ASGN Inc - Quarter Report: 2023 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended June 30, 2023
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
Commission file number: 001-35636
ASGN Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | 95-4023433 | ||||||||||||||||
(State of Incorporation) | (I.R.S. Employer Identification No.) | ||||||||||||||||
4400 Cox Road, Suite 110
Glen Allen, Virginia 23060
(Address, including zip code, of Principal Executive Offices)
(888) 482-8068
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||||||||
| Common Stock | ASGN | NYSE | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
Emerging growth company | ☐ | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
At July 31, 2023, the total number of outstanding shares of the Common Stock of ASGN Incorporated (the "Company") ($0.01 par value) was 48.4 million.
ASGN INCORPORATED AND SUBSIDIARIES
INDEX
2
PART I — FINANCIAL INFORMATION
Item 1 — Condensed Consolidated Financial Statements (Unaudited)
ASGN INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions, except share data)
| June 30, 2023 | December 31, 2022 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 93.8 | $ | 70.3 | |||||||
| Accounts receivable, net | 828.9 | 853.6 | |||||||||
| Prepaid expenses and income taxes | 33.2 | 39.9 | |||||||||
| Other current assets | 16.4 | 17.3 | |||||||||
| Total current assets | 972.3 | 981.1 | |||||||||
| Property and equipment, net | 76.1 | 66.3 | |||||||||
| Operating lease right-of-use assets | 53.0 | 51.1 | |||||||||
| Identifiable intangible assets, net | 533.5 | 569.6 | |||||||||
| Goodwill | 1,894.0 | 1,892.0 | |||||||||
| Other non-current assets | 32.4 | 25.6 | |||||||||
| Total assets | $ | 3,561.3 | $ | 3,585.7 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 24.3 | $ | 35.2 | |||||||
| Accrued payroll | 266.5 | 285.1 | |||||||||
| Operating lease liabilities | 19.7 | 22.9 | |||||||||
| Other current liabilities | 106.1 | 98.7 | |||||||||
| Total current liabilities | 416.6 | 441.9 | |||||||||
| Long-term debt | 1,035.7 | 1,066.6 | |||||||||
| Operating lease liabilities | 37.4 | 32.3 | |||||||||
| Deferred income tax liabilities | 129.2 | 129.2 | |||||||||
| Other long-term liabilities | 15.8 | 14.4 | |||||||||
| Total liabilities | 1,634.7 | 1,684.4 | |||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $0.01 par value; 1.0 million shares authorized; no shares issued | — | — | |||||||||
Common stock, $0.01 par value; 75.0 million shares authorized; 48.5 million and 49.5 million shares outstanding at June 30, 2023 and December 31, 2022, respectively | 0.5 | 0.5 | |||||||||
| Paid-in capital | 702.8 | 703.5 | |||||||||
| Retained earnings | 1,223.6 | 1,200.0 | |||||||||
| Accumulated other comprehensive loss | (0.3) | (2.7) | |||||||||
| Total stockholders’ equity | 1,926.6 | 1,901.3 | |||||||||
| Total liabilities and stockholders’ equity | $ | 3,561.3 | $ | 3,585.7 | |||||||
See notes to condensed consolidated financial statements.
3
ASGN INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)
(in millions, except per share data)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenues | $ | 1,130.9 | $ | 1,141.8 | $ | 2,259.7 | $ | 2,232.8 | |||||||||||||||
| Costs of services | 804.6 | 797.8 | 1,607.0 | 1,562.2 | |||||||||||||||||||
| Gross profit | 326.3 | 344.0 | 652.7 | 670.6 | |||||||||||||||||||
| Selling, general and administrative expenses | 210.5 | 220.4 | 434.6 | 432.5 | |||||||||||||||||||
| Amortization of intangible assets | 17.9 | 13.5 | 36.0 | 27.4 | |||||||||||||||||||
| Operating income | 97.9 | 110.1 | 182.1 | 210.7 | |||||||||||||||||||
| Interest expense | (15.8) | (10.1) | (31.2) | (19.4) | |||||||||||||||||||
| Income before income taxes | 82.1 | 100.0 | 150.9 | 191.3 | |||||||||||||||||||
| Provision for income taxes | 22.0 | 27.4 | 41.3 | 51.1 | |||||||||||||||||||
| Income from continuing operations | 60.1 | 72.6 | 109.6 | 140.2 | |||||||||||||||||||
| Loss from discontinued operations, net of income taxes | — | (0.1) | — | (0.9) | |||||||||||||||||||
| Net income | $ | 60.1 | $ | 72.5 | $ | 109.6 | $ | 139.3 | |||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic — | |||||||||||||||||||||||
| Continuing operations | $ | 1.23 | $ | 1.42 | $ | 2.23 | $ | 2.73 | |||||||||||||||
| Discontinued operations | — | — | — | (0.01) | |||||||||||||||||||
| $ | 1.23 | $ | 1.42 | $ | 2.23 | $ | 2.72 | ||||||||||||||||
| Diluted — | |||||||||||||||||||||||
| Continuing operations | $ | 1.22 | $ | 1.41 | $ | 2.21 | $ | 2.70 | |||||||||||||||
| Discontinued operations | — | — | — | (0.01) | |||||||||||||||||||
| $ | 1.22 | $ | 1.41 | $ | 2.21 | $ | 2.69 | ||||||||||||||||
| Shares and share equivalents used to calculate earnings per share: | |||||||||||||||||||||||
| Basic | 49.0 | 51.0 | 49.1 | 51.3 | |||||||||||||||||||
| Diluted | 49.2 | 51.6 | 49.5 | 52.0 | |||||||||||||||||||
| Reconciliation of net income to comprehensive income: | |||||||||||||||||||||||
| Net income | $ | 60.1 | $ | 72.5 | $ | 109.6 | $ | 139.3 | |||||||||||||||
| Foreign currency translation adjustment | 1.4 | (1.7) | 2.4 | (1.7) | |||||||||||||||||||
| Comprehensive income | $ | 61.5 | $ | 70.8 | $ | 112.0 | $ | 137.6 | |||||||||||||||
See notes to condensed consolidated financial statements.
