ASGN Incorporated

Greetings and welcome to the ASGN Incorporated fourth quarter and full year 2024 earnings call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance, please press star zero on your telephone keypad. It is now my pleasure to introduce your host, Kimberly Estikin of Investor Relations. Thank you. You may begin.

Good afternoon. Thank you for joining us today for ASGN's fourth quarter and full year 2024 conference call. With me are Ted Hanson, Chief Executive Officer, Rand Blazer, President, and Marie Perry, Chief Financial Officer. Before we get started, I would like to remind everyone that our commentary contains four booking statements. Although we believe these statements are reasonable, they are subject to risks and uncertainties, and as such, our actual results could differ materially from those statements. Certain of these risks and uncertainties are described in today's press release and in our SEC filings. We do not assume any obligation to update statements made on this call. For your convenience, our prepared remarks and supplemental materials can be found in the investor relations section of our website at investors.asgn.com. Please also note that on this call, we will be referencing certain non-GAAP measures, such as adjusted EBITDA, adjusted net income, and free cash flow. These non-GAAP measures are intended to supplement the comparable GAAP measures. Reconciliations between GAAP and non-GAAP measures are included in today's press release. I will now turn the call over to Ted Hansen, Chief Executive Officer.

Thank you, Kim, and thank you for joining ASGN's fourth quarter and full year 2024 earnings call. Throughout 2024, we remain committed to advancing ASGN's business towards higher-end, high-value IT consulting solutions. This commitment has reflected in the growth of our IT consulting revenues. For the year, IT consulting revenues from both the commercial and government sectors comprised approximately 58% of total revenues, up from roughly 53% in the prior year period. While Q4 revenue was slightly below expectations, the highlight of the quarter was once again gross and adjusted EBITDA margins, which exceeded our expectations. Despite IT budgets remaining constrained, our pipeline of work has continued to expand. Double-digit year-over-year growth in commercial consulting bookings in the fourth quarter underscores our participation in our clients' long-term IT strategies. As we transition into 2025, we are beginning to see an improvement in business confidence, although we believe a turnaround in IT spending has yet to materialize. To meet the anticipated growing demand for IT services, we remain closely aligned with our enterprise and federal government customers understanding their strategic needs, and positioning our solutions accordingly in key areas such as AI, cybersecurity, and data. Maintaining deep customer relationships with Fortune 1000 and key defense and intelligence agencies is essential to ASGN's market differentiation. Also important to driving the underpinnings of our long-term strategy is the depth and breadth of our leadership team. As part of a planned succession, we recently announced that our president, Rand Blazer, will transition to the role of executive vice chairman this March. I'll elaborate on Rand's continued commitment to our company, as well as welcome our newest executive team addition, Shiv Iyer, who will be joining us from Accenture later in today's call. Beyond a forward-thinking leadership team, successful tuck-in acquisitions are core to enhancing our organic consulting growth. We continued our M&A efforts in 2025, announcing just yesterday our definitive agreement to acquire TopLock, a preferred certified workday services partner. I'll discuss the strategy behind the TopLock acquisition shortly. But first, let's turn to our segment performance for the quarter. Our commercial segment services Fortune 1000 and large mid-market companies. Revenues for the segment were again driven by growth in our consulting business, which improves 6% year-over-year. Consulting bookings of $348.2 million put our book to bill at 1.2 times for the quarter and 1.1 times on a trailing 12-month basis. Although consulting bookings remain weighted towards renewals, a reflection of our strong client relationships, our new work continues to grow each quarter. From an industry perspective, growth for the quarter was led by our TMT and consumer and industrial verticals. The TMT vertical improved mid-single digits compared to the fourth quarter of 2023 and also improved low single digits for the full year. Improvement in TMT revenues were led by growth in e-commerce and media and entertainment accounts. Consumer and industrial accounts improved low single digits as compared to the prior year quarter, driven by double-digit improvements in utilities and material accounts, along with mid-single-digit growth in consumer staples and consumer discretionary accounts. While the financial services vertical declined year-over-year, within the vertical, big banks, fintech, and diversified financials all improved low single digits on a billable-day adjusted basis. As one of the largest spenders on IT, this improvement within the financial services vertical, especially amongst our big banking clients, is a move in the right direction. On a sequential basis, adjusting for the two and a half fewer billable days in a quarter, consumer and industrial accounts improve below single digits with growth in the utility, consumer staples, consumer discretionary, and industrial sectors. We also achieved low single-digit growth in the healthcare vertical with advancements in both payer and provider accounts. Consulting engagements for the fourth quarter focused on our cloud and data infrastructure, cybersecurity, and AI solution capabilities. Let me provide a few noteworthy examples. In the fourth quarter, a prominent freight and transportation client engaged ASGN to migrate their legacy on-premise data management center to the cloud. Our team of data experts conducted a comprehensive assessment of our client's 25-year-old system, developed architectural roadmaps, and consulted our client on their migration to AWS Cloud. Once fully migrated to AWS, we will proceed to modernize our client's architecture by adopting cloud-native practices that provide enhanced agility, scalability, and a robust foundation to leverage advanced services such as data, analytics, and AI. With vast amounts of data moving to the cloud, there's an increasing need to protect sensitive enterprise information. As noted last quarter, we continue to fortify our governance risk and compliance, or GRC, practice, which leverages our commercial and government cybersecurity resources to support our commercial industry clients. In the fourth quarter, our GRC consultants partnered with a medical technology company to help them achieve HITRUST certification. Our client was looking to achieve this cybersecurity certification, which combines regulatory and industry standards by year end. Our combined commercial and government team seamlessly collaborated with our client, quickly developing the domain knowledge needed to achieve the HITRUST certification and prompting our client to extend our engagement into 2025 for ongoing advisory support. Also during the quarter, we were engaged by a technology company to establish a center of excellence to streamline the onboarding of various retailers onto their platform. By identifying onboarding commonalities, developing best practices, and addressing procedural anomalies, Our