
$
|
1.81
|
|
|
$
|
1.84
|
|
|
$
|
1.42
|
|
|
$
|
1.55
|
|
|
Number of shares and share equivalents used to calculate earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
52,503
|
|
|
53,192
|
|
|
52,259
|
|
|
53,437
|
|
|
53,481
|
|
|
|||||
Diluted
|
|
53,205
|
|
|
53,747
|
|
|
53,005
|
|
|
54,294
|
|
|
54,555
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (at end of year):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
36,667
|
|
|
$
|
27,044
|
|
|
$
|
23,869
|
|
|
$
|
28,860
|
|
(3)
|
$
|
35,024
|
|
(3)
|
Working capital
|
|
332,806
|
|
|
275,025
|
|
|
253,858
|
|
|
201,271
|
|
|
167,768
|
|
|
|||||
Total assets
|
|
1,810,129
|
|
|
1,752,667
|
|
|
1,767,307
|
|
|
1,251,839
|
|
|
1,240,746
|
|
|
|||||
Long-term liabilities
|
|
652,021
|
|
|
721,229
|
|
|
822,163
|
|
|
452,676
|
|
|
433,040
|
|
|
|||||
Stockholders' equity
|
|
991,391
|
|
|
868,939
|
|
|
784,794
|
|
|
634,408
|
|
|
640,133
|
|
|
(1)
|
Summary results of operations in 2015 included the results of Creative Circle from the date of its acquisition on June 5, 2015. Creative Circle contributed $167.2 million in revenues and $22.9 million in income before income taxes in 2015. Total assets at December 31, 2015 included $587.2 million from Creative Circle.
|
(3)
|
Excludes cash and cash equivalents from the Physician Segment of $2.9 million and $2.3 million as of December 31, 2014 and 2013, respectively.
|
|
|
2017
|
|
2016
|
|
Year-Over-Year Growth Rates
|
|
|||||
|
|
|
|
|
|
|
|
|||||
Revenues by segment:
|
|
|
|
|
|
|
|
|||||
Apex:
|
|
|
|
|
|
|
|
|||||
Assignment
|
|
$
|
1,993.3
|
|
|
$
|
1,791.6
|
|
|
11.3
|
%
|
|
Permanent placement
|
|
43.9
|
|
|
44.9
|
|
|
(2.3
|
)%
|
|
||
|
|
2,037.2
|
|
|
1,836.5
|
|
|
10.9
|
%
|
|
||
Oxford:
|
|
|
|
|
|
|
|
|||||
Assignment
|
|
503.1
|
|
|
520.7
|
|
|
(3.4
|
)%
|
|
||
Permanent placement
|
|
85.7
|
|
|
83.2
|
|
|
3.0
|
%
|
|
||
|
|
588.8
|
|
|
603.9
|
|
|
(2.5
|
)%
|
|
||
Consolidated:
|
|
|
|
|
|
|
|
|
||||
Assignment
|
|
2,496.4
|
|
|
2,312.3
|
|
|
8.0
|
%
|
|
||
Permanent placement
|
|
129.6
|
|
|
128.1
|
|
|
1.1
|
%
|
|
||
|
|
$
|
2,626.0
|
|
|
$
|
2,440.4
|
|
|
7.6
|
%
|
|
Percentage of total revenues:
|
|
|
|
|
|
|
|
|||||
Apex
|
|
77.6
|
%
|
|
75.3
|
%
|
|
|
|
|||
Oxford
|
|
22.4
|
%
|
|
24.7
|
%
|
|
|
|
|||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Assignment
|
|
95.1
|
%
|
|
94.7
|
%
|
|
|
|
|||
Permanent placement
|
|
4.9
|
%
|
|
5.3
|
%
|
|
|
|
|||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Domestic
|
|
95.0
|
%
|
|
95.3
|
%
|
|
|
|
|||
Foreign
|
|
5.0
|
%
|
|
4.7
|
%
|
|
|
|
|||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
2017
|
|
2016
|
|
Year-over-Year Growth Rates
|
|||||
|
|
|
|
|
|
|
|||||
Gross profit:
|
|
|
|
|
|
|
|||||
Apex
|
|
$
|
606.3
|
|
|
$
|
548.4
|
|
|
10.6
|
%
|
Oxford
|
|
243.8
|
|
|
246.8
|
|
|
(1.2
|
)%
|
||
Consolidated
|
|
$
|
850.1
|
|
|
$
|
795.2
|
|
|
6.9
|
%
|
Gross margin:
|
|
|
|
|
|
|
|||||
Apex
|
|
29.8
|
%
|
|
29.9
|
%
|
|
(0.1
|
)%
|
||
Oxford
|
|
41.4
|
%
|
|
40.9
|
%
|
|
0.5
|
%
|
||
Consolidated
|
|
32.4
|
%
|
|
32.6
|
%
|
|
(0.2
|
)%
|
|
|
Reported
|
|
Pro Forma
|
|
Year-over-Year Growth Rates
|
|||||||||||||||
|
|
2016
|
|
2015
|
|
2015
|
|
Reported
|
|
Pro Forma
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assignment
|
|
$
|
1,791.6
|
|
|
$
|
1,461.2
|
|
|
$
|
1,563.3
|
|
|
22.6
|
%
|
|
|
|
14.6
|
%
|
|
Permanent placement
|
|
44.9
|
|
|
32.4
|
|
|
41.7
|
|
|
38.8
|
%
|
|
|
|
7.9
|
%
|
|
|||
|
|
1,836.5
|
|
|
1,493.6
|
|
|
1,605.0
|
|
|
23.0
|
%
|
|
|
|
14.4
|
%
|
|
|||
Oxford:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assignment
|
|
520.7
|
|
|
485.8
|
|
|
488.4
|
|
|
7.2
|
%
|
|
|
|
6.6
|
%
|
|
|||
Permanent placement
|
|
83.2
|
|
|
85.6
|
|
|
85.6
|
|
|
(2.8
|
)%
|
|
|
|
(2.9
|
)%
|
|
|||
|
|
603.9
|
|
|
571.4
|
|
|
574.0
|
|
|
5.7
|
%
|
|
|
|
5.2
|
%
|
|
|||
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assignment
|
|
2,312.3
|
|
|
1,947.0
|
|
|
2,051.7
|
|
|
18.8
|
%
|
|
|
|
12.7
|
%
|
|
|||
Permanent placement
|
|
128.1
|
|
|
118.0
|
|
|
127.3
|
|
|
8.6
|
%
|
|
|
|
0.6
|
%
|
|
|||
|
|
$
|
2,440.4
|
|
|
$
|
2,065.0
|
|
|
$
|
2,179.0
|
|
|
18.2
|
%
|
|
|
|
12.0
|
%
|
|
Percentage of total revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex
|
|
75.3
|
%
|
|
72.3
|
%
|
|
73.7
|
%
|
|
|
|
|
|
|
|
|||||
Oxford
|
|
24.7
|
%
|
|
27.7
|
%
|
|
26.3
|
%
|
|
|
|
|
|
|
|
|||||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assignment
