Summary of Hudson Global and STAR Equity Holdings Merger Announcement Conference Call Industry and Companies Involved - **Companies**: Hudson Global and STAR Equity Holdings - **Industry**: Staffing and Recruitment Services Core Points and Arguments 1. **Merger Announcement**: Hudson and STAR signed a definitive merger agreement to form a new company, NewCo, through a stock-for-stock transaction where STAR shareholders will receive 0.23 shares of Hudson for each STAR share held [4][5] 2. **Ownership Structure**: Post-merger, Hudson shareholders will own approximately 79% of NewCo, while STAR shareholders will own about 21% [5] 3. **Financial Projections**: NewCo is expected to have pro forma annualized revenue exceeding $200 million and aims for annualized cost savings of at least $2 million within 12 months of the merger [6] 4. **Growth Goals**: NewCo targets reaching $40 million in adjusted EBITDA by February 2030, based solely on organic growth [7] 5. **Operational Segments**: NewCo will consist of four reporting segments: Building Solutions, Business Services, Energy Services, and Investments [7] 6. **Market Capitalization Benefits**: The merger is expected to improve stock trading liquidity and market capitalization, facilitating a potential addition to the Russell 2000 Index [6] 7. **NOL Utilization**: NewCo will better utilize Hudson's substantial federal net operating losses (NOL) compared to Hudson operating independently [7][17] Additional Important Content 1. **Cost Savings**: The merger is anticipated to eliminate duplicative costs associated with being a public company, potentially leading to greater cost savings than initially projected [14][15] 2. **Acquisition Strategy**: STAR's strategy focuses on acquiring businesses to complement existing platforms and establish new growth avenues, with a history of successful acquisitions [9][38] 3. **Operational Continuity**: Hudson RPO will maintain its day-to-day operations without disruption, focusing on customer service and growth orientation [11][20] 4. **Shareholder Approval**: A majority vote from both companies' shareholders is required for the merger to proceed, with a timeline expected in Q3 2025 [22][28] 5. **Dividends**: STAR's preferred stock will continue to pay dividends post-merger, with no changes expected for preferred shareholders [59][60] 6. **Market Dynamics**: The merger aims to address the challenges of being a microcap company, which often leads to illiquidity and undervaluation in the market [55] This summary encapsulates the key points discussed during the conference call, highlighting the strategic rationale behind the merger, financial expectations, and operational plans for the newly formed entity.

Proposed Merger (Nasdaq: HSON) (Nasdaq: STRR, STRRP) Proposed Merger Expected to Increase Scale, Accelerate Growth, and Create Value for Stockholders May 21, 2025 FORWARD-LOOKING STATEMENTS "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this presentation that are not statements of historical fact are hereby identified as "for ...

