ASGN Inc - Quarter Report: 2023 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-35636

ASGN Incorporated

(Exact name of registrant as specified in its charter)

Delaware

95-4023433

(State of Incorporation)

(I.R.S. Employer Identification No.)

4400 Cox Road, Suite 110

Glen Allen, Virginia 23060

(Address, including zip code, of Principal Executive Offices)

(888) 482-8068

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock

ASGN

NYSE

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

At October 31, 2023, the total number of outstanding shares of the Common Stock of ASGN Incorporated (the "Company") ($0.01 par value) was 47.2 million.

ASGN INCORPORATED AND SUBSIDIARIES

INDEX


PART I — FINANCIAL INFORMATION

Item 1 — Condensed Consolidated Financial Statements (Unaudited)			3

Condensed Consolidated Balance Sheets			3

Condensed Consolidated Statements of Operations and Comprehensive Income			4

Condensed Consolidated Statements of Stockholders’ Equity			5

Condensed Consolidated Statements of Cash Flows			6

Notes to Condensed Consolidated Financial Statements			7

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations			12

Item 3 — Quantitative and Qualitative Disclosures about Market Risks			16

Item 4 — Controls and Procedures			17

PART II — OTHER INFORMATION

Item 1 — Legal Proceedings			18

Item 1A — Risk Factors			18

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

Item 3 — Defaults Upon Senior Securities			18

Item 4 — Mine Safety Disclosures			18

Item 5 — Other Information			18

Item 6 — Exhibits			19

Signature			20

PART I — FINANCIAL INFORMATION

Item 1 — Condensed Consolidated Financial Statements (Unaudited)

ASGN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except share data)


	September 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	145.6	$	70.3
Accounts receivable, net	804.6		853.6
Prepaid expenses and income taxes	25.4		39.9
Other current assets	18.3		17.3
Total current assets	993.9		981.1
Property and equipment, net	78.6		66.3
Operating lease right-of-use assets	60.1		51.1
Identifiable intangible assets, net	515.7		569.6
Goodwill	1,893.5		1,892.0
Other non-current assets	37.1		25.6
Total assets	$	3,578.9	$	3,585.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	32.1	$	35.2
Accrued payroll	250.8		285.1
Operating lease liabilities	20.5		22.9

Other current liabilities	139.8		98.7
Total current liabilities	443.2		441.9
Long-term debt	1,037.5		1,066.6
Operating lease liabilities	43.5		32.3
Deferred income tax liabilities	130.6		129.2
Other long-term liabilities	15.4		14.4
Total liabilities	1,670.2		1,684.4
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value; 1.0 million shares authorized; no shares issued	—		—
Common stock, $0.01 par value; 75.0 million shares authorized; 47.5 million and 49.5 million shares outstanding at September 30, 2023 and December 31, 2022, respectively	0.5		0.5
Paid-in capital	701.9		703.5
Retained earnings	1,207.9		1,200.0
Accumulated other comprehensive loss	(1.6)		(2.7)
Total stockholders’ equity	1,908.7		1,901.3
Total liabilities and stockholders’ equity	$	3,578.9	$	3,585.7

See notes to condensed consolidated financial statements.

ASGN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)

(in millions, except per share data)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Revenues	$	1,116.8	$	1,197.9	$	3,376.5	$	3,430.7
Costs of services	794.4		839.0		2,401.4		2,401.2
Gross profit	322.4		358.9		975.1		1,029.5
Selling, general and administrative expenses	206.0		232.6		640.6		665.1
Amortization of intangible assets	17.8		17.9		53.8		45.3
Operating income	98.6		108.4		280.7		319.1
Interest expense	(18.5)		(12.1)		(49.7)		(31.5)
Income before income taxes	80.1		96.3		231.0		287.6
Provision for income taxes	20.7		25.2		62.0		76.3
Income from continuing operations	59.4		71.1		169.0		211.3

Income from discontinued operations, net of income taxes	—		2.1		—		1.2
Net income	$	59.4	$	73.2	$	169.0	$	212.5

Earnings per share:
Basic —
Continuing operations	$	1.23	$	1.42	$	3.46	$	4.15
Discontinued operations	—		0.04		—		0.02
	$	1.23	$	1.46	$	3.46	$	4.17
Diluted —
Continuing operations	$	1.23	$	1.40	$	3.43	$	4.09
Discontinued operations	—		0.04		—		0.02
	$	1.23	$	1.44	$	3.43	$	4.11

Shares and share equivalents used to calculate earnings per share:
Basic	48.1		50.1		48.8		50.9
Diluted	48.4		50.7		49.2		51.6

Reconciliation of net income to comprehensive income:
Net income	$	59.4	$	73.2	$	169.0	$	212.5
Foreign currency translation adjustment	(1.3)		(2.2)		1.1		(3.9)
Comprehensive income	$	58.1	$	71.0	$	170.1	$	208.6

See notes to condensed consolidated financial statements.

