Hudson Global, Inc.

Good morning and welcome to the Hudson Global Conference Call for the second quarter of 2025. Our call today will be led by Chief Executive Officer Jeff Eberwein, Chief Financial Officer Matt Diamond, and Global CEO of Hudson RPO Jake Zapkowitz. Please be advised that the statements made during the presentation include forward-looking statements under applicable securities laws. Such forward-looking statements involve certain risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These risks are discussed in our Form 8K filed earlier today and in our other filings made with the Securities and Exchange Commission, including our quarterly report on Form 10Q. The company disclaims any obligation to update any forward-looking statements. During the course of this conference call, references will be made to non-GAAP terms, such as constant currency, adjusted EBITDA, and adjusted earnings per diluted share. Reconciliations for these measures are included in our earnings release and quarterly slides, both posted on our website HudsonRPO.com. I encourage you to access our earnings materials at this time, as they will serve as a helpful reference guide during our call. Please note this conference is being recorded. I will now turn the call over to Jeff Eberwein. Go ahead, please.

Thank you, Operator, and welcome everyone. We thank you for your interest in Hudson Global and for joining us today. I'll start by reviewing our second quarter 2025 results, then Matt Diamond, our CFO, will provide some additional details on our financials. Lastly, Jake Zabkiewicz, Global CEO of our RPO business, will provide an update on that business. For the second quarter of 2025, we reported revenue of $35.5 million, down slightly -over-year in constant currency, while adjusted net revenue of $18.6 million, increased by .1% -over-year in constant currency. Our adjusted EBITDA for the second quarter was $1.3 million, improving from adjusted EBITDA of $0.7 million a year ago. In addition, we reported a net loss of $0.7 million or $0.23 per diluted share versus a net loss of $0.4 million or $0.15 per diluted share in the same period last year. On an adjusted basis, Q2 2025 adjusted net income per share was $0.12 compared to net income of $0.04 in the second quarter of last year. Importantly, Q2 2025 marks the third consecutive quarter of -over-year growth in adjusted net revenue and adjusted EBITDA, which makes us believe that business has turned the corner. Growth was stronger in Q2 than this year's first quarter, and we expect this trend to continue through the end of the year and into 2026. While the macro environment for talent remains mixed, we see plenty of opportunities ahead and we continue to make investments in our business to better support our clients' needs and streamline operations. Altogether, in the first half of 2025, we invested approximately $1.4 million in sales, marketing, and technology above maintenance levels to enhance future growth. Our growth strategy remains focused on organic expansion, targeted bolt-on acquisitions, and cross-regional service integration initiatives designed to broaden our client base, extend our geographic footprint, and unlock additional value for our clients. Now I'll turn the call over to Matt Diamond to review our financial results by region, as well as some additional financial details from the second quarter.

Thank you, Jeff, and good morning, everyone. Q2 2025 revenue for our Americas business increased 2%, and adjusted net revenue decreased 1% -over-year in constant currency. We reported Q2 2025 adjusted EBITDA of 0.7 million compared to last year's adjusted EBITDA of 0.6 million. Q2 2025 revenue for our Asia Pacific business decreased 3%, while adjusted net revenue increased 17% -over-year in constant currency. This is largely due to a shift in revenue mix, with temporary contracting work comprising a lower share of revenue in the quarter. In Q2 2025, we reported adjusted EBITDA of 1.9 million, up from adjusted EBITDA of 0.8 million a year ago. Q2 2025 revenue for our AMIA business increased 6% versus the prior year in constant currency, while adjusted net revenue decreased 9%. Our Q2 2025 adjusted EBITDA loss was 0.4 million compared to adjusted EBITDA of 0.3 million in the second quarter of 2024. Turning to some additional financial details for the quarter. Overall, day sales outstanding was 56 days at June 30, 2025, unchanged versus DSO at March 31, 2025. The company had an inflow of 0.1 million in cash flow from operations during the second quarter of 2025, compared to 4.3 million of an outflow from operations in the second quarter of 2024. We ended the second quarter with 17.5 million in cash, including 0.7 million of restricted cash. In connection with our acquisition activity in recent years, our balance sheet as of June 30, 2025 reflects 5.8 million of goodwill and 2.0 million of net amortizable and tangible assets. The company's working capital, excluding cash, was 12.2 million, slightly above year-end 2024. I'll now turn the call over to Jake to discuss our RPO business.