Revenue Performance - Revenue for the three months ended March 31, 2025, was $31.9 million, a decrease of $2.0 million, or 6.0%, compared to $33.9 million in the same period in 2024[134] - Adjusted net revenue increased to $16.4 million for the three months ended March 31, 2025, compared to $16.3 million for the same period in 2024, reflecting a growth of $0.1 million, or 0.4%[134] - Contracting revenue in the Americas increased by $0.9 million, or 483%, while RPO revenue decreased by $0.1 million, or 1%, compared to the same period in 2024[143] - The company reported a decrease in contracting revenue of $1.3 million, or 7.2%, on a constant currency basis, partially offset by a $0.2 million, or 1.1%, increase in RPO revenue[134] - For the three months ended March 31, 2025, adjusted net revenue in the Americas was $6.0 million, an increase of $0.2 million or 3% compared to $5.8 million in 2024[144] - In Asia Pacific, total revenue decreased by $1.5 million, or 7%, to $19.1 million for the three months ended March 31, 2025, compared to $20.6 million in 2024[149] - Adjusted net revenue in Asia Pacific increased by $0.9 million, or 14%, to $7.2 million for the three months ended March 31, 2025, compared to $6.3 million in 2024[152] - In EMEA, adjusted net revenue decreased by $0.7 million, or 19%, to $3.2 million for the three months ended March 31, 2025, compared to $3.9 million in 2024[162] Expense Management - SG&A and Non-Op expenses decreased to $17.9 million for the three months ended March 31, 2025, down $1.1 million, or 5.8%, from $19.0 million in the same period in 2024[134] - SG&A and Non-Op expenses in the Americas decreased by $0.5 million, or 8%, to $6.2 million for the three months ended March 31, 2025, compared to $6.7 million in 2024[146] - SG&A and Non-Op expenses in EMEA increased by $0.2 million, or 5%, to $3.8 million for the three months ended March 31, 2025, compared to $3.7 million in 2024[165] Profitability and Loss - EBITDA loss improved to $1.5 million for the three months ended March 31, 2025, compared to a loss of $2.7 million for the same period in 2024, a decrease in loss of $1.2 million[134] - Net loss for the three months ended March 31, 2025, was $1.8 million, a reduction of $1.1 million from a net loss of $2.9 million in the same period in 2024[134] - The operating loss in the Americas improved to $0.2 million for the three months ended March 31, 2025, a reduction of $0.9 million or 82% from the operating loss of $1.2 million in 2024[147] - The EBITDA loss in the Americas improved to $0.1 million for the three months ended March 31, 2025, a reduction of $0.7 million or 84% from the EBITDA loss of $0.9 million in 2024[147] - For the three months ended March 31, 2025, operating loss was $0.5 million, a decrease from operating income of $0.3 million in the same period in 2024, representing a change of (293)%[167] - EBITDA loss for the same period was $0.6 million, or 11% of revenue, compared to an EBITDA loss of $0.3 million, or 4% of revenue in 2024, indicating a change of (338)%[167] - Basic and diluted loss per share were both $0.59 for the three months ended March 31, 2025, down from $0.95 in the same period in 2024[172] Cash and Liquidity - Cash, cash equivalents, and restricted cash totaled $17.2 million as of March 31, 2025, a slight decrease from $17.7 million as of December 31, 2024[173] - Net cash used in operating activities was $0.8 million for the three months ended March 31, 2025, a decrease of $1.0 million from $1.8 million used in the same period in 2024[174] - As of March 31, 2025, the Company had cash and cash equivalents on hand of $16.6 million, with $6.8 million held in the U.S.[179][180] - The Company expects to make capital expenditures of less than $0.5 million for the full year 2025[179] - The Company has the capability to borrow an additional 4 million Australian dollars under the NAB Facility Agreement[179] - There were no off-balance sheet arrangements that could materially affect the Company's financial condition as of March 31, 2025[181] Market Outlook and Strategic Initiatives - The company anticipates continued challenging market conditions into the next quarter of 2025 due to persistent inflation and higher interest rates[129] - The company is exploring strategic alternatives to maximize shareholder value, including potential acquisitions and share repurchases[125] - The company aims to enhance its service offerings and delivery capabilities to improve client satisfaction and operational efficiency[124] - In Asia, revenue increased by $0.9 million, or 29%, for the three months ended March 31, 2025, compared to the same period in 2024, driven by higher demand from existing clients[151] - Total adjusted net revenue as a percentage of revenue in the Americas decreased to 87% for the three months ended March 31, 2025, down from 97% in 2024, attributed to a lower mix of RPO to contracting revenue[145]

Hudson Global (HSON) Q1 2025 Earnings Call May 13, 2025 10:00 AM ET Company Participants Jeffrey Eberwein - CEOMatt Diamond - CFOJake Zabkowicz - Global CEO of Hudson RPO Conference Call Participants Marc Riddick - Business Services AnalystNone - Analyst Operator Good morning, and welcome to the Hudson Global Conference Call for the First Quarter of twenty twenty five. Our call today will be led by Chief Executive Officer, Jeff Eberwein Chief Financial Officer, Matt Diamond and Global CEO, Hudson RPO, Jake ...