|
|
94.7
|
%
|
|
94.3
|
%
|
|
94.2
|
%
|
|
|
|
|
|
|
|
|||||
Permanent placement
|
|
5.3
|
%
|
|
5.7
|
%
|
|
5.8
|
%
|
|
|
|
|
|
|
|
|||||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic
|
|
95.3
|
%
|
|
95.5
|
%
|
|
95.6
|
%
|
|
|
|
|
|
|
|
|||||
Foreign
|
|
4.7
|
%
|
|
4.5
|
%
|
|
4.4
|
%
|
|
|
|
|
|
|
|
|||||
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
Reported
|
|
Pro Forma
|
|
Year-over-Year Growth Rates
|
|||||||||||||||
|
|
2016
|
|
2015
|
|
2015
|
|
Reported
|
|
Pro Forma
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex
|
|
$
|
548.4
|
|
|
$
|
439.6
|
|
|
$
|
487.0
|
|
|
24.8
|
%
|
|
|
|
12.6
|
%
|
|
Oxford
|
|
246.8
|
|
|
239.1
|
|
|
240.0
|
|
|
3.2
|
%
|
|
|
|
2.8
|
%
|
|
|||
Consolidated
|
|
$
|
795.2
|
|
|
$
|
678.7
|
|
|
$
|
727.0
|
|
|
17.2
|
%
|
|
|
|
9.4
|
%
|
|
Gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex
|
|
29.9
|
%
|
|
29.4
|
%
|
|
30.3
|
%
|
|
0.5
|
%
|
|
|
|
(0.4
|
)%
|
|
|||
Oxford
|
|
40.9
|
%
|
|
41.9
|
%
|
|
41.8
|
%
|
|
(1.0
|
)%
|
|
|
|
(0.9
|
)%
|
|
|||
Consolidated
|
|
32.6
|
%
|
|
32.9
|
%
|
|
33.4
|
%
|
|
(0.3
|
)%
|
|
|
|
(0.8
|
)%
|
|
Contractual Obligations
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
|
Total
|
||||||||||
Long-term debt obligations
(1)
|
|
$
|
20,986
|
|
|
$
|
41,971
|
|
|
$
|
617,730
|
|
|
$
|
—
|
|
|
$
|
680,687
|
|
Operating lease obligations
|
|
20,387
|
|
|
32,218
|
|
|
20,235
|
|
|
7,267
|
|
|
80,107
|
|
|||||
Related party leases
|
|
1,302
|
|
|
2,596
|
|
|
2,727
|
|
|
2,618
|
|
|
9,243
|
|
|||||
Purchase obligations
|
|
10,283
|
|
|
9,417
|
|
|
—
|
|
|
—
|
|
|
19,700
|
|
|||||
Total
|
|
$
|
52,958
|
|
|
$
|
86,202
|
|
|
$
|
640,692
|
|
|
$
|
9,885
|
|
|
$
|
789,737
|
|
|
||||||||
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash, cash equivalents and restricted cash
(1)
|
|
$
|
36,667
|
|
|
$
|
27,044
|
|
Accounts receivable, net of allowance of $9,909 and $8,093 respectively
|
|
428,536
|
|
|
386,858
|
|
||
Prepaid expenses and income taxes
|
|
18,592
|
|
|
6,331
|
|
||
Workers’ compensation receivable
|
|
12,702
|
|
|
14,001
|
|
||
Other current assets
|
|
3,026
|
|
|
3,290
|
|
||
Total current assets
|
|
499,523
|
|
|
437,524
|
|
||
Property and equipment, net
|
|
57,996
|
|
|
56,942
|
|
||
Goodwill
|
|
894,095
|
|
|
873,513
|
|
||
Identifiable intangible assets, net
|
|
352,766
|
|
|
377,730
|
|
||
Other non-current assets
|
|
5,749
|
|
|
6,958
|
|
||
Total assets
|
|
$
|
1,810,129
|
|
|
$
|
1,752,667
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
6,870
|
|
|
$
|
6,266
|
|
Accrued payroll and contract professional pay
|
|
114,832
|
|
|
111,596
|
|
||
Workers’ compensation loss reserves
|
|
14,777
|
|
|
15,784
|
|
||
Income taxes payable
|
|
1,229
|
|
|
1,260
|
|
||
Other current liabilities
|
|
29,009
|
|
|
27,593
|
|
||
Total current liabilities
|
|
166,717
|
|
|
162,499
|
|
||
Long-term debt
|
|
575,213
|
|
|
640,355
|
|
||
Deferred income tax liabilities
|
|
69,436
|
|
|
74,282
|
|
||
Other long-term liabilities
|
|
7,372
|
|
|
6,592
|
|
||
Total liabilities
|
|
818,738
|
|
|
883,728
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
|
||
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 75,000,000 shares authorized, 52,151,538 and 52,716,388 issued and outstanding, respectively
|
|
521
|
|
|
527
|
|
||
Paid-in capital
|
|
566,090
|
|
|
562,862
|
|
||
Retained earnings
|
|
428,419
|
|
|
315,573
|
|
||
Accumulated other comprehensive loss
|
|
(3,639
|
)
|
|
(10,023
|
)
|
||
Total stockholders’ equity
|
|
991,391
|
|
|
868,939
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,810,129
|
|
|
$
|
1,752,667
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
$
|
2,625,924
|
|
|
$
|
2,440,413
|
|
|
$
|
2,065,008
|
|
Costs of services
|
|
1,775,851
|
|
|
1,645,230
|
|
|
1,386,263
|
|
|||
Gross profit
|
|
850,073
|
|
|
795,183
|
|
|
678,745
|
|
|||
Selling, general and administrative expenses
|
|
591,893
|
|
|
565,829
|
|
|
492,170
|
|
|||
Amortization of intangible assets
|
|
33,444
|
|
|
39,628
|
|
|
34,467
|
|
|||
Operating income
|
|
224,736
|
|
|
189,726
|
|
|
152,108
|
|
|||
Interest expense
|
|
(27,643
|
)
|
|
(32,327
|
)
|
|
(26,444
|
)
|
|||
Write-off of loan costs
|
|
—
|
|
|
—
|
|
|
(3,751
|
)
|
|||
Income before income taxes
|
|
197,093
|
|
|
157,399
|
|
|
121,913
|
|
|||
Provision for income taxes
|
|
39,219
|
|
|
60,203
|
|
|
50,491
|
|
|||
Income from continuing operations
|
|
157,874
|
|
|
97,196
|
|
|
71,422
|
|
|||