Thank you, Matt, and good morning. Although we continue to face challenges similar to those experienced in 2024, many of which are industry-wide, we are encouraged by clear signs of improvement. The overall increase in adjusted net revenue in the second quarter of 2025 reflects the modest but meaningful recovery in business activity, particularly across the APAC region. Thanks to proactive steps we have taken and continue to take, our business is better positioned for growth today than ever before. -to-date, we continue to make strategic hires aimed at deepening our capabilities and enhancing our ability to deliver scalable, high-impact talent solutions to our clients. As I mentioned in previous earnings call, a major investment for us is in our digital platform, Hudson Fusion, and we are building out the team to support the product with our clients. We also recently executed two important strategic transactions, the acquisition of Alpha Consulting Group, a Japan-based recruitment services provider, marking our formal entry into the Japanese market, and the integration of McKenzie CMO Group, a boutique firm specializing in recruitment marketing, brand strategy, and talent engagement. These developments reinforce our commitment to investing in high-impact areas that deliver long-term value to our clients and our shareholders. Additionally, we are encouraged by continued new business wins and a robust sales pipeline. We believe that we are well positioned to convert this pipeline into tangible results and capture new opportunities as the market conditions improve. In line with our first quarter momentum, we continue to execute on our land and expand strategy throughout Q2, focusing on expanding our geographical reach and broadening our service offerings to both existing and prospective clients alike. As a result, we secured approximately $31.1 million in adjusted net revenue from renewals and expansions at existing clients, and approximately $11.4 million from new logo wins over the prior four quarters. Our talented team is well positioned to deliver exceptional results, and we remain focused on building a more resilient, agile, and growth-orientated business for the long term. I'll now turn the call back over to Jeff for some closing remarks.

Thank you, Jake. Before we open the line for questions, I want to reinforce Jake's message. While we continue to navigate a challenging global environment, we believe Hudson RPO is well positioned for strong future growth and is poised to outperform its peers. The operational improvements we have made across the organization are expected to strengthen our bottom line performance in the coming quarters and drive long-term value for our shareholders. Finally, I'd like to remind you that the special meetings to approve the merger with Star Equity announced in May 2025 is scheduled for August 21st. We strongly encourage all shareholders to vote for the merger. We expect the new entity to deliver significant value through greater scale, enhanced revenue diversification, and the elimination of redundant public company and overhead costs. Operator, can you please open the line for questions?

We will now begin the question and answer session. To ask a question, you may press star, then one on your touchtone phone. If you are using a speaker phone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star, then two. At

this time, we will pause momentarily to assemble our roster. Our first question comes from

Michael Matheson of Sadati & Company. Go ahead, please.

Good morning, you guys. Congratulations on the quarter. Good morning. Turning to some of my questions, it was an interesting quarter by region. Let's kind of decompose a couple things. Let's start with Asia. That's 60% of your business. Net revenue in Asia was up 16%. So what led to those much higher margins?

I'll turn this over to Jake. Just mathematically, the biggest thing I would say is that revenue was very depressed last year. We saw a significant slowdown in hiring in financials companies that we do business with in the financial sector. The biggest statement I would make is that things started to return to normal in that sector in Asia PAC, let's say the end of last year. The Q2 results reflect more of just a return to normal. When looking at it on a -over-year basis, the biggest thing I would say is just last year was a depressed number.

Got it. Okay. My favorable comps, great. Well, let's turn to the Americas region next then, roughly 20% of sales, 22%. Your revenue was up even though it made the headlines big time, just what a terrible quarter it was in the American Jobs Report. To what do you attribute the discrepancy? Are you just selectively in sectors that are doing well or just the balance and mix of your business?

Well, we do think we're gaining share. Jake, you want to provide some additional detail on that?

