---

 

 

ON ASSIGNMENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

(In thousands, except per share data)

		Three Months Ended March 31,
		2009				2008
Revenues		$	116,802			$	152,413
Cost of services			79,818				104,985
Gross profit			36,984				47,428
Selling, general and administrative expenses			33,129				39,697
Operating income			3,855				7,731
Interest expense			(1,087	)			(3,884	)
Interest income			56				273
Income before income taxes			2,824				4,120
Provision for income taxes			1,176				1,717
Net income		$	1,648			$	2,403
Earnings per share:
Basic		$	0.05			$	0.07
Diluted		$	0.05			$	0.07
Number of shares used to calculate earnings per share:
Basic			35,840				35,266
Diluted			35,982				35,375

Reconciliation of net income to comprehensive income:
Net income		$	1,648			$	2,403
Foreign currency translation adjustment			(516	)			588
Comprehensive income		$	1,132			$	2,991

 

See notes to condensed consolidated financial statements.

 

 

---

 

ON ASSIGNMENT, INC. AND SUBSIDIARIES

(In thousands)

		Three Months Ended March 31,
		2009				2008
Cash Flows from Operating Activities:
Net income		$	1,648			$	2,403
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			1,512				1,356
Amortization of intangible assets			1,538				2,328
Provision for doubtful accounts and billing adjustments			172				316
Deferred income tax expense			13				13
Stock-based compensation			1,145				1,585
Amortization of deferred loan costs			148				148
Change in fair value of interest rate swap			(660	)			1,222
Loss on officers’ life insurance policies			56				170
Gross excess tax benefits from stock-based compensation			—				(15	)
Loss on disposal of property and equipment			28				13
Workers’ compensation and medical malpractice provision			1,544				1,481
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable			16,146				(7,993	)
Prepaid expenses			571				147
Prepaid income taxes			343				13
Accounts payable			844				1,235
Accrued payroll and contract professional pay			(4,283	)			4,425
Deferred compensation			(83	)			52
Workers’ compensation and medical malpractice loss reserves			(913	)			(786	)
Other			(1,611	)			(1,272	)
Net cash provided by operating activities			18,158				6,841
Cash Flows from Investing Activities:
Purchase of property and equipment			(1,638	)			(2,531	)
Increase in other assets			(110	)			(221	)
Net cash used in investing activities			(1,748	)			(2,752	)
Cash Flows from Financing Activities:
Net proceeds from stock transactions			291				826
Gross excess tax benefits from stock-based compensation			—				15
Deferred loan costs			(1,065	)			—
Payments of other long-term liabilities			(40	)			(268	)
Principal payments of long-term debt			(15,000	)			—
Net cash (used in) provided by financing activities			(15,814	)			573
Effect of exchange rate changes on cash and cash equivalents			(401	)			519
Net Increase in Cash and Cash Equivalents			195				5,181
Cash and Cash Equivalents at Beginning of Period			46,271				37,764
Cash and Cash Equivalents at End of Period		$	46,466			$	42,945

 (continued)

 

 

---

 

	Three Months Ended March 31,
	2009				2008
Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Income taxes, net of refunds	$	747			$	2,789
Interest	$	2,679			$	2,486
Supplemental Disclosure of Non-Cash Transactions:
Accrued earn-out payments	$	—			$	488
Acquisition of property and equipment through accounts payable	$	526			$	603

See notes to condensed consolidated financial statements.

 

 

---

 

ON ASSIGNMENT, INC. AND SUBSIDIARIES

1. Financial Statement Presentation. The accompanying condensed 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, 2008. Certain information and footnote disclosures, which are normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, 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 ended March 31, 2009 are not necessarily indicative of the results to be expected for the full year or any other period.

2. Recent Accounting Pronouncements. The disclosure requirements of SFAS No. 157, “Fair Value Measurements” (SFAS 157), which took effect on January 1, 2008, are presented in Note 4. On January 1, 2009, the Company implemented the previously deferred provisions of SFAS 157 related to non-financial assets and liabilities with no impact on the Company’s consolidated financial position or results of operations.

The accounting requirements of SFAS No. 141(R), “Business Combinations”, which took effect on January 1, 2009, were adopted but had no impact on the Company’s financial statements.