4
ASGN INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
(in millions)
| Common Stock | Paid-in Capital | Retained Earnings | Other | Total | ||||||||||||||||||||||||||||||||||
| Shares | Par Value | |||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2023 | 49.2 | $ | 0.5 | $ | 714.4 | $ | 1,210.3 | $ | (1.7) | $ | 1,923.5 | |||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | 11.3 | — | — | 11.3 | ||||||||||||||||||||||||||||||||
| Issuances under equity plans | 0.2 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Tax withholding on restricted stock vesting | — | — | (10.0) | — | — | (10.0) | ||||||||||||||||||||||||||||||||
| Stock repurchases and retirement of shares | (0.9) | — | (12.9) | (46.8) | — | (59.7) | ||||||||||||||||||||||||||||||||
| Other | — | — | — | — | 1.4 | 1.4 | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | 60.1 | — | 60.1 | ||||||||||||||||||||||||||||||||
Balance at June 30, 2023 | 48.5 | $ | 0.5 | $ | 702.8 | $ | 1,223.6 | $ | (0.3) | $ | 1,926.6 | |||||||||||||||||||||||||||
| Three Months Ended June 30, 2022 | ||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | 51.3 | $ | 0.5 | $ | 696.0 | $ | 1,173.0 | $ | (0.3) | $ | 1,869.2 | |||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | 11.2 | — | — | 11.2 | ||||||||||||||||||||||||||||||||
| Tax withholding on restricted stock vesting | — | — | (2.5) | — | — | (2.5) | ||||||||||||||||||||||||||||||||
| Stock repurchases and retirement of shares | (0.9) | — | (12.6) | (80.0) | — | (92.6) | ||||||||||||||||||||||||||||||||
| Other | — | — | — | — | (1.7) | (1.7) | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | 72.5 | — | 72.5 | ||||||||||||||||||||||||||||||||
Balance at June 30, 2022 | 50.4 | $ | 0.5 | $ | 692.1 | $ | 1,165.5 | $ | (2.0) | $ | 1,856.1 | |||||||||||||||||||||||||||
| Common Stock | Paid-in Capital | Retained Earnings | Other | Total | ||||||||||||||||||||||||||||||||||
| Shares | Par Value | |||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2022 | 49.5 | $ | 0.5 | $ | 703.5 | $ | 1,200.0 | $ | (2.7) | $ | 1,901.3 | |||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | 23.4 | — | — | 23.4 | ||||||||||||||||||||||||||||||||
| Issuances under equity plans | 0.4 | — | 11.1 | — | — | 11.1 | ||||||||||||||||||||||||||||||||
| Tax withholding on restricted stock vesting | — | — | (14.2) | — | — | (14.2) | ||||||||||||||||||||||||||||||||
| Stock repurchase and retirement of shares | (1.4) | — | (21.0) | (86.0) | — | (107.0) | ||||||||||||||||||||||||||||||||
| Other | — | — | — | — | 2.4 | 2.4 | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | 109.6 | — | 109.6 | ||||||||||||||||||||||||||||||||
Balance at June 30, 2023 | 48.5 | $ | 0.5 | $ | 702.8 | $ | 1,223.6 | $ | (0.3) | $ | 1,926.6 | |||||||||||||||||||||||||||
| Six Months Ended June 30, 2022 | ||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2021 | 51.8 | $ | 0.5 | $ | 690.8 | $ | 1,174.4 | $ | (0.3) | $ | 1,865.4 | |||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | 24.0 | — | — | 24.0 | ||||||||||||||||||||||||||||||||
| Issuances under equity plans | 0.2 | — | 10.4 | — | — | 10.4 | ||||||||||||||||||||||||||||||||
| Tax withholding on restricted stock vesting | — | — | (11.3) | — | — | (11.3) | ||||||||||||||||||||||||||||||||
| Stock repurchase and retirement of shares | (1.6) | — | (21.8) | (148.2) | — | (170.0) | ||||||||||||||||||||||||||||||||
| Other | — | — | — | — | (1.7) | (1.7) | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | 139.3 | — | 139.3 | ||||||||||||||||||||||||||||||||
Balance at June 30, 2022 | 50.4 | $ | 0.5 | $ | 692.1 | $ | 1,165.5 | $ | (2.0) | $ | 1,856.1 | |||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
5
ASGN INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)
| Six Months Ended | |||||||||||
| June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash Flows from Operating Activities | |||||||||||
| Net income | $ | 109.6 | $ | 139.3 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 49.8 | 39.8 | |||||||||
| Stock-based compensation | 23.4 | 24.0 | |||||||||
| Other | 3.4 | 5.1 | |||||||||
| Changes in operating assets and liabilities, net of effects of acquisitions and divestiture: | |||||||||||
| Accounts receivable | 24.7 | (136.7) | |||||||||
| Prepaid expenses and income taxes | 6.8 | 23.7 | |||||||||
| Accounts payable | (10.4) | 12.1 | |||||||||
| Accrued payroll | (19.3) | 31.9 | |||||||||
| Income taxes payable | 16.1 | 8.0 | |||||||||
| Other | (11.1) | (2.8) | |||||||||
| Net cash provided by operating activities | 193.0 | 144.4 | |||||||||
| Cash Flows from Investing Activities | |||||||||||
| Cash paid for property and equipment | (22.9) | (18.4) | |||||||||
| Cash received from the sale of a business | — | 9.8 | |||||||||
| Other | (0.6) | 2.5 | |||||||||
| Net cash used in investing activities | (23.5) | (6.1) | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Proceeds from long term debt | 73.0 | — | |||||||||
| Principal payments of long term debt | (104.5) | — | |||||||||
| Proceeds from employee stock purchase plan | 11.1 | 10.4 | |||||||||
| Repurchases of common stock | (106.4) | (168.1) | |||||||||
| Payment of employment taxes related to release of restricted stock awards | (14.2) | (11.3) | |||||||||
| Payment of contingent consideration | (5.0) | (8.1) | |||||||||
| Net cash used in financing activities | (146.0) | (177.1) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | — | (0.2) | |||||||||
| Net increase (decrease) in cash and cash equivalents | 23.5 | (39.0) | |||||||||
| Cash and cash equivalents at beginning of year | 70.3 | 529.6 | |||||||||
| Cash and cash equivalents at end of period | $ | 93.8 | $ | 490.6 | |||||||
| Supplemental Disclosure of Cash Flow Information | |||||||||||
Cash paid for — | |||||||||||
| Income taxes | $ | 8.0 | $ | 17.7 | |||||||
| Interest | $ | 30.1 | $ | 18.4 | |||||||
| Operating leases | $ | 13.2 | $ | 13.6 | |||||||
Noncash transactions — | |||||||||||
| Operating lease right of use assets obtained in exchange for operating lease liabilities | $ | 13.9 | $ | 9.8 | |||||||
See notes to condensed consolidated financial statements.
