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spk05: Greetings and welcome to the HireQuest Incorporated third quarter 2023 earnings call. At this time all participants are on a listen only mode and a question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note, this conference is being recorded. I will now turn the conference over to your host, Mr. John Nesbitt of IMS Relations. Sir, you may begin.
spk04: Thank you. Good afternoon, everyone. I'd like to welcome everybody to the call. Hosting the call today are HireQuest Chief Executive Officer Rick Hermans, and Chief Financial Officer David Burnett. I'd like to take a moment to read the Safe Harbor Statement. This conference call contains forward-looking statements as defined within Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. These forward-looking statements in terms such as anticipate, expect, intend, may, will, should, and other comparable terms involve risks and uncertainties because they relate to events and dependent circumstances that will occur in the future. These statements include statements regarding the intent, belief, and current expectations of HireQuest and members of its management, as well as the assumptions in which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainty, including those described in HireQuest periodic reports filed with the SEC and that actual results may differ materially from those contemplated by such forward-looking statements. Except as required by federal securities law, HireQuest undertakes no obligation to update or revise forward-looking statements to reflect change conditions. I would now like to turn the call over to the Chief Executive Officer of HireQuest, Rick Hermans. Go ahead, Rick.
spk01: Thank you, everyone, for joining today's call. I'll begin by providing an overview of our financial and strategic highlights from the third quarter. And then I'll turn the call over to David, who will share more details around our third quarter results. The third quarter of 2023 was highlighted by increased revenue growth and healthy profitability, primarily related to our acquisition of MRI Network, which has driven increases in franchise royalties and underlying system-wide sales. Our total revenue in the third quarter grew 18.1% to $9.3 million, and franchise royalties increased 19.9%, to $8.9 million compared to $7.4 million in the prior year period. System-wide sales for the quarter increased to $151.2 million compared to $123.2 million in the third quarter of 2022. As mentioned, the majority of system-wide sales growth continues to be driven by our acquisition of MRI Network with additional increased contributions from our drive request and trade core offerings compared to the prior year period. This growth was offset by HireQuest Direct's relatively moderate year-over-year decline of just 5.4% and Snelling's decline of 17.2%. SG&A expenses in the third quarter were $6.4 million compared to $2.1 million in the prior year period. The increase was primarily related to increased costs associated with workers' compensation insurance as well as expenses to support increased system-wide sales from acquisitions and organic growth, particularly the MRI network. Excluding workers' compensation and impairment of notes receivable, SG&A expenses in the quarter grew 34.1% year-over-year and represented 49.5% of total revenue compared to 43.6% of total revenue in the third quarter of 2022. SG&A Excluding workers' compensation, an impairment of notes receivable has decreased for two consecutive quarters as a percentage of total revenue from 57.4% in Q1 of 2023 and 54.9% in Q2, as well as in absolute dollars. Workers' compensation has negatively impacted our results for the last few quarters, and in this third quarter, we recorded a $1.5 million expense which is a $2.8 million net increase from the $1.3 million benefit we recorded in Q3 of 2022. Prior periods also benefited from a workers' compensation reserve that we assumed from a 2021 acquisition, but the remaining liability there has remained relatively stable in 2023. Moving forward, we don't expect that liability to impact year-over-year comparisons as meaningfully as in recent quarters. Like we mentioned in the press release, there are a number of factors that have contributed to the increase in our workers' compensation expense, some in our control, some outside of it. On a more macro level, while medical costs have been rising in recent years, workers' compensation insurance rates have actually been declining. When combined with general wage inflation, it seems unlikely that the current relationship between workers' compensation benefits and premiums can be sustained. Also, as we've grown in recent years and added franchisees, specifically to our Snelling offering, the composition of our franchisees' clients and job types have shifted. We are working with our partners in this area to adjust our plan to better reflect our current business mix, as well as the overall market, in order to reduce the impact in the future. However, no meaningful improvement can be expected until the second quarter of next year. SG&A expenses have also grown to support the increased system-wide sales. During Q4 of 2022, we