Financial Data and Key Metrics Changes - For Q1 2025, the company reported revenue of $31.9 million, down 3.3% year over year in constant currency, while adjusted net revenue increased to $16.4 million, up 2.2% year over year in constant currency [5] - Adjusted EBITDA for Q1 was a loss of $700,000, an improvement from a loss of $1.5 million a year ago [5] - The net loss was $1.8 million or $0.59 per diluted share, compared to a net loss of $2.9 million or $0.95 per diluted share in the same period last year [5] Business Line Data and Key Metrics Changes - Revenue for the Americas business increased by 15%, with adjusted net revenue up 3% year over year in constant currency [8] - Asia Pacific revenue decreased by 7%, but adjusted net revenue increased by 14% year over year in constant currency [8] - EMEA revenue decreased by 7% year over year in constant currency, with adjusted net revenue down 19% [9] Market Data and Key Metrics Changes - Overall days sales outstanding increased to 56 days as of March 31, 2025, compared to 51 days at December 31, 2024 [10] - The company ended Q1 with $17.2 million in cash, including $700,000 of restricted cash [10] Company Strategy and Development Direction - The company is focusing on a land and expand strategy to enhance geographical reach and service offerings [12] - A new Chief Digital Officer has been appointed to launch a digital division aimed at improving digital capabilities and enterprise strategies [12] - The company secured approximately $20 million of adjusted net revenue from renewals and extensions at existing clients, plus $2.4 million in new logo wins for the quarter [13] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to position itself for strong future growth despite current macroeconomic uncertainties [6] - The management noted that while there was initial momentum entering Q1, uncertainty in the macro environment has created hesitation in hiring demands from clients [20] - The company is optimistic about future growth, particularly in regions like India and Latin America, while facing challenges in the US, China, and the UK [23] Other Important Information - The company has been investing in its capabilities in sales, marketing, and technology to enhance its competitive position [30] - The management is open to share repurchases and is considering various options for cash usage prioritization, including potential acquisitions [31][35] Q&A Session Summary Question: Impact of headlines on client reactions - Management noted that uncertainty in the macro environment has created hesitation in hiring demands from clients, impacting enterprise-level clients [19] Question: Geographic differences in activity levels - Management indicated that there is hesitation across all regions due to macroeconomic impacts, with some resilience seen in pharmaceuticals and financial services [22] Question: Digital launch details - The proprietary digital solution is expected to be available by the end of Q3 or beginning of Q4 2025 [43] Question: Seasonal spikes in renewals and expansions - Management acknowledged cyclical nature in contracts but emphasized ongoing efforts to expand services with existing clients [45] Question: Attrition rate and its implications - Management confirmed that the attrition rate is returning to historical levels, which could be a tailwind for the company [52] Question: Progress since the new CEO's appointment - The CEO expressed satisfaction with the progress made in building capabilities and investing in leadership, aiming to compete at a larger enterprise scale [56]

Company Performance - Hudson Global reported a quarterly loss of $0.46 per share, significantly worse than the Zacks Consensus Estimate of $0.06, representing an earnings surprise of -866.67% [1] - The company posted revenues of $31.87 million for the quarter ended March 2025, missing the Zacks Consensus Estimate by 1.50% and down from $33.89 million a year ago [2] - Over the last four quarters, Hudson Global has surpassed consensus EPS estimates two times and topped consensus revenue estimates just once [2] Stock Movement and Outlook - Hudson Global shares have declined approximately 23.3% since the beginning of the year, contrasting with the S&P 500's decline of -0.6% [3] - The company's earnings outlook is mixed, with current consensus EPS estimates at $0.17 on $34.38 million in revenues for the coming quarter and $0.74 on $138.9 million in revenues for the current fiscal year [7] Industry Context - The Outsourcing industry, to which Hudson Global belongs, is currently ranked in the top 9% of over 250 Zacks industries, indicating a favorable outlook compared to the bottom 50% [8]

Revenue Performance - Revenue for Q1 2025 was $31.9 million, a decrease of 6.0% from Q1 2024, and a 3.3% decrease in constant currency[6] - Total revenue for the three months ended March 31, 2025, was $31,866 million, a decrease of 6.2% from $33,891 million in the same period of 2024[25] - Revenue from the Americas segment was $6,852 million, a decrease of 18% in constant currency compared to $5,994 million in Q1 2024[28] - Asia Pacific revenue was $19,127 million, down from $21,509 million in Q1 2024, representing a constant currency decline of $862 million[28] - EMEA revenue decreased to $5,887 million from $6,388 million in the previous year, a constant currency decline of $53 million[28] Adjusted Net Revenue - Adjusted net revenue increased by 0.4% to $16.4 million compared to Q1 2024, with a 2.2% increase in constant currency[6] - Adjusted net revenue for the same period was $16,398 million, slightly up from $16,330 million year-over-year[25] - Americas revenue increased by 15% to $6.9 million, while adjusted net revenue rose by 3% to $6.0 million compared to Q1 2024[7] - Asia Pacific revenue decreased by 7% to $19.1 million, but adjusted net revenue increased by 14% to $7.2 million compared to the same period last year[8] - EMEA revenue decreased by 7% to $5.9 million, with adjusted net revenue down 19% to $3.2 million compared to Q1 2024[9] Net Loss and Earnings - Net loss for Q1 2025 was $1.8 million, or $0.59 per diluted share, an improvement from a net loss of $2.9 million, or $0.95 per diluted share, in Q1 2024[6] - The net loss for Q1 2025 was $1,756 million, an improvement from a net loss of $2,898 million in Q1 2024[31] - The company reported an adjusted net loss per diluted share of $0.46 for Q1 2025, compared to an adjusted net loss per diluted share of $0.72 in Q1 2024[31] Operational Efficiency - EBITDA loss for Q1 2025 was $1,512 million, compared to a loss of $2,682 million in Q1 2024, indicating a reduction in operational losses[28] - Adjusted EBITDA loss for Q1 2025 was $668 million, compared to a loss of $1,542 million in Q1 2024, reflecting improved operational efficiency[25] - Total selling, general and administrative expenses (SG&A) for Q1 2025 were $17,839 million, down from $18,973 million in Q1 2024, indicating cost control measures[28] Cash and Corporate Costs - Total cash, including restricted cash, was $17.2 million as of March 31, 2025[6] - Corporate costs decreased to $0.9 million in Q1 2025 from $1.0 million in the prior year[11] Share Repurchase Program - The company approved a $5 million share repurchase program, with $2.1 million remaining as of 2024[13] Net Operating Losses - The company has $240 million of usable net operating losses (NOL) in the U.S. as of December 31, 2024, which is considered a valuable asset[14]

