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Resources nection(RGP) - 2025 Q2 - Quarterly Report

Revenue Performance by Segment - Revenue in the On-Demand Talent segment declined by 17.5millionor24.717.5 million or 24.7% to 53.5 million in Q2 FY2025 compared to 70.9millioninQ2FY2024,primarilyduetolowerdemandanda2.870.9 million in Q2 FY2024, primarily due to lower demand and a 2.8% decline in average bill rate[288] - Revenue in the Outsourced Services segment increased by 0.4 million or 4.0% to 9.4millioninQ2FY2025comparedto9.4 million in Q2 FY2025 compared to 9.1 million in Q2 FY2024, driven by a 2.2% increase in average bill rate and a 1.7% increase in billable hours[289] - Revenue in the Europe and Asia Pacific segment declined by 2.1millionor9.62.1 million or 9.6% to 19.7 million in Q2 FY2025 compared to 21.8millioninQ2FY2024,witha3.321.8 million in Q2 FY2024, with a 3.3% decline in average bill rate and a 5.3% decrease in billable hours[308] - Consulting segment revenue increased by 1.6 million (2.7%) to 60.6millioninQ2fiscal2025,drivenbya6.260.6 million in Q2 fiscal 2025, driven by a 6.2% increase in average bill rate[339] - The company's Outsourced Services segment revenue increased by 0.4 million or 2.3% to 18.9millionforthesixmonthsendedNovember23,2024,drivenbya1.518.9 million for the six months ended November 23, 2024, driven by a 1.5% increase in billable hours and a 0.7% increase in average bill rate[289] Adjusted EBITDA Performance by Segment - The Consulting segment's Adjusted EBITDA decreased by 1.2 million or 11.0% to 9.7millioninQ2FY2025,despitea9.7 million in Q2 FY2025, despite a 1.6 million revenue increase, due to higher cost of services and SG&A expenses[311] - The Europe & Asia Pacific segment's Adjusted EBITDA decreased by 0.2millionor13.00.2 million or 13.0% to 1.5 million in Q2 FY2025, driven by a 2.1 million revenue decline partially offset by lower cost of services and SG&A expenses[312] - The Outsourced Services segment's Adjusted EBITDA declined by 0.2 million or 13.0% to 1.5millioninQ2FY2025,primarilyduetoincreasedcostofservices[313]OnDemandTalentsegmentsAdjustedEBITDAdecreasedby1.5 million in Q2 FY2025, primarily due to increased cost of services[313] - On-Demand Talent segment's Adjusted EBITDA decreased by 3.1 million (35.3%) to 5.6millioninQ2fiscal2025,withrevenuedecliningby5.6 million in Q2 fiscal 2025, with revenue declining by 17.5 million[341] - Consulting segment's Adjusted EBITDA decreased by 2.0million(10.22.0 million (10.2%) to 17.5 million for the six months ended November 23, 2024[343] - Europe & Asia Pacific segment's Adjusted EBITDA decreased by 1.7million(49.91.7 million (49.9%) to 1.7 million for the six months ended November 23, 2024[344] - Outsourced services segment's Adjusted EBITDA declined by 0.4million(11.60.4 million (11.6%) to 2.9 million for the six months ended November 23, 2024[345] - All Other segment's Adjusted EBITDA declined by 0.5million(114.50.5 million (114.5%) to (1.0) million for the six months ended November 23, 2024[346] Business Reorganization and Strategic Focus - The company reorganized its business into three core engagement models: On-Demand Talent, Consulting, and Outsourced Services, aiming to reduce market confusion and enhance client engagement[253][254] - The company's fiscal 2025 strategic focus areas include evolving business segments, launching a new brand identity, and enhancing digital and AI capabilities[297][299] - The company's consulting business, Veracity by RGP, is focused on digital transformation, combining digital expertise with legacy Project Consulting Services to offer integrated solutions[280] - The company is enhancing its digital and AI capabilities, focusing on areas such as technology migration, cybersecurity, and data modernization to meet evolving client needs[280] Share Issuance and Compensation Costs - The company issued 229,341 shares of common stock under the ESPP during the six months ended November 23, 2024, compared to 198,150 shares in the same period in 2023[261] - The company has 0.5millionoftotalunrecognizedcompensationcostsrelatedtounvestedliabilityclassifiedRSUs,expectedtoberecognizedoveraweightedaverageperiodof1.65years[263]ThecompanysPSUsallowforvestingofsharesrangingfromzeroto1500.5 million of total unrecognized compensation costs related to unvested liability-classified RSUs, expected to be recognized over a weighted-average