Yeah, Jeff, of course. Good morning. I think in the Americas there are actually three things that have really worked for us this last quarter. One is our new level of sales. We started to see an increase in the clients that we've implemented, and that is contributing to our top in revenue growth, which is really exciting because that new level of sales pipeline is continuing to grow. But also that land and expand strategy, looking at how are we offering different products in the different regions, in the different geographies, and we're seeing that pick up as well, in which we will continue to build out over the next couple quarters. But really the growth has been the new level of sales wins as well as that land and expand with some of our existing accounts and existing partners expanding their services within the Americas.

Great. Well, let's look at Europe then. In some ways that was the most striking outperformance. Europe has been very flat economically. You were up 6% in cost and currency. Anything that would explain that outperformance?

Go ahead, Jake. Yeah, great. Really great question. Europe, we've really taken a turn in Europe right now, and we're seeing some traction with our investments in the Middle East, which has been a long-waiting verse to see that. So it's really good to see that revenue coming to the door. But also, too, the team has done a really good job of that land and expand, and we're offering different products to our partners. We're seeing an uptick in our boutique executive search in the European theater, which is nice as well. So I'd look at the overall broader market, and while there's still a lot of questions and some considerations and I'd say headwinds, the changes that we've made over the last, say, 12 months has really positioned us to continue to grow across all of the regions, and we're starting to see some of that pick up.

Okay, great. Mike, I would just say, just a big picture, we see our base, our legacy clients, returning to more normal activity levels after going through a period of depressed activity levels. Hopefully, the overall market will improve going forward, not counting on that, but we're winning new clients at a faster rate than we have historically, so that's exciting. And then we have three new regions that we never had before. The Middle East, as of about 18 months ago, went from nothing to now starting to get traction, starting to get revenue. We're building a business in Latin America and starting to see revenue there and starting to see some client wins there. And then this recent acquisition in Japan, we have many, I would say, global clients, and historically, whenever they've needed help in Japan, unfortunately, we had to say, sorry, can't help you there, and now we can help them, and we've got a team on the ground that's very experienced, and we're really hoping that that acquisition is one plus one equals three, where we get immediate business just from our existing clients that we haven't been able to service in Japan historically.

Great. Kind of turning to just more corporate development issues, you mentioned that you'll be, I'll use the word integration, and you said you could use, used it, integrating the McKenzie CMO Group. You were careful not to say merger, so could you explain a little bit what that means?

Go ahead, Jake.

Yeah, so the McKenzie CMO Group is really a boutique firm in the US that specializes around brand and marketing and employment brand, as well as having a pretty robust contingent and project practice. So over the last couple of months, we looked at, speaking with the owner, Crystal McKenzie, and how can we further look at a deal where it makes sense for the team to join Hudson? So Crystal and team officially joined Hudson as team members this quarter, and we're integrating that business into our overall product portfolio. So from a standpoint of looking at that, strengthening our capabilities in that brand marketing to our existing clients, as well as taking that contingent base that her company has had, and hopefully looking at further landing and expanding into different geographies and different products there. So it wasn't, to your point, you call out an acquisition, but more of a, hey, let's figure out a way to integrate and hire the team to help drive our overall strategy and growth in the America's market.

This is Jeff again, and what that looks like in dollars and cents is that instead of paying X amount for the business, what we did is we hired the team. There were some modest sign-on bonuses, and then there's a profit sharing arrangement. So it looks and feels like an acquisition, but technically we just hired the whole team, and so they became Hudson.

Great, got it. Well, thank you. That runs me out of questions. Congratulations again on the quarter.

Thank you, Michael.

Again, if you have a question, please press star, then one. Our next question comes from David Siegfried, a

private investor. Go ahead, please.

Hey, good morning. Thank you for taking my call. So the ACG acquisition, is that something that would be immediately accretive to the bottom line?

Go ahead, Jake.