ASGN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

(in millions)


	Common Stock			Paid-in Capital		Retained Earnings		Other		Total
	Shares	Par Value
Three Months Ended September 30, 2023
Balance at June 30, 2023	48.5	$	0.5	$	702.8	$	1,223.6	$	(0.3)	$	1,926.6
Stock-based compensation expense	—	—		10.3		—		—		10.3
Issuances under equity plans	0.2	—		7.8		—		—		7.8
Tax withholding on restricted stock vesting	—	—		(1.5)		—		—		(1.5)
Stock repurchases and retirement of shares	(1.2)	—		(17.5)		(75.1)		—		(92.6)
Other	—	—		—		—		(1.3)		(1.3)
Net income	—	—		—		59.4		—		59.4
Balance at September 30, 2023	47.5	$	0.5	$	701.9	$	1,207.9	$	(1.6)	$	1,908.7

Three Months Ended September 30, 2022
Balance at June 30, 2022	50.4	$	0.5	$	692.1	$	1,165.5	$	(2.0)	$	1,856.1
Stock-based compensation expense	—	—		11.9		—		—		11.9
Issuances under equity plans	0.2	—		8.5		—		—		8.5
Tax withholding on restricted stock vesting	—	—		(1.6)		—		—		(1.6)
Stock repurchases and retirement of shares	(0.6)	—		(8.2)		(48.6)		—		(56.8)
Other	—	—		—		—		(2.2)		(2.2)
Net income	—	—		—		73.2		—		73.2
Balance at September 30, 2022	50.0	$	0.5	$	702.7	$	1,190.1	$	(4.2)	$	1,889.1

	Common Stock			Paid-in Capital		Retained Earnings		Other		Total
	Shares	Par Value
Nine Months Ended September 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	—	—		33.7		—		—		33.7
Issuances under equity plans	0.6	—		18.9		—		—		18.9
Tax withholding on restricted stock vesting	—	—		(15.7)		—		—		(15.7)
Stock repurchase and retirement of shares	(2.6)	—		(38.5)		(161.1)		—		(199.6)
Other	—	—		—		—		1.1		1.1
Net income	—	—		—		169.0		—		169.0
Balance at September 30, 2023	47.5	$	0.5	$	701.9	$	1,207.9	$	(1.6)	$	1,908.7

Nine Months Ended September 30, 2022
Balance at December 31, 2021	51.8	$	0.5	$	690.8	$	1,174.4	$	(0.3)	$	1,865.4
Stock-based compensation expense	—	—		35.9		—		—		35.9
Issuances under equity plans	0.4	—		18.9		—		—		18.9
Tax withholding on restricted stock vesting	—	—		(12.9)		—		—		(12.9)
Stock repurchase and retirement of shares	(2.2)	—		(30.0)		(196.8)		—		(226.8)
Other	—	—		—		—		(3.9)		(3.9)
Net income	—	—		—		212.5		—		212.5
Balance at September 30, 2022	50.0	$	0.5	$	702.7	$	1,190.1	$	(4.2)	$	1,889.1

See notes to condensed consolidated financial statements.

ASGN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)


	Nine Months Ended
	September 30,
	2023		2022
Cash Flows from Operating Activities
Net income	$	169.0	$	212.5
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization	74.6		64.8
Stock-based compensation	33.7		35.9

Other	9.3		6.8
Changes in operating assets and liabilities, net of effects of acquisitions and divestiture:
Accounts receivable	48.1		(154.2)
Prepaid expenses and income taxes	14.5		26.4
Accounts payable	(2.5)		10.0
Accrued payroll	(34.8)		20.0
Income taxes payable	31.6		15.1
Other	(3.0)		(4.8)
Net cash provided by operating activities	340.5		232.5
Cash Flows from Investing Activities
Cash paid for property and equipment	(32.7)		(27.0)
Cash paid for acquisitions, net of cash acquired	—		(351.8)
Cash received from the sale of a business	—		9.8
Other	(0.6)		2.4
Net cash used in investing activities	(33.3)		(366.6)
Cash Flows from Financing Activities


Proceeds from long term debt	571.8		46.0
Principal payments of long term debt	(595.3)		—
Debt issuance and amendment costs	(8.6)		—
Proceeds from employee stock purchase plan	18.9		18.9
Repurchases of common stock	(197.7)		(227.6)
Payment of employment taxes related to release of restricted stock awards	(15.7)		(12.9)
Payment of contingent consideration	(5.0)		(8.1)