increased our operational footprint with the acquisition of MRI Network in additions to certain areas that support growth in our HigherQuest Direct, Snelling, and other temporary staffing offerings. When we announced the MRI Network acquisition, we said we would be carrying additional costs as we integrated its operations. and that integration was largely complete at the end of the third quarter, and we believe expenses for MRI Network are now in line with its current revenues. SG&A, excluding workers' compensation and impairment of notice receivable, was $4.6 million in this past quarter, a roughly $1 million reduction compared to Q1 of this year, which was the first full quarter after the acquisition. Professional recruiting and staffing has different support needs to our traditional temporary labor staffing, but we expect to be able to leverage what we have today to support future growth. I've said in previous quarters, M&A continues to be a key part of our growth strategy, and opportunities such as our pending acquisition of tech staffing services that we announced last month are part of why we have maintained operating staff levels over the past couple of quarters. TECS 10 offices throughout Northwest and Central Arkansas provide light, industrial, clerical, technical, and professional staffing services and generated over $34 million in revenue for the trailing 12-month period ended September 30th, 2023. TECS operations align well with our Snelling franchise offering and is a good example of our core acquisition strategy to acquire businesses and convert them to franchise operations. So in contrast to MRI network, we have the resources in place and the capacity to support the additional system-wide sales with little to no incremental expenses, thus restoring some of the operating leverage that the company has lost as a result of the current economic environment. With that, I'll pass it along to our CFO, David Burnett, who will provide a closer look at our third quarter results. David?
spk00: Thank you, Rick, and good afternoon, everyone. Thank you for joining us today. Expanding on some of the numbers Rick just mentioned, let's start with total revenue, which for the third quarter of 2023 was $9.3 million, compared to $9 million in the second quarter of 2023 and $7.8 million for the third quarter of 2022. The year-over-year increase of 18.1% is primarily due to the addition of MRI network. Our total revenue is made up of two components. Franchise royalties, which is our primary source of revenue. and service revenue, which is generated from certain services and interest charged to our franchisees. We did not report any revenue from company-owned operations, although on September 30, 2023, we owned one location classified as held for sale and reported below the line as discontinued operations. For continuing operations, franchise royalties for the third quarter were $8.9 million compared to $7.4 million for the same quarter last year. an increase of 19.9%. The MRI network accounted for 1.6 million of the increase in royalties for the third quarter, as royalties from pre-existing locations had a net decrease of approximately 119,000. Underlying the growth in royalties are system-wide sales, which are not part of our revenue but can serve as a key contextual performance indicator. System-wide sales reflect sales at all offices, including the location currently classified as discontinued. Systemwide sales for the third quarter of 2023 were $151.2 million compared to $123.2 million for the same period in 2022, an increase of 22.7%. Similar to the growth in royalties, growth in systemwide sales was driven by the addition of MRI network, which accounted for $39.3 million of the year-over-year increase for the third quarter. as combined sales from other locations decreased on a net basis by approximately $11.3 million. Service revenue, which is generated from interest charged to our franchisees on overdue accounts receivable, service fees, and other miscellaneous revenue, was $377,000 for the third quarter compared to $429,000 for the same quarter a year ago. Service revenue can fluctuate from quarter to quarter, based on a number of factors, including changes in system-wide sales, accounts receivable, insurance renewals, and similar dynamics. While there were many things in the quarter that we felt good about, including the 22.7% growth in our active customer system-wide sales and the 19.9% growth in our franchise royalty revenues, we also saw growth in our cost structure. Selling general and administrative expenses for the third quarter of 2023 were $6.4 million, compared to 2.1 million in the third quarter of 2022 and 5.6 million in the second quarter of 2023. As Rick referenced earlier, the increase was primarily driven by workers' compensation insurance. We had a $2.8 million swing in workers' compensation expense. For the third quarter in 2023, workers' compensation expense was approximately 1.5 million compared to a $1.3 million benefit in net workers' compensation expense in the third quarter of 2022. I will just echo Rick's remarks that the workers' compensation carriers have struggled with interest rates in a challenging labor market, all while medical costs