6
ASGN INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. General
Basis of presentation — The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the rules of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The December 31, 2022 balance sheet was derived from audited financial statements. The financial statements include adjustments consisting of normal recurring items, which, in the opinion of management, are necessary for a fair presentation of the financial position of ASGN Incorporated and its subsidiaries ("ASGN" or the "Company") and its results of operations for the interim dates and periods set forth herein. The results for any of the interim periods are not necessarily indicative of the results to be expected for the full year or any other period. This Quarterly 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, 2022 ("2022 10-K").
2. Goodwill and Identifiable Intangible Assets
The following table summarizes the activity related to the carrying amount of goodwill by segment since December 31, 2021 (in millions).
| Commercial | Federal Government | Total | |||||||||||||||
Balance as of December 31, 2021 | $ | 829.3 | $ | 740.2 | $ | 1,569.5 | |||||||||||
2022 acquisitions | 246.4 | 85.5 | 331.9 | ||||||||||||||
| Purchase price adjustments | 0.4 | (8.5) | (8.1) | ||||||||||||||
| Translation adjustment | (1.4) | — | (1.4) | ||||||||||||||
Balance as of December 31, 2022 | 1,074.7 | 817.2 | 1,891.9 | ||||||||||||||
| Purchase price adjustments | — | 1.1 | 1.1 | ||||||||||||||
| Translation adjustment | 1.0 | — | 1.0 | ||||||||||||||
Balance as of June 30, 2023 | $ | 1,075.7 | $ | 818.3 | $ | 1,894.0 | |||||||||||
________________________________
Approximately $250.7 million of the goodwill for the 2022 acquisitions is deductible for income tax purposes.
Acquired identifiable intangible assets consisted of the following (in millions):
| June 30, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||
| Estimated Useful Life in Years | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||||||||
| Customer and contractual relationships | 1 - 13 | $ | 589.3 | $ | 345.6 | $ | 243.7 | $ | 589.3 | $ | 315.7 | $ | 273.6 | ||||||||||||||||||||||||||||
| Contract backlog | 1 - 3 | 44.1 | 40.3 | 3.8 | 44.1 | 36.5 | 7.6 | ||||||||||||||||||||||||||||||||||
| Non-compete agreements | 1 - 7 | 41.2 | 28.0 | 13.2 | 41.2 | 25.6 | 15.6 | ||||||||||||||||||||||||||||||||||
| 674.6 | 413.9 | 260.7 | 674.6 | 377.8 | 296.8 | ||||||||||||||||||||||||||||||||||||
| Not subject to amortization: | |||||||||||||||||||||||||||||||||||||||||
| Trademarks | 272.8 | — | 272.8 | 272.8 | — | 272.8 | |||||||||||||||||||||||||||||||||||
| Total | $ | 947.4 | $ | 413.9 | $ | 533.5 | $ | 947.4 | $ | 377.8 | $ | 569.6 | |||||||||||||||||||||||||||||
Estimated future amortization expense follows (in millions):
| Remainder of 2023 | $ | 35.7 | |||
| 2024 | 58.1 | ||||
| 2025 | 48.8 | ||||
| 2026 | 41.8 | ||||
| 2027 | 32.0 | ||||
| Thereafter | 44.3 | ||||
| $ | 260.7 | ||||
7
3. Long-Term Debt
Long-term debt consisted of the following (in millions):
| June 30, 2023 | December 31, 2022 | ||||||||||
| Senior Secured Credit Facility: | |||||||||||
| Borrowings under $460 million revolving credit facility, due November 2024 | $ | — | $ | 31.5 | |||||||
| Term B loan facility, due April 2025 | 490.8 | 490.8 | |||||||||
| Unsecured Senior Notes, due May 2028 | 550.0 | 550.0 | |||||||||
| 1,040.8 | 1,072.3 | ||||||||||
| Unamortized deferred loan costs | (5.1) | (5.7) | |||||||||
| $ | 1,035.7 | $ | 1,066.6 | ||||||||
Senior Secured Credit Facility — The senior secured credit facility (the "facility") consists of a term B loan and a $460.0 million revolving credit facility (the "revolver"). Borrowings under the term B loan bear interest at the secured overnight financing rate plus a 10 basis points adjustment ("SOFR") plus 1.75 percent, or the bank’s base rate plus 0.75 percent. Borrowings under the revolver bear interest at SOFR plus 1.25 to 2.25 percent, or the bank’s base rate plus 0.25 to 1.25 percent, depending on leverage levels. A commitment fee of 0.20 to 0.35 percent is payable on the undrawn portion of the revolver. There are no required minimum payments on the facility. The revolver is limited to a maximum ratio of senior secured debt to trailing-twelve-months of lender-defined consolidated EBITDA of 3.75 to 1, which was 0.91 to 1 at June 30, 2023. The facility is secured by substantially all of the Company's assets and includes various restrictive covenants. At June 30, 2023, the Company was in compliance with its debt covenants.