Gain on sale of discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
25,703
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
|
(199
|
)
|
|
5
|
|
|
525
|
|
|||
Net income
|
|
$
|
157,675
|
|
|
$
|
97,201
|
|
|
$
|
97,650
|
|
|
|
|
|
|
|
|
|
|
|
|||
Basic earnings per common share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
3.01
|
|
|
$
|
1.83
|
|
|
$
|
1.37
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
0.50
|
|
|||
Net income
|
|
$
|
3.01
|
|
|
$
|
1.83
|
|
|
$
|
1.87
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
2.97
|
|
|
$
|
1.81
|
|
|
$
|
1.35
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
0.49
|
|
|||
Net income
|
|
$
|
2.97
|
|
|
$
|
1.81
|
|
|
$
|
1.84
|
|
|
|
|
|
|
|
|
||||||
Number of shares and share equivalents used to calculate earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
52,503
|
|
|
53,192
|
|
|
52,259
|
|
|||
Diluted
|
|
53,205
|
|
|
53,747
|
|
|
53,005
|
|
|
|
Common Stock
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
|||||||||||||
|
|
Shares
|
|
Par Value
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2014
|
|
51,386,693
|
|
|
$
|
514
|
|
|
$
|
483,902
|
|
|
$
|
154,562
|
|
|
$
|
(4,570
|
)
|
|
$
|
634,408
|
|
Exercise of stock options
|
|
329,502
|
|
|
3
|
|
|
3,469
|
|
|
—
|
|
|
—
|
|
|
3,472
|
|
|||||
Employee stock purchase plan
|
|
204,401
|
|
|
2
|
|
|
5,291
|
|
|
—
|
|
|
—
|
|
|
5,293
|
|
|||||
Stock repurchase and retirement of shares
|
|
(89,174
|
)
|
|
(1
|
)
|
|
(1,173
|
)
|
|
(2,645
|
)
|
|
—
|
|
|
(3,819
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
23,471
|
|
|
—
|
|
|
—
|
|
|
23,471
|
|
|||||
Vesting of restricted stock units
|
|
398,850
|
|
|
4
|
|
|
(8,827
|
)
|
|
—
|
|
|
—
|
|
|
(8,823
|
)
|
|||||
Tax benefit from stock-based compensation
(1)
|
|
—
|
|
|
—
|
|
|
6,551
|
|
|
—
|
|
|
—
|
|
|
6,551
|
|
|||||
Acquisition of Creative Circle
|
|
794,700
|
|
|
8
|
|
|
30,175
|
|
|
—
|
|
|
—
|
|
|
30,183
|
|
|||||
Fair value adjustment of derivatives, net of income tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
122
|
|
|||||
Translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,714
|
)
|
|
(3,714
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97,650
|
|
|
—
|
|
|
97,650
|
|
|||||
Balance at December 31, 2015
|
|
53,024,972
|
|
|
530
|
|
|
542,859
|
|
|
249,567
|
|
|
(8,162
|
)
|
|
784,794
|
|
|||||
Exercise of stock options
|
|
185,484
|
|
|
2
|
|
|
2,249
|
|
|
—
|
|
|
—
|
|
|
2,251
|
|
|||||
Employee stock purchase plan
|
|
242,303
|
|
|
2
|
|
|
7,505
|
|
|
—
|
|
|
—
|
|
|
7,507
|
|
|||||
Stock repurchase and retirement of shares
|
|
(1,133,553
|
)
|
|
(11
|
)
|
|
(11,885
|
)
|
|
(31,195
|
)
|
|
—
|
|
|
(43,091
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
26,559
|
|
|
—
|
|
|
—
|
|
|
26,559
|
|
|||||
Vesting of restricted stock units
|
|
397,182
|
|
|
4
|
|
|
(7,164
|
)
|
|
—
|
|
|
—
|
|
|
(7,160
|
)
|
|||||
Tax benefit from stock-based compensation
(1)
|
|
—
|
|
|
—
|
|
|
2,739
|
|
|
—
|
|
|
—
|
|
|
2,739
|
|
|||||
Translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,861
|
)
|
|
(1,861
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97,201
|
|
|
—
|
|
|
97,201
|
|
|||||
Balance at December 31, 2016
|
|
52,716,388
|
|
|
527
|
|
|
562,862
|
|
|
315,573
|
|
|
(10,023
|
)
|
|
868,939
|
|
|||||
Exercise of stock options
|
|
36,561
|
|
|
—
|
|
|
351
|
|
|
—
|
|
|
—
|
|
|
351
|
|
|||||
Employee stock purchase plan
|
|
214,466
|
|
|
2
|
|
|
7,402
|
|
|
—
|
|
|
—
|
|
|
7,404
|
|
|||||
Stock repurchase and retirement of shares
|
|
(1,229,249
|
)
|
|
(12
|
)
|
|
(13,229
|
)
|
|
(44,829
|
)
|
|
—
|
|
|
(58,070
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
24,509
|
|
|
—
|
|
|
—
|
|
|
24,509
|
|
|||||
Vesting of restricted stock units
|
|
413,372
|
|
|
4
|
|
|
(15,805
|
)
|
|
—
|
|
|
—
|
|
|
(15,801
|
)
|
|||||
Translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,384
|
|
|
6,384
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157,675
|
|
|
—
|
|
|
157,675
|
|
|||||
Balance at December 31, 2017
|
|
52,151,538
|
|
|
$
|
521
|
|
|
$
|
566,090
|
|
|
$
|
428,419
|
|
|
$
|
(3,639
|
)
|
|
$
|
991,391
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
157,675
|
|
|
$
|
97,201
|
|
|
$
|
97,650
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
58,604
|
|
|
62,249
|
|
|
51,569
|
|
|||
Provision for doubtful accounts and billing adjustments
|
|
12,050
|
|
|
10,788
|
|
|
10,486
|
|
|||
Provision (benefit) for deferred income taxes
