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Hudson Global, Inc.

For the period ended Jun 30, 2025. Filed Aug 8, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 8, 2025

STRR$9.12-4.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-13.

0001210708-25-000028

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

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-08.

0001210708-25-000048

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 135 previous paragraphs and 181 current paragraphs.

76 unchanged; 51 reworded; 49 added; 6 removed; 2 previous and 5 current paragraphs rearranged.

Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (49)

Current report

On May 21, 2025, the Company, HSON Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Star Equity Holdings, Inc., a Delaware corporation (“Star”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Star, with Star continuing as the surviving corporation of the merger (the “Merger”), and a wholly owned subsidiary of the Company. Subject to the terms and conditions of the Merger Agreement, upon the closing of the Merger and the other transactions contemplated by the Merger Agreement, each then-outstanding share of Star common stock will be converted into the right to receive 0.23 shares of Hudson common stock calculated in accordance with the terms of the Merger Agreement and each then-outstanding share of Star Series A preferred stock will be converted into the right to receive one (1) share of newly created Company Series A preferred stock in accordance with the terms of the Merger Agreement. The Company intends to seek the approval of its stockholders for the issuance of Company common stock at its next annual meeting, currently scheduled for August 21, 2025. Additional information regarding the proposed Merger and the upcoming stockholder meeting is set forth in the Company’s Current Report on Form 8-K dated May 22, 2025, the Company’s registration statement on Form S-4 (File No. 333-288531) declared effective by the SEC on July 22, 2025 and the Company’s joint proxy statement/prospectus dated July 23, 2025.

Current report

If the Merger is consummated, the nature of the Company’s business will change materially. Following the closing, the Company intends to operate as a diversified holding company, with its business activities primarily consisting of managing and operating a portfolio of businesses, including Hudson RPO. The Company anticipates that its future operations, financial condition, and results of operations will be significantly different from its historical operations. The consummation of the Merger is subject to the satisfaction or waiver of conditions set forth in the Merger Agreement, including the approval of the stockholders of both Star and the Company. Consequently, there can be no assurance that the Merger will be completed as proposed or at all.

Current report

Summary of Financial Performance Highlights for the Three Months Ended

Current report

•Revenue was $35.5 million for the three months ended June 30, 2025, compared to $35.7 million for the same period in 2024, a decrease of $0.2 million, or 0.5%. The decrease in revenue was principally driven by declines in Australia.

Current report

•Adjusted net revenue was $18.6 million for the three months ended June 30, 2025, compared to $17.6 million for the same period in 2024, an increase of $1.0 million, or 5.8%.

Current report

•Selling, general and administrative expenses (including salaries and related expenses) and other non-operating income (expense) (“SG&A and Non-Op”) was $18.8 million for the three months ended June 30, 2025, compared to $17.6 million for the same period in 2024, an increase of $1.2 million, or 6.7%.

Current report

•EBITDA loss was $0.2 million for the three months ended June 30, 2025, compared to EBITDA of $0.0 million for the same period in 2024, an increase in EBITDA loss of $0.2 million. On a constant currency basis, EBITDA loss also increased $0.2 million.

Current report

Summary of Financial Performance Highlights for the Six Months Ended

Current report

◦On a constant currency basis, the Company’s revenue decreased $1.2 million, or 1.7%, due to a decrease in contracting revenue of $0.9 million, or 2.4%, coupled with a decrease in RPO revenue of $0.3 million, or 1.0%, compared to the same period in 2024.

Current report

•Adjusted net revenue was $35.0 million for the six months ended June 30, 2025, compared to $33.9 million for the same period in 2024, an increase of $1.1 million, or 3.2%.

Current report

◦On a constant currency basis, adjusted net revenue increased $1.2 million, or 3.7%, due to an increase incontracting revenue of $0.9 million, or 58.6%, while RPO adjusted net revenue increased by$0.3 million, or 0.9%, compared to the same period in 2024.

Current report

•SG&A and Non-Op was $36.7 million for the six months ended June 30, 2025, compared to $36.6 million for the same period in 2024.

Current report

◦On a constant currency basis, SG&A and Non-Op increased $0.3 million, or 0.9%, as compared to the same period in 2024. SG&A and Non-Op as a percentage of revenue was 54.4% for the six months ended June 30, 2025, compared to 53.0% for the same period in 2024.

