Item 1. Financial Statements
Item 1. Financial Statements.
KELLY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(In millions of dollars except per share data)
13 Weeks Ended 39 Weeks Ended
October 1,
2023 October 2,
2022 October 1,
2023 October 2,
2022
Revenue from services $ 1,118.0 $ 1,167.9 $ 3,603.5 $ 3,731.6
Cost of services 889.5 927.3 2,880.3 2,970.0
Gross profit 228.5 240.6 723.2 761.6
Selling, general and administrative expenses 228.4 231.1 703.8 707.3
Asset impairment charge — — 2.4 —
Goodwill impairment charge — 30.7 — 30.7
Loss on disposal — 0.2 — 18.7
Gain on sale of assets — — — ( 5.3 )
Earnings (loss) from operations 0.1 ( 21.4 ) 17.0 10.2
Loss on investment in Persol Holdings — — — ( 67.2 )
Loss on currency translation from liquidation of subsidiary — — — ( 20.4 )
Other income (expense), net 1.6 0.2 3.0 1.9
Earnings (loss) before taxes and equity in net earnings of affiliate 1.7 ( 21.2 ) 20.0 ( 75.5 )
Income tax expense (benefit) ( 4.9 ) ( 5.0 ) ( 5.0 ) ( 13.1 )
Net earnings (loss) before equity in net earnings of affiliate 6.6 ( 16.2 ) 25.0 ( 62.4 )
Equity in net earnings of affiliate — — — 0.8
Net earnings (loss) $ 6.6 $ ( 16.2 ) $ 25.0 $ ( 61.6 )
Basic earnings (loss) per share $ 0.18 $ ( 0.43 ) $ 0.68 $ ( 1.62 )
Diluted earnings (loss) per share $ 0.18 $ ( 0.43 ) $ 0.67 $ ( 1.62 )
Average shares outstanding (millions):
Basic 35.4 37.9 36.2 38.2
Diluted 35.8 37.9 36.5 38.2
See accompanying unaudited Notes to Consolidated Financial Statements.
4
KELLY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(In millions of dollars)
13 Weeks Ended 39 Weeks Ended
October 1,
2023 October 2,
2022 October 1,
2023 October 2,
2022
Net earnings (loss) $ 6.6 $ ( 16.2 ) $ 25.0 $ ( 61.6 )
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax benefit of $0.0, $0.1, $0.1, and tax expense of $0.0, respectively ( 4.3 ) ( 8.8 ) 0.8 ( 17.4 )
Less: Reclassification adjustments included in net earnings (loss) - liquidation of Japan subsidiary — — — 20.4
Less: Reclassification adjustments included in net earnings (loss) - equity method investment and other — 1.9 — 4.6
Foreign currency translation adjustments ( 4.3 ) ( 6.9 ) 0.8 7.6
Other comprehensive income (loss) ( 4.3 ) ( 6.9 ) 0.8 7.6
Comprehensive income (loss) $ 2.3 $ ( 23.1 ) $ 25.8 $ ( 54.0 )
See accompanying unaudited Notes to Consolidated Financial Statements.
5
KELLY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In millions)
October 1,
2023 January 1,
2023
Assets
Current Assets
Cash and equivalents $ 117.2 $ 153.7
Trade accounts receivable, less allowances of $11.1 and $11.2 respectively 1,388.2 1,491.6
Prepaid expenses and other current assets 86.1 69.9
Total current assets 1,591.5 1,715.2
Noncurrent Assets
Property and equipment:
Property and equipment 167.0 166.8
Accumulated depreciation ( 138.2 ) ( 139.0 )
Net property and equipment 28.8 27.8
Operating lease right-of-use assets 59.9 66.8
Deferred taxes 315.3 299.7
Goodwill, net 151.1 151.1
Other assets 403.4 403.2
Total noncurrent assets 958.5 948.6
Total Assets $ 2,550.0 $ 2,663.8
See accompanying unaudited Notes to Consolidated Financial Statements.
6
KELLY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In millions)
October 1,
2023 January 1,
2023
Liabilities and Stockholders’ Equity
Current Liabilities
Short-term borrowings $ — $ 0.7
Accounts payable and accrued liabilities 647.5 723.3
Operating lease liabilities 13.2 14.7
Accrued payroll and related taxes 287.8 315.8
Accrued workers’ compensation and other claims 22.8 22.9
Income and other taxes 54.0 51.4
Total current liabilities 1,025.3 1,128.8
Noncurrent Liabilities
Operating lease liabilities 51.5 55.0
Accrued workers’ compensation and other claims 40.5 40.7
Accrued retirement benefits 185.6 174.1
Other long-term liabilities 11.4 11.0
Total noncurrent liabilities 289.0 280.8
Commitments and contingencies (see Contingencies footnote)
Stockholders’ Equity
Capital stock, $1.00 par value
Class A common stock, 100.0 shares authorized; 35.2 shares issued at 2023 and 35.1 shares issued at 2022 35.2 35.1
Class B common stock, 10.0 shares authorized; 3.3 shares issued at 2023 and 3.4 shares issued at 2022 3.3 3.4
Treasury stock, at cost
Class A common stock, 3.2 shares at 2023 and 1.0 shares at 2022 ( 56.8 ) ( 19.5 )
Class B common stock ( 0.6 ) ( 0.6 )
Paid-in capital 29.3 28.0
Earnings invested in the business 1,233.0 1,216.3
Accumulated other comprehensive income (loss) ( 7.7 ) ( 8.5 )
Total stockholders’ equity 1,235.7 1,254.2
Total Liabilities and Stockholders’ Equity $ 2,550.0 $ 2,663.8
See accompanying unaudited Notes to Consolidated Financial Statements.
7
KELLY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In millions of dollars)
13 Weeks Ended 39 Weeks Ended
October 1,
2023 October 2,
2022 October 1,
2023 October 2,
2022
Capital Stock
Class A common stock
Balance at beginning of period $ 35.2 $ 35.1 $ 35.1 $ 36.7
Conversions from Class B — — 0.1 —
Share retirement — — — ( 1.6 )
Balance at end of period 35.2 35.1 35.2 35.1
Class B common stock
Balance at beginning of period 3.3 3.4 3.4 3.4
Conversions to Class A — — ( 0.1 ) —
Balance at end of period 3.3 3.4 3.3 3.4
Treasury Stock
Class A common stock
Balance at beginning of period ( 50.7 ) ( 11.9 ) ( 19.5 ) ( 14.5 )
Net issuance of stock awards and other 1.3 0.1 4.9 2.7
Purchase of treasury stock ( 7.4 ) — ( 42.2 ) —
Balance at end of period ( 56.8 ) ( 11.8 ) ( 56.8 ) ( 11.8 )
Class B common stock
Balance at beginning of period ( 0.6 ) ( 0.6 ) ( 0.6 ) ( 0.6 )
Net issuance of stock awards — — — —
Balance at end of period ( 0.6 ) ( 0.6 ) ( 0.6 ) ( 0.6 )
Paid-in Capital
Balance at beginning of period 29.0 24.9 28.0 23.9
Net issuance of stock awards 0.3 1.7 1.3 2.7
Balance at end of period 29.3 26.6 29.3 26.6
Earnings Invested in the Business
Balance at beginning of period 1,229.1 1,239.2 1,216.3 1,315.0
Net earnings (loss) 6.6 ( 16.2 ) 25.0 ( 61.6 )
Dividends ( 2.7 ) ( 2.9 ) ( 8.3 ) ( 7.7 )
Share retirement — — — ( 25.6 )
Balance at end of period 1,233.0 1,220.1 1,233.0 1,220.1
Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period ( 3.4 ) ( 13.2 ) ( 8.5 ) ( 27.7 )
Other comprehensive income (loss), net of tax ( 4.3 ) ( 6.9 ) 0.8 7.6
Balance at end of period ( 7.7 ) ( 20.1 ) ( 7.7 ) ( 20.1 )
Stockholders’ Equity at end of period $ 1,235.7 $ 1,252.7 $ 1,235.7 $ 1,252.7
See accompanying unaudited Notes to Consolidated Financial Statements.
