Star Equity Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout 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.
Sep 30, 2025 · Filed Nov 14, 2025
STRR$9.12-4.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001210708-25-000131
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 181 previous paragraphs and 184 current paragraphs.
56 unchanged; 45 reworded; 82 added; 77 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 15 previous and 19 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 (82)
Current report
Star Equity Holdings, Inc. (“Star,” the “Company,” “we,” “our”, formerly known as Hudson Global Inc. ("Hudson")) is a diversified multi-industry holding company with four divisions. Our Building Solutions division, is our largest division and operates in the construction industry. Our Business Services division delivers Recruitment Process Outsourcing (“RPO”) services consisting of recruitment and contracting solutions tailored to the individual needs of primarily mid-to-large multinational companies. Our Energy Services division consists of Alliance Drilling Tools, Inc. (“ADT’). In addition, we have an Investments segment, which holds and manages certain of our corporate-owned real estate, and manages internally-funded, concentrated minority investments in a small number of public companies.
Current report
Amendment to Certificate of Incorporation
Current report
On September 4, 2025, Star filed a certificate of amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as Amended (the “Charter”), to change the name of the Company from Hudson Global, Inc. to Star Equity Holdings, Inc. (the “Name Change”). The Name Change was approved by the Company’s Board of Directors (the “Board”) on September 2, 2025, and became effective at 12:01 a.m. (Eastern Time) on September 5, 2025.
Current report
Merger
Current report
On August 22, 2025, Star completed its previously announced acquisition of Star Operating Companies, Inc. ("SOC" or "Star Operating Companies", formerly known as Star Equity Holdings, Inc.) pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the “Merger Agreement”), by and among Star, SOC and HSON Merger Sub, Inc., a wholly owned subsidiary of Star (“Merger Sub”). Upon the terms and subject to the conditions of the Merger Agreement, on August 22, 2025, at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into SOC, with SOC continuing as the surviving corporation of the Merger under the name “Star Operating Companies, Inc." as a wholly owned subsidiary of Star. Capitalized terms used herein but not defined have the meanings set forth in the Merger Agreement.
Current report
Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each share of common stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares as set forth in the Merger Agreement) were automatically converted into the right to receive 0.23 shares of Star common stock and (ii) each share of preferred stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares set forth in the Merger Agreement) were automatically converted into the right to receive one (1) share of Star 10% Series A Cumulative Perpetual preferred stock (“Preferred Stock”). As a result of the Merger, former SOC common stockholders received approximately 744,291 shares of Star common stock for their SOC common shares and former SOC stockholders received approximately 2,690,637 shares of
Current report
Star Series Preferred Stock. No fractional shares of Star common stock were issued in the Merger, and SOC stockholders became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement.
Current report
In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, each award of SOC restricted stock units (“RSUs”) outstanding immediately prior to the Effective Time was converted into Star RSUs issued under the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended (the “Plan”), in accordance with the Merger Agreement.
Current report
Segments
Current report
Our Building Solutions segment is currently made up of the following operating businesses: KBS Builders, Inc. (“KBS”); EdgeBuilder, Inc. (“EdgeBuilder”), and Glenbrook Building Supply, Inc. (“Glenbrook”), with the latter two managed together and referred to jointly as “EBGL,” and Timber Technologies Solutions, Inc. (“TT”). KBS is based in Maine and manufactures modular buildings, typically in the single and multi-family residential segments, servicing principally the New England market. EBGL is based in the Minneapolis-Saint Paul area and principally serves the Upper Midwest region. Together, the EBGL businesses manufacture and deliver structural wall panels and other engineered wood-based products. EBGL also distributes building materials from two lumberyard locations primarily focused on professional builder customers. TT is based outside the Minneapolis-St. Paul area and manufactures glue-laminated timber products (“glulam”) for various end markets and applications, including agriculture, industrial, infrastructure, and building construction (commercial and residential).
