10-Q 1 asgn-20240630.htm 10-Q asgn-20240630
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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, 2024
 
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)
Delaware95-4023433
(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 classTrading SymbolName of exchange on which registered
Common StockASGNNYSE

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 26, 2024, the total number of outstanding shares of the Common Stock of ASGN Incorporated (the "Company") ($0.01 par value) was 44.8 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,
2024
December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents$132.2 $175.9 
Accounts receivable, net721.4 741.5 
Prepaid expenses and income taxes42.8 36.8 
Other current assets17.5 19.1 
Total current assets913.9 973.3 
Property and equipment, net79.1 81.4 
Operating lease right-of-use assets60.7 64.2 
Identifiable intangible assets, net467.7 497.9 
Goodwill1,893.7 1,894.1 
Other non-current assets35.7 33.7 
Total assets$3,450.8 $3,544.6 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$22.7 $34.0 
Accrued payroll233.4 236.5 
Operating lease liabilities19.8 19.5 
Other current liabilities114.2 104.1 
Total current liabilities390.1 394.1 
Long-term debt1,035.4 1,036.6 
Operating lease liabilities44.9 49.1 
Deferred income tax liabilities156.1 156.0 
Other long-term liabilities16.4 16.7 
Total liabilities1,642.9 1,652.5 
Commitments and contingencies (Note 4)
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; 45.1 million and 46.7 million shares outstanding at June 30, 2024 and December 31, 2023, respectively
0.5 0.5 
Paid-in capital687.2 696.0 
Retained earnings1,122.5 1,195.6 
Accumulated other comprehensive loss(2.3) 
Total stockholders’ equity1,807.9 1,892.1 
Total liabilities and stockholders’ equity$3,450.8 $3,544.6 

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 EndedSix Months Ended
June 30,June 30,
2024202320242023
Revenues$1,034.7 $1,130.9 $2,083.7 $2,259.7 
Costs of services733.6 804.6 1,486.4 1,607.0 
Gross profit301.1 326.3 597.3 652.7 
Selling, general, and administrative expenses205.6 210.5 415.8 434.6 
Amortization of intangible assets15.1 17.9 30.2 36.0 
Operating income80.4 97.9 151.3 182.1 
Interest expense, net(15.8)(15.8)(33.4)(31.2)
Income before income taxes64.6 82.1 117.9 150.9 
Provision for income taxes17.4 22.0 32.6 41.3 
Net income$47.2 $60.1 $85.3 $109.6 
Earnings per share:
Basic $1.03 $1.23 $1.85 $2.23 
Diluted$1.02 $1.22 $1.83 $2.21 
Shares and share equivalents used to calculate earnings per share:
Basic45.7 49.0 46.1 49.1 
Diluted46.1 49.2 46.5 49.5 
Reconciliation of net income to comprehensive income:
Net income$47.2 $60.1 $85.3 $109.6 
Foreign currency translation adjustment2.1 1.4 2.3 2.4 
Comprehensive income$49.3 $61.5 $87.6 $112.0 
    

 See notes to condensed consolidated financial statements.
 
 

 

4


ASGN INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
(in millions)
Common StockPaid-in CapitalRetained EarningsOtherTotal
SharesPar Value
Three Months Ended June 30, 2024
Balance at March 31, 2024
46.2 $0.5 $695.7 $1,165.4 $(0.2)$1,861.4 
Stock-based compensation expense— — 11.0 — — 11.0 
Tax withholding on restricted stock vesting — (1.5)— — (1.5)
Stock repurchase and retirement of shares(1.1)— (18.0)(90.1)— (108.1)
Other— — — — (2.1)(2.1)
Net income— — — 47.2 — 47.2 
Balance at June 30, 2024
45.1 $0.5 $687.2 $1,122.5 $(2.3)$1,807.9 
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 plans0.2 — — — —  
Tax withholding on restricted stock vesting — (10.0)— — (10.0)
Stock repurchase 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 