Net cash used in financing activities	(231.6)		(183.7)
Effect of exchange rate changes on cash and cash equivalents	(0.3)		(0.6)
Net increase (decrease) in cash and cash equivalents	75.3		(318.4)

Cash and cash equivalents at beginning of year	70.3		529.6
Cash and cash equivalents at end of period	$	145.6	$	211.2


Supplemental Disclosure of Cash Flow Information
Cash paid for —
Income taxes	$	12.0	$	33.4
Interest	$	39.4	$	23.6
Operating leases	$	20.0	$	20.4
Noncash transactions —



Operating lease right of use assets obtained in exchange for operating lease liabilities	$	26.9	$	15.5

See notes to condensed consolidated financial statements.

ASGN INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. General

Basis of presentation — The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the rules of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The December 31, 2022 balance sheet was derived from audited financial statements. The financial statements include adjustments consisting of normal recurring items, which, in the opinion of management, are necessary for a fair presentation of the financial position of ASGN Incorporated and its subsidiaries ("ASGN" or the "Company") and its results of operations for the interim dates and periods set forth herein. The results for any of the interim periods are not necessarily indicative of the results to be expected for the full year or any other period. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 ("2022 10-K").

2. Goodwill and Identifiable Intangible Assets

The following table summarizes the activity related to the carrying amount of goodwill by segment since December 31, 2021 (in millions).


	Commercial		Federal Government		Total




Balance as of December 31, 2021	$	829.3	$	740.2	$	1,569.5
2022 acquisitions	246.4		85.5		331.9
Purchase price adjustments	0.4		(8.5)		(8.1)
Translation adjustment	(1.4)		—		(1.4)
Balance as of December 31, 2022	1,074.7		817.2		1,891.9

Purchase price adjustments	—		1.1		1.1
Translation adjustment	0.5		—		0.5


Balance as of September 30, 2023	$	1,075.2	$	818.3	$	1,893.5

________________________________

Approximately $250.7 million of the goodwill for the 2022 acquisitions is deductible for income tax purposes.

Acquired identifiable intangible assets consisted of the following (in millions):


		September 30, 2023						December 31, 2022
	Estimated Useful Life in Years	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer and contractual relationships	1 - 13	$	589.3	$	360.4	$	228.9	$	589.3	$	315.7	$	273.6

Contract backlog	1 - 3	44.1		42.2		1.9		44.1		36.5		7.6
Non-compete agreements	1 - 7	41.2		29.1		12.1		41.2		25.6		15.6

		674.6		431.7		242.9		674.6		377.8		296.8
Not subject to amortization:
Trademarks		272.8		—		272.8		272.8		—		272.8
Total		$	947.4	$	431.7	$	515.7	$	947.4	$	377.8	$	569.6

Estimated future amortization expense follows (in millions):


Remainder of 2023	$	17.9
2024	58.1
2025	48.8
2026	41.8
2027	32.0
Thereafter	44.3
	$	242.9

3. Long-Term Debt

Long-term debt consisted of the following (in millions):


	September 30, 2023		December 31, 2022
Senior Secured Credit Facility:
Revolving credit facility	$	—	$	31.5
Term loan B	500.0		490.8
Unsecured Senior Notes	550.0		550.0
	1,050.0		1,072.3
Unamortized deferred loan costs	(7.5)		(5.7)
Term loan B, principal payments due in the next 12 months(1)	(5.0)		—
Long-term debt	$	1,037.5	$	1,066.6

__________

(1) In connection with the amendments described below, 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 sheet as of September 30, 2023.

Senior Secured Credit Facility — In August 2023, the Company amended its senior secured credit facility (the "facility") to extend the maturity date of the term loan B ("term loan") to August 2030 and the maturity date of the revolving credit facility (the "revolver") to February 2028 and increased the borrowing capacity of the revolver to $500.0 million. Borrowings under the $500.0 million term loan bear interest, at the Company's election, at (i) the secured overnight financing rate ("SOFR") plus 2.25 percent, or (ii) the bank’s base rate plus 1.25 percent. Borrowings under 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 0.95 to 1 at September 30, 2023. The facility is secured by substantially all of the Company's assets and at September 30, 2023, 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. Income taxes payable were $33.9 million at September 30, 2023 and $1.1 million at December 31, 2022, and are included in other current liabilities in the condensed consolidated balance sheets. Prepaid income taxes were $16.3 million at December 31, 2022, and are included in prepaid expenses and income taxes in the condensed consolidated balance sheets.