Current report

•Net loss was $2.4 million for the six months ended June 30, 2025, compared to net loss of $3.3 million for the same period in 2024, a decrease in net loss of $0.9 million. On a constant currency basis, net income also decreased $0.9 million.

Current report

For the six months ended June 30, 2025, contracting revenue increased by $1.7 million, or 478%, driven by continued growth from new client engagements, while RPO revenue decreased by $0.7 million, or 6%, as compared to the same period in 2024, due to lower demand from existing clients.

Current report

For the six months ended June 30, 2025, total adjusted net revenue as a percentage of revenue was 88%, compared to 94% for the same period in 2024. The decrease in total adjusted net revenue as a percentage of revenue was due to the same factor noted above.

Current report

For the three months ended June 30, 2025, SG&A and Non-Op increased $0.1 million, or 2%, compared to the same period in 2024, while SG&A and Non-Op as a percentage of revenue decreased slightly.

Current report

For the three months ended June 30, 2025, operating income was $0.3 million increasing slightly from 2024, and EBITDA was $0.2 million, compared to EBITDA of $0.4 million in 2024.

Current report

For the six months ended June 30, 2025, contracting revenue decreased by $3.7 million, or 12%, while RPO revenue increased by $1.5 million, or 11%, as discussed below.

Current report

In Australia, revenue declined $3.6 million, or 10%, for the six months ended June 30, 2025, compared to the same period in 2024. The decrease was primarily in contracting revenue, which decreased by $4.6 million, or 17%, partially offset by a $1.0 million, or 12% increase in RPO revenue, compared to 2024. The decline in contracting revenue was mainly due to reduced demand from existing clients, while increase in RPO revenue was driven by stronger demand from existing clients.

Current report

In Asia, revenue increased $1.6 million or 23%, for the six months ended June 30, 2025, compared to 2024. The increase for the six months ended June 30, 2025 was due to higher demand from existing clients.

Current report

For the three months ended June 30, 2025, RPO adjusted net revenue increased by $0.7 million, or 10%, while contracting adjusted net revenue increased $0.6 million or 100%, compared to the same period in 2024.

Current report

In Australia, adjusted net revenue increased by $0.9 million, or 19%, for the three months ended June 30, 2025, compared to the same period in 2024. The growth was primarily driven by a $0.5 million, or 13%, increase in RPO adjusted net revenue, along with a $0.4 million, or 64%, increase in contracting adjusted net revenue, compared to 2024.

Current report

For the six months ended June 30, 2025, RPO adjusted net revenue increased by $1.5 million, or 12%, while contracting adjusted net revenue increased by $0.6 million or by 51%, compared to the same period in 2024.

Current report

In Australia, adjusted net revenue increased by $1.3 million, or 15%, for the six months ended June 30, 2025, compared to the same period in 2024. The growth was primarily driven by a $1.0 million, or 13%, increase in RPO adjusted net revenue, along with a $0.3 million, or 27%, increase in contracting adjusted net revenue.

Current report

In Asia, adjusted net revenue increased by $0.9 million, or 18%, for the six months ended June 30, 2025, compared to the same period in 2024. The increase for the six months ended June 30, 2025 was due to higher demand from existing clients.

Current report

For the three months ended June 30, 2025, SG&A and Non-Op increased $0.1 million, or 2%, compared to the same periods in 2024, while SG&A and Non-Op as a percentage of revenue increased from 33% to 34%. The increase in SG&A and No-Op was primarily due to higher travel and entertainment and advertising and marketing expenses, partly offset by lower foreign exchange losses.

Current report

For the three months ended June 30, 2025, operating income was $1.6 million, compared to operating income of $0.5 million in 2024, and EBITDA was $1.4 million, or 7% of revenue, compared to EBITDA of $0.2 million, or 1% of revenue, in 2024. The increases in operating income and EBITDA were principally due to the increase in adjusted net revenue, as described above.

Current report

In Continental Europe, total revenue was $0.5 million for the three months ended June 30, 2025, a decrease of $0.1 million, or 19% compared to 2024. The decrease was primarily due to lower demand from existing clients.

Current report

For the six months ended June 30, 2025, RPO revenue decreased by $1.1 million, or 14%, while contracting revenue increased by $1.1 million, or 22%, compared to the same period in 2024.

Current report

In the U.K., for the six months ended June 30, 2025 revenue decreased by $0.2 million, or 1%, compared to the same period in 2024. The decrease was driven by RPO revenue, which declined $1.2 million, or 18%, while contracting revenue increased by $1.1 million, or 22%.