David, great question. I thought you were muffled a little bit. Can you just repeat your question for me,

if you don't mind? Oh, yeah, so that ACG acquisition, would that be immediately accretive to the bottom line? Yeah,

we do expect some immediate revenue and growth in the region. So that was a formal acquisition. We went through all the purchase, the asset purchase agreements with ACG, and we expect to see immediate revenue with their current base, as well as landing and expanding our base in the Asia Pac region. As you know, a good portion of our business is in Asia Pac. And as Jeff mentioned earlier, we were supporting our clients that had needs in Japan from outside of Japan. Now with the ACG acquisition, we have a robust team in Japan delivering on local services, which is a must-need given that Japan is the second largest market in the Asia Pac region. So we do expect immediate revenue. We do expect the team to pick up. And like I said before, it's a very strategic move for us as a leader in the Asia Pac region to have that localized presence in the Japanese market.

I think that, David, I think the technical answer to your question is on the bottom line, you know, no major impact on day one. Their business was struggling to get to scale. So they had revenue. They had a team that they were delivering service, but they didn't have a historical record of being consistently profitable and were in a business where to grow, it hits your bottom line immediately. And so it's a tough business to break into. So at the time we closed the acquisition, they were roughly break even as a business. So our best estimate is that it'll be from a bottom line point of view, you know, roughly break even for a quarter or two. And then it'll be a meaningful profit generator thereafter. And we paid a very modest amount up front, just a few hundred thousand dollars. And we worked out a profit sharing arrangement for when they do turn the corner and start generating profits. So we look at it as a win-win. They're going to be they're going to have much more revenue as part of Hudson than they would have staying on their own.

Good. Yeah. And so that McKenzie Group acquisition or merger was very similar to the structure that you had in the Middle East a year and a half ago. Exactly. Yeah. Exactly. Pretty much just brought the talent on. Exactly.

So

there's no deal.

The Middle East is we've been really trying to grow the Middle East and hiring salespeople, building the team. So it has been even done negative over the last year. And we think it's right on the cusp of turning the corner. And it's just the way the accounting works. And in our business, investments immediately hit the bottom line. They don't get capitalized the way a factory would be or buying assets. We're really just hiring people, which cost money in the short term. Then you hit a period where it's break even. And then thereafter, it should be profitable if we're making good decisions.

Yeah, good. And then there's no deals for a year and a half and now two deals in a short period of time. Is that just because where you're at in the business cycle, it just makes sense? Is that something that can continue this type of deal flow?

Well, we're always looking. We have learned a lot by just being in the market and looking. And it's helped us refine what's a good fit and what's not. Our preference is to hire and grow organically rather than acquire. But we're open to either. And I would say we don't have to do anything at this point. We have filled in the last major geographic hole we had in our portfolio with Japan. And so it's hard to think about any significant market in the world that we can't address. And so that was a really critical step for us. If we're going to really know such thing as being half global, you either need to be a regional player or a global player. And if you're a global player, you have to be able to serve clients in all the major markets. So that was a very important box that we checked. And the McKinsey CMO group, you know, those were skill sets that we didn't have so much internally. And so if a client needed help with those things, we would typically partner with someone or. Advise them on on who they could hire. But now that we can do that in house, it just gives us a bigger suite of services we can offer. And one of Jake's big themes over the last 18 months since he's been here is increased share of wallet with existing clients. So we have some phenomenal clients. And in many cases, our share of wallet is really, really small. And it's never easy to grow, but it is easier to grow with an existing client than it is to land a new client. So we're pushing on all fronts. And it's nice to see that that effort start to have some results.

Yeah, excellent. I agree. I was looking at the trailing 12 month new logo wins. I mean, those are growing. So that's that's really good to see. How's the Hudson Fusion, the rollout in Europe going? How's that being accepted by customers and how does that measure up to other competitors? David,