solution architects collaborated with our client to create a gold standard for retail implementations. As this project continues, we will create more automations around the monitoring, compliance, and securing of sensitive data. Importantly, as the creator of this center of excellence, we've become an integral part of our client's professional services organization, assuming responsibility for the onboarding of their retail partners. Our IT consulting solutions create efficiencies that help our clients deliver more value to their customers while also improving outcomes for their internal teams. A Fortune 500 energy company tasked our AI consultants with developing a cutting-edge conversational GenAI chatbot, custom-built in Microsoft Azure's cloud. This multi-agent application provides real-time IT support via connection to back-end knowledge repositories that empower our chatbot to troubleshoot a wide range of technical IT issues in record time. When the chatbot cannot independently resolve the IT issue, it seamlessly integrates with ServiceNow to create a ticket ensuring an efficient and timely resolution. While it will likely be several quarters before we see enterprise-wide applications of GenAI, many companies, like our energy client, are implementing targeted AI models that focus on high-impact use cases to improve efficiency, reduce costs, and provide deeper data insights. As we evolve our business, we are not only upskilling our teams in the latest GenAI applications, but we're also strategically partnering with industry leaders knowing that these tech partnerships are integral to our continued success. Thus far today, I've highlighted projects in which our consulting teams have partnered with Amazon Web Services, Microsoft Azure, and ServiceNow, each of which, amongst other tech innovators, comprise our core group of technology partners. As we enter 2025, I am pleased to welcome one more technology partnership to that list, Workday. As I noted at the beginning of the call, ASGN signed a definitive agreement to acquire TopLock, a leading high-growth, tech-enabled Workday consultancy. While Marie will provide further details on the acquisition financials, I'll focus my commentary on our strategy and market opportunity. Recognizing a growing customer demand for ERP implementations and related services, we identified Workday a leader in enterprise cloud applications with over 60% of the Fortune 500 as customers. This led us to TopBlock, a company purposefully built to partner with the Workday platform. An industry innovator, TopBlock's team of over 500 consultants leverage a proprietary deployment model that accelerates customer time to value. In addition, by increasingly incorporating AI into its offerings, TopLock improves efficiency for its customers and differentiates its implementation processes. Beyond the initial implementation of Workday, TopLock also provides post-deployment services that foster long-term customer relationships. With more than 300 Workday installations over the past five years, Top Blocks consultants are well positioned to gain immediate scale in the ERP market, which Workday has identified as $160 billion in size and growing. We anticipate Top Blocks innovative solutions will seamlessly integrate with our commercial consulting customer base, as well as provide significant opportunities within the federal government sector. Speaking of our government customers, let's now turn to our federal government segment whose services include advanced IT solutions for the Department of Defense, the intelligence community, and other critical agencies that support our national security. The federal government segment win rate remained robust for the fourth quarter at approximately 90% for our re-competed contracts. Although revenues fell below expectations, predominantly due to the lower than expected software licenses, net new contract awards of $283 million put our book to bill at 1.0 times for the quarter and back to our target of 1.1 times on a trailing 12-month basis. In addition to booking strength, at year end, contract backlog was over 3.1 billion for a coverage ratio of 2.5 times the segment's trailing 12-month revenues. Discussions of backlog and thus indications of future performance lead me to a topic gaining a lot of attention of late, that of the new administration spending initiatives and, in particular, the Department of Government Efficiency, or DOGE. DOGE has been tasked with modernizing federal technology and software, including upgrading network IT systems, ensuring data integrity, and facilitating responsible data collection, all within goal of maximizing governmental efficiency and productivity. While it is still in early days, we believe that DOJA's priorities could lead to an increased emphasis on our core solutions and capabilities in AI, cybersecurity, and digital modernization services, which comprise the vast majority of our federal government revenues. Alongside the solutions we offer, The agencies we support are also strongly aligned with the government's budget priorities. Two-thirds of our federal government revenues are derived from contracts with Department of Defense, intelligence agencies, and the Department of Homeland Security. The remaining one-third of revenues comes from more high-end IT business operations and modernization services for civilian and state and local agencies. This includes cloud, data management, and cybersecurity services, all aimed at automating and modernizing governmental processes. So let me provide a few examples of contracts we won during the fourth quarter that further underscore our commitment to upgrading and enhancing government IT infrastructure. For the U.S. Navy, we were awarded additional work on an existing defense and intelligence contract in which our teams are providing data center management to two Navy installations, one in Norfolk, Virginia, and the other in Coronado, California. As part of this new fixed-price contract, we will support the Navy's secure global public safety network and manage their data center, which provides essential naval business functions worldwide. Beyond defense and cybersecurity, we are also seeing sizable bookings to support healthcare IT modernization. In December, we were awarded our first task order under a four-year prime contract with the Department of Health and Human Services. By providing program and financial management services, we will assist the Advanced Research Projects Agency for Health to address scalability and global supply chain challenges to increase the efficacy and productivity of their future programs. As we improve efficiency for our government clients, we also continue to invest in our own technological capabilities. For instance, for the past two years, we've been building a differentiated solution at the intersection of AI and cybersecurity. This solution helps organizations identify and prioritize remediation of security vulnerabilities using advanced mathematical AI models that save our clients and our internal cybersecurity team time and money in the protection against cyber attacks. In addition, during the fourth quarter, we successfully deployed an in-house AI platform that enhances our business development, capture, and proposal workflows. We plan to expand the use of this platform to other operational workflows throughout 2025 in order to drive measurable gains in productivity and quality for our internal teams and our clients. With that, I'll turn the call over to Marie to discuss the fourth quarter results and our first quarter 2025 guidance.