Current report

In the Middle East, total revenue and RPO revenue was $0.2 million for the six months ended June 30, 2025.

Current report

For the six months ended June 30, 2025, adjusted net revenue decreased by $1.1 million, or 14%, driven by a decrease in RPO revenue, which declined $1.0 million, or 13%, compared to the same period in 2024.

Current report

In the U.K., total adjusted net revenue for the six months ended June 30, 2025 decreased by $1.2 million, or 18%, compared to the same period in 2024, driven by a decrease in RPO adjusted net revenue of $1.1 million, or 17%.

Current report

In Continental Europe, for the six months ended June 30, 2025, total adjusted net revenue decreased by $0.1 million, or 11%, compared to the same period in 2024, due to new client wins.

Current report

In the Middle East, total adjusted net revenue and RPO adjusted net revenue was $0.2 million for the six months ended June 30, 2025.

Current report

For the six months ended June 30, 2025, SG&A and Non-Op increased $0.7 million, or 9%, compared to the same period in 2024. The increase in SG&A and Non-Op was primarily the result of higher consultant staff costs in the current year.

Current report

For the three months ended June 30, 2025, SG&A and Non-Op as a percentage of revenue was 61%, compared to 58%, respectively, in 2024. The increase in SG&A and Non-Op as a percentage of revenue was primarily due to the higher consultant staff costs described above.

Showing the first 40 of 49 passages. Open the source sections for the rest.

Removed paragraphs (6)

Previous report

•Adjusted net revenue was $16.4 million for the three months ended March 31, 2025, compared to $16.3 million for the same period in 2024, an increase of $0.1 million, or 0.4%.

Previous report

•SG&A and Non-Op was $17.9 million for the three months ended March 31, 2025, compared to $19.0 million for the same period in 2024, a decrease of $1.1 million, or 5.8%.

Previous report

For the three months ended March 31, 2025, RPO adjusted net revenue increased by $0.9 million, or 15%, while contracting adjusted net revenue increased slightly or 3%, compared to the same period in 2024.

Previous report

In Australia, adjusted net revenue increased by $0.4 million, or 9%, for the three months ended March 31, 2025, compared to the same period in 2024. The increase was primarily driven by RPO adjusted net revenue, which increased by $0.5 million, or 13%, while contracting adjusted net revenue declined by $0.1 million, or 14%, compared to 2024.
Reworded paragraphs (51)

Previous wording

This MD&A discusses the results of the Company’s business for the three months ended March 31, 2025 and 2024.

Current wording

This MD&A discusses the results of the Company’s business for the three and six months ended June 30, 2025 and 2024.

Previous wording

Our clients’ demands for RPO and contracting services largely depend on the market conditions and the strength of the labor markets in the countries where we operate. In the first quarter of 2025, the market conditions remained challenging due to persistent inflation, higher interest rates, market uncertainty related to disruptions in trade and decreased demand for labor in certain markets. We anticipate that these challenging market conditions will continue into the next quarter of 2025.

Current wording

Our clients’ demands for RPO and contracting services largely depend on the market conditions and the strength of the labor markets in the countries where we operate. In the first half of 2025, the market conditions remained challenging due to persistent inflation, higher interest rates, market uncertainty related to disruptions in trade and decreased demand for labor in certain markets. We anticipate that these challenging market conditions will continue into the next quarter of 2025.

Previous wording

The following is a summary of the Company’s financial performance highlights for the three months ended March 31, 2025 and 2024. This summary should be considered in the context of the additional disclosures in this MD&A which further highlight Company results by segment.

Current wording

The following is a summary of the Company’s financial performance highlights for the three and six months ended June 30, 2025 and 2024. This summary should be considered in the context of the additional disclosures in this MD&A which further highlight Company results by segment.

Previous wording

◦On a constant currency basis, the Company’s revenue decreased $1.1 million, or 3.3%, due to a decrease in contracting revenue of $1.3 million, or 7.2%, partially offset by a $0.2 million, or 1.1%, increase in RPO revenue, compared to the same period in 2024.

Current wording

◦On a constant currency basis, the Company’s revenue decreased $0.1 million, or 0.2%, primarilydue to an increase in contracting revenue of $0.4 million, or 2.3%, which was offset by a decrease in RPO revenue of $0.5 million, or 2.7%, compared to the same period in 2024.