The disclosure requirements of SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133,” (SFAS 161), which took effect on January 1, 2009, are presented in Note 4.

In April 2009, the FASB issued FASB Staff Position No.107-1 and APB No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” (FSP 107-1 and APB 28-1), which requires fair value disclosures for any financial instruments that are not currently reflected on the balance sheet at fair value.  Prior disclosure requirements only applied to annual financial statements. The Company is evaluating the impact of adoption of FSP FAS 107-1 and APB 28-1, which will require additional disclosure effective for the Company’s reporting period ending June 30, 2009.

3. Long-Term Debt. Long-term debt at March 31, 2009 and December 31, 2008 consisted of the following (in thousands):

		March 31, 2009				December 31, 2008
Senior Secured Debt:
$20 million revolving credit facility, due January 2012		$	—			$	—
$145 million term loan facility, due January 2013			110,913				125,913
Total		$	110,913			$	125,913

On March 27, 2009, the Company entered into an amendment to its senior credit facility that modified certain financial covenants.  The maximum total leverage ratio (total debt to adjusted earnings before interest, taxes, depreciation and amortization, or EBITDA, as defined by the credit agreement for the preceding 12 months) was increased to 3.25:1.00 for calendar year 2009, 3.00:1.00 for January 1, 2010 through September 30, 2010, 2.75:1.00 for October 1, 2010 through December 31, 2011, and 2.50:1.00 for January 1, 2012 and thereafter, and the minimum interest coverage ratio (EBITDA to interest expense, as defined by the credit agreement for the preceding 12 months) was increased to 4.00:1.00 until maturity.  The amendment also modified the definition of the LIBOR rate to include a 3.0 percent floor and increased the spread on revolving and term loans by 150 basis points to 3.75 percent. As a condition to the effectiveness of the amendment, the Company paid down the principal balance on the term loan $15.0 million.  The credit facility is secured by all of the assets of the Company. As of March 31, 2009, the Company was in compliance with all covenants under its agreement with the credit facility and expects to remain in compliance for the next 12 months.

The principal payments made to date on the term loan were sufficient to cover required payments under the credit facility, as well as all minimum quarterly payments until maturity on January 31, 2013.  On April 30, 2009, the Company paid an additional $10.0 million against the principal balance of the term loan.  At the end of every year, the Company may need to make payments related to excess cash flow as defined by the debt agreement.

4. Fair Value of Financial Instruments. The recorded values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value based on their short-term nature.  

 

 

---

 

As of March 31, 2009, the Company only had one derivative financial instrument, an interest rate swap agreement, with a notional value of $73.0 million, entered into to fix the underlying rate on a portion of its outstanding bank loan.  The interest rate swap was not designated as a hedging instrument under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.”

On May 2, 2007, the Company entered into a transaction with a financial institution to fix the underlying interest rate on $73.0 million of its outstanding bank loan for a period of two years beginning June 30, 2007. This transaction, commonly known as an interest rate swap, essentially fixes the Company’s base borrowing rate at 4.9425 percent as opposed to a floating rate, which resets at selected periods. The current base rate on the loan balance in excess of $73.0 million, which will be reset on June 30, 2009, is 3.75 percent plus LIBOR (subject to a 3.00 percent LIBOR floor). On March 31, 2009 and 2008, the value of the swap was marked-to-market, and the Company recorded a gain of $0.7 million and a loss of $1.2 million, respectively, for the quarters then ended.

The fair value of the interest rate swap is the estimated amount the Company would receive to terminate the swap agreement at the reporting date, taking into account current interest rates and the creditworthiness of the Company and the swap counterparty depending on whether the swap is in an asset or liability position, referred to as a credit valuation adjustment.  The credit valuation adjustment at March 31, 2009 and December 31, 2008 was not significant.  The Company’s fair value measurement as of March 31, 2009 and December 31, 2008 using significant other observable inputs (Level 2) for the interest rate swap was a $0.7 million and $1.3 million, respectively, and was included in the Consolidated Balance Sheets in other current liabilities. The Company’s derivative instrument is a pay-fixed, receive-variable interest rate swap based on a LIBOR swap rate. The LIBOR swap rate is observable at commonly quoted intervals for the full term of the swap and, therefore, is considered a Level 2 item.  The Company does not use derivative financial instruments for trading or speculative purposes, nor does it use leveraged financial instruments. Credit risk related to the swap is considered minimal and is managed by requiring high credit standards for the counterparty and periodic settlements.