6. Earnings per Share

The following table shows the calculation of basic and diluted earnings per share (in millions, except per share data).


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Income from continuing operations	$	59.4	$	71.1	$	169.0	$	211.3
Loss from discontinued operations, net of income taxes	—		2.1		—		1.2
Net income	$	59.4	$	73.2	$	169.0	$	212.5

Weighted-average number of common shares outstanding — basic	48.1		50.1		48.8		50.9
Dilutive effect of common share equivalents	0.3		0.6		0.4		0.7
Weighted-average number of common shares and share equivalents outstanding — diluted	48.4		50.7		49.2		51.6

Basic earnings per share:
Continuing operations	$	1.23	$	1.42	$	3.46	$	4.15
Discontinued operations	—		0.04		—		0.02
	$	1.23	$	1.46	$	3.46	$	4.17
Diluted earnings per share:
Continuing operations	$	1.23	$	1.40	$	3.43	$	4.09
Discontinued operations	—		0.04		—		0.02
	$	1.23	$	1.44	$	3.43	$	4.11

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 large enterprises and Fortune 1000 companies. The Federal Government Segment provides mission-critical solutions to the Department of Defense, the intelligence community and federal civilian agencies. Virtually all of the Company's revenues are generated in the United States.

Management evaluates the performance of each segment primarily based on revenues, gross profit and operating income derived directly from internal financial reporting of the segments used for corporate management purposes, which is presented below by segment (in millions):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Commercial
Revenues	$	782.4	$	900.0	$	2,425.8	$	2,583.5
Gross profit	254.2		297.8		777.5		852.1
Operating income	91.4		108.7		267.0		319.6
Depreciation	5.0		5.0		14.5		12.0
Amortization	8.6		9.9		26.1		21.1
Federal Government
Revenues	$	334.4	$	297.9	$	950.7	$	847.2
Gross profit	68.2		61.1		197.6		177.4
Operating income	27.2		23.0		74.9		66.4
Depreciation	1.4		1.3		4.3		4.2
Amortization	9.2		8.0		27.7		24.2
Consolidated
Revenues	$	1,116.8	$	1,197.9	$	3,376.5	$	3,430.7
Gross profit	322.4		358.9		975.1		1,029.5
Operating income	98.6		108.4		280.7		319.1
Depreciation	7.0		7.2		20.8		19.5
Amortization	17.8		17.9		53.8		45.3
_______
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.

The majority of the revenues from the Commercial Segment are generated from time-and-materials ("T&M") contracts where payments are based on fixed hourly rates for each direct labor hour expended and reimbursements for allowable material costs and out-of-pocket expenses. Revenues from the Federal Government Segment are generated from: (i) firm-fixed-price, (ii) T&M, and (iii) cost reimbursable contracts. Revenues by segment and by type are as follows (in millions):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Commercial
Assignment	$	508.2	$	631.4	$	1,598.8	$	1,888.0
Consulting	274.2		268.6		827.0		695.5
	782.4		900.0		2,425.8		2,583.5
Federal Government
Firm-fixed-price	107.3		91.7		297.9		242.9
Time and materials	126.8		113.7		377.9		338.5
Cost reimbursable	100.3		92.5		274.9		265.8
	334.4		297.9		950.7		847.2
Consolidated	$	1,116.8	$	1,197.9	$	3,376.5	$	3,430.7

Federal Government Segment revenues by customer type are as follows (in millions):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Department of Defense and Intelligence Agencies	$	164.8	$	165.5	$	452.7	$	458.4
Federal Civilian	159.5		124.8		468.3		361.9
Other	10.1		7.6		29.7		26.9
	$	334.4	$	297.9	$	950.7	$	847.2

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 nine months ended September 30, 2023.

The carrying amount of long-term debt recorded in the Company’s accompanying condensed consolidated balance sheet at September 30, 2023 was $1.1 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 $1.0 billion.

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

The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations, as well as management's beliefs and assumptions, and involve a high degree of risk and uncertainty. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Statements that include the words "believes," "anticipates," "plans," "expects," "intends," and similar expressions that convey uncertainty of future events or outcomes are forward-looking statements. Our actual results could differ materially from those discussed or suggested in the forward-looking statements herein. Factors that could cause or contribute to such differences include those described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2022 ("2022 10-K"). In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. All forward-looking statements in this document are based on information available to us as of the filing date of this Quarterly Report on Form 10-Q and we assume no obligation to update any forward-looking statements or the reasons why our actual results may differ.