Previous wording

◦On a constant currency basis, adjusted net revenue increased $0.3 million, or 2.2%, due to an increase in RPO adjusted net revenue of$0.2 million, or 1.4%, combined with an increasein contracting revenue of $0.1 million, or 16.6%, compared to the same period in 2024.

Current wording

◦On a constant currency basis, adjusted net revenue increased$0.9 million, or 5.1%, due to an increasein contracting adjusted net revenue of $0.8 million, or 105.6%, and an increasein RPO adjusted net revenue of$0.1 million, or 0.6% compared to the same period in 2024.

Previous wording

◦On a constant currency basis, SG&A and Non-Op decreased $0.8 million, or 4.2%, as compared to the same period in 2024. SG&A and Non-Op as a percentage of revenue was 56.2% for the three months ended March 31, 2025, compared to 56.7% for the same period in 2024.

Current wording

◦On a constant currency basis, SG&A and Non-Op increased $1.1 million, or 6.2%, as compared to the same period in 2024. SG&A and Non-Op as a percentage of revenue was 52.9% for the three months ended June 30, 2025, compared to 49.7% for the same period in 2024.

Previous wording

•Net loss was $1.8 million for the three months ended March 31, 2025, compared to net loss of $2.9 million for the same period in 2024, a decrease in net loss of $1.1 million. On a constant currency basis, net loss also decreased $1.1 million.

Current wording

•Net loss was $0.7 million for the three months ended June 30, 2025, compared to net loss of $0.4 million for the same period in 2024, an increase in net loss of $0.2 million. On a constant currency basis, net loss increased $0.3 million.

Previous wording

•Revenue was $31.9 million for the three months ended March 31, 2025, compared to $33.9 million for the same period in 2024, a decrease of $2.0 million, or 6.0%. The decrease in revenue was principally driven by a decline in Australia.

Current wording

•Revenue was $67.4 million for the six months ended June 30, 2025, compared to $69.6 million for the same period in 2024, a decrease of $2.2 million, or 3.2%. The decrease in revenue was principally driven by a decline in Australia.

Previous wording

•EBITDA loss was $1.5 million for the three months ended March 31, 2025, compared to EBITDA loss of $2.7 million for the same period in 2024, a decrease in EBITDA loss of $1.2 million. On a constant currency basis, EBITDA loss also decreased $1.2 million.

Current wording

•EBITDA loss was $1.7 million for the six months ended June 30, 2025, compared to EBITDA loss of $2.7 million for the same period in 2024, a decrease in EBITDA loss of $1.0 million. On a constant currency basis, EBITDA loss decreased $1.0 million.

Previous wording

between periods as if exchange rates had remained constant period-over-period. The Company defines the term “constant currency” to mean that financial data for a previously reported period is translated into U.S. dollars using the same foreign currency exchange rates that were used to translate financial data for the current period. Constant currency metrics should not be considered in isolation or as a substitute for reported results prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. The Company’s management reviews and analyzes business results in constant currency and believes these results better represent the Company’s underlying business trends. Changes in foreign currency exchange rates generally impact only reported earnings.

Current wording

The Company operates on a global basis, with the majority of its revenue generated outside of the U.S. Accordingly, fluctuations in foreign currency exchange rates can affect the Company’s results of operations. For the discussion of reportable segment results of operations, the Company uses constant currency information. Constant currency compares financial results between periods as if exchange rates had remained constant period-over-period. The Company defines the term “constant currency” to mean that financial data for a previously reported period is translated into U.S. dollars using the same foreign currency exchange rates that were used to translate financial data for the current period. Constant currency metrics should not be considered in isolation or as a substitute for reported results prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. The Company’s management reviews and analyzes business results in constant currency and believes these results better represent the Company’s underlying business trends. Changes in foreign currency exchange rates generally impact only reported earnings.

Previous wording

Changes in revenue, adjusted net revenue, SG&A and Non-Op, operating income (loss), net income (loss), and EBITDA (loss) include the effect of changes in foreign currency exchange rates. The tables below summarize the impact of foreign currency exchange adjustments on the Company’s operating results for the three months ended March 31, 2025 and 2024.

Current wording

Changes in revenue, adjusted net revenue, SG&A and Non-Op, operating income (loss), net income (loss), and EBITDA (loss) include the effect of changes in foreign currency exchange rates. The tables below summarize the impact of foreign currency exchange adjustments on the Company’s operating results for the three and six months ended June 30, 2025 and 2024.