 

The following table reflects the fair values of the derivative instrument as of March 31, 2009 (in thousands):

 

		Asset Derivative					Liability Derivative
Derivative not Designated as Hedging Instruments under SFAS No. 133		Balance Sheet Location		Fair Value			Balance Sheet Location		Fair Value
Interest rate swap		—		$	—		Other current liabilities		$	685

 

The following table reflects the effect of derivative instruments on the Consolidated Statements of Operations and Comprehensive Income for the quarter ended March 31, 2009 (in thousands):

 

Derivative not Designated as Hedging Instruments under SFAS No. 133		Location of Gain (Loss) Recognized in Income on Derivative		Amount of Gain (Loss) Recognized in Income on Derivative
Interest rate swap		Interest expense		$	660

Certain assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment).  At March 31, 2009, no fair value adjustments were required for non-financial assets or liabilities.

5. Goodwill and Identifiable Intangible Assets. The changes in the carrying amount of goodwill for the three months ended March 31, 2009 are as follows (in thousands):

		Life Sciences				Healthcare				Physician				IT and Engineering				Total
Balance as of January 1, 2009		$	1,197			$	15,912			$	37,143			$	148,525			$	202,777
Purchase price adjustment			―				―				―				―				―
Balance as of March 31, 2009		$	1,197			$	15,912			$	37,143			$	148,525			$	202,777

In December 2008, the Company accrued for earn-outs related to Oxford and VISTA's 2008 financial performance.  The VISTA earn-out of $5.3 million was paid in April 2009.  Oxford's earn-out of $4.8 million is expected to be paid in the second quarter of 2009.  VISTA's purchase price included a $4.1 million holdback for potential claims indemnifiable by the selling shareholders.  The Company released $2.7 million of the $4.1 million holdback for potential claims indemnifiable by the selling shareholders of VISTA in April of 2009. The remaining $1.4 million has been held back pending the resolution of the Company’s claims for indemnification which is expected to be settled within the next twelve months.  

 

 

---

 

As of March 31, 2009 and December 31, 2008, the Company had the following acquired intangible assets (in thousands):

			March 31, 2009												December 31, 2008
	Estimated Useful Life		Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount				Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount
Intangible assets subject to amortization:
Customer relations	3 months - 7 years		$	17,615			$	15,155			$	2,460			$	17,615			$	14,387			$	3,228
Contractor relations	3 - 7 years			26,012				20,876				5,136				26,012				20,134				5,878
Non-compete agreements	2 - 3 years			390				296				94				390				268				122
In-use software	2 years			500				500				—				500				500				—
				44,517				36,827				7,690				44,517				35,289				9,228
Intangible assets not subject to amortization:
Trademarks				22,200				—				22,200				22,200				—				22,200
Goodwill				202,777				—				202,777				202,777				—				202,777
Total			$	269,494			$	36,827			$	232,667			$	269,494			$	35,289			$	234,205

Amortization expense for intangible assets with finite lives was $1.5 million and $2.3 million for the three months ended March 31, 2009 and 2008, respectively.  Estimated amortization for the remainder of 2009 is $4.5 million.  Estimated amortization for each of the years ended December 31, 2010 through December 31, 2013 is $1.7 million, $0.7 million, $0.4 million and $0.4 million, respectively.

The annual assessment of goodwill and other intangible assets with indefinite lives has historically been completed as of December 31 of each year. To perform the impairment test, the Company determined the fair value based upon discounted cash flows prepared for each reporting unit.  Cash flows were developed for each reporting unit based on assumptions including revenue growth expectations, gross margins, operating expense projections, working capital and capital expense requirements and income tax rates.  The principal factors used in the discounted cash flow analysis requiring judgment were the projected results of operations, weighted average cost of capital (WACC), and terminal value assumptions.  The WACC took into account the relative weights of each component of the Company’s consolidated capital structure (equity and debt) and represented the expected cost of new capital adjusted as appropriate to consider lower risk profiles associated with longer term contracts and barriers to market entry.  The terminal value assumptions were applied to the final year of the discounted cash flow model.  The Company previously determined that no impairment of goodwill or intangible assets with indefinite lives existed as of December 31, 2008.