question. Yeah, great question, David. And we're really excited about the development of Hudson Fusion. It's what the team is doing. Right. So Hudson Fusion is a proprietary tools that we're giving. We're providing to both our current base as well as existing. And we are just in the infancy stages of launching it. So we have a couple of clients that are using it right now. They're using our talent IQ platform, which is underneath the Hudson Fusion umbrella, which is our market insights. And over the next couple of months and quarters, we expect to see significant adoption, again, both in our existing base as well as the new logos. You know, good news is for our standpoint is, you know, now that we have a product offering and have a digital offering that we didn't have before, it's a it's a very easy equation to our clients and introduction to our clients, because all clients now, specifically the HR field. Right. There's a there's a big pressure to automate digitize and leverage AI as part of the processes. And so having this tool now, you know, we see we see great signs of adoption and also being able to sell into our new logos and into our existing base. So more to come there. And as we get further adoption, David, we will be sharing that. But it is it is a unique differentiator across the board regarding how it differentiates from our competitors. Listen, AI, there's a lot of different forms of AI and the bespoke way that we're taking it is a modular approach in that we want to be able to solve our clients problems and not fit a square peg into a square peg into a round hole. Right. But truly a customized approach in that regard. And we are we are definitely seeing that with some of the new clients that are that are coming on that platform. So more to come. And I think that AI is definitely going to continue to transform our business. And it must say that Hudson and what we're doing right now with this investment is going to be a key player in that.

And David, I would just I would just add that our digital division, which we just launched in the spring with the hiring of Steph Edwards, is probably the most important thing we've done recently. As a company. And it's the number one thing our clients talk about. And this suite of services and tools that we're rolling out is something that existing clients are going to adopt. It's something we have to have in order to win new business and to win new logos. And we only have one data point. But just recently, it was exciting to me. We have a client we've been speaking to that's actually going to start a relationship with us by using our digital services. So this is the first time ever we've had we've we've led with digital. And the way we got a foot in the door was with Hudson Fusion. And they're going to start using that. And then we hope it will lead to more business with this client. They could eventually become an RPO client, for example. But that's just kind of icing on the cake when we started when we launched our digital division. We weren't expecting that clients would want digital only to start a relationship. But that could be a great way for us to just get a foot in the door with new clients. And once we have a foot in the door, our team is pretty good about expanding the relationship over time.

Good to hear. That's nice. What will be your capital allocation priorities? Assuming the merger, you know, with Star goes through, what will be use of cash? Because, you know, there's still a nice amount on the balance sheet. So what are you going to do with that going forward?

Yeah. So the number one priority is make profitable investments in our existing businesses. I think all the businesses have organic growth opportunities. And in some cases, those require some capital investment. So funding existing funding growth at existing businesses is, I would say, the number one priority. Number two priority is we have some really great operating management teams, as evidenced by Jake at Hudson. And so if there are bolt on acquisitions to do or acquisitions like the two we just announced, I would say that's kind of priority number two. And then we think our shares are really cheap. We have a long history of buying back shares. We haven't been able to do much of that in the last 18 months because of the merger discussions. But that's something we hope to turn back on after the merger closes.

Good. Yeah. And that's a question because I noticed, you know, the merger information looks like the talks of this merger started December 2023. So why is it taking so long? Do you know we're two small companies? I'm not complaining. I'm just asking.

Yeah, no, it's a good question. If you read all the disclosure and the proxy, the idea was kind of launched, as you said, in late 2023. The two companies formed a special committee to evaluate it, independent special committee. I obviously wasn't involved in either special committee nor was management of either company. So very independent. They hired financial advisors, legal advisors, advisors and started talking to each other. And they just couldn't agree on terms in the spring of 2024. So they decided to pause. Star ended up doing a pretty significant acquisition in May of 2024. And then the timing just lined up. The two companies started talking again in late 2024, which is what led to the deal announcement in May of 2025. But I think the biggest takeaway from that is we have independent directors on each board who take their fiduciary duty very, very seriously and wanted to do a thorough analysis and make the best decision they could on behalf of shareholders. And it took a while for it to come together.

Yeah, that's reasonable. So, you know, looking at that merger information, you're guiding for like 13% net revenue growth, 20, 25, 26, 26% growth, and potentially 17 to 18% growth over the next five years from that point. So it appears after listening to the call today, that even without necessarily economic improvement or increase in hiring, just with your new logo wins, your expansions to other territories, Japan and all that, that you feel confident that you can continue to grow this significantly going forward.