Unsecured Senior Notes — The Company has $550.0 million of unsecured senior notes, which bear interest at 4.625 percent payable semiannually in arrears on May 15 and November 15. These notes are unsecured obligations and are subordinate to the senior secured credit facility. These notes also contain certain customary limitations including, the Company's ability to incur additional indebtedness, engage in mergers and acquisitions, transfer or sell assets and make certain distributions.
4. Commitments and Contingencies
The Company is involved in various legal proceedings, claims and litigation arising in the ordinary course of business, and collective class and Private Attorneys General Act ("PAGA") actions alleging violations of wage and hour laws. The Company does not believe that the disposition of matters that are pending or asserted will have a material effect on its consolidated financial statements.
5. Income Taxes
For interim reporting periods, the Company’s provision for income taxes is calculated using its annualized estimated effective tax rate for the year. This rate is based on its estimated full year income and the related income tax expense for each jurisdiction in which the Company operates. The effective tax rate can be affected by changes in the geographical mix, permanent differences and the estimate of full year pretax accounting income. This rate is adjusted for the effects of discrete items occurring in the period.
8
6. Earnings per Share
The following table shows the calculation of basic and diluted earnings per share (in millions, except per share data).
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Income from continuing operations | $ | 60.1 | $ | 72.6 | $ | 109.6 | $ | 140.2 | |||||||||||||||
| Loss from discontinued operations, net of income taxes | — | (0.1) | — | (0.9) | |||||||||||||||||||
Net income | $ | 60.1 | $ | 72.5 | $ | 109.6 | $ | 139.3 | |||||||||||||||
Weighted-average number of common shares outstanding — basic | 49.0 | 51.0 | 49.1 | 51.3 | |||||||||||||||||||
| Dilutive effect of common share equivalents | 0.2 | 0.6 | 0.4 | 0.7 | |||||||||||||||||||
Weighted-average number of common shares and share equivalents outstanding — diluted | 49.2 | 51.6 | 49.5 | 52.0 | |||||||||||||||||||
| Basic earnings per share: | |||||||||||||||||||||||
| Continuing operations | $ | 1.23 | $ | 1.42 | $ | 2.23 | $ | 2.73 | |||||||||||||||
| Discontinued operations | — | — | — | (0.01) | |||||||||||||||||||
| $ | 1.23 | $ | 1.42 | $ | 2.23 | $ | 2.72 | ||||||||||||||||
| Diluted earnings per share: | |||||||||||||||||||||||
| Continuing operations | $ | 1.22 | $ | 1.41 | $ | 2.21 | $ | 2.70 | |||||||||||||||
| Discontinued operations | — | — | — | (0.01) | |||||||||||||||||||
| $ | 1.22 | $ | 1.41 | $ | 2.21 | $ | 2.69 | ||||||||||||||||
9
7. Segment Reporting
ASGN provides information technology ("IT") services and professional solutions, including technology and creative digital marketing, across the commercial and government sectors. ASGN operates through two segments, Commercial and Federal Government. The Commercial Segment, which is the largest segment, provides consulting, creative digital marketing and permanent placement services primarily to large enterprises and Fortune 1000 companies. The Federal Government Segment provides mission-critical solutions to the Department of Defense, the intelligence community and federal civilian agencies. Virtually all of the Company's revenues are generated in the United States.
Management evaluates the performance of each segment primarily based on revenues, gross profit and operating income derived directly from internal financial reporting of the segments used for corporate management purposes, which is presented below by segment (in millions):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||
| Revenues | $ | 811.3 | $ | 850.6 | $ | 1,643.4 | $ | 1,683.5 | ||||||||||||||||||
| Gross profit | 260.9 | 281.7 | 523.3 | 554.3 | ||||||||||||||||||||||
| Operating income | 91.7 | 106.0 | 175.6 | 211.0 | ||||||||||||||||||||||
| Depreciation | 4.9 | 3.5 | 9.5 | 7.1 | ||||||||||||||||||||||
| Amortization | 8.7 | 5.6 | 17.5 | 11.3 | ||||||||||||||||||||||
| Federal Government | ||||||||||||||||||||||||||
| Revenues | $ | 319.6 | $ | 291.2 | $ | 616.3 | $ | 549.3 | ||||||||||||||||||
| Gross profit | 65.4 | 62.3 | 129.4 | 116.3 | ||||||||||||||||||||||
| Operating income | 25.1 | 25.7 | 47.7 | 42.7 | ||||||||||||||||||||||
| Depreciation | 1.5 | 1.4 | 2.9 | 2.9 | ||||||||||||||||||||||
| Amortization | 9.2 | 7.9 | 18.5 | 16.2 | ||||||||||||||||||||||
| Consolidated | ||||||||||||||||||||||||||
| Revenues | $ | 1,130.9 | $ | 1,141.8 | $ | 2,259.7 | $ | 2,232.8 | ||||||||||||||||||
| Gross profit | 326.3 | 344.0 | 652.7 | 670.6 | ||||||||||||||||||||||
| Operating income | 97.9 | 110.1 | 182.1 | 210.7 | ||||||||||||||||||||||
| Depreciation | 7.0 | 6.1 | 13.8 | 12.3 | ||||||||||||||||||||||
| Amortization | 17.9 | 13.5 | 36.0 | 27.4 | ||||||||||||||||||||||
| _______ | ||||||||||||||||||||||||||
Consolidated operating income includes corporate operating expenses, which are not allocated to the segments. These include stock-based compensation expense, depreciation expense, compensation for corporate employees, acquisition, integration and strategic planning expenses and public company expenses. | ||||||||||||||||||||||||||
10