Common StockPaid-in CapitalRetained EarningsOtherTotal
SharesPar Value
Six Months Ended June 30, 2024
Balance at December 31, 2023
46.7 $0.5 $696.0 $1,195.6 $ $1,892.1 
Stock-based compensation expense— — 22.7 — — 22.7 
Issuances under equity plans0.4 — 9.5 — — 9.5 
Tax withholding on restricted stock vesting — (10.0)— — (10.0)
Stock repurchase and retirement of shares(2.0)— (31.0)(158.4)— (189.4)
Other— — — — (2.3)(2.3)
Net income— — — 85.3 — 85.3 
Balance at June 30, 2024
45.1 $0.5 $687.2 $1,122.5 $(2.3)$1,807.9 
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 plans0.4 — 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 

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,
20242023
Cash Flows from Operating Activities
Net income$85.3 $109.6 
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and depreciation49.0 49.8 
Stock-based compensation22.7 23.4 
Other5.6 3.4 
Changes in operating assets and liabilities:
Accounts receivable18.0 24.7 
Prepaid expenses and income taxes(6.2)6.8 
Accounts payable(9.8)(10.4)
Accrued payroll(2.7)(19.3)
Income taxes payable11.2 16.1 
Other(9.1)(11.1)
Net cash provided by operating activities164.0 193.0 
Cash Flows from Investing Activities
Cash paid for property and equipment(16.1)(22.9)
Other0.1 (0.6)
Net cash used in investing activities(16.0)(23.5)
Cash Flows from Financing Activities
Proceeds from long-term debt 73.0 
Principal payments of long-term debt(2.5)(104.5)
Proceeds from employee stock purchase plan9.5 11.1 
Repurchase of common stock(187.7)(106.4)
Payment of employment taxes related to release of restricted stock awards(10.0)(14.2)
Payment of contingent consideration (5.0)
Net cash used in financing activities(190.7)(146.0)
Effect of exchange rate changes on cash and cash equivalents(1.0) 
Net Increase (Decrease) in Cash and Cash Equivalents(43.7)23.5 
Cash and Cash Equivalents at Beginning of Year 175.9 70.3 
Cash and Cash Equivalents at End of Period$132.2 $93.8 
Supplemental Disclosure of Cash Flow Information
Cash paid for —
Income taxes$13.1 $8.0 
Interest$31.8 $30.1 
Operating leases$12.2 $13.2 
Noncash transactions —
Operating lease right of use assets obtained in exchange for operating lease liabilities$7.2 $13.9 


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, 2023 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, 2023 ("2023 10-K").

2. Goodwill and Identifiable Intangible Assets

Goodwill by reportable segment is as follows (in millions):
CommercialFederal GovernmentTotal
Balance as of December 31, 2022
$1,074.7 $817.2 $1,891.9 
Purchase price adjustment 1.1 1.1 
Translation adjustment1.1  1.1 
Balance as of December 31, 2023
1,075.8 818.3 1,894.1 
Translation adjustment(0.4) (0.4)
Balance at June 30, 2024
$1,075.4 $818.3 $1,893.7 

Acquired identifiable intangible assets consisted of the following (in millions):
June 30, 2024December 31, 2023
Estimated Useful Life in YearsGross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Subject to amortization:
Customer and contractual relationships
7 - 13
$496.0 $310.1 $185.9 $496.0 $282.0 $214.0 
Non-compete agreements
2 - 7
29.3 20.3 9.0 29.3 18.2 11.1 
525.3 330.4 194.9 525.3 300.2 225.1 
Not subject to amortization:
Trademarks272.8 — 272.8 272.8 — 272.8 
$798.1 $330.4 $467.7 $798.1 $300.2 $497.9 


Estimated future amortization expense is as follows (in millions): 
Remainder of 2024$27.9 
202548.8 
202641.8 
202732.0 
202821.2 
Thereafter23.2 
$194.9 

7


3. Long-Term Debt

Long-term debt consisted of the following (in millions):
June 30,
2024
December 31,
2023
Senior Secured Credit Facility:
$500 million revolving credit facility, due 2028
$ $ 
Term loan B, due 2030496.3 498.8 
Unsecured Senior Notes, due 2028550.0 550.0 
1,046.3 1,048.8 
Unamortized deferred loan costs(5.9)(7.2)
Term loan B, principal payments due in the next 12 months(5.0)(5.0)
Long-term debt$1,035.4 $1,036.6 
__________
The Company is required to make quarterly minimum principal payments totaling $5.0 million annually on the term loan until its maturity date; this amount is included in other current liabilities on the accompanying condensed consolidated balance sheets. Taking into consideration the $5.0 million annual required principal payments, the balance due at maturity will be $466.3 million.