Current report
Our Energy Services segment currently consists of ADT, a Wyoming and Texas based provider of drilling tools and services to the Energy industry, a key sector of the economy. ADT is a full-service downhole drilling tool company which provides sale and rental tools in the Oil & Gas, Geothermal, Mining, and Waterwells sectors. ADT is strategically located near premier oilfields in the Rockies, a geothermal and mining hub, and in Midland, TX within the Permian Basin. ADT’s business model allows for the majority of costs, such as freight, repairs, and damages to be passed directly to customers.
Current report
Our Investments segment holds and manages certain of our corporate-owned real estate, including a manufacturing facility in Maine that is leased to KBS and a manufacturing facility in Wisconsin that is leased to TT. The Investments division manages internally-funded, concentrated minority investments in a small number of public companies. It also holds and manages a promissory note and a private equity stake in Catalyst. SOC acquired these interests in May 2023 as a result of the sale of Digirad Health. Our Investments division also holds an investment in Enservco Corporation consisting of an investment in Enservco Common Stock, an investment in Enservco Preferred Stock, and an investment in a call option, all of which were acquired in the third quarter of 2024 and which is discussed in Note 18, Supplementary Balance Sheet Informationto the notes to our accompanying condensed consolidated financial statements.
Current report
Strategy
Current report
Star Equity Holdings, Inc.
Current report
We believe our diversified multi-industry holding company structure allows Star management to focus on capital allocation, strategic leadership, mergers and acquisitions, capital markets, and investor relations, as well as management of our Investments division. Our structure frees up our operating company management teams to focus on their respective businesses, look for organic and bolt-on growth opportunities, and improve operations with less distraction and administrative burden associated with running a public company.
Current report
We continue to explore strategic alternatives to improve our market position and the profitability of our product offerings, generate additional liquidity, and enhance our common stock valuation. We may pursue our goals through organic growth and through strategic alternatives, such as selective acquisitions of businesses, divestitures of assets or businesses, equity offerings, debt financings, or corporate restructuring.
Current report
Operating Business
Current report
We believe that our operating companies are well positioned for growth in large addressable markets. The key elements of our growth strategy include the following:
Current report
•Organic growth from our core businesses. We believe that we operate in markets and geographies that will allow us to continue to grow our core businesses, allowing us to benefit from our scale and strengths. We plan to focus our efforts on markets in which we already have a presence in order to leverage the personnel, infrastructure, and brand recognition we have in these areas.
Current report
•Introduction of new services. In the Building Solutions division, we will consider opportunities to augment our service offerings to better serve our customer base. We have done this in the New England market with our entry into the commercial multi-family segment. Other areas might include logistics, on-site installation, and manufacturing of sub-components.
Current report
•Acquisition of complementary businesses. We plan to continue to look at complementary businesses that meet our acquisition growth criteria. We believe there are many potential small public and private targets that can be acquired over time and integrated into our platform. We will also look at larger, more transformational mergers and acquisitions if we believe the appropriate mix of value, risk, and return is present for our stockholders. The timing of these potential transactions will always depend on market conditions, available capital, and valuation. In general, we want to be “value” buyers, and will not pursue any transaction unless we believe the post-transaction potential value is high for stockholders.
Current report
The target customers for our Building Solutions division include professional home builders, general contractors, project owners, developers, and design firms. Despite a higher interest rate environment, we are continuing to see significant demand for our products, although there have been execution delays as customers secure and finalize project financing. We have benefited from implementing both price increases and margin protection language in our contracts, and these changes have had a positive effect on our profitability. We have experienced slower business activity over the last four quarters and related lower revenues, but believe this slowdown is temporary. Our sales pipelines continue to indicate strong potential demand for our services, but we can give no assurances as to our ability to compete for these opportunities, or the periods during which successfully negotiated projects will be completed.