The majority of the revenues from the Commercial Segment are generated from time-and-materials ("T&M") contracts where payments are based on fixed hourly rates for each direct labor hour expended and reimbursements for allowable material costs and out-of-pocket expenses. Revenues from the Federal Government Segment are generated from: (i) firm-fixed-price, (ii) T&M and (iii) cost reimbursable contracts. Revenues by segment and by type are as follows (in millions):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||
| Assignment | $ | 530.2 | $ | 628.4 | $ | 1,090.6 | $ | 1,256.6 | ||||||||||||||||||
| Consulting | 281.1 | 222.2 | 552.8 | 426.9 | ||||||||||||||||||||||
| 811.3 | 850.6 | 1,643.4 | 1,683.5 | |||||||||||||||||||||||
| Federal Government | ||||||||||||||||||||||||||
| Firm-fixed-price | 97.8 | 74.3 | 190.6 | 151.2 | ||||||||||||||||||||||
| Time and materials | 129.2 | 117.8 | 251.1 | 224.8 | ||||||||||||||||||||||
| Cost reimbursable | 92.6 | 99.1 | 174.6 | 173.3 | ||||||||||||||||||||||
| 319.6 | 291.2 | 616.3 | 549.3 | |||||||||||||||||||||||
| Consolidated | $ | 1,130.9 | $ | 1,141.8 | $ | 2,259.7 | $ | 2,232.8 | ||||||||||||||||||
Federal Government Segment revenues by customer type are as follows (in millions):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Department of Defense and Intelligence Agencies | $ | 155.0 | $ | 159.3 | $ | 287.9 | $ | 292.9 | ||||||||||||||||||
| Federal Civilian | 155.7 | 120.7 | 308.8 | 237.1 | ||||||||||||||||||||||
| Other | 8.9 | 11.2 | 19.6 | 19.3 | ||||||||||||||||||||||
| $ | 319.6 | $ | 291.2 | $ | 616.3 | $ | 549.3 | |||||||||||||||||||
8. Fair Value Measurements
Recurring Fair Value Measurements — The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued payroll approximate their fair value based on their short-term nature.
Nonrecurring Fair Value Measurements — Certain assets, such as goodwill and trademarks, are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, such as, when there is evidence of impairment. There were no fair value adjustments for non-financial assets or liabilities during the three months ended June 30, 2023.
The carrying amount of long-term debt recorded in the Company’s accompanying condensed consolidated balance sheet at June 30, 2023 was $1.0 billion (see Note 3. Long-Term Debt) and its fair value, determined using quoted prices in active markets for identical liabilities (Level 1 inputs), was slightly less than the carrying amount.
11
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations, as well as management's beliefs and assumptions and involve a high degree of risk and uncertainty. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Statements that include the words "believes," "anticipates," "plans," "expects," "intends," and similar expressions that convey uncertainty of future events or outcomes are forward-looking statements. Our actual results could differ materially from those discussed or suggested in the forward-looking statements herein. Factors that could cause or contribute to such differences include those described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2022 ("2022 10-K"). In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. All forward-looking statements in this document are based on information available to us as of the filing date of this Quarterly Report on Form 10-Q and we assume no obligation to update any forward-looking statements or the reasons why our actual results may differ.
OVERVIEW
ASGN provides information technology ("IT") services and professional solutions, including technology and creative digital marketing, across the commercial and government sectors. We operate through two segments, Commercial and Federal Government. The Commercial Segment, which is the largest segment, provides consulting, creative digital marketing and permanent placement services primarily to large enterprises and Fortune 1000 companies. Our Federal Government Segment provides mission-critical solutions to the Department of Defense, the intelligence community and federal civilian agencies. Virtually all of the Company's revenues are generated in the United States.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2023 COMPARED WITH THE THREE MONTHS ENDED JUNE 30, 2022
Revenues
Revenues for the quarter were $1.1 billion, down 1.0 percent over the second quarter of last year. Revenues for the quarter included approximately $52.9 million from businesses acquired in the last 12 months. Excluding the contributions from these recent acquisitions, revenue declined 5.6 percent year-over-year. The table below shows our revenues by segment for the three months ended June 30, 2023 and 2022 (in millions).
| % of Total | ||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Change | 2023 | 2022 | Change | |||||||||||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||||||||||||||
| Assignment | $ | 530.2 | $ | 628.4 | (15.6 | %) | 46.8 | % | 55.0 | % | (8.2 | %) | ||||||||||||||||||||||||||
| Consulting | 281.1 | 222.2 | 26.5 | % | 24.9 | % | 19.5 | % | 5.4 | % | ||||||||||||||||||||||||||||
| 811.3 | 850.6 | (4.6 | %) | 71.7 | % | 74.5 | % | (2.8 | %) | |||||||||||||||||||||||||||||
| Federal Government | 319.6 | 291.2 | 9.8 | % | 28.3 | % | 25.5 | % | 2.8 | % | ||||||||||||||||||||||||||||
| Consolidated | $ | 1,130.9 | $ | 1,141.8 | (1.0 | %) | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||||||
Commercial Segment — Revenues from our Commercial Segment (71.7 percent of total revenues) were down 4.6 percent year-over-year. Assignment revenues were $530.2 million (65.4 percent of the segment's revenues), down 15.6 percent year-over-year. Consulting services revenues were $281.1 million (34.6 percent of the segment's revenues), up 26.5 percent year-over-year. Excluding the contribution of $27.7 million from GlideFast, consulting services revenues were up 14.1 percent.