OVERVIEW

ASGN provides information technology ("IT") services and professional solutions to the commercial and government sectors. We operate through two segments, Commercial and Federal Government. The Commercial Segment, which is the largest segment, provides consulting, creative digital marketing and permanent placement services primarily to large enterprises and Fortune 1000 companies. Our Federal Government Segment provides mission-critical solutions to the Department of Defense, the intelligence community and federal civilian agencies. Virtually all of the Company's revenues are generated in the United States.

Billable Days are business days (calendar days for the period less weekends and holidays) adjusted for other factors, such as the day of the week a holiday occurs, additional time taken off around holidays, year-end client furloughs and inclement weather. Revenues calculated on a same Billable Days basis provide more comparable information by removing the effect of differences in the number of Billable Days on a year-over-year basis. Revenues on a same Billable Days basis are adjusted for the following items: differences in Billable Days during the period by taking the current-period average revenue per Billable Day, multiplied by the number of Billable Days from the same period in the prior year.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 COMPARED WITH THE THREE MONTHS ENDED SEPTEMBER 30, 2022

Revenues

Revenues for the quarter were $1.1 billion, down 6.8 percent over the third quarter of last year. The table below shows our revenues by segment for the three months ended September 30, 2023 and 2022 (in millions).


							% of Total
	2023		2022		Change			2023		2022		Change

Commercial
Assignment	$	508.2	$	631.4	(19.5	%)		45.5	%	52.7	%	(7.2	%)
Consulting	274.2		268.6		2.1	%		24.6	%	22.4	%	2.2	%
	782.4		900.0		(13.1	%)		70.1	%	75.1	%	(5.0	%)
Federal Government	334.4		297.9		12.3	%		29.9	%	24.9	%	5.0	%
Consolidated	$	1,116.8	$	1,197.9	(6.8	%)		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 13.1 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 and Government Services. Consumer and Industrial and Healthcare verticals saw low single-digit revenue declines year-over-year and the remaining three verticals saw double-digit declines year-over-year. Federal Government Segment revenues (29.9 percent of total revenues), the sixth industry vertical, were up 12.3 percent year-over-year and included $24.6 million from Iron Vine Security, LLC ("Iron Vine"), which was acquired in October 2022.

Total IT consulting services revenues were $608.6 million (54.5 percent of total revenues), up 7.4 percent year-over-year. Federal Government Segment revenues, which are all consulting revenues, were $334.4 million, up 12.3 percent year-over-year as stated above, and Commercial Segment consulting revenues were $274.2 million, up 2.1 percent year-over-year. The growth in IT consulting services revenues was offset by a 19.5 percent year-over-year decline in assignment revenues which totaled $508.2 million (45.5 percent of total revenues), reflecting continued softness in the more discretionary and cyclical portions of the Commercial Segment business. On a same Billable Day basis, adjusting for 1.5 fewer Billable Days in the third quarter of 2023 compared to the third quarter of 2022, assignment revenues declined 17.6 percent.

Gross Profit and Gross Margin

The table below shows gross profit and gross margin by segment for the three months ended September 30, 2023 and 2022 (in millions).


	Gross Profit						Gross Margin
	2023		2022		Change			2023		2022		Change

Commercial	$	254.2	$	297.8	(14.6	%)		32.5	%	33.1	%	(0.6	%)
Federal Government	68.2		61.1		11.6	%		20.4	%	20.5	%	(0.1	%)
Consolidated	$	322.4	$	358.9	(10.2	%)		28.9	%	30.0	%	(1.1	%)

Gross profit is comprised of revenues less costs of services, which consist primarily of compensation for our contract professionals, other direct costs and reimbursable out-of-pocket expenses. Consolidated gross profit was down 10.2 percent year-over-year on a revenue decline of 6.8 percent.

Gross margin was 28.9 percent, a compression of 110 basis points from the third quarter of 2022. The compression mainly related to business mix: (i) within the Commercial Segment, a lower mix of certain high-margin assignment revenues, namely, creative digital marketing and permanent placement revenues, which was partially offset by a higher mix of high-margin IT consulting revenues with a year-over-year expansion in margin and (ii) a higher mix of revenues from the Federal Government Segment, which have a lower gross margin than commercial revenues.

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 $206.0 million (18.4 percent of revenues), compared with $232.6 million (19.4 percent of revenues) in the third quarter of 2022. This improvement was primarily due to lower incentive compensation expense.

Amortization of Intangible Assets

Amortization of intangible assets was $17.8 million, compared with $17.9 million in the third quarter of 2022.