Thanks, Ted. It's great to speak with everyone this afternoon. For the fourth quarter, revenues totaled $985 million, a decrease of 8.3% year-over-year, but essentially flat to the third quarter on the same number of billable days. Revenue from the commercial segment were $692.7 million, a decrease of 7.5% as compared to the prior year. Assignment revenues totaled $408 million, a decline of 15% year over year due to continued softness in the more cyclical portions of our commercial business. Revenue for the commercial consulting, the largest of our high-margin revenue streams, outpaced our expectations and totaled $284.7 million, up 6% year-over-year and flat sequentially. Revenues from our federal government segment were $292.3 million, a decrease of 10.2% year-over-year. When we prepared our guidance for the fourth quarter, we anticipated we would have a consistent level of software licenses year-over-year. As Ted noted, License revenues were lower than our expectations by approximately $20 to $30 million for the quarter. Lower license revenues, as well as the delay in certain research and development projects due to the continuing resolution, led to the revenue shortfall for the quarter. Our commercial segment, on the other hand, outperformed our expectations. Turning to margins, gross margin for the fourth quarter of 2024 was 29%. an increase of 60 basis points from the fourth quarter of last year and exceeded our expectations. Gross margin for the commercial segment was 32.6%, up 50 basis points year-over-year, reflecting a higher mix of consulting revenues as well as margin expansion in these revenues. Gross margin for the federal government segment was 20.5%, up 60 basis points year-over-year, primarily due to higher mix of fixed price and time and materials contracts. SG&A expense for the quarter was $197.9 million, compared to $203.6 million in the fourth quarter of 2023. SG&A expense also included $1.9 million in acquisition, integration, and strategic planning expenses not included in our guidance estimates. For the fourth quarter, Net income was 42.4 million, adjusted EBITDA was 109.7 million, and adjusted EBITDA margin was 11.1%. Adjusted EBITDA margin also exceeded our guidance expectations for the quarter due to the outperformance of our commercial segment, which resulted in a higher mix of commercial revenues. In addition to this favorable business mix, we saw the expansion of margins within the commercial consulting revenues for the quarter. At quarter end, cash and cash equivalent was $205.2 million. We had full availability under our $500 million senior secured revolver, and our net leverage ratio was 1.86 times. Free cash flow was $88.9 million for the fourth quarter, a conversion rate of approximately 81% of adjusted EBITDA. In the quarter, we deployed 43.9 million to repurchase 0.5 million shares at an average price of $90.45. On a full year basis, free cash flow totaled 364.7 million, also a conversion rate of approximately 81% of adjusted EBITDA. With active share repurchase in the first three quarters of the year, even with the slowdown in Q4 repurchases in advance of the due diligence for the top block acquisition. In 2024, we deployed 327.2 million to repurchase 3.5 million shares at an average price of $94.06. We have approximately 529 million remaining under our 750 million share repurchase authorization. A strong free cash flow provides a strategic advantage that enables ASGN to fund key growth initiatives, opportunistically repurchase shares, and invest in strategic M&A, all while maintaining a healthy balance sheet. By following a disciplined and balanced approach to capital allocation, we can invest in high return opportunities and prudently manage our leverage, driving sustainable long-term value to our shareholders. As Ted mentioned earlier, We signed a definitive purchase agreement to acquire TopLock for $340 million, consisting of 90% cash and 10% equity. The acquisition, which remains subject to HSR approval, is anticipated to close late in the first quarter. Post-close, we anticipate our net leverage ratio will be approximately 2.4 times after borrowing approximately $200 million on the revolver related to the acquisition. With our acquisition of TopBlock, we will begin to allocate free cash flow toward paying down the revolver. Turning to guidance, our financial estimates for the first quarter of 2025 are set forth in the earnings release and supplemental materials. These estimates are based on current market conditions and assume 62 billable days in the first quarter, which is .75 fewer than a year ago period and one day more than the fourth quarter. Our first quarter guidance incorporates three main considerations. First, while business optimism is improving, we expect market conditions and demand for our services in the first quarter of 2025 will be similar to that of the fourth quarter of 2024. Second, with regards to EBITDA margin, the first quarter typically sees approximately 100 basis point decrease sequentially related to the annual payroll tax reset. Third, our first quarter guidance does not include contribution from TopBlock. For the full year 2025, TopBlock is expected to generate approximately $150 million of revenue, which represents year-over-year revenue growth in excess of 20%. We anticipate roughly nine months of TopBlock's full-year revenues will be incorporated in our 2025 financials given the timing of the close. TopBlock also anticipates EBITDA margin in the high teens for 2025. With this background, for Q1 2025, we are estimating revenues of $950 million to $970 million, net income of $27.8 million to $30.7 million, and adjusted EBITDA of $91 million to $95 million, and adjusted EBITDA margin of 9.6% to 9.8%. Thank you, and I'll turn the call back over to Ted for closing remarks.