From an industry perspective, Commercial revenues fall into five broad industry verticals: (i) Financial Services, (ii) Consumer and Industrial, (iii) Technology, Media and Telecom ("TMT"), (iv) Healthcare, and (v) Business and Government Services. Our Consumer and Industrial and Healthcare verticals saw single-digit revenue growth year-over-year. The TMT, Business and Government Services, and Financial Services verticals were down compared with the second quarter of 2022.
Within the Commercial Segment, IT services and solutions division, which accounted for 86.0 percent of the segment's revenues in the quarter, were down 1.3 percent year-over-year. The segment's more discretionary and cyclical divisions, creative digital marketing and permanent placement, accounted for 14.0 percent of the segment's revenues and were down 21.0 percent.
Federal Government Segment — Revenues from our Federal Government Segment (28.3 percent of revenues) were up 9.8 percent year-over-year. Excluding the contribution from Iron Vine of $25.2 million, revenues increased by 1.1 percent.
12
Gross Profit and Gross Margin
The table below shows gross profit and gross margin by segment for the three months ended June 30, 2023 and 2022 (in millions).
| Gross Profit | Gross Margin | |||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Change | 2023 | 2022 | Change | |||||||||||||||||||||||||||||||||
| Commercial | $ | 260.9 | $ | 281.7 | (7.4 | %) | 32.2 | % | 33.1 | % | (0.9 | %) | ||||||||||||||||||||||||||
| Federal Government | 65.4 | 62.3 | 5.0 | % | 20.5 | % | 21.4 | % | (0.9 | %) | ||||||||||||||||||||||||||||
| Consolidated | $ | 326.3 | $ | 344.0 | (5.1 | %) | 28.9 | % | 30.1 | % | (1.2 | %) | ||||||||||||||||||||||||||
Gross profit is comprised of revenues less costs of services, which consist primarily of compensation for our contract professionals, other direct costs and reimbursable out-of-pocket expenses. Consolidated gross profit was down 5.1 percent year-over-year on a revenue decline of 1.0 percent.
Gross margin was 28.9 percent, a compression of 120 basis points from the second quarter of 2022. Both segments reported compression in gross margin. The compression in gross margin of the Commercial Segment was primarily due to a lower contribution from our more discretionary and cyclical permanent placement and creative digital marketing revenues. The compression in gross margin of the Federal Government Segment was driven by certain higher margin fixed price programs in the previous year.
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses consist primarily of compensation expense for our field operations and corporate staff, rent, information systems, marketing, telecommunications, public company expenses and other general and administrative expenses. SG&A expenses were $210.5 million (18.6 percent of revenues), compared with $220.4 million (19.3 percent of revenues) in the second quarter of 2022. This decrease reflected effective expense management and lower incentive compensation expense.
Amortization of Intangible Assets
Amortization of intangible assets was $17.9 million, up from $13.5 million in the second quarter of 2022. This increase reflects amortization expense related to businesses acquired in the second half of last year.
Interest Expense
Interest expense was $15.8 million, up from $10.1 million in the second quarter of 2022, primarily as a result of higher interest rates on the senior secured credit facility. Interest expense was comprised of $8.8 million of interest on the senior secured credit facility, $6.4 million of interest on the unsecured senior notes, and $0.6 million in amortization of deferred loan costs. The weighted-average outstanding borrowings and interest rate in the second quarter of 2023 and 2022 were $1.0 billion and 5.8 percent, and $1.0 billion and 3.7 percent, respectively.
Provision for Income Taxes
The provision for income taxes was $22.0 million, down from $27.4 million in the second quarter of 2022 due to lower income before income taxes. The effective tax rate was 26.8 percent, down from 27.4 percent in the second quarter of 2022.
Income from Continuing Operations
Income from continuing operations was $60.1 million, down from $72.6 million in the second quarter of 2022.
Loss from Discontinued Operations
Loss from discontinued operations was $0.1 million in the second quarter of 2022.
Net Income
Net income was $60.1 million, down from $72.5 million in the second quarter of 2022.
13
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2023 COMPARED WITH THE SIX MONTHS ENDED JUNE 30, 2022
Revenues
Revenues for the first half of the year were $2.3 billion, up 1.2 percent year-over-year. Revenues for the period included approximately $103.3 million from businesses acquired during the last 12 months. Excluding the contributions from acquisitions, revenues declined 3.4 percent year-over-year. The table below shows our revenues by segment for the six months ended June 30, 2023 and 2022 (in millions).
| % of Total | ||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Change | 2023 | 2022 | Change | |||||||||||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||||||||||||||
| Assignment | $ | 1,090.6 | $ | 1,256.6 | (13.2) | % | 48.2 | % | 56.3 | % | (8.1 | %) | ||||||||||||||||||||||||||
| Consulting | 552.8 | 426.9 | 29.5 | % | 24.5 | % | 19.1 | % | 5.4 | % | ||||||||||||||||||||||||||||
| 1,643.4 | 1,683.5 | (2.4) | % | 72.7 | % | 75.4 | % | (2.7 | %) | |||||||||||||||||||||||||||||
| Federal Government | 616.3 | 549.3 | 12.2 | % | 27.3 | % | 24.6 | % | 2.7 | % | ||||||||||||||||||||||||||||
| Consolidated | $ | 2,259.7 | $ | 2,232.8 | 1.2 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||||||
Commercial Segment — Revenues from our Commercial Segment (72.7 percent of total revenues) declined 2.4 percent over the first half of last year. Assignment revenues were $1.1 billion (66.4 percent of the segment's revenues), down 13.2 percent year-over-year. Consulting services revenues were $552.8 million (33.6 percent of the segment's revenues), up 29.5 percent year-over-year. Excluding the contribution of $53.6 million from GlideFast, consulting services revenues were up 16.9 percent.