8
KELLY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In millions of dollars)
39 Weeks Ended
October 1,
2023 October 2,
2022
Cash flows from operating activities:
Net earnings (loss) $ 25.0 $ ( 61.6 )
Adjustments to reconcile net earnings (loss) to net cash from operating activities:
Asset impairment charge 2.4 —
Goodwill impairment charge — 30.7
Deferred income taxes on goodwill impairment charge — ( 5.3 )
Loss on disposal — 18.7
Depreciation and amortization 25.6 24.7
Operating lease asset amortization 12.4 14.2
Provision for credit losses and sales allowances 1.4 1.7
Stock-based compensation 7.9 5.9
Gain on sale of equity securities ( 2.0 ) —
Loss on investment in Persol Holdings — 67.2
Loss on currency translation from liquidation of subsidiary — 20.4
Gain on foreign currency remeasurement — ( 5.5 )
Gain on sale of assets — ( 5.3 )
Equity in net earnings of PersolKelly Asia Pacific — ( 0.8 )
Other, net 0.5 3.5
Changes in operating assets and liabilities, net of acquisition ( 39.8 ) ( 220.2 )
Net cash from (used in) operating activities 33.4 ( 111.7 )
Cash flows from investing activities:
Capital expenditures ( 12.4 ) ( 5.6 )
Proceeds from sale of assets — 4.5
Acquisition of company, net of cash received — ( 143.1 )
Cash disposed from sale of Russia, net of proceeds — ( 6.0 )
Proceeds from company-owned life insurance — 1.5
Proceeds from sale of Persol Holdings investment — 196.9
Proceeds from sale of equity method investment — 119.5
Proceeds from equity securities 2.0 —
Other investing activities ( 0.4 ) —
Net cash (used in) from investing activities ( 10.8 ) 167.7
Cash flows from financing activities:
Net change in short-term borrowings ( 0.7 ) 0.2
Financing lease payments ( 1.0 ) ( 1.2 )
Dividend payments ( 8.3 ) ( 7.7 )
Payments of tax withholding for stock awards ( 1.7 ) ( 0.9 )
Buyback of common shares ( 42.2 ) ( 27.2 )
Contingent consideration payments ( 2.5 ) ( 0.7 )
Other financing activities ( 0.2 ) 0.1
Net cash used in financing activities ( 56.6 ) ( 37.4 )
Effect of exchange rates on cash, cash equivalents and restricted cash ( 1.9 ) ( 7.4 )
Net change in cash, cash equivalents and restricted cash ( 35.9 ) 11.2
Cash, cash equivalents and restricted cash at beginning of period 162.4 119.5
Cash, cash equivalents and restricted cash at end of period (1)
$ 126.5 $ 130.7
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KELLY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(UNAUDITED)
(In millions of dollars)
(1) The following table provides a reconciliation of cash, cash equivalents and restricted cash to the amounts reported in our consolidated balance sheets:
39 Weeks Ended
October 1,
2023 October 2,
2022
Reconciliation of cash, cash equivalents and restricted cash:
Current assets:
Cash and cash equivalents $ 117.2 $ 122.4
Restricted cash included in prepaid expenses and other current assets 0.9 0.8
Noncurrent assets:
Restricted cash included in other assets 8.4 7.5
Cash, cash equivalents and restricted cash at end of period $ 126.5 $ 130.7
See accompanying unaudited Notes to Consolidated Financial Statements.
10
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements of Kelly Services, Inc. (the “Company,” “Kelly,” “we” or “us”) have been prepared in accordance with Rule 10-01 of Regulation S-X and do not include all the information and notes required by generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, necessary for a fair statement of the results of the interim periods, have been made. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. The unaudited consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended January 1, 2023, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2023 (the 2022 consolidated financial statements). There were no changes in accounting policies as disclosed in the Form 10-K. The Company’s third fiscal quarter ended on October 1, 2023 and October 2, 2022, each of which contained 13 weeks. The corresponding September year-to-date periods for 2023 and 2022 each contained 39 weeks.
Certain reclassifications have been made to the prior year's consolidated financial statements to conform to the current year's presentation.
11
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
2. Revenue
Revenue Disaggregated by Service Type
Kelly has five operating segments: Professional & Industrial (“P&I”), Science, Engineering & Technology (“SET”), Education, Outsourcing & Consulting Group ("Outsourcing & Consulting," "OCG") and International. Other than OCG, each segment delivers talent through staffing services, permanent placement or outcome-based services. Our OCG segment delivers talent solutions including managed service provider ("MSP"), payroll process outsourcing ("PPO"), recruitment process outsourcing ("RPO"), and talent advisory services. International also delivers RPO talent solutions within its local markets.
The following table presents our segment revenues disaggregated by service type (in millions of dollars):
Third Quarter September Year to Date
2023 2022 2023 2022
Professional & Industrial
Staffing services $ 253.8 $ 297.9 $ 785.6 $ 942.3
Permanent placement 3.1 6.1 10.9 24.0
Outcome-based services 107.6 104.6 334.8 302.4
Total Professional & Industrial 364.5 408.6 1,131.3 1,268.7
Science, Engineering & Technology
Staffing services 197.7 220.6 601.2 664.3
Permanent placement 4.3 7.1 14.1 23.6
Outcome-based services 93.7 93.6 288.2 274.8
Total Science, Engineering & Technology 295.7 321.3 903.5 962.7
Education
Staffing services 126.6 103.0 578.3 427.4
Permanent placement 1.5 1.3 5.6 5.8
Total Education 128.1 104.3 583.9 433.2
Outsourcing & Consulting
Talent solutions 114.1 118.5 342.4 352.0
Total Outsourcing & Consulting 114.1 118.5 342.4 352.0
International
Staffing services 214.5 205.8 639.3 684.7
Permanent placement 5.7 5.3 17.2 17.8
Talent solutions 0.4 4.4 1.0 13.4
Total International 220.6 215.5 657.5 715.9
Total Intersegment ( 5.0 ) ( 0.3 ) ( 15.1 ) ( 0.9 )
Total Revenue from Services $ 1,118.0 $ 1,167.9 $ 3,603.5 $ 3,731.6
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KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
Revenue Disaggregated by Geography
Our operations are subject to different economic and regulatory environments depending on geographic location. Our P&I and Education segments operate in the Americas region, our SET segment operates in the Americas and Europe regions, and OCG operates in the Americas, Europe and Asia-Pacific regions. Our International segment includes our staffing operations in Europe as well as Mexico, which is included in the Americas region.