|
|
(5,140
|
)
|
|
12,834
|
|
|
11,549
|
|
|||
Stock-based compensation
|
|
24,044
|
|
|
27,024
|
|
|
22,018
|
|
|||
Workers’ compensation provision
|
|
2,908
|
|
|
2,693
|
|
|
2,117
|
|
|||
Write-off of loan costs
|
|
—
|
|
|
—
|
|
|
3,751
|
|
|||
Gain on sale of discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
(25,703
|
)
|
|||
Other
|
|
6,610
|
|
|
5,642
|
|
|
7,136
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
(50,461
|
)
|
|
(43,289
|
)
|
|
(53,775
|
)
|
|||
Prepaid expenses and income taxes
|
|
(11,861
|
)
|
|
6,433
|
|
|
100
|
|
|||
Income taxes payable
|
|
613
|
|
|
3,346
|
|
|
(7,679
|
)
|
|||
Accounts payable
|
|
315
|
|
|
(2,236
|
)
|
|
1,684
|
|
|||
Accrued payroll and contract professional pay
|
|
1,040
|
|
|
23,556
|
|
|
242
|
|
|||
Workers' compensation loss reserve
|
|
(2,616
|
)
|
|
(2,691
|
)
|
|
(901
|
)
|
|||
Payments of earn-outs
|
|
—
|
|
|
(4,780
|
)
|
|
—
|
|
|||
Other
|
|
2,665
|
|
|
561
|
|
|
3,800
|
|
|||
Net cash provided by operating activities
(1)
|
|
196,446
|
|
|
199,331
|
|
|
124,044
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Cash paid for property and equipment
|
|
(24,265
|
)
|
|
(27,138
|
)
|
|
(24,689
|
)
|
|||
Cash paid for acquisitions, net of cash acquired
|
|
(25,940
|
)
|
|
—
|
|
|
(552,777
|
)
|
|||
Cash received from sale of discontinued operations, net
|
|
—
|
|
|
6,000
|
|
|
115,440
|
|
|||
Other
|
|
88
|
|
|
(846
|
)
|
|
496
|
|
|||
Net cash used in investing activities
|
|
(50,117
|
)
|
|
(21,984
|
)
|
|
(461,530
|
)
|
|||
Cash Flows from Financing Activities
:
|
|
|
|
|
|
|
|
|
|
|||
Principal payments of long-term debt
|
|
(105,000
|
)
|
|
(129,000
|
)
|
|
(516,125
|
)
|
|||
Proceeds from long-term debt
|
|
37,000
|
|
|
11,000
|
|
|
875,000
|
|
|||
Proceeds from option exercises and employee stock purchase plan
|
|
7,755
|
|
|
9,758
|
|
|
6,591
|
|
|||
Payment of employment taxes related to release of restricted stock awards
|
|
(14,886
|
)
|
|
(7,024
|
)
|
|
(8,823
|
)
|
|||
Repurchase of common stock
|
|
(60,065
|
)
|
|
(41,096
|
)
|
|
(1,645
|
)
|
|||
Debt issuance or amendment costs
|
|
(3,273
|
)
|
|
(889
|
)
|
|
(23,890
|
)
|
|||
Payments of earn-outs
|
|
—
|
|
|
(16,814
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
(1)
|
|
(138,469
|
)
|
|
(174,065
|
)
|
|
331,108
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
1,763
|
|
|
(107
|
)
|
|
(1,467
|
)
|
|||
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash
|
|
9,623
|
|
|
3,175
|
|
|
(7,845
|
)
|
|||
Cash, Cash Equivalents and Restricted Cash at Beginning of Year
|
|
27,044
|
|
|
23,869
|
|
|
31,714
|
|
|||
Cash, Cash Equivalents and Restricted Cash at End of Year
|
|
$
|
36,667
|
|
|
$
|
27,044
|
|
|
$
|
23,869
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|||
Cash paid for:
|
|
|
|
|
|
|
|
|
|
|||
Income taxes
|
|
$
|
55,326
|
|
|
$
|
38,190
|
|
|
$
|
45,478
|
|
Interest
|
|
$
|
24,074
|
|
|
$
|
26,829
|
|
|
$
|
22,282
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
||||||
Equity consideration for acquisition
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,183
|
|
Stock option exercises
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,174
|
|
Acquisition of property and equipment through accounts payable
|
|
$
|
2,313
|
|
|
$
|
438
|
|
|
$
|
989
|
|
Unsettled repurchases of common stock
|
|
$
|
—
|
|
|
$
|
1,995
|
|
|
$
|
—
|
|
|
|
2017
|
|
2016
|
||||
Computer hardware and software
|
|
$
|
115,444
|
|
|
$
|
96,138
|
|
Furniture, fixtures and equipment
|
|
17,556
|
|
|
14,956
|
|
||
Leasehold improvements
|
|
16,628
|
|
|
12,670
|
|
||
Work-in-progress
|
|
4,565
|
|
|
5,522
|
|
||
|
|
154,193
|
|
|
129,286
|
|
||
Less -- accumulated depreciation
|
|
(96,197
|
)
|
|
(72,344
|
)
|
||
|
|
$
|
57,996
|
|
|
$
|
56,942
|
|
Cash
|
|
$
|
4,840
|
|
Accounts receivable
|
|
34,386
|
|
|
Prepaid expenses and other current assets
|
|
4,462
|
|
|
Property and equipment
|
|
5,077
|
|
|
Goodwill
|
|
358,029
|
|
|
Identifiable intangible assets
|
|
194,500
|
|
|
Other
|
|
651
|
|
|
Total assets acquired
|
|
$
|
601,945
|
|
|
|
|
||
Total liabilities assumed
|
|
12,254
|
|
|
|
|
|
||
Total purchase price
(1)
|
|
$
|
589,691
|
|
(1)
|
Excluding cash acquired and a $0.9 million adjustment for net working capital in excess of the targeted amount (thereby increasing the actual purchase price paid), the purchase price for Creative Circle was $584.0 million as described in the discussion above.
