On Assignment, Inc. (NYSE: ASGN) (the “Company”) announced today
that it has entered into a definitive purchase agreement to sell
its physician staffing segment, VISTA Staffing Solutions, Inc.
(“Vista”) to Envision Healthcare (NYSE: EVHC) (“Envision”) for
$123.0 million. Net proceeds from the sale (after income taxes and
transaction expenses) are estimated to be $102.0 to $105.0 million.
The transaction is expected to close in February pending completion
of certain closing conditions. Estimated revenues from Vista for
2014 were approximately $135.0 million.
Envision, and its more than 34,000 employees and affiliated
physicians, offers an array of physician-led healthcare related
services to consumers, hospitals, healthcare systems, health plans
and local, state and national government entities. Envision
Healthcare (NYSE: EVHC) is a leading provider of physician-led,
outsourced medical services. The company provides a broad range of
coordinated, clinically-based care solutions across the continuum
of care, from medical transportation to hospital encounters to
comprehensive care alternatives in various settings.
"We were approached by Envision, one of the largest and most
respected healthcare companies in the industry, to acquire Vista
and determined that this would greatly benefit both organizations,
our employees, and our stockholders," said Peter Dameris, President
and CEO of On Assignment. "This is an incredible opportunity for
Vista to align with a world class healthcare organization.
Furthermore, this transaction will provide us with additional cash
to pursue strategic acquisitions, execute repurchases of shares,
increase investments in our organic growth strategy, and pay down
debt.”
“We staff thousands of clinicians each year so joining forces
with the very talented team of one of the largest locum tenens
physician staffing firms in the nation was a logical move,” said
William A. Sanger, Chairman, President and Chief Executive Officer
of Envision. “We are dedicated to being pioneers in each area of
healthcare we operate and that includes the staffing of our
workforce. VISTA’s business practices and systems will be key
differentiators for us as we develop our comprehensive
multi-specialty staffing practice for all levels of
clinicians.”
Financial Treatment of Vista’s Results of Operations
In the Company’s Annual Report on Form 10-K for the year ended
December 31, 2014, which is expected to be filed with the
Securities and Exchange Commission (“SEC”) on or before March 2,
2015, Vista’s results of operations for 2014 will be included in
the Company’s consolidated results of operations, and the sale of
Vista will be disclosed as a subsequent event. In all subsequent
filings with the SEC, Vista’s operating results will be reported as
discontinued operations on a retrospective basis for all periods
presented. In the Company’s press release covering its financial
results for the fourth quarter of 2014, which is scheduled to be
released on February 18, 2015, the Company will include historical
quarterly operating results of the Company for 2013 and 2014 that
have been restated to report Vista as discontinued operations.
Board Authorizes New $100 Stock Repurchase Program
In December 2014, the Company completed its existing $100
million share repurchase program whereby the Company repurchased
3.4 million shares at an average per share price of $29.78.
On January 16, 2015, the Company’s Board of Directors authorized
a new $100 million share repurchase program subject in part to
amendment of its credit facility. The new share repurchase will be
effective beginning after close of trade two days after the
Company’s next release of earnings.
Conference Call
The Company will hold a brief conference call on Tuesday,
January 20 at 4:30 p.m. EST to discuss this transaction. The
dial-in number for this conference call is 800-230-1074
(+1-612-234-9959 outside the United States). Please reference
Conference ID number 351321. The call will be hosted by Peter
Dameris, President and Chief Executive Officer of On Assignment,
Inc. A replay of the conference call will be available from 6:30
p.m. EST on, Tuesday, January 20, 2015 until 11:30 p.m. EST on
Tuesday, February 3, 2015. The dial-in number for the replay is
800-475-6701 (+1-320-365-3844 outside the United States). The
replay access code is 351321. This call is being webcast by CCBN
and can be accessed through On Assignment's website at
www.onassignment.com.
Fourth Quarter 2014 Financial Results
As previously announced, the Company will release its financial
results for the fourth quarter of 2014 on Wednesday, February 18,
2015, to be followed by its regular quarterly conferenced call
scheduled for 4:30 p.m. EST. With respect to financial results for
the fourth quarter of 2014, the Company expects its revenues and
Adjusted EBITDA (a non-GAAP measure defined below) for the fourth
quarter of 2014 will be slightly above the high end of its
previously-announced financial estimates.
