asgn-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, 2026


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

Commission file number: 001-35636

Everforth, Inc.

(Exact name of registrant as specified in its charter)

Delaware

95-4023433

(State or other jurisdiction of incorporation or organization)

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

4400 Cox Road, Suite 110, Glen Allen, Virginia

23060

(Address of Principal Executive Offices)

(Zip Code)

(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

EFOR

NYSE

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

☐ Yes ☒ No

At July 24, 2026, the total number of outstanding shares of the Common Stock of Everforth, Inc. (the "Company") ($0.01 par value) was 41.0 million.

EVERFORTH, INC. AND SUBSIDIARIES

INDEX


PART I — FINANCIAL INFORMATION

Item 1 — Condensed Consolidated Financial Statements (Unaudited)			3

Condensed Consolidated Balance Sheets			3

Condensed Consolidated Statements of Operations and Comprehensive Income			4

Condensed Consolidated Statements of Stockholders’ Equity			5

Condensed Consolidated Statements of Cash Flows			6

Notes to Condensed Consolidated Financial Statements			7

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

Item 3 — Quantitative and Qualitative Disclosures about Market Risk			18

Item 4 — Controls and Procedures			18

PART II — OTHER INFORMATION

Item 1 — Legal Proceedings			19

Item 1A — Risk Factors			19

Item 2 — Unregistered Sales of E quity Securities and Use of Proceeds			19

Item 3 — Defaults Upon Senior Securities			19

Item 4 — Mine Safety Disclosures			19

Item 5 — Other Information			19

Item 6 — Exhibits			20

Signatures			21

PART I — FINANCIAL INFORMATION

Item 1 — Condensed Consolidated Financial Statements (Unaudited)

EVERFORTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except share data)


	June 30, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	152.9	$	161.2
Accounts receivable, net	766.3		674.4

Other current assets	68.4		80.6
Total current assets	987.6		916.2
Property and equipment, net	79.0		84.5

Identifiable intangible assets, net	595.6		453.8
Goodwill	2,280.4		2,143.2
Other non-current assets	80.9		79.6
Total assets	$	4,023.5	$	3,677.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	69.5	$	47.2
Accrued payroll	251.1		231.4


Other current liabilities	143.8		145.7
Total current liabilities	464.4		424.3
Long-term debt	1,438.1		1,169.4

Deferred income tax liabilities	275.1		237.3
Other long-term liabilities	40.8		42.3
Total liabilities	2,218.4		1,873.3
Commitments and contingencies (Note 6)
Stockholders’ equity:
Preferred stock, $0.01 par value; 1.0 million shares authorized; no shares issued	—		—
Common stock, $0.01 par value; 75.0 million shares authorized; 40.9 million and 41.7 million shares outstanding at June 30, 2026 and December 31, 2025, respectively.	0.4		0.4
Paid-in capital	725.6		713.5
Retained earnings	1,082.2		1,091.7
Accumulated other comprehensive loss	(3.1)		(1.6)
Total stockholders’ equity	1,805.1		1,804.0
Total liabilities and stockholders’ equity	$	4,023.5	$	3,677.3

See notes to condensed consolidated financial statements.

EVERFORTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)

(in millions, except per share data)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2026		2025		2026		2025
Revenues	$	1,007.0	$	1,020.6	$	1,975.3	$	1,988.9
Costs of services	722.4		727.3		1,424.1		1,420.2
Gross profit	284.6		293.3		551.2		568.7
Selling, general, and administrative expenses	226.2		216.8		450.6		431.3
Amortization of intangible assets	17.3		16.9		31.8		31.2
Operating income	41.1		59.6		68.8		106.2
Interest expense, net	(20.4)		(18.2)		(37.5)		(33.6)
Income before income taxes	20.7		41.4		31.3		72.6
Provision for income taxes	6.5		12.1		11.6		22.4



Net income	$	14.2	$	29.3	$	19.7	$	50.2

Earnings per share:
Basic	$	0.35	$	0.67	$	0.48	$	1.15



Diluted	$	0.35	$	0.67	$	0.48	$	1.14




Shares and share equivalents used to calculate earnings per share:
Basic	41.0		43.8		41.2		43.8
Diluted	41.0		44.0		41.2		44.0

Reconciliation of net income to comprehensive income:
Net income	$	14.2	$	29.3	$	19.7	$	50.2
Foreign currency translation adjustment	(0.8)		2.6		(1.5)		3.4
Comprehensive income	$	13.4	$	31.9	$	18.2	$	53.6

See notes to condensed consolidated financial statements.