The below table presents our revenues disaggregated by geography (in millions of dollars):
Third Quarter September Year to Date
2023 2022 2023 2022
Americas
United States $ 795.5 $ 861.0 $ 2,647.1 $ 2,746.5
Canada 50.9 43.3 142.2 122.7
Puerto Rico 26.5 28.3 81.1 84.8
Mexico 18.4 10.9 55.1 32.4
Total Americas Region 891.3 943.5 2,925.5 2,986.4
Europe
Switzerland 57.0 55.2 165.9 165.5
Portugal 48.6 41.9 142.3 125.8
France 47.0 45.8 145.0 150.8
Italy 16.1 16.4 49.5 54.3
Russia — 5.0 — 63.4
Other 47.1 49.8 142.4 152.8
Total Europe Region 215.8 214.1 645.1 712.6
Total Asia-Pacific Region 10.9 10.3 32.9 32.6
Total Kelly Services, Inc. $ 1,118.0 $ 1,167.9 $ 3,603.5 $ 3,731.6
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KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
The below table presents our SET, OCG and International segment revenues disaggregated by geographic region (in millions of dollars):
Third Quarter September Year to Date
2023 2022 2023 2022
Science, Engineering & Technology
Americas $ 292.0 $ 317.2 $ 891.4 $ 951.4
Europe 3.7 4.1 12.1 11.3
Total Science, Engineering & Technology $ 295.7 $ 321.3 $ 903.5 $ 962.7
Outsourcing & Consulting
Americas $ 94.1 $ 103.1 $ 281.2 $ 302.5
Europe 9.1 5.1 28.3 16.9
Asia-Pacific 10.9 10.3 32.9 32.6
Total Outsourcing & Consulting $ 114.1 $ 118.5 $ 342.4 $ 352.0
International
Americas $ 17.6 $ 10.6 $ 52.8 $ 31.5
Europe 203.0 204.9 604.7 684.4
Total International $ 220.6 $ 215.5 $ 657.5 $ 715.9
Deferred Costs
Deferred fulfillment costs, which are included in prepaid expenses and other current assets in the consolidated balance sheet, were $ 3.3 million as of third quarter-end 2023 and $ 2.7 million as of year-end 2022. Amortization expense for the deferred costs in the third quarter and September year-to-date 2023 was $ 1.7 million and $ 5.5 million, respectively. Amortization expense for the deferred costs in the third quarter and September year-to-date 2022 was $ 3.2 million and $ 7.0 million, respectively.
3. Credit Losses
The rollforward of our allowance for credit losses related to trade accounts receivable, which is recorded in trade accounts receivable, less allowance in the consolidated balance sheet, is as follows (in millions of dollars):
September Year to Date
2023 2022
Allowance for credit losses:
Beginning balance $ 7.7 $ 9.4
Current period provision 1.4 1.3
Currency exchange effects 0.1 ( 0.4 )
Write-offs ( 1.5 ) ( 1.8 )
Ending balance $ 7.7 $ 8.5
Write-offs are presented net of recoveries, which were not material for third quarter-end 2023 or 2022. No other allowances related to other receivables were material as of third quarter-end 2023 or year-end 2022.
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KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
4. Acquisitions and Disposition
Acquisitions
In the second quarter of 2022, Kelly Services USA, LLC ("KSU"), a wholly owned subsidiary of the Company, acquired Pediatric Therapeutic Services ("PTS"), as detailed below. In the first quarter of 2022, the Company acquired Rocket Power Holdings LLC and Rocket Power Ops LLC (collectively, "RocketPower"), as detailed below.
Pediatric Therapeutic Services
On May 2, 2022, KSU acquired 100 % of the membership interests of PTS for a purchase price of $ 82.1 million. PTS is a specialty firm that provides and manages various state and federally mandated in-school therapy services. This acquisition expands Education's K-12 solution offering in the education staffing market and serves as an entry point into the therapeutic services market. Under terms of the purchase agreement, the purchase price was adjusted for cash held by PTS at the closing date and estimated working capital adjustments resulting in the Company paying cash of $ 85.7 million. Total consideration included $ 1.1 million of additional consideration that was payable to the seller related to employee retention credits and was recorded in accounts payable and accrued liabilities in the consolidated balance sheet. In the third quarter of 2022, the Company paid $ 0.1 million of the employee retention credits and the remaining $ 1.0 million was paid in the second quarter of 2023. There is no remaining liability related to the additional consideration as of third quarter-end 2023. The total consideration at the time of purchase was as follows (in millions of dollars):
Cash consideration paid $ 85.7
Additional consideration payable 1.1
Total consideration $ 86.8
As of May 2023, the purchase price allocation for this acquisition was final. PTS's results of operations are included in the Education segment. Our consolidated revenues for September year-to-date 2023 included $ 37.4 million from PTS. Our consolidated earnings from operations for September year-to-date 2023 included $ 5.2 million from PTS. Goodwill generated from the acquisition was primarily attributable to expected synergies from combining operations and expanding market potential and was assigned to the Education operating segment. All of the goodwill is expected to be deductible for tax purposes.
RocketPower
On March 7, 2022, the Company acquired 100 % of the issued and outstanding membership interests of RocketPower for a purchase price of $ 59.3 million. RocketPower is a provider of RPO and other outsourced talent solutions to customers including U.S. technology companies. This acquisition expands OCG's RPO solution and delivery offering. Under terms of the purchase agreement, the purchase price was adjusted for cash held by RocketPower at the closing date and estimated working capital adjustments resulting in the Company paying cash of $ 61.8 million. Total consideration included $ 1.1 million of additional consideration that was payable to the seller in 2023 related to employee retention credits and was settled in the second quarter of 2023 and there is no remaining liability. The total consideration also included contingent consideration with an initial estimated fair value of $ 0.6 million related to an earnout payment with a maximum potential cash payment of $ 31.8 million in the event certain financial metrics are met per the terms of the agreement. The initial fair value of the earnout was established using a Black Scholes model, see the Fair Value Measurements footnote for information regarding subsequent reassessments. The total consideration at the time of purchase was as follows (in millions of dollars):
Cash consideration paid $ 61.8
Additional consideration payable 1.1
Contingent consideration 0.6
Total consideration $ 63.5
As of first quarter-end 2023, the purchase price allocation for this acquisition was final. RocketPower's results of operations are included in the OCG segment. Our consolidated revenues for September year-to-date 2023 included $ 5.8 million from
15
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
RocketPower and our consolidated earnings from operations for September year-to-date 2023 included a loss of $ 4.5 million from RocketPower. Goodwill generated from the acquisition was primarily attributable to expected synergies from combining operations and expanding market potential and was assigned to the OCG operating segment. The amount of goodwill expected to be deductible for tax purposes is approximately $ 27.5 million. In the third and fourth quarters of 2022, changes in market conditions triggered interim impairment tests for both long-lived assets and goodwill, resulting in the Company recording a goodwill impairment charge of $ 41.0 million.
Disposition
On July 20, 2022, the Company completed the sale of its Russia operations, which was included in the Company's International operating segment. The Company received cash proceeds of $ 7.4 million, which was less than the cash disposed of in the sale, resulting in investing cash outflows of $ 6.0 million in the consolidated statements of cash flows. The disposal group was previously reported as held for sale as of our second quarter-end 2022 with an $ 18.5 million impairment charge associated with the transaction. The total loss on the sale was $ 18.7 million, resulting from an additional $ 0.2 million loss on the transaction in the third quarter of 2022, which was recorded in loss on disposal in the consolidated statements of earnings. The loss on disposal includes the liquidation of the cumulative translation adjustment of $ 1.4 million.