Previous wording

For the three months ended March 31, 2025, contracting revenue increased by $0.9 million, or 483%, while RPO revenue decreased by $0.1 million, or 1%, compared to the same period in 2024. The increase in contracting revenue was driven by new client wins, while the decline in RPO revenue reflected lower demand from existing clients.

Current wording

For the three months ended June 30, 2025, contracting revenue increased by $0.8 million, or 472%, while RPO revenue decreased by $0.6 million, or 9%, compared to the same period in 2024. The increase in contracting revenue was driven by new client wins, while the decline in RPO revenue reflected lower demand from existing clients.

Previous wording

For the three months ended March 31, 2025, contracting adjusted net revenue increased by $0.2 million, or 837%, while RPO adjusted net revenue decreased by $0.1 million, or 1%. The increase in contracting adjusted net revenue was due to new client wins, while the decrease in RPO adjusted net revenue was due to lower demand from existing clients.

Current wording

For the three months ended June 30, 2025, RPO adjusted net revenue decreased by $0.2 million, or 3%, while contracting adjusted net revenue increased by $0.1 million, or 599%. The decline in RPO adjusted net revenue was due to lower demand from existing clients, while the increase in contracting adjusted net revenue was due to new client wins. For the six months ended June 30, 2025, contracting adjusted net revenue increased by $0.4 million, or 726%, driven by continued growth from new client engagements, while RPO adjusted net revenue decreased by $0.3 million, or 2%, reflecting the lower demand from existing clients, compared to the same period in 2024.

Previous wording

For the three months ended March 31, 2025 and 2024, total adjusted net revenue as a percentage of revenue was 87%, compared to 97% for the same period in 2024. The decrease in total adjusted net revenue as a percentage of revenue was attributed to the lower mix of RPO to contracting revenue.

Current wording

For the three months ended June 30, 2025 and 2024, total adjusted net revenue as a percentage of revenue was 88%, compared to 91% for the same period in 2024. The decrease in total adjusted net revenue as a percentage of revenue was attributed to the lower mix of RPO to contracting revenue.

Previous wording

For the three months ended March 31, 2025, SG&A and Non-Op decreased $0.5 million, or 8%, compared to the same period in 2024, while SG&A and Non-Op as a percentage of revenue decreased from 112% to 91%. The decrease in SG&A and No-Op and in SG&A and Non-Op as a percentage of revenue was principally due to lower staff costs as a percentage of revenue.

Current wording

For the six months ended June 30, 2025, SG&A and Non-Op decreased $0.4 million, or 3%, compared to the same period in 2024, while SG&A and Non-Op as a percentage of revenue declined from 98% to 88%. The decrease in SG&A and No-Op was primarily due to lower staff costs, partly offset by higher travel and entertainment cost and foreign exchange losses. The decrease in SG&A and Non-Op as a percentage of revenue was primarily due to the decline in staff costs.

Previous wording

For the three months ended March 31, 2025, operating loss was $0.2 million, compared to operating loss of $1.2 million in 2024, and EBITDA loss was $0.1 million, compared to EBITDA loss of $0.9 million in 2024.

Current wording

For the six months ended June 30, 2025, operating income was $0.1 million, compared to operating loss of $0.9 million in 2024, and EBITDA was $0.1 million, compared to EBITDA loss of $0.5 million in 2024.

Previous wording

The decreases in operating loss and EBITDA loss for three months ended March 31, 2025, were due to the same factors noted above.

Current wording

The changes in operating income and EBITDA for the three and six months ended June 30, 2025, were due to the lower staff costs as a percentage of revenue noted above.

Previous wording

For the three months ended March 31, 2025, contracting revenue decreased by $2.4 million, or 16%, while RPO revenue increased $0.8 million, or 14%, compared to 2024, as discussed below.

Current wording

For the three months ended June 30, 2025, contracting revenue decreased by $1.3 million, or 9%, while RPO revenue increased $0.6 million, or 9%, compared to 2024, as discussed below.

Previous wording

In Australia, revenue decreased $2.4 million, or 14%, for the three months ended March 31, 2025, compared to the same period in 2024. The decrease was primarily driven by a $2.8 million, or 21%, decline in contracting revenue, driven by reduced demand from existing clients. Partially offsetting this decline, RPO revenue increased by $0.4 million, or 12%, compared to 2024, due to higher demand from existing clients.