Current report
Trends and Drivers
Current report
The Modular Building Institute has estimated that permanent modular construction increased as a percentage of the construction industry from 2.14% in 2015 to 6.64% as of the end of 2023. In turn, in our Building Solutions division, we continue to see a greater acceptance of offsite or prefab construction in single-family and multi-family residential building projects in our target markets. Our modular units and structural wall panels offer builders a number of benefits over traditional onsite or “stick built” construction. These include shorter time to market, higher quality, reduced waste, and potential cost savings. Additionally, technological advancements including 3D modeling software and developments in engineered wood products offer greater design flexibility for higher-end applications. The need for more affordable housing solutions also presents opportunities for the continued growth of factory-built housing.
Current report
The demand for our Energy Services offerings is tied in part to oil and gas prices, drilling activity, and capital expenditures by E&P companies. In June 2025, Baker Hughes reported that the total U.S. rig count was down 4% year-over-year.
Current report
Risks arising from global economic instability and conflicts, wars, and health crises could impact our business. In addition, the inflation caused by such events may impact demand for our products and services and our cost to provide products and services.
Current report
•On a constant currency basis, the Company’s revenue increased $11.2 million, or 30.5%, primarily due to the impact of revenue from the Star Operating Companies, which contributed 30 percentage points to the revenue growth.
Current report
• Gross profit was $20.6 million for the three months ended September 30, 2025, compared to $18.6 million million for the same period in 2024, an increase of $2.0 million, or 10.9%. The increase in gross profit was driven by the acquisition of Star Operating Companies, which increased gross profit growth by 11 percentage points.
Current report
•On a constant currency basis, gross profit increased $1.9 million, or 10.4%, due to the impact of the Star Operating Companies, which contributed 11 percentage points to the gross profit growth.
Current report
• Revenue was $115.4 million for the nine months ended September 30, 2025, compared to $106.5 million for the same period in 2024, an increase of $8.9 million, or 8.4%. The increase in revenue was principally driven by the inclusion of revenues from the Star Operating Companies acquisition, which contributed 10 percentage points to the revenue growth.
Current report
•On a constant currency basis, the Company’s revenue increased $10.0 million, or 9.5%, primarily due to the impact of revenue from the Star Operating Companies, which contributed 10 percentage points to the revenue growth.
Current report
• Gross profit was $55.7 million for the nine months ended September 30, 2025, compared to $52.5 million for the same period in 2024, an increase of $3.1 million, or 5.9%. The increase in gross profit was driven by the acquisition of Star Operating Companies, which increased gross profit growth by 4 percentage points.
Current report
•On a constant currency basis, gross profit increased $3.2 million, or 6.1%, due to the impact of the Star Operating Companies, which contributed 4 percentage points to the gross profit growth.
Current report
• SG&A and Non-Op was $58.5 million for the nine months ended September 30, 2025, compared to $55.5 million for the same period in 2024. The acquisition of Star Operating Companies increased SG&A and Non-Op by $2.2 million, which contributed 4 percentage points to the increase.
Current report
• Net loss was $4.2 million for the nine months ended September 30, 2025, compared to net loss of $4.2 million for the same period in 2024, for a slight increase in net loss. On a constant currency basis, net loss increased $0.1 million.
Current report
Building Solutions (reported currency)
Current report
Revenue - Building Solutions
Current report
For the three and nine months ended September 30, 2025, Building Solutions contributed $9.6 million to the Company's revenue. Performance during the period reflects continued recovery from macroeconomic headwinds and severe Midwest flooding impacting the sector last year, which delayed project starts and impacted activity levels. Improved market conditions and consistent execution supported increased activity across the division, supported by a healthy backlog and stronger project delivery momentum. While broader demand trends improved, residential activity remains slower than anticipated as homeowners and developers continue to navigate financing and timing uncertainty.
Current report
Gross Profit - Building Solutions
Current report
For the three and nine months ended September 30, 2025, Building Solutions contributed $1.7 million to the Company's gross profit. Performance during the period reflects broad-based activity across the division, with higher volumes and an improved project mix supporting stronger absorption. This was supported by disciplined execution on project scope, scheduling, and cost management, alongside sustained project activity across key workflows. Residential activity continued to lag, moderating margin expansion relative to other segments.