The Company was also required to perform this assessment as of March 31, 2009 because the capital markets continued to tighten and general economic conditions continued to deteriorate.  These factors impacted the Company's financial forecasts and the Company’s stock price dropped significantly in the first quarter of 2009.  Notwithstanding these changes, in performing the interim impairment test for goodwill and other intangible assets with indefinite lives no impairment was identified as of March 31, 2009.

Due to the many variables inherent in the estimation of a business’s fair value and the relative size of the Company’s recorded goodwill, changes in assumptions may have a material effect on the results of the Company’s impairment analysis. Downward revisions of the Company's forecast, extended delays in the economic recovery and sustained decline of the Company's stock price resulting in market capitalization significantly below book value could lead to an impairment of goodwill or intangible assets with indefinite lives in future periods.

6. Property and Equipment.  The Company has capitalized costs related to its various technology initiatives. The net book value of the property and equipment related to software development was $7.3 million and $7.6 million, as of March 31, 2009 and December 31, 2008, respectively, which includes work-in-progress of $3.7 million and $3.5 million, respectively. The Company has also capitalized website development costs of $0.2 million and $0.3 million as of March 31, 2009 and December 31, 2008, respectively, of which no costs were considered work-in-progress.

 

 

 

---

 

7. Stock Option Plan and Employee Stock Purchase Plan. In the first quarter of 2009, the Company granted a discrete set of stock-based awards to certain officers that differ from generally stated terms.

 

The Chief Executive Officer (CEO) was granted the following: 1)restricted stock units (RSUs) valued at $0.5 million which vest on the third anniversary of the date of grant, 2)restricted stock awards valued at $0.5 million, which vest on December 31, 2009, contingent upon meeting certain performance objectives (based on EBITDA), and 3) RSUs valued at $0.5 million, which vest three years following the grant date, contingent upon the Company meeting certain stock price performance objectives relative to its peers over three years from the date of grant. Compensation expense related to the time-based award is $0.3 million and will be expensed over a remaining three years. Compensation expense for the performance-based award is based on estimates of the probability that the targets will be met.  The maximum compensation expense related to this award that may be recognized is $0.5 million expensed over the vesting term. The Company is still in the process of determining the appropriate grant date fair value of the market-based award. All awards are subject to the CEO’s continued employment through such vesting dates.  All awards may vest on an accelerated basis in part or in full upon the occurrence of certain events.

Additionally, the Company granted RSUs to certain other executive officers which are forty percent contingent upon the Company meeting certain performance objectives and generally vest over one year and are subject to the respective officer’s continued employment through such vesting dates.  Compensation expense for the performance-based awards is based on estimates of the probability that the targets will be met.  The maximum compensation expense related to these awards that may be recognized is $0.3 million expensed over the vesting term. The remaining sixty percent of the grant are subject solely to the respective officer’s continued employment through such vesting dates and generally vest over three years.  Compensation expense related to the time-based awards is $0.7 million, which will be expensed over the vesting term beginning in 2009.

Compensation expense charged against income related to stock-based compensation was $1.1 million and $1.6 million for the three months ended March 31, 2009 and 2008, respectively, and is included in the Consolidated Statements of Operations and Comprehensive Income in selling, general and administrative expenses.

In January 2009, the Company approved an Option Exchange Program that gave eligible employees the opportunity to exchange options with an exercise price greater than $8.00 per share that were granted on or after December 31, 2000, for a reduced number of restricted stock units at an exchange price.  Certain executive officers and the Board of Directors were not eligible to participate in the Option Exchange Program.  As a result of this Option Exchange Program, 603,700 stock options were cancelled and exchanged for 87,375 RSU awards, which will vest 50 percent on January 22, 2011, 25 percent on January 22, 2012 and 25 percent on January 22, 2013 subject to the employee's continued employment through such vesting dates.  Incremental compensation cost related to the Option Exchange was not material to the Company’s financial statements.

All shares authorized and available for issuance under the Company’s Employee Stock Purchase Plan (ESPP) were allocated and purchased as of February 27, 2009 and there is no authorization from the shareholders to replenish shares for the program going forward.  As a result, the Company has suspended the ESPP program.