Yeah, I'll let Jake address that. And I would just say the thing about a long range forecast is, you know, we don't factor in recessions, but we also don't factor in booms like what we had coming out of COVID. It's more of, hey, if you just have a regular mid-cycle economic environment where the global economy is growing at a historical rate, you know, 2% or something like that in real terms, what should we be able to do? And you can tell we're excited about our future. But Jake, why don't you address that a little bit more specifically because that's as your forecast.

Thanks, Jeff. And David, great question. If I look at where we were 18 months ago, we've made a lot of different investments and different levers that we can pull and we can offer to our clients as we want to continue to grow and need to continue to grow, no matter what the market conditions look like. So, yes, the macroeconomy does have a significant impact and, you know, lately has been headwinds, you know, facing us with a lot of the announcements and changes. However, being able to offer different services into the Middle East and Japan and Latin America, being able to offer new products such as a boutique executive search, EVP and branded marketing, contingent search, allows us to be able to become more diverse and more robust with our clients. And that goes to our land and expand strategies. So even though, yes, the macroeconomy does have and has been giving us a lot of headwinds, our strategy with the diversification is allowing us to continue to pull on different levers with our partners to grow and expand and increase that share of wallet. And, you know, we have a lot of opportunities with our current base to continue to do that. Obviously, with the focus on new logo clients, you know, in the same purview, you know, to help drive our overall growth strategy. So, David, yes, you know, we are becoming more robust, more diversified, and that is allowing us to continue to grow and hopefully grow even faster when the broader market and the economy does rebound.

And I would just further on that. What really made us aggressively recruit Jake and convince him to join Hudson was we saw in him someone who was at Corn Fairy RPO. Corn Fairy just started breaking out their RPO results separately recently. And you can if you look at those results, you can see that Corn Fairy's RPO business generates about 100 million a quarter in revenue. Jake was there when they were generating 40 million a year in revenue. And so he was a part of the team that grew from 40 million in revenue to 400 million in revenue on an annual basis. And so he's seen firsthand what it takes to grow, what it takes to build. And, you know, it's never easy. But we think under Jake's leadership, we're incredibly well positioned to have a really good growth rate going forward. He knows what it takes to win, and that's what we're out to achieve.

Yeah, good to hear. So, Jake, when you look at I think you were 10 years at Corn Fairy. If you look at where you're at in the cycle or in this process so far with Hudson, I mean, are we you know, I mean, I think you're starting out at a lower point of revenue run rate. But I mean, do you see the pieces coming together here?

You know, David, great question. And, you know, all that everything that we've been doing for the last, say, 20 months since I've been here was, again, focused on growth. And that is our guiding principle and creating values for our clients and our shareholders and our employees. Right. And we've gone through a lot of change and we have we've, you know, went through a couple acquisitions and integrations. We've hired new leadership. Right. We've we've we've promoted existing leaders in their business that have been with us for many, many years to give them a different challenges and capabilities and skills. We've we've gone through and we've really looked at how do we increase our share of wallet, maintaining that, you know, operational excellence with with our with our clients. And what impresses me about with our team is throughout throughout all of this change. Right. We're still delivering to our clients at a very, very high caliber. And that's a true testament to our leaders in our overall business, not to mention offering new products. Right. So, you know, you know, it's not fair to compare the two. But if you think about where we are and where we are, run rate here at Hudson, you know, we have a significant run rate in front of us. You know, if we can continue to drive that land and expand strategy, offer different products that our clients are asking for. Right. And being able to provide that at the same quality, if not better than what we've been historically known for being able to know what to do. So very excited about the run rate. You know, I think that we have a lot of, you know, a lot of opportunities and options at the table in front of us right now. Yeah. Excellent. Well, thank you

for taking my questions. Absolutely. Good question. Thanks.

Again, if you have a question, please press star, then one.

This

concludes our

question and answer session. I would like to turn the conference back over to Jeff Eberwein for any closing remarks.

Well, thank you for joining us today. Thank you for your interest in Hudson. You can tell that we're very excited about our future and we look forward to future quarters and showing our future results. Have a great day.