Thanks, Marie. As I mentioned at the start of the call, at the beginning of March, our current president, Rand Blazer, will be transitioning to the role of executive vice chairman. In Rand's place as president, we are thrilled to welcome Shiv Iyer, formerly of Accenture. Over the past 12 years, Rand has played a pivotal role in driving ASGN's impressive growth and transformation. His leadership, in conjunction with our broader executive team, has been key in evolving ASGN from a diversified staffing player to a top-tier provider of higher-end, high-value IT services. Rand has not only spearheaded our good market strategy, but he has helped elevate the quality of our broader leadership team, prioritizing their development and success. As both my long-term colleague and close friend, I'm very grateful for Rand's continued involvement with ASGN and for the strong foundation he has helped build for our company. In Rand's new role, he will advise ASG on key strategic initiatives while helping ensure a seamless handover in leadership to SHIB. SHIB brings over two decades of consulting experience to ASGN and having most recently led Accenture's Consulting and Industry Act solutions across the Americas. His experience leading large-scale consulting businesses in combination with his industry and M&A expertise make him an excellent fit for ASGN as we continue to move up the IT services pyramid. I am confident that Shiv will help propel our company to new heights, and we are very excited to have him on board. We look forward to having SHIB join us on our first quarter 2025 earnings call in April. As we wrap up our prepared remarks, I'd like to reflect on some of the most important points we covered today. We are committed to building ASGN for the future and continue to position our business towards higher-end, high-value IT consulting services and solutions. We are achieving our long-term goals through the expansion of our IT consulting revenues, bookings, and margins, the introduction of new leadership, as just discussed, and the addition of strategic tuck-in acquisitions, such as TopLock, whose solutions can be sold across our commercial and government customer base. Additionally, we maintain a robust portfolio of enterprise and federal government clients in six key industries to whom we offer innovative solutions aligned with a demand for cost savings and efficiency. Of note, we demonstrated strength in the TMT vertical throughout 2024. And as we exited the year, we began to see improvements with our big banking clients, which are some of the biggest investors in information technology. As business confidence steadily increases, we are certain that we have strategically positioned our business for sustained growth. Before opening up the call to questions, I'd like to extend our deepest sympathies to our Los Angeles teammates and their families impacted by the recent wildfires. Our thoughts are with all of those impacted, and we are committed to supporting the affected communities during this difficult time. I also want to thank everyone at ASGN for your dedication and hard work this past year. Together, we move forward into the new year with a collective determination to advance ASGN toward even greater success. Thank you again for joining our fourth quarter and full year 2024 call. Operator, please open the call to questions.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 to remove yourself from the queue. For participants using speaker equipment, it may be necessary to pick up their handset before pressing the star keys. One moment, please, as we pull for questions. Our first question comes from the line of Jeff Silber with BMO Capital Markets. Please proceed with your question.

Thank you so much. I wanted to focus first on federal government, not surprising. Can we get a little bit more color in terms of the types of conversations that you're having with folks? I'm just wondering, I know it's still early, but what are they saying about what the potential impacts might be of the new administration?

Yeah, Jeff, thanks for the question. I think, frankly, everyone in that marketplace is trying to figure out exactly what the impact may be. Even our clients who are still trying to learn. There's just a lot going on and things are breaking, you know, here by the hour and the day. You know, if I sit back and look at our portfolio of business, you know, if you think about services and cyber, AI, data, cloud, IT modernization, Those are all things that the government is in high need of and is going to be durable here. And while there may be some bumps in the road here, week to week, month to month, quarter to quarter, as we work through what's going on with the new administration in DOGE, obviously the answer for the federal government long term is to modernize IT systems and take advantage of technology to be more efficient. And then if you think about our customer set, DOD, Intel, Department of Homeland Security and Justice is about two-thirds of our revenue. If you add to that the cyber work we do in commercial and SLED out of the federal government units, all of a sudden you're at greater than 75%. Again, we think those things are fairly durable, but I would not ignore the fact that there's a lot of arm waving going on in that marketplace right now. And so the key for us is to stay close to our customer and to help them, if you will, in terms of bringing services that help automate, use technology, modernize their operations so that they can ultimately protect us and also be more efficient and productive.