8. Commitments and Contingencies.  The Company is partially self-insured for its workers’ compensation liability related to the Life Sciences, Healthcare and IT and Engineering segments as well as its medical malpractice liability in the Physician segment. The Company accounts for claims incurred but not yet reported based on estimates derived from historical claims experience and current trends of industry data. Changes in estimates and differences in estimates and actual payments for claims are recognized in the period that the estimates changed or the payments were made. The self-insurance claim liability was approximately $10.4 million and $9.8 million at March 31, 2009 and December 31, 2008, respectively.  Additionally, the Company has letters of credit outstanding to secure obligations for workers’ compensation claims with various insurance carriers.  The letters of credit outstanding at March 31, 2009 and December 31, 2008 were $3.5 million.

As of March 31, 2009 and December 31, 2008, the Company has an income tax reserve in other long-term liabilities related to uncertain tax positions of $0.3 million.

The Company is involved in various legal proceedings, claims and litigation arising in the ordinary course of business. However, based on the facts currently available, we do not believe that the disposition of matters that are pending or asserted will have a material adverse effect on our financial position, results of operations or cash flows.

 

 

---

 

9. Earnings per share. Basic earnings per share are computed based upon the weighted average number of common shares outstanding, and diluted earnings per share are computed based upon the weighted average number of common shares outstanding and dilutive common share equivalents (consisting of incentive stock options, non-qualified stock options, restricted stock awards and units and employee stock purchase plan shares) outstanding during the periods using the treasury stock method.

The following is a reconciliation of the shares used to compute basic and diluted earnings per share (in thousands):

		Three Months Ended March 31,
		2009				2008
Weighted average number of common shares outstanding used to compute basic earnings per share			35,840				35,266
Dilutive effect of stock-based awards			142				109
Number of shares used to compute diluted earnings per share			35,982				35,375

 

The following table outlines the weighted average share equivalents outstanding during each period that were excluded from the computation of diluted earnings per share because the exercise price for these options was greater than the average market price of the Company’s shares of common stock during the respective periods. Also excluded from the computation of diluted earnings per share were other share equivalents that became anti-dilutive when applying the treasury stock method (in thousands):

		Three Months Ended March 31,
		2009				2008
Anti-dilutive common share equivalents outstanding			3,776				3,351

10. Income Taxes. For the interim reporting periods, the Company prepares an estimate of the full-year income and the related income tax expense for each jurisdiction in which the Company operates.  Changes in the geographical mix, permanent differences or estimated level or annual pretax income can impact our effective rate.

 

As of March 31, 2009 and December 31, 2008, the recorded liability of the Company’s uncertain tax positions was $0.5 million, which included penalties and interest, of which $0.3 million was carried in other long-term liabilities and $0.2 million was carried as a reduction to non-current deferred tax assets. If the Company’s positions are sustained by the taxing authority in favor of the Company, the entire $0.5 million would reduce the Company’s effective tax rate.  The Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense.

The Company is subject to taxation in the United States and various states and foreign jurisdictions. Open tax years related to federal, state and foreign jurisdictions remain subject to examination but are not considered material.

11. Segment Reporting. The Company has four reportable segments: Life Sciences, Healthcare, Physician and IT and Engineering. The Company’s management evaluates the performance of each segment primarily based on revenues, gross profit and operating income. The information in the following table is derived directly from the segments’ internal financial reporting used for corporate management purposes.

 

 

---

 

The following table presents revenues, gross profit and operating income (loss) by reportable segment (in thousands):

		Three Months Ended March 31,
		2009				2008
Revenues:
Life Sciences		$	25,376			$	32,583
Healthcare			31,511				44,525
Physician			21,744				20,579
IT and Engineering			38,171				54,726
Total Revenues		$	116,802			$	152,413
Gross Profit:
Life Sciences		$	8,102			$	10,715
Healthcare			8,307				10,764
Physician			6,542				5,810
IT and Engineering			14,033				20,139
Total Gross Profit		$	36,984			$	47,428
Operating Income (loss):
Life Sciences		$	1,747			$	3,024
Healthcare			(422	)			573
Physician			1,456				605
IT and Engineering			1,074				3,529
Total Operating Income		$	3,855			$	7,731

The Company operates internationally, with operations mainly in the United States, Europe, Canada, Australia and New Zealand. The following table presents revenues by geographic location (in thousands):

 

		Three Months Ended March 31,
		2009				2008
Revenues:
Domestic		$	111,157			$	145,103
Foreign			5,645				7,310
Total Revenues		$	116,802			$	152,413

Provision for income taxes

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based on this evaluation, our Chief Executive Officer and Principal Financial and Accounting Officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.  The term “disclosure controls and procedures” means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within required time periods.  We have established disclosure controls and procedures to ensure that material information relating to the Company is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The information set forth above under Note 8, Commitments and Contingencies, contained in Notes to Consolidated Condensed Financial Statements is incorporated herein by reference.