|
Revenues
|
|
$
|
12,068
|
|
Costs of services
|
|
8,653
|
|
|
Gross profit
|
|
3,415
|
|
|
Selling, general and administrative expenses
|
|
2,385
|
|
|
Amortization of intangible assets
|
|
155
|
|
|
Income before income taxes
|
|
875
|
|
|
Provision for income taxes
|
|
350
|
|
|
Income from discontinued operations, net of income taxes
|
|
$
|
525
|
|
|
Apex
|
|
Oxford
|
|
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
|
17,467
|
|
|
—
|
|
|
17,467
|
|
|||
Translation adjustment
|
|
|
|
3,115
|
|
|
3,115
|
|
|||
Balance as of December 31, 2017
|
$
|
662,084
|
|
|
$
|
232,011
|
|
|
$
|
894,095
|
|
|
|
|
|
2017
|
|
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
|
|
$
|
202,588
|
|
|
$
|
119,272
|
|
|
$
|
83,316
|
|
|
$
|
196,204
|
|
|
$
|
98,804
|
|
|
$
|
97,400
|
|
Contractor relationships
|
|
2 - 5 years
|
|
71,121
|
|
|
59,174
|
|
|
11,947
|
|
|
69,721
|
|
|
50,528
|
|
|
19,193
|
|
||||||
Non-compete agreements
|
|
2 - 7 years
|
|
11,850
|
|
|
6,600
|
|
|
5,250
|
|
|
10,861
|
|
|
4,922
|
|
|
5,939
|
|
||||||
In-use software
|
|
6 years
|
|
18,900
|
|
|
12,816
|
|
|
6,084
|
|
|
18,900
|
|
|
9,666
|
|
|
9,234
|
|
||||||
Favorable contracts
|
|
5 years
|
|
900
|
|
|
673
|
|
|
227
|
|
|
900
|
|
|
453
|
|
|
447
|
|
||||||
|
|
|
|
305,359
|
|
|
198,535
|
|
|
106,824
|
|
|
296,586
|
|
|
164,373
|
|
|
132,213
|
|
||||||
Not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Trademarks
|
|
|
|
245,942
|
|
|
—
|
|
|
245,942
|
|
|
245,517
|
|
|
—
|
|
|
245,517
|
|
||||||
Total
|
|
|
|
$
|
551,301
|
|
|
$
|
198,535
|
|
|
$
|
352,766
|
|
|
$
|
542,103
|
|
|
$
|
164,373
|
|
|
$
|
377,730
|
|
2018
|
$
|
30,322
|
|
2019
|
23,287
|
|
|
2020
|
15,613
|
|
|
2021
|
12,753
|
|
|
2022
|
8,044
|
|
|
Thereafter
|
16,805
|
|
|
|
$
|
106,824
|
|
|
2017
|
|
2016
|
||||
$200 million revolving credit facility, due February 21, 2022
|
$
|
—
|
|
|
$
|
—
|
|
Term B loan facility, due June 5, 2022
|
588,000
|
|
|
656,000
|
|
||
|
588,000
|
|
|
656,000
|
|
||
Unamortized deferred loan costs
|
(12,787
|
)
|
|
(15,645
|
)
|
||
|
$
|
575,213
|
|
|
$
|
640,355
|
|
|
|
Operating Leases
|
|
Related Party Leases
|
|
Purchase Obligations
|
|
Total
|
||||||||
2018
|
|
$
|
20,387
|
|
|
$
|
1,302
|
|
|
$
|
10,283
|
|
|
$
|
31,972
|
|
2019
|
|
17,520
|
|
|
1,282
|
|
|
8,362
|
|
|
27,164
|
|
||||
2020
|
|
14,698
|
|
|
1,314
|
|
|
1,055
|
|
|
17,067
|
|
||||
2021
|
|
12,146
|
|
|
1,347
|
|
|
—
|
|
|
13,493
|
|
||||
2022
|
|
8,089
|
|
|
1,380
|
|
|
—
|
|
|
9,469
|
|
||||
Thereafter
|
|
7,267
|
|
|
2,618
|
|
|
—
|
|
|
9,885
|
|
||||
Total
|
|
$
|
80,107
|
|
|
$
|
9,243
|
|
|
$
|
19,700
|
|
|
$
|
109,050
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
33,623
|
|
|
$
|
38,103
|
|
|
$
|
31,295
|
|
State
|
|
7,717
|
|
|
6,685
|
|
|
5,837
|
|
|||
Foreign
|
|
2,725
|
|
|
2,672
|
|
|
2,048
|
|
|||
|
|
44,065
|
|
|
47,460
|
|
|
39,180
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
||||
Federal and State
|
|
(4,726
|
)
|
|
13,169
|
|
|
11,520
|
|
|||
Foreign
|
|
(120
|
)
|
|
(426
|
)
|
|
(209
|
)
|
|||
|
|
(4,846
|
)
|
|
12,743
|
|
|
11,311
|
|
|||
|
|
$
|
39,219
|
|
|
$
|
60,203
|
|
|
$
|
50,491
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Intangibles
|
|
$
|
(73,921
|
)
|
|
$
|
(88,832
|
)
|
Depreciation expense
|
|
(9,851
|
)
|
|
(14,383
|
)
|
||
Allowance for doubtful accounts
|
|
2,615
|
|
|
3,185
|
|
||
Employee-related accruals
|
|
2,616
|
|
|
10,156
|
|
||
Stock-based compensation
|
|
4,766
|
|
|
9,300
|
|
||
Other
|
|
4,339
|
|
|
6,239
|
|
||
Net operating loss carryforwards
|
|
1,255
|
|
|
1,262
|
|
||
Valuation allowance
|
|
(1,255
|
)
|
|
(1,209
|
)
|
||
|
|
$
|
(69,436
|
)
|
|
$
|
(74,282
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income tax provision at the statutory rate
|
|
$
|
68,983
|
|
|
$
|
55,089
|
|
|
$
|
42,669
|
|
State income taxes, net of federal benefit
|
|
6,751
|
|
|
4,873
|
|
|
4,559
|
|
|||
Disallowed meals and entertainment expenses
|
|
1,854
|
|
|
1,814
|
|
|
1,718
|
|
|||
Excess stock-based compensation benefit
|
|
(4,241
|
)
|
|
(165
|
)
|
|
(168
|
)
|
|||
Impact of TCJA
|
|
(31,420
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(2,708
|
)
|
|
(1,408
|
)
|
|
1,713
|
|
|||
|
|
$
|
39,219
|
|
|
$
|
60,203
|
|
|
$
|
50,491