Current wording

In Australia, revenue decreased $1.3 million, or 7%, for the three months ended June 30, 2025, compared to the same period in 2024. The decrease was primarily driven by contracting revenue, which declined by $1.8 million, or 13% driven by reduced demand from existing clients. RPO revenue increased by $0.5 million, or 12%, compared to 2024, due to higher demand from existing clients.

Previous wording

In Asia, revenue increased $0.9 million, or 29%, for the three months ended March 31, 2025, compared to the same period in 2024. The increase for the three months ended March 31, 2025 was due to higher demand from existing clients.

Current wording

In Asia, revenue increased $0.7 million, or 17%, for the three months ended June 30, 2025, compared to the same period in 2024. The increase for the three months ended June 30, 2025 was due to higher demand from existing clients.

Previous wording

In Asia, adjusted net revenue increased by $0.5 million, or 23%, for the three months ended March 31, 2025, compared to the same period in 2024.

Current wording

In Asia, adjusted net revenue increased by $0.4 million, or 14%, for the three months ended June 30, 2025, compared to the same period in 2024.

Previous wording

Total adjusted net revenue as a percentage of revenue was 38% for the three months ended March 31, 2025, compared to 31% for the same period in 2024. The increase in total adjusted net revenue as a percentage of revenue was attributed to a greater mix of higher margin RPO revenue to contracting revenue.

Current wording

Total adjusted net revenue as a percentage of revenue was 41% for the three months ended June 30, 2025, compared to 34% for the same period in 2024. The increase in total adjusted net revenue as a percentage of revenue was attributed to a greater mix of higher margin RPO revenue to contracting revenue.

Previous wording

For the three months ended March 31, 2025, SG&A and Non-Op decreased slightly, compared to the same period in 2024. SG&A and Non-Op as a percentage of revenue was 36% for the three months ended March 31, 2025, compared to 33% for the same period in 2024. The increase was principally due to the lower mix of contracting revenue, where the majority of costs are reflected in adjusted net revenue.

Current wording

For the six months ended June 30, 2025, SG&A and Non-Op increased $0.1 million, or 1%, compared to the same periods in 2024, while SG&A and Non-Op as a percentage of revenue increased from 33% to 35%. The increase in SG&A and No-Op was primarily due to higher advertising and corporate allocation costs, partly offset by lower foreign exchange losses. The increase was principally due to the lower mix of contracting revenue, where the majority of costs are reflected in adjusted net revenue.

Previous wording

For the three months ended March 31, 2025, operating income was $0.4 million, compared to operating loss of $0.5 million in 2024, and EBITDA was $0.3 million, or 1% of revenue, compared to EBITDA loss of $0.6 million, or 3% of revenue, in 2024. The changes in operating income and EBITDA were principally driven by the increase in adjusted net revenue, as described above.

Current wording

For the six months ended June 30, 2025, operating income was $2.0 million, compared to operating loss of $0.1 million in 2024, and EBITDA was $1.7 million, or 4% of revenue, compared to EBITDA loss of $0.4 million, or 1% of revenue, in 2024. The increases in operating income and EBITDA were principally due to the increase in adjusted net revenue, as described above.

Previous wording

For the three months ended March 31, 2025, RPO revenue decreased by $0.6 million or 16%, while contracting revenue increased by $0.2 million or 8%, compared to the same period in 2024, as further discussed below.

Current wording

For the three months ended June 30, 2025, contracting revenue increased by $0.9 million or 36%, while RPO revenue decreased by $0.5 million or 12%, compared to the same period in 2024, as further discussed below.

Previous wording

In the U.K., for the three months ended March 31, 2025, revenue decreased by $0.6 million, or 10%, compared to the same period in 2024. The change was driven by a decrease in RPO revenue of $0.8 million, or 22%, due to lower client demand, which was partially offset by an increase in contracting revenue of $0.2 million, or 8%, compared to the same period in 2024.

Current wording

In the U.K., for the three months ended June 30, 2025, revenue increased $0.4 million, or 7%. The change was driven by an increase in contracting revenue of $0.9 million, or 36%, due to higher demand from existing clients, which was partially offset by a decrease in RPO revenue of $0.5 million, or 14%, compared to the same period in 2024.