Q1 2025 Earnings Call M a y 1 3 , 2 0 2 5 Forward-Looking Statements © 2024 Hudson RPO. All rights reserved. 2 Q1 2025: Consolidated Financial Results US$ in Millions, except EPS | | '+ / - (1) | | CC (2) | Q1 2025 | Q1 2024 | | --- | --- | --- | --- | --- | --- | | Revenue | - | 6.0% | | $31.9 | $33.9 | | | - | 3.3% | CC | | | | Adjusted net revenue | + | 0.4% | | $16.4 | $16.3 | | | + | 2.2% | CC | | | | SG&A(3)(4) | - | 4.5% | | $17.1 | $17.9 | | | - | 2.8% | CC | | | | Adjusted EBITDA(5) | + | 56.7% | | ...

Core Insights - Hudson Global, Inc. reported stronger financial results for Q1 2025 compared to Q1 2024, despite an uncertain overall talent environment due to macro conditions [3][8] - The company is optimistic about future growth, particularly in its Hudson RPO segment, which is expected to outperform peers [3] Financial Performance - Total revenue for Q1 2025 was $31.9 million, a decrease of 6% from Q1 2024, while adjusted net revenue increased slightly by 0.4% to $16.4 million [8] - The net loss for Q1 2025 was $1.8 million, or $0.59 per diluted share, an improvement from a net loss of $2.9 million, or $0.95 per diluted share, in Q1 2024 [8][20] - Adjusted EBITDA loss was $0.7 million, a decrease from an adjusted EBITDA loss of $1.5 million in the same period last year [8] Regional Highlights - **Americas**: Revenue increased by 15% to $6.9 million, with adjusted net revenue up 3% to $6.0 million. EBITDA loss improved to $0.1 million from $0.9 million in the previous year [4] - **Asia Pacific**: Revenue decreased by 7% to $19.1 million, while adjusted net revenue increased by 14% to $7.2 million. EBITDA improved to a profit of $0.3 million from a loss of $0.6 million [5] - **EMEA**: Revenue decreased by 7% to $5.9 million, with adjusted net revenue down 19% to $3.2 million. EBITDA loss was $0.6 million compared to a profit of $0.3 million in the previous year [6] Corporate Costs and Liquidity - Corporate costs for Q1 2025 were $0.9 million, down from $1.0 million in the prior year [9] - The company ended Q1 2025 with $17.2 million in cash, including $0.7 million in restricted cash, and used $0.8 million in cash flow from operations [10] Share Repurchase Program - Hudson Global has a $5 million share repurchase program, with $2.5 million spent in 2024 to buy back 154,084 shares, leaving $2.1 million remaining [11] NOL Carryforward - As of December 31, 2024, Hudson Global had $240 million of usable net operating losses (NOL) in the U.S., which the company considers a valuable asset for stockholders [12]

Group 1 - Hudson Global, Inc. will release its first quarter financial results for the period ended March 31, 2025, before the market opens on May 13, 2025 [1] - A conference call to discuss the financial results will take place on the same day at 10:00 am ET [1] - The call will be accessible via dial-in and a simultaneous webcast on the company's investor relations website [1] Group 2 - Hudson Global, Inc. operates as a leading global total talent solutions provider under the brand name Hudson RPO [2] - The company offers customized recruitment outsourcing and total talent solutions to organizations worldwide [2] - Hudson Global focuses on developing tailored talent solutions to align with clients' strategic growth initiatives [2]