EVERFORTH, INC. 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 June 30, 2026
Balance at March 31, 2026	41.3	$	0.4	$	718.2	$	1,072.9	$	(2.3)	$	1,789.2
Stock-based compensation expense	—	—		14.6		—		—		14.6

Tax withholding on restricted stock vesting	—	—		(0.4)		—		—		(0.4)
Stock repurchase and retirement of shares	(0.4)	—		(6.8)		(4.9)		—		(11.7)
Other	—	—		—		—		(0.8)		(0.8)
Net income	—	—		—		14.2		—		14.2
Balance at June 30, 2026	40.9	$	0.4	$	725.6	$	1,082.2	$	(3.1)	$	1,805.1

Three Months Ended June 30, 2025
Balance at March 31, 2025	43.9	$	0.4	$	719.0	$	1,078.1	$	(4.2)	$	1,793.3
Stock-based compensation expense	—	—		11.9		—		—		11.9

Tax withholding on restricted stock vesting	—	—		(1.2)		—		—		(1.2)
Stock repurchase and retirement of shares	(0.1)	—		(2.6)		(6.5)		—		(9.1)
Other	—	—		—		—		2.6		2.6
Net income	—	—		—		29.3		—		29.3
Balance at June 30, 2025	43.8	$	0.4	$	727.1	$	1,100.9	$	(1.6)	$	1,826.8



	Common Stock			Paid-in Capital		Retained Earnings		Other		Total
	Shares	Par Value
Six Months Ended June 30, 2026
Balance at December 31, 2025	41.7	$	0.4	$	713.5	$	1,091.7	$	(1.6)	$	1,804.0
Stock-based compensation expense	—	—		29.7		—		—		29.7
Issuances under equity plans	0.4	—		6.9		—		—		6.9
Tax withholding on restricted stock vesting	—	—		(3.8)		—		—		(3.8)
Stock repurchase and retirement of shares	(1.2)	—		(20.7)		(29.2)		—		(49.9)
Other	—	—		—		—		(1.5)		(1.5)
Net income	—	—		—		19.7		—		19.7
Balance at June 30, 2026	40.9	$	0.4	$	725.6	$	1,082.2	$	(3.1)	$	1,805.1

Six Months Ended June 30, 2025
Balance at December 31, 2024	43.8	$	0.4	$	684.2	$	1,097.1	$	(5.0)	$	1,776.7
Stock-based compensation expense	—	—		25.7		—		—		25.7
Issuances under equity plans	0.2	—		8.7		—		—		8.7
Tax withholding on restricted stock vesting	—	—		(7.0)		—		—		(7.0)
Stock repurchase and retirement of shares	(0.7)	—		(13.2)		(46.4)		—		(59.6)
Acquisition	0.5	—		28.7		—		—		28.7
Other	—	—		—		—		3.4		3.4
Net income	—	—		—		50.2		—		50.2
Balance at June 30, 2025	43.8	$	0.4	$	727.1	$	1,100.9	$	(1.6)	$	1,826.8

See notes to condensed consolidated financial statements.

EVERFORTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)


	Six Months Ended
	June 30,
	2026		2025
Cash Flows from Operating Activities
Net income	$	19.7	$	50.2
Adjustments to reconcile net income to net cash provided by operating activities:

Amortization and depreciation	59.2		54.3
Stock-based compensation	29.7		25.7

Other	3.8		7.3
Changes in operating assets and liabilities:
Accounts receivable	(72.3)		(18.0)
Prepaid expenses and income taxes	(0.3)		(4.6)
Accounts payable	18.9		4.6
Accrued payroll	14.3		23.7
Income taxes payable	2.1		11.7
Other	(4.4)		(13.2)
Net cash provided by operating activities	70.7		141.7
Cash Flows from Investing Activities
Cash paid for property and equipment	(15.3)		(19.3)
Cash paid for acquisitions, net of cash acquired	(283.6)		(306.1)

Net cash used in investing activities	(298.9)		(325.4)
Cash Flows from Financing Activities
Proceeds from long-term debt	370.0		265.0
Principal payments of long-term debt	(100.8)		(87.5)

Proceeds from employee stock purchase plan	6.9		8.7
Repurchase of common stock	(50.5)		(59.9)
Payment of employment taxes related to release of restricted stock awards	(3.8)		(7.0)
Other	(1.5)		(3.0)