period of 1.65 years[263] - The company's PSUs allow for vesting of shares ranging from zero to 150% of the target number based on revenue and Adjusted EBITDA performance over a three-year period[264] Acquisitions and Capital Expenditures - The company acquired Reference Point LLC for 23.0 million (net of 0.2millioncashacquired)onJuly1,2024,addingtechnologyanddatamodernizationofferingsforfinancialservicesclients[300][321]Thecompanycapitalized0.2 million cash acquired) on July 1, 2024, adding technology and data modernization offerings for financial services clients[300][321] - The company capitalized 20.1 million related to its technology platform initiative as of November 23, 2024, with non-cancellable purchase obligations totaling 8.0millionforfuturelicensingpayments[320]CashFlowandFinancialPositionOperatingactivitiesprovided8.0 million for future licensing payments[320] Cash Flow and Financial Position - Operating activities provided 1.5 million in cash for the first six months of FY2025, driven by 80.3millioninnoncashadjustments(primarilygoodwillimpairment),offsetbya80.3 million in non-cash adjustments (primarily goodwill impairment), offset by a 74.4 million net loss and unfavorable changes in operating assets and liabilities[325] - The company has 173.5millionremainingcapacityunderitsCreditFacilityasofNovember23,2024,withnodebtoutstanding[318]CashandcashequivalentsasofNovember23,2024,were173.5 million remaining capacity under its Credit Facility as of November 23, 2024, with no debt outstanding[318] - Cash and cash equivalents as of November 23, 2024, were 78.2 million, with 42.1millionheldininternationaloperations[328][347]Thecompanyhasa42.1 million held in international operations[328][347] - The company has a 175.0 million senior secured revolving credit facility, with an option to increase by an additional 75.0million[349]Netcashusedininvestingactivitiesforthefirstsixmonthsoffiscal2025was75.0 million[349] - Net cash used in investing activities for the first six months of fiscal 2025 was 12.7 million, primarily due to 23.0millionspentontheacquisitionofReferencePointand23.0 million spent on the acquisition of Reference Point and 2.0 million for internal-use software and property development, offset by 12.3millionfromthesaleoftheIrvineofficebuilding[358]Netcashusedinfinancingactivitiestotaled12.3 million from the sale of the Irvine office building[358] - Net cash used in financing activities totaled 17.4 million in the first six months of fiscal 2025, compared to 11.2millioninthesameperiodoffiscal2024[359]DividendsandShareRepurchasesAdividendof11.2 million in the same period of fiscal 2024[359] Dividends and Share Repurchases - A dividend of 0.14 per share was paid on December 16, 2024, to stockholders of record as of November 15, 2024[352] - The company purchased 598,031 shares at an average price of 8.36persharebetweenSeptember22,2024,andOctober19,2024,aspartofpubliclyannouncedplans[368]MacroeconomicandMarketRisksThecompanyexpectsmacroeconomicuncertainty,includinginterestrateambiguity,softeninglabormarkets,andcurrencyfluctuations,tocontinuethroughFY2025,potentiallyimpactingbillablehoursandbillrates[301]Approximately18.28.36 per share between September 22, 2024, and October 19, 2024, as part of publicly announced plans[368] Macroeconomic and Market Risks - The company expects macroeconomic uncertainty, including interest rate ambiguity, softening labor markets, and currency fluctuations, to continue through FY2025, potentially impacting billable hours and bill rates[301] - Approximately 18.2% of the company's revenues for the six months ended November 23, 2024, were generated outside the U.S., exposing the company to foreign currency exchange rate risk[361] Debt and Credit Facility - The company had no debt outstanding under the Credit Agreement as of November 23, 2024, following an amendment to exclude goodwill impairments from the consolidated interest coverage ratio[369] - The company may seek additional capital resources beyond the next 12 months through equity sales, increased use of the Credit Facility, or debt financing[355] Net Income and Non-Cash Adjustments - Net income for the first six months of fiscal 2024 was 8.0 million, with non-cash adjustments of 8.6millionandunfavorablechangesinoperatingassetsandliabilitiestotaling8.6 million and unfavorable changes in operating assets and liabilities totaling 18.4 million[357]