The disposal group did not meet the requirements to be classified as discontinued operations as the sale did not have a material effect on the Company's operations and did not represent a strategic shift in the Company's strategy. Our consolidated earnings before taxes for the third quarter and September year-to-date 2022 included $ 0.3 million and $ 1.4 million, respectively, from the Russia operations.
The major classes of divested assets and liabilities were as follows (in millions of dollars):
Assets divested
Cash and equivalents $ 13.4
Trade accounts receivable, net 22.8
Prepaid expenses and other current assets 0.7
Property and equipment, net 0.7
Deferred taxes 0.4
Other assets 0.3
Assets divested 38.3
Liabilities divested
Accounts payable and accrued liabilities ( 0.6 )
Accrued payroll and related taxes ( 7.3 )
Income and other taxes ( 5.7 )
Liabilities divested ( 13.6 )
Disposal group, net $ 24.7
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KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
5. Investment in Persol Holdings
Prior to February 2022, the Company had a yen-denominated investment through the Company's subsidiary, Kelly Services Japan, Inc., in the common stock of Persol Holdings Co., Ltd. ("Persol Holdings"), the 100% owner of Persol Asia Pacific Pte. Ltd., the Company’s joint venture partner in PersolKelly Pte. Ltd. (the "JV"). In February 2022, the Company's board approved a series of transactions that ended the cross-shareholding agreement with Persol Holdings.
On February 14, 2022, the Company repurchased 1,576,169 Class A and 1,475 Class B common shares held by Persol Holdings for $ 27.2 million. The purchase price was based on the average closing price of the last five business days prior to the transaction. The shares were subsequently retired and returned to an authorized, unissued status. In accordance with the Company's policy, the amount paid to repurchase the shares in excess of par value of $ 25.6 million was recorded to earnings invested in the business in the consolidated balance sheet at the time of the share retirement.
On February 15, 2022, Kelly Services Japan, Inc. sold the investment in the common stock of Persol Holdings in an open-market transaction for proceeds of $ 196.9 million, net of transaction fees. As our investment was a noncontrolling interest in Persol Holdings, the investment was recorded at fair value based on the quoted market price of Persol Holdings stock on the Tokyo Stock Exchange through the date of the transaction. The $ 67.2 million loss in the first quarter of 2022 recorded in loss on investment in Persol Holdings in the consolidated statements of earnings included $ 52.4 million for losses related to changes in fair value up to the date of the transaction and $ 14.8 million for the discount from the market price on the date of the sale and transaction costs.
Subsequent to the transaction discussed above, the Company commenced the dissolution process of its Kelly Services Japan, Inc. subsidiary, which was considered substantially liquidated as of first quarter-end 2022. As a result, the Company recognized a $ 20.4 million cumulative translation adjustment loss in the first quarter of 2022, which was recorded in loss on currency translation from liquidation of subsidiary in the consolidated statements of earnings. The Company also recognized a $ 5.5 million foreign exchange gain related to U.S.-denominated cash equivalents held by Kelly Services Japan, Inc. following the sale of the Persol Holdings shares and prior to a dividend payment to the Company in the first quarter of 2022. The foreign exchange gain was recorded in other income (expense), net in the consolidated statements of earnings. The dissolution of the Kelly Services Japan, Inc. subsidiary was completed in the fourth quarter of 2022.
6. Investment in PersolKelly Pte. Ltd.
Prior to February 2022, the Company had a 49 % ownership interest in the JV (see Investment in Persol Holdings footnote above), a staffing services business currently operating in ten geographies in the Asia-Pacific region. On February 14, 2022, the Company entered into an agreement to sell 95 % of the Company's shares in the JV to Persol Asia Pacific Pte. Ltd. On March 1, 2022, the Company received cash proceeds of $ 119.5 million. The carrying value of the shares sold was $ 117.6 million. In addition, the Company had $ 1.9 million of accumulated other comprehensive income representing the Company's share of the JV's other comprehensive income over time related to the shares sold that was realized upon the sale, offsetting the $ 1.9 million gain that resulted from the proceeds in excess of the carrying value.
The operating results of the Company’s interest in the JV were accounted for on a one-quarter lag under the equity method and were reported in equity in net earnings of affiliate in the consolidated statements of earnings through the date of the sale. Such amounts were earnings of $ 0.8 million in the first quarter of 2022, representing the results through the date of the sale.
After the sale, the Company has a 2.5 % ownership interest in the JV and discontinued its use of equity method accounting. The remaining investment is accounted for as an equity investment without a readily determinable fair value (see Fair Value Measurements footnote). The equity investment, included in other assets on the Company’s consolidated balance sheet, totaled $ 6.4 million as of third quarter-end 2023 and year-end 2022.
17
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
7. Fair Value Measurements
Trade accounts receivable, short-term borrowings, accounts payable, accrued liabilities and accrued payroll and related taxes approximate their fair values due to the short-term maturities of these assets and liabilities.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables present assets and liabilities measured at fair value on a recurring basis as of third quarter-end 2023 and year-end 2022 in the consolidated balance sheet by fair value hierarchy level, as described below.
Level 1 measurements consist of unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 measurements include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3 measurements include significant unobservable inputs.
As of Third Quarter-End 2023
Description Total Level 1 Level 2 Level 3
(In millions of dollars)
Money market funds $ 45.0 $ 45.0 $ — $ —
Total assets at fair value $ 45.0 $ 45.0 $ — $ —
Brazil indemnification $ ( 2.9 ) $ — $ — $ ( 2.9 )
Total liabilities at fair value $ ( 2.9 ) $ — $ — $ ( 2.9 )
As of Year-End 2022
Description Total Level 1 Level 2 Level 3
(In millions of dollars)
Money market funds $ 108.3 $ 108.3 $ — $ —
Total assets at fair value $ 108.3 $ 108.3 $ — $ —
Brazil indemnification $ ( 3.4 ) $ — $ — $ ( 3.4 )
Greenwood/Asher earnout ( 3.3 ) — — ( 3.3 )
Total liabilities at fair value $ ( 6.7 ) $ — $ — $ ( 6.7 )
Money market funds represent investments in money market funds that hold government securities, of which $ 8.3 million as of third quarter-end 2023 and $ 8.6 million as of year-end 2022 are restricted as to use and are included in other assets in the consolidated balance sheet. The money market funds that are restricted as to use account for the majority of our restricted cash balance and represents cash balances that are required to be maintained to fund disability claims in California. The remaining money market funds as of third quarter-end 2023 and year-end 2022 are included in cash and equivalents in the consolidated balance sheet. The valuations of money market funds are based on quoted market prices of those accounts as of the respective period end.