Net cash provided by financing activities	220.3		116.3
Effect of exchange rate changes on cash and cash equivalents	(0.4)		1.1
Net Decrease in Cash and Cash Equivalents	(8.3)		(66.3)

Cash and Cash Equivalents at Beginning of Year	161.2		205.2
Cash and Cash Equivalents at End of Period	$	152.9	$	138.9


Supplemental Disclosure of Cash Flow Information
Cash paid for —
Income taxes, net of refunds received	$	—	$	5.0
Interest	$	36.4	$	33.5
Operating leases	$	12.7	$	12.4
Noncash transactions —



Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	7.2	$	12.4

See notes to condensed consolidated financial statements.

EVERFORTH, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. General

Business Description — On April 24, 2026, the Company changed its name to Everforth, Inc. from ASGN Incorporated. Everforth, Inc. and its subsidiaries ("Everforth" or the "Company") is a technology and digital engineering company that helps organizations adapt, innovate, and thrive in a world of constant change. The Company's six solution areas - AI and data, cloud and infrastructure, application and digital engineering, experience, cybersecurity, and enterprise platforms – accelerate time to value for our commercial and federal clients. Everforth provides these solutions across two segments (see Note 9. Segment Reporting). The Commercial Segment, which is the largest segment, provides IT solutions to Fortune 1000 and large mid-market clients across five industries: (i) Consumer and Industrial, (ii) Technology, Media, and Telecom ("TMT"), (iii) Financial Services, (iv) Healthcare, and (v) Business Services. The Federal Government Segment provides advanced IT solutions to the following four customer types: (i) Defense and Intelligence, (ii) National Security, (iii) Federal Civilian, and (iv) Other clients.

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, 2025 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 Everforth 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, 2025 ("2025 10-K").

2. Balance Sheet Details

The table below presents selected balance sheet account balances (in millions):


	June 30, 2026		December 31, 2025
Other current assets:
Prepaid expenses and income taxes	$	48.6	$	46.9
Deferred compensation plan assets	—		19.1
Other	19.8		14.6
	$	68.4	$	80.6

Other non-current assets:
Operating lease right-of-use assets	$	54.6	$	58.0
Other	26.3		21.6
	$	80.9	$	79.6

Other current liabilities:

Operating lease liabilities	$	20.9	$	21.0
Contract liabilities	41.6		26.2
Deferred compensation plan liabilities	2.9		19.1
Income taxes payable	4.3		2.1
Other	74.1		77.3
	$	143.8	$	145.7

Other long-term liabilities:
Operating lease liabilities	$	37.6	$	41.5
Other	3.2		0.8
	$	40.8	$	42.3

In the second quarter of 2025, the Company terminated its deferred compensation plan ("DCP"). In the second quarter of 2026, the majority of the participant asset accounts were distributed to participants. The remaining $2.9 million was distributed in July 2026.

3. Acquisition

In March 2026, the Company acquired Quinnox Inc. (“Quinnox”), an agile, results-driven digital solutions provider, for $290.0 million in cash. Quinnox is part of the Commercial Segment and its results of operations are included in the consolidated results of the Company from the date of its acquisition. The purchase accounting for this acquisition remains incomplete with respect to the provisional fair value of assets acquired and liabilities assumed, as management continues to gather and evaluate information about circumstances that existed as of the acquisition date. Measurement period adjustments will be recognized prospectively within 12 months from the date of acquisition. The preliminary fair value of the identifiable intangible asset and goodwill related to this acquisition is as follows (in millions):


	Estimated Useful Life in Years
Customer relationships	13	$	173.6
Goodwill	—	$	137.4

__________

None of the Quinnox goodwill is tax-deductible.

4 Goodwill and Identifiable Intangible Assets

Goodwill by reportable segment is as follows (in millions):


	Commercial		Federal Government		Total
Balance as of December 31, 2024	$	1,074.8	$	818.3	$	1,893.1

Acquisition of TopBloc	248.7		—		248.7
Translation adjustment	1.4		—		1.4
Balance as of December 31, 2025	1,324.9		818.3		2,143.2
Acquisition of Quinnox	137.4		—		137.4

Translation adjustment	(0.2)		—		(0.2)


Balance at June 30, 2026	$	1,462.1	$	818.3	$	2,280.4

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

June 30, 2026

December 31, 2025

Estimated Useful Life in Years

Gross Carrying Amount