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Unrecognized tax benefit beginning of year
|
|
$
|
1,293
|
|
|
$
|
814
|
|
|
$
|
848
|
|
Gross increases - tax positions in current year
|
|
71
|
|
|
—
|
|
|
—
|
|
|||
Gross increases - tax positions in prior year
|
|
—
|
|
|
479
|
|
|
—
|
|
|||
Gross decreases - tax positions in prior year
|
|
(254
|
)
|
|
—
|
|
|
(34
|
)
|
|||
Lapse of the statute of limitations
|
|
(680
|
)
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefit end of year
|
|
$
|
430
|
|
|
$
|
1,293
|
|
|
$
|
814
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Weighted average number of common shares outstanding used to compute basic earnings per share
|
|
52,503
|
|
|
53,192
|
|
|
52,259
|
|
Dilutive effect of stock-based awards
|
|
702
|
|
|
555
|
|
|
746
|
|
Number of shares used to compute diluted earnings per share
|
|
53,205
|
|
|
53,747
|
|
|
53,005
|
|
|
|
Service Conditions
|
|
Performance and Service Conditions
|
|
Total
|
|
Weighted Average Grant-Date Fair Value Per Unit
|
|||||||
Unvested RSUs outstanding at December 31, 2016
|
|
279,262
|
|
|
916,593
|
|
|
1,195,855
|
|
|
|
$
|
38.78
|
|
|
Granted
|
|
120,914
|
|
|
320,406
|
|
|
441,320
|
|
|
|
$
|
49.62
|
|
|
Vested
|
|
(179,223
|
)
|
|
(525,517
|
)
|
|
(704,740
|
)
|
|
|
$
|
38.84
|
|
|
Forfeited
|
|
(13,182
|
)
|
|
(59,280
|
)
|
|
(72,462
|
)
|
|
|
$
|
40.82
|
|
|
Unvested RSUs outstanding at December 31, 2017
|
|
207,771
|
|
|
652,202
|
|
|
859,973
|
|
|
|
$
|
44.29
|
|
|
Unvested and expected to vest RSUs outstanding at December 31, 2017
|
|
191,205
|
|
|
615,460
|
|
|
806,665
|
|
|
|
$
|
44.15
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balances of liability awards at beginning of year
|
|
$
|
465
|
|
|
$
|
—
|
|
|
$
|
1,453
|
|
Expense for grants
|
|
470
|
|
|
465
|
|
|
—
|
|
|||
Settled
|
|
(935
|
)
|
|
—
|
|
|
(1,453
|
)
|
|||
Balance of liability awards at end of year
|
|
$
|
—
|
|
|
$
|
465
|
|
|
$
|
—
|
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
||||||||||||||||||||||
|
|
|
|
|
|
Number Outstanding at
|
|
Weighted Average Remaining Contractual Life (years)
|
|
Weighted Average Exercise Price
|
|
Number Exercisable at
|
|
Weighted Average Exercise Price
|
||||||||||||||
Range of Exercise Prices
|
|
December 31, 2017
|
|
|
|
December 31, 2017
|
|
|||||||||||||||||||||
$
|
4.44
|
|
|
-
|
|
$
|
7.31
|
|
|
25,653
|
|
|
1.6
|
|
|
$
|
6.25
|
|
|
|
25,653
|
|
|
|
$
|
6.25
|
|
|
$
|
7.39
|
|
|
-
|
|
$
|
7.39
|
|
|
3,500
|
|
|
2.3
|
|
|
$
|
7.39
|
|
|
|
3,500
|
|
|
|
$
|
7.39
|
|
|
$
|
8.26
|
|
|
-
|
|
$
|
8.26
|
|
|
12,023
|
|
|
3.0
|
|
|
$
|
8.26
|
|
|
|
12,023
|
|
|
|
$
|
8.26
|
|
|
$
|
10.46
|
|
|
-
|
|
$
|
10.46
|
|
|
16,494
|
|
|
3.9
|
|
|
$
|
10.46
|
|
|
|
16,494
|
|
|
|
$
|
10.46
|
|
|
$
|
16.51
|
|
|
-
|
|
$
|
16.51
|
|
|
75,000
|
|
|
4.7
|
|
|
$
|
16.51
|
|
|
|
75,000
|
|
|
|
$
|
16.51
|
|
|
$
|
4.44
|
|
|
-
|
|
$
|
16.51
|
|
|
132,670
|
|
|
3.8
|
|
|
$
|
12.79
|
|
|
|
132,670
|
|
|
|
$
|
12.79
|
|
|
|
|
Non- Qualified Stock Options
|
|
Weighted Average Exercise Price Per Share
|
|
Weighted Average Remaining Contractual
Term (Years)
|
|
Aggregate Intrinsic Value
|
|||||||
Outstanding at December 31, 2016
|
|
169,919
|
|
|
$
|
12.10
|
|
|
|
4.3
|
|
|
$
|
5,448,000
|
|
Exercised
|
|
(36,561
|
)
|
|
$
|
9.60
|
|
|
|
|
|
|
|
|
|
Canceled
|
|
(688
|
)
|
|
$
|
12.19
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2017
|
|
132,670
|
|
|
$
|
12.79
|
|
|
|
3.8
|
|
|
$
|
6,830,000
|
|
Vested and Expected to Vest at December 31, 2017
|
|
132,670
|
|
|
$
|
12.79
|
|
|
|
3.8
|
|
|
$
|
6,830,000
|
|
Exercisable at December 31, 2017
|
|
132,670
|
|
|
$
|
12.79
|
|
|
|
3.8
|
|
|
$
|
6,830,000
|
|
Year Ended
December 31,
|
|
Average fair value per share
|
|
Shares
|
|
Expense
|
|
||
2017
|
|
$9.71
|
|
214,466
|
|
$
|
2,092
|
|
|
2016
|
|
$9.05
|
|
242,303
|
|
$
|
2,497
|
|
|
2015
|
|
$7.77
|
|
204,401
|
|
$
|
1,586
|
|
|
|
Year ended December 31, 2017
|
||||||||||||||
|
Apex
|
|
Oxford
|
|
Corporate
(1)
|
|
Total
|
||||||||
Revenues
|
$
|
2,037,154
|
|
|
$
|
588,770
|
|
|
$
|
—
|
|
|
$
|
2,625,924
|
|
Gross profit
|
606,294
|
|
|
243,779
|
|
|
—
|
|
|
850,073
|
|
||||
Operating income
|
222,010
|
|
|
53,787
|
|
|
(51,061
|
)
|
|
224,736
|
|
||||
Amortization
|
29,361
|
|
|
4,083
|
|
|
—