are rising. We have identified key components of the rate disparity as it relates to our business, and we are addressing them. From past experience, we expect it will take a few more quarters until we see meaningful improvement. In the meantime, workers' compensation expense will likely remain elevated, but fluctuate quarter to quarter based on the mix of worker classifications, the level of payroll, and claims resolution. Beyond workers' compensation, the largest component of SG&A is employee compensation and benefits. Compensation and benefits for the third quarter of 2023 was $2.9 million versus $2.3 million in the prior year period, but below the $3.4 million in the second quarter of 2023. We initially absorbed significant personnel costs as we integrated MRI network into our operations. However, we are handling the integration in a disciplined manner and have made progress in controlling the impact of these costs. In addition to increased salaries and benefits, we have also incurred other MRI network SG&A expenses, including marketing, IT, insurance, professional fees, and similar costs. These are evident in our SG&A for the third quarter of 2023 and more so in the year-to-date results. These costs were substantially higher in the first and second quarters of 2023. The acquisition of MRI network came with sticky costs that reflect a slow and deliberate process. By the end of the third quarter, the incremental costs related to the MRI network have reached what would be an expected level based upon the current revenue volumes for executive recruiting services. The increased SG&A, particularly worker compensation, can be felt in income from operations, which is total revenue, less SG&A, depreciation, and amortization. Income from operations was $2.2 million in the third quarter of 2023 versus $5.2 million in the prior year period. Net income includes income from operations adjusted for miscellaneous items, interest, income taxes, and discontinued operations. All-in net income for the quarter was $1.5 million or $0.11 per diluted share compared to net income of $4.2 million or $0.31 per diluted share in the third quarter last year. Adjusted EBITDA in the third quarter of 2023 was $3.7 million compared to $6.5 million in the third quarter last year. We believe adjusted EBITDA is a relevant non-GAAP metric for us due to the size of non-cash operating expenses running through our P&L. A detailed reconciliation of adjusted EBITDA to net income is provided in our 10-Q, which was filed this afternoon. Moving on now to the balance sheet. Our current assets at September 30, 2023 were $56.2 million compared to $51.9 million at December 31, 2022. Current assets as of September 30, 2023 included $1.1 million of cash and $50.2 million of net accounts receivable, while current assets at December 31, 2022 included $3 million of cash and $45.3 million of net accounts receivable. Current assets exceed current liabilities by $19.1 million at September 30, 2023 versus year-end 2022 when working capital is $15.2 million. The increase in working capital is driven by the increase in accounts receivable following the acquisition of MRI Network, offset partially by a corresponding increase on the credit line. Current liabilities were 66% of current assets at September 30, 2023, versus 70.8% of current assets at December 31, 2022. At September 30, we had $14.4 million drawn on our credit facility and another $25.9 million in availability, assuming continued covenant compliance. We believe our credit facility provides us with flexibility and room for short-term working capital needs, as well as the capacity to capitalize on potential acquisitions, including the pending transaction that Rick mentioned earlier. We have paid a regular quarterly dividend since the third quarter of 2020. Continuing that pattern, we paid a $0.06 per common share dividend on September 15, 2023 to shareholders of record as of September 1st. We expect to continue to pay a dividend each quarter, subject to the Board's discretion. With that, I will turn the call back over to Rick for some closing comments.
spk01: Thank you. Thank you, David. Despite a challenging economic environment for our industry, I'm proud of our franchisees' performance and HireQuest's ability to generate continued profitability. We have a long-term view of our business, and looking out beyond the current economic environment and near-term increases in expenses, We believe that we are well positioned to continue our record of strong performance as a leading provider of temporary workforce hiring and professional recruiting solutions. As always, I'd like to thank our employees for their hard work and dedication this quarter. And as CEO of HireQuest, I look forward to continuing to drive operational success and value for our shareholders. With that, we can now open the line to questions. Thank you.
spk05: At this time, we will be conducting our 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 if you would like to remove your question from the queue. And for participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we poll for questions. Thank you. Our first question is coming from Mike Baker with DA Davidson. Sir, your line is live.