Interest Expense

Interest expense was $18.5 million, up from $12.1 million in the third quarter of 2022, primarily as a result of higher interest rates on the senior secured credit facility, and also included $2.3 million of costs related to the August 2023 amendments to the senior secured credit facility. The weighted-average outstanding borrowings and cash-based interest rate in the third quarter of 2023 and 2022 were $1.0 billion and 6.0 percent (excluding costs related to aforementioned amendments), and $1.0 billion and 4.4 percent, respectively.

Provision for Income Taxes

The provision for income taxes was $20.7 million, down from $25.2 million in the third quarter of 2022 due to lower income before income taxes. The effective tax rate was 25.8 percent, down from 26.2 percent in the third quarter of 2022.

Income from Continuing Operations

Income from continuing operations was $59.4 million, down from $71.1 million in the third quarter of 2022.

Income from Discontinued Operations

Income from discontinued operations was $2.1 million in the third quarter of 2022.

Net Income

Net income was $59.4 million, down from $73.2 million in the third quarter of 2022.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 COMPARED WITH THE NINE MONTHS ENDED SEPTEMBER 30, 2022

Revenues

Revenues for the first nine months of the year were $3.4 billion, down 1.6 percent year-over-year. Revenues for the period included approximately $128.0 million from businesses acquired during the last 12 months. Excluding the contributions from acquisitions, revenues declined 5.3 percent year-over-year. The table below shows our revenues by segment for the nine months ended September 30, 2023 and 2022 (in millions).


							% of Total
	2023		2022		Change			2023		2022		Change

Commercial
Assignment	$	1,598.8	$	1,888.0	(15.3)	%		47.3	%	55.0	%	(7.7	%)
Consulting	827.0		695.5		18.9	%		24.5	%	20.3	%	4.2	%
	2,425.8		2,583.5		(6.1)	%		71.8	%	75.3	%	(3.5	%)
Federal Government	950.7		847.2		12.2	%		28.2	%	24.7	%	3.5	%
Consolidated	$	3,376.5	$	3,430.7	(1.6)	%		100.0	%	100.0	%

Commercial Segment revenues (71.8 percent of total revenues) were down 6.1 percent year-over-year and included $53.6 million of revenues from the GlideFast business through its acquisition date anniversary, which was at the beginning of July 2023. From an industry vertical perspective: Consumer and Industrial and Healthcare verticals saw low single-digit revenue increases year-over-year. Financial services saw low single-digit revenue decline year-over-year. TMT and Business and Government Services saw double-digit declines year-over-year. Federal Government Segment revenues (28.2 percent of total revenues), the sixth industry vertical, were up 12.2 percent year-over-year and included $74.3 million from Iron Vine, which was acquired in October 2022.

Total IT consulting services revenues were $1.78 billion (52.6 percent of total revenues), up 15.2 percent year-over-year. Federal Government Segment revenues, which are all consulting revenues, were $950.7 million, up 12.2 percent year-over-year as stated above, and Commercial Segment consulting revenues were $827.0 million, up 18.9 percent year-over-year. The growth in IT consulting services revenues was offset by a 15.3 percent year-over-year decline in assignment revenues which totaled $1.60 billion (47.4 percent of total revenues), reflecting continued softness in the more discretionary and cyclical portions of the Commercial Segment business. On a same Billable Day basis, adjusting for 1.75 fewer Billable Days in the first nine months of 2023 compared to the same period in 2022, assignment revenues declined 14.5 percent.

Gross Profit and Gross Margin

The table below shows gross profit and gross margin by segment for the nine months ended September 30, 2023 and 2022 (in millions).


	Gross Profit						Gross Margin
	2023		2022		Change			2023		2022		Change

Commercial	$	777.5	$	852.1	(8.8	%)		32.1	%	33.0	%	(0.9	%)
Federal Government	197.6		177.4		11.4	%		20.8	%	20.9	%	(0.1	%)
Consolidated	$	975.1	$	1,029.5	(5.3	%)		28.9	%	30.0	%	(1.1	%)

Consolidated gross profit declined 5.3 percent on revenue decline of 1.6 percent. Gross margin was 28.9 percent, a compression of 110 basis points over the first nine months of 2022. The compression mainly related to business mix: (i) within the Commercial Segment, a lower mix of certain high-margin assignment revenues, namely, creative digital marketing and permanent placement revenues, which was partially offset by a higher mix of high-margin IT consulting revenues with a year-over-year expansion in margin, and (ii) a higher mix of revenues from the Federal Government Segment, which have a lower gross margin than commercial revenues.

Selling, General and Administrative Expenses

SG&A expenses were $640.6 million (19.0 percent of revenues), compared with $665.1 million (19.4 percent of revenues) in the first nine months of 2022. This improvement was primarily due to lower incentive compensation expense.