As of third quarter-end 2023, the Company had an indemnification liability totaling $ 2.9 million with $ 0.1 million in accounts payable and accrued liabilities and $ 2.8 million in other long-term liabilities, and $ 3.4 million at year-end 2022, with $ 0.3 million in accounts payable and accrued liabilities and $ 3.1 million in other long-term liabilities in the consolidated balance sheet related to the 2020 sale of the Brazil operations. As part of the sale, the Company agreed to indemnify the buyer for losses and costs incurred in connection with certain events or occurrences initiated within a six-year period after closing. The aggregate losses for which the Company will provide indemnification shall not exceed $ 8.8 million. The valuation of the indemnification liability was established using a discounted cash flow methodology based on probability weighted-average cash flows discounted by weighted-average cost of capital. The valuation, which represents the fair value, is considered a Level 3 liability, and is being measured on a recurring basis. The Company made a $ 0.6 million payment to settle various indemnification claims in the second quarter of 2023. During September year-to-date 2023 and 2022, the Company recognized an increase of $ 0.1 million to the indemnification liability related to exchange rate fluctuations in other income (expense), net in the consolidated statements of earnings.
18
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
The Company recorded an earnout liability relating to the 2020 acquisition of Greenwood/Asher, with a remaining liability of $ 3.3 million at year-end 2022 in accounts payable and accrued liabilities in the consolidated balance sheet. The initial valuation of the earnout liability was established using a Black Scholes model and represented the fair value and was considered a Level 3 liability. During the first quarter of 2023, the Company paid the remaining earnout liability totaling $ 3.3 million, representing the year two portion of the earnout. In the consolidated statements of cash flows, $ 1.4 million of the payment is reflected as a financing activity representing the initial fair value of the earnout, with the remainder flowing through operating activities. There is no remaining earnout liability as of third quarter-end 2023. During the first quarter of 2022, the Company paid the year one portion of the earnout totaling $ 2.3 million. In the consolidated statements of cash flows, $ 0.7 million of the payment is reflected as a financing activity representing the initial fair value of the earnout, with the remainder flowing through operating activities. During the second quarter of 2022, the Company reassessed the value of the indemnification liability and determined it was necessary to record an increase to the liability of $ 0.7 million.
The Company recorded an initial earnout liability relating to the 2022 acquisition of RocketPower, totaling $ 0.6 million, with $ 0.5 million in accounts payable and accrued liabilities and $ 0.1 million in other long-term liabilities in the consolidated balance sheet as of second quarter-end 2022 (see Acquisitions and Disposition footnote). The initial valuation of the earnout liability was established using a Black Scholes model and represented the fair value and was considered a Level 3 liability. In the third quarter of 2022, we reassessed the value of the earnout liability and determined that the fair value was zero . There have been no changes to the value as a result of third quarter 2023 assessments and there is no related liability as of third quarter-end 2023. The maximum total cash payments which may be due related to the earnout liability is $ 12.9 million, which represents the second year earnout period. There is no longer a maximum cash payment or liability associated with the first year earnout as the corresponding period has concluded.
Equity Investment Without Readily Determinable Fair Value
On March 1, 2022, the Company sold the majority of its investment in the JV (see Investment in PersolKelly Pte. Ltd. footnote), with the remaining 2.5 % interest now being measured using the measurement alternative for equity investments without a readily determinable fair value. The measurement alternative represents cost, less impairment, plus or minus observable price changes. The sale of the shares of the JV represented an observable transaction requiring the Company to calculate the current fair value based on the purchase price of the shares, in which the resulting adjustment was not material. The investment totaled $ 6.4 million as of third quarter-end 2023, representing total cost plus observable price changes to date.
Assets Measured at Fair Value on a Nonrecurring Basis
During the third quarter of 2022, customers within the high-tech industry vertical in which RocketPower specializes reduced or eliminated their full-time hiring, reducing demand for RocketPower’s services, and on-going economic uncertainty has more broadly impacted the growth in demand for RPO in the near-term. These changes in market conditions therefore caused a triggering event requiring an interim impairment test for both long-lived assets and goodwill.
As a result of the long-lived asset recoverability test for RocketPower’s intangible assets, we determined that undiscounted future cash flows exceeded the carrying amount of the asset group and were recoverable. As a result of the quantitative assessment for goodwill, we determined that the estimated fair value of the RocketPower reporting unit no longer exceeded the carrying value, and recorded a goodwill impairment charge of $ 30.7 million in the third quarter of 2022 (see Goodwill and Intangible Assets footnote).
19
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
8. Restructuring and Transformation Activities
2023 Actions
In the first quarter of 2023, the Company undertook restructuring actions to further our cost management efforts in response to the current demand levels and reflect a repositioning of our P&I staffing business to better capitalize on opportunities in local markets. Restructuring costs incurred in the first quarter of 2023 totaled $ 6.6 million and were recorded entirely in selling, general and administrative ("SG&A") expenses in the consolidated statements of earnings.
In the second quarter of 2023, the Company announced a comprehensive transformation initiative that includes actions that will further streamline the Company's operating model to enhance organizational efficiency and effectiveness. The total costs incurred related to these transformation activities in the second quarter of 2023 totaled $ 8.0 million. The transformation activities included $ 4.5 million of costs to execute the transformation initiatives through the use of an external consultant, a $ 2.4 million impairment charge for right-of-use assets related to an unoccupied office space lease and additional severance of $ 1.1 million, net of adjustments. The impairment charge related to the right-of-use assets is recorded in the asset impairment charge in the consolidated statements of earnings. The costs to execute and severance are included in the $ 5.6 million of restructuring costs incurred in the second quarter of 2023, net of prior period adjustments, and are recorded in SG&A expenses in the consolidated statements of earnings, as detailed further below.
In the third quarter of 2023, the Company incurred $ 15.4 million of restructuring charges and transformation fees as a continuation of the actions that were announced in the second quarter of 2023 as part of the comprehensive transformation initiative. The third quarter transformation activities include $ 10.4 million of additional severance, $ 4.5 million of costs to execute the transformation through the use of an external consultant, and $ 0.5 million of lease termination costs. The severance, costs to execute, and lease termination costs are recorded in SG&A expenses in the consolidated statements of earnings.
The restructuring and transformation costs included in SG&A are detailed below for the third quarter and September year-to-date 2023 (in millions of dollars):
Third Quarter September Year to Date
Severance
Costs Lease Termination Costs,
Transformation
and Other Total Severance
Costs Lease Termination Costs,
Transformation
and Other Total
Professional & Industrial $ 3.6 $ 0.4 $ 4.0 $ 6.6 $ 0.7 $ 7.3
Science, Engineering & Technology 0.6 0.1 0.7 1.0 0.2 1.2
Education 0.6 — 0.6 1.0 — 1.0
Outsourcing & Consulting 1.8 — 1.8 2.3 — 2.3
International — — — 0.6 — 0.6
Corporate 3.8 4.5 8.3 4.6 10.6 15.2
Total $ 10.4 $ 5.0 $ 15.4 $ 16.1 $ 11.5 $ 27.6
20
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
2022 Actions
In the first quarter of 2022, the Company took restructuring actions designed to increase efficiency. There were no restructuring charges in the second or third quarters of 2022. Restructuring costs incurred in the first quarter of 2022 totaled $ 1.7 million and were recorded entirely in SG&A expenses in the consolidated statements of earnings, as detailed below (in millions of dollars):
Severance Costs Lease Termination Costs Total
Professional & Industrial $ 0.1 $ 0.2 $ 0.3
Education 0.4 — 0.4
Outsourcing & Consulting 0.2 — 0.2
Corporate 0.8 — 0.8
Total $ 1.5 $ 0.2 $ 1.7
Accrual Summary
A summary of the global restructuring balance sheet accrual, included in accrued payroll and related taxes and accounts payable and accrued liabilities in the consolidated balance sheet, is detailed below (in millions of dollars):
Balance as of year-end 2022 $ 0.3
Accruals 6.6
Reductions for cash payments ( 1.0 )
Balance as of first quarter-end 2023 5.9
Accruals 5.9
Reductions for cash payments ( 3.0 )
Accrual adjustments ( 0.3 )
Balance as of second quarter-end 2023 8.5
Accruals 15.4
Reductions for cash payments ( 13.0 )
Accrual adjustments and write-offs ( 0.3 )
Balance as of third quarter-end 2023 $ 10.6
The remaining balance of $ 10.6 million as of third quarter-end 2023 primarily represents the costs to execute the transformation initiatives and severance costs, and the majority is expected to be paid by first quarter-end 2024. No material adjustments are expected to be recorded.