spk02: Okay, hey, so good job, you know, on the top line and controlling what you can control. I guess maybe to me at least the obvious question is the workman's comp. You gave some color on expecting that to continue, but I guess, you know, when you say continue to be elevated, And I know it's hard to estimate, but do we think continue to be elevated at the same level, i.e. $1.5 million a quarter? And then I guess the second part of that question is, how do we think about the other costs, the $4.6 million excluding workers' comp and the impairment? Is that sort of a reasonable run rate going forward now that you've worked through the MRI integration? Or does that come down, in other words, how much of the MRI integration is still in that 4.6 million for this quarter.
spk01: Hey, Mike. So thanks for that question. Let me say there are two very, very important questions in there. And I guess I'll really just to back it out even further is, you know, clearly the quarter was impacted by three main factors, one obviously being the workers' comp. And so part of the reason why we are saying for example, no meaningful improvement will occur until basically Q2 of 2024 is because our renewal is March 1st for our workers' comp program. So some of the things that we've identified that we need to change, like I said, we're locked into our policy until March 1st. The But the other things are, as far as from an elevated standpoint, our – some of them are a little bit – some of them – how can I put this? We're not – the reality is – and it maybe was put in a little bit – it was put in subtly. But basically, obviously, you have medical inflation that's taking place. You have wage inflation, and yet – you have workers' comp rates that have dropped. Now, part of it, we suspect and we think that workers' comp rates can't keep going down at a time when the costs of workers' comp generally, the components obviously being indemnity benefits, which are tied to higher wages, and medical costs, which of course are subject to a lot of medical inflation. So Frankly, it's hard for me to imagine that rates won't go back up, and to the extent that rates go back up, it assists us in that. In that area, we have literally no control. One of the other factors that has happened to us over time is we've drifted from a far more heavy concentration in construction to to one that's more industrial and warehouse and professional and clerical and you know this is one of the areas where we'll definitely be working with our carriers you know we're not comfortable that you know that we've been given credit on our fixed cost sufficient for the fact that our claims or that our that our payroll has moved more towards basically less risky work. And so, you know, we're going to definitely work with them on bringing that fixed cost component down as well, just based on our sort of general risk, you know, risk profile. That said, the last year, our actual losses, you know, have not been, you know, has really been, relatively speaking, worse than, let's say, the last 30 years. Not massively. I'm not suggesting that that's part of it, but it was a relatively bad year. Of course, that hurts us in our argument with the carrier that they need to reduce their base fee, but the net result is we have had a bit more of a trend towards higher overall claims. And I would add that, for example, because they're a pretty good comparison for us, is True Blue, for example, I know booked a big reserve adjustment as well for their workers' comp, which would just simply say that they're experiencing what we're experiencing, which then I go back to the first point of it's hard to imagine workers' comp rates generally continuing to go down at a time when claims are going up. Now, that said, so year to date, we're something like $4.4 million behind the prior year comparison. How much do we start recovering in 2024? I don't think we'll recover all of it. So I want to make sure everybody understands. I'm not just trying to paint a happy face a happy face on something. That said, I do think that we will make meaningful progress on, you know, on bringing that back to a more normal level. So your question as far as like, do I expect it to be a million and a half a quarter? No, I don't expect it to be a million and a half a quarter of cost. You know, but whereas, you know, for the prior three years, it had been a benefit. I'm not expecting that either. As far as the other SG&A expenses, as was stated in the presentation, by the end of September, we have pretty much eliminated most, I'll say extraneous expenses that were sort of planned as we integrated MRI network. And so, you know, there will still be a bit of an improvement on that in Q4 simply because there were certain expenses that did in fact linger into Q3, but Q3 did not contain nearly as much as let's say Q1 and Q2. So it's not going to be, you know, it'll be a relatively minor improvement. What I want to be really clear on, and sometimes it becomes a really difficult concept sort of to explain or to at least see directly, is, you know, obviously we added... you know, a fairly significant amount of employees and expenses for the MRI network acquisition. And professional recruiting support is different than, not completely different, but is, you know, but is, you know, is somewhat distinct from, let's say, the services that