About On Assignment
On Assignment, Inc. is a leading global provider of in-demand,
skilled professionals in the growing technology, healthcare and
life sciences sectors, where quality people are the key to
success. The Company goes beyond matching résumés with
job descriptions to match people they know into positions they
understand for temporary, contract-to-hire, and direct hire
assignments. Clients recognize On Assignment for its
quality candidates, quick response, and successful assignments.
Professionals think of On Assignment as a career-building
partner with the depth and breadth of experience to help them reach
their goals.
On Assignment, which is based in Calabasas,
California, was founded in 1985 and went public in 1992. The
Company has a network of branch offices throughout the United
States, Canada, United Kingdom, Netherlands,
Ireland, and Belgium. To learn more,
visit www.onassignment.com.
Reasons for Presentation of Non-GAAP Financial
Measures
Statements in this release and the Supplemental Financial
Information accompanying include non-GAAP financial measures. Such
information is provided as additional information, not as an
alternative to our consolidated financial statements presented in
accordance with GAAP, and is intended to enhance an overall
understanding of our current financial performance. The
Supplemental Financial Information sets forth financial measures
reviewed by our management to evaluate our operating performance.
Such measures also are used to determine a portion of the
compensation for some of our executives and employees. We believe
the non-GAAP financial measures provide useful information to
management, investors and prospective investors by excluding
certain charges and other amounts that we believe are not
indicative of our core operating results. These non-GAAP measures
are included to provide management, our investors and prospective
investors with an alternative method for assessing our operating
results in a manner that is focused on the performance of our
ongoing operations and to provide a more consistent basis for
comparison between quarters. One of the non-GAAP financial measures
presented is EBITDA (earnings before interest, taxes, depreciation,
and amortization of intangible assets), other terms include
Adjusted EBITDA (EBITDA plus equity-based compensation expense,
impairment charges, write-off of loan costs, and acquisition,
integration and strategic planning expenses) and non-GAAP income
from continuing operations (income from continuing operations, plus
write-off of loan costs, and acquisition, integration and strategic
planning expenses, net of tax) and adjusted income from continuing
operations and related per share amounts. These terms might not be
calculated in the same manner as, and thus might not be comparable
to, similarly-titled measures reported by other companies. The
financial statement tables that accompany this press release
include reconciliation of each non-GAAP financial measure to the
most directly comparable GAAP measure.
Safe Harbor
Certain statements made in this news release are
“forward-looking statements” within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, and involve a high
degree of risk and uncertainty. Forward-looking statements include
statements regarding the Company's anticipated financial and
operating performance in 2014. All statements in this release,
other than those setting forth strictly historical information, are
forward-looking statements. Forward-looking statements are not
guarantees of future performance, and actual results might differ
materially. In particular, the Company makes no assurances that the
estimates of revenues, gross margin, SG&A, Adjusted EBITDA,
income from continuing operations, adjusted income from continuing
operations, earnings per share or earnings per diluted share set
forth above will be achieved. Factors that could cause or
contribute to such differences include actual demand for our
services, our ability to attract, train and retain qualified
staffing consultants, our ability to remain competitive in
obtaining and retaining temporary staffing clients, the
availability of qualified temporary professionals, management of
our growth, continued performance of our enterprise-wide
information systems, our ability to manage our potential or actual
litigation matters, the successful integration of our recently
acquired subsidiaries, the successful implementation of our
five-year strategic plan, and other risks detailed from time to
time in our reports filed with the SEC, including our Annual Report
on Form 10-K for the year ended December 31, 2013, as filed with
the SEC on March 3, 2014 and our Quarterly Reports on Form 10-Q for
the periods ended March 31, 2014, June 30, 2014 and September 30,
2014 as filed with the SEC on May 9, 2014, August 11, 2014 and
November 7, 2014, respectively. We specifically disclaim any
intention or duty to update any forward-looking statements
contained in this news release.
On Assignment, Inc.Ed PierceChief Financial
Officer818-878-7900
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