Senior Secured Credit Facility — In March 2024, the Company amended its senior secured credit facility (the "facility") with a 50-basis point reduction in the term loan B ("term loan") interest rate. As a result, borrowings under the $496.3 million term loan bear interest, at the Company's election, at (i) the secured overnight financing rate ("SOFR") plus 1.75 percent, or (ii) the bank’s base rate plus 1.00 percent. Related to the debt amendment there were $0.9 million of costs. The Company accounted for the debt amendment as a modification and, accordingly, these costs were expensed as incurred. There was an insignificant amount of previously capitalized costs that were written off. Borrowings under the $500.0 million revolving credit facility (the "revolver") bear interest, at the Company's election, at (i) SOFR plus a 10 basis points adjustment plus 2.00 to 3.00 percent, or (ii) the bank’s base rate plus 1.00 to 2.00 percent, depending on leverage levels. A commitment fee of 0.30 to 0.45 percent is payable on the undrawn portion of the revolver. The facility is subject to various restrictive covenants including, when amounts are drawn under the revolver, a maximum ratio of senior secured debt to trailing-twelve-months of lender-defined consolidated EBITDA of 3.75 to 1, which was 1.03 to 1 at June 30, 2024. The facility is secured by substantially all of the Company's assets and at June 30, 2024, the Company was in compliance with its debt covenants.

Unsecured Senior Notes — The Company has $550.0 million of unsecured senior notes, due in 2028, 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 is a reconciliation of the number of shares and share equivalents used to calculate basic and diluted earnings per share (in millions, except per share data).
Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Net income $47.2 $60.1 $85.3 $109.6 
Weighted-average number of common shares outstanding - basic
45.7 49.0 46.1 49.1 
Dilutive effect of common share equivalents0.4 0.2 0.4 0.4 
Weighted-average number of common shares and share equivalents outstanding - diluted
46.1 49.2 46.5 49.5 
Basic earnings per share$1.03 $1.23 $1.85 $2.23 
Diluted earnings per share$1.02 $1.22 $1.83 $2.21 

7. Segment Reporting

ASGN provides information technology ("IT") services and professional solutions 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 Fortune 1000 and large mid-market companies . The Federal Government Segment provides advanced IT 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 EndedSix Months Ended
June 30,June 30,
2024202320242023
Commercial
Revenues$725.7 $811.3 $1,457.2 $1,643.4 
Gross profit237.3 260.9 471.1 523.3 
Operating income74.7 91.7 143.5 175.6 
Depreciation and other amortization7.3 4.9 14.5 9.5 
Amortization of intangible assets7.7 8.7 15.4 17.5 
Federal Government
Revenues$309.0 $319.6 $626.5 $616.3 
Gross profit63.8 65.4 126.2 129.4 
Operating income24.7 25.1 47.7 47.7 
Depreciation and other amortization1.7 1.5 3.4 2.9 
Amortization of intangible assets7.4 9.2 14.8 18.5 
Consolidated
Revenues$1,034.7 $1,130.9 $2,083.7 $2,259.7 
Gross profit301.1 326.3 597.3 652.7 
Operating income80.4 97.9 151.3 182.1 
Depreciation and other amortization9.4 7.0 18.8 13.8 
Amortization of intangible assets15.1 17.9 30.2 36.0 
_______
Depreciation and other amortization includes $1.2 million and $2.5 million amortization related to capitalized cloud-based application implementation costs in the three and six months ended June 30, 2024.
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.
    
9



Virtually all 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 EndedSix Months Ended
June 30,June 30,
2024202320242023
Commercial
Assignment$444.2 $530.2 $898.7 $1,090.6 
Consulting281.5 281.1 558.5 552.8 
725.7 811.3 1,457.2 1,643.4 
Federal Government
Firm-fixed-price92.0 97.8 181.2 190.6 
Time and materials136.2 129.2 267.4 251.1 
Cost reimbursable80.8 92.6 177.9 174.6 
309.0 319.6 626.5 616.3 
Consolidated$1,034.7 $1,130.9 $2,083.7 $2,259.7 

Federal Government Segment revenues by customer type are as follows (in millions):
Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Department of Defense and Intelligence Agencies$141.6 $155.0 $291.7 $287.9 
Federal Civilian155.5 155.7 313.3 308.8 
Other11.9 8.9 21.5 19.6 
$309.0 $319.6 $626.5 $616.3 

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, 2024.