All right, that's helpful. I'm just curious, though, beyond the, I guess you called it arm waving, Have you seen any slowdown either in terms of awarding contracts or paying contractors? I'm just wondering, with all the disruption that's going down there, if it's just business as usual, if there's been some issues already.

Yes, I think it's too early to say is there a slowdown in payments. We haven't seen that, so I would say no sign of that right now. As it relates to new awards, it's a mixed bag, if you will, by area of the government and customer. We've actually won some things here in the recent couple, three weeks, which we were waiting on, which is a positive sign. I think in other areas, obviously, there's an edict out there in certain agencies to pause on the award of new work or new RFPs, and so we're watching that closely. So I'd say it's a little bit agency by agency, but we're seeing a little bit of both, some new awards and some slowdowns.

Okay, appreciate the call. Thanks so much.

Thank you. Our next question comes from the line of Trevor Romeo with William Blair. Pleased to see you. What's your question?

Afternoon, team. Thanks so much for taking the questions. First, just want to say, Rand, it's been great working with you. Best of luck in the new role. Also look forward to working with Shiv as well. Then in terms of questions, First one is on TopLock. Seems like we'll be nicely created to growth and margins. Just kind of wondering from a strategy perspective, would love any thoughts you have specifically on the Workday ecosystem, how you evaluated the long-term opportunity and kind of the strategic importance there. And then maybe what kind of potential synergy opportunities could you see materializing with your existing business?

Great. Well, I'll start and I'll let Rand jump in. First of all, Trevor, you can't say goodbye to Rand yet. He obviously is going to be here, which we're excited about. And I think the combination of Rand being here with all his institutional knowledge and deep experience in the sector, combined with Shiv now coming with his background and our existing leadership team across our commercial and federal units, I mean, we're just really adding strength here, if you will, to the leadership team as we go forward. On the top block question, You know, we talk about this as we communicate with you. When you think about capital allocation, M&A, the right strategic M&A, has been the highest and best return of invested capital for our shareholders. We still see that, and we see it in this case. We have a shopping list, if you will, which are solution capabilities that we see our customers are in need of today and in the future. So that's a great go by, if you will, for what needs to be at the top of our list. And enterprise system capabilities, specifically in Workday, was one of the few things at the top of the list. So, as always, we're working the market, developing pipeline in these areas, and think that there's a lot of room to go for top block, both in the mid-market, which is a lot of its customer base, and in the enterprise, which is a lot of our customer base in commercial and for the federal government, which is obviously a big initiative of Workday overall. I think Workday here in their last earnings reported about 15% growth year-over-year, so there's certainly strong demand for their software. And then I think last, I would just say if you think about the world in terms of where we're going with data and AI, The ERP systems that house both financials and human capital management really own the data set, if you will, inside of our large enterprise accounts. And so to deploy AI effectively across an organization, you've got to have access and expertise around the data and the enterprise system. And our view of data and AI, where we'd like to go with it, we felt like this was an important capability add, if you will, in that way as well. So it was really all of those things. And then, as we always say, you know, it has to be accretive to growth, which this obviously is. It has to be accretive to our margin profile, which this definitely is. And we think that, you know, we think we've got one of the best businesses in the ecosystem

partner with now and it's only going to be a much bigger business in the future because of our combined efforts excellent well thanks for that color Ted and then for my second one I guess you know just maybe one on sort of the overall demand client budget environment and commercial I think Ted you did mention the increase in business confidence I think we've all kind of seen the last few months and So are you starting, you know, there's still a lot of uncertainty out there, but are you starting to see, you know, any initial signs of improving activity, more willingness to take meetings, anything like that? You know, nice acceleration in your bookings this quarter. Is it just too early to say, or are you actually starting to see any encouraging signs at this point?

Yeah, I'll let Rand take that one. Rand, do you want to take that?

Well, listen, I think we do. We look at a number of markers. We look at backlog. We look at our pipelines. We look at the bookings and where the bookings are coming. We look at the sectors, which Ted pointed out in the earnings call, where we're seeing sequential growth. We look at generally our activity levels and the flow of business, which maybe not has yet translated into revenue, but we can see the precursors for that. So that's what gives us confidence. And it's coming in certain sectors, as Ted mentioned. that we know are good bellwethers for IT spend, financial services, one of them. So does that give you a sense, Trevor, of the plethora of things we look at?

Yes. Thank you, Rand. That was helpful. I really appreciate it, guys. Thanks.