Showing the first 40 of 82 passages. Open the source sections for the rest.
Removed paragraphs (77)
Previous report
The Company’s objective is to increase value to the Company’s stockholders by providing global Recruitment Process Outsourcing (“RPO”) solutions to customers. With direct operations in fifteen countries and relationships with specialized professionals and organizations around the globe, the Company brings a strong ability to match talent with opportunities by assessing, recruiting, developing, and engaging highly successful people for the Company’s clients. The Company combines broad geographic presence, world-class talent solutions and a tailored, consultative approach to help businesses and professionals achieve maximum performance. The Company seeks to continually upgrade its service offerings and delivery capability tools to make the Company and candidates more successful in achieving clients’ business requirements.
Previous report
The Company’s proprietary frameworks, assessment tools, and leadership development programs, coupled with its global footprint, allow the Company to design and implement regional and global outsourced recruitment solutions that the Company believes greatly enhance the quality and efficiency of its clients’ hiring.
Previous report
To meet the Company’s objective, the Company engages in the following initiatives:
Previous report
•Facilitating growth and development of the global RPO business through strategic investments in people, innovation, and technology;
Previous report
•Building and differentiating the Company’s brand through its unique outsourcing solutions offerings; and
Previous report
•Improving the Company’s cost structure and efficiency of its support functions and infrastructure.
Previous report
Pending Merger
Previous 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.
Previous 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.
Previous report
Economic conditions in most of the world’s major markets continued to slow down throughout 2024. Higher than expected inflation in most markets and rising interest rates have led to significant market disruption, including further wage inflation, increased operating costs, staffing challenges, reduced consumer confidence, and limited capital market accessibility that impact our business. In addition, in connection with the challenging business environment, some of our customers have reduced demand, and certain other customers have eliminated our services on a temporary or permanent basis. These conditions and expected future inflation and potential interest rate increases could have material adverse impacts on various aspects of our business in the future.
Previous report
The continued economic uncertainty has also resulted in volatility in global currencies. Stronger foreign currencies in other markets compared to the U.S. dollar during a reporting period cause local currency results of the Company’s foreign operations to be translated into more U.S. dollars.
Previous report
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 report
◦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 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%.
Previous report
◦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 report
•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 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.
Previous 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%.
Previous 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.
Previous 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.
Previous 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.
Previous report
Americas (reported currency)
Previous report
Revenue - Americas
Previous report
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 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.
Previous report
Adjusted Net Revenue - Americas
Previous report
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 report
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 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.
Previous report
SG&A and Non-Op -Americas
Previous 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.
Previous 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.
Previous report
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 report
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 report
Asia Pacific (constant currency)
Previous report
Revenue - Asia Pacific
Previous report
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 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.
Previous 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.
Previous report
Adjusted net revenue - Asia Pacific
Showing the first 40 of 77 passages. Open the source sections for the rest.
Reworded paragraphs (45)
Previous wording
Europe, Middle East, and Africa ("EMEA") (constant currency)
Current wording
Our Business Services segment delivers Recruitment Process Outsourcing (“RPO”) services consisting of recruitment and contracting solutions tailored to the individual needs of primarily mid-to-large multinational companies. The Company operates directly in fifteen countries with three reportable geographic business segments: the Americas, Asia Pacific, and Europe, Middle East, and Africa ("EMEA"). The Company’s RPO delivery teams utilize recruitment process methodologies and project management expertise to meet clients’ ongoing business needs. The Company’s RPO services include complete recruitment outsourcing, project-based outsourcing, contingent workforce solutions, and recruitment consulting for clients’ permanent staff hires. Hudson’s RPO services leverage the Company’s consultants, supported by the Company’s specialists, in the delivery of its proprietary methods to identify, select, and engage the best-fit talent for critical client roles. In addition, RPO clients receive a range of outsourced professional contract staffing services and managed service provider services offered sometimes on a standalone basis and sometimes as part of a blended total talent solution. These services draw upon a combination of specialized recruiting and project management competencies to deliver a wide range of solutions. Hudson RPO-employed professionals - either individually or as a team - are placed with client organizations for a defined period of time based on specific business needs of the client. With direct operations in fifteen countries and relationships with specialized professionals and organizations around the globe, Business Services brings a strong ability to match talent with opportunities by assessing, recruiting, developing, and engaging highly successful people for client support.