The carrying amount of long-term debt recorded in the Company’s accompanying condensed consolidated balance sheet at June 30, 2024 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 value.




10


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, 2023 ("2023 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 solutions 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 Fortune 1000 and large mid-market companies. The Federal Government Segment provides advanced IT 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, 2024 COMPARED WITH THE THREE MONTHS ENDED JUNE 30, 2023

Revenues

Revenues for the quarter were $1.0 billion, down 8.5 percent year-over-year. The table below shows our revenues by segment for the three months ended June 30, 2024 and 2023 (in millions).
% of Total
20242023Change20242023Change
Commercial
Assignment$444.2 $530.2 (16.2 %)42.9 %46.8 %(3.9 %)
Consulting281.5281.10.1 %27.2 %24.9 %2.3 %
725.7 811.3 (10.6 %)70.1 %71.7 %(1.6 %)
Federal Government309.0 319.6 (3.3 %)29.9 %28.3 %1.6 %
Consolidated$1,034.7 $1,130.9 (8.5 %)100.0 %100.0 %
    

From an industry perspective, the Company operates in six broad industry verticals. Commercial Segment revenues (70.1 percent of total revenues) were down 10.6 percent year-over-year and are categorized in five verticals: (i) Financial Services, (ii) Consumer and Industrial, (iii) Technology, Media, and Telecom ("TMT"), (iv) Healthcare, and (v) Business Services. The TMT industry vertical had mid single-digit growth, while the remaining four industry verticals declined year-over-year. Federal Government Segment revenues (29.9 percent of total revenues), the sixth industry vertical, were down 3.3 percent year-over-year.

Total IT consulting revenues were $590.5 million (57.1 percent of total revenues), down 1.7 percent year-over-year. Commercial Segment consulting revenues were $281.5 million, essentially flat year-over-year. Federal Government Segment revenues, which are all consulting revenues, were $309.0 million, down 3.3 percent year-over-year as stated above. Assignment revenues, which totaled $444.2 million (42.9 percent of total revenues), were down 16.2 percent year-over-year, reflecting continued softness in the portions of the Commercial Segment business that are more sensitive to changes in macroeconomic cycles (i.e., more cyclical).

Gross Profit and Gross Margin

The table below shows gross profit and gross margin by segment for the three months ended June 30, 2024 and 2023 (in millions).

Gross ProfitGross Margin
20242023Change20242023Change
Commercial $237.3 $260.9 (9.0 %)32.7 %32.2 %0.5 %
Federal Government 63.8 65.4 (2.4 %)20.6 %20.5 %0.1 %
Consolidated$301.1 $326.3 (7.7 %)29.1 %28.9 %0.2 %


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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 declined 7.7 percent year-over-year on a revenue decline of 8.5 percent. Gross margin for the second quarter of 2024 was 29.1 percent, an expansion of 20 basis points from the second quarter of 2023. Gross margin for the Commercial Segment was up 50 basis points, reflecting a higher mix of consulting revenues as well as margin expansion for both consulting and assignment revenues. Gross margin for the Federal Government Segment was up 10 basis points.

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 $205.6 million, down from $210.5 million in the second quarter of 2023. The decrease in SG&A expense reflected, among other things, lower compensation-related expenses.

Amortization of Intangible Assets

Amortization of intangible assets was $15.1 million, compared with $17.9 million in the second quarter of 2023. The decrease was due to the accelerated amortization method of certain acquired intangibles, which have high amortization rates at the beginning of their useful lives.

Interest Expense, Net

Interest expense, net, which consists primarily of cash-based interest expense, amortization and adjustments to deferred loan costs, and interest income, was $15.8 million for the second quarter of 2024 and 2023. The weighted-average outstanding borrowings and cash-based interest expense rate in the second quarter of 2024 and 2023 were $1.0 billion and 6.0 percent, and $1.0 billion and 5.8 percent, respectively.