21
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
9. Goodwill and Intangible Assets
As of third quarter-end 2023, there were no changes in the carrying amount of goodwill from year-end 2022.
2022 Goodwill Impairment
The Company performs its annual goodwill impairment testing in the fourth quarter each year and regularly assesses whenever events or circumstances make it more likely than not that an impairment may have occurred. We also perform a qualitative review on a quarterly basis of our long-lived assets, comprised of net property and equipment and definite-lived intangible assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
The goodwill resulting from the acquisition of RocketPower during the first quarter of 2022 was allocated to the OCG reportable segment. (See Acquisitions and Disposition footnote for more details.)
During the third quarter of 2022, customers within the high-tech industry vertical in which RocketPower specializes reduced or eliminated their full-time hiring, reducing demand for RocketPower’s services, and on-going economic uncertainty has more broadly impacted the growth in demand for RPO in the near-term. These changes in market conditions therefore caused a triggering event requiring an interim impairment test for both long-lived assets and goodwill.
RocketPower has definite-lived intangible assets, consisting of trades names, customer relationships and non-compete agreements, which are amortized over their estimated useful lives. We performed a long-lived asset recoverability test for RocketPower and determined that undiscounted future cash flows exceeded the carrying amount of the asset group and were recoverable.
We performed an interim step one quantitative test for RocketPower’s goodwill and determined that the estimated fair value of the reporting unit no longer exceeded the carrying value. Based on the result of our interim goodwill impairment test as of third quarter 2022, we recorded a goodwill impairment charge of $ 30.7 million to write off a portion of RocketPower’s goodwill, and subsequently wrote-off the remaining goodwill balance of $ 10.3 million in the fourth quarter of 2022.
In performing the step one quantitative test and consistent with our prior practice, we determined the fair value of the RocketPower reporting unit using the income approach. Under the income approach, estimated fair value is determined based on estimated future cash flows discounted by an estimated market participant weighted-average cost of capital, which reflects the overall level of inherent risk of the reporting unit being measured. Estimated future cash flows are based on our internal projection model and reflects management’s outlook for the reporting unit. Assumptions and estimates about future cash flows and discount rates are complex and often subjective. Our analysis used the following significant assumptions: expected future revenue growth rates, profit margins and discount rate.
22
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
10. Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss) by component, net of tax, for the third quarter and September year-to-date 2023 and 2022 are included in the table below. Amounts in parentheses indicate debits.
Third Quarter September Year to Date
2023 2022 2023 2022
(In millions of dollars)
Foreign currency translation adjustments:
Beginning balance $ ( 2.3 ) $ ( 10.5 ) $ ( 7.4 ) $ ( 25.0 )
Other comprehensive income (loss) before reclassifications ( 4.3 ) ( 8.8 ) 0.8 ( 17.4 )
Amounts reclassified from accumulated other comprehensive income (loss) - liquidation of Japan subsidiary — — — 20.4 (1)
Amounts reclassified from accumulated other comprehensive income (loss) - equity method investment and other — 1.9 — 4.6 (2)
Net current-period other comprehensive income (loss) ( 4.3 ) ( 6.9 ) 0.8 7.6
Ending balance ( 6.6 ) ( 17.4 ) ( 6.6 ) ( 17.4 )
Pension liability adjustments:
Beginning balance ( 1.1 ) ( 2.7 ) ( 1.1 ) ( 2.7 )
Other comprehensive income (loss) before reclassifications — — — —
Amounts reclassified from accumulated other comprehensive income (loss) — — — —
Net current-period other comprehensive income (loss) — — — —
Ending balance ( 1.1 ) ( 2.7 ) ( 1.1 ) ( 2.7 )
Total accumulated other comprehensive income (loss) $ ( 7.7 ) $ ( 20.1 ) $ ( 7.7 ) $ ( 20.1 )
(1) Amount was recorded in the loss on currency translation from liquidation of subsidiary in the consolidated statements of earnings.
(2) Of the amount included in this line item, $ 1.9 million was recorded in the other income (expense), net in the consolidated statement of earnings related to the investment in PersolKelly Pte. Ltd., (see Investment in PersolKelly Pte. Ltd. footnote for more details).
23
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
11. Earnings (Loss) Per Share
The reconciliation of basic and diluted earnings (loss) per share on common stock for the third quarter and September year-to-date 2023 and 2022 follows (in millions of dollars except per share data):
Third Quarter September Year to Date
2023 2022 2023 2022
Net earnings (loss) $ 6.6 $ ( 16.2 ) $ 25.0 $ ( 61.6 )
Less: earnings allocated to participating securities ( 0.1 ) — ( 0.5 ) —
Net earnings (loss) available to common shareholders $ 6.5 $ ( 16.2 ) $ 24.5 $ ( 61.6 )
Average shares outstanding (millions):
Basic 35.4 37.9 36.2 38.2
Dilutive share awards 0.4 — 0.3 —
Diluted 35.8 37.9 36.5 38.2
Basic earnings (loss) per share $ 0.18 $ ( 0.43 ) $ 0.68 $ ( 1.62 )
Diluted earnings (loss) per share $ 0.18 $ ( 0.43 ) $ 0.67 $ ( 1.62 )
Dilutive share awards are related to deferred common stock related to the non-employee directors deferred compensation plan and performance shares for the third quarter of 2023 and September year-to-date 2023 (see Stock-Based Compensation footnote for a description of performance shares). Due to our net loss in the third quarter of 2022 and September year-to-date 2022, potentially dilutive shares primarily related to deferred common stock associated with the non-employee directors deferred compensation plan of 0.2 million shares had an anti-dilutive effect on diluted earnings per share. Accordingly, the impact of these shares were excluded from the computation for the third quarter of 2022 and September year-to-date 2022 . Dividends paid per share for Class A and Class B common stock were $ 0.075 for the third quarter of 2023 and 2022, $ 0.225 for September year-to-date 2023 and $ 0.20 for September year-to-date 2022.
In November 2022, the Company's board of directors authorized a $ 50.0 million Class A share repurchase program, which was completed in August 2023. During the third quarter of 2023 and through September year-to-date 2023, the Company repurchased 414,534 shares for $ 7.4 million and 2,496,827 shares for $ 42.2 million, respectively. A total of 2,971,471 shares were repurchased under the share repurchase program at an average price of $ 16.83 per share.