|
|
|
33,444
|
|
|
Year ended December 31, 2016
|
||||||||||||||
|
Apex
|
|
Oxford
|
|
Corporate
(1)
|
|
Total
|
||||||||
Revenues
|
$
|
1,836,488
|
|
|
$
|
603,925
|
|
|
$
|
—
|
|
|
$
|
2,440,413
|
|
Gross profit
|
548,421
|
|
|
246,762
|
|
|
—
|
|
|
795,183
|
|
||||
Operating income
|
195,133
|
|
|
51,294
|
|
|
(56,701
|
)
|
|
189,726
|
|
||||
Amortization
|
34,359
|
|
|
5,269
|
|
|
—
|
|
|
39,628
|
|
|
Year ended December 31, 2015
|
||||||||||||||
|
Apex
|
|
Oxford
|
|
Corporate
(1)
|
|
Total
|
||||||||
Revenues
|
$
|
1,493,608
|
|
|
$
|
571,400
|
|
|
$
|
—
|
|
|
$
|
2,065,008
|
|
Gross profit
|
439,586
|
|
|
239,159
|
|
|
—
|
|
|
678,745
|
|
||||
Operating income
|
151,450
|
|
|
59,059
|
|
|
(58,401
|
)
|
|
152,108
|
|
||||
Amortization
|
28,371
|
|
|
6,096
|
|
|
—
|
|
|
34,467
|
|
(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.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Assignment
|
|
$
|
2,496,314
|
|
|
$
|
2,312,271
|
|
|
$
|
1,947,001
|
|
Permanent placement
|
|
129,610
|
|
|
128,142
|
|
|
118,007
|
|
|||
|
|
$
|
2,625,924
|
|
|
$
|
2,440,413
|
|
|
$
|
2,065,008
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Long-lived assets:
|
|
|
|
|
||||
Domestic
|
|
$
|
56,137
|
|
|
$
|
55,801
|
|
Foreign
|
|
1,859
|
|
|
1,141
|
|
||
|
|
$
|
57,996
|
|
|
$
|
56,942
|
|
Balance at beginning of year
|
|
$
|
(20,981
|
)
|
Additions for acquisitions
|
|
—
|
|
|
Payments on contingent consideration
|
|
21,594
|
|
|
Fair value adjustments
|
|
(613
|
)
|
|
Balance at end of year
|
|
$
|
—
|
|
|
|
Quarter Ended
|
|
Year Ended Dec. 31,
|
||||||||||||||||
2017
|
|
Mar. 31,
|
|
June 30,
|
|
Sept. 30,
|
|
Dec. 31,
(1)
|
|
|||||||||||
|
|
|
|
|
||||||||||||||||
Revenues
|
|
$
|
626,528
|
|
|
$
|
653,313
|
|
|
$
|
667,048
|
|
|
$
|
679,035
|
|
|
$
|
2,625,924
|
|
Gross profit
|
|
198,144
|
|
|
212,937
|
|
|
218,315
|
|
|
220,677
|
|
|
850,073
|
|
|||||
Income from continuing operations
|
|
22,382
|
|
|
33,236
|
|
|
34,879
|
|
|
67,377
|
|
|
157,874
|
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
|
9
|
|
|
(139
|
)
|
|
(23
|
)
|
|
(46
|
)
|
|
(199
|
)
|
|||||
Net income
|
|
$
|
22,391
|
|
|
$
|
33,097
|
|
|
$
|
34,856
|
|
|
$
|
67,331
|
|
|
$
|
157,675
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per share income from continuing operations and net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
|
$
|
0.43
|
|
|
$
|
0.63
|
|
|
$
|
0.66
|
|
|
$
|
1.29
|
|
|
$
|
3.01
|
|
Diluted
|
|
$
|
0.42
|
|
|
$
|
0.62
|
|
|
$
|
0.66
|
|
|
$
|
1.28
|
|
|
$
|
2.97
|
|
|
|
Quarter Ended
|
|
Year Ended Dec. 31,
|
||||||||||||||||
2016
|
|
Mar. 31,
|
|
June 30,
|
|
Sept. 30,
|
|
Dec. 31,
(2)
|
|
|||||||||||
|
|
|
|
|
||||||||||||||||
Revenues
|
|
$
|
582,040
|
|
|
$
|
608,088
|
|
|
$
|
629,401
|
|
|
$
|
620,884
|
|
|
$
|
2,440,413
|
|
Gross profit
|
|
187,782
|
|
|
202,086
|
|
|
207,120
|
|
|
198,195
|
|
|
795,183
|
|
|||||
Income from continuing operations
|
|
17,348
|
|
|
26,013
|
|
|
29,775
|
|
|
24,060
|
|
|
97,196
|
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
|
53
|
|
|
(9
|
)
|
|
(7
|
)
|
|
(32
|
)
|
|
5
|
|
|||||
Net income
|
|
$
|
17,401
|
|
|
$
|
26,004
|
|
|
$
|
29,768
|
|
|
$
|
24,028
|
|
|
$
|
97,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Per share income from continuing operations and net income:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.33
|
|
|
$
|
0.49
|
|
|
$
|
0.56
|
|
|
$
|
0.45
|
|
|
$
|
1.83
|
|
Diluted
|
|
$
|
0.32
|
|
|
$
|
0.48
|
|
|
$
|
0.55
|
|
|
$
|
0.45
|
|
|
$
|
1.81
|
|
(1)
|
On December 22, 2017, the U.S. government enacted comprehensive tax legislation, the TCJA. In the fourth quarter of 2017, the Company recorded an estimated net tax benefit of $31.4 million for the impact of the TCJA, which is included in the provision for income taxes in the consolidated statement of operations and comprehensive income, see “Note 9. Income Taxes”.
|
(2)
|
The fourth quarter of 2016 included out-of-period adjustments of $5.6 million for costs of services that were understated in prior quarters. As a result, costs of services for the fourth quarter of 2016 were overstated by $5.6 million and gross profit, net income and diluted earnings per common share were understated by $5.6 million, $3.4 million and $0.06, respectively.