INDEX TO EXHIBITS

Number		Footnote		Description
3.1		(1)		Certificate of Amendment of Restated Certificate of Incorporation of On Assignment, Inc.
3.2		(2)		Restated Certificate of Incorporation of On Assignment, Inc., as amended.
3.3		(3)		Amended and Restated Bylaws of On Assignment, Inc.
4.1		(4)		Specimen Common Stock Certificate.
4.2		(5)		Rights Agreement, dated June 4, 2003, between On Assignment, Inc. and U.S. Stock Transfer Corporation as Rights Agent, which includes the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock as Exhibit A, the Summary of Rights to Purchase Series A Junior Participating Preferred Stock as Exhibit B and the Form of Rights Certificate as Exhibit C.
10.1*				First Amendment to Amended and Restated Senior Executive Agreement between on Assignment, Inc. and Peter Dameris, dated March 19, 2009. †
10.2		(7)		Amendment No. 1 to Credit Agreement among On Assignment, Inc., UBS Securities, LLC, UBS AG, Stamford Branch, UBS Loan Finance, LLC and other parties thereto, dated March 27, 2009.
10.3*				2009 Chief Executive Officer Incentive Compensation Plan. †
10.4*				2009 Executive Officer Incentive Compensation Plan. †
21.1		(6)		Subsidiaries of the Registrant.
31.1*				Certification of Peter T. Dameris, Chief Executive Officer and President pursuant to Rule 13a-14(a) or 15d-14(a).
31.2*				Certification of James L. Brill, Senior Vice President, Finance and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a).
32.1*				Certification of Peter T. Dameris, Chief Executive Officer and President, and James L. Brill, Senior Vice President, Finance and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

 

 

---

 

*	Filed herewith.

 

†	These exhibits relate to management contracts or compensatory plans, contracts or arrangements in which directors and/or executive officers of the Registrant may participate.

(1)	Incorporated by reference from an exhibit filed with our Current Report on Form 8-K (File No. 0-20540) filed with the Securities and Exchange Commission on October 5, 2000.

(2)	Incorporated by reference from an exhibit filed with our Annual Report on Form 10-K (File No. 0-20540) filed with the Securities and Exchange Commission on March 30, 1993.

(3)	Incorporated by reference from an exhibit filed with our Current Report on Form 8-K (File No. 0-20540) filed with the Securities and Exchange Commission on May 3, 2002.

(4)	Incorporated by reference from an exhibit filed with our Registration Statement on Form S-1 (File No. 33-50646) declared effective by the Securities and Exchange Commission on September 21, 1992.

(5)	Incorporated by reference from an exhibit filed with our Current Report on Form 8-K (File No. 0-20540) filed with the Securities and Exchange Commission on June 5, 2003.

(6)	Incorporated by reference from an exhibit filed with our Annual Report on Form 10-K (File No. 0-20540) filed with the Securities and Exchange Commission on March 16, 2009.

(7)	Incorporated by reference from an exhibit filed with our Current Report on Form 8-K (File No. 0-20540) filed with the Securities and Exchange Commission on March 30, 2009.

 

 

---

 

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: May 11, 2009	By:	/s/ Peter T. Dameris
		Peter T. Dameris
		Chief Executive Officer and President (Principal Executive Officer)
Date: May 11, 2009	By:	/s/ James L. Brill
		James L. Brill
		Senior Vice President of Finance and Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

 

---

 

 

Exhibit 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) 

UNDER THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter T. Dameris, certify that:

1. I have reviewed this quarterly report on Form 10-Q of On Assignment, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 11, 2009
/s/ Peter T. Dameris
Peter T. Dameris
Chief Executive Officer and President