we provide to our Snelling and Higher Quest Direct franchises. And so it's not like you can just sort of integrate them all together and say, okay, our, you know, system wide sales are, you know, are just X plus Y and we just can run at the same rates. It's not that way. We have separate individuals that obviously support each division. So here's where that's important. And this is where it bears into the future. And it, and it, and it, you know, it bears, you know, a great deal of understanding or, you know, it bears to understand it in order to understand our, Q3 results and sort of what's sort of going forward. So, you know, I don't want anybody to go away thinking, well, MRI network acquisition was a disaster. It's, it's not the case. It's, it's been, um, it is, it's been profitable for us and, um, given elevated interest rates, even if you allocate all of our interest expense to the acquisition, you know, it is still, you know, uh, cashflow positive and how we generally buy companies, uh, the multiple of EBITDA that we look to buy companies at, it's still squarely in the middle of it. Now it's not quite the home run we had hoped to hit because, um, you know, obviously it has been a challenging, uh, economic environment, but I just don't want people to go away thinking, yes, your, you know, your SG&A is up in an absolute sense, which it is, um, the, you know, MRI network is comfortably profitable. Now, the reality is, is that if you recall in Q1, our system-wide sales and our revenues were excluding MRI, were roughly flat with the prior year. And it was basically at the end of March that we started seeing a, you know, I would call it a noticeable increase you know, a noticeable decline in our system-wide sales in, in higher quest direct, but more specifically or more noticeably in the snelling on the snelling side. And that continued into Q2, you know, Q3, Q3 probably even deteriorated a little bit more than Q2, but it's fairly, I would say that it's fairly stable. Um, you know, fairly stable, but obviously at lower levels. So to the extent that our SG&A expenses are higher on a relative basis, it's because of the operating leverage that we lost in the, you know, basically on the selling and higher quest direct side. And obviously that goes to part of what is important about the The tech acquisition is that, in reality, we'll be able to add that $34 million of system-wide sales on. Well, we didn't, you know, we have basically the same perm staff, you know, right now than what we had, let's say, in April of this year because we spent two years hanging on for dear life trying to keep our good staff And we knew already in May, you know, we probably engaged with tech already back in May, along with a few other, you know, along with a few other prospective acquisitions. So, you know, we were expecting to be able to recover our operating leverage. And so anyway, going forward, you know, to the extent that we're tracking, you know, back to sort of, where is our SG&A relative to what it was in the past, we absolutely expect by Q1, assuming no major changes in the economy or no other major acquisitions, is that we should be sort of back at a level of SG&A relative to our revenue, excluding workers' comp, also keeping that thrown out. But by Q1, we will be at normal levels in Q1. I hope that answers your question. I know that was a really, really, really long answer.
spk02: Yeah, no, no, no. It absolutely did. One really quick follow-up to that last thing you just said. by 1Q24 excluding work with comp, SG&A, back to normal levels. What's a normal level? Is that that, I think you said, around 54% of royalties or just ballpark?
spk01: No, we shoot for less. Look, we shoot for less than that. I mean, I would certainly target less than 50%. That's really more what we're targeting. Now, again, Obviously, when we – it's kind of an interesting thing. When we bought MRI at the end of 2022, and they had done around $260, $270 million worth of system-wide sales. And, of course, we had done it. We were on target to do $450, something like that. So, you know, obviously, and we knew due to some franchise terminations in the MRI network, we weren't we were never going to hit that 270 figure. But we knew, you know, but but obviously, you know, professional recruiting has been hit heavier than staffing, you know, but, you know, net you'd sit there and say, well, gosh, we should we should. It would have been fair to think that we would have been pushing 700 million assistive wide sales. Obviously, you just have to look at the numbers. We're not even close to that. And so, you know, we have lost, you know, a good amount of, you know, of operating leverage. And, you know, really the relative declines in MRI have been worse. But I go back to we are still making, you know, we are still hitting our targets, you know, at least our original assumptions for EBITDA within MRI network. And so... we do expect to get back to where we are, sort of excluding the workers' comp part. That's a bit more of a wild card. And again, I'm not going to sugarcoat it. It is something that will dog us for at least six months. And it may well be a year and a half to two years before it goes back to what I would call normal. And there may be a new normal because I'm not the CEO of Chubb. I'm not the CEO of AIG, so I don't control workers' comp rates.