Thank you. Our next question comes from the line of Joseph Vaffey with Canaccord. Please proceed with your question.

everyone uh good afternoon um thanks for the questions and rand uh congrats um we're gonna miss you on these calls and shiv uh welcome on board as well um maybe we kind of i know we've been talking about financial services here for a bit maybe we drill down in a little bit and you know maybe it'd be interesting kind of at a high level i mean you're kind of talking about big banks You know, if we kind of rewind the clock to kind of the pre-normalized environment we were in, kind of where was, you know, big bank mix in, you know, that vertical versus where it is now, just trying to get a feel for, you know, kind of how much upside there is back to normalized level there, and then I'll have a follow-up. Thanks.

So, Joe, if you think that, obviously, when we got into, at the end of 22, as things began to decelerate, big tech was the first one down, financial services and big banks not too far thereafter, both positioning more defensively, obviously, for what they thought might be a recession in the economy. Tech, during the course of 2024, has returned. Now financial services and big banks look like they have bottomed out, and we're starting to see a little bit of a tick up here. It typically, of our commercial business, I don't have this in front of me, Rand, but it would have been 20% to 25% of the revenue mix about. Correct.

Yes, in the low 20s.

Right. And so it's obviously in the high teens right now of commercial, Joe, just to put it in perspective, and 15%, you know, of the total ASGN revenues. So maybe that gives you an order of magnitude.

Sure. That's very helpful. Thanks, Ted and Rand, on that. And then, secondly, kind of just looking at the business, you know, a little more broadly, obviously it's great to see the consulting bookings continue showing resilience. But kind of looking at the broader business, it kind of feels like maybe we should have seen some of the assignment business, which is a leading indicator, start to have a little more sequential strengths. Just wondering if you're seeing kind of a structural change in the market out there where, you know, maybe firms are going to be, your clients are going to maybe opt for more consulting revenue and not kind of lean on, you know, the assignment side of the business as much, you know, in this cycle versus others. Thanks a lot.

Yeah. Well, Joe, I mean, obviously we've talked about this a lot in prior cycles. It's been the IT staffing cycle. and the creative digital marketing staffing that's led us up here as there's been a return. The rep flow would tell you as it kind of built into the, you know, through the fourth quarter that the, I'll call it the need from clients is there, but there's a little bit of a lead lag to it. So we just haven't quite seen that yet. And then structurally, has something changed? I mean, I think we'll have to watch that and see. I don't know, Rand, I don't think that's our sense that anything structurally has changed, but obviously we're positioned for any kind of change. I mean, we're here to serve them both on the IT staffing and creative digital side and on the consulting side.

Yeah, and Ted, you may remind people that we typically see a fall off of business and revenue positions We go from Q4 to Q1 of about 4%, I think we've said many times in the past. So some of that is just people ending the first year, the previous year of work, and then you have to gear up and start the second year or the following year. So we're going through that lead-lag process right now. But I think, as you said, Ted, our rec flow is generally a positive in certain sectors, and so –

Yeah, and I think that's a good thing to point out broadly, you know, from if you went back and looked at last year, Q4 to Q1, if you look at this year, Q4 to Q1, something in the low to mid-single digits is a normal kind of seasonable, you know, reset from the fourth quarter into the first.

Sure, great. Thanks for that, Caller.

Thank you. Our next question comes from the line of Kevin McVey with UBS. Please proceed with your question.

Great. Thanks so much. And, Ren, thank you for your service and continued service. Hey, I wanted to, I guess, a couple quick questions just on the top block acquisition. And it's just kind of some quick math. I don't know. If the revenue is about $150 million, and I think you said they have 500 consultants Does that imply, you know, maybe a bill rate of about $150, $200 an hour? Is that a fair way to think about it in terms of what the bill rates go off at?

Look, that would be the math of it, Kevin. We're not going to disclose bill rates, and so not today or going forward, but obviously there's the math there that you could do, and you're probably in that range.

Okay. Thanks. And then I guess... With the acquisition and the leverage going on the balance sheet, does that impact the buyback at all going forward?

Well, look, I think we can. We obviously at today's size and scale don't have to exclusively follow one path. I mean, we'll be focused on deleveraging. I think, Marie, our leverage post-transaction is 2.4 times. 2.4 on a net basis. That's right. right? So it's modest based on where we've been historically. We've always said that when we're below two and a half, we can, you know, pursue whatever the next capital allocation activity is, whether that's repurchasing shares or it's an acquisition. So we've only got a couple quarters here of needed free cash flow to work into the D lever. So I would expect you'll see us pursue both, but it'll depend on you know, what's the best allocation of that next dollar capital.

Yeah, that's helpful. And I guess in terms of the federal business that you have, it sounds like if there was anything relative to expectations in the quarter that didn't come in, was it the license sales on the federal side? Is that right, Ted? And just remind us, what percentage of the federal business is licensed versus managed services versus consulting?

Yeah, so we don't release that number, Kevin, but the miss on revenues was solely, you know, that unexpected realization of the software licenses. It was specific to a client. It was $20 to $30 million of revenue. And so, obviously, we still delivered on the bottom line. That stuff carries very little margin to it. So, the Software license stuff can be a little whimsical, but that was the only thing behind the miss on the revenue side.

And again, was that a federal license?