Previous wording

In Continental Europe, total revenue was $0.5 million for the three months ended March 31, 2025, an increase of 5% compared to the same period in 2024. The increase was due to higher demand from existing clients.

Current wording

In Continental Europe, total revenue was $1.0 million for the six months ended June 30, 2025, a decrease of $0.1 million, or 9%, compared to the same period in 2024. The decrease was primarily due to lower demand from existing clients.

Previous wording

For the three months ended March 31, 2025, adjusted net revenue decreased by $0.7 million, or 19%, primarily driven by a decrease in RPO adjusted net revenue of $0.6 million, or 16%, and a decrease in contracting adjusted net revenue, which declined $0.1 million, or 62%, compared to the same period in 2024, as further discussed below.

Current wording

For the three months ended June 30, 2025, adjusted net revenue decreased by $0.4 million, or 9%, primarily driven by a decrease in RPO adjusted net revenue of $0.4 million, or 10%, while contracting adjusted net revenue increased slightly, or 22%, compared to the same period in 2024, as further discussed below.

Previous wording

In the U.K., total adjusted net revenue for the three months ended March 31, 2025 decreased by $0.9 million, or 25%, compared to the same period in 2024. The decrease was driven by RPO adjusted net revenue, which declined by $0.7 million, or 22%, while contracting adjusted net revenue decreased $0.1 million, or 62%, compared to 2024.

Current wording

In the U.K., total adjusted net revenue for the three months ended June 30, 2025 decreased by $0.3 million, or 10%, compared to 2024. The decrease was driven by RPO adjusted net revenue, which declined by $0.4 million, or 11%, compared to 2024.

Previous wording

In Continental Europe, total adjusted net revenue was $0.5 million for the three months ended March 31, 2025, an increase of 3% compared to the same period in 2024. The increase was due to higher demand from existing clients.

Current wording

In Continental Europe, total adjusted net revenue was $0.5 million for the three months ended June 30, 2025, a decrease of $0.1 million, or 21% compared to 2024. The decrease was primarily due to lower demand from existing clients.

Previous wording

For the three months ended March 31, 2025, SG&A and Non-Op increased $0.2 million, or 5%, compared to the same period in 2024. The increase in SG&A and Non-Op was primarily the result of higher corporate allocations and foreign currency exchange in the current year.

Current wording

For the three months ended June 30, 2025, SG&A and Non-Op increased $0.5 million, or 13%, compared to the same period in 2024. The increase in SG&A and Non-Op was primarily the result of higher consultant staff costs in the current year.

Previous wording

For the three months ended March 31, 2025, SG&A and Non-Op as a percentage of revenue was 65%, compared to 58% in 2024. The increase in SG&A and Non-Op as a percentage of revenue was primarily due to the decrease in adjusted net revenue.

Current wording

For the six months ended June 30, 2025, SG&A and Non-Op as a percentage of revenue was 63%, compared to 58%, in 2024. The increase in SG&A and Non-Op as a percentage of revenue was primarily due to the higher consultant staff costs described above.

Previous wording

For the three months ended March 31, 2025, operating loss was $0.5 million, compared to operating income of $0.3 million for the same period in 2024, and EBITDA loss was $0.6 million, or 11% of revenue, compared to EBITDA loss of $0.3 million, or 4% of revenue, for the same period in 2024.

Current wording

For the three months ended June 30, 2025, operating loss was $0.6 million, compared to operating income of $0.3 million for the same period in 2024, and EBITDA loss was $0.7 million, or 10% of revenue, compared to EBITDA of $0.2 million, or 3% of revenue, for the same period in 2024.

Previous wording

Corporate expenses were $1.0 million for the three months ended March 31, 2025 as compared to $1.5 million for the same period in 2024, representing an decrease of $0.5 million. The decrease in corporate expenses was primarily due to higher professional fees and staff costs, as well as higher corporate allocations.

Current wording

Corporate expenses were $1.1 million for the three months ended June 30, 2025 as compared to $0.8 million for the same period in 2024, representing an increase of $0.3 million. The increase in corporate expenses was primarily due to higher professional fees partially offset by investment-related income.

Previous wording

Depreciation and amortization expense was $0.3 million for the three months ended March 31, 2025, compared to $0.4 million for the same period in 2024.

Current wording

Depreciation and amortization expense was $0.2 million and $0.5 million for the three and six months ended June 30, 2025, compared to $0.3 million and $0.7 million for the same periods in 2024, respectively.