spk02: Yep, yep, okay. Understood. So, yep, got the message there. I guess let me ask you one other one, and this is sort of the offset, is the tech acquisition. Where are you in terms of – I think – so those are company-owned offices. I think the plan is to re-franchise those, and in some respects that helps pay for – you know, maybe not all of the acquisition, but a lot of it. Where are you in terms of the re-franchising process for those tenants?
spk01: I'm glad you asked that question. So we've had staff out in Arkansas the last couple weeks. I myself was out there. And like I said, our senior management has been out there. And so I would just say that we are in very, very advanced – you know, at a very advanced stage to have all of them converted. We're trying absolutely as hard as we can that when we, you know, we have an anticipated close of November 27th, and it is our goal, and I think it's a reasonable goal. I certainly cannot make a promise, but if, you know, but we are well on our way to hitting our goal of having them all re-franchised or all franchised on November 27th. And if they're not, we're still far enough along that, you know what I'm saying, it wouldn't be long thereafter.
spk02: Yeah, makes sense. Okay, appreciate that. Yeah, sounds like a great acquisition. All right, thanks a lot.
spk00: You betcha.
spk05: Thank you. Once again, ladies and gentlemen, if you have any questions, please press star 1 on your telephone keypad. Our next question is coming from Kevin Steinke with Barrington Research.
spk03: Good afternoon, Rick and David. I wanted to start off by asking about just the overall tone of the demand environment and The economy as you see it, do you think it's been kind of stable since, you know, you reported second quarter three months ago? Has it worsened a bit? I think you mentioned maybe Snelling decelerated a bit more in the third quarter, but just kind of maybe your general overall read on where the demand environment stands today relative to a few months ago.
spk01: Yeah, Kevin, thanks for the question. I think that, you know, from an aggregate standpoint, we probably by June had hit from a comparative standpoint, you know, we've leveled off. Right. So that so, you know, you would just have to say, well, OK, we've you know, I'm saying we've we've found our level, so to speak, in demand, which is certainly off. from the prior year. It is still absolutely true what I said really the last couple of quarters is it is very, you know, where it is weakest is definitely, you know, it's not uniform at all. And I think, in fact, maybe the best way of looking at it is construction has held up significantly better than Logistics and warehousing. There's no question about that. And so, you know, while, you know, while I'm sure there are a lot more factors at play than, let's say, than what we might see, you know, I would probably argue that the sort of the weakness you see in e-commerce is probably what is affecting, let's say, Snelling more. Whereas, again, our construction remains uh, significantly, um, you know, significantly stronger than, you know, relatively speaking than, um, our logistics, our offices that are more focused on logistics, the, and that tends to be geographical as well. And that's why, so for example, our question direct has remained stronger while it's also more heavily centered in Texas, Tennessee, Georgia, and Florida. which now the question is, is it just because the economies are better in those states or is it because we're more heavily towards construction? It's probably a bit of both. Whereas Illinois, Washington, a couple of other states that are probably more tied to distribution and logistics have been definitely more of a challenge. and I would go back to probably ties back to sort of, you know, people ready and true blue again was down. I think they reported they were down like 19% or something. Well, they tend to be more heavily concentrated West coast, more heavily concentrated warehouse and logistics than what we are. And that probably explains a lot of the, you know, sort of the relative difference between let's say our relative performances in the, in the third quarter is we're just, you know, geographically, we're in a better spot. And, you know, and again, our business mix is in an area that's more, you know, is more stronger. Now, the, and I said this in the last quarterly call, and I'll say the same thing is, you know, interest rates are of great concern to us, not because of what we pay particularly, not that I like to pay any more interest than we need to, but more importantly, because of, you know, how it impacts real estate projects going forward, you know, to the extent that we have a lot of business going on with, you know, in the construction industry, clearly it's important to us that those projects, you know, that new projects continue to be approved and funded to follow the projects that are being worked on, on now. And, you know, the, I will say one thing, and I really kind of meant to say this earlier. We've also, I'm sort of happy to say that our Trade Corps division, historically, Higher Quest has really never done much as far as targeting skilled construction labor. And in the very last days of 2022, we've spun up a division called Trade Corps and And we are, I'm happy to say that in nine months we've, you know, it's making significant, I shouldn't say significant, I guess it's significant, it's not 10% of our sales or anything, but I mean, it is doing nicely. It's setting up to be hopefully meaningful in the future. And, you know, it's one of the ways, you know, for anybody who's even, you know, sort of investors, It's like, look, we're not a one-trick pony. We're not out there just, let's just go buy, buy, buy, buy, buy. It's not what we're trying to do also. We still want to grow organically, and skilled trades is one of those areas that we perceive, first of all, due to demographic reasons. Trades people are going to be harder and harder to find, and so we're trying to position ourself gobsmacked in the center of that field. And like I said, we're very happy with our progress. But I want, again, investors to understand as well, we're not just out looking to buy people, we're also looking to grow internally as well. And Trade Corps is a good example of that.