Within the Commercial Segment, IT services and solutions division, which accounted for 85.7 percent of the segment's revenues in the first half of 2022, were up 0.9 percent over the same period last year driven by growth in consulting services and the contribution from GlideFast. The creative digital marketing and permanent placement divisions, which combined accounted for 14.3 percent of the segment's revenues, declined 18.2 percent.
Federal Government Segment — Revenues from our Federal Government Segment (27.3 percent of revenues) were up 12.2 percent year-over-year. Excluding the contribution from Iron Vine of $49.7 million, revenues increased by 3.2 percent.
Gross Profit and Gross Margin
The table below shows gross profit and gross margin by segment for the six months ended June 30, 2023 and 2022 (in millions).
| Gross Profit | Gross Margin | |||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Change | 2023 | 2022 | Change | |||||||||||||||||||||||||||||||||
| Commercial | $ | 523.3 | $ | 554.3 | (5.6 | %) | 31.8 | % | 32.9 | % | (1.1 | %) | ||||||||||||||||||||||||||
| Federal Government | 129.4 | 116.3 | 11.3 | % | 21.0 | % | 21.2 | % | (0.2 | %) | ||||||||||||||||||||||||||||
| Consolidated | $ | 652.7 | $ | 670.6 | (2.7 | %) | 28.9 | % | 30.0 | % | (1.1 | %) | ||||||||||||||||||||||||||
Consolidated gross profit declined 2.7 percent on revenue growth of 1.2 percent. Gross margin was 28.9 percent, a compression of 110 basis points over the first half of 2022. The compression mainly related to business mix, including a slightly higher mix of revenues from the Federal Government Segment, which have a lower gross margin than commercial revenues, and, within the Commercial Segment, a lower mix of creative digital marketing and permanent placement revenues, which have higher gross margins.
Selling, General and Administrative Expenses
SG&A expenses were $434.6 million (19.2 percent of revenues), compared with $432.5 million (19.4 percent of revenues) in the first six months of 2022. The decrease as a percent of revenues reflects effective expense management and lower incentive compensation expense.
Amortization of Intangible Assets
Amortization of intangible assets was $36.0 million, up from $27.4 million in the first six months of 2022. This increase reflects amortization expense related to businesses acquired in the second half of last year.
Interest Expense
Interest expense was $31.2 million and was comprised of $17.3 million of interest on the senior secured credit facility, $12.8 million of interest on the unsecured senior notes, and $1.1 million in amortization of deferred loan costs. The weighted-average outstanding borrowings were $1.0 billion in both periods and the weighted-average interest rate was 5.8 percent, up from 3.5 percent in the first six months of 2022.
14
Provision for Income Taxes
The provision for income taxes was $41.3 million, down from $51.1 million in the first six months of 2022 due to lower income before income taxes. The effective tax rate was 27.4 percent, up from 26.7 percent in the first six months of 2022.
Income from Continuing Operations
Income from continuing operations was $109.6 million, down from $140.2 million in the first six months of 2022.
Income from Discontinued Operations
Loss from discontinued operations was $0.9 million in the first six months of 2022.
Net Income
Net income of $109.6 million, down from $139.3 million in the first six months of 2022.
Commercial Segment - Consulting Metrics
Commercial consulting bookings are the value of new contracts entered into during a specified period, including adjustments for the effects of changes in contract scope and contract terminations ("Bookings"). The underlying contracts are terminable by the client on short notice with little or no termination penalties. The book-to-bill ratio for our commercial consulting revenues is the ratio of Bookings to commercial consulting revenues for a specified period. The average duration of commercial consulting projects is one year.
| Three Months Ended | Trailing-Twelve-Months Ended | |||||||||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||||||||
(Dollars in millions) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||
| Bookings | $ | 357.3 | $ | 340.6 | $ | 1,303.3 | $ | 1,048.7 | ||||||||||||||||||
| Book-to-Bill Ratio | 1.3 to 1 | 1.5 to 1 | 1.2 to 1 | 1.3 to 1 | ||||||||||||||||||||||
Federal Government Segment Metrics
Contract backlog for our Federal Government Segment represents the estimated amount of future revenues to be recognized under awarded contracts, including task orders and options, at a point in time ("Contract Backlog"). These estimates are subject to change and may be affected by the execution of new contracts, the extension or early termination of existing contracts, the non-renewal or completion of current contracts and adjustments to estimates for previously included contracts. The timing of the execution of new contracts and other changes are affected by the funding cycles of the government and can vary from quarter to quarter. New contract awards are the estimated amount of future revenues to be recognized under contracts awarded during a specified period, including adjustments to estimates for contracts awarded in previous periods (“New Contract Awards”). Due to variability, New Contract Awards are presented on a trailing-twelve-months (“TTM”) basis. The book-to-bill ratio for our Federal Government Segment is the ratio of New Contract Awards to revenues for a specified period. Contract backlog coverage ratio is calculated as total Contract Backlog divided by TTM revenues.
| TTM Ended June 30, | |||||||||||
| (Dollars in millions) | 2023 | 2022 | |||||||||
| New Contract Awards | $ | 1,139.4 | $ | 960.1 | |||||||
| Book-to-Bill Ratio | 0.9 to 1 | 0.9 to 1 | |||||||||
| (Dollars in millions) | June 30, 2023 | December 31, 2022 | June 30, 2022 | |||||||||||||||||
| Funded Contract Backlog | $ | 595.3 | $ | 582.3 | $ | 455.5 | ||||||||||||||
| Negotiated Unfunded Contract Backlog | 2,516.6 | 2,681.2 | 2,395.2 | |||||||||||||||||
| Contract Backlog | $ | 3,111.9 | $ | 3,263.5 | $ | 2,850.7 | ||||||||||||||
| Contract Backlog Coverage Ratio | 2.6 to 1 | 2.9 to 1 | 2.5 to 1 | |||||||||||||||||
15
Liquidity and Capital Resources
Our working capital, which is current assets less current liabilities, at June 30, 2023 was $555.7 million, and our cash and cash equivalents were $93.8 million. Our cash flows from operating activities have been our primary source of liquidity and have been sufficient to meet our working capital and capital expenditure needs. At June 30, 2023, we had full availability under the $460.0 million revolving credit facility. We believe that our cash and cash equivalents on hand, expected operating cash flows and availability under our revolving credit facility will be sufficient to fulfill our obligations, working capital requirements and capital expenditures for the next 12 months.