Correct. There are licenses associated with some of our AI work, some of our cyber work, some of our other IT modernization work. the client determines when they're going to pull on those as needed. They're a part of the implementation, and then they're a part of the, obviously, the ongoing use of the system.

Understood. And again, not to, and this will be my last question, but there's a lot of questions, but has that had anything to do with some of the pause at the federal level?

No, not related.

And as Jeff probably mentioned, Ted, you should probably mention that sometimes the contracting officer prefers to go direct to the vendor for those licenses than going through some intermediary like us. And we see that maybe more of the trend than anything.

And what would determine that, Ran, whether they go direct or through you?

They could save a little bit of margin perhaps, you know, on the pass-through or It's really a question of how they want to buy and maybe who the different procuring agents are. It could be workload, internal workload. I mean, there are a lot of factors that probably play into how they make their decision. But I think to go back to the point, I don't think you can read into it. They've decided to go directly by the license instead of through us. That's what's happened in the recent, and I don't think that's a matter of any slowdown or anything else. It's just a different path for procurement.

Got it. Okay. Thank you.

Thank you. Our next question comes from the line of Toby Sommer with Truist Securities. Please proceed with your question.

Thank you. I was wondering if you could dig in and give us a little bit more color on your Fed-CIV exposure within the ECS government business. I know when we think about it from an activity basis, You do provide higher-end cloud, IT modernization, et cetera, but somebody was probably providing some of those services that are objectively efficiency-driving services at USAID, and everything's paused there. So could you give us a little more color and granularity on the civil side?

You know, probably the best way, Toby, to speak about it is – You know, there's not any client in that group that's more than kind of big single digits of revenue, and it's fairly dispersed. It really doesn't cover many, if any, of the regulatory agencies. You know, without getting into too much detail, I mean, I think obviously any of these agencies could be examined by DOGE. But I think we don't have a concentration of revenue, even in the 33% that we would call Fed civilian. And honestly, it's really only, you know, 10% of that, as I mentioned earlier, is commercial and fled. So really, you're down to about 23% of that. And so, you know, there's no concentration, and it's all higher-end IT modernization, cybersecurity, data, AI, cloud work. And While we don't know what we don't know, I think we're about as well positioned as you can be, you know, vis-a-vis the services there, the revenues.

Could you talk to us about the deal, how you, you know, came to know Top Block? Was it an auction process? And how did equity become a component of the value?

Sure. It was a firm that we had met and knew of a couple of years ago. Actually, at the same time, we were making our glide fast acquisition and we, at that time, prioritize ServiceNow, you know, is the very top of our list. But we've been watching this firm. We got reengaged with TopLock here in the last number of months, going back to the middle of last year. you know we've seen their progress you know obviously our list had been refined and polished and you know workday kind of stood up there with a couple other things at the top of the list it was a minority ownership by private equity and there are partners that had the majority of the ownership so still founders in the business And when we thought about the mix of proceeds and how to go about that, we felt like having a little mix of equity in there would be the right alignment, if you will, between that firm and us. And so it wasn't too much more than that.

Okay. One follow-up on the software licenses. Since there can be, I guess, variability in how the customers procure those, have you included software licenses in your guide? Is it at a lower level than would have been typical historically? Just anything you can give us there.

Yes and yes. There is a little bit in our guide. It's lower than it would historically be, and there's no bulk purchases in that number. It's fairly disparate.

Okay. So I'm curious from a big picture standpoint, Ted, the industry and the company, if it had three years of revenue decline, what actions have you taken strategically to be able to grow more quickly and sort of strengthen the organization once demand increases? And I'll put top block to the side for now because we've discussed that on the call already.

Yeah. Well, look, I mean, I think that TopLock is one example of things that we've done here, which is to really hone in on and build more strength and muscle in our solution set so that we are there and ready for what our customer needs today and in the future. So more so than ever, I think there's a strength in solution capabilities that lines up with what our customers need, even if the revenue isn't quite there today. That's the thing that I would say we've moved the furthest on, you know, over the last two to three years. I think the other thing is we're kind of honing in, and I put this with solution strength, but collaboration between our federal units and our commercial units, because there's some things in federal we do really well, and AI data and cybersecurity at the top of that list. And so I would say the biggest thing would be, you know, that just, you know, continuing to build that solution strength here. Rand, would you add anything else?

Well, I will because you had it in the remarks, Toby, if you don't mind. Our alliance relationships with the big technology players has gotten a lot stronger in the last two years where we have not just support to our technical strength or solution strength, but also lead flow strength. The second thing I've mentioned really comes first and foremost is we continue to stay focused on the right set of accounts, the right set of accounts within the segments of the marketplace we think are growing, and the productivity of our team, both in the client space as well as in our solutions and back office team. So we haven't missed a beat in terms of productivity, as you can see by our margins. We maintain, first and foremost, a focus on these accounts and stay with them so when they return to spend and need us, we're there. And then, yes, as Ted said, strengthening solutions, strengthening internal IT, and strengthening alliance relationships.

Last question for me. How did Creative Circle perform in the quarter? How did growth compare to the rest of the assignment business?