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
•
|
Provide reasonable assurance regarding prevention of timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
|
|
|
|
|
Additions
|
|
|
|
|
|||||||||
Description
|
|
Balance at beginning of year
|
|
Charged to costs and expenses
|
|
Charged to other accounts
(1)
|
|
Deductions
(2)
|
|
Balance at end of year
|
|||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for doubtful accounts and billing adjustments
|
|
$
|
8,093
|
|
|
5,251
|
|
|
6,799
|
|
|
(10,234
|
)
|
|
$
|
9,909
|
|
Workers’ compensation loss reserves
|
|
$
|
15,784
|
|
|
2,908
|
|
|
—
|
|
|
(3,915
|
)
|
|
$
|
14,777
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for doubtful accounts and billing adjustments
|
|
$
|
6,682
|
|
|
2,881
|
|
|
7,907
|
|
|
(9,377
|
)
|
|
$
|
8,093
|
|
Workers’ compensation loss reserves
|
|
$
|
15,020
|
|
|
2,693
|
|
|
—
|
|
|
(1,929
|
)
|
|
$
|
15,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for doubtful accounts and billing adjustments
|
|
$
|
4,404
|
|
|
2,196
|
|
|
8,290
|
|
|
(8,208
|
)
|
|
$
|
6,682
|
|
Workers’ compensation loss reserves
|
|
$
|
15,564
|
|
|
2,117
|
|
|
—
|
|
|
(2,661
|
)
|
|
$
|
15,020
|
|
Number
|
|
Footnote
|
|
Description
|
|
(1)
|
|
|
|
|
(2)
|
|
||
|
(3)
|
|
||
4.1
|
|
(4)
|
|
Specimen Common Stock Certificate
|
|
(5)
|
|
||
|
(6)
|
|
||
|
(7)
|
|
||
|
(8)
|
|
||
|
(9)
|
|
||
|
(10)
|
|
||
|
(11)
|
|
||
|
(12)
|
|
||
|
(*)
|
|
||
|
(*)
|
|
||
|
(13)
|
|
||
|
(14)
|
|
||
|
(15)
|
|
||
|
(16)
|
|
||
|
(15)
|
|
||
|
(16)
|
|
||
|
(17)
|
|
||
|
(18)
|
|
||
|
(*)
|
|
||
|
(*)
|
|
||
|
(*)
|
|
||
|
(19)
|
|
||
|
(16)
|
|
||
|
(20)
|
|
||
|
(20)
|
|
||
|
(21)
|
|
||
|
(21)
|
|
|
(18)
|
|
||
|
(18)
|
|
||
|
(18)
|
|
||
|
(18)
|
|
||
|
(18)
|
|
||
|
(18)
|
|
||
|
(18)
|
|
||
|
(18)
|
|
||
|
(18)
|
|
||
|
(18)
|
|
||
|
(*)
|
|
||
|
(22)
|
|
||
|
(*)
|
|
||
|
(*)
|
|
||
|
(*)
|
|
||
|
(*)
|
|
||
|
(*)
|
|
||
|
(*)
|
|
||
101.INS
|
|
(*)
|
|
XBRL Instance Document
|
101.SCH
|
|
(*)
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
(*)
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
(*)
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
(*)
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
(*)
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
____
|
|
|
|
|
(*)
|
|
|
|
Filed herewith.
|
†
|
|
|
|
These exhibits relate to management contracts or compensatory plans, contracts or arrangements in which directors and/or named executive officers of the Registrant may participate.
|
(1)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on January 31, 2018.
|
(2)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on June 25, 2014.
|
(3)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on September 27, 2016.
|
(4)
|
|
|
|
Incorporated by reference from an exhibit to our Registration Statement on Form S-1 (File No. 33-50646) declared effective by the SEC on September 21, 1992.
|
(5)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on June 5, 2015.
|
(6)
|
|
|
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on August 9, 2016.
|
(7)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on February 22, 2017.
|
(8)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on August 28, 2017.
|
(9)
|
|
|
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on November 8, 2017.
|
(10)
|
|
|
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on November 8, 2010.
|
(11)
|
|
|
|
Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on March 3, 2014.
|
(12)
|
|
|
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on November 5, 2013.
|
(13)
|
|
|
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on August 9, 2010.
|
(14)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on December 18, 2012.
|
(15)
|
|
|
|
Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014.
|
(16)
|
|
|
|
Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on February 29, 2016.
|
(17)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on December 16, 2014.
|
(18)
|
|
|
|
Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on March 18, 2013.
|
(19)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on June 27, 2017.
|
(20)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on November 23, 2015.
|
(21)
|
|
|
|
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on September 7, 2012.
|
(22)
|
|
|
|
Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on March 16, 2007.
|
|
ON ASSIGNMENT, INC.
|
|
/s/ Peter T. Dameris
|
|
Peter T. Dameris
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ Peter T. Dameris
|
|
Chief Executive Officer, Director
|
|
February 28, 2018
|
Peter T. Dameris
|
|
(Principal Executive Officer)
|
|
|
/s/ Edward L. Pierce
|
|
Executive Vice President and Chief Financial Officer
|
|
February 28, 2018
|
Edward L. Pierce
|
|
(Principal Financial and Accounting Officer)
|
|
|
/s/ William E. Brock
|
|
Director
|
|
February 26, 2018
|
William E. Brock
|
|
|
|
|
/s/ Brian J. Callaghan
|
|
Director
|
|
February 26, 2018
|
Brian J. Callaghan
|
|
|
|
|
/s/ Jonathan S. Holman
|
|
Director
|
|
February 26, 2018
|
Jonathan S. Holman
|
|
|
|
|
/s/ Mariel A. Joliet
|
|
Director
|
|
February 26, 2018
|
Mariel A. Joliet
|
|
|
|
|
/s/ Jeremy M. Jones
|
|
Director
|
|
February 26, 2018
|
Jeremy M. Jones
|
|
|
|
|
/s/ Marty R. Kittrell
|
|
Director
|
|
February 26, 2018
|
Marty R. Kittrell
|
|
|
|
|
/s/ Arshad Matin
|
|
Director
|
|
February 26, 2018
|
Arshad Matin
|
|
|
|
|
/s/ Edwin A. Sheridan IV
|
|
Director
|
|
February 27, 2018
|
Edwin A. Sheridan IV
|
|
|
|
|
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