Net cash provided by operating activities was $193.0 million for the first six months of 2023, compared with $144.4 million in the same period of 2022. The year-over-year increase mainly relates to changes in accounts receivable and accounts receivable days sales outstanding.
Net cash used in investing activities was $23.5 million for the first six months of 2023 and included $22.9 million for capital expenditures. Net cash used in investing activities in the first six months of the prior year was $6.1 million and included $18.4 million for capital expenditures, partially offset by $9.8 million from the sale of a business.
Net cash used in financing activities was $146.0 million for the first six months of 2023 and included $106.4 million to repurchase the Company's common stock, as well as net repayments of borrowings under the revolving credit facility totaling $31.5 million. Net cash used in financing activities in the first six months of the prior year was $177.1 million and primarily consisted of $168.1 million for stock repurchases.
For details on the Company’s senior secured facility, comprised of a revolving credit facility and term B loan, and unsecured senior notes, see Note 3. Long-Term Debt in Part I Item 1.
Recent Accounting Pronouncements
There have been no recent accounting pronouncements that significantly impact the Company.
Critical Accounting Policies
There were no significant changes to our critical accounting policies and estimates during the second quarter of 2023 compared with those disclosed in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2022 10-K.
Commitments
There were no material changes to the significant commitments or contractual obligations that were disclosed in our 2022 10-K.
Item 3 — Quantitative and Qualitative Disclosures about Market Risks
With respect to our quantitative and qualitative disclosures about interest rates risks, there have been no material changes to the information included in our 2022 10-K. A hypothetical 100 basis-point change in interest rates on variable-rate debt would have resulted in an interest expense fluctuation of approximately $4.9 million based on $490.8 million of debt outstanding for any 12-month period.
Item 4 — Controls and Procedures
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 Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on this evaluation, our Chief Executive Officer and Principal Financial 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 Exchange Act is recorded, processed, summarized and reported within required time periods. We have established disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
There were no changes in our internal controls over financial reporting that occurred during the three months ended June 30, 2023 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.
16
PART II — OTHER INFORMATION
Item 1 — Legal Proceedings
We are involved in various legal proceedings, claims and litigation arising in the ordinary course of business, and collective class and PAGA actions alleging violations of wage and hour laws. 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 effect on our financial position, results of operations or cash flows.
Item 1A — Risk Factors
There have been no material changes to the risk factors previously described in our 2022 10-K.
Item 2 — Unregistered Sales of Securities and Use of Proceeds
On April 24, 2023, the Company's Board of Directors approved a new stock repurchase program under which the Company may repurchase $500.0 million of its common stock over the following two years and this replaces the previous program. Under terms of this program, purchases can be made in the open market or under a Rule 10b5-1 trading plan. The stock repurchase program does not obligate the Company to acquire any particular amount of the Company's stock and may be suspended at any time at the Company's discretion.
The Company's repurchases of its common stock during the three months ended June 30, 2023 are shown in the table below.
| 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 (in millions) | ||||||||||
| April | 58,399 | $ | 71.50 | 58,399 | $ | 495.8 | ||||||||
| May | 504,914 | $ | 67.34 | 504,914 | $ | 461.8 | ||||||||
| June | 292,842 | $ | 71.66 | 292,842 | $ | 440.8 | ||||||||
| Total | 856,155 | $ | 69.10 | 856,155 | $ | 440.8 | ||||||||
In connection with our stock-based compensation plans, during the three months ended June 30, 2023, 125,625 shares of our common stock with an aggregate value of $10.0 million were tendered by employees for payment of applicable statutory tax withholding. These shares are excluded from the table above.
Item 3 — Defaults Upon Senior Securities
None.
Item 4 — Mine Safety Disclosures
None.
Item 5 — Other Information
(c) During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
17
Item 6 — Exhibits
INDEX TO EXHIBITS
| Number | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 4.1 | Specimen Common Stock Certificate (incorporated by reference from an exhibit to the Company's Registration Statement on Form S-1 (File No. 33-50646) declared effective on September 21, 1992) (P) | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 101 | The following material from this Quarterly Report on Form 10-Q of ASGN Incorporated, Part I, Item 1 of this Form 10-Q formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income; (iii) Condensed Consolidated Statement of Stockholders’ Equity; (iv) Condensed Consolidated Statements of Cash Flows; and (v) related notes to these financial statements. | |||||||
| 104 | Cover page interactive data file (formatted in Inline XBRL and contained in Exhibit 101) | |||||||
| * | Filed herewith. | |||||||
| (P) | This exhibit originally filed in paper format. Accordingly, a hyperlink has not been provided. | |||||||
18
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ASGN Incorporated | ||||||||
| Date: August 2, 2023 | By: | /s/ Marie L. Perry | ||||||
| Marie L. Perry | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| (Principal Financial Officer and Duly Authorized Officer) | ||||||||
| Date: August 2, 2023 | By: | /s/ Rose L. Cunningham | ||||||
| Rose L. Cunningham | ||||||||
| Vice President, Chief Accounting Officer and Controller | ||||||||
19