Amortization of Intangible Assets

Amortization of intangible assets was $53.8 million, up from $45.3 million in the first nine months of 2022. This increase reflects amortization expense related to businesses acquired in the second half of last year.

Interest Expense

Interest expense was $49.7 million up from $31.5 million in 2022, primarily as a result of higher interest rates on the senior secured credit facility, and also included $2.3 million of costs related to the August 2023 amendments to the senior secured credit facility. The weighted-average outstanding borrowings and cash-based interest rate in the first nine months of 2023 and 2022 were $1.1 billion and 5.8 percent (excluding costs related to aforementioned amendments), and $1.0 billion and 3.8 percent, respectively.

Provision for Income Taxes

The provision for income taxes was $62.0 million, down from $76.3 million in the first nine months of 2022 due to lower income before income taxes. The effective tax rate was 26.8 percent, up from 26.5 percent in the first nine months of 2022.

Income from Continuing Operations

Income from continuing operations was $169.0 million, down from $211.3 million in the first nine months of 2022.

Income from Discontinued Operations

Income from discontinued operations was $1.2 million in the first nine months of 2022.

Net Income

Net income of $169.0 million, down from $212.5 million in the first nine months of 2022.

Commercial Segment - Consulting Metrics

Commercial consulting bookings are the value of new contracts entered into during a specified period, including adjustments for the effects of changes in contract scope and contract terminations ("Bookings"). The underlying contracts are terminable by the client on short notice with little or no termination penalties. The book-to-bill ratio for our commercial consulting revenues is the ratio of Bookings to commercial consulting revenues for a specified period. The average duration of commercial consulting projects is one year.


	Three Months Ended				Trailing-Twelve-Months Ended
	September 30,				September 30,
(Dollars in millions)	2023		2022			2023		2022
Bookings	$	291.0	$	254.3		$	1,340.0	$	1,117.3
Book-to-Bill Ratio	1.1 to 1		0.9 to 1			1.2 to 1		1.3 to 1

Federal Government Segment Metrics

Contract backlog for our Federal Government Segment represents the estimated amount of future revenues to be recognized under awarded contracts, including task orders and options, at a point in time ("Contract Backlog"). These estimates are subject to change and may be affected by the execution of new contracts, the extension or early termination of existing contracts, the non-renewal or completion of current contracts and adjustments to estimates for previously included contracts. The timing of the execution of new contracts and other changes are affected by the funding cycles of the government and can vary from quarter to quarter. New contract awards are the estimated amount of future revenues to be recognized under contracts awarded during a specified period, including adjustments to estimates for contracts awarded in previous periods (“New Contract Awards”). Due to variability, New Contract Awards are presented on a trailing-twelve-months (“TTM”) basis. The book-to-bill ratio for our Federal Government Segment is the ratio of New Contract Awards to revenues for a specified period. Contract backlog coverage ratio is calculated as total Contract Backlog divided by TTM revenues.


	TTM Ended September 30,
(Dollars in millions)	2023		2022
New Contract Awards	$	1,080.8	$	1,089.6
Book-to-Bill Ratio	0.9 to 1		1.0 to 1


(Dollars in millions)	September 30, 2023		December 31, 2022		September 30, 2022
Funded Contract Backlog	$	701.0	$	582.3	$	548.0
Negotiated Unfunded Contract Backlog	2,577.8		2,681.2		2,564.6
Contract Backlog	$	3,278.8	$	3,263.5	$	3,112.6

Contract Backlog Coverage Ratio	2.6 to 1		2.9 to 1		2.8 to 1

Liquidity and Capital Resources

Our working capital, which is current assets less current liabilities, at September 30, 2023 was $550.7 million, and our cash and cash equivalents were $145.6 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 September 30, 2023, 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 $340.5 million for the first nine months of 2023, compared with $232.5 million in the same period of 2022. Net cash provided by operating activities before changes in operating assets and liabilities was $286.6 million, compared with $320.0 million in the same period of 2022. Changes in operating assets and liabilities resulted in net cash generation of $53.9 million, compared with net cash usage of $87.5 million in the same period of 2022. This year-over-year change primarily related to lower accounts receivable due to decreasing revenues in the first nine months of 2023 as well as improvement in accounts receivable days sales outstanding ("DSO"), compared with the same period of 2022 which had increasing accounts receivable due to revenue growth as well as an increase in DSO.

Net cash used in investing activities was $33.3 million for the first nine months of 2023 and was primarily comprised of $32.7 million for capital expenditures. Net cash used in investing activities in the first nine months of the prior year was $366.6 million and included $351.8 million for the acquisition of GlideFast and $27.0 million for capital expenditures, partially offset by $9.8 million from the sale of a business.