Provision for Income Taxes
 
The provision for income taxes was $17.4 million, down from $22.0 million in the second quarter of 2023 due to lower income before income taxes. The effective tax rate was 26.9 percent, up from 26.8 percent in the second quarter of 2023.

Net Income

Net income was $47.2 million, down from $60.1 million in the second quarter of 2023.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2024 COMPARED WITH THE SIX MONTHS ENDED JUNE 30, 2023

Revenues

Revenues for the first half of the year were $2.1 billion, down 7.8 percent over the first half of 2023. The table below shows our revenues by segment for the six months ended June 30, 2024 and 2023 (in millions).
% of Total
20242023Change20242023Change
Commercial
Assignment$898.7 $1,090.6 (17.6 %)43.1 %48.2 %(5.1 %)
Consulting558.5 552.8 1.0 %26.8 %24.5 %2.3 %
1,457.2 1,643.4 (11.3 %)69.9 %72.7 %(2.8 %)
Federal Government626.5 616.3 1.7 %30.1 %27.3 %2.8 %
Consolidated$2,083.7 $2,259.7 (7.8 %)100.0 %100.0 %
        

Commercial Segment revenues (69.9 percent of total revenues) were down 11.3 percent year-over-year, and all five of the industry verticals were down. Federal Government Segment revenues (30.1 percent of total revenues), the sixth industry vertical, were up 1.7 percent year-over-year.

Total IT consulting services revenues were $1.2 billion (56.9 percent of total revenues), up 1.4 percent year-over-year. Federal Government Segment revenues, which are all consulting revenues, were $626.5 million, up 1.7 percent year-over-year as stated above. Commercial Segment consulting revenues were $558.5 million, up 1.0 percent year-over-year. Assignment revenues, which totaled $898.7 million (43.1 percent of total revenues), were down 17.6 percent year-over-year reflecting continued softness in the more cyclical portions of the Commercial Segment business.
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Gross Profit and Gross Margin

The table below shows gross profit and gross margin by segment for the six months ended June 30, 2024 and 2023 (in millions).

Gross ProfitGross Margin
20242023Change20242023Change
Commercial $471.1 $523.3 (10.0 %)32.3 %31.8 %0.5 %
Federal Government 126.2 129.4 (2.5 %)20.1 %21.0 %(0.9 %)
Consolidated$597.3 $652.7 (8.5 %)28.7 %28.9 %(0.2 %)


Consolidated gross profit declined 8.5 percent year-over-year on a revenue decline of 7.8 percent. Gross margin was 28.7 percent, a compression of 20 basis points from the first half of 2023. The compression mainly related to business mix, including a higher mix of revenues from the Federal Government Segment, which have a lower gross margin than Commercial Segment revenues.

Selling, General, and Administrative Expenses
 
SG&A expenses were $415.8 million, down from $434.6 million in the first six months of 2023. The decrease in SG&A expenses reflected, among other things, lower compensation-related expenses.

Amortization of Intangible Assets

Amortization of intangible assets was $30.2 million, compared with $36.0 million in the first six months of 2023. The decrease was due to the accelerated amortization method of certain acquired intangibles, which have high amortization rates at the beginning of their useful lives.

Interest Expense, Net

Interest expense, net was $33.4 million, up from $31.2 million in the first six months of 2023. The increase was primarily a result of higher interest rates on the senior secured credit facility and $1.5 million of costs related to the March 2024 amendment to the senior secured credit facility, which was partially offset by interest income in the current year. The weighted-average outstanding borrowings and cash-based interest expense rate for the first six months of 2024 and 2023 were $1.0 billion and 6.1 percent (excluding costs related to aforementioned amendment), and $1.0 billion and 5.8 percent, respectively.

Provision for Income Taxes
 
The provision for income taxes was $32.6 million, down from $41.3 million in the first six months of 2023 due to lower income before income taxes. The effective tax rate was 27.7 percent, up from 27.4 percent in the first six months of 2023.

Net Income

Net income was $85.3 million, down from $109.6 million in the first six months of 2023.