12. Stock-Based Compensation
For the third quarter of 2023, the Company recognized stock compensation expense of $ 2.3 million and a related tax benefit of $ 0.4 million. For the third quarter of 2022, the Company recognized stock compensation expense of $ 2.1 million and a related tax benefit of $ 0.3 million. For September year-to-date 2023, the Company recognized stock compensation expense of $ 7.9 million and a related tax benefit of $ 1.1 million. For September year-to-date 2022, the Company recognized stock compensation expense of $ 5.9 million and a related tax benefit of $ 0.8 million.
Performance Shares
2023 Grant
During the first quarter of 2023, the Company granted performance share awards associated with the Company’s Class A common stock to certain senior officers. The payment of performance share awards is contingent upon the achievement of specific revenue growth and earnings before interest, taxes, depreciation and amortization ("EBITDA") margin performance goals ("financial measure performance share awards") over a stated period of time. The maximum number of performance shares that may be earned is 200 % of the target shares originally granted. These awards have three one-year performance periods: 2023, 2024 and 2025, with the payout for each performance period based on separate financial measure goals that are set in February of each of the three performance periods. Earned shares during each performance period will cliff vest in February 2026 after approval of the financial results by the Compensation Committee, if not forfeited by the recipient. No dividends are paid on these performance shares.
24
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
2021 Grant
In December 2021, the Compensation Committee approved an additional retention-based grant of 308,000 financial measure performance awards to certain senior officers which may be earned upon achievement of three financial goals over a performance period beginning in fiscal 2022 through the third quarter of 2024, with each goal having a unique projected achievement date. Each goal can be earned independent of the other two goals. Any shares earned during the performance period will cliff-vest three years after achievement of the respective performance goals and approval of the financial results by the Compensation Committee.
On February 14, 2023, the Compensation Committee approved the actual performance achievement of one of the financial goals related to the 2021 retention-based grant. At the same meeting, the Compensation Committee approved a modification to accelerate the vesting for the goal earned, where half of these awards vested immediately upon approval of the results and the remaining half vested in August 2023, if not forfeited by the recipient. We accounted for this change as a Type I modification under ASC 718 as the expectation of vesting remained probable-to-probable post modification. The Company did not record any incremental stock compensation expense since the fair value of the modified awards immediately after the modification was not greater than the fair value of the original awards immediately before the modification. The Company recognized the remaining stock compensation expense over the remaining portion of the modified service requisite period.
On August 9, 2023, the Compensation Committee approved the actual performance achievement of one of the financial goals related to the 2021 retention-based grant. At the same meeting, the Compensation Committee approved a modification to accelerate the vesting for the goal earned, where half of these awards vested immediately upon approval of the results and the remaining half will vest in February 2024, if not forfeited by the recipient. We accounted for this change as a Type I modification under ASC 718 as the expectation of vesting remained probable-to-probable post modification. The Company did not record any incremental stock compensation expense since the fair value of the modified awards immediately after the modification was not greater than the fair value of the original awards immediately before the modification. The Company will recognize the remaining stock compensation expense over the remaining portion of the modified service requisite period.
A summary of the status of all nonvested performance shares at target as of third quarter-end 2023 and year-to-date changes is presented as follows below (in thousands of shares except per share data).
Financial Measure
Performance Shares
Shares Weighted Average Grant Date Fair Value
Nonvested at year-end 2022 692 $ 19.41
Granted 246 15.18
Vested ( 200 ) 18.42
Forfeited ( 39 ) 16.88
Nonvested at third quarter-end 2023 699 $ 17.48
25
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
Restricted Stock
A summary of the status of nonvested restricted stock as of third quarter-end 2023 and year-to-date changes is presented as follows below (in thousands of shares except per share data).
Shares Weighted Average Grant Date Fair Value
Nonvested at year-end 2022 607 $ 20.27
Granted 476 17.29
Vested ( 171 ) 20.98
Forfeited ( 104 ) 19.21
Nonvested at third quarter-end 2023 808 $ 18.50
13. Sale of Assets
In June 2022, the Company sold an under-utilized real property for a purchase price of $ 4.5 million, which was subject to final closing adjustments. The Company received cash proceeds of $ 3.6 million in the second quarter of 2022 and previously received cash proceeds of $ 0.8 million as a deposit in 2021 when the contract was first executed. As of the date of the sale, the land had insignificant carrying value; as such, the resulting gain on the sale was $ 4.4 million, which was recorded in gain on sale of assets in the consolidated statements of earnings.
In January 2022, the Company sold a property for a purchase price of $ 0.9 million, subject to final closing adjustments. The Company received cash proceeds of $ 0.9 million in the first quarter of 2022. As of the date of the sale, the property had an immaterial carrying value; as such, the resulting gain on the sale of the property was $ 0.9 million, which was recorded in gain on sale of assets in the consolidated statements of earnings.
14. Other Income (Expense), Net
Included in other income (expense), net for the third quarter and September year-to-date 2023 and 2022 are the following:
Third Quarter September Year to Date
2023 2022 2023 2022
(In millions of dollars)
Interest income $ 2.1 $ 0.7 $ 4.8 $ 1.2
Interest expense ( 1.0 ) ( 0.5 ) ( 2.4 ) ( 1.6 )
Foreign exchange gains (losses) 0.5 0.1 ( 1.5 ) 5.7
Other — ( 0.1 ) 2.1 ( 3.4 )
Other income (expense), net $ 1.6 $ 0.2 $ 3.0 $ 1.9
Included in Other for September year-to-date 2023 is a gain of $ 2.0 million for the receipt of final proceeds in connection with our investment in Business Talent Group, LLC that was sold in 2021. Included in foreign exchange gains (losses) for September year-to-date 2022 is a $ 5.5 million foreign exchange gain on a U.S. dollar-denominated cash balance held by the Company's Japan entity (see Investment in Persol Holdings footnote). Included in Other for September year-to-date 2022 is $ 0.8 million of expense related to the remeasurement of the Brazil indemnification liability (see Fair Value Measurements footnote).
26
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
15. Income Taxes
Income ta x benefit was $ 4.9 million for the third quarter of 2023 and $ 5.0 million for the third quarter of 2022. Income tax benefit was $ 5.0 million for September year-to-date 2023 and $ 13.1 million for September year-to-date 2022. The quarterly variance primarily relates to changes in pretax income, in the cash surrender value of tax-exempt investments in life insurance policies, and from the release of $ 5.1 million valuation allowance relating to our German business in the third quarter of 2023. The year-to-date amounts are impacted by the same items, along with non-deductible impairment charges on our Russian operations in the second quarter of 2022 and changes in the fair value of the Company's investment in Persol Holdings in the first quarter of 2022.
Our tax expense is affected by recurring items, such as the amount of pretax income and its mix by jurisdiction, U.S. work opportunity credits and the change in cash surrender value of tax-exempt investments in life insurance policies. It is also affected by discrete items that may occur in any given period but are not consistent from period to period, such as tax law changes, changes in judgment regarding the realizability of deferred tax assets, the tax effects of stock compensation and, prior to February 2022, changes in the fair value of the Company's investment in Persol Holdings, which were treated as discrete since they could not be estimated.
The Company provides valuation allowances against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.
16. Contingencies
The Company is continuously engaged in litigation, threatened litigation, claims, audits or investigations arising in the ordinary course of its business, such as matters alleging employment discrimination, wage and hour violations, claims for indemnification or liability, violations of privacy rights, anti-competition regulations, commercial and contractual disputes, and tax-related matters which could result in a material adverse outcome.