spk03: Okay, that's very helpful. Just talking again about the pending acquisition of tech, wondering if you could provide any background or color on how that deal came about and is that a business that maybe was a little more financially stressed with the downturn in the economy or You know, how healthy were they? Are they just trying to get a sense as to, you know, how that plays into the pipeline and... Yeah, so it was not, you know, tech was not a distressed company at all.
spk01: The owner-seller, you know, is... but as somebody who, you know, he's been in the business for 40 some odd years. And so, you know, you know, his was just clearly a retirement strategy. And so, so he is a pretty advanced age. So it was completely related to that. That said, you know, we're buying it, going in, the $34 million that we put out there as what the TTM sales are, that's probably 15% to 18% off what it was, what the TTM would have been, let's just say, in January of 23. So the good news is the decline in sales has been you know, sort of already absorbed within that. So that's a good thing. And from, from that perspective, it is a, you know, as far as how it was came about, it, you know, it's just basically our VP of corporate development, David Hartley, just out there sourcing deals. We're always out there sourcing deals. And so it was one of, you know, 10 different ones that we were looking at, let's say in April, May. And fortunately we were able to come to a, you know, come to a deal. It's, it's a very nice deal for us in so far as it's very typical of the types of people that we place historically. So there's no, you know, it's right down the fairway and maybe, For us, what I like about the deal as well is geographically, it strengthens our presence in the state of Arkansas. We've had a presence there, but it really fleshes it out. And we're hopeful that some of the national accounts that we have are going to be able to be We're going to be able to access those in Arkansas where tech hadn't in the past. And so we're very, you know, we're very bullish on it. You know, we're very bullish on it.
spk03: Okay, that's all great, Collar. Appreciate that. And thanks for taking the questions. I'll turn it back over.
spk05: Thank you. We have no further questions in the queue at this time, so I will hand it back over to management for their closing remarks.
spk01: I want to thank everybody who has joined us. I realize that sort of the top line, at least if you count earnings, is kind of the top line are less than what we would have hoped. Hopefully, if you listen carefully to what's being said number one, it comports with really what I've said for the last few years, which is an expansion, even if it means that we leave one out of three open positions unfilled is better than a recession or better than a stressed economy. And so what you're seeing is really what started in Q1 but has especially become apparent in Q2 and Q3 is we are absolutely subject to the cyclicality of the economy. And the fundamentals of what we do haven't necessarily changed outside of the workers' comp, which, like I said, we... We believe that we will be able to rectify a significant portion of that. Again, not promising that some of that may not be a little bit of an impairment, but it's not. You know, we certainly do not expect any more quarters like we did this past quarter. We think that we will be definitely, you know, we're making progress towards sort of rectifying you know, at least the bulk of those negative comparisons. So, again, I want to thank our franchisees. I want to thank our employees. And I want to thank our investors and look forward to a great fourth quarter. Thank you.
spk05: Thank you, ladies and gentlemen. This concludes today's conference. And you may disconnect your lines at this time. And we thank you for your participation.
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