asgn-20210630

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, 2021


☐			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, 2021, the total number of outstanding shares of the Common Stock of ASGN Incorporated (the "Company") ($0.01 par value) was 52.9 million.

ASGN INCORPORATED AND SUBSIDIARIES

INDEX


PART I — FINANCIAL INFORMATION

Item 1 — Condensed Consolidated Financial Statements (Unaudited)			3

Condensed Consolidated Balance Sheets			3

Condensed Consolidated Statements of Operations and Comprehensive Income			4

Condensed Consolidated Statements of Stockholders’ Equity			5

Condensed Consolidated Statements of Cash Flows			6

Notes to Condensed Consolidated Financial Statements			7

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations			13

Item 3 — Quantitative and Qualitative Disclosures about Market Risks			17

Item 4 — Controls and Procedures			17

PART II — OTHER INFORMATION

Item 1 — Legal Proceedings			17

Item 1A — Risk Factors			17

Item 2 — Unregistered Sales of Securities and Use of Proceeds			18

Item 3 — Defaults Upon Senior Securities			18

Item 4 — Mine Safety Disclosures			18

Item 5 — Other Information			18

Item 6 — Exhibits			19

Signature			20

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, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	375.4	$	274.4
Accounts receivable, net	624.7		602.8
Prepaid expenses and income taxes	12.7		22.5
Current assets held for sale	341.9		77.4
Other current assets	16.9		17.3
Total current assets	1,371.6		994.4
Property and equipment, net	54.2		54.9
Operating lease right-of-use assets	60.6		73.0
Identifiable intangible assets, net	475.5		469.9
Goodwill	1,475.5		1,420.7
Non-current assets held for sale	—		244.5
Other non-current assets	21.4		20.6
Total assets	$	3,458.8	$	3,278.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	33.1	$	38.3
Accrued payroll and contract professional pay	278.5		238.5
Operating lease liabilities	22.6		24.3
Current liabilities held for sale	62.1		39.7
Other current liabilities	102.1		75.4
Total current liabilities	498.4		416.2
Long-term debt	1,033.7		1,033.4
Operating lease liabilities	44.0		55.4
Deferred income tax liabilities	108.5		108.5
Long-term liabilities held for sale	—		11.5
Other long-term liabilities	54.4		65.9
Total liabilities	1,739.0		1,690.9
Commitments and contingencies (Note 6)
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; 53.2 million and 52.9 million shares outstanding as of June 30, 2021 and December 31, 2020, respectively	0.5		0.5
Paid-in capital	683.0		661.3
Retained earnings	1,039.2		926.3
Accumulated other comprehensive loss	(2.9)		(1.0)
Total stockholders’ equity	1,719.8		1,587.1
Total liabilities and stockholders’ equity	$	3,458.8	$	3,278.0

See notes to condensed consolidated financial statements.

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,
	2021		2020		2021		2020
Revenues	$	974.9	$	831.9	$	1,881.9	$	1,697.3
Costs of services	698.6		604.4		1,361.9		1,227.2
Gross profit	276.3		227.5		520.0		470.1
Selling, general and administrative expenses	176.4		146.0		340.7		311.9
Amortization of intangible assets	12.0		12.4		24.0		24.4
Operating income	87.9		69.1		155.3		133.8
Interest expense	(9.4)		(9.7)		(18.6)		(21.1)
Income before income taxes	78.5		59.4		136.7		112.7
Provision for income taxes	21.2		15.9		36.6		30.1
Income from continuing operations	57.3		43.5		100.1		82.6
Income from discontinued operations, net of income taxes	6.9		5.3		12.8		10.0
Net income	$	64.2	$	48.8	$	112.9	$	92.6

Earnings per share:
Basic
Continuing operations	$	1.08	$	0.83	$	1.89	$	1.57
Discontinued operations	0.13		0.10		0.24		0.19
	$	1.21	$	0.93	$	2.13	$	1.76
Diluted
Continuing operations	$	1.06	$	0.82	$	1.86	$	1.56
Discontinued operations	0.13		0.10		0.24		0.18
	$

SEC Form 10-Q filed by ASGN Incorporated