Previous wording
We continue to explore all strategic alternatives to maximize value for the Company’s stockholders, including without limitation, improving the market position and profitability of our services in the marketplace, and enhancing our valuation. We may pursue our goals through organic growth, strategic initiatives, or other alternatives. Additionally, we will continue to monitor capital markets for opportunities to repurchase shares, and consider other actions designed to enhance value to our stockholders, as well as review information regarding potential acquisitions or combinations, both within the RPO business line as well as other businesses, and provide information to third parties regarding potential dispositions of assets or business lines, from time to time.
Current wording
We continue to explore all strategic alternatives to maximize value for the Company’s stockholders, including without limitation, improving the market position and profitability of our services in the marketplace, and enhancing our valuation. We may pursue our goals through organic growth, strategic initiatives, or other alternatives. Additionally, we will continue to monitor capital markets for opportunities to repurchase shares, and consider other actions designed to enhance value to our stockholders, as well as review information regarding potential acquisitions or combinations, and provide information to third parties regarding potential dispositions of assets or business lines, from time to time.
Previous wording
This MD&A discusses the results of the Company’s business for the three and six months ended June 30, 2025 and 2024.
Current wording
This MD&A discusses the results of the Company’s business for the three and nine months ended September 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 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.
Current wording
In our Business Services division, 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 three quarters of 2025, the market conditions remained challenging due to persistent inflation, market uncertainty related to trade disruptions, and decreased demand for labor in certain markets. We anticipate that these challenging market conditions will continue into the final quarter of 2025.
Previous wording
Summary of Financial Performance Highlights for the Three Months Ended
Current wording
Summary of Financial Performance Highlights For The Three Months Ended September 30, 2025
Previous wording
•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 wording
• Revenue was $48.0 million for the three months ended September 30, 2025, compared to $36.9 million for the same period in 2024, an increase of $11.1 million, or 30.1%. The increase in revenue was principally driven by the inclusion of revenues from the Star Operating Companies acquisition, which contributed 30 percentage points to the revenue growth.
Previous wording
•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 wording
• Selling, general and administrative expenses (including salaries and related expenses) and other non-operating income (expense) (“SG&A and Non-Op”) was $21.8 million for the three months ended September 30, 2025, compared to $18.9 million for the same period in 2024, an increase of $2.9 million, or 15.5%. The acquisition of Star Operating Companies increased SG&A and Non-Op by $2.2 million, which contributed 11 percentage points to the increase.
Previous 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.
Current wording
•On a constant currency basis, SG&A and Non-Op increased $2.9 million, or 15.2%, as compared to the same period in 2024. SG&A and Non-Op as a percentage of revenue was 45.5% for the three months ended September 30, 2025, compared to 51.5% for the same period in 2024.
Previous wording
•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 wording
• EBITDA loss was $0.9 million for the three months ended September 30, 2025, compared to EBITDA loss of $0.3 million for the same period in 2024, an increase in EBITDA loss of $0.6 million. On a constant currency basis, EBITDA loss also increased $0.6 million.
Previous 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.
Current wording
• Net loss was $1.8 million for the three months ended September 30, 2025, compared to net loss of $0.8 million for the same period in 2024, an increase in net loss of $0.9 million. On a constant currency basis, net loss also increased $0.9 million.