Net cash used in financing activities was $231.6 million for the first nine months of 2023 and included $197.7 million to repurchase the Company's common stock, net repayments of borrowings under the revolving credit facility totaling $31.5 million, and the effects of the August 2023 amendments to the Company's senior secured credit facility which generated net proceeds of $8.0 million that were offset by related amendment costs. Net cash used in financing activities in the first nine months of the prior year was $183.7 million and was primarily comprised of $227.6 million for stock repurchases, partially offset by $46.0 million of borrowings under the revolving credit facility.

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 third quarter of 2023 compared with those disclosed in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2022 10-K.

Commitments

There were no material changes to the significant commitments or contractual obligations that were disclosed in our 2022 10-K.

Item 3 — Quantitative and Qualitative Disclosures about Market Risks

With respect to our quantitative and qualitative disclosures about interest rates risks, there have been no material changes to the information included in our 2022 10-K. A hypothetical 100 basis-point change in interest rates on variable-rate debt would have resulted in an interest expense fluctuation of approximately $5.0 million based on $500.0 million of debt outstanding for any 12-month period.

Item 4 — Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on this evaluation, our Chief Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report. The term "disclosure controls and procedures" means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required time periods. We have established disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal controls over financial reporting that occurred during the three months ended September 30, 2023 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1 — Legal Proceedings

We are involved in various legal proceedings, claims and litigation arising in the ordinary course of business, and collective class and PAGA actions alleging violations of wage and hour laws. However, based on the facts currently available, we do not believe that the disposition of matters that are pending or asserted will have a material effect on our financial position, results of operations or cash flows.

Item 1A — Risk Factors

There have been no material changes to the risk factors previously described in our 2022 10-K.

Item 2 — Unregistered Sales of Securities and Use of Proceeds

On April 24, 2023, the Company's Board of Directors approved a new stock repurchase program under which the Company may repurchase $500.0 million of its common stock over the following two years and this replaces the previous program. Under terms of this program, purchases can be made in the open market or under a Rule 10b5-1 trading plan. The stock repurchase program does not obligate the Company to acquire any particular amount of the Company's stock and may be suspended at any time at the Company's discretion.

The Company's repurchases of its common stock during the three months ended September 30, 2023 are shown in the table below.


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased Under the Plans or Programs (in millions)
July	166,175	$	78.26	166,175	$	427.8
August	550,322	$	80.12	550,322	$	383.7
September	434,284	$	79.87	434,284	$	349.1
Total	1,150,781	$	79.76	1,150,781	$	349.1

In connection with our stock-based compensation plans, during the three months ended September 30, 2023, 18,683 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 September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6 — Exhibits

INDEX TO EXHIBITS


Number		Description
3.1		Amended and Restated Certificate of Incorporation of On Assignment, Inc., effective June 23, 2014 (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on June 25, 2014)
3.2		Certificate of Amendment of Amended and Restated Certificate of Incorporation of On Assignment, Inc. effective April 2, 2018 (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on March 16, 2018)
3.3		Fifth Amended and Restated Bylaws of ASGN Incorporated, effective December 7, 2022 (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022)
4.1		Specimen Common Stock Certificate (incorporated by reference from an exhibit to the Company's Registration Statement on Form S-1 (File No. 33-50646) declared effective on September 21, 1992) (P)
10.1*		Third Amended and Restated Credit Agreement, dated as of August 31, 2023, by and among ASGN Incorporated, as the borrower, Wells Fargo Bank, National Association, as administrative agent, swing line lender, and L/C issuer, and the lenders named therein
31.1*		Certification of Theodore S. Hanson, Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a)
31.2*		Certification of Marie L. Perry, Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a)
32.1*		Certification of Theodore S. Hanson, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350
32.2*		Certification of Marie L. Perry, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350
101		The following material from this Quarterly Report on Form 10-Q of ASGN Incorporated, Part I, Item 1 of this Form 10-Q formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income; (iii) Condensed Consolidated Statement of Stockholders’ Equity; (iv) Condensed Consolidated Statements of Cash Flows; and (v) related notes to these financial statements.
104		Cover page interactive data file (formatted in Inline XBRL and contained in Exhibit 101)

*	Filed herewith.
(P)	This exhibit originally filed in paper format. Accordingly, a hyperlink has not been provided.

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: November 1, 2023	By:	/s/ Marie L. Perry
		Marie L. Perry
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and Duly Authorized Officer)


Date: November 1, 2023	By:	/s/ Rose L. Cunningham
		Rose L. Cunningham
		Vice President, Chief Accounting Officer and Controller