Yeah, I think still the cyber, I'd say the cyber coders, which is most of our firm placement and Creative Circle together, about 9% of the revenue mix now are down more than our IT offering. So think about that as kind of low to mid teens on that side. And that's been kind of consistent with where we were. So not much change there. Although I will say, Toby, in those areas, we are seeing some of the same good leading indicators within those two units that we're seeing overall in commercial IT areas that Ram mentioned earlier.

Thank you.

Thank you. And our next question comes from the line of Mark. Please proceed with your question.

Hey, good afternoon. Thanks for taking my questions. Rand, congratulations on the new position and really glad to hear that you're going to continue to be part of the organization. And hopefully you actually join the calls as well. And then welcome to Shiv. You've been doing a great job on the margins, you know, despite the challenging environment. much excess capacity do you currently have? And can you give us an update with regards to the internal headcount in terms of where it stands today relative to a year ago?

Well, look, Mark, our headcount is pretty steady right now. You know, it's down a little from where it was last year, but our capacity is there. I mean, and we're seeing it. I mean, look, you can see it here in the numbers. I mean, our bookings were up 23%, I think, sequentially from the third quarter to the fourth in commercial. They were up about 12% year over year. And our team still is able to absorb this and position ourselves to begin the work here as we get into the first quarter. And we're not seeing a capacity problem, if you will.

Great. And so I didn't think you'd have a problem. I just meant from the perspective of You know, if business really picks up, how much excess capacity do you have or are you going to need to add headcount if business picks up?

Well, look, obviously at some point we'll return to adding headcount. Today, like I said, we're pretty steady, but we've got capacity. And I think you'll, you know, again, the other thing that's going to happen here as we go, Mark, is you, you know, hopefully as the leading indicators show, if we begin to get a steady pickup here in commercial areas, You're going to see our EBITDA, our gross and EBITDA margins inflect up overall because of the mix of business where for the last few years, the commercial has been in a more of a decline and the federal, you know, comes at a slightly less margin. So you're seeing a business mix impact. You'll see that turnaround here, you know, as we go forward.

Great. And then you're not giving perfect guidance, but I'm just wondering, should we kind of expect the same level of decline in the government side for this first quarter? There's just so much uncertainty out there. I just wanted to see if there's a rough range that you could peg us down with regards to the government side.

I mean, look, I think we've given you our guide is perfect. is um based on everything we see today mark you know what could happen here in that marketplace i mean we're not aware of anything that's in our guide that's going to be problematic um but at the same time there's just still a lot moving moving around there so you know we've we've scrubbed our guide pretty hard uh to that then i couldn't bracket it for you because i don't think anybody knows what they know okay

And then Top Block, congrats on that. I've followed Workday since prior to the IPO, so I know them fairly well. In terms of Top Block specifically, do you know which exact sectors they're the most focused on with regards to implementations, and how much of the business do they have as kind of recurring versus purely implementations?

So, Mark, their market is across the same diverse industries that we serve, so that's a positive. The one place where they've done less, which obviously we have a position, is in the federal government. And as you know, following Workday like you do, that's a big initiative, if you will, inside of Workday as an end customer. The piece of the market they've served, I would say, are middle market up to the bottom half of the Fortune 1000. So call it Fortune 600 to 1000. So between that group of players and large middle market accounts, they've got quite a customer list. And then their revenue has a nice mix of implementation work. And then what I'll call post-production services that range from production support, helping to run various services. And so they have a nice recurring revenue stream beyond just the one-time implementation. And that work is growing for them quite nicely.

Great. And do you know if they're on both finance as well as HR or just primarily HR?

Finance plus HR, full suite.

Excellent. That should be a really nice compliment to what you're already doing with service now and position you well. I hate to ask this question, but just because it keeps coming up, it's the tariff question. How do we think about intersys you know, in your Mexican delivery center. Is that, how are you thinking about that just based on the chatter that's out there?

Well, based on what we know today and what we've seen in the past, those type of services are not subject, have not been subject to tariffs in the way that goods are. So on that front, that's a positive. That's just historic, right? If you think about the need for technical talent here for U.S.-based clients, obviously everyone wants to maintain a competitive position here and have access to that talent. So you've seen a little bit of conversation between big tech and the new administration to make sure that pathways stay open to offshore locations in order to continue to be able to access technical talent, not just here in the U.S., but all over the world. So that's a positive. But, you know, at the end, I'll say, you know, tariffs can have an indirect effect on all kinds of things. I mean, you could see costs rise in other parts of the world where there's a tariff implemented, but those are smaller, indirect things. And so I think for us, we feel good about it right now, but we have to keep watching, you know, where all this goes with the the policy and the new administration.

Super. Thank you.

Thank you. And we have reached the end of the question and answer session. I'd like to turn the floor back over to CEO Ted Hanson for a close remarks.

Great. Well, thank you, operator. I appreciate everybody's time and attention today for our fourth quarter earnings release, and we look forward to speaking with you again in April to discuss our first quarter of 2025.

Thank you and this concludes today's conference and you may disconnect your lines at this time. Thank you for your participation.