Previous wording
Summary of Financial Performance Highlights for the Six Months Ended
Current wording
Summary of Financial Performance Highlights For The Nine Months Ended September 30, 2025
Previous wording
◦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 wording
•On a constant currency basis, SG&A and Non-Op increased $3.2 million, or 5.8%, as compared to the same period in 2024. SG&A and Non-Op as a percentage of revenue was 50.7% for the nine months ended September 30, 2025, compared to 52.5% for the same period in 2024.
Previous 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.
Current wording
• EBITDA loss was $2.6 million for the nine months ended September 30, 2025, compared to EBITDA loss of $3.0 million for the same period in 2024, for a decrease of $0.4 million in EBITDA loss. On a constant currency basis, EBITDA loss decreased $0.3 million.
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 and six months ended June 30, 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 nine months ended September 30, 2025 and 2024.
Previous wording
(a)Represents Revenue less the Direct contracting costs and reimbursed expenses caption on the Condensed Consolidated Statements of Operations.
Current wording
(a)Represents Revenue less the Cost of revenues caption on the Condensed Consolidated Statements of Operations.
Previous 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.
Current wording
For the three months ended September 30, 2025, RPO revenue increased $0.3 million, or 2%, while contracting revenue increased slightly compared to 2024, as discussed below.
Previous wording
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 wording
In the Americas, revenue increased increased $0.3 million, or 4%, for the three months ended September 30, 2025, compared to the same period in 2024. The increase was primarily driven by RPO revenue, which increased $1.1 million, or 19%, driven by higher demand from existing clients, while contracting revenue decreased $0.8 million, or 46%, due to reduced demand from existing clients.
Previous 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.
Current wording
In Asia Pacific, revenue increased $1.5 million, or 7%, for the three months ended September 30, 2025, compared to the same period in 2024. RPO revenue increased $0.7 million, or 9%, while contracting revenue increased $0.8 million, or 6%, due to higher demand from existing clients.
Previous wording
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 wording
For the nine months ended September 30, 2025, contracting revenue decreased by $0.8 million, or 2%, while RPO revenue declined by $0.1 million, as discussed below.
Previous wording
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 wording
In Americas, gross profit increased by $0.4 million, or 5%, for the three months ended September 30, 2025, compared to the same period in 2024. The growth was primarily driven by a $0.5 million, or 8%, increase in RPO gross profit, partially offset by a decrease in contracting gross profit of $0.8 million, or 46%, compared to 2024.
Previous 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.
Current wording
Total gross profit as a percentage of revenue was 51% for the nine months ended September 30, 2025, compared to 50% for the same period in 2024. The increase in total gross profit as a percentage of revenue was attributed to a greater mix of higher margin RPO revenue to contracting revenue.
Previous 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.
Current wording
For the three months ended September 30, 2025, SG&A and Non-Op decreased $0.1 million, or 1%, compared to the same period in 2024, while SG&A and Non-Op as a percentage of revenue decreased from 49% to 48%. The decrease in SG&A and No-Op was primarily due to lower compensation costs.
Previous wording
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 wording
For the nine months ended September 30, 2025, SG&A and Non-Op increased $0.3 million, or 1%, compared to the same periods in 2024, while SG&A and Non-Op as a percentage of revenue increased from 49% to 50%. The increase in SG&A and No-Op was primarily due to higher professional fees, partly offset by compensation costs.
Previous 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.
Current wording
For the three months ended September 30, 2025, operating income was $0.7 million, compared to operating income of $0.8 million in 2024, and EBITDA was $0.8 million, or 2% of revenue, compared to EBITDA of $0.7 million, or 2% of revenue, in 2024.
Previous wording
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 wording
For the nine months ended September 30, 2025, operating income was $1.6 million, compared to operating income of $0.4 million in 2024, and EBITDA was $1.3 million, or 1% of revenue, compared to EBITDA of $0.3 million, or 0% of revenue, in 2024. The increases in operating income and EBITDA were principally due to the increase in gross profit, as described above.