Previous wording

Other expense was $0.1 million for the three months ended March 31, 2025, as compared to other expense of $0.0 million for the same period in 2024.

Current wording

Other expense was $0.2 million and $0.3 million for the three and six months ended June 30, 2025, respectively, as compared to other expense of $0.1 million and $0.1 million for the same periods in 2024.

Previous wording

The provision for income taxes for the three months ended March 31, 2025 was $0.0 million on $1.7 million of pre-tax loss, compared to a benefit from income tax of $0.1 million on $3.0 million of pre-tax loss for the same period in 2024. The effective tax rates for the three months ended March 31, 2025 and 2024 were negative 2% and positive 3%, respectively. For the three months ended March 31, 2025, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to pretax losses for which no tax benefit can be recognized, foreign tax rate differences, and non-deductible expenses. For the three months ended March 31, 2024, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to changes in valuation allowances in the U.S. and certain foreign jurisdictions which reduces or eliminates the effective tax rate on current year profits or losses, foreign tax rate differences and non-deductible expenses.

Current wording

The provision for income taxes for the six months ended June 30, 2025 was $0.4 million on $2.1 million of pre-tax loss, compared to a provision for income tax of $0.2 million on $3.2 million of pre-tax loss for the same period in 2024. The effective tax rates for the six months ended June 30, 2025 and 2024 were negative 18% and negative 5%, respectively. For the six months ended June 30, 2025, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to pretax losses for which no tax benefit can be recognized, foreign tax rate differences, and non-deductible expenses. For the six months ended June 30, 2024, the effective tax rates differed from the U.S. Federal statutory rate of 21% primarily due to

Previous wording

Net loss was $1.8 million for the three months ended March 31, 2025, compared to net loss of $2.9 million for the three months ended March 31, 2024, a decrease in net loss of $1.1 million. Basic and diluted loss per share were both $0.59 for the three months ended March 31, 2025, compared to basic and diluted loss per share of $0.95 for the same period in 2024.

Current wording

Net loss was $0.7 million for the three months ended June 30, 2025, compared to net loss of $0.4 million for the three months ended June 30, 2024, an increase in net loss of $0.2 million. Basic and diluted loss per share were both $0.23 for the three months ended June 30, 2025, compared to basic and diluted loss per share of $0.15 for the same period in 2024.

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Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

Total adjusted net revenue as a percentage of revenue was 39% for the six months ended June 30, 2025, compared 32% for the same period in 2024. The increase in total adjusted net revenue as a percentage of revenue was attributed to a greater mix of higher margin RPO revenue to contracting revenue.

Current report — wording carried from elsewhere

For the six months ended June 30, 2025, operating loss was $1.1 million, compared to operating income of $0.5 million for the same period in 2024, and EBITDA loss was $1.3 million, or 11% of revenue, compared to EBITDA of $0.5 million, or 4% of revenue, for the same period in 2024.

Current report — wording carried from elsewhere

changes in valuation allowances in the U.S. and certain foreign jurisdictions, which reduces or eliminates the effective tax rate on current year profits or losses, foreign tax rate differences, and non-deductible expenses. The current year-to-date effective tax rate differs significantly from the prior period effective tax rate primarily due to the interaction of rate reconciliation items, including changes in valuation allowance.

Current report — wording carried from elsewhere

Net loss was $2.4 million for the six months ended June 30, 2025, compared to net loss of $3.3 million for the same period in 2024, a decrease in net loss of $0.9 million. Basic and diluted loss per share were $0.82 for the six months ended June 30, 2025, compared to basic and diluted loss per share of $1.10, for the same period in 2024.

Current report — wording carried from elsewhere

likely to be asserted, and it evaluates its liabilities in light of the prevailing circumstances. Changes in the behavior of third parties could cause the Company to change its view of the likelihood of a claim and what might constitute a trend. Employment laws vary in the markets in which we operate, and in some cases, employees and former employees have extended periods during which they may bring claims against the Company.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Financial Performance Highlights for the Three Months Ended March 31, 2025

Previous report — wording carried elsewhere

The Company operates on a global basis, with the majority of its revenue generated outside of the U.S. Accordingly, fluctuations in foreign currency exchange rates can affect the Company’s results of operations. For the discussion of reportable segment results of operations, the Company uses constant currency information. Constant currency compares financial results