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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. Measuring Bookings involves the use of estimates and judgments and there are no independent standards or requirements governing the calculation of Bookings. Information regarding Bookings is not comparable to, nor should it be substituted for, an analysis of reported revenues. 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 EndedTrailing-Twelve-Months Ended
June 30,June 30,
(Dollars in millions)
2024202320242023
Bookings$327.4 $357.3 $1,253.3 $1,303.3 
Book-to-Bill Ratio
1.2 to 1
1.3 to 1
1.2 to 1
1.2 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”). Information regarding New Contract Awards is not comparable to, nor should it be substituted for, an analysis of reported revenues. 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)20242023
New Contract Awards$949.1 $1,139.4 
Book-to-Bill Ratio
0.7 to 1
0.9 to 1

(Dollars in millions)June 30,
2024
December 31,
2023
June 30,
2023
Funded Contract Backlog$510.6 $543.5 $595.3 
Negotiated Unfunded Contract Backlog2,263.8 2,466.0 2,516.6 
Contract Backlog$2,774.4 $3,009.5 $3,111.9 
Contract Backlog Coverage Ratio
2.2 to 1
2.4 to 1
2.6 to 1


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Liquidity and Capital Resources
 
Our working capital, which is current assets less current liabilities, at June 30, 2024 was $523.8 million, and our cash and cash equivalents were $132.2 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, 2024, we had full availability under the $500.0 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 $164.0 million for the first six months of 2024, compared with $193.0 million in the same period of 2023. Net cash provided by operating activities before changes in operating assets and liabilities was $162.6 million, compared with $186.2 million in the same period of 2023. Net cash provided by changes in operating assets and liabilities was $1.4 million for the first six months of 2024, compared with $6.8 million in the same period of 2023.

Net cash used in investing activities was $16.0 million and $23.5 million for the first six months of 2024 and 2023, respectively, and primarily related to capital expenditures.

Net cash used in financing activities was $190.7 million for the first six months of 2024 and included $187.7 million to repurchase the Company's common stock. Net cash used in financing activities in the first six months of the prior year was $146.0 million 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.

For details on the Company’s senior secured credit facility, comprised of a revolving credit facility and term loan B, 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 2024 compared with those disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2023 10-K.

Commitments

There were no material changes to the significant commitments or contractual obligations that were disclosed in our 2023 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 2023 10-K. Our exposure to interest rate risk is associated with our debt instruments. See Note 3. Long-Term Debt in Item 8. Financial Statements and Supplementary Data for a further description of our debt instruments. A hypothetical 100 basis-point change in interest rates on variable-rate debt would have resulted in an interest expense fluctuation of approximately $5.0 million based on $496.3 million of debt outstanding for any 12-month period. We have not entered into any market risk sensitive instruments for trading purposes.

Item 4 Controls and Procedures

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on this evaluation, our Principal 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 the time periods specified in the SEC's rules and forms. "Disclosure controls and procedures" include, without limitation, controls and procedures 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 accumulated and communicated to the Company's management, including its Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, 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, 2024 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

15


PART II OTHER INFORMATION

Item 1 Legal Proceedings
 
We are involved in various legal proceedings, investigations, 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 2023 10-K.

Item 2 Unregistered Sales of Securities and Use of Proceeds

On April 22, 2024, the Company's Board approved a new stock repurchase program under which the Company may repurchase $750.0 million of its common stock over the following two years and this replaces the previous program. Under terms of the 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, 2024 are shown in the table below, and the approximate dollar value of shares that may be purchased under the program as of June 30, 2024, are shown in the table below.

PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced PlanApproximate Dollar Value of Shares That May Yet be Purchased Under
the Plan
(in millions)
April351,184 $98.23 351,184 $739.5 
May359,315 $97.40 359,315 $704.5 
June415,551 $90.24 415,551 $667.0 
Total1,126,050 $95.02 1,126,050 $667.0 

In connection with our stock-based compensation plans, during the three months ended June 30, 2024, 15,457 shares of our common stock with an aggregate value of $1.5 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, 2024, 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.

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Item 6 Exhibits

INDEX TO EXHIBITS
Number Description
3.1
3.2
3.3

4.1Specimen 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*
101The 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.
104Cover 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.

 
17


 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: July 31, 2024By:/s/ Marie L. Perry
Marie L. Perry
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
Date: July 31, 2024By:/s/ Rose L. Cunningham
Rose L. Cunningham
Vice President, Chief Accounting Officer and Controller
 


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