Previous wording
Operating (Loss) Income and EBITDA -Americas
Current wording
Operating (Loss) Income and EBITDA - Investments
Previous 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.
Current wording
Corporate expenses were $2.4 million for the three months ended September 30, 2025 as compared to $1.0 million for the same period in 2024, representing an increase of $1.4 million. The increase in corporate expenses was primarily due to higher professional fees, partially offset by investment-related income. The acquisition of Star Operating Companies contributed $0.5 million to corporate expenses in the quarter.
Previous wording
For the six months ended June 30, 2025, corporate expenses were $2.1 million compared to $2.3 million for the same period in 2024, a decrease of $0.1 million. The decrease was primarily due to higher corporate allocations, investment-related income partially offset by higher professional fees.
Current wording
For the nine months ended September 30, 2025, corporate expenses were $4.5 million compared to $3.2 million for the same period in 2024, an increase of $1.2 million. The increase was primarily due to higher professional fees and the acquisition of Star Operating Companies.
Previous 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.
Current wording
Depreciation and amortization expense included in operating expenses was $0.4 million and $0.9 million for the three and nine months ended September 30, 2025, compared to $0.4 million and $1.0 million for the same periods in 2024, respectively. Depreciation and amortization expense included in cost of revenues was $0.3 million for the three and nine months ended September 30, 2025.
Previous wording
Interest (expense) income, net was $0.1 million for each of the three and six months ended June 30, 2025, compared to other expense of $0.1 million and $0.2 million for the same periods in 2024. During the second quarter of 2025, the Company earned $0.1 million of dividend income, which was recorded in Interest (expense) Income, net, from its investment in a short-term U.S. Treasury securities fund, which replaced a prior interest-bearing investment.
Current wording
Interest income, net was $0.1 million and $0.2 million for the three and nine months ended September 30, 2025, respectively, compared to net interest income of $0.1 million and $0.3 million for the same periods in 2024. During the second quarter of 2025, the Company earned $0.1 million of dividend income, which was recorded in Interest (expense) income, net, from its investment in a short-term U.S. Treasury securities fund, which replaced a prior interest-bearing investment.
Previous 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.
Current wording
Net other income was $0.0 million and net other expense was $0.2 million for the three and nine months ended September 30, 2025, respectively, compared to net other expense of $0.2 million and $0.3 million for the same periods in 2024.
Previous 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
Current wording
The provision for income taxes for the nine months ended September 30, 2025 was $0.6 million on $3.6 million of pre-tax loss, compared to a provision for income tax of $0.5 million on $3.7 million of pre-tax loss for the same period in 2024. The effective tax rates for the nine months ended September 30, 2025 and 2024 were negative 17% and negative 12%, respectively. For the nine months ended September 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 nine months ended September 30, 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. 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.
Previous 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.
Current wording
Net loss was $1.8 million for the three months ended September 30, 2025, compared to net loss of $0.8 million for the three months ended September 30, 2024, an increase in net loss of $0.9 million. Basic and diluted loss per share were both $0.54 for the three months ended September 30, 2025, compared to basic and diluted loss per share of $0.28 for the same period in 2024.
Previous wording
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 wording
Net loss was $4.2 million for the nine months ended September 30, 2025, compared to net loss of $4.2 million for the same period in 2024, for a slight increase in net loss. Basic and diluted loss per share were $1.37 for the nine months ended September 30, 2025, compared to basic and diluted loss per share of $1.39, for the same period in 2024.
Previous wording
As of June 30, 2025, cash and cash equivalents and restricted cash totaled $17.5 million, compared to $17.7 million as of December 31, 2024. The following table summarizes the Company’s cash flow activities for the six months ended June 30, 2025 and 2024:
Current wording
As of September 30, 2025, cash and cash equivalents and restricted cash totaled $18.5 million, compared to $17.7 million as of December 31, 2024. The following table summarizes the Company’s cash flow activities for the nine months ended September 30, 2025 and 2024:
Previous wording
For the six months ended June 30, 2025, net cash used in operating activities was $0.7 million, compared to $6.1 million during the same period in 2024, resulting in a $5.4 million decrease in net cash used. The improvement was driven by more favorable working capital comparisons to the prior year, coupled with a lower net loss in 2025.