We record accruals for loss contingencies when we believe it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Such accruals are recorded in accounts payable and accrued liabilities and in accrued workers’ compensation and other claims in the consolidated balance sheet. At third quarter-end 2023 and year-end 2022, the gross accrual for litigation costs amounted to $ 5.2 million and $ 2.3 million, respectively.
The Company maintains insurance coverage which may cover certain losses. When losses exceed the applicable policy deductible and realization of recovery of the loss from existing insurance policies is deemed probable, the Company records receivables from the insurance company for the excess amount, which are included in prepaid expenses and other current assets and other assets in the consolidated balance sheet. At third quarter-end 2023 and year-end 2022, the related insurance receivables amounted to $ 0.2 million and $ 0.6 million, respectively.
The Company estimates the aggregate range of reasonably possible losses, in excess of amounts accrued, is zero to $ 6.8 million as of third quarter-end 2023. This range includes matters where a liability has been accrued but it is reasonably possible that the ultimate loss may exceed the amount accrued and for matters where a loss is believed to be reasonably possible, but a liability has not been accrued. The aggregate range only represents matters in which we are currently able to estimate a range of loss and does not represent our maximum loss exposure. The estimated range is subject to significant judgment and a variety of assumptions and only based upon currently available information. For other matters, we are currently not able to estimate the reasonably possible loss or range of loss.
While the ultimate outcome of these matters cannot be predicted with certainty, we believe that the resolution of any such proceedings will not have a material adverse effect on our financial condition, results of operations or cash flows.
27
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
17. Segment Disclosures
The Company’s operating segments, which also represent its reporting segments, are based on the organizational structure for which financial results are regularly evaluated by the Company’s chief operating decision-maker ("CODM", the Company’s CEO) to determine resource allocation and assess performance. The Company’s five reportable segments, (1) Professional & Industrial, (2) Science, Engineering & Technology, (3) Education, (4) Outsourcing & Consulting, and (5) International, reflect the specialty services the Company provides to customers and represent how the business is organized internally. Intersegment revenue represents revenue earned between the reportable segments and is eliminated from total segment revenue from services.
The following tables present information about the reported revenue from services and gross profit of the Company by reportable segment, along with a reconciliation to earnings (loss) before taxes and equity in net earnings of affiliate, for the third quarter and September year-to-date 2023 and 2022. Asset information by reportable segment is not presented, since the Company does not produce such information internally nor does it use such information to manage its business.
Third Quarter September Year to Date
2023 2022 2023 2022
(In millions of dollars)
Revenue from Services:
Professional & Industrial $ 364.5 $ 408.6 $ 1,131.3 $ 1,268.7
Science, Engineering & Technology 295.7 321.3 903.5 962.7
Education 128.1 104.3 583.9 433.2
Outsourcing & Consulting 114.1 118.5 342.4 352.0
International 220.6 215.5 657.5 715.9
Less: Intersegment revenue ( 5.0 ) ( 0.3 ) ( 15.1 ) ( 0.9 )
Consolidated Total $ 1,118.0 $ 1,167.9 $ 3,603.5 $ 3,731.6
28
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
Third Quarter September Year to Date
2023 2022 2023 2022
(In millions of dollars)
Earnings (loss) from Operations:
Professional & Industrial gross profit $ 65.5 $ 70.3 $ 200.4 $ 231.2
Professional & Industrial SG&A expenses ( 57.7 ) ( 65.3 ) ( 183.8 ) ( 204.1 )
Professional & Industrial asset impairment charge — — ( 0.3 ) —
Professional & Industrial earnings from operations 7.8 5.0 16.3 27.1
Science, Engineering & Technology gross profit 68.0 76.3 207.4 225.3
Science, Engineering & Technology SG&A expenses ( 47.8 ) ( 53.4 ) ( 150.6 ) ( 161.4 )
Science, Engineering & Technology asset impairment charge — — ( 0.1 ) —
Science, Engineering & Technology earnings from operations 20.2 22.9 56.7 63.9
Education gross profit 19.8 16.6 91.6 69.2
Education SG&A expenses ( 22.4 ) ( 21.4 ) ( 69.3 ) ( 60.4 )
Education earnings (loss) from operations ( 2.6 ) ( 4.8 ) 22.3 8.8
Outsourcing & Consulting gross profit 41.5 44.1 124.4 127.6
Outsourcing & Consulting SG&A expenses ( 39.0 ) ( 37.7 ) ( 117.2 ) ( 111.8 )
Outsourcing & Consulting asset impairment charge — — ( 2.0 ) —
Outsourcing & Consulting goodwill impairment charge — ( 30.7 ) — ( 30.7 )
Outsourcing & Consulting earnings (loss) from operations 2.5 ( 24.3 ) 5.2 ( 14.9 )
International gross profit 33.7 33.3 99.4 108.3
International SG&A expenses ( 31.2 ) ( 31.4 ) ( 96.2 ) ( 99.2 )
International earnings from operations 2.5 1.9 3.2 9.1
Corporate ( 30.3 ) ( 21.9 ) ( 86.7 ) ( 70.4 )
Loss on disposal — ( 0.2 ) — ( 18.7 )
Gain on sale of assets — — — 5.3
Consolidated Total 0.1 ( 21.4 ) 17.0 10.2
Loss on investment in Persol Holdings — — — ( 67.2 )
Loss on currency translation from liquidation of subsidiary — — — ( 20.4 )
Other income (expense), net 1.6 0.2 3.0 1.9
Earnings (loss) before taxes and equity in net earnings of affiliate $ 1.7 $ ( 21.2 ) $ 20.0 $ ( 75.5 )
29
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
Depreciation and amortization expense included in SG&A expenses by segment above are as follows:
Third Quarter September Year to Date
2023 2022 2023 2022
(In millions of dollars)
Depreciation and amortization:
Professional & Industrial $ 0.8 $ 0.8 $ 2.5 $ 2.9
Science, Engineering & Technology 3.1 3.2 9.4 9.5
Education 1.6 1.6 4.7 3.7
Outsourcing & Consulting 1.0 1.0 3.0 2.2
International 0.4 0.3 1.2 1.3
18. Subsequent Events
On November 2, 2023, the Company entered into a definitive agreement for the sale and purchase of all outstanding share capital of Kelly Services Management SARL, which will result in the sale of Kelly’s European staffing business to Gi Group Holdings S.P.A. (“Gi”), one of the largest staffing companies in Europe. The transaction is expected to close in the first quarter of 2024, subject to receipt of required regulatory approvals and other customary closing conditions. Kelly will receive cash proceeds at close equal to € 100 million plus adjustments for net working capital and to reflect the cash-free, debt-free transaction basis. There is an additional earnout opportunity of up to € 30 million payable in the second quarter of 2024 based on a multiple of an adjusted 2023 EBITDA measure.
As of third quarter-end 2023, the disposal group did not meet the criteria to be classified as held for sale and continues to be accounted for as held for use. Deferred taxes and valuation allowance impacts will be recorded when the disposal group meets the criteria to be accounted for as held for sale which we currently expect to occur in the fourth quarter of 2023.
Concurrently, on November 2, 2023, the Company entered into a foreign currency forward contract with a notional amount of € 90 million which matures at the end of January 2024 to manage the foreign currency risk associated with the transaction.
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