Current wording
For the nine months ended September 30, 2025, net cash used in operating activities was $3.4 million, compared to $4.8 million during the same period in 2024, resulting in a $1.4 million decrease in net cash used. The improvement was driven by more favorable working capital comparisons to the prior year.
Previous wording
For the six months ended June 30, 2025, net cash provided by investing activities was $0.0 million compared to $1.1 million of net cash provided by investing activities in 2024. Net cash provided by investing activities in 2024 reflects cash received from benefit payouts of $1.1 million.
Current wording
For the nine months ended September 30, 2025, net cash provided by investing activities was $6.2 million compared to $1.1 million of net cash provided by investing activities in 2024. Net cash provided by investing activities in 2025 primarily reflects cash received in connection with the acquisition of Star Operating Companies of $7.0 million. Net cash provided by investing activities in 2024 reflects cash received from benefit payouts of $1.1 million.
Previous wording
For the six months ended June 30, 2025, net cash used in financing activities was $0.0 million, compared to net cash used in financing activities of $2.6 million in 2024. The decrease in net cash used was attributed to prior year repurchases of shares of common stock of $2.6 million in 2024, including cash paid for tax withholdings.
Current wording
For the nine months ended September 30, 2025, net cash used in financing activities was $2.6 million, compared to net cash used in financing activities of $3.0 million in 2024. The decrease in net cash used was attributed to net proceeds from borrowings of $0.3 million, as well as lower repurchases of shares of common stock of $2.9 million in the current year, including cash paid for tax withholdings, compared to $3.0 million in 2024.
Previous wording
As of June 30, 2025, the Company had cash and cash equivalents on hand of $16.8 million. The Company also has the capability to borrow an additional 4 million Australian dollars under the NAB Facility Agreement. Other than as described above, the Company has no financial guarantees, outstanding debt or other lease agreements or arrangements that could trigger a requirement for an early payment or that could change the value of our assets. The Company believes that it has sufficient liquidity to satisfy its needs through at least the next 12 months, based on the Company’s financial position as of June 30, 2025. The Company’s near-term cash requirements during 2025 are primarily related to the funding of the Company’s operations.
Current wording
As of September 30, 2025, the Company had cash and cash equivalents on hand of $15.4 million, as well as our lines of credit and other debt instruments. Other than as described above, the Company has no financial guarantees, outstanding debt or other lease agreements or arrangements that could trigger a requirement for an early payment or that could change the value of our assets. The Company believes that it has sufficient liquidity to satisfy its needs through at least the next 12 months, based on the Company’s financial position as of September 30, 2025. The Company’s near-term cash requirements during 2025 are primarily related to the funding of the Company’s operations.
Previous wording
As of June 30, 2025, $8.8 million of the Company’s cash and cash equivalents noted above were held in the U.S. and the remainder were held outside the U.S., primarily in Australia ($3.0 million), the U.K. ($1.6 million), Hong Kong ($0.9 million), Philippines ($0.9 million), Singapore ($0.7 million), and India ($0.4 million). The majority of the Company’s offshore cash is available to it as a source of funds, net of any tax obligations or assessments.
Current wording
As of September 30, 2025, $11.2 million of the Company’s cash and cash equivalents noted above were held in the U.S. and the remainder were held outside the U.S., primarily in Philippines ($0.9 million), Australia ($0.7 million), Singapore ($0.6 million), the U.K. ($0.5 million), Hong Kong ($0.5 million), and India ($0.3 million). The majority of the Company’s offshore cash is available to it as a source of funds, net of any tax obligations or assessments.
Showing the first 40 of 45 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Operating (Loss) Income and EBITDA - Building Solutions
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Previous report — wording carried 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.
Previous report — wording carried 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.